**Exhibit10.2**

**Confidential Treatment has beenrequested for portions of this exhibit. The copy filed herewith omits the information subject to theconfidentiality request.  Omissions aredesignated as “***”.  A complete versionof this exhibit has been filed separately with the Securities and ExchangeCommission.**

**JOINTRESEARCH AND DEVELOPMENT AND LICENSE AGREEMENT**

This Joint Research andDevelopment and License Agreement (“**Agreement**”) ismade March 27, 2007 (the “**Effective Date**”),by and between Givaudan Schweiz AG, 138 Überlandstrasse, 8600 DübendorfSwitzerland (“**Givaudan**”), and Redpoint BioCorporation, a Delaware corporation having its principal place of business at2005 Eastpark Boulevard, Cranbury, New Jersey 08512-3515 (“**Redpoint”)**,each individually called a “Party” and together called the “Parties” herein.

**RECITALS**

WHEREAS, the Parties havesignificant knowledge of taste receptor technology and chemistry of flavourcompounds; and

WHEREAS, the Partiesdesire to enter into a collaborative program for the discovery and developmentof Collaboration Compounds that have characteristics of Enhancer Compounds (asdefined hereinafter) or Bitter Blocker Compounds (as defined hereinafter) andthat act primarily through the modulation of the TRPM5 ion channel, a keymolecular element in taste sensation;

WHEREAS, pursuant to theResearch Plan and the Development Plan (as defined hereinafter), the Partieswill work collaboratively in deriving Collaboration Compounds from chemicallibraries, novel chemical synthesis and natural products libraries, selectingcertain Selected Collaboration Compounds (SCCs), optimizing SCCs throughdevelopment and regulatory approval to become Licensed Compounds;

WHEREAS, Givaudan desiresto obtain from Redpoint and Redpoint desires to grant Givaudan a worldwideexclusive license to make, have made, use, sell, have sold and generallycommercially exploit Licensed Products (as defined hereinafter) containingLicensed Compounds for use in the Field (as defined hereinafter); and

Givaudan and Redpointdesire to set forth their full agreement and understanding herein.

***NOW,THEREFORE***, in consideration of the promises and themutual covenants contained herein, the Parties agree as follows:

**1.**                                      Definitions

(a)                               *“Auditor”* has the meaning as set forth in Section 25.

(b)                              *“Affiliate”* means any corporation, company, partnership,joint venture, association or other entity, which directly or indirectlycontrols, is controlled by or is under common control with a Party. As used inthis definition, the term “**control**” meansdirect or indirect beneficial ownership of 50% or more of the outstandingsecurities having voting rights in the general meeting.

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(c)                               *“Agreement”* means this agreement, together with allappendices attached hereto, as it may be amended or supplemented from time totime hereafter by a written agreement executed by authorized representatives ofboth Parties.

(d)                              *“Bitter Blocker Compound”* means a compound that blocks ordesensitizes bitter taste as determined by a human taste panel evaluation.

(e)                               *“Collaboration”* has the meaning as set forth in Section2(a).

(f)                                 *“Collaboration Compound”* means an Enhancer Compound or aBitter Blocker Compound which acts primarily through the modulation of theTRPM5 channel and that is discovered, identified, selected, synthesized,developed or otherwise derived under the Collaboration.

(g)                              *“Collaboration Period”* has the meaning as set forth inSection 2(a).

(h)                              “*Commercial Sale*” means, with respect to a Licensed Compound,any sale or distribution of a Simple Product or an Incorporated Productcontaining a Licensed Compound by Givaudan, its Affiliates or permittedsublicensee to a Third Party in the Territory.

(i)                                  “*Commercialization Plan”* has the meaning set forth in Section17(a).

(j)                                  *“Confidential Information”* means all confidentialinformation, including without limitation Inventions and Know-How disclosed byone Party to the other Party pursuant to this Agreement, including, withoutlimitation, information and material (whether or not patentable) regardingtechnology, products, research, development, manufacturing, marketing,finances, personnel or other business information or objectives, subject to theexception under Article 26.

(k)                               *“Consumer Research”*means consumer research studiesconducted by Givaudan, including taste testing on trained consumers usingGivaudan’s proprietary protocols.

(l)                                  *“Control”* or *“Controlled”*means, with respect to Know-How, ability by a Party, as of the Effective Dateor during the Term, to grant a license or sublicense in accordance with theterms of this Agreement, without violating the terms of any agreement by suchParty with any Third Party that is in effect on the Effective Date.

(m)                            *“CRO”* means has the meaning set forth in Section 11.

(n)                              *“Data Package”* has the meaning set forth in Section 4(c).

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(o)                                 *“Development Plan”* has the meaning set forth in Section5(a).

(p)                                 *“Effective Date”* has the meaning set forth in the preamble.

(q)                                 *“Enhancer Compound”* means a compound which enhancessweetness or savory sensation as determined by human taste panel evaluation.

(r)                                    “*Exercise Period”* has the meaning set forth in Section8(d)(ii).

(s)                                  *“Feasibility Study”* has the meaning set forth in Section6(a).

(t)                                    *“FEMA GRAS”* means the process by which a compound isdetermined to be Generally Recognized as Safe by the Flavor and ExtractManufacturers Association expert panel.

(u)                                 *“Field”* means alluses in foods and beverages by human or animals. For clarity, “Field” shall not include anyuse as nutritional supplements, dietetics, nutraceuticals, prescription andnon-prescription medicines. Notwithstanding the foregoing, “Field” shallinclude the healthy foods and beverages specified in Appendix J.

(v)                                 *“FTE”* means a full time equivalent person year consisting ofa total of 235 days or 1760 hours per year of research and developmentactivities.

(w)                               *“FTE Rate”* means *** per year per FTE, subject to adjustmentas follows: effective beginning with calendar year 2008, the foregoing amountshall be increased on January 1 of each year by the percentage increase, ifany, in the Consumer Price Index, as published by the U.S. Department of Labor,Bureau of Labor Statistics, since the last such increase (or in the case of thefirst such increase, the Effective Date) and such increase shall be not exceed 3%per year and shall be effective on a going-forward basis until further adjustedunder this definition.

(x)                                   *“Incorporated Product”* means a flavour or food ingredientsystem containing a Licensed Compound.

(y)                                 *“Invention”* means any invention, including any new anduseful process, method, or composition of matter, or improvement thereto,whether or not patentable.

(z)                                   *“Know-How”* means Materials, information and data, whether ornot patentable, which is not generally known to the public, including, withoutlimitation, compounds, substances, designs, concepts, assays, formulae,software, techniques, practices, processes, methods, knowledge, skill,experience, expertise, technical information, including pharmacological,toxicological and clinical test data, analytical and quality control data,patent and other legal data or marketing, sales and manufacturing data.

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(aa)                            *“Licensed Compound”* means a SCC that is licensed andprovided by Redpoint to Givaudan pursuant to Section 15 of this Agreement.

(bb)                          *“Licensed Patent Rights”* mean, with respect to a LicensedCompound, all Patent Rights contained in the applicable Licensed Technology.

(cc)                            *“Licensed Product”* means a Simple Product or an IncorporatedProduct.

(dd)                          *“Licensed Technology”* means, with respect to a LicensedCompound, all Redpoint Technology owned or Controlled by Redpoint as of thedate of the license grant by Redpoint to Givaudan pursuant to Section 15, thatis necessary for making, having made, use, sale, and offer for sale of suchLicensed Compound.

(ee)                            *“Major Market”* means any of the following countries orterritories: (i) the United States, (ii) European Union, (iii) Japan, (iv)China (v) Mexico, (vi) Brazil and (vii) Argentina.

(ff)                                “*Marketing Reports”* has the meaning set forth in Section17(b).

(gg)                          *“Materials”* mean materials, substances, compounds, andchemicals, including without limitation, Collaboration Compounds.

(hh)                          *“Net Sales”* means the gross amount received from ThirdParties by Givaudan, its Affiliates and permitted sublicensees for the sale ofthe Simple Products or the Incorporated Products, or by Redpoint for the saleof the products containing a Collaboration Compound, as the case may be, lessdeductions for:

(i)                                     ***discounts actually granted to the extent *** by the Parties to the applicableproducts;

(ii)                                  ***(including, without limitation, ***) actually allowed or given for ***;

(iii)                               *** and other ***actually incurred in *** the applicable products to a ***, to the extent notreimbursed by the ***;

(iv)                              ***(including, without limitation, *** and ***), *** and *** for the applicableproducts that are ***, to the extent that was actually allowed or given; and

(v)                                 ***and other *** incurred in connection with the sale, *** of the applicableproducts.

(ii)                                  *“Party”* or *“Parties”* hasthe meaning as set forth in the Preamble.

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(jj)                                  *“Patents”* means all patents and patent applications and allpatent applications hereafter filed, including any continuation,continuation-in-part, division, provisional or any substitute applications, anypatent issued with respect to any such patent applications, any reissue,reexamination, renewal or extension (including any supplemental patentcertificate) of any such patent, and any confirmation patent or registrationpatent or patent of addition based on any such patent, and all foreigncounterparts of any of the foregoing.

