Exhibit
10.29


AMENDED AND RESTATED RESEARCH
AGREEMENT


AMENDED AND
RESTATED RESEARCH AGREEMENT (this “Agreement”), dated as of February 22,
2007, by and between CombinatoRx, Incorporated, a Delaware corporation (the “Company”),
and CHDI, Inc., a New Jersey corporation (the “Foundation”). The Company
and the Foundation shall hereinafter be referred to individually as a “Party”
and collectively as the “Parties”. 


The Foundation
supports basic, applied and clinical research aimed at finding diagnoses,
treatments, cures and preventions of Huntington’s disease.


The Company is a
biopharmaceutical company focused on developing new medicines built from
synergistic combinations of approved drugs.


The Company and
the Foundation entered into that certain Research Agreement, dated as of August
9, 2005 (the “Effective Date”), as amended by that certain First
Amendment to Research Agreement, dated as of December 15, 2005 (the “Research
Agreement”), pursuant to which the Foundation engaged the Company as a
strategic partner to collaborate with the Foundation on a program to find and
develop drugs for Huntington’s disease.


The Company and
the Foundation desire to amend and restate the Research Agreement in its
entirety.


In consideration
of the mutual representations, warranties and covenants contained herein and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the Parties hereby agree as follows:


Research
Project


1.             Research Project.
The “Research Project” means the program of scientific research
described in Appendix A. The estimated time frames for completing
each Phase (as defined in Appendix A) of the Research Project together
with the corresponding estimated budget of the number and cost of the full-time
employees of the Company (“FTEs”) required to complete each such Phase
in such time frame is set forth in Appendix B (the “Research Project
Estimated Schedule and Budget”). For the avoidance of doubt, the Research
Project Estimated Schedule and Budget is not binding on the Parties. 













Management
of the Research Project


2.             Establishment of a
Joint Research Committee; Responsibilities of the Joint Research Committee.


(a)           Establishment of a
Joint Research Committee. The Parties hereby agree to establish within a
reasonable period of time following the date hereof a Joint Research Committee
(the “Joint Research Committee”) which shall comprise four members two
of which representatives shall be designated by each Party. 


(b)           Responsibilities of
the Joint Research Committee. The Joint Research Committee shall, among
other things, (i) oversee the coordination, implementation and conduct of the
Research Project; (ii) review the status and progress of the conduct of the
Research Project; (iii) discuss, negotiate and approve the Quarterly Research
Project Activities (as defined in Section 4(e) of this Agreement) and
Quarterly Research Project Payment (as defined in Section 4(f) of this
Agreement) for each Quarterly Research Project Period (as defined in Section
4(g) of this Agreement); (iv) determine if changes or additions are needed
to the Research Project or the estimated time frames or estimated budget of the
number and cost of the FTEs set forth in the Research Project Estimated
Schedule and Budget; (v) approve and implement any changes or additions to the
Research Project or the estimated time frames or estimated budget of the number
and cost of the FTEs set forth in the Research Project Estimated Schedule and
Budget; and (vi) facilitate on-going communications between the Parties.


(c)           Joint Research
Committee Operating Procedures. The Joint Research Committee shall
establish its own internal operating procedures and meeting schedule; provided,
however, the Joint Research Committee shall meet at least once every three
months during the conduct and performance of the Research Project. Any matter
which requires a decision by, or the approval of, the Joint Research Committee
under this Agreement (including any matter described in Appendix A)
shall require the affirmative consent of each representative of the Joint
Research Committee. At each meeting of the Joint Research Committee, one
representative shall be appointed to record and distribute the minutes of such
meeting.


Conduct
of the Research Project


3.             Conduct of the
Research Project; Conditions to the Continuation of the Research Project;
Quarterly Research Project Work Plans and Determination of Quarterly Research
Project Activities and Quarterly Research Project Payments; Required
Information in each Quarterly Research Project Work Plan.


(a)           Conduct of the
Research Project. The Company hereby agrees to devote such resources and
effort as is reasonably necessary to (i) conduct the Research Project in
accordance with Appendix A and each Quarterly Research Project Work
Plan (as defined in Section 3(c)(i) of this Agreement) and (ii) to
complete the Quarterly Research Project Activities described in each Quarterly
Research Project Work Plan during the













Quarterly Research
Project Period for such Quarterly Research Project Work Plan. If at any time
the Company makes a good faith determination that (A) the Research Project
cannot be conducted substantially in accordance with Appendix A or
the Research Project Estimated Schedule and Budget; (B) any Phase of the
Research cannot be substantially completed within the time frame set forth in
Research Project Estimated Schedule and Budget for such Phase; (C) the
Quarterly Research Project Activities described in a Quarterly Research Project
Work Plan cannot be substantially completed within the Quarterly Research
Project Period for such Quarterly Research Project Work Plan; or (D) the
continued conduct of the Research Project in accordance with Appendix A
is unlikely to yield scientifically valid or useful results, the Company shall
promptly give notice (a “Change of Circumstances Notice”) to the
Foundation.


(b)           Conditions to the
Continuation of the Research Project. Unless otherwise agreed to by the
Foundation pursuant to a notice delivered to the Company in accordance with
this Agreement, the Company hereby agrees that the Company shall not proceed to
conduct or perform any Phase of the Research Project if the Company does not
first satisfy or achieve each of the conditions (the “Scientific Milestones”)
set forth in Appendix C at the time specified in respect of (i)
such Phase or (ii) any prior Phase of the Research Project which is required or
otherwise necessary to be satisfied or achieved prior to beginning the conduct
or performance of any subsequent Phase of the Research Project. The
determination of whether a Scientific Milestone has been satisfied or achieved
shall be determined by the Joint Research Committee. 


(c)           Quarterly Research
Project Work Plans and Determination of Quarterly Research Project Activities
and Quarterly Research Project Payments; Required Information in each Quarterly
Research Project Work Plan.


(i)            Quarterly
Research Project Work Plans and Determination of Quarterly Research Project
Activities and Quarterly Research Project Payments. The Quarterly Research
Project Activities and Quarterly Research Project Payment for the Quarterly
Research Project Period ended March 31, 2007 (the “Initial Quarterly
Research Project Period”) are set forth in Appendix D-1 (the “Initial
Quarterly Research Project Work Plan”). Prior to the commencement of each
Quarterly Research Project Period following the Initial Quarterly Research
Project Period, (i) the Joint Research Committee shall meet to discuss the
Quarterly Research Project Activities and Quarterly Research Project Payment
for the next Quarterly Research Project Period and (b) the Parties shall
execute a work plan (each such work plan together with the Initial Quarterly
Research Project Work Plan hereinafter referred to as the “Quarterly
Research Project Work Plans”) to Appendix D setting forth the agreed
upon Quarterly Research













Project Activities
(including and Quarterly Research Project Payment for the next Quarterly
Research Project Period. The Parties hereby agree that the Research Project
Estimated Schedule and Budget shall be referred to by the Joint Research
Committee to develop the Quarterly Research Project Work Plans.


(ii)           Required
Information in each Quarterly Research Project Work Plan. Each Quarterly
Research Project Work Plan shall set forth (A) a detailed description of the Quarterly
Research Project Activities to be conducted by the Company during the
applicable Quarterly Research Project Period; (B) a detailed breakdown of the
FTEs to be utilized by the Company to conduct such Quarterly Research Project
Activities; (C) a list of Foundation Provided Materials (as defined in Section
3(d) of this Agreement) and related Foundation Provided Material
Information (as defined in Section 3(d) of this Agreement) to be
utilized by the Company to conduct such Quarterly Research Project Activities;
and (D) a detailed breakdown of (1) the Specialized
Third Party Licenses and Services (as defined in Section 4(f) of
this Agreement) to be utilized by the Company to conduct such Quarterly
Research Project Activities and (2) the Specialized
Third Party Licenses and Services Cost of each such Specialized Third Party
Licenses and Service. 


(d)           Foundation Provided
Materials.


(i)            Definitions.
For the purposes of this Agreement, the following terms have the meanings set
forth below:


(A)          “Foundation
Provided Materials” means the physical samples of cell lines, compounds,
reagents and other materials, in each case as agreed upon by the Joint Research
Committee to be provided to the Company by, or on behalf of, the Foundation to
enable the Company to conduct the Research Project.


(B)           “Foundation
Provided Material Information” means all information relating to a
Foundation Provided Material that is provided to the Company by, or on behalf
of, the Foundation.


(ii)           Obligation
to Provide Foundation Provided Materials and Foundation Provided Material
Information. The Foundation shall be responsible for all aspects of
acquiring and providing to the Company sufficient amounts of the Foundation
Provided Materials together with the Foundation Provided Material Information
related thereto as is agreed upon by the Joint Research Committee. 













Except for (A) any
compounds which constitute Foundation Provided Materials and (B) any
information related to any compounds which constitute Foundation Provided
Materials, the Foundation hereby represents and warrants that the Foundation
shall have the right to transfer, or cause to be transferred, to the Company
for the purposes of the conduct of the Research Project all such Foundation
Provided Materials and Foundation Provided Material Information. The Foundation
hereby further represents and warrants that all such Foundation Provided
Materials and Foundation Provided Material Information provided to the Company
by, or at the direction of, the Foundation will be provided to the Company in
compliance with all applicable federal, state, local and international laws,
rules, regulations, orders and guidelines. 


(iii)          Use
and Ownership of Foundation Provided Material Information and Foundation
Provided Materials. The Company hereby agrees that the Foundation Provided
Material Information and the Foundation Provided Materials (1) shall be used by
the Company for the sole purpose of conducting the Research Project and for no
other purpose and (2) shall not, without the written consent of the Foundation,
be transferred to any third party. Except to the extent required to enable the
Company to conduct the Research Project, the Company hereby further agrees that
it will not, directly or indirectly, reverse engineer, deconstruct or in any
way analyze or determine the identity, structure or composition of any
Foundation Provided Materials or the properties thereof (chemical, biochemical,
physical, biological or other). The
Company hereby acknowledges and further agrees that (a) as between the Company
and the Foundation, the Foundation owns the Foundation Provided Material
Information and Foundation Provided Materials and (b) the Company shall have no
ownership or other interest in any Foundation Provided Material Information or
Foundation Provided Materials. 


(iv)          Retention
of Foundation Provided Materials. The Company shall retain all unused
Foundation Provided Materials for a period (each, a “Foundation Provided
Materials Retention Period”) of 180 days following the completion of the
Research Project. During each Foundation Provided Materials Retention Period,
the Company shall, at the Foundation’s request and expense, ship all or part of
the unused Foundation Provided Materials subject to such Foundation Provided
Materials Retention Period to the Foundation or to such third party as the
Foundation shall direct in writing. Upon the expiration of such Foundation
Provided Materials Retention Period, the Company shall appropriately discard or
destroy all such unused Foundation Provided Materials.













