Unassociated Document


    Exhibit
      10.5

     

    CONFIDENTIAL
      TREATMENT REQUESTED

    Information
      marked by [***] has been omitted pursuant to a request for


    confidential
      treatment. The omitted portion has been separately filed with


    the
      Securities and Exchange Commission.


     

    EXCLUSIVE
      LICENSE AGREEMENT


     

    This
      Agreement is made and entered into as of the 25th day of October, 2006
      (“Effective Date”), by and between the University of Pittsburgh – Of the
      Commonwealth System of Higher Education, a non-profit corporation organized
      and
      existing under the laws of the Commonwealth of Pennsylvania, with an office
      at
      200 Gardner Steel Conference Center, Thackeray and O’Hara Streets, Pittsburgh,
      Pennsylvania 15260 (“University”), and Arno Therapeutics, Inc., with its
      principal business at 689 Fifth Avenue, 14th Floor, New York, NY 10022
      (“Licensee”). 

     

    WHEREAS,
      University and The University of Kentucky (“Kentucky”) are joint-owners by
      assignment of certain Patent Rights, entitled “Camptothecin Analogs and Methods
      of Preparation Thereof,” developed by Drs. Dennis Curran and others of
      University faculty and Dr. Thomas Burke and others of Kentucky faculty;


     

    WHEREAS,
      University and Kentucky have executed an Inter-Institutional Agreement, dated
      as
      of December 15, 2000, which grants University certain rights with respect to
      the
      licensing of Patent Rights which are jointly owned;

     

    WHEREAS,
      both University and Kentucky desire to have the Patent Rights utilized in the
      public interest;

     

    WHEREAS,
      Licensee has represented to University that Licensee is experienced in the
      development, production, manufacture, marketing and sale of products and/or
      the
      use of similar products to the Licensed Technology and that Licensee shall
      commit itself to a thorough, vigorous and diligent program of exploiting the
      Patent Rights so that public utilization results therefrom; and

     

    WHEREAS,
      Licensee desires to obtain a license under the Patent Rights upon the terms
      and
      conditions hereinafter set forth.

     

    NOW,
      THEREFORE, in consideration of the premises and the mutual covenants contained
      herein, the parties hereto, intending to be legally bound, agree as
      follows:

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      1 – DEFINITIONS

     

    For
      purposes of this Agreement, the following words and phrases shall have the
      following meanings:

     

    
      	
              1.1

            	
              “Affiliate”
                shall mean, (a) with respect to the University, any clinical or research
                entity that is operated or managed as a facility under the UPMC Health
                System, whether or not owned by University, and (b) with respect
                to the
                Licensee, any corporation or non-corporate business entity which
                controls,
                is controlled by, or is under common control with the Licensee. A
                corporation or non-corporate business entity shall be regarded as
                in
                control of another the Licensee if Licensee owns, or directly or
                indirectly controls, at least fifty percent (50%) of the voting stock
                of
                the other corporation, or (i) in the absence of the ownership of
                at least
                fifty percent (50%) of the voting stock of a corporation or (ii)
                in the
                case of a non-corporate business entity, or non-profit corporation,
                if it
                possesses the power to direct or cause the direction of the management
                and
                policies of such corporation or non-corporate business entity, as
                applicable.

            


    

     

    
      	
              1.2

            	
              “Change
                of Control” shall mean a merger, consolidation, acquisition or the
                transfer of all, or substantially all, of the business interests
                of
                Licensee to which this Agreement relates to which Licensee is a party
                where the shareholders of Licensee immediately prior to effective
                date of
                such merger or consolidation beneficially own, immediately following
                the
                effective date of such merger, consolidation, acquisition or other
                transaction, securities representing less than fifty percent (50%)
                of the
                combined voting power of the surviving corporation’s then outstanding
                voting securities.

            


    

     

    
      	
              1.3

            	
              “FDA”
                shall mean the United States Food and Drug Administration or successor
                entity.

            


    

     

    
      	
              1.4

            	
              “Field”
                shall mean all therapeutic uses in humans and animals.
                

            


    

     

    
      	
              1.5

            	
              “First
                Commercial Sale” shall mean the first sale of a Licensed Technology to a
                third party after approval of an NDA for a Licensed Technology by
                the
                FDA.

            


    

     

    
      	
              1.6

            	
              “Licensee”
                shall mean Arno Therapeutics, Inc., a Delaware corporation, and all
                entities at least fifty percent (50%) owned or controlled by such
                company.

            


    

     

    
      	
              1.7

            	
              “Licensed
                Technology” shall mean any product or part thereof or process which
                is:

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (a)

            	
              Covered
                in whole or in part by an issued, unexpired or pending claim contained
                in
                the Patent Rights in the country in which any such product or part
                thereof
                is made, used or sold or in which any such process is used or sold;
                and

            


    

     

    
      	 	
              (b)

            	
              Manufactured
                by using a process or is employed to practice a process which is
                covered
                in whole or in part by an issued, unexpired claim or a pending claim
                contained in the Patent Rights in the country in which any such process
                that is included in Licensed Technology is used or in which such
                product
                or part thereof is used or sold.

