**Exhibit10.2**

 

**Confidential Treatment has been requested for portions of this exhibit.The copy filed herewith omits the information subject to the confidentialityrequest.  Omissions are designated as “***”.A complete version of this exhibit has been filed separately with theSecurities and Exchange Commission.**

 
| BioReliance |   | BioReliance                                 |
|-------------|--------|---------------------------------------------|
|        |   | 14920 Broschart Road                        |
|        |   | Rockville, Maryland 20850-3349 USA          |
|        |   | Phone: 301.738.1000 · Fax: 301138.1605 |
|        |   | www.bioreliance.com                         |

 

Proposal for Biodistribution and Repeat DoseToxicity Studies in Mice

Submitted by:

BioReliance14920 Broschart RoadRockville, MD 20850

 

To:Cato Research Ltd.andSenesco Technologies, Inc

 

DateSeptember 5, 2008

 

THE INFORMATION CONTAINED IN THIS PROPOSAL ISSUBJECT TO THE FOLLOWING RESTRICTIONS:

 

The information contained herein is submitted upon the understandingthat it is privileged or confidential within the meaning of the Freedom ofInformation Act 5 U_S_C., Sec 552 (b) 4.

 

Data contained in all pages of this proposal shall not be used ordisclosed, except for evaluation purposes

 

This proposal is valid for the next ninety (90) days from the submissiondate.

 

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**1.0****                              ****Objective:**To perform biodistribution and toxicitystudies in mice analyzing Senesco test materials eIF-5A DNA and siRNA

 

**2.0****                              ****Scope of Work :**

Based on the documentation provided by CatoResearch and Senesco, technical meetings and the technical review ofBioReliance, the following were determined to be distinct milestones of thisproject:

 

I.              Development of DNA QPCR Assay

a.     Designand Development

b.     Characterizationand Qualification

c.     Non-GLPFinal Report

 

II.            Development of RNA QPCR Assay

a.     AssayFeasibility

b.     Designand Development

c.     Characterizationand Qualification

d.     Non-GLPFinal Report

 

**NOTE:   BioReliance recommends initiating Milestone II first. Due tounfamiliarity with the best technology suitable for this project, BioReliancedoes not guarantee a successful outcome. BioReliance will make best effort todesign an assay that can be used in support of the biodistribution study. Incase the outcome is unsuccessful (i.e., no assay), BioReliance will consultwith Cato to assist in the identification of path forward.**

 

III.           Repeat Dose ***-Day Acute Toxicity Study ***(*** *** of ***, *** of ***, *** and *** and ***); *** ***; *** ***; *** ***and *** on *** ***; ***

 

IV.           Repeat Dose Toxicity and BiodistributionStudy in Mice *** *** (*** *** of ***, *** of ***, *** and ***, ***); ******; *** for *** ***; *** on *** *** and *** *** for ***, *** for *** from ***and ***; *** and ***; clinical *** at *** *** (***); *** *** and ***; *** ***;*** ***and*** ***, and ***

 

V.            Development of Immunoassay for detection of ***

 

a.     ***

i.        ***

ii.       ***

iii.      ***

 

b.     ***

i.           ***

ii.          ***

 

VI.           ***a.             *** *** to ***b.             *** of ***c.             ***d.             *** to ***

 

VII.          ***

a.     *** of *** to ***

b.     *** of ***

c.     ***

d.     ***to ***

 

2

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VIII.        Immunoassay Antibody Detection Sample Analysis

 

**Note:     **Anychanges to the scope of this study including, but not limited to, design,development, performance, materials andlor equipment are subject to BioReliancechange control process, which may result in additional cost to the client.

 

**3.0****          ****Required from Cato Research or Senesco Technologies:**

 

·                  siRNA for Milestones II

·                  Test Samples for Milestones III, IV and V

·                  Purchase Order prior to project commencement

 

**4.0****          ****Deliverables :**

 

·                  GLP final report for Milestones III and IV

 

**Note:     **Unless otherwise stated or requested, all studies conducted byBioReliance are performed in compliance with the requirements of the UK andGerman GLP Regulations, the US FDA Good Laboratory Practice Regulations (21 CFR58), the Japanese GLP Standard and the OECD Principles of Good LaboratoryPractice. BioReliance is fully accredited for GLP.

