Ohr Pharmaceutical, Inc. 10-Q


 


Exhibit 10.45


 


SECOND
RESEARCH AGREEMENT


 


THIS
Second Research Agreement (this “Agreement”) is made and
entered into effective as of July 30, 2013 (the “Effective Date”), by and between SKS Ocular, LLC, a
Delaware limited liability company and its subsidiary, C Therapeutics, LLC, having a principal place of business at 57 Meadow
Woods Road, Great Neck, New York 11020 (collectively “SKS”) and [redacted]*. SKS and [redacted] may be
referred to in this Agreement individually as a “Party” or collectively as the “Parties.”


Recitals


WHEREAS
SKS owns or has rights in and to technology relating to formulating active agents for sustained release.


WHEREAS
SKS desires to develop and apply SKS’s technology to create sustained release formulations of [redacted]’s proprietary
compound, [redacted].


WHEREAS
SKS and [redacted] entered into a Research Agreement dated effective October 25, 2012 (the “First Research Agreement”)
to provide for the funding and performance of such research, as further described therein.


WHEREAS
SKS and [redacted] now desire to enter into this Second Research Agreement to provide for further research and collaboration related
to the application of SKS’s technology to create sustained release formulations of [redacted].


WHEREAS
[REDACTED] desires to conduct, with assistance from SKS, a pharmacokinetics and safety study (the “PK Study”) to generate
data for the purpose of testing three sustained release formulations containing [redacted] against certain performance criteria
established by the Parties.


Now,
Therefore, in consideration of the premises and of the performance
of the covenants contained in this Agreement, and of other good and valuable consideration the receipt and sufficiency of which
is hereby acknowledged, the Parties agree as follows:


		1.	Definitions



When
used in this Agreement, capitalized terms will have the meanings as defined below and throughout this Agreement.


1.1             
“Affiliate” As utilized herein, the term
“Affiliate” means, with respect to a Party, any entity or person that, directly or indirectly, controls, is controlled
by, or is under common control with that Party. For the purpose of this definition, “control” or “controlled”
means, direct or indirect, ownership of fifty percent (50%) or more of the shares of stock entitled to vote for the election of
directors in the case of a corporation or fifty percent (50%) or more of the equity interest in the case of any other type of
legal entity; status as a general partner in any partnership; or any other arrangement whereby the entity or person controls or
has the right to control the board of directors or equivalent governing body of a corporation or other entity or the ability to
cause the direction of the management or policies of a corporation or other entity. The Parties acknowledge that in the case of
entities organized under the laws of certain countries where the maximum percentage ownership permitted by law for a foreign investor
is less than fifty percent (50%), such lower percentage shall be substituted in the preceding sentence, provided that such foreign
investor has the power to direct the management and policies of such entity.





*The confidential portions of this exhibit have been omitted, as indicated by the [redacted] notation, and filed separately
with the Securities and Exchange Commission.



    	



    	 



    




1.2             
“[Redacted] Know-How” means all unpatented
technical, scientific, business, trade secret, and other information related to the Compound, including Results, whether patentable
or not, that (a) is controlled by [redacted] or an Affiliate of [redacted] (and not controlled by SKS or an Affiliate of SKS)
and (b) (i) is disclosed by [redacted] to SKS during the term of the Agreement for use in connection with SKS’s performance
of the Research Plan, (ii) or arises from activities under this Agreement or the First Research Agreement.


1.3             
“Combined Materials” means any materials
produced in the collaboration under the First Research Agreement or this Agreement that incorporate both the Compound on the one
hand, and SKS Technology or SKS Background TP on the other hand, including without limitation all formulations incorporating both
(a) such Compound and (b) SKS Technology (or SKS Background IP). It is understood that the term Combined Materials shall include
any and all formulations of the Compound delivered by SKS to [redacted] hereunder.


1.4             
“Compound” means the proprietary compound
owned or controlled by [redacted] or an Affiliate of [redacted] known as [redacted].


1.5             
“Confidential Information” means any information
relating to SKS Technology, SKS Background IP, [redacted] Know-How, the Combined Materials, the Placebo Materials or the Compound,
in each case disclosed by or on behalf of one Party to the other Party hereunder, including, without limitation, any information
relating to regulatory documentation, clinical studies and tests performed on the Compound, data, or processes used in the performance
of the Research Plan, disclosed in any form including, without limitation, oral and written form, software stored and samples
provided.


