Exhibit 10.1







    

    
      CONFIDENTIAL TREATMENT REQUESTED:  INFORMATION FOR WHICH CONFIDENTIAL
      TREATMENT HAS BEEN REQUESTED IS OMITTED AND IS NOTED WITH “[*].”  AN
      UNREDACTED VERSION OF THIS DOCUMENT HAS BEEN FILED SEPARATELY WITH THE
      SECURITIES AND EXCHANGE COMMISSION.





    

    
      ASSET PURCHASE AGREEMENT


Dated as of August 6, 2009


By
      and Between


NOVARTIS INSTITUTES FOR BIOMEDICAL
      RESEARCH, INC.
    

    
      and
    

    
      OPEXA THERAPEUTICS, INC.
    

    
      

      

      

      

      

      


    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    
      ASSET PURCHASE AGREEMENT
    

    
      This ASSET PURCHASE AGREEMENT (this “Agreement”) is dated
      as of August 6, 2009 (the “Effective Date”), by and between
      Novartis Institutes for BioMedical Research, Inc., a Delaware
      corporation (“Novartis”) and Opexa Therapeutics, Inc., a
      Texas corporation (the “Company”).  
    

    
      RECITALS
    

    
      WHEREAS, the Company is engaged in the research and development
      of the MDSC Program (as defined below);
    

    
      WHEREAS, upon the terms and conditions set forth herein, Novartis
      desires to purchase, and the Company desires to assign to Novartis all
      of the Company Intellectual Property (as defined below);
    

    
      WHEREAS, the Company and the University of Chicago have entered
      into the Chicago License, whereby the University of Chicago has licensed
      to the Company certain exclusive rights as set forth in the Chicago
      License; and
    

    
      WHEREAS, the Company wishes to assign the Chicago License to
      Novartis, and Novartis wishes to assume the Chicago License from the
      Company, on the terms and conditions set forth herein;
    

    
      NOW, THEREFORE, in consideration of the foregoing and the
      respective representations, warranties, covenants and agreements set
      forth herein, and intending to be legally bound hereby, the parties
      hereto agree as follows:
    

    
      Article I 

DEFINITIONS
    

    
      1.1  Defined Terms.  Defined terms used in this
      Agreement shall have the meanings ascribed to them as follows:
    

    
      “Affiliate” shall mean, with respect to a party, any Person
      that controls, is controlled by, or is under common control with that
      party.  For the purpose of this definition, “control” shall mean, direct
      or indirect, ownership of fifty percent (50%) or more of the shares of
      stock entitled to vote for the election of directors, in the case of a
      corporation, or fifty percent (50%) or more of the equity interest in
      the case of any other type of legal entity, status as a general partner
      in any partnership, or any other arrangement whereby the entity or
      Person controls or has the right to control the board of directors or
      equivalent governing body of a corporation or other entity, or the
      ability to cause the direction of the management or policies of a
      corporation or other entity.  In the case of entities organized under
      the Laws of certain countries, the maximum percentage ownership
      permitted by Law for a foreign investor may be less than fifty percent
      (50%), and in such case such lower percentage shall be substituted in
      the preceding sentence, provided, that such foreign investor has the
      power to direct the management and policies of such entity. In the case
      of Novartis, “Affiliates” shall also expressly be deemed to include the
      Novartis Institute for Functional Genomics, Inc., the Friedrich Miescher
      Institute for Biomedical Research and their respective Affiliates.
    

    
      
        

        

      

      
        
          1
        

        
          


        

      

      
        

        

      

    

    
      “Allogeneic Generation Process” shall mean an in
      vitro process to generate MDSCs from a person’s blood, multiplying
      such MDSCs in number ex vivo, and converting them to a
      therapeutic for transplantation into a different person.
    

    
      “Autologous Generation Process” shall mean an in
      vitro process to generate MDSCs from a person’s blood, multiplying
      such MDSCs in number ex vivo, and converting them to a
      therapeutic for transplantation back into the same person.
    

    
      “Calendar Quarter” shall mean the respective periods of
      three (3) consecutive calendar months ending on March 31, June 30,
      September 30 and December 31.
    

    
      “Calendar Year” shall mean each successive period of twelve
      (12) months commencing on January 1 and ending on December 31.
    

    
      “Change in Control” of the Company shall mean (i) the
      Company is involved in a merger, reorganization or consolidation in
      which its shareholders immediately prior to such transaction hold less
      than fifty percent (50%) of the voting securities or other voting
      interests representing the equity of the surviving entity immediately
      after such merger, reorganization or consolidation, where such surviving
      entity is or is an Affiliate of a Significant Pharmaceutical Company,
      (ii) there is a bona fide sale of all or substantially all of the
      Company’s assets or business relating to this Agreement to a Significant
      Pharmaceutical Company, or (iii) a Significant Pharmaceutical Company
      acquires effective control of the management and policies of the Company.
    

    
      “Chicago License” shall mean that certain Second Amended
      and Restated License Agreement, dated July 31, 2007, between the Company
      and the University of Chicago, as amended as of August 5, 2009, attached
      hereto as Exhibit A.
    

    
      “Company Intellectual Property” shall mean any Intellectual
      Property that is owned by or licensed to the Company in each case which
      is used in, held for use or intended for use in, or that arises out of
      or otherwise relates to the MDSC Program, excluding the Intellectual
      Property licensed to the Company under the Chicago License.  
    

    
      “Confidentiality Agreement” shall mean the Confidential
      Disclosure Agreement effective as of December 11, 2008, by and between
      the Company and Novartis International AG.
    

    
      “dollars” or “$” shall mean United
      States dollars.
    

    
      “EMEA” shall mean the European Medicines Evaluation Agency
      or any successor agency thereto.
    

    
      “EU Regulatory Approval” shall mean (a) marketing
      authorization approval from the EMEA and pricing and reimbursement
      approval in any three Major EU Countries or (b) national marketing
      authorization approval and pricing and reimbursement approval in any
      three Major EU Countries.
    

    
      
        

        

      

      
        
          2
        

        
          


        

      

      
        

        

      

    

    
      CONFIDENTIAL TREATMENT REQUESTED
    

    
      “FDA” shall mean the United States Food and Drug
      Administration, or any successor agency thereto.
    

    
      “First Commercial Sale” shall mean the first sale of a
      Product or Method, by or under the authority of Novartis, an Affiliate
      of Novartis, or their licensees or sublicensees to a Third Party in a
      country following Regulatory Approval and reimbursement approval (if
      necessary) of such Product or Method in that country or, if no such
      Regulatory Approval or similar approval is required, the date upon which
      such Product or Method is first commercially launched in such country; provided
      that First Commercial Sale shall not include any distribution or other
      sale solely for so-called treatment investigational new drug sales,
      named patient sales, compassionate or emergency use sales or pre-license
      sales.
    

    
      “FPFV” shall mean, with respect to a Product or Method, the
      administration of the first dose of such Product or first administration
      of such Method to the first patient at his first visit in a Phase III
      Clinical Study, as applicable.
    

    
      “FTE” or “Full Time Equivalent” shall
      mean the equivalent of a full-time qualified employee’s work time
      (consisting of a total of [*] hours over a twelve-month period) for
      scientific work directly related to the technology transfer activities
      provided in the Technology Transfer Plan, excluding any managerial
      activities and travel time.
    

    
      “Generation Process” shall mean, collectively, the
      Autologous Generation Process and the Allogeneic Generation Process.
    

    
      “Governmental Authority” shall mean any federal, state,
      municipal, foreign or other governmental body, department, commission,
      board, bureau, agency, court or instrumentality, domestic or foreign, or
      other entity exercising any executive, legislative, judicial,
      quasi-judicial, regulatory or administrative function of government,
      including the FDA and all foreign equivalents thereof.
    

    
      “Intellectual Property” shall mean any or all rights in,
      arising out of, or associated therewith:  (a) all United States,
      international and foreign Patent Rights; (b) all Know-How; (c) all
      copyrights, copyright registrations and applications therefor, and all
      other rights corresponding thereto throughout the world; (d) all
      industrial designs and any registration and applications therefor
      throughout the world; (e) all trade names, brand names, model names and
      other source indicators, logos, domain names, URLs, common law
      trademarks and service marks, including all good will associated
      therewith, and all registration and applications therefor throughout the
      world; (f) all mask works and all applications, registrations, and
      renewals in connection therewith and (g) all databases and data
      collections and all rights therein throughout the world.
    

    
      “Invoice” shall mean an invoice substantially in the form
      attached as Exhibit D.
    

    
      “Know-How” shall mean all ideas, inventions (whether
      patentable or not), discoveries, concepts, formulae, practices,
      procedures, processes, methods, knowledge, know-how, trade secrets,
      technology, technical information, designs, drawings, computer programs,
      skill, experience, documents, apparatus, results, data, specifications
      and materials, including all clinical and regulatory strategies,
      regulatory filings (and copies thereof), biological, chemical,
      biochemical, pharmacological, physical, toxicological and clinical data,
      analytical, safety, efficacy and quality control data, test data,
      manufacturing data  and descriptions, patents and legal data, market
      data, financial data or descriptions, devices, assays, chemical
      formulations, specifications, compositions of matter, product samples
      and other samples, physical, chemical and biological materials and
      compounds, and the like, in written, electronic or other form.
    

    
      
        

        

      

      
        
          3
        

        
          


        

      

      
        

        

      

    

    
      “Law” shall mean any federal, state, local or foreign law,
      statute, common law, rule, regulation, code, directive, ordinance or
      other requirement of general application of any Governmental Authority.
    