(kk)                            *“Proof of Concept for A Bitter Blocker Compound”* means, withrespect to a Bitter Blocker Compound, proof of conceptdemonstrated in a human taste panel evaluation as set forth below:

(i)                                     The bitter blockeris safe for conducting human tasting at ***; and

(ii)                                  Demonstration thatthe effect is due to modulation of TRPM5, not an off-target effect; and

(iii)                               Demonstration in a human sensory evaluationof a *** in the *** of a *** solution of *** with *** compound at ***.

(ll)                                  *“Proof of Concept for An Enhancer Compound”* means, withrespect to an Enhancer Compound, proof of concept demonstrated in a human taste panel evaluation as set forthbelow:

(i)                                     The enhancercompound is safe for conducting human testing at *** and

(ii)                                  Demonstration thatthe effect is due to modulation of TRPM5, not an off-target effect; and

(iii)                               Demonstration in a human sensory evaluationthat the enhancer compound at a concentration of *** can increase the sweetnessof a *** solution by ***.

(mm)                      *“Redpoint Technology”* means the Know-How (including thatdescribed or claimed in the Patent Rights) related to taste receptor technologyowned or Controlled by Redpoint, to the extent it is related to the Field.

(nn)                          “*Regulatory Approval”* has the meaning set forth in Section5(c)(i).

(oo)                          *“Research Plan”* has the meaning set forth in Section 4(a).

(pp)                          “*Reserved Enhancer Compound”* has the meaning set forth inSection 8(d)(ii).

(qq)                          “*ROFR*” has the meaning set forth inSection 8(d)(iii).

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(rr)                                *“SCC”* or “*Selected CollaborationCompound*,” means a Collaboration Compound that is selected by theSteering Committee pursuant to Section 4(e) for development under theDevelopment Plan.

(ss)                            *“Sensory Data”* means the taste testing data that Givaudancollected from trained consumers using its proprietary protocols in conductingits Consumer Research.

(tt)                                *“Simple Product”* means a Licensed Compound which is sold ona stand-alone or solvent diluted basis.

(uu)                          *“Steering Committee”* has the meaning set forth in Section3(a).

(vv)                          *“Term”* has the meaning set forth in Section 16(a).

(ww)                      *“Third Party”* means any party other than Redpoint, Givaudanand their respective Affiliates.

(xx)                              “*Third Party Claim”* has the meaning set forth in Section9(c)(i).

(yy)                          “*Third Party Infringement”* has the meaning set forth inSection 9(b)(i).

(zz)                              *“TRPM5”* means the Transient Receptor Potential CationChannel, Subfamily M, Member 5.

(aaa)                      *“Valid Claim”*means a claim under an issued patent or a patent application, which has not (i)expired or been canceled, (ii) been declared invalid by an irreversible andunappealable decision of a court or other appropriate body of competentjurisdiction, (iii) been admitted to be invalid or unenforceable throughreissue, disclaimer or otherwise, or (iv) been abandoned.

**I.**                                         RESEARCHAND DEVELOPMENT COLLABORATION

**2.**                                                                                      Collaborationand Collaboration Period

(a)                                  *Collaboration. *Duringa period of *** months starting from the Effective Date, as such period may beextended pursuant to Section 2(b) hereof, (the “**CollaborationPeriod**”), the parties shall collaborate to discover and developCollaboration Compounds, pursuant to the Research Plan and the Development Plan(collectively, the “**Collaboration**”).

(b)                                 *Givaudan’s Option to Extend Collaboration Period*.  Givaudan shall have the option to extend theCollaboration Period by continuing to fund the Collaboration at the full FTEstaffing level for the *** period pursuant to Section 10 for *** subsequent ***periods, which option shall be exercised by giving Redpoint written notice ***prior to the expiration of the Collaboration Period.

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**3.**                                      SteeringCommittee

(a)                                  *Formation and Composition of Steering Committee*.  No later than ten (10) days after theEffective Date, the parties shall establish a joint steering committee (the “**Steering Committee**”). Each Party is entitled to name two members to the Steering Committee andshall appoint one of its members to act as a co-chairperson.  Each member of the Steering Committee shallbe an officer or employee of the relevant Party or its Affiliate and shallpossess sufficient experience and seniority to enable him or her to make ameaningful contribution to the Steering Committee.  The initial members of the Steering Committeeand co-chairpersons are listed on Appendix A. The Steering Committee shall manage the Collaboration and carry out itsfunctions, which are set forth on Appendix B.

(b)                                 *Operation*.  Each Partyshall have one vote on the Steering Committee, which vote shall be cast by itsco-chairperson or another member designated by such co-chairperson.  Both Parties must vote in the affirmative toallow the Steering Committee to take any action that requires the vote of theSteering Committee.  Any disagreementswithin the Steering Committee shall be resolved through good faith discussionsamong the committee members.  Anyunresolved disputes shall be subject to the procedures outlined in Section 38,or as otherwise mutually agreed upon by the Parties in writing.

(c)                                  *Meetings*.  TheSteering Committee shall first meet no later than thirty (30) days after theEffective Date and thereafter shall meet every three (3) months, or asfrequently as the Parties may decide, at a mutually acceptable time andlocation and using mutually acceptable formats including teleconferencing andvideoconferencing.  Each Party will bearits own expenses relating to the meetings and activities of the SteeringCommittee.  Each Party shall usecommercially reasonable efforts to cause its representatives to attend themeetings of the Steering Committee.  If aParty’s representative is unable to attend a meeting, such Party may designatea substitute representative to attend such meeting.  In addition, each Party may, at itsreasonable discretion, invite additional employees, and, with the consent ofthe other Party, consultants or scientific advisors to attend the meetings ofthe Steering Committee as non-voting observers. Either Party may call a special meeting of the Steering Committee byproviding at least fifteen (15) days, written notice to the other Partyspecifying the date, time, place and proposed agenda.

(d)                                 *Minutes*.  During theCollaborative Period, the co-chairperson of Redpoint shall promptly prepare anddeliver to the members of the Steering Committee the minutes of meetings of theSteering Committee for review and approval by both Parties and shall keep

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completeand accurate records of the minutes of the meetings of the Steering Committee.

**4.**                                                                                      ResearchPlan and Its Implementation

(a)                                  *Initial Research Plan*. The initial research plan is set forth in Appendix C and incorporatedinto this Agreement by reference (as amended from time to time pursuant to thisAgreement, the “**Research Plan**”).

(b)                                 *Modification of the Research Plan*.  During the Term, either Party may proposechanges to the Research Plan in writing to the Steering Committee.  The proposed changes shall be reviewed anddiscussed by the Steering Committee at the first quarterly meeting that is heldat least thirty (30) days after the submission of the proposed changes.  The Research Plan shall be modified toincorporate the proposed changes, if and only to the extent that such proposedchanges have been unanimously adopted by the Steering Committee inwriting.  Notwithstanding the foregoing,in the event a Party provides reasonable evidence to demonstrate that anactivity contemplated by the Research Plan is not commercially feasible orpractical, the Research Plan shall be modified accordingly.

(c)                                  *Implementation of Research Plan by Redpoint*.  Redpoint shall use its ***, using theresources received under Sections 19 and 20, to carry out the responsibilitiesand obligations assigned to it under the Research Plan.  Redpoint shall prepare and submit to theSteering Committee with information on all Collaboration Compounds discoveredpursuant to the Research Plan, including information on ***, samples ofCollaboration Compounds adequate for full evaluation and *** estimates (“**Data Package(s**)”).

(d)                                 *Implementation of Research Plan by Givaudan*.  Givaudan shall use its *** to carry out theresponsibilities and obligations assigned to it under the Research Plan.

(e)                                  *Selection of SCCs*. Each time Redpoint submits a Data Package, the Steering Committee shallreview and evaluate whether a Collaboration Compound contained in such DataPackage shall be selected for development under the Development Plan.  Such determination shall be made with theassistance of Redpoint under the criteria adopted by the SteeringCommittee.  Such determination shall bemade within a mutually agreeable period from receiving such Data Package, notto exceed *** days.

**5.**                                      DevelopmentPlan and Its Implementation; Regulatory Matters

(a)                                  *Initial Development Plan*. The initial development plan is set forth in Appendix D and incorporatedinto this Agreement by

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reference,and within thirty (30) days of the selection of a SCC, shall be supplementedfor the development of such SCC (as amended from time to time pursuant to thisAgreement, the “**Development Plan**”).

(b)                                 *Implementation of Development Plan*.

(i)                                     Theimplementation of the Development Plan shall (A) commence upon the SteeringCommittee’s selection of an SCC to be developed under the Development Plan and(B) subject to the Collaboration Period, and ***, or as determined by theSteering Committee.

(ii)                                  Givaudanshall use *** to carry out its responsibilities and obligations assigned to itin the Development Plan in accordance with the Development Plan.

