[
* ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS
AMENDED.

    


    Exhibit 10.34


    LICENSE AND COLLABORATION
AGREEMENT

    June
30, 2010 (the “Effective Date”)

     

    In the
interest of commencing the Project, the Parties have executed this Agreement in
short form, recognizing that they are legally bound to the following terms and
conditions. At the request of either Party, the Parties will promptly negotiate
in good faith an expanded version of this Agreement containing additions terms
and conditions customary to agreements of this nature and mutually agreed by the
Parties.

     

    
      	
              1.  PARTIES

            	 
      	
              Nitto
      Denko Corporation (“Nitto”), whose address
      is HERBIS OSAKA, 2-5-25, Umeda, Kita-ku, Japan; and

               

              Quark
      Pharmaceuticals, Inc. (“Quark”), whose address
      is 6501 Dumbarton Circle, Fremont, CA 94555, USA.

            
	 
      	 
      	 
      
	
              2.  OBJECTIVES

            	 
      	
              As
      more fully described below, Nitto is interested in developing siRNA
      product(s) based on the suppression of the “Nitto Target Genes” (as
      defined below) alone or in combination with each other and/or with other
      genes (the “Products” as defined below). Quark has the know-how and the
      relevant intellectual property to generate and develop such products and
      has been performing a feasibility study for Nitto in this respect under
      the Collaborative Research Agreement dated the [*] as ammended between the
      Parties (the “Prior Agreement”).

            
	 
      	 
      	 
      
	 
      	 
      	
              Therefore,
      Nitto and Quark hereby enter into a License and Collaboration Agreement
      (the “Agreement”), pursuant to which the parties will collaborate to
      develop the Product(s) for commercialization by Nitto. The Agreement
      covers all stages of Product discovery and development activities as will
      be defined more in detail below until the first IND is approved for the
      first Product in the name of Nitto (the “Project”). Nitto, at its sole
      discretion, shall have the right to decide at each stage whether it wishes
      to proceed to the following stage or terminate the Agreement at the
      conditions set forth in Section 7.

            
	 
      	 
      	 
      
	
              3.  DEFINITIONS

            	 
      	 
      
	 
      	 
      	 
      
	
              3.1  “Background
      IP”

            	 
      	
              The
      patents and patent applications and all other proprietary information, and
      know-how owned or controlled (including but not limited to IP jointly
      owned by a Party with a third party) by a Party or its affiliates and, in
      the case of patents and patent applications, filed before the execution
      date of the Agreement, that are reasonably necessary or useful for the
      execution of the Project, except any Jointly Owned IP (as defined below)
      under the Prior Agreement.

            
	 
      	 
      	 
      
	
              3.2  “Change
      of Control”

            	 
      	
              (1)
      An acquisition of Quark by another entity by means of merger,
      consolidation, or a purchase of all or substantially all of its assets, or
      (2) an acquisition of a majority of the outstanding voting stock of Quark
      by a single entity acting alone or together with its affiliates
      (excluding, however, any current stockholder of Quark or affiliates of a
      current stockholder).

            


    


    
      
         


      

      
        1

        
          

        

      

      
         


      

    

    


    
      
        
          
            	
                    3.3  “Compound”

                  	 
      	
                    Any
      siRNA compound directed to one or more Nitto Target Genes (as defined
      below), generated during or as a result of the Prior Agreement or this
      Agreement or through the use of any know how and intellectual property
      generated under this Agreement or the Prior Agreement.

                  
	 
      	 
      	 
      
	
                    3.4  “Conjugated
      Compound”

                  	 
      	
                    A
      Compound conjugated with [*].

                  
	 
      	 
      	 
      
	
                    3.5  “Field”

                  	 
      	
                    Treatment,
      prevention and diagnosis of [*].

                  
	 
      	 
      	 
      
	
                    3.6  “First
      Commercial Sale”

                  	 
      	
                    The
      first commercial sale in an arms-length transaction of the first Product
      in a country after receipt by Nitto or any of its affiliates or
      sublicensees of regulatory approval in such country.

                  
	 
      	 
      	 
      
	
                    3.7  “Formulation”

                  	 
      	
                    A
      Compound formulated together with a [*] owned or controlled by Nitto (such
      [*]), together with [*].

                  
	 
      	 
      	 
      
	
                    3.8  “Jointly Owned
      IP”

                  	 
      	
                    Patents
      and patent applications and all other proprietary information owned
      jointly by the Parties as a result of the Prior Agreement or this
      Agreement.

                  
	 
      	 
      	 
      
	
                    3.9  “Net
    Sales”

                  	 
      	
                    The
      gross amount invoiced by Nitto or its affiliates or sublicensees on sales
      or other dispositions of Products to third parties which are not
      affiliates in those countries, less customary deductions (such as actual
      bad debts, sales returns quantity and cash discounts, rejected goods,
      recalls, returns, rebates, chargebacks, reimbursements or similar payments
      granted or given to wholesalers or other distributors, customs or excise
      duties, sales and use taxes included within the gross amount invoiced, and
      charges for freight and insurance].

