**Exhibit 10.1**

 

**Confidential Treatment has been requested forportions of this exhibit. The copy filed herewith omits the information subjectto the confidentiality request. Omissions are designated as “***”. A complete version of this exhibithas been filed separately with the Securities and Exchange Commission.**

 

 

**Proposal for manufactureand supply of cGMPPolyribonucleotide Duplex for Phase - I Clinical Trials**

 
| **F.A.O.**            | ** ** | **Richard  S. Dondero   Senesco Technologies, Inc   303 George St., Suite 420   New Brunswick, New Jersey 08901** |
|-----------------------|------------|------------------------------------------------------------------------------------------------------------------------|
| ** **            | ** ** | ** **                                                                                                             |
| **Prepared  by:**     | ** ** | **Kristy  Bazaire   Commercial Development Manager**                                                                   |
| ** **            | ** ** | ** **                                                                                                             |
| ** **            | ** ** | **Charles  J Shields   VP, Global Business Development   Avecia Biotechnology**                                        |
| ** **            | ** ** | ** **                                                                                                             |
| **Proposal  Number:** | ** ** | **SNT071608**                                                                                                          |
| ** **            | ** ** | ** **                                                                                                             |
| **Version  Number:**  | ** ** | **4**                                                                                                                  |
| ** **            | ** ** | ** **                                                                                                             |
| **Date:**             | ** ** | **September 4,  2008**                                                                                            |

 

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**1.****         REQUESTFOR PROPOSAL**

 

Senesco Technologies, Inc (Senesco) requested Avecia to prepare aproposal for the supply of 3g of material for Toxicology Studies and 15g ofmaterial for use in Phase I Clinical Trials. A stability study of the siRNAactive pharmaceutical ingredient is also included in this proposal.

 

**2.****         BENEFITSAVECIA CAN BRING**

 

·                  Extensiveexperience in oligonucleotide manufacture, >1000 sequences prepared >700Man-years oligonucleotide technology and manufacturing experience

·                  Availablecapacity: 100’s of kg

·                  Experienced insupply through all Phases of clinical trials

·                  Experienced inprocess validation for oligonucleotides

·                  Registered andFDA inspected USA facility (Milford, Mass)

·                  Experience inpreparation of DMF’s, CMC’s and CTD’s

·                  Intimateknowledge and control of supply chain to ensure quality and viral safety

·                  Expertise inprocess and analytical method development

·                  Industry leadingtrack record of compliant supply

·                  Access – via ourexclusive license – to optimum deprotection technology for RNA production

 

**3.****         PROJECTSCOPE**

 

3.1     **Product Description:**

 
| **PRODUCT:**     |   | RNA Duplex                                               |
|------------------|--------|----------------------------------------------------------|
| ** **       |   |                                                     |
| **DESCRIPTION:** |   | Duplex of  two 21mer single strand RNAs                  |
| ** **       |   |                                                     |
| **SEQUENCE**     |   | ***  SENESCO IS REQUESTED TO CONFIRM THE SEQUENCES ABOVE |

 

3.2     **Product Specifications**

 

To be discussed and agreed after the limited development studies. ForSenesco’s reference, provisional specifications which reflect Avecia experiencewith other siRNA compounds have been provided in Appendix A. These are forinformation purposes only and should not be considered as agreed or appropriatefor this compound.

 

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3.3     **Project Structure**

 

**Stage 1 Limited Development Studies andSupply of Toxicology Material**

 

Define from Avecia experience the most appropriate operating conditionsfor synthesis, cleavage, deprotection, purification, ultra-filtration of theRNA single strands and for duplexation and lyophilization of the RNA duplex.

 

Carry out a limited number of small scale runs to confirm processsuitability specifically for the Senesco RNA duplex and refine process asnecessary

 

Manufacture and supply *** grams of material for use in Toxicologystudies.

 

This is expected to take 8 labor weeks and includes as a deliverable aprocess description to support the GMP manufacturing campaign and CMC sectionsof IND submission.

 

The material produced during the experimental runs will also be used tosupport an analytical method suitability assessment. A limited forced degradationstudy (base and thermal exposure) will be carried out to support stabilitytesting. The analytical method assessment and forced degradation study are eachexpected to take 2 labor weeks, for at a total of four weeks.

 

Deliverable – Technical development reports to support cGMPmanufacturing campaign, analytical methods and data summary.

 

**Stage 2 cGMP Manufacture and Supply of API**

 

Manufacturingwillbecarriedoutata1x6mmolsynthesisscaleforeachsinglestrand,cleavageanddeprotectionandpurification/UFfollowedbya1x6mmolduplexation.Manufacturingscaleisexpectedtoproduceapproximately***gofcGMPmaterial.

 

During stage 2 Avecia will execute the following:

 

Prepare process instructions as appropriate for manufacture of a batchsuitable for use in Phase - I Clinical Trials.