(c)                                  *Regulatory Filing.*

(i)                                     Pursuantto the Development Plan, *** shall be responsible for making all regulatoryfilings to obtain ***, approvals of the *** regulatory authorities or the ***or other regulatory approvals for the use of the SCCs in the Field in the MajorMarkets (the “**Regulatory Approval**”).

(ii)                                  Theregulatory filings shall be prepared and submitted through a CRO managed byRedpoint.  The selection of such CROshall be subject to *** approval.  ***shall have the right to review and comment on the protocols being used tosupport the regulatory filings and *** shall use its reasonable efforts to take*** comments into account.

(iii)                               Redpoint shallexclusively own all regulatory filings made or filed by *** for all SCCs aswell as the resulting Regulatory Approvals, and such Regulatory Approvals shallbe subject to the license grants pursuant to Section 15(a).

(iv)                              Tothe extent it is ***, *** shall use its *** to include regulatory filings for aSCC that is a Bitter Blocker Compound for commercial use in the Field whenmaking regulatory filings for such Compound outside the Field; provided that*** shall be responsible and *** for any *** by *** as a result of developingand preparing such regulatory filings with broader field applications inaddition to the ***.  For clarity ***shall be free to use any Regulatory Approvals and related data to support itsown program.

(v)                                 ***may file regulatory approvals in other territories outside the Major Markets at*** and ***.

(d)                                 *Regulatory Cooperation*.

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(i)                                     ***shall use *** to provide *** with access to its regulatory expertise and assist*** in the performance of the foregoing activities.  *** shall provide *** with copies of allfilings for obtaining Regulatory Approvals, data and determinations on theSCCs.

(ii)                                  Inaddition, each Party is obligated to:

a.                                       givetimely notice to the other Party for any adverse events and product recallactions relating to any food or drink incorporating any SCCs; and

b.                                      reportsuch adverse events as required by law.

**6.**                                      NaturalProducts Discovery Program

(a)                                  *Feasibility Study*.  Asa part of the Collaboration, Redpoint agrees to conduct a feasibility study toevaluate the possibility for the discovery of *** Compounds and *** Compoundsthat are natural products and that act primarily through the modulation of theTRPM5 channel (the “**Feasibility Study**”).The parties agree that if such feasibility study is conducted by using anymaterial that is ***, such material shall ***. The Steering Committee shalldetermine activities to be conducted in the Feasibility Study, which mayinclude:

(i)                                     focusedscreening of specifically isolated natural products as defined fromstructure-activity relationships developed through chemical library screening;

(ii)                                  broadscreening of purified natural products libraries in cell-based TRPM5 assay; and

(iii)                               evaluation of foodprocess side streams as potential sources of lead compounds or precursors forbiosynthetic modification.

(b)                                 *Potential Expansion of the Collaboration*.  Depending on the outcome of the FeasibilityStudy and upon the Parties’ mutual agreement, Givaudan and Redpoint will negotiatein good faith to modify or broaden the scope of this Agreement by amending thisAgreement in writing to include research and development of Enhancer Compoundsand Bitter Blockers Compounds acting through the TRPM5 channel that are naturalproducts for use in the Field.  Duringthe Collaboration Period, Redpoint will not enter into any collaboration withany Third Party to research and develop Enhancer Compounds and Bitter BlockersCompounds acting through the TRPM5 channel that are natural products for use inthe Field.

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**7.**                                      Reports

Each Party shall, within*** days of the end of each quarterly Steering Committee meeting, report to theother a written summary of the results of the research and development work ithas carried out under this Agreement. Each Party agrees to prepare and exchange written and electronic reportsconcerning any results and data required by either Party as supportinginformation for any regulatory filings. The exchange of such report may be reasonably supplemented, at therequest of the Party receiving the report, by correspondence.

**8.**                                      Redpoint’sOwnership and Givaudan’s Rights

(a)                                  *Redpoint’s Ownership. *AllMaterials (including all Collaboration Compounds), Know-How, Inventions, eitherpatentable or not patentable, all information of scientific or technical nature(including the Data Packages), and all Regulatory Approvals, created, developedor generated, obtained, or otherwise arising out of the Collaboration shall besolely and exclusively owned by Redpoint.

(b)                                 *Disclosure and Assignment*. Givaudan agrees to promptly disclose or caused to be disclosed toRedpoint all Inventions made by or on behalf of Givaudan or any Affiliatesduring the course of the Collaboration. Givaudan agrees to assign and cause its employees and employees of itsAffiliates to assign to Redpoint all such Inventions made during the course ofthe Collaboration and to execute, and cause to be executed, all documentationnecessary to perfect such assignments.

(c)                                  ***

(d)                                 *Givaudan’s Rights*.

(i)                                     Duringthe Collaboration Period, Redpoint may not grant any commercial license to anyThird Party under the applicable Licensed Technology with respect to anyCollaboration Compounds for use in the Field.

(ii)                                  Subjectto the rest of this Section 8(d), for *** after expiration (but nottermination) of the Collaboration (the “**Exercise Period**”),Redpoint shall reserve up to *** (the “**Maximum Number**”)Collaboration Compounds that are Enhancer Compounds (the “**ReservedEnhancer Compounds**”) for Givaudan to obtain, upon granting ofRegulatory Approval in the first Major Market, exclusive licenses with respectto such Reserved Enhancer Compounds *** for use in the Field; provided that inthe event that the Collaboration is early terminated, such Maximum Number shallbe ***  Within *** days after theexpiration or termination of the Collaboration, *** shall provide *** with alist of the Reserved Enhancer

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Compounds.  Givaudan’s option with respect to theReserved Enhancer Compounds may be exercised at any time during the Exercise Periodby providing Redpoint with a written notice setting forth the identity of theReserved Enhancer Compound; provided that Givaudan shall reimburse Redpoint allfees and costs incurred by Redpoint after the expiration or termination of theCollaboration in researching and developing such Reserved Enhancer Compounds,including fees and costs relating to obtaining Patent Rights and RegulatoryApprovals.

(iii)                               During the ExercisePeriod, Givaudan shall have a right of first refusal to obtain a license with respectto any Collaboration Compound other than the Reserved Enhancer Compounds foruse in the Field in a Major Market (the “**ROFR**”), whichGivaudan may exercise by giving written notice to Redpoint within *** daysafter receiving a notice from Redpoint of its intent to license out suchCollaboration Compound for use in the Field. If Givaudan fails to provide a timely written notice, or notifiesRedpoint in writing that Givaudan does not desire to obtain a license suchCollaboration Compound, then Redpoint shall have the right to grant a licensewith respect to such Collaboration Compound to a Third Party without anyfurther obligation.  If Givaudan timelynotifies Redpoint of its desire to obtain a license, then the Parties shallnegotiate in ***. If Givaudan exercisesits ROFR and Redpoint rejects Givaudan’s offer, Redpoint shall have a *** for the exploitation of such CollaborationCompound. If the offer of a Third Party (A) ***.  Forclarity, Redpoint may withdraw its offer to license out such CollaborationCompound to any party at any time, in which case, the ROFR with respect to suchCollaboration Compound shall remain available to Givaudan in the event Redpointdecides to license out such Collaboration Compound again.

(iv)                              Inthe event that the Collaboration is early terminated, (x) the Exercise Periodfor exercising the ROFR pursuant to Section 8(d)(iii) shall be reduced to ***years with respect to Collaboration Compounds that are Enhancer Compounds, andthe number of such Enhance Compounds shall be reduced to a number equal to theproduct of (A) the total number of Collaboration Compounds that are EnhancerCompounds (other than the Reserved Enhancer Compounds) *** and (B) *** dividedby *** and (y) the Exercise Period for *** pursuant to Section 8(d)(iii) shallbe reduced to *** and Redpoint shallnot be required to pay any royalty or sublicense fee under Section 24 withrespect to any Collaboration Compound that is a Bitter Blocker Compound;provided further that Givaudan shall not have the ROFR to any CollaborationCompound if the termination occurs prior to the *** Effective Date.

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(v)                                 Forclarity, Givaudan’s rights set forth in Sections 8(d)(ii) to 8(d)(iv) above arelimited to commercial licenses for use in the Field and shall not affectRedpoint’s right to conduct any research for any purposes or grant any ThirdParty any license for use outside the Field with respect to any CollaborationCompound (including Licensed Compounds and Reserved Enhancer Compounds).

**9.**                                      Patents

(a)                                  *Prosecution and Maintenance of Patent Rights*.

(i)                                     *Redpoint’s Rights*. Redpoint shall be responsible for filing and prosecuting the patents andpatent applications in the Major Markets and any other countries upon Givaudan’swritten request for the Collaboration Compounds.  Givaudan shall reimburse Redpoint for allcosts associated with prosecuting and maintaining Patent Rights relating to theCollaboration Compounds in the Major Markets and such other countries,including all costs associated with prosecution of patent applications and allmaintenance fees and annuities for any patents issuing therefrom.  Redpoint will render, upon request, anyreasonable assistance required for the filing of such patent application. Tothe extent the Reserved Enhancer Compounds and Licensed Compounds are used orcommercially exploited by Redpoint outside the Field, the costs associated withprosecuting and maintaining the patents shall be ***.