Payments


4.             Definitions.
For the purposes of this Agreement, the following terms have the meanings set
forth below:


(a)           “Applicable FTE Rate”
means, with respect to each FTE (on an annual basis), (i) if the FTE is conducting activities in respect of any Phase of the
Research Project other than Phase 2 of the Research Project, US$250,000, and
(ii) if the FTE is conducting activities in respect of Phase 2 of the Research
Project, US$275,000.


(b)           “Milestone Payments”
means, collectively, each of the amounts set forth in Appendix E.


(c)           “Payments”
means, collectively, the Quarterly Research Project Payments together with the
Previously Conducted Activities Payment and the Milestone Payments.


(d)           “Previously
Conducted Activities Payment” means an amount equal to $[551,187 + 55,913 = 610,100] [MY CALCULATION SHOWS THE CATCH UP PAYMENT
TO BE $551,415 + 55,913 = 610,328. THIS IS A FEW HUNDRED DOLLARS MORE THEN YOUR
CALCULATION — SEE THE ATTACHED APPENDIX B SPREADSHEET SO WE CAN SEE IF IT CAN
BE RECONCILED. ALSO, RE THE OUTSIDE COSTS I WILL NEED COPIES OF THE SPECIFIC
INVOICES FOR THE COSTS FOR WHICH REIMBURSEMENT IS BEING SOUGHT IN ORDER TO GET
THEM APPROVED AND PAID — PLEASE SEND THEM TO ME AT YOUR CONVENIENCE (NOTE THAT
THE PATENT COSTS ARE TO BE SHARED EQUALLY PER THE AGREEMENT SO WE ALSO NEED TO
CONFIRM THAT THE FIGURE REPRESENTS ONE-HALF THE PATENT COSTS ACTUALLY
INCURRED.]


(e)           “Quarterly Research
Project Activities” means, with respect to each Quarterly Research Project
Period, the activities and related milestones and goals agreed upon by the
Joint Research Committee to be conducted and achieved by the Company in respect
of conducting the Research Project during such Quarterly Research Project
Period.


(f)            “Quarterly Research
Project Payment” means, with respect to each Quarterly Research Project
Period, the amount of the payment agreed upon by the Joint Research Committee
to be made by the Foundation to the Company to complete the Quarterly Research
Project Activities agreed upon by the Joint Research Committee for such
Quarterly Research Project Period. Each Quarterly Research Project Payment
shall be calculated based upon the Applicable FTE Rate and the number of FTEs
agreed upon by the Joint Research Committee to complete the Quarterly













Research Project
Activities for a specific Quarterly Research Project Period. 


(g)           “Quarterly Research
Project Period” means, with respect to each calendar year, each of the
three-month periods ended March 31, June 30, September 30 and December 31.


(h)           “Specialized Third
Party Licenses” means those special third party licenses that must be
entered into by the Company to use a reagent, cell line, compound or other
material which are necessary to enable the Company to conduct the Research
Project as agreed upon by the Joint Research Committee. 


(i)            “Specialized Third
Party Licenses and Services” means the Specialized Third Party Licenses
together with the Specialized Services. 


(j)            “Specialized Third
Party Services” means those specialized services to be performed by a third
party which are necessary to enable the Company to conduct the Research Project
as agreed upon by the Joint Research Committee. 


5.             General Obligation to Make Payments; Payment
of the Previously Conducted Activities Payment; Milestone Payments;
Maximum Amount of Payments; Reimbursement
for Specialized Third Party Licenses and Services. 


(a)           General Obligation to Make Payments.
In full consideration of the performance by the Company of its obligations
under this Agreement, the Foundation shall make the Payments to the Company for
the Research Project as provided in, and subject to the terms and conditions
of, this Agreement. All Payments will be remitted to the Company at the address
set forth in Section 27 of this Agreement.


(b)           Payment of the Previously Conducted
Activities Payment. Within 30 days of the execution and delivery of this
Agreement by the Parties, the Foundation shall pay the Previously Conducted
Activities Payment to the Company. 


(c)           Milestone Payments. Within 30 days of the determination
by the Joint Research Committee that the conditions for a Milestone Payment
have been achieved or satisfied, the Foundation shall pay the applicable
Milestone Payment to the Company. 


(d)           Maximum Amount of
Payments. The Company hereby acknowledges and agrees that, notwithstanding
any of provision of this Agreement, the aggregate amount of all Payments
required to be made by the Foundation under this Agreement together with all
amounts paid by the Foundation to the Company under the Research Agreement
shall not exceed $6,700,000, unless mutually agreed by the Parties in writing. 













(e)           Reimbursement for Specialized Third
Party Licenses and Services. Subject to the Company obtaining the prior
consent of the Joint Research Committee, the
Foundation shall reimburse the Company for all costs incurred by the Company in
connection with the Specialized Third Party Licenses and Services provided
that the terms and conditions upon which such Specialized Third Party Licenses and Services are to be licensed
or provided are approved in writing by the Foundation (collectively, the “Specialized Third Party Licenses and Services
Costs”).


6.             Delivery of the
Quarterly Research Project Period Notices; Required Information in each
Quarterly Research Project Period Notice; Review of Quarterly Research Project Period Notice; Quarterly
Research Project Payment Adjustment. 


(a)           Delivery of the
Quarterly Research Project Period Notices; Required Information in each
Quarterly Research Project Period Notice.


(i)            Delivery
of the Quarterly Research Project Period Notices. The Company shall deliver
a written notice (each, a “Quarterly Research Project Notice”) to the
Foundation promptly following the end of each Quarterly Research Project
Period.


(ii)           Required
Information in each Quarterly Research Project Notice. Each Quarterly
Research Project Notice shall be given in respect of the most recently ended
Quarterly Research Project Period and shall:


(A)          set forth
the Quarterly Research Project Period covered by such Quarterly FTE Notice;


(B)           set forth
a detailed analysis of the status and progress made by the Company towards the
completion of the Quarterly Research Project Activities for such Quarterly
Research Project Period; 


(C)           set forth
a detailed breakdown of the number of FTEs utilized by the Company to conduct
the Quarterly Research Project Activities for such Quarterly Research Project
Period (including the name and title of each such FTE and the amount of time
spent by each such FTE conducting the Quarterly Research Project Activities
during such Quarterly Research Project Period); 


(D)          set forth
a detailed breakdown of the Specialized
Third Party Licenses and Services Costs actually paid by the Company
during such Quarterly Research Project Period (together with appropriate
documentation evidencing any such Specialized
Third Party Licenses and Services Cost and payment made in respect thereof);
and 













(E)           include a
certification by the Company that all of the information provided in such
Quarterly Research Project Notice is true, complete and correct. 


(b)           Review of Quarterly
Research Project Notice; Quarterly Research Project Payment; Reimbursement of Specialized Third Party Licenses and Services
Costs.


(i)            Review
of Quarterly Research Project Notice. Beginning on the date of the receipt
of a Quarterly Research Project Notice in respect of a Quarterly Research
Project Period, the Foundation shall have a period (the “Quarterly Research
Project Notice Review Period”) of 15 days to (A) review such Quarterly
Research Project Notice and (B) request such additional information from the
Company as may be reasonably required by the Foundation to verify the
information set forth in such Quarterly Research Project Notice.


(ii)           Quarterly
Research Project Payment. If the Foundation makes a determination that the
Company has completed all of the Quarterly Research Project Activities for such
Quarterly Research Project Period to the reasonable satisfaction of the
Foundation, the Foundation shall make the Quarterly Research Project Payment in
respect of such Quarterly Research Project Period in accordance with the terms
of this Agreement within 30  days of the
expiration of the Quarterly Research Project Notice Review Period. 


(iii)          Adjustment
of Quarterly Research Project Payment.


(A)          If the
Foundation makes a determination that either (1) the Company has not completed
all of the Quarterly Research Project Activities for such Quarterly Research
Project Period to the reasonable satisfaction of the Foundation or (2)
information set forth in such Quarterly Research Project Notice is not true,
complete and correct, promptly following the expiration of the Quarterly
Research Project Notice Review Period, the Foundation shall (a) deliver a
written notice (each, a “Quarterly Research Project Payment Adjustment
Notice”) to the Company setting forth (i) the basis for such determination
and (ii) based upon such determination, the amount (the “Quarterly Research
Project Payment Adjustment Amount”) by which the Quarterly Research Project
Payment in respect of such Quarterly Research Project Period should be reduced
and (b) make a payment to the Company in respect of such Quarterly Research
Project Period in an amount equal to the Quarterly Research Project Payment in
respect of such













Quarterly Research
Project Period minus the Quarterly Research Project Payment Adjustment
Amount (such payment to be made in accordance with the terms of this Agreement
within 30 days of the expiration of the Quarterly Research Project Notice
Review Period). 


(B)           If the
Company disagrees with the information set forth in such Quarterly Research
Project Payment Adjustment Notice (including the Quarterly Research Project
Payment Adjustment Amount), the Company shall, within 10 days following receipt
of such Quarterly payment Adjustment Notice, deliver a written notice (each, a “the
Company Dispute Notice”) setting forth the basis for such disagreement. If
the Company does not deliver an the Company Dispute Notice to the Foundation
within 10 days following receipt of such Quarterly payment Adjustment Notice,
the Parties hereby agree that the Quarterly Research Project Payment Adjustment
Amount set forth in such Quarterly Research Project Payment Adjustment Notice
shall be final and binding for purposes of this Agreement.


(C)           If the
Company delivers an the Company Dispute Notice, the Parties shall negotiate in
good faith to reach an agreement with respect to such Quarterly Research
Project Payment Adjustment Amount and the additional amount, if any, of the
adjusted Quarterly Research Project Payment to be made by the Foundation. If
the Parties do not reach an agreement regarding such Quarterly Research Project
Payment Adjustment Amount and adjusted Quarterly Research Project Payment, the
Parties hereby agree that the disagreement shall be resolved in accordance with
the dispute resolution procedures set forth in Section 29 of this
Agreement. Any additional payment to be made by the Foundation in respect of
such Quarterly Research Project Payment Adjustment Amount and adjusted
Quarterly Research Project Payment following the resolution of any such
disagreement shall be made in accordance with the terms of this Agreement
within 30 days of the resolution of any such disagreement. 


(iv)          Reimbursement
of Specialized Third Party
Licenses and Services Costs. The
Foundation shall reimburse the Company for all Specialized Third Party Licenses
and Services Costs actually paid by the Company for Specialized Third Party
Licenses and Services in respect of such Quarterly Research Project
Period within 30  days of the expiration of the Quarterly
Research Project Notice Review Period. 