                  
	 
      	 
      	 
      
	
                    3.10  “Nitto Target
      Genes”

                  	 
      	
                    ·      [*]

                    Additional
      Nitto Target Genes may be nominated by either Party and added by mutual
      agreement.

                  
	
                    3.11  “Product”

                  	 
      	
                    Any
      product in pharmaceutical dosage form, containing one or more Compounds
      alone or in any combinations thereof that is being developed for potential
      commercialization in the Field. Products shall include the Formulation and
      the Conjugated Compound if these are elements of the pharmaceutical dosage
      form.

                  
	
                    3.12  “Project”

                  	 
      	
                    The
      aggregate of research and development tasks in stages as detailed below
      for the development of a Product in the Field. The detailed research and
      development plan shall be attached to the Agreement as Appendix A and
      includes the
followings:

                  


          

        

      

    

     

    [
* ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS
AMENDED.

    


    
      
        
        

      

      
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                                                                                  Stage 1. All
      necessary tasks needed to [*] including [*] as well as [*]; Quark’s last
      task in this Stage 1 is [*] for [*] for [*] that is scheduled at the
      latest by [*]. Stage 1 is scheduled to end on [*], 2011;
    and

                                                                                
	 	 	 
	 
      	 
      	
                                                                                  Stage 2. All
      necessary tasks needed to [*]. Stage 2 is scheduled to end on [*];
      and

                                                                                
	 	 	 
	 
      	 
      	
                                                                                  Stage 3. All
      necessary tasks needed to complete all IND-enabling activities, including
      [*], and obtaining the legal right to commence human clinical trials of
      Product under the IND, in the name of Nitto. Stage 3 - that is submission
      of IND application in the name of Nitto - is scheduled to end on [*],
      2012.

                                                                                
	 	 	 
	 
      	 
      	
                                                                                  Appendix
      A also specifies which tasks will be performed by Quark and which
      will be performed by Nitto as well as the timelines of all tasks and
      deliverables.

                                                                                
	 	 	 
	 
      	 
      	
                                                                                  Appendix B
      attached to this Agreement is the Budget of Quark tasks according to Appendix
      A.

                                                                                
	 	 	 
	
                                                                                  3.13  “Quark Licensed
      IP”

                                                                                	 
      	
                                                                                  The
      patents and patent applications identified on the attached Exhibit 1, that
      are part of Quark Background IP, and all other proprietary information,
      and know-how owned or controlled by Quark or its affiliates as of the
      execution date of the Agreement or thereafter during the term of the
      Agreement that are reasonably necessary or useful for the research,
      development, manufacture, use, importation or sale of Compound,
      Formulation or Product in the Field, excluding, however, Jointly Owned
      IP.

                                                                                
	 	 	 
	
                                                                                  3.14  “Territory”

                                                                                	 
      	
                                                                                  Worldwide.

                                                                                
	 	 	 
	 	 	 
	
                                                                                  4.  GENERAL
      TERMS FOR PERFORMANCE OF R&D ACTIVITIES

                                                                                
	 	 	 
	
                                                                                  4.1  Governance of Research and
      Development

                                                                                	 
      	
                                                                                  Nitto
      and Quark will form a Joint Development Committee (“JDC”) composed of
      members of both Parties and chaired by a Nitto representative, to review
      and discuss all development and intellectual property protection
      activities including but not limited to achievement of the Project aims
      set forth at each stage of this Project (the “Project Goals”) and changes
      to be implemented in the program (thus changing the Appendix A attached
      hereto) as well as changes to the Budget, if necessary, to reflect changes
      in the Project program. It is agreed between the Parties, however, that
      changes to the Budget will have to be approved by each Party’s management.
      The JDC will meet once every [*] or as otherwise determined by its
      members, at times and locations to be determined. Each Party will bear its
      own expenses associated with the preparation and meetings of the JDC
      meetings. If the Parties are unable to agree, [*] provided that [*], and
      provided further that the JDC shall not have authority to [*] assigned to
      [*] in the Project to any material degree without the consent of
      [*].

                                                                                


                                                                        

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    


    [
* ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS
AMENDED.

     

    
      
        
        

      

      
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                The
      JDC shall not have any authority to amend the terms of the Agreement.
      Following the completion of Stage 3, the JDC shall continue to meet
      periodically solely for advisory purposes, and Quark shall have the right
      to discontinue its participation upon written notice, in which case the
      JDC shall disband.

              
	 
      	 
      	 
      
	
                4.2  Performance
      of the R&D, Quark Undertakings

              	 
      	
                Quark
      will use diligent efforts to carry out all of its tasks in the Project in
      a timely and effective manner. If the Project will contemplate tasks to be
      performed by Nitto, Nitto will make a similar
  undertaking.

              
	 
      	 
      	 
      
	 
      	 
      	
                Quark
      will nominate the key personnel to implement the Project (the “Project
      Team”), which will include a Project Manager and liaison manager (window
      person) for the communication between Nitto and Quark. The organization of
      the Project Team is attached to this Agreement as Appendix C.
      Nitto will also nominate a Project Manager and a window person for the
      smooth communication between the Parties.

              
	 
      	 
      	 
      
	 
      	 
      	
                Both
      Parties may change Project Manager and window person according to the
      Project stage being performed.