(ii)                                  *Givaudan’s Rights*.  IfRedpoint opts against filing a patent application on a Collaboration Compound,Givaudan ***.

(iii)                               *Decision onPatenting.* The *** shall take all decisions relating to thepatenting of the Inventions.

(b)                                 *Enforcement of Patent Rights*.

(i)                                     *Notification*.  EachParty shall provide the other with timely written notice of all known infringementsand other unauthorized uses by any Third Party of any Patent Right relating toa Licensed Compound or Reserved Enhancer Compound for use in the Field in aMajor Market (the “**Third Party Infringement**”).

(ii)                                  *Enforcement of Patent Rights with Respect to Licensed Compounds orReserved Enhancer Compounds*. With respect to a Licensed Compound that is a Bitter Blocker Compound,at its own *** expenses, *** may *** to enforce the Licensed Patent Rightsagainst any Third Party Infringement relating to such Licensed Compound atGivaudan’s expenses pursuant to terms and conditions set forth herein; providedRedpoint shall not be obligated to enforce such Licensed Patent Rights if such

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enforcementcould have an adverse impact on Redpoint. With respect to a Licensed Compound that is an Enhancer Compound orReserved Enhancer Compound, Redpoint shall have the first right, but not theobligation to enforce the Licensed Patent Rights against any Third PartyInfringement at Givaudan’s expenses relating to such Licensed Compound orReserved Enhancer Compound pursuant to terms and conditions set forthherein.  In the event Redpoint fails toinitiate its enforcement of the Licensed Patent Rights within *** days of itsreceipt of the request from Givaudan, Givaudan may, at its own *** expenses,enforce the Licensed Patent Rights against the Third Party Infringementrelating to such Licensed Compound or Reserved Enhancer Compound pursuant toterms and conditions set forth herein. Any recovery obtained from the Third Party shall *** and *** in***.  The remaining recovery, if any,shall be granted to *** and included in the ***. In the event Givaudan has not*** take action against any Third Party Infringement within *** after notice ofsuch Third Party Infringement, Redpoint may, but shall not be required to, takesuch action as Redpoint may deem appropriate to prevent or enjoin the ThirdParty Infringement.  In such event,Redpoint shall act at its ***, and Givaudan shall reasonably cooperate withRedpoint.  Any recovery obtained undersuch action shall belong solely to Redpoint.

(c)                                  *Defense Against Third Party Claims*.

(i)                                     *Notification*.  If anywarning letter or other notice of infringement is received by a Party, or anyaction, suit or proceeding is brought against a Party, alleging infringement ofa Patent Right of any Third Party in any aspect arising out of the manufacture,sale or use of a Licensed Product in the Field in a Major Market (the “**Third Party Claim**”), such Party shall promptly notify theother Party.

(ii)                                  *Defense of Patent Rights with Respect to Licensed Compounds. *Each Party shall have full andsole authority, information and assistance necessary to defend, hire counsel,make decisions or settle on any terms, with respect to a Third Party Claimagainst such Party and at such Party’s expense; provided that Givaudan shallnot settle any Third Party Claim without Redpoint’s prior writtenapproval.  Givaudan shall in good faithexecute all documents, provide pertinent records, and take all other actions,including requiring persons within its control to give testimony, which may bereasonably required in connection with Redpoint’s defense or settlement of suchThird Party Claim.

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**10.**                               Personnel

(a)                                  *Research and Development of Enhancer Compounds*.  Commencing from the Effective Date, Givaudanshall fund Redpoint the following number of FTEs to support the research anddevelopment of Enhancer Compounds during the Collaboration Period:
| *** FTEs |   | First *** month period  |
|----------|--------|-------------------------|
|     |   |                    |
| *** FTEs |   | Second *** month period |
|     |   |                    |
| *** FTEs |   | Third *** month period  |
|     |   |                    |
| *** FTEs |   | Last *** month period   |

 

(b)                                 *Research and Development of Bitter Blocker Compounds*.  Commencing from the Effective Date, Givaudanshall fund Redpoint the following number of FTEs to support the research anddevelopment of Bitter Blocker Compounds during the Collaboration Period:
| *** FTEs |   | First *** month period  |
|----------|--------|-------------------------|
|     |   |                    |
| *** FTEs |   | Second *** month period |
|     |   |                    |
| *** FTEs |   | Third *** month period  |
|     |   |                    |
| *** FTE  |   | Last *** month period   |

 

The Parties anticipatethat Redpoint will provide dedicated scientific and technical staff in supportof the Collaboration.  Redpoint shallalso be able to use allocated FTE funds, *** to support outsourced contractsynthetic chemistry efforts at ***.

**11.**                               Delegationto a Contract Research Organisation

Subject to Section 20,Redpoint may delegate part of its research or regulatory obligations to aContract Research Organisation (hereafter “**CRO**”) of itschoice. Notwithstanding the foregoing, the regulatory CRO shall ***.

The tasks that may bedelegated to the CRO are described in Appendix E.

 Other than the CROs *** for conductingregulatory obligations, the CROs will act on behalf of Redpoint which shall ***correct performance of the research obligations under the Agreement.

Redpoint shall procurethat the CRO be bound by the same *** obligations as those under thisAgreement.

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**12.**                               Delegationto Givaudan’s Affiliates

Givaudan shall beentitled to delegate part or all of its obligations under the Research Plan orthe Development Plan to any of its Affiliates. It shall in any event remain fully liable to Redpoint for the properperformance of the Agreement by any of its Affiliates.

**13.**                               ExclusiveCooperation

During the CollaborationPeriod, Redpoint shall research and develop Enhancer Compounds and BitterBlocker Compounds that act primarily through the modulation of TRPM5 receptorfor use in the Field exclusively with Givaudan and Givaudan shall not perform anydiscovery work involving the TRPM5 receptor by itself or with any ThirdParty.  For the sake of clarity, nothingin this Agreement shall prevent Redpoint from conducting research or any otheractivities with any Third Party outside the Field and nothing in this Agreementshall prevent either Party from conducting research or any other activities inthe Field unrelated to the TRPM5 receptor. For further clarity, upon expiration or termination of the CollaborationPeriod, Redpoint shall be free to pursue, with or without Third Parties, newresearch to identify sweetness or savory enhancers and bitter blockers actingat TRPM5 for use in any field in any product markets.

**14.**                               Terminationof the Collaboration

(a)                                  *Termination of Collaboration by Givaudan*.  Givaudan may terminate the Collaborationprior to the end of the Collaboration Period by giving Redpoint *** days’ priorwritten notice, if

(i)                                     theLicensed Patent Rights to the extent they claim TRPM5 receptors are no longerValid Claims in the *** or in at least *** of the following countries: ***;

(ii)                                  theCollaboration on Enhancer Compounds has not achieved Proof of Concept within*** months following the Effective Date;

(iii)                               all of *** during theCollaboration Period, unless Redpoint can demonstrate that it can *** with ***of *** and *** to assure *** and program ***;

(iv)                              ifthe path to Regulatory Approval deviates from the Development Plan and suchcosts relating to the Regulatory Approvals in the *** (toxicological testingprocedures and filing fees) exceed *** dollars (US$***) per SCC; or

(v)                                 ifRedpoint is *** or *** Givaudan listed on Appendix F; provided that Givaudanshall exercise such termination right by giving Redpoint written notice within*** days after the date of Redpoint’s written notification of the consummationof such ***.

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(b)                                 *Effect of Termination of Collaboration by Givaudan. *Givaudan’s early termination ofthe Collaboration shall be of no effect on the licenses already granted withrespect to any Licensed Compounds prior to such termination of theCollaboration. These licenses shall remain in full force and effect andGivaudan’s rights *** shall *** to the extent as set forth in Section 8(d)(ii)and Givaudan’s *** shall also *** to the extent as set forth in Section8(d)(iv).  In addition, if Givaudanterminates the Collaboration as a result of Redpoint’s *** a *** or *** ofGivaudan pursuant to Section 14(a)(v), Givaudan shall have *** within *** years*** of the Collaboration on *** as set forth herein with respect to all *** asof the date of such termination, which *** has *** within *** days afterRedpoint *** that a Third Party is interested in obtaining a commercial licensewith respect to such SCC; provided that Givaudan shall continue to reimburse*** all fees and costs incurred by Redpoint *** after such termination inobtaining Patent Rights and Regulatory Approvals with respect to such SCCs asit would otherwise be required to do had the Collaboration not been earlyterminated.

(c)                                  *Termination of Collaboration As A Result of Breach*.  A Party may the Collaboration if the otherParty materially breaches its obligations with respect to the Collaboration andsuch breach is not cured or curable within *** days after it notifies the otherParty in writing about such breach.  Thefailure of a Party’s *** obligations under the Collaboration shall be deemed amaterial breach by such Party.

