exv10w3









EXHIBIT 10.3




Execution Version 




LICENSE AGREEMENT




by and between




ALTUS PHARMACEUTICALS INC.




and




CYSTIC FIBROSIS FOUNDATION THERAPEUTICS, INC.




DATED FEBRUARY 20, 2009




Portions of this Exhibit are omitted and have been filed separately with the Secretary of the

Commission pursuant to the Registrant’s application requesting confidential treatment under Rule

24b-2 of the Exchange Act




 









 








TABLE OF CONTENTS




	 	 	 	 	 
	1. DEFINITIONS
	 	 	1	 
	 
	 	 	 	 
	2. GRANTS OF RIGHTS
	 	 	9	 
	2.1. License Grant by Altus
	 	 	9	 
	2.2. Retained Rights of Altus
	 	 	9	 
	2.3. Sublicenses
	 	 	9	 
	2.4. Third Party License Agreements
	 	 	9	 
	2.5. License Grant by CFFT
	 	 	10	 
	2.6. No Implied Rights
	 	 	10	 
	2.7. Competing Products
	 	 	10	 
	2.8. Section 365(n) of Bankruptcy Code
	 	 	10	 
	2.9. Assignment of Assigned Patent Rights and Altus Trademarks
	 	 	10	 
	 
	 	 	 	 
	3. PRODUCT DEVELOPMENT
	 	 	11	 
	3.1. General
	 	 	11	 
	3.2. Clinical Development
	 	 	11	 
	3.3. Clinical and Regulatory Matters in the Territory
	 	 	11	 
	 
	 	 		 
	4. PRODUCT COMMERCIALIZATION
	 	 	11	 
	4.1. General
	 	 	11	 
	 
	 	 	 	 
	5. PAYMENTS
	 	 	12	 
	5.1. General
	 	 	12	 
	5.2. Reductions to Payments
	 	 	12	 
	5.3. Royalty Statements and Payments
	 	 	12	 
	5.4. Sales Directly by CFFT
	 	 	12	 
	 
	 	 	 	 
	6. TAXES, PAYMENT PROCEDURES, AUDITS
	 	 	12	 
	6.1. Taxes
	 	 	12	 
	6.2. Payments to Altus, Conversion Rates
	 	 	13	 
	6.3. Records, Audits
	 	 	13	 
	 
	 	 	 	 
	7. CONFIDENTIAL INFORMATION
	 	 	14	 
	7.1. In General
	 	 	14	 
	7.2. Exceptions
	 	 	14	 
	7.3. Authorized Disclosure
	 	 	15	 
	7.4. Other Disclosures
	 	 	15	 
	7.5. Publication
	 	 	15	 
	7.6. Equitable Remedies
	 	 	16	 
	7.7. Procedure for Public Announcements
	 	 	16	 
	7.8. No Limitation
	 	 	16	 






Portions of this Exhibit are omitted and have been filed separately with the Secretary of the

Commission pursuant to the Registrant’s application requesting confidential treatment under Rule

24b-2 of the Exchange Act




i









 








	 	 	 	 	 
	7.9. Transferred Ownership
	 	 	16	 
	 
	 	 	 	 
	8. INTELLECTUAL PROPERTY OWNERSHIP, PROTECTION, AND RELATED MATTERS
	 	 	16	 
	8.1. Patent Rights
	 	 	16	 
	 
	 	 	 	 
	9. REPRESENTATIONS AND WARRANTIES
	 	 	19	 
	9.1. Mutual Representations and Warranties
	 	 	19	 
	9.2. Representations and Warranties of Altus
	 	 	20	 
	9.3. NO OTHER REPRESENTATIONS
	 	 	21	 
	 
	 	 	 	 
	10. RECIPROCAL WAIVER AND RELEASE
	 	 	21	 
	10.1. Waiver and Release by Altus
	 	 	21	 
	10.2. Waiver and Release by CFFT
	 	 	21	 
	 
	 	 	 	 
	11. INDEMNIFICATION AND INSURANCE
	 	 	21	 
	11.1. Indemnification by CFFT
	 	 	21	 
	11.2. Indemnification by Altus
	 	 	22	 
	11.3. Procedure
	 	 	22	 
	11.4. Insurance
	 	 	23	 
	11.5. Liability
	 	 	23	 
	 
	 	 	 	 
	12. GOVERNMENT APPROVALS
	 	 	23	 
	12.1. HSR Filing
	 	 	23	 
	12.2. Other Government Approvals
	 	 	23	 
	 
	 	 	 	 
	13. MISCELLANEOUS
	 	 	23	 
	13.1. Notices
	 	 	23	 
	13.2. Captions
	 	 	24	 
	13.3. Expenses
	 	 	24	 
	13.4. No Waiver
	 	 	25	 
	13.5. Severability; Integrated Transaction
	 	 	25	 
	13.6. Entire Agreement; Termination of Alliance Agreement; Conflicts Between
Agreements
	 	 	25	 
	13.7. Amendment
	 	 	25	 
	13.8. Limitation on Assignment
	 	 	25	 
	13.9. Governing Law
	 	 	25	 
	13.10. Arbitration
	 	 	25	 
	13.11. Counterparts
	 	 	26	 
	13.12. Force Majeure
	 	 	27	 
	13.13. Independent Contractors
	 	 	27	 
	13.14. Further Assurances
	 	 	27	 
	13.15. Interpretation
	 	 	27	 






Portions of this Exhibit are omitted and have been filed separately with the Secretary of the

Commission pursuant to the Registrant’s application requesting confidential treatment under Rule

24b-2 of the Exchange Act





ii









 









LICENSE AGREEMENT



This License Agreement (this “Agreement”), is made as of February 20, 2009 (the “Effective Date”),
by and between Altus Pharmaceuticals Inc., a Delaware corporation (“Altus”), and Cystic Fibrosis
Foundation Therapeutics, Inc., a Maryland corporation (“CFFT”) and collectively, with Altus, the
“Parties,” and each a “Party”).




Recitals





	A.	 	Altus and CFFT are parties to a Strategic Alliance Agreement dated February 22, 2001, as
amended by the First and Second Amendments (collectively, the February 22, 2001 Agreement and
subsequent amendments shall be referred to hereinafter as the “Alliance Agreement”).
	 
	B.	 	Based on Altus’ desire to cease development of Trizytek,1 the main product
candidate subject to the Alliance Agreement, in connection with its current corporate
realignment efforts, the Parties entered into a Letter Agreement (the “Letter Agreement”)
dated February 20, 2009. This License Agreement shall be subject to the terms and conditions
of the Letter Agreement and in the event of any inconsistency between this License Agreement
and the Letter Agreement, the Letter Agreement shall prevail.
	 
	C.	 	The Letter Agreement contemplates that the Parties will enter into this Agreement in order to
provide for the grant from Altus to CFFT of intellectual property rights necessary for CFFT to
assume such responsibility and for the other matters set forth herein.




NOW, THEREFORE, in consideration of the foregoing and of the respective covenants and undertakings
hereunder and for other good and valuable consideration, the receipt and adequacy of which are
hereby acknowledged, the Parties hereto do hereby agree as follows:




1. DEFINITIONS.




     1.1. “AAA” has the meaning assigned to it in Section 13.10.



     1.2. “Affiliate” of any Party means any Person, directly or indirectly controlling, controlled
by, or under common control with that Party. For purposes of this definition, “control” means (a)
in the case of corporate entities, direct or indirect ownership of more than
50% of the stock or shares having the right to vote for the election of directors and (b) in
the case of non-corporate entities, direct or indirect ownership of at least 50% of the equity
interest with the power to direct the management and policies of that non-corporate entity,
provided, however, that the term “Affiliate” shall not include subsidiaries or
other entities in which a Party owns a majority of the ordinary voting power necessary to elect a
majority of the board of directors or





 




			
	1	 	Trizytek is a registered trademark of
Altus that is being assigned to CFFT pursuant to this Agreement. All
references herein to Trizytek shall include TrizytekTM





Portions of this Exhibit are omitted and have been filed separately with the
Secretary of the 
Commission pursuant to the Registrant’s application requesting
confidential treatment under Rule 
24b-2 of the Exchange Act







1









 








other governing board, but is restricted from electing such
majority by contract or otherwise, until such time as such restrictions are no longer in effect.




     1.3. “Agreement” has the meaning assigned to it in the preamble.



     1.4. “Alliance Agreement” has the meaning assigned to it in Recital A.



     1.5. “Altus Patent Rights” means each of those Patent Rights described on Schedule 1.5, which
constitute all Patent Rights included in the Intellectual Property.



     1.6. “Altus Trademark” means each of those trademarks, trademark applications, brand names, or
trade names listed on Schedule 1.6, which constitute the only such trademarks, trademark
applications, brand names or trade names used exclusively or principally in association with
Trizytek as of the Effective Date.



     1.7. “Applicable Law” means, in relation to any Person, transaction or event, all relevant
laws, statutes, regulations and orders of all governmental bodies having jurisdiction (whether
administrative, legislative, executive or otherwise), and all judgments, orders and decrees of all
courts, arbitrators, commissions or bodies exercising similar functions having jurisdiction over
the Person, transaction or event in question.



     1.8. “Approval Date” means (i) in the case of Product that is regulated as a drug by the FDA,
the earlier of the date on which CFFT or its Sublicensee receives from the FDA an approvable letter
under 21 C.F.R. § 314.110 or an approval letter under 21 C.F.R. § 314.105, or (ii) in the case of
Product that is regulated as a biologic by the FDA, the earlier of the date on which CFFT or its
Sublicensee receives from the FDA an approval letter or biologics license under 21 C.F.R. § 601.4.