 

Confirm suitability of analytical methods for raw materials, in-processand final product analysis and equipment cleaning

 

Confirm specification for raw material, in-process and final productSafety, Health and Environment assessment

 

Engineering Review

 

Agree primary packaging and labels and required aliquots

 

Manufacture single strand intermediates and subsequent duplexation

 

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Carry out product analysis and release

 

Deliverable – Sufficient material to satisfy requirement of testing andregulatory retain (***), ICH stability study (***) and supply of *** cGMP APIto Senesco. QA reviewed Certificate of Analysis will also be provided.

 

**Stage 3 Drug Substance ICH Derived StabilityStudy**

 

Under the guidance of a customer approved protocol, Avecia will performa stability study as described below. Should Senesco wish to extend the -209Cstudy beyond *** months, sufficient material will be available to accommodatetwo additional time points to be detailed in a separate proposal. It isexpected that this stability study will require approximately ***g of thematerial produced from stage 2.

 

***

 

Deliverable – Avecia will supply Senesco with interim stability reportsfor each intermediate pull point (*** and *** months) with a final stabilityreport at the conclusion of the study (*** months).

 

**4.****      PROJECT ASSUMPTIONS**

 

The following assumptions are applicable to this proposal. Changes tothese conditions and/or the scope of the project may change the project timingand cost. All changes will be executed using a mutually agreed change order.

 
| ** **                          | ** ** | **Assumptions**                                                                                                                                                                                                  |
|-------------------------------------|------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| **Pricing**                         |       | Prices are in US Dollar   Pricing includes raw materials                                                                                                                                                         |
| **Reference****Material**           |       | If available, Senesco will supply small quantities of reference  material                                                                                                                                        |
| **Material Use**                    |       | The material will be used for Toxicology Studies and Phase I Clinical  Trials 

Senesco will conduct appropriate Toxicology  studies in advance of any use of material in human clinical trials                  |
| **Timelines**                       |       | *** weeks for Tox material from project acceptance   *** months for GMP material from project acceptance   * Timelines dependant on Raw Material availability                                                    |
| **API Analysis**                    |       | Avecia will carry out product analysis and release                                                                                                                                                               |
| **Development**                     |       | Pricing assumes Avecia’s existing collection of processes for RNAi  manufacture and methods for RNAi analyses are suitable for use with this  compound without the requirement for substantial development. |
| **Stability Study****Cancellation** |       | Senesco retains the option to cancel the stability study at their  sole discretion. Avecia will prorate the stability                                                                                            |

 

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| ** **                   |   | study accordingly and will include any outstanding storage fees  incurred to date.                                                      |
|------------------------------|--------|-----------------------------------------------------------------------------------------------------------------------------------------|
| **Confidentiality**          |   | All confidential information will be managed in accordance with the  executed Mutual Confidentiality Agreement dated July 28, 2008 |
| **Intellectual****Property** |   | Nothing in this Agreement shall affect the ownership by either party  of any intellectual property or process owned by that party.      |

 

**5.****      PROJECT TIMELINES**

 

A detailed project plan will be shared with Senesco Technologies uponcommencing.

** **

**6.****      FACILITIES**

 

Avecia will use its FDA inspected Manufacturing Facility at Milford,Massachusetts USA

 

**7.****      COMPLIANCE**

 

Material from Stage 1 will be non-GMP and will not be suitable for usein human clinical trials.

 

Final API material from Stage 2 will be supplied to cGMP as interpretedby ICH Harmonized Tripartite Guideline Q7, Good Manufacturing Practice Guidefor Active Pharmaceutical Ingredients.

 

Material is supplied under the strict understanding that SenescoTechnologies will conduct appropriate Toxicology studies to ensure material issafe for human clinical trials before any human trials commence.

 

**8.****      FINANCIAL SUMMARY**

 

Stage 1 Limited Development Studies and supply of *** grams duplex forToxicology Studies ***

 

Analytical method assessment and limited forced degradation ***

 

Stage 2 Manufacture and Supply of *** grams cGMP material, *** gramsfor stability study and approximately *** grams for QC release and regulatoryretains ***.

 

Pricing assumes orders will be placed at the same time for Toxicologyand P-I material.

 

Pricing includes at no additional cost:

 

A copy of batch records

 

Reasonable assistance in regulatory submissions

 

BSE/TSE traceability documentation

 

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Access as required within project scope to analytical, technical andvalidation expertise

 

Project management services

 

Stage 3 ICH Derived Stability Studies ***. Pricing assumes T0 testingis conducted during lot release in stage 2.