              
	 
      	 
      	 
      
	
                4.3  Reporting

              	 
      	
                During
      the Agreement, Quark shall keep Nitto informed of, and promptly provide,
      all data and information relating to the Compounds, Formulation, Products
      and Conjugated Compound that Quark generates. If the Project will
      contemplate tasks to be performed by Nitto, Nitto shall keep Quark
      informed of, and promptly provide, all data and information relating to
      the specific tasks that Nitto will perform. Nitto will also provide to
      Quark any other data, information and materials controlled by Nitto that
      are reasonably necessary for Quark to carry out its tasks under the
      Project.

              
	 
      	 
      	 
      
	 
      	 
      	
                For
      such purpose, the window persons of the Parties shall be in close contact
      with each other at all times and communicate with each other’s
      representatives by email or telephone frequently (daily if required).
      Absent unusual developments, written summary progress reports shall be
      provided by both Parties through the mechanism of JDC meetings
      ([*]).

              
	 
      	 
      	 
      
	 
      	 
      	
                Quark
      will submit detailed reports as follows:

              
	 
      	 
      	 
      
	 
      	 
      	
                Upon
      the end of the task [*], as stated in section 3.12, Quark shall submit to
      Nitto a detailed report (the “[*] Report”). Upon the end
      of Stage 1 Quark shall submit a detailed Stage 1 report (the “Stage 1 Final Report”)
      to the JDC. This Stage 1 Final Report together with the [*] shall be the
      basis for Nitto decision whether to move forward to Stage 2 as provided in
      paragraph 7.2.(iii).(a).

              


      

    

    


    [
* ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS
AMENDED.

     

    
      
        
        

      

      
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              In
      the event that Nitto decides to continue to Stage 2, at the end of Stage 2
      Quark will submit a second detailed final report (the “Stage 2 Final Report”)
      to the JDC. This Stage 2 Final Report shall be the basis for Nitto
      decision whether to move forward to Stage 3 as provided in paragraph
      7.2.(iii).(b).

            
	 
      	 
      	 
      
	 
      	 
      	
              In
      the event that Nitto decides to continue to Stage 3, at the end of Stage
      3, a third detailed final report (the “Stage 3 Final Report”)
      will be submitted to the JDC. Upon submission of the IND for a Product
      Quark shall provide to Nitto the full IND documentation(s). The Stage 3
      Final Report shall be a basis for Nitto decisions provided in paragraph
      7.2.(iii).(c).

            
	 
      	 
      	 
      
	
              4.4  Intellectual
      Property

            	 
      	
              Each
      Party will own and continue to maintain its Background IP at its own
      expense.

            
	 
      	 
      	 
      
	 
      	 
      	
              With
      respect to new intellectual property (including patents), arising out of
      the performance of this Agreement (a) inventorship will be determined
      according to the US laws and regulations relating to patents; and (b) such
      new intellectual property will be jointly owned by Nitto and Quark on an
      equal basis. The Jointly Owned IP patents and patent applications will be
      filed by Quark in the name of both Nitto and Quark, and maintained by
      Quark in close consultation with Nitto. Quark shall have primary rights to
      enforce the Joint IP and handle litigation in close consultation with
      Nitto and shall have the primary rights to defend third party claims
      against the foregoing. Nitto and Quark shall share all expenses related to
      intellectual property protection on an equal basis, including filing,
      maintaining patent applications and patents and all costs associated with
      litigation related to Jointly Owned IP, including interferences and other
      administrative proceedings.

            
	 
      	 
      	 
      
	
              4.5  Quark’s
      Warranty/ Covenant

            	 
      	
              As
      of the Effective Date, Quark represents and warrants to Nitto
      that:

            
	 
      	 
      	 
      
	 
      	 
      	
              1)   
      Quark has neither contracts nor obligation with any third party, which
      would conflict with, result in any violation of, or give rise to an
      adverse effect on, this Agreement, and will not enter into or establish
      any such contract or obligation during the term of this
      Agreement.

            
	 
      	 
      	 
      
	 
      	 
      	
              2)   
      Quark understands Nitto’s purpose to develop a new drug for humans using
      the results of the Project, and therefore Quark shall conduct, and shall
      use reasonable efforts to cause its contractors and consultants to
      conduct, all its activities contemplated under this Agreement in
      accordance with (i) all applicable Laws of the country in which such
      activities are conducted, and (ii) known or published standards of the
      applicable Governmental Authority of such
  country.

            


    

     

    
      [
* ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS
AMENDED.

    


    
      
        
           


          


           

        

         


      

      
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                      3)   
      The composition of the Compound selected by Quark for development under
      the IND will not infringe any third party IP. With respect to the Product,
      the Parties recognize that (i) the Formulation has been developed by Nitto
      and (ii) the elements of the Conjugated Compound, Formulation and Product
      have not yet been determined. However, to the best knowledge of Quark, in
      reliance on the assumption that [*] does not [*], Quark will be able to
      [*] and [*] that [*]. [*] shall [*] and report the result of [*] to [*] as
      rapidly as possible.

