exv10w2






Exhibit 10.2




AMENDMENT NO. 5 RELATING TO

SPONSORED RESEARCH AND LICENSE AGREEMENT

BETWEEN CORNERSTONE THERAPEUTICS INC., FORMERLY KNOWN AS 
CRITICAL THERAPEUTICS, INC.,

AND

THE FEINSTEIN INSTITUTE FOR MEDICAL RESEARCH

DATED JANUARY 1, 2003





THIS AMENDMENT NO. 5 is made the 3rd day of August 2010.



BETWEEN:





	(1)	 	Cornerstone Therapeutics Inc., formerly known as Critical Therapeutics, Inc., a
Delaware corporation (“CTI”); and






	(2)	 	The Feinstein Institute for Medical Research, a New York not-for-profit
corporation (“Feinstein”).





RECITALS:





	(A)	 	CTI and Feinstein entered into a Sponsored Research and License Agreement,
dated January 1, 2003.






	(B)	 	The said Sponsored Research and License Agreement was modified by that certain
Letter Agreement between CTI and Feinstein dated February 3, 2004, and was amended by
each of Amendment No. 1 dated September 18, 2006, Amendment No. 2 dated January 8,
2007, Amendment No. 3 dated June 29, 2007, that certain letter agreement effective
September 26, 2007 (the “September 2007 Letter”), and Amendment No. 4 dated August 3,
2010. The Sponsored Research and License Agreement as so modified and so amended is
referred to herein as the “Original Agreement.”






	(C)	 	CTI and Feinstein have agreed to amend the Original Agreement by and upon the
terms of this Amendment No. 5.





OPERATIVE PROVISIONS:





	1.	 	Introduction, Definitions and Interpretation






	 	1.1	 	This Amendment No. 5 is supplemental to the Original Agreement.
	 
	 	1.2	 	In this Amendment, the expression “this Amendment No. 5” shall mean this
Amendment No. 5, including its recitals and schedules.







 




			
	[***]	 	Confidential portions of the exhibit have been omitted and filed separately
with the Securities and Exchange Commission.




 









 











	 	1.3	 	Except where expressly provided to the contrary in this
Amendment No. 5:






	 	1.3.1	 	all capitalized terms used in this Amendment
No. 5 shall have the same meanings as are assigned thereto in the
Original Agreement, as amended by this Amendment No. 5; and
	 
	 	1.3.2	 	this Amendment No. 5 shall be interpreted in
the same manner as the Original Agreement.






	 	1.4	 	References to clauses and Articles herein are to clauses and
Articles of the Original Agreement.






	2.	 	Amendments





NOW THEREFORE, in consideration of the mutual covenants contained in the Original Agreement
and in this Amendment No. 5 and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree that, with effect from the
Amendment No. 5 Date (as defined below), the Original Agreement is hereby amended as
follows:





	 	2.1	 	In the first paragraph under Recitals of the Original
Agreement, the reference to “Field (defined below)” shall be replaced with
“field of cholinergic anti-inflammatory pathway-based products and methods.”
	 
	 	2.2	 	In the second paragraph under Recitals of the Original
Agreement, the reference to “Field” shall be replaced with “field of
cholinergic anti-inflammatory pathway-based products and methods.”
	 
	 	2.3	 	Article 1 of the Original Agreement shall be amended by
insertion of the following additional definition after Article 1.2(e):
	 
	 	 	 	“1.2(f). “Amendment No. 5 Date” shall mean August 3, 2010.”
	 
	 	2.4	 	Article 1.3 of the Original Agreement shall be deleted in its
entirety and replaced with the following:
	 
	 	 	 	“1.3. “Field” shall mean any or all uses, except for the treatment of
inflammatory disorders with antibodies to the alpha-7 nicotinic
receptor(s).”
	 
	 	2.5	 	In Article 1.7 of the Original Agreement, the reference to
“Field” shall be replaced with “field of cholinergic anti-inflammatory
pathway-based products and methods.”




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	 	2.6	 	Schedule 1.7 to the Original Agreement shall be replaced in its
entirety by Schedule 1.7 as set forth in Exhibit A hereto and incorporated
herein.
	 