(d)                                 *Termination as a Result of Bankruptcy Proceeding*.  A Party may terminate the Collaboration byproviding written notice to the other Party upon (i) the filing of bankruptcy,receivership or similar proceeding due to insolvency (voluntarily orinvoluntarily) by the other Party or (ii) the dissolution, liquidation or otherdiscontinuation of all or a significant part of the other Party’s business operationsor the threat to cease to carry on all or a significant part of its businessoperations.  Any termination pursuant tothis Section 14(d) shall be effective as of the date specified in the notice oftermination.

(e)                                  *Notice. *Allcommunication relating thereto shall be made by registered post to theaddresses mentioned in the notice section.

**II.**                                     LICENSING

**15.**                               Grantof License

(a)                                  *Exclusive License Grant by Redpoint.*  Upon the Regulatory Approval of an SCC in thefirst Major Market, Redpoint shall grant Givaudan an exclusive, non-assignable(except to its Affiliates) licence under the applicable Licensed Technology ***and the Regulatory Approval in such Major Market to make, have

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made,use, sell, have sold and generally commercially exploit such SCC in the Field,with the limited right to sublicense in accordance with Section 15(c).

(b)                                 Givaudanwill use reasonable efforts to assist Redpoint in the manufacture of LicensedProducts containing Licensed Compounds which are Bitter Blockers Compounds foruse or commercial exploitation outside the Field, ***. In any event, suchassistance may only be granted against *** and subject to a separate agreementto be negotiated in good faith.

(c)                                  *Sublicense*.  Givaudanmay not sublicense its rights granted by Redpoint under this Agreement to anyThird Party without Redpoint’s approval, which approval may not be unreasonablywithheld. The parties understand that Givaudan shall be free to sublicense anyof the rights granted under this Agreement to any of its Affiliates.  In each sublicense agreement with a permittedsublicensee, Givaudan shall require the sublicensee to comply with the termsand conditions of this Agreement. Givaudan’s execution of a sublicense agreement shall not relieveGivaudan of any of its obligations under this Agreement.  Givaudan shall remain jointly and severallyliable to Redpoint for any performance or non-performance of a sublicensee ofGivaudan.

(d)                                 *Redpoint’s Rights*. Except for the rights expressly granted to Givaudan under this Agreement,all right, title and interest in and to the Licensed Technology and RegulatoryApprovals shall at all times remain with and be vested in Redpoint.

(e)                                  *Covenant Not to Sue*. Each Party hereby covenants not to directly or indirectly initiate anylegal proceeding or bring any claim against the other Party claiming the otherParty’s infringement of any Know-How in manufacturing any product containingany Licensed Compound.

**16.**                               Termand Termination of the Licenses

(a)                                  *Term*.  Each licenseshall be for the duration of the later of (i) twelve years as of the firstCommercial Sale of the applicable Licensed Compound, either as a *** or as an*** as long as the Licensed Technology remain, confidential or (ii) the date ofthe last to expire of the Valid Claim covering such Licensed Compound (the “**Term**”).

(b)                                 *Early Termination*.

(i)                                     *Termination As A Result of Breach*.  Either Party may terminate the licensesgranted hereunder on a *** if the other Party materially breaches itsobligations with respect to the applicable Licensed Compound, and such breachis not cured or curable within *** days. The failure of a Party’s ***

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obligationswith respect to a license hereunder shall be deemed a material breach by suchParty with respect to such license.

(ii)                                  *Termination as a Result of Bankruptcy Proceeding*.  A Party may terminate the licenses grantedhereunder on a Licensed Compound-by-Licensed Compound basis by providingwritten notice to the other Party upon (i) the filing of bankruptcy,receivership or similar proceeding due to insolvency (voluntarily orinvoluntarily) by the other Party or (ii) the dissolution, liquidation or otherdiscontinuation of all or a significant part of the other Party’s businessoperations or the threat to cease to carry on all or a significant part of itsbusiness operations.  Any terminationpursuant to this Section 16(b)(ii) shall be effective as of the date specifiedin the notice of termination.

(iii)                               *Terminationas A Result of Termination of Collaboration.* Early termination of the Collaboration byGivaudan pursuant to Section 14(a) shall have the effect set forth in Section14(b).

(c)                                  *Termination for Convenience. * On a Licensed Compound-by-Licensed Compoundbasis, *** may terminate this Agreement with respect to a Licensed Compound atany time, without cause, with a notice of ***. For clarity, Givaudan may not terminate the Collaboration except asprovided in Section 14(a).

(d)                                 *Effect of Termination in General*.  Termination or expiration of theCollaboration, or any of the licenses for any reason shall be without prejudiceto any rights that shall have accrued to the benefit of a Party prior to suchtermination or expiration.  Upontermination or expiration of the license with respect to a Licensed Compound,all licenses with respect to the applicable Licensed Technology and RegulatoryApprovals granted under this Agreement with respect to such Licensed Compoundshall terminate; it being understood that the termination or expiration of thelicense with respect one Licensed Compound shall not affect the rights andobligations hereunder with respect to any other Licensed Compounds.

(e)                                  *Effect of Termination As A Result of Material Breach (as per article16b (ii)).*

(i)                                     WhereGivaudan terminates any license with respect to a Licensed Compound that is anEnhancer Compound as a result of Redpoint’s material breach pursuant to Section16(b)(i), then Givaudan shall ***.

(ii)                                  WhereGivaudan terminates any license with respect to a Licensed Compound that is aBitter Blocker Compound as a result of Redpoint’s material breach pursuant toSection 16(b)(i), then Redpoint shall ***.

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(f)                                    *Effect of Termination As A Result of Bankruptcy (as per Section 16b(ii))*.  Where Givaudanterminates any license with respect to a Licensed Compound pursuant to Section16(b)(ii), then Givaudan shall ***.

(g)                                 *Return of Confidential Information and Materials. *Within *** days of the effectivedate of the expiration or termination of this Agreement in its entirety, eachParty shall cooperate with the other Party in transferring to such other Partyor destroying (as the other Party may elect), and causing its Affiliates andsublicensees to transfer or destroy (as applicable), all ConfidentialInformation and Materials provided by the other Party***.***

(h)                                 *Survival.*  Withoutlimiting the foregoing, Sections *** shall survive the termination orexpiration of this Agreement for any reason.

**17.**                               CommercialExploitation

(a)                                  *Commercialization Plan*. With respect to each Licensed Compound, within *** days after theRegulatory Approval for such Licensed Compound in the first Major Market,Givaudan shall submit to Redpoint a proposed commercialization plan for allMajor Markets (the “**Commercialization Plan**”).  Givaudan shall use *** to pursue thecommercialization of such Licensed Compound (and any Licensed Productsresulting therefrom) in accordance with such Commercialization Plan.

(b)                                 *Annual Marketing Reports*. With respect to each Licensed Compound, after the Regulatory Approvalfor such Licensed Compound in the first Major Market, Givaudan shall deliver toRedpoint annual reports, which shall be due on the anniversary day of thereceipt of the Regulatory Approval and which shall provide Redpoint with areasonably detailed summary of its development, marketing and commercializationactivities conducted with respect to such Licensed Compound (including productsresulting therefrom) in the preceding year, including Givaudan’s progresstowards the achievement of milestone events set forth in Section 22, togetherwith updated sales forecast (the “**Marketing Reports**”).

(c)                                  *Lack of Diligence*. Redpoint may terminate the license(s) granted herein to Givaudan withrespect to a particular Licensed Compound in the relevant Major Market(s) ,effective upon written notice to Givaudan, if:

(i)                                     Givaudanfailed to cause regulatory filing to be made in each Major Market other thanthe first Major Market within *** months after obtaining the RegulatoryApproval in the first Major Market and/or failed to obtain Regulatory Approvalsin such Major Market within *** after obtaining the Regulatory

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Approvalin the first Major Market *** determines that it *** the Regulatory Approvaland recommends not to make regulatory filing in such Major Market;

(ii)                                  Givaudanfailed to provide to Redpoint Marketing Reports with respect to such LicensedCompound in such Major Market(s) for ***; and

(iii)                               Givaudan failed to use*** to carry out commercialization activities with respect to such LicensedCompound in such Major Market(s) for *** years.

**III.**                                 REMUNERATION

**18.**                               TechnologyAccess Fee

In recognition ofRedpoint’s prior investment in the Field and its ownership of Licensed IP,Givaudan shall make a one-time upfront payment by wire transfer to Redpoint of*** within *** days from execution of the Agreement.

**19.**                               Personnel

Givaudan shall assume thecost of the FTEs mentioned under Section 10 at the rate of *** per year per FTEresearcher, payable ***, by wire transfer to Redpoint before the first day ofeach ***; provided the first payment in an amount prorated for the periodstarting from the Effective Date to the last day of the first *** shall be madeon the Effective Date and that Redpoint shall invoice Givaudan each payment dueunder this Section 19.

