セプターナの四半期報告

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

(Mark One)


☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2025


☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______________ to _______________

Commission File Number: 001-42382

Septerna, Inc.

(Exact Name of Registrant as Specified in its Charter)


Delaware	84-3891440
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
250 East Grand Avenue South San Francisco, CA	94080
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (650) 338-3533

Securities registered pursuant to Section 12(b) of the Act:

     Title of each class

     Trading
Symbol(s)

     Name of each exchange on which registered

     Common Stock, par value $0.001 per share

     SEPN

     The Nasdaq Global Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of August 4, 2025, the registrant had 44,585,135 shares of common stock, $0.001 par value per share, outstanding.

TABLE OF CONTENTS


		Page


PART I.	FINANCIAL INFORMATION	1

Item 1.	Financial Statements (unaudited)	1
	Condensed Balance Sheets	1
	Condensed Statements of Operations and Comprehensive Loss	2
	Condensed Statements of Convertible Preferred Stock and Stockholders’ Equity (Deficit)	3
	Condensed Statements of Cash Flows	4
	Notes to Unaudited Condensed Financial Statements	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	18
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	28
Item 4.	Controls and Procedures	28

PART II.	OTHER INFORMATION	29

Item 1.	Legal Proceedings	29
Item 1A.	Risk Factors	29
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	32
Item 3.	Defaults Upon Senior Securities	33
Item 4.	Mine Safety Disclosures	33
Item 5.	Other Information	33
Item 6.	Exhibits	34
Signatures		35

We own various U.S. federal trademark applications and unregistered trademarks, including our company name and logo, that we use in connection with the operation of our business. This Quarterly Report on Form 10-Q (this “Quarterly Report”) includes our trademarks and trade names which are protected under applicable intellectual property laws and are our property. This Quarterly Report also contains trademarks, trade names and service marks of other companies, which are the property of their respective owners. Solely for convenience, trademarks, trade names and service marks referred to in this Quarterly Report may appear without the ®, ™ or SM symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent permitted under applicable law, our rights or the right of the applicable licensor to these trademarks, trade names and service marks. We do not intend our use or display of other parties’ trademarks, trade names or service marks to imply, and such use or display should not be construed to imply, a relationship with, or endorsement or sponsorship of us by, these other parties.

From time to time, we may use our website as well as social media, including our X (formerly known as Twitter) account at Septerna_Inc and our LinkedIn account at https://www.linkedin.com/company/septernainc/ to distribute material information about us and for complying with our disclosure obligations under Regulation FD. Our financial and other material information is routinely posted to and accessible on the Investors section of our website, available at www.Septerna.com. Investors are encouraged to review the Investors section of our website because we may post material information on that site that is not otherwise disseminated by us. Information that is contained in and can be accessed through our website or our social media are not incorporated into, and does not form a part of, this Quarterly Report.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report contains express or implied forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These statements are based on our management’s belief and assumptions and on information currently available to our management. Although we believe that the expectations reflected in these forward-looking statements are reasonable, these statements relate to future events or our future operational or financial performance, and involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by these forward-looking statements. Forward-looking statements in this Quarterly Report include, but are not limited to, statements about:

•

the initiation, timing, progress, results and costs of conducting our research and development programs and our current and future preclinical studies and anticipated clinical trials, including statements regarding the timing of initiation and completion of studies or trials and related preparatory work, the period during which the results of the trials will become available, and our current and future programs;

•

our ability to demonstrate, and the timing of, preclinical proof-of-concept in vivo and ex vivo for multiple programs;

•

our ability to obtain and maintain regulatory approval for our current and future research and development programs, including our PTH1R agonist and SEP-631 programs, and to advance any product candidates that we may identify and successfully complete any clinical studies, including the manufacture of any such product candidates;

•

the timing, scope and likelihood of regulatory filings and approvals, including timing of Investigational New Drug (“IND”) applications or comparable foreign applications, and final U.S. Food and Drug Administration (the “FDA”) approval of our product candidates;

•

the timing, scope or likelihood of foreign regulatory filings and approvals;

•

the implementation of our business model, and strategic plans for our business, product candidates, and technology;

•

the scope of protection we are able to establish and maintain for intellectual property rights covering our product candidates and other product candidates we may develop, including the extensions of existing patent terms where available, the validity of intellectual property rights held by third parties, and our ability not to infringe, misappropriate or otherwise violate any third-party intellectual property rights;

•

developments relating to our competitors and our industry;

•

our ability to leverage programs within our initial target indications and to progress additional programs to further develop our pipeline;

•

our ability of our preclinical studies and clinical trials to demonstrate safety and efficacy of our product candidates, and other positive results;

•

the partnership with Novo Nordisk A/S (“Novo”) and the intended and potential benefits thereof, including the receipt of potential milestone payments and royalty payments from commercial product sales, along with tiered royalties based on global net sales, if any;

•

Novo's ability to develop and commercialize potential oral small molecule therapies for metabolic-related diseases and the potential of G protein-coupled receptors, including the GLP-1, GIP, and glucagon receptors, to address the unmet medical need for treating obesity, type 2 diabetes and other related conditions;

•

our ability to maintain existing collaborations and strategic partnerships, to identify and enter into future license agreements and collaborations, and to realize the intended and potential benefits of such agreements and collaborations;

•

our ability to rely on third-party manufacturers and successfully manufacture product candidates for preclinical use, clinical trials and on a larger scale for commercial use, if approved;

•

our ability to realize the benefits of collaborations for the development and commercialization of our product candidates;

•

our ability to commercialize any of our product candidates;

•

developments related to our proprietary Native Complex Platform™;

•

regulatory developments in the U.S. and foreign countries;

•

our ability to obtain funding for our operations necessary to complete further development and commercialization of our product candidates; the size and growth potential of the markets for our product candidates and our ability to serve those markets;

•

our need for and ability to attract and retain key scientific, management and other personnel and to identify, hire, and retain additional qualified professionals;

•

our expectations regarding the period during which we will remain an emerging growth company under the Jumpstart Our Business Startups Act of 2012 (“JOBS Act”);

•

the period over which we expect our existing cash, cash equivalents and investments will be sufficient to fund our operating expenses and capital expenditure requirements;

•

our anticipated use of our existing resources;

•

our financial performance and estimates of our future expenses, capital requirements, and our needs for additional financing;

•

the impact of macroeconomic and geopolitical developments on our business, including rising inflation and capital market disruptions, changes in U.S. governmental agencies, new or increased international tariffs and retaliatory tariffs, trade protection measures, economic sanctions and economic slowdowns or recessions that may result from such developments which could harm our research and development efforts as well as the value of our common stock and our ability to access capital markets; and

•

other risks and uncertainties, including those listed under the section titled “Risk Factors” in Part II, Item 1A.

In some cases, you can identify forward-looking statements by terminology such as “may,” “might,” “will,” “could,” “would,” “should,” “expect,” “plan,” “anticipate,” “intend,” “believe,” “estimate,” “seek,” “predict,” “future,” “project,” “potential,” “continue,” “target,” “contemplate,” “possible,” “can,” or the negative of these terms or other comparable terminology, and similar expressions, although not all forward-looking statements contain these identifying words. These statements are only predictions. You should not place undue reliance on forward-looking statements because they involve known and unknown risks, uncertainties, and other factors, which are, in some cases, beyond our control and which could materially affect results. Factors that may cause actual results to differ materially from current expectations include, among other things, those listed under the section titled “Risk Factors” and elsewhere in this Quarterly Report. If one or more of these risks or uncertainties occur, or if our underlying assumptions prove to be incorrect, actual events or results may vary significantly from those implied or projected by the forward-looking statements. No forward-looking statement is a guarantee of future performance. You should read this Quarterly Report and the documents that we reference in this Quarterly Report and have filed with the Securities and Exchange Commission (the “SEC”) thereto completely and with the understanding that our actual future results may be materially different from any future results expressed or implied by these forward-looking statements.

The forward-looking statements in this Quarterly Report represent our views as of the date of this Quarterly Report. We do not undertake any obligation to publicly update any forward-looking statement except to the extent required by applicable law. You should therefore not rely on these forward-looking statements as representing our views as of any date subsequent to the date of this Quarterly Report.

This Quarterly Report also contains estimates, projections and other information concerning our industry, our business and the markets for our product candidates. Information that is based on estimates, forecasts, projections, market research or similar methodologies is inherently subject to uncertainties and actual events or circumstances may differ materially from events and circumstances that are assumed in this information. Unless otherwise expressly stated, we obtained this industry, business, market, and other data from our own internal estimates and research as well as from reports, research surveys, studies, and similar data prepared by market research firms and other third parties, industry, medical and general publications, government data and similar sources. All of the market data used in this Quarterly Report involves a number of assumptions and limitations, and you are cautioned not to give undue weight to such data. Industry publications and third-party research, surveys, and studies generally indicate that their information has been obtained from sources believed to be reliable, although they do not guarantee the accuracy or completeness of such information. Our estimates of the potential market opportunities for our product candidates include several key assumptions based on our industry knowledge, industry publications, third-party research, and other surveys, which may be based on a small sample size and may fail to accurately reflect market opportunities. While we believe that our internal assumptions are reasonable, no independent source has verified such assumptions.

This Quarterly Report contains summaries of certain provisions contained in some of the documents described herein, but reference is made to the actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some of the documents referred to herein have been filed as exhibits to this Quarterly Report. Unless the context otherwise requires, reference in this Quarterly Report to the terms “Septerna,” “the Company,” “we,” “us,” “our,” and similar designations refer to Septerna, Inc.

iii

PART I—FINANCIAL INFORMATION

Item 1. Condensed Financial Statements.

SEPTERNA, INC.

Condensed Balance Sheets

(In thousands, except for share and per share data)

(Unaudited)


	June 30,			December 31,
	2025			2024
Assets
Current assets:
Cash and cash equivalents	$	189,311		$	238,196
Marketable securities		137,250			112,727
Accounts receivable		151			171
Prepaid expenses and other current assets		7,429			5,730
Total current assets		334,141			356,824
Marketable securities, non-current		52,633			69,866
Property and equipment, net		4,688			5,090
Operating lease right-of-use assets		22,564			23,602
Restricted cash		905			905
Other non-current assets		300			267
Total assets	$	415,231		$	456,554
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable	$	6,544		$	3,200
Accrued expenses and other current liabilities		6,557			7,798
Operating lease liabilities, current		2,026			1,851
Total current liabilities		15,127			12,849
Operating lease liabilities, non-current		22,545			23,625
Other non-current liabilities		2			33
Total liabilities		37,674			36,507
Commitments and contingencies (Note 5)
Stockholders' equity:
Preferred stock, $0.001 par value per share; 10,000,000 shares authorized as of June 30, 2025 and December 31, 2024; no shares issued and outstanding as of June 30, 2025 and December 31, 2024		—			—
Common stock, $0.001 par value per share, 500,000,000 shares authorized at June 30, 2025 and December 31, 2024; 44,567,891 and 44,422,505 shares issued and outstanding at June 30, 2025 and December 31, 2024, respectively; 341,721 and 576,829 shares subject to repurchase as of June 30, 2025 and December 31, 2024, respectively		45			44
Additional paid-in capital		542,024			538,321
Accumulated other comprehensive income		176			56
Accumulated deficit		(164,688	)		(118,374	)
Total stockholders' equity		377,557			420,047
Total liabilities and stockholders' equity	$	415,231		$	456,554

The accompanying notes are an integral part of these condensed financial statements.

SEPTERNA, INC.

Condensed Statements of Operations and Comprehensive Loss

(In thousands, except for share and per share data)

(Unaudited)


	Three Months Ended June 30,						Six Months Ended June 30,
	2025			2024			2025			2024
Revenue	$	119		$	370		$	338		$	687
Operating expenses:
Research and development		22,188			15,035			41,459			28,188
General and administrative		6,909			3,400			13,767			6,054
Total operating expenses		29,097			18,435			55,226			34,242
Loss from operations		(28,978	)		(18,065	)		(54,888	)		(33,555	)
Other income, net:
Interest income		4,165			1,530			8,627			2,809
Other expense, net		(25	)		(15	)		(53	)		(63	)
Total other income, net		4,140			1,515			8,574			2,746
Loss before benefit for income taxes		(24,838	)		(16,550	)		(46,314	)		(30,809	)
Benefit for income taxes		—			109			—			202
Net loss attributable to common stockholders	$	(24,838	)	$	(16,441	)	$	(46,314	)	$	(30,607	)
Net loss per share attributable to common stockholders, basic and diluted	$	(0.56	)	$	(7.03	)	$	(1.05	)	$	(13.40	)
Weighted-average shares outstanding, basic and diluted		44,165,168			2,337,585			44,051,918			2,284,414
Comprehensive loss:
Net loss	$	(24,838	)	$	(16,441	)	$	(46,314	)	$	(30,607	)
Net unrealized gain (loss) on marketable securities		(22	)		(1	)		120			(8	)
Total other comprehensive income (loss)		(22	)		(1	)		120			(8	)
Comprehensive loss	$	(24,860	)	$	(16,442	)	$	(46,194	)	$	(30,615	)

The accompanying notes are an integral part of these condensed financial statements.

SEPTERNA, INC.

Condensed Statements of Convertible Preferred Stock and Stockholders’ Equity (Deficit)

(In thousands, except for share data)

(Unaudited)


					Additional		Accumulated Other						Total
	Common Stock				Paid-In		Comprehensive			Accumulated			Stockholders'
	Shares		Amount		Capital		Income			Deficit			Equity
Balance at December 31, 2024		44,422,505	$	44	$	538,321	$	56		$	(118,374	)	$	420,047
Issuance of common stock upon exercise of stock options		25,930		—		66		—			—			66
Vesting of restricted common stock		—		—		5		—			—			5
Stock-based compensation expense		—		—		1,482		—			—			1,482
Net unrealized gain on marketable securities		—		—		—		142			—			142
Net loss		—		—		—		—			(21,476	)		(21,476	)
Balance at March 31, 2025		44,448,435	$	44	$	539,874	$	198		$	(139,850	)	$	400,266
Issuance of common stock upon exercise of stock options		119,456		1		338		—			—			339
Vesting of restricted common stock		—		—		6		—			—			6
Stock-based compensation expense		—		—		1,806		—			—			1,806
Net unrealized loss on marketable securities		—		—		—		(22	)		—			(22	)
Net loss		—		—		—		—			(24,838	)		(24,838	)
Balance at June 30, 2025		44,567,891	$	45	$	542,024	$	176		$	(164,688	)	$	377,557


	Convertible Preferred Stock													Additional		Accumulated Other						Total
	Series A				Series B				Common Stock					Paid-In		Comprehensive			Accumulated			Stockholders'
	Shares		Amount		Shares		Amount		Shares			Amount		Capital		Loss			Deficit			Deficit
Balance at December 31, 2023		75,000,000	$	74,694		60,828,720	$	74,521		3,168,134		$	3	$	8,199	$	—		$	(46,576	)	$	(38,374	)
Issuance of common stock upon exercise of stock options		—		—		—		—		217			—		1		—			—			1
Vesting of restricted common stock		—		—		—		—		—			—		6		—			—			6
Repurchase of unvested restricted common stock		—		—		—		—		(11,517	)		—		—		—			—			—
Stock-based compensation expense		—		—		—		—		—			—		577		—			—			577
Net unrealized loss on marketable securities		—		—		—		—		—			—		—		(7	)		—			(7	)
Net loss		—		—		—		—		—			—		—		—			(14,166	)		(14,166	)
Balance at March 31, 2024		75,000,000	$	74,694		60,828,720	$	74,521		3,156,834		$	3	$	8,783	$	(7	)	$	(60,742	)	$	(51,963	)
Issuance of Series B Convertible Preferred Stock, net of issuance costs of $479		—		—		60,828,732		74,942		—			—		—		—			—			—
Issuance of common stock upon exercise of stock options		—		—		—		—		6,186			—		10		—			—			10
Vesting of restricted common stock		—		—		—		—		—			—		4		—			—			4
Stock-based compensation expense		—		—		—		—		—			—		628		—			—			628
Net unrealized loss on marketable securities		—		—		—		—		—			—		—		(1	)		—			(1	)
Net loss		—		—		—		—		—			—		—		—			(16,441	)		(16,441	)
Balance at June 30, 2024		75,000,000	$	74,694		121,657,452	$	149,463		3,163,020		$	3	$	9,425	$	(8	)	$	(77,183	)	$	(67,763	)

The accompanying notes are an integral part of these condensed financial statements.

SEPTERNA, INC.

Condensed Statements of Cash Flows

(In thousands)

(Unaudited)


	Six Months Ended June 30,
	2025			2024
Cash flows from operating activities:
Net loss	$	(46,314	)	$	(30,607	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		802			649
Non-cash operating lease expense		1,039			490
Stock-based compensation		3,288			1,205
Accretion of premiums (discounts), net		(1,940	)		(230	)
Deferred income tax		—			(202	)
Other		(3	)		(2	)
Changes in operating assets and liabilities:
Prepaid expenses and other current assets		(1,704	)		(767	)
Accounts receivable		20			(50	)
Other non-current assets		(33	)		12
Accounts payable		3,381			(340	)
Accrued expenses and other current liabilities		(1,261	)		436
Operating lease, net		(905	)		(292	)
Net cash used in operating activities		(43,630	)		(29,698	)
Cash flows from investing activities:
Purchases of property and equipment		(440	)		(913	)
Proceeds from sale of non-financial asset		—			22,625
Purchases of marketable securities		(113,560	)		(32,187	)
Maturities of marketable securities		108,340			7,910
Net cash used in investing activities		(5,660	)		(2,565	)
Cash flows from financing activities:
Proceeds from issuance of Series B Convertible Preferred stock, net of issuance costs		—			75,000
Repurchases of unvested restricted common stock		—			(1	)
Proceeds from exercise of stock options		405			11
Payments of deferred offering costs		—			(58	)
Net cash provided by financing activities		405			74,952
Net (decrease) increase in cash, cash equivalents and restricted cash		(48,885	)		42,689
Cash, cash equivalents and restricted cash, beginning of period		239,101			89,388
Cash, cash equivalents and restricted cash, end of period	$	190,216		$	132,077
Supplemental cash flow information:
Cash paid for income taxes	$	—		$	157
Supplemental disclosure for noncash investing and financing activities:
Issuance costs of Series B Convertible Preferred Stock included in accounts payable and accrued expenses and other current liabilities	$	—		$	58
Unpaid deferred offering costs included in accounts payable and accrued expenses and other current liabilities	$	—		$	355
Property and equipment included in accrued expenses and other current liabilities	$	—		$	208

Cash, Cash Equivalents and Restricted Cash:


	As of June 30,
	2025		2024
Cash and cash equivalents	$	189,311	$	131,172
Restricted cash		905		905
Total cash, cash equivalents and restricted cash	$	190,216	$	132,077

The accompanying notes are an integral part of these condensed financial statements.

SEPTERNA, INC.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Note 1. Organization and Basis of Presentation

Description of the Business

Septerna, Inc. (“Septerna” or the “Company”) is a biotechnology company pioneering a new era of G protein-coupled receptor (“GPCR”) oral small molecule drug discovery powered by its proprietary Native Complex Platform™. The Company’s industrial-scale platform aims to unlock the full potential of GPCR therapies and has led to the discovery and development of its deep pipeline of product candidates focused on treating patients in three therapeutic areas: endocrinology, immunology and inflammation, and metabolic diseases.

The Company’s proprietary Native Complex Platform™ replicates the natural structure, function, and dynamics of GPCRs outside of cells at an industrial scale. The Company’s foundational technologies enable it to isolate, purify, and reconstitute full-length, properly folded GPCR proteins within ternary complexes with ligands and transducer proteins in a lipid bilayer that mimics the cell membrane. The Company then applies state-of-the-art discovery tools and technologies to these defined and tunable protein complexes to structurally design, screen for, and optimize potential product candidates. Leveraging its platform, the Company has transformed GPCR oral small molecule drug discovery to an industrialized and iterative structure-based drug design approach to expand the landscape of druggable GPCR targets with novel oral small molecule medicines for patients. The Company’s Native Complex Platform™ is designed to enable it to target certain GPCRs for the first time, uncover novel binding pockets for validated receptors, and pursue a wide spectrum of pharmacologies, including agonists, antagonists, and allosteric modulators, to affect GPCR signaling in different ways to achieve desired therapeutic effects.

The Company was incorporated in Delaware in December 2019, under the name GPCR NewCo, Inc. In June 2021, the Company changed its name to Septerna, Inc. The Company is headquartered in South San Francisco, California.

Reverse Stock Split

On October 18, 2024, the Company effected a 1-for-8.6103 reverse stock split of its issued and outstanding shares of common stock. Upon the effectiveness of the reverse stock split, (i) all shares of outstanding common stock were adjusted; (ii) the conversion ratio of the convertible preferred stock was adjusted; (iii) the number of shares of common stock for which each outstanding option to purchase common stock is exercisable were adjusted; and (iv) the exercise price of each outstanding option to purchase common stock was adjusted. All of the outstanding common stock (including shares of common stock subject to the Company’s options and as converted for the outstanding convertible preferred stock), share prices, exercise prices and per share amounts contained in the condensed financial statements have been retroactively adjusted to reflect this reverse stock split for all periods presented. The par value per share and the authorized number of shares of common stock and preferred stock were not adjusted as a result of the reverse stock split. The number of authorized shares did not change.

Initial Public Offering

In October 2024, the Company completed its initial public offering (“IPO”), pursuant to which it issued and sold an aggregate of 18.4 million shares of its common stock at the IPO price of $18.00 per share, including 2.4 million shares that were issued to the underwriters pursuant to the full exercise of their option to purchase additional shares, resulting in net proceeds of $302.8 million, net of total offering costs of $28.4 million. Immediately prior to the closing of the IPO, the Company’s then outstanding convertible preferred stock automatically converted into 22,839,774 shares of common stock.

Following the closing of the IPO, no shares of convertible preferred stock were authorized or outstanding. In connection with the completion of the IPO, on October 28, 2024, the Company’s certificate of incorporation was amended and restated to (i) authorize 500.0 million shares of common stock, par value $0.001 per share, which eliminates all references to the previously existing series of convertible preferred stock; and (ii) authorize 10.0 million shares of undesignated preferred stock, par value $0.001 per share, that may be issued from time to time by the Company’s board of directors in one or more series.

Liquidity and Capital Resources

The accompanying unaudited condensed financial statements have been prepared assuming the Company will continue as a going concern, which assumes that the Company will realize its assets and satisfies its liabilities in the normal course of business. The Company is subject to risks inherent in operating an early-stage biotechnology business. These risks include, but are not limited to, dependence on the development of marketable products, the ability to attract, retain, and motivate qualified personnel, rapid technological changes and the rapidly evolving nature of the biotechnology industry.

SEPTERNA, INC.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS (CONTINUED)

The Company has incurred significant losses and negative cash flows from operations since its inception and expects to incur losses as a result of its continued research and development activities. To date, none of the Company’s product candidates have been approved by the U.S. Food and Drug Administration (the “FDA”) for commercial sale and, therefore, the Company has not generated any revenue from product sales.

The Company historically financed its operations primarily through the issuance of convertible promissory notes, convertible preferred stock, and most recently, through the sale of its common stock in an IPO. The Company will need additional financing to support its continuing operations and pursue its growth strategy. Until such time as the Company can generate significant revenue from product sales, if ever, it expects to finance its operations through equity offerings, debt financings or other capital sources, including collaborations with other companies or other strategic transactions. The Company may not be able to obtain funding on acceptable terms, or at all. The terms of any financing may adversely affect the holdings or the rights of the Company’s stockholders.

For the six months ended June 30, 2025 and 2024, the Company incurred net losses of $46.3 million and $30.6 million, respectively. The Company had an accumulated deficit of $164.7 million as of June 30, 2025. The Company believes its cash, cash equivalents, and marketable securities of $379.2 million as of June 30, 2025 will be sufficient to fund its operations for, at least, 12 months from the date of issuance of the unaudited condensed financial statements.

Basis of Presentation

The accompanying unaudited interim condensed financial statements have been prepared in conformity with generally accepted accounting principles in the U.S. (“U.S. GAAP”) for interim financial information. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (consisting only of normal recurring adjustments) that are necessary for the fair presentation of the unaudited interim condensed financial statements for the periods presented have been included. Any reference in these notes to applicable guidance is meant to refer to the authoritative GAAP as found in the Accounting Standards Codification and Accounting Standards Updates (“ASUs”), of the Financial Accounting Standards Board (“FASB”). The interim condensed financial statements are unaudited. The operating results presented in these unaudited interim condensed financial statements are not necessarily indicative of the results that may be expected for the full year or for any other future annual or interim period. Actual results could differ materially from estimates and assumptions. As appropriate, the Company assesses estimates each period and updates them to reflect current information, and generally reflect any changes in estimates in the period first identified.

The balance sheet data at December 31, 2024 was derived from the audited financial statements included in Septerna’s Annual Report on Form 10-K for the year ended December 31, 2024 as filed with the SEC on March 27, 2025. These interim unaudited condensed financial statements should be read in conjunction with the audited financial statements and related notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.

Significant Accounting Policies

During the six months ended June 30, 2025, there were no changes to the Company’s significant accounting policies as described in Note 2 of the audited financial statements for the year ended December 31, 2024.

Accounting Pronouncements Not Yet Adopted

From time to time, new accounting pronouncements are issued by the FASB, under its Accounting Standards Codification (“ASC”) or other standard setting bodies, and adopted by the Company as of the specified date.

In November 2024, the FASB issued ASU No. 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, an accounting standard update that requires the Company to disclose more detailed information about the types of expenses (including employee compensation, depreciation, and amortization) included in each relevant income statement expense caption. In January 2025, the FASB issued ASU 2025-0, "Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date", to clarify the effective date of ASU 2024-03. These amendments are effective for fiscal years beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating the impact that these updates will have on its disclosures.

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which enhances the transparency and decision usefulness of income tax disclosures. The standard is intended to improve income tax disclosures primarily related to the rate reconciliation and income taxes paid information. This update also includes certain other amendments to improve the effectiveness of income tax disclosures.

SEPTERNA, INC.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS (CONTINUED)

The ASU is effective for fiscal years beginning after December 15, 2024, on a prospective basis. Early adoption and retrospective reporting are permitted. The Company is currently evaluating the impact of ASU 2023-09 on its interim condensed financial statements.

Note 2. Balance Sheet Components

Restricted Cash

Restricted cash is comprised of cash that is restricted as to withdrawal or use under the terms of certain contractual agreements. In connection with the Company’s lease agreement, the Company is required to maintain a collateral account to secure a letter of credit issued to its landlord. The collateral account is classified as restricted cash on the Company’s condensed balance sheets.

Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consist of the following (in thousands):


	As of June 30,		As of December 31,
	2025		2024
Prepaid expenses	$	3,106	$	3,114
Prepaid clinical trial costs		1,598		1,164
Interest receivable		1,221		953
Other receivable		1,194		174
Prepaid bonus		271		260
Prepaid taxes		39		39
Other current assets		—		26
Prepaid expenses and other current assets	$	7,429	$	5,730

Property and Equipment, Net

Property and equipment, net consist of the following (in thousands):


	As of June 30,			As of December 31,
	2025			2024
Lab equipment	$	6,064		$	5,679
Furniture, fixtures, and office equipment		1,222			1,222
Leasehold improvements		717			717
Computer equipment		401			401
Total property and equipment		8,404			8,019
Less: Accumulated depreciation and amortization		(3,716	)		(2,929	)
Property and equipment, net	$	4,688		$	5,090

Depreciation and amortization expense was $0.4 million and $0.8 million for the three and six months ended June 30, 2025, respectively. Depreciation and amortization expense was $0.3 million and $0.6 million for the three and six months ended June 30, 2024 respectively.

SEPTERNA, INC.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS (CONTINUED)

Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consist of the following (in thousands):


	As of June 30,		As of December 31,
	2025		2024
Accrued research and development expense	$	3,251	$	2,888
Accrued employee compensation expense		1,845		4,129
Accrued general and administrative expense		1,129		703
Employee stock purchase plan liability		249		—
Other current liabilities		83		78
Accrued expenses and other current liabilities	$	6,557	$	7,798

Note 3. Collaboration and Research Service Arrangements

Novo Collaboration Agreement

On May 13, 2025, the Company entered into a Collaboration and License Agreement with Novo Nordisk A/S (“Novo”) (the “Novo Collaboration Agreement”). Under the Novo Collaboration Agreement, the Company and Novo are exclusively collaborating to leverage the Company’s proprietary Native Complex Platform™ to discover, develop and commercialize multiple potential oral small molecule therapies for metabolic-related diseases based on certain specified molecular targets.

The Company and Novo have initially commenced four simultaneous research and development programs (each an “R&D Program”) with each pursuing one or more Collaboration Targets (as defined in the Novo Collaboration Agreement) from discovery through development candidate selection. Beginning with investigational new drug-enabling activities, Novo will then be responsible for all further global development and commercialization for each product candidate at its sole cost and expense. Novo will reimburse the Company for 100% of the fully burdened costs arising from all research and development activities undertaken by the Company under the Novo Collaboration Agreement. Novo is also responsible for all commercialization costs subject to the Company’s profit share option described below for up to one program under the Novo Collaboration Agreement. Pursuant to the terms of the Novo Collaboration Agreement, the Company will provide Novo with exclusive licenses to enable Novo to develop and commercialize products directed at the Collaboration Targets. The Company retains all other rights to its Native Complex Platform™ and all of the Company’s other research and development programs.

The Novo Collaboration Agreement became effective on July 1, 2025, following the receipt of the antitrust clearance under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended. The Company subsequently received a one-time, non-refundable upfront payment of $195.0 million in July 2025. The Company is also eligible to receive up to $498.0 million in research, development, regulatory, and commercial milestone payments for each R&D Program. In addition, the Company is entitled to escalating, tiered royalties ranging from mid to high single-digits based on global product sales on a country-by-country and product-by-product basis. The Company is currently in the process of assessing the accounting for the Novo Collaboration Agreement.

Unless earlier terminated, the term of the Novo Collaboration Agreement continues until expiration of the last royalty term for the applicable product in the applicable country. The Novo Collaboration Agreement is subject to customary termination provisions, including termination by a party for the other party’s uncured, material breach. The Novo Collaboration Agreement also includes customary representations and warranties, covenants and indemnification obligations.

Vertex Asset Purchase and Research Service Agreement

Vertex Asset Purchase Agreement

In September 2023, the Company entered into an asset purchase agreement with Vertex Pharmaceuticals Incorporated (“Vertex”), under which Vertex acquired an IPR&D asset related to a GPCR program, including all intellectual property, materials, and compounds associated with the program (the “Vertex Asset Purchase Agreement”). The Vertex Asset Purchase Agreement also provides for a potential milestone payment payable to the Company contingent upon the achievement of a milestone event. As of June 30, 2025, the variable consideration related to this milestone payment was determined to be improbable of receipt.

SEPTERNA, INC.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS (CONTINUED)

In July 2025, this milestone event was determined to have been achieved and, as a result, the Company received a payment of $12.5 million in August 2025. After this milestone payment, the Company will not receive any other payments related to this IPR&D asset.

Vertex Research Service Agreement

In conjunction with the Vertex Asset Purchase Agreement, the Company entered into research service agreement with Vertex (the "Vertex Research Service Agreement"). The Company recognizes service revenue associated with the Vertex Research Service Agreement over the performance period of the research services as the services are provided in accordance with ASC Topic 606, Revenue from Contracts with Customers (“ASC Topic 606”).

During the three and six months ended June 30, 2025, the Company recorded service revenue of $0.1 million and $0.3 million, respectively, related to research activities performed in connection with the Vertex Research Service Agreement. During the three and six months ended June 30, 2024, the Company recorded service revenue of $0.4 million and $0.7 million, respectively, related to research activities performed in connection with the Vertex Research Service Agreement.

As of June 30, 2025 and December 31, 2024, the Company’s accounts receivable was entirely attributed to Vertex. As of June 30, 2025 and December 31, 2024, no allowance for credit loss was recorded related to accounts receivable.

Note 4. Marketable Securities and Fair Value Measurements

The Company records marketable securities and cash equivalents at their estimated fair values, which are based on market prices from a variety of industry standard data providers and generally represent quoted prices for similar assets in active markets or have been derived from observable market data.

Fair value is determined based on a three-tier hierarchy under the authoritative guidance for fair value measurements and disclosures that prioritizes the inputs used in measuring fair value as follows:

Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;

Level 2: Quoted prices in markets that are not active or inputs which are observable, either directly or indirectly, for substantially the full term of the asset or liability; and

Level 3: Prices or valuation techniques that require inputs that are both significant to the fair value measurements and unobservable (i.e., supported by little or no market activity).

Money market funds are highly liquid investments and are classified as Level 1. The pricing information for these assets is readily available and can be independently validated as of the measurement date. Marketable securities, including U.S. Treasury securities, U.S. government agency securities, commercial paper, and corporate debt securities, are classified as Level 2. These securities are valued using fair value from third-party pricing services, which may use observable inputs based on real-time trade data for similar assets, broker/dealer quotes, bids and/or offers and other observable inputs.

The carrying amounts of the Company’s prepaid and other current assets, accounts payable, and accrued and other current liabilities approximate fair value due to their short maturities.

SEPTERNA, INC.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS (CONTINUED)

The fair value measurements of the Company’s cash equivalents and marketable securities are identified at the following levels within the fair value hierarchy (in thousands):


	June 30, 2025
			Fair Value Measurement
	Total		Level 1		Level 2		Level 3
Cash equivalents:
Money market funds	$	93,893	$	93,893	$	—	$	—
Commercial paper		82,124		—		82,124		—
U.S. treasury securities		6,958		—		6,958		—
Marketable securities, current:
U.S. treasury securities		112,883		—		112,883		—
U.S. government agency securities		14,760		—		14,760		—
Commercial paper		7,637		—		7,637		—
Corporate debt securities		1,970		—		1,970		—
Marketable securities, non-current:
U.S. treasury securities		49,819		—		49,819		—
U.S. government agency securities		2,814		—		2,814		—
Total measured at fair value	$	372,858	$	93,893	$	278,965	$	—


	As of December 31, 2024
			Fair Value Measurement
	Total		Level 1		Level 2		Level 3
Cash equivalents:
Money market funds	$	141,779	$	141,779	$	—	$	—
Commercial paper		82,527		—		82,527		—
U.S. government agency securities		8,059		—		8,059		—
Marketable securities, current:
U.S. treasury securities		73,555		—		73,555		—
Commercial paper		23,487		—		23,487		—
U.S. government agency securities		14,193		—		14,193		—
Corporate debt securities		1,492		—		1,492		—
Marketable securities, non-current:
U.S. treasury securities		65,406		—		65,406		—
U.S. government agency securities		2,514		—		2,514		—
Corporate debt securities		1,946		—		1,946		—
Total measured at fair value	$	414,958	$	141,779	$	273,179	$	—

SEPTERNA, INC.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS (CONTINUED)

Marketable Securities

As of June 30, 2025 and December 31, 2024, the Company’s marketable securities consist of debt securities, including U.S. Treasury and agency securities, corporate debt securities and commercial paper. These marketable securities are carried at fair value and are included in the tables above. The Company records an allowance for credit losses when unrealized losses are due to credit-related factors. At each reporting date, the Company evaluates securities with unrealized losses to determine whether such losses, if any, are due to credit-related factors. The Company evaluates, among others, whether the Company has the intention to sell any of these marketable securities and whether it is not more likely than not that the Company will be required to sell any of them before recovery of the amortized cost basis. Neither of these criteria were met at June 30, 2025 or December 31, 2024. The credit ratings of the securities held remain of the highest quality. Moreover, the Company continues to receive payments of interest and principal as they become due, and the Company's expectation is that those payments will continue to be received timely. Based on this evaluation, as of June 30, 2025 and December 31, 2024, the Company determined that unrealized losses of its marketable securities were primarily attributable to changes in interest rates and non-credit related factors. As such, no allowances for credit losses were recorded at June 30, 2025 or December 31, 2024.

Interest receivable as of June 30, 2025 and December 31, 2024 was $1.2 million and $1.0 million, respectively, and is recorded as a component of prepaid expenses and other current assets on the Company’s condensed balance sheets.

As of June 30, 2025 and December 31, 2024, all marketable securities in an unrealized loss position had been in an unrealized loss position for less than 12 months. As of June 30, 2025, the Company held 50 marketable securities in an unrealized loss position. As of December 31, 2024, the Company held 36 marketable securities in an unrealized loss position.

As of June 30, 2025, the following table summarizes the amortized cost and the unrealized gains (losses) of the marketable securities presented within marketable securities and cash equivalents (in thousands):


	Remaining								Aggregate
	Contractual								Estimated Fair
	Maturity (in years)	Amortized Cost		Unrealized Gains		Unrealized Losses			Value
U.S. treasury securities	Less than 1	$	119,790	$	59	$	(8	)	$	119,841
Commercial paper	Less than 1		89,781		—		(20	)		89,761
U.S. government agency securities	Less than 1		14,748		17		(5	)		14,760
Corporate debt securities	Less than 1		1,964		6		—			1,970
Total maturity less than 1 year			226,283		82		(33	)		226,332
U.S. treasury securities	1 to 2		49,692		127		—			49,819
U.S. government agency securities	1 to 2		2,814		—		—			2,814
Total		$	278,789	$	209	$	(33	)	$	278,965

As of December 31, 2024, the following table summarizes the amortized cost and the unrealized gains (losses) of the marketable securities presented within marketable securities and cash equivalents (in thousands):


	Remaining Contractual Maturity (in years)	Amortized Cost		Unrealized Gains		Unrealized Losses			Aggregate Estimated Fair Value
Commercial paper	Less than 1	$	106,017	$	6	$	(9	)	$	106,014
U.S. treasury securities	Less than 1		73,511		44		—			73,555
U.S. government agency securities	Less than 1		22,245		10		(3	)		22,252
Corporate debt securities	Less than 1		1,491		1		—			1,492
Total maturity less than 1 year			203,264		61		(12	)		203,313
U.S. treasury securities	1 to 2		65,427		37		(58	)		65,406
U.S. government agency securities	1 to 2		2,492		22		—			2,514
Corporate debt securities	1 to 2		1,940		7		(1	)		1,946
Total		$	273,123	$	127	$	(71	)	$	273,179

SEPTERNA, INC.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS (CONTINUED)

As of June 30, 2025, the following table summarizes marketable securities in an unrealized loss position (in thousands):


	Less than 12 Months
	Fair Value		Gross Unrealized Loss
Commercial paper	$	89,761	$	(20	)
U.S. treasury securities		39,357		(8	)
U.S. government agency securities		12,197		(5	)
Total	$	141,315	$	(33	)

As of December 31, 2024, the following table summarizes marketable securities in an unrealized loss position (in thousands):


	Less than 12 Months
	Fair Value		Gross Unrealized Loss
Corporate debt securities	$	987	$	(1	)
Commercial paper		70,172		(9	)
U.S. government agency securities		6,469		(3	)
U.S. treasury securities		52,508		(58	)
Total	$	130,136	$	(71	)

Note 5. Commitments and Contingencies

Legal Proceedings

In the ordinary course of business, the Company may be subject to legal proceedings, claims and litigation, as the Company operates in an industry susceptible to patent or other legal claims. The Company is not currently a party to any legal proceeding that, if determined adversely to the Company, in management’s opinion, is expected to individually or in the aggregate have a material adverse effect on its business, financial condition or liquidity and results of operations.

Indemnifications

In the ordinary course of business, the Company enters into agreements that may include indemnification provisions. As permitted under Delaware law and in accordance with its bylaws, the Company indemnifies its officers and directors for certain events or occurrences while the officer or director is or was serving in such capacity. The Company is also party to indemnification agreements with its officers and directors.

The maximum potential amount of future payments that the Company could be required to make under these provisions is not determinable; however, the Company currently holds director and officer liability insurance. This insurance limits the Company’s exposure and may enable it to recover a portion of any future amounts paid. The Company believes that the fair value of these indemnification obligations is minimal. In addition, the Company is not currently aware of any indemnification claims that could have a material effect on its condensed financial statements.

Note 6. Common Stock

As of June 30, 2025 and December 31, 2024, the Company was authorized to issue 500.0 million shares of common stock, par value $0.001 per share.

SEPTERNA, INC.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS (CONTINUED)

The Company reserved the following shares of common stock, on an as-converted basis, for future issuance:


	As of June 30,		As of December 31,
	2025		2024
Options issued and outstanding		3,299,998		2,938,982
Shares reserved for future grants under 2024 Stock Option and Incentive Plan		5,458,638		3,743,915
Shares reserved for issuance under 2024 Employee Stock Purchase Plan		369,402		369,402
Total common stock reserved for future issuance		9,128,038		7,052,299

Note 7. Stock-Based Compensation

Stock Plans

In October 2024, the Company’s board of directors adopted, and its stockholders approved, the 2024 Stock Option and Incentive Plan (the “2024 Plan”), which superseded the Company’s 2021 Stock Option and Grant Plan, as amended (the “2021 Plan”) (together, the “Stock Plans”).

On January 1, 2025, 2.2 million shares of common stock, representing 5% of the Company’s outstanding shares of common stock as of December 31, 2024, were added to the 2024 Plan. As of June 30, 2025, there were 5.5 million shares available for issuance under the 2024 Plan.

Restricted Stock Awards

The following summarizes restricted stock award activity:


	Number of Shares Outstanding			Weighted-Average Grant Date Fair Value Per Share
Balance at December 31, 2024		576,829		$	2.62
Restricted stock awards vested		(235,108	)		2.91
Balance at June 30, 2025		341,721			2.41

Restricted stock awards of 341,721 and 576,829 shares were subject to repurchase as of June 30, 2025 and December 31, 2024, respectively. The aggregate grant date fair value of shares vested during the three and six months ended June 30, 2025 was $0.3 million and $0.7 million, respectively.

Stock Options

The following summarizes stock option activity:


	Stock Options Outstanding
	Total Stock Options Outstanding			Weighted-Average Exercise Price		Weighted-Average Remaining Contractual Life		Aggregate Intrinsic Value
						(in years)		(in thousands)
Outstanding as of December 31, 2024		2,938,982		$	4.64		9.11	$	53,706
Granted		590,988			10.71
Exercised		(145,386	)		2.78
Cancelled/forfeited		(84,586	)		4.48
Outstanding as of June 30, 2025		3,299,998			5.81		8.92		16,770
Exercisable as of June 30, 2025		728,861			3.54		8.39		5,121

SEPTERNA, INC.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS (CONTINUED)

The aggregate fair value of stock options that vested for the three and six months ended June 30, 2025 was $0.9 million and $1.7 million, respectively. The stock options granted in the three months ended June 30, 2025 had a weighted-average grant-date fair value per share of $6.73 and a total grant-date fair value of $1.9 million. The stock options granted in the six months ended June 30, 2025 had a weighted-average grant-date fair value per share of $8.06 and a total grant-date fair value of $4.8 million. The total intrinsic value of stock options exercised during three and six months ended June 30, 2025 was $0.4 million and $0.7 million, respectively.

Of the total stock options granted during the six months ended June 30, 2025, options to purchase 0.2 million shares granted to one of the Company's officers include accelerated vesting provisions associated with certain change of control events.

Stock Option Valuation

The weighted-average assumptions used to value employee and non-employee stock option awards granted under the Stock Plans using the Black Scholes option pricing model, were as follows:


	Six Months Ended June 30,
	2025			2024
Fair value of common stock	$	8.06		$	2.76
Risk-free interest rate		4.22	%		4.25	%
Expected volatility		88.6	%		92.0	%
Expected term (years)		5.93			5.99
Expected dividend yield	—%			—%

2024 ESPP

In October 2024, the Company’s board of directors adopted, and its stockholders approved, the 2024 Employee Stock Purchase Plan (the “2024 ESPP”), which became effective immediately prior to the effective date of the Company's IPO.

As of June 30, 2025, the Company has not issued any shares under the 2024 ESPP as the first offering period began in May 2025, and the first purchase date has not yet taken place. As of June 30, 2025, there were 0.4 million shares available for issuance under the 2024 ESPP. For the three and six months ended June 30, 2025, the Company recorded approximately $0.3 million of compensation expense associated with the 2024 ESPP.

Stock-based Compensation Expense

Stock-based compensation expense for restricted stock awards, stock options and the 2024 ESPP recognized in the Company’s condensed statements of operations and comprehensive loss is presented as follows (in thousands):


	Three Months Ended June 30,				Six Months Ended June 30,
	2025		2024		2025		2024
Research and development expense	$	983	$	314	$	1,645	$	611
General and administrative expense		823		314		1,643		594
Total stock-based compensation expense	$	1,806	$	628	$	3,288	$	1,205

As of June 30, 2025, total unrecognized stock-based compensation expense related to unvested restricted stock awards and unvested stock options was $16.3 million, which is expected to be recognized over a weighted-average period of 2.6 years. As of June 30, 2025, total unrecognized stock-based compensation expense related to the 2024 ESPP was $1.3 million, which is expected to be recognized over a weighted average period of 1.2 years.

Note 8. Related Parties

Third Rock Ventures

In August 2021, the Company entered into a service agreement (the “TRV service agreement”) with Third Rock Ventures, LLC (“TRV”), a holder of more than 5% of the Company’s outstanding capital stock, under which TRV provides consulting services to the Company. For the three and six months ended June 30, 2025, the Company incurred no fees under the TRV service agreement. For the three and six months ended June 30, 2024, under the TRV service agreement, the Company incurred fees of $0.1 million which were recorded within general and administrative expenses in the Company’s condensed statements of operations and comprehensive loss.

SEPTERNA, INC.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS (CONTINUED)

As of December 31, 2024, $0.1 million of expense related to TRV was recorded in accrued expenses and other current liabilities. There were no expenses related to TRV in accrued expenses and other current liabilities on the Company’s condensed balance sheets at June 30, 2025.

The Company’s former interim Chief Medical Officer, and also a member of the Company’s board of directors, is affiliated with TRV (the “TRV Board Member”). The TRV Board Member did not receive any cash compensation from the Company for his service as its interim Chief Medical Officer, as his services were provided to the Company through the TRV service agreement. The TRV Board Member ceased serving as interim Chief Medical Officer in September 2024. In December 2024, the Company entered into a separate consulting agreement with the TRV Board Member, which includes cash compensation to be paid directly to the TRV Board member.

During the three and six months ended June 30, 2025, total fees incurred related to the TRV Board Member’s consulting services were immaterial and $0.1 million, respectively. As of June 30, 2025, outstanding accounts payable to the TRV Board Member for consulting services was immaterial.

For the three and six months ended June 30, 2024, the fees attributed to consulting services provided by the TRV Board Member as the interim Chief Medical Officer were immaterial and $0.1 million, respectively. Additionally, as compensation for his services as the Company's interim Chief Medical Officer, the Company granted him options to purchase 23,227 shares of common stock during the six months ended June 30, 2024 at an exercise price of $2.76 per share.

Note 9. Net Loss Per Share

For all periods presented, diluted net loss per share is the same as basic net loss per share since the effect of including potential common shares is anti-dilutive. Potentially dilutive securities not included in the calculation of diluted net loss per share were as follows (in common stock equivalent shares):


	As of June 30,
	2025		2024
Outstanding stock options		3,299,998		1,796,272
Unvested restricted stock subject to repurchase		341,721		711,193
Employee stock purchase plan		41,108		—
Total antidilutive securities		3,682,827		2,507,465

Note 10. Segment Information

The Company operates in one segment, which is GPCR oral small molecule drug discovery. The Company’s Chief Operating Decision Maker (“CODM”) is its Chief Executive Officer. The measure of segment profit or loss is net loss, which is also reported on the condensed statements of operations and comprehensive loss as net loss.

The measure of segment assets is reported on the balance sheet as total assets. The CODM uses segment net loss to monitor spending, assess performance for the Company and management, evaluate the progress of completing corporate goals, decide how to allocate resources among the Company’s clinical and pre-clinical portfolios, and make strategic decisions about business development opportunities.

SEPTERNA, INC.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS (CONTINUED)

The CODM is regularly provided with the following significant segment expenses:


	Three Months Ended June 30,						Six Months Ended June 30,
	2025			2024			2025			2024
Revenue	$	119		$	370		$	338		$	687
Employee-related expenses, excluding stock-based compensation		7,554			5,143			14,401			9,583
Stock-based compensation		1,806			628			3,288			1,205
External research and development expenses		11,887			7,439			22,126			13,631
External general and administrative expenses		2,492			1,471			5,144			2,325
Other segment expenses*		5,358			3,754			10,267			7,498
Total operating expenses		29,097			18,435			55,226			34,242
Loss from operations		(28,978	)		(18,065	)		(54,888	)		(33,555	)
Other income, net		4,140			1,515			8,574			2,746
Loss before provision for income taxes		(24,838	)		(16,550	)		(46,314	)		(30,809	)
Benefit for income taxes		—			109			—			202
Net loss	$	(24,838	)	$	(16,441	)	$	(46,314	)	$	(30,607	)

(*) Other segment expenses include facility-related and office-related costs, information technology costs, general laboratory costs, and other operating expenses.

As of June 30, 2025 and December 31, 2024, all of the Company’s property and equipment was maintained in the U.S. For the three and six months ended June 30, 2025 and 2024, the Company’s revenue was generated from providing research services and was earned in the U.S.