     1.9. “Assigned Patent Right” means each of those Patent Rights described on Schedule 1.9,
which constitute those Patent Rights that (i) are owned by Altus immediately prior to the Effective
Date and (ii) would otherwise have been included in the Altus Patent Rights but which exclusively
Cover (x) the composition of any Product, (y) any method of making any Product, or (z) any method
of using any Product, and are therefore being assigned to CFFT pursuant to Section 2.9.



     1.10. “Authorized Representatives” has the meaning assigned to it in Section 7.1.



     1.11. “Calendar Quarter” means a three-month period ending on the last day of March, June,
September or December in any year.



     1.12. “Calendar Year” means a twelve-month period from January 1 through December 31 of any
particular year.




Portions of this Exhibit are omitted and have been filed separately with the Secretary of the

Commission pursuant to the Registrant’s application requesting confidential treatment under Rule

24b-2 of the Exchange Act




2









 








     1.13. “Commercialize” means to promote, market, distribute, sell or use for commercial purpose
any product, and “Commercializing” and “Commercialization” shall be interpreted accordingly.



     1.14. “Commercially Reasonable Efforts” means, with respect to the efforts to be expended by
any Party with respect to any objective, reasonable, diligent, good faith efforts to accomplish
such objective. With respect to any objective relating to the Development, Manufacture or
Commercialization of a Product by any Party, “Commercially Reasonable Efforts” shall mean those
efforts and resources normally used by a biotech or pharmaceutical company with respect to a
product owned by such company or to which such company has similar rights which is of similar
market potential at a similar stage in the development or life cycle of such product, taking into
account issues of safety, efficacy, product profile, the competitiveness of the marketplace, the
proprietary position of the product, the regulatory structure involved, profitability of the
product and other relevant commercial factors. Commercially Reasonable Efforts shall be determined
on a market-by-market basis and the level of effort may change over time, reflecting changes in the
status of the Product and of the market involved.



     1.15. “Competitor Infringement” means Third Party infringement of any Altus Patent Right
through the actual or proposed manufacture, use or sale of a pharmaceutical product that contains
one or more of the following enzymes: lipase, protease or amylase, alone or in combination.



     1.16. “Confidential Information” means, with respect to each Party, all Know-How or other
information, including proprietary information and materials (whether or not patentable), regarding
such Party’s technology, products, business information or objectives, that is communicated in any
way or form by the Disclosing Party to the Receiving Party, on or after the Effective Date of this
Agreement, and whether or not such Know-How or other information is identified as confidential at
the time of disclosure; provided that, information not identified as confidential by the Disclosing
Party shall be deemed to be Confidential Information of the Disclosing Party if the Receiving Party
knows, or should have had a reasonable expectation, that the information communicated by the
Disclosing Party is Confidential Information of the Disclosing Party. The terms and conditions of
this Agreement shall be considered Confidential Information of both Parties. Information disclosed
by a Party under the Alliance Agreement or
under any other prior agreement between the Parties that was required thereunder to be kept
confidential shall be treated as Confidential Information under this Agreement.



     1.17. “Control” or “Controlled” means, with respect to any item of information, material or
intellectual property right, the possession, ownership, lease, license (other than a license
granted pursuant to this Agreement), use or having held for use, directly or indirectly, by, on
behalf of or for the account of a Person, or by control over an Affiliate by such Person, of the
ability to grant to another Person access or a license or sublicense as provided herein without
violating the terms of any agreement with any Third Party.




Portions of this Exhibit are omitted and have been filed separately with the Secretary of the

Commission pursuant to the Registrant’s application requesting confidential treatment under Rule

24b-2 of the Exchange Act




3









 








     1.18. “Cover,” “Covered,” or “Covering” means, with respect to a Patent Right, that, in the
absence of a license granted to a Person under a Valid Claim included in such Patent Right, the
practice by such Person of an invention claimed in such Patent Right would infringe such Valid
Claim (or, in the case of a Patent Right that is a patent application, would infringe a Valid Claim
in such patent application if it were to issue as a patent).



     1.19. “Develop” means to engage in Development.



     1.20. “Development” shall mean any pre-clinical, non-clinical or clinical research and any
drug development activity, including discovery, research, toxicology, pharmacology and other
similar efforts, test method development and stability testing, process development, formulation
development, delivery system development, quality assurance and quality control development,
statistical analysis, clinical studies (including pre- and post-approval studies), regulatory
affairs, pharmacovigilance and all activities directed to obtaining any Regulatory Approval,
including any marketing, pricing or reimbursement approval, and to “Develop” shall be interpreted
accordingly.



     1.21. “Disclosing Party” has the meaning assigned to it in Section 7.1.



     1.22. “Effective Date” has the meaning assigned to it in the preamble.



     1.23. “FDA” means the United States Food and Drug Administration or any successor agency
having comparable jurisdiction.



     1.24. “Field” means all uses and all indications.



     1.25. “GAAP” means generally accepted accounting principles.



     1.26. “HSR Act” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended,
and the rules and regulations promulgated thereunder.



     1.27. “HSR Filing” means filings by each of Altus and CFFT with the United States Federal
Trade Commission and the Antitrust Division of the United States Department of Justice of a
Notification and Report Form for Certain Mergers and Acquisitions (as that term is defined in the
HSR Act) with respect to the matters set forth in this Agreement.



     1.28. “IND” means an Investigational New Drug Application filed with the FDA in the United
States with respect to Product and “IND Equivalent” means any similar application filed with the
Regulatory Authority in any other country in the Territory with respect to Product.



     1.29. “Initial Priority Amount” has the meaning assigned to it in Section 5.2.



     1.30. “Intellectual Property” means all Altus Patent Rights, trademarks, trademark
applications, brand names, trade names, trade secrets, software, copyrights, copyright
applications, inventions, technologies, Know-How, formulae, processes, all other intellectual



Portions of this Exhibit are omitted and have been filed separately with the Secretary of the

Commission pursuant to the Registrant’s application requesting confidential treatment under Rule

24b-2 of the Exchange Act




4









 







property and applications for any of the foregoing Controlled by Altus and all proprietary
rights to such Intellectual Property Controlled by Altus, in each case as of the Effective Date,
which are used or useful for the Development, Manufacture or Commercialization of Product. For
clarity, “Intellectual Property” includes (i) all such intellectual property Controlled by Altus as
of the Effective Date that covers the composition of, formulation of, or any method of making,
method of delivering, or method of using, any or all of the following enzymes: lipase, protease or
amylase, individually or in any combination and (ii) all developments to, enhancements in, and new
versions or improvements of the Intellectual Property, whether or not patentable, which were
invented, developed, discovered or otherwise acquired by or for Altus as a result of the
development activities under the Alliance Agreement.




     1.31. “Know-How” means any inventions, discoveries, data, information, trade secrets,
processes, methods, techniques, materials (including biological materials), technology,
developments, enhancements, improvements, results, cell lines, biological materials, compounds,
probes, sequences or other know-how, whether or not patentable.



     1.32. “Letter Agreement” has the meaning assigned to it in Recital B.



     1.33. “Licensed Activities” has the meaning assigned to it in Section 8.1(c)(i).



     1.34. “Manufacturing” means activities directed to producing, manufacturing, processing,
filling, finishing, packaging, labeling, quality assurance testing and release, shipping and
storage of a product and the “Manufacture” shall be interpreted accordingly.



     1.35. “NDA” means a New Drug Application as described in 21 C.F.R. § 314 or a Biological
License Application (BLA) as described in 21 C.F.R. § 601.2 filed with the FDA in the United States
with respect to Product and “NDA Equivalent” means any similar regulatory marketing approval
application filed with the Regulatory Authority in any other regulatory jurisdiction in the
Territory with respect to Product.



     1.36. “Net Profits” means, on an Product-by-Product basis, the amount, if any, by which Net
Sales obtained from the sale of such Product in the Territory exceeds the sum of the Selling
Person’s:




     (a) manufacturing costs;




     (b) sales and marketing expenses, including all costs of marketing, promotion and
advertising, including sample costs, detailing costs, costs for preparing and reproducing
detailing aids, Product promotional materials and other promotional materials, costs of
professional education, Product related public relations, relationships with opinion leaders
and professional societies, market research, healthcare economics studies, marketing studies
related to the Product, and other similar activities directly related to the Product. direct
and indirect expenses, such as samples, medical education;



Portions of this Exhibit are omitted and have been filed separately with the Secretary of the

Commission pursuant to the Registrant’s application requesting confidential treatment under Rule

24b-2 of the Exchange Act




5









 









     (c) distribution expenses;




     (d) clinical and regulatory expenses for such Product incurred after marketing
approval;




     (e) intellectual property expenses, including all expenses of (i) filing, prosecuting,
maintaining and enforcing patents, trademarks, copyrights and other intellectual property
rights necessary or useful for Development, Manufacture or Commercialization of such
Product, (ii) any third party license fees, including any license fee, royalty or other
amount payable to any Third Party under any current or future agreement to obtain any such
intellectual property right, and (iii) any additional intellectual property related costs
(such as litigation costs and settlements); and




     (f) all other similar, post-approval costs and expenses properly allocable to the
Product under GAAP,




in each case to the extent allocable under GAAP to such Net Sales of such Product in the
Territory.