1.6             
“Field” means the treatment of human ophthalmologic
diseases and conditions via locally applied pharmaceutical compositions.


1.7             
“Intellectual Property” means all
right, title and interest in all inventions, discoveries, concepts, improvements, processes, developments, designs, trade secrets,
know- how, systems, methods, techniques, equipment specifications, descriptions, drawings, technical information, data, and materials,
in each case whether patentable or unpatentable, and all Patents claiming any of the foregoing, and all other intellectual property
rights.


1.8             
“Materials” means the Compound, the
Combined Materials (including the Study Formulations) and the Placebo Materials.


1.9             
“Patent” means any patent or patent
application, together with all additions, divisionals, continuations, continuations-in-part, substitutions, reissues, re-examinations,
extensions, registrations, patent term extensions, supplemental protection certificates, and renewals of any of the foregoing.



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1.10         
“Placebo Materials” means the placebo
formulations delivered by SKS to [redacted] hereunder. 


1.11         
“Research Plan” means the program
of research set forth in Appendix 2, as may be amended from time to time pursuant to the terms of this Agreement, which the Parties
desire to conduct as further research activities designed to help pursue the development of a sustained release formulation containing
the Compound meeting criteria established by the Parties.


1.12         
“SKS Background IP” means any Intellectual
Property (i) owned or controlled by SKS as of the Effective Date or (ii) owned or controlled by SKS independent of this Agreement
during the term of this Agreement.


1.13         
“SKS Competitor” means any Third Party
engaged in the business of developing sustained release drug formulations.


1.14         
“SKS Technology” means the SKS proprietary
sustained release formulation technology described in Appendix 1.


1.15         
“Study Formulations” means the following
formulations of Combined Materials containing the Compound: (a) SKS-7-F37-22; (b) SKS-7-F353; and (c) 55-50-13.


1.16         
“Third Party” means any party other
than [redacted], SKS and their Affiliates.


		2.	Research;
                                         The PK Study



2.1             
Within thirty (30) days from the Effective Date, SKS
shall provide to [redacted] sufficient quantities of the Study Formulations to complete the PK Study. SKS shall also provide thereafter
such additional quantities of the Study Formulations as [redacted] may reasonably request to complete the PK Study. During the
term of this agreement, SKS shall provide to [redacted], for no additional consideration, any assistance and technical expertise
reasonably requested by [redacted] to support the PK Study.


2.2             
To the extent necessary, [redacted] will upon SKS’s
request provide additional quantities of the Compound reasonably required to facilitate the PK Study.


2.3             
SKS will use the Compound solely for the performance
of the Research Plan and SKS shall not use such Compound or the Combined Materials for any other purpose (including use alone
or in combination with other compounds in humans) without [redacted]’s prior written consent. [Redacted] will use the Combined
Materials (including the Study Formulations) and the Placebo Materials, as well as any related material or substance that is developed
or derived therefrom, solely for purposes of conducting the activities assigned to [redacted] under this Agreement and the Research
Plan. [Redacted] agrees that it will not undertake to reverse engineer or otherwise produce the Combined Materials or the Placebo
Materials or any related material or substance that is developed or derived therefrom, without SKS’s prior written consent.



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2.4             
SKS will not permit the Compound, or any Combined Materials,
to come into the possession or control of any other person except those directly engaged in the Research Plan. [Redacted] shall
not permit the Combined Materials or the Placebo Materials or any related material or substance that is developed or derived therefrom
to come into the possession or control of any other person except those [redacted] employees directly engaged in the Research
Plan, and such employees shall be given possession of the Combined Materials and/or the Placebo Materials solely for the purposes
of conducting the activities assigned to [redacted] under the Research Plan.


2.5             
During the term of this Agreement, SKS shall not make
the Materials available to any Third Party for the purpose of evaluating the possible use of the Materials in the Field. During
the period commencing on the Effective Date and ending on the date that is sixty (60) days after the date [redacted] delivers
to SKS the Results created during the PK Study, SKS shall not license or sell the SKS Technology to a Third Party for use with
the Compound in the Field.


2.6             
In handling the Compound, the Placebo Materials and any
Combined Materials, the Parties shall comply with all local laws and requirements and shall ensure that all permitted users comply
with all local laws and requirements.