	 	2.7	 	Article 1 of the Original Agreement shall be amended by
insertion of the following additional definition after Article 1.7:
	 
	 	 	 	“1.7(a). “Limited Right Patent Rights” shall mean those Feinstein Patent
Rights listed on Schedule 1.7(a) together with any continuations,
continuations-in-part, divisionals, non-provisional applications with
respect thereto, patents which are granted based on any of the
aforementioned applications and any reissues, renewals, reexaminations,
substitutions or extensions thereof (or of the patents listed on Schedule
1.7(a), if any), and any foreign counterparts to any of the foregoing.”
	 
	 	2.8	 	Schedule 1.7(a) set forth in Exhibit B hereto and incorporated
herein shall be inserted into the Original Agreement as new Schedule 1.7(a).
	 
	 	2.9	 	In Article 1.8 of the Original Agreement, the reference to
“Field” shall be replaced with “field of cholinergic anti-inflammatory
pathway-based products and methods.”
	 
	 	2.10	 	Article 1.11 of the Original Agreement shall be deleted in its
entirety and replaced with the following:
	 
	 	 	 	“1.11. “Product(s)” shall mean each product for the Field: (1) the making,
use, sale or importation of which is covered by a Feinstein Valid Patent
Claim; and/or (2) made by a process covered by a Feinstein Valid Patent
Claim; and/or (3) resulting from the use of Feinstein Technology.”
	 
	 	2.11	 	Article 1 of the Original Agreement shall be amended by
insertion of the following additional definitions after Article 1.15:
	 
	 	 	 	“1.15(a). “Targacept” shall mean Targacept, Inc., a Delaware corporation.
	 
	 	 	 	1.15(b). “Targacept Sublicense Agreement” shall mean the Exclusive License
Agreement between CTI and Targacept effective on or about August 3rd, 2010.”
	 
	 	2.12	 	In Article 2.3.2 of the Original Agreement, the reference to
“Field” shall be replaced with “field of cholinergic anti-inflammatory
pathway-based products and methods.”
	 
	 	2.13	 	The first sentence of Article 3.1 of the Original Agreement
shall be deleted and replaced with the following:




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	 	 	 	“Feinstein hereby grants to CTI and its Affiliates a perpetual and
irrevocable (subject to the terms of this Agreement), worldwide,
royalty-bearing, sole and exclusive (even as to Feinstein and its
Affiliates, subject to Article 3.3, and further subject to Article 3.2)
license, with the right to sublicense (through multiple tiers of
sublicensees), under Feinstein Patent Rights and Feinstein Technology to
make, have made, use, have used, offer for sale, sell, have sold, import,
have imported and/or otherwise exploit Product(s).”
	 
	 	2.14	 	The following shall be added to the end of Article 3.4 of the
Original Agreement:
	 
	 	 	 	“Notwithstanding anything in this Agreement to the contrary, for so long as
the Targacept Sublicense Agreement remains in effect, Feinstein acknowledges
and agrees that, without limitation, compliance by Targacept with Section
4.1(a) of the Targacept Sublicense Agreement shall be conclusively deemed to
constitute compliance by CTI with this Article 3.4. Further, CTI agrees to
provide to Feinstein copies of all summary written progress reports received
by CTI from Targacept pursuant to Section 4.3 of the Targacept Sublicense
Agreement, subject to Article 6.1.”
	 
	 	2.15	 	Article 5.1 of the Original Agreement shall be deleted in its
entirety and replaced with the following:
	 
	 	 	 	“5.1. CTI Authority. Except as provided in Articles 5.4 and 5.7, CTI
shall have primary responsibility for filing, prosecuting, maintaining and
defending Feinstein Patent Rights in the United States and those other
jurisdictions worldwide as CTI may in its discretion elect to pursue from
time to time, employing patent counsel of its choice. Initially, CTI’s
choice for patent counsel is the firm of Hamilton, Brook, Smith & Reynolds,
P.C., Concord, Massachusetts, for which Feinstein grants its approval.
Feinstein also grants its approval for the firm of Womble Carlyle Sandridge
& Rice, PLLC (multiple locations). If CTI decides to retain a different or
additional patent counsel in the future to file, prosecute and/or maintain
Feinstein Patent Rights, Feinstein shall have the right to approve CTI’s
selection of a different or additional patent counsel, such approval not to
be unreasonably withheld, conditioned or delayed. Patent counsel selected by
CTI shall treat Feinstein as its client (as well as CTI) and the owner of
Feinstein Patent Rights; provided that the foregoing is not intended to
limit in any respect the authority of CTI as the responsible party for
filing, prosecuting, maintaining and defending Feinstein Patent Rights as
provided in this Article 5.1.”