     1.37. “Net Sales” means the [*] for any sale of any Product by CFFT or any CFFT Affiliate as
applicable (a “Selling Person”), to a non-Affiliate of the Selling Person, less the following
deductions, in each case to the extent specifically related to the Product and taken by the Selling
Person or otherwise paid for or accrued by the Selling Person (“Permitted Deductions”):




     (a) trade, cash, promotional and quantity discounts and wholesaler fees;




     (b) taxes on sales (such as excise, sales or use taxes or value added taxes) [*];




     (c) freight, insurance, packing costs and other transportation charges [*];




     (d) amounts repaid or credits taken by reason of damaged goods, rejections, defects,
expired dating, recalls or returns or because of retroactive price reductions;




     (e) charge back payments and rebates granted to [*]; and




     (f) documented custom duties actually paid by the Selling Person.




Sales of Products between or among CFFT and its Affiliates for resale, or for use in the
production or manufacture of any Product, shall not be included within Net Sales;
provided, however, that any subsequent sale of such Product (or any Product
produced or manufactured using such Product) by CFFT or its Affiliate to a non-Affiliate
Third Party shall be included within Net Sales.



Portions of this Exhibit are omitted and have been filed separately with the Secretary of the

Commission pursuant to the Registrant’s application requesting confidential treatment under Rule

24b-2 of the Exchange Act




6









 









If a Product is sold as part of a bundle of distinct products (i.e., one price is charged
for a number of distinct products that are not packaged together with another Product, the
Net Sales for such Product shall be based on the ratio of the Wholesale Acquisition Cost for
such Product to the sum of the Wholesale Acquisition Costs for each product in such bundle.
By way of example, if the Wholesale Acquisition Cost for such Product when sold separately
is $10, and the sum of the Wholesale Acquisition Costs for each product in such bundle when
sold separately is $40, then the Net Sales attributable to the Product when sold as part of
the bundle would be twenty-five percent (25%) of the Net Sales of the bundle of products
sold by the Selling Person.



     1.38. “Non-Compete Period” has the meaning set forth in Section 2.7.



     1.39. “Out-of-Pocket Costs” means costs and expenses either (a) paid to Third Parties by
either Party or its Affiliates, (b) payable to Third Parties and accrued by either Party or its
Affiliates in accordance with GAAP applied in a manner consistent with the accruing entity’s
standard accounting for such costs generally or (c) paid to Altus by CFFT pursuant to this
Agreement or the Letter Agreement with respect to the purchase of raw materials or paid to Altus by
CFFT for the fulfillment of any obligations to Third Parties for services rendered for the benefit
of CFFT pursuant to a Non-Assignable Trial Agreement (as defined in the Letter Agreement) or for
any other work specifically related to Development of the Product. Such costs include, without
limitation, clinical grants, materials, the costs of prosecuting and maintaining Patent Rights and
costs of a similar nature. Capital equipment costs (other than depreciation) associated with
chemical or process development shall not be treated as Out-of-Pocket Costs.



     1.40. “Patent Right” means any (a) patent, (b) pending patent application, including, without
limitation, any provisional application, substitution, continuation, continuation-in-part, division
or renewal, or any patent granted thereon, (c) any patent-of-addition, reissue, reexamination or
extension or restoration by any existing or future extension or restoration mechanism, including,
without limitation, any supplementary protection certificate or the equivalent thereof, (d)
inventor’s certificate, (e) other form of government-issued right substantially similar to any of
the foregoing or (f) any United States or foreign counterpart of any of the foregoing. Patent
Rights existing as of any specified date shall include any patent or other Patent Right based on,
claiming priority to or arising from any Patent Right existing on such date.



     1.41. “Person” means any natural person, corporation, firm, business trust, joint venture,
association, organization, company, partnership or other business entity, or any government, or any
agency or political subdivisions thereof.



     1.42. “Proceeds” has the meaning provided in Section 5.1.



     1.43. “Product” means any pharmaceutical product that contains one or more of the following
enzymes: lipase, protease or amylase, alone or in combination including, without limitation, the
product currently identified by Altus as “Trizytek” and any derivatives thereof.



Portions of this Exhibit are omitted and have been filed separately with the Secretary of the

Commission pursuant to the Registrant’s application requesting confidential treatment under Rule

24b-2 of the Exchange Act




7









 








     1.44. “Receiving Party” has the meaning assigned to it in Section 7.1.



     1.45. “Regulatory Approval” shall mean any technical, medical, scientific, marketing or other
license, registration, authorization or approval of any local, state, national or international
regulatory authority (including, without limitation, any approval of a New Drug Application or
Biologic License Application) necessary for the Development, Manufacture or Commercialization of a
pharmaceutical product in any jurisdiction.



     1.46. “Sublicensee” shall mean any Person who has received, directly or indirectly, from CFFT
a sublicense or other grant of rights with respect to any right licensed to CFFT by Altus pursuant
to Section 2.3.



     1.47. “Sued Party” has the meaning assigned to it in Section 8.1(c)(ii).


     1.48. “Territory” means all countries of the world.


     1.49. “Third Party” means any Person other than a Party or an Affiliate of a Party.



     1.50. “Third Party License Agreement” means any Third Party agreement pursuant to which Altus
in-licenses Intellectual Property. All material Third Party License Agreements are described on
Schedule 1.50 hereof.



     1.51. “Third Party IP Rights” has the meaning assigned to it in Section 8.1(c)(ii).



     1.52. “Trizytek” means liprotamase, a non-sterile, orally administered biotechnology product
that contains highly purified preparations (drug substances) of amylase (from Aspergillus oryzae),
a crystallized protease (from Aspergillus melleus), and a crystallized, cross-linked form of lipase (from Burkholderia cepacia) referred to as Lipase-CLEC, each prepared individually. The three drug
substances are blended together along with inactive excipients to prepare the final drug product.



     1.53. “Valid Claim” means a claim (a) of any issued, unexpired patent that has not been
revoked or held unenforceable or invalid by a decision of a court or governmental agency of
competent jurisdiction from which no appeal can be taken, or with respect to which an appeal is not
taken within the time allowed for appeal, and that has not been disclaimed or admitted to be
invalid or unenforceable through reissue, disclaimer, or otherwise, or (b) of any patent
application that has not been cancelled, withdrawn, or abandoned or been pending for more than ten
years.



     1.54. [*] has the meaning assigned to it in Schedule 1.50.



     1.55. [*] has the meaning assigned to it in Schedule 1.50.



Portions of this Exhibit are omitted and have been filed separately with the Secretary of the

Commission pursuant to the Registrant’s application requesting confidential treatment under Rule

24b-2 of the Exchange Act




8









 








     1.56. “Wholesale Acquisition Cost” for any product means the list price for wholesalers,
distributors and other direct accounts before any rebates, discounts, allowances or other price
concessions that might be offered by the supplier of the product.



2. GRANTS OF RIGHTS.




     2.1. License Grant by Altus. Subject to the terms and conditions of this Agreement, Altus
hereby confers upon CFFT an exclusive, [*] license to practice and use the Intellectual Property to
Develop, have Developed, Manufacture, have Manufactured and Commercialize Products for use in the
Field in the Territory. The license granted hereby shall be [*]. To the extent that the
Intellectual Property includes copyrights covering software or other documentation, CFFT shall have
the right to make, retain and use such copies of such software and documentation as are reasonably
necessary to exercise its rights hereunder.



     2.2. Retained Rights of Altus. Nothing in this Agreement grants to CFFT any right to any use
of the name Altus or any similar trademark or trade name.



     2.3. Sublicenses. CFFT shall have the right to sublicense [*] under the license granted under
Section 2.1 above to [*]. Prior to granting any such sublicense, CFFT shall ensure that all of the
terms and conditions of this Agreement for the benefit of Altus, to the extent applicable, shall
apply to such Sublicensee to the same extent as they apply to CFFT for all purposes of this
Agreement. Notwithstanding the foregoing [*]. CFFT shall promptly provide Altus with a copy of
any such sublicense agreement, provided that such copy may be redacted to remove
any confidential information not related to the royalty rate, milestones or any other economic
terms of the sublicense.



     2.4. Third Party License Agreements.




     (a) License Grant Subject to Agreements. CFFT acknowledges and agrees that any
Intellectual Property Controlled by Altus under any Third Party License Agreement is being
licensed by Altus to CFFT hereunder subject and subordinate to the terms of such Third Party
License Agreement in effect as of the Effective Date. CFFT shall provide Altus, on Altus’
written request, any information required to be provided by Altus to any Third Party under
the terms of a Third Party License Agreement.




     (b) CFFT Payments. CFFT shall pay to Altus or, at CFFT’s option, directly to any Third
Party licensor under each Third Party License Agreement, all payments required to be made to
such Third Party by Altus as a result of (i) the achievement by CFFT or its Affiliates or
Sublicensees of any event requiring payment by Altus to the Third Party, or (ii) the sale of
any Product by CFFT, its Affiliates or Sublicensees.




     (c) No Modification. No Third Party License Agreement shall be modified or otherwise
amended by Altus after the Effective Date in any way that would increase



Portions of this Exhibit are omitted and have been filed separately with the Secretary of the

Commission pursuant to the Registrant’s application requesting confidential treatment under Rule

24b-2 of the Exchange Act




9









 









any payment or other obligation of CFFT under this Agreement without CFFT’s prior
written consent.



     2.5. License Grant by CFFT. Subject to the terms of this Agreement, CFFT hereby grants to
Altus and its Affiliates a non-exclusive license under the Intellectual Property to Develop, have
Developed, Manufacture and have Manufactured Products in the Field, solely to the extent required
in order for Altus to perform its obligations under this Agreement or the Letter Agreement.