                    
	 
      	 	 
      
	
                      4.6  Clinical
      Development

                    	 	
                      After
      the IND, Nitto will be responsible for diligently conducting, at its sole
      expense, the remaining clinical and other development of the Product.
      Nitto shall report [*] to Quark the development progress and future
      development and commercialization plans. Nitto may request Quark to
      perform for Nitto part or all of such clinical trial. In such case, if
      Quark will accept Nitto’s offer, the Parties shall agree on the cost and
      other terms of Quark’s participation in the clinical development. It is
      clarified that the terms of the license granted to Nitto in this Agreement
      shall remain the same even if Quark performs part or all of the clinical
      development.

                    
	 
      	 	 
      
	
                      4.7
      Commercialization

                    	 	
                      Nitto
      will be solely responsible for the commercialization of the Product in the
      Field and Territory, including regulatory, manufacturing, marketing and
      sales activities, subject only to the terms of this
    Agreement.

                    
	 
      	 	 
      
	
                      4.8  Exclusivity of
      Research

                    	 	
                      During
      the term of this Agreement, and thereafter if Nitto purchases the share of
      Quark’s ownership of the jointly Owned IP and the grant of non-exclusive
      license of Quark Licensed IP in accordance with subsections 7.2 (iii)(a)
      through (d) or subsection 7.2 (iv)(c), or if Nitto terminates this
      Agreement because of Quark’s Change of Control or Quark’s material breach
      in accordance with subsection 7.2 (i) or 7.2 (ii) respectively, neither
      Quark nor any of its affiliates shall, directly or indirectly, whether on
      its own or with a third party, perform any research with respect to, or
      develop or commercialize, the Nitto Targets, Formulation, Products or
      Nitto Target-directed siRNA.

                    
	 
      	 	 
      
	
                      5.  LICENSE
      TO NITTO

                    	 	 
	 	 	 
	
                      5.1  Licenses 

                    	 	
                      Subject
      to the terms and conditions of the Agreement:

                       

                      (i) 
       Quark hereby grants Nitto, as of the Effective Date, an exclusive
      worldwide, royalty-bearing license, with the right to sublicense, under
      any Jointly Owned IP, to develop, make, have made, use, sell, have sold,
      offer for sale and import such Products in the Field in the Territory.
      This is license is subject to Quark’s use of Jointly Owned IP for internal
      research purposes and for other purposes outside of the scope of the
      foregoing
license. 

                    


            

          

        

      

    

    


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* ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS
AMENDED.

    


    
      
        
        

      

      
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                        (ii) 
      Furthermore, Quark hereby grants, Nitto, as of the Effective Date, a
      non-exclusive worldwide, royalty-bearing license under Quark Licensed IP,
      for the sole and exclusive purposes to develop, make, have made, use,
      sell, have sold, offer for sale and import such Products in the Field in
      the Territory. Such license is granted with the limited right to
      sublicense only in conjunction with the sublicensing under (i) above. It
      is clarified that during the term of this Agreement, Quark undertakes that
      it shall not grant similar license to any third party for research,
      development and commercialization of siRNA compounds directed to Nitto
      Targets in the Field in the Territory. Except as specifically indicated in
      this subsection, Quark shall remain fully free to use, transfer rights and
      exploit the Quark Licensed IP without accounting to
  Nitto.

                      
	
                        6.  FINANCIAL
      PROVISIONS

                      
	 	 	 
	
                        6.1  Research
      Funding

                      	 	
                        As
      partial compensation for performing the Project by Quark, according to
      Appendix A but not including [*], Nitto shall pay to Quark the total sum
      of United States Dollars [*] (the “Initial Research Funding”) provided
      that if and when the [*], then additional United States Dollars [*] shall
      be added to the Initial Research Funding for a total sum of United States
      Dollars [*] for the full Project in Appendix A (the “Full Research
      Funding”), such additional [*] shall be paid to Quark within [*] after
      such JDC approval. The Initial Research Funding shall be paid by Nitto in
      installments as follows :

                      
	 
      	 	 
      
	 
      	 	
                        (i)  
      United States Dollars two million, two hundred thousand only
      (US$2,200,000) upon receipt of Nitto of Quark’s invoice containing its
      designated bank account information within [*] from the Effective
      Date.

                      
	 
      	 	 
      
	 
      	 	
                        (ii)  United
      States Dollars [*], upon receipt by Nitto
      of Quark’s invoice containing its designated bank account information,
      within [*] from the date of [*].

                      
	 
      	 	 
      
	 
      	 	
                        (iii)  United
      States Dollars [*], upon receipt by Nitto of Quark’s invoice containing
      its designated bank account information, within [*] from the date of
      [*].

                      
	 
      	 	 
      
	 
      	 	
                        (iv)  United
      States Dollars [*] upon receipt by Nitto of Quark’s invoice containing its
      designated bank account information, within [*] from the date of
      [*].

                      


              

            

          

        

      

    

     

    
      [
* ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS
AMENDED.

    

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

    


    
      	 
      	 
      	
              (v)  
        United States Dollars [*] upon receipt by Nitto of Quark’s invoice
      containing its designated bank account information, within [*] from the
      date of [*].

            
	 
      	 
      	 
      
	 
      	 
      	
              (vi)  
        United States Dollars [*] upon receipt by Nitto of Quark’s invoice
      containing its designated bank account information, within [*] from the
      date of [*].