            


    

     

    
      	
              1.8

            	
              “NDA”
                shall mean a New Drug Application filed in the United States with
                the
                FDA.

            


    

     

    
      	
              1.9

            	
              “Net
                Sales” shall mean the
                total invoice price for sales of a Licensed Product by
                or on behalf of the Licensee, its Affiliates, and/or their sublicensees,
                and gross receipts from leasing, renting, or otherwise making a Licensed
                Product available to others for profit without sale or other dispositions,
                whether invoiced or not, less the
                following:

            


    

     

    (a)
      discounts, returns and allowances actually granted to customers; 

     

    (b)
      commissions actually paid to third-party distributors and other third-party
      sales agencies;

     

    (c)
      sales, tariff duties and/or use taxes directly imposed and with reference to
      particular sales (but excluding any income taxes paid by Licensee);


     

    (d)
      outbound transportation prepaid or allowed; and 

     

    (e)
      transportation insurance separately stated on the invoice.

     

    
      	
              1.10

            	
              “Non-Commercial
                Education and Research Purposes” shall mean use of Patent Rights
                (including distribution of biological materials covered by the Patent
                Rights) for academic research or other not-for-profit scholarly purposes
                which are undertaken at a nonprofit or governmental institution that
                does
                not use the Patent Rights in the production or manufacture of products
                for
                sale or the performance of services for a fee or is under any obligation
                to use the Patent Rights in connection with or on behalf of a for-profit
                entity. University shall include Licensee as an indemnified party
                in any
                Material Transfer Agreement that distributes materials covered by
                the
                Patent Rights.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              1.11

            	
              “Non-Royalty
                Sublicense Income” shall mean execution fees, maintenance fees, milestone
                fees and all other non-royalty payments received by Licensee from
                its
                sublicensees pursuant to any sublicense granted pursuant to Section
                2.3
                hereunder.

            


    

     

    
      	
              1.12

            	
              “Patent
                Rights” shall mean University intellectual property described below and
                assigned to the University:

            


    

     

    
      	 	
              (a)

            	
              The
                United States and foreign patents and/or patent applications listed
                in
                Exhibit A including any and all direct and indirect divisions,
                continuations and continuations-in-part of said patents and/or
                application, and any and all Letters Patent in the United States
                and all foreign countries which may be granted therefor and thereon,
                and
                reissues, reexaminations and extensions of said Letters Patent, and
                all
                rights under the International Convention for the Protection of Industrial
                Property including all rights of
                priority;

            


    

     

    
      	 	
              (b)

            	
              United
                States and foreign patents issued from the applications listed in
                Exhibit
                A and from divisionals and continuations and continuations in part
                of
                these applications; and

            


    

     

    
      	 	
              (c)

            	
              Claims
                of U.S. and foreign continuation in part and divisional applications,
                and
                of the resulting patents, which are directed to subject matter
                specifically described in the U.S. and foreign applications listed
                in
                Exhibit A.

            


    

     

    
      	
              1.13

            	
              “Territory”
                shall mean worldwide.

            


    

     

    ARTICLE
      2 - GRANT

     

    
      	
              2.1

            	
              Subject
                to the terms and conditions of this Agreement, University hereby
                grants to
                Licensee, to the extent it may lawfully do so, the right and exclusive
                license in the Territory to make, have made, use, import, and sell
                the
                Licensed Technology in the Field and to practice under the Patent
                Rights
                in the Field to the end of the term for which the Patent Rights are
                granted, unless this Agreement is terminated sooner as provided herein.
                University reserves the royalty-free, nonexclusive right to practice
                under
                the Patent Rights and to use the Licensed Technology for Non-Commercial
                Education and Research Purposes. 

            


    

     

    
      	
              2.2

            	
              The
                license granted hereby is subject to the rights of the United States
                government, if any, as set forth in 35 U.S.C. §200, et seq. Pursuant to
                this law, the United States government may have acquired a nonexclusive,
                nontransferable, paid up license to practice or have practiced for
                or on
                behalf of the United States the inventions described in the Patent
                Rights
                throughout the world. Pursuant to 35 U.S.C. §200, et seq. Licensed
                Technology produced
                for sale in the United States shall be substantially manufactured
                in the
                United States (unless a waiver under 35 U.S.C. §204 is granted by the
                appropriate United States government
                agencies).

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              2.3

            	
              Licensee
                shall have the right to enter into sublicensing arrangements for
                the
                rights, privileges and licenses granted hereunder upon prior written
                approval of each sublicensee by University, which approval shall
                not be
                unreasonably withheld. Additionally, sublicensees shall not have
                rights to
                sublicense, without prior written approval of the University. Licensee
                will notify the University of such sublicense agreement within ten
                (10)
                days following execution of such sublicense. Such sublicense agreements
                shall include a royalty rate upon sublicense Net Sales in an amount
                at
                least equal to the rate set forth in Section 4.l(c). Provided that
                a
                sublicensee agrees to assume all of the obligations of the Licensee
                under
                this Agreement, such sublicense shall survive the termination of
                this
                Agreement.