2.7             
The Parties shall jointly own the data generated during
the course of the conduct of the Research Plan hereunder; provided that (a) each of SKS and [redacted] agrees not to license the
data to any Third Party, and (b) [redacted] agrees not to disclose the data to any SKS Competitor.


2.8             
[redacted] agrees to provide SKS with a written summary
of the results and data arising from the PK Study and the activities conducted by [redacted] under the Research Plan (“[Redacted]
Results” and together with the Results generated under the First Research Agreements, the “Results”)
following the completion of the activities assigned to [redacted] under the Research Plan. Neither Party may disclose the Results
to any Third Party without the other Party’s prior written approval.


2.9             
If requested by [redacted] during the Term of this Agreement,
the Parties shall negotiate in good faith a separate agreement to cover a potential licensing transaction, acquisition or the
conduct of further research and development activities through proof of concept of a sustained release formulation containing
the Compound that meets product performance criteria to be established by the Parties. It is understood that neither Party shall
be under any obligation to conduct any research or development activities beyond those set forth under this Agreement until this
separate agreement is mutually agreed and executed by the Parties.



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		3.	Goverence.



3.1             
Formation and Function of JSC.
Within thirty (30) days of the Effective Date, the Parties will form a committee (the “Joint Scientific Committee”
or “JSC”) to govern the research collaboration under the terms of this Agreement. The JSC will initially consist of
two (2) representatives from each of the Parties; thereafter, the JSC may approve changes in the size of the JSC. provided that
it shall at all times consist of an equal number of representatives of each Party. A Party may change its respective appointments
to the ISC at any time upon giving written notice to the other Party. All actions taken and decisions made by the JSC shall be
by unanimous agreement, with the representatives of [redacted] having one vole collectively and the representatives of SKS having
one vote collectively. The JSC shall review, comment upon, approve and oversee the implementation of the Research Plan Taking
into account all relevant factors, the JSC shall also have the authority to approve changes to and deviations from the Research
Plan, provided that no such changes shall impose obligations on SKS or require any expenditures by SKS greater than outlined in
this agreement. For clarity, in no case will the changes to the Research Plan require SKS to deliver any Combined Materials In
excess of amounts agreed in the initial Research Plan (as described in the SKS Confidential Presentation dated May 20, 2013).
The JSC shall have no authority to amend or otherwise modify this Agreement. The JSC will name two operational coordinators (which
may be one of a Party’s JSC representatives), one from each Party, to coordinate the day-to-day activities associated with
the research collaboration under the terms of this Agreement. The JSC will meet at least once every sixty (60 days, or more frequently
if mutually agreed. The JSC may meet by telephone, in person or by video conference or other acceptable means as are agreeable
to the members of the JSC. No JSC meeting may be convened unless at least one representative of each Party is participating. Attendance
at meetings shall be at the respective expense of the participating Parties. [Redacted] and SKS shall alternate the right to determine
the location of each meeting of the JSC, with [redacted] determining the location of the first meeting of such committee. The
first meeting of the JSC shall occur within thirty (30) days after the Effective Date. The JSC will assure that agendas and minutes
are prepared for each of its meetings.


3.2             
JSC Decision-Making.
If the JSC is unable to reach a unanimous vote on any matter within its authority, then the matter shall be referred to the Chief
Executive Officer of SKS and the Senior Vice President of Research and Development, Chief Medical Officer of [redacted] (each,
the “Senior Officer” of the applicable Party), and they shall have ten (10) days to attempt in good faith to resolve
the matter and thereby make the decision on behalf of the JSC. If the Senior Officers cannot resolve the matter within twenty
(20) days, then the matter will be finally and bindingly resolved by the Division Head of [redacted] in his or her sole discretion.


		4.	Confidentiality.



4.1             
Each Party shall (a) only use the Confidential Information
of the other Party for the purpose of carrying out the Research Plan and exercising its rights or fulfilling its obligations hereunder,
and (b) keep confidential and not publish, make available or otherwise disclose such Confidential Information, except to its directors,
officers, employees, contractors, advisor, Affiliates, or representatives with a need to know such Confidential Information to
carry out or otherwise achieve the purpose of the Research Plan and who are bound by confidentiality and non-use obligations in
all material respects equal to those hereunder. Each Party will maintain the other Party’s Confidential Information consistent
with the policies and procedures that it uses to protect its own confidential information of a similar nature and will notify
the other Party immediately, and cooperate fully, at such other Party’s reasonable request, upon the discovery of any loss
or compromise of such other Party’s Confidential Information.