    
      “Liabilities” shall mean any direct or indirect liability,
      indebtedness, claim, loss, damage, deficiency, obligation or
      responsibility, fixed or unfixed, liquidated or unliquidated, secured or
      unsecured, accrued, absolute or contingent.
    

    
      “Licensed Patents” shall have the meaning set forth in the
      Chicago License.
    

    
      “LICENSEE” shall have the meaning set forth in the Chicago
      License.
    

    
      “Lien” shall mean any lien, claim, charge, option,
      mortgage, pledge or security interest, rights of first refusal or rights
      of first offer, encumbrance or other similar right, whether arising by
      contract, operation of law or otherwise.
    

    
      “Losses” of any Person shall mean any and all demands,
      claims, suits, actions, causes of action, proceedings, assessments,
      losses, damages, Liabilities, Taxes, costs and expenses, incurred by
      such Person, including settlement costs, costs of collection, interest,
      penalties and attorneys’ fees, Third Party expert and consultant fees
      and expenses, fines, judgments and awards.
    

    
      “Major EU Country” shall mean France, Germany, Italy, Spain
      or the United Kingdom.
    

    
      “MDSC” shall mean a monocyte-derived stem cell.
    

    
      “MDSC Program” shall mean, in each instance as conducted by
      or on behalf of the Company up to and including the Effective Date: (i)
      the Generation Process; and (ii) any other use of MDSCs for any purpose.
    

    
      “Method” shall mean any method, procedure or process where
      use or practice of such is covered by the scope of any Valid Claim.
    

    
      “Net Sales” shall mean with respect to any Product or
      Method the gross amount invoiced by or on behalf of Novartis, its
      Affiliates and any licensees or sublicensees for that Product or Method
      sold to Third Parties, in bona fide, arm’s length transactions, less
      customary deductions, determined in accordance with Novartis’ usual and
      customary accounting methods, which are in accordance with International
      Financial Reporting Standards (IFRS) as consistently applied at
      Novartis, to the extent included in the gross invoiced sales price of
      any Product or Method or otherwise directly paid or incurred by
      Novartis, its Affiliates or licensees or sublicensees with respect to
      the sale of such Product or Method, such as:
    

    
      
        

        

      

      
        
          4
        

        
          


        

      

      
        

        

      

    

    
      CONFIDENTIAL TREATMENT REQUESTED
    

    

    

    
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      all as determined in accordance with Novartis’ usual and customary
      accounting methods, which are in accordance with International Financial
      Reporting Standards (IFRS) as consistently applied at Novartis.  Sales
      from Novartis to its Affiliates shall be disregarded for purposes of
      calculating Net Sales.  Any of the items set forth above that would
      otherwise be deducted from the invoice price in the calculation of Net
      Sales but which are separately charged to Third Parties shall not be
      deducted from the invoice price in the calculation of Net Sales.
    

    
      (a)       In the case of any sale or other disposal of a Product or
      Method between or among Novartis, its Affiliates and licensees and
      sublicensees, for resale, Net Sales shall be calculated as above only on
      the value charged or invoiced on the first arm’s length sale thereafter
      to a Third Party;
    

    
      (b)       In the case of any sale which is not invoiced or is delivered
      before invoice, Net Sales shall be calculated at the time of shipment or
      when the Product or Method is paid for, if paid for before shipment or
      invoice; and
    

    
      (c)       In the case of any sale or other disposal for value, such as
      barter or counter-trade, of any Product or Method, or part thereof,
      other than in an arm’s length transaction exclusively for money, Net
      Sales shall be calculated as above on the value of the non-cash
      consideration received or the fair market price (if higher) of the
      Product or Method in the country of sale or disposal.
    

    
      
        

        

      

      
        
          5
        

        
          


        

      

      
        

        

      

    

    
      “Order” shall mean any order, writ, injunction, judgment,
      decree or ruling entered, issued, made or rendered by any court,
      administrative agency, arbitration tribunal or other Governmental
      Authority of competent jurisdiction.
    

    
      “Patent Rights” shall mean all patents and patent
      applications, and any patents issuing therefrom, worldwide, including
      all divisionals, continuations, substitutions, continuations-in-part,
      re-examinations, reissues, additions, renewals, extensions (including
      patent term extensions and supplementary protection certificates),
      registrations, and the like of any of the foregoing.
    

    
      “Permits” shall mean all licenses, permits, consents,
      applications, orders, waivers,  clearances, franchises, certificates,
      variances, approvals, filings, notifications and other authorizations of
      any Governmental Authorities under applicable Law.
    

    
      “Person” shall mean any individual, corporation,
      partnership, firm, limited liability company, joint venture,
      association, joint stock company, trust, unincorporated organization,
      Governmental Authority or other entity.
    

    
      “Phase III Clinical Study” shall mean a pivotal human
      clinical study in any country that is conducted in accordance with cGCPs
      and is intended to establish efficacy and safety of a product for the
      purpose of preparing and submitting a Regulatory Filing to the competent
      Governmental Authority in such particular country.
    

    
      “Proceeding” shall mean any action, suit, dispute,
      litigation, hearing, claim, grievance, arbitral action or other
      proceeding before any Governmental Authority, at law or in equity.
    

    
      “Product” shall mean any product that is covered by the
      scope of any Valid Claim or made by a process, method or technique
      covered by the scope of any Valid Claim, or where a method of using such
      product is covered by the scope of any Valid Claim.
    

    
      “Regulatory Approval” shall mean, with respect to a product
      in any country or jurisdiction, approval (including where required,
      pricing and reimbursement approvals), registration, license or
      authorization from a Governmental Authority in a country or other
      jurisdiction that is necessary to market and sell such product in such
      country or jurisdiction.
    

    
      “Regulatory Filing” shall mean, with respect to a product,
      any submission to a Governmental Authority of any appropriate regulatory
      application to conduct clinical trials or market a product, and shall
      include any submission to a regulatory advisory board, marketing
      authorization application, and any supplement or amendment thereto.  For
      the avoidance of doubt, Regulatory Filings shall include any
      Investigational New Drug Application, New Drug Application (“NDA”),
      Biologics License Application or the corresponding application in any
      other country or group of countries.
    

    
      “Representative” shall mean any attorney, accountant,
      financial advisor or other authorized representative of any Person. “Sales
      Report” shall mean a written report or reports showing [*] the
      royalties payable, in United States Dollars, which shall have accrued
      hereunder with respect to such Net Sales.
    

    
      
        

        

      

      
        
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      CONFIDENTIAL TREATMENT REQUESTED
    

    
      “SEC” shall mean the United States Securities and Exchange
      Commission.
    

    
      “Significant Pharmaceutical Company” shall mean a
      pharmaceutical company, biotechnology company, or group of such
      companies acting in concert which is a Third Party and with a market
      capitalization greater than [*] as of the effective date of a Change in
      Control.
    

    
      “Tax” or “Taxes” shall mean any taxes of
      any kind, including those measured on, measured by or referred to as,
      income, alternative or add-on minimum, gross receipts, escheat, capital,
      capital gains, sales, use, ad valorem, franchise, profits, license,
      privilege, transfer, withholding, payroll, employment, social, excise,
      severance, stamp, occupation, premium, value added, property,
      environmental or windfall profits taxes, customs, duties or similar
      fees, assessments or charges of any kind whatsoever, together with any
      interest and any penalties, additions to tax or additional amounts
      (including any interest thereon) imposed by any Governmental Authority.
    

    
      “Third Party” shall mean any Person other than a party to
      this Agreement or an Affiliate of such Party.
    

    
      “Valid Claim” shall mean:  (i) an issued claim of any
      unexpired patent within the Acquired Patents or Licensed Patents which
      has not been (x) held unenforceable, unpatentable or invalid by a
      decision of a court or governmental body of competent jurisdiction, in a
      ruling that is unappealable or unappealed within the time allowed for
      appeal; (y) rendered unenforceable through disclaimer or otherwise; or
      (z) lost through an interference proceeding or irrecoverable failure,
      prior to the Effective Date, to pay a maintenance fee; or (ii) a claim
      of any patent application within the Acquired Patents or Licensed
      Patents so long as such patent application has not been pending for more
      than [*] following the filing date for such application.
    