            


    

     

    
      	
              2.4

            	
              Licensee
                agrees that any sublicense granted by it shall provide that the
                obligations to University of Articles 2, 7, 8, 9, 10, and 13 of this
                Agreement shall be binding upon the sublicensee as if it were party
                to
                this Agreement. Each sublicense granted by Licensee pursuant to this
                Agreement shall include an audit right by University of sublicensee
                of the
                same scope as provided in Section 5.2 with respect to
                Licensee.

            


    

     

    
      	
              2.5

            	
              Licensee
                agrees to forward to University a copy of any and all sublicense
                agreements promptly upon execution thereof, but in no event later
                than
                thirty (30) days after each such sublicense agreement has been executed
                by
                both parties thereto.

            


    

     

    
      	
              2.6

            	
              The
                license granted hereunder shall not be construed to confer any rights
                upon
                Licensee by implication, estoppel or otherwise as to any intellectual
                property not specifically set forth in Exhibit A
                hereof.

            


    

     

    ARTICLE
      3 – DUE DILIGENCE

     

    
      	
              3.1

            	
              Licensee
                shall use its best efforts to bring the Licensed Technology to market
                as
                soon as practicable, consistent with sound and reasonable business
                practice and judgment, and to continue active, diligent marketing
                efforts
                for the Licensed Technology throughout the term of this Agreement.
                

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              3.2

            	
              Licensee
                shall recruit a management team of experienced professionals to lead
                product development within twelve (12) months of the Effective Date
                of
                this Agreement. Thereafter, Licensee, its Sublicensee, or their
                Affiliates, shall demonstrate ongoing engagement of clinical development
                for Licensed Products by conducting at least one of the following
                activities within each yearly anniversary of the Effective
                Date:

            


    

     

    
      	 	
              (a)

            	
              Expending
                at least [***] dollars ($[***]) per year for the for development
                of
                Licensed Products until the approval of an NDA of a Licensed
                Product;

            


    

     

    
      	 	
              (b)

            	
              Manufacturing
                or having manufactured Licensed Products for clinical trials under
                an
                approved IND;

            


    

     

    
      	 	
              (c)

            	
              Enrolling
                at least one patient, or being actively engaged in a Phase I Clinical
                Trial;

            


    

     

    
      	 	
              (d)

            	
              Enrolling
                at least one patient, or being actively engaged in a Phase II Clinical
                Trial or the material preparation for a Phase II Clinical
                Trial;

            


    

     

    
      	 	
              (e)

            	
              Enrolling
                at least one patient, or being actively engaged in a Phase III Clinical
                Trial or the material preparation for a Phase III Clinical
                Trial;

            


    

     

    
      	 	
              (f)

            	
              Submitting
                an NDA filing for a Licensed
                Product;

            


    

     

    
      	 	
              (g)

            	
              Following
                the submission of an NDA, actively pursuing NDA approval for a Licensed
                Product; or

            


    

     

    
      	 	
              (h)

            	
              Following
                NDA approval of a Licensed Product, launching, marketing or selling
                a
                Licensed Product; and

            


    

     

    
      	 	
              (i)

            	
              Following
                first commercial sale of a Licensed Product, actively maintaining
                marketing and selling efforts of Licensed
                Products.

            


    

     

    
      	
              3.3

            	
              Licensee’s
                failure to perform in Sections 3.1 and 3.2 hereof shall be considered
                a
                material breach of Agreement the License and grounds for University
                to
                terminate this Agreement pursuant to Section 11.1(a) unless such
                failure
                is through no fault of the Licensee, including without limitation:
                a
                change in regulatory guidelines, opinions or standards; the introduction
                of a new standard of care during the development of Licensed
                Products.

            


    

     

    ARTICLE
      4 – LICENSE CONSIDERATION

     

    
      	
              4.1

            	
              In
                consideration of the rights, privileges and license granted by University
                hereunder, Licensee shall pay royalties and other monetary consideration
                as follows:

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (a)

            	
              Initial
                license fee, nonrefundable and noncreditable against royalties,
                of three hundred fifty thousand dollars ($350,000) due within
                fifteen (15) days of the date of University’s invoice therefor;
                

            


    

     

    
      	 	
              (b)

            	
              One
                million Five Hundred Thousand dollars ($1,500,000)upon the acceptance
                by the FDA of the first New Drug Application (“NDA”) for a Licensed
                Technology;

            


    

     

    
      	 	
              (c)

            	
              Two million
                Five Hundred Thousand dollars ($2,500,000) upon the approval by the
                FDA of
                the first NDA for a Licensed
                Technology;

            


    

     

    
      	 	
              (d)

            	
              Annual
                maintenance fees, non-refundable and non-creditable against royalties,
                as
                follows:

            


    

     

    
      	 	
              (i)

            	
              [***]
                dollars ($[***]) on the first and second anniversary of the Effective
                Date
                of the Agreement;

               

            


    

    
      	 	
              (ii)

            	
              [***]
                dollars ($[***]) on the third and fourth anniversary of the Effective
                Date
                of the Agreement;

               

            


    

    
      	 	
              (iii)

            	
              [***]
                dollars ($[***]) on the fifth and sixth anniversary of the Effective
                Date
                of the Agreement; and

               

            


    

    
      	 	
              (iv)

            	
              [***]
                dollars ($[***]) on the seventh anniversary of the Effective Date
                of the
                Agreement and each anniversary thereafter.