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	 	2.16	 	Article 5.3 of the Original Agreement shall be deleted in its
entirety and replaced with the following:
	 
	 	 	 	“5.3. Right of Feinstein to be Informed. For work performed by patent
counsel selected by CTI pursuant to Article 5.1, such patent counsel shall
keep Feinstein reasonably informed of the status of each of the patent
applications and patents in the Feinstein Patent Rights and will consult
from time to time with Feinstein concerning the prosecution of such patent
applications. Such patent counsel will provide Feinstein in a timely manner
with copies of all applications in the Feinstein Patent Rights and any other
documents with respect to Feinstein Patent Rights filed with or received
from any patent office.”
	 
	 	2.17	 	Article 5.4 of the Original Agreement shall be deleted in its
entirety and replaced with the following:
	 
	 	 	 	“If CTI decides to abandon any application or patent in the Feinstein Patent
Rights, it agrees to provide Feinstein with sufficient notice to allow
Feinstein to assume filing, prosecution and/or maintenance of that
application or patent using counsel of its own choice. If CTI decides not
to pursue in Australia, Canada, China, France, Germany, Italy, Japan, Spain,
the United Kingdom or the United States counterpart filings of any
application or patent in the Feinstein Patent Rights, it agrees to provide
Feinstein with sufficient notice to allow Feinstein to pursue such
counterpart filing(s) using counsel of its own choice. If Feinstein does
assume future filing, prosecution or maintenance of such application or
patent or does pursue such counterpart filing(s), CTI shall no longer be
licensed under such patent application(s) pursuant to this Agreement.”
	 
	 	2.18	 	Article 5.5 of the Original Agreement shall be deleted in its
entirety and replaced with the following:
	 
	 	 	 	“5.5. Enforcement and Defense of Feinstein Patent Rights. Subject to
Articles 5.7 and 5.8, if CTI or Feinstein becomes aware of any actual or
potential infringement of Feinstein Patent Rights (including a deemed
infringement under the Drug Price Competition and Patent Term Restoration
Act of 1984, as amended), it will notify the other party and CTI and
Feinstein will subsequently confer about appropriate action against such
actual or potential infringement. CTI shall have the first right, but shall
not be obligated, to enforce Feinstein Patent Rights against such
infringement, or to defend against any action or proceeding alleging
non-infringement of any Feinstein Patent Rights, or to defend against any
action or proceeding alleging invalidity or unenforceability of any




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	 	 	 	Feinstein Patent Rights (any of the foregoing, a “Patent Action”), in its
own name and under its own direction and control, or settle any such Patent
Action by sublicense or otherwise; provided that Feinstein shall have the
right to participate in such Patent Action with its own counsel at its own
expense and without reimbursement hereunder and, in such event, CTI shall
provide Feinstein with an opportunity to consult regarding such Patent
Action. Feinstein (i) shall provide full cooperation at the expense of CTI
and (ii) shall join such Patent Action if reasonably requested by CTI or
required by applicable law, in which event (clause (ii)) CTI shall also
reimburse Feinstein for Feinstein’s counsel fees and expenses. Any
settlement or recovery received from any such Patent Action shall be divided
[***] percent ([***]%) to CTI and [***] percent ([***]%) to Feinstein after
CTI deducts from any such settlement or recovery its reasonable counsel fees
and out-of-pocket expenses relative to such Patent Action, except that, to
the extent CTI assigns the right to bring or defend a Patent Action to a
sublicensee (or any direct or indirect sublicensee thereof), any settlement
or recovery by such sublicensee (or direct or indirect sublicensee thereof)
shall instead be allocated between CTI and such sublicensee as provided in
the agreement between CTI and such sublicensee and that portion of such
settlement or recovery received by CTI and/or its Affiliates shall be
treated as sublicense income subject to Article 4.2.4.
	 
	 	 	 	If CTI decides not to bring or defend any Patent Action, then Feinstein
shall have the right to do so; provided that CTI shall have the right to
participate in such Patent Action with its own counsel at its own expense
and without reimbursement hereunder and, in such event, Feinstein shall
provide CTI with an opportunity to consult regarding such Patent Action.
Any settlement or recovery received from any such Patent Action shall be
divided [***] percent ([***]%) to Feinstein and [***] percent ([***]%) to
CTI after Feinstein deducts from any such settlement or recovery its
reasonable counsel fees and out-of-pocket expenses relative to such Patent
Action.”
	 