    
      1.2  Other Defined Terms.  The following capitalized
      terms are defined in this Agreement in the Section indicated below:
    

    

    

    
    	
           
        	
          
            Defined Term
          

        	
          
            Section
          

        
	

        	
          Acquired Patents
        	
          2.1(a)(i)
        
	

        	
          Agreement
        	
          Preamble
        
	

        	
          Assumed Liabilities
        	
          2.2
        
	

        	
          Claim
        	
          7.2(a)
        
	

        	
          Company
        	
          Preamble
        
	

        	
          Confidential Information
        	
          6.4
        
	

        	
          Direct Claim
        	
          7.2(b)
        
	

        	
          Effective Date
        	
          Preamble
        
	

        	
          Indemnification Claim Notice
        	
          7.2(a)
        
	

        	
          Indemnified Party
        	
          7.2(a)
        
	

        	
          Indemnifying Party
        	
          7.2(a)
        
	

        	
          MDIs
        	
          Schedule 2.1(a)(ii)
        
	

        	
          Milestone
        	
          3.2(a)
        


    

    
      
        

        

      

      
        
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            Defined Term
          

        	
          
            Section
          

        
	

        	
          Milestone Payment
        	
          3.2(a)
        
	

        	
          Negotiation Period
        	
          6.2
        
	

        	
          Novartis
        	
          Preamble
        
	

        	
          Personal Information
        	
          8.16
        
	

        	
          Retained Liabilities
        	
          2.2
        
	

        	
          Technology Transfer Plan
        	
          6.1(a)
        
	

        	
          Third Party Claim
        	
          7.2(a)(i)
        
	

        	
          Transaction Documents
        	
          5.1(b)
        
	

        	
          Violation
        	
          5.1(c)
        


    

    
      1.3  Rules of Construction.  References in this
      Agreement to gender include references to all genders, and references to
      the singular include references to the plural and vice versa.  The words
      “include,” “includes” and “including” when used in this Agreement shall
      be deemed to be followed by the phrase “without limitation.”  Unless the
      context otherwise requires, references in this Agreement to Articles,
      Sections, Exhibits and Schedules shall be deemed references to Articles
      and Sections of, and Exhibits and Schedules to, this Agreement.  Unless
      the context otherwise requires, the words “hereof,” “hereby” and
      “herein” and words of similar meaning when used in this Agreement refer
      to this Agreement in its entirety and not to any particular Article,
      Section or provision of this Agreement.  The table of contents and
      headings contained in this Agreement are for reference purposes only and
      shall not affect in any way the meaning or interpretation of this
      Agreement.
    

    
      Article II

PURCHASE AND SALE OF THE COMPANY INTELLECTUAL
      PROPERTY;
TRANSFER OF LICENSE
    

    

    

    
      2.1  Purchase and Sale of the Company Intellectual Property
    

    
       (a)  On the terms and conditions set forth in this Agreement, the
      Company shall (and shall cause its Affiliates to) and hereby does, as of
      the Effective Date, sell, transfer, convey, assign and deliver to
      Novartis, and Novartis shall and hereby does, as of the Effective Date,
      purchase and acquire all of the Company’s (and its Affiliates’) right,
      title and interest in, to and under all of the Company Intellectual
      Property, including but not limited to:
    

    
      (i)  the patent applications set forth on Schedule 2.1(a)(i) attached
      hereto and all Patent Rights therein (the “Acquired Patents”);
    

    
      (ii)  all data, results, research and development plans, experiments,
      laboratory notebooks, biological materials and other information
      relating to the research conducted by, or on behalf of, the Company
      and/or its Affiliates with respect to the MDSC Program, including those
      set forth on Schedule 2.1(a)(ii) attached hereto; and
    

    
      (iii)  all Know-How not specifically described above that is used, held
      for use or intended for use in, or that arose out of, or is otherwise
      related to, the MDSC Program.
    

    
      
        

        

      

      
        
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      As of the Effective Date, all right, title and interest to and risk of
      loss as to the Company Intellectual Property shall pass from the Company
      and its Affiliates to Novartis free and clear of all Liens.
    

    
      2.2  No Assumption of Liabilities.  Notwithstanding any
      other provision hereof, and except for Liabilities and obligations as
      LICENSEE under the Chicago License with respect to periods after the
      Effective Date (the “Assumed Liabilities”), Novartis and
      its Affiliates shall not assume or agree to, and shall not be obligated
      to pay, perform or discharge, any obligations, Liabilities, contracts,
      agreements or commitments of the Company or any of its Affiliates
      (including (i) any Liabilities, contracts, agreements or commitments
      relating to the MDSC Program or (ii) any Liabilities or obligations
      relating to the performance (or failure to perform) by the LICENSEE
      under the Chicago License on or prior to the Effective Date), all of
      which obligations, Liabilities, contracts, agreements and commitments
      shall remain the sole liability and responsibility of the Company and
      its Affiliates (the “Retained Liabilities”).    
    

    
      2.3  Chicago License.  The Company hereby agrees to
      assign to Novartis (as the LICENSEE thereunder), and Novartis hereby
      agrees to accept and assume (as the LICENSEE thereunder), the Chicago
      License, on the Effective Date pursuant to the Assignment and Amendment
      Agreement in the form attached hereto as Exhibit F.
    

    
      Article III

PAYMENTS
    

    
      3.1  Up-Front Payment.  Novartis shall pay to the
      Company $3,000,000 (THREE MILLION DOLLARS) within thirty (30) days of
      Novartis’ receipt of an Invoice for such amount.
    

    
      3.2  Additional Consideration.
    

    
      (a)  Milestone Payments.  As additional consideration,
      Novartis shall, upon the achievement of the development milestones and
      sales milestones set forth below (each a “Milestone”), pay
      in accordance with subsection (b) the following cash payments (each a “Milestone
      Payment” and collectively, the “Milestone Payments”):
    

    
      
        

        

      

      
        
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      CONFIDENTIAL TREATMENT REQUESTED
    

    
       (i)  Development Milestones
    

    
    	
           
        	
          
            Development Milestone
          

        	
          
            Milestone Payment
          

        
	

        	
          
            FPFV in the first Phase III
          

          
            Clinical Study for a Product or
          

          
            Method
          

        	
          [*]
        
	

        	
          
            First Regulatory Filing seeking
          

          
            Regulatory Approval for a
          

          
            Product or Method
          

        	
          [*]
        
	

        	
          
            First receipt of Regulatory
          

          
            Approval in the United States for
          

          
            a Product or Method
          

        	
          [*]
        
	

        	
          
            First receipt of EU Regulatory
          

          
            Approval for a Product or
          

          
            Method
          

        	
          [*]
        


    

    
      (ii)  Sales Milestones
    

    
    	
           
        	
          
            Sales Milestone
          

        	
          
            Milestone Payment
          

        
	

        	
          
            First Calendar Year in which [*]
          

          
            annual Net Sales exceed [*]
          

        	
          [*]
        
	

        	
          
            First Calendar Year in which [*]
          

          
            annual Net Sales exceed [*]
          

        	
          [*]
        
	

        	
          
            First Calendar Year in which [*]
          

          
            annual Net Sales exceed [*]
          

        	
          [*]
        


    

    
      Each Milestone Payment shall be deemed earned as of the first
      achievement of the corresponding Milestone as reasonably determined by
      Novartis, and shall be notified by Novartis to the Company within thirty
      (30) days after achievement of the Milestone.  For the avoidance of
      doubt: (i) each Milestone Payment shall become payable only upon the
      first occurrence of the Milestone; (ii) none of the Milestone Payments
      shall be payable more than once and (iii) no additional Milestone
      Payments shall be due for Milestones completed for the development and
      commercialization of any or all of the Products and Methods for
      additional indications or otherwise.
    

    
      (iii)  Payment of Milestone Payments.  Novartis shall
      pay to the Company an amount equal to the Milestone Payment no later
      than sixty (60) days after receipt of an Invoice therefor, which Invoice
      shall be issued by the Company no earlier than the receipt by the
      Company of the notice sent by Novartis relating to the achievement of
      the applicable Milestone.
    

    
      (b)  RoyaltiesSubject to the terms and conditions of this Agreement,
      including but not limited to Section 3.3, as additional consideration
      Novartis shall pay to the Company a royalty of [*] percent ([*]%) on Net
      Sales of each Product and Method (on a Product-by-Product,
      Method-by-Method and country-by-country basis) by Novartis, its
      Affiliates and licensees and sublicensees.
    

    
      
        

        

      

      
        
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      CONFIDENTIAL TREATMENT REQUESTED
    

    
      (ii)  In the event that, with respect to Net Sales of Products and/or
      Methods, Novartis pays royalties to Third Parties for patent rights to
      make, use or sell Product(s) and/or Method(s), the royalties due and
      payable by Novartis to the Company hereunder shall be reduced by [*]
      percent ([*]%) of the amounts paid by Novartis to such Third Party for
      such patent rights; provided, however, that in no event shall any
      royalty payment due to the Company under this Agreement be reduced
      through this Section by more than [*] percent ([*]%).
    

    
      (iii)   Within sixty (60) days after each Calendar Quarter during the
      period of time during which a non-zero amount of royalties are payable
      under Section 3.2(b)(i) and following the First Commercial Sale of a
      Product or Method, until royalties are no longer payable under Section
      3.2(b)(i), Novartis will provide or cause to be provided to the Company
      a Sales Report.  The Company shall submit an Invoice to Novartis with
      respect to the royalty amount set forth on such Sales Report.  Novartis
      shall pay such royalty amount within sixty (60) days after receipt of
      such Invoice.   
    

    
      (c)  Technology Transfer Payment.  As additional
      consideration, upon the completion of the technology transfer activities
      set forth in the Technology Transfer Plan in accordance with Section
      6.1, Novartis shall pay to the Company the amounts set forth in Section
      6.1(c).
    

    
      3.3  Deductibility of Amounts Payable under the Chicago
      License.  Notwithstanding any provision herein to the contrary:  (i)
      Novartis may offset the amount of any Royalties (as defined in the
      Chicago License) paid by Novartis under the Chicago License (net of any
      deductions or credits as provided in the Chicago License) against the
      royalties otherwise payable to the Company pursuant to Section
      3.2(b)(i), but solely as to that portion of the royalties attributable
      to the Product(s) or Method(s) at issue and in respect of the
      country(ies) at issue; and (ii) Novartis may offset the amount of any
      milestone payments paid by Novartis under Section 4.C of the Chicago
      License (net of any deductions or credits as provided in the Chicago
      License) against the Milestone Payments otherwise payable to the Company
      pursuant to Section 3.2(a)(i).
    