 

**9.****      MILESTONE INVOICING**

 
| **Project Milestone**      | ** ** | **Approximate Timing** | ** ** | **Payment** | ** ** |
|----------------------------|------------|------------------------|------------|-------------|------------|
| Project  Acceptance        |       | August 2008       |       | ***         |       |
| Start of  cGMP Manufacture |       | ***                    |       | ***         |       |
| Release of  cGMP Batch     |       | ***                    |       | ***         |       |
| 2009 Stability  Activities |       | ***                    |       | ***         |       |
| 2010  Stability Activities |       | ***                    |       | ***         |       |

 

**10.****    EARLY TERMINATION**

 

With acceptance of this proposal, Avecia is reserving equipment timeand resources in our manufacturing facility for Senesco. In the event thatSenesco terminates the project, as detailed within this proposal, acancellation fee will be applied. The structure of the fee will be:

 

·      If Senesco cancel themanufacture prior to 90 days before the planned manufacturing start date, nocancellation fee will be applied.

·      If Senesco cancel themanufacture between 90 and 60 days before the planned manufacturing start date40% of the total project cost will be charged as a cancellation fee, allpayments to date will be credited towards this fee.

·      If Senesco cancel themanufacture between 60 and 30 days before the planned manufacturing start date60% of the total project cost will be charged as a cancellation fee, allpayments to date will be credited towards this fee.

·      If Senesco cancel themanufacture <30 days before the planned manufacturing start date 80% of thetotal project cost will be charged as a cancellation fee, all payments to datewill be credited towards this fee.

 

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**11.****    PROPOSAL REVISION HISTORY**

 
| **Proposal Version   Number** | ** ** | **Date**                | ** ** | **Comments/Changes**                                | ** ** |
|-------------------------------|------------|-------------------------|------------|-----------------------------------------------------|------------|
| Version 1                     |       | July 24,  2008     |       | Original  Version                                   | ** ** |
| Version 2                     |       | August 5,  2008    |       | stage 1  deliverable to 3g GLP                      |       |
| Version 3                     |       | August 27,  2008   |       | Amend  stability study                              |       |
| Version 4                     |       | September 4,  2008 |       | Correct  name, add confidentiality and IP statement |       |

 

**12.****    PROPOSAL ACCEPTANCE**

 

Senesco and Avecia by signing below hereby accept the scope of ProposalSNT071608 Version 4 and the terms and conditions contained herein.

 
| /s/ Richard S. Dondero                |   |
|---------------------------------------|--------|
| Name: Richard S. Dondero              |   |
| Title:                                |   |
| Senesco Technologies, Inc.       |   |
|                                  |   |
| /s/ CJ Shields                        |   |
| Name: CJ Shields                      |   |
| Title: VP Global Business Development |   |
| Avecia Biotechnology, Inc.       |   |

 

**13.****    TERMS AND CONDITIONS**

 

Avecia Biotechnology Inc standard terms and conditions are outlinedbelow. These terms would apply in the absence of a supply agreement. We wouldbe happy to discuss and agree a supply agreement at Senesco Technologiesconvenience.

 

This proposal is valid until September 19, 2008.

 

Avecia Biotechnology Inc standard terms and conditions are outlinedbelow. These terms would apply in the absence of a supply agreement. Terms ofpayment are thirty (30) days net from the date of the invoice.

 
| Prices:           |   | This quotation is valid for thirty (30) days from the date issued and  subject to satisfactory credit check. Prices are quoted in US dollars. |
|-------------------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------|
|              |   |                                                                                                                                          |
| Payment by Check: |   | Payment should be made to:   Avecia Biotechnology Inc.   125 Fortune Blvd.   Milford, MA 01757                                                |

 

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| Payment by Wire Transfer: |   | Payment should be made to:   Citizens Bank   Acct #: ***   ABA Routing #: *** |
|---------------------------|--------|-------------------------------------------------------------------------------|

 

GENERAL CONDITIONS

 

This document entitled “Proposal” once signed and authorized by theparties becomes a legally binding Agreement. The terms and conditions for saleand purchase of Product and Services under this Agreement are as follows:

 

1.   Miscellaneous The Agreementcontains all the terms and conditions of sale and purchase of the Product andServices listed within this Agreement. No modification of any terms andcondition, or of any aspect of the project scope, shall be effected unlessmutually agreed by the parties in writing. This Agreement and performancehereunder shall be construed and governed by the laws of Delaware.

 

2.   Term This Agreement shall takeeffect on the date of the final authorizing signature and shall remain ineffect until the later to occur of (i) completion of all Services listedwithin this Agreement or (ii) 30 days following delivery of the finalshipment of Product.

 

3.   Shipments Product will bedelivered EX WORKS AVECIA’s facilities at Milford, Massachusetts. Title to andrisk in the Product shall pass to CUSTOMER at the earliest to occur of (i) thetime at which the Product is placed at CUSTOMER’s request in AVECIA storage or (ii) thetime at which the Product is delivered to CUSTOMER’s designated carrier atAVECIA’s facilities at Milford, Massachusetts.