 

**5.0****          ****Contacts:**

 

**BioReliancepoint of contact for this project that will be:**

Diane Brecha

Senior Technical Sales Specialist

(301) 260-7544

Diane.brecha@bioreliance.com

 

**Cato Researchpoint of contact for this project:**

Sharon Daily

(732) 241-0480

 

**6.0****          ****Study Costs:**

 
| Milestone I:            |   | *** |
|-------------------------|--------|-----|
| Milestone  II:          |   | *** |
| Milestone  III:         |   | *** |
| Milestone  IV:          |   | *** |
| Milestone  V:           |   | *** |
| Milestone  VI:          |   | *** |
| Milestone  VII:         |   | *** |
| Milestone  VIII:        |   | *** |
| **Total for  Project:** |   | *** |

 

**Note:        the pricing information provided in thisproposal is best estimated of BioReliance based on the details available atthis time. The price may vary upon further investigation by BioReliance andadditional information provided by Cato Research and Senesco. If the number oftissue samples and/or mice for the project changes the price of testing willchange. In this case this holds***true,***BioReliance will issue an amended proposal.**

 

**All dataand results generated in this study are confidential and are solely owed bySenesco Technologies, Inc. All information from this study can not beshared with any other entity beside Cato Research without first receivingwritten permission from Senesco.**

 

3

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**Allmaterials relating to eIF-5A and siRNA against eIF-5A, or their detection ormodification, employed in*****this*****study are owned by SenescoTechnologies, Inc. and will be disposed of properly at the conclusion ofthe study by BioReliance.**

 

**Byinitiating this study neither party grants or implies*****the*****transfer of any IntellectualProperty to the other party.**

 

**7.0****          ****Payment Terms**

 

The project will be billed to responsibleparty in installments. Invoicing and Payment terms will be discussed with Catoand Senesco at upon finalization of project requirements.

 

**8.0****          ****Cancellation Policy**

 

BioReliance charges a cancellation fee forstudies cancelled within 120 days of scheduled study start. The cancellationfee is based on time of cancellation prior to study start as described in thefollowing table:

 
| **Months before study start*** | ** ** | **Cancellation charge** | ** ** |
|--------------------------------|------------|-------------------------|------------|
| 1 month or less                |       | $                       | ***        |   |
| 2 months                       |       | $                       | ***        |   |
| 3 months                       |       | $                       | ***        |   |
| 4 months                       |       | $                       | ***        |   |
| Greater than 4 months          |       | No charge               |       |

 

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* Study start is defined as first day ofdosing.

 

Once this agreement is signed, a study startdate will be agreed to by both BioReliance and the Sponsor

 

·                  If more than 4 months (120 days) ahead ofscheduled animal arrival there is a change to the schedule, this will be at nocharge. However, we are not able to guarantee availability of a new slot withina similar time frame, but will work with the Sponsor to find an appropriatetime slot.

 

·                  In all other cases of date changes, a chargeof $7,500 per week will be assessed. This change fee is in addition to the costof the study and will be added to the initial invoice. We will not be able toguarantee availability of a new slot within a similar time frame, but will workwith the Sponsor to find an appropriate time slot.

 

**9.0****          ****Risk Assessments and Safety**

 

Any known safety hazards associated with thetest articles or reagents supplied for use in these studies must be reported toBioReliance in order to allow a full risk assessment of the study to beconducted. Please be aware that there may be a requirement for licences toimport and/or handle certain biological or infectious materials, and it isessential that these be in place before shipment of materials is arranged.Please note that no work shall commence until all relevant risk assessments andlicences are in place.

 

Please also note that for studies underconsideration at our UK facilities, BioReliance is required by the UK Healthand Safety Executive under European Commission Directive 94151/EC to have arisk assessment of any GMO present in its facility. Therefore, if the materialto be supplied is classified as a Genetically Modified Organism (GMO), werequest that you inform us of the safety assessment for the test article.Alternatively, if requested by you, BioReliance’s own Genetic Safety Committeecan do an assessment for you.

 

4

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**10.0****        ****Signatures**

 
| **Client:**                    |       | **BioReliance:**               |   |
|--------------------------------|------------|--------------------------------|--------|
| ** **                     |       | ** **                     |   |
| /s/ Richard S. Dondero         |       | /s/ Diane Brecha               |   |
| **Name**                       | ** ** | **Name**                       |   |
|                           |       |                           |   |
| VP of Research and Development |       | Sr. Technical Sales Specialist |   |
| **Title**                      | ** ** | **Title**                      |   |

*** ***

***Confidentiality***

 

*Thisdocument has been prepared by and remains the sole property of BioReliance. Itis submitted to the Client solely for use in evaluating**BioReliance’squalifications**and/or quotations concerning the particular projects for which it wasprepared. This document is confidential to BioReliance, and the Client agreesto treat the document in accordance with the terms of any ConfidentialityAgreements previously signed and, in any event, shall not disclose to any thirdparty without the consent of BioReliance not to be unreasonably withheld.*

 

5

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**BioReliance Overview:**

 