7.             Conditions to the
Foundation’s Payments. 


(a)           Specific Conditions
to Payments by the Foundation. The Foundation may, but shall not be
obligated to, make any specific payment to the Company  for the Research Project required by this
Agreement if the Company does not first satisfy or achieve each of the
conditions set forth in this Agreement (including any attachment to this
Agreement) at the time specified in this Agreement (including any attachment to
this Agreement) relating to the specific payment to be made by the Foundation
to the Company which is required to be satisfied or achieved prior to the
making of such payment by the Foundation.


(b)           General Conditions
to Payments by the Foundation. The Foundation may, but shall not be
obligated to, make any payments to the Company for the Research Project
required by this Agreement upon the occurrence and continuation of any of the
following events:


(i)            Change
in Research Project. The Company gives a Change of Circumstances Notice to
the Foundation;


(ii)           Breach
of this Agreement. There is a material breach of any representation,
warranty or covenant of this Agreement by the Company; or


(iii)          Bankruptcy
Event. There is a Bankruptcy Event involving the Company (as defined in Section
23 of this Agreement).


Results;
High Q Research Group and Results Sharing


8.             Definitions.
For the purposes of this Agreement, the following terms have the meanings set
forth below:


(a)           “High Q Research
Group” means a community of investigators and organizations funded by the
Foundation and its affiliates whose objective is to find diagnoses, treatments,
cures and preventions of Huntington’s disease.


(b)           “Results” means
any scientifically valid methods, data, outcomes or other results made in the
course of the conduct, or resulting from the performance, of the Research
Project and includes any reagents, cell lines, compounds, animal models or
other materials produced in the course of the conduct, or resulting from the
performance, of the Research Project. For the avoidance of doubt, Results shall
not include any Company Background Intellectual Property (as defined in Section
13(a)).


(c)           “Third Party Results”
means any scientifically valid methods, data, outcomes or other results (i)
made in the course of the conduct, or resulting from the performance, of
research conducted by members of the 













High Q Research Group (as
defined in Section 12(a) of this Agreement) (other than the Company) and
(ii) funded by the Foundation or one of its affiliates.


9.             High
Q Research Group; Sharing of Results With Others.


(a)           Participation in the
High Q Research Group. Subject to the terms of this Agreement, the Company
hereby acknowledges and agrees that it is participating in the High Q Research
Group.


(b)           Delivery of Results
to the Foundation; Withdrawal of Results; Results Deemed Confidential
Information; Exclusion of Company Background Intellectual Property. 


(i)            Delivery
of Results to the Foundation; Withdrawal of Results. The Company shall
inform the Foundation of all Results produced or discovered within a reasonable
period of time following the production or discovery of each such Result (and,
in the case of any reagents, cell lines, compounds, animal models or other
materials constituting Results, upon the request of the Foundation, deliver
such materials as directed by the Foundation). If at any time after informing
the Foundation of Results pursuant to this Section 9(b), the Company
determines that there is a reasonable scientific basis to conclude that such
Results are not scientifically valid, the Company shall promptly so notify the
Foundation. 


(ii)           Results
Deemed Confidential Information. The Parties hereby agree that all Results
shall be deemed Confidential Information (as defined in Section 17 of this
Agreement) and treated as Confidential Information by each of the Parties in
accordance with the terms of Section 17 and Section 18 of this
Agreement until, the earlier to occur of (A) the Publication (as defined in Section
19(a) of this Agreement) of such Results by the Company and (B) the
disclosure of such Results by the Foundation pursuant to Section 9(f) of
this Agreement.


(iii)          Exclusion
of Company Background Intellectual Property. For the avoidance of doubt,
the Foundation hereby agrees that the Company shall not be required to share or
otherwise disclose or distribute any Company Background Intellectual Property
(as defined in Section 10).


(c)           Disclosure of
Results Within the High Q Research Group; Reimbursement of Expenses. 


(i)            Disclosure
of Results Within the High Q Research Group. At any time following the
60-day period beginning on the date that the Company discloses Results to the
Foundation, the Foundation may













disclose such
Results to any member of the High Q Research Group who has agreed to each of
the covenants set forth in Section 9(d) of this Agreement with respect
to any Results disclosed to such member. For the avoidance of doubt, such
member shall be bound and obligated to treat any Results disclosed to such
member in the same manner and extent as the Company is bound and obligated to
treat any Third Party Results disclosed to the Company under Section 9(d).



(ii)           Reimbursement
of Expenses. The Foundation hereby agrees to reimburse the Company for all
reasonable direct costs and expenses incurred by the Company in complying with
any request by the Foundation to provide Results to any member of the High Q
Research Group pursuant to this Section 9. The Company shall submit
invoices (including all relevant receipts, if any) to the Foundation for all
such costs and expenses incurred by the Company on a monthly basis. Each
invoice shall be paid by the Foundation within 30 days of the receipt of such
invoice from the Company for such costs and expenses.


(d)           Disclosure of Third
Party Results to the Company. With respect to any Third Party Results
disclosed to the Company, the Company hereby agrees:


(i)            to hold
all Third Party Results in confidence until such Third Party Results are
Published or otherwise made publicly available (except by breach of this
Agreement) so that the disclosure of the Third Party Results among members of
the High Q Research Group does not constitute a public disclosure and so that
the ability to patent the Third Party Results is preserved; provided, however,
the Company shall not be required to hold any Third Party Results in confidence
if such Third Party Results (A) were previously known by  the Company other than by reason of
disclosure by the Foundation; (B) were publicly disclosed except by breach of
this Agreement either prior to or subsequent to the receipt of such Third Party
Results by the Company; (C) are rightfully received by the Company from a third
party without an express obligation of confidence to the Foundation or the
member of the High Q Research Group who discovered such Third Party Results;
(D) are independently developed by the Company without use or reliance upon
Third Party Results provided by the Foundation; (E) are disclosed pursuant to
any applicable federal, state, local or international law, or any judicial or
government request, requirement or order, provided that the Company takes
reasonable steps to provide the Foundation with sufficient prior notice in
order to allow the Foundation to contest such request, requirement or order;













(ii)           to discuss
the Third Party Results only with those employees of the Company that are
advised (A) of the confidential nature of the Third Party Results and (B) that
the Third Party Results must not be shared with anyone outside of the Company
until the Third Party Results are made publicly available;


(iii)          until
the Third Party Results are made publicly available, to not Publish or
otherwise publicly disclose methods, data or other results which are derived
using the Third Party Results without appropriate written permission; and


(iv)          to
acknowledge other researchers appropriately if the Third Party Results have
contributed to a Publication or presentation of Results.


(e)           Disclosure not to
Constitute Publication. The Parties acknowledge that it is the intention of
the Foundation, the Company and the other members of the High Q Research Group
that the sharing of Results and Third Party Results among members of the High Q
Research Group is to be conducted in a manner so that such sharing shall not
constitute “disclosure” for patent purposes.


(f)            Disclosure of
Results Outside the High Q Research Group. With respect to each Result
disclosed by the Company to the Foundation, on and after the later to occur of
(i) the fifth anniversary of the date hereof and (ii) three years after the
date of the disclosure of such Result (such later date hereinafter referred to
as the “Disclosure Date”), the Foundation shall have the right to
disclose (other than through Publication) such Result to any individual or
organization without any restrictions unless prior to the Disclosure Date the
Company notifies the Foundation that there exists good reasons for such
disclosure to be withheld for an additional six-month period, in which case the
Disclosure Date will be extended for an additional six months and the
provisions of this Section 9(f) shall apply to such new Disclosure Date.


Intellectual Property


10.           Definitions. For
the purposes of this Agreement, the following terms have the meanings set forth
below:


(a)           “Company Background
Intellectual Property” means Intellectual Property owned or licensed by the
Company prior to the date hereof that is applied to the Research Project at any
time together with any modifications or enhancements to such Intellectual
Property Made in the course of the conduct, or resulting from the performance,
of the Research Project or the term of this Agreement, whichever is longer.













(b)           “HD Field of Use”  means any activity useful for creating, researching,
developing, manufacturing, distributing or selling a product, process or
service for diagnosing, treating, curing or preventing Huntington’s disease.


(c)           “HD Intellectual
Property” means any Intellectual Property (other than Company Background
Intellectual Property) Made in the course of the conduct, or resulting from the
performance of, the Research Project that (i) relates to Huntington’s disease
or (ii) is useful for the creation, development, manufacture or distribution of
a product or service for the diagnosis, treatment, cure or prevention of
Huntington’s disease’’. For the avoidance of doubt, HD Intellectual Property
shall not include any Company Background Intellectual Property.


(d)           “HD Intellectual
Property Diagnostic or Tool” means any HD Intellectual Property which may
be used for diagnostic applications or as a tool for drug discovery in
connection with any disease other than Huntington’s disease.


(e)           “HD Research and
Development” means any activity useful for the creation, development,
manufacture or distribution of a product or service for the diagnosis,
treatment, cure or prevention of Huntington’s disease other than the sale of
such product or service. For the avoidance of doubt, HD Research and
Development shall not include any right to sell a product or service (including
any transfer of services or products made using intellectual property rights,
whether or not for consideration, other than a transfer of services or products
solely for research and development purposes without fee or profit).


(f)            “Intellectual
Property” means any discovery, invention, formulation, know-how, method,
technological development, enhancement, modification, improvement, work of
authorship, computer software (including, but not limited to, source code and
executable code) and documentation thereof, data or collection of data, whether
patentable or not, or susceptible to copyright or any other form of legal
protection.


(g)           “Made” when used
in relation to any Intellectual Property means the conception, discovery,
invention or first actual reduction to practice of such Intellectual Property,
as the case may be.


(h)           “Non-HD Intellectual
Property” means any Intellectual Property Made in the course of the
conduct, or resulting from the performance of, the Research Project that is not
HD Intellectual Property ‘‘. For the avoidance of doubt, Non-HD Intellectual
Property shall not include any Company Background Intellectual Property.


(i)            “Non-Patentable HD
Intellectual Property” means any HD Intellectual Property that is not
Patentable HD Intellectual Property.


















(j)                                     “Patentable
Intellectual Property” means all Patentable HD Intellectual Property and
Patentable Non-HD Intellectual Property.


(k)                                  “Patentable
HD Intellectual Property” means any HD Intellectual Property which (i) is
or may be patentable or otherwise protectable under Title 35 U.S.C. and
corresponding legislation in other jurisdictions and (ii) is the subject of a
patent or pending patent application, including any continuation,
continuation-in-part, division, extension, substitute, re-examination, reissue
and any other derivative application or patent.


