EXHIBIT 10.2


 


Master
Services Agreement


 


This
Master Services Agreement (the “Agreement”) is made as of the 13th day of February by and
between ARNO THERAPEUTICS, INC., a corporation (“ARNO”), with its principal office and place of
business at 200 Route 31 North, Suite 104, Flemington NJ 08822, and INVIVIS PHARMACEUTICALS, INC., a Corporation with its
principal office and place of business at 547 Meadow Road, Bridgewater, New Jersey 08807 together with its affiliate, INVIVIS PHARMACEUTICALS
SAS, a corporation with its principal office and place of business at 2, rue Jean Rostand, 91400 Orsay, France (collectively, “INVIVIS”)
(each of Arno and Invivis, a “Party” and together, the “Parties”). Capitalized terms used
herein, but not otherwise defined shall have the meaning ascribed to such terms in the License Agreement (as defined below).


 


Whereas,
Arno is in the business of developing, manufacturing and/or distributing pharmaceutical products and/or biotechnology
products; and


 


Whereas,
Arno and Invivis are entering into an exclusive License Agreement (the “License Agreement”) on the same
date as they are entering into this Agreement, pursuant to which Invivis will grant to Arno the exclusive, worldwide rights to
research, develop and commercialize certain intellectual property and know-how relating to the use of onapristone together with
a Companion Diagnostic Product (the “Technology”) in the Field of Use; and


 


Whereas,
Arno wishes to engage Invivis to perform certain services (“Services”) relating to the Technology,
which Services are generally described on Appendix A, attached hereto; and


 


Now
Therefore, in consideration for the covenants set forth below, and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the Parties agree as set forth below.


 


1.           Certain
Definitions 


 


1.1          
“Confidential Information” as used herein is defined as set forth in Section 1.6 of the License Agreement.


 


1.2           “Deliverables”
means all data sets, data analyses, reports and all information related to the Services for which Arno shall retain
sole ownership.


 


1.3           “Effective
Date” means the date on which this Agreement is fully executed by both Parties.


 


1.4           “Intellectual
Property Rights” means any and all rights in and to discoveries, concepts, ideas, proprietary material, developments,
specifications, methods, drawings, designs, flow charts, diagrams, models, formulae, procedures, processes, schematics, specifications,
algorithms, apparatus, Inventions, ideas, know-how, materials, techniques, methodologies, modifications, improvements, works of
authorship and data (whether or not protectable under patent, copyright, trade secrecy or similar laws), including patents, utility
models, and registered and unregistered designs, including mask works, copyrights, trade secrets, design history, manufacturing
documentation, and any other form of protection afforded by law to inventions, models, designs, works of authorship, databases
or technical information and applications and registrations with respect thereto.


 


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1.5           “Inventions”
means any and all discoveries, concepts, ideas, proprietary material, developments, specifications, methods, drawings, designs,
flow charts, diagrams, models, formulae, procedures, processes, machines, compositions of matter, schematics, specifications, algorithms,
apparatus, inventions, ideas, know-how, materials, techniques, methodologies, modifications, improvements, works of authorship
and data (whether or not protectable under patent, copyright, trade secrecy or similar laws and whether or not patentable or reduced
to practice), tools, and any other forms of technology.


 


1.6           “Project
Order” means consecutively numbered exhibits to this Agreement, which will be added to this Agreement from time to time
during the Term (as defined in Section 9.1), defining specific mutually-agreed activities to be performed by Invivis. Each Project
Order shall be signed by an authorized representative of each party, be incorporated by reference to the Agreement, and shall include
appendices with detailed information concerning a given project, including, but not limited to a description of the specific Services
to be provided, project milestones and target completion dates, a detailed budget, and a schedule of payments. Each Project Order
shall designate a Project Manager or other authorized representative for each Party.


 


1.7           “Project
Inventions” means all Inventions that are conceived, created, discovered, developed, generated, made or reduced to practice
or tangible medium of expression as a result of the performance of this Agreement and any Project Order, whether solely by one
or more employees or consultants of Arno, solely by one or more employees or consultants of Invivis, or jointly by one or more
employees or consultants of Arno and one or more employees or consultants of Invivis, in each case relating to the Services, together
with all Intellectual Property Rights in or to such Inventions. Project Inventions do not include any Inventions conceived, created,
discovered, developed, generated, made or reduced to practice or tangible medium of expression prior to the effective date of this
Agreement.


