Exhibit 10.57
 EXECUTION COPY
 
 RESEARCH AND DEVELOPMENT AGREEMENT
 between
 OXiGENE, INC.
 and
 SYMPHONY ViDA HOLDINGS LLC
 
 Dated as of October 1, 2008




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TABLE OF CONTENTS
 Page1. [Intentionally Omitted]
    
    
    12. Overview of Development
    
    
    13. Development Committee
    
    
    24. Development Plan and Development Budget
    
    
    24.1 Generally
    
    
    24.2 Amendments
    
    
    35. Regulatory Matters
    
    
    45.1 FDA Sponsor
    
    
    45.2 Correspondence
    
    
    45.3 Inspections and Meetings
    
    
    56. The Companys Obligations
    
    
    56.1 Generally
    
    
    56.2 Subcontracting
    
    
    66.3 Reports and Correspondence
    
    
    76.4 Staffing
    
    
    86.5 QA Audit
    
    
    86.6 Financial Audit
    
    
    86.7 Insurance
    
    
    97. Holdings Obligations
    
    
    97.1 Generally
    
    
    97.2 Subcontracting
    
    
    97.3 Insurance
    
    
    107.4 Staffing
    
    
    107.5 Inspection and Audit
    
    
    108. Funding and Payments
    
    
    108.1 Use of Proceeds
    
    
    108.2 Reimbursement
    
    
    108.3 Budget Allocation and Deviations
    
    
    118.4 Employee Benefits
    
    
    119. Covenants
    
    
    129.1 Mutual Covenants
    
    
    1210. Confidentiality
    
    
    13
  i




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Page11. Discontinuation Option
    
    
    1312. Representations and Warranties
    
    
    1412.1 Company Representations and Warranties
    
    
    1412.2 Holdings Representations and Warranties
    
    
    1613. Relationship Between the Company and Holdings
    
    
    1714. Change of Control
    
    
    1815. No Restrictions; Indemnification
    
    
    1815.1 No Restrictions
    
    
    1815.2 Indemnification
    
    
    1816. Limitation of Liabilities
    
    
    2216.1 Between the Parties
    
    
    2217. Term and Termination
    
    
    2217.1 Term
    
    
    2217.2 Termination for Companys Breach
    
    
    2217.3 Termination for Holdings Breach
    
    
    2317.4 Termination of License Agreement
    
    
    2317.5 Survival
    
    
    2318. Miscellaneous
    
    
    2318.1 No Petition
    
    
    2318.2 Notices
    
    
    2418.3 Governing Law; Consent to Jurisdiction and Service of Process
    
    
    2518.4 Waiver of Jury Trial
    
    
    2518.5 Entire Agreement
    
    
    2618.6 Amendment; Successors; Assignment; Counterparts
    
    
    2618.7 Severability
    
    
    26
 
 
  ii




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RESEARCH AND DEVELOPMENT AGREEMENT
 Agreement Closing Date Company Holdings Party Parties Annex A
 PRELIMINARY STATEMENT
   [Intentionally Omitted]
 Overview of Development
 Article 2 Articles 3 4 Article 7 Article 6 Schedule 6.2
  Section 2(b) Manager




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Article 2
 Development Committee Development Committee Annex B Development Committee Charter
 Development Plan and Development Budget
 Generally
 Program Specific Budget Component Cross Program Budget Component
   2




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provided
 Amendments
 Article 4
 Section 4.1
 Scientific Discontinuation Event
   3




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Regulatory Matters
 FDA Sponsor Purchase Option Purchase Option Agreement FDA Sponsor Article 4 provided however Section 5.2
 Correspondence
  4




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provided
 Inspections and Meetings except
 The Companys Obligations
 Generally
   5




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Company Obligations
  Subcontracting Company Subcontractor Subcontracting Agreement provided
  6




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Reports and Correspondence Section 6.3
  7




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Staffing
 QA Audit QA
Audits
 Financial Audit Financial Audits provided however
  8




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Insurance Section 6.7
 Holdings Obligations
 Generally Article 2
 Subcontracting provided provided
  9




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Insurance
 Staffing
 Inspection and Audit provided
 Funding and Payments
 Use of Proceeds
 Reimbursement Article 8 Payment Terms Annex C provided
  10