**20.**                               ContractResearch Organisation (CRO) Costs

Givaudan shall assume:

·                                          thereasonable CRO costs associated with the research and development of ***Compounds (e.g. toxicology, pharmacological screening, safety testing, etc.)plus an overhead rate of ***.

·                                          thereasonable Field—specific CRO costs associated with the research anddevelopment of *** Compounds (e.g. Field—specific taste testing) plus anoverhead rate of ***.

CRO costs *** of the***.  Givaudan shall pay Redpoint the CROcosts by wire transfer within thirty (30) days after the date of Redpoint’sinvoice.

**21.**                               Reimbursementof Regulatory Costs

Givaudan shall reimburseRedpoint for all costs incurred by Redpoint in connection with obtainingRegulatory Approvals for use in the Field in the Major Markets as concerns theSCCs which are *** Compounds.  Givaudanshall make the reimburse payment by wire transfer within *** days after thereceipt of Redpoint’s invoice.  If thepath to regulatory approval deviates from the Development Plan and ***regulatory approvals (toxicological testing

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procedures and filingfees) *** per SCC, Givaudan *** Parties agree on ***. Redpoint shall assume ***costs incurred in connection with *** concerning *** Compounds.

**22.**                               Milestonepayments

Givaudan shall make thefollowing non-creditable, non-refundable milestone payments by wire transfer toRedpoint within *** days of the occurrence of the following milestone events,as determined by the *** (8 milestones):

(a)                                  *Proof of Concept Milestone* Givaudan shall pay to Redpointthe amount of

·                                          ***for the first Licensed Compound that is an ***; and

·                                          ***for the first Licensed Compound that is a *** Compound

within *** from theoccurrence of the following ***, events relating to the applicable LicensedCompound:

·                                          Achievementof Proof of Concept for An *** Compound or Proof of Concept for A *** Compound,respectively;

·                                          ***

·                                          ***

(b)                                 *Regulatory Approval Milestone.*

(i)                                     Givaudanshall pay to Redpoint the amount of

·                  *** for thefirst Licensed Compound that is an *** Compound; and

·                  *** for thefirst Licensed Compound that is a *** Compound

within *** from theapplicable Licensed Compound obtaining a ***.

(ii)                                  Givaudanshall pay to Redpoint the amount of

·                  *** for thefirst Licensed Compound that is an *** Compound; and

·                  *** for thefirst Licensed Compound that is a *** Compound

within *** from theapplicable Licensed Compound obtaining Regulatory Approval by the first of the*** or the *** or any other regulatory authority in a Major Market ***.

(c)                                  *First Commercial Batch of Licensed Product Milestone*

Upon first production incommercial quantities of a Licensed Compound (either as a Simple Product or anIncorporated Product) that is an ***, Givaudan shall pay to Redpoint the amountof ***.

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Upon first production incommercial quantities of a Licensed Compound (either as a Simple Product or anIncorporated Product) that is a *** Compound Givaudan shall pay to Redpoint theamount of ***.

For the avoidance ofdoubt, production trials shall not be deemed to be made in commercialquantities for the purpose of this provision.

**23.**          Royalties Payable to Redpoint

(a)                                  *Running Royalties*. Givaudan shall pay to Redpoint royalties based on the total combined NetSales of the Simple Product(s) (on a stand-alone or solvent diluted basis),and/or on the total combined Net Sales of the Incorporated Product(s) (as theflavour or food ingredient system(s) containing the Licensed Compound(s)), soldby Givaudan and its Affiliates to Third Parties. The royalty rates (the “RunningRoyalties”) shall be as follows:

(i)                                     Totalcombined Net Sales of the Simple Product(s) sold on a stand alone or solventdiluted basis: ***

(ii)                                  Totalcombined Net Sales of the Incorporated Products sold as flavour compositions orfood ingredient systems:

·                  Under ***dollars (US$***) in sales — ***

·                  *** dollars(US$***) to *** million dollars (US$***) in sales (i.e. next *** dollars(US$***) of sales) — ***

·                  *** dollars(US$***) to *** dollars (US$***) in sales (i.e. next *** dollars (US$***)) —***

·                  *** dollars(US$***) and above: ***

See Appendix G forexamples of the foregoing royalties calculation.

(b)                                 *Minimum Royalties. *Givaudanshall pay to Redpoint a minimum annual total combined royalty of *** (the “**Minimum Royalty**”), which shall be paid within *** from the*** of the date when the first Regulatory Approval in a Major Market wasobtained.  It shall run for *** years and*** by Givaudan during the applicable year. The Minimum Royalty *** of termination of the Agreement in the course ofthe applicable year.

(c)                                  *Sublicense Fees*.  Withrespect to a Licensed Compound, Givaudan shall pay to Redpoint *** of theamount equal to the aggregate amount of all upfront or, milestones payments,and all payments and considerations in any other forms (in addition to royaltypayments based on Net Sales of the Licensed Compound), received by Givaudanfrom its Third Parties sublicensees for the Simple Product or the IncorporatedProduct incorporating such

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LicensedCompound for use in the Field; provided in the event such sublicense grants an*** right to a Givaudan customer, the percentage shall be increased from ***.

(d)                                 *Payment. *Theforegoing royalties and sublicense fees shall be paid by Givaudan to Redpointby wire transfer within *** from the end of the *** to which they relate.

**24.**          Royalties Payable to Givaudan

(a)                                  *Royalties on*****Compounds.*  With respect to a Licensed Compound that is a*** Compound, Redpoint shall pay to Givaudan a *** royalty on Redpoint’s totalcombined Net Sales of the products containing such Licensed Compound outsidethe Field.  The aggregate amount of suchroyalty shall not exceed a total amount ***.

(b)                                 *Sublicense Fees on*****Compounds*.  With respect to a Licensed Compound that is a*** Compound, Redpoint shall pay to Givaudan *** of the amount equal to theaggregate amount of all upfront payments, milestone payments and royaltiesreceived by Redpoint from its sublicensees for the products containing suchLicensed Compound for use outside the Field; provided that the aggregate amountof such royalty shall not exceed ***.

(c)                                  *Sublicense Fees on*****Compounds*.  With respect to a Licensed Compound that isan *** Compound, Redpoint shall pay to Givaudan *** of the amount equal to theaggregate amount of all upfront payments, milestone payments and royaltiesreceived by Redpoint from its sublicensees for the products containing suchLicensed Compound for use outside the Field.

(d)                                 *Payment. *Theforegoing royalties and sublicense fees shall be paid by Redpoint to Givaudanby wire transfer within *** days from the end of the *** to which they relate.

**25.**          Audit

Each Party shall maintainand shall cause its Affiliates and sublicensees to maintain accurate books andrecords, which enable the calculation of milestone payments and royaltiespayable hereunder to be verified.  EachParty shall retain and shall cause its Affiliates and sublicensees to retainthe books and records for each quarterly period for *** or such longer periodas required by law after the year to which they relate.

Once per contract year,either Party shall have the right to have an auditing company of internationalreputation which the Parties may agree upon (the “**Auditor**”)auditing the other Party’s books of account or those of its relevantAffiliates, to the extent necessary to determine whether the other Party andits relevant Affiliates’ have paid royalties in compliance with the expressterms of this Agreement.  Upon completionof the audit, the Auditor shall report only

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whether the audited Partyis in compliance with this Agreement or, if not, the amount of any overduepayment.  Redpoint and Givaudan agree toaccept the determination of the Auditor as binding and final, and if the auditreveals that the audited Party owes money to the other, then the audited Partyshall promptly pay such sum to the other. The cost of any such audit shall be borne by the Party requesting theaudit, unless the audit reveals that the audited Party’s aggregate missingpayments exceeds *** of the total amount due, in which case the audited Partyshall bear the cost of the audit.

**IV.**           MISCELLANEOUS

**26.**          Confidentiality.

(a)                                  *Confidential Information. *EachParty acknowledges that in the course of this Agreement it may have access toConfidential Information relating to the other Party. Subject to Section 8(c),all results and data (including the Materials and Data Packages) generated fromthe research and development under the Collaboration shall be consideredConfidential Information of Redpoint and subject to the confidentialityrequirements of this Section 26 and that the results of Consumer Research, theCommercialization Plan and the Marketing Reports shall be consideredConfidential Information of Givaudan. The content of this Agreement, the Research Plan and the DevelopmentPlan shall be considered Confidential Information of both Parties.  Notwithstanding the foregoing, ConfidentialInformation shall not include information or materials received by thereceiving Party if such information or materials:

·                  was in thepublic domain prior to the date of this Agreement or subsequently came into thepublic domain through no fault of the receiving Party; or

·                  was lawfullyreceived by the receiving Party from a Third Party which is not under a duty ofconfidentiality to the other Party; or

·                  was already inthe possession of the receiving Party prior to the receipt thereof, directly orindirectly, from the other Party as demonstrated by contemporaneous evidence.