     2.6. No Implied Rights. Except and only to the extent expressly provided for in this
Agreement, neither Party grants to the other Party any license or other right under any
intellectual property right.



     2.7. Competing Products. Until the earlier of [*] (the “Non-Compete Period”), neither Altus
nor any of its Affiliates shall (a) [*] compete with any Product (“Competing Product”), or (b) [*];
provided that notwithstanding the foregoing, this Section 2.7 shall not allow Altus
to [*] if doing so would breach the terms of the exclusive license grant to CFFT pursuant to
Section 2.1. The prohibitions of this Section 2.7 shall not apply to any future Affiliate of Altus
to the extent that such future Affiliate is [*] solely on the basis of [*], provided
that with regard to each of clause (a) and (b), such future Affiliate is not a direct or
indirect subsidiary of Altus and Altus does not otherwise hold, directly or indirectly, a majority
of the equity securities or other voting power in such future Affiliate.



     2.8. Section 365(n) of Bankruptcy Code. All rights and licenses now or hereafter granted
under or pursuant to any Section of this Agreement, including Section 2.1, are rights to
“intellectual property” (as defined in Section 101(35A) of Title 11 of the United States Code, as
amended (such Title 11, the “Bankruptcy Code”)). In the event of the commencement of a bankruptcy
proceeding by or against Altus under the U.S. Bankruptcy Code, Altus hereby grants to CFFT a right
of access to and to obtain possession of and to benefit from (a) copies of pre-clinical and
clinical research data and results, (b) laboratory samples, (c) product samples and inventory, (d)
Intellectual Property, (e) copies of laboratory notes and notebooks, all of which constitute
“embodiments” of intellectual property pursuant to Section 365(n) of the Bankruptcy Code, and (j)
copies of all other embodiments of such intellectual property in Altus’ Control. Altus agrees not
to interfere with CFFT’s exercise of rights and licenses to intellectual property licensed
hereunder and embodiments thereof in accordance with this Agreement and agrees to use Commercially
Reasonable Efforts to assist CFFT to obtain such intellectual property and embodiments thereof in
the possession or control of Third Parties as reasonably necessary or desirable for CFFT to
exercise such rights and licenses in accordance with this Agreement. The Parties acknowledge and
agree that all payments by CFFT to Altus hereunder constitute royalties within the meaning of
Section 365(n) of the Bankruptcy Code or relate to licenses of intellectual property hereunder.



     2.9. Assignment of Assigned Patent Rights and Altus Trademarks. Altus hereby assigns to CFFT
as of the Effective Date, pursuant to assignments in the form attached as



Portions of this Exhibit are omitted and have been filed separately with the Secretary of the

Commission pursuant to the Registrant’s application requesting confidential treatment under Rule

24b-2 of the Exchange Act





10











 




Exhibit 2.9, (i) the
Assigned Patent Rights and (ii) the Altus Trademarks. All expenses incurred in recording or
otherwise effecting any such assignment shall be paid by CFFT.




3. PRODUCT DEVELOPMENT.




     3.1. General. Subject to the terms and conditions of this Agreement and the Letter Agreement,
CFFT shall be responsible for Development of Products under this Agreement in the Territory and the
costs and expenses of such Development.



     3.2. Clinical Development. Subject to the terms and conditions of this Agreement and the
Letter Agreement, CFFT shall have control of all clinical Development of Products under this
Agreement in the Territory and the authority to make all decisions and regulatory filings in
connection with Development of Products in the Territory.



     3.3. Clinical and Regulatory Matters in the Territory. Any IND, IND Equivalent, NDA, NDA
Equivalent or other regulatory filing within the Territory relating to any Product shall be
transferred to CFFT and shall be the property of CFFT and held in the name of CFFT or its
designated Affiliates or Sublicensees. Altus shall supply to CFFT for use in the Territory within
ten (10) days of the Effective Date, and supplement the same as CFFT may subsequently reasonably
request, a “Letter of Access” permitting any regulatory authority to access and refer to all data
and information in any regulatory filing or Regulatory Approval Controlled by Altus or its
Affiliates related to any Product for the purpose of enabling CFFT or its Affiliates or sublicenses
to obtain and retain any Regulatory Approval for any Product in the Territory and shall allow CFFT
or its Affiliates or Sublicensees to reference copies of any clinical studies regarding any Product
which have been used for the Development of such Product in the Territory for the purpose of
Developing or Commercializing such Product or any other Product in the Territory and shall, on
CFFT’s request, assign to CFFT or its Affiliates or Sublicensees any such filing or Regulatory
Approval covering the Product. Altus will support CFFT, or its Affiliates or Sublicensees as may
be reasonably necessary, subject to continued availability of existing personnel, in seeking and
obtaining any Regulatory Approval for any Product in the Territory, including providing necessary
documents or other materials required by law to obtain any such Regulatory Approval, provided that
such support shall not require Altus to incur any unreimbursed internal or Out-of-Pocket Cost.



4. PRODUCT COMMERCIALIZATION.




     4.1. General. Subject to the terms and conditions of this Agreement, CFFT shall be
responsible for Commercialization of Products under this Agreement in the Territory. Subject to
the terms and conditions of this Agreement and the Letter Agreement, CFFT or its Affiliates or
Sublicensees shall bear all costs and expenses of such Commercialization.



Portions of this Exhibit are omitted and have been filed separately with the Secretary of the

Commission pursuant to the Registrant’s application requesting confidential treatment under Rule

24b-2 of the Exchange Act





11









 








5. PAYMENTS.




     5.1. General. In consideration for the licenses granted to CFFT by Altus pursuant to Section
2.1, and Altus’ performance of its responsibilities under the Letter Agreement, and except as
provided in Section 5.2, CFFT shall pay to Altus an amount equal to [*] of all proceeds
(“Proceeds”) received or realized by CFFT (including, without limitation, all license fees,
milestone payments, royalties and other remuneration whether received in the form of cash, equity
securities or otherwise) from the sublicense, transfer or other disposition of, or the granting of
any right with respect to, all or part of CFFT’s rights to any Product and/or all or part of CFFT’s
rights to any Intellectual Property licensed to CFFT pursuant to this License Agreement. CFFT
shall not intentionally structure any transaction so as to minimize compensation in the form of
Proceeds for the purpose of reducing the amount payable to Altus pursuant to this Section 5.1.



     5.2. Reductions to Payments. Notwithstanding the provisions of Section 5.1, CFFT shall
receive [*] of the Proceeds up to the [*] and, thereafter, Altus shall receive [*] of the
percentage of Proceeds it would otherwise be entitled to receive until such time as the [*] in
Proceeds payable to CFFT as a result of [*] and such [*] equals [*].



     5.3. Royalty Statements and Payments. Within sixty (60) days of the end of each Calendar
Quarter during which CFFT receives any Proceeds, CFFT shall deliver to Altus a report setting forth
for such Calendar Quarter, the following information, on a Product-by-Product, country-by-country
and worldwide basis: (a) the calculation of all Proceeds received by CFFT during such Calendar
Quarter under any sublicense or other arrangement referenced in Section 5.1, (b) the calculation of
the amount due to Altus with respect to such Proceeds and (c) if applicable, Net Sales by CFFT or
its Affiliates. The total payment due to Altus for such Proceeds during such Calendar Quarter
shall be remitted at the time such report is made. In addition, for each Calendar Quarter in which
a report is due, CFFT shall also use Commercially Reasonable Efforts to provide Altus, at its
request, with a non-binding, good faith estimate of items (a), (b) and (c) above within thirty (30)
days of the end of such Calendar Quarter.



     5.4. Sales Directly by CFFT. In the event of the sale of any Product by CFFT or its
Affiliates, the Proceeds shall be deemed to include Net Profits.



6. TAXES, PAYMENT PROCEDURES, AUDITS.




     6.1. Taxes. All payments under this Agreement will be made without any deduction or
withholding for or on account of any tax, duties, levies, or other charges unless such deduction or
withholding is required by applicable laws or regulations to be assessed against Altus. If CFFT is
so required to deduct or withhold, CFFT will (a) promptly notify Altus of such requirement, (b) pay
to the relevant authorities the full amount required to be deducted or
withheld promptly upon the earlier of determining that such deduction or withholding is
required or receiving notice that such amount has been assessed against Altus, and (c) promptly
forward



Portions of this Exhibit are omitted and have been filed separately with the Secretary of the

Commission pursuant to the Registrant’s application requesting confidential treatment under Rule

24b-2 of the Exchange Act





12









 







to Altus an official receipt (or certified copy) or other documentation reasonably
acceptable to Altus evidencing such payment to such authorities.




     6.2. Payments to Altus, Conversion Rates. All payments to be made by CFFT under this
Agreement shall be payable in U.S. Dollars. The conversion rate used for all payments to be made
under this Agreement shall be the conversion rate published by the Wall Street Journal on the day
the payment is made. Payments shall be paid by CFFT on its account and on account of its
Sublicensees by wire transfer to Altus’ bank accounts in accordance with Altus wire transfer
instructions set forth in Exhibit 6.2 or to any other bank account that may be indicated by Altus
in writing. Altus shall provide CFFT in writing with such other information as CFFT may reasonably
require in connection with the making of the transfer. If at any time legal restrictions prevent
the prompt remittance of part or all of any such payment due under this Section 6.2, CFFT shall
have the right and option to make such payments by depositing the amount thereof in local currency
to Altus’ account.