    
      3.4  Currency; Payment.  All payments under this
      Agreement shall be payable in United States dollars.  When conversion of
      payments from any foreign currency is required to be undertaken by
      Novartis, the United States dollar equivalent shall be calculated using
      Novartis’ then-current standard exchange rate methodology as applied in
      its external reporting.  All payments by Novartis to the Company shall
      be made by wire transfer of immediately available funds to an account
      designated by the Company prior to the Effective Date, or as may be
      designated by the Company from time to time upon written notice to
      Novartis.
    

    
      3.5  Taxes.  The Company will pay any and all taxes
      levied on account of any payments made to it under this Agreement.  If
      any such taxes are required to be withheld by Novartis, Novartis will:
      (a) deduct such taxes from the payment made to the Company; (b) timely
      pay the taxes to the proper taxing authority; (c) send proof of payment
      to the Company; and (d) reasonably assist the Company in its efforts to
      obtain a credit for such tax payment.  Each party agrees to reasonably
      assist the other party in lawfully claiming exemptions from and/or
      minimizing such deductions or withholdings under double taxation Laws or
      similar circumstances.
    

    
      
        

        

      

      
        
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      CONFIDENTIAL TREATMENT REQUESTED
    

    
      3.6  Records and Audit Rights.
    

    
      (a)  Novartis shall (and shall cause any of its Affiliates, licensees or
      sublicensees to) keep complete, true and accurate books and records in
      accordance with IFRS in relation to this Agreement, including in
      relation to Net Sales and royalties.  Novartis will keep (or cause to be
      kept) such books and records for at least three (3) years following the
      Calendar Quarter to which they pertain.
    

    
      (b)  The Company shall have the right for a period of [*] after
      receiving any Sales Report to appoint an internationally-recognized
      independent accounting firm (which is reasonably acceptable to Novartis)
      (the “Auditor”) to inspect the relevant records of Novartis
      or its Affiliates to verify such reports, statements, records or books
      of accounts, as applicable.  Before beginning its audit, the Auditor
      shall execute an undertaking acceptable to Novartis by which the Auditor
      shall keep confidential all information reviewed during such audit.  The
      Auditor shall have the right to disclose to the Company its conclusions
      regarding any payments owed under this Agreement.
    

    
      (c)  Novartis and its Affiliates shall make their records available for
      inspection by such Auditor during regular business hours at such place
      or places where such records are customarily kept, upon receipt of
      reasonable advance notice from the Company, solely to verify the
      accuracy of the Sales Reports.  Such inspection right shall not be
      exercised more frequently than once in any calendar year and not more
      than once with respect to records covering any specific period of
      time.  The Company agrees to hold in strict confidence all information
      received and all information learned in the course of any audit or
      inspection, except to the extent necessary to enforce its rights under
      this Agreement or if disclosure is required by law, regulation or
      judicial order.
    

    
      (d)  The Company shall pay for such audits, as well as its own expenses
      associated with enforcing its rights with respect to any payments
      hereunder, except that in the event there is any upward adjustment in
      aggregate amounts payable for any year shown by such audit of more than
      [*] percent ([*]%) of the amount paid, Novartis shall pay for such audit
      (as well as promptly paying to the Company the amount of any such
      adjustment).
    

    
      Article IV

Intellectual Property TRANSFER
    

    
      4.1  Transfer of Company Intellectual Property.  On the
      Effective Date, the Company shall deliver to Novartis patent assignments
      with respect to the Acquired Patents, in the form attached hereto as
      Exhibit B, and any other good and sufficient instruments of transfer,
      conveyance and assignment reasonably acceptable to Novartis, to effect a
      conveyance of the Company Intellectual Property to Novartis and to vest
      in Novartis good and marketable title to the Company Intellectual
      Property, free and clear of all Liens.
    

    
      
        

        

      

      
        
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      Article V  

REPRESENTATIONS AND WARRANTIES
    

    
      5.1  Representations and Warranties of the Company.  The
      Company hereby makes the representations and warranties to Novartis as
      set forth in this Article V.  
    

    
      (a)  Due Organization.   The Company is a corporation
      duly organized, validly existing and, where applicable, in good standing
      under the Laws of the jurisdiction of its organization.  The Company has
      all requisite corporate power and authority to own, lease and operate
      all of its properties and assets and to carry on its business as it is
      now being conducted.
    

    
      (b)  Authorization and Validity of Agreement.  The
      Company has all requisite corporate power and authority to enter into
      this Agreement and the documents, certificates and instruments referred
      to herein or delivered pursuant hereto (collectively, the “Transaction
      Documents”) and to consummate the transactions contemplated hereby
      and thereby.  The execution, delivery and performance by the Company of
      this Agreement and the other Transaction Documents and the consummation
      by the Company of the transactions contemplated hereby and thereby have
      been duly and validly authorized by all necessary corporate action and
      no other corporate action or proceeding on the part of the Company is or
      will be necessary.  This Agreement and the other Transaction Documents
      have been duly and validly executed and delivered by the Company and,
      assuming the due authorization, execution and delivery hereof by
      Novartis, constitute legal, valid and binding obligations of the
      Company, enforceable against it in accordance with their terms, except
      as may be limited by bankruptcy, insolvency, reorganization, moratorium
      or other Laws relating to or affecting creditors’ rights generally and
      by general equity principles (whether considered in a proceeding in
      equity or at law).
    

    
      (c)  No Conflict.  The execution and delivery by the
      Company of this Agreement does not, and the execution and delivery by
      the Company of each other Transaction Document will not, and the
      consummation of the transactions contemplated hereby and thereby will
      not, (i)  conflict with or result in a default under or violation of
      (any such conflict, default or violation, a “Violation”)
      any provision of the certificate of incorporation, by-laws or similar
      organizational documents of the Company or any of its Affiliates, (ii)
      result in any Violation of any material contractual obligations
      (including the Chicago License) of the Company or any of its Affiliates,
      or (iii) result in any Violation of any applicable Laws.
    

    
      (d)  Consents.  No material consent, approval,
      authorization, filing, notification or other Permit of any Governmental
      Authority or of, with or from any other Person, is required in
      connection with the execution and delivery of this Agreement or any of
      the other Transaction Documents by the Company or the consummation by
      the Company of the transactions contemplated hereby or thereby.
    

    
      (e)  Title; Sufficiency of the Assets.
    

    
      (i)  The Company has good, valid and marketable title, of record and
      beneficially, to all of the Company Intellectual Property and, subject
      to the terms of the Chicago License, rights under the Chicago License,
      and will transfer and deliver to Novartis legal and valid title to the
      Company Intellectual Property and rights under the Chicago License as
      contemplated by this Agreement, free and clear of all Liens.  Without
      limiting the foregoing, all Liens on Company Intellectual Property and
      the Company's rights under the Chicago License pursuant to the Note
      Security Agreements have been fully released pursuant to that certain
      Second Amendment to Security Agreements effective as of July 31, 2009
      between the Company and the Investors and such release is in full force
      and effect and enforceable against the Investors.  For purposes hereof,
      “Note Security Agreements” means (i) that certain Security Agreement
      dated as of April 14, 2009 between the Company and certain investors
      named therein and (ii) that certain Security Agreement dated as of May
      14, 2009 between the Company and certain investors named therein (such
      investors, collectively with the investors party to the Security
      Agreement dated as of April 14, 2009, the “Investors”).
    

    
      
        

        

      

      
        
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      (ii)  The Company Intellectual Property and the Company’s rights under
      the Chicago License comprise all the Intellectual Property assets owned
      or licensed by the Company and employed or used by the Company in
      connection with the MDSC Program.  The Company Intellectual Property,
      the rights under the Chicago License and the rights of Novartis under
      this Agreement and the other Transaction Documents are sufficient, with
      respect to Intellectual Property assets, for Novartis to use or
      otherwise exploit the MDSC Program immediately following the Effective
      Date in substantially the same manner as currently conducted by the
      Company and its Affiliates.
    

    
       (f)  Legal Proceedings.  Except for the ongoing
      prosecutions with various Governmental Authorities of patent
      applications included within the Company Intellectual Property or
      representing the subject of the rights under the Chicago License, there
      are no, and there have not been any, Proceedings pending or, to the
      knowledge of the Company, threatened in writing against, affecting or
      involving any of the Company Intellectual Property or the Chicago
      License.
    

    
      (g)  Compliance with Laws.
    

    
      (i)  The Company has made on a timely basis all required filings,
      applications and registrations with Governmental Authorities required in
      relation to the Company Intellectual Property , the rights under the
      Chicago License and the MDSC Program (including all authorizations
      required by the regulations of the FDA and all foreign equivalents
      thereof).
    

    
      (ii)  The Company is, and at all times has been, in compliance in all
      material respects with all Laws applicable to the ownership or use of
      the Company Intellectual Property, the rights under the Chicago License
      or the MDSC Program, and the Company has not received any written notice
      alleging facts which, if true, would constitute a failure to comply with
      this subsection (g)(ii).
    

    
      (iii)  The Company has filed with the FDA all material required notices,
      supplemental applications and annual or other reports in connection with
      the use of the Company Intellectual Property, the rights under the
      Chicago License or the MDSC Program.
    

    
      
        

        

      

      
        
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      (h)  Brokers, Finders, etc.  No agent, broker,
      investment banker, financial advisor or other firm or Person is or will
      be entitled to any broker’s or finder’s fee or any other similar
      commission or fee in connection with any of the transactions
      contemplated by this Agreement or the other Transaction Documents.
    