Note 11. Subsequent Event

On July 4, 2025, the One Big Beautiful Bill Act (“H.R.1”) was signed into law, which introduced significant changes to the U.S. federal income tax code. Among other changes, H.R.1 makes permanent key elements of the Tax Cuts and Jobs Act, including restoring 100% bonus depreciation, eliminating the capitalization requirement for domestic research and development expenses, and modifying the business interest expense limitation, which now allows depreciation and amortization to be included in the limitation calculation. ASC 740 requires the effects of changes in tax rates and laws on deferred tax balances to be recognized in the period in which the legislation is enacted in the third quarter of 2025. The Company is in the process of evaluating H.R.1's impact on its condensed financial statements.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

You should read the following discussion and analysis of our financial condition and results of operations together with our unaudited interim condensed financial statements and related notes included elsewhere in this Quarterly Report and audited financial statements and notes thereto as of and for the year ended December 31, 2024 and the related Management’s Discussion and Analysis of Financial Condition and Results of Operations, both of which are contained in our Annual Report on Form 10-K for the year ended December 31, 2024 (“Annual Report”), filed with the Securities and Exchange Commission (the “SEC”) on March 27, 2025. This discussion and other parts of this Quarterly Report contain forward-looking statements based upon current beliefs, plans, and expectations related to future events and our future financial performance that involve risks, uncertainties and assumptions, such as statements of our plans, objectives, expectations, intentions, forecasts and projections. Our actual results and the timing of selected events could differ materially from those discussed in these forward-looking statements as a result of several factors including, but not limited to, those set forth under the section titled “Risk Factors” and elsewhere in this Quarterly Report. Our historical results are not necessarily indicative of the results that may be expected for any period in the future, and you should carefully read the section titled “Risk Factors” to gain an understanding of the important factors that could cause actual results to differ materially from our forward-looking statements. Please also see the section titled “Special Note Regarding Forward-Looking Statements.”

Overview

We are a biotechnology company pioneering a new era of G protein-coupled receptor (“GPCR”) oral small molecule drug discovery powered by our proprietary Native Complex Platform™. Our industrial-scale platform aims to unlock the full potential of GPCR therapies and has led to the discovery and development of our deep pipeline of product candidates focused initially on treating patients in three therapeutic areas: endocrinology, immunology and inflammation, and metabolic diseases.

Our proprietary Native Complex Platform™ replicates the natural structure, function, and dynamics of GPCRs outside of cells at an industrial scale for, as we believe it, the first time. Our foundational technologies enable us to isolate, purify, and reconstitute full-length, properly folded GPCR proteins within ternary complexes with ligands and transducer proteins in a lipid bilayer that mimics the cell membrane. We then apply state-of-the-art discovery tools and technologies to these defined and tunable protein complexes to structurally design, screen for, and optimize potential product candidates. Leveraging our platform, we conduct GPCR oral small molecule drug discovery using an industrialized and iterative structure-based drug design approach for a diverse collection of GPCR targets. Our Native Complex Platform™ is designed to enable us to target specific GPCRs, uncover novel binding pockets for validated receptors, and pursue a wide spectrum of pharmacologies, including agonists (which activate GPCR signaling), antagonists (which inhibit GPCR signaling), and allosteric modulators (which either increase or decrease the degree of GPCR activation by endogenous ligands), to affect GPCR signaling in different ways to achieve desired therapeutic effects.

We are advancing a deep portfolio of oral small molecule GPCR-targeted programs with novel mechanistic approaches to treat diseases across multiple therapeutic areas for patients with significant unmet needs. Our wholly-owned pipeline, summarized in the figure below, is focused initially on three therapeutic areas: endocrinology, immunology and inflammation, and metabolic diseases.

Financial Overview

We were incorporated in Delaware in December 2019 under the name GPCR NewCo, Inc. In June 2021, we changed our name to Septerna, Inc. We are headquartered in South San Francisco, California.

We have incurred significant operating losses since our inception, except for the year ended December 31, 2023, when we recorded net income of $4.2 million, resulting from the gain on sale of non-financial asset of $47.6 million for the sale of an in-progress research and development (“IPR&D”) asset related to a GPCR program. Our revenue to date has been generated solely from research services. Since our founding, we have devoted substantially all of our resources to organizing and staffing our company, business planning, raising capital, developing our proprietary and structure-based drug discovery platform, identifying and discovering our product candidates, establishing our intellectual property portfolio, conducting research and preclinical studies, including investigational new drug (“IND”)-enabling studies, initiating and conducting clinical trials, establishing arrangements with third parties for the manufacture of our product candidates and related raw materials, and providing general and administrative support for these operations. We have not had any products approved for sale and have not generated any revenue from product sales. Further, we do not expect to generate revenue from commercial product sales until such time, if ever, that we are able to successfully complete the development and obtain marketing approval for one or more of our product candidates. Our ability to generate product revenue will depend on the successful development and eventual commercialization of one or more of our product candidates.

We expect to continue to incur significant and increasing expenditures for the next several years as we:

•

continue to advance our product candidates through preclinical studies and into clinical trials;

•

attract, hire and retain additional personnel;

•

continue to operate as a public company, including expenses related to compliance with the rules and regulations of the SEC and those of any national securities exchange on which our securities are traded, legal, auditing, insurance expenses, investor relations activities, and other administrative and professional services;

•

continue our research and development efforts and expand our pipeline of product candidates;

•

acquire, discover, validate, and develop additional product candidates;

•

manufacture supplies for our preclinical studies and clinical trials;

•

obtain, maintain, expand, and protect our intellectual property portfolio;

•

implement operational, financial and information management systems;

•

make royalty, milestone or other payments under any future, license or collaboration agreements;

•

potentially seek to identify, assess, acquire, or in-license or develop new technologies or additional product candidates;

•

potentially experience any delays, challenges, or other issues associated with the clinical development of our product candidates, including with respect to our regulatory strategies;

•

pursue regulatory approval of product candidates that successfully complete clinical trials; and

•

establish a sales, marketing and distribution infrastructure to commercialize any product candidate for which we may obtain marketing approval and related commercial manufacturing build-out.

Our net losses may fluctuate significantly from period to period, depending upon the timing of our expenditures on research and development activities. Cash used to fund operating expenses is impacted by the timing of when we pay these expenses, as reflected in the change in our accounts payable and accrued expenses and other current liabilities, which includes accrued research and development, in the statements of cash flows in our audited and unaudited interim condensed financial statements included elsewhere in the Quarterly Report. Our net loss was $46.3 million and $30.6 million for the six months ended June 30, 2025 and 2024, respectively. As of June 30, 2025, we had an accumulated deficit of $164.7 million.

As a result, we will require substantial additional funding to further develop our product candidates and support our continuing operations. Until such time, if ever, as we can generate substantial product revenue, we expect to finance our operations through a combination of equity offerings, debt financings, collaborations, strategic alliances and marketing, distribution or licensing arrangements. See the section titled “Liquidity and Capital Resources - Future Funding Requirements” below for additional information.

We have historically financed our operations primarily through the issuances of convertible promissory notes and convertible preferred stock, and, most recently, through an initial public offering (“IPO”). In October 2024, we completed our IPO, pursuant to which we issued and sold an aggregate of 18.4 million shares of our common stock (inclusive of an additional 2.4 million shares of our common stock issued and sold pursuant to the underwriters' exercise of their option to purchase additional shares in full).

The aggregate net proceeds received by us from the IPO was $302.8 million, net of total offering costs of $28.4 million.

We use contract research and development organizations to conduct our preclinical work and clinical trials. Additionally, we utilize third-party contract manufacturing organizations (“CMOs”), to manufacture and supply our preclinical and clinical materials during the development of our product candidates. We expect to use similar contract resources for the commercialization of our products, at least until our resources and operations are at a scale that justifies investment in internal manufacturing capabilities.

We conduct research and manufacturing work outside of the U. S., including China, that may be affected by tariffs, including tariffs that have been or may in the future be imposed by the U.S. or other countries through reciprocal tariffs. While we do not currently believe tariffs will have a material impact on our business or results of operations, we will continue to carefully monitor the situation.

Collaboration, Research Service, and Asset Purchase Agreements

Novo Collaboration Agreement

In May 2025, we entered into a global Collaboration and License Agreement with Novo Nordisk A/S (“Novo”) (the “Novo Collaboration Agreement”). Under the Novo Collaboration Agreement, we and Novo are exclusively collaborating to leverage our proprietary Native Complex Platform™ to discover, develop and commercialize multiple potential oral small molecule therapies for metabolic-related diseases based on certain specified molecular targets. The collaboration objective is to discover and develop several novel mono-, dual-, or triple-acting oral small molecule drug candidates directed across five GPCRs, including the GLP-1, GIP, and glucagon receptors (the “Collaboration Targets”). The collaboration includes our most advanced preclinical metabolic program focused on developing an oral small molecule agonist to the GIP receptor. We and Novo have initially commenced four simultaneous research and development programs (each an “R&D Program”) with each pursuing one or more Collaboration Targets from discovery through development candidate selection.

In July 2025, following the receipt of the antitrust clearance under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), the Novo Collaboration Agreement became effective and, subsequently, we received a one-time, non-refundable upfront payment of $195.0 million. For each R&D Program, we are also eligible to receive up to approximately $498.0 million in research, development, regulatory, and commercial milestone payments. In addition, we are entitled to escalating, tiered royalties ranging from mid-to-high single-digits based on global product sales on a country-by-country and product-by-product basis with respect to a R&D Program until the later of ten years after the date of first commercial sale of the first product in such R&D Program in such country, expiration of specified patent rights covering such product in such country or the expiration of specified regulatory exclusivity for the first product in such R&D Program in such country. See Note 3 to the condensed financial statements included elsewhere in this Quarterly Report for additional information.

Vertex Asset Purchase and Research Service Agreement

Vertex Asset Purchase Agreement

In September 2023, we entered into an asset purchase agreement with Vertex Pharmaceuticals Incorporated (“Vertex”) under which Vertex acquired an IPR&D asset related to a GPCR program, including all intellectual property, materials, and compounds associated with the program (“Vertex Asset Purchase Agreement”). The Vertex Asset Purchase Agreement also provides for a potential milestone payment payable to us contingent upon the achievement of a milestone event. As of June 30, 2025, the variable consideration related to this milestone payment was determined to be improbable of receipt.

In July 2025, this milestone event was determined to have been achieved and, as a result, we received a payment of $12.5 million in August 2025. After this milestone payment, we will not receive any other payments related to this IPR&D asset.

Vertex Research Service Agreement

In conjunction with the Vertex Asset Purchase Agreement, we entered into a research service agreement with Vertex under which we agreed to perform certain exploratory research activities for Vertex (“Vertex Research Service Agreement”).

The Vertex Research Service Agreement is for a two-year term; however, Vertex has the ability to terminate the agreement with a 30-day notice at any time. As a result, we concluded that the contract duration is 30 days, representing a month-to-month service contract. We recognize revenue associated with the Vertex Research Service Agreement over the performance period of the research services as the services are provided.

Components of Results of Operations

Revenue

We have not generated any revenue from product sales and do not expect to do so in the foreseeable future. Our ability to generate product revenue, if ever, will depend on the successful development and eventual commercialization of any product candidates that we identify. If we fail to complete the development of any future product candidates in a timely manner or to obtain regulatory approval for such product candidates, our ability to generate future revenue and our results of operations and financial position would be materially adversely affected. Our revenues to date have been exclusively related to research services. We recognize revenue as specified research services are performed and the results of the research and development services are provided to the customer.

Operating Expenses

Our operating expenses consist of (i) research and development expenses and (ii) general and administrative expenses.

Research and Development

Research and development expenses account for the largest component of our total operating expenses. Research and development expenses consist primarily of direct and unallocated costs incurred for the research and development of our product candidates.

Our research and development expenses consist of:

•

direct costs, including:

▪

preclinical and research program costs, which include external research and development costs related to (i) the production of preclinical materials, including fees and milestones paid to contract manufacturers and (ii) agreements with contract development organizations, consultants and other third-party contract organizations to conduct our preclinical studies and other research and development activities on our behalf, costs incurred in connection with laboratory operations, materials and supplies, and other preclinical studies;

▪

clinical program costs, which include external costs to conduct clinical trials, including costs paid to contract research organizations (“CROs”), the production of clinical materials and fees paid to contract manufacturers, costs incurred in connection with clinical laboratory operations, materials and supplies; and

•

unallocated costs, including:

▪

payroll-related costs, including salaries, benefits and stock-based compensation for employees engaged in research and development activities;

▪

external research and development costs, including contract research and development and professional service fees for consulting and related services;

▪

facility-related and office costs, including lease/rent, building-related expenses, facility-related overhead, and depreciation expense; and

▪

other costs, including expenses related to our funded, sponsored research activities and technology licenses, laboratory operations, information technology (“IT”)-related expenses.

We expense all research and development costs in the periods in which they are incurred. Costs for certain development activities are recognized based on an evaluation of the progress to completion of specific tasks using information and data provided to us by our vendors and third-party service providers.

A significant portion of our research and development costs have been external costs, which we track by stage of development. However, we do not track our unallocated costs on a program specific basis because these costs are deployed across multiple projects and, as such, are not separately classified.

At this time, we cannot reasonably estimate or know the nature, timing, and estimated costs of the efforts that will be necessary to complete the development of, and obtain regulatory approval for, any of our product candidates. We expect that our research and development expenses will increase substantially in absolute dollars for the foreseeable future as we continue to invest in research and development activities related to developing our product candidates, as our product candidates advance into later stages of development, as we begin to conduct clinical trials, as we seek regulatory approvals for any product candidates that successfully complete clinical trials, and as we incur expenses associated with hiring additional personnel to support our research and development efforts. The process of conducting the necessary clinical research to obtain regulatory approval is costly and time-consuming, and the successful development of our product candidates is highly uncertain.

This is due to the numerous risks and uncertainties associated with developing product candidates, many of which are outside of our control, including the uncertainty of:

•

the timing and progress of preclinical and clinical development activities;

•

the number and scope of preclinical and clinical programs we decide to pursue;

•

our ability to maintain our current research and development programs and to establish new ones;

•

establishing an appropriate safety profile with IND-enabling studies;

•

the number of sites and patients included in the clinical trials;

•

the countries in which the clinical trials are conducted;

•

per patient trial costs;

•

successful patient enrollment in, and the initiation of, clinical trials, as well as drop out or discontinuation rates;

•

the successful completion of clinical trials with safety, tolerability and efficacy profiles that are satisfactory to the U.S. Food and Drug Administration (the "FDA"), European Medicines Agency (“EMA”), or any other comparable foreign regulatory authorities;

•

the number of trials required for regulatory approval;

•

the timing, receipt and terms of any regulatory approvals from applicable regulatory authorities;

•

our ability to maintain and establish collaboration arrangements;

•

the performance of any current or future collaborators;

•

establishing commercial manufacturing capabilities or making arrangements with third-party manufacturers;

•

significant and changing government regulation and regulatory guidance;

•

the impact of any business interruptions to our operations or to those of the third parties with whom we work;

•

obtaining, maintaining, defending and enforcing patent claims and other intellectual property rights;

•

launching commercial sales of our product candidates, if approved, whether alone or in collaboration with others; and

•

maintaining a continued acceptable safety profile of the product candidates following approval.

Any changes in the outcome of any of these variables could mean a significant change in the costs and timing associated with the development of our product candidates. For example, if the FDA, EMA or any other comparable foreign regulatory authority were to require us to conduct clinical trials beyond those that we anticipate will be required for the completion of clinical development of a product candidate, or if we experience significant delays in our clinical trials due to patient enrollment or other reasons, we would be required to expend significant additional financial resources and time on the completion of clinical development. We may never obtain regulatory approval for any of our product candidates.

General and Administrative

General and administrative expenses consist primarily of personnel-related costs, costs related to maintenance and filing of intellectual property, legal fees related to corporate matters, professional fees paid for accounting, auditing, consulting, tax and investor relations services, insurance costs, general corporate expenses, and IT-related and facility-related costs not otherwise included in research and development expenses. Personnel-related costs include salaries, benefits, and stock-based compensation for our personnel in executive, legal, finance and accounting, human resources, and other administrative functions.

We expect that our general and administrative expenses will increase substantially in absolute dollars for the foreseeable future as we continue to increase our headcount to support our business growth and to advance our research and development programs.

Other Income, Net

Interest Income

Interest income consists of interest earned on our cash, cash equivalents and marketable securities during the period.

Other Expense, Net

Other expense, net consists primarily of changes in the fair value of our cash equivalents held in money market funds, loss on disposal of our fixed assets and foreign currency transaction gain or loss.

Income Taxes

We are subject to corporate U. S. federal and state income taxation. Our benefit for income taxes is recorded in accordance with Accounting Standard Codification 740, Accounting for Income Taxes, which provides for deferred taxes using an asset and liability approach. We establish a valuation allowance against all of our net deferred tax assets. We consider all available evidence, both positive and negative, including but not limited to our historical operating results, income or loss in recent periods, cumulative losses in recent years, forecasted earnings (losses), future taxable income (loss), and significant risk and uncertainty related to forecasts, and concluded the deferred tax assets are not more likely than not to be realized.

On July 4, 2025, the One Big Beautiful Bill Act (“H.R.1”) was signed into law, which introduced significant changes to the U.S. federal income tax code. Among other changes, H.R.1 makes permanent key elements of the Tax Cuts and Jobs Act, including restoring 100% bonus depreciation, eliminating the capitalization requirement for domestic research and development expenses, and modifying the business interest expense limitation, which now allows depreciation and amortization to be included in the limitation calculation. ASC 740 requires the effects of changes in tax rates and laws on deferred tax balances to be recognized in the period in which the legislation is enacted in the third quarter of 2025. We are in the process of evaluating H.R.1's impact on our condensed financial statements.

Results of Operations

Comparison of the Three and Six Months Ended June 30, 2025 and 2024

Our results of operations for each of the periods indicated are summarized in the table below (in thousands):


	Three Months Ended June 30,									Six Months Ended June 30,
	2025			2024			Change			2025			2024			Change
Revenue	$	119		$	370		$	(251	)	$	338		$	687		$	(349	)
Operating expenses:
Research and development		22,188			15,035			7,153			41,459			28,188			13,271
General and administrative		6,909			3,400			3,509			13,767			6,054			7,713
Total operating expenses		29,097			18,435			10,662			55,226			34,242			20,984
Loss from operations		(28,978	)		(18,065	)		(10,913	)		(54,888	)		(33,555	)		(21,333	)
Other income, net:
Interest income		4,165			1,530			2,635			8,627			2,809			5,818
Other expense, net		(25	)		(15	)		(10	)		(53	)		(63	)		10
Total other income, net		4,140			1,515			2,625			8,574			2,746			5,828
Loss before benefit for income taxes		(24,838	)		(16,550	)		(8,288	)		(46,314	)		(30,809	)		(15,505	)
Benefit for income taxes		—			109			(109	)		—			202			(202	)
Net loss	$	(24,838	)	$	(16,441	)	$	(8,397	)	$	(46,314	)	$	(30,607	)	$	(15,707	)

Revenue

We recorded service revenue of $0.1 million and $0.4 million for the three months ended June 30, 2025 and 2024, respectively. We recorded service revenue of $0.3 million and $0.7 million for the six months ended June 30, 2025 and 2024, respectively. Our service revenue was generated from research activities performed for Vertex in connection with the Vertex Research Service Agreement.

Operating Expenses

Research and Development

The following table summarizes our research and development expenses for the periods indicated by direct and unallocated costs (in thousands):


	Three Months Ended June 30,							Six Months Ended June 30,
	2025		2024		Change			2025		2024		Change
Direct costs:
PTH1R	$	2,524	$	2,731	$	(207	)	$	6,733	$	4,746	$	1,987
SEP-631 (MRGPRX2)		2,743		434		2,309			3,765		874		2,891
Other programs		5,796		1,026		4,770			9,996		2,153		7,843
Unallocated costs:
Payroll-related costs		6,320		4,295		2,025			11,733		7,976		3,757
External research and development costs		1,227		3,405		(2,178	)		2,473		6,459		(3,986	)
Facility-related and office costs		2,050		1,262		788			3,976		2,435		1,541
Other costs		1,528		1,882		(354	)		2,783		3,545		(762	)
Total research and development expense	$	22,188	$	15,035	$	7,153		$	41,459	$	28,188	$	13,271

Research and development expenses were $22.2 million and $15.0 million for the three months ended June 30, 2025 and 2024, respectively. The increase was primarily due to (i) $6.9 million of higher direct costs associated with our clinical and preclinical and research programs, (ii) $2.0 million of higher employee-related costs as a result of increased headcount as we continue to grow our business, and (iii) $0.8 million of higher facility-related and office costs as we expanded our office space in July 2024 to accommodate higher occupancy and larger operational activities, partially offset by $2.2 million of lower expenses attributable to unallocated external research and development costs and $0.4 million of lower other research and development expense.

Research and development expenses were $41.5 million and $28.2 million for the six months ended June 30, 2025 and 2024, respectively. The increase was primarily due to (i) $12.7 million of higher direct costs associated with our clinical and preclinical and research programs, including $1.6 million of higher clinical trial expenses, (ii) $3.8 million of higher employee-related costs as a result of increased headcount as we continue to grow our business, and (iii) $1.5 million of higher facility-related and office costs as we expanded our office space in July 2024 to accommodate higher occupancy and larger operational activities, partially offset by $4.0 million of lower expenses attributable to unallocated external research and development costs and $0.8 million of lower other research and development expense.

In February 2025, the SEP-786 clinical study was discontinued and, as a result, we do not anticipate incurring significant additional clinical trial costs associated with this study. We expect to continue to incur increased research and development expenses as we advance SEP-631 (MRGPRX2) into clinical development and continue to advance next-generation oral small molecule PTH1R agonists from our PTH1R program and other programs in our pipeline toward clinical development.

General and Administrative

General and administrative expenses were $6.9 million and $3.4 million for the three months ended June 30, 2025 and 2024, respectively. The increase was primarily due to (i) $1.5 million of higher employee-related costs as a result of increased headcount to support our growing operations, (ii) $1.3 million of higher legal and consulting fees mainly attributable to costs associated with operating as a public company following our IPO in October 2024, (iii) $0.4 million of higher IT-related expenses, and (iv) $0.2 million of higher facility-related and office costs as we expanded our office space in July 2024 to accommodate higher occupancy and larger operational activities.

General and administrative expenses were $13.8 million and $6.1 million for the six months ended June 30, 2025 and 2024, respectively. The increase was primarily due to (i) $3.3 million of higher legal and consulting fees, mainly attributable to costs associated with operating as a public company following our IPO in October 2024, (ii) $2.9 million of higher employee-related costs as a result of increased headcount to support our growing operations, (iii) $0.8 million of higher IT-related expenses, and (iv) $0.3 million of higher facility-related and office costs as we expanded our office space in July 2024 to accommodate higher occupancy and larger operational activities.

Other Income, Net

Interest Income

Interest income was $4.2 million and $1.5 million for the three months ended June 30, 2025 and 2024, respectively. Interest income was $8.6 million and $2.8 million for the six months ended June 30, 2025 and 2024, respectively. The increases in interest income for the three and six months ended June 30, 2025 as compared to the three and six months ended June 30, 2024, respectively, were due to higher interest rates and higher balances of invested cash in cash equivalents and marketable securities.

Benefit for Income Taxes

We recognized $0.1 million and $0.2 million of benefit for income taxes for the three and six months ended June 30, 2024, respectively. We did not record any benefit or provision for income taxes for the three and six months ended June 30, 2025.

Liquidity and Capital Resources

Sources of Liquidity

Our net losses were $46.3 million and $30.6 million for the six months ended June 30, 2025 and 2024, respectively. As of June 30, 2025, we had an accumulated deficit of $164.7 million. Since our founding, we have devoted substantially all of our resources to organizing and staffing our company, business planning, raising capital, developing our proprietary and structure-based drug discovery platform, identifying and discovering our product candidates, establishing our intellectual property portfolio, conducting research and preclinical studies, including IND-enabling studies, initiating and conducting clinical trials, establishing arrangements with third parties for the manufacture of our product candidates and related raw materials, and providing general and administrative support for these operations. We expect to continue to incur substantial expenditures for our research and development programs.

We historically financed our operations primarily through the issuances of convertible promissory notes and convertible preferred stock, and most recently, through an IPO. In October 2024, we completed our IPO, pursuant to which we issued and sold an aggregate of 18.4 million shares of common stock (inclusive of 2.4 million shares of common stock sold pursuant to the underwriters' exercise of their option to purchase additional shares in full). The aggregate net proceeds received by us from the IPO was $302.8 million, net of total offering costs of $28.4 million.

In July 2025, upon the effectiveness of the Novo Collaboration Agreement, we received an upfront payment of $195.0 million. We believe our cash, cash equivalents and marketable securities of $379.2 million as of June 30, 2025, together with the upfront payment of $195.0 million from the Novo Collaboration Agreement and the milestone payment of $12.5 million from the Vertex Asset Purchase Agreement, will be sufficient to fund our operations and capital expenditure requirements at least into 2029.

Cash Flows

The following table summarizes our cash flows for the periods indicated (in thousands):


	Six Months Ended June 30,
	2025			2024
Net cash used in operating activities	$	(43,630	)	$	(29,698	)
Net cash used in investing activities		(5,660	)		(2,565	)
Net cash provided by financing activities		405			74,952
Net (decrease) increase in cash, cash equivalents and restricted cash	$	(48,885	)	$	42,689

Net Cash Used in Operating Activities

Net cash used in operating activities was $43.6 million and $29.7 million for the six months ended June 30, 2025 and 2024, respectively. The net cash used in operating activities for the six months ended June 30, 2025 was due to our net loss of $46.3 million and a $0.5 million of net change in operating assets and liabilities, partially offset by $3.2 million of non-cash charges for depreciation and amortization, stock-based compensation, non-cash operating lease expense, and accretion of discounts, net, on marketable securities.

The net cash used in operating activities for the six months ended June 30, 2024 was due to our net loss of $30.6 million and $1.0 million of net change in operating assets and liabilities, partially offset by $1.9 million of non-cash charges for depreciation and amortization, stock-based compensation, non-cash operating lease expense, deferred income tax and accretion of discounts, net, on marketable securities.

Net Cash Used in Investing Activities

Net cash used in investing activities of $5.7 million for the six months ended June 30, 2025 was attributable to $113.6 million of purchases of marketable securities and $0.4 million of purchases of property and equipment, partially offset by the maturity of $108.3 million of marketable securities.

Net cash used in investing activities of $2.6 million for the six months ended June 30, 2024 was attributable to $32.2 million of purchases of available-for-sale marketable securities and $0.9 million of purchases of property and equipment, partially offset by the receipt of the remaining $22.6 million from the sale of non-financial asset during the year ended December 31, 2023 and the maturity of $7.9 million of available-for-sale marketable securities.

Net Cash Provided by Financing Activities

Net cash provided by financing activities of $0.4 million for the six months ended June 30, 2025 was attributable to the proceeds from the exercise of stock options.

Net cash provided by financing activities of $75.0 million for the six months ended June 30, 2024 was primarily attributable to the net proceeds from the sale and issuance of our Series B convertible preferred stock.

Future Funding Requirements

Our primary use of cash is to fund our operations, primarily research and development expenditures. Cash used for operating expenses is impacted by the timing of when we pay these expenses, as reflected in the change in our outstanding accounts payable, accrued expenses and prepaid expenses.

Because of the numerous risks and uncertainties associated with research, development and commercialization of pharmaceutical products, we are unable to estimate the exact amount of our operating capital requirements. Our future funding requirements will depend on many factors, including, but not limited to:

•

the scope, timing, progress and results of discovery, preclinical development, laboratory testing and clinical trials for our product candidates;

•

the expenses of manufacturing our product candidates for clinical trials and in preparation for marketing approval and commercialization;

•

our ability to maintain existing collaborations or strategic relationships and the extent to which we identify and enter into future collaborations or other arrangements with additional third parties in order to further develop our product candidates, as well as our ability to realize the intended and potential benefits of such agreements and collaborations;

•

the expenses of preparing, filing and prosecuting patent applications, maintaining and enforcing our intellectual property rights and defending intellectual property-related claims;

•

the expenses and fees associated with the discovery, acquisition or in-license of additional product candidates or technologies;

•

our ability to establish additional collaborations on favorable terms, if at all; the expenses required to scale up our clinical, regulatory and manufacturing capabilities;

•

the expenses of future commercialization activities, if any, including establishing sales, marketing, manufacturing and distribution capabilities, for any of our product candidates for which we receive marketing approval; and

•

revenue, if any, received from commercial sales of our product candidates, should any of our product candidates receive marketing approval.

We will need additional funds to meet operational needs and capital requirements for clinical trials, other research and development expenditures, and business development activities. Because of the numerous risks and uncertainties associated with the development and commercialization of our product candidates, we are unable to estimate the amounts of increased capital outlays and operating expenditures associated with our current and anticipated clinical studies.

Until such time, if ever, as we can generate substantial product revenue, we expect to finance our operations through a combination of private and public equity offerings, debt financings, collaborations, strategic alliances and marketing, distribution or licensing arrangements. To the extent that we raise additional capital through the sale of equity or convertible debt securities, existing stockholders’ ownership interests will be diluted, and the terms of these securities may include liquidation or other preferences that adversely affect existing stockholders’ rights as common stockholders. Debt financing and preferred equity financing, if available, may involve agreements that include covenants limiting or restricting our ability to take specific actions, such as incurring additional debt, making acquisitions or capital expenditures or declaring dividends. If we raise additional funds through collaborations, strategic alliances or marketing, distribution or licensing arrangements with third parties, we may have to relinquish valuable rights to our technologies, future revenue streams, research programs or product candidates, or grant licenses on terms that may not be favorable to us. If we are unable to raise additional funds through equity or debt financings or other arrangements when needed, we may be required to delay, limit, reduce or terminate our research, product development or future commercialization efforts, or grant rights to develop and market product candidates that we would otherwise prefer to develop and market ourselves.

We historically financed our operations primarily through the issuances of convertible promissory notes and convertible preferred stock, and most recently, through an IPO. In October 2024, we completed our IPO, which resulted in net proceeds of $302.8 million, net of total offering costs of $28.4 million. Since our inception, we have devoted substantially all of our resources to raising capital, organizing and staffing our company, business and scientific planning, conducting discovery and research and development activities, establishing, maintaining, and protecting our intellectual property portfolio, developing and progressing our product candidates and preparing for clinical trials, establishing arrangements with third parties for the manufacture of our product candidates and component materials, engaging in collaboration activities, and providing general and administrative support for these operations.

Critical Accounting Policies and Use of Estimates

Management’s discussion and analysis of our financial condition and results of operations is based on our condensed financial statements, which have been prepared in accordance with generally accepted accounting principles in the U.S. (“U.S. GAAP”). The preparation of these condensed financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the condensed financial statements, as well as the reported revenue generated and expenses incurred during the reporting periods. Our estimates are based on our historical experience and on various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions and any such differences may be material. We believe that the accounting policies discussed below are critical to understanding our historical and future performance, as these policies relate to the more significant areas involving management’s judgments and estimates.

During the six months ended June 30, 2025, there have been no material changes to our critical accounting policies and estimates as described in our Annual Report.

Recent Accounting Pronouncements

A description of recently issued accounting pronouncements that may potentially impact our financial position and results of operations is disclosed in Note 1 to our condensed financial statements included elsewhere in this Quarterly Report.

Emerging Growth Company and Smaller Reporting Company Status

We qualify as “emerging growth company” under the JOBS Act, which permits us to take advantage of an extended transition period to comply with new or revised accounting standards. This provision allows an emerging growth company to delay the adoption of accounting standards that have different effective dates for public and private companies until those standards would otherwise apply to private companies.

We have elected to use this extended transition period under the JOBS Act until the earlier of the date we (i) are no longer an emerging growth company or (ii) affirmatively and irrevocably opt out of the extended transition period provided in the JOBS Act. As a result, our financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates. We could be an emerging growth company until the earliest to occur: (i) the last day of the fiscal year in which we have more than $1.235 billion in annual gross revenue; (ii) the date we qualify as a “large accelerated filers” as defined in Rule 12b-2 under the Exchange Act, with at least $700.0 million of equity securities held by non-affiliates; (iii) the issuance, in any three-year period, by us of more than $1.0 billion in non-convertible debt securities; or (iv) the last day of the fiscal year ending after the fifth anniversary of our IPO. Even after we no longer qualify as an emerging growth company, we may continue to qualify as a “smaller reporting company,” which would allow us to take advantage of many of the same exemptions from disclosure requirements including reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, if either (i) the market value of our stock held by non-affiliates is less than $250.0 million or (ii) our annual revenue is less than $100.0 million during the most recently completed fiscal year and the market value of our stock held by non-affiliates is less than $700.0 million.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Principal Executive Officer and Principal Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act), as of the end of the period covered by this Quarterly Report.

Based on such evaluation, our Principal Executive Officer and Principal Financial Officer have concluded that these disclosures controls were effective at a reasonable assurance level as of June 30, 2025.

Changes in Internal Control Over Financial Reporting

There have been no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fiscal quarter ended June 30, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Limitations on Effectiveness of Controls and Procedures

Our management, including our Principal Executive Officer and Principal Financial Officer, believes that our disclosure controls and procedures and internal control over financial reporting are designed to provide reasonable assurance of achieving their objectives and are effective at the reasonable assurance level. However, the effectiveness of any internal control over financial reporting is subject to inherent limitations, including the exercise of judgment in designing, implementing, operating, and evaluating the controls and procedures, and the inability to eliminate misconduct completely. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

PART II—OTHER INFORMATION

Item 1. Legal Proceedings.

The information required with respect to this item can be found under “Legal Proceedings” in Note 5 to our condensed financial statements included elsewhere in this Quarterly Report on Form 10-Q (this “Quarterly Report”) and is incorporated by reference into this Item 1. From time to time, we may become involved in litigation or other legal proceedings. We are not currently a party to any litigation or legal proceedings that, in the opinion of our management, are probable to have a material adverse effect on our business. Regardless of outcome, litigation can have an adverse impact on our business, financial condition, results of operations and prospects because of defense and settlement costs, diversion of management resources and other factors.

Item 1A. Risk Factors.

Investing in our common stock involves a high degree of risk. For a detailed discussion of the risks and uncertainties related to our business, please refer to the section titled “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2024. There have been no material changes from the risk factors set forth in our Annual Report on Form 10-K for the year ended December 31, 2024, except as set forth below. You should carefully consider the risks and uncertainties described below and in our Annual Report on Form 10-K for the year ended December 31, 2024, together with all of the other information contained in or incorporated by reference into this Quarterly Report, including our condensed financial statements and the related notes appearing at the end of this Quarterly Report and the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” before deciding to invest in our common stock. If any of the events or developments described below were to occur, our business, prospects, operating results and financial condition could suffer materially, the trading price of our common stock could decline and you could lose all or part of your investment. The risks and uncertainties described below are not the only ones we face. Additional risks and uncertainties not presently known to us or that we currently believe to be immaterial may also adversely affect our business. This Quarterly Report also contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in the forward-looking statements as a result of a number of factors, including the risks described below. See the section titled “Special Note Regarding Forward-Looking Statements.”

Disruptions at the FDA and other government agencies caused by reduction in staffing, funding shortages or global health concerns could hinder their ability to hire, retain or deploy key leadership and other personnel, or otherwise prevent new or modified products from being developed, approved or commercialized in a timely manner or at all, which could negatively impact our business.

Currently, federal agencies in the U.S. are operating under a continuing resolution that is set to expire on September 30, 2025 and the current U.S. administration is focused on reducing costs of the federal government generally, including significantly reducing the number of government employees. Without appropriation of additional funding to federal agencies, our business operations related to our product development activities for the U.S. market could be impacted. The ability of the FDA, EMA, and other comparable foreign regulatory authorities to review and approve new products can be affected by a variety of factors, including government budget and funding levels, ability to hire and retain key personnel and accept the payment of user fees, and statutory, regulatory, and policy changes. Average review times at the FDA have fluctuated in recent years as a result. The current U.S. administration has issued executive orders seeking to greatly reduce the size of the federal workforce, including through layoffs and severance packages offered to employees of federal agencies within the executive branch and independent agencies, including the FDA. Any such reduction in personnel may result in longer review times by the FDA and other agencies.

Disruptions and personnel turnover, as a result of leadership changes, staff reductions or otherwise, at the FDA and other agencies may also slow the time necessary for new drugs to be reviewed and/or approved by necessary government agencies, which would adversely affect our business. Changes and cuts in FDA staffing have been reported by some within the pharmaceutical industry as creating instances of delays in the FDA’s responsiveness or in its ability to review IND submissions or applications, issue regulations or guidance, or implement or enforce regulatory requirements in a timely fashion or at all. There is also substantial uncertainty as to how regulatory reform measures being implemented by the current U.S. administration, and other political developments, such as government shutdowns or work stoppages, would impact other U.S. regulatory agencies, such as the FDA, SEC and U.S. Patent and Trademark Office (“USPTO”), on which our operations rely. For example, in March 2025, the Department of Health and Human Services announced a broad-scale restructuring effort designed to significantly reduce FDA headcount. In April 2025, FDA employees began to receive reduction in force notices. In addition, over the last several years, the U.S. government shut down several times and certain regulatory agencies, such as the FDA and the SEC, furloughed critical employees and ceased critical activities. If a prolonged government shutdown occurs, or if staffing changes prevent the FDA, USPTO or other regulatory authorities from conducting their regular inspections, reviews, or other regulatory activities, including formal and informal interactions with product developers, it could significantly impact the ability of such regulatory agencies to timely review and process our regulatory submissions, which could have a material adverse effect on our business.

Unfavorable global economic conditions, political instability and geopolitical events could adversely affect our business, financial condition, stock price, and results of operations.

Our business could be adversely affected by unstable economic and political conditions within the U.S. and foreign jurisdictions, including as a result of an economic downturn and geopolitical events, such as changes in the U.S. federal policy that affect the geopolitical landscape. The global credit and financial markets have also generally experienced extreme volatility and disruptions (including as a result of actual or perceived changes in interest rates, inflation and macroeconomic uncertainties), which has included severely diminished liquidity and credit availability, declines in consumer confidence, declines in economic growth, high inflation, uncertainty about economic stability, global supply chain disruptions, and increases in unemployment rates. There can be no assurance that further deterioration in credit and financial markets and confidence in economic conditions will not occur. A severe or prolonged economic downturn could result in a variety of risks to our business, including a decrease in the demand for our product candidates and in our ability to raise additional capital when needed on acceptable terms, if at all.

The financial markets and the global economy may also be adversely affected by the current or anticipated impact of military conflicts, such as the ongoing conflicts between Russia and Ukraine, Israel and Iran, and Israel and Hamas, terrorism, or other geopolitical events. Sanctions imposed by the U.S. and other countries in response to such conflicts, including the one in Ukraine, may also continue to adversely impact the financial markets and the global economy, and any economic countermeasures by the affected countries or others could exacerbate market and economic instability. Additionally, changes to policy implemented by the U.S. Congress, the current U.S. administration or any new U.S. administration have impacted and may in the future impact, among other things, the U.S. and global economy, international trade relations, unemployment, immigration, healthcare, taxation, the U.S. regulatory environment, inflation and other areas. For example, in 2018 and 2019, increased tariffs were implemented on goods imported into the U.S., particularly from China, Canada, and Mexico. Additionally, in 2025, the U.S. imposed significant tariffs on imports from other countries, including a baseline tariff of 10% on imports into the U.S. and higher tariffs on multiple designated countries (including the EU Member States, China, Canada, and Mexico), such as "reciprocal" tariffs at varying rates. Such tariffs have prompted retaliatory measures from several countries, which may further escalate. On April 9, 2025, the U.S. announced that the imposition of most "reciprocal" tariffs would be paused for 90 days pending negotiations with the relevant countries. While pharmaceutical products are currently excluded from the baseline and "reciprocal" tariffs imposed by the U.S., such tariffs still apply to the raw materials and other products necessary for the manufacture and formulation of our product candidates.

In addition, the current U.S. administration has expressed an intent to impose tariffs on pharmaceutical imports, with the stated policy objective of reshoring pharmaceutical manufacturing to the U.S. Among other means, such tariffs may be imposed by the U.S. under Section 232 of the Trade Expansion Act of 1962, as amended, pursuant to which the U.S. Department of Commerce recently initiated an investigation to determine the effects of importing pharmaceuticals and pharmaceutical ingredients on national security. While certain tariffs have subsequently been suspended, modified or temporarily reduced, we cannot predict the results of the U.S. government’s trade negotiations or the outcome of ongoing legal challenges to specific tariff policies. In response to tariffs, other countries have implemented retaliatory tariffs on U.S. goods. Political tensions as a result of trade policies could reduce trade volume, investment, technological exchange and other economic activities between major international economies, resulting in a material adverse effect on global economic conditions and the stability of global financial markets. There has also been proposed U.S. legislation, such as the bill titled the BIOSECURE Act, that may restrict the ability of U.S. pharmaceutical companies to purchase services or products from, or otherwise collaborate with, certain Chinese biotechnology companies of concern without losing the ability to contract with, or otherwise receive funding from, the U.S. government. We continue to assess the legislation as it develops to determine whether it could have an effect on our contractual relationships. Any changes in political, trade, regulatory, and economic conditions, including U.S. trade policies, could have a material adverse effect on our financial condition or results of operations. Until we know what policy changes are made, whether those policy changes are challenged and subsequently upheld by the court system and how those changes impact our business and the business of our competitors over the long term, we will not know if, overall, we will benefit from them or be negatively affected by them.

Furthermore, any disruptions to our supply chain as a result of unfavorable global economic conditions, including due to geopolitical conflicts, could negatively impact the timely execution of our ongoing and future clinical trials. In addition, current inflationary trends in the global economy may impact salaries and wages, costs of goods and transportation expenses, among other things, and recent and potential future disruptions in access to bank deposits or lending commitments due to bank failures may create market and economic instability. We cannot anticipate all of the ways in which the foregoing, and the current economic climate and financial market conditions generally, could adversely impact our business.

Healthcare legislative reform measures may have a negative impact on our business and results of operations.

In the U.S. and some foreign jurisdictions, there have been, and continue to be, several legislative and regulatory changes and proposed changes regarding the healthcare system that could prevent or delay marketing approval of product candidates, restrict or regulate post-approval activities, and affect our ability to profitably sell any product candidates for which we obtain marketing approval. For more information, see the section titled “Business-Government Regulation-Current and Future U.S. Healthcare Reform.”

Among policy makers and payors in the U.S. and elsewhere, there is significant interest in promoting changes in healthcare systems with the stated goals of containing healthcare costs, improving quality and/or expanding access. In the U.S., the pharmaceutical industry has been a particular focus of these efforts and has been significantly affected by major legislative initiatives. In 2010, the Patient Protection and Affordable Care Act, as amended by the Health Care and Education Reconciliation Act was passed, which substantially changed the way healthcare is financed by both the government and private insurers, and significantly impacts the U.S. pharmaceutical industry.

The continuing efforts of the government, insurance companies, managed care organizations and other payors of healthcare services to contain or reduce costs of healthcare may adversely affect:

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the demand for any of our product candidates, if approved;

•

the ability to set a price that we believe is fair for any of our product candidates, if approved;

•

our ability to generate revenues and achieve or maintain profitability;

•

the level of taxes that we are required to pay; and

•

the availability of capital.

Legislative and regulatory proposals have been made to expand post-approval requirements and restrict sales and promotional activities for pharmaceutical and biologic products. In addition, there has been increasing legislative and enforcement interest in the U.S. with respect to specialty drug pricing practices. Specifically, there have been several recent U.S. Congressional inquiries and proposed and enacted federal and state legislation designed to, among other things, bring more transparency to drug pricing, reduce the cost of prescription drugs under Medicare, review the relationship between pricing and manufacturer patient programs, and reform government program reimbursement methodologies for drugs.

In August 2022, the Inflation Reduction Act of 2022 (“IRA”) was signed into law. The IRA includes several provisions that may impact our business, depending on how various aspects of the IRA are implemented. Provisions that may impact our business include a $2,000 out-of-pocket cap for Medicare Part D beneficiaries, the imposition of new manufacturer financial liability on most drugs in Medicare Part D, permitting the U.S. government to negotiate Medicare Part B and Part D pricing for certain high-cost drugs and biologics without generic or biosimilar competition, requiring companies to pay rebates to Medicare for drug prices that increase faster than inflation, and delay until January 1, 2032 the implementation of the HHS rebate rule that would have limited the fees that pharmacy benefit managers can charge. Further, under the IRA, orphan drugs are exempted from the Medicare drug price negotiation program, but only if they have one orphan designation and for which the only approved indication is for that disease or condition. If a product receives multiple orphan designations or has multiple approved indications, it may not qualify for the orphan drug exemption. The implementation of the IRA is currently subject to ongoing litigation challenging the constitutionality of the IRA’s Medicare drug price negotiation program. The effects of the IRA on our business and the healthcare industry in general is not yet known.

On April 15, 2025, the current U.S. administration published Executive Order 14273, “Lowering Drug Prices by Once Again Putting Americans First,” which generally directs the federal government to take measures to reduce drug prices, including eliminating the so-called “pill penalty” under the IRA that creates a distinction between small molecule and large molecule products for purposes of determining when a drug may be eligible for drug price negotiation. On May 12, 2025, the current U.S. administration published Executive Order 14297, “Delivering Most-Favored-Nation Prescription Drug Pricing to American Patients” which generally, among other things, directs the federal government to establish and communicate most-favored-nation price targets to pharmaceutical manufacturers to bring prices for American patients in line with comparably developed nations. Further, the Executive Order directs the federal government to support regulatory paths to allow direct-to-patient sales for companies that meet these targets. It also states that the current U.S. administration will take additional aggressive action (for example, examining whether marketing approvals should be modified or rescinded or opening the door for individual drug importation waivers) should manufacturers fail to offer American consumers the most-favored-nation lowest price. It also directs the Secretary of Commerce and the U.S. Trade Representative to “take all necessary and appropriate action to ensure foreign countries are not engaged in any act, policy, or practice that may be unreasonable or discriminatory or that may impair U.S. national security. including by suppressing the price of pharmaceutical products below fair market value in foreign countries.” Notably, a similar “Most Favored Nation” pricing rule enacted in 2020 was subject to an injunction resulting from judicial challenges to the rule, which was formally rescinded in August 2021.

In addition, at the state level, legislatures have increasingly passed legislation and implemented regulations similar to those under consideration at the federal level, as well as laws designed to control pharmaceutical and biotherapeutic product pricing, including restrictions on pricing or reimbursement at the state government level, limitations on discounts to patients, marketing cost disclosure and transparency measures, restrictions or other limitations on patient assistance, and, in some cases, policies to encourage importation from other countries (subject to federal approval) and bulk purchasing. Certain states are also pursuing cost containment efforts through Prescription Drug Affordability Boards and similar entities.

We cannot be sure whether additional legislative changes will be enacted, or whether FDA regulations, guidance or interpretations will be changed, or what the impact of such changes on the marketing approvals of our product candidates, if any, may be. In addition, increased scrutiny by Congress of the FDA’s approval process may significantly delay or prevent marketing approval, as well as subject us to more stringent product labeling and post-marketing testing and other requirements.

We cannot predict what healthcare reform initiatives may be adopted in the future. We expect that these and other healthcare reform measures that may be adopted in the future, may result in more rigorous coverage criteria and additional downward pressure on the price that we receive for any approved drug. Any reduction in reimbursement from Medicare or other government programs may result in a similar reduction in payments from private payors. The implementation of cost containment measures or other healthcare reforms may prevent us from being able to generate revenue, attain profitability, or commercialize our drugs.

The U.S. Congress, the current U.S. administration, or any new U.S. administration may make substantial changes to fiscal, tax, and other federal policies that may adversely affect our business

Since the start of the current U.S. administration in 2025, U.S. policy changes have been implemented at a rapid pace and additional changes are likely. For example, the U.S. government has adopted new approaches to trade policy and in some cases may renegotiate, or potentially terminate, certain existing bilateral or multi-lateral trade agreements. The U.S. government has also imposed substantial tariffs on most countries throughout the world and has further threatened to continue to broadly impose tariffs, which could lead to corresponding punitive actions by the countries with which the U.S. trades. Changes to U.S. policy implemented by the U.S. Congress, the current U.S. administration or any new U.S. administration have impacted and may in the future impact, among other things, the U.S. and global economy, international trade relations, unemployment, immigration, healthcare, taxation, the U.S. regulatory environment, inflation and other areas. Although we cannot predict the impact, if any, of these changes to our business, they could adversely affect our business. Until we know what policy changes are made, whether those policy changes are challenged and subsequently upheld by the court system and how those changes impact our business and the business of our competitors over the long term, we will not know if, overall, we will benefit from them or be negatively affected by them.

Legislation or other changes in U.S. tax law may have a material adverse effect on our business, cash flow, financial condition, or results of operations.

The rules dealing with U.S. federal, state, and local income taxation are constantly under review by persons involved in the legislative process and by the Internal Revenue Service and the U.S. Treasury Department. For example, the One Big Beautiful Bill Act (“H.R.1”) was signed into law on July 4, 2025 and made significant changes to U.S. federal tax law. Changes to tax laws (which changes may have retroactive application) could adversely affect us or holders of our common stock. For example, under Section 174 of the Internal Revenue Code of 1986, as amended (the “IRC”), in taxable years beginning after December 31, 2021, expenses that are incurred for research and development performed outside the U.S. will be capitalized and amortized, which may have an adverse effect on our cash flow. H.R.1 provides that for taxable years beginning after December 31, 2024, expenses that are incurred for research and development performed in the U.S. may, at the taxpayer’s election, be immediately deducted or capitalized and amortized. In addition, H.R.1 provides that for taxable years beginning after December 31, 2021 and before January 1, 2025, certain eligible taxpayers generally may elect to retroactively deduct expenses for research and development performed in the U.S. in such taxable years by filing amended tax returns for such taxable years, and all other taxpayers that are not eligible to make such an election and that amortized expenses for research and development performed in the U.S. in such taxable years generally may elect to accelerate and deduct the remaining unamortized amounts of such research and development expenses (i) in the first taxable year beginning after December 31, 2024, or (ii) ratably over the two-taxable year period beginning with the first taxable year beginning after December 31, 2024. In recent years, many changes have been made to applicable tax laws and changes are likely to continue to occur in the future. For example, under Section 174 of the Code, in taxable years beginning after December 31, 2021, expenses that are incurred for research and development in the U.S. will be capitalized and amortized, which may have an adverse effect on our cash flow. Future changes in tax laws could have a material adverse effect on our business, cash flow, financial condition or results of operations.