(l)                                     “Patentable
Non-HD Intellectual Property” means any Non-HD Intellectual Property which
(i) is or may be patentable or otherwise protectable under Title 35 U.S.C. and
corresponding legislation in other jurisdictions and (ii) is the subject of a
patent or pending patent application, including any continuation,
continuation-in-part, division, extension, substitute, re-examination, reissue
and any other derivative application or patent.


(m)                               “Research
and Development” means any activity useful for the creation, development,
manufacture or distribution of a product or service other than the sale of such
product or service. For the avoidance of doubt, Research and Development shall
not include any right to sell a product or service (including any transfer of
services or products made using intellectual property rights, whether or not
for consideration, other than a transfer of services or products solely for
research and development purposes without fee or profit).


11.                                 Ownership
of Intellectual Property.


(a)                                  Ownership
of HD Intellectual Property. The Foundation and the Company shall jointly
own in equal shares all HD Intellectual Property. Each of the Parties hereby
agrees that it will not sell or otherwise transfer its title to any HD
Intellectual Property to any third party other than an affiliate provided that
such affiliate takes title to such HD Intellectual Property (i) subject to the
rights of the non-transferring Party in such HD Intellectual Property under
this Agreement and (ii) assumes the obligations of the transferring Party with
respect to such HD Intellectual Property under this Agreement.


(b)                                 Ownership
Rights of Non-HD Intellectual Property. The Company shall own all Company
Background Intellectual Property and all Non-HD Intellectual Property. Except
as expressly set forth in this Agreement, the Foundation shall have no interest
in any Non-HD Intellectual Property resulting from, or conceived during, the
Research Project.













12.                                 Intellectual
Property; Patentable HD Intellectual Property.


(a)                                  Notice
of Intellectual Property. If either Party believes that any Intellectual
Property has been Made in the course of the conduct, or resulting from the
performance of, the Research Project, such Party will, within a reasonable
period of time thereafter, give notice (an “Invention Notice”) of such
Intellectual Property to the other Party. Such Intellectual Property Notice
shall describe in reasonable detail the Intellectual Property that such Party
believes has been Made and state whether such Party believes that such
Intellectual Property is Patentable Intellectual Property.


(b)                                 Prosecution
of Patentable HD Intellectual Property; Inventorship.


(i)                                     Responsibility
for Prosecution of Patentable HD Intellectual Property. The Company shall
prepare, file, prosecute and maintain the appropriate filings in respect of any
Patentable HD Intellectual Property including filing (A) a provisional patent
application or (B) a patent application (including a patent application corresponding
to a previously filed provisional patent application) claiming any such
Patentable HD Intellectual Property in the United States and in such other
jurisdictions as the Company determines, acting reasonably, that are necessary
in order to protect the Company’s and the Foundation’s rights in such
Patentable HD Intellectual Property. The Company shall ensure that all filings
are filed in the name of the Company and the Foundation as co-owners.


(ii)                                  Foundation
Election to have Prosecution of Patentable HD Intellectual Property Initiated.
At any time and from time to time, the Foundation shall have the right to elect
to cause the Company to prepare, file, prosecute and maintain the appropriate
filings in respect of any Patentable HD Intellectual Property which is the
subject of an Invention Notice by providing notice (a “Foundation Patent
Filing Notice”) of such election to the Company including filing (A) a
provisional patent application or (B) a patent application (including a patent
application corresponding to a previously filed provisional patent application)
claiming any such Patentable HD Intellectual Property in the United States and
in such other jurisdictions as the Company determines, acting reasonably, that
are necessary in order to protect the Company’s and the Foundation’s rights in
such Patentable HD Intellectual Property. The Company shall ensure that all
filings are filed in the name of the Company and the Foundation as co-owners.


(iii)                               Inventorship.
The Parties hereby agree that the identity of the inventor of all Patentable HD
Intellectual Property shall be determined in accordance with United States
Patent law (or, if the jurisdiction in which patent or other protection is
being sought does not permit the application of United States Patent
law to













identify the
inventor, then in accordance with the applicable law in that
jurisdiction).


(c)                                  Covenants
of the Company. With respect to the prosecution and maintenance by the
Company of any Patentable HD Intellectual Property pursuant to Section 12(b)
of this Agreement, the Company hereby agrees to promptly (i) give all notices
required by, and comply with all other requirements of, applicable law to
preserve the Parties’ rights in such Patentable HD Intellectual Property as
appropriate; (ii) prepare, file, prosecute and maintain, as applicable, the
appropriate filings to protect the Parties’ rights in such Patentable HD
Intellectual Property; (iii) provide the Foundation with a copy of any
provisional patent application or patent application filed claiming such
Patentable HD Intellectual Property; (iv) provide the Foundation with copies of
all correspondence and other documents relating to the prosecution and
maintenance of such Patentable HD Intellectual Property that come into the
possession or control of the Company; and (v) such other documents and
information related to such Patentable HD Intellectual Property as the
Foundation may reasonably request and the Company can provide without incurring
unreasonable cost and expense.


(d)                                 Patent
Expenses. The Parties hereby agree that all out-of-pocket costs and
expenses (including attorneys’ fees and government filing fees) incurred by the
Company to prepare, file, prosecute and maintain the appropriate filings to
protect the Parties’ rights in any Patentable HD Intellectual Property (“Patent
Expenses”) will be shared equally by the Parties. The Company shall submit
invoices (including all relevant receipts) for all such Patent Expenses to the
Foundation on a monthly basis or as invoices in respect of Patent Expenses are
received from third parties. Each invoice shall be paid by the Foundation
within 30 days of the receipt of such invoice from the Company for such Patent
Expenses.


(e)                                  Disclaimer
of Interest in Patentable HD Intellectual Property.


(i)                                     Disclaimer
Notice. With respect to any Patentable HD Intellectual Property, either
Party may, at any time, disclaim its interest in such Patentable HD
Intellectual Property and elect to cease to bear its share of the Patent
Expenses in respect of such Patentable HD Intellectual Property by providing
notice of such election (“Patentable HD Intellectual Property Disclaimer
Notice”) to the other Party; provided, however, the disclaiming Party shall
remain liable for is share of all Patent Expenses incurred or committed to
through the date the non-disclaiming party receives the Patentable HD
Intellectual Property Disclaimer Notice. The Company shall be deemed to have
disclaimed its interest in any Patentable HD Intellectual Property that is the
subject of a Foundation Patent Filing Notice if the Company fails to comply
with the obligations













set forth in Section
12(c) of this Agreement with respect to such Patentable HD Intellectual
Property.


(ii)                                  Effect
of Disclaimer Notice. In the event that a Patentable HD Intellectual
Property Disclaimer Notice is delivered by either Party in respect of
Patentable HD Intellectual Property: (A) the disclaiming Party shall promptly
assign its ownership interest in such Patentable HD Intellectual Property to
the non-disclaiming Party without consideration; (B) except as set forth in Section
12(e)(i) above, as of the date of the receipt of such Patentable HD
Intellectual Property Disclaimer Notice by the non-disclaiming Party, the
disclaiming Party shall no longer be responsible for its share of the Patent
Expenses in respect of such Patentable HD Intellectual Property; (C) except as
set forth in Section 12(e)(i) above, as of the date of the receipt of
such Patentable HD Intellectual Property Disclaimer Notice by the
non-disclaiming Party, the non-disclaiming Party shall be solely responsible
for all Patent Expenses in respect of such Patentable HD Intellectual Property;
(D) except as expressly set forth in Section 13(e) of this Agreement,
the disclaiming Party shall have no further rights to such Patentable HD
Intellectual Property; and (E) the disclaiming Party hereby agrees at any time
during and after the term of this Agreement to cooperate with the
non-disclaiming Party without consideration but at the expense of the
non-disclaiming Party in preparing, filing, prosecuting and maintaining, as
applicable, the appropriate filings to protect the non-disclaiming Party’s
rights in such Patentable HD Intellectual Property, including obtaining
execution by its employees of any documents necessary in connection with such
activities. Each of the Parties hereby agrees to use reasonable efforts to keep
the other Party advised of its deliberations regarding its determinations as to
electing to disclaim its interest in any Patentable HD Intellectual Property.


(f)                                    Infringement
or Misappropriation of HD Intellectual Property.


(i)                                     Infringement
or Misappropriation of HD Intellectual Property by Third Parties. Each
Party hereby agrees to promptly notify the other Party in writing of any
alleged or threatened infringement or misappropriation of any HD Intellectual
Property by a third party of which it becomes aware. In connection with any
such alleged or threatened infringement or misappropriation, the Parties hereby
agree to confer and take such action and allocate expenses and recoveries in
such manner as they may mutually agree. Neither Party shall settle a claim
brought against a third party in respect of such infringement or
misappropriation without the consent of the other Party.













(ii)                                  Infringement
or Misappropriation Claims by Third Parties Related to HD Intellectual Property.
Each Party hereby agrees to notify the other party in writing if any third
party alleges that any HD Intellectual Property infringes or misappropriate
such third party’s Intellectual Property rights. In connection with any such
alleged infringement or misappropriation, the Parties hereby agree to confer
and take such action and allocate expenses in such manner as they may mutually
agree. Neither Party shall settle a claim brought by a third party in respect
of such infringement or misappropriation without the consent of the other
Party.


13.                                 Licenses.


(a)                                  Commercialization
of  HD Intellectual Property; Reservation
of Rights Regarding HD Intellectual Property.


(i)                                     Commercialization
of HD Intellectual Property. The Parties hereby agree that neither Party
shall (A) except as expressly permitted by Section 13(a)(ii)(A), Section
13(a)(ii)(C) or Section 13(a)(ii)(D) of this Agreement, use or
otherwise exploit any HD Intellectual Property for any use or purpose or (B)
except as expressly permitted by Section 13(a)(ii)(B), Section
13(a)(ii)(C) or Section 13(a)(ii)(E) of this Agreement, grant any
license of any HD Intellectual Property for any use or purpose. The Parties
hereby further agree that, except as expressly permitted by Section
13(a)(ii) of this Agreement, the use or other exploitation of any HD
Intellectual Property (other than any HD Intellectual Property Diagnostic or
Tool outside the HD Field of Use) by either of the Parties or a third party for
uses other than Research and Development shall only be done pursuant the grant
of a commercial license (any such license shall hereinafter be referred to as a
“Commercial License”) pursuant to a license agreement executed by each
of the Parties.


(ii)                                  Reservation of
Rights by the Parties to Grant Certain Licenses.