            
	 
      	 
      	 
      
	 
      	 
      	
              (vii)  
       United States Dollars [*] upon receipt by Nitto of Quark’s invoice
      containing its designated bank account information, within [*] from the
      [*].

            
	 
      	 
      	 
      
	 
      	 
      	
              (viii)  
      United States Dollars [*] upon receipt by Nitto of Quark’s invoice
      containing its designated bank account information, within [*] from the
      date [*].

            
	 
      	 
      	 
      
	 
      	 
      	
              The
      JDC shall [*].

            
	 
      	 
      	 
      
	
              6.2  Milestone
      Payments

            	 
      	
              If
      Nitto has not elected to purchase the ownership interest of Quark in the
      Jointly Owned IP and to obtain the non-exclusive license under the Quark
      Licensed IP, by payment of any of the lump sums provided in subsection
      7.2.(iii)(a) or (b) within [*].

            
	 
      	 
      	 
      
	
              6.3  Payments in case of
      sublicensing

            	 
      	
              If
      Nitto has not elected to purchase the ownership interest of Quark in the
      Jointly Owned IP and to obtain the non-exclusive license under the Quark
      Licensed IP, by payment of any of the lump sums provided in subsection
      7.2.(iii) (a) or (b) within [*].

            
	 
      	 
      	 
      
	
              6.4  Royalties

            	 
      	
              Nitto
      will pay a royalty on annual Net Sales (by Nitto or its affiliates or
      sublicensees) of the Products at the rate of [*] on a country-by-country
      basis.

            
	 
      	 
      	 
      
	 
      	 
      	
              Royalties
      will be payable for the period from the First Commercial Sale of the
      Product until the later of (a) 10 years and (b) the last to expire patent
      of the Jointly Owned IP.

            
	 
      	 
      	 
      
	
              6.5  Royalty
      Reductions

            	 
      	
              The
      royalties will be reduced to [*] of the royalty rate in Section 6.4 above
      on a country-by-country basis if there is no patent issued within the
      Jointly Owned IP or the Quark Licensed IP in a country, or there is
      generic competition in a country, with respect to the Products. However,
      such royalty reduction shall not apply if there is [*] (which has been [*]
      for not more than [*]) and there is no generic
  competition.

            
	 
      	 
      	 
      
	 
      	 
      	
              If
      Nitto determines that it must acquire rights of third party IP in order to
      research, develop, manufacture, use, import, sell or otherwise
      commercialize the Product (for reasons other than IP covering the [*]),
      Nitto shall have the right to acquire such rights through a license or
      otherwise and deduct from the payments due to Quark [*] of the amounts
      paid by Nitto to such third party, subject to a maximum reduction limit so
      that royalties payable to Quark are not reduced by more than
      [*].

            


    

    


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* ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS
AMENDED.

    


    
      
        
        

      

      
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                  6.6  Reporting
      and Audit Rights

                	 
      	
                  Nitto
      shall submit reports of Net Sales and make royalty payments on a quarterly
      basis within [*] after the end of each calendar quarter. Quark shall have
      the right to audit the Net Sales of Nitto and its sublicensees at its own
      expense, provided that Nitto shall bear the expenses of any audit that
      establishes an underpayment of more than [*].

                
	 
      	 
      	 
      
	
                  7.  TERM
      AND TERMINATION

                
	 
      	 
      	 
      
	
                  7.1  Term

                	 
      	
                  The
      term of the Agreement will commence upon execution and continue until the
      expiration of the royalty obligations of Nitto, unless earlier terminated
      as permitted by the Agreement.

                
	 
      	 
      	 
      
	
                  7.2  Termination

                	 
      	
                  (i)
      Termination for Change of
      Control: In the event of a Change of Control of Quark prior to the
      completion of Stage 3, Quark shall notify Nitto of such event in writing
      immediately and cause such third party acquiring the control of Quark to
      deliver to Nitto a written commitment to comply with this Agreement. If
      Quark fails to do so, Nitto shall have the right to terminate promptly the
      Agreement. In case of termination, all Jointly Owned IP shall be
      completely assigned to Nitto for the development, commercialization and
      sale of Products in the Field, unconditionally and without any fee and
      compensation. Quark undertakes to process such assignment of its share in
      the Jointly Owned IP expeditiously and to provide to Nitto rights and
      title to all the results, documents, etc. related to the Product in the
      Field. In addition Quark shall provide a non-exclusive worldwide,
      royalty-free license of any Quark Licensed IP that may be necessary for
      development, commercialization and sale of the Product in the
      Field.

                
	 
      	 
      	 
      
	 
      	 
      	
                  (ii)
      Termination for Cause
      (Material Breach): Either Party will have customary rights to
      terminate the Agreement in the event of material breach of the other Party
      (subject to a [*] cure period). Either Party terminated by the other Party
      under this subsection shall transfer or assign its share of the Jointly
      Owned IP to the other Party unconditionally and without any fee and
      compensation. In case of the termination by Nitto of this Agreement due to
      Quark’s material breach, including but not limited to a material violation
      of Quark’s warranty and covenant set forth in Section 4.5, Quark shall
      provide to Nitto a non-exclusive worldwide, royalty-free license of any
      Quark Licensed IP that may be necessary for development, commercialization
      and sale of the Product. The scope of material breach if any and its
      damages shall be settled by mutual consultation of both Parties, and if
      not settled, by an arbitration set forth in Section 8.1, in addition to
      any other remedies provided under New York
law.