BioReliance Corporation is a leading contractservices organization, offering more than 1,000 tests or services related to biologicssafety testing, in vitro and in vivo toxicology, viral manufacturing and labanimal health diagnostics for the biopharmaceutical and pharmaceuticalindustries. The Company provides cost-effective services to over 600 clientsannually, including most of the largest pharmaceutical and biopharmaceuticalcompanies in the world. BioReliance is headquartered in Rockville, Maryland andhas additional facilities in Glasgow, Scotland and Stirling, Scotland.

 
| Experience         |   | ·         Leader in biologics safety testing, viral  clearance, viral manufacturing, genetic toxicology and simian testing                                                                |
|--------------------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|               |   |                                                                                                                                                                                                                                   |
|               |   | ·         Global services provided through Rockville, MD; GIasgow and Stirling,  Scotland                                                                                                 |
|               |   |                                                                                                                                                                                                                                   |
|               |   | ·         More than 140 employees with advanced degrees in science                                                                                                                        |
|               |   |                                                                                                                                                                                                                                   |
|               |   | ·         Have provided regulatory support for 20% of marketed biologics                                                                                                                  |
|               |   |                                                                                                                                                                                                                                   |
|               |   | ·         Over 1,000 customers worldwide — 50% of  companies that develop biologics perform work with BioReliance                                                                    |
|               |   |                                                                                                                                                                                                                                   |
| Services           |   | ·         *Biologics Testing -*more than 700 testing services for the  detection of viral and microbial contaminants                                                                      |
|               |   |                                                                                                                                                                                                                                   |
|               |   | ·         *Toxicology**Testing -*provider of 100 *in vitro*and *in vivo*toxicology services                                                                                               |
|               |   |                                                                                                                                                                                                                                   |
|               |   | ·         *Lab**Animal Diagnostics -*More than 300 full-service diagnostic assays for laboratory animals used  in research studies. Services for testing health of animal research models |
|               |   |                                                                                                                                                                                                                                   |
|               |   | ·         *Viral Manufacturing* - production services for viral vaccines  and gene therapy products. Viral oncolytics and cell therapies at all stages  of development                    |
|               |   |                                                                                                                                                                                                                                   |
| Quality & |   | ·         Majority of assays are validated.                                                                                                                                               |
| Regulatory         |   |                                                                                                                                                                                                                                   |
|               |   | ·         GLP and GMP infrastructure and compliance.                                                                                                                                      |
|               |   |                                                                                                                                                                                                                                   |
|               |   | ·         Dedicated QA personnel audit specific steps and procedures during  each study.                                                                                                  |
|               |   |                                                                                                                                                                                                                                   |
|               |   | ·         Senior personnel available to meet directly with the regulatory  authorities, if required, to review study results and data.                                                    |
|               |   |                                                                                                                                                                                                                                   |
|               |   | ·         Regulatory advice - regular dialogue with the FDA, EMEA and other                                                                                                               |
|               |   |                                                                                                                                                                                                                                   |
|               |   | ·         Regulatory Authorities help ensure the advice we give is up to date  and relevant.                                                                                              |
|               |   |                                                                                                                                                                                                                                   |
|               |   | ·         Expert scientists provide technical and  regulatory support before, during and after completion of the study.                                                                   |

 

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| History of |   | ·         **1951 -**First commercial supplier of cell cultures                                       |
|------------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------|
| Innovation |   |                                                                                                                                              |
|       |   | ·         **1955 -**First polio vaccine biosafety protocols                                          |
|       |   |                                                                                                                                              |
|       |   | ·         **1960 -**First mouse antibody (MAP) test in  collaboration with the NIH                   |
|       |   |                                                                                                                                              |
|       |   | ·         **1978 -**First ELISA Dx test for the detection of  cytomegalovirus (CMV)                  |
|       |   |                                                                                                                                              |
|       |   | ·         **1981 —**Biosafety protocol for first mammalian  derived biologic (Activase)         |
|       |   |                                                                                                                                              |
|       |   | ·         **1990 -**Developed safety protocol for first gene  therapy to enter human clinical trials |
|       |   |                                                                                                                                              |
|       |   | ·         **1994 -**First xeno-transplantation safety testing  program                               |
|       |   |                                                                                                                                              |
|       |   | ·         **1997 -**Commercial TSE Western Blot offered                                              |
|       |   |                                                                                                                                              |
|       |   | ·         **2000 -**First use of molecular quantification for viral  infectivity                     |
|       |   |                                                                                                                                              |
|       |   | ·         **2007**Selected to characterize first US national  stem cell banks                        |
|       |   |                                                                                                                                              |
|       |   | ·         **2007 -**Introduction of iNet for real-time sample  tracking                              |
|       |   |                                                                                                                                              |
|       |   | ·         **2007 -**HyMy assay for rapid detection of  mycoplasma                                    |

 

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