Exhibit 10.9
  LICENSE AGREEMENT
 BY AND BETWEEN
 OSTEOLOGIX LIMITED
 AND
 LES LABORATOIRES SERVIER
 AND
 INSTITUT DE RECHERCHES INTERNATIONALES SERVIER
 July 30, 2010




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EXECUTION VERSION
  ARTICLE 1 DEFINITIONS
    
    
    4ARTICLE 2 DEVELOPMENT, REGISTRATION, SUPPLY AND COMMERCIALIZATION
    
    
    10ARTICLE 3 FINANCIAL TERMS
    
    
    16ARTICLE 4 LICENSES
    
    
    20ARTICLE 5 OWNERSHIP AND INTELLECTUAL PROPERTY
    
    
    21ARTICLE 6 CONFIDENTIALITY
    
    
    28ARTICLE 7 REPRESENTATIONS, WARRANTIES AND COVENANTS
    
    
    31ARTICLE 8 INDEMNIFICATION, INSURANCE, LIMITATION OF LIABILITY
    
    
    35ARTICLE 9 TERM AND TERMINATION
    
    
    37ARTICLE 10 GOVERNING LAW AND DISPUTE RESOLUTION ARTICLE
    
    
    42ARTICLE 11 GENERAL PROVISIONS
    
    
    43
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LICENSE AGREEMENT
 THIS LICENSE AGREEMENT Agreement Effective
Date ,  OSTEOLOGIX Les Laboratoires
SERVIER Institut de Recherches Internationales SERVIER SERVIER Party Parties
 RECITALS
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DEFINITIONS
  1.1 Affiliate .
 1.2 Agreement
 1.3 Applicable Laws
 1.4 Approval Application
 1.5 Business Day
 1.6 Calendar Quarter
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1.7 Combination Product
 1.8 Compound(s)
 1.9 Confidential Information
 1.10 Control .
 1.11 Cover
 1.12 Data
 1.13 Disclosing Party
 1.14 Effective Date
 1.15 EMA
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1.16 Field
 1.17 First Commercial Sale
 1.18 Generic Competitor
 1.19 Government Authority
 1.20 Improvement(s)
 1.21 Infringement
 1.22 Inspected Party
 1.23 Know-How
 1.24 Licensed Product(s)
 1.25 Losses
 1.26 MAA
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1.27 MHLW
 1.28 Net Sales
    Patented Component
   1.29 OSTEOLOGIX
 1.30 OSTEOLOGIX Know-How
 1.31 OSTEOLOGIX IP
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1.32 OSTEOLOGIX Patent Rights ,
 1.33 Party Parties
 1.34 Patents
 1.35 Patent Costs
 1.36 Patent Rights
 1.37 Person
 1.38 Prior CDA rd
 1.39 Reasonable Efforts
 1.40 Receiving Party
 1.41 Regulatory Approval
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1.42 Regulatory Authority
 1.43 Responsible Executive
 1.44 SERVIER
 1.45 SERVIER IP
 1.46 SERVIER Know-How
 1.47 SERVIER Patent Rights
 1.48 Sublicensee
 1.49 Term
 1.50 Territory
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1.51 Third Party
 1.52 Valid Claim
 DEVELOPMENT, REGISTRATION, SUPPLY AND COMMERCIALIZATION
 2.1 Development
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2.2 Exchange of Data
 FDA
 2.3 Regulatory Submissions
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2.4 Supply
 APIs Tablets OSTEOLOGIX Existing Products
 2.5 Commercialization
  2.6 Pharmacovigilance; Exchange of Safety Information and Quality Issues
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Safety Data Exchange Agreement Quality Agreement
   
    
    Causally suspected (which means that there is a reasonable possibility that the event may
have been caused by the drug) fatal or life-threatening serious adverse events (whether
expected or not) shall be exchanged within [***] calendar days after the receipt of such
information by a Party or by any of the Partys Affiliates or agents.
 
    
    Other causally suspected serious adverse events (whether expected or not) should be
exchanged within [***] calendar days after the receipt of the information by a Party or by any
of a Partys Affiliates or agents.
 