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Budget Allocation and Deviations Section 8.2 provided Section 8.3 Section 8.3
 Employee Benefits Company Personnel Annex C
  11




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Covenants
 Mutual Covenants
       12




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provided Section 9.1(e)
 Section 9.1(f) Section 5(d)
 Confidentiality
 Discontinuation Option
 Section 4.2(c) Discontinuation Option clause (x) Discontinuation Price Section 11(b) provided Section 11(b)
  13




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Representations and Warranties
 Company Representations and Warranties
 Organization
 Authority and Validity
  14




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No Violation or Conflict clauses (ii) (iii)
 Governmental Consents and Approvals
 Litigation
  15




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No Contracts Schedule 12.1(f) Schedule 12.1(f)
 Information
 Holdings Representations and Warranties
 Organization
 Authority and Validity
  16




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No Violation or Conflict clauses
(ii) (iii)
 Governmental Consents and Approvals
 Litigation
 Relationship Between the Company and Holdings
  17




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Change of Control Section 2A
 No Restrictions; Indemnification
 No Restrictions
 Indemnification
 Symphony Indemnified Party Company Indemnified Party Loss
   18




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Article 15
 Section 15.2(a)(i)(H)) Article 15
    19




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Notice of Claims Section 15.2 Indemnifying Party Indemnified Proceeding Section 15.2 Section 15.2 Section 15.2 Section 15.2
 Defense of Proceedings Section 15.2(b) provided
    20




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clause (ii)
 provided however clause (iii) clause (iii) Section 15.2(c) clause (iii)
 clause (iv)
  Settlement
  21




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Limitation of Liabilities
 Between the Parties SECTION 15.2 ARTICLE 10
 Term and Termination
 Term Article 17
 Termination for Companys Breach
   22




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Section 17.2(a) Section 1(c)(iv) provided Section 2A
 Termination for Holdings Breach
 Termination of License Agreement
 Survival
 Articles 10 11 15 16 18 Sections 6.7 17.5 Section 8.2
 Section 17.5(a) Section 17.6
 Miscellaneous
 No Petition
  23




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Section 18.1
 Notices Section 18.2 provided however provided
 The Company:OXiGENE, Inc.230 Third AvenueWaltham, MA 02451Attn: Chief Executive OfficerFacsimile: (718) 547-6800Holdings:Symphony ViDA Holdings LLC7361 Calhoun Place, Suite 325Rockville, MD 20855Attn: Robert L. Smith, Jr.Facsimile: (301) 762-6154with copies to:Symphony Capital Partners, L.P.875 Third Avenue, 18th FloorNew York, NY 10022Attn: Mark KesselFacsimile: (212) 632-5401
  24




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andSymphony Strategic Partners, LLC875 Third Avenue, 18th FloorNew York, NY 10022Attn: Mark KesselFacsimile: (212) 632-5401
  Governing Law; Consent to Jurisdiction and Service of Process
    Waiver of Jury Trial
  25




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Entire Agreement
 Amendment; Successors; Assignment; Counterparts
   provided that Article 14
  Severability
   26




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SYMPHONY ViDA HOLDINGS LLCBy:
    
    Symphony Capital Partners, L.P.,its ManagerBy:
    
    Symphony Capital GP, L.P.,its general partnerBy:
    
    Symphony GP, LLC,its general partnerBy:
    
    /s/ Mark KesselName: Mark Kessel
Title: Managing MemberOXiGENE, INC.By:
    
    /s/ John A. KollinsName: John A. Kollins
Title: Chief Operating Officer




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ANNEX A
 CERTAIN DEFINITIONS
 $
 33 Act Legend Section 2(f)
 Accredited Investor
 Act
 Activity
   Ad Hoc Meeting Annex B
 Additional Closing Date Section 2(c)
 Additional Funding Agreement
 Additional Holdings Funding
 Additional Holdings Funding Commitment
  Annex A - 1




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Additional Holdings Payment Amount Section 3(a)
 Additional Investment Shares
 Additional Investment Warrant Section 5(b)
 Additional Party Section 14
 Additional Regulatory Filings
 Adjusted Capital Account Deficit Section 1.01
 Advisory Agreement
 Advisory Committee Article 3
 Advisory Committee Charter Article 3
 Advisory Services Section 1(a)
 Affected Member Section 26
 Affiliate clauses (i) (ii)
  Annex A - 2