(A)                              Company’s Right to Use
HD Intellectual Property. The Company hereby reserves the right to use any
HD Intellectual Property for all uses and purposes relating to Research and Development.


(B)                                Company’s Right to
Grant Research and Development Licenses. The Company hereby reserves the
right to grant non-exclusive licenses
throughout the world in respect of any HD Intellectual Property for all
uses and purposes relating to Research and Development.













(C)                                Company’s Right to
Use and Grant Commercial Licenses in Respect of HD Intellectual Property
Diagnostics or Tools. The Company hereby reserves the right to (1) use any
HD Intellectual Property Diagnostic or Tool for all uses and purposes outside
the HD Field of Use and (2) grant
commercial licenses throughout the world in respect of any HD
Intellectual Property Diagnostic or Tool for all uses and purposes outside of
the HD Field of Use.


(D)                               Foundation’s Right to
Use HD Intellectual Property. The Foundation hereby reserves the right to
use any HD Intellectual Property for all uses and purposes relating to HD
Research and Development.


(E)                                 Foundation’s Right
to Grant HD Research and Development Licenses. The Foundation hereby
reserves the right to grant
non-exclusive licenses throughout the world in respect of any HD
Intellectual Property for all uses and purposes relating to HD Research and
Development.


(b)                                 Consultations
Between the Company and the Foundation Regarding Commercial Licenses; Exclusive
Right to Negotiate; Third Party Proposals.


(i)                                     Good
Faith Consultations. The Parties hereby agree to consult, and work in
partnership, with each other in accordance with the provisions of this Section
13 concerning the grant of any Commercial License. With respect to any
decision regarding the granting of any Commercial License, the Parties hereby
further agree to (A) act in good faith and on a responsive basis and (B) make
such decision on a reasonable basis using the principles and guidelines set
forth in Section 13(c) of this Agreement.


(ii)                                  Exclusive
Right to Negotiate a Commercial License. The Parties hereby agree that the
Company shall have an exclusive first right to negotiate with the Foundation to
obtain for itself each Commercial License. Such exclusive right to negotiate
shall extend for a period of 90 days beginning on the date either Party
notifies the other Party in writing of its desire to initiate the process for
the granting of a Commercial License; provided, however, no such notice may be
given in respect of such Commercial License prior to the earlier to occur of
(A) the mutual agreement of the Parties, (B) with respect to any compound
combination, the date on which all data reasonably necessary to permit the
filing of investigational new drug application (“IND”) with the United
States Food and Drug Administration (the “FDA”) is available and (C) the
fourth anniversary of the Effective Date. During such 90-day period, the













Parties hereby
agree to negotiate with each other under the principles and guidelines set
forth in Section 13(b) and Section 13(c). If, upon the expiration
of such 90-day period, the Parties have not reached an agreement to grant such
Commercial License to the Company, the Parties may submit alternative proposals
for such Commercial License for consideration in accordance with this Section
13.


(iii)                               Right
to Make Proposal Regarding the Granting of a Commercial License.


(A)                              Subject
to Section 13(b)(ii), the Parties hereby agree (1) that either Party may
submit to the Parties for their consideration under this Section 13 a
proposal for the granting of a Commercial License and (2) to consult and make a
determination regarding the granting of a Commercial License in respect of such
proposal in accordance with the provisions of this Section 13.


(B)                                if
(1) the Parties are evaluating multiple proposals (including one submitted by
the Company pursuant to which the Company would be granted a Commercial License
(the “Company Proposal”)) to determine whether or not the principles and
guidelines set forth in this Section 13 for the granting of a Commercial
License have been satisfied and (2) more than one of such proposals (including
the Company Proposal) satisfies the principles and guidelines set forth in this
Section 13 on an equivalent basis, the Foundation hereby agrees to
accept the Company Proposal and agrees to grant a Commercial License to the
Company in accordance with this Section 13.


(c)                                  Principles
and Guidelines for Granting Commercial Licenses.


(i)                                     Fundamental
Principles and Guidelines. The Parties hereby agree that a Commercial
License shall be granted if and only if the Parties mutually agree that the
granting of such Commercial License is reasonably likely to:


(A)                              maximize
the impact on the health and well-being of Huntington’s disease patients;


(B)                                maximize
the availability of diagnostic or therapeutic products to Huntington’s disease
patients; and


(C)                                maximize
the speed of which diagnostic or therapeutic products are available to
Huntington’s disease patients.













(ii)                                  Availability
of Products as Primary Factor for Granting Commercial Licenses. Subject to Section
13(c)(iii), if (A) the Parties are evaluating multiple proposals (including
a Company Proposal) for the granting of a Commercial License, (B) more than one
of the proposals satisfies the principles and guidelines set forth in this Section
13 (other than (1) the proposed economic terms and (2) the proposed time
frame for making the diagnostic or therapeutic product which is to be the
subject of such Commercial License available to Huntington’s disease patients)
on an equivalent basis; and (C) one of the proposals sets forth a time frame
for making the diagnostic or therapeutic product which is to be the subject of
such Commercial License available to Huntington’s disease patients that is
substantially shorter than those set forth in the other proposals being
considered by the Parties, the Parties hereby agree that the proposal setting
forth such substantially shorter time frame shall be accepted by the Parties and
a Commercial License granted to the entity making such proposal even if the
economic terms of such proposal are substantially less than those set forth in
the other proposals being considered by the Parties.


(iii)                               Commercial
License Agreement Terms and Conditions. In addition to the principles and
guidelines set forth in Section 13(c)(i) and Section 13(c)(ii) of
this Agreement,  the Parties hereby
further agree that a Commercial License shall be granted if and only if the
Parties mutually agree that the terms and conditions of the license agreement
in respect of such Commercial License incorporates the following terms,
principles and guidelines:


(A)                              reasonable
performance milestones and a demonstrated capacity of the licensee to be able
to meet those milestones; and


(B)                                reasonable
business and other terms and conditions that are in keeping with the then
existing market standards for agreements of such type and nature in respect of
similar technology and in similar disease indications.


(d)                                 Resolution
of Disputes Regarding the Granting of Commercial Licenses. If the Parties
do not reach a mutual agreement regarding the granting of a Commercial License
in respect of a proposal for the granting of a Commercial License submitted by
either of the Parties for their consideration in accordance with the provisions
of this Section 13, the Parties hereby agree that the resolution of such
disagreement shall be determined in accordance with the dispute resolution
procedures set forth in Section 29 of this Agreement.













(e)                                  Reservation
of Non-Exclusive Licenses of Disclaimed Patentable HD Intellectual Property.


(i)                                     Reservation
of Non-Exclusive License by the Foundation. With respect to each patent
(including (A) any patent application, divisional, continuation,
continuation-in-part, substitute, renewal, reexamination, extension or reissue
in respect of such patent or (B) any intellectual property rights claimed in
respect of such patent) claiming Patentable HD Intellectual Property which the
Foundation has disclaimed its interest pursuant to Section 12(e) of this
Agreement, the Foundation hereby reserves a non-exclusive, paid-up,
irrevocable, perpetual license throughout the world for all purposes relating
to HD Research and Development including a license to (1) make, have made, use
and have used products or processes resulting from such Patentable HD
Intellectual Property, (2) practice and have practiced such Patentable HD
Intellectual Property and (3) use and have used the Confidential Information
relating to such Patentable HD Intellectual Property. The foregoing license (a)
shall be for all purposes and activities relating to HD Research and
Development only, (b) shall not include any right to sell (including any
transfer of services or products made using intellectual property rights,
whether or not for consideration, other than a transfer of services or products
solely for research and development purposes without fee or profit), (c) shall
not be subject to royalties or other fees and (d) shall include the right to
grant sublicenses on the same terms; provided, that, such sublicense (i) is
granted without payment of royalties, other fees or profit and (ii) prohibits
the sublicensee from granting sublicenses.


(ii)                                  Reservation
of Non-Exclusive License by the Company. With respect to each patent
(including (A) any patent application, divisional, continuation,
continuation-in-part, substitute, renewal, reexamination, extension or reissue
in respect of such patent or (B) any intellectual property rights claimed in
respect of such patent) claiming Patentable HD Intellectual Property which the
Company has disclaimed its interest pursuant to Section 12(e) of this
Agreement, the Company hereby reserves a non-exclusive, paid-up, irrevocable,
perpetual license throughout the world for all purposes relating to Research
and Development including a license to (1) make, have made, use and have used
products or processes resulting from such Patentable HD Intellectual Property,
(2) practice and have practiced such Patentable HD Intellectual Property and
(3) use and have used the Confidential Information relating to such Patentable
HD Intellectual Property. The foregoing license (a) shall be for all purposes
and activities relating to Research and Development only, (b) shall not include
any right to sell (including any transfer of services or products made using 













intellectual
property rights, whether or not for consideration, other than a transfer of
services or products solely for research and development purposes without fee
or profit), (c) shall not be subject to royalties or other fees and (d) shall
include the right to grant sublicenses on the same terms; provided, that, such
sublicense (i) is granted without payment of royalties, other fees or profit
and (ii) prohibits the sublicensee from granting sublicenses.


14.                                 Non-Assert
Covenant. So long as the Parties are in compliance with the terms and
conditions of this Agreement, each of the Parties hereby undertakes not to
bring any action or assist others in bringing any action, and undertakes to ensure,
by contract or otherwise, that its licensees and assignees of any HD
Intellectual Property or Non-HD Intellectual Property will not bring any action
or assist others in bringing any action, against the Foundation, its licensees
or assignees of any HD Intellectual Property or any other person on the ground
that the practice or use, as the case may be, of any HD Intellectual Property
for any purpose or activity relating to HD Research and Development infringes
or misapropriates the proprietary rights of such Party, its licensees or
assignees in any HD Intellectual Property or Non-HD Intellectual Property.


15.                                 Licenses
to Company Background Intellectual Property; Scope of License to use Company
Background Intellectual Property.


(a)                                  Licenses
to Company Background Intellectual Property. To the extent it has the legal
right to do so, the Company hereby agrees, upon the request of the Foundation
and subject to the provisions of this Section 15, Section 17 and Section
29, to grant to the Foundation (or a third party designated by the
Foundation) a non-exclusive, paid-up, license throughout the world to use the
Company Background Intellectual Property to the extent necessary to enable the
Parties to commercially exploit the HD Intellectual Property in accordance with
the terms of this Agreement. In clarification of the foregoing, the Foundation
acknowledges and understands (i) the sensitive nature of the Company Background
Intellectual Property and (ii) the extent to which the Company seeks to protect
Company Background Intellectual Property and confidential information.
Therefore, the Foundation hereby agrees that the Company shall not be required
to grant a license pursuant to this Section 15 in connection with the
commercial exploitation of any HD Intellectual Property if a commercially
reasonable alternative method is available for a third party to commercially
exploit such HD Intellectual Property.