It cannot be predicted whether, when, in what form, or with what effective dates, new tax laws may be enacted, or regulations and rulings may be enacted, promulgated or issued under existing or new tax laws, which could result in an increase in our or our stockholders’ tax liability or require changes in the manner in which we operate in order to minimize or mitigate any adverse effects of changes in tax law or in the interpretation thereof. We urge investors to consult with their legal and tax advisers regarding the implications of potential changes in tax laws on an investment in our common stock.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds On October 24, 2024, our Registration Statement on Form S-1 (File No.

(a) Unregistered Sales of Equity Securities

None.

(b) Use of Proceeds from our IPO

333-282469), as amended, relating to our IPO was declared effective by the Securities and Exchange Commission (the “SEC”) (the “Registration Statement”). Pursuant to the Registration Statement, we registered the offer and sale of 18,400,000 shares of our common stock. On October 28, 2024, we closed our IPO, pursuant to which we issued and sold 18.4 million shares of common stock at the public offering price of $18.00 per share, which included 2.4 million shares of our common stock issued and sold on October 30, 2024 to the underwriters pursuant to the full exercise of their option to purchase additional shares of our common stock, at the public offering price of $18.00 per share. Pursuant to the IPO, we received gross proceeds of $331.2 million, which resulted in net proceeds to us of $302.8 million, after deducting underwriting discounts and commissions and other offering costs payable by us of $28.4 million. J.P. Morgan Securities LLC, TD Securities (USA) LLC, Cantor Fitzgerald & Co. and Wells Fargo Securities, LLC acted as joint book-running managers for the IPO.

The net proceeds from our IPO have been invested according to our approved investment policy in a mix of money market funds and high-quality, fixed income securities. Our planned use of the net proceeds from the IPO as described in our final prospectus filed with the SEC pursuant to Rule 424(b)(4) under the Securities Act of 1933, as amended (the “Securities Act”) on October 25, 2024 has changed due to the discontinuation of the development of our prior lead product candidate, SEP-786. As a result, we currently expect to use our cash, cash equivalents and marketable securities, which include the net proceeds from the IPO, to advance a next-generation oral small molecule PTH1R agonist from our PTH1R program into clinical development, advance SEP-631 into clinical development, continue to advance the other programs in our pipeline, and the remainder to fund working capital and other general corporate purposes. Except for the reallocation of SEP-786 funds discussed above, there has been no material changes in the planned use of proceeds from our IPO as described in our final prospectus filed with the SEC pursuant to Rule 424(b)(4) under the Securities Act on October 25, 2024.

Issuer Repurchases of Equity Securities

None.

Item 3. Defaults Upon Senior Securities.

Not applicable.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

None of our directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted or terminated a Rule 10b5-1 trading plan or arrangement or a non-Rule 10b5-1 trading plan or arrangement, as defined in Item 408(c) of Regulation S-K, during the fiscal quarter ended June 30, 2025 covered by this Quarterly Report.

Item 6. Exhibits.

(a) Exhibits.


		Incorporated by Reference
Exhibit Number	Description	Form	File No.	Exhibit	Filing Date
3.1	Amended and Restated Certificate of Incorporation of the Registrant.	8-K	001-42382	3.1	October 28, 2024
3.2	Amended and Restated Bylaws of the Registrant.	8-K	001-42382	3.2	October 28, 2024
4.1†	Amended and Restated Investors’ Rights Agreement, by and among the Registrant and certain of its stockholders, dated as of June 28, 2023.	S-1	333-282469	4.1	October 24, 2024
4.2	Specimen Common Stock Certificate.	S-1	333-282469	4.2	October 24, 2024
10.1*#	Novo Collaboration Agreement, between the Registrant and Novo Nordisk A/S, dated as of May 13, 2025.
31.1*	Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*	Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*+	Certifications of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS*	Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document.
101.SCH*	Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents
104*	Cover Page formatted as Inline XBRL and contained in Exhibit 101

* Filed herewith.

# Portions of this exhibit (indicated by asterisks) have been omitted in accordance with the rules of the SEC because the Registrant has determined that information is both not material and is the type that the registrant treats as private or confidential.

+ The certifications furnished in Exhibit 32.1 hereto are deemed to be furnished with this Quarterly Report and will not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, except to the extent that the Registrant specifically incorporates it by reference.

† Annexes, schedules and/or exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Registrant agrees to furnish supplementally a copy of any omitted attachment to the SEC on a confidential basis upon request.

(b) Financial Statement Schedules.

None.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this Quarterly Report to be signed on its behalf by the undersigned, thereunto duly authorized.


	Septerna, Inc.

Date: August 11, 2025	By:	/s/ Jeffrey Finer, M.D., Ph.D.
		Jeffrey Finer, M.D., Ph.D.
		Chief Executive Officer
		(Principal Executive Officer)

Date: August 11, 2025	By:	/s/ Gil M. Labrucherie, CFA, J.D.
		Gil M. Labrucherie, CFA, J.D.
		Chief Financial Officer
		(Principal Financial Officer and Principal Accounting Officer)

EX-10.1 2 sepn-ex10_1.htm EX-10.1 EX-10.1

Exhibit 10.1

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE SEPTERNA, INC. HAS DETERMINED THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO SEPTERNA, INC. IF PUBLICLY DISCLOSED.

COLLABORATION AND LICENSE AGREEMENT

between

NOVO NORDISK A/S

and

SEPTERNA, INC.

Table of Contents


1.	DEFINITIONS	1
2.	RESEARCH AND DEVELOPMENT PROGRAMS; TECH TRANSFER	32
2.1	R&D Overview and Purpose	32
2.2	R&D Collaboration Term	32
2.3	R&D Plans and Budgets	33
2.4	R&D Program Stages	34
2.5	Reports	36
2.6	New R&D Programs.	37
2.7	Technology Transfer	38
2.8	Materials Transfer	38
2.9	R&D Program Costs	39
2.10	Standards Applicable to the R&D Programs	40
3.	DEVELOPMENT; COMMERCIALIZATION; MANUFACTURING; SEPTERNA PROFIT SHARE OPTION	41
3.1	Development by Novo Nordisk	41
3.2	Commercialization by Novo Nordisk	46
3.3	Manufacture and Supply	46
3.4	Manufacturing Technology and Material Transfer	47
3.5	Septerna Manufacturing Support	48
3.6	Septerna Profit Share Option	48
4.	REGULATORY MATTERS	54
4.1	Regulatory Decision Power	54
4.2	Assistance	54
4.3	Adverse Event Reporting	54
4.4	Recalls, Suspensions or Withdrawals	55
5.	RECORDS	55
5.1	Development Records – Maintenance	55
5.2	Recordkeeping – Duration	55
5.3	Development Records – Inspections	55
5.4	[***] – Audits	56
5.5	Information Security	56
6.	EXCLUSIVITY	57
6.1	Collaboration Target Exclusivity	57
6.2	[*]; [*]	58


6.3	Change of Control Exceptions	61
6.4	Acquired Programs	63
6.5	Acknowledgement	63
6.6	Novo Restrictions	63
7.	GOVERNANCE	64
7.1	Joint Steering Committee	64
7.2	Membership	64
7.3	Alliance Managers	65
7.4	Discontinuation of JSC	65
7.5	Joint Profit Share Committee	65
7.6	Scientific Project Leaders	65
7.7	JSC Meetings	66
7.8	Emergency JSC Meetings	66
7.9	JSC Meetings – Agenda	66
7.10	JSC Minutes	66
7.11	JSC Responsibilities	66
7.12	Subcommittees	68
7.13	Quorum and Decision Making	68
7.14	JSC Cannot Reach Agreement	68
7.15	Alternatives to Meeting	69
8.	LICENSE GRANT	69
8.1	Research License	69
8.2	Licenses to Novo Nordisk	70
8.3	Sublicenses	70
8.4	Right to Subcontract	71
8.5	No Implied Licenses	71
9.	FINANCIAL PROVISIONS	72
9.1	Upfront Payment	72
9.2	Milestone Payments	72
9.3	Royalty Rate	78
9.4	Royalty Term	79
9.5	Payment Step-Downs	79
9.6	Septerna Third Party Payments	82
9.7	Research Funding	82
9.8	Other Costs	83
9.9	Payment Terms	83
9.10	Mode of Payment	83
9.11	Royalty Reports and Payments	83
9.12	Profit & Loss Share for the Profit Share Product	83
9.13	Audit Right	84
9.14	Taxes	85


9.15	Reimbursement	87
10.	INTELLECTUAL PROPERTY	87
10.1	Disclosure of R&D Plan Inventions	87
10.2	Inventorship	87
10.3	Ownership	88
10.4	Patent Prosecution and Maintenance	90
10.5	Enforcement of Patents	93
10.6	Infringement of Third Party Rights in the Territory	95
10.7	Other Invalidity or Unenforceability Proceedings	97
10.8	Orange Book Listing	98
10.9	Cost and Expenses	98
11.	REPRESENTATIONS, WARRANTIES AND COVENANTS	98
11.1	Mutual Representations and Warranties	98
11.2	Additional Representations and Warranties by Septerna	99
11.3	Additional Disclosures	103
11.4	Covenants by Septerna	105
11.5	No Other Representations and Warranties	107
11.6	Antitrust Clearance	107
12.	INDEMNIFICATION AND LIMITATION OF LIABILITY	108
12.1	Indemnification by Novo Nordisk	108
12.2	Indemnification by Septerna	109
12.3	Indemnification Procedure	109
12.4	Third Party Claims for Profit Share Products	111
12.5	Effect of Investigation	111
12.6	Insurance	111
12.7	Limitation of Liability	112
13.	CONFIDENTIALITY	112
13.1	Duty of Confidence	112
13.2	Exceptions	113
13.3	Authorized Disclosure	114
13.4	Confidential Treatment	116
13.5	Breaches of Confidentiality	117
13.6	Relationship to Confidentiality Agreement	117
13.7	Security	117
13.8	Return of Confidential Information	117
13.9	Residual Knowledge Exception	117
13.10	Attorney-Client Privilege	118
14.	PUBLICATIONS AND PUBLICITY	118


14.1	Public Announcements	118
14.2	Publications Generally	119
14.3	Use of Name	119
15.	TERM AND TERMINATION	119
15.1	Term	119
15.2	Termination	120
16.	EFFECTS OF TERMINATION	122
16.1	General	122
16.2	Effects of Termination Generally	123
16.3	Additional Effects of Certain Terminations	124
16.4	Alternative Remedies in Lieu of Termination	126
16.5	Survival	127
16.6	Remedies	129
16.7	Bankruptcy Code	129
17.	DISPUTE RESOLUTION	130
17.1	Dispute Resolution Mechanism	130
17.2	Resolution by Executive Officers	130
17.3	Arbitration	131
17.4	Excluded Claims	132
17.5	Injunctive Relief	132
17.6	Continued Performance	132
18.	MISCELLANEOUS	132
18.1	Assignment	132
18.2	Designees	133
18.3	Change of Control of Septerna	133
18.4	Entire Agreement; Amendments	134
18.5	Severability	134
18.6	No Waiver and Non-Exclusion of Remedies	135
18.7	Relationship of the Parties	135
18.8	No Third Party Beneficiary Rights	135
18.9	Compliance with Law	135
18.10	Force Majeure	135
18.11	Governing Law	136
18.12	Notices	136
18.13	Further Assurance	137
18.14	Export Control	137
18.15	Binding Effect	137
18.16	English Language	137
18.17	Construction	138
18.18	Expenses	138


18.19	Counterparts	138

SCHEDULES

Schedule 1.22 Collaboration Targets

Schedule 1.29 [***]

Schedule 1.64 [***]

Schedule 1.65 [***]

Schedule 1.112 Program Compounds

Schedule 1.130 Septerna Patents

Schedule 2.1 Collaboration Target(s) for R&D Programs

Schedule 2.3.1 Initial R&D Plan(s)

Schedule 2.10.2 Use of Human Biosamples and Informed Consent

Schedule 2.10.3 Novo Nordisk Principles for the Use of Animals

Schedule 3.6.8 Profit Share Agreement Terms

Schedule 5.5 Information Security Requirement

Schedule 8.4 Permitted Subcontractors and Permitted Activities

Schedule 9.9 Novo Nordisk’s Invoicing Instructions

Schedule 10.4.4 Patent Expert Dispute Procedures

Schedule 11.2 Initial Disclosure Schedule

Schedule 14.1 Press Release

Schedule 16.3.2 [***]

THIS COLLABORATION AND LICENSE AGREEMENT (this “Agreement”) is entered into as of May 13, 2025 (the “Execution Date”) by and between Novo Nordisk A/S, a corporation organized and existing under the laws of Denmark, having an address at Novo Nordisk Allé, 2880 Bagsvaerd, Denmark, CVR No. 24 25 67 90 (“Novo Nordisk”), on the one hand, and Septerna, Inc., a Delaware corporation, with its principal place of business at 250 East Grand Avenue, South San Francisco, CA 94080 (“Septerna”), on the other hand. Septerna and Novo Nordisk are each referred to individually as a “Party” and together as the “Parties”.

BACKGROUND

WHEREAS, Novo Nordisk is a leading global healthcare company engaged in the research, development and commercialization of pharmaceutical products useful in the amelioration, treatment or prevention of human diseases and conditions;

WHEREAS, Septerna has developed the Septerna Platform (as defined below) and has expertise in discovering and generating new chemical entities;

WHEREAS, Novo Nordisk and Septerna desire to enter into this Agreement to allow the Parties to collaborate on the discovery, selection, research and development of novel and existing chemical entities against multiple G-protein coupled receptor (“GPCR”) drug targets utilizing the Septerna Platform; WHEREAS, such collaboration will include R&D Programs (as defined below) relating to one (1) or more specified GPCR drug targets, all in accordance with the terms and conditions of this Agreement; and WHEREAS, in connection with the foregoing, Novo Nordisk desires to obtain from Septerna an exclusive license to Develop, Manufacture and Commercialize Licensed Compounds and Licensed Products in the Field in the Territory (with each capitalized term as respectively defined below), and Septerna is hereby willing to grant such license to Novo Nordisk, all in accordance with the terms and conditions set forth in this Agreement. NOW THEREFORE, in consideration of the mutual covenants and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by both Parties, the Parties, intending to be legally bound, agree as follows: 1. DEFINITIONS Capitalized terms used in this Agreement shall have the meanings specified in this Article 1 or as defined elsewhere in this Agreement. 1.1 “Accounting Standards” means, (a) with respect to Novo Nordisk and its Affiliates, International Financial Reporting Standards, (b) with respect to Sublicensees of Novo Nordisk or its Affiliates, International Financial Reporting Standards or Generally Accepted Accounting Principles as issued by the Financial Accounting Standards Board (FASB) and the Governmental Accounting Standards Board (GASB), as applicable, and (c) with respect to Septerna, its Affiliates or (sub)licensees, Generally Accepted Accounting Principles as issued by the Financial Accounting Standards Board (FASB) and the Governmental Accounting Standards Board (GASB).1.2 “Adverse Event” or “AE” has the meaning set forth in 21 C.F.R. § 312.32, or its equivalent in other jurisdictions in the Territory, and generally means any untoward medical occurrence associated with the use of a product in human subjects, whether or not considered related to such product. An AE does not necessarily have a causal relationship with a product; that is, an AE can be any unfavorable and unintended sign (including an abnormal laboratory finding), symptom or disease temporally associated with the use of such product or with the disease.1.3 “Affiliate” means, with respect to a particular Party, a person, corporation, company, partnership, joint venture or other entity that Controls, is Controlled by, or is under common Control with such Party at any time, in each case, for so long as such Control exists (including existing and future entities meeting this definition). For the purpose of this definition, “Control” of an entity means (a) the ownership, directly or indirectly, of more than fifty percent (50%) of the outstanding voting securities or capital stock of such entity or (b) the power, directly or indirectly, to direct or cause the direction of the general management and policies of the entity in question. [***] 1.4 [***] means [***]. 1.5 [***] means [***].

1.6 [***] means [***].1.7 [***] means [***].1.8 “Annual Net Sales” means, on a Licensed Product-by-Licensed Product basis, for a given Calendar Year, all Net Sales of such Licensed Product throughout the Territory during such Calendar Year.1.9 “Antitrust Authority” means any Governmental Authority having power or authority with respect to antitrust matters, including the United States Federal Trade Commission, the Antitrust Division of the United States Department of Justice, any attorney general of any state of the United States, the European Commission or any other equivalent competition authority of any country or jurisdiction.1.10 “Antitrust Clearance” means the date on which: (a) all applicable waiting periods under applicable Antitrust Laws with respect to any required Antitrust Filings have expired or earlier terminated; (b) no lawsuit or other legal action is pending before any court of competent jurisdiction by a Governmental Authority seeking to inquire, investigate, restrain or prohibit the consummation of the transactions contemplated by this Agreement; and (c) no Applicable Law has been enacted since the Execution Date, or injunction (whether temporary, preliminary or permanent), or other order by a Governmental Authority, in each case, prohibiting consummation of the transactions contemplated by this Agreement.1.11 “Antitrust Clearance Date” means (a) the date on which Antitrust Clearance is achieved, unless either Party terminates this Agreement at any time prior thereto in accordance with the terms hereof, in which case the Effective Date will be deemed not to have occurred or (b) if Novo Nordisk determines that no Antitrust Filing is required for the activities and licenses contemplated under this Agreement, the Execution Date.1.12 “Antitrust Filing” means any filings, notices, applications or other submissions by Septerna or Novo Nordisk to an Antitrust Authority under applicable Antitrust Laws that are necessary or advisable in connection with the transactions contemplated by this Agreement, including any such required filings under the HSR Act.1.13 “Antitrust Laws” means any Applicable Law with respect to antitrust, competition or trade regulations that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or lessening competition, including the HSR Act.1.14 “Applicable Laws” means all federal, state, local, national and supra-national laws, statutes, rules, regulations and other pronouncements having the effect of law from any Governmental Authority, including any rules, regulations, guidelines or requirements of Regulatory Authorities (including GCP, GLP and GMP), taxing authorities, national securities exchanges or securities listing organizations, that may be in effect from time to time during the Term and applicable to a particular activity hereunder.

1.15 “Business Day” means a day, other than Saturday or Sunday, on which commercial banking institutions located in each of San Francisco, California, United States and Copenhagen, Denmark are open for business.1.16 [***] means [***]. 1.17 “Calendar Day” means any day of the Calendar Year.1.18 “Calendar Quarter” means any respective period of three (3) consecutive calendar months ending on March 31, June 30, September 30 or December 31 of any Calendar Year; provided, however, that (a) the first Calendar Quarter of the Term shall extend from the Effective Date to the end of the first complete Calendar Quarter thereafter and (b) the last Calendar Quarter of the Term shall end upon the expiration or termination of this Agreement.1.19 “Calendar Year” means the twelve (12)-month period commencing on January 1 and ending on December 31; provided, however, that (a) the first Calendar Year of the Term shall begin on the Effective Date and end on December 31, 2024 and (b) the last Calendar Year of the Term shall end on the effective date of expiration or termination of this Agreement.1.20 “Change of Control” means with respect to either Party: (a) the acquisition by a Third Party or group of Third Parties acting in concert, in one (1) transaction or a series of related transactions, of direct or indirect beneficial ownership of more than fifty percent (50%) of the outstanding voting equity securities of such Party (or a controlling Affiliate of such Party), or the power, directly or indirectly, to direct or cause the direction of the general management and policies of such Party (or a controlling Affiliate of such Party); (b) a merger, reorganization, business combination or consolidation involving such Party (or a controlling Affiliate of such Party), as a result of which a Third Party or group of Third Parties acting in concert acquires direct or indirect beneficial ownership of more than fifty percent (50%) of the voting power of, or the power, directly or indirectly, to direct or cause the direction of the general management and policies of, the surviving entity immediately after such merger, reorganization, business combination or consolidation; or (c) a sale, exchange, lease, contribution, transfer or disposition of all or substantially all of such Party’s and its Affiliates’ assets taken as a whole, in one (1) transaction or a series of related transactions, to a Third Party or group of Third Parties acting in concert. The acquiring or combining Third Party(ies) in any of (a), (b) or (c), and any of such Third Party’s Affiliates (other than the acquired Party and its Affiliates in existence prior to the applicable transaction, and the successors of such acquired Party and such Affiliates of the acquired Party for so long as they remain Affiliates of the Acquirer or Septerna), are referred to collectively herein as the “Acquirer”.1.21 “Clinical Trial” means any study in humans (including a non-interventional study) conducted to obtain information regarding a pharmaceutical or biologic product, including information relating to the safety, tolerability, pharmacological activity, pharmacokinetics, dose ranging or efficacy of such pharmaceutical or biologic product.1.22 “Collaboration Target” means each of the Targets set forth on Schedule 1.22, and any fragments, variants or post-translationally modified and mutated forms of any such Target, but, in each case, excluding any Dropped Target.

1.23 “Combination Product” means [***].1.24 “Commercialization” means any and all activities directed to the offering for sale and sale of a Licensed Product, including: (a) activities directed to storing, marketing, promoting, detailing, distributing, importing, exporting, selling and offering to sell that Licensed Product; (b) interacting with Regulatory Authorities regarding the foregoing; and (c) seeking Pricing Approvals (as applicable) for that Licensed Product in the Territory. For clarity, “Commercialization” does not include any Clinical Trials, including those commenced after Regulatory Approval, or Manufacturing. When used as a verb, “Commercialize” means to engage in Commercialization activities. For clarity, “Commercialization” shall not include any Development activities.1.25 “Commercially Reasonable Efforts” means [***]1.26 “Compound” means any protein, peptide, antibody, small molecule compound or other molecule (including any biologic or chemical molecule).1.27 “Confidential Information” means all Know-How or other non-public information of any kind provided, disclosed or otherwise made available by or on behalf of one Party or any of its Affiliates to the other Party or any of its Affiliates in connection with this Agreement, including Know-How relating to the terms of this Agreement, any Licensed Compound or Licensed Product (including the Regulatory Documentation), any Exploitation of any Licensed Compound or Licensed Product (including Septerna Know-How and any Know-How that is R&D Plan Technology) or the scientific, regulatory or business affairs or other activities of either Party, in each case, without regard as to whether any of the foregoing is marked “confidential” or “proprietary” at the time of disclosure, or is disclosed in oral, written, graphic, electronic or other form.1.28 “Control” or “Controlled” means, (a) with respect to any Materials, the legal authority or right to physical possession of such Materials, with the right to provide such Materials to the other Party on the terms set forth herein, and (b) with respect to any Know-How (other than Materials), Patent Right or other intellectual property right, possession by a Party or its Affiliate of the right (whether by ownership, license or otherwise, other than pursuant to this Agreement) to grant the other Party a license or sublicense to such Know-How (other than Materials), Patent Right or other intellectual property right without violating the terms of any agreement or other arrangement with a Third Party. Notwithstanding the foregoing, if Septerna or any of its Affiliates obtains rights under any Other Third Party Right after the Effective Date, Septerna and its Affiliates will not be deemed to “Control” such Other Third Party Right except as expressly set forth in Section 10.6.4(c) (Third Party Agreements). 1.29 “[***]” means, [***]. 1.30 “Cover”, “Covering” or “Covered” means, with respect to a given subject matter and Patent Rights, that the making, using, offering to sell, selling or importing of such subject matter would, absent a license to or other right to use such Patent Rights and absent the benefit of the safe harbor provision under 35 U.S.C. Section 271(e)(1) or other Applicable Laws, constitute an infringement of a Valid Claim (or, for any pending Valid Claim, would constitute infringement of such Valid Claim as if it were issued) of such Patent Rights.

1.31 “Covered Financial Product” means, with respect to a country, a Financial Product that is Covered by a Valid Claim of a Royalty-Bearing Patent in such country.1.32 “Data Read-Out” means, with respect to a Clinical Trial, the date that the tables, figures and listings, together with any interim or summary analysis of any clinical data collected, for such Clinical Trial are provided to Novo Nordisk with respect to the applicable Licensed Product after completion of such Clinical Trial.1.33 “Development” means any and all activities directed to Research and non-clinical and clinical drug development activities, including toxicology, carcinogenicity, pharmacology and other non-clinical efforts, statistical analysis, formulation development, delivery system development, manufacturing development, the performance of Clinical Trials (including Manufacturing in support thereof, but excluding any commercial Manufacturing) or other activities reasonably necessary in order to obtain or maintain Regulatory Approval of Licensed Products in the Territory. When used as a verb, “Develop” means to engage in Development activities. For clarity, “Development” shall not include any Commercialization activities.1.34 “Directed Against” means: [***]; provided, however, that (x) [***] and (y) [***].1.35 “Dollar” means the United States of America dollar, and “$” and “USD” will also be interpreted as such.1.36 “Dropped Target” means [***]. 1.37 “Effective Date” means (a) if Septerna provided a written statement pursuant to Section 11.3.1 that no updates to the Initial Disclosure Schedule are required and all such schedules and representations and warranties, as qualified by the Initial Disclosure Schedule, remain true and correct as of the Antitrust Clearance Date, the date Septerna provided such written statement to Novo Nordisk, and (b) if Septerna made any disclosures to Novo Nordisk in the Subsequent Disclosure Schedule, the earlier of (i) the expiration of Novo Nordisk’s termination right under Section 11.3.1 without Novo Nordisk having exercised such termination right and (ii) Novo Nordisk providing Septerna notice that Novo Nordisk is waiving its termination right under Section 11.3.1.1.38 “EMA” means the European Medicines Agency or any successor agency thereto.1.39 “Enabled Licensed Compound” means, [***]. 1.40 “Excluded Know-How” means, [***].1.41 “Excluded Patents” means, [***]. 1.42 “Existing Septerna Patents” means any Septerna Patents existing as of the Effective Date that Cover the composition of, formulations containing, or any methods of using or making any Program Compound, including, whether filed before or after the Effective Date, (a) any U.S. applications, PCT applications and foreign applications filed in countries that are not covered by a PCT application, in each case, solely to the extent they claim priority to any of the foregoing, (b) any foreign counterpart thereof solely to the extent that it claims priority to any of the foregoing, (c) any and all reissues, re-examinations, renewals, substitutions, supplemental extension certificates and extensions of the foregoing and (d) any and all patents issuing from the foregoing; provided, however, [***].

1.43 “Exploit” means to Research, Develop, make, have made, use, register, offer for sale, sell, have sold, Commercialize, import, export, distribute or otherwise exploit, or transfer possession of or title to, a Licensed Compound or Licensed Product. “Exploitation” shall have the correlative meaning.1.44 “FD&C Act” means the United States Federal Food, Drug, and Cosmetic Act, as amended, together with any rules, regulations and requirements promulgated thereunder (including all additions, supplements, extensions and modifications thereto).1.45 “FDA” means the United States Food and Drug Administration and any successor agency thereto.1.46 “Field” means any and all uses, including the diagnosis, treatment, cure, management, mitigation or prevention of any disease in humans or animals.1.47 “Financial Product” means, at any point in time, subject to Section 3.6.12 (Termination of Profit Share Term), any Licensed Product that is not a Profit Share Product; provided that for purposes of Section 9.2 (Milestone Payments), “Financial Product” shall exclude all Licensed Products with respect to an R&D Program for which a Licensed Product is a Profit Share Product. For clarity, for purposes of Section 9.2 (Milestone Payments), if any Licensed Product with respect to an R&D Program is a Profit Share Product, then no Licensed Product with respect to such R&D Program shall be a Financial Product.1.48 “Firewalls” means industry-standard walls and screens established between Septerna and an Acquirer (in the case of a Change of Control of Septerna) that has an Exempt Program that ensure that no non-public information or materials specifically relating to [***] (collectively, “Restricted Information”) are accessible by the applicable personnel of the Acquirer working on, or, except as provided below, making decisions with respect to, an Exempt Program. For clarity, [***]. For purposes of this definition, “Firewalls” shall include: [***].1.49 “First Commercial Sale” means [***].1.50 “First Reimbursed Sale” means, [***]. 1.51 “FTE” means the equivalent of a full-time employee of a Party or its Affiliates based on annual working hours of [***] hours per year (with no further reductions for vacations and holidays). Overtime, and work on weekends, holidays and the like, will not be counted with any multiplier (e.g., time-and-a-half or double time) toward the number of hours that are used to calculate the FTE contribution. The portion of an FTE year devoted by an employee to activities contemplated by this Agreement (including activities under an R&D Program or activities under a Profit Share Summary Development Plan or Profit Share Summary Commercialization Plan) shall be determined by [***]; provided, however, [***].

1.52 “G0 Criteria” means, on an R&D Program-by-R&D Program basis, the G0 criteria listed in the applicable R&D Plan.1.53 “G1 Criteria” means, on an R&D Program-by-R&D Program basis, the G1 criteria listed in the applicable R&D Plan. 1.54 “[***]” means [***]. 1.55 “Generic Product” means, with respect to a particular country and as to a given Licensed Product, any product that is approved by a Regulatory Authority (a) as therapeutically equivalent to or interchangeable with such Licensed Product in such country for at least one (1) approved Indication of such Licensed Product in such country or (b) based on an application that cross-references or relies on, in whole or in part, an approval by a Regulatory Authority for such Licensed Product or the safety and effectiveness data of such Licensed Product generated in support of an approval by a Regulatory Authority for such Licensed Product.1.56 “GIPR” means [***]. 1.57 “GLP-1R” means [***]. 1.58 “Good Clinical Practices” or “GCP” means the then-current requirements, standards, practices and procedures concerning clinical trials and good clinical practice promulgated or endorsed by a Regulatory Authority of competent jurisdiction, including: (a) for the United States, as set forth in the guidelines adopted by the International Conference on Harmonization (“ICH”) entitled “Guidance for Industry E6 Good Clinical Practice: Consolidated Guidance” and “E6(R2) Good Clinical Practice: Integrated Addendum to ICH E6(R1) Guidance for Industry,” and related regulatory requirements imposed by the FDA, including those set forth in 21 C.F.R. Parts 50, 54, 56 and 312; (b) for the European Union, as set forth in Regulation (EU) No 536/2014 of the European Parliament and of the Council of 16 April 2014 and Commission Directive 2005/28/EC of 8 April 2005; (c) as set forth in ICH Guideline for Good Clinical Practice E6(R2); and (d) the equivalent Applicable Laws in any relevant country, each as may be amended and applicable from time to time.1.59 “Good Laboratory Practices” or “GLP” means (a) the then-current requirements, standards, practices and procedures promulgated or endorsed by the FDA as defined in 21 C.F.R. Part 58 or the Good Laboratory Practice principles of the Organization for Economic Co-Operation and Development and (b) the equivalent Applicable Laws in any relevant country, each as may be amended and applicable from time to time.1.60 “Good Manufacturing Practices” or “GMP” means (a) the then-current good manufacturing practices and standards promulgated or endorsed by the FDA, as provided for in the Current Good Manufacturing Practice Regulations of the U.S. Code of Federal Regulations Title 21 (21 C.F.R. §§ 4, 210, 211, 601 and 610), (b) the principles detailed in the ICH Q7 guidelines entitled “Good Manufacturing Practice Guide for Active Pharmaceutical Ingredients” and (c) the equivalent Applicable Laws in any relevant country, each as may be amended and applicable from time to time, including the Commission Delegated Regulation (EU) 2017/1569, Commission Directive (EU) 2017/1572 and the European Commission’s Good Manufacturing Practice guidelines as set out in volume 4 of Eudralex.

1.61 “Governmental Authority” means any multi-national, national, federal, state, local, municipal or other government authority of any nature (including any governmental division, subdivision, department, instrumentality, agency, bureau, branch, office, commission, council, court or other tribunal).1.62 “[***]” means [***].1.63 “HSR Act” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as codified at 15 U.S.C. §18a, as may be amended from time to time, and the rules and regulations promulgated thereunder, or foreign equivalent thereof under Applicable Law (including all additions, supplements, extensions and modifications thereto).1.64 “[***]” means [***].1.65 “[***]” means [***].1.66 “[***]” means [***]. 1.67 “IND” means an investigational new drug application filed with the FDA with respect to a Licensed Product, or an equivalent application filed with a Regulatory Authority in a country other than the United States required to commence Clinical Trials of a pharmaceutical product.1.68 “IND-Enabling Studies” means, with respect to a Compound or Licensed Product, the toxicologic, pharmacologic, pharmacokinetic and other studies that: (a) are conducted in compliance with applicable GLP; (b) are conducted in a species that satisfies all applicable regulatory requirements; and (c) produce data and results required to support the submission of an IND with the FDA sufficient to commence Clinical Trials for such Compound or Licensed Product in the U.S.1.69 “Independent Expert” means an impartial and conflicts-free Third Party expert who (a) has no less than [***] of relevant business and scientific experience in the pharmaceutical or biotechnology industry, (b) is not a current or former director, officer, employee or consultant of any Party or any of its Affiliates or its or their (sub)licensees/Sublicensees and (c) has no known personal financial interest or benefit in the outcome or resolution of the applicable dispute. 1.70 “[***]” means [***].1.71 “Indication” means a separate and distinct disease, syndrome, disorder or medical condition, in each case, for which a candidate, product, [***] or Licensed Product is being Developed or has obtained Regulatory Approval. For clarity, [***].1.72 “Initiation” means[***]. “Initiate” shall have the correlative meaning. 1.73 “IRA” means 42 U.S.C. §§1320f et seq. and all its subsequent amendments and replacements and regulations promulgated thereunder.

1.74 “Know-How” means all information (technical, scientific and other types of information), ideas, concepts, know-how, results, data (including biological, chemical, physical, pharmacological, toxicological, pharmacokinetic, pre-clinical, clinical, safety and quality control data), inventions (including all process, method, utility, formulation, composition of matter, article of manufacture, material, creation, discovery or finding, or any improvement thereof), trade secrets, specifications, instructions, techniques, processes, models, designs, drawings, formulae, methods, practices, procedures, protocols and other information and technology applicable to this Agreement, whether patentable or not, in any tangible or intangible form whatsoever, that is not in the public domain or otherwise publicly known. For clarity, Know-How includes any such information comprised or embodied in any applicable physical materials and excludes published Patent Rights (i.e., Know-How excludes any information disclosed by a Party’s published Patent Rights).1.75 “Knowledge” means the knowledge with respect to the applicable facts and information of the following personnel of Septerna: [***], or any personnel holding positions equivalent to such job titles, in each case, [***]. 1.76 “Licensed Compound” means [***]. 1.77 “Licensed Product” means any pharmaceutical or biological product that contains a Licensed Compound, alone or as a Combination Product, and all (current and future) forms, presentations, strengths, formulations, dosages and delivery modes. When used with respect to an R&D Program, “Licensed Product” shall mean any pharmaceutical or biological product that contains a Licensed Compound that is Directed Against each Collaboration Target with respect to such R&D Program, whether or not also Directed Against other Targets.1.78 “Major European Market Country” means any of [***].1.79 “Major Market” means each of the following countries: [***]. 1.80 “Manufacture” or “Manufacturing” means any and all activities directed to manufacturing, processing, packaging, labeling, filling, finishing, assembly, shipping, storage or freight of any pharmaceutical product (or any components or process steps involving any product or any companion diagnostic), placebo or comparator agent, as the case may be, including quality assurance and stability testing; characterization testing; quality control release testing of drug substance and drug product; quality assurance batch record review and release of product; process development, qualification, validation and scale-up; pre-clinical, clinical and commercial manufacture and analytic development; and product characterization. For clarity, “Manufacturing” may be included as part of Development or Commercialization, to the extent applicable.1.81 “Marketing Authorization” means all Regulatory Approvals (including any applicable Pricing Approvals) from the relevant Regulatory Authorities (including FDA and EMA) necessary to initiate marketing and commercial sales (for clarity, other than so-called “treatment IND sales,” “named patient sales,” and “compassionate use sales,” or any sales prior to receipt of any required Pricing Approval) of a Licensed Product in a country or jurisdiction.

1.82 “Maximum Fair Price” means a maximum fair price under the Inflation Reduction Act’s drug price negotiation program as defined in 42 U.S.C. §1320f(c)(3) and all its subsequent amendments and replacements and guidance or regulations promulgated thereunder or any future Applicable Law in the United States that sets or imposes a cap on the price for a drug product that will be charged to, or reimbursed by, the United States (or any department or agency thereof) or any healthcare program administered by or on behalf thereof.1.83 “Mono-GIPR Compound” means [***]. 1.84 “Mono-GIPR Product” means any [***]. 1.85 “Mono-GIPR Program” means [***].1.86 “[***]” means the date, [***]. 1.87 “NDA” means a New Drug Application submitted to the FDA pursuant to Title 21 of the United States Code of Federal Regulations, as amended from time to time, for Regulatory Approval of a Licensed Product or any successor applications or procedures, and all supplements and amendments that may be filed with respect to the foregoing, and equivalent filings with applicable Regulatory Authorities in other jurisdictions in the Territory.1.88 “Net Sales” with respect to a Licensed Product shall be calculated [***] less any of the following deductions [***].1.89 “New Product Patent” means any Septerna Patent (excluding any Existing Septerna Patent or Second Generation Product Patent) that specifically Covers the composition of, formulations containing, or any methods of using or making: (a) a Licensed Compound or (b) a Licensed Product containing such Licensed Compound.1.90 “nM” means nanomolar concentration (i.e., there is one billionth of a mole of solute in one (1) liter of solution).1.91 “[***]” means [***]. 1.92 “Novo Indication” means any of the following: [***]. 1.93 “Novo Nordisk Competitor” means any Third Party that is [***]. 1.94 “[***]” means [***]. 1.95 “[***]” means [***]. 1.96 “Out-of-Pocket Costs” means costs and expenses paid (or payable and accrued in accordance with Accounting Standards consistently applied) by either Party or any of its Affiliates to a Third Party in the conduct of activities under this Agreement, including (a) payments to contract personnel (including contractors, consultants and subcontractors) and (b) costs for non-customary lab consumables; provided that such amounts (x) paid or payable by a Party to a Third Party that will be billed or paid (as applicable) as pass-through costs and (y) shall not include Overhead Costs (which, for clarity, are subsumed in the applicable FTE rate).

1.97 “Overhead Costs” means costs incurred by a Party or its Affiliates or for its or their account that are attributable to (a) a Party’s or its Affiliates’ supervisory or support services or functions, (b) occupancy costs, (c) corporate bonus amounts (to the extent not charged directly to a department), (d) its payroll, (e) information systems, (f) human relations, (g) purchasing functions, (h) allocation according to company departments based on space occupied or headcount or other activity-based method, including any such costs attributed to a Party’s or its Affiliates’ FTEs or contract personnel or (i) general corporate activities including, by way of example, executive management, investor relations, business development, legal affairs and finance.1.98 “Patent Rights” means the rights and interests in and to issued patents and pending patent applications (which, for purposes of this Agreement, include certificates of invention, applications for certificates of invention and priority rights) in any country or region where filed, including all provisional applications, substitutions, continuations, supplementary protection certificates, continuations-in-part, continued prosecution applications, including requests for continued examination, divisional applications and renewals, and all letters patent or certificates of invention granted thereon, and all reissues, reexaminations, extensions (including pediatric exclusivity patent extensions), term restorations, renewals, substitutions, confirmations, registrations, revalidations, revisions and additions of or to any of the foregoing, and all foreign counterparts of any of the foregoing.1.99 “Person” means an individual, sole proprietorship, partnership, limited partnership, limited liability partnership, corporation, limited liability company, business trust, joint stock company, trust, incorporated association, joint venture or similar entity or organization, including a government or political subdivision, department or agency of a government.1.100 “Phase 1 Clinical Trial” means a Clinical Trial of a Licensed Product that would satisfy the requirements of 21 C.F.R. § 312.21(a) or its equivalent in other jurisdictions outside of the United States.1.101 “Phase 2 Clinical Trial” means a Clinical Trial of a Licensed Product that would satisfy the requirements of 21 C.F.R. § 312.21(b) or its equivalent in other jurisdictions outside of the United States. A phase 1/2 clinical trial shall not be considered a “Phase 2 Clinical Trial”; provided that [***]. 1.102 “Phase 3 Clinical Trial” means a Clinical Trial of a Licensed Product that would satisfy the requirements of 21 C.F.R. § 312.21(c) or its equivalent in other jurisdictions outside of the United States; provided, however, that with respect to any such Clinical Trial outside of the U.S., the FDA permits the treatment of patients in the U.S. under an open IND in such Clinical Trial. A phase 2/3 clinical trial shall not be considered a “Phase 3 Clinical Trial”; provided [***]. 1.103 “PMDA” means the Japanese Pharmaceutical and Medical Device Agency and any successor thereto.1.104 “Pricing Approval” means, with respect to a Licensed Product, in any country where a Regulatory Authority or other Third Party authorizes reimbursement for, or approves or determines pricing for, pharmaceutical products, receipt (or, if required to make such authorization, approval or determination effective, publication) of such reimbursement authorization or pricing approval or determination (as the case may be) for such Licensed Product in such country.

1.105 “Privacy and Data Security Laws” means any Applicable Laws relating to the privacy, data protection, integrity, processing and security of personal data, including: (a) United States federal and state Applicable Laws thereof, including the Health Insurance Portability and Accountability Act of 1996, as amended and all implementing regulations, (b) United States state data protection and data breach notification laws, including the California Consumer Privacy Act (CA Civil Code § 1798.100, et seq.), (c) the General Data Protection Regulation (EU) 2016/679, (d) any related Applicable Laws implementing the foregoing and (e) any equivalent Applicable Laws in any other jurisdiction in the Territory.1.106 “Product Patent” means (a) any Septerna Patent (other than an Existing Septerna Patent) that specifically Covers the composition of, formulations containing, or any methods of using or making a Licensed Compound or Licensed Product, including, for clarity, any New Product Patent and any Second Generation Product Patent or (b) any Shared Septerna Patent. 1.107 “[***]” means each occurrence of (a) [***] and (b) [***]. 1.108 “Profit Share Option Data Package” means, with respect to a Qualified Licensed Product for which Septerna has a Profit Share Option in accordance with Section 3.6 (Septerna Profit Share Option), (a) [***], (b) [***], (c) [***] and (d) [***]. 1.109 “Profit Share Option Trigger Threshold” means, on a Licensed Product-by-Licensed Product basis, either (a) [***] or (b) [***].1.110 “Profit Share Product” means, unless and [***], a Qualified Licensed Product for which the Parties have executed a Profit Share Agreement.1.111 “Profit Share Term” means, with respect to the Profit Share Product, the period commencing [***] and ending on [***].1.112 “Program Compound” means any Compound [***]. 1.113 “Programs Modification Term” means the period beginning [***] and continuing [***]; provided that if, [***]; provided that, if, [***]. 1.114 “Prosecuting Party” means, with respect to any Patent Rights at a point in time, the Party that has the right to prosecute and maintain such Patent Right pursuant to Section 10.4 (Patent Prosecution and Maintenance) or otherwise at such time.1.115 “[***]” means [***]. 1.116 “[***]” means [***].

1.117 “R&D Plan Technology” means (a) Know-How developed, created, conceived or reduced to practice by or on behalf of either Party or its Affiliates or its or their (sub)licensees/Sublicensees, either alone or jointly with the other Party or its Affiliates or its or their (sub)licensees/Sublicensees, in each case, under or in connection with the R&D Programs and (b) any Patent Rights that Cover any Know-How described in clause (a).1.118 “R&D Program Term” means, with respect to each R&D Program, the period starting from the date on which the JSC approves the first R&D Plan for such R&D Program (which, for any R&D Plan attached hereto as of the Effective Date, shall be deemed to be the Effective Date) and ending on the earlier of: (a) [***] after the last Final Report Acceptance Date for such R&D Program; and (b) (i) the date on which such R&D Program is terminated (including pursuant to Section 2.4.6 (Infeasible R&D Programs)), or, if applicable, substituted in Novo Nordisk’s exercise of an R&D Program Modification Right as set forth in Section 2.6.1 (R&D Program Modification Right). Unless otherwise mutually agreed by the Parties, the duration of an R&D Program Term shall be no more than [***]; provided, that, with respect to an R&D Program, if, at the end of such [***], neither clause (a) nor clause (b) in the preceding sentence has occurred, and there are R&D Plan Activities for such R&D Program that are ongoing or have not yet been conducted, then the R&D Program Term will be extended until [***]; and provided, further, [***].1.119 “Region” means each of the following: [***]. 1.120 “Regulatory Approval” means, collectively, any and all approvals (including supplements, amendments and pre- and post-approvals), licenses, registrations or authorizations (including marketing authorizations)of any Regulatory Authority that are necessary for the Development, Manufacture and Commercialization of a pharmaceutical product (including a Licensed Product) in a given jurisdiction.1.121 “Regulatory Authority” means any Governmental Authority with authority over the Development, Manufacture and Commercialization of a pharmaceutical product (including a Licensed Product) in the Territory, including the right to grant approvals with respect thereto, which includes the FDA in the U.S., the EMA in the EU, the PMDA in Japan and any other applicable Governmental Authority having jurisdiction over a Licensed Product.1.122 “Regulatory Documentation” means all (a) applications (including all INDs and applications for Regulatory Approval), registrations, licenses, authorizations and approvals (including Regulatory Approvals); (b) correspondence and reports submitted to or received from Regulatory Authorities (including minutes and official contact reports relating to any communications with any Regulatory Authority) and all supporting documents with respect thereto, including all adverse event files and complaint files; (c) supplements or changes to any of the foregoing; and (d) clinical, non-clinical and other data contained or relied upon in any of the foregoing; in each case ((a)-(d)), relating to a Licensed Compound or Licensed Product.1.123 “[***]” means[***].1.124 “Research” means any and all activities directed to the research, identification, generation, formatting, screening, selecting, testing (including in silico, in vitro, ex vivo human validation systems and animal models), optimization, stability testing and toxicology of Licensed Products.

When used as a verb, “to Research” and “Researching” means to engage or engaging in Research.1.125 “Royalty-Bearing Patent” means, with respect to a Licensed Product and a country, (a) any [***] (b) [***]; provided that, [***]. 1.126 “Royalty Term” means, on a country-by-country and Financial Product-by-Financial Product basis, with respect to any Financial Product with respect to any R&D Program, the term beginning with the First Commercial Sale of such Financial Product in such country and expiring upon the later of: [***]. 1.127 “Screening Libraries” means [***]. 1.128 “Selected Drug” means a drug selected under the Drug Price Negotiation Program, as described in Section 1192 of the Social Security Act.1.129 “Septerna Know-How” means any and all Know-How that: (a) Septerna or any of its Affiliates Control; and (b) is necessary or reasonably useful to (i) conduct any activities under an R&D Plan or (ii) Exploit any Licensed Compound or Licensed Product, but excluding any Joint Know-How and Excluded Know-How. 1.130 “Septerna Patents” means any Patent Rights Controlled by Septerna or any of its Affiliates that Cover Septerna Know-How or that are otherwise necessary or reasonably useful to (a) conduct any activities under an R&D Plan or (b) Exploit any Licensed Compound or Licensed Product, but excluding any Joint Patents or Excluded Patents. The Septerna Patents existing as of the Effective Date are listed in Schedule 1.130. The Septerna Patents include any [***], except as otherwise expressly set forth in this Agreement.1.131 “Septerna Platform” means [***].1.132 “Septerna Research Costs” means, with respect to an R&D Program, the Septerna Research FTE Costs incurred, and the direct Out-of-Pocket Costs recorded as an expense, in each case, by Septerna or any of its Affiliates in accordance with the applicable Accounting Standards after the Effective Date and during the Term that are specifically identifiable or reasonably allocable to Development activities in the R&D Plan for such R&D Program; provided that such costs, to the extent incurred or recorded as an expense in a particular [***], shall be included in “Septerna Research Costs” only to the extent less than [***] of the aggregate amounts set forth in the then-current R&D Budget for such R&D Program for such [***] (subject to additional Permitted Budget Overruns pursuant to Section 2.9 (R&D Program Costs)). 1.133 “Septerna Research FTE Costs” means, with respect to an R&D Program, an amount equal to the product of the Septerna Research FTE Rate and the actual number of FTEs who performed the applicable R&D Plan Activities or Additional R&D Program Optimization Activities for such R&D Program. For clarity, FTEs shall be pro-rated on a daily basis (e.g., for any Calendar Year during the R&D Collaboration Term that is less than a full year). For further clarity, [***].