	 	2.19	 	Article 5 of the Original Agreement shall be amended by
insertion of the following additional Articles 5.6, 5.7, 5.8, 5.9 and 5.10:
	 
	 	 	 	“5.6. Patent Term Extension. CTI shall have the sole right to make all
decisions in each country or jurisdiction in the world regarding patent term
extensions for each Feinstein Patent Right (other than Limited Right Patent
Rights) and for each Product, including (i) in the United States with
respect to extensions pursuant to 35 U.S.C. §156 et. seq., (b) outside of
the United States pursuant to supplementary protection certificates and (c)
anywhere in the world with respect to any other extensions that are







 




			
	[***]	 	Confidential portions of the exhibit have been omitted and filed separately
with the Securities and Exchange Commission.





6









 









	 	 	 	now or become available in the future. Upon request by CTI, and at CTI’s
sole cost and expense, Feinstein shall timely implement, or cooperate in all
reasonable respects in the timely implementation of, CTI’s decisions under
this Article 5.6.
	 
	 		 	5.7. Limited Right Patent Rights. Notwithstanding anything in this Article
5 to the contrary, CTI shall not have any (i) filing, prosecution,
maintenance, defense or enforcement rights with respect to Limited Right
Patent Rights or (ii) obligation to pay any patent-related or other expenses
of any kind with respect to Limited Right Patent Rights.
	 
	 	 	 	5.8 Limitations on Enforcement. Notwithstanding anything in this
Agreement to the contrary: (i) CTI shall not have any right to enforce any
Feinstein Patent Rights against any third party solely for making, using or
selling any antibodies to the alpha-7 nicotinic receptor(s) to treat
inflammatory disorders; provided that this Article 5.8 is not intended to
limit in any respect CTI’s right to bring, defend or settle a Patent Action
pursuant to Article 5.5, even if such Patent Action arises (via counterclaim
or otherwise) out of or in connection with an action brought by a party
other than CTI to enforce any Feinstein Patent Rights (other than an action
to enforce Limited Right Patent Rights and no other Feinstein Patent Rights)
against a third party solely for making, using or selling any antibodies to
the alpha-7 nicotinic receptor(s) to treat inflammatory disorders; and (ii)
none of Feinstein, its Affiliates or any of their respective licensees shall
have any right to enforce any Feinstein Patent Rights that are not Limited
Right Patent Rights against any third party for making, using or selling any
antibody to the alpha-7 nicotinic receptor(s) to treat any inflammatory
disorder without the prior written consent of Targacept, if the Targacept
Sublicense Agreement is in effect.
	 
	 		 	5.9 Assignment of Rights to Targacept and SetPoint. As between Feinstein
and CTI, CTI shall have the right to assign any or all of its rights and/or
to delegate any or all of its obligations under this Article 5 to Targacept
or any direct or indirect sublicensee of Targacept for so long as the
Targacept Sublicense Agreement remains in effect and/or to SetPoint Medical
Corporation or any direct or indirect sublicensee of SetPoint (together,
“SetPoint”) for so long as the Exclusive License Agreement between SetPoint
and CTI, as amended (the “SetPoint License”), remains in effect; provided
that, for clarity, to the extent CTI assigns a right to Targacept or
SetPoint but does not delegate a corresponding obligation, such
corresponding obligation shall not be deemed waived by Feinstein and shall
remain the obligation of CTI.




7









 












	 		 	5.10. Cooperation. Without limiting any other provision of this Article 5,
each of CTI and Feinstein shall cooperate with the other party in all
reasonable respects, at the reasonable expense of such other party, in the
exercise of such other party’s rights under this Article 5.”
	 
	 	2.20	 	Article 6.1 of the Original Agreement shall be deleted in its
entirety and replaced with the following:
	 
	 	 	 	“6.1. Non-Disclosure Obligations. During the Research Term and for a period
of five (5) years thereafter, both parties shall maintain in confidence, and
use only for purposes of this Agreement, confidential information and data
received from the other party. In addition, for a period beginning on the
date of the Targacept Sublicense Agreement and ending five (5) years after
its expiration or termination for any reason, Feinstein shall maintain in
confidence (i) all summary written progress reports received pursuant to
Article 3.4 and all information and documents received pursuant to Article
5.3, in each case whether received from CTI or from Targacept and provided
that such obligation with respect to information and documents received
pursuant to Article 5.3 shall not change Feinstein’s status as the owner of
the Feinstein Patent Rights, as applicable, and (ii) the terms of the
Targacept Sublicense Agreement. Upon expiration or termination of this
Agreement, all confidential information and data, and copies thereof, will
be returned to the transmitting party by the receiving party upon request of
the transmitting party (although one copy may be retained solely for legal
record keeping purposes); provided that Feinstein shall have no such
obligation with respect to information and documents received pursuant to
Article 5.3.
	 