 


1.8           “Services” means the research and development activities performed by Invivis pursuant to this Agreement, as generally
set forth in Appendix A, attached hereto, and as specifically set forth in one or more Project Orders.


 


2.           Performance
Obligations


 


2.1          Services.


 


(a)          Performance.
During the term of this Agreement, Invivis shall perform the Services and provide the Deliverables in accordance with the applicable
Project Orders. Invivis will arrange to provide the Services in such manner and at such times that the Services will not conflict
with Invivis’ responsibilities under any other agreement, arrangement or understanding Invivis has at any time with any third
party.


 


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(b)          Personnel.
Invivis shall assign up to two full-time equivalent (FTE) employees to perform the Services under this Agreement, who shall be
qualified and professionally capable of performing the Services, as documented by education, training, and experience.


 


(c)          Project
Order Schedule. Invivis shall devote such time and personnel as is necessary to perform the Services within any timelines,
milestones or target dates for completion of a project or a portion thereof, detailed in the Project Order. If at any time Invivis
anticipates a delay in meeting the timelines for a given Project Order then Invivis shall promptly notify Arno in writing, specifying
the reason for the delay and the anticipated effect upon the timelines, milestones or other target dates.


 


2.2           Regular
Communication. Invivis shall be available for telephone and written consultations on a schedule to be determined by mutual
arrangement between the parties. Invivis shall respond to all Arno telephone and written (e.g. letters, e-mail, fax) communications
within three business days or as otherwise requested.


 


2.3           Subcontracting.
Subject to the prior written consent of Arno, Invivis may delegate or subcontract the performance of
activities detailed in any Project Order to third party subcontractors, provided that Invivis (a)  controls the performance
of such activities and remains fully responsible to Arno for the performance of such activities and any breach of this Agreement
by such third party subcontractor, and further provided that such third party subcontractor agrees in writing to comply with confidentiality
restrictions at least as stringent as those set forth in this Agreement, and (b)  provides prior written notice to Arno of
the identity of any such third party subcontractor.


 


3.           Ownership
Rights and Licenses


 


3.1           Ownership
Rights. As between Arno and Invivis all Project Inventions relating to the therapeutic use of onapristone in humans and animals,
will be the sole and exclusive property of Arno. As between Arno and Invivis, all Project Inventions relating to an activated progesterone
receptor (APR+) biomarker diagnostic product and its use will be the sole and exclusive property of Invivis. For clarity, all Inventions
and Intellectual Property Rights in existence prior to this Agreement shall remain the sole and exclusive property of their respective
owners. Each Party shall promptly disclose in writing to the other Party any Project Inventions developed by or on behalf of such
Party. Invivis hereby assigns to Arno all right, title, and interest worldwide in and to all Project Inventions relating to the
therapeutic use of onapristone in humans and animals. Arno hereby assigns to Invivis all right, title and interest worldwide in
and to all Project Inventions relating to an activated progesterone receptor (APR+) biomarker diagnostic product and its use. If
any Project Invention cannot be assigned as set forth herein, then the owner of such Project Invention unconditionally and irrevocably
(a) waives the enforcement of all such Project Inventions that cannot be assigned, and all claims and causes of action of any kind
against the other Party with respect to such Project Invention, and agrees, at the other Party’s request and expense, to
consent to and join in any action to enforce such Project Inventions; and (b) grants to the other Party an exclusive, irrevocable,
perpetual, worldwide, fully paid, royalty-free license, under all such Project Inventions. Notwithstanding the foregoing, any Project
Inventions relating to an activated progesterone receptor (APR+) biomarker diagnostic product and its use shall be deemed to be
an Improvement (as defined in the License), added to Appendix A of the License and made a part thereof.