1.134 “Septerna Research FTE Rate” means [***] per FTE per Calendar Year, which rate shall be adjusted each Calendar Year during the R&D Collaboration Term to reflect the percentage increase or decrease in the Consumer Price Index for All Urban Consumers (CPI-U) published by the U.S. Bureau of Labor Statistics as of December 31 of each Calendar Year, over the level of such Consumer Price Index as of December 31 of the prior Calendar Year, with the first such increase or decrease to be effective on January 1, 2026. The Septerna Research FTE Rate represents [***]. 1.135 “Septerna Technology” means Septerna Know-How and Septerna Patents.1.136 “Shared Septerna Patent” means any Existing Septerna Patent that [***].1.137 “Sublicensee” means a Person, other than an Affiliate, that is granted a sublicense by Novo Nordisk under the grants in Section 8.2 (Licenses to Novo Nordisk), as provided in Section 8.3 (Sublicenses), except for a Third Party to which Novo Nordisk grants a sublicense to settle or avoid litigation or any Patent Right dispute related to (a) the alleged infringement by a Licensed Product or the Exploitation thereof of any Patent Rights or other intellectual property of a Third Party or (b) the alleged non-infringement, invalidity or unenforceability of or challenge against any Patent Rights Covering or claiming a Licensed Product; provided that any bona fide Third Party commercial distributor that pays to Novo Nordisk or its Affiliate a supply price for the Licensed Product ordered from Novo Nordisk or its Affiliate shall not be considered a “Sublicensee” hereunder, irrespective of whether a sublicense is granted by Novo Nordisk or its Affiliate to such Third Party; provided, further, that [***]. 1.138 “Target” means [***].1.139 “Target Indication” means with respect to [***].1.140 “Tax” means any federal, state, local, regional, municipal, or other tax or taxation, levy duty, charge, withholding, or other assessment of any kind (including any related fine, penalty, addition to tax surcharge, or interest) imposed by, or payable to, a Governmental Authority, including sales, use, excise, stamp, transfer, property, value added, goods and services, withholding and franchise taxes. 1.141 “Terminated Profit Share Product” means with respect to the Profit Share Agreement that is terminated by Novo Nordisk pursuant to Section 3.6.12(a)(ii), the Financial Product that was the Profit Share Product of such Profit Share Agreement. 1.142 “Terminated Region” means any Region for which this Agreement has been terminated as described in Article 15, and in the event of termination of the Agreement in its entirety, all Regions.1.143 “Territory” means worldwide, excluding all Terminated Regions.1.144 “Third Party” means any Person other than Novo Nordisk or Septerna or an Affiliate of Novo Nordisk or Septerna.1.145 “[***]” means [***].

1.146 “Third Party Services Agreements” means the following agreements: [***]. 1.147 “USD” means the United States of America dollar, and “$” and “dollar” will also be interpreted as such.1.148 “Valid Claim” means (a) a claim of an issued and unexpired Patent Right that has not been (i) held permanently revoked, unenforceable, unpatentable or invalid by a decision of a patent office, court or governmental body of competent jurisdiction in a final order, from which no further appeal can be or has been taken, (ii) disclaimed, admitted to be invalid or unenforceable or rendered unenforceable through disclaimer, reissue or otherwise or (iii) abandoned, dedicated to the public or finally rejected by a Governmental Authority from which no appeal can be taken or (b) a pending claim of a patent application that has not been cancelled, withdrawn or abandoned and that has not been finally rejected by a Governmental Authority from which no appeal can be or has been taken; provided, however, that, on a country-by-country basis, if such a claim is not issued within [***] after the earliest non-provisional filing date of a patent application from which such claim takes priority, such claim shall not constitute a Valid Claim [***].1.149 “VAT” means value added tax or similar sales or transfer tax.1.150 Additional Definitions. These additional definitions have the meaning set forth in the following Sections:


Term	Section
Acquiree	1.145
Acquirer	1.20
Additional R&D Program Optimization Activities	2.4.4
[***]	[***]
Agreement	Preamble
Alliance Manager	7.3
[***]	[***]
Audited Party	9.13
Auditor	9.13
Bankruptcy Laws	16.7
Breaching Party	15.2.2
Budget Overrun	2.9.2
Claim	12.1
Collaboration Data	5.5
Collaboration Personnel	1.48
[***]	[***]
Collaboration Target Exclusivity Term	6.1
Collaboration Target Milestone Event	9.2.1
Collaboration Target Milestone Payment	9.2.1
[***]	[***]
[***]	[***]
Commercial Milestone Event	9.2.3
Commercial Milestone Payment	9.2.3
[***]	[***]
Competing Infringement	10.5.1
Confidentiality Agreement	13.6
[***]	[***]


Term	Section
[***]	[***]
Cure Period	15.2.2
[***]	[***]
DEL	1.131
Development Cost and Profit/Loss Split	3.6.7
[***]	[***]
Development Records	5.1
Development to G1 Activities	2.4.2
Development Update	3.1.1
[***]	[***]
Disclosing Party	13.1
Dispute	17.1
ERC	6.2.1
Excluded Claim	17.4
Execution Date	Preamble
Exempt Program	6.3
[***]	[***]
Extensions	10.4.6
Final Report	2.4.3(a)
Final Report Acceptance Date	2.4.3(a)
Final Report Delivery Date	11.2
Final Report Disclosure Schedule	11.3.2
[***]	[***]
[***]	[***]
Force Majeure	18.10
GPCR	Recitals
G0 Data Package	2.4.1
ICC	17.3.1
ICH	1.58
[***]	[***]
Indemnified Party	12.3.1
Indemnifying Party	12.3.1
Indirect Taxes	9.14.3
Infringement Action	10.5.2(a)
Initial Disclosure Schedule	11.2
Joint Know-How	10.3.1
Joint IP	10.3.1
Joint Patents	10.3.1
JPSC	7.5
JSC	7.1
Losses	12.1
Manufacturing Technology and Material Transfer	3.4
Manufacturing Transition Plan	3.4
Materials	2.8
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]


Term	Section
Native Complex	1.131
Necessary Third Party Right	10.6.4(b)
New R&D Program	2.6.2
[***]	[***]
Non-breaching Party	15.2.2
[***]	[***]
[***]	1.108
Novo Nordisk	Preamble
[***]	[***]
Novo Nordisk Indemnitee	12.2
Novo Studies	2.4.5
Novo Third Party Agreement	10.6.4(a)
Ongoing Programs Limitation	2.1
[***]	[***]
Other Components	1.23
[***]	[***]
Owed Party	9.15
Owing Party	9.15
Other Third Party Right	10.6.4(c)
Parent Compound	1.39
Party	Preamble
Patent Challenge	15.2.6
Patent Challenging Party	15.2.6
[***]	[***]
[***]	[***]
Paying Party	9.14.2
Permitted Budget Overruns	2.9.3
Permitted Subcontractors	8.4
Product Information	13.1
[***]	[***]
Profit Share Agreement	3.6.8
[***]	[***]
Profit Share Exercise Notice	3.6.4
Profit Share Information Request	3.6.6
Profit Share Negotiation Period	3.6.8
Profit Share Option	3.6.1
Profit Share Option Period	3.6.4
Profit Share Option Trigger Threshold Notice	3.6.2
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
Project Leader	7.6
Proposed New Program Plan	2.6.2
Prosecution and Maintenance	10.4.2
Qualified Licensed Product	3.6.1
R&D Budget	2.3.2
R&D Collaboration Term	2.2
R&D Plan	2.3.1
R&D Plan Activities	2.3.1
R&D Program	2.1


Term	Section
R&D Program Modification Right	2.6.1
[***]	[***]
Receiving Party	13.1
Recipient	9.14.2
Redacted Agreement	13.4.2
Research and Development Milestone Event	9.2.2
Research and Development Milestone Payment	9.2.2
Residual Knowledge	13.9
Restricted Information	1.48
Restricted Personnel	1.48
[***]	[***]
[***]	[***]
Reverted Product	16.3.2
Royalty Payments	9.3
SEC	13.4.2
Second Generation Product Patents	10.4.1
[***]	[***]
[***]	[***]
Septerna	Preamble
Septerna Indemnitee	12.1
Septerna Other Patent	10.4.2
Shared Claim	12.4
Shared Losses	12.4
Shared Septerna Patent Matter	10.4.4
Subsequent Disclosure Schedule	11.3.1
[***]	[***]
Supervisory Executives	1.48
Supply Agreement	3.3.3
[***]	[***]
Term	15.1
[***]	[***]
Third Party Action	10.6.1
Third Party IP Notice	10.6.4(c)
Third Party Patent Challenge	10.7.2
Third Party Right	10.6.4(a)
[***]	[***]
[***]	[***]

2. RESEARCH AND DEVELOPMENT PROGRAMS; TECH TRANSFER.2.1 R&D Overview and Purpose. With respect to each Collaboration Target or combination of Collaboration Targets set forth in Schedule 2.1 and as more fully set forth in the applicable R&D Plan, Septerna and Novo Nordisk will conduct Research and Development programs, in each case, as further set forth in the applicable R&D Plan and in Section 2.4 (R&D Program Stages),[***] (such Research and Development program with respect to the Collaboration Targets or combination of Collaboration Targets set forth in Schedule 2.1, a “R&D Program” and collectively the “R&D Programs”). Following the end of the R&D Program Term for an R&D Program for which the Final Report Acceptance Date has occurred, except as set forth in Section 2.4.4 (Additional R&D Program Optimization Activities) and [***], as between the Parties, unless otherwise mutually agreed by the Parties, Novo Nordisk will have the sole right to

conduct all further Development, Manufacturing, Commercialization and other Exploitation with respect to Licensed Compounds and Licensed Products with respect to such R&D Program, at its sole cost and expense. During the Programs Modification Term, Novo Nordisk will have the right to create new R&D Programs as provided in Section 2.6 (New R&D Programs); provided that the number of R&D Programs that are subject to ongoing R&D Plan Activities at any given time may not exceed [***] R&D Programs unless otherwise agreed by Septerna in writing (such limitation on the number of R&D Programs, the “Ongoing Programs Limitation”). For clarity, Exploitation by or on behalf of Novo Nordisk (other than as set forth in Section 2.4.4 (Additional R&D Program Optimization Activities)) of the Licensed Products arising out of an R&D Program, after the applicable Final Report Acceptance Date, is not part of any R&D Program and will not be subject to any R&D Plan.2.2 R&D Collaboration Term. The R&D Programs shall be conducted over a term commencing on the Effective Date and ending on: [***] (the “R&D Collaboration Term”).2.3 R&D Plans and Budgets.

2.3.1 Creation of R&D Plans. The scope and specific terms governing each R&D Program, including all Development activities with respect to the Collaboration Target(s), Program Compounds and Licensed Compounds for such R&D Program and the timelines and budget for such activities, shall be set forth in one (1) or more mutually agreed upon research and development plans for each R&D Program (each, an “R&D Plan”). As of the Execution Date, the initial R&D Plan for each R&D Program is set forth in Schedule 2.3.1. Each R&D Plan will include [***].

2.3.2 R&D Budgets. Each R&D Plan shall include a detailed written budget [***] for Septerna’s R&D Plan Activities or Additional R&D Program Optimization Activities set forth therein, which will include [***](for each R&D Plan, a “R&D Budget”).

2.3.3 Review of R&D Plans. Each R&D Plan (including the R&D Budget included therein) shall be reviewed, updated and amended by the Parties, through the JSC, on [***]; provided that either Party shall have the right to propose any additional update or amendment to an R&D Plan (including the R&D Budget included therein) in connection with the progress of the applicable R&D Program, by submitting such proposed amendment in writing to the JSC for review and approval; provided, further, [***]). With respect to any R&D Budget or amendment thereto, the JSC shall review and agree to a recommended R&D Budget, which Novo Nordisk shall submit for internal governance approval. If Novo Nordisk receives such approval, the JSC shall approve such recommended R&D Budget. If Novo Nordisk does not receive such approval, the JSC shall further review, update and agree to a revised recommended R&D Budget, which revised R&D Budget shall be submitted for Novo Nordisk internal governance approval in accordance with the foregoing. In case of a conflict between the terms and conditions of this Agreement and any provision in an R&D Plan, the terms and conditions of this Agreement shall prevail.

2.4 R&D Program Stages. Septerna shall begin activities under each R&D Plan promptly after the Effective Date or such other date as may be set forth in the applicable R&D

Plan. Unless otherwise set forth in an amendment to an R&D Plan approved in accordance with Section 2.3.3 (Review of R&D Plans), each R&D Plan will consist of the following stages:

2.4.1 Development to G0. On an R&D Program-by-R&D Program basis, Septerna will, [***], conduct initial screening, hit confirmation, hit validation, high resolution structure analysis, and hit-to-lead optimization activities for each Collaboration Target included in such R&D Program as described in the applicable R&D Plan. [***] Following [***] leading to the discovery of Licensed Compound(s) meeting the G0 Criteria for an R&D Program in accordance with the applicable R&D Plan, Septerna will deliver to Novo Nordisk a data package for such R&D Program, containing the data and information generated in the performance of such activities and any other information in its possession or control that is necessary or useful to select Licensed Compounds to progress to Development to G1 Activities (each, a “G0 Data Package”).

2.4.2 Development to G1. On an R&D Program-by-R&D Program basis, no later than [***] after Novo Nordisk’s receipt of the G0 Data Package for an R&D Program, the JSC will meet to review the G0 Data Package and determine whether to progress existing Licensed Compounds with respect to such R&D Program to further research and pre-clinical Development activities up to [***] (such activities, the “Development to G1 Activities”) or to continue R&D Plan Activities as described in Section 2.4.1 (Development to G0) to advance additional Program Compounds toward the G0 Criteria under such R&D Program.

2.4.3 Final Report; Program Transition.

(a) On an R&D Program-by-R&D Program basis, following completion of Development to G1 Activities with respect to a Licensed Compound for such R&D Program in accordance with the applicable R&D Plan, Septerna will present to Novo Nordisk a final report containing all data and information generated in the conduct of such R&D Program, including such data set forth in the R&D Plan for such R&D Program (for each R&D Program, a “Final Report”). Following Novo Nordisk’s receipt of a Final Report, Novo Nordisk will, within [***], either notify Septerna (i) that such Final Report has been accepted by Novo Nordisk or (ii) that Novo Nordisk in good faith believes such Final Report does not include all of the data and information therefor, in which case Septerna will discuss with Novo Nordisk to determine the completeness of such Final Report and, if any such data or information is missing, Septerna will address Novo Nordisk’s concerns by delivering to Novo Nordisk a revised Final Report [***]; provided that Septerna shall not be required to perform additional Development activities to generate any such additional data or information that are not otherwise required pursuant to the applicable R&D Plan or Section 2.4.4 (Additional R&D Program Optimization Activities). In the event that Novo Nordisk fails to notify Septerna within such [***] period in accordance with clause (i) or clause (ii) above, the Final Report will be deemed to have been accepted by Novo Nordisk (the date of such acceptance or deemed acceptance of the Final Report, the “Final Report Acceptance Date”). For clarity, following the first Final Report Acceptance Date for an R&D Program, Novo Nordisk will not, via the JSC, revise the applicable R&D Plan to require Septerna to perform additional Research activities, unless pursuant to Section 2.4.4 (Additional R&D Program Optimization Activities) or Section 2.4.3(b). Following the first Final Report Acceptance Date with respect to an R&D Program, (A) as between the Parties, Novo Nordisk will have the sole right (subject to Section 2.4.4 (Additional R&D Program Optimization Activities) and Section 2.4.3(b)) to conduct or have conducted further Development, Manufacturing, Commercialization and other Exploitation activities with respect to any Licensed Compounds and Licensed Products with respect to such R&D Program in accordance with Articles 3 and 4‎, and (B) Septerna will complete a technology transfer with respect to such R&D Program in accordance with Section 2.7 (Technology Transfer) and Section 3.4 (Manufacturing Technology and Material Transfer).

(b) With respect to each R&D Program, within [***] after the first Final Report Acceptance Date for such R&D Program, Novo Nordisk shall have the right to amend the R&D Plan for such R&D Program to include additional R&D Plan Activities with respect to additional back-up or follow-on Licensed Compounds, subject to the JSC’s review and approval as set forth in Section 2.3.3 (Review of R&D Plans) and Section 7.14 (JSC Cannot Reach Agreement) (which review and approval may occur after such [***] period). Upon approval by the JSC, such additional R&D Plan Activities may be performed after the first Final Report Acceptance Date for such R&D Program but in no event shall Septerna be required to perform any R&D Plan Activities after the end of the R&D Program Term for such R&D Program. Upon completion of such R&D Plan Activities, Septerna shall provide a Final Report with respect thereto and the procedures set forth above shall apply mutatis mutandis with respect to the Final Report Acceptance Date for such additional R&D Plan Activities.

2.4.4 Additional R&D Program Optimization Activities. With respect to an R&D Program, upon Novo Nordisk’s reasonable written request (including by email to Septerna’s Alliance Manager) during the R&D Program Term for such R&D Program, the JSC will discuss additional Development activities for such R&D Program following the Final Report Acceptance Date for such R&D Program (“Additional R&D Program Optimization Activities”), which, for clarity, shall not include Development activities for additional back-up or follow-on Licensed Compounds, and shall be limited to additional assays or experiments to be performed with respect to Licensed Compounds to support Development following the Final Report Acceptance Date. Following the JSC’s approval, Septerna will perform such Additional R&D Program Optimization Activities; provided that, subject to Section 7.14 (JSC Cannot Reach Agreement), Septerna shall not be required to perform any Additional R&D Program Optimization Activities that would reasonably be anticipated to take more than [***] to complete if Septerna were to use [***] to perform such Additional R&D Program Optimization Activities. Novo Nordisk will prepare an amendment to the applicable R&D Plan (including to the applicable R&D Budget) reflecting such Additional R&D Program Optimization Activities for the applicable R&D Program and will submit such amendment and budget to the JSC to review, discuss and approve, and Septerna will perform such Additional R&D Program Optimization Activities in accordance with Section 2.10.1 (Applicable Laws and Standards; Performance Obligations). Promptly following completion of such Additional R&D Program Optimization Activities, Septerna will provide and transfer to Novo Nordisk copies of all data and information and other Septerna Know-How resulting from such Additional R&D Program Optimization Activities. For clarity, Additional R&D Program Optimization Activities are not R&D Plan Activities.

2.4.5 Novo Studies. At any time prior to the completion of the technology transfer with respect to an R&D Program in accordance with Section 2.7 (Technology Transfer), Novo Nordisk will have the right to conduct studies with respect to any Licensed Compound or Licensed Product for such R&D Program that Novo Nordisk deems necessary or useful to advance such R&D Program or otherwise support the goals of such R&D Program or evaluate such Licensed Compound or Licensed Product for further Development, such as biological profiling

studies, in each case, as set forth in the applicable R&D Plan for such R&D Program (the “Novo Studies”). Septerna will, at Novo Nordisk’s cost and expense, provide to Novo Nordisk, in accordance with Section 2.8 (Materials Transfer), any Septerna Know-How and reasonable quantities of the applicable Licensed Compounds, Licensed Products and Materials, as applicable, requested by Novo Nordisk for the conduct of the Novo Studies; provided that Novo Nordisk informs Septerna of the overall objective of the Novo Studies that include such Licensed Compounds, Licensed Products or Materials. Novo Nordisk will keep Septerna reasonably informed through the JSC via high-level summaries of the Novo Studies that Novo Nordisk conducts and high-level results of such Novo Studies.

2.4.6 Infeasible R&D Programs. If Septerna reasonably believes that any R&D Plan Activity in an R&D Plan is technically infeasible to complete, it will notify Novo Nordisk, and either Party may propose an amendment to such R&D Plan to address such concerns in accordance with Section 2.3.3 (Review of R&D Plans). The JSC will meet within [***] after such request to discuss Septerna’s concerns and whether to approve any proposed amendment to such R&D Plan, terminate the relevant R&D Program or substitute or initiate a new R&D Program in accordance with Section 2.6 (New R&D Programs).

2.5 Reports. Without limiting Section 2.4.1 (Development to G0), Section 2.4.2 (Development to G1), Section 2.4.3 (Final Report; Program Transition) or Section 2.7 (Technology Transfer):

2.5.1 R&D Plan Activities Reports. Within [***] following the end of each [***] during which Septerna performs any R&D Plan Activities or Additional R&D Program Optimization Activities, Septerna shall provide to Novo Nordisk a reasonably detailed report of such activities it has performed, or caused to be performed, since the preceding report, its activities in process and the future activities it expects to initiate during the then-current [***]. Without limiting the foregoing, Septerna shall promptly make available to Novo Nordisk all material Know-How (including all results and data) from R&D Plan Activities or Additional R&D Program Optimization Activities performed under the R&D Plans (and excluding, for clarity, any such Know-How or information specifically related to the Septerna Platform that does not constitute Product Information), and, at Novo Nordisk’s request, shall meet with Novo Nordisk to discuss the Licensed Compounds and Licensed Products.

2.5.2 [***] Reports. Within [***] following the end of each [***] during which Septerna performs any activities with respect to any [***] in accordance with Section 8.1.2, Septerna shall provide to Novo Nordisk a high-level report of (a) the identity of any such [***] for which Septerna has performed such activities and (b) any Licensed Compound that is identified or generated under or in connection with such activities (including whether any such Licensed Compound is an [***]).

2.6 New R&D Programs.

2.6.1 R&D Program Modification Right. During the Programs Modification Term, Novo Nordisk will have the right to substitute new R&D Programs for any ongoing R&D Programs at any time or initiate a new R&D Program at any time after the first Final Report Acceptance Date for each R&D Program, subject to the Ongoing Programs Limitation (such rights,

the “R&D Program Modification Right”). For avoidance of doubt, the number of R&D Programs that are subject to ongoing R&D Plan Activities at any given time may not exceed [***] R&D Programs unless otherwise agreed by Septerna in writing.

2.6.2 New R&D Programs Proposal. Subject to the Ongoing Programs Limitation, Novo Nordisk may exercise its R&D Program Modification Right in accordance with Section 2.6.1 (R&D Program Modification Right) by providing written notice to Septerna, which written notice shall include (a) the proposed Collaboration Target(s) that Novo Nordisk desires to include in as a new R&D Program (the “New R&D Program”), and (b) if applicable, any existing R&D Program that Novo Nordisk intends to be replaced and terminated. Within [***] after Septerna’s receipt of such notice, Novo Nordisk shall prepare (and Septerna will provide support with respect thereto as reasonably requested by Novo Nordisk) and present to the JSC a proposed R&D Plan for such New R&D Program, including an R&D Budget for such New R&D Program (the “Proposed New Program Plan”).

2.6.3 New R&D Plan. Upon receiving the Proposed New Program Plan, the Parties shall, via the JSC, discuss in good faith and approve the Proposed New Program Plan (and, for clarity, such approval by the JSC shall be subject to Section 7.14.2). Once approved by the JSC, the Proposed New Program Plan shall be deemed to be an R&D Plan for the New R&D Program for purposes of this Agreement.

2.6.4 Effect of Exercise of R&D Program Modification Right. Effective upon Septerna’s receipt of written notice that Novo Nordisk wishes to exercise its R&D Program Modification Right: (a) the New R&D Program will be an R&D Program; and (b) any R&D Program that is terminated and substituted in Novo Nordisk’s exercise of such R&D Program Modification Right (but not, for clarity, any R&D Program for which a Final Report Acceptance Date has occurred) will cease to be an R&D Program, and neither Party will have any obligation to perform further R&D Plan Activities with respect to such terminated and substituted R&D Program.

2.6.5 New R&D Program for [***]. If Novo Nordisk fails to exercise its R&D Program Modification Right to establish an R&D Program that includes [***] as a Collaboration Target prior to the date that is [***] after the last Final Report Acceptance Date and completion of the Additional R&D Program Optimization Activities, if any, for an R&D Program (or, if earlier, upon the first substitution or initiation of a new R&D Program for an ongoing R&D Program pursuant to Section 2.6.1 (R&D Program Modification Right)), [***] will be a Dropped Target and will cease to be a Collaboration Target for purposes of this Agreement.

2.7 Technology Transfer. In addition to the manufacturing technology and material transfer to be conducted as described in Section 3.4 (Manufacturing Technology and Material Transfer), promptly following the first Final Report Acceptance Date (and any subsequent Final Report Acceptance Date thereafter, as applicable) with respect to an R&D Program, at Novo Nordisk’s cost and expense, Septerna will transition to Novo Nordisk the Development and Manufacture of Licensed Compounds and Licensed Products with respect to such R&D Program, including by providing and transferring to Novo Nordisk (a) copies of all Septerna Know-How with respect to such R&D Program (excluding any Know-How specific to Septerna Platform that does not constitute Product Information), and (b) all Licensed Compounds and Licensed Products

with respect to such R&D Program. If requested by Novo Nordisk, the JSC shall develop a plan outlining the key transition activities to be carried out by the Parties with respect to each R&D Program, and Septerna will use [***] to perform the activities assigned to it under such transition plan. Notwithstanding anything to the contrary herein, Septerna has no obligation to disclose or transfer to Novo Nordisk any Know-How pertaining to the Septerna Platform that is not Product Information. 2.8 Materials Transfer. In order to facilitate the activities contemplated under the R&D Plans and the conduct of the Novo Studies, either Party may provide to the other Party certain chemical compounds or other materials Controlled by the supplying Party (collectively, other than Licensed Compounds and Licensed Products and any materials transferred pursuant to Section 3.4 (Manufacturing Technology and Material Transfer), “Materials”) for use by the other Party for the conduct of R&D Plan Activities or Additional R&D Program Optimization Activities or Novo Studies in furtherance of an R&D Program. Except as otherwise expressly set forth under this Agreement, (a) all such Materials delivered to the other Party will remain the sole property of the supplying Party, (b) will be used only (i) by Septerna, in the performance of R&D Plan Activities or Additional R&D Program Optimization Activities conducted in accordance with the R&D Plan or other activities agreed by the Parties in writing and (ii) by Novo Nordisk, in furtherance of its license rights set forth in Section 8.2 (Licenses to Novo Nordisk), including in the performance of R&D Plan Activities or Additional R&D Program Optimization Activities or Novo Studies, (c) except as provided in clause (b), will not be used or delivered to or for the benefit of any Third Party without the prior written consent of the supplying Party (except for Permitted Subcontractors performing any R&D Plan Activities or Additional R&D Program Optimization Activities or as otherwise set forth in the applicable R&D Plan), and (d) will be used in compliance with Applicable Law. No Party shall attempt to determine the chemical structure of any Materials provided by the other Party. Each Party will use the Materials supplied under this Agreement with prudence and appropriate caution in any experimental work as not all of their characteristics may be known. The supplying Party will provide the other Party the most current material safety data sheet for the Materials upon transfer of any Materials. Except as expressly set forth in this Agreement, THE MATERIALS ARE PROVIDED “AS IS” AND WITHOUT ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR ANY PARTICULAR PURPOSE OR ANY WARRANTY THAT THE USE OF THE MATERIALS WILL NOT INFRINGE OR VIOLATE ANY PATENT OR OTHER PROPRIETARY RIGHTS OF ANY THIRD PARTY. To the extent consistent with the Parties’ existing standard operating procedures with respect to similar materials, prior to the initial transfer of any Materials hereunder, the Parties will agree on an appropriate recording system pursuant to which Materials will be provided under the terms of this Agreement. Unless otherwise agreed by the Parties, any such recording system will require each Party providing Materials to the other Party pursuant to this Agreement to document in a material transfer record (v) the type and name of the Materials transferred, (w) the amount of the Materials transferred, (x) the date of the transfer of such Materials, (y) the proposed use of such Materials by the Party receiving such Material and (z) any specific restrictions on the use and or subsequent transfer of such Materials imposed by any written agreement with any Third Party.2.9 R&D Program Costs.

2.9.1 Unless otherwise agreed to in writing by the Parties, (a) except as set forth in clause (b) with respect to Septerna and in Section 2.4.5 (Novo Studies) with respect to Septerna’s provision of Licensed Compounds, Licensed Products or Materials, each Party will be responsible for all of the costs and expenses incurred by it or its respective Affiliates in the performance of its activities under each R&D Program and, with respect to Novo Nordisk, the Novo Studies and (b) Novo Nordisk shall make payments to Septerna in accordance with and pursuant to Section 9.7 (Research Funding) for documented Septerna Research Costs.

2.9.2 In the event that Septerna Research FTE Costs and Out-of-Pocket Costs for any R&D Program at any time during an applicable Calendar Year are expected to be greater than, on a cumulative annual basis, the aggregate amounts set forth in the then-current R&D Budget for such R&D Program or the Additional R&D Program Optimization Activities for an R&D Program for such Calendar Year by [***] or more (such excess amount above [***] of the then-current R&D Budget, a “Budget Overrun”), then further Novo Nordisk internal governance committee review and approval will be required but is not guaranteed for any such Budget Overrun. Septerna shall provide Novo Nordisk with reasonable advance written notice of any anticipated Budget Overruns through the JSC, accompanied by, as applicable, (a) a detailed, line-item breakdown of all such anticipated increased Septerna Research FTE Costs and Out-of-Pocket Costs relating to such Budget Overrun, (b) an overall impact assessment of the requested changes, including impact on the overall R&D Budget and current or future obligations to perform the R&D Plan Activities or Additional R&D Program Optimization Activities for such R&D Program and (c) [***] forecasted estimates of performance against the then-current R&D Budget for such R&D Program, and with the foregoing ((a)-(c)), seek Novo Nordisk’s approval for such requested amounts that represent such additional Septerna Research FTE Costs and Out-of-Pocket Costs to be actually incurred.

2.9.3 To the extent any Budget Overrun amount is subsequently approved by Novo Nordisk according to the foregoing, (a) such additional Septerna Research FTE Costs and Out-of-Pocket Costs shall constitute Septerna Research Costs and shall be used solely by Septerna for the R&D Program for which such Septerna Research Costs were approved, and (b) Novo Nordisk shall make payments to Septerna in accordance with and pursuant to Section 9.6 (Research Funding), during each remaining applicable [***] for such Calendar Year (such approved amounts, “Permitted Budget Overruns”). [***]

2.10 Standards Applicable to the R&D Programs.

2.10.1 Applicable Laws and Standards; Performance Obligations. All Development activities conducted by either Party under or in connection with each R&D Program shall be conducted in a good scientific manner and in accordance with the applicable R&D Plan and all Applicable Laws. Septerna shall use [***] to (a) complete all R&D Plan Activities or Additional R&D Program Optimization Activities for which it is responsible under the R&D Plans, (b) complete such R&D Plan Activities or Additional R&D Program Optimization Activities in accordance with the timelines and R&D Budget set forth in the applicable R&D Plan and (c) with respect to each R&D Program, Develop a Licensed Compound that satisfies applicable [***] for such R&D Program; provided that, with respect to any such activities for which Septerna is required to use [***], in no event shall such efforts and resources be less than those used by Septerna and its Affiliates for any of its or their other programs. Except as set forth in Section 2.4.5

(Novo Studies) and Section 2.8 (Materials Transfer), each Party shall provide all materials, facilities and resources necessary for it to perform its Development activities set forth in each R&D Plan and shall devote the efforts of suitably qualified and trained employees and personnel capable of carrying out such Development activities to perform such Development activities in a professional and workmanlike manner, with reasonable care and skill, and consistent with sound and ethical business and scientific practices.

2.10.2 Human Biosamples. If applicable, in the event that Septerna wishes to use or source any human biosamples for use to perform any activities to be conducted pursuant to an R&D Plan, including from a Third Party supplier, Septerna will only do so after receiving prior approval of the JSC with respect thereto; provided, however, [***]. Each Party represents and warrants that, in performing its obligations under the R&D Plans, it shall adhere to and comply with the obligations related to the use of human biosamples set forth in Schedule 2.10.2 and shall use [***] to ensure that all future subcontractors (including CROs) adhere to and comply with these obligations. The decision to use human biosamples in the activities to be conducted pursuant to an R&D Plan shall be made by the JSC.

2.10.3 Use of Animals. Prior to the use of animals in connection with the activities to be conducted pursuant to the R&D Plans by Septerna, Septerna shall obtain Novo Nordisk’s prior written approval therefor, including with respect to facilities to be used in connection therewith. If animals are so used, the Parties agree to ensure high welfare standards for experimental animals used in any activities to be conducted pursuant to the R&D Plans. Septerna acknowledges that it has read and understood Novo Nordisk’s Principles for the Use of Animals attached hereto in Schedule 2.10.3 and agrees to adhere to and comply with these obligations. Septerna must promptly notify Novo Nordisk in the event of any material unexpected issues in relation to animal welfare or bioethical concerns that occur under an R&D Plan. The Parties agree to reasonably collaborate to address any such issues and concerns to the extent such issues and concerns relate to more than local legal requirements. Septerna must report to Novo Nordisk the number of experimental animals having been (and if applicable, plan to be) used by or on behalf of Septerna under each R&D Plan in a Calendar Year (if any) no later than [***] of such Calendar Year. Septerna acknowledges that initiation of activities involving the use of animals under the R&D Plans is subject to Novo Nordisk’s approval of the R&D Plans. Novo Nordisk (i) will review the R&D Plans and the protocol(s) with respect to anticipated animal use and (ii) may require an on-site animal welfare inspection prior to initiation of any experimental animal activities to be conducted pursuant to the R&D Plans. If Novo Nordisk wishes to perform such animal welfare inspection during the R&D Collaboration Term, Septerna shall give Novo Nordisk access to the relevant areas of its site (or, to the extent such activities are conducted at a Third Party site, the relevant areas of such Third Party site) upon reasonable notice of no less than [***]; provided that any such audit shall not be conducted more than [***] (except in the event that an audit identifies any issues, in which case Novo Nordisk shall be permitted to undertake a follow-up audit) and shall be conducted during normal business hours, subject to customary confidentiality obligations and security measures reasonably required by Septerna (or such Third Party, as applicable) and in a manner intended to minimize any disruptions to Septerna’s (or such Third Party’s, as applicable) day-to-day business.

3. DEVELOPMENT; COMMERCIALIZATION; MANUFACTURING; SEPTERNA PROFIT SHARE OPTION

3.1 Development by Novo Nordisk.

3.1.1 General. Following the first Final Report Acceptance Date with respect to an R&D Program, as between the Parties, except for any Additional R&D Program Optimization Activities or Research activities performed pursuant to Section 2.4.3(b), Novo Nordisk shall have the sole right, itself or through its Affiliates or Sublicensees or Permitted Subcontractors, to further Develop, including to seek Regulatory Approval for, any Licensed Products with respect to such R&D Program in the Field in the Territory, at its sole cost and expense (except with respect to Development Costs for the Profit Share Product, which shall be shared in accordance with the Profit Share Agreement). Novo Nordisk will use [***] to Develop, including to seek Regulatory Approval for, in [***] for [***]Indication, [***]; provided that the foregoing shall only apply to [***] to the extent that a Final Report is delivered [***] and [***] has satisfied the G1 Criteria or has otherwise been advanced by Novo Nordisk to IND-Enabling Studies. At least [***] (and, with respect to [***]) during [***], Novo Nordisk shall prepare, update and share with Septerna a high-level written development status update (the “Development Update”), which shall be summary in nature and which shall outline material Development activities performed since the preceding report and in process or anticipated to be performed during the [***] (or [***] period with respect to [***]). Novo Nordisk may update and amend, as Novo Nordisk deems appropriate, the then-current Development Update from time to time and shall submit such updates or amendments to Septerna.

3.1.2 [***]

(a) [***].

(b) [***].

3.1.3 [***]

(a) [***].

(b) [***].

(d) [***].

(e) [***].

(f) [***].

(g) [***].

3.1.4 [***].

3.2 Commercialization by Novo Nordisk. As between the Parties, Novo Nordisk shall have the sole right to control and be solely responsible for, itself or through its Affiliates or Sublicensees or Permitted Subcontractors and at its sole cost and expense (except with respect to Operating Profits or Losses for the Profit Share Product, which shall be shared in accordance with the Profit Share Agreement), all aspects of the Commercialization of Licensed Products in the Field in the Territory. Novo Nordisk shall use [***] to Commercialize in the [***]; provided that the foregoing shall only apply [***] to the extent a Regulatory Approval (including, where applicable, Pricing Approval) is received in [***] for [***].3.3 Manufacture and Supply.

3.3.1 Unless otherwise mutually agreed by the Parties, as between the Parties, (a) [***] will be responsible for the Manufacture and supply of Licensed Compounds until completion of Development to G1 Activities for any R&D Program; provided that, [***] (itself or through its Affiliate(s) or Sublicensee(s)) will have the sole right to perform, and sole control over and decision-making authority with respect to, all Manufacturing activities for the Manufacture of Licensed Compounds and Licensed Products, at [***].

3.3.2 Septerna shall Manufacture (or have Manufactured) all such Licensed Compounds ([***]) and Licensed Product(s) in accordance with Applicable Laws and any applicable manufacturing and quality agreements and, for purposes of supply to Novo Nordisk, shall only use contract manufacturers reasonably acceptable to Novo Nordisk in accordance with terms reasonably acceptable to Novo Nordisk. Septerna represents and warrants that each Licensed Compound, [***] and Licensed Product supplied to Novo Nordisk (a) will be Manufactured in accordance with Applicable Laws, including, with respect to any clinical supply of [***] and Licensed Product(s), current Good Manufacturing Practices, (b) will not be adulterated or misbranded under the FD&C Act and may be introduced into interstate commerce pursuant to the FD&C Act and (c) complies with the applicable specifications with respect thereto in the then-current IND for such Licensed Product, if applicable.

3.3.3 Novo Nordisk and Septerna will negotiate in good faith the terms of an agreement for the Manufacture and supply to Novo Nordisk of the Licensed Compounds, [***] and Licensed Product(s) (and any components thereof) as set forth above (the “Supply Agreement”), which Supply Agreement will include customary terms for supply of material to a collaboration partner for development, including a related quality agreement if necessary. Novo Nordisk and Septerna shall use good faith efforts to execute such Supply Agreement (and any quality agreement) [***]. The Supply Agreement (and any quality agreement) will be subordinate to this Agreement.

3.4 Manufacturing Technology and Material Transfer. In addition to the technology transfer to be conducted as described in Section 2.7 (Technology Transfer), on an R&D Program-by-R&D Program basis following the first Final Report Acceptance Date (and any subsequent Final Report Acceptance Date thereafter, as applicable) for a given R&D Program (or earlier upon Novo Nordisk’s request), Septerna will work with Novo Nordisk to promptly transfer to Novo Nordisk, at Novo Nordisk’s cost and expense, (a) all Septerna Know-How necessary or reasonably useful to enable the Manufacture of Licensed Compounds or Licensed Products with respect to such R&D Program, to the extent not previously transferred to Novo Nordisk under this

Agreement, by providing copies or samples of relevant documentation, materials and other embodiments of any such Septerna Know-How, to the extent then available and within Septerna’s Control, and by making available its qualified technical personnel on a reasonable basis to consult with Novo Nordisk with respect to such Know-How, and (b) subject to the conditions in this Section 3.4 (Manufacturing Technology and Material Transfer), any materials (as well as any intermediates of such materials) used by Septerna or its Affiliates or Permitted Subcontractors in the Manufacture of such Licensed Compounds or Licensed Products (for each R&D Program, a “Manufacturing Technology and Material Transfer”). The Parties will develop in good faith as soon as practicable after the first Final Report Acceptance Date (and any subsequent Final Report Acceptance Date thereafter, as applicable) for such R&D Program a written plan for the Manufacturing Technology and Material Transfer for such R&D Program, the purpose of which plan will be to ensure the complete and timely transfer of such Septerna Know-How within [***] (or such longer period as may be mutually agreed by the Parties) after the initiation of Manufacturing Technology and Material Transfer activities, unless otherwise agreed by the Parties (the “Manufacturing Transition Plan”). Each Manufacturing Technology and Material Transfer will be conducted as described in the applicable Manufacturing Transition Plan; provided that the Manufacturing Transition Plan shall not limit Septerna’s obligations set forth in the first sentence of this Section 3.4 (Manufacturing Technology and Material Transfer), regardless of whether a Manufacturing Transition Plan is agreed to at the applicable time. The JSC will determine the point at which activities under each such Manufacturing Transition Plan are completed based on the specifications set forth in the applicable Manufacturing Transition Plan. 3.5 Septerna Manufacturing Support. For [***] following the Manufacturing Technology and Material Transfer contemplated by Section 3.4 (Manufacturing Technology and Material Transfer) for a given R&D Program, Novo Nordisk may seek assistance and cooperation from Septerna in connection with the Manufacture of Licensed Compounds and Licensed Products with respect to such R&D Program, including with respect to scale-up activities. Septerna will use [***] to provide such assistance and cooperation to the extent reasonably requested by Novo Nordisk following the completion of the Manufacturing Technology and Material Transfer for a given R&D Program, [***]. 3.6 Septerna Profit Share Option.

3.6.1 Overview. Subject to the remainder of this Section 3.6 (Septerna Profit Share Option), Novo Nordisk hereby grants to Septerna the one-time option to share in the global Development Costs and Operating Profits or Losses with respect to one (1) Licensed Product (other than any Combination Product) that has met a Profit Share Option Trigger Threshold (each, a “Qualified Licensed Product”) of Septerna’s election [***]) in accordance with the proportions set forth in Section 3.6.7 (Expense and Profits and Loss Sharing[***]) and the applicable Profit Share Agreement (the “Profit Share Option”), which option will be exercisable solely during the applicable Profit Share Option Period. For the avoidance of doubt, [***], in no event will Septerna be entitled to elect more than [***] Profit Share Option, whether with respect to the same R&D Program or a different R&D Program. [***].

3.6.2 Notice. With respect to [***] Qualified Licensed Product, Novo Nordisk shall deliver to Septerna written notice that such Qualified Licensed Product has achieved a Profit Share Option Trigger Threshold within [***] after the achievement thereof (such notice, a “Profit Share Option Trigger Threshold Notice”); provided that, following Septerna’s exercise of a Profit Share Option ([***]), Novo Nordisk shall no longer be required to provide the foregoing notice with respect to any Licensed Product under this Agreement.

3.6.3 Profit Share Option Data Package. At any time during the [***] period following Septerna’s receipt of a Profit Share Option Trigger Threshold Notice for a Qualified Licensed Product, Septerna may request (and Novo Nordisk shall provide to Septerna within a reasonable period of time thereafter) the Profit Share Option Data Package therefor. If Septerna does not request a Profit Share Option Data Package within such [***] period, Septerna’s Profit Share Option with respect to such Qualified Licensed Product shall terminate. Septerna shall use the Profit Share Option Data Package (and any additional information provided by Novo Nordisk pursuant to this Section 3.6 (Septerna Profit Share Option)) solely for purposes of determining whether to exercise its Profit Share Option with respect to such Qualified Licensed Product, and the Profit Share Option Data Package and any other accompanying information provided by Novo Nordisk shall remain Novo Nordisk’s Confidential Information. Notwithstanding Article 13, Septerna shall not have the right to use such information for any purpose other than to determine whether to exercise its Profit Share Option with respect to the applicable Qualified Licensed Product.

3.6.4 Exercise. Subject to the remainder of this Section 3.6.4 (Exercise) and Section 3.6.5 ([***]), Septerna may exercise its Profit Share Option with respect to a Qualified Licensed Product by providing to Novo Nordisk written notice (the “Profit Share Exercise Notice”) of such exercise no later than the date that is the earlier of [***]; provided that (x) [***] and (y) such time period may be otherwise mutually extended by the Parties in writing (such period between the receipt of the Profit Share Option Trigger Threshold Notice and the end-time set forth in the foregoing, subject to the last sentence of Section 3.6.6 (Requests for Additional Information), the “Profit Share Option Period”).

3.6.5 [***].

3.6.6 Requests for Additional Information. From time to time during the Profit Share Option Period, and solely to the extent reasonably necessary for Septerna to decide whether to exercise its Profit Share Option, Septerna may provide Novo Nordisk with written notice requesting from Novo Nordisk reasonable additional information (including, as reasonable, any additional information regarding the [***]) with respect to, or the ability to reasonably discuss with Novo Nordisk representative(s) who have knowledge of, in each case, such Qualified Licensed Product (each, a “Profit Share Information Request”). Novo Nordisk shall use [***] to provide such information or hold any such discussion as promptly as practicable but in any event within [***] after receipt of such Profit Share Information Request so long as such requested information is in Novo Nordisk’s or any of its Affiliates’ Control and its provision does not require the expenditure of additional funds or the performance of additional studies to generate. Additionally, at any time during the Profit Share Option Period, Septerna may request an updated estimated accounting of all previously incurred [***] since the Effective Date for the applicable Qualified Licensed Product, which Novo Nordisk will provide within [***] after such request. With respect to any Profit Share Information Request submitted by Septerna during the [***] of the Profit Share Option Period, to the extent that Novo Nordisk has not provided such information in any material respect or has failed to hold such requested discussion, the Profit Share Option Period shall be extended by a period corresponding to the number of Calendar Days between the expiration of [***] period following Novo Nordisk’s receipt of such Profit Share Information Request and the date such requested information is provided by Novo Nordisk to Septerna or such requested discussion is held between the Parties.

3.6.7 Expense and Profits and Loss Sharing; [***]. Unless otherwise mutually agreed by the Parties, the initial percentage of Development Costs and Operating Profits or Losses to be borne by each Party with respect to the Profit Share Term for the Profit Share Product (the “Development Cost and Profit/Loss Split”) shall be [***] to be borne and received by Septerna and [***] to be borne and received by Novo Nordisk. [***].

3.6.8 Profit Share Agreement. If Septerna exercises the Profit Share Option with respect to a Qualified Licensed Product ([***]), the Parties shall negotiate in good faith the terms of a definitive profit share agreement for such Licensed Product (a “Profit Share Agreement”) within [***] after Novo Nordisk’s receipt of the Profit Share Exercise Notice (“Profit Share Negotiation Period”). The Profit Share Agreement shall include the terms set forth in Schedule 3.6.8 and such other terms that the Parties may in good faith agree, which in any event shall be customary for those provisions found in an agreement that governs parties’ co-funding of pharmaceutical product Development and Commercialization and otherwise be consistent with the provisions of this Agreement; provided that the Parties hereby agree to at least the following: [***].

3.6.9 [***].

3.6.10 Financial Products. Upon the execution of the Profit Share Agreement, the corresponding Qualified Licensed Product shall be deemed the Profit Share Product hereunder and shall not be deemed a Financial Product or Covered Financial Product for purposes of Article 9. For clarity, with respect to such Qualified Licensed Product, upon such execution of the Profit Share Agreement, subject to Section 3.6.12 (Termination of Profit Share Term), Septerna shall not be eligible to receive payments under Section 9.2.1 (Collaboration Target Milestones) Section 9.2.2 (Research and Development Milestones), Section 9.2.3 (Commercial Milestones) or Section 9.3 (Royalty Rate) for such Qualified Licensed Product for Research and Development Milestone Events, Commercial Milestone Events and Net Sales occurring and achieved during the Profit Share Term. For clarity, any such payment owed but not paid by Novo Nordisk by the date of execution of such Profit Share Agreement shall not be paid by Novo Nordisk unless otherwise provided in Section 3.6.12 (Termination of Profit Share).

3.6.11 Initial Profit Share Payment. Within [***] after the execution of the Profit Share Agreement, Septerna shall pay to Novo Nordisk, in cash, (a) an amount equal to its percentage of the Development Cost and Profit/Loss Split multiplied by (i) [***] (in the event Septerna is exercising the Profit Share Option in accordance with clause (a) of the definition of “Profit Share Option Trigger Threshold”) or (ii) [***] (in the event Septerna is exercising the Profit Share Option in accordance with clause (b) of the definition of “Profit Share Option Trigger Threshold”) [***]. Thereafter, Septerna shall pay to Novo Nordisk its share of Development Costs and each Party shall pay to the other Party its share of Operating Profits or Losses for the Profit Share Product, as allocated pursuant to the Development Cost and Profit/Loss Split, in accordance with the Profit Share Agreement.

3.6.12 Termination of Profit Share Term. Septerna’s Profit Share Option or, if executed by the Parties, the Profit Share Agreement (and the Development Costs and Profit/Loss Split), as applicable, shall continue in full force and effect until the earliest of: [***] With respect to the Profit Share Product, in the event that the Profit Share Agreement is terminated, as of the effective date of such termination, (x) the Profit Share Product shall no longer be deemed a “Profit Share Product” but shall remain a “Licensed Product” hereunder and (y) such Profit Share Product shall automatically become a Financial Product hereunder, and such Financial Product shall be thereafter eligible for payments under Sections 9.2.2 (Research and Development Milestones), 9.2.3 (Commercial Milestones) and 9.3 (Royalty Rate) (as and if applicable) solely with respect to Research and Development Milestone Events, Commercial Milestone Events and Net Sales occurring and achieved after such Profit Share Agreement termination; provided that, for clarity, Septerna shall remain responsible for its share of any Development Costs, Cost of Sales and Commercialization Costs, in each case, attributable to Development or Commercialization of the Profit Share Product during the Profit Share Term. In the event of any termination of the Profit Share Agreement, unless it is terminated by Novo Nordisk pursuant to Section 3.6.12(a)(ii), [***]. For clarity, upon the termination of the Profit Share Agreement, Septerna’s rights and obligations to share in the Development Costs and Operating Profits or Losses with respect to the corresponding Licensed Product after the Profit Share Term shall immediately cease (provided that Septerna shall remain responsible for its share of any Development Costs, Cost of Sales and Commercialization Costs, in each case, attributable to the Development or Commercialization of the Profit Share Product during the Profit Share Term), and Septerna shall not have the right to exercise a Profit Share Option for any other Licensed Product. For further clarity, in the event that Septerna undergoes a Change of Control and Septerna previously exercised its Profit Share Option ([***]) but the Parties have not yet executed a Profit Share Agreement, and Novo Nordisk elects to terminate Septerna’s Profit Share Option, the applicable Qualified Licensed Product shall not become a Profit Share Product, Septerna’s Profit Share Option will terminate, and the Parties shall cease negotiations with respect to the Profit Share Agreement.