(b)                                 *Confidentiality and Non-Use. *TheParties undertake:

·                  not to discloseany Confidential Information to any Third Party without the prior writtenconsent of the other Party; and

·                  not to use anyConfidential Information for any other purposes than the performance of thisAgreement.

The Parties guaranteethat the Confidential Information will be disclosed only to those of theiremployees who need to know it and

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agree to be bound by theterms and conditions of this Agreement, irrespective of whether they leavetheir service.

Affiliates of Givaudanare not regarded as Third Parties, and may be given access to ConfidentialInformation received from Redpoint on a need-to-know basis, provided thesecompanies have accepted to be bound by the terms of this provision.

Notwithstanding theforegoing, each Party shall use reasonable efforts to avoid disclosure ofConfidential Information to any of its directors who represent a competitor orcustomer of the other Party.

(c)                                  *Required Disclosure. *Ifthe receiving Party becomes legally required to disclose ConfidentialInformation, or any part thereof, then the receiving Party will give the otherparty prompt advance notice of such requirement.  The Party required to disclose suchinformation must give written notice of such disclosure to the other Partysufficient in advance to allow the other Party to seek confidential treatmentand protection and must cooperate with the other Party’s efforts to seek, atthe request and expense of the other Party, all confidential treatment andprotection for such disclosure as is permitted by applicable law.  If the other Party waives compliance with anyof the terms of this Agreement or does not seek or is unable to obtain aprotective order or other appropriate remedy with respect to such disclosure ofConfidential Information, then the receiving Party agrees to disclose only thatportion of the Confidential Information necessary to ensure compliance withsuch legal requirement.

(d)                                 *Permitted Use and Disclosures*.  Each Party may use or disclose ConfidentialInformation disclosed to it by the other Party to the extent such use ordisclosure is reasonably necessary and permitted in the exercise of the rightsgranted hereunder in:

·                  filing orprosecuting patent applications;

·                  conductingclinical trials; or

·                  submittinginformation for food additive approval applications;

provided that thedisclosing Party shall give reasonable advance written notice of suchdisclosure to the other Party where reasonably possible and, save to the extentinappropriate in the case of patent applications, shall use its reasonableefforts to secure confidential treatment of such Confidential Information inconsultation with the other Party prior to such disclosure (whether throughprotective orders or otherwise) and disclose only the minimum necessary tocomply with such requirements.

Notwithstanding theforegoing, either Party may disclose the material terms of this Agreement underan obligation of confidentiality at least

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as stringent as theconfidentiality obligations hereunder to any potential sublicensee, potentialacquirer, merger partner, bank, venture capital firm, or other financialinstitution to obtain financing.

(e)                                  *Public Disclosure*. Except as otherwise required by law, rule or regulation (and then onlyto the extent required thereunder), neither Party shall issue a press releaseor make any other public disclosure of the terms of this Agreement without theprior approval of the other Party, which approval shall not be unreasonablywithheld.  Each Party shall submit anysuch press release to the other Party prior to release, and the receiving Partyshall have *** days to review and decide whether to approve any such pressrelease, which approval shall not be unreasonably withheld.  The Parties hereby agree to issue theirrespective press releases with respect to the execution of this Agreement,substantially in the form attached hereto as Appendixes H1 and H2.

(f)                                    *Publication of Results***. **Subject to the express provisionsof this Agreement, results and data obtained by either Party in the course ofthe Collaboration may be submitted for publication by Redpoint in accordancewith Redpoint’s customary practices. Redpoint shall send a copy of the proposed publication to Givaudan andshall allow Givaudan *** days from the date of receipt for review, comment andreasonable approval.

(g)                                 *Equitable Relief*. Each Party acknowledges and agrees that any breach of theconfidentiality and non-use provisions may cause irreparable harm to the otherParty for which damages may not be an adequate remedy, and, accordingly, theother Party shall be entitled to seek equitable relief in addition to all otherremedies available at law.

(h)                                 *Term of Confidentiality and Non-Use*.  The obligations of confidentiality andnon-use under this provision shall be valid for the duration of this Agreementand for *** after its expiry, except with respect to the ConfidentialInformation constituting trade secrets of a Party, in which case theobligations shall remain until such Confidential Information ceases to be tradesecrets.

**27.**          Warranties, Liabilities and Indemnifications

Any Material exchangedbetween the Parties under this Agreement is understood to be experimental innature.  Except as otherwise provided forbelow, neither Party makes representations and extends warranties of any kind,expressed or implied, as to merchantability of any Know-How or its fitness fora particular purpose.

Each Party shall use theKnow-How at its own risk and warrants that it has full right and authority toenter into this Agreement and that to the best of its knowledge on theEffective Date its execution does not and will not cause it to

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be in breach of anyobligation towards Third Parties under any agreement existing as of theEffective Date.

Redpoint warrants that

·              it will use its commercially reasonableefforts to ensure that the Licensed Compounds provided to Givaudan shall befree of any liens, and

·              to the best of its knowledge the use ofthe material technology applied by it for the purpose of this Agreement willnot infringe the rights of any third parties, nor necessitate their approval.

·              to the best of its knowledge Redpoint hasor will have the right to grant the applicable Licensed Technology andRegulatory Approvals to Givaudan pursuant to this Agreement.

The Parties agreeto be bound by the indemnification provisions set forth on Appendix I hereto.

**28.**          Change in Circumstances

The failure of eitherParty to timely perform any obligation under this Agreement by reason ofepidemic, earthquake, riot, civil commotion, fire, act of God, war, terroristact, strike, flood, or governmental act or restriction, or other cause that isbeyond the reasonable control of such Party shall not be deemed to be amaterial breach of this Agreement, but shall be excused to the extent and forthe duration of such cause, and the affected Party shall provide the otherParty with full particulars thereof as soon as it becomes aware of the same(including its best estimate of the likely extent and duration of theinterference with its activities) and shall use commercially reasonable effortsto avoid or remove such cause, and shall perform its obligation(s) with theutmost dispatch when the cause is removed.

**29.**          Use of Name or Trademarks

Neither Party shall useanother Party’s name or trademarks or its Affiliates’ names or trademarks forpublicity or advertising purposes, without the written consent of the otherParty.

**30.**          Assignment

This Agreement shallinure to the benefit of and be binding on the Parties, their successors andlegitimate assigns.

The Parties shall notassign this Agreement or rights hereunder to any Third Party (understandingthat Givaudan’s Affiliates are not considered to be Third Parties) without theother Party’s prior written consent, except to a company or other businessentity which by merger, purchase, or otherwise acquires all or substantiallyall of the assets or business of the applicable Party, or with which such Partymay be consolidated or merged, provided that such company or business entity ornew formed entity confirms by written statement that it

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assumes all obligationsunder this Agreement.  Any assignmentwhich conflicts with this paragraph shall be null and void and deemed to be amaterial breach of this Agreement.

**31.**          Independent Contractor Status

The Parties acknowledgeand agree that they are independent contractors of each other, and shall not,either itself or any of its personal, for any purposes be considered to be anemployee of the other Party.  ThisAgreement is not a partnership agreement and nothing in this Agreement shall beconstrued to establish a relationship of co-partners or joint venturers betweenthe Parties.

**32.**          Severability

The invalidity orunenforceability of any provision of the Agreement shall not affect thevalidity or enforceability of any other provision hereof.  The invalid or unenforceable provision shallbe deemed to be replaced by a provision which accomplishes, as close as legallypossible, the purpose of the invalid or unenforceable provision.

**33.**          Waivers

The failure of eitherParty at any time to enforce any provision of this Agreement shall not beconstrued as a waiver of future compliance therewith, and said provision shallremain in full force and effect.  Nowaiver of any term or condition of this Agreement, on the part of a Party,shall be effective unless such waiver is in writing and signed by the otherParty.

**34.**          Further Assurances

From time to time theParties shall execute, acknowledge and deliver to each other any furtherdocuments, assurances and other matters, and shall take any other actionconsistent with the terms of this Agreement, that may reasonably be requestedby a Party and necessary or desirable to carry out the purposes of thisAgreement.  The Parties shall cooperateand use all reasonable efforts to make all other registrations, filings andapplications, to give all notices and to obtain as soon as practicable allgovernmental or other consents, approvals, orders, qualifications,authorizations, permits and waivers, if any, and to do all other thingsnecessary or desirable for carrying out the proposes of this Agreement.

**35.**          Advice of Counsel

Givaudan and Redpointhave each consulted counsel of their choice regarding this Agreement and eachacknowledges and agrees that this Agreement shall not be deemed to have beendrafted by one Party or another and shall be construed accordingly.

**36.**          Entire Agreement

This Agreement, togetherwith exhibits hereto, constitutes the entire agreement between Givaudan andRedpoint with respect to its subject matter,

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and all prior and otheragreements among them, oral or written, concerning the same subject matter aremerged into this Agreement.  ThisAgreement may not be modified except by a writing signed by the Parties hereto.