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Amended and Restated Research and Development Agreement
 Angiogene License Agreement
 Approved Amount Section 2(b)
 ASU License Agreement
 Asset Value Section 1.01
 Auditors
 Balance Sheet Deficiency Section 1(c)(iii)
 Balance Sheet Deficiency Date Section 1(c)(iii)
 Balance Sheet Deficiency Threshold
 Bankruptcy Code
 Bankruptcy Event
    Annex A - 3




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Baylor License Agreement
 Bio-Reductive Trigger
 BMS License Agreement
 Business Day
 Capital Contributions Section 1.01
 Capitalized Leases
 Cash Available for Distribution Section 1.01
 Chair
 Change of Control
   Annex A - 4




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Change of Control Put Option Section 2A(b)
 Change of Control Put Option Exercise Notice Section 2A(c)
 Class A Member
 Class A Membership Interest
 Class B Member
 Class B Membership Interest
 Class C Member
 Class C Membership Interest
 Class D Member
 Class D Membership Interest
 Client Schedules Section 5(b)(i)
 Clinical Trial Material
 Closing Date
 Closing Market Price
 CMC
  Annex A - 5




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Code
 Combretastatin
 Common Stock
 Company
 Company Accounting Advisor
 Company Board Section 3.02 (e)
 Company Common Stock
 Company Common Stock Valuation Section 2(e)
 Company Obligations Section 6.1(a)
 Company Payment Amount Section 4(a)
 Company Payment Commitment
 Company Payment Date Section 4(b)
 Company Personnel Section 8.4
 Company Public Filings
 Company Securities Section 3.02(b)
 Company Shares Section 2.02
  Annex A - 6




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Company Warrants Section 2.02
 Company Subcontractor
 Confidential Information Section 2
 Confidentiality Agreement
 Conflict Transaction Article X
 Control
 Cross Program Budget Component Section 4.1
 Debt
       Annex A - 7




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clauses (a) (i)
  Declaration Period Section 2(a)(ii)
 Development Budget
 Development Committee Article 3
 Development Committee Charter Article 3
  Annex A - 8




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Development Committee Indemnification Agreement
 Development Committee Member Annex B
 Development Plan
 Development Product
 Development Services Section 1(b)
 DGCL
 Direct Investment Shares
 Direct Investment Warrant
 Director(s)
 Disclosing Party Section 4
 Discontinuation Option Section 11(a)
  Annex A - 9




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Discontinuation Option Closing Date Section 11(a)
 Discontinuation Price Section 11(a)
 Discontinued Funds Section 8.1(b)
 Discontinued Program Section 2.10
 Disinterested Directors Article X
 Disposition Section 1.01
 Distribution Section 1.01
 DMF
 Effective Registration Date Section 1
 Encumbrance
 Equity Securities
  Annex A - 10




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ERISA
 Excepted Debt Section 5(c)(iii)
 Exchange Act
 Existing Confidentiality Agreement Section 2(a)
 FDA
 FDA Sponsor Section 5.1
 Final Termination Date Section 1(c)(iii)
 Financial Audits Section 6.6
 Financing
 Fiscal Year
 FTE
 Funds Termination Date Section 1(c)(iii)
 Funds Termination Notice Section 1(c)(iii)
 GAAP
 Governmental Approvals
  Annex A - 11




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Governmental Authority
 Governmental Order
 Hedge Agreement
 Holdings
 Holdings Expenses Section 5.09
 Holdings LLC Agreement
 Holdings Property Section 1.01
 HSR Filings
 IND
 Indemnification Agreement
 Indemnified Party
 Indemnified Proceeding
 Indemnifying Party
  Annex A - 12




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Initial Holdings LLC Agreement
 Initial Investors Funding
 Initial Investors LLC Agreement
 Initial LLC Member Section 1.01
 Interest Certificate Section 1.01
 Investment Company Act
 Investment Policy Section 1(a)(vi)
 Investors
 Investors LLC Agreement
 IRS
 IV Commercialization Activities
 IV Ophthalmology Product
 Key Personnel Schedule 6.4
 Know-How
  Annex A - 13