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4.2             
Notwithstanding the foregoing, Confidential Information
shall not be deemed to include information or materials to the extent that it can be established by written documentation by the
receiving Party that such information or material:


		a.	was
                                         already known to or possessed by the receiving Party, other than under an obligation
                                         of confidentiality (except to the extent such obligation has expired or an exception
                                         is applicable under the relevant agreement pursuant to which such obligation was established),
                                         at the time of disclosure;



		b.	was
                                         generally available to the public or otherwise part of the public domain at the time
                                         of its disclosure to the receiving Party;



		c.	became
                                         generally available to the public or otherwise part of the public domain after its disclosure
                                         and other than through any act or omission of the receiving Party in breach of this Agreement;



		d.	was
                                         independently developed by the receiving Party without use of the other Party’s
                                         Confidential Information as demonstrated by documented evidence prepared contemporaneously
                                         with such independent development; or 



		e.	was
                                         disclosed to the receiving Party, other than under an obligation of confidentiality,
                                         by a Third Party who had no obligation to the disclosing Party not to disclose such information
                                         to others.



4.3             
Each Party may disclose Confidential Information of the
other Party to government or other regulatory authorities to the extent that such disclosure is required by applicable law, regulation,
agency or court order; provided that the party making such disclosure shall provide reasonable advance notice to the Party from
whom the Confidential Information was received, if possible, to allow that Party to oppose such disclosure or to request confidential
treatment of such Confidential Information.


4.4             
The foregoing obligations of confidentiality and non-use
shall survive the expiration or termination of this Agreement. The duration of said obligations shall be determined as follows:
(i) relative to trade secret information that is identified as such by the disclosing Party, the obligations shall remain in effect
either indefinitely or until the obligations no longer apply as a result of events falling within subparagraphs (c), (d), or (e)
above; and (ii) relative to all other types of Confidential Information, the obligations shall remain in effect for a period of
five (5) years from the date of disclosure.



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		5.	Publication.



5.1             
No written publication or oral or written disclosure
of the Research Plan or any Results will be made by either Party, without the prior written approval of the other Party; provided
that SKS may disclose the Research Plan and Results, subject to confidentiality and limited-use provisions at least as stringent
as the provisions contained in this Agreement, to its or its Affiliates’ Board of Directors or Investment Advisory Board.


5.2             
Notwithstanding the foregoing, SKS may, subject to confidentiality
and limited- use provisions at least as stringent as the provisions contained in this Agreement, disclose the existence of this
Agreement and SKS’s financial relationship with [redacted] to its or its Affiliates’ current or potential investors
or potential acquirers; provided, that, under no circumstance shall SKS disclose the Research Plan and/or Results to a current
or potential investor, unless [redacted]’s prior written consent is first obtained.


		6.	OWNERSHIP.



6.1             
All right, title and interest in and to the SKS Background
TP and the Placebo Materials (including any Intellectual Property relating thereto) are and shall be vested in SKS. All right,
title and interest in and to the [redacted] Know-How and the Compound are and shall be vested in [redacted].


6.2             
With respect to inventions which may arise hereunder,
the following shall apply:


6.2.1      
Inventions, patentable or not, which: (i) are made solely
by employees of SKS or its Affiliates or other parties under obligation to assign their inventions to SKS or its Affiliates, and
(ii) result from activities pursuant to this Agreement, shall be the exclusive property of SKS or its designated Affiliate;


6.2.2      
Inventions, patentable or not, which: (i) are made jointly
by employees of SKS or its Affiliates and employees of [redacted] or its Affiliates, or other parties under obligation to assign
their inventions to SKS or [redacted] (or their Affiliates), and (ii) result from activities pursuant to this Agreement, shall
be the joint property of SKS or its designated Affiliate and [redacted] or its designated Affiliate (“Joint Inventions”);
however, [redacted] or its designated Affiliate shall have the right to negotiate a royalty bearing, exclusive, worldwide license
to such Joint Inventions for purposes of researching and commercializing formulations of the Compound in the Field. It is understood
that the foregoing sentence shall not obligate either Party to accept or agree to any agreement regarding such a license to the
Joint Inventions or any terms or conditions in connection therewith, and that any such license to the Joint Inventions shall only
be granted on terms that are mutually agreed by both Parties. The parties agree to keep each other informed of any Joint Inventions.
The Parties shall mutually agree on the course for preparing, filing, prosecuting and maintaining any Patents directed to or covering
any Joint Inventions.