               

            


    

    
      	 	
              (e)

            	
              Royalties
                in an amount equal to [***] percent ([***]%) of Net Sales of the
                Licensed
                Technology per calendar quarter; 

            


    

     

    
      	 	
              (f)

            	
              Following
                the year in which Licensee makes its First Commercial Sale, Minimum
                royalty in the amount of [***] dollars ($[***]) per calendar year
                if such
                minimum royalty is greater than the aggregate annual royalty computed
                in
                accordance with Section 4.1(c) above;
                and

            


    

     

    
      	 	
              (g)

            	
              A
                share of Non-Royalty Sublicense Income as
                follows:

            


    

     

    
      	 	
              (i)

            	
              [***]
                percent ([***]%) of the Non-Royalty Sublicense Income for sublicenses
                executed before the third anniversary of the Effective Date of this
                Agreement;

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (ii)

            	
              [***]
                percent ([***]%) of the Non-Royalty Sublicense Income for sublicenses
                executed after the third anniversary of the Effective Date of this
                Agreement;

            


    

     

    
      	
              4.2

            	
              All
                payments pursuant to this Agreement may be made by check or by wire
                transfer (along with applicable wire transfer fees) in United States
                dollars without deduction or exchange, collection or other charges
                and
                directed to the address or, in the case of wire transfer, to the
                bank, set
                forth in Article 11. Annual maintenance payments pursuant to Section
                4.1(b) hereof shall be paid on the anniversary of the Effective Date
                of
                the calendar year in which they are due. Royalty payments pursuant
                to
                Section 4.1(c) hereof shall be due within thirty (30) days after
                each
                March 31, June 30, September 30 and December 31. Minimum annual
                royalties pursuant to Section 4.1(d) shall be paid by December 15
                of the
                calendar year in which they are due. Non-Royalty Sublicense Income
                payments pursuant to Section 4.1(e) hereof shall by paid within thirty
                (30) days after receipt of payment by Licensee from
                sublicense.

            


    

     

    
      	
              4.3

            	
              Payments
                pursuant to this Agreement, including those specified in Section
                6.2,
                which are overdue shall bear interest calculated from the due date
                until
                payment is received at the rate of [***] percent ([***]%) per annum,
                or
                the prime rate (as quoted by The Wall Street Journal) plus [***]
                percent
                ([***]%), whichever is higher. Payment of such interest by Licensee
                shall
                not negate or waive the right of University to seek any other remedy,
                legal or equitable, to which it may be entitled because of the delinquency
                of any payment, including, but not limited to, termination of this
                Agreement as set forth in Article 10.


            


    

     

    
      	
              4.4

            	
              Licensee
                shall sell products and/or processes resulting from Licensed Technology
                to
                University and its Affiliates upon request at such price(s) and on
                such
                terms and conditions as such products and/or processes are made available
                to Licensee’s most favored
                customer.

            


    

     

    ARTICLE
      5 – REPORTS

     

    
      	
              5.1

            	
              Within
                thirty (30) days after each March 31, June 30, September 30 and December
                31 of each year during the term of this Agreement beginning in the
                year of
                the first commercial sale of Licensed Technology, Licensee shall
                deliver
                to University true, accurate and detailed reports of the following
                information in a form acceptable to
                University:

            


    

     

    
      	 	
              (a)

            	
              Number
                of Licensed Technology products manufactured and sold by Licensee
                and all
                sublicensees;

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (b)

            	
              Total
                billings for all such products;

            


    

     

    
      	 	
              (c)

            	
              Accounting
                for all Licensed Technology processes used or sold by Licensee and
                all
                sublicensees;

            


    

     

    
      	 	
              (d)

            	
              Deductions
                set forth in Section 1.5;

            


    

     

    
      	 	
              (e)

            	
              Total
                royalties due;

            


    

     

    
      	 	
              (f)

            	
              Name
                and addresses of sublicensees; and

            


    

     

    
      	 	
              (g)

            	
              Total
                Non-Royalty Sublicense Income received during such calendar quarter
                and
                total amount of payment due pursuant to Section 4.1(e).
                

            


    

     

    
      	
              5.2

            	
              Licensee
                shall keep full, true and accurate books of account, in accordance
                with
                generally accepted accounting principles, containing all information
                that
                may be necessary for the purpose of showing the amounts payable to
                University hereunder. Such books of account shall be kept at Licensee’s
                principal place of business. Such books and the supporting data related
                thereto shall be open at all reasonable times for three (3) years
                following the end of the calendar year to which they pertain to the
                inspection of University or its agents for the purpose of verifying
                Licensee’s royalty statement or compliance in other respects with this
                Agreement. The fees and expenses of University’s representatives shall be
                borne by University; however, if an error of more than [***] percent
                ([***]%) of the total payments due or owing for any year is discovered,
                then Licensee shall bear the fees and expenses of University’s
                representatives.