 


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3.2           Protection
and Perfection of Rights. Arno shall be responsible for all reasonable costs associated with the filing, prosecution and maintenance
of any and all United States and foreign patent applications and patents included in Project Inventions. Each Party will assist
the other Party in any reasonable manner in the procurement and maintenance of all Intellectual Property Rights in the Project
Inventions. Without limiting the foregoing, each Party will execute, upon the other Party’s request, any applications or
other documents that may be necessary to protect or perfect the Intellectual Property Rights in the Project Inventions. Each Party
will ensure that its employees and consultants who participate in activities under this Agreement are obligated by written agreement
to assign or otherwise transfer all right, title and interest in and to all Intellectual Property Rights in the Project Inventions
as set forth in Section 3.1 and will, as requested by the other Party, obtain for the other Party the execution of all necessary
applications or other documents therefore from any employee or consultant. If a Party is unable to secure an employee’s or
consultant’s signature on any lawful or necessary document that is deemed necessary by the other Party to perfect the Intellectual
Property Rights in the Project Inventions, then such Party hereby irrevocably appoints the other Party and its duly authorized
officers and agents as it’s attorney in fact to execute and file any such applications or other documents and to do all other
lawfully permitted acts to further the procurement and maintenance of such Intellectual Property Rights.


 


3.3           Ownership
of Pre-Existing Works. Subject to the terms of the License Agreement, each Party will retain ownership and control of their
respective works of authorship, inventions, know-how, information, and data, and all Intellectual Property Rights therein, that
were in existence as of the Effective Date or are later generated outside of scope of the performance by each Party of its obligations
under this Agreement.


 


4.            Compensation


 


4.1           Compensation.
Arno shall pay Invivis an amount equal to [***] Dollars ($[***]) per year for the performance of the Services.


 


4.2           Payment.
All amounts due under Section 4.1 shall be due and payable by Arno to Invivis in U.S. Dollars. The annual compensation due under
Section 4 shall be paid in monthly installments invoiced on or about the last day of each calendar month during the term of this
Agreement. Invivis shall submit such invoices electronically to Arno, Attention: President, and Arno shall pay such invoiced amount
within 10 business days following receipt of such invoice.


 


4.3           Pass-Through
Expenses. Arno shall reimburse Invivis for reasonable pre-approved expenses incurred by Invivis in the performance of the
Services that are identified as pass-through, including but not limited to fees and expenses of subcontractors, travel, meals
and lodging. Invivis will invoice Arno separately for any such expenses within 90 days after the expense was incurred and shall
submit such expenses together with the invoices described in Section 4.2 together with appropriate documentation (original receipts)
for all pass-through expenses. Invivis will invoice for, and Arno will pay, pass-through expenses actually incurred, plus a [***]%
administrative charge.


 


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4.4           Taxes.
 The Party receiving payments under this Agreement shall pay any and all taxes levied on account of such payment. If any taxes
are required to be withheld by the paying Party, it shall (a) deduct such taxes from the remitting payment, (b) timely
pay the taxes to the proper taxing authority, and (c) send proof of payment to the other Party and certify its receipt by
the taxing authority within 60 calendar days following such payment.


 


5.           Compliance


 


5.1           Regulatory
Compliance. In performing its obligations hereunder Arno and Invivis shall comply with all applicable U.S. and foreign federal,
state, municipal, or local laws, rules, regulations, orders, decisions or permits of any relevant jurisdiction relating to matters
including, but not limited to employment, safety, health, environmental standards and requirements, non-discrimination, equal employment
opportunity, import/export and privacy protection. Such laws may include, but are not limited to the U.S. Occupational Safety and
Health Act, the U.S. Fair Labor Standards Act, and the U.S. Food and Drug Cosmetic Act, Section 306 of the Federal Food, Drug and
Cosmetic Act, 21 U.S.C. §335a(a) or (b), the Foreign Corrupt Practices Act of 1977 (15 U.S.C. §§ 78dd-1, et seq.)
as amended in 1998 by the International Anti-Bribery Act of 1998, or similar local law and all applicable laws of Europe and France.


 


5.2           Inspection;
Audits. Arno shall have the right , upon reasonable notice to Invivis, to have its representatives visit Invivis’ facilities
to review Invivis’ operations related to the Services, to inspect and make copies (at Arno’s expense) of the records
of Invivis relating to the Services, and to interview personnel of Invivis responsible for performing the Services. In addition,
Invivis shall assist Arno in arranging for similar site inspections and audits of any subcontractor’s facilities. Arno may
discuss any related issues with Invivis’s management or personnel.