4. REGULATORY MATTERS 4.1 Regulatory Decision Power. As between the Parties, Novo Nordisk shall, with respect to any Licensed Product in the Field in the Territory, have the sole right and discretion to perform all regulatory matters relating to such Licensed Product, including: (a) developing and implementing Novo Nordisk’s regulatory strategy for such Licensed Product; (b) preparing, obtaining and maintaining all Regulatory Documentation therefor; and (c) conducting communications with the relevant Regulatory Authorities, including being responsible for all decisions in connection therewith. As between the Parties, all Regulatory Documentation (including all Regulatory Approvals) generated with respect to any Licensed Product under or in connection with this Agreement shall be owned by, and shall be the sole property and held in the name of, Novo Nordisk or its designee.4.2 Assistance. Septerna shall assist Novo Nordisk as reasonably requested in connection with the preparation and filing of Regulatory Documentation for any Licensed Product in the Territory, subject to [***].4.3 Adverse Event Reporting. As between the Parties, Novo Nordisk shall be responsible for the monitoring, collection, evaluation and reporting of safety information, as

applicable, related to Licensed Compounds and Licensed Products to all relevant Regulatory Authorities. Septerna shall provide Novo Nordisk with all information necessary or reasonably desirable for Novo Nordisk to comply with its pharmacovigilance responsibilities in the Territory, including, as applicable, any adverse events or adverse drug experiences (including those events or experiences that are required to be reported to the FDA under 21 C.F.R. Sections 312.32 or 314.80 or to foreign Regulatory Authorities under corresponding Applicable Laws outside the United States) from pre-clinical laboratory, animal toxicology and pharmacology studies with a Licensed Compound or Licensed Product, in each case, in the form reasonably requested by Novo Nordisk, at Novo Nordisk’s cost and expense.4.4 Recalls, Suspensions or Withdrawals. As between the Parties, Novo Nordisk shall have the sole right and decision-making authority to determine whether to implement any recall, market suspension or market withdrawal with respect to a Licensed Compound or Licensed Product in the Territory. Subject to Article 12, (a) with respect to any Licensed Product that is not a Profit Share Product at the time of such recall, market suspension or market withdrawal, Novo Nordisk shall be responsible for all costs of such recall, market suspension or market withdrawal, except in the event and to the extent that such recall, market suspension or market withdrawal resulted from (i) any inventory of Licensed Compounds and Licensed Products (including intermediates and components thereof and material therefor) transferred or supplied by Septerna to Novo Nordisk or (ii) Septerna’s or its Affiliate’s breach of its obligations hereunder or from Septerna’s or its Affiliate’s fraud, negligence or willful misconduct, in which case ((i) and (ii)), Septerna shall bear the expense of such recall, market suspension or market withdrawal and (b) with respect to any Licensed Product that is a Profit Share Product at the time of such recall, market suspension or market withdrawal, all costs of such recall, market suspension or market withdrawal shall constitute Costs of Sales with respect to such Profit Share Product.5. RECORDS 5.1 Development Records – Maintenance. Each Party shall prepare and maintain complete, current and accurate written records, accounts, notes, reports and data with respect to (a) all R&D Plan Activities and Additional R&D Program Optimization Activities conducted by such Party under or in connection with this Agreement (the “Development Records”) and (b) in the case of Septerna, any activities conducted by Septerna under [***] to satisfy its reporting obligations under this Agreement (the “[***]”), in each case ((a) and (b)), in conformity with Applicable Law and in a good scientific manner appropriate for patent and regulatory purposes, properly reflecting all work done and results achieved by or on behalf of such Party, which records shall record only such activities and such records shall not include or be commingled with records of activities outside the scope of this Agreement. 5.2 Recordkeeping – Duration. The Development Records and [***] shall be kept (where feasible, in electronic format) until the later of the date that (a) the obligation to maintain the relevant records under Applicable Law expires and (b) Applicable Law requires the purge of such record; provided that, in either case ((a) or (b)), such date shall be no earlier than [***] after the completion of the R&D Plan Activities and Additional R&D Program Optimization Activities for the applicable R&D Program; and provided, further, that, notwithstanding the foregoing, in all cases, all Development Records and [***] shall be kept for as long as reasonably necessary to support the prosecution, maintenance and enforcement of intellectual property rights (including Patent Rights).5.3 Development Records – Inspections.

During the R&D Collaboration Term or in case of termination of this Agreement for a period of [***] following such termination, in no event more frequently than [***] unless Novo Nordisk in good faith believes that Septerna’s performance hereunder is not in compliance with the terms and conditions of this Agreement, Septerna shall, upon written request by Novo Nordisk, (a) make the Development Records in its or its Affiliates’, or, as applicable, subcontractors’ or sublicensees’, possession available for inspection and review by Novo Nordisk during normal business hours and upon reasonable notice, at the place the Development Records are normally kept (or such other location as may be agreed between the Parties); and (b) provide copies of any Development Records in its or its Affiliates’, subcontractors’ or sublicensees’ possession or any part(s) thereof to Novo Nordisk, as requested by Novo Nordisk. 5.4 [***] – Audits. During the Term of this Agreement (and in case of termination of this Agreement for a period of [***] following such termination), in no event more frequently than [***] unless Novo Nordisk in good faith believes that Septerna’s performance hereunder is not in compliance with the terms and conditions of this Agreement, Septerna shall, upon written request by Novo Nordisk, make the [***] in its or its Affiliates’, subcontractors’ or sublicensees’ possession available for inspection and review by an independent Third Party selected by Novo Nordisk and reasonably acceptable to Septerna during normal business hours and upon reasonable notice, at the place the [***] are normally kept (or such other location as may be agreed between the Parties), solely for purposes of verifying Septerna’s compliance with the applicable provisions of this Agreement with respect to the [***]. For clarity, such audit shall not provide Novo Nordisk any rights or access to records of Research activities conducted by or on behalf of Septerna with respect to [***] outside the scope of this Agreement or any [***] that is not Directed Against any Collaboration Target (only from such time as, and for so long as, such [***] is not Directed Against any Collaboration Target). 5.5 Information Security. Each Party will ensure that it has adequate information security that protects Collaboration Data from accidental or deliberate misuse or breach that would publicly expose such information through unauthorized disclosure, alteration or destruction in the information lifecycle and that ensures that Collaboration Data at all times are available for each Party, which information security shall at a minimum include fulfilling the requirements set forth in Schedule 5.5 attached hereto. “Collaboration Data” refers to information and data (including Confidential Information) generated or exchanged as a part of this Agreement, which are stored in a physical media or as a record on a Party’s IT systems and equipment, including: printed or written communications and documentations, such as reports, letters, presentations and memos; oral information, such as information exchanged during meetings or phone calls, if stored as a record on a Party’s IT systems or equipment or otherwise stored in a physical media; such data processed through software applications; data files and databases containing such information, residing as a record on any media form; and IT systems and infrastructure where such information is processed, accessed or stored. 5.5.1 Responsibilities. Each Party is responsible for protecting against unauthorized use or disclosure, and ensuring data availability, of Collaboration Data. Each Party

will comply with Privacy and Data Security Laws and maintain reasonable information security systems (as further defined in Schedule 5.5 attached hereto) with administrative, physical, organizational and technical controls sufficient to protect against material risks towards Collaboration Data. If Collaboration Data generated or possessed by Septerna hereunder will be managed by a Third Party, the information security requirements herein should be provided for and stated clearly in the IT contract with such Third Party, or such IT contract shall provide for in all material respects equivalent requirements as hereof, and such contract may be assessed by Novo Nordisk upon request.

5.5.2 Notification. Each Party shall notify the other Party without delay after discovering any unauthorized access to, or unpermitted use or disclosure of, any Collaboration Data in its or its Affiliates’, subcontractors’ or (sub)licensees’ possession or any other type of security incident that could potentially impact the other Party. Upon occurrence of such incident, the affected Party shall use [***] to remedy such incident, including conducting root cause analysis and implementing procedures to mitigate the impact of such incident, and shall provide the other Party a reasonably detailed summary with respect thereto.

5.5.3 Information Security Audit. Septerna shall permit Novo Nordisk to audit, upon reasonable notice and no more frequently than [***], under customary confidentiality obligations, Septerna’s compliance with industry standard information technology requirements, which audit may be conducted by an independent Third Party expert appointed by Novo Nordisk reasonably acceptable to Septerna, at Novo Nordisk’s cost and expense, and subject to customary confidentiality and securities measures as may be reasonably implemented by Septerna. Such Third Party expert shall have [***]. For clarity, if required by such audit Septerna shall grant such independent Third Party expert [***].

6. EXCLUSIVITY6.1 Collaboration Target Exclusivity. Subject to Section 3.1.3(b) and Section 6.3 (Change of Control Exceptions), on a Collaboration Target-by-Collaboration Target basis, during the period from the Effective Date until the earliest of [***] (the “Collaboration Target Exclusivity Term”), [***]

6.1.1 [***].

6.1.2 [***].

6.2 [***]; [***]. Without limiting Section 6.1 (Collaboration Target Exclusivity), during the Collaboration Target Exclusivity Term with respect to a Collaboration Target, to the extent permitted by Applicable Law and subject to Section 6.3 (Change of Control Exceptions), each of Septerna and its Affiliates shall not, itself or for or with any Third Party, directly or indirectly (including by licensing or otherwise permitting a Third Party to), Develop or Commercialize any Compound (other than an [***]) Directed Against such Collaboration Target, [***]. For clarity, the restrictions set forth in this Section 6.2 ([***]) shall not apply to [***].

6.2.1 [***].

6.2.2 [***].

6.2.3 [***]. 6.3 Change of Control Exceptions. Notwithstanding Section 6.1 (Collaboration Target Exclusivity) and Section 6.2 ([***] [***]), if, during the applicable Collaboration Target Exclusivity Term, Septerna or any of its Affiliates undergoes a Change of Control, and [***] that would otherwise violate Section 6.1 (Collaboration Target Exclusivity) or Section 6.2 ([***]) (an “Exempt Program”), then Septerna shall be deemed not to be in violation of Section 6.1 (Collaboration Target Exclusivity) or Section 6.2 ([***]), as applicable, so long as (x) Septerna (or its appliable Acquirer or Affiliate) gives Novo Nordisk written notice of such Change of Control within [***] after the earlier of the first public announcement of the execution of any agreement with respect to such Change of Control and the closing date of such Change of Control and, and (y) Septerna and its Affiliates, in Septerna’s discretion, undertake any of the following set forth in Section 6.3.1, Section 6.3.2 or Section 6.3.3, as applicable, and, with respect to any Exempt Program existing as of such Change of Control, notify Novo Nordisk of (i) such election in the notice submitted pursuant to clause (x) and (ii) any change in such election in the notice submitted pursuant to clause (x) within [***] after such change: 6.3.1 [***] 6.3.2 [***] 6.3.3 [***]. 6.4 Acquired Programs. Notwithstanding Section 6.1 (Collaboration Target Exclusivity) or Section 6.2 ([***]), if, during the applicable Collaboration Target Exclusivity Term, Septerna or any of its Affiliates conducts a Third Party Acquisition, and the Acquiree in such Third Party Acquisition has a program or product that existed as of the date of such Third Party Acquisition that would otherwise violate Section 6.1 (Collaboration Target Exclusivity) or Section 6.2 ([***]), then Septerna shall be deemed not to be in violation of Section 6.1 (Collaboration Target Exclusivity) or Section 6.2 ([***]), as applicable, so long as Septerna (a) gives Novo Nordisk written notice of such Third Party Acquisition and such program or product within [***] after the earlier of the first public announcement of the execution of any agreement with respect to such Third Party Acquisition and the closing date of such Third Party Acquisition, and (b) in its discretion, undertakes [***], complies with the process set forth in Section 6.3.3 prior to completing such action), mutatis mutandis, with respect to such program or product; [***]. 6.5 Acknowledgement. Septerna acknowledges and agrees that (a) Section 6.1 (Collaboration Target Exclusivity) and Section 6.2 ([***]) have been negotiated by the Parties, (b) the geographical and time limitations on activities set forth in Section 6.1 (Collaboration Target Exclusivity) and Section 6.2 ([***]) are reasonable, valid and necessary in light of the Parties’ circumstances and necessary for the adequate protection of the business of the Licensed Compounds and Licensed Products and (c) Novo Nordisk would not have entered into this Agreement without the protection afforded it by Section 6.1 (Collaboration Target Exclusivity) and Section 6.2 ([***]). If, notwithstanding the foregoing, a court of competent jurisdiction determines that the restrictions set forth in Section 6.1 (Collaboration Target Exclusivity) or Section 6.2 ([***]) are too broad or otherwise unreasonable (for example, due to a change in circumstance) under Applicable Law, including with respect to duration, geographic scope or space, the court is hereby requested and authorized by the Parties to, and if the court cannot do so the Parties shall, revise Section 6.1 (Collaboration Target Exclusivity) or Section 6.2 ([***]), as applicable, to include the maximum restrictions allowable under Applicable Law.6.6 Novo Restrictions.

6.6.1 [***]. 6.6.2 [***]. 6.6.3 For the avoidance of doubt, nothing herein will limit or restrict Novo Nordisk’s Research, Development, Manufacturing, Commercialization or other Exploitation of any Compound or product outside this Agreement, subject to the terms set forth in Article 13. 7. GOVERNANCE7.1 Joint Steering Committee. Within [***] after the Effective Date, the Parties shall establish a joint steering committee (the “JSC”) as described in this Article 7. The JSC shall review and oversee the activities performed with respect to the R&D Programs and address any issues related thereto; provided, however, that the JSC shall have no authority to amend this Agreement. Each Party agrees to keep the JSC reasonably informed of its progress and activities within each R&D Program (including, in the case of Novo Nordisk, the Novo Studies as set forth in Section 2.4.5 (Novo Studies)). 7.2 Membership. The JSC shall be comprised of [***] number of representatives from each of Novo Nordisk and Septerna. The exact number of such representatives shall be [***] for each Party, or such other number as the Parties may agree. Each representative shall be of the seniority and experience appropriate for service on the JSC, and each Party’s representatives taken together shall have the authority to bind the applicable Party, in light of the functions, responsibilities and authority of the JSC and the status of activities within the scope of the authority and responsibility of the JSC. Each Party shall provide the other Party with a list of its initial members of the JSC within [***] after the Effective Date. Notwithstanding that each Party shall use all reasonable endeavors to maintain the continuity of its JSC representation, each Party may replace any or all of its JSC representatives or appoint a proxy for any representative at any time by giving prior written notification to the other Party; provided that such replacement or proxy meets the standard described above. Each Party may, in its reasonable discretion, invite other employees of such Party to attend meetings of the JSC; provided that (a) no Third Party personnel attend such meetings of the JSC, unless otherwise agreed by the Parties, and (b) each such non-member representative shall be bound by limited-use and confidentiality obligations substantially as protective of the non-inviting Party as those set forth in Article 13. Each Party will provide advance notice of any such additional attendees it will include at a meeting of the JSC. Such additional attendees shall have no voting right. Any costs and expenses incurred by a Party or its representatives related to a JSC meeting, including, if applicable, travel expenses, shall be borne solely by such Party.7.3 Alliance Managers. Within [***] after the Effective Date, each Party shall appoint an individual (who is not and will not be a member of the JSC) who possesses sufficient alliance management experience, is otherwise suitably qualified and has the requisite authority, to act as

the alliance manager for such Party (the “Alliance Manager”) to support the Development activities under the R&D Plans and provide support and guidance to the JSC. Each Alliance Manager shall thereafter be permitted to attend meetings of the JSC and any subcommittee thereof as a nonvoting observer. The Alliance Managers shall be the points of contact for the Parties regarding the contractual and business aspects of this collaboration during the Term. Notwithstanding that each Party shall use all reasonable endeavors to maintain the continuity of its Alliance Manager, each Party may replace its Alliance Manager or appoint a proxy therefor at any time by giving prior written notification to the other Party; provided that such replacement or proxy meets the standard described above. Each Party shall pay for its own Alliance Manager’s time and activities.7.4 Discontinuation of JSC. Subject to Section 18.3 (Change of Control of Septerna), the JSC will continue to operate until the expiration or termination of the R&D Collaboration Term for all R&D Programs, at which time the JSC will disband; provided that, on an R&D Program-by-R&D Program basis, [***].7.5 Joint Profit Share Committee. The Parties shall establish a joint profit share committee (“JPSC”) [***] for Septerna’s exercise of its Profit Share Option with respect to a Qualified Licensed Product in accordance with Section 3.6 (Septerna Profit Share Option). The JPSC shall serve as a forum for information sharing in connection with any Development Costs or Operating Profits or Losses. The details of any additional JPSC roles shall be set forth in the Profit Share Agreement to be negotiated in good faith by the Parties during the Profit Share Negotiation Period (as defined in Section 3.6.8 (Profit Share Agreement)); provided, however, that, in any event, as between the Parties, [***] shall have the final decision-making authority over, and responsibility for, all aspects of the Development and Commercialization of the Profit Share Product, considering in good faith summary guidance set forth in the Profit Share Summary Development Plan and Profit Share Summary Commercialization Plan, and, for the avoidance of doubt, such decision-making shall not be under the purview of the JPSC. Any costs and expenses incurred by a Party or its representatives related to a JPSC meeting, including, if applicable, travel expenses, shall be borne [***]. The JPSC will continue to operate until the earlier of: (a) the expiration or termination of the Profit Share Term in accordance with Section 3.6.12 (Termination of Profit Share Term), and (b) the cessation of information sharing requirements in accordance with Section 18.3.1 (Effects of Change of Control on Profit Share), in each case ((a) and (b)), at which time the JPSC will disband.7.6 Scientific Project Leaders. The Parties will each appoint a project director (“Project Leader”) involved in executing each R&D Program. A Party may appoint [***] Project Leader for [***] R&D Program. The Project Leaders shall meet on a [***] basis or as mutually agreed by the Parties, at such locations or by such means as the Parties agree. The Project Leaders will jointly coordinate the day-to-day work and jointly report progress to the JSC in accordance with the applicable R&D Plans. Notwithstanding that each Party shall use all reasonable endeavors to maintain the continuity of its Project Leader, each Party may replace its Project Leader or appoint a proxy therefor at any time by giving prior written notification to the other Party. Any costs and expenses incurred by a Party or its representatives related to a Project Leaders meeting, including, if applicable, travel or telecommunication expenses, shall be borne solely by such Party. Each Party shall be free to appoint its Project Leader as a member of the JSC, but one (1) person cannot serve as a Project Leader, an Alliance Manager and a member of the JSC at the same time.

7.7 JSC Meetings. The JSC shall hold an initial meeting within [***] after the Effective Date or as otherwise agreed by the Parties, and such meeting will be arranged by the Alliance Managers. Thereafter, unless the Parties otherwise agree, the JSC shall meet at least [***], and such meetings may be held in person or by video or teleconference upon the Parties’ mutual agreement thereof.7.8 Emergency JSC Meetings. Each Party may request in writing for the other Party’s Alliance Manager to organize an emergency meeting of the JSC in the event that such Party is of the reasonable opinion that an urgent matter has arisen that necessitates such an emergency meeting. When making such a request, the requesting Party will specify its reasons for requesting such a meeting. The other Party’s Alliance Manager will not unreasonably refuse to organize such an emergency JSC meeting.7.9 JSC Meetings – Agenda. Not less than [***] prior to any JSC meeting, written notice shall be given by the Alliance Managers to all members of the JSC, in English, setting out in an agenda an outline of the particulars of the matters to be considered at the JSC meeting. Such agenda shall always include an item on the status of each R&D Program and its progress. Any member of the JSC may request for the Alliance Managers to table certain matters that are a part of the JSC agenda (which request will not be unreasonably refused by the Alliance Managers and will not be refused without reasons being given in writing). Notwithstanding the foregoing, in the event of an urgent matter necessitating an emergency meeting of the JSC pursuant to Section 7.8 (Emergency JSC Meetings), written notice shall be given by the Alliance Managers to all members of the JSC not less than [***] prior to such meeting, in the same manner as set forth above.7.10 JSC Minutes. The Alliance Managers shall be responsible for issuing appropriate minutes of each meeting of the JSC within [***] after the date of such meeting. Such minutes shall be considered as accepted by both Parties if, within [***] from receipt by both Parties’ representatives on the JSC, no such person has objected in a writing (including via electronic mail) to the Alliance Managers regarding such minutes.7.11 JSC Responsibilities. The JSC shall be responsible for directing and overseeing the progress of, and addressing any issues in connection with, each R&D Program. To that end, the JSC shall be responsible, without limitation, for the following:

(a) to discuss and decide the strategic direction of each R&D Program;

(b) to allocate any unassigned activities under an R&D Plan;

(c) to monitor, review and discuss the progress and results of all activities undertaken by the Parties under each R&D Plan and the allocation of resources among such activities;

(d) to facilitate the exchange of information between the Parties in accordance with the R&D Plan;

(e) to discuss, recommend updates for, amend and approve each R&D Plan (including the applicable R&D Budget) on an [***] (or at any other time in accordance with Section 2.3.3 (Review of R&D Plans)) (including in the event Septerna reasonably believes that any R&D Plan Activity in such R&D Plan is technically infeasible to complete in accordance with Section 2.4.6 (Infeasible R&D Programs), to include additional R&D Plan Activities with respect to additional back-up or follow-on Program Compounds in accordance with Section 2.4.3(b) or Additional R&D Program Optimization Activities to be performed by Septerna in accordance with Section 2.4.4 (Additional R&D Program Optimization Activities), and to engage different subcontractors and update the R&D Budget accordingly in accordance with Section 2.9.3); provided that Novo Nordisk’s representatives on the JSC shall not have the right to approve any R&D Budget or amendment thereto without first receiving required internal governance approval of Novo Nordisk (outside of the purview of the JSC); (f) to (i) [***] and (ii) review and discuss the G0 Data Package(s) for each R&D Program and determine whether to progress existing Licensed Compounds under such R&D Program to Development to G1 Activities or to continue R&D Plan Activities to advance additional Program Compound(s) toward the G0 Criteria under such R&D Program, in each case, in accordance with Section 2.4.2 (Optimization Activities); (g) to discuss and review the results of Novo Studies as described in Section 2.4.5 (Novo Studies); (h) to discuss and approve a Proposed New Program Plan in accordance with Section 2.6 (R&D Program Creation and Replacement Right); (i) if requested by Novo Nordisk, to develop a plan outlining key transition activities to be carried out by Parties with respect to an R&D Program in accordance with Section 2.7 (Technology Transfer); (j) to receive, review and discuss the [***] Septerna Research FTE Costs and Out-of-Pocket Costs incurred and expected to be incurred by or on behalf of Septerna or any of its Affiliates with respect to each R&D Plan (including any anticipated Budget Overruns in accordance with Section 2.9.2); (k) to review, discuss and determine whether to use human biosamples in the activities to be conducted pursuant to an R&D Plan as described in Section 2.10.2 (Human Biosamples); (l) to review and determine whether activities under each Manufacturing Transition Plan are completed as described in Section 3.4 (Manufacturing Technology and Material Transfer); (m) to decide matters and resolve disputes referred to the JSC which the JSC has authority to decide or resolve under this Agreement; and (n) to perform other responsibilities specifically assigned to the JSC pursuant to this Agreement or as may be mutually agreed upon by the Parties in writing from time to time. 7.12 Subcommittees. The JSC has the ability to form subcommittees as appropriate, which shall operate under the purview, and be the responsibility, of the JSC and operate in

accordance with the provisions of this Agreement applicable to the JSC. Each such subcommittee shall consist of an equal number of representatives designated by each Party, which number shall be mutually agreed by the Parties. Any member of such a subcommittee can request that a decision taken by said subcommittee is discussed and confirmed by the JSC.7.13 Quorum and Decision Making. The JSC shall serve as a decision-making body as set forth in this Section 7.13 (Quorum and Decision Making) with respect to all matters assigned to the JSC. Other than as set forth under Section 7.15 (Alternatives to Meeting) below, in order to make any decision required of it hereunder, the JSC (or any subcommittee thereof) must have present (in person, by videoconference or telephonically) at least [***]. The JSC shall act by consensus. The representatives from each Party will have, [***] vote on behalf of that Party, and decisions of the JSC (or any subcommittee thereof) shall require unanimous consent of the Parties (subject to Section 7.14 (JSC Cannot Reach Agreement) below). 7.14 JSC Cannot Reach Agreement. If the JSC cannot reach agreement within [***] of an issue being brought to a vote, then the matter shall be referred to an executive officer of Septerna and Novo Nordisk with appropriate decision-making authority who shall seek to reach agreement through good faith negotiations for no longer than [***] after such referral. In the event that such executive officers are unable to reach agreement regarding any matter referred to them within [***] after such referral, and provided that the executive officers have used good faith efforts to reach a mutually satisfactory resolution, then such matter shall be resolved as follows:

7.14.1 [***]

7.14.2 [***]

7.14.3 [***].

For clarity, any amendment or modification to the terms and conditions of this Agreement or any Party’s contractual rights hereunder shall not be under the purview of the JSC and shall require the mutual written agreement of the Parties.

7.15 Alternatives to Meeting. Any decision required or permitted to be taken by the JSC may be taken in accordance with Section 7.14 (JSC Cannot Reach Agreement) without a JSC meeting taking place, if a consent in writing, which may be transmitted via electronic mail, setting forth the decision so taken, is signed by all JSC (or a subcommittee thereof) representatives of the Parties.8. LICENSE GRANT8.1 Research License.

8.1.1 On an R&D Program-by-R&D Program basis, during the R&D Collaboration Term, Novo Nordisk hereby grants to Septerna and its Affiliates a non-exclusive, non-sublicensable (except through Section 8.4 (Right to Subcontract)), non-transferable (except in accordance with Section ‎18.1 (Assignment)), royalty-free, fully paid-up, limited license under (a) the Septerna Technology licensed to Novo Nordisk pursuant to Section 8.2.1 and Section 8.2.2, and (b) any Know-How, Patent Rights or other intellectual property rights Controlled by Novo Nordisk or any of its Affiliates that are (i) necessary or reasonably useful for Septerna to conduct activities under the R&D Plan and (ii) specifically identified in the R&D Plan or actually provided by Novo Nordisk for use in such R&D Program, in each case ((a) and (b)), to perform Septerna’s obligations under the R&D Plan for such R&D Program in the Field in the Territory.

8.1.2 Subject to Section 6.1 (Collaboration Target Exclusivity) and Section 6.2.3 ([***]), Novo Nordisk hereby grants to Septerna and its Affiliates, a non-exclusive, non-sublicensable (except through Section 8.4 (Right to Subcontract)), non-transferable (except in accordance with Section ‎18.1 (Assignment)), royalty-free, fully paid-up, limited license under the Septerna Technology licensed to Novo Nordisk pursuant to Section 8.2.2 [***]. 8.2 Licenses to Novo Nordisk 8.2.1 Septerna hereby grants to Novo Nordisk a sublicensable (including through multiple tiers, subject to Sections 8.3 (Sublicenses) and 8.4 (Right to Subcontract), as applicable), non-transferable (except in accordance with Section 18.1 (Assignment)), royalty-free, fully paid-up (a) non-exclusive, limited license under the Septerna Technology to Research (but not Develop or Commercialize) any Program Compounds with respect to each R&D Program during the R&D Program Term for such R&D Program (and any additional period during which Additional R&D Program Optimization Activities are being conducted in accordance with Section 2.4.4 (Additional R&D Program Optimization Activities)) in the Field in the Territory solely in furtherance of such R&D Program and (b) non-exclusive, perpetual and irrevocable license, with the right to sublicense through multiple tiers, under the [***] for any and all purposes. 8.2.2 Septerna hereby grants to Novo Nordisk an exclusive, sublicensable (including through multiple tiers, subject to Sections 8.3 (Sublicenses) and 8.4 (Right to Subcontract), as applicable), non-transferable (except in accordance with Section 18.1 (Assignment)), royalty-bearing license under the Septerna Technology to (a) conduct the R&D Plan for each R&D Program, and (b) Research, Develop, Manufacture, Commercialize and otherwise Exploit any Licensed Compound or Licensed Product in the Field in the Territory. 8.3 Sublicenses. Subject to the terms and conditions herein, Novo Nordisk shall have the right to sublicense any and all rights granted to Novo Nordisk under Section 8.2 (Licenses to Novo Nordisk) to Affiliates and Third Parties, through multiple tiers; provided, however, that each sublicense shall be granted under the following conditions: (a) the terms of each sublicense shall be consistent with the terms and conditions of this Agreement that are applicable to such sublicense and each sublicense granted to a Third Party shall be in writing, and (b) Novo Nordisk shall remain responsible for the performance of its obligations hereunder notwithstanding any such sublicensing. Notwithstanding the foregoing, an exercise of rights or obligations by any of Novo Nordisk’s Affiliates hereunder shall not in itself be considered a sublicense under this Section 8.3 (Sublicenses); provided that Novo Nordisk shall remain responsible for any activities of any of such Affiliates hereunder as if they were performed by Novo Nordisk. [***]. Subject to the foregoing, all Novo Nordisk rights and obligations under this Agreement may be carried out by any of Novo Nordisk’s Affiliates.8.4 Right to Subcontract. Subject to the terms of this Section 8.4 (Right to Subcontract), each Party shall have the right to engage Third Party contractors working on its

behalf (the “Permitted Subcontractors”) to perform certain activities under or in connection with this Agreement that such Party is responsible for; provided that: (a) any use of Permitted Subcontractors by Septerna is subject to the prior written approval of Novo Nordisk; and (b) under no circumstances can such Permitted Subcontractor be debarred or disqualified by a Regulatory Authority, and if any such Permitted Subcontractor is debarred or disqualified by a Regulatory Authority after engagement by Septerna or its Affiliates, Septerna shall promptly terminate such engagement with such Permitted Subcontractors after becoming aware of such debarment or disqualification. Any Permitted Subcontractor to be engaged by a Party to perform certain activities under any R&D Plan shall meet the qualifications typically required by such Party for the performance of activities similar in scope and complexity to the subcontracted activities; provided, further, that the Third Party contractors set forth on Schedule 8.4 shall be deemed approved by Novo Nordisk for the activities set forth on such schedule. Furthermore, in addition to the foregoing, each Party shall be responsible for ensuring that, prior to engaging any Permitted Subcontractor to perform any activities under any R&D Plan, such Permitted Subcontractor is subject to written agreements containing terms and conditions: (i) consistent with, and which provides a substantially similar degree of protection as, the relevant terms and conditions of this Agreement with respect to protecting the rights of the Parties under this Agreement, including imposing obligations of confidentiality on each such Permitted Subcontractor that are no less onerous than those set forth in Section 13.1 (Duty of Confidence); (ii) that vests ownership in such Party of any and all intellectual property rights (including Know-How) covering inventions developed by such Permitted Subcontractor in the course of performing such subcontracted work (other than any background or platform intellectual property rights that are not specific to any Licensed Compound or Licensed Product and are customarily retained by a subcontractor; provided that suitable licenses are granted to such Party with respect thereto); (iii) that does not under any circumstance impose any payment obligations or liability on the other Party; and (iv) that is otherwise consistent with the terms of this Agreement that are applicable to such subcontracted work. Septerna shall use [***] to obtain the right for Novo Nordisk, once annually and at Novo Nordisk’s sole cost and expense, to audit Permitted Subcontractors of Septerna with respect to the activities performed by such Permitted Subcontractors under or in connection with this Agreement; provided that if, despite its use of [***], Septerna is unable to obtain such right for Novo Nordisk, Septerna shall obtain the right to, and upon Novo Nordisk’s request shall, audit such Permitted Subcontractor directly and disclose any audit results to Novo Nordisk. Each Party shall remain directly responsible for all of its obligations under this Agreement that have been subcontracted or sublicensed to any Permitted Subcontractor. Each Party shall remain directly responsible for its subcontractors’ compliance with this Agreement, and the Party engaging such subcontractor shall be responsible and liable for any act or omission of such subcontractor that constitutes a breach of this Agreement to the same extent as though such breach were caused by such Party engaging such subcontractor.8.5 No Implied Licenses. No license or other right is or shall be created or granted by implication, estoppel or otherwise under this Agreement. All licenses and rights are or shall be granted only as expressly provided in Section 8.1 (Research Licenses) and Section 8.2 (Licenses to Novo Nordisk). All rights not expressly granted by a Party under this Agreement are reserved by such Party and may not be used by the other Party for any purpose.

The licenses granted in Section 8.2 (Licenses to Novo Nordisk) shall not be construed as granting to Novo Nordisk or its Affiliates (either expressly or by implication) any rights or license to any Septerna Know-How to the extent it relates to, or any Septerna Patent to the extent it Covers, any Other Component in a Combination Product (other than any Septerna Know-How that relates to, or any Septerna Patent that Covers, the combination, use or other Exploitation of such Licensed Compound, on the one hand, with such Other Component, or compound class including such Other Component, on the other hand, but in which case, the licenses granted in Section 8.2 (Licenses to Novo Nordisk) shall be only with respect to the Licensed Compound or its combination, use or other Exploitation in such Combination Product, and no license is granted to Exploit any Other Component in such Combination Product itself). 9. FINANCIAL PROVISIONS9.1 Upfront Payment. In consideration for the rights and licenses granted to Novo Nordisk pursuant to this Agreement and Septerna’s performance of its obligations hereunder, Septerna shall invoice Novo Nordisk, and Novo Nordisk shall pay to Septerna, a one-time, non-refundable upfront payment of One Hundred Ninety Five Million Dollars ($195,000,000) within [***]. 9.2 Milestone Payments. Subject to Section 3.6 (Septerna Profit Share Option), Novo Nordisk will promptly notify Septerna in writing following [***]. Thereafter, Septerna shall submit to Novo Nordisk an invoice for the corresponding milestone payment and Novo Nordisk shall pay Septerna such milestone payment within [***] after receipt of such invoice. 9.2.1 Collaboration Target Milestones. In further consideration for the rights and licenses granted to Novo Nordisk hereunder, upon the first achievement of each of the following milestone events by Novo Nordisk or its Affiliates or Sublicensees with respect to the applicable Collaboration Target (“Collaboration Target Milestone Event”), subject to the first paragraph of Section 9.2 (Milestone Payments) and the rest of this Section 9.2.1 (Collaboration Target Milestones), Novo Nordisk shall pay to Septerna the corresponding one-time milestone payments set forth below (each, “Collaboration Target Milestone Payment”). Each Collaboration Target Milestone Payment shall be payable only once, and shall be payable only for the first achievement of the corresponding Collaboration Target Milestone Event, regardless of the repeated achievement of the Collaboration Target Milestone Event for the applicable Collaboration Target. [***]. Collaboration Target Milestone Event Collaboration Target Milestone Payment 1. [***] [***] 2. [***] [***] 3. [***] [***] 4. [***] [***] 5. [***] [***] 9.2.2 Research and Development Milestones. In further consideration for the rights and licenses granted to Novo Nordisk hereunder, on an R&D Program-by-R&D Program basis, upon the first achievement of each of the following milestone events (each, a “Research and Development Milestone Event”) by a Licensed Compound, Licensed Product or Covered

Financial Product, as applicable, with respect to such R&D Program (for clarity, other than an R&D Program with respect to which a Profit Share Product exists at the time of achievement of such milestone event), subject to the first paragraph of Section 9.2 (Milestone Payments), and the rest of this Section 9.2.2 (Research and Development Milestones), Novo Nordisk shall pay to Septerna the one-time milestone payments below (“Research and Development Milestone Payment”); provided, however, [***]. The Research and Development Milestone Payments shall be payable only once for the first Licensed Compound or Covered Financial Product, as applicable, with respect to an R&D Program to achieve the specified Research and Development Milestone Event, regardless of the repeated achievement of the Research and Development Milestone Event by the same Licensed Compound, Covered Financial Product or other Licensed Products with respect to such R&D Program, and irrespective of how many Indications for which such Licensed Compound or Covered Financial Product, as applicable, is Developed.


	Research and Development Milestone Event	Research and Development Milestone Payment
1.	[***]	[***]
2.	[***]	[***]
3.	[***]	[***]
4.	[***]	[***]
5.	[***]	[***]
6.	[***]	[***]
7.	[***]	[***]
8.	[***]	[***]
9.	[***]	[***]
10.	[***]	[***]
11.	[***]	[***]
12.	[***]	[***]
13.	[***]	[***]
	Total Possible Research and Development Milestone Payments Per R&D Program	[***]

On an R&D Program-by-R&D Program basis, each Research and Development Milestone Payment set forth above shall be payable only once for the first achievement (including any deemed achievement in accordance with the rest of this paragraph) of the specified milestone event with respect to the first Licensed Compound or Covered Financial Product, as applicable, with respect to such R&D Program (other than any R&D Program with respect to which any Profit Share Product exists at the time of achievement of such Research and Development Milestone Event), regardless of the number of Licensed Compounds or Covered Financial Products that achieve the applicable milestone event with respect to such R&D Program, and in no event will the Research and Development Milestone Payments set forth in this Section 9.2.2 (Research and Development Milestones) exceed [***]. Notwithstanding the foregoing, [***]. In addition, [***]. For clarity, [***].

9.2.3 Commercial Milestones. In further consideration for the rights and licenses granted to Novo Nordisk hereunder, on an R&D Program-by-R&D Program basis, upon the first achievement of each of the following milestone events (“Commercial Milestone Event”) by a Covered Financial Product with respect to such R&D Program (for clarity, other than an R&D Program with respect to which a Profit Share Product exists at the time of achievement of such milestone event), subject to the first paragraph of Section 9.2 (Milestone Payments), the rest of this Section 9.2.3 (Commercial Milestones) and Section 9.5.3 (Third Party Payments), Novo Nordisk shall pay to Septerna the one-time milestone payments below (“Commercial Milestone Payment”). Each Commercial Milestone Payment shall be payable only once per R&D Program, irrespective of how many Indications for which the applicable Covered Financial Product with respect to such R&D Program is Commercialized, upon the first time during the Term that the Annual Net Sales of a Covered Financial Product with respect to such R&D Program in any Calendar Year by Novo Nordisk, its Affiliates or its Sublicensees in the Territory exceed the amounts set forth in the following table (subject to the rest of this Section 9.2.3 (Commercial Milestones)), and irrespective of how many times the same or another Covered Financial Product with respect to such R&D Program achieves the corresponding Commercial Milestone Event.


	Commercial Milestone Events	Commercial Milestone Payments
1.	[***]	[***]
2.	[***]	[***]
3.	[***]	[***]
4.	[***]	[***]
5.	[***]	[***]
	Total Possible Commercial Milestone Payments Per R&D Program	$[***]

Notwithstanding the foregoing, [***]. In no event will the Commercial Milestone Payments set forth in this Section 9.2.3 (Commercial Milestones) exceed [***] If more than one (1) Commercial Milestone Event described in this Section 9.2.3 (Commercial Milestones) occurs during the same Calendar Year with respect to an R&D Program, Novo Nordisk shall pay only the highest applicable Commercial Milestone Payment during such Calendar Year and any lower Commercial Milestone Payment(s) that is not paid during such Calendar Year shall become payable only if [***].

For illustrative purposes only, [***]. 9.3 Royalty Rate. In further consideration for the rights and licenses granted to Novo Nordisk hereunder, Novo Nordisk shall pay to Septerna royalties at the tiered royalty rates set forth in the table below on Annual Net Sales of each Financial Product by Novo Nordisk, its Affiliates and its and their Sublicensees in the Field in the Territory during the applicable Royalty Term (such royalties, the “Royalty Payments”). Such Royalty Payments will be payable on a [***] basis, after delivery of a royalty report pursuant to Section 9.11 (Royalty Reports and Payments). Portion of Annual Net Sales, on a Financial Product-by-Financial Product basis Royalty Rate [***] [***] [***] [***] [***] [***] [***] [***] By way of example, [***]. 9.4 Royalty Term. Royalty Payments under Section 9.3 (Royalty Rate) shall be payable by Novo Nordisk on Annual Net Sales of each Financial Product by Novo Nordisk, its Affiliates and its and their Sublicensees on a country-by-country and Financial Product-by-Financial Product basis beginning upon the First Commercial Sale of such Financial Product in such country in the Territory until the expiration of the Royalty Term in such country for such Financial Product. Upon the expiration of the Royalty Term for a Financial Product in a particular country, (a) the license granted by Septerna to Novo Nordisk under Section 8.2 (Licenses to Novo Nordisk) with respect to such Financial Product and such country shall survive and become perpetual, fully-paid and royalty-free, and shall remain exclusive (even as to Septerna and its Affiliates) and (b) the Net Sales of such Financial Product in such country shall thereafter be excluded for the purposes of calculating the Net Sales thresholds and ceilings pursuant to Section 9.2.3 (Commercial Milestones) and 9.3 (Royalty Rate).9.5 Payment Step-Downs. The payments under Section 9.2.3 (Commercial Milestones) and Section 9.3 (Royalty Rate) shall, as applicable, be reduced by the following provisions, subject to Section 9.5.5 (Payment Floor): 9.5.1 No Valid Claim. Notwithstanding Section 9.3 (Royalty Rate), on a country-by-country and Financial Product-by-Financial Product basis, if at any time during the applicable Royalty Term in a country, such Financial Product is not Covered by [***], then the

applicable royalty rates set forth in Section 9.3 (Royalty Rate) for such Financial Product in such country shall be reduced by [***].

9.5.2 Generic Competition. On a country-by-country and Financial Product-by-Financial Product basis, if at any time during the Royalty Term for such Financial Product in such country, [***] or more applicable Generic Product(s) are introduced into the market in such country and [***], then [***].

9.5.3 Third Party Payments.

(a) On a country-by-country and Financial Product-by-Financial Product basis, if Novo Nordisk enters into a Novo Third Party Agreement with respect to a Financial Product (or Licensed Compound contained therein), [***], Novo Nordisk shall have the right to deduct [***].

(b) If Novo Nordisk or any of its Affiliates or its or their Sublicensees [***] with respect to a Financial Product under a Novo Third Party Agreement that it believes are a result of a breach by Septerna of this Agreement, then, Novo Nordisk may elect to [***] by providing a written notice to Septerna, in which case, the following shall apply:

(i) Novo Nordisk will provide Septerna with written notice of [***].

(ii) Novo Nordisk shall not [***] that is [***] by Novo Nordisk [***];

(iii) If Septerna notifies Novo Nordisk in writing that it disputes Novo Nordisk’s assertion that Septerna is in breach of this Agreement or Novo Nordisk’s [***], then, unless the Parties resolve such dispute pursuant to Section 17.2 (Resolution by Executive Officers), (A) either Party shall have the right to initiate the dispute resolution process in accordance with Section 17.3 (Arbitration) and (B) pending such dispute resolution, [***]. In the event that it is finally determined pursuant to Section 17.3 (Arbitration) that: (X) Septerna is in breach of this Agreement and Novo Nordisk is entitled to [***], then, Novo shall have the right to [***]; (Y) Septerna is in breach of this Agreement but [***] as a result of such breach, then Novo Nordisk will [***] and thereafter, Novo Nordisk shall have the right to [***]; or (Z) Septerna is not in breach of this Agreement, then Novo Nordisk will [***]. For clarity, this Section 9.5.3 (Third Party Payments) applies only with respect to [***].

(iv) If it is finally determined pursuant to Section 17.3 (Arbitration) that Septerna has committed an uncured material breach of this Agreement and Novo Nordisk is entitled to invoke its right under Section 16.4 (Alternative Remedies in Lieu of Termination) and as a result of such uncured material breach, Novo Nordisk or any of its Affiliates or its or their Sublicensees enters (or has entered) into a Novo Third Party Agreement, then, notwithstanding Section 9.5.3(b)(iii), if Novo Nordisk exercises its right under Section 16.4 (Alternative Remedies in Lieu of Termination) for such uncured material breach, Novo Nordisk shall [***]. After Novo Nordisk exercises its right under Section 16.4 (Alternative Remedies in Lieu of Termination), Novo Nordisk shall [***].

9.5.4 Inflation Reduction Act Deductions. If, during the Royalty Term for a Financial Product, such Financial Product is designated as a Selected Drug by the Secretary of the

U.S. Department of Health and Human Services, and Novo Nordisk is required to negotiate a Maximum Fair Price that will apply to sales of such Financial Product, then, commencing on the date that the Maximum Fair Price is made public for such Financial Product in the United States, the applicable royalty rates set forth in Section 9.3 (Royalty Rate) for such Financial Product in the United States shall be reduced by [***]. The foregoing provision will not be subject to the royalty reduction floor set forth in Section 9.5.5 (Payment Floor).

9.5.5 Payments Floor. The payment reductions set forth in this Section 9.5 (Payment Step-Downs) shall be applied [***].

9.5.6 Carry Forward. [***].

9.6 Septerna Third Party Payments. Septerna will be solely responsible for all, and will satisfy all, financial and other obligations, including royalties, due from Septerna to any Third Parties under any agreement pursuant to which Septerna is a party, except as otherwise set forth in Section 10.6.4(c). 9.7 Research Funding. On an R&D Program-by-R&D Program basis, within [***] following the final Calendar Day of each [***] during the R&D Collaboration Term in which Septerna performs any activities (including Additional R&D Program Optimization Activities) under, and in accordance with, such R&D Plan, Septerna shall provide to Novo Nordisk an invoice setting forth detailed, line-item Septerna Research Costs for the performance of such activities in such [***] in accordance with the corresponding R&D Plan. Novo Nordisk shall pay any undisputed invoice with respect to the Septerna Research Costs within [***] after receipt thereof; provided that Novo Nordisk shall promptly notify Septerna if it has identified any disputed amounts in such invoice, and the Parties shall use [***] to resolve such dispute in good faith [***]. Novo Nordisk shall have no obligation to pay any Septerna Research Costs for which Septerna has not timely provided to Novo Nordisk an invoice in accordance with this Section 9.7 (Research Funding) (which, for purposes of this sentence, may be extended for an additional [***] beyond the applicable [***] period if any invoice is not timely provided inadvertently and in good faith). 9.8 Other Cost . Unless explicitly provided for otherwise in this Agreement or the R&D Plan, each Party shall be responsible for its own costs and expenses incurred in connection with its performance of the activities hereunder.9.9 Payment Terms. Unless expressly provided for otherwise in this Agreement, all payments due under this Article 9 shall be paid within [***] after the later of the date that such payment is due and the date of the paying Party’s receipt of a written invoice specifying the relevant payment and the amount due (plus VAT if applicable). If the paying Party is Novo Nordisk, Septerna shall invoice Novo Nordisk according to Novo Nordisk’s invoicing template attached to this Agreement in Schedule 9.9. If a Party does not receive payment of any sum due to it on or before the due date therefor, simple interest shall thereafter accrue on the sum due to such Party from the due date until the date of payment at a per-annum rate of [***], or the maximum rate allowable by Applicable Law, whichever is less. 9.10 Mode of Payment. All payments to be made by a Party to the other Party under this Agreement shall be made in Dollars. Payments to the receiving Party shall be made by

electronic wire transfer to the account of the receiving Party, as designated in writing to the paying Party at least [***] in advance of the due date for the applicable payment and if the paying Party is Novo Nordisk, in accordance with an invoice received pursuant to Schedule 9.9.9.11 Royalty Reports and Payments. During each applicable Royalty Term, Novo Nordisk shall prepare and deliver to Septerna a written royalty and sales report for each [***] showing the global Net Sales of each applicable Financial Product sold by Novo Nordisk, its Affiliates or its or their Sublicensees during the reporting [***], together with the corresponding Royalty Payments payable, specified on a Financial Product-by-Financial Product basis. The royalty and sales reports will be delivered to Septerna within [***] after the end of each [***]. Thereafter, Septerna shall submit to Novo Nordisk an invoice for the corresponding Royalty Payment and Novo Nordisk shall pay Septerna such Royalty Payment within [***] after the later of Novo Nordisk’s receipt of such invoice and the date that Novo Nordisk delivered the applicable royalty report pursuant to the preceding sentence.9.12 Profit & Loss Share for the Profit Share Product. For clarity, the Parties shall share in Operating Profits or Losses with respect to the Profit Share Product in the Profit Share Term in accordance with Section 3.6 (Septerna Profit Share Option) and the Profit Share Agreement. Notwithstanding anything herein or in the Profit Share Agreement to the contrary, to the extent that any Development Cost or cost included in the calculation of Operating Profits or Losses is incurred for an activity that is directed to both (a) the Development, Commercialization or Manufacture, as applicable, of the Profit Share Product, on the one hand, and (b) the Development, Commercialization or Manufacture, as applicable, of other products of Novo Nordisk, on the other hand, then the costs and expenses of such activity shall be reasonably allocated by Novo Nordisk between the portion of the activity attributable to the Profit Share Product as compared to the portion of the activity attributable to such other products, and such activity’s costs and expenses shall only be included in the Development Costs or in the calculation of the Operating Profits or Losses (or the applicable sub-category of costs included therein) to the extent of such apportionment.9.13 Audit Right. Each Party and its Affiliates will keep complete and accurate books and records of account, in accordance with its Accounting Standards, of all transactions and other business activities under this Agreement, sufficient to confirm the accuracy of all financial reports furnished by a Party to the other Party under this Agreement, and all payments made by a Party to the other Party under this Agreement, which records shall be retained for a period of [***] after the end of the Calendar Year in which the applicable payment was due. During the Term and for [***] after the final payment has been made under this Agreement, but no more than often than [***] (unless for cause), such Party will permit an independent certified public accountant of international recognition and standing designated by the other Party and reasonably acceptable to the audited Party (as of the Effective Date, one of [***]) (the “Auditor”) to audit such books and records of account of such Party (the “Audited Party”) at the location(s) where such records are maintained during normal business hours in order to confirm the accuracy and completeness of all such reports and all such payments. Each audit shall be subject to the following terms:

9.13.1 the Party requesting such audit shall give the Audited Party at least [***] prior written notice specifying when its Auditor shall visit the Audited Party; 9.13.2 at least [***] prior to inspecting any records, the Auditor must have executed a confidentiality agreement with the Audited Party in a form that is reasonably satisfactory to the Audited Party;

9.13.3 the Audited Party shall make its books and records available for review by the Auditor solely to the extent necessary to verify that the payments made by the Audited Party under this Agreement were correctly determined;

9.13.4 all books and records made available for inspection or audit hereunder shall be deemed to be the Confidential Information of the Audited Party;

9.13.5 the Audited Party shall provide the foregoing access to the Auditor during the regular business hours of the place(s) where the applicable books and records are usually kept; while inspecting such books and records, the Auditor must abide by all of the Audited Party’s applicable standard rules and regulations;

9.13.6 at the conclusion of such audit, the Auditor shall prepare and deliver to each Party a report solely setting out whether the payments made by the Audited Party under this Agreement were correctly determined and, only if not, the specific details concerning any discrepancies thereof, which report shall be delivered no later than [***] after the audit has been completed; provided that the Auditor shall share its findings with the Audited Party prior to delivering such report in order for the Audited Party to discuss in good faith with the Auditor any discrepancies therein; provided, further that, for clarity, no other information will be provided to the auditing Party without the prior written consent of the Audited Party;

9.13.7 any report provided by the Auditor in connection with an audit under this Section 9.13 (Audit Right) shall be deemed Confidential Information of the Audited Party, and the auditing Party shall keep confidential such report and any other information received or learnt in connection with the audit;

9.13.8 no Calendar Year will be subject to audit under this Section 9.13 (Audit Right) more than [***] and no audit may cover any period that is more than [***] prior to the date of such requested audit;

9.13.9 should any Auditor report reveal an Audited Party payment discrepancy to the detriment of the Party requesting the audit, the Audited Party will, within [***] after receipt of such report from the Auditor, pay any undisputed amount of such discrepancy, and should any Auditor report reveal an Audited Party payment discrepancy to the Audited Party’s detriment, the Audited Party may, at its sole discretion, require the Party requesting the audit to repay the Audited Party such amount of the discrepancy within [***] after receipt of such report from the Auditor or credit and offset such amount of the discrepancy against future payments payable to the Party requesting the audit under this Agreement; and

9.13.10 the Party requesting the audit will pay the full cost of any audit pursued under this Section 9.13 (Audit Right) unless there is an undisputed underpayment of amounts due to the Party requesting the audit that is greater than [***], in which case, the Audited Party will pay the cost charged by the Auditor for such audit.