            


    

     

    
      	
              5.3

            	
              No
                later than sixty (60) days after December 31 of each calendar year
                during
                the term of this Agreement, Licensee shall provide to University
                a written
                annual progress report, describing Licensee’s progress on research and
                development, regulatory approvals, manufacturing, sublicensing, marketing
                and sales during the preceding twelve-month period ending December
                31.
                

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      6 – PATENT PROSECUTION

     

    
      	
              6.1

            	
              University
                has or shall apply for, seek prompt issuance of and maintain during
                the
                term of this agreement the Patent Rights in the United States and
                in such
                foreign countries as may be designated by the Licensee in a written
                notice
                to University within a reasonable time in advance of the required
                filing
                dates. In this respect, University shall inform Licensee, with sufficient
                notice such that Licensee may take appropriate action, of approaching
                deadlines for foreign filings, including but not limited to national
                phase
                entry deadlines. Licensee shall have the opportunity to advise and
                cooperate with University in the selection of patent counsel, and
                in the
                prosecution, filing and maintenance of Patent Rights. After the effective
                date of this agreement, University shall take no action on patent
                prosecution of Patent Rights without the prior written authorization
                of
                Licensee; provided, however that in the absence of such authorization,
                University may take timely action, if the result of not doing so
                would be
                the loss of the Patent Rights. Licensee may request of University
                that
                responsibility for filing and prosecution of Patent Rights be transferred
                by University to counsel selected by Licensee, and University will
                grant
                such request, provided such counsel shall be acceptable to
                University.

            


    

     

    
      	
              6.2

            	
              All
                fees and costs, including attorneys’ fees, relating to the filing,
                prosecution and maintenance of the Patent Rights shall be the
                responsibility of Licensee, whether incurred prior to or after the
                date of
                this Agreement. Such fees and costs incurred by and billed to University
                prior to the date hereof, and in the amount of [***] dollars ($[***]),
                will be payable by Licensee to University within five (5) business
                days
                after the execution of this Agreement by Licensee. In no event, however,
                shall the Licensee be responsible for payment to University of any
                patent
                expense covered under this section 6.2 to the extent that University
                has
                previously been fully reimbursed by one or more third parties. Fees
                and
                costs incurred after the date of this Agreement, or fees and costs
                incurred before, but billed to University after the date of this
                Agreement, shall be paid by Licensee within thirty (30) days after
                receipt
                of University’s invoice therefor. Payments pursuant to this Section 6.2
                are not creditable against
                royalties.

            


    

     

    ARTICLE
      7 – INFRINGEMENT ACTIONS

     

    
      	
              7.1

            	
              Licensee
                shall inform University promptly in writing of any alleged infringement
                of
                the Patent Rights by a third party and of any available evidence
                thereof.

            


    

     

    
      	
              7.2

            	
              During
                the term of this Agreement, Licensee shall have the right, but shall
                not
                be obligated, to prosecute at its own expense all infringements of
                the
                Patent Rights in the Field if Licensee has notified University in
                writing
                of its intent to prosecute; provided, however, that such right to
                bring
                such an infringement action shall remain in effect only for so long
                as the
                license granted herein remains exclusive. In furtherance of such
                right,
                University hereby agrees that Licensee may include University as
                a party
                plaintiff in any such suit, without expense to University. The total
                cost
                of any such infringement action commenced or defended solely by Licensee
                shall be borne by Licensee and University shall receive a percentage
                of
                any recovery or damages for past infringement derived therefrom which
                is
                equal to the percentage royalty due University under Article 4. Licensee
                shall indemnify University against any order for costs that may be
                made
                against University in such
                proceedings.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              7.3

            	
              If
                within six (6) months after having been notified of any alleged
                infringement, Licensee shall have been unsuccessful in persuading
                the
                alleged infringer to desist and shall not have brought and shall
                not be
                diligently prosecuting an infringement action, or if Licensee shall
                notify
                University at any time prior thereto of its intention not to bring
                suit
                against any alleged infringer, then, and in those events only, University
                shall have the right, but shall not be obligated, to prosecute at
                its own
                expense any infringement of the Patent Rights, and University may,
                for
                such purposes, use the name of Licensee as party plaintiff. University
                shall bear all costs and expenses of any such suit. In any settlement
                or
                other conclusion, by litigation or otherwise, University shall keep
                any
                recovery or damages for past infringement derived
                therefrom.

            


    

     

    
      	
              7.4

            	
              In
                the event that a declaratory judgment action alleging invalidity
                or
                infringement of any of the Patent Rights shall be brought against
                University, Licensee, at its option, shall have the right, within
                thirty
                (30) days after commencement of such action, to intervene and take
                over
                the sole defense of the action at its own
                expense.