    
    Causally non-suspected (meaning that there is no reasonable possibility that the event may
have been caused by the drug) serious adverse events should be exchanged within [***] calendar
days after the receipt of the information by a Party or by any of a Partys
Affiliates, licensees or agents.
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
    
    The Parties shall exchange non-serious adverse event information via study reports or data
management in a time frame that permits each Party to comply with all Applicable Laws,
including complying with the requirements for annual reports for Investigational New Drug
files.
 CIOMS
   2.7 Reports; Inspection
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2.8 Regulatory Inspections
 Inspected Party
 2.9 Audit Rights
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FINANCIAL TERMS
 3.1 License Fee
  3.2
  3.3 Milestone Payments
  Milestones
    
    Payment[***]
    
    [***][***]
    
    [***][***]
    
    [***]
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3.4 Royalties
 Initial Period
  3.5 Milestones and Royalties for Japan
  3.5.1
 3.5.2
 3.5.3
 3.6
  3.7. Royalty Payments and Reports.
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3.8. Non-Monetary Consideration.
 3.9. Records and Audit
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3.10. Taxes and Withholding
  3.11. Currency
  3.12. Payments; Late Payments
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LICENSES
 4.1 Research and Development License by OSTEOLOGIX to SERVIER
  4.2 Commercialization License by OSTEOLOGIX to SERVIER
  4.3
 4.3.1
 4.4
  4.5 Competitive Compounds
 4.5.1
 4.5.2
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4.6 Retained Rights; No Implied License
  OWNERSHIP AND INTELLECTUAL PROPERTY
 5.1 Ownership of Intellectual Property and Challenge
 5.1.1
 5.1.2
 5.1.3 Joint Improvement Patents
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5.1.4 Challenge
 5.1.5 Ownership of Approval Applications And Regulatory Approvals
  5.2 Disclosure
  5.3 Filing, Prosecution and Maintenance of OSTEOLOGIX Patent Right(s)
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5.4 Enforcement of OSTEOLOGIX Patent Rights
 5.4.1 Notice Infringement
 5.4.2 Enforcement of OSTEOLOGIX Patent Rights.
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5.4.3 Recoveries
 Royalty Amount
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5.5 Infringement of Third Party Rights
  5.6 Settlement With A Third Party
  5.7 Trademarks
 5.7.1 Ownership
 SERVIER Trademarks
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5.7.2 Notice of Unauthorized Use
  5.8 Patent Marking
  5.9 SERVIER Improvement Patents
 SERVIER Improvement Patents
 5.10 Joint Improvement Patents
  5.10.2 Enforcement of Joint Improvement Patents
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5.11 Infringement of Third Parties Intellectual Property Rights
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CONFIDENTIALITY
 6.1 Confidentiality; Exceptions
 Confidential
Information Disclosing Party Receiving Party
 6.1.1
    
    to have been known to or in the possession of the Receiving
Party prior to the date of its actual receipt from the Disclosing Party;
 6.1.2
    
    to be or to have become readily available to the public, other
than through any act or omission of the Receiving Party in breach of this
Agreement or any other agreement between the Parties;
 6.1.3
    
    to have been disclosed to the Receiving Party, other than
under an obligation of confidentiality, by a Third Party which had no
obligation to the Disclosing Party not to disclose such information to others;
or
 6.1.4
    
    to have been subsequently independently developed by the
Receiving Party without access to or use of the Confidential Information as
demonstrated by competent written records;
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6.2 Authorized Disclosure
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Confidential Terms.
 6.4 Return of Confidential Information
  Publication of Product Information Publication
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Press Release
 REPRESENTATIONS, WARRANTIES AND COVENANTS
 7.1 Representations and Warranties of the Parties Concerning Corporate
Authorizations
  7.1.1
    
    such Party is duly organized and validly existing and in good
standing under the laws of the jurisdiction of its organization;
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7.1.2
    
    such Party has the full corporate power and is duly authorized
to enter into, execute and deliver this Agreement, and to carry out and
otherwise perform its obligations thereunder; and
 7.1.3
    
    this Agreement has been duly executed and delivered by, and is
the legal and valid obligations binding upon such Party and the entry into, the
execution and delivery of, and the carrying out and other performance of its
obligations under this Agreement by such Party (a) does not conflict with, or
contravene or constitute any default under, any agreement, instrument, or
understanding, oral or written, to which it is a party, including without
limitation its certificate of incorporation or by-laws, and (b) does not
violate Applicable Laws or any judgment, injunction, order, or decree of any
Government Authority having jurisdiction over it.
 7.2 Representations, Warranties and Covenants of OSTEOLOGIX
  7.2.1
    
    as of the Effective Date, OSTEOLOGIX Controls the OSTEOLOGIX
IP free and clear of any lien, claim, charge, encumbrance or right of any Third
Party in the Territory;
 7.2.2
    