    
      (i)  Intellectual Property.
    

    
      (i)  Except for the ongoing prosecutions with various Governmental
      Authorities of patent applications included within the Company
      Intellectual Property or representing the subject of the rights under
      the Chicago License:  (x) there are no Proceedings before any
      Governmental Authority (including the United States Patent and Trademark
      Office or equivalent authority anywhere in the world) related to any
      Company Intellectual Property or the rights under the Chicago License;
      and (y) no Company Intellectual Property or the rights under the Chicago
      License is the subject of any Proceeding, Order, agreement, or
      stipulation binding on the Company or any of its Affiliates restricting
      in any material respect the use, transfer, or licensing thereof by the
      Company or its Affiliates, or which could reasonably be expected to
      adversely affect the validity, use or enforceability of Company
      Intellectual Property.  
    

    
      (ii)  With respect to each item of Company Intellectual Property,
      necessary registration, maintenance, annuities and renewal fees in
      connection with such Company Intellectual Property have been made and
      all necessary documents and certificates in connection with such Company
      Intellectual Property have been filed with the relevant patent
      authorities in the United States and other countries of the world for
      the purposes of maintaining such Company Intellectual Property.
    

    
      (iii)  The Company owns and has good and exclusive title to, in each
      case free and clear of any Liens, all Company Intellectual Property and
      the rights under the Chicago License.
    

    
      (iv)  Neither the Company nor any of its Affiliates has transferred
      ownership of, or granted any license with respect to any Company
      Intellectual Property or the rights under the Chicago License to any
      Third Party or any Affiliate of Company.
    

    
      (v)  To the knowledge of the Company:  (i) no person has infringed or
      misappropriated or is infringing or misappropriating any Company
      Intellectual Property or the rights under the Chicago License; and (ii)
      excepting herefrom any Intellectual Property referenced in the files
      before the applicable Governmental Authorities for the various patent
      applications included within the Company Intellectual Property or
      representing the subject of the rights under the Chicago License or any
      validity, infringement or freedom-to-operate opinions provided to
      Novartis by the Company, neither the Company nor any of its Affiliates
      has infringed or misappropriated or is infringing or misappropriating,
      in connection with the use, exploitation or license of the Company
      Intellectual Property or the rights under the Chicago License for the
      MDSC Program, the Intellectual Property of any Person.
    

    
      (vi)  All employees, officers, contractors and consultants of the
      Company and its Affiliates have executed agreements requiring assignment
      to the Company or its Affiliates, as the case may be, of all inventions
      relating to the Company Intellectual Property, the rights under the
      Chicago License or the MDSC Program made during the course of and as a
      result of their association with it and obligating the individual to
      maintain as confidential the confidential information of the Company or
      its Affiliates, as the case may be, relating to the Company Intellectual
      Property, the rights under the Chicago License or the MDSC Program.
    

    
      
        

        

      

      
        
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      (vii)  To the knowledge of the Company, and except as set forth in the
      files before the applicable Governmental Authorities for the various
      patent applications included within the Company Intellectual Property or
      representing the subject of the rights under the Chicago License or any
      validity, infringement or freedom-to-operate opinions provided to
      Novartis by the Company: (x) the Company Intellectual Property and the
      rights under the Chicago License are valid and enforceable; and (y)
      there are no matters which could reasonably be expected to affect the
      validity of the Company Intellectual Property or the rights under the
      Chicago License.
    

    
      (viii)  The Company has provided Novartis with a copy of all validity,
      infringement or freedom-to-operate opinions that are or were prepared by
      or on behalf of the Company or its Affiliates pertaining to Company
      Intellectual Property, the rights under the Chicago License or the MDSC
      Program.
    

    
      (j)  Chicago License.  The Chicago License is valid and
      in full force and effect.  The Company has complied in all material
      respects with its obligations required to be complied with by it to date
      under the Chicago License and it is not (with or without the lapse of
      time or the giving of notice, or both) in breach or default in any
      respect thereunder and, to the Company’s knowledge, no other party to
      the Chicago License is (with or without the lapse of time or the giving
      of notice, or both) in breach or default in any respect
      thereunder.  Following the Effective Date, Novartis will be permitted to
      exercise all rights of the LICENSEE under the Chicago License.  The
      Company has delivered to Novartis a complete and correct copy of the
      Chicago License, together with all modifications and amendments thereto,
      which is attached as Exhibit A.
    

    
      (k)  Solvency.  The Company is not now insolvent and
      will not be rendered insolvent by consummating the transactions
      contemplated by this Agreement and the other Transaction Documents.  As
      used in this section, “insolvent” means that the sum of the debts and
      other probable Liabilities of the Company exceeds the present fair
      saleable value of the Company’s assets.  Immediately after giving effect
      to the transactions contemplated by this Agreement and the Transaction
      Documents:  (i) the Company will be able to pay its Liabilities as they
      become due in the usual course of its business; (ii) the Company will
      not have unreasonably small capital with which to conduct its present or
      proposed business; (iii) the Company will have assets (calculated at
      fair market value) that exceed its Liabilities; and (iv) taking into
      account all pending and threatened litigation, final judgments against
      the Company in actions for money damages are not reasonably anticipated
      to be rendered at a time when, or in amounts such that, the Company will
      be unable to satisfy any such judgments promptly in accordance with
      their terms (taking into account the maximum probable amount of such
      judgments in any such actions and the earliest reasonable time at which
      such judgments might be rendered) as well as all other obligations of
      the Company.  The cash available to the Company, after taking into
      account all other anticipated uses of the cash, will be sufficient to
      pay all such debts and judgments promptly in accordance with their terms.
    

    
      
        

        

      

      
        
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      (l)  Regulatory Status.  The Company has not received
      any written notice that any filing with any Governmental Authority in
      relation to the Company Intellectual Property is not currently in good
      standing.  The Company has filed with the FDA all required notices,
      supplemental applications and annual or other reports, relating to the
      Company Intellectual Property.  The Company has delivered to Novartis
      copies of all material (i) reports of inspection observations, (ii)
      establishment inspection reports, and (iii) warning letters, as well as
      any other material documents received by the Company from the FDA or any
      other Governmental Authority relating to the Company Intellectual
      Property or MDSC Program that assert ongoing material lack of compliance
      with any Laws (including regulations promulgated by the FDA and any
      other Governmental Authority) by the Company.
    

    
      5.2  Representations and Warranties of Novartis.  Novartis
      hereby makes the representations and warranties to Company as set forth
      in this Article V.
    

    
      (a)  Due Organization.  Novartis is a corporation duly
      incorporated or otherwise organized, validly existing and in good
      standing under the Laws of its jurisdiction of incorporation or
      organization.
    

    
       (b)  Authorization and Validity of Agreement.  Novartis
      has all requisite corporate power and authority to enter into this
      Agreement and the other Transaction Documents and to consummate the
      transactions contemplated hereby and thereby.  The execution, delivery
      and performance by Novartis of this Agreement and the other Transaction
      Documents and the consummation by Novartis of the transactions
      contemplated hereby and thereby have been duly and validly authorized by
      all necessary corporate action of Novartis and no other corporate action
      or proceeding on the part of Novartis is or will be necessary for the
      execution, delivery and performance by Novartis of this Agreement or the
      other Transaction Documents and the consummation by Novartis of the
      transactions contemplated hereby or thereby.  This Agreement and the
      other Transaction Documents have been duly and validly executed and
      delivered by Novartis and, assuming the due authorization, execution and
      delivery hereof by the Company, constitute legal, valid and binding
      obligations of Novartis, enforceable against Novartis in accordance with
      its terms, except as may be limited by bankruptcy, insolvency,
      reorganization, moratorium or other Laws relating to or affecting
      creditors’ rights generally and by general equity principles (whether
      considered in a proceeding in equity or at law).
    

    
      (c)  No Conflict.  The execution and delivery by
      Novartis of this Agreement or any of the other Transaction Documents
      does not, and the consummation of the transactions contemplated hereby
      and thereby will not, (i) result in any Violation of any provision of
      the articles or certificate of incorporation, by-laws or similar
      organizational documents of Novartis or any of its Affiliates, (ii)
      result in any Violation of any material contractual obligations of
      Novartis or any of its Affiliates or (iii) result in any Violation of
      any applicable Laws.
    

    
      (d)  Consents.  No material consent, approval,
      authorization, filing, notification or other Permit of any Governmental
      Authority or of, with or from any other Person, is required in
      connection with the execution and delivery of this Agreement or any of
      the other Transaction Documents by Novartis or the consummation by
      Novartis of the transactions contemplated hereby or thereby.
    

    
      
        

        

      

      
        
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      (e)  Brokers, Finders, etc.  None of Novartis nor any
      of its Affiliates has employed any agent, broker, investment banker,
      financial advisor or other firm or Person in connection with the
      transactions contemplated by this Agreement, who is entitled to a fee or
      commission in connection with such transactions.
    

    
      Article VI

COVENANTS
    

    
      6.1  Technology Transfer.
    

    
      (a)  The Company shall perform the activities set forth in the
      technology transfer plan attached hereto as Exhibit C (the “Technology
      Transfer Plan”) in a diligent, efficient and timely manner.  The
      Company shall, for the relevant periods contemplated by the Technology
      Transfer Plan (but not extending beyond the first (1st) anniversary of
      the Effective Date), appoint two (2) FTEs who have sufficient expertise
      and knowledge with the Company Intellectual Property, the rights under
      the Chicago License and the MDSC Program to perform the activities
      required of the Company as set forth in the Technology Transfer
      Plan.  In addition, all Intellectual Property generated by said FTEs
      with respect to and while carrying out the Technology Transfer Plan
      shall be the sole property of Novartis.
    