            


    

     

    
      	
              7.5

            	
              In
                any infringement suit either party may institute to enforce the Patent
                Rights pursuant to this Agreement, the other party shall, at the
                request
                and expense of the party initiating such suit, cooperate in all respects
                and, to the extent possible, have its employees testify when requested
                and
                make available relevant records, papers, information, samples, specimens,
                and the like.

            


    

     

    ARTICLE
      8 – INDEMNIFICATION/INSURANCE/LIMITATION OF LIABILITY

     

    
      	
              8.1

            	
              Licensee
                shall at all times during the term of this Agreement and thereafter
                indemnify, defend and hold Kentucky and University, its trustees,
                officers, employees and Affiliates (“University Indemnified Parties”)
                harmless against all claims and expenses, including legal expenses
                and
                reasonable attorneys’ fees (“Claims”), arising out of the death of or
                injury to any person or persons or out of any damage to property
                or the
                environment, and against any other claim, proceeding, demand, expense
                and
                liability of any kind whatsoever resulting from: (i) the production,
                manufacture, sale, use, lease, consumption or advertisement of the
                Licensed Technology, (ii) the practice by Licensee or any Affiliate
                or
                sublicensee of the Patent Rights; or (iii) arising from any obligation
                of
                Licensee hereunder. Licensee shall provide this defense and indemnity
                whether or not any University Indemnified Party, either jointly or
                severally, is named as a party defendant and whether or not any University
                Indemnified Party is alleged to be negligent or otherwise responsible
                for
                any injuries to person or property. The obligation of Licensee to
                defend
                and indemnify as set forth herein shall survive termination of this
                Agreement and shall not be limited by any other limitation of liability
                elsewhere in this Agreement. Licensee shall not, however, be required
                to
                indemnify the University Indemnified Parties from any Claims arising
                out
                of the gross negligence, recklessness or willful misconduct of the
                University Indemnified Parties.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              8.2

            	
              Licensee
                shall obtain and carry in full force and effect liability insurance
                which
                shall protect Licensee, University and Kentucky in regard to events
                covered by Section 8.1 above, as provided
                below:

            


    

     

    
      
        	 	
                COVERAGE

              	 	
                LIMITS

              
	 	 	 	 
	
                (a)

              	
                Commercial
                  General Liability,

              	 	
                $[***]
                  Combined Single

              
	 	
                including,
                  but not limited to,

              	 	
                Limits
                  for Bodily Injury

              
	 	
                Products,
                  Contractual, Fire, Legal

              	 	
                and
                  Property Damage

              
	 	
                and
                  Personal Injury

              	 	 
	 	 	 	 
	
                (b)

              	
                Products
                  Liability

              	 	
                $[***]

              


      

    

    


    The
      University of Pittsburgh is to be named as an additional insured with respect
      to
      insurance policies identified in Sections 8.2(a) and 8.2(b) above. Certificates
      of insurance evidencing the coverage required above shall be filed with the
      University’s Office of Risk Management, 1817 Cathedral of Learning, Pittsburgh,
      PA 15260, no later than fifteen (15) days after execution of this Agreement
      and
      annually thereafter. Such certificates shall provide that the insurer will
      give
      the University not less than thirty (30) days advance written notice of any
      material changes in or cancellation of coverage.

     

    
      	
              8.3

            	
              UNIVERSITY
                AND KENTUCKY MAKE NO REPRESENTATIONS AND EXTEND NO WARRANTIES OF
                ANY KIND,
                EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES
                OF
                MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND VALIDITY OF
                PATENT
                RIGHTS CLAIMS, ISSUED OR PENDING. NOTHING IN THIS AGREEMENT SHALL
                BE
                CONSTRUED AS A REPRESENTATION OR WARRANTY GIVEN BY UNIVERSITY OR
                KENTUCKY
                THAT THE PRACTICE BY LICENSEE OF THE LICENSE GRANTED HEREUNDER SHALL
                NOT
                INFRINGE THE PATENT RIGHTS OF ANY THIRD PARTY. UNIVERSITY AND KENTUCKY
                ADDITIONALLY DISCLAIM ALL OBLIGATIONS AND LIABILITIES ON THE PART
                OF
                UNIVERSITY AND KENTUCKY FOR DAMAGES, INCLUDING, BUT NOT LIMITED TO,
                DIRECT, INDIRECT, SPECIAL AND CONSEQUENTIAL DAMAGES, ATTORNEYS’ AND
                EXPERTS’ FEES, AND COURT COSTS (EVEN IF UNIVERSITY OR KENTUCKY HAS BEEN
                ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, FEES OR COSTS), ARISING
                OUT OF
                OR IN CONNECTION WITH THE MANUFACTURE, USE OR SALE OF THE PRODUCT(S)
                AND
                SERVICE(S) LICENSED UNDER THIS AGREEMENT. LICENSEE ASSUMES ALL
                RESPONSIBILITY AND LIABILITY FOR LOSS OR DAMAGE CAUSED BY A PRODUCT
                THAT
                IS MANUFACTURED, USED OR SOLD BY LICENSEE (INCLUDING SUBLICENSEE
                SALES)
                WHICH IS LICENSED TECHNOLOGY HEREUNDER.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      9 – REPRESENTATIONS AND WARRANTIES