    OSTEOLOGIX maintains and shall maintain or have maintained
(including without limitation, at OSTEOLOGIX option, through engagement of
contractors or consultants) throughout the term of this Agreement a work force
suitably qualified and trained, and facilities and equipment sufficient, to
enable OSTEOLOGIX to perform its obligations as set forth from time to time
under this Agreement;
 7.2.3
    
    Other than as set forth on Exhibit E, there are not as of the
Effective Date, nor have there been over the five (5) year period immediately
preceding the Effective Date, any claims, lawsuits, arbitrations, legal or
administrative or regulatory proceedings, charges, complaints or investigations
by any Government Authority (except in the ordinary course of the granting of
patents and proceedings relating thereto) or by any Third Party threatening or
(to OSTEOLOGIX knowledge) pending
against OSTEOLOGIX or, to OSTEOLOGIX knowledge, its licensors relating to
the OSTEOLOGIX Patent Rights;
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7.2.4
    
    as of the Effective Date, to OSTEOLOGIX knowledge, the
exercise by SERVIER of the rights and licenses granted to SERVIER by OSTEOLOGIX
under this Agreement will not infringe any rights owned or controlled by any
Third Party;
 7.2.5
    
    as of the Effective Date, OSTEOLOGIX has not granted rights to
any Third Party under the OSTEOLOGIX Patent Rights and the OSTEOLOGIX Know-How
that conflict with the rights granted to SERVIER under this Agreement;
 7.2.6
    
    OSTEOLOGIX has not used, and during the Term will not use, any
employee or consultant that is debarred by any Governmental Authority or is the
subject of debarment proceedings by any Governmental Authority; provided,
however, that if OSTEOLOGIX learns that its employee or consultant performing
work on its behalf under this Agreement has been debarred by any Governmental
Authority, or has become the subject of debarment proceedings by any
Governmental Authority, OSTEOLOGIX shall promptly notify SERVIER and shall
prohibit such employee or consultant from performing work on OSTEOLOGIX behalf
under this Agreement;
 7.2.7
    
    OSTEOLOGIX covenants to SERVIER that it will comply with all
Applicable Laws, including without limitation any guidance of Governmental
Authorities relating to the development, manufacture promotion and
commercialization of the Licensed Products and Combination Products in each
country outside the Territory; and
 7.2.8
    
    OSTEOLOGIX will not enter into any agreement with any Third
Party that is in conflict with this Agreement, and will not take any action
that would in any way prevent it from assuming its obligations or granting the
rights granted to SERVIER under this Agreement, or that would otherwise
materially conflict with or adversely affect its obligations or assuming the
rights granted to SERVIER under this Agreement.
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7.3 Representations, Warranties and Covenants of SERVIER
  7.3.1
    
    SERVIER maintains and shall maintain throughout the term of
this Agreement a work force suitably qualified and trained, and facilities and
equipment sufficient, to enable SERVIER to perform its obligations as set forth
from time to time under this Agreement;
 7.3.2
    
    SERVIER has not used, and during the Term will not use, any
employee or consultant that is debarred by any Governmental Authority or is the
subject of debarment proceedings by any Governmental Authority; provided,
however, that if SERVIER learns that its employee or consultant performing work
on its behalf under this Agreement has been debarred by any Governmental
Authority, or has become the subject of debarment proceedings by any
Governmental Authority, SERVIER shall promptly notify OSTEOLOGIX and shall
prohibit such employee or consultant from performing work on SERVIERs behalf
under this Agreement;
 7.3.3
    
    SERVIER covenants to OSTEOLOGIX that it will comply with all
Applicable Laws, including without limitation any guidance of Governmental
Authorities relating to the development, manufacture and commercialization of
the Licensed Products and Combination Products in each country in the
Territory; and
 7.3.4
    
    SERVIER will not enter into any agreement with any Third Party
that is in conflict with this Agreement, and will not take any action that
would in any way prevent it from assuming its obligations or granting the
rights granted to OSTEOLOGIX under this Agreement, or that would otherwise
materially conflict with or adversely affect its obligations or assuming the
rights granted to OSTEOLOGIX under this Agreement.
 7.4 Disclaimer
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INDEMNIFICATION, INSURANCE, LIMITATION OF LIABILITY
 8.1 Indemnification by SERVIER
 Losses
 8.2 Indemnification by OSTEOLOGIX
  8.3 Control of Defense
 Indemnifying Party
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8.4 Mitigation
  8.5 Insurance
 SERVIER Responsibilities
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OSTEOLOGIX Responsibilities
 8.6 Limitation of Liability
 8.6.1
    