    
      (b)  The Company shall at all times bear all of the costs of its FTEs
      involved in the technology transfer activities contemplated in the
      Technology Transfer Plan.
    

    
      (c)  The parties anticipate that all of the technology transfer
      activities set forth in the Technology Transfer Plan, including both the
      activities relating to the transfer of Know-How and other information to
      Novartis or its designated Affiliate and the training activities, shall
      be completed within one (1) year after the Effective Date.  Upon
      successful transfer to Novartis of all of the materials set forth on
      Schedule 2.1(a)(ii) (the “Transfer Date”), Novartis shall
      pay to the Company Five Hundred Thousand Dollars ($500,000).  Provided
      that the criteria for the preceding payment have been met, Novartis
      shall pay to the Company another Five Hundred Thousand Dollars
      ($500,000) upon the earlier of the following: (i) such time as the
      training and qualification experiment milestones set forth in Stage 1,
      Phase 2 of the Technology Transfer Plan have been met; or (ii) six (6)
      months after the Transfer Date so long as the accomplishment of the
      training and qualification experiment milestones referenced above have
      not been materially impeded by the Company during such six (6) month
      period.  Novartis shall pay each such amount no later than thirty (30)
      days after receipt of an Invoice for such amount which shall be issued
      by the Company no earlier than the completion of the event or time frame
      set forth above.
    

    
      
        

        

      

      
        
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      CONFIDENTIAL TREATMENT REQUESTED
    

    
      6.2  [*]
    

    
      6.3  Public Announcements.  No party to this Agreement
      shall originate any publicity, news release or other public
      announcement, written or oral, whether relating to this Agreement, the
      terms of this Agreement or the existence of any arrangement between the
      parties, without the prior written consent of the Company (in the case
      of origination by Novartis) or Novartis (in the case of origination by
      the Company), whether named in such publicity, news release or other
      public announcement or not, except where such publicity, news release or
      other public announcement is required by Law; provided, however,
      in such event, the party issuing such publicity, news release or other
      public announcement shall still be required to consult with the Company
      or Novartis, as applicable, whether named in such publicity, news
      release or public announcement or not, a reasonable time but no less
      than 72 hours prior to its release to allow the Company or Novartis, as
      applicable, to comment thereon and, after its release, shall provide the
      other party with a copy thereof.  If any party, based on the advice of
      its counsel, determines that this Agreement, or any of the other
      documents executed in connection herewith, must be filed with the SEC,
      then such party, prior to making any such filing, shall provide the
      Company or Novartis, as applicable, and its counsel with a redacted
      version of this Agreement (or any Transaction Documents or other related
      documents) which it intends to file and will give due consideration to
      any comments provided by the Company or Novartis, as applicable, or its
      counsel and use reasonable efforts to ensure the confidential treatment
      by the SEC of those sections specified by the Company or Novartis, as
      applicable, or its counsel.
    

    
      6.4  Confidentiality.  The Company shall, and shall
      cause its Affiliates to, hold in confidence all proprietary, secret or
      confidential information of Novartis and its Affiliates disclosed to the
      Company and its Affiliates in the course of this Agreement, and,
      following the Effective Date, all information relating to the Company
      Intellectual Property, the rights under the Chicago License and the MDSC
      Program (collectively, “Confidential Information”).  The
      Company shall not disclose or use such Confidential Information, except
      to the extent such Confidential Information (a) is (at the time of
      disclosure) or becomes (after the time of disclosure) known to the
      public or part of the public domain through no breach of this Agreement
      by the Company or its Affiliates; (b) was known to, or was otherwise in
      the possession of, the Company or its Affiliates prior to the time of
      disclosure by Novartis or any of its Affiliates; (c) is disclosed to the
      Company or an Affiliate on a non-confidential basis by a Third Party who
      is entitled to disclose it without breaching any confidentiality
      obligation to Novartis or any of its Affiliates; or (d) is independently
      developed by or on behalf of the Company or its Affiliates, as evidenced
      by its written records, without reference to the Confidential
      Information disclosed by Novartis or its Affiliates under this
      Agreement.  In the event the Company or its Affiliates is required to
      disclose Confidential Information of Novartis and/or its Affiliates by
      Law or in connection with bona fide legal process, such disclosure shall
      not be a breach of this Agreement; provided, that the Company (i)
      informs Novartis as soon as reasonably practicable of the required
      disclosure; (ii) limits the disclosure to the required purpose; and
      (iii) at Novartis’ request and expense, assists in good faith in an
      attempt to object to or limit the required disclosure.
    

    
      
        

        

      

      
        
          19
        

        
          


        

      

      
        

        

      

    

    
      CONFIDENTIAL TREATMENT REQUESTED
    

    
      6.5  Non-Competition.
    

    
      (a)  For a period of [*] after the Effective Date, neither the Company
      nor any of its Affiliates shall, anywhere in the world, directly or
      indirectly, research, develop, manufacture or commercialize any product
      using or derived from MDSCs (or license or collaborate with a Third
      Party or an Affiliate of the Company to do any of the foregoing), provided
      that (i) if the Company is acquired by or merges with a Third Party, and
      such Third Party (or its affiliates prior to such acquisition or merger)
      has a bona-fide MDSC program prior to the date of execution of the
      definitive agreement for such acquisition or merger, such Third Party
      (and its affiliates other than the Company and any of its Affiliates
      existing prior to such acquisition or merger) shall not be bound by this
      Section 6.5(a), and (ii) if the Company is acquired by or merges with a
      Third Party more than [*] after the Effective Date, such Third Party
      (and its affiliates other than the Company and any of its Affiliates
      existing prior to such acquisition or merger) shall not be bound by this
      Section 6.5(a).  Notwithstanding the foregoing, the Company and its
      Affiliates (existing prior to such acquisition or merger) shall not
      disclose any of their Know-How related to the MDSC Program which is not
      otherwise excepted from Section 6.4 pursuant to Section 6.4(a), (c) or
      (d) to such Third Party or its affiliates and such Third Party and its
      affiliates shall be barred from using such Know-How which is not
      otherwise excepted from Section 6.4 pursuant to Section 6.4(a), (c) or
      (d) (including such clauses as applied to such Third Party and its
      affiliates as though they were, for purposes of such clauses, the
      Company and its Affiliates) in their MDSC program.
    

    
      (b)  If any court or other Governmental Authority determines that the
      scope or terms of Section 6.5(a), or any part thereof, is unenforceable
      because of the duration of such provision or the area covered thereby,
      such court or other Governmental Authority shall have the power to
      reduce the duration or area of such provision and, in its reduced form,
      such provision shall then be enforceable and binding on the Company.
    

    
      6.6  Availability of Records.  Subject to Section 6.4,
      after the Effective Date, the Company, on the one hand, and Novartis, on
      the other hand, shall make available to each other party and its
      Affiliates and Representatives during normal business hours when
      reasonably requested, all information, records and documents related to
      the Company Intellectual Property, rights under the Chicago License or
      MDSC Program in its possession and shall (to the extent not transferred
      to the other party) preserve all such information, records and documents
      until the later of:  (i) six (6) years after the Effective Date; or (ii)
      the required retention period under any applicable Laws for all such
      information, records or documents.  Novartis and the Company shall also
      make available to each other during normal business hours, when
      reasonably requested, personnel responsible for preparing or maintaining
      information, records and documents, in connection with Regulatory
      Filings, litigation or potential litigation, each as it relates to the
      Company Intellectual Property, rights under the Chicago License or MDSC
      Program prior to the Effective Date (with respect to the Company) or
      from and after the Effective Date (with respect to Novartis).
    

    
      6.7  Prosecution of Patent Applications.  Novartis
      shall exercise commercially reasonable efforts (i) to obtain (or to
      cause to be obtained) the broadest patent protection reasonably
      available from each patent application within the Acquired Patents on or
      before the date that is [*] following the respective filing date for
      such application; and (ii) maintain in force the patents and patent
      applications of the Acquired Patents.  For purposes of this Section
      6.7, any assessment of whether or not pursuit and maintenance of
      patent protection is commercially reasonable shall exclude any
      consideration of whether any other Intellectual Property is available to
      Novartis.
    

    
      
        

        

      

      
        
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      CONFIDENTIAL TREATMENT REQUESTED
    

    
      6.8  Transferees.  Without limiting the provisions of
      Section 8.7, Novartis shall not transfer any Company Intellectual
      Property or any rights under the Chicago License without causing any
      transferee to assume (and any successor to any Company Intellectual
      Property or any rights under the Chicago License shall take subject to)
      the obligations of Novartis under this Agreement (as though any such
      party were Novartis), including without limitation the obligation to
      cause any successive transferee(s) (or successor(s)) to be subject to
      this Section 6.8.
    

    
      Article VII 

INDEMNIFICATION
    

    
      7.1  Indemnification by the Company.  (a) From and
      after the Effective Date, the Company shall indemnify Novartis and its
      Affiliates and each of their respective officers, directors, employees,
      stockholders, agents and representatives against, and hold them harmless
      from and against, any and all Losses, as incurred (payable promptly upon
      written request), arising from, in connection with or otherwise with
      respect to:
    

    
      (i)  any breach of any representation or warranty of the Company
      contained in this Agreement or in any document delivered in connection
      herewith;
    

    
      (ii)  the failure by the Company to perform any covenant, agreement,
      obligation or undertaking contained in this Agreement or in any document
      delivered in connection herewith;
    

    
      (iii)  all Retained Liabilities; and
    

    
      (iv)  the failure to comply with statutory provisions relating to bulk
      sales and transfers, if applicable, with respect to the transactions
      contemplated by this Agreement.
    