                


        

      

    

    


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* ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
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COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS
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              In
      the event of a dispute about whether a material breach has occurred,
      termination of this Agreement shall not be effective until after an
      arbitration under Section 8.1 has determined that a material breach
      occurred and was not cured on a timely basis.

            
	 
      	 
      
	 
      	
              (iii)
      Termination by Nitto
      Without Cause: Nitto may terminate this Agreement and the Licenses
      herein without cause, entirely at the following times (at the end of each
      Stage) and conditions.

            
	 
      	 
      
	 
      	
              (a)
      After
      completion of Stage 1 but before completion of Stage 2: Within [*]
      after [*] at the end of Stage 1 or [*] after the receipt by Nitto of the
      Stage 1 Final Report, whichever comes first, Nitto will inform Quark in
      writing if Nitto wishes to proceed on to Stage 2. It is clarified that
      during this [*] period, Quark will continue the research and development
      of the Project according to Appendix A. In the event that Nitto decides to
      not to continue to Stage 2, this Agreement shall automatically terminate.
      Nitto may purchase the share of the ownership of Quark of the Jointly
      Owned IP and, furthermore, Quark will grant Nitto a non-exclusive license
      under the Quark Licensed IP for researching, developing, commercializing,
      and sale of Products in the Field in the Territory, all provided that
      Nitto shall pay an irrevocable amount of United States Dollars [*]. Nitto
      shall advise Quark of its election to purchase such IP and license rights,
      and make the related payment (if it elects to purchase such IP and license
      rights) within [*] following termination of this Agreement. Even after
      such purchasing, the Quark’s obligation for the maintenance, enforcement
      and handling litigation relating to such IP shall remain in effect,
      provided however that Nitto shall bear all expenses related to the above
      intellectual property protection. For the avoidance of doubt, if Nitto
      purchases such IP, Nitto shall evade paying royalty, Sublicensing Payment
      and Milestone Payment hereunder to Quark. If Nitto decides not to proceed
      to Stage 2 or does not purchase the Quark’s share of the Jointly Owned IP,
      [*] and the non-exclusive license of Quark Licensed IP to Nitto under
      subsection 5.1(ii) shall automatically
  terminate.

            


    

    


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* ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS
AMENDED.

    


    
      
        
        

      

      
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              (b)
      After
      completion of Stage 2 but before completion of Stage 3: Within [*]
      after the receipt by Nitto of the Stage 2 Final Report, Nitto will inform
      Quark in writing if Nitto wishes to proceed to Stage 3. In the event that
      Nitto decides not to continue to Stage 3, this Agreement shall
      automatically terminate. Nitto may purchase the share of the ownership of
      Quark of the Jointly Owned IP and, furthermore, Quark will grant Nitto a
      non-exclusive license under the Quark Licensed IP for researching,
      developing, commercializing and sale of Products in the Field in the
      Territory, all provided that Nitto shall pay an irrevocable amount of
      United States Dollars [*]. Nitto shall advise Quark of its election to
      purchase such IP and license rights, and make the related payment (if it
      elects to purchase such IP and license rights) within [*] following
      termination of this Agreement. Even after such purchasing, the Quark’s
      obligation for the maintenance, enforcement and handling litigation
      relating to such IP shall remain in effect, provided however that Nitto
      shall bear all expenses related to the above intellectual property
      protection. For the avoidance of doubt, if Nitto purchases such IP, Nitto
      shall evade paying royalty, Sublicensing Payment and Milestone Payment
      hereunder to Quark If Nitto decides not to proceed to Stage 3 or does not
      purchase the Quark’s share of the Jointly Owned IP, [*] and the
      non-exclusive license of Quark Licensed IP to Nitto under subsection
      5.1(ii) shall automatically terminate.

            
	 
      	 
      
	 
      	
              (c)
      After
      completion of Stage 3 and submission of IND in the name of Nitto.
      Nitto may terminate the Agreement on [*] prior written notice at any time
      after the submission of the IND. In such case Nitto may purchase the share
      of the ownership of Quark of the Jointly Owned IP and, furthermore, Quark
      will grant Nitto a non-exclusive license under the Quark Licensed IP for
      researching, developing, commercializing, and sale of Products in the
      Field in the Territory, all provided that Nitto shall pay an irrevocable
      amount of United States Dollars [*]. Nitto shall advise Quark of its
      election to purchase such IP and license rights, and make the related
      payment (if it elects to purchase such IP and license rights) within [*]
      following termination of this Agreement. Even after such purchasing, the
      Quark’s obligation for the maintenance, enforcement and handling
      litigation relating to such IP shall remain in effect, provided however
      that Nitto shall bear all expenses related to the above intellectual
      property protection. For the avoidance of doubt, if Nitto purchases such
      IP, Nitto shall evade paying royalty, Sublicensing Payment and Milestone
      Payment hereunder to Quark. If Nitto decides not to purchase the Quark’
      share of the Jointly Owned IP and license for the price indicated in this
      sub-section, then the provisions of section 7.2(iii)(e) below shall
      apply.