 

4.   Invoices and Payment AVECIAshall issue to CUSTOMER invoices for payment for the Products and Services inaccordance with the payment milestone schedule within this Agreement. Withinthirty (30) days following the receipt of each invoice, absent a good faithdispute, CUSTOMER shall pay the invoice. AVECIA reserves the right, among otherremedies, to suspend further work or Product deliveries in the event CUSTOMERfails to pay any invoice when same becomes due. Unless otherwise stated in theproject assumptions within this Agreement, the invoice price for Product shallbe calculated on the weight of the Product discharged from the lyophilizer.

 

5.   Excuse of performance Neitherparty shall be subject to any liability for delay in performance, or nonperformance, as a result of fire, flood, natural catastrophe, strike, labortrouble, accident, riot, act of governmental authority or compliance withgovernment request, act of god, or other contingencies and circumstances beyondits reasonable control interfering with the manufacture or delivery of Productor Services covered by this Agreement or with the supply of any raw materialsor utilities used in connection therewith, or in the event AVECIA suspends theoperation of the facility because operation thereof fails to comply withapplicable governmental law, regulation, ordinance, standard order or decreerelating to pollution, ecology, occupational safety and 

 

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health, or environmentalmatters. AVECIA may, during any period of shortage due to any cause, prorateand allocate its supply of raw materials or resources, and delivery ofcontractual commitments in such manner as may be deemed fair and reasonable byAVECIA. In no event shall AVECIA be obligated to purchase Product in themarketplace to satisfy its obligations hereunder.

 

6.   Taxes The prices quoted excludeany applicable sales, use, consumption, value added or excise taxes duties,tariffs and other similar assessments which may be imposed by any governmentalauthority an the sale to CUSTOMER (other than with respect to any income,corporate or similar taxation on AVECIA); provided, however, that the Partiesshall cooperate and take any reasonable and proper steps to reduce or eliminatetaxes.

 

7.   Limited Warranty. AVECIAwarrants title and that all Product sold hereunder conforms to the agreedspecifications and where appropriate cGMP requirements. AVECIA MAKES NO OTHERREPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, AS TOMERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE, OR ANY OTHER MATTER WITHRESPECT TO THE PRODUCT OR SERVICES. Any suggestions made by AVECIA concerningregulatory requirements, regulatory strategy, uses or applications of Productreflect AVECIA’s opinion only, and AVECIA makes no warranty of results to beobtained.

 

8.   Limitation of Liability. Withinfifteen days after receipt of each shipment of Product sold hereunder, CUSTOMERshall examine such Product for any damage, defects or shortage. All claims,including claims for alleged damaged or defective goods, shortage ornon-deliverance of goods, negligence or any other causes whatsoever, shall bedeemed waived unless made in writing and received by AVECIA within thirty daysafter CUSTOMER’s receipt of the Product. Failure of CUSTOMER to give notice ofany claims within the thirty (30) day period shall be deemed an absolute andunconditional waiver of such claim. CUSTOMER’S EXCLUSIVE REMEDY SHALL BE FORDAMAGES AND AVECIA’S LIABILITY FOR ANY AND ALL LOSSES OR DAMAGES RESULTING FROMANY CAUSE WHATSOEVER, INCLUDING ALLEGED NEGLIGENCE, SHALL IN NO EVENT EXCEEDTHE PURCHASE PRICE OF THE PRODUCT OR SERVICE IN RESPECT TO WHICH THE CLAIM ISMADE. AVECIA shall not be liable for, and CUSTOMER assumes responsibility for,all personal injury and property damage resulting from the handling,possession, use or resale of the Product. In no event shall AVECIA be liablefor special, incidental, or consequential damages, whether CUSTOMER’s claim isin contract, negligence, strict liability or otherwise.

 

9.   Intellectual Property CUSTOMERrepresents and warrants to AVECIA that CUSTOMER has all necessary rights tohave the Product made and that AVECIA’s manufacture of Product for CUSTOMERwill not infringe the intellectual property or other rights of any third party.CUSTOMER shall indemnify and hold AVECIA harmless from all liability, damages,costs and expenses relating to any claims brought by third parties forinfringement of any intellectual property rights covering the Productmanufactured to designs or specifications of CUSTOMER. Nothing in thisAgreement shall affect the ownership by either party of any intellectualproperty or process owned by that party. Other than giving AVECIA the right tomanufacture the Product for the 

 

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CUSTOMER, nothing in thisAgreement shall give either party the right to use the other party’sintellectual property. Intellectual property generated, developed, discoveredor invented in connection with work conducted under this Agreement by theparties relating solely to the composition of the Product shall belong toCUSTOMER. All other intellectual property generated, developed, discovered orinvented by the parties in connection with work conducted under this Agreementshall belong to AVECIA.

 

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