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Knowledge
 Law
 License
 Licensed Intellectual Property
 Licensed Know-How
 Licensed Patent Rights
     Licensor
 Licensor Regulatory Files
 Licensor Zybrestat Patents
 Lien Section 1.01
  Annex A - 14




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Liquidating Event Section 8.01
 LLC Agreements
 Loss
 Management Fee Section 6(a)
 Management Services Section 1(a)
 Manager
 Manager Event Section 3.01(g)
 Material Adverse Effect
 Maximum Premium Section 4.03(d)
 Medical Discontinuation Event
 Membership Interest
 NASDAQ Rules
  Annex A - 15




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NDA
 Non-IV Closing Date
 Non-IV Notice
 Non-IV Shares
 Non-IV Warrant Section 2.06
 Non-Pivotal Requirements
 Novated and Restated Technology License Agreement
 Operative Documents
  Annex A - 16




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Ophthalmology Product
 Ophthalmology Program
 Option Premium Shares
 Optional Company Funding Section 2(c)
 Optional Company Funding Amount
 OQP
 Organizational Documents
 Original Agreement
 OXi4503
  OXi4503 Compounds
   OXiGENE Directors Indemnification Agreement
  Annex A - 17




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Partial Stock Payment Section 3(a)(iii)
 Party(ies) Party
 Payment Terms Section 8.2
 Percentage Section 1.01
 Permitted Investments Section 1.01
 Permitted Lien Section 1.01
 Person
 Personnel
 Prime Rate
 Products
 Profit Section 1.01
 Program Specific Budget Component Section 4.1
  Annex A - 18




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Program-Specific Claim exclusively
 Program-Specific Patents
 Program Programs
 Protocol Section 6
 Public Companies Section 5(e)
 Purchase Option Section 1(a)
 Purchase Option Agreement
 Purchase Option Closing Section 2(a)
 Purchase Option Closing Date Section 2(a)
 Purchase Option Commencement Date Section 1(c)(iii)
 Purchase Option Exercise Date Section 2(a)
 Purchase Option Exercise Notice Section 2(a)
 Purchase Option Period Section 1(c)(iii)
 Purchase Option Shares
  Annex A - 19




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Purchase Price Section 2(b)
 QA Audits Section 6.5
 Regulatory Allocation Section 3.06
 Regulatory Authority
 Regulatory Files
 Representative
 Research and Development Agreement
 RRD
 RRD Indemnified Party Section 10(a)
 RRD Loss Section 10(a)
 RRD Personnel Section 1(a)(ii)
 RRD Services Agreement
 RRD Zybrestat Services Agreement
 Schedule K-1 Section 9.02(a)
  Annex A - 20




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Scheduled Meeting Paragraph 6 Annex B
 Scientific Discontinuation Event Section 4.2(c)
 SCP
 Second Generation OQP Products
 Second Generation OQP Program
 SEC
 Securities Act
 Share Date Section 2.02
 Solvent Section 1.01
 SSP
 Stock and Warrant Purchase Agreement
 Stock Payment Date Section 2
 Stock Purchase Price Section 2
 Stockholder Approval
 Subcontracting Agreement
  Annex A - 21




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Section 6.2 Section 6.2
 Sublicense Obligations Section 3.2
 Sublicensed Intellectual Property Section 3.2
 Subscription Agreement
 Subsidiary
 Surviving Entity
 Symphony Capital
 Symphony Collaboration
 Symphony Collaboration Auditors Section 5(b)
 Symphony Collaboration Board
 Symphony Collaboration By-laws
 Symphony Collaboration Charter
 Symphony Collaboration Director Event Section 3.01(h)(i)
  Annex A - 22




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Symphony Collaboration Enhancements
 Symphony Collaboration Equity Securities
 Symphony Collaboration Loss Section 10(b)
 Symphony Collaboration Relevant Infringement
 Symphony Collaboration Shareholder
 Symphony Collaboration Shares Section 2.02
 Symphony Fund(s)
 Symphony Regulatory Files
 Symphony Zybrestat Patents
 Tangible Materials provided
 Tax Amount Section 4.02
 Technology License Agreement
  Annex A - 23