9.14 Taxes.

9.14.1 Income Tax. Each Party shall be solely responsible for the payment of any and all Taxes levied on the payments such Party receives under this Agreement.

9.14.2 Withholding Tax. The Parties agree to use reasonable efforts to avoid double taxation or similar obligations in respect of upfront, royalties, milestone payments and other payments made by each Party to the other Party under this Agreement. To the extent either Party (the “Paying Party”) is required under Applicable Law to deduct and withhold Taxes on any payment to the other Party (the “Recipient”) under this Agreement, the Paying Party shall (a) deduct those withholding Taxes and any applicable interest and penalties from the applicable payment or from any other payment owed by the Paying Party; (b) pay the amount of such withholding taxes, interest and penalties to the appropriate Governmental Authority in a timely manner; and (c) send to the Recipient evidence of such payment and related Governmental Authority receipt or certificate, to the extent available. The Paying Party will use reasonable efforts to provide the Recipient with advance notice prior to withholding any Taxes from payments payable to the Recipient. The Recipient will provide the Paying Party any tax forms that may be reasonably necessary in order for the Paying Party to withhold Tax at a reduced rate under an applicable bilateral income tax treaty, to the extent the Paying Party is legally able to do so. Each Party will provide the other Party with reasonable assistance to enable the recovery or reduction, as permitted by Applicable Law, of appropriate amounts from withholding taxes or similar obligations in connection with payments made under this Agreement. [***].

9.14.3 Indirect Taxes. All payments are exclusive of value added taxes, sales taxes, consumption taxes and other similar Taxes (the “Indirect Taxes”). If any Indirect Taxes are chargeable in respect of any payments under Applicable Law, the paying Party shall pay such Indirect Taxes at the applicable rate in respect of such payments following receipt, where applicable, of an invoice in the appropriate form issued by the receiving Party in respect of those payments and indicating applicable Indirect Taxes. The Parties shall issue invoices for all amounts payable under this Agreement consistent with Indirect Tax requirements and irrespective of whether the sums may be netted for settlement purposes. If the Indirect Taxes originally paid or otherwise borne by the paying Party are in whole or in part subsequently determined not to have been chargeable, all necessary steps will be taken by the receiving Party to receive a refund of these undue Indirect Taxes from the applicable Governmental Authority or other fiscal authority and any amount of undue Indirect Taxes repaid by such authority to the receiving Party will be transferred to the paying Party within [***] of receipt.

9.14.4 Tax Responsibilities. Any Tax resulting from the execution and performance of this Agreement will be borne by the Parties in accordance with Applicable Laws. Septerna has provided or will provide to Novo Nordisk a copy of its current Form 6166 (or a substantially similar form that demonstrates taxable entity status).

9.14.5 Tax Benefits. The Parties will use reasonable efforts to provide, and to cause their respective Affiliates, subcontractors, (sub)licensees/Sublicensees, customers and other applicable Third Parties to provide, any information and documentation reasonably requested by the other Party, at such other Party’s cost and expense, to obtain the benefits of any current or

future tax legislation (e.g. Section 250 of the Internal Revenue Code of 1986, as amended and the applicable Treasury Regulations) that could provide a material tax benefit to either Party.

9.15 Reimbursement. For all costs, expenses or other amounts for which a Party (the “Owing Party”) is obligated to reimburse or pay the other Party (the “Owed Party”) pursuant to this Agreement for which no specific provision is made hereunder for such payment, (a) notwithstanding anything to the contrary in this Agreement, any such costs or expenses must be reasonable and verifiable, and (b) the Owed Party shall send to the Owing Party (i) an invoice for such amount within [***] after the Owed Party’s determination that such amount is payable by the Owing Party, which invoice shall include a reference to the section of this Agreement under which the Owed Party is requesting reimbursement or payment, and (ii) to the extent requested by the Owing Party, reasonable supporting documentation with respect to the costs, expenses or other amounts to be reimbursed. Payment with respect to each such invoice shall be due within [***] after receipt by the Owing Party thereof and shall be made in accordance with Section 9.9 (Payment Terms).10. INTELLECTUAL PROPERTY10.1 Disclosure of R&D Plan Inventions. Each Party shall promptly disclose to the other Party any inventions in the R&D Plan Technology or Joint Know-How that are developed, created, conceived or reduced to practice by or on behalf of a Party or its Affiliates or its or their licensees, including with respect to Novo Nordisk, its or their Sublicensees.10.2 Inventorship. For purposes of this Agreement, the determination of inventorship and whether Know-How (including inventions) are developed, created, conceived or reduced to practice by or on behalf of a Party or its Affiliates or its or their licensees, including with respect to Novo Nordisk, its or their Sublicensees, for the purpose of allocating proprietary rights (including Patent Rights, copyright or other intellectual property rights) therein, shall be made in accordance with United States law, regardless of where the applicable activities occurred.10.3 Ownership.

10.3.1 General. As between the Parties, subject to the terms and conditions of this Agreement, including the licenses granted under Section 8.2 (Licenses to Novo Nordisk) and, with respect to Septerna, its exclusivity obligations under Article 6 (Exclusivity), (a) each Party will own the entire right, title and interest in, to and under the intellectual property rights (i) owned or Controlled by such Party at the Effective Date (including Compounds from such Party’s chemical libraries) or (ii) first developed, created, conceived or reduced to practice solely by or on behalf of such Party independently of this Agreement, without the direct or indirect use of or access to any the other Party’s Confidential Information, (b) Septerna shall own and retain all right, title and interest in and to any and all Know-How first developed, created, conceived or reduced to practice solely by or on behalf of Septerna or its Affiliates in the course of activities conducted under or in connection with this Agreement, and any and all Patent Rights to the extent Covering such Know-How and other intellectual property rights with respect thereto; (c) Novo Nordisk shall own and retain all right, title and interest in and to any and all Know-How first developed, created, conceived or reduced to practice solely by or on behalf of Novo Nordisk or its Affiliates in the course of activities conducted under or in connection with this Agreement, and any and all Patent Rights to the extent Covering such Know-How and other intellectual property rights with respect thereto; and (d) the Parties shall each own and retain an equal, undivided interest in all right, title and interest in and to any and all Know-How first developed, created, conceived or reduced to practice jointly by Novo Nordisk or its Affiliates, on the one hand, and by Septerna or its Affiliates, on the other hand, in the course of activities conducted under or in connection with this Agreement (“Joint Know-How”) and any and all Patent Rights to the extent Covering the Joint Know-How (“Joint Patents”) and other intellectual property rights with respect to the Joint Know-How (collectively, together with the Joint Know-How and Joint Patents, “Joint IP”); provided that, [***]. The Parties acknowledge and agree that this Agreement will be understood to be a “joint research agreement” (as defined in 35 U.S.C. § 100(h)) for the purposes of 35 U.S.C. §102(c) entered into for the purpose of researching, identifying and developing Licensed Compounds or Licensed Products under the terms set forth herein. Subject to the terms and conditions of this Agreement, including the licenses granted under Section 8.2 (Licenses to Novo Nordisk), Article 13 and, in the case of Septerna, its exclusivity obligations hereunder, each Party shall have the right to Exploit the Joint IP without a duty of seeking consent or accounting to the other Party and each Party shall grant and hereby does grant to the other Party all further permissions, consents and waivers with respect to, and all licenses under, any Joint IP throughout the world necessary to provide the other Party with full rights of use and Exploitation of such Joint IP subject to the foregoing. For clarity, for the purpose of Article 10, neither Party or its Affiliates, or its or their (sub)licensees/Sublicensees, shall be considered a (sub)licensee (or, with respect to Novo Nordisk, a Sublicensee) of the other Party or its Affiliates.

10.3.2 Assignment. Each Party shall, and does hereby, assign to the other Party and will cause each of its (and its Affiliates’ and (sub)licensees/Sublicensees’) officers, directors, employees, agents and contractors to assign to the other Party, in each case free and clear of all restrictions, liens or other encumbrances and without additional compensation, all such right, title and interest in and to any Know-How (including inventions) developed, created, conceived or reduced to practice hereunder as is necessary to fully effect the sole or joint ownership, as applicable, provided for in Section 10.3.1(b) through Section 10.3.1(d) (General) (including in the event that U.S. law does not apply to the development, creation, conception or reduction to practice of any Know-How (including inventions) hereunder or any intellectual property rights therein).

10.3.3 Covenants in Support of Assignment. Each Party shall take (and cause its Affiliates and its and their (sub)licensees/Sublicensees, and their respective officers, directors, employees, agents and contractors to take) such further actions reasonably requested by the other Party, at the requesting Party’s cost and expense (except as provided in Section 10.3.5 ([***])), to evidence such assignment set forth in Section 10.3.2 (Assignment) and to assist the other Party in obtaining Patent Rights and other intellectual property protection with respect to Know-How first developed, created, conceived or reduced to practice under or in connection with this Agreement, and, [***], including executing further assignments, consents, releases and other commercially reasonable documentation and providing good faith testimony by affidavit, declaration, in-person or other proper means in support of any effort by the other Party to establish, perfect, defend or enforce its rights in any such Know-How or Patent Rights Covering such Know-How through prosecution of governmental filings, regulatory proceedings, litigation and other means, including through the filing, prosecution and maintenance of Patent Rights. Without limiting the foregoing, each Party will cooperate with the other Party, at such other Party’s cost and expense ([***])), if the other Party applies for U.S. or foreign patent protection for inventions within such Know-How

in accordance herewith and will use its reasonable efforts to obtain the cooperation of the individual inventors of any such inventions. If a Party is unable to assign the applicable interest in any Know-How or Patent Rights to the other Party as required by Section 10.3.2 (Assignment), then such Party hereby grants and agrees to grant (and shall cause its Affiliates and (sub)licensees/Sublicensees to grant) to the other Party a royalty-free, fully paid-up, worldwide, perpetual, irrevocable license (with the right to grant sublicenses through multiple tiers) under such Know-How and Patent Rights, which license shall be exclusive (even as to such granting Party) with respect to Know-How and Patent Rights that are solely owned by the other Party as set forth in Section 10.3.1(b) and non-exclusive with respect to the Know-How and Patent Rights that are jointly owned by the Parties as set forth in Section 10.3.1(c), in each case, for any and all purposes.

10.3.4 Control of Intellectual Property. Each Party shall not, and shall cause its Affiliates not to, enter into or amend any agreement with a Third Party, or include in any such agreement or amendment any restrictive provisions, with an intent to limit its Control of, or to not Control, any Know-How, Patent Right or other intellectual property right that would otherwise be subject to the license grants in this Agreement or would constitute R&D Plan Technology in the absence of such agreement, amendment or restrictive provisions. Further, when entering into any agreement or amendment with a Third Party relating to any Know-How, Patent Rights or other intellectual property rights that, if Controlled by a Party or its Affiliates, would be subject to the license grants in this Agreement or would constitute R&D Plan Technology, such Party shall and shall cause its Affiliates to use good faith efforts to obtain Control of such Know-How, Patent Rights and other intellectual property rights.

10.3.5 [***].

10.4 Patent Prosecution and Maintenance.

10.4.1 Second Generation Product Patents. Following the Effective Date, Septerna shall have the right and authority to prepare, file, prosecute and maintain any Existing Septerna Patents (excluding the Shared Septerna Patents, which are subject to Section 10.4.4 (Shared Septerna Patents)) and will consult with Novo Nordisk to identify Existing Septerna Patents that Cover one (1) or more Licensed Compound(s), and, following such consultation, shall coordinate with Novo Nordisk to file, prosecute and maintain (until transfer of such prosecution to Novo Nordisk) continuation, continuation-in-part or divisional applications claiming priority to any such Existing Septerna Patent, which continuation, continuation-in-part or divisional applications (a) specifically Cover the composition of, formulations containing, or any methods of using a Licensed Compound or Licensed Product containing such Licensed Compound and (b) do not Cover the composition of, formulations containing, or any methods of using, any Compounds Directed Against [***] that are not Licensed Compounds (including, for clarity, any [***]) (“Second Generation Product Patents”). Septerna shall take all reasonable steps to file Second Generation Product Patents with the objective of maximizing patent protection with respect to the Licensed Compounds and Licensed Products in the Field in the Territory. If, with respect to any Licensed Compound and an Existing Septerna Patent Covering such Licensed Compound in a country in the Territory, Septerna is unable to secure any such Second Generation Product Patent that Covers as a composition of matter such Licensed Compound and there is no New Product Patent in such country that Covers as a composition of matter such Licensed Compound, then such Existing Septerna Patent will constitute a Shared Septerna Patent and the provisions of Section 10.4.4 (Shared Septerna Patents) will apply with respect thereto.

10.4.2 Septerna’s Rights. As between the Parties, Septerna shall have the sole right and authority, but not the obligation, to prepare, file, prosecute and maintain all Septerna Patents (other than Product Patents and [***]) (each, a “Septerna Other Patent”) on a worldwide basis, and to be responsible for any related interference, re-issuance, re-examination, inter partes review, opposition proceeding or other action challenging any such patent in any patent office of competent jurisdiction (collectively, “Prosecution and Maintenance” and the term “Prosecute and Maintain” shall have the corollary meaning), in each case, at Septerna’s sole cost and expense; provided that Septerna shall not, without Novo Nordisk’s prior written consent (not to be unreasonably withheld, conditioned or delayed), Prosecute and Maintain any Patent Right (other than an Existing Septerna Patent or a Product Patent solely as permitted by and in accordance with this Agreement) that Covers any Licensed Compound published, in the public domain or otherwise known to Septerna or any of its Affiliates. In undertaking such activities, Septerna shall keep Novo Nordisk reasonably informed of material communications with the relevant patent offices with respect to any such Septerna Other Patents, and provide Novo Nordisk a reasonable opportunity to comment thereon (which Novo Nordisk shall do promptly) and consider Novo Nordisk’s comments in good faith.

10.4.3 Novo Nordisk’s Rights. As between the Parties, Novo Nordisk shall have the first right and authority, but not the obligation, to Prosecute and Maintain all Product Patents (excluding the Shared Septerna Patents, which are subject to Section 10.4.4 (Shared Septerna Patents)), [***] and Joint Patents on a worldwide basis, at Novo Nordisk’s sole cost and expense (except to the extent shared as Operating Profits or Losses for the Profit Share Product, if any). In undertaking such activities, Novo Nordisk shall keep Septerna reasonably informed of material communications with the relevant patent offices, and provide Septerna a reasonable opportunity to comment thereon (which Septerna shall do promptly) and consider Septerna’s comments in good faith. If Novo Nordisk decides, in its sole discretion, to allow any such Product Patent, [***] or Joint Patent to lapse, then Novo Nordisk shall notify Septerna in writing and Septerna shall have the right to take over the Prosecution and Maintenance of such Product Patent, [***] or Joint Patent, as applicable, at its sole cost and expense; provided that Septerna may not exercise its right to pursue or continue Prosecution and Maintenance of such Product Patents, [***] or Joint Patents without Novo Nordisk’s prior written consent (not to be unreasonably withheld, conditioned or delayed). The foregoing shall not prevent Septerna from filing divisionals or continuations of Product Patents, [***] or Joint Patents that only Cover [***].

10.4.4 Shared Septerna Patents. With respect to each Shared Septerna Patent in a country, the Parties shall jointly determine the Prosecution and Maintenance strategy for such Shared Septerna Patent with the goal of maximizing protection thereunder for both the Licensed Compounds and Licensed Products, on the one hand, and [***] Covered by such Shared Septerna Patent that are not Licensed Compounds or Licensed Products, on the other hand, in such country. The Parties may, by mutual agreement, designate [***] of the Parties to lead the Prosecution and Maintenance of each Shared Septerna Patent in such country as an administrative matter, provided that all substantive decisions with respect to such Prosecution and Maintenance will be subject to mutual agreement of the Parties, and, provided, further, that, in undertaking such activities, the lead Party shall keep the other Party reasonably informed of material communications with the relevant patent offices, and provide the other Party a reasonable opportunity to comment thereon (which the other Party shall do promptly) and incorporate the other Party’s comments thereto. Any disputes with respect to the Prosecution and Maintenance of any such Shared Septerna Patent (each, a “Shared Septerna Patent Matter”) may be submitted by either Party to a Third Party Patent Expert for binding resolution in accordance with Schedule 10.4.4.

10.4.5 Cooperation. The non-Prosecuting Party shall, and shall cause its Affiliates to, assist and cooperate with the Prosecuting Party, as such Prosecuting Party may reasonably request from time to time and at the Prosecuting Party’s cost and expense, in connection with its activities set forth in this Section 10.4 (Patent Prosecution and Maintenance) or otherwise with respect to Prosecution and Maintenance by Novo Nordisk (or its Affiliate or its or their Sublicensee) of any other Patent Right that Covers a Licensed Compound or Licensed Product or the Exploitation thereof under this Agreement (and in which case, Novo Nordisk shall be deemed to be a Prosecuting Party), including to (a) obtain and deliver to the Prosecuting Party any records, documents (including laboratory notebooks) and other evidence, in each case, to the extent reasonable necessary for the Prosecuting Party to prosecute its applicable Patent Rights; provided that in no event shall the foregoing require Septerna to deliver any records, documents or other evidence that are unrelated to Licensed Compounds or Licensed Products or the Exploitation thereof, including any records, documents or other evidence embodying the Septerna Platform that do not contain any information related to any Licensed Compounds or Licensed Products or the Exploitation thereof; (b) make the inventor(s) and its other employees available at reasonable business hours, (c) render all signatures that will be necessary in connection with all such patent filings and (d) assist the Prosecuting Party in all other reasonable ways that are necessary or reasonably useful for the issuance of such Patent Rights, as well as for the Prosecution and Maintenance of such Patent Rights. For clarity, unless otherwise set forth above, as between the Parties, each Party will control, at its sole cost and expense (except to the extent shared as Operating Profits or Losses for the Profit Share Product, if any), and in its sole discretion, the Prosecution and Maintenance of Patent Rights owned or controlled by such Party. Without limiting the last sentence of Section 10.4.1 (Septerna’s Rights), the Parties will, and will cause their Affiliates to, cooperate and implement reasonable patent filing and prosecution strategies (including filing divisionals, continuations or otherwise) so that, to the extent reasonable and feasible, (x) Product Patents, on the one hand, and (y) other Septerna Patents Covering compounds and products that are not Licensed Compounds or Licensed Products, on the other hand, are pursued in mutually exclusive patent applications (which may be simultaneously filed) where reasonably practicable.

10.4.6 Patent Term Extension and Supplementary Protection Certificate. As between the Parties, in relation to the Licensed Products, Novo Nordisk shall have the sole right to make decisions regarding, and to apply for, at Novo Nordisk’s sole cost and expense (except to the extent shared as Operating Profits or Losses for the Profit Share Product, if any), patent term extensions in the Territory, including the U.S. with respect to extensions pursuant to 35 U.S.C. §156 et. seq. and in other jurisdictions pursuant to supplementary protection certificates, and in all jurisdictions with respect to any other extensions that are now or become available in the future, wherever applicable (collectively, the “Extensions”), in each case including whether or not to do so; provided that Novo Nordisk shall not apply for any Extension with respect to a Septerna Other Patent without Septerna’s prior written consent. Septerna shall provide prompt and reasonable assistance with respect thereto, as requested by Novo Nordisk and at Novo Nordisk’s cost and

expense, including by taking such action as patent holder as is required under any Applicable Laws to obtain such Extensions. [***]. For clarity, this Section 10.4.6 (Patent Term Extension and Supplementary Protection Certificate) only applies to Extensions relating to a Licensed Product.

10.5 Enforcement of Patents.

10.5.1 Notice. During the Term, the Parties will promptly notify each other in writing if either Party becomes aware of any suspected, threatened or actual infringement by any Third Party of any Septerna Patents, [***] or Joint Patents arising from the making, using, offering to sell, selling or importing a product in the Field in the Territory that is Directed Against one (1) or more Collaboration Target(s), including a Generic Product (a “Competing Infringement”). Each Party will provide any available evidence of such Competing Infringement with such notification.

10.5.2 Enforcement Rights.

(a) Novo Nordisk’s Rights. As between the Parties, Novo Nordisk shall have the first right, but not the obligation, to initiate and control an infringement, misappropriation or other appropriate suit or action (and “Infringement Action”) against any Competing Infringement with respect to the Septerna Patents, [***] and Joint Patents, at Novo Nordisk’s sole discretion and at Novo Nordisk’s sole cost and expense (except to the extent shared as Operating Profits or Losses for the Profit Share Product, if any); provided that, Novo Nordisk shall not [***]). Without limiting the foregoing, Novo Nordisk shall keep Septerna reasonably informed of such Infringement Action and shall consider Septerna’s comments in good faith.

(b) Septerna Step-In Rights. During the Term, if Novo Nordisk fails to initiate an Infringement Action against, and is not engaged in settlement discussions with respect to, any Competing Infringement with respect to any Septerna Patents, [***] or Joint Patents within [***] after written notice of such Competing Infringement is first provided by a Party under Section 10.5.1 (Notice), or elects not to continue to pursue an Infringement Action or any settlement with respect thereto, then Septerna will have the right to initiate and control an Infringement Action with respect to such Competing Infringement by counsel of its own choice, at its own discretion and at Septerna’s sole cost and expense, and Novo Nordisk will have the right, at its sole cost and expense, to be represented in any such action by counsel of its own choice; provided that if Novo Nordisk notifies Septerna during such [***] period that it is electing in good faith not to institute any Infringement Action against such Competing Infringement for strategic reasons, then Septerna will not have the right to initiate and control any Infringement Action with respect to such Competing Infringement.

(c) Settlement. The Party controlling an Infringement Action in accordance with this Section 10.5.2 (Enforcement Rights) shall have the right to settle such claim; provided that neither Party shall settle an Infringement Action in a manner that has a material adverse effect on the rights or interests of the other Party (including any of its Patent Rights) or in a manner that imposes any costs or liability on or involves any admission by, the other Party, without the express written consent of such other Party (which consent will not be unreasonably withheld, conditioned or delayed); and provided, further, that (i) Septerna’s consent will not be required under the foregoing proviso (and, if such consent is otherwise required, it will be deemed

unreasonable for Septerna to withhold such consent) solely on the grounds that such settlement permits a Generic Product to commercially launch in any country(ies) in the Territory and (ii) the foregoing limitation shall not be deemed to require the consent of such other Party in connection with a settlement of any action that would or may result in reduced payments hereunder as permitted under Article 9 (Financial Provisions) or that would or may impose an obligation on Septerna after termination of this Agreement with respect to the applicable Reverted Product in the applicable country pursuant to Section 16.3.2.

(d) Recoveries. If either Party recovers monetary damages from any Third Party in an Infringement Action brought under this Section 10.5.2 (Enforcement Rights), or any royalties, milestones or other payments from a license agreement with a Third Party related to such Competing Infringement, then such recovery shall be allocated first [***], and any remaining amounts shall thereafter be (i) if Novo Nordisk is the controlling Party, [***], or (ii) if Septerna is the controlling Party, [***].

10.5.3 Procedures. Each Party shall bear all of its own internal costs and expenses incurred in connection with its activities under this Section 10.5 (Enforcement of Patents) (except to the extent shared as Operating Profits or Losses for the Profit Share Product, if any). In the event that the Parties are joined in suit or action against a Competing Infringement or the non-enforcing Party elects to join such suit or action and, in either case, elects to be represented by the same outside counsel as the enforcing Party, then the enforcing Party shall be responsible for all expenses arising from such outside counsel; provided that the enforcing Party consents to such joint representation by outside counsel, such consent not to be unreasonably withheld, delayed or conditioned. For clarity, the enforcing Party may reasonably withhold consent where such Party has a good faith basis to believe there is a conflict with the non-enforcing Party. The Party not bringing an action with respect to the infringement in the Territory under this Section 10.5 (Enforcement of Patents) shall be entitled to separate representation in such matter by counsel of its own choice and at its sole cost and expense, but such Party shall at all times cooperate fully with the Party bringing such action. Unless otherwise set forth herein, the Party entitled to bring any Infringement Action in accordance with this Section 10.5 (Enforcement of Patents) shall have the right to settle such Infringement Action; provided that Septerna shall not have the right to settle any Competing Infringement under this Section 10.5 (Enforcement of Patents) without the express written consent of Novo Nordisk (which consent shall not be unreasonably withheld, conditioned or delayed).

10.5.4 Cooperation. If a Party controls an action for infringement, including an Infringement Action, arising from the making, using, offering to sell, selling or importing a product in the Field in the Territory that is Directed Against one (1) or more Collaboration Target(s), including a Generic Product, the other Party shall, and shall cause its Affiliates to, reasonably assist and cooperate with the controlling Party, at the controlling Party’s cost and expense, as such controlling Party may reasonably request from time to time, in connection with its activities in such action, including where necessary, furnishing a power of attorney solely for such purpose or joining in, or being named as a necessary party to, such action, providing access to relevant documents (including laboratory notebooks) and other evidence and making the inventors and its other employees available at reasonable business hours.

10.6 Infringement of Third Party Rights in the Territory.

10.6.1 Notice. If the Exploitation of a Licensed Compound or Licensed Product in the Territory pursuant to this Agreement results in, or is reasonably expected to result in, any claim, suit or proceeding by a Third Party alleging infringement by a Party or any of its Affiliates or its or their (sub)licensees/Sublicensees, distributors or customers (“Third Party Action”), including any defense or counterclaim in connection with an enforcement action initiated pursuant to Section 10.5 (Enforcement of Patents), the Party first having notice of such Third Party Action shall promptly notify the other Party.

10.6.2 Defense. As between the Parties, [***] shall have the first right, but not the obligation, to defend any such Third Party Action, at [***] sole cost and expense (except to the extent shared as Operating Profits or Losses for the Profit Share Product, if any). If [***] does not take any steps to defend or settle a Third Party Action within [***] from any notice of such Third Party Action, then [***] shall have the right and option to do so at its sole cost and expense upon providing a written notice to [***]; provided that any action by [***] to eliminate the Third Party Action under this Section 10.6 (Infringement of Third Party Rights in the Territory) shall not be inconsistent with [***] global patent defense strategy. Where a Party controls a Third Party Action, the other Party shall, and shall cause its Affiliates to, reasonably assist and cooperate with the controlling Party, as such controlling Party may reasonably request from time to time, in connection with its activities set forth in this Section 10.6 (Infringement of Third Party Rights in the Territory), including furnishing a power of attorney solely for such purpose or joining in, or being named as a necessary party to, such action, providing access to relevant records, documents (including laboratory notebooks) and other evidence and making inventors and other of its employees available at reasonable business hours.

10.6.3 Settlement. The Party entitled to defend a Third Party Action in accordance with this Section 10.6 (Infringement of Third Party Rights in the Territory) shall have the right to settle such claim; provided that neither Party shall settle a Third Party Action in a manner that has a material adverse effect on the rights or interests of the other Party (including any of its Patent Rights) or in a manner that imposes any costs or liability on or involves any admission by, the other Party, without the express written consent of such other Party (which consent will not be unreasonably withheld, conditioned or delayed); and provided, further, that the foregoing limitation shall not be deemed to require the consent of such other Party in connection with a settlement of any action that would or may result in reduced payments hereunder as permitted under Article 9 (Financial Provisions) or that would or may impose an obligation on Septerna after termination of this Agreement with respect to the applicable Reverted Product in the applicable country pursuant to Section 16.3.2.

10.6.4 Third Party Agreements.

(a) If Novo Nordisk determines that it is necessary or reasonably useful for Novo Nordisk or its Affiliates or its or their Sublicensees to acquire any Know-How, Patent Rights or other intellectual property right from a Third Party, or, [***], in either case, in connection with the Development, Manufacture, Commercialization or other Exploitation of a Licensed Compound or Licensed Product in the Territory (such right, a “Third Party Right”), then, as between the Parties, except with respect to agreements entered into by Septerna in accordance with Section 10.6.4(b), Novo Nordisk or its Affiliates or its or their Sublicensees shall have the sole right (but not the obligation) in its sole discretion to obtain a license or other rights to, or acquire (whether by license, exercise of option, acquisition or otherwise) from such Third Party, such Know-How, Patent Right or other intellectual property right with respect to Development, Manufacture, Commercialization or other Exploitation of a Licensed Compound or Licensed Product in the Territory.

In the event that Novo Nordisk, any of its Affiliates or any of its or their Sublicensees negotiates and obtains any such license or other right to, or acquires (whether by license, exercise of option, acquisition or otherwise) from a Third Party any Know-How, Patent Right or other intellectual property right, in each case, necessary or reasonably useful to Develop, Manufacture, Commercialize or otherwise Exploit Licensed Compounds or Licensed Products in the Territory (each, a “Novo Third Party Agreement”), Novo Nordisk shall be entitled to deduct amounts payable to such Third Party from payments to Septerna hereunder in accordance with Section 9.5.3 (Third Party Payments).

(b) Notwithstanding the foregoing, Septerna or its Affiliates shall have the sole right to negotiate with a Third Party a Third Party Right that is specific to the Septerna Platform and is not limited to or specific to compounds or products Directed Against one (1) or more Collaboration Targets. If Septerna obtains any such Third Party Right with respect to the Septerna Platform that (1) is actually used in, or otherwise necessary or reasonably useful to conduct, an R&D Program or (2) is necessary to Exploit a Licensed Compound (each of (1) and (2), a “Necessary Third Party Right”), then (i) such Necessary Third Party Right shall automatically be deemed to be “Controlled” by Septerna and included in the licenses granted to Novo Nordisk under Section 8.2 (Licenses to Novo Nordisk), (ii) any license with respect to such Necessary Third Party Right shall be fully consistent with this Agreement (including that any such license shall not impose any additional obligations on Novo Nordisk), and (iii) Septerna shall be responsible for all payments to any such Third Party with respect to such Necessary Third Party Right.

(c) If Septerna obtains rights to any Third Party Right that is useful to Exploit any Licensed Compound, but is not a Necessary Third Party Right (a “Other Third Party Right”), then, to the extent such rights are sublicensable to Novo Nordisk, (i) following the effectiveness of the applicable Third Party agreement pursuant to which Septerna has obtained such Other Third Party Right, Septerna will provide prompt written notice to Novo Nordisk disclosing the existence of such agreement, the Other Third Party Right covered by such agreement and any additional obligations (including payment obligations) under such agreement that would apply to Novo Nordisk as a sublicensee thereunder if Novo Nordisk were to receive a sublicense under such Other Third Party Right (a “Third Party IP Notice”) and (ii) Novo Nordisk may elect, by written notice to Septerna, to receive a sublicense under such Other Third Party Right, in which case, effective as of such notice, (A) such Other Third Party Right shall automatically be deemed to be “Controlled” by Septerna and included in the licenses granted to Novo Nordisk under Section 8.2 (Licenses to Novo Nordisk), (B) Novo Nordisk will comply with those obligations (excluding payment obligations, which are addressed in clause (C)) of Novo Nordisk as a sublicensee under such agreement expressly set forth in the applicable Third Party IP Notice or otherwise disclosed by Septerna to Novo Nordisk in writing in connection with such Third Party IP Notice, and (C) as between the Parties, Septerna will remain solely responsible for payments under such Third Party agreement, except that, solely to the extent the applicable payment obligations are disclosed to Novo Nordisk in writing in, or in connection with, such Third Party IP Notice, Novo Nordisk will be responsible for (1) any royalties payable to such Third Party under such agreement in respect of Net Sales of any Licensed Products that are subject to such sublicense, (2) solely in the case of any milestone payment obligations that apply to all products licensed under such Third Party agreement, any milestone payment in respect of any milestone event achieved by Novo Nordisk or any of its Affiliates or Sublicensees with respect to a Licensed Compound or Licensed Product that is subject to such sublicense, and (3) any other payments that are reasonably allocable to a Licensed Compound or Licensed Product and payable to such Third Party under such agreement as a result of Novo Nordisk, its Affiliates or Sublicensees Exploitation of a Licensed Compound or Licensed Product, provided, in the case of this clause (3), that such payment obligations with respect to a Licensed Compound or Licensed Product are no greater than payment obligations with respect to any other compounds or products that are subject to such agreement, in each case ((1)-(3)), on a pass-through basis without any markup.

Novo Nordisk shall be entitled to deduct all such amounts paid by Novo Nordisk under the preceding sentence from payments to Septerna hereunder in accordance with Section 9.5.3 (Third Party Payments), as if Novo Nordisk had entered into such Third Party agreement directly. For the avoidance of doubt, if Novo Nordisk does not so elect to receive a sublicense under any Other Third Party Right as set forth in this Section 10.6.4(c), then such Other Third Party Right will not be deemed to be “Controlled” by Septerna or included in the licenses granted to Novo Nordisk under Section 8.2 (Licenses to Novo Nordisk) and Novo Nordisk will not be responsible for any payments with respect thereto. (d) Notwithstanding anything to the contrary in this Section 10.6.4, neither Septerna nor any of its Affiliates shall enter into an agreement with a Third Party with respect to a Third Party Right (except with respect to Necessary Third Party Rights that are Controlled by Septerna as provided in Section 10.6.4(b)) on terms that would prevent Novo Nordisk from obtaining a license with respect to such Third Party Right directly from such Third Party to Develop, Manufacture, Commercialize or otherwise Exploit Licensed Compounds and Licensed Products. 10.7 Other Invalidity or Unenforceability Proceedings. 10.7.1 Third Party Patents. As between the Parties, Novo Nordisk shall have the sole right, at Novo Nordisk’s sole cost and expense (except to the extent shared as Operating Profits or Losses for the Profit Share Product, if any), to bring an opposition, action for declaratory judgment, nullity action, interference, declaration for non-infringement, reexamination, post-grant proceedings or other attack upon the validity, title or enforceability of a Patent Right owned or controlled by a Third Party and having one (1) or more claims that Cover a Licensed Product, or the use, sale, offer for sale or importation of a Licensed Product (except insofar as such action is a counterclaim to or defense of, or accompanies a defense of, a Third Party’s claim or assertion of infringement under Section 10.6 (Infringement of Third Party Rights in the Territory), in which case the provisions of Section 10.6 (Infringement of Third Party Rights in the Territory) shall govern). Any awards or amounts received in bringing any such action shall be first allocated to reimburse Novo Nordisk’s costs and expenses in such action, and any remaining amounts shall be allocated between the Parties in accordance with the principles set forth in Section 10.5.2(d) (Recoveries). 10.7.2 Third Party Patent Challenge. If any [***], Joint Patent or Septerna Patent becomes the subject of any proceeding commenced by a Third Party within the Territory in connection with an opposition, reexamination request, post-grant proceeding, action for declaratory judgment, nullity action, interference or other attack upon the validity, title or

enforceability thereof (a “Third Party Patent Challenge”) (except insofar as such action is a counterclaim to or defense of, or accompanies a defense of, an action for infringement against a Third Party under Section 10.5 (Enforcement of Patents), in which case the provisions of Section 10.5 (Enforcement of Patents) shall govern), then the Prosecuting Party for the applicable Patent Rights shall control such defense at its sole cost and expense (except to the extent shared as Operating Profits or Losses for the Profit Share Product, if any). The Prosecuting Party shall permit the non-Prosecuting Party to participate in the proceeding to the extent permissible under Applicable Laws, and to be represented by its own counsel in such proceeding, at the non-Prosecuting Party’s sole cost and expense. If the Prosecuting Party decides that it does not wish to defend against a Third Party Patent Challenge, then the other Party shall have a backup right to assume defense of such Third Party Patent Challenge at its sole cost and expense. Any awards or amounts received in defending any such Third Party Patent Challenge shall be allocated between the Parties in accordance with the principles set forth in Section 10.5.2(d) (Recoveries).

10.8 Orange Book Listing. As between the Parties, Novo Nordisk will have the sole right, in its sole discretion and in accordance with Applicable Law, to determine and control the listing of any Product Patents, [***] or Joint Patents, or, to the extent required by Applicable Laws, any Septerna Other Patents, in (a) the then-current edition of the FDA’s Orange Book or any relevant foreign equivalent listing in connection with the Regulatory Approval of any Licensed Product and (b) applicable prescribing information relating to any Licensed Product. 10.9 Cost and Expenses. Unless otherwise provided herein, each Party shall bear its own costs and expenses in exercising its rights and performing its obligations under this Article 10.11. REPRESENTATIONS, WARRANTIES AND COVENANTS11.1 Mutual Representations and Warranties. Each Party hereby represents and warrants to the other Party, as of the Execution Date and the Effective Date, as follows:

11.1.1 Organization. It is a corporation duly organized, validly existing and in good standing, and is a tax resident, under Applicable Laws of the jurisdiction of its organization, and has all requisite power and authority, corporate or otherwise, to execute, deliver and perform this Agreement.

11.1.2 Binding Agreement. This Agreement is a legal and valid obligation binding upon such Party and enforceable in accordance with its terms, subject to the effects of bankruptcy, insolvency or other Applicable Laws of general application affecting the enforcement of creditor rights, judicial principles affecting the availability of specific performance and general principles of equity (whether enforceability is considered a proceeding at law or equity).

11.1.3 Authorization. The execution, delivery and performance of this Agreement by such Party have been duly authorized by all necessary corporate actions and do not conflict with such Party’s charter documents, bylaws or other organizational documents or any agreement, instrument or understanding, oral or written, to which it is a party or by which it is bound, nor violate any Applicable Law or any order, writ, judgment, injunction, decree, determination or

award of any court, governmental body or administrative or other agency, presently in effect applicable to such Party.

11.1.4 No Further Approval. Except for any filings that may be required to comply with Antitrust Laws, it is not aware of any government authorization, consent, approval, license or exemption of or filing or registration with any court or Governmental Authority, domestic or foreign, under any Applicable Law, currently in effect, necessary for, or in connection with, the transactions contemplated by this Agreement or any other agreement or instrument executed in connection herewith, or for the performance by it of its obligations under this Agreement and such other agreements (save for Regulatory Approvals and similar authorizations from Governmental Authorities necessary for the Research, Development, Commercialization or Exploitation of any Licensed Products as contemplated hereunder).

11.1.5 No Inconsistent Obligations. Neither Party is under any obligation, contractual or otherwise, to any Person that conflicts with or is inconsistent in any material respect with the terms of this Agreement, or that would impede the diligent and complete fulfilment of its obligations hereunder.

11.2 Additional Representations and Warranties by Septerna. Septerna hereby makes the following additional representations and warranties to Novo Nordisk (a) except as set forth in Schedule 11.2 attached hereto (the “Initial Disclosure Schedule”) as of the Execution Date, (b) subject to Section 11.3.1, except as set forth in the Subsequent Disclosure Schedule, as of the Effective Date and (c) with respect to each R&D Program, subject to Section 11.3.2 and Section 11.3.3, except as set forth in the applicable Final Report Disclosure Schedule, as of each date Septerna delivers to Novo Nordisk a Final Report for such R&D Program, pursuant to Section 2.4.3 (Final Report; Program Transition) (such date with respect to an R&D Program, the “Final Report Delivery Date”), in each case ((a), (b) and (c)), as follows:

11.2.1 Septerna is the sole and exclusive owner of the full legal or beneficial rights, title and interests in the intellectual property and other rights licensed to Novo Nordisk under Section 8.2 (Licenses to Novo Nordisk), and Septerna has the rights necessary to perform the R&D Plans and, to Septerna’s Knowledge, to grant such licenses to Novo Nordisk for the Research, Development, Commercialization, Manufacture and Exploitation of the Licensed Compounds and Licensed Products without additional payment or other consideration for such intellectual property or other rights (other than in accordance with Article 9).

11.2.2 Septerna has not licensed the Septerna Technology (or any component thereof) from any Third Party. Septerna and its Affiliates have not entered into any licensing, option, transfer or similar agreements or arrangements that relate to the ownership or granting rights with respect to (a) the Septerna Platform or Septerna Technology, in each case, in a manner that would conflict with the licenses and rights purported to be granted to Novo Nordisk herein in any material respect or (b) the Regulatory Documentation, Collaboration Targets, Licensed Compounds or Licensed Products (including by granting any covenant not to sue with respect thereto). To Septerna’s Knowledge, the use of the Septerna Platform as contemplated by the R&D Plans and the Development, Manufacture, Commercialization or Exploitation of the Licensed Compounds or Licensed Products as contemplated herein will not be subject to any other license or agreement to which Septerna or any of its Affiliates is a party (other than agreements entered into by Septerna or any of its Affiliates pursuant to Section 8.4 (Right to Subcontract) with a Third Party contractor performing for or on behalf of Septerna or its Affiliates, including any contract research organizations or contract manufacturing organizations).

11.2.3 Septerna Controls all Compounds in its or its Affiliates’ ownership or control that are Directed Against one (1) or more Collaboration Targets.

11.2.4 [***].

11.2.5 To Septerna’s Knowledge, Schedule 1.112 sets forth all Compounds Controlled by Septerna or its Affiliates as of the Effective Date that are Directed Against one (1) or more Collaboration Targets (other than [***]). [***].

11.2.6 The intellectual property and other rights licensed to Novo Nordisk under Section 8.2 (Licenses to Novo Nordisk) are not subject to any restrictions, liens or encumbrances that would limit the rights granted or to be granted to Novo Nordisk under this Agreement.

11.2.7 Septerna and its Affiliates have provided or made available to Novo Nordisk (or its designated patent counsel) in all material respects: (a) the file wrapper and other documents and materials relating to the prosecution, defense, maintenance, validity and enforceability of Septerna Patents, (b) all Regulatory Documentation, if any, and (c) except for Septerna Platform, copies of all material and relevant Know-How in its possession regarding the Licensed Compounds and Licensed Products (and, in each case, Exploitation thereof), and the intellectual property and other rights to be licensed to Novo Nordisk under Section 8.2 (Licenses to Novo Nordisk) that would be material to Novo Nordisk’s decision to enter into this Agreement or to continue to Exploit Licensed Compounds and Licensed Products with respect to the applicable R&D Program(s), and to Septerna’s Knowledge, such documents, materials, Regulatory Documentation and Know-How are true, correct and complete in all material respects.

11.2.8 The Patent Rights set forth in Schedule 1.130 represent all Patent Rights that Septerna or any of its Affiliates owns or controls that Cover or disclose any invention that is necessary or reasonably useful for carrying out each R&D Program according to the applicable R&D Plan and for the Research, Development, Commercialization, Manufacture and Exploitation of the Licensed Compounds or Licensed Products in the Territory in the Field with respect to such R&D Program. Such Septerna Patents are subsisting and have not been declared invalid or unenforceable, in whole or in part. Such Septerna Patents are being diligently prosecuted in patent offices in the Territory in accordance with Applicable Laws. Such Septerna Patents have been filed and maintained properly and correctly in all material respects, and all applicable fees have been paid on or before the due date for payment. In respect of the pending patent applications included in such Septerna Patents, in jurisdictions where required, Septerna has presented all relevant references, documents and information of which it and the inventors are aware to the relevant patent examiner at the relevant patent office. Each of such Septerna Patents properly identifies each and every inventor of the claims thereof as determined in accordance with the laws of the jurisdiction in which such Septerna Patent is issued or such application is pending.

11.2.9 There is no Know-How owned or controlled by Septerna or any of its Affiliates that relates to the Septerna Platform, Licensed Compounds or Licensed Products that is not within the Septerna Know-How.

The Septerna Know-How has been kept confidential or has been disclosed to Third Parties only under terms of confidentiality. To the Knowledge of Septerna, no breach of such confidentiality has been committed by any Third Party.

11.2.10 Septerna or its Affiliates own or otherwise have the right to use or access all intellectual property or other rights necessary (a) for carrying out the anticipated R&D Plans as of the Execution Date and the Effective Date, and (b) to Septerna’s Knowledge, (i) for the Research, Development, Commercialization and Exploitation of the Licensed Compounds and Licensed Products as contemplated as of the Execution Date, the Effective Date or each Final Report Acceptance Date, as applicable, in accordance with this Agreement and (ii) for granting the licenses under Section 8.2 (Licenses to Novo Nordisk), in each case ((a) and (b)), without additional payment or other consideration for such intellectual property or other rights (other than in accordance with Article 9).

11.2.11 Septerna or its Affiliates have not received any notification of infringement or misappropriation of the Septerna Technology or of any threatened claims or litigation seeking to invalidate or otherwise challenge the Septerna Patents by any Person in the Territory, and there is no pending or, to Septerna’s Knowledge, threatened infringement or misappropriation of the Septerna Technology by any Person in the Territory.

11.2.12 To Septerna’s Knowledge, neither Septerna nor any of its Affiliates, sublicensees or subcontractors have taken any action that would render any invention claimed (or to be claimed) in Septerna Patents unpatentable.

11.2.13 To Septerna’s Knowledge, (a) neither Septerna nor any of its Affiliates, sublicensees or subcontractors, or their respective current or former employees, have misappropriated any of the Septerna Know-How from any Third Party, and Septerna is not aware of any claim by a Third Party that such misappropriation has occurred and (b) no Person has misappropriated or is misappropriating or threatening to misappropriate Septerna Know-How.

11.2.14 Septerna or its Affiliates have not received any notification of, and do not have other Knowledge of, actual claims, disputes, proceedings, challenges or allegations regarding or relating to improper inventorship or ownership of the Septerna Patents.

11.2.15 There are no actual, pending, alleged or threatened adverse actions, suits, administrative proceedings, claims, re-examinations, oppositions, interferences or formal governmental investigations, and Septerna has no Knowledge of any such action, whether or not pending, alleged or threatened, involving the Septerna Platform, Septerna Technology, Regulatory Documentation, Licensed Compounds or Licensed Products in or before any court, Governmental Authority or Regulatory Authority.

11.2.16 (a) Septerna and its Affiliates have not received any notice from any Third Party asserting or alleging that the Research, Development, Commercialization, Manufacture or Exploitation of any Licensed Compound or Licensed Product or the use of the Septerna Platform infringes or misappropriates the intellectual property rights of such Third Party, and (b) to Septerna’s Knowledge, the Research, Development, Commercialization, Manufacture and Exploitation of the Licensed Compounds or Licensed Products in the Field in the Territory and the use of the Septerna Platform in accordance with the terms of this Agreement will not infringe or misappropriate the Patent Rights or any other intellectual property or proprietary rights of any Third Party in the Territory.

11.2.17 All employees, agents and subcontractors of, and consultants to, Septerna or its Affiliates are obligated to assign to Septerna or its Affiliate their rights in and to any inventions arising out of their work for Septerna or its Affiliate, either pursuant to written agreement or by operation of Applicable Law, and all current and former officers, employees, agents, advisors, consultants, contractors or other representatives of Septerna or any of its Affiliates who are inventors of or have otherwise contributed in a material manner to the creation or development of any Know-How, Patent Rights or other intellectual property rights that are necessary or reasonably useful to Exploit the Licensed Compounds or Licensed Products, including the Septerna Platform or any Septerna Technology, have executed and delivered to Septerna or any such Affiliate an assignment or other agreement regarding the protection of proprietary information and the assignment to Septerna or any such Affiliate of any such Know-How, Patent Rights or other intellectual property rights. Novo Nordisk shall have no obligation to contribute to any remuneration of any inventor employed or engaged or previously employed or engaged by Septerna or any of its Affiliates in respect of any such inventions, information and discoveries and intellectual property rights thereof that are so assigned to Septerna or its Affiliate(s).