**37.**          Governing Law and Jurisdiction

This Agreement and futureamendments hereto shall be governed by, and construed in accordance with, thelaws of the ***.  Any dispute arising outof, or in connection with, this Agreement that is initiated by Givaudan shallbe submitted to a competent court located in the *** and any dispute arisingout of, or in connection with, this Agreement that is initiated by Redpointshall be submitted to a competent court located in ***.

**38.**          Dispute Resolution

Any dispute that mayarise relating to the terms of this Agreement or the activities of the Partiesshall be referred to the Steering Committee, who shall attempt in good faith toachieve a resolution.  If the SteeringCommittee is unable to resolve such a dispute within sixty (60) days of thefirst presentation of such dispute to the Steering Committee, such disputeshall be referred to the Chief Executive Officers of Givaudan and Redpoint (ortheir respective designee who has the authority to make decisions on behalf ofsuch Party) who shall use good faith efforts to mutually agree upon the propercourse of action to resolve the dispute. If any dispute is not resolved by these individuals (or their designees)within thirty (30) days after such dispute is referred to them, or such longerperiod as they may mutually agree, then either Party shall have the right tolitigate such dispute or to pursue such other dispute resolution mechanism asthe Parties may agree.

**39.**          Notices

Any notice to be given toeither Party hereto shall be in writing and shall be effective upon receipt orupon mailing by certified or registered mail, postage prepaid, and addressed asfollows:

If to Givaudan:

Givaudan Suisse SA

5, chemin de laParfumerie

1214 Vernier Switzerland

Attention: Legal Affairs

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Any party may change theaddress designated by notifying the other parties in the manner provided above.

With a copy to:

Givaudan FlavorsCorporation

1199 Edison Drive

Cincinnati Ohio 45216

U.S.A.

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Attention: Robert Eilerman

If to Redpoint:

Redpoint Bio Corporation

2005 Eastpark Boulevard

Cranbury New Jersey08512-3515

U.S.A.

Attention: Scott M. Horvitz

With a copy to:

Morgan Lewis &Bockius

1701 Market Street

Philadelphia Pennsylvania19103

U.S.A.

Attention: Andrew Gilbert, Esq.

**40.**          Headings

The headings contained inthis Agreement are inserted for convenience of reference only and shall not bea part of, control or affect the meaning hereof.

**41.**          Counterparts

This Agreement may beexecuted in counterparts, each of which shall be deemed to be an original, butwhich together shall constitute one and the same instrument.

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**42.**          Term and termination of the Agreement

**ThisAgreement shall begin on the Effective Date. The parties may terminate theentirety of this Agreement at any time by mutual consent.**

**TheParties may also terminate the Collaboration and/ each license individually inaccordance with Sections 14 and 16 of this Agreement.**

**Inaddition, Redpoint may terminate this Agreement, including the licenses grantedhereunder if Givaudan has failed to pay the Minimum Royalty under Section 23bof this Agreement and has not corrected such default within 30 days afterwritten notice thereof by Redpoint.**

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***INWITNESS WHEREOF,*** the Parties have executed this Agreementas of the date first written above.
| **GIVAUDAN SCHWEIZ AG** | ** **          | **REDPOINT BIO CORPORATION** |
|-------------------------|---------------------|------------------------------|
| ** **              | ** **          | ** **                   |
| ** **              | ** **          | ** **                   |
| By:                     | /s/ BOB PELLEGRINO  |                         |   | By: | /s/ F. RAYMOND  SALEMME |   |
|                    |                |                         |
| By:                     | /s/ MAURICIO GRABER |                         |   |   |
|                    |                |                         |   |   |
| By:                     | /s/ GILLES ANDRIER  |                         |   |   |
|                         |                     |                              |  |  |  |  |  |  |

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**AppendixA**

**List ofInitial Members and Co-Chairpersons of Steering Committee**

**On Behalfof Redpoint**

Co- Chairperson: ***

Initial Members:

**On Behalfof Givaudan**

Co-Chairperson: ***

Initial Members:

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**AppendixB**

**Functionsof Steering Committee**

TheSteering Committee shall manage the Collaboration and carry out the followingfunctions:

(i)                                     exploreand evaluate the activities and progress of the Collaboration and providestrategic direction and performance criteria for the Collaboration;

(ii)                                  facilitatethe cooperation of the Parties under the Collaboration;

(iii)                               review and amend, ifnecessary, the Research Plan and the Development Plan;

(iv)                              establishthe criteria and protocol for selecting the SCCs;

(v)                                 reviewand evaluate the Data Packages and select the Reserved Enhancer Compounds andSCCs for development;

(vi)                              allocateresources and approve any annual CRO budget exceeding ***;

(vii)                           review program progressagainst milestones and determine when milestones have been achieved;

(viii)                        review progress of patentfilings;

(ix)                                reviewregulatory filings and strategies, propose amendments to program strategy andmake changes as necessary;

(x)                                   determinethe activities to be conducted in the Feasibility Study;

(xi)                                approvethe selection of the CRO that will be contracted to prepare and submitregulatory filings;

(xii)                             determination of patentingprosecution strategy; and

(xiii)                          development of a safetyprotocol for tasting ensuring safe practice for each Party.

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**Appendix C:**

***

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**Appendix C1.**

***

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**Appendix C2**

***

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**Appendix D**

***

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**AppendixE**

**List ofFunctions that may be delegated to CROs**

Functions wheretasks may be delegated to CROs may include the following:

**Discovery:**

·                  ***

·                  ***

·                  ***

·                  ***

·                  ***

**Development**

·                  ***

·                  ***

·                  ***

·                  ***

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**AppendixF**

**List ofGivaudan Competitors and Customers**

Competitors

***

Customers

***

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**AppendixG**

***

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** **
| **Givaudan Press Release Draft** | ** ** | **Appendix H1** |
|----------------------------------|------------|-----------------|

***

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| ***Redpoint Bio Press Release Draft*** | ** ** | ***Appendix H2*** |
|----------------------------------------|------------|-------------------|

 

*******

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**AppendixI**

**IndemnificationProvisions**

1.1           **RedpointIndemnification**. Redpoint hereby agrees to defend and indemnifyGivaudan, and its officers, directors, employees, agents and Affiliates(collectively, the “**Givaudan Indemnitees**”)from and against all Losses, liabilities, obligations, damages or other amountspayable to a Third Party, including reasonable attorney’s fees and costs oflitigation (the “Loses”) resulting from a claim, demand, action, suit or otherproceeding brought or threatened by a Third Party against a Givaudan Indemniteebased on any development, of a SCC or a Licensed Compound by Redpoint; aproduct liability claim on any Redpoint product incorporating any LicensedCompound relating to its use outside the Field, except to the extent suchLosses are attributable to any negligence or willful misconduct of a GivaudanIndemnitee.

1.2           **GivaudanIndemnification. **Givaudanhereby agrees to defend and indemnify Redpoint, and its officers, directors,employees, agents and Affiliates (collectively, the “**RedpointIndemnitees**”) from and against all Losses, resulting from a claim,demand, action, suit or other proceeding brought or threatened by a Third Partyagainst a Redpoint Indemnitee based on any development, manufacture, use,handling, storage, sale, or other disposition of a SCC or a Licensed Compoundby or through Givaudan or its Affiliates or its permitted sublicensees; aproduct liability claim on any product incorporating any Licensed Compoundrelating to its use in the Field; or the practice by Givaudan of any licensegranted hereunder, except to the extent such Losses are attributable to anynegligence or willful misconduct of a Redpoint Indemnitee.

1.3           **LIABILITYLIMITATION**.  IN NO EVENT SHALLEITHER PARTY BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES SUFFERED BY THEOTHER PARTY RESULTING FROM THIS AGREEMENT.

1.4           **Procedurefor Indemnification**.  EachParty seeking to be reimbursed, indemnified, defended, and held harmless underSection 1.1 or 1.2 of this Appendix I (each, an “**Indemnitee**”)shall (i) provide the Party obligated to indemnify such Indemnitee (the “**Indemnitor**”) with prompt, written notice of any claim, suit,demand, or other action for which such Indemnitee seeks to be reimbursed,indemnified, defended, and held harmless (each, a “**Claim**”),which notice shall include a reasonable identification of the alleged factsgiving rise to such Claim; (ii) grant such Party reasonable authority andcontrol over the defense and settlement of any such Claim; and (iii) reasonablycooperate with such Party and its agents in defense of any such Claim, at theIndemnitor’s expense.  Each Indemniteeshall have the right to participate in the defense of any Claim for whichIndemnitee seeks to be reimbursed, indemnified, defended, or held harmless, byusing attorneys of such Indemnitee’s choice, at such Indemnitee’s expense.  Any settlement of a Claim for which anyIndemnitee seeks to be reimbursed, indemnified, defended, or held harmlessunder this Appendix I shall be subject to the prior written approval of suchIndemnitee, which approval shall not be unreasonably withheld, conditioned, ordelayed.

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**AppendixJ**

***

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