(b)                                 Scope
of License to use Company Background Intellectual Property. To the extent
the Company is required to grant a non-exclusive license pursuant to this Section
15, the Parties hereby agree that such a license shall only be granted to
the limited extent actually necessary to commercially exploit the HD
Intellectual Property and for no other purpose, including, but not limited to,
(i) discover or identify other drug 













candidates or (ii)
explore other materials or compounds in an effort to discover a competitive
therapeutic to treat Huntington’s disease. The Parties further agree that any
such license shall (A) contain appropriate and reasonable restrictions under
the circumstances designed to safeguard the integrity and proprietary nature of
the Company Background Intellectual Property and (B) be for a term no longer
than is necessary to commercially exploit the HD Intellectual Property.


(c)                                  Resolution
of Disputes Relating to Licenses of Company Background Intellectual Property.
In the event a dispute arises under this Section 15, and the matter is
referred to an arbitrator pursuant to the terms of this Agreement, the
arbitrator shall be given mutual instructions by the Parties that the
provisions of this Section 15 are to be strictly construed and limited
in order to adequately and appropriately protect the Company Background
Intellectual Property.


16.                                 Revenue
Sharing.


(a)                                  Agreement
to Share Revenue. The Parties hereby agree that all revenue (“Revenue”)
received by either of the Parties from the grant of any Commercial License of
any HD Intellectual Property (other than HD Intellectual Property which has
been disclaimed by one of the Parties pursuant to Section 12(e) of this
Agreement) to a third party shall be distributed as follows:


(i)                                     First,
to the Foundation until an amount equal to the aggregate amount of payments
required to be made by the Foundation to the Company (including any Milestone
Payments actually paid to the Company by the Foundation), under this Agreement
has been distributed to the Foundation;


(ii)                                  Second,
provided that the initial regulatory approval to sell a therapeutic product
which provides a benefit to Huntington’s disease patients has been granted by
the appropriate regulatory authority, to the Company until an amount equal to
the amount distributed to the Foundation pursuant to Section 16(a)(i)
has been distributed to the Company; and


(iii)                               Thereafter,
equally to the Foundation and the Company.


(b)                                 Revenue
Sharing not Applicable to Revenue from Commercial Licensing Where the Company
is the Licensee. The Parties hereby agree that this Section 16 shall
not apply to any Revenue received by either of the Parties in respect of a
Commercial License of any HD Intellectual Property where the Company is the
licensee of the interests of the Foundation in such HD Intellectual Property.













Confidential
Information; Publicity; Publication


17.                                 Confidential
Information. For the purposes of this Agreement, the term “Confidential
Information” shall mean (a) this Agreement, (b) the Results and (c) all
information provided by one Party (the “Disclosing Party”) to another
Party (the “Receiving Party”) that is clearly identified as “Confidential”
by the Disclosing Party at the time of disclosure. If such transmittal occurs
orally, the Disclosing Party will promptly reduce such transmittal to writing,
mark and identify it as confidential, and provide such record to the Receiving
Party. Specifically excepted from Confidential Information is all information
that: (i) was previously known by the Receiving Party other than by reason of
disclosure by the Disclosing Party; (ii) is publicly disclosed except by breach
of this Agreement either prior to or subsequent to the Receiving Party’s
receipt of such information; (iii) is rightfully received by the Receiving
Party from a third party without an express obligation of confidence to the
Disclosing Party; (iv) is independently developed by the Receiving Party
without use or reliance upon Confidential Information provided by the
Disclosing Party; (v) is disclosed pursuant to any applicable federal, state,
local, or international law, or any judicial or government request, requirement
or order, provided that the Receiving Party takes reasonable steps to provide
the Disclosing Party with sufficient prior notice in order to allow the
Disclosing Party to contest such request, requirement or order; or (vi) was
provided by the Disclosing Party more than five years prior to disclosure by
the Receiving Party.


18.                                 Confidentiality.
The Receiving Party shall not disclose any Confidential Information without
written authorization from the Disclosing Party, except (a) the Foundation may
disclose Confidential Information to the extent expressly permitted by the
terms and conditions of Section 9 of this Agreement; (b) the
Foundation may disclose Confidential Information in furtherance of the any
license contemplated in Section 13 of this Agreement, provided that
the Foundation imposes a corresponding obligation of confidentiality on the
third party receiving such Confidential Information; (c) the Company may
disclose Confidential Information to the extent expressly permitted by the
terms and conditions of Section 19 of this Agreement; and (d) either
Party may disclose Confidential Information to the extent expressly permitted
by the terms and conditions of Section 20 of this Agreement.


19.                                 Publication.


(a)                                  Definitions.
For the purposes of this Agreement, the term “Publish” means (i) to
publish in a peer reviewed scientific journal of general circulation; (ii)
present at a scientific meeting and “Publication” has a corresponding
meaning; or (iii) to disseminate, discuss or otherwise make publicly available
outside of the High Q Research Group the Results or details regarding the
Research Project.


(b)                                 Exclusive
Right to Publish. The Company shall have (i) the sole and exclusive right
to Publish Results and (ii) the sole and final authority over any and all
decisions related to Publication of Results. The Company 













hereby agrees to provide
appropriate acknowledgement of the Foundation’s support of, and contribution
to, the Research Project in any Publication of the Results.


(c)                                  Notice
of Planned Publication or Other Public Disclosure by the Researcher; Foundation’s
Right of Review Prior to Publication or Other Public Disclosure by the Company.
The Company shall provide the Foundation with a copy of any manuscript,
abstract or presentation containing or based upon any Results for the
Foundation’s review and comment pursuant to this Section 19(c) prior to
the submission to a journal for review for Publication or other public
disclosure of such manuscript, abstract or presentation. The Foundation shall
have a period (the “Publication Review Period”) of 60 days (unless
a shorter period is required by any regulatory or governmental entity but in no
event less than 20 days), following the receipt of a proposed manuscript or an
abstract or presentation in which to review and comment on the proposed
manuscript, abstract or presentation, as the case may be. In the event the
Foundation identifies in writing information in any such manuscript, abstract
or presentation which could reasonably be expected to adversely affect
potential intellectual property rights associated with the Results, the Company
shall either remove such information from such manuscript, abstract or
presentation or delay the Publication or other public disclosure until
appropriate steps, reasonably satisfactory to the Foundation, have been taken
by the Company to protect the intellectual property rights. If there are any
changes made to any proposed manuscript, abstract or presentation that has
previously been provided to the Foundation which could reasonably be expected
to adversely affect potential intellectual property rights associated with the
Results, (1) the Company shall provide the Foundation with a copy of such
revised manuscript, abstract or presentation and (2) the review and comment
rights provided to the Foundation under this Section 19(c) shall apply
to such revised manuscript, abstract or presentation.


20.                                 Publicity.
No Party shall use the name, trademarks, logos, physical likeness or other
symbol of another Party (or their employees) for any marketing, advertising,
public relations or other purposes without the prior written consent of an
authorized representative of the affected Party, except that (a) either Party
may make reference to the Foundation’s support of the Research Project, provided
that, in any such reference, the relationship of the Parties shall be
accurately and appropriately described and (b) either Party may disclose,
without the other Party’s approval, (i) the existence of this Agreement; (ii) a
general summary of the subject matter of the Research Project; (iii) the
aggregate dollar amount of financial support to be provided under this
Agreement; and (iv) any specific terms of this Agreement that are a matter of
public record except by breach of this Agreement. All press releases shall be
jointly issued.













Covenants


21.                                 Covenants.
Each of the Company, and where expressly applicable, the Foundation, hereby
agrees to each of the following:


(a)                                  Compliance
with Law. The Research Project will be conducted in compliance with all applicable
federal, state, local, international, health authority and institutional laws,
rules, regulations, orders and guidelines.


(b)                                 Use
of Funds. All funds provided to the Company by the Foundation under this
Agreement shall be used for the Research Project in accordance with this
Agreement and for no other purposes.


(c)                                  Reports; Disclosure of Information. The Company will provide the Foundation
with interim written reports at least every six months and a final written
report on the status and progress of the Research Project, including an
analysis of milestones achieved. Each such report shall include a copy of all
Results and underlying data and each such report shall be treated as
Confidential Information. Each Party agrees to provide to the other Party all
information which may at any time come into the possession of such Party which
relates to any compound combination evaluated in the course of the conduct or
performance of the Research Project.


(d)                                 Audit;
Access. At reasonably convenient times and dates, (i) the Foundation and
its representatives shall have the right to audit the Company’s compliance with
this Agreement and (ii) the Company will provide the Foundation and its
representatives with reasonable access to the Research Project facilities, data
and personnel in order to assess the progress of the Research Project.


(e)                                  Research
Team. The Research Project shall only be conducted by individuals who have
agreed to assign any rights they may acquire in any resulting Intellectual
Property to the Company so that the Company may perform its obligations under
this Agreement. The Company shall cause any such individual to assign any such
Intellectual Property to the Company so that the Company may perform its
obligations under this Agreement. Any person participating in the Research
Project at the request of the Foundation shall assign any rights they may
acquire in any resulting Intellectual Property to the Foundation.


(f)                                    Licenses
and Approvals. The Company has obtained all, and will obtain all, future,
licenses, permits, consents and other approvals necessary for the Company to
perform its obligations and convey the rights granted under this Agreement.


(g)                                 Conflicting
Obligations. The Company has not granted any right or entered into any
agreement or understanding that conflicts with the Company’s obligations or the
Foundation’s rights under this Agreement.













The Company will not
grant any right and will not enter into any agreement or understanding that
conflicts with the Company’s obligations or the Foundation’s rights under this
Agreement. The Foundation has not granted any right or entered into any
agreement or understanding that conflicts with the Foundation’s obligations or
the Company’s rights under this Agreement. The Foundation will not grant any
right and will not enter into any agreement or understanding that conflicts
with the Foundation’s obligations or the Company’s rights under this Agreement.


(h)                                 Specialized Third Party Licenses.
The Company and the Foundation shall consult with each other in order to
facilitate the licensing by the Company of any Specialized Third Party Licenses. The Foundation hereby
acknowledges and agrees that the Company is not obligated to conduct or perform
the Research Project using any reagent, cell line, compound or other material
if, in the Company’s reasonable determination, the Company does not have a
valid license or other right to use such reagent, cell line, compound or other
material to conduct or perform the Research Project.