     

    
      	9.1	
              Licensee
                represents and warrants to University
                that:

            


    

     

    
      	 	
              (a)

            	
              Licensee
                is a duly organized and validly existing corporation under the laws
                of the
                State of Delaware with adequate power and authority to conduct the
                business in which it is now engaged or currently proposed to be engaged,
                and Licensee is duly qualified to do business as a foreign corporation
                and
                is in good standing in such other states or jurisdictions as is necessary
                to enable it to carry on its business or own its
                properties;

            


    

    


    
      	 	
              (b)

            	
              To
                the best of Licensee’s knowledge, there are no actions, suits, or
                proceedings pending or threatened against or affecting Licensee,
                its
                officers or directors in their capacity as such, its properties,
                or its
                patents in any court or before any governmental or administrative
                agency,
                which can have any material adverse effect on the business as now
                conducted or as currently proposed to be conducted,
                on
                the properties, the financial condition, or income of Licensee, or
                the
                transactions contemplated by this Agreement and Licensee is not in
                default
                under any order or judgment of any court or governmental or administrative
                agency;

            


    

    


    
      	 	
              (c)

            	
              Licensee
                has full power and lawful authority to issue and sell the Shares
                on the
                terms and conditions contained herein; and


            


    

    


    
      	 	
              (d)

            	
              Consummation
                of the transactions contemplated by this Agreement in compliance
                with
                provisions of this Agreement will not result in any breach of any
                of the
                terms, conditions, or provisions of, or constitute a default under,
                or
                result in the creation of any lien, charge, or encumbrance on, any
                property or assets of Licensee pursuant to any indenture, mortgage,
                deed
                of trust, agreement, corporate charter, bylaws, contract, or other
                instrument to which Licensee is a party or by which Licensee may
                be bound
                or any law, rule, regulation, qualification, license, order or judgment
                applicable to Licensee or any of its
                property.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	9.2	
              University
                hereby represents and warrants to Licensee the
                following:

            


    

     

    
      	 	
              (a)

            	
              University
                or Kentucky, as applicable, is the exclusive owner of, or with the
                other
                institution are the exclusive owners of, the Patent Rights.
                

            


    

    


    
      	 	
              (b)

            	
              University
                is authorized to execute, deliver and perform this Agreement (including,
                without limitation, the granting of the licenses hereunder) on behalf
                of
                itself and Kentucky pursuant to the Inter Institutional Agreement
                between
                the University and Kentucky dated 15th
                day of December, 2000 as amended on the 24th day of October, 2006,
                and
                neither such execution, delivery or performance is in violation of
                any
                license or obligation to which University is a party or is
                bound;

            


    

    


    
      	 	
              (c)

            	
              University
                and Kentucky have not granted any other licenses, options or other
                third-party rights to the Patent Rights in the Field, except as required
                by the Bayh-Dole Act and except for such licenses or options as have
                been
                terminated; and

            


    

    


    
      	 	
              (d)

            	
              Neither
                University's nor Kentucky’s Office of Technology Management has received
                any actual notice claiming that (i) the Patent Rights infringe or
                violate,
                or have infringed or violated, the intellectual property or proprietary
                rights of any third party; and/or (ii) the Patent Rights are invalid
                or
                unenforceable.

            


    

    


    ARTICLE
      10 – ASSIGNMENT

     

    
      	
              10.1.

            	
              Licensee
                may grant, transfer, convey, or otherwise assign any or all of its
                rights
                and obligations under this Agreement in conjunction with a Change
                of
                Control. University’s prior written consent shall be required prior to any
                other assignment of Licensee’s rights or obligations under this Agreement.
                Following any such Assignment or Change of Control, the surviving
                corporation shall assume all of the rights and obligations included
                in
                this Agreement. Any assignment in contravention of this Article 10
                shall
                be null and void. 

            


    

     

    ARTICLE
      11 – TERMINATION

     

    
      	
              11.1

            	
              University
                shall have the right to terminate this Agreement
                if:

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (a)

            	
              Licensee
                shall default in the performance of any material obligations herein
                contained and such default has not been cured within sixty (60) days
                after
                receiving written notice thereof from University;
                or

            


    

     

    
      	 	
              (b)

            	
              Licensee
                shall cease to carry out its business, become commence bankruptcy
                proceedings, apply for or consent to the appointment of a trustee,
                receiver or liquidator of its assets or seek relief under any law
                for the
                aid of debtors.

            


    

     

    
      	
              11.2

            	
              Licensee
                may terminate this Agreement:

            


    

     

    
      	
              11.3

            	
              upon
                ninety day (90) prior written notice to University and upon payment
                of all
                amounts due University through the effective date of termination,
                including patent cost reimbursement pursuant to Section 6.2
                hereof.

            


    

     

    
      	
              11.4

            	
              Upon
                termination all rights and interest to the Licensed Technology and
                Patent
                Rights shall revert to University. 