 


5.3           Absence
of Debarment and Exclusion. Invivis and Arno each represents, warrants, and certifies that neither it nor any of its officers,
directors, owners, principals or employees has been debarred, and to the best of its knowledge, is not under consideration to be
debarred, by the Food and Drug Administration or its foreign equivalent under the Generic Drug Enforcement Act of 1992 or its foreign
equivalent from performing any of its obligations under this Agreement. Each Party further represents that it is not currently
excluded from participation in any federal programs, including but not limited to Medicare. In the event either Party becomes aware
of or receives notice of the debarment, or exclusion, of any individual, corporation, partnership, or association providing services
which relate to the Services being provided under this Agreement, that Party shall notify the other in writing immediately and
shall promptly terminate any so debarred or excluded individual’s or entity’s participation in the performance of any
of its obligations under this Agreement.





 


6.           Representations
And Warranties


 


6.1          General
Representations and Warranties. Each Party represents and warrants:


 


(a)          Corporate
Power and Authorization. It is duly organized and validly existing under the laws of the state of its incorporation, and has
full corporate power and authority to execute and deliver this Agreement and to perform all of its obligations hereunder; and





 


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(b)          Binding
Agreement. This Agreement is a legal and valid obligation binding upon it and enforceable in accordance with its terms; and


 


(c)          No
Conflict. The execution, delivery and performance of this Agreement by such Party does not conflict with any agreement, instrument
or understanding, oral or written, to which it is a Party or by which it may be bound, nor violate any law or regulation of any
court, governmental body, or administrative or other agency having jurisdiction over it.


 


7.           Indemnification


 


7.1           Mutual
Indemnification. Each Party (the “Indemnifying Party”) shall indemnify and hold harmless the other
Party and its Affiliates, and their respective directors, employees, consultants and agents (the “Indemnified Parties”)
from and against any and all liabilities, losses, damages, costs, and other expenses (including attorneys’ and expert witnesses’
costs and fees) (“Losses”) incurred by the Indemnified Parties as a result of any claim, demand, action
or proceeding by any third party (a “Claim”) to the extent arising from or relating to any breach of
any representation, warranty, covenant, or obligation of the Indemnifying Party under this Agreement or any intentional misconduct
or gross negligence by the Indemnifying Party or any of its employees, agents, or subcontractors, except, in each case, to the
extent such Losses result from the intentional misconduct or negligence of, any of the Indemnified Parties.


 


7.2           Indemnification
Procedures. In the event of any Claim for which any Indemnified Party is or may be entitled to indemnification hereunder, the
Indemnified Party may, at its option, require the Indemnifying Party to defend such Claim at the Indemnifying Party’s sole
expense. Indemnifying Party may not agree to settle any such Claim without the Indemnified Party’s express prior written
consent.


 


7.3           Failure
to Defend or Settle. If the Indemnifying Party fails or wrongfully refuses to defend or settle any Claims, then the Indemnified
Party shall, upon written notice to the Indemnifying Party, have the right to defend or settle (and control the defense of) such
Claims. In such case, the Indemnifying Party shall cooperate, at its own expense, with the Indemnified Party and its counsel in
the defense and settlement of such Claims, and shall pay, as they become due, all costs, damages, and reasonable legal fees incurred
therefore.


 


8.           Insurance
Protection. Each Party shall obtain and maintain during the term of this Agreement comprehensive general liability,
clinical trials liability, comprehensive, and workers’ compensation insurance with a reputable insurance company to help
protect against those insurable risks that such Party may incur in connection with the performance of its obligations under this
Agreement. Each Party shall provide, upon request, to the other Party any such policies of such insurance, and the premium receipt(s)
and insurance certificate(s) therefore.


 


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9.           Term;
Termination


 


9.1          Term.
The term of this Agreement shall commence on the Effective Date and continue for a period of two years from the Effective
Date. Thereafter, the Parties may renew this Agreement upon mutual written agreement. Notwithstanding the foregoing, this Agreement
may be terminated as provided in Section 9.2 below. For purposes of clarity, this Agreement shall have no effect, and the Parties
shall have no obligations under this Agreement prior to the Effective Date.