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6.2.3      
Inventions, patentable or not, which: (i) are made solely
by employees of [redacted] or its Affiliates, and (ii) result from activities pursuant to this Agreement, shall be the exclusive
property of [redacted] or its designated Affiliate.


6.2.4      
Each Party agrees not to seek or obtain any patent rights
in any invention made in performing the Research Plan without the prior written consent of the other Party. [redacted] and SKS
each agree to obtain the cooperation of their arid their Affiliates’ respective employees and/or obligated parties in the
preparation, filing, and prosecution of patent applications directed to any inventions which may arise hereunder. Each Party,
at its sole discretion and expense, shall control the preparation, filing, prosecution and maintenance of any Patents directed
to or covering any Invention that is the exclusive property of such Party pursuant to Section 6.2.1 or 6.2.3.


6.3             
Subject to each Party’s obligations hereunder regarding
the other Party’s Materials and Confidential Information, during the term of the Research Plan each Party shall have a non-exclusive,
royalty-free license, without the right to sublicense, to use the Materials received from the other Party and the other Party’s
Confidential Information solely for the purpose of performing the Research Plan.


6.4             
No Implied Rights In Intellectual Properly. Except as
expressly set forth in Section 6.3 hereof, nothing herein shall be deemed to grant either [redacted] or SKS any rights under the
other Party’s Intellectual Property. Inventorship of Intellectual Property resulting from activities pursuant to this Agreement
will be determined according to U.S. law, unless otherwise agreed in writing by the Parties.


		7.	Payment.



[Redacted].


		8.	Warranty.



8.1             
[Redacted] gives no warranty and makes no representation
concerning the properties or fitness for any purpose of the Compound. 


8.2             
SKS SPECIFICALLY DISCLAIMS ANY GUARANTEE THAT THE RESEARCH
PLAN WILL BE SUCCESSFUL, IN WHOLE OR IN PART. THE FAILURE OF THE RESEARCH PLAN TO SUCCESSFULLY DEVELOP A SUSTAINED RELEASE FORMULATION
OF THE COMPOUND THAT MEETS THE CRITERIA ESTABLISHED BY THE PARTIES WILL NOT CONSTITUTE A BREACH OF ANY REPRESENTATION OR WARRANTY
OR OTHER OBLIGATION UNDER THIS AGREEMENT. SKS MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES OR CONDITIONS OF ANY KIND, EITHER
EXPRESS OR IMPLIED, WITH RESPECT TO THE SKS BACKGROUND IP, TFIE COMBINED MATERIALS, THE PLACEBO MATERIALS, OR INFORMATION DISCLOSED
HEREUNDER, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT OF
THE INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES.



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		9.	Term/Termination.



This
Agreement shall commence on the Effective Date and shall continue in full force and effect until the earlier of (i) sixty (60)
days after the later of SKS’s receipt of the [Redacted] Results, or (ii) immediate termination by either Party upon written
notice to the other Party in the event of a breach of this Agreement by the other Party that has not been cured within thirty
(30) days after notice of said breach.


		10.	Miscellaneous.



10.1         
The provisions set out in Sections 2.3, 2.4, 2.6, 2.7,
6.1, 62, and 6.4 and Articles 4, 5, 6, 8 and 10 of this Agreement shall remain in full force and effect following the expiration
of this Agreement or any earlier termination of this Agreement under Article 9.


10.2         
The construction, validity and performance of this Agreement
shall be governed by the laws of the State of New York and the parties hereto agree that all disputes relating to this Agreement
shall be subject to the exclusive jurisdiction of the courts of the State of New York.


10.3         
This Agreement may not be assigned by either Party without
the prior written consent of the other Party except that SKS may assign this agreement without such consent to an Affiliate or
in connection with a merger, consolidation, change in control, transfer or sale of all or substantially all of the assets or business
to which this Agreement relates. [Redacted] may assign this agreement without such consent to an Affiliate or in connection with
a merger, consolidation, change in control, transfer or sale of all or substantially all of the assets or business to which this
Agreement relates; provided that notwithstanding the foregoing, in no event may [redacted] assign this agreement to an SKS Competitor
without SKS’s prior written consent. Notwithstanding the foregoing, this Agreement shall also be binding upon and inure
to the benefit of SKS’s or [redacted]’s permitted successors and assigns and either Party shall be entitled hereunder
to disclose or supply the Confidential Information to its Affiliates for purposes of pertbrming the Research Plan; provided that
such party shall be responsible for and shall remain primarily liable for all acts and omissions of its Affiliates with respect
to such Confidential Information as if such acts and omissions were its own.


