Exhibit
10.2


 


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


 


	
  BioReliance

  	
   

  	
  BioReliance  

  
	
   

  	
   

  	
  14920 Broschart Road

  
	
   

  	
   

  	
  Rockville, Maryland 20850-3349 USA  

  
	
   

  	
   

  	
  Phone: 301.738.1000 · Fax: 301138.1605 

  
	
   

  	
   

  	
  www.bioreliance.com

  



 


Proposal for Biodistribution and Repeat Dose
Toxicity Studies in Mice




Submitted by:


BioReliance

14920 Broschart Road

Rockville, MD 20850


 


To:

Cato Research Ltd.

and

Senesco Technologies, Inc


 


Date

September 5, 2008


 


THE INFORMATION CONTAINED IN THIS PROPOSAL IS
SUBJECT TO THE FOLLOWING RESTRICTIONS:


 


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


 


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


 


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


 

















 


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


 


2.0                               Scope of Work :




Based on the documentation provided by Cato
Research and Senesco, technical meetings and the technical review of
BioReliance, the following were determined to be distinct milestones of this
project:


 


I.              Development of DNA QPCR Assay


a.     Design
and Development


b.     Characterization
and Qualification


c.     Non-GLP
Final Report


 


II.            Development of RNA QPCR Assay


a.     Assay
Feasibility


b.     Design
and Development


c.     Characterization
and Qualification


d.     Non-GLP
Final Report


 


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


 


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


 


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


 


V.            Development of Immunoassay for detection of ***


 


a.     ***


i.        ***


ii.       ***


iii.      ***


 


b.     ***


i.           ***


ii.          ***


 


VI.           ***

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

b.             *** of ***

c.             ***

d.             *** to ***


 


VII.          ***


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


b.     *** of ***


c.     ***


d.     ***to ***


 


2

















 


VIII.        Immunoassay Antibody Detection Sample Analysis


 


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


 


3.0           Required from Cato Research or Senesco Technologies:


 


·                  siRNA for Milestones II


·                  Test Samples for Milestones III, IV and V


·                  Purchase Order prior to project commencement


 


4.0           Deliverables :


 


·                  GLP final report for Milestones III and IV


 


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


 


5.0           Contacts:


 


BioReliance
point of contact for this project that will be:


Diane Brecha


Senior Technical Sales Specialist


(301) 260-7544


Diane.brecha@bioreliance.com


 


Cato Research
point of contact for this project:


Sharon Daily


(732) 241-0480


 


6.0           Study Costs:


 


	
  Milestone I:

  	
   

  	
  ***

  
	
  Milestone
  II:

  	
   

  	
  ***

  
	
  Milestone
  III:

  	
   

  	
  ***

  
	
  Milestone
  IV:

  	
   

  	
  ***

  
	
  Milestone
  V:

  	
   

  	
  ***

  
	
  Milestone
  VI:

  	
   

  	
  ***

  
	
  Milestone
  VII:

  	
   

  	
  ***

  
	
  Milestone
  VIII:

  	
   

  	
  ***

  
	
  Total for
  Project:

  	
   

  	
  ***

  



 


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


 


All data
and results generated in this study are confidential and are solely owed by
Senesco Technologies, Inc. All information from this study can not be
shared with any other entity beside Cato Research without first receiving
written permission from Senesco.


 


3

















 


All
materials relating to eIF-5A and siRNA against eIF-5A, or their detection or
modification, employed in this study are owned by Senesco
Technologies, Inc. and will be disposed of properly at the conclusion of
the study by BioReliance.


 


By
initiating this study neither party grants or implies the transfer of any Intellectual
Property to the other party.


 


7.0           Payment Terms


 


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


 


8.0           Cancellation Policy


 


BioReliance charges a cancellation fee for
studies cancelled within 120 days of scheduled study start. The cancellation
fee is based on time of cancellation prior to study start as described in the
following table:


 


	
  Months before study start*

  	
   

  	
  Cancellation charge

  	
   

  
	
  1 month or less

  	
   

  	
  $

  	
  ***

  	
   

  
	
  2 months

  	
   

  	
  $

  	
  ***

  	
   

  
	
  3 months

  	
   

  	
  $

  	
  ***

  	
   

  
	
  4 months

  	
   

  	
  $

  	
  ***

  	
   

  
	
  Greater than 4 months

  	
   

  	
  No charge

  	
   

  



 






* Study start is defined as first day of
dosing.