(i)                                     Intellectual
Property. The Company owns or has the right to use pursuant to a valid and
enforceable, written license, sublicense, agreement, or other permission, all
Company Background Intellectual Property existing as of the date hereof. Except
for the Specialized Third Party Licenses,
the Company Background Intellectual Property existing as of the date hereof
constitutes all Intellectual Property necessary or useful to conduct and
perform the Research Project and the other obligations of the Company under
this Agreement. The Company will not interfere with, infringe upon, violate,
misappropriate or otherwise come into conflict with any Intellectual Property
rights of any third party in the conduct and performance of the Research
Project.


(j)                                     Further
Assurances. Each Party shall execute such further documents, instruments,
licenses and assurances and take such further actions as the other Party may
reasonably request from time to time to better enable the other Party to
exercise its rights under this Agreement and/or to confirm the terms and
conditions of this Agreement.


Payments


22.                                 Payments.
Subject to the terms and conditions of this Agreement, payments will be
remitted to the Company at the address set forth in Section 27 of this
Agreement.


Term;
Termination; Effect of Termination


23.                                 Definition.
For the purposes of this Agreement, the term “Bankruptcy Event” shall
mean the (a) making of a general assignment for the benefit of creditors by













the an entity; (b) filing
of any petition by an entity or the commencement of any proceeding voluntarily
by an entity for any relief under any bankruptcy or insolvency laws or any law
relating to the relief of debtors; (c) consent by an entity to the entry
of an order in an involuntary bankruptcy or insolvency case; (d) entry of
an order or decree for relief against an entity by a court of competent
jurisdiction in an involuntary case under any bankruptcy or insolvency laws or
any law relating to the relief of debtors, which order or decree is unstayed
and in effect for a period of sixty (60) consecutive days;
(e) appointment, with or without the consent of an entity, of any
receiver, liquidator, custodian, assignee, trustee, sequestrator or other
similar official of an entity or any substantial part of its property; or (f)
admission by an entity in writing of its inability to pay its debts generally
as they become due.


24.                                 Term;
Termination of Certain Provisions; Effect of Termination of Certain Provisions.


(a)                                  Term.
The term of this Agreement shall commence on the date hereof and shall continue
in effect until terminated (in whole or in part) in accordance with the terms
hereof or by the mutual written agreement of the Parties.


(b)                                 Termination
of Certain Provisions by the Foundation. The Foundation may, by giving
notice to the Company, elect to terminate each of the provisions specified in Section
24(e)(i) of this Agreement and discontinue the Research Project upon the
occurrence and continuation of any of the following events:


(i)                                     Change
in Research Project. The Company gives a Change of Circumstances Notice to
the Foundation; provided, however, the date of termination in respect of the
termination of this Agreement by the Foundation due to the occurrence of the
circumstances described in this Section 24(b)(i) shall be 30 days
following the receipt by the Company of a notice of termination from the
Foundation delivered in accordance with this Agreement.


(ii)                                  Foundation
Determinations Regarding the Research Project. If the Foundation makes a
good faith determination that (A) the Research Project cannot be conducted
substantially in accordance with Appendix A; (B) the Research
Project cannot be substantially completed within the time frame or budget set
forth in Research Project Estimated Schedule and Budget; or (C) the continued
conduct of the Research Project in accordance with Appendix A is
unlikely to yield scientifically valid or useful results; provided, however,
the date of termination in respect of the termination of this Agreement by the
Foundation due to the occurrence of the circumstances described in this Section
24(b)(ii) shall be 30 days following the receipt by the Company of a notice
of termination from the Foundation delivered in accordance with this Agreement.


















(iii)          Interruption.
The Research Project is interrupted for more than 90 consecutive days at
any time or for more than 120 days in any 12 month period. 


(iv)          Satisfaction
or Achievement of Scientific Milestones. If (A) the Company does not
satisfy or achieve each of the Scientific Milestones on or before the date such
Scientific Milestone was to be satisfied or achieved or (B) the Company does
not complete the screening required by Phase 2B of the Research Project within
39 months of the Effective Date; provided, however, the date of termination in
respect of the termination of this Agreement by the Foundation due to the
occurrence of the circumstances described in this Section 24(b)(iv)
shall be 30 days following the receipt by the Company of a notice of termination
from the Foundation delivered in accordance with this Agreement.


(v)           Breach
of this Agreement. If the Company (A) materially breaches any
representation or warranty given by it under this Agreement or (B) defaults in
the performance of any of its obligations under this Agreement and such breach
or default is not remedied within 45 days of the receipt by the Company of
notice of such breach or default from the Foundation.


(vi)          Bankruptcy
Event. The Company becomes subject to a Bankruptcy Event.


(c)           Termination of
Certain Provisions by the Company. The Company may, by giving notice to the
Foundation, elect to terminate each of the provisions specified in Section
24(e)(i) of this Agreement and discontinue the Research Project upon the
occurrence and continuation of any of the following events:


(i)            Breach
of this Agreement. If the Foundation (A) materially breaches any
representation or warranty given by it under this Agreement or (B) defaults in
the performance of any of its obligations under this Agreement and such breach
or default is not remedied within 45 days of the receipt by the Foundation of
notice of such breach or default from the Company.


(ii)           Bankruptcy
Event. The Foundation becomes subject to a Bankruptcy Event.


(d)           Facilitation of
Continued Research. Upon any termination of this Agreement, if requested by
the Foundation, the Company will use its commercially reasonable efforts to
facilitate the continuance of the Research Project elsewhere. For clarification
purposes, for purposes of this Section 24(d), “commercially reasonable
efforts” shall mean that the













Company will (i) take the
actions necessary to transfer the research information and data, inventory,
copies of notebooks, compound libraries and the like to the Foundation (or such
third party as directed by the Foundation) and (ii) participate in telephone
and in-person discussions at mutually convenient and agreed upon times and
places.


(e)           Effect of
Termination of Certain Provisions.


(i)            Termination
of Specified Provisions; Survival of Remaining Provisions. Immediately upon
an election by the Foundation pursuant to Section 24(b) of this
Agreement or by the Company pursuant to Section 24(c) of this Agreement,
each of any termination of this Agreement, Section 3, Section 5, Section
7 and Section 22 shall immediately terminate and have no further
force or effect. The Parties hereby acknowledge and agree that in the event of
the termination of the provisions specified in this Section 24(e)(i),
all other sections and provisions of this Agreement shall survive indefinitely
and remain in full force and effect. 


(ii)           Effect
of Termination.


(A)          General.
The Parties hereby acknowledge and agree that in the event of the termination
of the provisions specified in this Section 24(e)(i) of this Agreement
shall not (A) relieve any Party then in breach of this Agreement for any
liabilities to the other Party in respect of such breach or (B) relieve either
Party from any of the obligations such Party may have under any of the sections
or provisions of this Agreement that expressly survive any termination of this
Agreement. 


(B)           Reimbursement
of Specialized Third Party
Licenses and Services Costs. In the event of the termination of this
Agreement pursuant to Section 24(b)(i), Section 24(b)(ii), Section
24(b)(iii) or Section 24(b)(iv) of this Agreement, the Foundation
shall be obligated to reimburse the
Company for one-half of all Specialized Third Party Licenses and Services Costs
actually paid by the Company for Specialized Third Party Licenses and Services after
the date of termination of this Agreement; provided, however, the Company shall
immediately cancel or terminate its obligations in respect of all Specialized
Third Party Licenses and Services to the fullest extent permitted under the
contracts entered into by the Company in respect of such Specialized Third
Party Licenses and Services in order to mitigate the amount of Specialized
Third Party Licenses and Services Costs. In the event of the termination
of this













Agreement pursuant
to Section 24(b)(v) or Section 24(b)(vi) of this Agreement, the
Company shall be solely responsible for all Specialized Third Party Licenses and Services Costs incurred by the
Company for Specialized Third Party Licenses and Services after the date of
termination of this Agreement. In the event of the termination of this
Agreement pursuant to Section 24(c) of this Agreement, the Foundation
shall be obligated to reimburse the
Company for all Specialized Third Party Licenses and Services Costs actually
paid by the Company for Specialized Third Party Licenses and Services after the
date of termination of this Agreement; provided, however, the Company shall
immediately cancel or terminate its obligations in respect of all Specialized
Third Party Licenses and Services to the fullest extent permitted under the
contracts entered into by the Company in respect of such Specialized Third
Party Licenses and Services in order to mitigate the amount of Specialized
Third Party Licenses and Services Costs. 


Miscellaneous


25.           Independent Contractor.
The Company is acting as an independent contractor and not an agent, joint
venturer or partner of the Foundation.


26.           Independent Research.
Nothing in this Agreement shall be construed to limit the freedom of the
Company to engage in similar inquiries made independently under other contracts
or agreements with parties other than the Foundation.


27.           Notices. Any
notice required or permitted to be given by this Agreement shall be in writing
and shall be delivered by personal delivery, facsimile (provided the sender has
evidence of successful transmission) or next day courier service. Any notice so
delivered shall be deemed to be given, delivered and received, if delivered by
personal delivery, on the day of delivery and if delivered by facsimile or courier
service, on the day following dispatch. All such notices are to be given or
made to the Parties at the following addresses (or to such other address as any
Party may designate by a notice given in accordance with the provisions of this
section):


If to the Foundation to:


CHDI, Inc.

c/o MRSSI, Inc.

350 Seventh Avenue, Suite 601

New York, NY 10001

Attention: Ruth Basu

Telephone: 212-239-9300 x202

Fax: 212-239-2101













If to Company to:


CombinatoRx, Incorporated

245 First Street, 16th Floor

Boston, MA  02142

Attention:  Jason F. Cole, Esq., Senior
Vice-President and General Counsel

Telephone: 617-301-7035

Fax: 617-301-7020


28.           Indemnity. 


(a)           Indemnification by
the Foundation. The Foundation shall indemnify the Company, including, as
applicable, its directors, officers, employees and agents, against any and all
losses, costs and damages (including reasonable legal fees) suffered by the
Company (and/or such other related persons) as a result of the Foundation’s
negligence, willful misconduct or breach of this Agreement.


(b)           Indemnification by
the Company. The Company shall indemnify the Foundation, including, as
applicable, its members, directors, officers, employees and agents, against any
and all losses, costs and damages (including reasonable legal fees) suffered by
the Foundation (and/or such other related persons) as a result of the Company’s
negligence, willful misconduct or breach of this Agreement.