    Limitation of Liability. EXCEPT FOR EACH PARTYS
INDEMNIFICATION OBLIGATIONS UNDER ARTICLE 8.1 (INDEMNIFICATION BY SERVIER) OR
ARTICLE 8.2 (INDEMNIFICATION BY OSTEOLOGIX), AS APPLICABLE, AND ANY CLAIMS
RELATED TO ONE PARTYS INFRINGEMENT OF THE OTHER PARTYS INTELLECTUAL PROPERTY
OUTSIDE OF THE RIGHTS AND LICENSES GRANTED UNDER ARTICLE 4 (LICENSES) OR BREACH
BY A PARTY OF ITS CONFIDENTIALITY OBLIGATIONS HEREUNDER, UNDER NO CIRCUMSTANCES
SHALL A PARTY HEREOF BE LIABLE TO THE OTHER PARTY HEREOF FOR CONSEQUENTIAL,
INCIDENTAL, PUNITIVE OR SPECIAL DAMAGES.
 TERM AND TERMINATION
 9.1 Term.
 9.1.1
    
    Expiration. This Agreement shall commence on the Effective
Date and shall remain in full force and effect for so long as SERVIER is
obligated to pay royalties on sales of Licensed Products (or Combination
Products) in any country in the Territory or Sublicensing Revenue in Japan (the
Term).
 9.1.2
    
    Notwithstanding the provisions of Article 9.1.1 (Expiration),
this Agreement may be terminated, in whole or in part, prior to expiration of
the Term pursuant to the terms and conditions of Articles 9.2 (Termination for
Safety and/or Public Health Issues), 9.3 (Termination
for Cause), 9.4 (Termination for Insolvency), 9.5 (Termination at Will) and
9.6 (Termination Related to OSTEOLOGIX Patent Right(s)).
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9.2 Termination for Safety and/or Public Health Issues
  9.3 Termination for Cause
  9.4 Termination for Insolvency
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9.5 Termination at Will
 st
 9.6 Termination Related to OSTEOLOGIX Patent Right(s)
  9.7 Consequences of Termination
 9.7.1 Termination by SERVIER on the Basis of Article 9.2
  9.7.2 Termination by OSTEOLOGIX on the Basis of Article 9.3
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9.7.3 Termination by SERVIER on the Basis of Article 9.5
 :
     9.7.4 Termination by SERVIER on the basis of Article 9.3.
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9.7.5 Termination by SERVIER on the basis of Article 9.6.
  9.7.6 Return of Materials
  9.7.7 Accrued Rights
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9.7.8 Survival
   GOVERNING LAW AND DISPUTE RESOLUTION
 10.1 Governing Law
  10.2 Dispute Resolution
 10.2.1
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10.2.2
 10.2.3
 10.2.4
 GENERAL PROVISIONS
 11.1 Assignment; Subcontracting
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11.2 Change of Control
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11.3 Force Majeure
  11.4 Further Actions
  11.5 Governmental Approvals; Compliance With Law
  11.6 Notices
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If to OSTEOLOGIX, addressed to:
    
    OSTEOLOGIXFax:Attention:If to SERVIER addressed to:
    
    Institut de Recherche International SERVIER6, place des Pléiades92415 Courbevoie, France[***][***][***]With a copy (except for invoices) to:Les Laboratoires SERVIER
22 rue Garnier92200 Neuilly sur Seine, FranceTo the attention of the Legal Department
  11.7 Waiver
  11.8 Disclaimer of Agency
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11.9 Ambiguities
  11.10 Headings and Section References
  11.11 Severability
  11.12 Maintenance of Records
  11.13 Entire Agreement
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11.14 Use of Names
  11.15 Counterparts
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OSTEOLOGIX LIMITED
    
    Les Laboratoires SERVIER(OSTEOLOGIX)
    
    (SERVIER)By:
    
    By:[***]Director
    
    ProxyBy:[***]ProxyInstitut de RecherchesInternationales SERVIERBy :[***][***]
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EXHIBIT A
 OSTEOLOGIX PATENT RIGHTS
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EXHIBIT B
 OSTEOLOGIX PATENT RIGHTS
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EXHIBIT C
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EXHIBIT D
 Press Release
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EXHIBIT E
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