 


9.2          Termination
Events


 


(a)          With
Cause. Either Party may terminate this Agreement or any portion of the Project Order immediately in the event of a material
breach by the other of the terms of this Agreement or any Project Order, which breach is not cured within 30 days following receipt
of written notice specifying such breach.


 


(b)          Automatically.
This Agreement shall terminate automatically, and all rights of Arno pursuant to this Agreement shall revert to Invivis upon termination
of the License Agreement.


 


(c)          Force
Majeure. A Party shall have a right to terminate this Agreement in accordance with Section 11.13.


 


(d)          Business
Circumstances. A Party shall have the right to terminate this Agreement, or any Project Order, immediately in the event of
the other party’s liquidation, bankruptcy or winding-up.


 


9.3          Effects
of Termination. The termination of this Agreement in accordance with this Article 9 shall automatically terminate any currently
effective Project Order, unless otherwise agreed in writing. Upon termination of this Agreement, the Parties shall cooperate with
each other to provide for an orderly wind-down of all uncompleted portions of the Project Order. Notwithstanding the foregoing,
in the event of a termination by Arno, then Arno shall remain responsible for all non-cancellable obligations incurred by Invivis
under the Project Order prior to such termination. The expiration or earlier termination of this Agreement shall not affect any
rights or claims of a Party hereunder that accrued prior to the date of such expiration or earlier termination.


 


9.4         Survival.
Sections 3, 7, 8, 10 and 11.11 shall survive the expiration or termination of this Agreement.


 


10.         Confidential
Information


 


10.1         Confidentiality
Obligations. Each Party’s obligations of confidentiality under this Agreement shall be as set forth in Article 10 of
the License Agreement.


 


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11.         Miscellaneous


 


11.1         Assignment.
Except as expressly provided hereunder, neither this Agreement nor any rights or obligations hereunder may be assigned or otherwise
transferred by either Party without the prior written consent of the other Party (which consent shall not be unreasonably withheld);
provided, however, that either Party may assign this Agreement and its rights and obligations hereunder without the other
Party’s consent (a) in connection with the transfer or sale of all or substantially all of the business of such Party
to which this Agreement relates to a third party, whether by merger, sale of stock, sale of assets or otherwise, (b) a sublicense
as described in Section 4.1 of the License Agreement; or (c) to any Affiliate. Notwithstanding the foregoing, any such assignment
to an Affiliate shall not relieve the assigning Party of its responsibilities for performance of its obligations under this Agreement.
The rights and obligations of the Parties under this Agreement shall be binding upon and inure to the benefit of the successors
and permitted assigns of the Parties. Any assignment not in accordance with this Agreement shall be void.


 


11.2         Relationship
of the Parties. It is expressly agreed that Invivis and Arno shall be independent contractors and that the relationship between
the Parties shall not constitute a partnership, joint venture or agency of any kind. Neither Party shall have the authority to
make any statements, representations or commitments of any kind, or to take any action, which shall be binding on the other Party,
without the prior written consent of the other Party.


 


11.3         Amendment.
Unless otherwise provided herein, this Agreement may not be changed, waived, discharged, or terminated orally, but instead only
by a written document that is signed by the duly authorized officers of both Parties.


 


11.4         Waiver.
No failure or delay by either Party in exercising any right, power, or privilege under this Agreement shall operate as a waiver
thereof, nor shall any single or partial waiver thereof include any other or further exercise thereof or the exercise of any other
right, power, or privilege. Waiver by either Party of any breach or default of any clause of this Agreement by the other Party
shall not operate as a waiver of any previous or future default or breach of the same or different clause of this Agreement.


 


11.5         Severability.
Whenever possible, each provision of the Agreement shall be interpreted in such manner as to be effective and valid under applicable
law, but if any term or provision of this Agreement is held to be prohibited by or invalid under applicable law, such provision
shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of the Agreement
and this Agreement shall be interpreted and construed as if such provision had never been contained herein.


 


11.6         Notices.
All notices and statements to be given (which shall be in writing) and all payments to be made hereunder shall be given or made
at the respective addresses of the Parties as set forth above, unless notification of a change of address is given. All notices,
payments and statements to be made hereunder shall be mailed by certified or registered mail, return receipt requested, or sent
by overnight courier, or by facsimile or other electronic means. Any notice given pursuant to this Agreement by mail shall be considered
effective three business days after mailing. Any notice sent by overnight courier shall be considered effective one day after mailing.
The date of transmission of any notice sent by electronic means shall be deemed to be the date the notice or statement is transmitted.