     6.3. Records, Audits. CFFT shall keep and shall cause its Affiliates and Sublicensees to keep
accurate books and accounts of record in accordance with all applicable accounting standards and
law and regulations and consistent with the books and records of CFFT generally, that accurately
reflect all costs, expenses, and revenues relevant to the determination of any payment obligations
pursuant to this Agreement, including, without limitation, the calculation of any royalties or
other amounts due CFFT by any Sublicensee. CFFT shall maintain and shall cause its Affiliates and
Sublicensees to maintain such books and records for a period of at least three (3) full Calendar
Years after the end of the Calendar Quarter in which they were generated. Altus, together with its
independent representatives and accountants reasonably acceptable to CFFT (and subject to the
execution of an appropriate written agreement of confidentiality), shall be entitled to audit the
books and records of CFFT and its Affiliates at reasonable times and upon reasonable notice, solely
for purpose of verifying the correctness or completeness of any such report, determination, or
payment with respect to any Calendar Year ending not more than three (3) years before Altus’
request. The foregoing right of review may be exercised only once per Calendar Year and only once
with respect to any such periodic report and payment. The results of any such examination shall be
(a) limited to information relating to the sum being audited, and (b) treated as Confidential
Information. Altus shall bear the full cost of the performance of any such audit, unless such
audit discloses a variance to the detriment of Altus of more than [*] from the amount of the
original report, royalty, or payment calculation. In such case, CFFT shall bear the full cost of
the performance of such audit. CFFT shall, within ten days of receipt of the report of the
auditor, make a correcting payment to Altus in an amount sufficient to correct any underpayment
determined by the audit and to pay interest on the amount of the underpayment equal to [*] over the
prime rate as published from time to time by the Wall Street Journal, compounded annually, from the
date the underlying payments were originally due to the date of the correcting payment. Any
overpayment shall be promptly refunded by Altus to CFFT without interest.



Portions of this Exhibit are omitted and have been filed separately with the Secretary of the

Commission pursuant to the Registrant’s application requesting confidential treatment under Rule

24b-2 of the Exchange Act






13









 








7. CONFIDENTIAL INFORMATION.




     7.1. In General. The provisions of this Section 7.1 are subject to the exceptions contained
in Section 7.2. For a period of fifteen (15) years following the Effective Date, each Party (the
“Receiving Party”) will maintain all Confidential Information of the other Party (the “Disclosing
Party”) received by it under this Agreement in trust and confidence and will not disclose any such
Confidential Information to any Third Party or use any such Confidential Information for any
purposes other than those necessary or permitted for performance under this Agreement. Each Party
may use such Confidential Information only to the extent required to accomplish the purposes of
this Agreement. Confidential Information shall not be used for any purpose or in any manner that
would constitute a violation of Applicable Law. Confidential Information shall not be reproduced
in any form except as required to accomplish the intent of the Agreement. The Receiving Party (a)
shall only disclose the Disclosing Party’s Confidential Information to its employees, agents,
consultants, Affiliates, or Sublicensees who have a need to know such Confidential Information for
purposes of performing the Receiving Party’s obligations or exercising the Receiving Party’s rights
under this Agreement (collectively, “Authorized Representatives”) and (b) prior to making any such
disclosure to any Authorized Representative, shall obtain the prior written agreement of such
Authorized Representative to hold in confidence and not make use of such information for any
purpose other than those expressly permitted by this Agreement. Each Party will use at least the
same standard of care with respect to the Confidential Information of the other Party as it uses to
protect its own Confidential Information of a similar nature and to ensure that its Authorized
Representatives do not disclose or make any unauthorized use of such Confidential Information, but
no less than reasonable care. Each Party will promptly notify the other upon discovery of any
unauthorized use or disclosure of the other Party’s Confidential Information. The disclosure of
Altus’ Confidential Information by CFFT shall be subject to [*].



     7.2. Exceptions. The Receiving Party’s obligations under Section 7.1 shall not apply to
Confidential Information of the Disclosing Party to the extent that the Receiving Party can
establish that such Confidential Information:




     (a) was already known by the Receiving Party (other than under an obligation of
confidentiality) at the time of disclosure by the Disclosing Party and the Receiving Party
has documentary evidence to that effect;




     (b) was generally available to the public or otherwise part of the public domain at the
time of its disclosure to the Receiving Party;




     (c) became generally available to the public or otherwise part of the public domain
after its disclosure or development, as the case may be, other than through any act or
omission of the Receiving Party or any of its Authorized Representatives;



Portions of this Exhibit are omitted and have been filed separately with the Secretary of the

Commission pursuant to the Registrant’s application requesting confidential treatment under Rule

24b-2 of the Exchange Act





14









 









     (d) was disclosed to the Receiving Party, other than under an obligation of
confidentiality, by a Third Party who had no obligation to the Disclosing Party not to
disclose such information to the Receiving Party; or




     (e) was independently discovered or developed by or on behalf of the Receiving Party
without the use of any Confidential Information belonging to the Disclosing Party and the
Receiving Party has documentary evidence to that effect.



     7.3. Authorized Disclosure. Notwithstanding any provision of this Agreement to the contrary,
each Party may disclose Confidential Information belonging to the other Party to the extent such
disclosure is, in the reasonable opinion of legal counsel for the Party seeking to make such
disclosure, reasonably necessary to:




     (a) respond to a valid order of a court or other governmental body of the United States
or a foreign country, or any political subdivision thereof; provided, however, that the
responding Party shall (i) first have given reasonable advance written notice to the other
Party and (ii) at its sole expense, make all reasonable efforts to obtain a protective order
requiring that the Confidential Information so disclosed be used only for the purposes for
which the order was issued;




     (b) comply with Applicable Law, including securities law, the rules and regulations of
the U.S. Securities and Exchange Commission, the NASDAQ Stock Market, and their respective
foreign equivalents; provided, however, that the Party seeking to make such disclosure shall
(i) first have given reasonable advance written notice to the other Party, (ii) consult with
the other Party regarding the terms of this Agreement to be redacted in making any such
disclosure, and (iii) at its sole expense, make all reasonable efforts to secure
confidential treatment for such redacted terms as may be reasonably requested by the other
Party;




     (c) file or prosecute patent applications as contemplated by this Agreement; or




     (d) prosecute or defend litigation.



     7.4. Other Disclosures. A Party may disclose the terms of this Agreement in connection with a
prospective acquisition, merger or financing for such Party, to prospective acquirers or merger
candidates or to existing or potential investors or Sublicensees, provided that
prior to such disclosure each such candidate or investor shall agree in writing to be bound by
appropriate obligations of confidentiality and non-use.



     7.5. Publication. Neither Party shall submit for written or oral publication any manuscript,
abstract, or other medium that includes Confidential Information of the other Party without first
obtaining the prior written consent of such other Party, which consent shall not be unreasonably
withheld or delayed. The requesting Party shall make any such request a reasonably sufficient time
in advance of the proposed submission date and shall ensure that any



Portions of this Exhibit are omitted and have been filed separately with the Secretary of the

Commission pursuant to the Registrant’s application requesting confidential treatment under Rule

24b-2 of the Exchange Act






15









 







resulting publication notes
the contribution of each Party whether by acknowledgment, co-authorship, or otherwise.




     7.6. Equitable Remedies. The Parties acknowledge and agree that money damages may not be a
sufficient remedy for any breach or threatened breach of this Section 7 and that the Parties shall
be entitled, without the requirement of posting a bond or other security, to seek specific
performance and injunctive or other equitable relief as a remedy for any such breach or threatened
breach. Such remedies shall not be deemed to be the exclusive remedies for a breach
or threatened breach of this Section 7 but shall be in addition to all other remedies
available to the Parties at law or in equity.



     7.7. Procedure for Public Announcements. Neither Party will issue any press release or make
any public announcement concerning this Agreement without obtaining the prior consent of the other
Party to the content of the press release or announcement, which consent shall not be unreasonably
withheld or delayed. This Section 7.7 does not limit either Party’s right to make disclosures to
the extent required by Applicable Law. Notwitstanding the foregoing, CFFT, its Affliates and
Sublicensees may, without Altus consent, make public announcements regarding Development and
Commercialization Activities with respect to Products.



     7.8. No Limitation. The provisions of this Section 7 shall not limit either Party’s right to
use or disclose the Confidential Information of the other Party as expressly contemplated by the
provisions of this Agreement or the Letter Agreement, including without limitation, disclosure by
CFFT to its Sublicensees and use by CFFT or such Sublicensees in accordance with the terms of this
Agreement.



     7.9. Transferred Ownership. To the extent that this Agreement transfers ownership of any
Confidential Information from Altus to CFFT, (i) such information shall upon such transfer become
Confidential Information of CFFT, subject to the provisions of this Agreement as if such
information had been disclosed by CFFT to Altus and (ii) Sections 7.2(a) and 7.2(e) shall not apply
to such information. For the avoidance of doubt, any Confidential Information of Altus included in
the Intellectual Property exclusively licensed by Altus to CFFT as provided in Section 2.1 is
subject to the terms of such license and cannot be used by Altus or any other Person to Develop,
have Developed, Manufacture, have Manufactured or Commercialize any Product for use in the Field in
the Territory.



8. INTELLECTUAL PROPERTY OWNERSHIP, PROTECTION, AND RELATED MATTERS.





	 	8.1.	 	Patent Rights.






	 	(a)	 	Filing, Prosecution and Maintenance of Patent Rights.