            
	 
      	 
      
	 
      	
              (d)
      Quark
      Bankruptcy or Insolvency. In the event of the bankruptcy or
      insolvency of Quark prior to the completion of Stage 3, Nitto shall have
      the right to immediately terminate this Agreement. If Nitto elects to
      purchase the ownership interest of Quark in the Jointly Owned IP and
      obtain the non-exclusive license under the Quark Licensed IP for
      researching, developing, commercializing, and sale of Products in the
      Field in the Territory, Nitto shall pay Quark [*] the amount applicable
      under the provisions of section 7.2(iii)(a) above (if Stage 1 has been
      completed but not Stage 2) or the provisions of section 7.2(iii)(b) above
      (if Stage 2 has been completed). The bankruptcy or insolvency of Quark
      after the completion of Stage 3 (or the bankruptcy or insolvency of Nitto
      at any time) shall have no effect under this
  Agreement.

            


    

    


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* ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
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COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS
AMENDED.

    


    
      
        
        

      

      
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              (e)  Consequences
      of Termination without Cause under subsection (c )above if Nitto does not
      purchase the Jointly Owned IP

            
	 
      	 
      	 
      
	 
      	 
      	
              e.1
      Any licenses and other rights granted by either Party to the other will
      terminate and revert to the granting Party; and except as set forth in
      this Section, the rights and obligations of the Parties hereunder shall
      terminate as of the date of such termination.

            
	 
      	 
      	 
      
	 
      	 
      	
              e.2
      Nitto hereby grants Quark, effective as of the date of such termination, a
      non-exclusive worldwide, royalty-bearing license, with the right to
      sublicense, under any Nitto Background IP (if necessary to practice the
      rights of this sub-Section) and agrees to assign to Quark Nitto’s interest
      in the Jointly Owned IP, to develop, make, have made, use, sell, have
      sold, offer for sale and import such Products as then being marketed or
      developed by Nitto subject only to commercially reasonable royalty and
      assignment price terms to be negotiated in good faith by the
      Parties;

            
	 
      	 
      	 
      
	 
      	 
      	
              e.3
      Any license granted to Quark as described in the preceding subsection
      (e.2) will include the right to use clinical and regulatory data and
      information generated by Nitto for regulatory purposes relating to the
      applicable Products; It will also include assignment to Quark of all of
      its right, title and interest in and to all US and foreign regulatory
      submissions and Regulatory Approvals with respect to the applicable
      Products and all drug master files and drug dossiers with respect to the
      applicable Products.

            
	 
      	 
      	 
      
	 
      	 
      	
              (iv)
      Termination In The Event
      of Project Failure: The Parties recognize that pharmaceutical
      product development is inherently uncertain and that there is no assurance
      of success. In the event there is a material failure to achieve the
      Project Goals at any stage of this Project, Nitto shall have the right to
      terminate this Agreement as follows:

            
	 
      	 
      	 
      
	 
      	 
      	
              (a)
      Any licenses and other rights granted by either Party to the other will
      terminate and revert to the granting Party; and the rights and obligations
      of the Parties hereunder shall terminate as of the date of such
      termination; and

            


    

    


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* ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
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COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS
AMENDED.

    


    
      
        
        

      

      
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                (b)
      Even after such termination, Quark’s obligation for the maintenance,
      enforcement and handling litigation relating to the Jointly Owned IP shall
      remain in effect, and Nitto and Quark shall share all expenses related to
      intellectual property protection on an equal basis; and

              
	 
      	 
      	 
      
	 
      	 
      	
                (c)
      If Nitto elects to purchase the ownership interest of Quark in the Jointly
      Owned IP and obtain the non-exclusive license under the Quark Licensed IP
      for researching, developing, commercializing, and sale of Products in the
      Field in the Territory, Nitto shall pay Quark [*] the amount applicable
      under the provisions of section 7.2(iii)(a) above (if Stage 1 has been
      completed but not Stage 2) or the provisions of section 7.2(iii)(b) above
      (if Stage 2 has been completed), provided however that if and when Nitto
      is able to [*] of [*] arising from the Project [*], then Nitto shall
      notify Quark in writing and shall pay Quark [*].

              
	 
      	 
      	 
      
	 
      	 
      	
                (v)
      Consequences of
      Termination. In the event of termination, the provisions of this
      Agreement which by their terms would survive shall continue in effect, as
      well as the rights and remedies of the Parties accruing prior to
      termination.

              
	 
      	 
      	 
      
	
                8.  MISCELLANEOUS

              	 
      	 
      
	 	 	 
	
                8.1  Governing
      Law and Disputes

              	 
      	
                The
      laws of the State of New York, USA and Commercial Arbitration in
      accordance with ICC rules. Such arbitration shall be conducted in the
      English language and shall be held in New York, USA.

              
	 
      	 
      	 
      
	
                8.2  Compliance
      With Laws

              	 
      	
                In
      carrying out activities under this Agreement, each Party shall comply with
      all applicable laws.