            


    

     

    
      	
              11.5

            	
              Upon
                termination of this Agreement, neither party shall be released from
                any
                obligation that matured prior to the effective date of such termination.
                Licensee and any sublicensee may, however, after the effective date
                of
                such termination, sell all products under the Licensed Technology
                which
                Licensee produced prior to the effective date of such termination,
                provided that Licensee shall pay to University the royalties thereon
                as
                required by Article 4 hereof and submit the reports required by Article
                5
                hereof.

            


    

     

    ARTICLE
      12 – NOTICES

     

    
      	
              12.1

            	
              Any
                notice or communication pursuant to this Agreement shall be sufficiently
                made or given if sent by certified or registered mail, postage prepaid,
                or
                by overnight courier, with proof of delivery by receipt, addressed
                to the
                address below or as either party shall designate by written notice
                to the
                other party.

            


    

     

    In
      the
      case of University:

     

    Director

    Office
      of
      Technology Management

    University
      of Pittsburgh

    200
      Gardner Steel Conference Center

    Thackeray
      & O’Hara Streets

    Pittsburgh,
      PA 15260

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    In
      the
      case of Licensee:

     

    President

    Arno
      Therapeutics, Inc.

    689
      5th
      Avenue,
      14th
      Floor

    New
      York,
      NY 10022

     

    
      	
              12.2

            	
              Any
                payments to University hereunder by wire transfer shall be directed
                as
                follows:

            


    

     

    Bank:
      Mellon Bank, NA, Pittsburgh, PA

    ABA
      Routing No.: [***]-University of Pittsburgh

    Account
      No.: [***]

    Mellon
      SWIFT Code: [***] (international transfers)

    Reference
      Code: Office of Technology Management

    


     ARTICLE
      13 – AMENDMENT, MODIFICATION

     

    
      	
              13.1

            	
              This
                Agreement may not be amended or modified except by the execution
                of a
                written instrument signed by the parties
                hereto.

            


    

     

    ARTICLE
      14 – MISCELLANEOUS

     

    
      	
              14.1

            	
              This
                Agreement shall be construed and interpreted in accordance with the
                laws
                of the Commonwealth of Pennsylvania. The forum for any action relating
                to
                this Agreement shall be the Courts of Allegheny County, Pennsylvania,
                or,
                if in a federal proceeding, the United States District Court for
                the
                Western District of Pennsylvania.

            


    

     

    
      	
              14.2

            	
              The
                parties acknowledge that this Agreement sets forth the entire
                understanding and intentions of the parties hereto as to the subject
                matter hereof and supersedes all previous understandings between
                the
                parties, written or oral, regarding such subject
                matter.

            


    

     

    
      	
              14.3

            	
              Each
                party shall obtain the prior written approval of the other prior
                to making
                use of the name of the other party for any commercial purpose, except
                as
                required to comply with law, regulation or court order. Neither party
                shall issue any press release or make any public statement in regard
                to
                this Agreement without the prior written approval of the other
                party.

            


    

     

    
      	
              14.4

            	
              If
                one or more of the provisions of this Agreement shall be held invalid,
                illegal or unenforceable, the remaining provisions shall not in any
                way be
                affected or impaired thereby. In the event any provision is held
                illegal
                or unenforceable, the parties shall use reasonable efforts to substitute
                a
                valid, legal and enforceable provision which, insofar as is practical,
                implements purposes of the provision held invalid, illegal or
                unenforceable.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              14.5

            	
              Failure
                at any time to require performance of any of the provisions herein
                shall
                not waive or diminish a party’s right thereafter to demand compliance
                therewith or with any other provision. Waiver of any default shall
                not
                waive any other default. A party shall not be deemed to have waived
                any
                rights hereunder unless such waiver is in writing and signed by a
                duly
                authorized officer of the party making such
                waiver.

            


    

     

    
      	
              14.6

            	
              Licensee
                acknowledges that University is free to publish the results of the
                research activities of its faculty, staff and students, even though
                such
                publication may involve the Patent Rights or Licensed Technology.
                University agrees to submit to Licensee any proposed publication
                or
                presentation regarding the subject matter specifically described
                in the
                Patent Rights for prior review by Licensee at least thirty (30) days
                before its submittal for publication or its presentation. Licensee
                may,
                within thirty (30) days after receipt of such proposed publication,
                request that such proposed publication be delayed not more than sixty
                (60)
                days in order to allow for protection of intellectual property
                rights.

            


    

     

    IN
      WITNESS WHEREOF, the parties have set their hands and seals as of the date
      set
      forth on the first page hereof.

    

      
        	
                UNIVERSITY
                  OF PITTSBURGH – OF THE

                COMMONWEALTH
                  SYSTEM OF HIGHER

                EDUCATION

              
	 	 
	
                By

              	
                /s/
                  Jerome Cochran

              
	 	
                  
                    Jerome Cochran

              
	 	
                 
                     Executive Vice
                  Chancellor

              


      

      


      
        	ARNO
                THERAPEUTICS, INC.
	 	 
	
                By

              	
                /s/
                  Joshua A. Kazam

              
	
                Name: 

              	
                  
                  Joshua A. Kazam

              
	
                Title:
                  

              	
                  
                  President