Portions of this Exhibit are omitted and have been filed separately with the Secretary of the

Commission pursuant to the Registrant’s application requesting confidential treatment under Rule

24b-2 of the Exchange Act






16









 









	 	 	 	      (i) Altus Patent Rights. Altus shall have the first right but not the
obligation to, at [*] expense, prepare, file, prosecute and maintain each of
the Altus Patent Rights in all countries as Altus may determine in its sole
discretion. [*], in the event that Altus determines not to file, prosecute
or maintain any Altus Patent Right in any country, Altus shall notify CFFT of
such decision in time to allow CFFT, should it determine in its sole
discretion to do so, to file, prosecute or maintain such Altus Patent Right
in such country at [*] expense.






	 	(b)	 	Enforcement of Patent Rights.
	 
	 	 	 	      (i) Notification. Each Party will promptly notify the other in writing
of any alleged or threatened infringement of any Altus Patent Right
of which it becomes aware. Any notice delivered pursuant to this
Section 8.1(b) shall include any available evidence to support such an
allegation of infringement.
	 
	 	 	 	      (ii) Enforcement of Competitor Infringement. Except as otherwise
provided in this Section 8.1(b), [*], CFFT shall have the sole right but not
the obligation, at [*] cost and expense, to take action to obtain a
discontinuance of infringement or bring suit against a Third Party for any
Competitor Infringement. CFFT reserves the right to cause Altus, at [*] cost
and expense, to join CFFT as a party plaintiff to any such suit, where such
joinder is reasonably necessary or desirable for bringing enforcement for any
Competitor Infringement. CFFT shall bear [*] the expenses of any such suit
brought by CFFT for any Competitor Infringement.
	 
	 	 	 	      (iii) Other Enforcement. Except as otherwise provided in this Section
8.1(b), Altus shall have the sole right but not the obligation, at [*] cost
and expense, to take action to obtain a discontinuance of infringement or
bring suit against a Third Party infringer of any Altus Patent Right, other
than for Competitor Infringement. Altus reserves the right to cause CFFT, at
[*] cost and expense, to join Altus as a party plaintiff to any such suit,
where such joinder is reasonably necessary or desirable for the enforcement
of any applicable Altus Patent Right. Altus shall bear [*] the expenses of
any such suit brought by Altus claiming infringement of any applicable Altus
Patent Right.
	 
	 	 	 	      (iv) Cooperation. Each Party shall cooperate (including by executing
any documents required to enable the appropriate Party to initiate such
litigation) with the other Parties in any suit for infringement of any Altus
Patent Right brought by a Party against a Third Party in accordance with this
Section 8.1(b), at the sole cost and expense of the Party requesting such
cooperation. Subject to Section 8.1(d), no Party shall





Portions of this Exhibit are omitted and have been filed separately with the Secretary of the

Commission pursuant to the Registrant’s application requesting confidential treatment under Rule

24b-2 of the Exchange Act






17









 









	 	 	 	incur any liability
to any other Party as a consequence of such litigation or any unfavorable
decision resulting therefrom, including any decision holding any Altus Patent
Right invalid or unenforceable. Any recovery obtained by a Party as a result
of any such proceeding against a Third Party infringer shall be allocated
fully to the Party bringing the enforcement action [*].
	 
	 	(c)	 	Infringement of Third Party Rights.






	 	 	 	      (i) Course of Action. If the Development, Manufacture,
Commercialization or use of any Product, the practice of any Altus Patent
Right, or the exercise of any other right granted by Altus to CFFT hereunder
(collectively, the “Licensed Activities”) by CFFT, any CFFT Affiliate, or any
Sublicensee, is alleged by a Third Party to infringe a Third Party’s Patent
Right or other intellectual property right, the Party becoming aware of such
allegation shall promptly notify the other Party.
Additionally, if CFFT determines that, based upon the review of a Third
Party’s Patent Rights or other intellectual property rights, it may be
desirable to obtain a license from such Third Party with respect thereto so
as to avoid any potential suit between CFFT and such Third Party, CFFT shall
[*], initiate discussions with such Third Party to determine whether such
license is desirable.
	 
	 	 	 	      (ii) CFFT Option to Negotiate. In the event that a Party, notifies the
other Party that it has determined that, in order for CFFT, a CFFT Affiliate,
or any Sublicensee to engage in the Licensed Activities, it is necessary or
desirable to obtain a license under one or more Patent Rights or other
intellectual property rights owned or controlled by a Third Party
(collectively, “Third Party IP Rights”), CFFT shall have the sole right, but
not the obligation [*], to negotiate and enter into an agreement with such
Third Party, whereby CFFT is granted a license under such Third Party IP
Rights permitting CFFT, its Affiliates and each Sublicensee to practice such
Third Party IP Rights in connection with the Licensed Activities and the
performance of any of its obligations or the exercise of any of its rights
under this Agreement.
	 
	 	 	 	      (iii) Third Party Infringement Suit. If a Third Party sues CFFT, any of
CFFT’s Affiliates or any Sublicensee (each Person so sued being referred to
herein as a “Sued Party”), alleging that the Licensed Activities of such Sued
Party pursuant to this Agreement infringe or will infringe such Third Party’s
patent, then, upon CFFT’s request and in connection with the Sued Party’s
defense of any such Third Party infringement suit, Altus shall provide
reasonable assistance to the Sued





Portions of this Exhibit are omitted and have been filed separately with the Secretary of the

Commission pursuant to the Registrant’s application requesting confidential treatment under Rule

24b-2 of the Exchange Act






18









 









	 	 	 	Party for such defense. CFFT will
reimburse Altus for its costs and expenses incurred in providing such
assistance.






     (d) No Adverse Settlement. Notwithstanding the foregoing in this Section 8.1, (i)
without the prior written consent of CFFT, Altus shall neither admit nor acknowledge,
pursuant to the settlement of any claim or action or otherwise, the invalidity or
unenforceability of any Altus Patent Right to the extent that it Covers (x) the composition
of any Product, (y) any method of making any Product, or (z) any method of using any
Product, (ii) without the prior written consent of Altus, CFFT shall neither admit nor
acknowledge, pursuant to the settlement of any claim or action or otherwise, the invalidity
or unenforceability of any Altus Patent Right to the extent that it does not Cover either
(x) the composition of any Product, (y) any method of making any Product, or (z) any method
of using any Product and (iii) the settlement of any claim, litigation or proceeding by CFFT
shall be [*].



9. REPRESENTATIONS AND WARRANTIES.




     9.1. Mutual Representations and Warranties. Each Party represents and warrants to the other
as of the Effective Date that:




     (a) it is a corporation duly organized and validly existing under the laws of the state
of its incorporation;




     (b) the execution, delivery and performance of this Agreement by such Party has been
duly authorized by all requisite corporate action and does not require any shareholder
action or approval;




     (c) it has the power and authority to execute and deliver this Agreement and to perform
its obligations hereunder;




     (d) the execution, delivery and performance by such Party of this Agreement and its
compliance with the terms and provisions hereof does not and will not conflict with or
result in a breach of any of the terms and provisions of or constitute a default under (i) a
loan agreement, guaranty, financing agreement, agreement relating to one or more Patent
Rights or other agreement or instrument binding or affecting it or its property; (ii) the
provisions of its charter or operative documents or bylaws; or (iii) any order, writ,
injunction or decree of any court or governmental authority entered against it or by which
any of its property is bound;




     (e) it has been represented by legal counsel in connection with this Agreement and
acknowledges that it has participated in the drafting hereof and that, in interpreting and
applying the terms and provisions of this Agreement, no presumption shall exist or be
implied against the Party which drafted such terms and provisions; and



Portions of this Exhibit are omitted and have been filed separately with the Secretary of the

Commission pursuant to the Registrant’s application requesting confidential treatment under Rule

24b-2 of the Exchange Act






19









 









     (f) it shall at all times comply with all material laws and regulations applicable to
its activities under this Agreement.



     9.2. Representations and Warranties of Altus. Altus represents, warrants and covenants to
CFFT that, except as set forth on Schedule 9.2 hereto:




     (a) as of the Effective Date, the Altus Patent Rights and Assigned Patent Rights are
existing and, to the best of its knowledge, are not invalid or unenforceable, in whole or in
part;




     (b) it has the full right, power and authority to grant all of the right, title and
interest in the licenses granted to CFFT under this Agreement;




     (c) Except as provided in the Third Party Agreements, Altus is the sole and exclusive
owner of the Altus Patent Rights, the Assigned Patent Rights and Altus Trademarks existing
as of the Effective Date, all of which are free and clear of any liens, charges and
encumbrances, and neither any license granted by Altus to any Third Party, nor any license
granted by any Third Party to Altus, conflicts with the license grants to CFFT hereunder;




     (d) No Altus Patent Right or Assigned Patent Right existing as of the Effective Date is
subject to any funding agreement with any government or governmental agency;




     (e) As of the Effective Date, there are no claims, judgments or settlements against or
owed by Altus or, to the best of its knowledge, pending or threatened claims or litigation,
in either case relating to the Product, the Intellectual Property, the Assigned Patent
Rights or the Altus Trademarks;




     (f) As of the Effective Date, Altus is in compliance in all material respects with all
agreements with any Third Party relating to the Intellectual Property, the Assigned Patent
Rights, or the Altus Trademarks; and Altus will not enter into any Third Party agreement
adversely affecting the rights granted to CFFT hereunder or amend or terminate any Third
Party License Agreement in any manner that adversely affects any rights granted to CFFT
pursuant to this Agreement;




     (g) The Altus Patent Rights described on Schedule 1.5 comprise all Patent Rights
relevant to the Product included in the Intellectual Property as of the Effective Date and
the Assigned Patent Rights described on Schedule 1.9 comprise all Patent Rights relevant to
the Product that (i) are owned by Altus immediately prior to the Effective Date and (ii)
would otherwise have been included in the Altus Patent Rights but which exclusively Cover
(x) the composition of any Product, (y) any method of making any Product, or (z) any method
of using any Product; and



Portions of this Exhibit are omitted and have been filed separately with the Secretary of the

Commission pursuant to the Registrant’s application requesting confidential treatment under Rule

24b-2 of the Exchange Act






20









 









     (h) Each material Third Party License Agreement in effect as of the Effective Date is
described on Schedule 1.50 hereof.