11.2.18 Neither Septerna nor any of its Affiliates, nor any of its or their respective officers, employees or agents has made an untrue statement of material fact or fraudulent statement to the FDA or any other Regulatory Authority with respect to the Development of the Licensed Products, failed to disclose a material fact required to be disclosed to the FDA or any other Regulatory Authority with respect to the Development of the Licensed Products, or committed an act, made a statement, or failed to make a statement with respect to the Development of the Licensed Products that could reasonably be expected to provide a basis for the FDA to invoke its policy respecting “Fraud, Untrue Statements of Material Facts, Bribery, and Illegal Gratuities”, set forth in 56 Fed. Reg. 46191 (September 10, 1991) and any amendments thereto or any analogous laws or policies in the Territory.

11.2.19 Neither Septerna nor any of its Affiliates has been debarred by the FDA, is not subject to any similar sanction of other Governmental Authorities in the Territory, and, to Septerna’s Knowledge, neither it nor any of its Affiliates has used, in any capacity, in connection with the Exploitation of Licensed Compounds or Licensed Products, any Person who either has been debarred by such a Regulatory Authority, or is the subject of a conviction described in Section 306 of the FD&C Act. Septerna is not aware of any conduct or activity that could lead to such debarment actions.

11.2.20 Septerna and its Affiliates and their respective (sub)contractors and consultants have conducted all Development with respect to the Licensed Compounds and Licensed Products (including the generation, preparation, maintenance and retention of all Regulatory Documentation) in accordance with Applicable Laws, including current Good Laboratory Practices, Good Clinical Practices and Good Manufacturing Practices where applicable. Septerna and its Affiliates have employed Persons with appropriate education, knowledge and experience to conduct, and to oversee the conduct of, such studies and activities.

11.2.21 The inventions claimed by the Septerna Patents: (a) were not developed, created, conceived or reduced to practice in connection with any Research activities funded, in whole or in part, by the federal government of the United States of America or any agency thereof, (b) are not a “subject invention” as that term is described in 35 U.S.C. Section 201(e) and (c) are not otherwise subject to the provisions of the Patent and Trademark Law Amendments Act of 1980, as amended, codified at 35 U.S.C. §§ 200-212, as amended, as well as any regulations promulgated pursuant thereto, including in 37 C.F.R. Part 401.

11.2.22 Septerna is a taxable Person in the United States and is liable for and subject to U.S. federal taxation in the United States.

11.2.23 Solely as of the applicable Final Report Delivery Date, the applicable Final Report is complete and correct in all material respects.

11.3 Additional Disclosures.

11.3.1 Within [***] after the Antitrust Clearance Date, Septerna shall provide to Novo Nordisk either (a) an updated Schedule 1.112, an updated Schedule 1.130 and a list of any exceptions to any of the representations and warranties in Section 11.2 (Additional Representations and Warranties by Septerna) existing as of the Effective Date (the “Subsequent Disclosure Schedule”); or (b) a written statement that no such updates are required and all such schedules and representations and warranties, as qualified by the Initial Disclosure Schedule, remain true and correct as of the Effective Date. If (x) any act, omission or event occurring on or after the Execution Date causes any of the representations or warranties in Section 11.2 (Additional Representations and Warranties by Septerna) to be untrue or misleading as of the Effective Date but for any disclosure that Septerna provides in the Subsequent Disclosure Schedule pursuant to this Section 11.3.1; (y) any of the representations or warranties in Section 11.2 (Additional Representations and Warranties by Septerna) were untrue or misleading as of the Effective Date or (z) Septerna or any of its Affiliates breached the covenant set forth in Section 11.4.9, and, in any case ((x) through (z)), such occurrence fundamentally frustrates the purpose of this Agreement for Novo Nordisk, or materially undermines the benefits reasonably expected to be realized under this Agreement by Novo Nordisk, then Novo Nordisk may terminate this Agreement upon written notice to Septerna not later than [***] after Septerna’s delivery of the Subsequent Disclosure Schedule in accordance with this Section 11.3.1; provided that any decision by Novo Nordisk to not terminate this Agreement in accordance with this Section 11.3.1 shall not constitute a waiver with respect to the foregoing clauses (x) through (z) or with respect to any claim that Novo Nordisk may otherwise have in respect of any breach by Septerna of its representations, warranties or covenants. In the event Novo Nordisk terminates this Agreement pursuant to this Section 11.3.1, this Agreement shall terminate and become void and of no further effect as of the date of such notice.

11.3.2 On the Final Report Delivery Date with respect to an R&D Program, Septerna shall provide to Novo Nordisk [***].

11.3.3 For all representations and warranties for which Septerna [***] with respect to such R&D Program to Novo Nordisk as of such Final Report Delivery Date without additional qualification. For the avoidance of doubt, [***]. Septerna acknowledges and agrees that [***].

11.4 Covenants by Septerna. Septerna hereby covenants that:

11.4.1 Without Novo Nordisk’s prior written consent, Septerna and its Affiliates will not, after the Execution Date, enter into any written or oral contractual obligation with a Third Party that would be inconsistent with its obligations under this Agreement or that would encumber or deprive Novo Nordisk’s benefits or rights granted under this Agreement.

11.4.2 Septerna will not amend, modify, terminate or waive any rights or fail to meet any obligations under any Third Party Services Agreements in a manner that would adversely affect Novo Nordisk’s rights or obligations under this Agreement without Novo Nordisk’s prior written consent. Septerna will not commit any acts or permit the occurrence of any omissions that would cause or result in the termination of any Third Party Services Agreement in its entirety or with respect to any rights under such agreement for which such termination would adversely affect Novo Nordisk’s rights or obligations under this Agreement. Septerna will notify Novo Nordisk of any notification received under any Third Party Services Agreement that would or could be reasonably expected to affect Novo Nordisk’s rights or obligations under this Agreement. Septerna will notify Novo Nordisk in writing (a) within [***] after any termination of any Third Party Services Agreement, and (b) within [***] after any expiration of any Third Party Services Agreement.

11.4.3 Septerna will not amend, modify, terminate or waive any rights or fail to meet any obligations with respect to any intellectual property or other rights (including with respect to any Patent Rights) that are Controlled by Septerna or its Affiliates at any time during the Term and necessary or reasonably useful (a) for carrying out Research and other Development activities according to each R&D Plan and (b) (i) for the Research, Development, Manufacture, Commercialization or Exploitation of Licensed Compounds or Licensed Products in accordance with this Agreement and (ii) for granting the licenses under Section 8.2 (Licenses to Novo Nordisk), in each case ((a) and (b)), in a manner that would adversely affect Novo Nordisk’s rights or obligations under this Agreement (including by incurring additional payment or other costs for such intellectual property or other rights (other than in accordance with Article 9)) without Novo Nordisk’s prior written consent.

11.4.4 Septerna will maintain the rights necessary to grant, and continue to grant (and otherwise take all actions required to so grant, including via obtaining appropriate sublicenses), the licenses to intellectual property and other rights licensed to Novo Nordisk under Section 8.2 (Licenses to Novo Nordisk) (including with respect to any Patent Rights) for the Research, Development, Manufacture, Commercialization and Exploitation of Licensed Compounds and Licensed Products in accordance with Article 8, without additional payment or other consideration for such intellectual property or other rights (other than in accordance with Article 9).

11.4.5 Septerna will not remove or otherwise screen off, or restrict, from use in the R&D Programs any hits identified from, or Compounds included in, the Screening Libraries.

11.4.6 All officers, employees, agents, advisors, consultants, contractors and other representatives of Septerna or its Affiliates will assign to Septerna or its Affiliate their rights in and to any inventions arising out of their work for Septerna or its Affiliate, either pursuant to written agreement or by operation of Applicable Laws, and all current and former officers, employees, agents, advisors, consultants, contractors or other representatives of Septerna or any of its Affiliates who are or will be inventors of or have otherwise contributed or will otherwise contribute in a material manner to the creation or development of any Licensed Compounds or Licensed Products or any Septerna Technology or R&D Plan Technology will execute and deliver to Septerna or any such Affiliate an assignment or other agreement regarding the protection of proprietary information and the assignment to Septerna or any such Affiliate of any Septerna Technology or R&D Plan Technology.

11.4.7 Septerna and its Affiliates will perform their obligations under this Agreement, including all activities under the R&D Programs, in a good scientific manner and in accordance with all Applicable Laws, including, to the extent applicable, current Good Laboratory Practices, Good Clinical Practices and Good Manufacturing Practices and any applicable Privacy and Data Security Laws. All studies to be conducted for any Licensed Compounds or Licensed Products by or on behalf of Septerna will be conducted by Persons with appropriate education, knowledge and experience and in accordance with Applicable Laws, including current Good Laboratory Practices, Good Clinical Practices and Good Manufacturing Practices where applicable.

11.4.8 Septerna will not use or engage, in any capacity, in connection with this Agreement, any Person who either has been debarred by a Regulatory Authority, or is the subject of a conviction described in Section 306 of the FD&C Act or similar provisions of the laws of other countries. Septerna will inform Novo Nordisk in writing promptly if it or any Person engaged by it or any of its Affiliates who is performing services under this Agreement becomes debarred or is the subject of a conviction described in Section 306 of the FD&C Act, or if any action, suit, claim, investigation or legal or administrative proceeding is pending or, to Septerna’s Knowledge, is threatened, relating to the debarment or conviction of Septerna or any of its Affiliates or any such Person performing services hereunder.

11.4.9 Between the Execution Date and the Effective Date, Septerna shall, and shall cause its Affiliates to (a) conduct its business with respect to the Septerna Platform, Licensed Compounds and Licensed Products and the intellectual property rights to be granted hereunder in the ordinary course consistent with past practice and in accordance with all Applicable Laws, (b) refrain from taking any action or omitting to take any action that would have the effect of restricting or impairing the rights to be granted to Novo Nordisk hereunder or preventing either Party’s ability to perform its obligations under this Agreement, including (i) licensing, transferring, assigning or otherwise disposing of any Septerna Know-How or Septerna Patent, (ii) entering into, modifying, extending, renewing or amending any contract related to the Licensed Compounds or Licensed Products or the intellectual property rights to be granted hereunder or (iii) incurring, creating, assuming or permitting the incurrence, creation or assumption of any encumbrance, lien or claim of ownership by any Third Party with respect to any of the foregoing, in each case ((i)-(iii)), in a manner that would materially limit or impair Novo Nordisk’s rights under this Agreement, (c) not commit any act or permit the occurrence of any omission that would cause any of the representations and warranties of Septerna in Section 11.2 (Additional Representations and Warranties by Septerna) to be untrue or misleading as of the Effective Date and (d) promptly notify Novo Nordisk if it becomes aware that any of the representations or warranties in Section 11.2 (Additional Representations and Warranties by Septerna) are untrue or misleading.

11.5 No Other Representations and Warranties. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT, THE PARTIES MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, WRITTEN OR ORAL, WITH RESPECT TO THE OUTCOME OF THE R&D PROGRAMS AND LICENSED PRODUCTS, INCLUDING ANY EXPRESS OR IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. EACH PARTY SPECIFICALLY DISCLAIMS ANY REPRESENTATION OR WARRANTY THAT THE DEVELOPMENT, MANUFACTURE AND COMMERCIALIZATION OF A PRODUCT PURSUANT TO THIS AGREEMENT WILL BE SUCCESSFUL OR THAT, IF COMMERCIALIZED, ANY PARTICULAR SALES LEVEL WILL BE ACHIEVED.11.6 Antitrust Clearance.

11.6.1 Antitrust Filing. If Novo Nordisk reasonably determines in good faith that the activities and licenses contemplated under this Agreement require an HSR filing, each of Novo Nordisk and Septerna shall make any such HSR filing in such jurisdiction within [***] (or within such other period as mutually agreed in writing by the Parties) after the Execution Date. If the activities and licenses contemplated under this Agreement require any Antitrust Filings in any other jurisdiction, each of Novo Nordisk and Septerna shall make any such Antitrust filings in such jurisdiction as soon as reasonably practicable. The Parties shall cooperate with one another to the extent necessary in the preparation of any such filings. Each Party shall be responsible for its own costs and expenses associated with any such filings.

11.6.2 Antitrust Clearance. In connection with obtaining Antitrust Clearance, Novo Nordisk and Septerna shall use their respective commercially reasonable efforts to resolve as promptly as practicable any objections that may be asserted by any Antitrust Authority with respect to the transactions notified in the applicable Antitrust Filing. The term “commercially reasonable efforts” as used in this Section 11.6.2 (Antitrust Clearance) shall not require Novo Nordisk or Septerna to (a) agree to any remedy or consent decree with any Governmental Authority, including (i) any remedy to sell, divest (including through a license or a reversion of licensed or assigned rights), hold separate, transfer or dispose of any assets, operations, rights, product lines or businesses, or interests therein, of itself or any of its Affiliates (or consent to any of the foregoing actions) or (ii) any behavioral remedy or (b) litigate or otherwise formally oppose any determination (whether judicial or administrative in nature) by a Governmental Authority seeking to impose any of the restrictions referenced in clause (a) above. Notwithstanding anything to the contrary in this Section 11.6.2 (Antitrust Clearance), Novo Nordisk shall have the principal responsibility for determining and implementing the strategy for obtaining any necessary clearance, consents or approvals under any Antitrust Law (including with respect to timing and potential ways to address any concerns that may be raised) and shall control, lead and direct all submissions to, meetings, negotiations and communications with any Governmental Authority (or other Third Party) in connection therewith; provided that Novo Nordisk shall keep Septerna reasonably informed of summaries of such submissions, meetings, negotiations or communications.

11.6.3 Cooperation. In connection with obtaining Antitrust Clearance, each of Novo Nordisk and Septerna shall (a) cooperate with each other in connection with any

investigation or other inquiry relating to an Antitrust Filing and the transactions contemplated by this Agreement; (b) keep the other Party or its counsel informed of any communication received from or given to an Antitrust Authority where Antitrust Filings are required, relating to the applicable Antitrust Filing and the transactions contemplated by this Agreement (and provide a copy to the other Party if such communication is in writing); (c) reasonably consult with each other in advance of any meeting or conference with an Antitrust Authority where Antitrust Filings are required, and, to the extent permitted by such Antitrust Authority, give the other Party or its counsel the opportunity to attend and participate in such meetings and conferences; and (d) permit the other Party or its counsel to review in advance, and in good faith consider the views of the other Party or its counsel concerning, any submission, filing or communication (and documents submitted therewith) intended to be given to the applicable Antitrust Authority.

12. INDEMNIFICATION AND LIMITATION OF LIABILITY12.1 Indemnification by Novo Nordisk. Novo Nordisk shall defend, indemnify and hold harmless Septerna and its Affiliates, and each of their respective directors, officers, employees, agents and representatives (each, a “Septerna Indemnitee”) from and against any and all claims, suits, actions, liabilities, expenses or losses, including reasonable legal expenses and attorneys’ fees (collectively, “Losses”) incurred by any Septerna Indemnitee as a result of any claim, demand, action or other proceeding by any Third Party (each, a “Claim”) to the extent such Losses arise directly or indirectly out of: (a) the Exploitation of any Licensed Compound or Licensed Product (other than the Exploitation of any Profit Share Product) by Novo Nordisk or its Affiliate or Sublicensee; (b) the breach by Novo Nordisk of any warranty, representation, covenant or agreement made by Novo Nordisk in this Agreement; or (c) the gross negligence, illegal conduct or willful misconduct of any Novo Nordisk Indemnitee in connection with its activities under this Agreement. Notwithstanding the above, Novo Nordisk shall not be obliged to so indemnify and hold the Septerna Indemnitees harmless to the extent that such Loss: (i) arises directly or indirectly from (1) failure by Septerna or its Affiliates to obtain from a Third Party a Necessary Third Party Right or (2) the negligence, gross negligence, illegal conduct or willful misconduct of a Septerna Indemnitee or the breach by a Septerna Indemnitee of any warranty, representation, covenant or agreement made by Septerna in this Agreement, or (ii) (A) with respect to clause (a) of this Section 12.1 (Indemnification by Novo Nordisk), arises directly or indirectly from an action or omission for which Septerna would have an obligation to indemnify Novo Nordisk under Section 12.2 (Indemnification by Septerna) if such Loss were borne by a Novo Nordisk Indemnitee, and (B) with respect to clauses (b) and (c) of this Section 12.1 (Indemnification by Novo Nordisk), arises directly or indirectly from an action or omission for which Septerna would have an obligation to indemnify Novo Nordisk under clause (b), (c) or (d) of Section 12.2 (Indemnification by Septerna) if such Loss were borne by a Novo Nordisk Indemnitee, in each case ((A) and (B)), as to which Losses each Party shall indemnify the other to the extent of their respective liability.12.2 Indemnification by Septerna. Septerna shall defend, indemnify and hold harmless Novo Nordisk and its Affiliates, and each of their respective directors, officers, employees, agents and representatives (each, a “Novo Nordisk Indemnitee”) from and against any and all Losses incurred by any Novo Nordisk Indemnitee as a result of any Claim to the extent such Losses arise directly or indirectly out of: (a) the carrying out of each R&D Plan or any other Exploitation of Licensed Compounds (including [***]), Licensed Products, [***], Reverted Products or [***] by or on behalf of Septerna or its Affiliates or licensee(s) (other than by Novo

Nordisk or its Affiliates or sublicensee(s)); (b) the breach by Septerna of any warranty, representation, covenant or agreement made by Septerna in this Agreement; (c) failure by Septerna or its Affiliates to obtain from a Third Party any Third Party Right that would have been a Necessary Third Party Right had Septerna obtained such Third Party Right pursuant to Section 10.6.4(b) or (d) the gross negligence, illegal conduct or willful misconduct of any Septerna Indemnitee in connection with its activities under this Agreement. Notwithstanding the above, Septerna shall not be obliged to so indemnify and hold the Novo Nordisk Indemnitees harmless to the extent that such Loss (except with respect to Section 12.2(c)): (i) arises directly or indirectly from the negligence, gross negligence, illegal conduct or willful misconduct of a Novo Nordisk Indemnitee or the breach by a Novo Nordisk Indemnitee of any warranty, representation, covenant or agreement made by Novo Nordisk in this Agreement, or (ii) (A) with respect to clause (a) of this Section 12.2 (Indemnification by Septerna), arises directly or indirectly from an action or omission for which Novo Nordisk would have an obligation to indemnify Septerna under Section 12.1 (Indemnification by Novo Nordisk) if such Loss were borne by a Septerna Indemnitee, and (B) with respect to clauses (b) and (d) of this Section 12.2 (Indemnification by Septerna), arises directly or indirectly from an action or omission for which Novo Nordisk would have an obligation to indemnify Septerna under clause (b) or (c) of Section 12.1 (Indemnification by Novo Nordisk) if such Loss were borne by a Septerna Indemnitee, in each case ((A) and (B)), as to which Losses each Party shall indemnify the other to the extent of their respective liability.12.3 Indemnification Procedure. Except as set forth in Section 12.4 (Third Party Claims for Profit Share Products):

12.3.1 All indemnification claims in respect of any Septerna Indemnitee or Novo Nordisk Indemnitee seeking indemnification hereunder shall be made solely by such Party to this Agreement (“Indemnified Party”), and the Indemnified Party shall notify the Party against whom indemnification is sought (“Indemnifying Party”) in writing reasonably promptly after the assertion against the Septerna Indemnitee or Novo Nordisk Indemnitee, as applicable, describing, to the extent known, the facts of any Claim in respect of which the Indemnified Party intends to base a claim for indemnification hereunder, but the failure or delay so to notify the Indemnifying Party shall not relieve the Indemnifying Party of any obligation or liability that it may have to the Indemnified Party, except and only to the extent that the Indemnifying Party demonstrates that its ability to defend or resolve such Claim is adversely affected thereby. The Indemnified Party shall furnish promptly to the Indemnifying Party copies of all papers and official documents received in respect of any Losses and Claims.

12.3.2 Subject to the provisions of Section 10.5 (Enforcement of Patents), Section 10.6 (Infringement of Third Party Rights in the Territory), Section 10.7 (Other Invalidity or Unenforceability Proceedings) and Section 12.3.3, the Indemnifying Party shall have the right, upon providing notice to the Indemnified Party of its intent to do so within [***]after receipt of the notice from the Indemnified Party of any Claim, to assume the defense and handling of such Claim, at the Indemnifying Party’s sole cost and expense. If the Indemnifying Party does not assume control of such defense or does not comply with its obligations under Section 12.3.3, the Indemnified Party shall be entitled to control the defense and handling of the Claim at the Indemnifying Party’s sole cost and expense. The assumption of the defense of a Claim by the Indemnifying Party shall not be construed as an acknowledgment that the Indemnifying Party is liable to indemnify the Indemnified Party in respect of the Claim, nor shall it constitute a waiver by the Indemnifying Party of any defenses it may assert against the Indemnified Party’s claim for indemnification.

If the Indemnifying Party assumes the defense of a Claim, except as provided in Section 12.3.4, the Indemnifying Party shall not be liable to the Indemnified Party for any legal expenses subsequently incurred by such Indemnified Party in connection with the analysis, defense or settlement of the Claim unless specifically requested in writing by the Indemnifying Party. In the event that it is ultimately determined that the Indemnifying Party is not obligated to indemnify, defend or hold harmless the Indemnified Party from and against the Claim, the Indemnified Party shall reimburse the Indemnifying Party for any Losses incurred by the Indemnifying Party in its defense of the Claim. For clarity, if a Claim, or the events giving rise to or resulting in such Claim, are subject to Article 10 and Section 12.1 (Indemnification by Novo Nordisk) or Section 12.2 (Indemnification by Septerna), then Article 10 shall apply with respect to the defense of such Claim and Section 12.1 (Indemnification by Novo Nordisk) or Section 12.2 (Indemnification by Septerna), as applicable, shall apply with respect to the allocation of financial responsibility for the related Losses.

12.3.3 If the Indemnifying Party does not assume control of such defense or does not comply with its obligations under Section 12.3.4, the Indemnified Party shall be entitled to control the defense and handling of the Claim at the Indemnifying Party’s sole expense. If national procedural rules prevent the Indemnifying Party from managing and controlling the defense of a Claim and its settlement, the Indemnified Party shall to the extent necessary cooperate with the Indemnifying Party to manage and control the defense of such Claim and its settlement; provided, however, that the Indemnifying Party shall have the right to make all decisions relevant for the defense of such Claim and its settlement.

12.3.4 If the Indemnifying Party elects to assume the defense and handling of the Claim: (a) the Indemnifying Party shall select competent counsel in connection with conducting the defense and handling of such Claim, and the Indemnifying Party shall defend or handle the same in consultation with the Indemnified Party, and shall keep the Indemnified Party timely apprised of the status of, and material developments with respect to, such Claim and shall consider in good faith the recommendations made by the Indemnified Party with respect to such Claim; (b) the Indemnifying Party shall not, without the prior written consent of the Indemnified Party, agree to a settlement of any Claim that could lead to liability or create any financial or other obligation on the part of the Indemnified Party for which the Indemnifying Party does not expressly agree to provide indemnification hereunder, or would involve any admission of wrongdoing on the part of the Indemnified Party; and (c) the Indemnified Party shall cooperate with the Indemnifying Party at the request and expense of the Indemnifying Party, and shall be entitled to participate in (but, for clarity, except as provided in Section 12.3.3, not lead or have final decision-making authority over) the defense and handling of such Claim with its own counsel and at its sole cost and expense. Regardless of whether the Indemnifying Party elects to assume the defense and handling of a Claim, the Indemnified Party shall not agree to any settlement of a Claim without the prior written consent of the Indemnifying Party if there is any liability or any financial or other obligation on the part of the Indemnifying Party or if it would adversely affect the Indemnifying Party. Notwithstanding the foregoing, if the Indemnifying Party believes that any of the exceptions to its obligation of indemnification of the Indemnified Party set forth in this Article 12 may apply, the Indemnifying Party will promptly notify the Indemnified Party, who shall then have the right to be represented in any such action or proceeding by separate counsel at its sole cost and expense; provided that the Indemnifying Party will be responsible for payment of such expenses if the Indemnified Party is ultimately determined to be entitled to indemnification from the Indemnifying Party.

12.4 Third Party Claims for Profit Share Products. If a Third Party brings a Claim of any nature arising out of the Development, Manufacture, Commercialization or other Exploitation of a Profit Share Product during the Profit Share Term under this Agreement (even if such Claim is brought after such Profit Share Product ceases to be a Profit Share Product), other than Claims for which a Party has indemnification obligations pursuant to clause (b) or (c) of Section 12.1 (Indemnification by Novo Nordisk) or Section 12.2 (Indemnification by Septerna) (such Third Party claim, a “Shared Claim”), then, as between the Parties, Novo Nordisk will have the right to defend such Shared Claim. Septerna will reasonably assist Novo Nordisk in defending such Shared Claim and cooperate in any such litigation. Each Party will provide the other Party with prompt written notice of the receipt of any such Shared Claim, and Novo Nordisk will keep Septerna apprised of the progress of such Shared Claim and will promptly furnish Septerna with a copy of such Shared Claim. Novo Nordisk, in reasonable consultation with Septerna, will have the right to enter into any settlement agreement with such Third Party regarding such Shared Claim without Septerna’s consent. Any Losses associated with any Shared Claims (including reasonable attorneys’ fees and any damages, awards and amounts paid in settlement) will be “Shared Losses”.12.5 Effect of Investigation. The representations, warranties and covenants of a Party (whether set forth in this Agreement or any Schedule hereto) or any right of the other Party to indemnification, payment, reimbursement or other remedy based upon any such representations, warranties and covenants of such first Party shall in no event be affected by (a) any investigation, inquiry or examination made for or on behalf of such other Party, (b) the knowledge of such other Party’s officers, directors, equity holders, employees, agents or representatives or (c) any disclosure made by such first Party (i) set forth in Schedule 11.2 (except with respect to Section 11.2.16(b)) or (ii) in accordance with Section 11.3 (Additional Disclosures) (except, as to each such disclosure (if any), with respect to the specific representation and warranty as to which such disclosure is listed as an exception in the Subsequent Disclosure Schedule or the Final Report Disclosure Schedule, as applicable), in each case, whether before or after the Execution Date or the Effective Date. 12.6 Insurance. Each Party shall maintain, at its sole cost and expense, during the Term and [***], adequate insurance, with reputable insurers that are A-rated or better, to cover its obligations associated with its activities contemplated by this Agreement, including General Liability insurance with a minimum insurance limit of [***]; provided that if the Profit Share Agreement is in effect, then (a) Novo Nordisk shall arrange Clinical Trial Insurance and (b) each Party shall maintain, at its sole cost and expense, during the Profit Share Term and [***], adequate insurance, including General Liability insurance with a minimum insurance limit of [***] with reputable insurers that are A-rated or better, to cover its obligations associated with its activities, in proportion to its applicable Development Cost and Profit/Loss Split; provided, further, that if the Profit Share Product is being Commercialized under this Agreement, each Party shall maintain, at its sole cost and expense, during the Profit Share Term and [***], adequate insurance, including Products Liability insurance with reputable insurers that are A-rated or better, to cover its obligations associated with its activities, in proportion to its applicable Development Cost and Profit/Loss Split. Each Party shall furnish to the other Party evidence of such insurance upon request. The Parties acknowledge and agree that Novo Nordisk may meet its obligations under this

Section 12.6 (Insurance) through self-insurance. The Parties further acknowledge and agree that any insurance maintained in accordance with this Section 12.6 (Insurance) shall not be construed to create a limit of either Party’s liability with respect to its indemnification or other obligations under this Agreement. 12.7 Limitation of Liability. NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY (OR THE OTHER PARTY’S AFFILIATES OR (SUB)LICENSEES) FOR LOST REVENUE, LOST ROYALTIES, LOST SAVINGS, LOSS OF USE, DAMAGE TO GOODWILL, OR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR INDIRECT DAMAGES UNDER ANY THEORY, ARISING FROM OR RELATING TO ANY BREACH OF THIS AGREEMENT, EVEN IF THAT PARTY HAS BEEN PLACED ON NOTICE OF THE POSSIBILITY OF SUCH DAMAGES, EXCEPT AS A RESULT OF (A) A PARTY’S WILLFUL MISCONDUCT OR FRAUD OR (B) BREACH OF ARTICLE 6 OR ARTICLE 13. NOTHING IN THIS SECTION 12.7 (LIMITATION OF LIABILITY) IS INTENDED TO LIMIT OR RESTRICT THE INDEMNIFICATION RIGHTS OR OBLIGATIONS OF EITHER PARTY UNDER ARTICLE 12 OF THIS AGREEMENT.13. CONFIDENTIALITY 13.1 Duty of Confidence. During the Term and for a period of [***] thereafter, a Party receiving Confidential Information (the “Receiving Party”) of the other Party (the “Disclosing Party”) shall: (a) maintain in confidence such Confidential Information using not less than the efforts such Receiving Party uses to maintain in confidence its own confidential or proprietary information of similar kind and value, (b) not disclose such Confidential Information to any Third Party without the prior written consent of the Disclosing Party, except as otherwise specifically permitted under this Agreement and (c) only use such Confidential Information for purposes of exercising its rights and fulfilling its obligations under this Agreement and not for any other purpose, except as otherwise specifically permitted under this Agreement. In addition, notwithstanding anything to the contrary contained herein, (x) unless and until an R&D Program is terminated, the following shall be deemed the Confidential Information of Novo Nordisk (and Novo Nordisk shall be deemed the Disclosing Party and Septerna shall be deemed the Receiving Party of such information): (i) the R&D Plan, G0 Data Package and Final Report for such R&D Program, (ii) all data, results, reports and other information pertaining to any Collaboration Target, Licensed Compound or Licensed Product with respect to such R&D Program, and excluding, for clarity, any information to the extent pertaining to the Septerna Platform but not (x) specifically relating to one (1) or more Collaboration Targets, or (y) pertaining to Licensed Compound or Licensed Product or the Exploitation thereof, (iii) the identity of any Collaboration Targets for such R&D Program, (iv) all data, results, reports and other information generated by Septerna under this Agreement pertaining to such Collaboration Targets and excluding, for clarity, any information to the extent pertaining to (A) the Septerna Platform but not (u) specifically relating to one (1) or more Collaboration Targets, or (v) pertaining to Licensed Compound or Licensed Product or the Exploitation thereof, or (B) [***]) or [***] generated under activities to de-select one (1) or [***] or [***] for, or [***]of one (1) or more [***] (including [***]) or [***] with respect to, any Collaboration Target, and (v) the chemical structures of such Licensed Compounds (collectively, “Product Information”) and (y) any other Joint Know-How and the terms of this Agreement will be deemed the Confidential Information of both Parties (and each Party will be deemed the Disclosing Party and the Receiving Party with respect thereto).

13.2 Exceptions. Notwithstanding the foregoing, Confidential Information will not include any information to the extent the Receiving Party can demonstrate by competent written evidence that such information:

13.2.1 was known to, or was otherwise in the possession of, the Receiving Party or its Affiliates prior to the time of disclosure by the Disclosing Party under this Agreement; provided that the foregoing exception will not apply (a) with respect to Septerna, to Product Information prior to termination (but not expiration) of this Agreement or (b) with respect to either Party, Joint Know-How;

13.2.2 is (at the time of disclosure) or becomes (after the time of disclosure) known to the public or part of the public domain through no breach of this Agreement by the Receiving Party or any of its Affiliates;

13.2.3 is disclosed to the Receiving Party or its Affiliate by a Third Party on a non-confidential basis that has a legal right to make such disclosure without breaching any confidentiality or non-use obligation with respect to such information; or

13.2.4 is independently developed by or on behalf of the Receiving Party or its Affiliates without the use of or reference to the Confidential Information disclosed by the Disclosing Party or its Affiliates under this Agreement; provided that the foregoing exception will not apply (a) with respect to Septerna, to Product Information prior to termination (but not expiration) of this Agreement or (b) with respect to either Party, Joint Know-How.

Specific aspects or details of Confidential Information will not be deemed to be within the public domain or in the possession of the Receiving Party merely because the Confidential Information is embraced by more general information in the public domain or in the possession of the Receiving Party. Further, any combination of Confidential Information will not be considered in the public domain or in the possession of the Receiving Party merely because individual elements of such Confidential Information are in the public domain or in the possession of the Receiving Party unless the combination and its principles are in the public domain or in the possession of the Receiving Party.

13.3 Authorized Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party solely to the extent the Receiving Party deems such disclosure reasonably necessary in the following instances:

13.3.1 to a Governmental Authority or other Regulatory Authority in order to file, prosecute, defend or enforce Patent Rights (or register license rights thereunder) as permitted by this Agreement, and, except with respect to Novo Nordisk’s activities under and as permitted by Article 10 with respect to Product Patents and [***] after consultation with and approval by the Disclosing Party (except that with respect to Septerna’s activities under and as permitted by Section 10.3.1 (Patent Prosecution and Maintenance) to the extent reasonably necessary to comply with applicable patent laws or rules of the applicable patent offices, such approval not to be unreasonably withheld, conditioned or delayed); 13.3.2 in the case of Novo Nordisk as the Receiving Party, to a Governmental Authority or other Regulatory Authority as reasonably required in generating Regulatory Documentation and obtaining Regulatory Approvals;

13.3.3 in the case of Novo Nordisk as the Receiving Party, initiating, prosecuting or defending litigation, including responding to a subpoena in a Third Party litigation, in connection with the Licensed Products;

13.3.4 to the extent required in connection with complying with Applicable Laws or court or administrative orders, including as may be required in connection with any filings made with, or by the disclosure policies of a major stock exchange, subject in each case to Section 13.4 (Confidential Treatment) and Section 14.1 (Public Announcements);

13.3.5 to such Party’s attorneys, independent accountants or financial advisors for the sole purpose of enabling such attorneys, independent accountants or financial advisors to provide advice to the Receiving Party, on the condition that such attorneys, independent accountants and financial advisors are either bound under professional codes of conduct giving rise to expectations of confidentiality and non-use or under written agreements of confidentiality and non-use, in each case, with obligations substantially as protective as the confidentiality provisions of this Agreement as they apply to the Receiving Party;

13.3.6 to such Party’s actual or prospective bona fide acquirers, underwriters, investors (excluding investors that are, or are an Affiliate of, any biotechnology, pharmaceutical or other similar company), lenders or other financing partners (excluding financing partners that are, or are an Affiliate of, any biotechnology, pharmaceutical or other similar company) of such Party or its Affiliates and their professional advisors to the extent reasonably necessary in connection with their evaluation of such bona fide potential or actual acquisition, underwriting, investment, lending or other financing transactions, and limited to a reasonably redacted version of this Agreement; provided that in any such case, unless such redacted version of the Agreement is publicly available as permitted by this Agreement, the Receiving Party shall permit the Disclosing Party to review and comment upon a redacted version of this Agreement for such purpose at least [***] in advance of its disclosure and shall implement any additional redactions such Disclosing Party reasonably requests; provided, further, that such actual or prospective bona fide acquirers, underwriters, investors, lenders or financing partners are under written agreements of confidentiality and non-use, in each case, with obligations substantially as protective as the confidentiality provisions of this Agreement as they apply to the Receiving Party (but with reasonable and customary period of such confidentiality obligations that is no less than [***] from the date of disclosure);

13.3.7 to such Party’s actual or prospective bona fide collaborators (including investors and financing partners that are, or are an Affiliate of, any biotechnology, pharmaceutical or other similar company) and their professional advisors to the extent reasonably necessary in connection with their evaluation of such bona fide potential or actual collaboration and limited to a redacted version of this Agreement; provided that in any such case, such redacted version will be consistent with the Redacted Agreement under Section 13.4.2, [***], and the Receiving Party shall permit the Disclosing Party to review and comment upon such redacted version of this Agreement for such purpose at least [***] in advance of its disclosure and shall implement any additional redactions such Disclosing Party requests; provided, further, that such actual or prospective bona fide collaborators are under written agreements of confidentiality and non-use, in each case, with obligations substantially as protective as the confidentiality provisions of this Agreement as they apply to the Receiving Party; and 13.3.8 to its and its Affiliates’ employees, sublicensees or prospective sublicensees, or subcontractors or prospective subcontractors, in each case, on a strict “need-to-know” basis in order for the Receiving Party to exercise its rights or fulfill its obligations under this Agreement, each of whom prior to disclosure must be bound by written obligations of confidentiality and restrictions on use of such Confidential Information that are at least as stringent as the obligations applicable to the Receiving Party under this Agreement; provided, however, that: (a) the Receiving Party shall remain responsible for any failure by any Person who receives Confidential Information pursuant to this Section 13.3.8 to treat such Confidential Information as required under this Article 13 and (b) the financial terms of this Agreement shall be redacted from any such disclosure of the terms of this Agreement. If and whenever any Confidential Information is disclosed in accordance with this Section 13.3 (Authorized Disclosure), such disclosure shall not cause any such information to cease to be Confidential Information except to the extent that such disclosure results in a public disclosure of such information (other than by breach of this Agreement). Notwithstanding the foregoing, in the event that a Party is required to make a disclosure of the other Party’s Confidential Information pursuant to this Section 13.3 (Authorized Disclosure), it will use not less than the same efforts to secure confidential treatment of such information when available as it would to protect its own confidential information from disclosure. 13.4 Confidential Treatment. 13.4.1 Notwithstanding any provision to the contrary set forth in this Agreement, if a Party is required to make a disclosure of the other Party’s Confidential Information as described in Section 13.3.4, then it will (a) to the extent not prohibited by Applicable Law or judicial or administrative process, give reasonable advance notice to the other Party of such proposed disclosure and use [***] to quash such order or to obtain a protective order or secure confidential treatment of such information requiring that the Confidential Information and documents that are the subject of such disclosure be held in confidence by the applicable court or Governmental Authority or, if disclosed, be used only for the purposes for which the order was issued or such disclosure was required by law and (b) only disclose that portion of Confidential Information that is legally required or advisable to be disclosed as advised by its legal counsel. In any event, each Party agrees to take reasonable action to avoid any disclosure of Confidential Information of the other Party hereunder. 13.4.2 In addition, the Parties acknowledge that either or both Parties may be obligated to file a copy of this Agreement (or portions of this Agreement or an abstract of the terms of this Agreement) with the United States Securities and Exchange Commission (“SEC”) or other Governmental Authorities. Each Party will be entitled to make such a required filing; provided that it initially files a redacted copy of this Agreement (or portions of this Agreement or an abstract of the terms of this Agreement) and requests confidential treatment of the terms redacted from this Agreement for a reasonable period of time, in each case, as further described in the remainder of

this Section 13.4.2 (“Redacted Agreement”). In the event of any such filing, each Party will (a) permit the other Party to review and comment upon a Redacted Agreement at least [***] in advance of its submission to the SEC or such other Governmental Authorities, (b) cooperate in good faith with and reasonably consider the other Party’s reasonable comments thereon to seek confidential treatment of the terms and conditions of this Agreement that such other Party requests to be kept confidential or otherwise afforded confidential treatment, to the extent consistent with the then-current legal requirements governing redaction of information from material agreements (as determined based on the advice of such Party’s outside counsel) that must be publicly filed in the applicable country, (c) only disclose Confidential Information that counsel reasonably advises is legally required to be disclosed, (d) [***] advise the other Party of any other substantive communications between it or its representatives with such Governmental Authority with respect to such confidential treatment request, (e) upon the written request of the other Party, request an appropriate extension of the term of the confidential treatment period upon the expiration thereof, where available, and (f) if such Governmental Authority requests any changes to the redactions set forth in the Redacted Agreement, use [***] to support the redactions in the Redacted Agreement as originally filed (to the extent consistent with the then-current legal requirements governing redaction of information from material agreements that must be publicly filed) and, to the extent reasonably practicable, before agreeing to any changes to the redactions proposed in the Redacted Agreement, first discuss any changes to the redactions proposed in the Redacted Agreement with the other Party and consider in good faith the other Party’s comments when deciding whether to agree to such changes. Each Party will be responsible for its own legal and other costs and expenses in connection with any such filing, registration or notification.

13.5 Breaches of Confidentiality. The Receiving Party shall [***] notify the Disclosing Party if the Receiving Party becomes aware of any breach of confidence or unauthorized use by any Person to whom the Receiving Party has disclosed any Confidential Information. The Receiving Party shall give the Disclosing Party all reasonable assistance in connection with any action, demand, claim or proceeding that the Disclosing Party may institute against any such Person in respect of such disclosure.13.6 Relationship to Confidentiality Agreement. As of the Execution Date, this Agreement supersedes the [***] (including any and all amendments thereto) (the “Confidentiality Agreement”). All confidential information disclosed or received by the Parties and their Affiliates under such Confidentiality Agreement shall be deemed Confidential Information hereunder and subject to the terms of this Agreement. 13.7 Security. The Receiving Party will make reasonable efforts to ensure that the collection, use, analysis, retention, storage, protection, security, transfer, disclosure, disposal and other processing of the Disclosing Party’s Confidential Information will comply with, and will not violate, any (a) contractual obligation of the Disclosing Party and (b) any Applicable Laws, including those relating to privacy and best practice (based on the size of the Receiving Party and the scope of the disclosure) data security.13.8 Return of Confidential Information. Upon termination of this Agreement, the Receiving Party shall, at the request of, and as directed by, the Disclosing Party, return or destroy Confidential Information of the Disclosing Party (other than Joint Know-How and the terms of this Agreement) in the Receiving Party’s possession, and shall destroy any reports or notes in

Receiving Party’s possession to the extent containing the Disclosing Party’s Confidential Information (other than Joint Know-How and the terms of this Agreement), and any electronic copies of any of the foregoing; provided that (a) if this Agreement is terminated with respect to one (1) or more Licensed Products, R&D Programs or Regions but not in its entirety, the foregoing shall only apply to Confidential Information solely related to any terminated Licensed Products, R&D Programs or Regions, as applicable, (b) the Receiving Party may retain one (1) copy of Confidential Information of the Disclosing Party for archival purposes, and (c) neither Party shall be required to return or destroy copies of the other Party’s Confidential Information stored on automatically created system back-up media.13.9 Residual Knowledge Exception. Notwithstanding any provision of this Agreement to the contrary, each Party may use any Residual Knowledge for any purpose; provided that, for clarity, this right to use Residual Knowledge does not represent (a) a license to any Patent Rights owned or controlled by the other Party or (b) [***]. Any use made by a Party of Residual Knowledge is on an “as is, where is” basis, with all faults and all representations and warranties disclaimed, and used solely at such Party’s sole risk. As used herein, “Residual Knowledge” means Know-How (i) constituting any Confidential Information of a given Party disclosed or made available to the other Party during the R&D Collaboration Term and (ii) that is retained in the unaided memory of any authorized representative of the other Party after having access to such Confidential Information in accordance with this Agreement, whereby an individual’s memory will be considered to be unaided only if the individual has not intentionally memorized the Confidential Information for the sole purpose of retaining and subsequently using or disclosing it. 13.10 Attorney-Client Privilege. Neither Party is waiving, nor will be deemed to have waived or diminished, any of its attorney work product protections, attorney-client privileges or similar protections and privileges recognized under the Applicable Laws of any jurisdiction as a result of disclosing information pursuant to this Agreement, or any confidential treatment of its Confidential Information (including Confidential Information related to pending or threatened litigation) to the Receiving Party, regardless of whether the Disclosing Party has asserted, or is or may be entitled to assert, such privileges and protections. The Parties may become joint defendants in proceedings to which the information covered by such protections and privileges relate and may determine that they share a common legal interest in disclosure between them that is subject to such privileges and protections, and in such an event, may enter into a joint defense agreement setting forth, among other things, the foregoing principles (but for clarity, the Parties are not obligated to do so).14. PUBLICATIONS AND PUBLICITY 14.1 Public Announcements. The Parties will issue a joint press release regarding the signing of this Agreement on a date to be mutually agreed by the Parties in the form attached as Schedule 14.1. Except as set forth in the preceding sentence and as may be expressly permitted under this Article 14, neither Party will make any press release or other public announcement, whether oral or written, disclosing the terms hereof or any of the activities conducted hereunder without the prior written approval of the other Party; provided, however, that neither Party will be prevented from complying with any duty of disclosure that is, in the opinion of the disclosing Party’s counsel, required pursuant to Applicable Laws or the rules of a stock exchange on which the securities of the disclosing Party are listed (or to which an application for listing has been submitted).

In the event a Party is, in the opinion of its counsel, required by Applicable Laws or the rules of a stock exchange on which its securities are listed (or to which an application for listing has been submitted) to make such a public disclosure, such Party shall submit the proposed disclosure in writing to the other Party as far in advance as reasonably practicable (and in no event less than [***] prior to the anticipated date of disclosure) so as to provide a reasonable opportunity to comment thereon; provided that if such required disclosure includes a disclosure of this Agreement, Section 13.4.2 shall govern disclosure of this Agreement. The disclosing Party shall incorporate any reasonable comments received from the other Party with respect to such disclosure. Notwithstanding the foregoing, Novo Nordisk, its Affiliates, and its and their Sublicensees shall have the right to publicly disclose Development and Commercialization information (including with respect to regulatory matters) regarding the Licensed Compounds and Licensed Products in the Territory; provided that (a) such disclosure is subject to the provisions of Article 13 with respect to Septerna’s Confidential Information and (b) Novo Nordisk will not use the name of Septerna (or insignia, or any contraction, abbreviation or adaptation thereof) without Septerna’s prior written permission. In the event that Septerna desires to make a public announcement regarding the achievement of any milestone event under Section 9.2 (Milestone Payments), Septerna will provide Novo Nordisk with no less than [***] advance written notice thereof, [***]. 14.2 Publications Generally. Notwithstanding anything to the contrary in this Agreement, as between the Parties, Novo Nordisk shall have the sole right to publish the results of the R&D Program and any information related to any Licensed Compound or Licensed Product in academic, scientific and medical publications or public presentations; provided that any such publication shall be subject to the prior review of Septerna and shall be provided for such review at least [***] prior to its submission for publication. Septerna will use diligent efforts to complete such review within [***] after its receipt of such publication. Upon Septerna’s written request after such review, Novo Nordisk shall (a) delete from such publication any of Septerna’s Confidential Information; or (b) upon a determination that such publication includes patentable material, delay the submission of such publication or presentation for an additional period of up to [***] in order to allow the appropriate Party to pursue patent protection. 14.3 Use of Name. Except as expressly provided herein, neither Party nor its Affiliates, will mention or otherwise use the name, logo or trademark of the other Party or any of its Affiliates (or any abbreviation or adaption thereof) in any publication, press release, marketing and promotional material or other forms of publicity without the prior written approval of the other Party in each instance. The restrictions imposed by this Section 14.3 (Use of Name) will not prohibit either Party from making any disclosure identifying the other Party that, in the opinion of the disclosing Party’s counsel, is required by Applicable Law; provided that such Party will submit the proposed disclosure identifying the other Party in writing to the other Party as far in advance as reasonably practicable (and in no event less than [***] prior to the anticipated date of disclosure) so as to provide a reasonable opportunity to comment thereon.15. TERM AND TERMINATION15.1 Term. This Agreement shall become effective on the Effective Date and, unless terminated earlier pursuant to Section 15.2 (Termination), shall continue in full force and effect, on a Licensed Product-by-Licensed Product and country-by-country basis, until the expiration of the Royalty Term (or Profit Share Term, if applicable) for such Licensed Product (the “Term”); provided, however, that the provisions of Sections 12.7, 15.2.5 and 16.5 (other than Section 16.5.2 and Section 16.5.3) and Articles 1, 6, 11, 13 (other than Section 13.3.1 and Section 13.3.2), 17, and 18 (other than Section 18.3) shall become binding and effective as of the Execution Date.

Upon expiration (but not earlier termination) of this Agreement with respect to a Licensed Product, all rights and licenses granted to Novo Nordisk hereunder with respect to such Licensed Product shall become fully paid-up, royalty-free, exclusive, perpetual and irrevocable with respect to such Licensed Product.15.2 Termination. 15.2.1 Termination without Cause. Novo Nordisk shall have the right to terminate this Agreement in its entirety, or with respect to an R&D Program, Collaboration Target, Licensed Product or Region, in its sole discretion, at any time and for any or no reason, as follows: (a) prior to [***] of the Effective Date, upon [***] prior written notice to Septerna; or (b) on or after [***] of the Effective Date, upon [***] prior written notice to Septerna. 15.2.2 Termination for Material Breach. Either Party (the “Non-breaching Party”) may terminate this Agreement in its entirety, or with respect to an R&D Program, Collaboration Target, Licensed Product or Region, in the event that the other Party (the “Breaching Party”) has materially breached this Agreement in its entirety or with respect to such R&D Program, Collaboration Target, Licensed Product or Region and such material breach has not been cured within [***] (or [***] with respect to any undisputed payment-related breach) after receipt of written notice of such breach by the Breaching Party from the Non-breaching Party or, if such breach is not reasonably curable within such [***] period (or [***] with respect to any undisputed payment-related breach) but is curable, such longer period as reasonably necessary for the Breaching Party to cure such material breach (the “Cure Period”); provided that: (a) the Breaching Party has initiated and continues to use Commercially Reasonable Efforts to cure such material breach and (b) [***]. The written notice describing the alleged material breach shall provide sufficient detail to put the Breaching Party on notice of such material breach. Except as set forth in the following sentence, any termination of this Agreement pursuant to this Section 15.2.2 (Termination for Material Breach) shall become effective at the end of the Cure Period, unless the Breaching Party has cured any such material breach prior to the expiration of such Cure Period. If the allegedly Breaching Party in good faith disputes such material breach or the failure to cure or remedy such material breach, such Party shall have the right during the Cure Period to bring such dispute in accordance with Section 17.3 (Arbitration), in which case, such termination and the Cure Period shall be tolled during the pendency of such arbitration. Notwithstanding anything to the contrary in the foregoing, if the Breaching Party is Novo Nordisk and the alleged material breach only relates to a particular R&D Program, Collaboration Target, Licensed Product or Region, Septerna shall only have a right to terminate this Agreement with respect to such R&D Program, Collaboration Target, Licensed Product or Region; provided, however, that [***].