 


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11.7         Construction.
The section headings of this Agreement are inserted only for ease of reference only, and shall not be used to interpret, define,
construe, or describe the scope or extent of any aspect of this Agreement. Unless otherwise expressly stated, when used in this
Agreement the word “including” means “including but not limited to.” Each Party represents that it has
had the opportunity to participate in the preparation of this Agreement and hence the Parties agree that the rule of construction
that ambiguities be resolved against the drafting Party shall not apply to this Agreement.


 


11.8         No
Third Party Beneficiaries. Unless expressly provided, no provisions of this Agreement are intended or shall be construed to
confer upon or give to any person other than Arno and Invivis any rights, remedies, or other benefits under or by reason of this
Agreement.


 


11.9         Dispute
Resolution. If a dispute arises under this Agreement, the Parties shall use reasonable efforts to attempt to resolve such
dispute, including escalation of discussions to the appropriate level of management, prior
to exercising any remedies that may exist before commencing an action against the other Party. Notwithstanding the foregoing,
either Party may at any time seek equitable relief under Section 11.10 without first attempting to resolve a dispute under this
Section 11.9 provided, however, that such Party notifies the other Party promptly after it files any such action.


 


11.10         Equitable
Relief. Each Party acknowledges and agrees that any breaches or violations of Section 3 or Section 10 may cause the non-breaching
Party irreparable damage for which the award of monetary damages would be inadequate. Consequently, the non-breaching Party may
seek to enjoin the breaching Party from any and all acts in violation of any such provisions, which remedy shall be cumulative
and not exclusive, and a Party may seek the entry of an injunction enjoining any breach or threatened breach of such provisions,
in addition to any other relief to which the non-breaching Party may be entitled at law or in equity.


 


11.11         Governing
Law. This Agreement shall be governed by and interpreted under the laws of the State of New Jersey without regard to its conflict
or choice of law provisions.


 


11.12         Alternative
Dispute Resolution. The Parties shall attempt by direct negotiation, in good faith to resolve promptly any dispute arising
out of or relating to this Agreement. If the matter cannot be resolved in the normal course of business either Party shall give
the other Party written notice of any such dispute not resolved at which time the dispute shall be referred to the senior management
of the respective Parties who shall likewise attempt to resolve the dispute. If the dispute has not been resolved by negotiation
as detailed above, or if the Parties fail to meet, within 20 business days from such notice, either party may submit the dispute
to arbitration to the International Institute for Conflict Prevention & Resolution (“CPR”) for resolution in accordance
with the CPR Arbitration Rules and Commentary. A single, impartial arbitrator mutually acceptable to the Parties shall conduct
the arbitration. In the event the Parties cannot agree on an arbitrator within 10 business days after the end of the aforesaid
20 business days, either Party may have an arbitrator appointed by the CPR. The location of the arbitration shall be in the State
of New Jersey, USA, unless the Parties agree otherwise. As a condition of appointment of the arbitrator, said arbitrator shall
agree to use her/his reasonable best efforts to conclude the proceeding within 30 business days. Said arbitrator shall further
have the authority to limit the volume of evidence and documents to be submitted by the Parties. Any court having jurisdiction
thereof may enter judgment upon the award rendered by the arbitrator. This Section shall, however, not be construed to limit or
to preclude either Party from bringing any action in any court of competent jurisdiction for injunctive or other provisional relief
as necessary or appropriate.


 


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11.13         Force
Majeure. Neither Party shall be liable to the other for any failure or delay in the performance of any of its obligations under
this Agreement arising out of any event or circumstance beyond its reasonable control, including war, rebellion, terrorism, civil
commotion, strikes, lock-outs or industrial disputes; fire, explosion, earthquake, acts of God, flood, drought, or bad weather;
or requisitioning or other act or order by any government, council, or constituted body. If such failure or delay occurs, then
the affected Party shall give the other Party notice of the circumstances causing such failure or delay, and such Party shall be
excused from the performance of such of its obligations that it is thereby disabled from performing for so long as it is disabled
and for 30 calendar days thereafter; provided, however, that such affected Party commences and continues to take reasonable and
diligent actions to cure such failure or delay. Notwithstanding the foregoing, if a Party is disabled from the performance of any
material obligation under this Agreement for a period of 90 calendar days or more, then the other Party shall have the right to
terminate this Agreement upon written notice to the other Party, in which event the provisions of Section 9.3


shall apply.