    
      (b)  Indemnification by Novartis.  From and after the
      Effective Date, Novartis shall indemnify the Company and its Affiliates
      and each of their respective officers, directors, employees,
      stockholders, agents and representatives against, and hold them harmless
      from and against, any and all Losses, as incurred (payable promptly upon
      written request), arising from, in connection with or otherwise with
      respect to:  any breach of any representation or warranty of Novartis
      contained in this Agreement or in any document delivered in connection
      herewith;
    

    
      (ii)  the failure by Novartis to perform any covenant, agreement,
      obligation or undertaking contained in this Agreement or in any document
      delivered in connection herewith;
    

    
      
        

        

      

      
        
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      (iii)  the Assumed Liabilities; and
    

    
      (iv)  any claim or other Liability relating to, or any adverse event
      arising in connection with,  the development, manufacture, use, sale,
      licensing or other disposition of any Product or Method (whether such
      claim is based on contract, tort, negligence, strict liability or any
      other theory of liability), by Novartis, an Affiliate of Novartis, or
      their licensees or sublicensees.
    

    
      7.2  Indemnification Procedure.  
    

    
      (a)  A party seeking indemnification hereunder (the “Indemnified
      Party”) shall notify the other party (the “Indemnifying
      Party”) in writing (each, an “Indemnification Claim
      Notice”) reasonably promptly after the assertion against the
      Indemnified Party of any claim or fact in respect of which the
      Indemnified Party intends to base a claim for indemnification hereunder
      (“Claim”), but the failure or delay to so notify the
      Indemnifying Party shall not relieve the Indemnifying Party of any
      obligation or liability that it may have to the Indemnified Party,
      except to the extent that the Indemnifying Party demonstrates that its
      ability to defend or resolve such Claim is adversely affected
      thereby.  The Indemnification Claim Notice shall contain a description
      of the Claim and the nature and amount of the Claim (to the extent that
      the nature and amount of such Claim is known at such time).  Upon the
      request of the Indemnifying Party, the Indemnified Party shall furnish
      promptly to the Indemnifying Party copies of all correspondence,
      communications and official documents (including court documents)
      received or sent in respect of such Claim.
    

    
      (b)  Subject to the provisions of subsections (c) and (d) below, the
      Indemnifying Party shall have the right, upon written notice given to
      the Indemnified Party within thirty (30) days after receipt of the
      Indemnification Claim Notice to assume the defense and handling of such
      Claim, at the Indemnifying Party’s sole expense, in which case the
      provisions of subsection (c) below shall govern.  The assumption of the
      defense of a Claim by the Indemnifying Party shall not be construed as
      acknowledgement that the Indemnifying Party is liable to indemnify any
      indemnitee in respect of the Claim, nor shall it constitute a waiver by
      the Indemnifying Party of any defenses it may assert against any
      Indemnified Party’s claim for indemnification.  In the event that it is
      ultimately decided that the Indemnifying Party is not obligated to
      indemnify or hold an indemnitee harmless from and against the Claim, the
      Indemnified Party shall reimburse the Indemnifying Party for any and all
      reasonable costs and expenses (including reasonable attorneys’ fees and
      costs of suit) and any losses reasonably incurred by the Indemnifying
      Party in its defense of the Claim.  If the Indemnifying Party does not
      give written notice to the Indemnified Party, within thirty (30) days
      after receipt of the Indemnification Claim Notice, of the Indemnifying
      Party’s election to assume the defense and handling of such Claim, the
      provisions of subsection (d) below shall govern.
    

    
      (c)  Upon assumption of the defense of a Claim by the Indemnifying
      Party: (i) the Indemnifying Party shall have the right to and shall
      assume sole control and responsibility for dealing with the Claim; (ii)
      the Indemnifying Party may, at its own cost, appoint as counsel in
      connection with conducting the defense and handling of such Claim any
      law firm or counsel reasonably selected by the Indemnifying Party; (iii)
      the Indemnifying Party shall keep the Indemnified Party informed of the
      status of such Claim; and (iv) the Indemnifying Party shall have the
      right to settle the Claim on any terms the Indemnifying Party chooses;
      provided, however, that it shall not, without the prior written consent
      of the Indemnified Party (which shall not be unreasonably withheld,
      delayed or conditioned), agree to a settlement of any Claim which could
      lead to liability or create any financial or other obligation on the
      part of the Indemnified Party for which the Indemnified Party will not
      be indemnified hereunder or which admits any wrongdoing or
      responsibility for the Claim on behalf of the Indemnified Party.  The
      Indemnified Party shall cooperate with the Indemnifying Party and shall
      be entitled to participate in, but not control, the defense of such
      Claim with its own counsel and at its own expense.  In particular, the
      Indemnified Party shall furnish such records, information and testimony,
      provide witnesses and attend such conferences, discovery proceedings,
      hearings, trials and appeals as may be reasonably requested in
      connection therewith.  Such cooperation shall include access during
      normal business hours by the Indemnifying Party to, and reasonable
      retention by the Indemnified Party of, records and information that are
      reasonably relevant to such Claim, and making the Indemnified Party, its
      indemnitees and its and their employees and agents available on a
      mutually convenient basis to provide additional information and
      explanation of any records or information provided.  
    

    
      
        

        

      

      
        
          22
        

        
          


        

      

      
        

        

      

    

    
      (d)  If the Indemnifying Party does not give written notice to the
      Indemnified Party as set forth in subsection (b) or fails to conduct the
      defense and handling of any Claim in good faith after having assumed
      such, the Indemnified Party may, at the Indemnifying Party’s expense,
      select counsel reasonably acceptable to the Indemnifying Party in
      connection with conducting the defense and handling of such Claim and
      defend or handle such Claim in such manner as it may deem
      appropriate.  In such event, the Indemnified Party shall keep the
      Indemnifying Party timely apprised of the status of such Claim and shall
      not settle such Claim without the prior written consent of the
      Indemnifying Party, which consent shall not be unreasonably withheld,
      delayed or conditioned.  If the Indemnified Party defends or handles
      such Claim, the Indemnifying Party shall cooperate with the Indemnified
      Party, at the Indemnified Party’s request but at no expense to the
      Indemnified Party, and shall be entitled to participate in the defense
      and handling of such Claim with its own counsel and at its own expense.
    

    
      7.3  Special, Indirect and Other Losses.  NEITHER PARTY
      NOR ANY OF ITS AFFILIATES SHALL BE LIABLE IN CONTRACT, TORT, NEGLIGENCE,
      BREACH OF STATUTORY DUTY OR OTHERWISE FOR ANY SPECIAL, INDIRECT,
      INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OR FOR ANY ECONOMIC LOSS
      OR LOSS OF PROFITS SUFFERED BY THE OTHER PARTY, EXCEPT TO THE EXTENT ANY
      SUCH DAMAGES ARE REQUIRED TO BE PAID TO A THIRD PARTY AS PART OF A CLAIM
      FOR WHICH A PARTY PROVIDES INDEMNIFICATION UNDER THIS ARTICLE VII.
    

    
      Article VIII  

MISCELLANEOUS
    

    
      8.1  Notices.  All notices and other communications
      hereunder shall be in writing and shall be deemed duly given (a) on the
      date of delivery if delivered personally, or by telecopy or facsimile,
      upon confirmation of receipt, (b) on the date of confirmed receipt if
      delivered by a recognized next-day courier service or (c) on the date of
      confirmed receipt if delivered by registered or certified mail return
      receipt requested, postage prepaid.  All notices hereunder shall be
      delivered as set forth below, or pursuant to such other instructions as
      may be designated in writing by the party to receive such notice:
    

    
      
        

        

      

      
        
          23
        

        
          


        

      

      
        

        

      

    

    

    

    
    	
          (i)
        	
          if to the Company:
        
	

        	
           
        
	

        	
          Opexa Therapeutics, Inc.
        
	

        	
          2635 N. Crescent Ridge Drive
        
	

        	
          The Woodlands, TX 77381
        
	

        	
          Attention: Chief Financial Officer
        
	

        	
          Facsimile: (281) 872-8585
        
	

        	
           
        
	
          (ii)
        	
          if to Novartis:
        
	

        	
           
        
	

        	
          Novartis Institutes for BioMedical Research, Inc.
        
	

        	
          250 Massachusetts Avenue
        
	

        	
          Cambridge, MA 02139
        
	

        	
          Attention: General Counsel
        
	

        	
          Facsimile: (617) 871-3349
        


    

    

    

    
      8.2  Counterparts; Facsimile Signature.  This Agreement
      may be executed in any number of counterparts, each of which shall be
      considered one and the same agreement and shall become effective when
      all counterparts have been signed by each of the parties and delivered
      to the other party, it being understood that the parties need not sign
      the same counterpart.  Any party may execute this Agreement by facsimile
      or scanned signature, and the other parties will be entitled to rely on
      such facsimile or scanned signature as conclusive evidence that this
      Agreement has been duly executed by such party.
    

