TYPE A OUTCOME AND NOVARTIS PARTNERSHIP, page-7

Overview of Collaboration with Novartis for Remestemcel-L
 Worldwide license and collaboration agreement with Novartis for the development, manufacture and
commercialization of remestemcel-L
 Initial focus is on the treatment of ARDS, including that associated with COVID-19, and other
respiratory conditions
 ARDS is an area of significant unmet need, with a high mortality rate despite current standard of care,
which includes prolonged ICU treatment and mechanical ventilation.
 Novartis intends to initiate a Phase 3 study in non-COVID-19-related ARDS after the anticipated
closing of the license agreement and successful completion and outcome of the current COVID-19
ARDS study
 Mesoblast will retain full rights and economics for remestemcel-L for graft versus host disease
(GVHD), and Novartis has an option to, if exercised, become the commercial distributor outside of
Japan
 For most non-respiratory indications, the parties may co-fund development and commercialization on a
50:50 profit-share basis
 Novartis will make a US$50 million upfront payment including US$25 million in equity*
 Mesoblast may receive a total of US$505 million pending achievement of pre-commercialization
milestones for ARDS indications
 Mesoblast may receive additional payments post-commercialization of up to US$750 million based on
achieving certain sales milestones and tiered double-digit royalties on product sales
 From the initiation of a Phase 3 trial in all-cause ARDS, Novartis will fully fund global clinical development
for all-cause ARDS and potentially other respiratory indications
 Mesoblast will be responsible for clinical and commercial manufacturing and Novartis will purchase
commercial product under agreed pricing terms
 Novartis will reimburse Mesoblast up to US$50 million on the achievement of certain milestones related to
the successful implementation of its next-generation manufacturing processes using its proprietary media
and three-dimensional bioreactors aimed at delivering substantial manufacturing efficiencies
 Novartis will be responsible for any capital expenditure required to meet increased capacity requirements
for manufacture of remestemcel-L