 


11.14         Attorneys’
Fees. If any claim, action, or dispute arises between the parties with respect to any matter covered by this Agreement that
leads to a proceeding before a court of competent jurisdiction to resolve such claim, the Prevailing Party in such proceeding shall
be entitled to receive from the other Party its reasonable attorneys’ fees, expert witness fees, court costs and other out-of-pocket
costs incurred in connection with such proceeding, in addition to any other relief that it may be awarded. For purposes of this
Section, the term “Prevailing Party” means that party in whose favor any monetary or equitable award is made or in
whose favor any dispute is resolved, regardless of any settlement offers.


 


11.15         Publicity.
 Neither Party shall disclose the fact that they are conducting business together or the existence of, or the provisions of,
this Agreement to any other party unless such disclosure is in response to a valid order by a court or other governmental body
or necessary to comply with applicable governmental law or regulations provided. Notwithstanding the foregoing, each Party shall
have the right to issue from time to time press releases that disclose the relationship of the Parties under this Agreement upon
the agreement of the Parties, which agreement shall not be unreasonably withheld, delayed, or conditioned. Any press releases that
are to be issued by either Party shall be in a form and substance as may be mutually agreed upon by the Parties.


 


11.16         Publication.
In no event shall Invivis publish or disclose, by written, oral or other presentation, any material information related to
the Services, Deliverables Project Inventions, or results of any Project Order without the prior consent of Arno, except that Invivis
shall have the right to publish and/or disclose Project Inventions and/or Deliverables as reasonable or necessary to perfect its
Intellectual Property Rights therein.


 


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11.17         Entire
Agreement. This Agreement includes all exhibits attached hereto and any Specifications that are executed by authorized representatives
of the Parties, and constitutes the entire Agreement by and between the Parties as to the subject matter hereof. This Agreement
supersedes and replaces in its entirety all prior agreements, understandings, letters of intent, and memoranda of understanding
by and between the Parties hereto specifically relating to the Services, in either written or oral form. No amendment or modification
of this Agreement shall be valid unless set forth in writing referencing this Agreement and executed by authorized representatives
of both Parties. Notwithstanding the foregoing, in the event of a conflict between this Agreement and any Project Order, the Project
Order shall control.


 


11.18         English
Language. This Agreement has been prepared in the English language and the English language shall control its interpretation.
In addition, all notices required or permitted to be given hereunder, and all written, electronic, oral or other communications
between the Parties regarding this Agreement, or delivered pursuant to the terms of this Agreement, shall be in the English language.
Any proceedings related to dispute resolution including, but not limited to legal, equitable, or alternative dispute resolution,
shall be conducted in the English language.


 


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In
Witness Whereof, the Parties hereto have this day caused this Agreement to be executed by their duly authorized officers.


 


	INVIVIS PHARMACEUTICALS, INC.	 	ARNO THERAPEUTICS, INC.
	 	 	 
	By:	 /s/ Erard M. Gilles	 	By:	/s/ Glenn Mattes
	Name: Erard M. Gilles	 	Name: Glenn Mattes
	Title:  Chief Executive Officer	 	Title:   President and Chief Executive Officer
	Date: February 13, 2012	 	Date:   February 13, 2012


 


INVIVIS PHARMACEUTICALS, SAS


 


	By:	/s/ Erard M. Gilles	 
	Name:	Erard M. Gilles	 
	Title:	Président Directeur Général (CEO)	 
	Date:	February 13, 2012	 


 


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Appendix
A


 


This Appendix A outlines the scope of Services
that Invivis (principle employees, Erard Gilles and Barthelemy Gilles) agrees to perform under this Agreement, either itself or
through subcontractors. The details of projects related to the Services will be implemented from time to time through one or more
Project Orders. The Services include:


 


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