	 	 	 	Feinstein agrees that Targacept shall be a third party beneficiary of (a)
the preceding paragraph as applied to summary written progress reports
received pursuant to Article 3.4 and information and documents received
pursuant to Article 5.3, (b) clause (ii) of Article 5.8 and (c) Article 8.3,
entitled to enforce the terms thereof at law or in equity; provided that
this paragraph shall not create any implication or inference as to
Targacept’s rights, if any, as to any other provision of this Agreement.”
	 
	 	2.21	 	Article 6.5 of the Original Agreement shall be amended by
deleting the reference to “CTI” and replacing it with a reference to “each of
CTI and Targacept.”
	 
	 	2.22	 	Article 8.2 of the Original Agreement shall be deleted in its
entirety and replaced with the following:




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	 	 	 	“8.2. Termination for Cause. Upon or after a breach of any material
provision of this Agreement by a party (including non-timely payment of any
payment due to Feinstein hereunder), the non-breaching party may terminate
this Agreement by giving the breaching party thirty (30) days notice in
writing specifying the breach; provided, however, that: (a) this Agreement
shall not terminate (i) if the breaching party cures the specified breach
within such thirty (30) day period or (ii) if the specified breach is not
reasonably curable within such thirty (30) day period and the breaching
party has commenced cure of such breach within the thirty (30) day period
and thereafter has proceeded diligently to cure such breach within a
reasonable time; and (b) notwithstanding the foregoing or anything in this
Agreement to the contrary, in the event CTI is the breaching party and the
Targacept Sublicense Agreement is in effect: (i) Feinstein’s notice of
termination cannot be effective if a copy thereof is not also provided to
Targacept concurrently; and (ii) upon receipt of a copy of an effective
notice of termination from Feinstein, Targacept shall thereupon have the
right in its sole discretion to cure (or commence and proceed to cure) the
breach on behalf of CTI as provided in clause (a) above. Any notice to be
provided to Targacept pursuant to this Article 8.2 shall be given as
provided in Article 10.4, with Targacept’ address being “Targacept, Inc.,
200 East First Street, Suite 300, Winston-Salem, North Carolina 27101,
Attention: Vice President, Licensing, Fax: (336-480-2285) and Attention:
General Counsel, Fax: (336-480-2103).”
	 
	 	2.23	 	Article 8.3 of the Original Agreement shall be amended by
deleting the second sentence in its entirety and replacing it with the
following:
	 
	 	 	 	“Moreover, the provisions of Article 6 shall survive the expiration or
termination of this Agreement, except that the obligation of Feinstein under
Section 6.1 to maintain in confidence information and documents received
pursuant to Article 5.3 shall not survive such expiration or termination;
provided that in no event shall Feinstein disclose or make available any
such information or documents in any manner that identifies, or associates
such information or documents with, Targacept or any affiliate thereof.”
	 
	 	2.24	 	Article 10.2 of the Original Agreement shall be deleted in its
entirety and replaced with the following:
	 
	 	 	 	“10.2. Assignment. This Agreement may not be assigned or otherwise
transferred by either party without the written consent of the other party;
provided, however, that CTI and its Affiliates may, without such consent,
assign this Agreement and its rights and obligations hereunder in connection
with the transfer or sale of all or substantially all of its business




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	 	 	 	relating to the Field, or in the event of its merger or consolidation, or to
Targacept if the Targacept Sublicense Agreement is then in effect. Any
purported assignment in violation of the preceding sentence shall be void.
Except with respect to an assignment or delegation pursuant to Article 5.9,
any permitted assignee shall assume all obligations of its assignor under
this Agreement. Feinstein shall have the right to sell, assign or otherwise
transfer its entire right, title and interest to the patent applications
and/or patents within Feinstein Patent Rights to a Feinstein Affiliate,
provided the Affiliate assumes all of the obligations of Feinstein
hereunder. Otherwise, Feinstein shall not sell, assign or otherwise transfer
title or any portion thereof to any patent application or patent within the
Feinstein Patent Rights as long as exclusive licenses under that patent
application and/or patent are still held by CTI without the prior written
consent of CTI, which consent will not be unreasonably withheld.”