 


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


 


·                  If more than 4 months (120 days) ahead of
scheduled animal arrival there is a change to the schedule, this will be at no
charge. However, we are not able to guarantee availability of a new slot within
a similar time frame, but will work with the Sponsor to find an appropriate
time slot.


 


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


 


9.0           Risk Assessments and Safety


 


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


 


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


 


4

















 


10.0         Signatures


 


	
  Client:

  	
   

  	
  BioReliance:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  /s/ Richard S. Dondero

  	
   

  	
  /s/ Diane Brecha

  	
   

  
	
  Name

  	
   

  	
  Name

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  VP of Research and Development

  	
   

  	
  Sr. Technical Sales Specialist

  	
   

  
	
  Title

  	
   

  	
  Title

  	
   

  



 


Confidentiality


 


This
document has been prepared by and remains the sole property of BioReliance. It
is submitted to the Client solely for use in evaluating BioReliance’s
qualifications and/or quotations concerning the particular projects for which it was
prepared. This document is confidential to BioReliance, and the Client agrees
to treat the document in accordance with the terms of any Confidentiality
Agreements previously signed and, in any event, shall not disclose to any third
party without the consent of BioReliance not to be unreasonably withheld.


 


5

















 


BioReliance Overview:


 


BioReliance Corporation is a leading contract
services organization, offering more than 1,000 tests or services related to biologics
safety testing, in vitro and in vivo toxicology, viral manufacturing and lab
animal health diagnostics for the biopharmaceutical and pharmaceutical
industries. The Company provides cost-effective services to over 600 clients
annually, including most of the largest pharmaceutical and biopharmaceutical
companies in the world. BioReliance is headquartered in Rockville, Maryland and
has additional facilities in Glasgow, Scotland and Stirling, Scotland.


 


	
  Experience

  	
   

  	
  ·         Leader in biologics safety testing, viral
  clearance, viral manufacturing, genetic toxicology and simian testing 

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ·         Global services provided through Rockville, MD; GIasgow and Stirling,
  Scotland 

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ·         More than 140 employees with advanced degrees in science 

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ·         Have provided regulatory support for 20% of marketed biologics 

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ·         Over 1,000 customers worldwide — 50% of
  companies that develop biologics perform work with BioReliance

  
	
   

  	
   

  	
   

  
	
  Services

  	
   

  	
  ·         Biologics Testing - more than 700 testing services for the
  detection of viral and microbial contaminants 

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ·         Toxicology Testing - provider of 100 in vitro and in vivo toxicology services 

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ·         Lab Animal Diagnostics - More than 300 full-service diagnostic assays for laboratory animals used
  in research studies. Services for testing health of animal research models 

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ·         Viral Manufacturing - production services for viral vaccines
  and gene therapy products. Viral oncolytics and cell therapies at all stages
  of development

  
	
   

  	
   

  	
   

  
	
  Quality & 

  	
   

  	
  ·         Majority of assays are validated. 

  
	
  Regulatory

  	
   

  	
   

  
	
   

  	
   

  	
  ·         GLP and GMP infrastructure and compliance. 

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ·         Dedicated QA personnel audit specific steps and procedures during
  each study. 

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ·         Senior personnel available to meet directly with the regulatory
  authorities, if required, to review study results and data. 

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ·         Regulatory advice - regular dialogue with the FDA, EMEA and other 

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ·         Regulatory Authorities help ensure the advice we give is up to date
  and relevant. 

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ·         Expert scientists provide technical and
  regulatory support before, during and after completion of the study.

  



 


6

















 


	
  History of 

  	
   

  	
  ·         1951 - First commercial supplier of cell cultures 

  
	
  Innovation

  	
   

  	
   

  
	
   

  	
   

  	
  ·         1955 - First polio vaccine biosafety protocols 

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ·         1960 - First mouse antibody (MAP) test in
  collaboration with the NIH 

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ·         1978 - First ELISA Dx test for the detection of
  cytomegalovirus (CMV) 

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ·         1981 — Biosafety protocol for first mammalian
  derived biologic (Activase)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ·         1990 - Developed safety protocol for first gene
  therapy to enter human clinical trials 

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ·         1994 - First xeno-transplantation safety testing
  program  

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ·         1997 - Commercial TSE Western Blot offered  

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ·         2000 - First use of molecular quantification for viral
  infectivity  

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ·         2007 Selected to characterize first US national
  stem cell banks 

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ·         2007 - Introduction of iNet for real-time sample
  tracking 

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ·         2007 - HyMy assay for rapid detection of
  mycoplasma

  



 


7