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Term Section 4(b)(iv)
 Territory
 Third Party IP Section 2.9
 Third Party License Agreement
 Third Party Licensor
 Transaction Event
 Transfer
 Transferee
 Treasury Regulations
 Vascular Disrupting Agent provided however
 Voluntary Bankruptcy Section 1.01
 Warrant Shares
 Zybrestat
   Annex A - 24




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Zybrestat Compounds
   Zybrestat Confidentiality Agreement
 Zybrestat Indemnification Agreement
 Zybrestat Operative Documents
 Zybrestat Product Zybrestat Product
 Zybrestat Program
  Annex A - 25




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DEVELOPMENT COMMITTEE CHARTER
 Purpose
 Development Committee Holdings Development
Plan Development Budget TLA Company Parties Party Annex A
 Composition
 Development Committee Members
   Chair
  Annex B - 1




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Operations
 Scheduled Meeting provided Ad Hoc Meeting Section 8.3
    Annex B - 2




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Paragraph 11
    Authority and Duties
 Paragraph
11 Sections 4.2(c) 5.1
  Annex B - 3




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provided however
  Annex B - 4




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PAYMENT TERMS
 1.
    
    With respect to the development activities and services provided by the Company pursuant to
this Agreement, and in accordance with the terms of this Agreement, the Development Plan and
the Development Budget, the Company will invoice Holdings, and Holdings will pay the Company,
in accordance with this Annex C.2.
    
    Out-of-pocket fees, expenses and pass-through costs actually incurred by the Company or
Company Personnel in performing the development activities and services pursuant to this
Agreement, which fees, expenses and pass-through costs have been estimated in the Development
Budget, as such Development Budget may be modified upon approval of the Development Committee,
shall be invoiced by the Company to Holdings following the end of the month in which such
development activities and services were performed or such out-of-pocket fees, expenses or
pass-through costs were incurred. Holdings shall pay the Company the amount of such invoice
within [ * ] ([ * ]) days of receipt, provided that the invoice, accompanying documentation
and amount invoiced comply with this Annex C and Article 8 of this Agreement.3.
    
    The Companys monthly invoices must include receipts, third party invoices or other
reasonable documentation for all fees, expenses and pass-through costs of the Company and
Company Personnel. Personnel costs in item 2 shall be reimbursed at an annual fully
burdened FTE rate as set forth in Schedule 1 attached hereto. The Companys invoices
not in accordance with the requirements of this section may incur delays in payment. The
Company shall not charge any administrative fees to Holdings in connection with any fees,
expenses or pass-through costs.4.
    
    All fees, expenses and pass-through costs will be payable in US Dollars. If Holdings
disputes in good faith any portion of an invoice, then Holdings shall pay the undisputed
amounts as set forth in the preceding sentence and the parties shall use good faith efforts to
reconcile the disputed amount as soon as practicable.5.
    
    The Company will transmit invoices to Holdings at the following address:
 
  Annex C - 1




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6.
    
    All payments to the Company shall be sent to the Company, as follows:
 If mailed:
    
    OXiGENE, INC.230 Third AvenueWaltham, MA 02451If wired:
    
    Name of bank:
    
    [ * ]Routing number:
    
    [ * ]SWIFT Code:
    
    [ * ]The Company account number:
    
    [ * ]
  Annex C - 2




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SUBCONTRACTING AGREEMENTS
 Type
    
    Organization
    
    Effective Date[ * ]
    
    [ * ]
    
    [ * ]




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COMPANY KEY PERSONNEL
 Name
    
    PositionPatricia Walicke
    
    Vice President and CMODavid Chaplin
    
    Vice President and CSOChristopher Joyce
    
    Sr. Director, Project ManagementJacqueline Moore
    
    Sr. Director, Clinical OperationsZelanna Goldberg
    
    Medical DirectorRita OFlynn
    
    Clinical Research ConsultantKim Perkins
    
    Associate Director, Preclinical DevelopmentBronwyn Siim
    
    Director, ResearchSuman Sharma
    
    Director, CMCJames Murphy
    
    Vice President and CFOJohn Kollins
    
    COO




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MATERIAL DISCLOSED CONTRACTS
 Type
    
    Organization
    
    Effective Date[ * ]
    
    [ * ]
    
    [ * ]