     9.3. NO OTHER REPRESENTATIONS. THE EXPRESS REPRESENTATIONS AND WARRANTIES STATED IN THIS
AGREEMENT ARE IN LIEU OF ALL OTHER REPRESENTATIONS AND WARRANTIES, EXPRESS, OR IMPLIED, BY EITHER
PARTY, INCLUDING WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR
PURPOSE.



10. RECIPROCAL WAIVER AND RELEASE.




     10.1. Waiver and Release by Altus. Except for CFFT’s obligations under the Letter Agreement,
Altus, on behalf of itself and its Affiliates, hereby permanently and irrevocably releases, waives
and discharges any and all claims, causes of action, rights, remedies, charges and grievances that
Altus and/or its Affiliates have had, now have or may have at any time hereafter against CFFT or
any of CFFT’s Affiliates under or relating to the Alliance Agreement.



     10.2. Waiver and Release by CFFT. Except for Altus’ obligations under the Letter Agreement,
CFFT, on behalf of itself and its Affiliates, hereby permanently and irrevocably releases, waives
and discharges any and all claims, causes of action, rights, remedies, charges and grievances that
CFFT and/or its Affiliates have had, now have or may have at any time hereafter against Altus or
any of Altus’ Affiliates under or relating to the Alliance Agreement.



11. INDEMNIFICATION AND INSURANCE.




     11.1. Indemnification by CFFT. CFFT will indemnify, defend and hold harmless Altus, its
Affiliates, licensors and assignors, and each of its respective employees, officers, directors and
agents (each, a “Altus Indemnified Party”), from and against any and all liability,
loss, damage, expense (including reasonable attorneys’ fees and expenses) and cost
(collectively, a “Liability”) that the Altus Indemnified Party may be required to pay to one or
more Third Parties resulting from or arising out of:




     (a) Except for Altus’ obligations under the Letter Agreement, any claims of any nature
arising out of the Development, Manufacture or Commercialization of any Product on or after
the Effective Date;




     (b) any CFFT representation or warranty set forth herein being untrue when made; and/or




     (c) any breach by CFFT of any of its covenants under this Agreement;


except, in each case, to the extent caused by the gross negligence or willful misconduct of Altus
or any Altus Indemnified Party.




Portions of this Exhibit are omitted and have been filed separately with the Secretary of the

Commission pursuant to the Registrant’s application requesting confidential treatment under Rule

24b-2 of the Exchange Act






21









 








     11.2. Indemnification by Altus. Altus will indemnify, defend and hold harmless CFFT and its
Affiliates, and each of their respective employees, officers, directors and agents (each, a “CFFT
Indemnified Party”), from and against any and all Liabilities that the CFFT Indemnified Party may
be required to pay to one or more Third Parties resulting from or arising out of:




     (a) Except for CFFT’s obligations under the Letter Agreement, any claims of any nature
arising out of the Development, Manufacture or Commercialization of any Product on or before
the Effective Date;




     (b) any Altus representation or warranty set forth herein being untrue when made;
and/or




     (c) any breach by Altus of any of its covenants under this Agreement;


except, in each case, to the extent caused by the gross negligence or willful misconduct of CFFT or
any CFFT Indemnified Party.




     11.3. Procedure. Each Party will notify the other promptly in the event it becomes aware of a
claim for which indemnification may be sought hereunder. In furtherance and not in limitation of
the preceding sentence, in case any proceeding (including any governmental investigation) shall be
instituted involving any Party in respect of which indemnity may be sought pursuant to this Section
11 (Indemnification and Insurance), such Party (the “Indemnified Party”) shall promptly notify the
other Party (the “Indemnifying Party”) in writing within fifteen (15) days after the Indemnified
Party first becomes aware of such proceeding and the Indemnifying Party and Indemnified Party shall
promptly meet to discuss how to respond to any claims that are the subject matter of such
proceeding. The Indemnifying Party shall have the right to [*] the defense of any claim asserted
by a Third Party subject to indemnification obligations hereunder. The Indemnifying Party, upon
[*] the defense of such claim, shall retain counsel reasonably satisfactory to the Indemnified
Party to conduct the defense of such claim and shall pay the fees and expenses of such counsel
related to such proceeding. The Indemnified Party agrees to cooperate fully with the Indemnifying
Party in the
defense of any such claim, action or proceeding, or any litigation resulting from any such
claim. In any such proceeding, the Indemnified Party shall have the right to [*], but the fees and
expenses of such counsel shall be at the expense of the Indemnified Party unless (a) the
Indemnifying Party and the Indemnified Party shall have mutually agreed to the retention of such
counsel or (b) the named parties to any such proceeding (including any impleaded parties) include
both the Indemnifying Party and the Indemnified Party and representation of both such parties by
the same counsel would be inappropriate due to actual or potential differing interests between
them. All such fees and expenses shall be reimbursed as they are incurred. The Indemnifying Party
shall not be liable for any settlement of any proceeding effected without its written consent, but
if settled with such consent or if there be a final judgment for the plaintiff, the Indemnifying
Party agrees to indemnify the Indemnified Party from and against any loss or liability by reason of
such settlement or judgment. The Indemnifying Party shall not, without the



Portions of this Exhibit are omitted and have been filed separately with the Secretary of the

Commission pursuant to the Registrant’s application requesting confidential treatment under Rule

24b-2 of the Exchange Act






22









 







written consent of the
Indemnified Party, effect any settlement of any pending or threatened proceeding in respect of
which the Indemnified Party is, or arising out of the same set of facts could have been, a party
and indemnity could have been sought hereunder by the Indemnified Party, unless such settlement
includes an unconditional release of the Indemnified Party from all liability on claims that are
the subject matter of such proceeding.




     11.4. Insurance. Each of Altus and CFFT shall obtain and maintain commercial general
liability insurance with reputable and financially secure insurance carriers to cover its
indemnification obligations hereunder, with limits of not less than [*] per occurrence and in the
aggregate and product liability insurance with limits of not less than [*] per occurrence and in
the aggregate. Such insurance shall be procured with carriers having an A.M. Best Rating of A-VII
or better.



     11.5. Liability. Except to the extent such Party may be required to indemnify the other Party
under this Section 11 (Indemnification and Insurance) and with respect to any breach of Section 7
(Confidentiality), neither Party nor its respective Affiliates shall be liable to the other for
special, punitive or consequential damages, whether based on contract or tort, or arising under
applicable law or otherwise, in connection with this Agreement.



12. GOVERNMENT APPROVALS.




     12.1. HSR Filing. The Parties have each determined that no HSR Filing is required of it under
the HSR Act with respect to the transactions contemplated hereby.



     12.2. Other Government Approvals. Each of Altus and CFFT shall cooperate with the other Party
and use Commercially Reasonable Efforts to make all registrations, filings and applications, to
give all notices and to obtain as soon as practicable all governmental or other consents,
transfers, approvals, orders, qualifications authorizations, permits and waivers, if any, and to do
all other things necessary or desirable for the consummation of the transactions as contemplated
hereby.



13. MISCELLANEOUS.




     13.1. Notices. Any notice, request, information or other document to be given under this
Agreement to any Party by any other Party shall be in writing and delivered personally, sent
by registered or certified mail, postage prepaid, delivered by a nationally recognized
overnight courier service or transmitted by facsimile machine to such Party at the following
addresses or facsimile numbers (or at such other address or facsimile numbers that a Party may
specify by like notice):



Portions of this Exhibit are omitted and have been filed separately with the Secretary of the

Commission pursuant to the Registrant’s application requesting confidential treatment under Rule

24b-2 of the Exchange Act






23









 







If to Altus, to:



Altus Pharmaceuticals, Inc.

333 Wyman Street

Waltham, MA 02451

Telephone number: (781) 373-6000

Facsimile number: (781) 373-6001

Attention: Dr. Georges Gemayel, President



With a copy to:



Ropes & Gray LLP

One International Place

Boston, Massachusetts 02110

Telephone number: (617) 951-7000

Facsimile number: (617) 951-7050

Attention: Geoff B. Davis



If to CFFT:



Cystic Fibrosis Foundation Therapeutics, Inc.

6931 Arlington Road

Bethesda, MD 20814

Telephone number: (301) 907-2541

Facsimile number: (301) 907-2699

Attention: Robert J. Beall, Ph.D., President



With a copy to:



Schaner & Lubitz, PLLC

Telephone number: (202) 373-6518

Facsimile number: (202) 373-6001

Attention: Kenneth I. Schaner, Esq.





Notices delivered in person will be deemed effective when so delivered; notices delivered by
express delivery service will be deemed to effective when delivered as indicated by the
records of the express delivery service or, if receipt is refused for any reason, the date
on which delivery was first attempted; notices sent by facsimile (and appropriately followed
by personal or express delivery) will be deemed effective when delivery is confirmed by the
sending fax machine.



     13.2. Captions. The captions in this Agreement are for convenience of reference only and
shall not be given any effect in the interpretation of this Agreement.