29.           Alternative Dispute
Resolution. If a dispute arises out of or relates to this Agreement
(including any notice delivered in accordance with this Agreement), or breach
thereof, the Parties agree first to try in good faith to settle such dispute,
failing which such dispute shall be settled by a single arbitrator in an
arbitration in New York, NY administered by JAMS under its Comprehensive
Arbitration Rules and Procedures. The Parties hereby agree that the arbitrator
shall be instructed by each of the Parties that (a) that this Agreement is to
be narrowly construed and interpreted and (b) the arbitrator shall not be
entitled to award speculative or consequential damage or lost profits. The
arbitrator’s fees and expenses shall be shared equally by the Parties. Each
Party shall be responsible for its own costs and expenses, including fees of
witnesses, consultants, travel and attorneys’ fees and disbursements. The award
rendered by the arbitrator shall be final and binding on the Parties, and
judgment on the award may be entered in any court having jurisdiction thereof
if reasonably necessary for enforcement. The Parties agree that,
notwithstanding anything to the contrary in such rules, any and all such
proceedings shall be confidential. During the pendency of any arbitration
proceeding hereunder, the Parties further agree that this Agreement shall
remain in full force and effect and the Parties shall continue to fulfill and
satisfy their respective obligations hereunder other than to the extent such
obligation is the subject of such arbitration proceeding.













30.           Assignment. The
Company may not assign this Agreement without the written consent of the
Foundation, except to an entity (a) that acquires all or substantially all of
the business of the Company (whether by sale of assets or stock or by merger)
and (b) who agrees, in writing, to assume Company’s obligations under this
Agreement. The Company hereby agrees that any entity that acquires all or
substantially all of the business of the Company (whether by sale of assets or
stock or by merger) shall (i) acquire the Company’s interest in the HD
Intellectual Property and (ii) agree, in writing, to assume Company’s
obligations under this Agreement. The Foundation may assign this Agreement so
long as the assignee expressly assumes in writing the Foundation’s obligations
in this Agreement.


31.           Incorporation of
Appendices and Exhibits; Entire Agreement; Amendment. The appendices and
exhibits identified in this Agreement are incorporated herein by reference and
made a part hereof. If anything in any appendix or exhibit attached to
this Agreement conflicts with any terms or conditions set forth in the body of
this Agreement, the terms and conditions set forth in the body of this
Agreement shall control. This Agreement constitutes the entire agreement among
the Parties relating to the Research Project and all prior understandings and
agreements relating to the Research Project are superseded hereby. This
Agreement may not be amended except by a document signed by the Company and the
Foundation. 


32.           No Waiver. Any
failure of a Party to enforce any provision of this Agreement shall not be
deemed a waiver of its right to enforce such provision on any subsequent
occasion. No waiver of any provision of this Agreement shall be valid unless it
is in writing and is executed by the Party against whom such waiver is sought
to be enforced. A waiver by any of the Parties of any provision of this
Agreement will not be construed to be a waiver of any succeeding breach thereof
or of any other provision of this Agreement.


33.           Severability.
Whenever possible, each provision of this Agreement shall be interpreted in
such manner as to be effective and valid under applicable law. In the event a
court of competent jurisdiction holds any provision of this Agreement to be
invalid, such holding shall have no effect on the remaining provisions of this
Agreement, and they shall continue in full force and effect.


34.           Interpretation;
Headings. The word “including” shall mean “including without limitation”.
All pronouns and any variations thereof refer to the masculine, feminine or
neuter, singular or plural, as the context may require. All terms defined in
this Agreement in their singular or plural forms have correlative meanings when
used herein in their plural or singular forms, respectively. Headings used in
this Agreement are for convenience of reference only and are not intended to
influence the interpretation hereof.


35.           Governing Law.
This Agreement shall be governed by and construed in accordance with the
domestic laws of the State of Delaware without giving effect to any choice or
conflict of law provision or rule (whether of the State of  













Delaware or any other
jurisdiction) that would cause the application of the laws of any jurisdiction
other than the State of Delaware.


36.           No Strict
Construction. The Parties have participated jointly in the negotiation and
drafting of this Agreement. In the event of an ambiguity or question of intent
or interpretation arises, this Agreement shall be construed as if drafted
jointly by the Parties, and no presumption or burden of proof shall arise
favoring or disfavoring any of the Parties by virtue of the authorship of any
of the provisions of this Agreement, however, the Agreement is to be strictly
and narrowly construed.


37.           Counterparts.
This Agreement may be signed, including by facsimile signature, in two or more
counterparts and each such counterpart will constitute an original document and
such counterparts, taken together, will constitute the same instrument.


*  *  * 
*  *













In witness to the
foregoing, the Parties have executed this Amended and Restated Research Agreement
as of the date first written above.


FOUNDATION:


CHDI, Inc.


	
  By:

  	
  /s/ Robi
  Blumenstein

  	
   

  
	
   

  	
  Name:

  	
  Robi Blumenstein

  
	
   

  	
  Title:

  	
  President, MRSSI, Inc., authorized agent of CHDI,
  Inc.

  
	
   

  	
   

  	
  Hereunto Duly Authorized

  
				



 


COMPANY:


CombinatoRx, Incorporated


	
  By:

  	
  /s/ Alexis
  Borisy

  	
   

  
	
   

  	
  Name:

  	
  Alexis Borisy

  
	
   

  	
  Title:

  	
  President and Chief Executive Officer

  
	
   

  	
   

  	
  Hereunto Duly Authorized 

  
				



 













Appendix A to Amended and
Restated Research Agreement


(Description of Research Project)













Appendix B to Amended and
Restated Research Agreement


(Research Project Estimated
Schedule  













Appendix C to Amended and
Restated Research Agreement


(Scientific Milestones)


Research Project – Scientific
Milestones


	
  Research
  Project Phase

  	
   

  	
  Condition(s) to Begin Conduct of Phase

  
	
   

  	
   

  	
   

  
	
  Phase 1 through
  Phase 5

  	
   

  	
  Execution of this Agreement by the Parties.

  

  The Joint Research Committee has made each decision and granted each approval
  expressly set forth in this Agreement that is specifically required or
  otherwise necessary to begin the conduct of any specific Phase of the
  Research Project.

  
	
   

  	
   

  	
   

  
	
  Phase 1A

  	
   

  	
  At least four cell lines approved by the Joint
  Research Committee for Phase 1A (a) have been acquired by, or on behalf of
  the Company (including any related Required Third Party Intellectual Property
  Rights) and (b) the Company has taken delivery of such cell lines within
  three months of the Effective Date.

  
	
   

  	
   

  	
   

  
	
  Phase 1B – Part
  1

  	
   

  	
  The cell lines and cDNA constructs approved by the
  Joint Research Committee for Phase 1B – Part 1 (a) have been acquired by, or
  on behalf of the Company (including any related Required Third Party
  Intellectual Property Rights) and (b) the Company has taken delivery of such
  cell lines and cDNA constructs within three months of the Effective Date.

  
	
   

  	
   

  	
   

  
	
  Phase 1B – Part
  2

  	
   

  	
  The Joint Research Committee has approved at least
  one cell line for use as the parental cell line for the generation of the
  Rheoswitch neuroblastoma cell line by CMT within six months of the Effective
  Date.

  

  The Foundation and CMT have executed the CMT Agreement within twelve months
  of the Effective Date.

  
	
   

  	
   

  	
   

  
	
  Phase 1B – Part
  3

  	
   

  	
  CMT has delivered the Rheoswitch neuroblastoma cell
  line to the Company within 12 months of the execution of the CMT Agreement.

  
	
   

  	
   

  	
   

  
	
  Phase 1C

  	
   

  	
  The cell lines and htt specific antibodies approved
  by the Joint Research Committee for Phase 1C (a) have been acquired by, or on
  behalf of the Company (including any related Required Third Party
  Intellectual Property Rights) and (b) the Company has taken delivery of such
  cell lines and cDNA constructs within three months of the Effective Date.

  
	
   

  	
   

  	
   

  
	
  Phase 2 and 3 –
  Use of Assay 1 for Screening

  	
   

  	
  Complete optimization of Assay 1 within four months
  following the date the Company has taken delivery of the cell line approved
  by the Joint Research Committee for use in the optimization of Assay 1.

  

  Assay 1 meets each of the specifications set forth in Appendix A and
  is approved by the Joint Research Committee for use in Phase 2 and 3.

  



 













 


	
  Phase 2 and 3 –
  Use of Assay 2 for Screening

  	
   

  	
  Complete development and optimization of Assay 2
  within five months following the delivery of the Rheoswitch neuroblastoma
  cell line to the Company.

  

  Assay 2 meets each of the specifications set forth in Appendix A and
  is approved by the Joint Research Committee for use in Phase 2 and 3.

  
	
   

  	
   

  	
   

  
	
  Phase 2 and 3 –
  Use of Assay 3 for Screening

  	
   

  	
  Complete development and optimization of Assay 3
  within nine months following the date cell lines and htt specific antibodies
  approved by the Joint Research Committee for use in the development and
  optimization of Assay 3 are acquired by, or on behalf of, the Company.

  

  Assay 3 meets each of the specifications set forth in Appendix A and
  is approved by the Joint Research Committee for use in Phase 2 and 3.

  
	
   

  	
   

  	
   

  
	
  Phase 2A

  	
   

  	
  The Company has (a) selected at least 1,300 Company
  Library Compounds within one month of the approval by the Joint Research
  Committee of any of the Assays for use in Phase 2 and 3 and (b) acquired each
  Foundation Selected Compound within one month of the selection of such
  compounds by the Foundation.

  
	
   

  	
   

  	
   

  
	
  Phase 2B

  	
   

  	
  The screening required by Phase 2A has been
  completed within 26 months of the Effective Date.

  

  The combination screening strategy for Phase 2B is approved by the Joint
  Research Committee.

  
	
   

  	
   

  	
   

  
	
  Phase 3

  	
   

  	
  The Joint Research Committee approves at least one
  Phase 3 Approved Compound Combination.

  
	
   

  	
   

  	
   

  
	
  Phase 4

  	
   

  	
  The Joint Research Committee approves at least one
  Phase 4 Approved Compound Combination.

  
	
   

  	
   

  	
   

  
	
  Phase 5

  	
   

  	
  The Foundation approves at least one Phase 5
  Approved Compound Combination.

  



 













Appendix D to Research
Agreement


(Quarterly Research Project Work
Plans)













Appendix E to Amended and
Restated Research Agreement


(Milestone Payments)


	
  Payment 1

  	
  $

  	
  40,000

  	
  Phase 2B screening has been completed for all Approved
  Primary Screening Assays and the results of such screening have been
  delivered to the Joint Research Committee within 39 months of the Effective
  Date

  
	
   

  	
   

  	
   

  
	
  Payment 2

  	
  $

  	
  100,000

  	
  With respect to each Phase 5 Approved Compound
  Combination licensed to an entity (other than the Company) pursuant to a
  Commercial License granted in accordance with Section 13 of this
  Agreement.