10.4         
Any notice or communication required or permitted to
be given by either Party hereunder, shall be deemed sufficiently given, if sent by registered mail or express courier providing
evidence of receipt, and addressed to the party to whom notice is given as follows:





	 	IF TO [REDACTED]:	[redacted] 
	 	 	 
	 	IF TO SKS:	SKS Ocular, LLC
	 	 	57 Meadow Woods Road
	 	 	Great Neck, NY  11020
	 	 	 
	 	With a copy to:	Kenneth A. Clark
	 	 	Wilson Sonsini Goodrich & Rosati
	 	 	650 Page Mill Road
	 	 	Palo Alto, CA  94304




 



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10.5         
The status of a Party under this Agreement shall be that
of an independent contractor. Nothing contained in this Agreement shall be construed as creating a partnership, joint venture
or agency relationship between the Parties or, except as otherwise expressly provided in this Agreement, as granting either Party
the authority to bind or contract any obligation in the name of or on the account of the other Party or to make any statements,
representations, warranties or commitments on behalf of the other Party.


10.6         
If any provision of this Agreement is held to be invalid,
illegal or unenforceable, in any respect, then, to the fullest extent permitted by applicable law and if the rights and obligations
of any Party will not be materially and adversely affected: (a) such provision will be given no effect by the Parties and shall
not form part of this Agreement, (b) all other provisions of this Agreement shall remain in full force and effect, and (c) the
Parties shall use their best efforts to negotiate a provision in replacement of the provision held invalid, illegal or unenforceable
that is consistent with applicable law and achieves, as nearly as possible, the original intention of the Parties. To the fullest
extent permitted by applicable law, the Parties waive any provision of law that would render any provision in this Agreement invalid,
illegal or unenforceable in any respect.


10.7         
This Agreement (together with the First Research Agreement)
constitutes the entire agreement between the Parties with respect to the subject matter of the Agreement. This Agreement (together
with the First Research Agreement) supersedes all prior agreements, whether written or oral, with respect to the subject matter
of the Agreement, except for the Confidentiality Agreement between the Parties dated May 25, 2011 and amended on April 19, 2012
(“Confidentiality Agreement”). The term of the Confidentiality Agreement is hereby extended to coincide with the term
of this Agreement. For clarity, each Party’s rights and obligations with respect to any Confidential Information disclosed
by the other Party to it after the Effective Date of this Agreement relating to the subject matter of this Agreement shall be
governed by the terms of Article 4 of this Agreement, and not by the terms of the Confidentiality Agreement. Each Party confirms
that it is not relying on any representations, warranties or covenants of the other Party except as specifically set out in this
Agreement. Nothing in this Agreement is intended to limit or exclude any liability for fraud. All Appendices (and Exhibits thereto)
referred to in this Agreement are intended to be and are hereby specifically incorporated into and made a part of this Agreement.
No modification will be effective unless in writing and signed by authorized representatives of both Parties.




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IN
WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their authorized representative:


 


	SKS
    OCULAR, LLC	[REDACTED]
    
	 	 
	 	 
	By:____________________________	By:____________________________
	     Jason
    Slaker, MD	     [Redacted]
	     President
    and CEO	      
	 	     
	 	 
	Date:
    _________________________	Date:___________________________
	 	 
	 	 
	 	 
	 	 
	C
    THERAPEUTICS, LLC	 
	 	 
	 	 
	By:____________________________	 
	     Jason
    Slaker, MD	 
	     President
    and CEO	 
	 	 
	 	 
	Date:
    _________________________	 
	 	 







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Appendix
1


SKS
Technology


 


Sol-Gel Phase-Reversible Hydorgel
Templates and Uses Thereof (US Serial No. 12/286,147)


Microcapsules Containing Filling
Material (Filed 20 September 2012)


Methods for Forming Multilayer
Microparticles for Drug Delivery (Filed 20 September 2012)




    	Appendix 1-1



    	 



    

 


Appendix
2


[Redacted]




    	Appendix 2-1