     13.3. Expenses. Except as otherwise provided herein, each Party agrees to pay all costs
incurred by it in connection with the negotiation, execution and closing of any of the transactions



Portions of this Exhibit are omitted and have been filed separately with the Secretary of the

Commission pursuant to the Registrant’s application requesting confidential treatment under Rule

24b-2 of the Exchange Act






24









 







contemplated by this Agreement, including without limitation, all Out-of-Pocket Costs, accounting
fees and legal fees.




     13.4. No Waiver. The failure of a Party to insist upon strict adherence to any term of this
Agreement on any occasion shall not be considered a waiver or deprive that Party of the right
thereafter to insist upon strict adherence to that term or any other term of this Agreement. Any
waiver must be in writing.



     13.5. Severability; Integrated Transaction. In the event any one or more provisions of this
Agreement is held to be invalid or unenforceable in any respect, in whole or in part, such
illegality or unenforceability shall not affect the validity or enforceability of the other
provisions hereof and such other provisions shall remain in full force and effect, unaffected by
such invalidity or unenforceability; provided, however, that the Parties intend
that the transactions contemplated by this Agreement be treated as one integrated transaction and
that this Agreement not be subdivided for any purpose into separately assignable agreements.



     13.6. Entire Agreement; Termination of Alliance Agreement; Conflicts Between Agreements. This
Agreement and the Letter Agreement contains the entire agreement between the Parties hereto with
respect to the matters contemplated herein and supersedes all prior agreements or understandings
among the Parties related to such matters. The Alliance Agreement is hereby terminated by mutual
written consent of the Parties as of the Effective Date and is of no further force or effect.



     13.7. Amendment. This Agreement may not be amended or modified except by a written instrument
signed by the Parties.



     13.8. Limitation on Assignment. The terms, representations, warranties and covenants
contained in this Agreement shall be binding upon, and shall inure to the benefit of, and be
enforceable by, Altus and CFFT and their respective successors, transferees and permitted assigns.
This Agreement will not be assignable by either Party to any third party without the prior written
consent of the other Party; except that either Party may assign this Agreement without such consent
to an Affiliate of such Party and Altus may assign this Agreement without such consent to any Third
Party purchaser of all or substantially all of the portion of Altus’ business relating to the
treatment of pancreatic insufficiency provided that, notwithstanding such assignment(s), the
assigning Party shall retain its obligations pursuant to this Agreement. Any assignment that is
not in accordance with this Section 13.8 will be null and void ab initio.



     13.9. Governing Law. This Agreement shall be construed in accordance with, and governed by,
the internal laws of the Commonwealth of Massachusetts, without giving effect to the principles of
conflict of laws thereof.



     13.10. Arbitration. The Parties recognize the disputes as to certain matters may from time to
time arise. It is the objective of the Parties to establish procedures to facilitate the resolution
of such disputes arising under this Agreement in an expedient manner by mutual



Portions of this Exhibit are omitted and have been filed separately with the Secretary of the

Commission pursuant to the Registrant’s application requesting confidential treatment under Rule

24b-2 of the Exchange Act






25









 







cooperation and
without resorting to arbitration or litigation; except as set forth herein below.
The Parties agree that prior to any arbitration concerning this Agreement, disputes will be
elevated first to a member of CFFT’s senior management and Altus’s president or CEO, who will meet
and attempt in good faith to resolve any disputes concerning this Agreement, and any unresolved
disputes will be referred to mediation. Thereafter, in the event a dispute shall remain unresolved,
within thirty (30) days of a formal request by either Party to the other, any Party may, by written
notice to the other, have such dispute referred for final and binding arbitration to be conducted
in Washington, D.C. if the arbitration is requested by Altus, or in Boston, Massachusetts if the
arbitration is requested by CFFT, unless the Parties agree otherwise on a location. The arbitration
will be conducted under the then current Commercial Arbitration Rules of the American Arbitration
Association (“AAA”), by three (3) arbitrators who are knowledgeable in the subject matter that is
at issue in the dispute. One arbitrator will be selected by CFFT and one arbitrator will be
selected by Altus and the third arbitrator will be appointed by the AAA. In conducting the
arbitration, the arbitrators will determine what discovery will be permitted, consistent with the
goal of limiting the cost and time which the Parties must expend for discovery (and provided that
the arbitrators will permit such discovery they deem necessary to permit an equitable resolution of
the dispute) and will be able to decree any and all relief of an equitable nature, including but
not limited to such relief as a temporary restraining order, a preliminary injunction, a permanent
injunction, or specific performance. The arbitrators will also be able to award actual or general
damages (taking into account the agreements of the Parties contained herein) and attorney’s fees
and expenses and other reasonable costs incurred in by the prevailing Party in such arbitration,
and shall give effect to any liquidated damages provisions contained herein in making such award.
The arbitrators will not award any other form of damage (e.g., consequential, punitive or exemplary
damages). During the course of the arbitration neither Party may fail to perform its obligations
under this Agreement. The Parties will share equally the arbitrator’s fees and expenses pending the
resolution of the arbitration unless the arbitrators require the non-prevailing Party to bear all
or any portion of the costs of the prevailing Party. The decision of the arbitrators will be final
and binding and may be enforced by the Party in whose favor it runs in any court of competent
jurisdiction at the option of such Party. Notwithstanding anything to the contrary in this Section
13.10, either Party may seek immediate injunctive or other interim relief from any court of
competent jurisdiction with respect to any breach of Section 2 (Grants of Rights) or Section 7
(Confidential Information) hereof, or otherwise to enforce and protect the Patent Rights,
copyrights, trademarks, or other intellectual property rights owned or controlled by such Party. In
no event will a demand for arbitration be made after the date when the institution of a legal or
equitable proceeding based on such claim, dispute or other matter in question would be barred by
the applicable statute of limitations.




     13.11. Counterparts. This Agreement may be executed in counterparts, each of which shall be
deemed an original, and all of which together shall constitute a single agreement. Facsimile
transmissions of any executed original document and/or retransmission of any executed facsimile
transmission shall be deemed to be the same as the delivery of an executed original.



Portions of this Exhibit are omitted and have been filed separately with the Secretary of the

Commission pursuant to the Registrant’s application requesting confidential treatment under Rule

24b-2 of the Exchange Act





26









 








     13.12. Force Majeure. Neither Party will be liable to the other for failure or delay in the
performance of any of its obligations under this Agreement for the time and to the extent such
failure or delay is caused by earthquake, riot, civil commotion, war, hostilities between nations,
Law, Judgment embargo, action by the governmental body, act of God, storm, fire,
accident, labor dispute or strike, sabotage, explosion, or other similar or different
contingencies, in each case, beyond the reasonable control of the respective Party.



     13.13. Independent Contractors. The relationship between the Parties will be that of
independent contracting parties and nothing in this Agreement will be construed to create any other
relationship between CFFT and Altus. Except as expressly provided herein, no Party will have the
right, power or authority to assume, create or incur any expense, liability or obligation, express
or implied, on behalf of any of the other Parties.



     13.14. Further Assurances. At any time and from time to time, upon the written request of
CFFT and at the sole expense of CFFT, Altus will promptly and duly execute and deliver any and all
such further instruments, documents and agreements and take such further actions as CFFT may
reasonably require in order for CFFT to obtain the full benefits of this Agreement, in connection
with the licenses and assignments provided under Section 2 (Grants of Rights). At any time and from
time to time, upon the written request of Altus and at the sole expense of CFFT, CFFT will promptly
and duly execute and deliver any and all such further instruments, documents and agreements and
take such further actions as Altus may reasonably require in order for Altus to obtain the full
benefits of this Agreement.



     13.15. Interpretation. Except where the context otherwise requires, the use of any gender
herein shall be deemed to be or include any other gender, the use of the singular shall be deemed
to include the plural (and vice versa) and the word “or” is used in the inclusive sense. The words
“include”, “includes” and “including” shall be deemed to be followed by the phrase “without
limitation.” The word “will” shall be construed to have the same meaning and effect as the word
“shall.” Unless the context requires otherwise, (a) any definition of or reference to any
agreement, instrument or other document herein shall be construed as referring to such agreement,
instrument or other document as from time to time amended, supplemented or otherwise modified
(subject to any restrictions on such amendments, supplements or modifications set forth herein),
(b) any reference herein to any Person shall be construed to include the Person’s successors and
assigns, (c) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be
construed to refer to this Agreement in its entirety and not to any particular provision hereof and
(d) all references herein to Sections or Exhibits shall be construed to refer to Sections or
Exhibits of this Agreement.



[Signature Page Follows]




Portions of this Exhibit are omitted and have been filed separately with the Secretary of the

Commission pursuant to the Registrant’s application requesting confidential treatment under Rule

24b-2 of the Exchange Act






27









 









     In Witness Whereof, duly authorized representatives of the Parties have duly executed this
Agreement on the Effective Date.



	 	 	 	 	 	 	 
	ALTUS PHARMACEUTICALS INC.	 	CYSTIC FIBROSIS FOUNDATION
	 	 	 	 	THERAPEUTICS, INC.
	 
	 	 	 	 	 	 
	By

	 	/s/ Georges Gemayel
	 	By
	 	/s/ Robert J. Beall
	 

	 	 
	 	 	 	 
	 

	 	Name: Dr. Georges Gemayel
	 	 	 	Name: Robert J. Beall, Ph.D.
	 

	 	Title: President
	 	 	 	Title: President and Chief Executive Officer






Portions of this Exhibit are omitted and have been filed separately with the Secretary of the

Commission pursuant to the Registrant’s application requesting confidential treatment under Rule

24b-2 of the Exchange Act