15.2.3 Termination for Bankruptcy. Either Party may terminate this Agreement immediately upon written notice to the other Party if, at any time: (a) the other Party files in any court or with any Governmental Authority pursuant to any Applicable Laws a petition in bankruptcy or insolvency or for reorganization, or for an arrangement or appointment of a receiver or trustee of such Party or of substantially all of its assets; (b) the other Party proposes a written agreement of composition or extension of its debts with respect to substantial assets of such Party; (c) the other Party is served with an involuntary petition against it, filed in any insolvency proceeding, and such petition is not dismissed within [***] after the filing thereof; (d) the other Party proposes or is a Party to any dissolution or liquidation; or (e) the other Party makes an assignment for the benefit of its creditors. For purposes of this Section 15.2.3 (Termination for Bankruptcy), references to “the other Party” shall include any controlling Affiliate of such other Party.

15.2.4 Termination for Safety Reasons. Novo Nordisk may terminate this Agreement in its entirety or on an R&D Program-by-R&D Program, Collaboration Target-by-Collaboration Target or Licensed Product-by-Licensed Product basis at any time upon [***] prior written notice to Septerna if senior executives responsible for Novo Nordisk’s pharmacovigilance or clinical science functions determine in good faith that the risk/benefit profile of an R&D Program, Collaboration Target or Licensed Product, as applicable, is such that Development or Commercialization of Licensed Products with respect to such R&D Program, Licensed Products Directed Against such Collaboration Target, or such Licensed Product, respectively, cannot be continued safely, including in connection with (a) the receipt of a material adverse regulatory determination by a Regulatory Authority in a country regarding a Licensed Product (such as a suspension of Regulatory Approval) or (b) the occurrence of serious Adverse Events related to the use of a Licensed Product. In connection with such termination, Novo Nordisk will provide reasonable documentation to Septerna of the rationale for making any such determination.

15.2.5 Termination for Failure or Delay to Obtain Antitrust Clearance. This Agreement shall terminate (a) upon written notice given by [***] if [***] receives a second request for additional information under the HSR Act and [***] delivers such notice of termination within [***] after receipt of such second request or (b) upon written notice given by [***] if the Effective Date has not occurred within [***] after the date on which the last Antitrust Filing is made and [***] delivers notice of termination within [***] after the end of such [***] period. In each case ((a) or (b)), this Agreement shall terminate and become void and of no further effect as of the date of such notice.

15.2.6 Termination for Patent Challenge. Except to the extent that this Section 15.2.6 (Termination for Patent Challenge) is unenforceable under Applicable Laws of the applicable jurisdiction where the applicable Royalty-Bearing Patents are pending or issued, Septerna will have the right to terminate this Agreement in its entirety, upon [***] written notice to Novo Nordisk in the event that Novo Nordisk or any of its Affiliates or its or their Sublicensees (each, a “Patent Challenging Party”) commences or knowingly and voluntarily participates in any proceeding as a party before a Governmental Authority to challenge the validity or enforceability of any Royalty-Bearing Patent (a “Patent Challenge”); provided that:

(a) this Section 15.2.6 (Termination for Patent Challenge) shall not apply to any Patent Challenge that is (i) first made by a Patent Challenging Party as a cross-claim or a counterclaim, including asserting any defense or counterclaim in, or otherwise responding to, a claim of patent infringement under the applicable Royalty-Bearing Patent, (ii) made in ordinary course patent prosecution or maintenance activities to distinguish the inventions claimed in any Patent Right Controlled by Novo Nordisk or its Affiliate from those claimed or disclosed in any Royalty-Bearing Patent or to respond to citation of any Royalty-Bearing Patent by a patent office in a rejection against any Patent Right Controlled by Novo Nordisk or its Affiliate or (iii) in a proceeding involving a Royalty-Bearing Patent that covers another product that Novo Nordisk or its Affiliate or Sublicensee is exploiting outside the scope of this Agreement at the time of such Patent Challenge; (b) Septerna shall not have the right to terminate this Agreement under this Section 15.2.6 (Termination for Patent Challenge) if Novo Nordisk (i) causes the Patent Challenge to be terminated, withdrawn or dismissed (or in the case of ex-parte proceedings, multi-party proceedings or other Patent Challenges in which the Patent Challenging Party does not have the power to unilaterally cause the Patent Challenge to be terminated, withdrawn or dismissed, such Patent Challenging Party withdraws as a party from such Patent Challenge (if the Patent Challenging Party is a party to such Patent Challenge) and ceases actively assisting any other party to such Patent Challenge in connection with such Patent Challenge), or (ii) in the case of a Patent Challenge brought by a Sublicensee, terminates such Sublicensee’s sublicense to the Royalty-Bearing Patents being challenged by the Sublicensee, in each case ((i) and (ii)), within [***] after Septerna’s notice to Novo Nordisk under this Section 15.2.6 (Termination for Patent Challenge), and (c) this Section 15.2.6 (Termination for Patent Challenge) shall not apply to any Patent Challenge that is due to the Patent Challenging Party responding to a court request, subpoena or order, or an administrative agency request or order, or the applicable proceeding is initiated by a patent office and not at the instigation of the Patent Challenging Party. In addition, notwithstanding the foregoing, Septerna shall not have the right to terminate this Agreement pursuant to this Section 15.2.6 (Termination for Patent Challenge) if any Affiliate that first becomes an Affiliate of Novo Nordisk after the Effective Date was undertaking activities in connection with a Patent Challenge prior to such Affiliate first becoming an Affiliate of Novo Nordisk. 16. EFFECTS OF TERMINATION16.1 General. All of the following effects of termination are in addition to the other rights and remedies that may be available to either of the Parties under this Agreement and shall not be construed to limit any such rights or remedies. In the event that this Agreement is not terminated in its entirety, but is rather terminated solely with respect to a particular R&D Program, Collaboration Target, Licensed Product or Region, then, notwithstanding anything to the contrary in this Article 16, the consequences of termination described herein shall only apply to such terminated R&D Program, Collaboration Target, Licensed Product or Region and this Agreement shall otherwise remain in full force and effect with respect to all R&D Programs, Collaboration Targets, Licensed Products and territories other than such terminated Licensed Product, R&D Program or Region, as applicable.

16.2 Effects of Termination Generally. Subject to Section 16.1 (General), upon termination of this Agreement by Novo Nordisk without cause in accordance with Section 15.2.1 (Termination without Cause), Section 15.2.4 (Termination for Safety Reasons) or due to Septerna’s material breach in accordance with Section ‎15.2.2 (Termination for Material Breach) or Septerna’s bankruptcy in accordance with Section ‎15.2.3 (Termination for Bankruptcy), or upon termination of this Agreement by Septerna due to Novo Nordisk’s material breach in accordance with Section ‎15.2.2 (Termination for Material Breach), Novo Nordisk’s bankruptcy in accordance with Section ‎15.2.3 (Termination for Bankruptcy) or due to a Patent Challenge in accordance with Section 15.2.6 (Termination for Patent Challenge), the following provisions shall apply:

16.2.1 the licenses and rights granted by Septerna to Novo Nordisk under Section 8.2.1(a) and Section 8.2.2 shall automatically terminate; provided, however, that (a) if this Agreement is terminated with respect to [***] Regions but not the entire Territory, the rights and licenses granted to Novo Nordisk under Section 8.2.1(a) and Section 8.2.2 shall not terminate but Section 8.2.2 shall automatically be deemed to be amended with respect to the Terminated Region(s) to be non-exclusive and only to include the right to Develop (other than clinically Develop, except with respect to any Clinical Trials being conducted by Novo Nordisk or its Affiliates as of the effective date of termination to the extent they cannot be terminated in a manner consistent with Applicable Law and standards of ethical conduct) and Manufacture Licensed Compounds and Licensed Products in the Terminated Region(s) solely for the purposes of supporting Regulatory Approval or Commercialization of the Licensed Products in the surviving countries in the Territory; and (b) Novo Nordisk shall have the right to sell off any remaining inventory of all Licensed Products that exists as of the date of such termination, and the proceeds of such sales of such Licensed Products shall remain subject to the applicable provisions of Article 9 hereunder; provided, further, that such licenses and rights will continue as necessary for Novo Nordisk to complete the orderly wind-down of its activities under this Agreement in accordance with Applicable Law;

16.2.2 Septerna shall submit a final invoice for all Septerna Research Costs incurred up to the effective date of termination (but not including any amounts incurred after or extending past the effective date of termination, whether non-cancelable commitments or otherwise, except as set forth in the below proviso), and Novo Nordisk shall pay any such undisputed invoice within [***] after receipt thereof; provided that in the event of any termination by Novo Nordisk of this Agreement under Section 15.2.1(a) (Termination without Cause), Novo Nordisk shall additionally reimburse any non-cancelable commitments comprising Septerna Research Costs incurred in accordance with the applicable R&D Plan during the Term;

16.2.3 each Party shall be relieved of all its future obligations under the Agreement, except as explicitly stated otherwise in this Section 16.2 (Effects of Termination Generally), Section 16.3 (Additional Effects of Certain Terminations), if applicable, and Section 16.5 (Survival);

16.2.4 the Parties shall cease all activities under this Agreement as soon as reasonably practicable (including activities under the R&D Program(s) and the Development and Commercialization of any Licensed Compounds and Licensed Products); provided that such activities will continue as necessary for the Parties to complete the orderly wind-down of their activities under this Agreement in accordance with Applicable Law; 16.2.5 the JSC shall coordinate the wind-down of each Party’s efforts under this Agreement and then shall be dissolved (and any subcommittees thereof shall be dissolved), and the JPSC (if applicable) shall be dissolved; 16.2.6 the Parties shall retain their ownership interests in the applicable Patent Rights and Know-How (in accordance with Article 10) without any restrictions on the practice and exploitation of such Patent Rights and Know-How subject to the license granted by Novo Nordisk to Septerna pursuant to Section 16.3.2, if applicable; 16.2.7 Section 13.8 (Return of Confidential Information) shall apply to the Parties’ Confidential Information; and 16.2.8 if this Agreement is terminated with respect to [***] Regions but not the entire Territory, each Party shall not, and shall cause its Affiliates and any of its and their licensees, sublicensees or distributors not to, distribute, market, promote, offer for sale or sell the terminated Licensed Products directly or indirectly (a) to any Person for use in the other Party’s territory (i.e., with respect to Septerna, the surviving countries in the Territory and with respect to Novo Nordisk, the Terminated Region(s)) or (b) to any Person in the other Party’s territory that such Party or any of its Affiliates knows is likely to distribute, market, promote, offer for sale or sell any Licensed Product for use in the other Party’s territory or assist another Person to do so. If a Party or any of its Affiliates receives or becomes aware of the receipt by a licensee, sublicensee or distributor of any orders for any Licensed Product for use in the other Party’s territory, it shall use commercially reasonable efforts to ensure that such Person refers such orders to the other Party, to the extent possible and contractually and legally permissible. Each Party shall cause its Affiliates and shall use commercially reasonable efforts to cause its and their licensees, sublicensees and distributors to notify it of any receipt of any orders for any Licensed Product for use in the other Party’s territory and shall upon receipt of such notification notify the other Party accordingly. 16.3 Additional Effects of Certain Terminations. Subject to [***], upon termination of this Agreement [***] the following provisions shall apply: 16.3.1 [***]; 16.3.2 Novo Nordisk shall, upon Septerna’s request made no later than [***] after the effective date of termination, discuss in good faith, for a period of up to [***] from such notice by Septerna (unless extended by mutual agreement of the Parties), (a) [***], “Reverted Products”, which, for clarity, shall no longer be deemed to be Licensed Products for purposes of this Agreement), and (b) [***]; provided [***]. 16.4 Alternative Remedies in Lieu of Termination. In the event that Novo Nordisk has the right to terminate this Agreement pursuant to Section 15.2.2 (Termination for Material Breach) (and for clarity, subject to dispute resolution in accordance with Section 17.3 (Arbitration), as provided in Section 15.2.2 (Termination for Material Breach)) for Septerna’s uncured material breach, Novo Nordisk may elect, in lieu of such termination or seeking other financial remedy for such uncured material breach, to maintain this Agreement in effect on written notice to Septerna and the following shall apply:

16.4.1 the licenses and rights granted by Septerna to Novo Nordisk under Section 8.2 (Licenses to Novo Nordisk) shall [***];

16.4.2 with respect to any R&D Program for which Septerna has not fulfilled and completed its obligations in Section 2.7 (Technology Transfer) or Section 3.4 (Manufacturing Technology and Material Transfer), Section 2.7 (Technology Transfer) and Section 3.4 (Manufacturing Technology and Material Transfer) shall apply to such R&D Program as of the effective date of termination;

16.4.3 notwithstanding anything to the contrary under Section 3.6 (Septerna Profit Share Option), (a) Septerna will [***] and (b) if there is an active Profit Share Product at the time of such notice, the Profit Share Agreement shall automatically terminate as of the date of such notice, and the Profit Share Term shall end on the date of such notice. For clarity, such Profit Share Product shall thereafter be a Financial Product;

16.4.4 Novo Nordisk shall continue to pay Septerna upon achievement of a milestone event pursuant to Section 9.2.1 (Collaboration Target Milestones), Section 9.2.2 (Research and Development Milestones) and Section 9.2.3 (Commercial Milestones) and Royalty Payments pursuant to Section 9.3 (Royalty Rate) but, in each case, at a [***] reduction, with any applicable payment step-downs set forth in Section 9.5 (Payment Step-Downs) to be additionally applied against such reduced amounts;

16.4.5 the JSC (and any subcommittees thereof) and JPSC (if applicable) shall be dissolved;

16.4.6 Novo Nordisk’s diligence obligations pursuant to Section 3.1 (Development by Novo Nordisk) and Section 3.2 (Commercialization by Novo Nordisk) shall all terminate;

16.4.7 Septerna shall, at the request of and as directed by Novo Nordisk, return or destroy any Confidential Information of Novo Nordisk and any other information and data related to the Development, Commercialization or Exploitation of any Licensed Compound or Licensed Product in Septerna’s possession and all copies thereof; provided, however, that Septerna may keep one (1) copy of Novo Nordisk’s Confidential Information in its confidential files for recordkeeping purposes and such copy shall remain subject to Article 13 of this Agreement; and

16.4.8 all other provisions of this Agreement shall remain in full force and effect without change.

Notwithstanding anything to the contrary in the foregoing, if (a) the alleged uncured material breach by Septerna only relates to a particular R&D Program, Collaboration Target or Licensed Product and (b) subject to dispute resolution in accordance with Section 17.3 (Arbitration), as provided in Section 15.2.2 (Termination for Material Breach), Novo Nordisk has the right to terminate this Agreement pursuant to Section 15.2.2 (Termination for Material Breach), then, Novo Nordisk shall have the right to elect to invoke this Section 16.4 (Alternative Remedies in Lieu of Termination) only with respect to such R&D Program, Collaboration Target or Licensed Product, as applicable.

16.5 Survival. Termination or expiration of this Agreement shall not relieve Novo Nordisk or Septerna of any obligation accruing prior to such termination or expiration, nor affect in any way the survival of any other right, duty or obligation of Novo Nordisk or Septerna that is expressly stated elsewhere in this Agreement to survive such termination; provided that in no event shall Septerna accrue any rights to, and Novo Nordisk shall have no obligation to make, any milestone payment under Section 9.2 (Milestone Payments) based on any milestone event with respect to a Licensed Product that occurs on or after the date of delivery of any termination notice with respect to such Licensed Product (or the R&D Program for such Licensed Product) in accordance with Section 15.2 (Termination). Without limiting the foregoing and except as expressly set forth otherwise in this Agreement:

16.5.1 [***]; and

16.5.2 [***].

All other rights and obligations will terminate upon termination or expiration of this Agreement. If this Agreement is terminated with respect to one (1) or more Licensed Products, R&D Programs or Regions but not in its entirety, then following such termination, the foregoing provisions of this Agreement shall remain in effect with respect to the terminated Licensed Product(s), R&D Programs or Regions (to the extent they would survive and apply in the event this Agreement is terminated in its entirety or as otherwise necessary for any of Novo Nordisk and its Affiliates and its and their Sublicensees to exercise their rights for the other Licensed Products, R&D Programs and Regions) and all provisions not surviving in accordance with the foregoing shall terminate upon termination of this Agreement and be of no further force and effect with respect to the terminated Licensed Product(s), R&D Programs and Regions (and for the avoidance of doubt all provisions of this Agreement shall remain in effect with respect to all non-terminated Licensed Products, R&D Programs and Regions).

16.6 Remedies. Termination of this Agreement is not the sole remedy under this Agreement and, whether or not termination is effected, all other remedies will remain available (except as Novo Nordisk and Septerna have expressly agreed to otherwise herein) and such termination shall not preclude Novo Nordisk or Septerna from claiming any other damages, compensation or relief that it may be entitled to upon such termination.16.7 Bankruptcy Code. All rights and licenses granted under or pursuant to this Agreement are, and shall otherwise be deemed to be, for purposes of Section 365(n) of Title 11 of the U.S. Code and other similar laws in any jurisdiction outside the U.S. (collectively, the “Bankruptcy Laws”), licenses of rights to “intellectual property” as defined under the Bankruptcy Laws. If a case is commenced during the Term by or against a Party under Bankruptcy Laws then, unless and until this Agreement is rejected as provided pursuant to such Bankruptcy Laws, such Party (in any capacity, including debtor-in-possession) and its successors and assigns (including a Title 11 trustee) shall perform all of the obligations in this Agreement intended to be performed by such Party. If a case is commenced during the Term by or against a Party under the Bankruptcy Laws, this Agreement is rejected as provided for under the Bankruptcy Laws, and the non-bankrupt Party elects to retain its rights hereunder as provided for under the Bankruptcy Laws, then the Party subject to such case under the Bankruptcy Laws (in any capacity, including debtor-in-possession) and its successors and assigns (including a Title 11 trustee), shall provide to the

non-bankrupt Party copies of all Patent Rights, Know-How and other information necessary for the non-bankrupt Party to prosecute, maintain and enjoy its rights under the terms of this Agreement. Without limiting the generality of the foregoing, the Parties further agree that (a) Novo Nordisk cannot be compelled to accept a money satisfaction of its interests in the intellectual property licensed pursuant to this Agreement, and that any such sale therefore may not be made to a purchaser “free and clear” of Novo Nordisk’s rights under this Agreement and Section 365(n) without the express, contemporaneous consent of Novo Nordisk, (b) in the event of an insolvency event by or against Septerna under the Bankruptcy Laws, Novo Nordisk may be entitled to a complete duplicate of (or complete access to, as appropriate) any such intellectual property and all embodiments of such intellectual property (including (i) copies of research data; (ii) laboratory samples; (iii) product samples and inventory; (iv) formulas; (v) laboratory notes and notebooks; (vi) data and results related to Clinical Trials; (vii) Regulatory Documentation (including Regulatory Approvals); (viii) rights of reference in respect of Regulatory Documentation (including Regulatory Approvals); (ix) pre-clinical research data and results; (x) tangible Know-How (including Septerna Know-How and Joint Know-How); and (xi) marketing, advertising and promotional materials that relate to such intellectual property), and the same, if not already in its possession, will be promptly delivered to it upon Novo Nordisk’s request, and (c) whenever Septerna or any of it successors or assigns provides to Novo Nordisk any of the intellectual property licensed hereunder (or any embodiment thereof) pursuant to this Section 16.7 (Bankruptcy Code), Novo Nordisk shall have the right to perform Septerna’s obligations hereunder with respect to such intellectual property, but neither such provision nor such performance by Novo Nordisk shall release Septerna from liability resulting from rejection of the license or the failure to perform such obligations. All rights, powers and remedies of the non-bankrupt Party as provided herein are in addition to and not in substitution for any and all other rights, powers and remedies now or hereafter existing at law or in equity (including the Bankruptcy Laws) in the event of the commencement of a case by or against a Party under the Bankruptcy Laws.17. DISPUTE RESOLUTION17.1 Dispute Resolution Mechanism. The Parties agree that, except as set forth in Section 7.14 (JSC Cannot Reach Agreement) and Section 9.13 (Audit Right), the procedures set forth in this Article 17 shall be the exclusive mechanism for resolving any dispute, controversy or claim of any nature between the Parties that may arise from time to time pursuant to this Agreement relating to either Party’s rights or obligations hereunder (each, a “Dispute”, and collectively, the “Disputes”) and which is not resolved through good faith negotiation between the Parties, including through their respective Project Leaders, Alliance Managers or the JSC. For the avoidance of doubt, this Article 17 shall not apply to any decision for which a Party has final decision-making authority as expressly provided under this Agreement.17.2 Resolution by Executive Officers. Except as otherwise provided in this Section 17.2 (Resolution by Executive Officers), in the event of any Dispute, the Parties shall first attempt in good faith to resolve such Dispute by negotiation and consultation between themselves. In the event that such Dispute is not resolved on such an informal basis within [***], either Party may, by written notice to the other Party, refer such Dispute to a senior executive officer with appropriate decision-making authority (or his/her delegate) of each Party and seek resolution by such persons through good faith negotiations for no longer than [***] after such notice is received. Each Party may, in its discretion, thereafter seek resolution of any and all Disputes that remain not resolved pursuant to this Section 17.2 (Resolution by Executive Officers) in accordance with Section 17.3 (Arbitration) below; provided that such Dispute is not an Excluded Claim, which will be resolved in accordance with Section 17.4 (Excluded Claims).17.3 Arbitration.

17.3.1 Any unresolved Dispute that had been subject to, and exhausted the procedures of, Section 17.2 (Resolution by Executive Officers) and that is not an Excluded Claim shall be finally resolved by binding arbitration by the International Chamber of Commerce (“ICC”) administered in accordance with the Rules of ICC in effect on the Execution Date, and applying the substantive law specified in Section 18.11 (Governing Law). Judgment on the arbitration award may be entered in any court having jurisdiction thereof. The obligation to arbitrate under this Section 17.3 (Arbitration) shall extend to any claims by or against the Parties and their respective Affiliates and any agents, principals, officers, directors or employees of either of the Parties or their respective Affiliates. 17.3.2 The Dispute arbitration shall be conducted by [***] experienced in the business of pharmaceuticals. If the issues in dispute involve scientific, technical or commercial matters, the arbitrators chosen hereunder shall engage experts that have educational training or industry experience sufficient to demonstrate a reasonable level of relevant scientific, technical and commercial knowledge, as necessary to resolve such dispute. Within [***] after initiation of arbitration, the Parties shall select the arbitrators. Novo Nordisk, on the one hand, shall select [***] arbitrator and Septerna, on the other hand, shall select [***] arbitrator (or, if either Party fails to make a choice, the ICC shall select [***] arbitrator on behalf of such Party) and the [***] arbitrators selected by the Parties will mutually select a third arbitrator (or, if they fail to make or agree on a choice, the ICC shall select a third arbitrator). In making their Dispute resolution determination, the arbitrators shall not have the authority to modify any term or provision of this Agreement. A majority consensus decision by any [***] of the arbitrators shall be final, conclusive and binding on the Parties. The place of arbitration shall be New York City, New York, United States, and all proceedings and communications shall be in English. 17.3.3 Prior to the arbitrators being selected, either Party, without waiving any remedy under this Agreement, may seek a temporary restraining order or preliminary injunction pursuant to Section 17.5 (Injunctive Relief) prior to final resolution of the Dispute by the arbitrators or other resolution of the controversy between the Parties. Once the arbitrators are in place, either Party may apply to the arbitrators for interim injunctive relief until the arbitration award is rendered or the controversy is otherwise resolved, and either Party may apply to a court of competent jurisdiction to enforce such interim injunctive relief granted by the arbitrators. Any final award by the arbitrators may be entered by either Party in any court having appropriate jurisdiction for a judicial recognition of the decision and applicable orders of enforcement. The arbitrators may render early or summary disposition of some or all Dispute issues, after the Parties have had a reasonable opportunity to make submissions on those issues. The arbitrators shall have no authority to award punitive or any other type of damages not directly measured by a Party’s compensatory damages. 17.3.4 Except to the extent necessary to confirm an award or as may be required by Applicable Law, neither a Party nor an arbitrator may disclose the existence, content or results

of a Dispute arbitration without the prior written consent of both Parties. In no event may a Dispute arbitration be initiated after the date when commencement of a legal or equitable proceeding based on such Dispute’s dispute, controversy or claim would have been barred by the applicable statute of limitations under Applicable Laws.

17.3.5 Notwithstanding Section 15.2.2 (Termination for Material Breach), if a Dispute relates to a material breach by a Party for which the other Party asserts a right to terminate this Agreement pursuant to Section 15.2.2 (Termination for Material Breach), then the arbitrators will be instructed that, if they render an award finding such first Party in material breach, they shall include in such an award an explanation of what specific steps such first Party would be required to follow in order to cure such material breach.

17.4 Excluded Claims. As used in this Article 17, the term “Excluded Claim” means any dispute, controversy or claim that concerns the validity, enforceability, misappropriation or infringement of any Patent Rights, trade secrets, trademark or copyright. Any Excluded Claim may be submitted by either Party to any court of competent jurisdiction for such Excluded Claim.17.5 Injunctive Relief. Notwithstanding anything in this Agreement to the contrary, with respect to any dispute, controversy or claim, a Party may seek a temporary restraining order or a preliminary injunction from any court of competent jurisdiction in order to prevent immediate and irreparable injury, loss or damage on a provisional basis.17.6 Continued Performance. Unless and until this Agreement has terminated in accordance with its terms, except as set forth in the proviso in Section 16.5 (Survival), the Parties shall continue to proceed with and be bound by all rights and obligations hereunder notwithstanding the existence of any Dispute or the pendency of an arbitration process therefor except with respect to such Disputed right or obligation (and any time periods with respect to such Disputed right or obligation will be tolled during the pendency of such Dispute and arbitration process).18. MISCELLANEOUS18.1 Assignment. Neither Party may assign or transfer this Agreement or, subject to Section 18.2 (Designees), any rights or obligations hereunder, either in full or in part, to any Third Party without the prior written consent of the other Party; provided, however, that (a) Novo Nordisk may (i) assign this Agreement in its entirety or any or all of its rights and obligations hereunder in whole or in part to an Affiliate or (ii) assign this Agreement in its entirety, or with respect to one (1) or more Licensed Products, to any Third Party successor in interest to one (1) or more Licensed Products, in each case ((i) and (ii)), without Septerna’s consent and (b) subject to Section 18.3 (Change of Control of Septerna), Septerna may make such an assignment of this Agreement in its entirety to any Third Party successor to Septerna in a Change of Control of Septerna. Any Third Party successor or assignee of rights or obligations permitted hereunder shall, in writing to the other Party, expressly assume performance of such rights or obligations (including those obligations set forth in Article 6, subject to Section 18.3 (Change of Control of Septerna)). Any permitted assignment shall be binding on the successors of the assigning Party. Any assignment or attempted assignment by either Party in violation of the terms of this Section 18.1 (Assignment) shall be null, void and of no legal effect.

18.2 Designees. Each Party may discharge any obligation and exercise any right hereunder through delegation of its obligations or rights to any of its Affiliates or, with respect to Novo Nordisk, its Sublicensees (subject to Section 8.3 (Sublicenses)) or distributors (subject to Section 8.4 (Right to Subcontract)); provided that any such Affiliate is not also an Affiliate of a Third Party. 18.3 Change of Control of Septerna. In the event of a Change of Control of Septerna, Septerna or the Acquirer of Septerna shall provide written notice to Novo Nordisk of such Change of Control within [***] after the earlier of the first public announcement of the execution of any agreement with respect to such Change of Control and the closing date of such Change of Control.

18.3.1 Effects of Change of Control on Profit Share. Notwithstanding anything to the contrary under Section 3.6 (Septerna Profit Share Option), after Septerna undergoes a Change of Control, Septerna (and the Acquirer or the assignee) will [***]. In the event that Septerna undergoes a Change of Control and there is an active Profit Share Product, regardless of whether Novo Nordisk exercises its right to terminate the Profit Share Agreement pursuant to Section 3.6.12 (Termination of Profit Share Term), all information sharing requirements of Novo Nordisk with respect to the Profit Share Product, including in connection with the Profit Share Summary Development Plan and Profit Share Summary Commercialization Plan, shall cease and Novo Nordisk shall no longer have any such informational obligations except, (a) if Novo Nordisk does not exercise its right to terminate the Profit Share Agreement pursuant to Section 3.6.12 (Termination of Profit Share Term), those requirements to report Development Costs and Operating Profits or Losses as set forth in the Profit Share Agreement and (b) if Novo Nordisk exercises its right to terminate the Profit Share Agreement pursuant to Section 3.6.12 (Termination of Profit Share Term), the royalty reporting requirements set forth in Section 9.11 (Royalty and Sales Reports).

18.3.2 Change of Control to Novo Nordisk Competitor. Without limiting Section 18.3.1 (Effects of Change of Control on Profit Share), in the event that the Acquirer is deemed a Novo Nordisk Competitor in Novo Nordisk’s reasonable discretion, Novo Nordisk shall in its sole discretion have the option to, upon written notice to Septerna or the Acquirer:

(a) require that Septerna separate and create a Firewall as provided in Section 6.3.3;

(b) notwithstanding anything to the contrary under this Agreement, terminate its obligations to provide any information or reporting hereunder [***]; provided that Novo Nordisk shall continue to provide reports necessary to verify royalties and any Development Cost and Profit/Loss Split in accordance with Section 9.11 (Royalty and Sales Reports) and the Profit Share Agreement;

(c) disband the JSC (and any subcommittees thereof) and JPSC; provided that the Parties acknowledge and agree that in the event of any such disbanding, the rights and obligations of the Parties set forth in Sections 7.13 (Quorum and Decision Making) and 7.14 (JSC Cannot Reach Agreement) shall remain in effect; and (d) require that any disclosure and other informational sharing obligations pursuant Article 10 shall be made only by and through an external law firm intellectual property counsel representing Septerna or Acquirer.

18.3.3 Post-Change of Control Covenant. From and after any Change of Control of Septerna, Septerna shall not, and shall cause its Affiliates (including its successors, assigns and transferees for the applicable Patent Rights) not to, institute or prosecute any claim, demand, action or other proceeding alleging that the Exploitation of any Licensed Compound or Licensed Product in the Field in the Territory by or on behalf of Novo Nordisk or any of its Affiliates or its or their Sublicensees in accordance with the terms of this Agreement infringes any [***]; provided that the foregoing covenant (a) excludes any [***] to the extent that it Covers (i) any [***] other than the Licensed Compound [***]) and (ii) any proprietary [***] as of the date of such Change of Control, (b) shall not apply to any [***] that [***] and (c) shall not apply with respect to any litigation initiated by the Acquirer against Novo Nordisk or any of its Affiliates or Sublicensee prior to the date of such Change of Control. 18.4 Entire Agreement; Amendments. This Agreement, including the Schedules hereto, and the Profit Share Agreement represents the complete, final and exclusive agreement and all the covenants, promises, agreements, warranties, representations, conditions and understandings between the Parties hereto with respect to the subject matter hereof and supersedes, as of the Effective Date, all prior and contemporaneous agreements and understandings between the Parties with respect to the subject matter hereof, including the Confidentiality Agreement. No subsequent alteration, amendment, change or addition to this Agreement shall be binding upon the Parties unless reduced to writing and signed by an authorized officer of each Party. In the event of any inconsistency between the body of this Agreement and any Schedules to this Agreement or any subsequent agreements ancillary to this Agreement, unless otherwise expressly stated to the contrary in such Schedule or ancillary agreement, the terms contained in this Agreement shall control.18.5 Severability. If any one (1) or more of the provisions of this Agreement is held to be invalid, illegal or unenforceable by any court of competent jurisdiction from which no appeal can be or is taken, (a) the provision shall be considered severed from this Agreement with respect to such jurisdiction, (b) this Agreement shall be construed and enforced as if such invalid, illegal or unenforceable provision(s) had never comprised a part hereof and (c) the Parties shall make a good faith effort to replace any such invalid, illegal or unenforceable provision with a valid, legal and enforceable one such that the objectives contemplated by the Parties when entering this Agreement may be realized thereby (and, to the extent the Parties agree to a replacement provision, the remaining provisions of this Agreement shall remain in full force and effect and shall not be affected by the invalid, illegal or unenforceable provision(s) or by its or their severance herefrom). To the fullest extent permitted by Applicable Law, each Party hereby waives any provision of law that would render any provision hereof invalid, illegal or unenforceable in any respect.18.6 No Waiver and Non-Exclusion of Remedies. The failure of any Party to assert a right hereunder or to insist upon compliance with any term or condition of this Agreement shall not constitute a waiver of that right or excuse a similar subsequent failure to perform any such term or condition by the other Party. No waiver shall be effective unless it has been given in writing and signed by the Party granting such waiver. The rights and remedies provided in this Agreement

100

are cumulative and do not exclude any other right or remedy provided by Applicable Laws or otherwise available, except as expressly provided herein.18.7 Relationship of the Parties. Nothing contained in this Agreement shall be deemed to constitute a partnership, joint venture or legal entity of any type between Septerna and Novo Nordisk, or to constitute one as the agent of the other. Each Party shall act solely as an independent contractor, and nothing in this Agreement shall be construed to give any Party the power or authority to act for, bind or commit the other to any contract, agreement or undertaking with any Third Party.18.8 No Third Party Beneficiary Rights. The Contracts (Rights of Third Parties) Act 1999 shall not apply to this Agreement. The Parties acknowledge and agree that they do not intend, neither by entering into this Agreement nor by performing their respective obligations hereunder, to create or vest to any Third Party any interests or rights (including any Third Party beneficiary rights) with respect to or in connection with any agreement or provision contained herein or contemplated hereby (whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise). All Applicable Laws in any country that may act to create or to vest any rights in favor of any Third Party are excluded to the fullest extent permitted under said Applicable Laws.18.9 Compliance with Law. Each Party shall, and shall cause its Affiliates, sublicensees and Third Party contractors to, perform its obligations under this Agreement in accordance with all Applicable Laws. No Party shall, or shall be required to, undertake any activity under or in connection with this Agreement that violates, or that it believes, in good faith, may violate, any Applicable Laws.18.10 Force Majeure. Each Party will be excused from the performance of its obligations under this Agreement to the extent that such performance is prevented or delayed by Force Majeure so long as the nonperforming Party promptly provides notice of such prevention or delay to the other Party. Such excused performance will be permitted and continued so long as (a) the condition constituting such Force Majeure continues, and (b) the nonperforming Party uses Commercially Reasonable Efforts to remove such condition. “Force Majeure” means any condition beyond the control of a Party, including an act of God, voluntary or involuntary compliance with any regulation, law or order of any government, omissions or delays in acting by any Governmental Authority (including Regulatory Authority), war, civil commotion, labor strike or lock-out, outbreak of a contagious disease, epidemic or pandemic (including SARS-CoV-2, which causes COVID-19), flood, failure or default of public utilities or common carriers, information technology or cybersecurity incident (including any loss, destruction, breach or other unauthorized access, disablement or other compromise of any information technology system or data), or destruction of production facilities or materials by fire, earthquake, storm or like catastrophe. 18.11 Governing Law. Without limiting Section 10.2 (Inventorship), this Agreement and all disputes arising out of or related to this Agreement or any breach hereof shall be governed by and construed under the laws of the State of New York, United States, without giving effect to any choice of law principles that would require the application of the laws of a different jurisdiction.

101

18.12 Notices. All notices and other communications given or made pursuant hereto shall be in writing and shall be deemed to have been duly given on the date delivered, if delivered personally, or on the next Business Day after being sent by reputable international overnight courier (with delivery tracking provided, signature required and delivery prepaid), in each case, to the address specified below (or to such other address(es) for the applicable Party as may be specified by a notice given in accordance with this Section 18.12 (Notice)). For clarity, this Section 18.12 (Notice) is not intended to govern the day-to-day business communications necessary between the Parties in performing their obligations under the terms of this Agreement.

If to Novo Nordisk:

Novo Nordisk A/S

Novo Nordisk Allé 1

Bagsvaerd

Denmark

Attention: External Innovation, Outreach & Alliances

with a copy to:

Novo Nordisk A/S

Novo Nordisk Alle 1

2880 Bagsvaerd

Denmark

Attention: General Counsel

with a copy to:

Covington & Burling LLP

One CityCenter, 850 Tenth Street, NW

Washington, DC 20001-4956

United States

Attention: John Hurvitz

If to Septerna:

Septerna, Inc.

250 East Grand Avenue

South San Francisco, CA 94080

Attention: Gil Labrucherie, Chief Financial Officer

with a copy to:

Goodwin Procter LLP

The New York Times Building 18.13 Further Assurance.

620 Eighth Avenue

New York, NY 10018-1405

Attention: Noelle Dubiansky

102

Each Party shall duly execute and deliver, or cause to be duly executed and delivered, such further instruments and perform and cause to be performed such further actions, including the filing of certain assignments, agreements, documents and instruments and the signing of certain wet-ink signatures as may be required pursuant to Applicable Laws (including for Patent Rights assignments), as may be necessary or as the other Party may reasonably request in connection with this Agreement or to carry out more effectively the provisions and purposes hereof.18.14 Export Control. This Agreement is made subject to any restrictions concerning the export of products or technical information from the United States or other countries that may be imposed on the Parties from time to time. Each Party agrees that it will not export, directly or indirectly, any technical information acquired from the other Party under this Agreement or any products using such technical information to a location or in a manner that at the time of export requires an export license or other governmental approval, without first obtaining the written consent to do so from the appropriate agency or other governmental entity in accordance with Applicable Law.18.15 Binding Effect. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective legal representatives, successors and permitted assigns.18.16 English Language. This Agreement shall be written and executed in and all other communications under or in connection with this Agreement shall be in, the English language. Any translation into any other language shall not be an official version and in the event of any conflict in interpretation between the English version and such translation, the English version shall control.18.17 Construction. Except where the context otherwise requires, wherever used, the singular shall include the plural, the plural shall include the singular, and the use of any gender shall be applicable to all genders and the word “or” is used in the inclusive sense (and/or). Whenever this Agreement refers to a number of days without using a term otherwise defined herein, such number refers to Calendar Days. The captions of this Agreement are for convenience of reference only and in no way define, describe, extend or limit the scope or intent of this Agreement or the intent of any provision contained in this Agreement. The terms “including,” “include,” “includes” or “for example” shall not limit the generality of any description preceding such term and, as used herein, shall have the same meaning as “including, but not limited to,” and/or “including, without limitation”. All references to “will” are interchangeable with the word “shall” and shall be understood to be imperative or mandatory in nature. Unless otherwise specified, (a) references in this Agreement to any Article, Section or Schedule shall mean references to such Article, Section or Schedule of this Agreement, (b) references in any Section to any clause are references to such clause of such Section and (c) references to any agreement, instrument or other document in this Agreement refer to such agreement, instrument or other document as originally executed or, if subsequently amended, replaced or supplemented from time to time, as so amended, replaced or supplemented and in effect at the relevant time of reference thereto. The phrase “non-refundable” shall not prohibit, limit or restrict either Party’s right to obtain damages in connection with a breach of this Agreement. The Parties hereto acknowledge and agree that: (y) each Party and its counsel reviewed and negotiated the terms and provisions of this Agreement and have contributed to its drafting; (y) the rule of construction to the effect that any ambiguities are resolved against the drafting Party shall not be employed in the interpretation of this Agreement; and (z) the terms and provisions of this Agreement shall be construed fairly as to all Parties hereto and not in a favor of or against any Party, regardless of which Party was generally responsible for the preparation of this Agreement.18.18 Expenses.

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Each Party shall pay its own costs, charges and expenses incurred in connection with the negotiation, preparation and execution of this Agreement.18.19 Counterparts. This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one (1) and the same instrument. This Agreement may be executed by .pdf or other electronically transmitted signatures and such signatures shall be deemed to bind each Party hereto as if they were original wet-ink signatures. [Remainder of page left blank intentionally; signature page follows.]

104

IN WITNESS WHEREOF, the Parties intending to be bound have caused this Agreement to be executed by their duly authorized representatives.

SEPTERNA, INC.

By:/s/ Jeffrey Finer

Name: Jeffrey Finer

Title: CEO

NOVO NORDISK A/S

By: /s/ Karsten Munk Knudsen

Name: Karsten Munk Knudsen

Title: EVP & CFO

By: /s/ Marcus Schindler

Name: Marcus Schindler

Title: EVP R&ED and CSO

[Signature Page to Collaboration and License Agreement]

Schedule 1.22

Collaboration Targets

[***]

Schedule 1.29

[***]

Schedule 1.64

[***]

Schedule 1.65

[***]

Schedule 1.112

Program Compounds

[***]

Schedule 1.130

Septerna Patents

[***]

Schedule 2.1

Collaboration Target(s) for R&D Programs

[***]

Schedule 2.3.1

Initial R&D Plan(s)

[***]

Schedule 2.10.2

Use of Human Biosamples and Informed Consent

[***]

Schedule 2.10.3

Novo Nordisk Principles for the Use of Animals

[***]

Schedule 3.6.8

Profit Share Agreement Terms

[***]

Schedule 5.5

Information Security Requirements

[***]

Schedule 8.4

Permitted Subcontractors and Permitted Activities

[***]

Schedule 9.9

Novo Nordisk’s Invoicing Instructions

[***]

Schedule 10.4.4

Patent Expert Dispute Procedures

[***]

Schedule 11.2

Initial Disclosure Schedule

[***]

Schedule 14.1

Press Release

Septerna and Novo Nordisk to collaborate on oral small molecule medicines for obesity and other cardiometabolic diseases

Collaboration combines Novo Nordisk’s scientific leadership in obesity and cardiometabolic diseases with Septerna’s expertise in G protein-coupled receptor (GPCR) drug discovery

Goal is to develop multiple oral small molecule therapies for key GPCR targets, including GLP-1, GIP and glucagon receptors

Septerna is eligible to receive approximately 2.2 billion US dollars, including more than 200 million dollars in upfront and near-term payments

South San Francisco, California, US and Bagsværd, Denmark, 14 May 2025 – Septerna, Inc. (Nasdaq: SEPN) and Novo Nordisk today announced an exclusive global collaboration and license agreement to discover, develop and commercialise oral small molecule medicines for obesity, type 2 diabetes and other cardiometabolic diseases.

The companies will initially commence four development programmes for potential small molecule therapies directed to one or more select G protein-coupled receptor (GPCR) targets, including the GLP-1, GIP and glucagon receptors.

“Novo Nordisk has a rich history of innovation in obesity and diabetes. We are building on our scientific leadership in this space and developing a broad pipeline across various targets and modalities, including peptides and small molecules. Leveraging different modalities creates important optionality in our pipeline in terms of potential targets, dosing regimens and scalability,” said Marcus Schindler, executive vice president and chief scientific officer of Novo Nordisk. “Septerna has demonstrated strong capabilities in GPCR drug discovery, and we are excited about the opportunity to develop oral small molecule medicines directed at multiple targets.”

GPCRs represent the largest and most diverse family of cell membrane receptors, with hundreds of different GPCRs regulating physiological processes in nearly every organ system of the human body. Using its proprietary Native Complex Platform™, Septerna aims to unlock the full potential of GPCR therapies. The company is focused on the discovery and development of a pipeline of oral small molecules for multiple therapeutic areas, initially focused on endocrinology, immunology and inflammation, and metabolic diseases.

“Novo Nordisk has a long-standing track record of bringing transformative therapies to market, particularly in the field of metabolic disease, which makes them the ideal partner to advance a suite of programmes targeting critical GPCRs for treating obesity, type 2 diabetes and other related conditions,” said Jeffrey Finer, M.D., Ph.D., chief executive officer and co-founder of Septerna. “This collaboration provides a significant opportunity to create multiple potentially groundbreaking oral medicines, while also providing Septerna with the operational flexibility and resources to advance our diverse portfolio of other GPCR-targeted programmes.”

Under the terms of the agreement, Septerna is eligible to receive approximately 2.2 billion US dollars from Novo Nordisk across an upfront payment and research, development and commercial milestone payments. This includes more than 200 million dollars in upfront and near-term milestone payments. Septerna is also eligible to receive tiered royalties on global net sales of marketed products. Novo Nordisk will cover all research and development expenses for partnered programs under the collaboration.

The companies will jointly conduct research activities from discovery through development candidate selection. Starting at IND-enabling activities, Novo Nordisk will have sole responsibility for all global development and commercialisation activities. In addition, Septerna has the right to opt in to a worldwide profit share for one program in the collaboration in lieu of future milestones and royalties for that product candidate.

The agreement is subject to customary closing conditions, including the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. Closing is expected to occur in the second quarter of 2025.

About GPCRs and Septerna’s Native Complex Platform

G protein-coupled receptors (GPCRs) represent the largest and most diverse family of cell membrane receptors, with hundreds of different GPCRs regulating physiological processes in nearly every organ system of the human body. They have been the most productive target class in drug discovery history, accounting for approximately one-third of all FDA-approved drugs. However, around 75% of potential GPCR therapeutic targets remain undrugged, representing a substantial untapped opportunity for future drug discovery.

Septerna has developed proprietary technologies to isolate, purify, and reconstitute GPCRs outside of cells into complexes with ligands, transducer proteins, and lipid bilayers which mimic cell membranes. These reconstituted assemblies are called Native Complexes because they replicate the natural structure, function, and dynamics of GPCRs in purified biochemical formats.

The Native Complex Platform™ is powered by a suite of tools and technologies that allow screening of billions of candidate molecules. It is designed to target specific GPCRs, uncover novel binding pockets for validated receptors, and pursue a wide spectrum of pharmacologies, including agonists (which activate GPCR signalling), antagonists (which inhibit GPCR signalling), and allosteric modulators (which either increase or decrease the degree of GPCR activation by endogenous ligands), to affect GPCR signalling in different ways to achieve desired therapeutic effects.

About Septerna

Septerna, Inc. is a biotechnology company pioneering a new era of GPCR drug discovery powered by its proprietary Native Complex Platform™. Its industrial-scale platform aims to unlock the full potential of GPCR therapies and has led to the discovery and development of its deep pipeline of oral small molecule product candidates focused initially on treating patients in three therapeutic areas: endocrinology, immunology and inflammation, and metabolic diseases. Septerna was launched by preeminent drug discovery company builders and scientific leaders in the biochemistry, structural biology, and pharmacology of GPCRs. For more information, please visit www.septerna.com.

About Novo Nordisk

Novo Nordisk is a leading global healthcare company, founded in 1923 and headquartered in Denmark. Our purpose is to drive change to defeat serious chronic diseases, built upon our heritage in diabetes. We do so by pioneering scientific breakthroughs, expanding access to our medicines, and working to prevent and ultimately cure disease. Novo Nordisk employs about 77,400 people in 80 countries and markets its products in around 170 countries. For more information, visit novonordisk.com, Facebook, X, LinkedIn and YouTube.

Contacts for further information


Novo Nordisk Media:
Ambre James-Brown +45 3079 9289 abmo@novonordisk.com	Liz Skrbkova (US) +1 609 917 0632 lzsk@novonordisk.com
Novo Nordisk investors:
Jacob Martin Wiborg Rode +45 3075 5956 jrde@novonordisk.com	Ida Schaap Melvold +45 3077 5649 idmg@novonordisk.com
Sina Meyer +45 3079 6656 azey@novonordisk.com	Max Ung +45 3077 6414 mxun@novonordisk.com
Frederik Taylor Pitter +1 609 613 0568 fptr@novonordisk.com
Septerna Media: Carly Scaduto carly@carlyscadutoconsulting.com

Septerna Investors: Renee Leck renee@thrustsc.com

Schedule 16.3.2

[***]

EX-31.1 3 sepn-ex31_1.htm EX-31.1 EX-31.1

Exhibit 31.1

CERTIFICATION PURSUANT TO

RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934,

AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Jeffrey Finer, certify that:

I have reviewed this Quarterly Report on Form 10-Q of Septerna, Inc.;

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)

(Paragraph omitted pursuant to SEC Release Nos. 33-8238/34-47986 and 33-8392/34-49313);

(c)

Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)

Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.


Date: August 11, 2025	By:	/s/ Jeffrey Finer, M.D., Ph.D.
		Jeffrey Finer, M.D., Ph.D.
		Chief Executive Officer (Principal Executive Officer)

EX-31.2 4 sepn-ex31_2.htm EX-31.2 EX-31.2

Exhibit 31.2

CERTIFICATION PURSUANT TO

RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934,

AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Gil M. Labrucherie, certify that:

I have reviewed this Quarterly Report on Form 10-Q of Septerna, Inc.;

(a)

(b)

(Paragraph omitted pursuant to SEC Release Nos. 33-8238/34-47986 and 33-8392/34-49313);

(c)

(d)

(a)

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.


Date: August 11, 2025	By:	/s/ Gil M. Labrucherie, CFA, J.D.
		Gil M. Labrucherie, CFA, J.D.
		Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

EX-32.1 5 sepn-ex32_1.htm EX-32.1 EX-32.1

Exhibit 32.1

CERTIFICATIONS OF PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Septerna, Inc. (the “Company”) on Form 10-Q for the period ended June 30, 2025 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned officers of the Company hereby certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

(1)

The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2)

The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.


Date: August 11, 2025	By:	/s/ Jeffrey Finer, M.D., Ph.D.
		Jeffrey Finer, M.D., Ph.D.
		Chief Executive Officer (Principal Executive Officer)


Date: August 11, 2025	By:	/s/ Gil M. Labrucherie, CFA, J.D.
		Gil M. Labrucherie, CFA, J.D.
		Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)