              
	 
      	 
      	 
      
	
                8.3  Press
      Release

              	 
      	
                The
      Parties will issue a mutually agreed form of press release regarding the
      signing of the Agreement within 15 days from signature. In addition, in
      the event that public announcement to stockholders or others relating to
      this Agreement or the Project is required by any law or regulation, the
      Party making any such announcement shall give the other Party an
      opportunity to review in advance the manner or form of the
      announcement.

              
	 
      	 
      	 
      
	
                8.4  Confidentiality

              	 
      	
                The
      Parties will keep confidential the terms of this Agreement, except as
      required by law or by confidential due diligence by potential investors or
      acquirors. Prior to the commencement of work under this Agreement, the
      Parties shall execute a Confidentiality Agreement which shall provide for
      the non-disclosure and non-use of data, information and materials
      exchanged between the Parties, except for use and disclosure as reasonably
      required to perform work or exercise rights under this Agreement. Such
      obligation of confidentiality shall extend for the term of the Agreement
      plus [*].

              


      

    

     

    
      [
* ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS
AMENDED.

    

     

    
      
        
        

      

      
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              8.5  Relationship With Previous
      Agreements

            	 
      	
              This
      Agreement will terminate and supersede the Prior Agreement, and the joint
      Patent Application Agreement and the Memorandum of Understanding if
      entered into prior to execution of this Agreement, provided, however, that
      intellectual property created under such prior agreements shall continue
      to be owned in accordance with the provisions of such agreements (subject
      to the provisions related to Jointly Owned IP provided for in this
      Agreement). The Non-Disclosure Agreements of the Parties dated [*] and [*]
      shall remain in effect and shall apply to information exchanged pursuant
      to this Agreement, until the Parties replace those agreements with a new
      Confidentiality Agreement.

            
	 
      	 
      	 
      
	
              8.6  No
      Assignment

            	 
      	
              Neither
      this Agreement nor any of the one Party’s rights and obligations
      thereunder shall be assignable without prior written consent of the other
      Party.

            
	 
      	 
      	 
      
	
              8.7  Tax
    Matter

            	 
      	
              The
      Parties shall take all necessary measures to avoid double taxation on
      payments to be made under this
Agreement.

            


    

     

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* ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
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    IN WITNESS WHEREOF, the
Parties hereto have caused this Agreement to be executed in duplicate, signed
and sealed by both Parties, and each original copy to be retained by each
Party.

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        	
                                                Signed
      for and behalf of:

                                              	 
      	Signed
      for and behalf of:
	 
      	 
      	 
      	 
      	 
      
	
                                                Nitto
      Denko Corporation

                                              	 
      	Quark
      Pharmaceuticals, Inc.
	 
      	 
      	 
      	 
      	 
      
	
                                                By 
      

                                              	
                                                /s/ Kageshi
      Maruyama

                                              	 
      	
                                                By 
      

                                              	
                                                /s/ D.
      Zurr

                                              
	 
      	 
      	 
      	 
      	 
      
	
                                                Name:   
      

                                              	
                                                Kageshi
      Maruyama

                                              	 
      	
                                                Name:   
      

                                              	
                                                Daniel
      Zurr

                                              
	 
      	
                                                Officer,
      General Manager of Corporate

                                              	 
      	
                                                Title: 
      

                                              	
                                                President &
      CEO

                                              
	
                                                Title: 
      

                                              	
                                                Business Development
      Dept.

                                              	 
      	 
      	 
      
	 	 	 	 	 
	
                                                Date: 
      

                                              	July 1st,
      2010             
      	
                                                in
      Japan

                                              	  
      	
                                                Date:

                                              	
                                                July
      4,
      2010                 
      

                                              	
                                                in
      USA

                                              


                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    List
of Appendices and Exhibits:

     

    
      	
               
      

            	
              Appendix
      A- Project Description (Tasks, Project Goals, Timelines and
      Deliverables)

            


    

     

    
      	
               
      

            	
              Appendix
      B- Budget

            


    

     

    
      	
               
      

            	
              Appendix
      C- Initial Project Team

            


    

     

    
      	
               
      

            	
              Exhibit
      1- Patents and Patent Applications Included Within Quark Licensed
      IP

            


    

     

    
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* ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS
AMENDED.

    

     

    
      
        
        

      

      
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    Appendix
A – Project Description (Tasks, Project Goals, Timelines and
Deliverables)

     

    [*]

     

    
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BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS
AMENDED.

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Appendix
B – Budget

     

    [*]

     

    
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COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS
AMENDED.

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Appendix
C

     

    [*]

     

    
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AMENDED.

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    EXHIBIT
1 Patents and Patent Applications Included Within Quark Licensed IP

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            	
                                                    Quark
      Ref. No./

                                                    Pending
      Patent

                                                    family
      members

                                                  	 	
                                                    Title

                                                  	 	
                                                    Priority
      Application(s)

                                                    No.

                                                    Priority
      Filing date (s)

                                                  	 	
                                                    International
      Appl. No.

                                                    Application
      Filing date

                                                    Publication
      No.

                                                    Publication
      filing date

                                                  
	
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* ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS
AMENDED.