	3.	 	No Other Amendments; Confirmations






	 	3.1	 	Save as amended by this Amendment No. 5, the parties confirm
that the Original Agreement shall continue in full force and effect in all
respects.
	 
	 	3.2	 	As of the Amendment No. 5 Date, the Research Term has expired
and is no longer in effect.
	 
	 	3.3	 	As of the Amendment No. 5 Date, neither Feinstein nor the
Principal Investigator has any abstract, manuscript, article, presentation or
the like with respect to Sponsored Research pending, under consideration for or
proposed for publication or has any plans to prepare or submit any such
abstract, manuscript, article, presentation or the like for publication or
consideration for publication.
	 
	 	3.4	 	Feinstein shall take all actions in the future necessary under
the Patent and Trademark Law Amendments Act of 1980, as amended, codified at 35
USC §§200-212, as amended (the Bayh-Dole Act), as well as any regulations
promulgated pursuant thereto, to secure ownership of all Feinstein Patent
Rights for Feinstein, including complying with all reporting requirements as
set forth in 37 C.F.R. 401.14 and in the funding agreements between the U.S.
government (or the National Institutes of Health) and Feinstein.
	 
	 	3.5	 	Feinstein’s right to “proceed to commercialize such patent
applications and inventions (including by way of a license grant to a third
party),” as acknowledged and agreed by CTI in clause (ii) of the third
paragraph of the September 2007 Letter, is not intended to, and shall not be
interpreted to, include any rights with respect to Products.




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	 	3.6	 	To Feinstein’s current knowledge, the intellectual property
licensed and rights granted to CTI pursuant to the License Agreement between
CTI and Feinstein effective July 1, 2001, as may have been amended thereafter,
do not include any patent rights or technology necessary to develop,
commercialize or otherwise exploit any Product, except and to the extent that
such Product contains an HMG polypeptide (or a fragment thereof), or an HMG
receptor (or a fragment thereof), or an antibody (or a fragment thereof) or
other biological composition that binds to any of the foregoing. Feinstein
agrees that Targacept shall be a third party beneficiary of the representation
in this paragraph, entitled to enforce the terms thereof at law or in equity;
provided that the foregoing shall not create any implication or inference as to
Targacept’s rights, if any, as to any other provision of this Amendment No. 5.






	4.	 	Counterparts
	 
	 	 	This Amendment No. 5 may be signed in any number of counterparts with the same effect as if
the signatures to each counterpart were upon a single instrument, and all such counterparts
together shall be deemed an original of this Amendment No. 5.






	5.	 	Governing Law and Jurisdiction
	 
	 	 	This Amendment No. 5 shall be governed by and considered in accordance with the laws of the
State of New York without regard to any conflict of laws provisions thereof.






	6.	 	Targacept Sublicense Agreement and SetPoint License Amendment





Feinstein has reviewed and has no objection to the execution and performance by CTI of (i)
the Targacept Sublicense Agreement and (ii) the Second Amendment to Exclusive License
Agreement between CTI and SetPoint Medical Corporation effective on or about the effective
date of the Targacept Sublicense Agreement.



[signature page follows]




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IN WITNESS WHEREOF, the parties have executed and delivered this Amendment No. 5 as of the
Amendment No. 5 Date.




	 	 	 	 	 
	CORNERSTONE THERAPEUTICS INC.

 	 	 
	By:  	/s/ Andrew Powell
 	 	 
	 	Name:  	Andrew Powell 	 	 
	 	Title:  	Secretary 	 	 
	 



	 	 	 	 	 
	THE FEINSTEIN INSTITUTE FOR MEDICAL RESEARCH

 	 	 
	By:  	/s/ Kirk R. Manogue, PhD
 	 	 
	 	Name:  	Kirk R. Manogue, PhD 	 	 
	 	Title:  	Vice President 	 	 



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EXHIBIT A — SCHEDULE 1.7




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Application number,	 	 	 	 
	CRTX Docket	 	Attorney Docket	 	 	 	 	 	filing date and	 	 	 	 
	Number	 	Number	 	Application Title	 	priority	 	Inventor(s)	 	Status
	[***]
	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 
	[***]
	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 
	[***]
	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 
	[***]
	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 
	[***]
	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 
	[***]
	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 
	[***]
	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 
	[***]
	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 
	[***]
	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 
	[***]
	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 
	[***]
	 	 	[***]	 	 	 	[***]	 	 	 	 	 	 	 	[***]	 	 	 	[***]	 
	[***]
	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	[***]
	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 
	[***]
	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 
	[***]
	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 
	[***]
	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 
	[***]
	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 
	[***]
	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 
	[***]
	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 
	[***]
	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 
	[***]
	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 
	[***]
	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 