    
      8.3  Bulk Sales.  The parties hereto agree to waive
      compliance with the provisions of the Laws of any jurisdiction relating
      to a bulk sale or transfer of assets that may be applicable to the
      transactions contemplated by this Agreement; provided, however,
      that to the extent Novartis is required to make any payments with
      respect to any provisions of the Laws of any jurisdiction relating to a
      bulk sale or transfer of assets that may be applicable to the
      transactions contemplated by this Agreement, the Company shall fully
      indemnify Novartis for such payments pursuant to Section 7.1(a)(iv).
    

    
      8.4  Further Assurances.  From time to time after the
      Effective Date and without further consideration, the parties hereto
      shall, and shall cause their respective Affiliates to, execute,
      acknowledge and deliver such documents and instruments of conveyance,
      assignment, assumption, transfer and delivery and take or cause to be
      taken such other actions as Novartis or the Company, as applicable, may
      reasonably request in order to carry out the purpose and intention of
      this Agreement, including, without limitation, to consummate more
      effectively the purchase, sale, conveyance, assignment, assumption,
      transfer and delivery of the Company Intellectual Property as
      contemplated by this Agreement, to vest in Novartis title to the Company
      Intellectual Property, to assign the Chicago License to Novartis or as
      otherwise appropriate to consummate the transactions contemplated by
      this Agreement.
    

    
      
        

        

      

      
        
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      8.5  Entire Agreement.  This Agreement and the other
      Transaction Documents constitute the entire agreement among the parties
      hereto with respect to the subject matter hereof and terminate and
      supersede all prior agreements and understandings, including the
      Confidentiality Agreement, oral and written, among the parties hereto
      with respect to the subject matter hereof and thereof.
    

    
      8.6  No Third-Party Beneficiaries.  This Agreement
      shall inure to the benefit of and be binding upon the parties hereto and
      their respective successors and assigns.  Except as provided in Article
      7 with respect to the indemnification of various non-parties, nothing in
      this Agreement, expressed or implied, is intended to or shall confer on
      any Person other than the parties hereto or their respective successors
      and assigns, any rights, remedies or Liabilities under or by reason of
      this Agreement.
    

    
      8.7  Assignment.  Neither this Agreement nor any of the
      rights, interests or obligations hereunder shall be assigned by any of
      the parties hereto, in whole or in part (whether by operation of law or
      otherwise), without the prior written consent of the other party (which
      consent shall not be unreasonably withheld, delayed or conditioned), and
      any attempt to make any such assignment without such consent shall be
      null and void; provided, however, that (i) Novartis may
      assign in writing its rights and obligations, in whole or in part, to
      one or more of its Affiliates, and (ii) Novartis may assign in writing
      all of its rights and obligations to a Third Party in connection with a
      sale or assignment of all or substantially all of the assets to which
      this Agreement relates.
    

    
      8.8  Amendment and Modification; Waiver.  This
      Agreement may not be amended, modified or supplemented, except by an
      instrument in writing signed on behalf of each of the parties
      hereto.  The failure of any party to assert a right hereunder or to
      insist upon compliance with any term or condition of this Agreement
      shall not constitute a waiver of that right or excuse a similar
      subsequent failure to perform any such term or condition by the other
      party.  No waiver shall be effective unless it has been given in writing
      and signed by the party giving such waiver.
    

    
      8.9  Enforcement; Jurisdiction.  The parties agree that
      irreparable damage would occur in the event that any of the provisions
      of this Agreement were not performed in accordance with their specific
      terms or were otherwise breached.  It is accordingly agreed that the
      parties shall be entitled to an injunction or injunctions to prevent
      breaches of this Agreement and to enforce specifically the terms and
      provisions of this Agreement in any federal court or state court sitting
      in the State of New York, this being in addition to any other remedy to
      which they are entitled at law or in equity subject to the terms
      hereof.  In addition, each of the parties hereto (a) hereby irrevocably
      agrees that any legal action or proceeding with respect to this
      Agreement or for recognition and enforcement of any judgment in respect
      hereof brought by another party hereto or its successors or assigns may
      be brought and determined in the federal courts located in the State of
      New York, and each party hereto hereby irrevocably submits with regard
      to any such action or proceeding for itself and in respect of its
      property, generally and unconditionally, to the exclusive jurisdiction
      of the aforesaid courts, and (b) irrevocably waives, and agrees not to
      assert, by way of motion, as a defense, counterclaim or otherwise, in
      any action or proceeding with respect to this Agreement, (i) any claim
      that it is not personally subject to the jurisdiction of the above-named
      courts for any reason other than the failure to lawfully serve process,
      (ii) that it or its property is exempt or immune from jurisdiction of
      any such court or from any legal process commenced in such courts
      (whether through service of notice, attachment prior to judgment,
      attachment in aid of execution of judgment, execution of judgment or
      otherwise), and (iii) to the fullest extent permitted by applicable Law,
      that (A) the suit, action or proceeding in any such court is brought in
      an inconvenient forum, (B) the venue of such suit, action or proceeding
      is improper and (C) this Agreement, or the subject matter hereof, may
      not be enforced in or by such courts.
    

    
      
        

        

      

      
        
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      8.10  Waiver of Jury Trial.  EACH OF THE PARTIES TO
      THIS AGREEMENT HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT
      PERMITTED BY LAW, ALL RIGHTS TO A TRIAL BY JURY IN ANY ACTION,
      PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR
      OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OF THE
      TRANSACTIONS CONTEMPLATED HEREBY.
    

    
      8.11  Costs and Expenses.  Regardless of whether the
      transactions contemplated by this Agreement are consummated and except
      as otherwise expressly provided in this Agreement, the Company, on the
      one hand, and Novartis, on the other hand, shall each bear their own
      costs and expenses (including, without limitation, attorneys’ fees and
      costs) incurred in connection with this Agreement and the transactions
      contemplated by this Agreement.
    

    
      8.12  Mutual Drafting.  The parties hereto have been
      represented by counsel who have carefully negotiated the provisions
      hereof.  As a consequence, the parties do not intend that the
      presumptions of any Laws or rules relating to the interpretation of
      contracts against the drafter of any particular clause should be applied
      to this Agreement and therefore waive their effects.  The provisions of
      this Agreement shall be interpreted in a reasonable manner to effect the
      intent of the parties.
    

    
      8.13  Governing Law.  This Agreement shall be governed
      by, and construed and interpreted in accordance with, the laws of the
      State of New York, without giving effect to the principles of conflict
      of laws thereof.
    

    
      8.14  Severability.  Any term or provision of this
      Agreement which is invalid or unenforceable in any jurisdiction shall,
      as to that jurisdiction, be ineffective to the extent of such invalidity
      or unenforceability and shall not render invalid or unenforceable the
      remaining terms and provisions of this Agreement or affect the validity
      or enforceability of any of the terms or provisions of this Agreement in
      any other jurisdiction.  If any provision of this Agreement is so broad
      as to be unenforceable, the provision shall be interpreted to be only so
      broad as is enforceable.
    

    
      8.15  Corporate Citizenship.  Novartis gives preference
      to Third Parties who share Novartis’ societal and environmental values,
      as set forth in the Novartis Policy on Corporate Citizenship and
      Novartis Corporate Citizenship Guideline #5, both of which are attached
      as Exhibit E and incorporated herein by reference.  Accordingly, Company
      represents and warrants that this Agreement will be performed in
      material compliance with all applicable Laws and regulations, including,
      without limitation, Laws and regulations relating to health, safety and
      the environment, fair labor practices and unlawful discrimination.
    

    
      
        

        

      

      
        
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      8.17      Privacy Notice.  This
      Agreement contains information such as name, signature and contact
      information (the “Personal Information”) that identifies or
      describes one or more individuals.  This Agreement, and the Personal
      Information contained herein, from time to time may be transferred to,
      stored or otherwise processed in the United States or other countries
      that have privacy and data protection Laws that differ from, or are not
      as stringent as, those where the Agreement was executed or where the
      individual(s) resides.  The Personal Information disclosed in this
      Agreement will be used for the purposes of administration and
      enforcement of this Agreement and/or other actual or potential legal and
      business transactions involving the parties.  Storage or processing of
      Personal Information disclosed in this Agreement may be electronic
      and/or off line.  Execution and delivery of this Agreement constitutes
      the representation by each party that if required by the privacy Laws
      applicable to such individuals, the individuals identified herein by
      such party have been notified of and have consented to, the transfer,
      storage, and processing of such Personal Information, as described in
      this Section.

    

    
      

      

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      IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
      executed and delivered as of the date first above written.
    

    
    	
          
            OPEXA THERAPEUTICS, INC.
          

        
	

        	

        	

        	
           
        
	

        	

        	

        	
           
        
	
          
            By:
          

        	
           
        	
          
            /s/ Neil K. Warma
          

        	

        
	

        	
          
            Name:
          

        	
          
            Neil K. Warma
          

        	

        
	

        	
          
            Title:
          

        	
          
            President and CEO
          

        	

        
	

        	

        	

        	
           
        
	

        	

        	

        	
           
        
	
          
            NOVARTIS INSTITUTES FOR BIOMEDICAL RESEARCH, INC.
          

        
	

        	

        	

        	
           
        
	

        	

        	

        	
           
        
	
          
            By:
          

        	
           
        	
          
            /s/ Mark C. Fishman, M.D.
          

        	

        
	

        	
          
            Name:
          

        	
          
            Mark C. Fishman, M.D.
          

        	

        
	

        	
          
            Title:
          

        	
          
            President and CEO
          

        	

        


    

    
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