 




			
	[***]	 	Confidential portions of the exhibit have been omitted and filed separately
with the Securities and Exchange Commission.





 









 








	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Application number,	 	 	 	 
	CRTX Docket	 	Attorney Docket	 	 	 	 	 	filing date and	 	 	 	 
	Number	 	Number	 	Application Title	 	priority	 	Inventor(s)	 	Status
	[***]
	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 
	[***]
	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 
	[***]
	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 
	[***]
	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 
	[***]
	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 
	[***]
	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 
	[***]
	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 
	[***]
	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 
	[***]
	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 
	[***]
	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 
	[***]
	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 
	[***]
	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 
	[***]
	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 
	[***]
	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	[***]
	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 
	[***]
	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 
	[***]
	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 
	[***]
	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	[***]
	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 
	[***]
	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 
	[***]
	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 
	[***]
	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 
	[***]
	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 
	[***]
	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 
	[***]
	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	[***]
	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 
	[***]
	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 






 




			
	[***]	 	Confidential portions of the exhibit have been omitted and filed separately
with the Securities and Exchange Commission.




2









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Application number,	 	 	 	 
	CRTX Docket	 	Attorney Docket	 	 	 	 	 	filing date and	 	 	 	 
	Number	 	Number	 	Application Title	 	priority	 	Inventor(s)	 	Status
	[***]
	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 
	[***]
	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 
	[***]
	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	[***]
	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 
	[***]
	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 
	[***]
	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 
	[***]
	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 
	[***]
	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 
	[***]
	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 
	[***]
	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	[***]
	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 
	[***]
	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 
	[***]
	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 
	[***]
	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 
	[***]
	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 
	[***]
	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 
	[***]
	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 
	[***]
	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 
	[***]
	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 
	[***]
	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 
	[***]
	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 







 




			
	[***]	 	Confidential portions of the exhibit have been omitted and filed separately
with the Securities and Exchange Commission.




3









 








	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Application number,	 	 	 	 
	CRTX Docket	 	Attorney Docket	 	 	 	 	 	filing date and	 	 	 	 
	Number	 	Number	 	Application Title	 	priority	 	Inventor(s)	 	Status
	[***]
	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 
	[***]
	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 
	[***]
	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 
	[***]
	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 
	[***]
	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 
	[***]
	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 
	[***]
	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 
	[***]
	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	[***]
	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 
	[***]
	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 
	[***]
	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 
	[***]
	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 
	[***]
	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 
	[***]
	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	[***]	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	[***]
	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 







 




			
	[***]	 	Confidential portions of the exhibit have been omitted and filed separately
with the Securities and Exchange Commission.





4









 








	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Application number,	 	 	 	 
	CRTX Docket	 	Attorney Docket	 	 	 	 	 	filing date and	 	 	 	 
	Number	 	Number	 	Application Title	 	priority	 	Inventor(s)	 	Status
	[***]
	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 
	[***]
	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	[***]
	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 
	[***]
	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 
	[***]
	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	[***]
	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 





(end)






 




			
	[***]	 	Confidential portions of the exhibit have been omitted and filed separately
with the Securities and Exchange Commission.




5









 








EXHIBIT B — SCHEDULE 1.7(a)




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Application number,	 	 	 	 
	CRTX Docket	 	Attorney Docket	 	 	 	 	 	filing date and	 	 	 	 
	Number	 	Number	 	Application Title	 	priority	 	Inventor(s)	 	Status
	[***]
	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 
	[***]
	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 
	[***]
	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	[***]
	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 
	[***]
	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 
	[***]
	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 
	[***]
	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 
	[***]
	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 
	[***]
	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 
	[***]
	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 
	[***]
	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(end)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 








 




			
	[***]	 	Confidential portions of the exhibit have been omitted and filed separately
with the Securities and Exchange Commission.



6