**Exhibit 10.30**

 

 

**SUPPLY AGREEMENT**

 

**BETWEEN**

 

POLYPLUS-TRANSFECTION SA, a company organizedunder the laws of France (“Polyplus”), having its place of business at Bioparc,Boulevard Sébastien Brant, 67401 Illkirch (France) hereinafter referred to as “SELLER” or “Seller”

 

**AND**

 

SENESCO TECHNOLOGIES, Inc. a Delawarecorporation, having its registered office at 303 George Street, Suite 420,New Brunswick, NJ 08901, USA, hereinafter referred to as “BUYER” or “Buyer”(each being referred to individually as a Party and collectively as theParties)

 

**WHEREAS**

 

Polyplus is a biotechnology company dedicatedto the development, manufacturing and marketing of transfection reagents. Thesechemical agents make it possiblefor DNA, interfering ribonucleic acids (siRNA) or proteins to enter into cells.

 

In particular, the firm is owner and licensedof intellectual property rights related to transfection reagents includingPolyethylenimine (PEI).

 

Polyplus has also developed methods formanufacturing PEI and derivatives. The process is derived from know-how arisingout of POLYPLUS’ research.

 

*in vivo*-jetPEI*TM,*which is a Polyplus product, is manufactured by a Polyplussubcontractor in its capacity asa GMP maker (hereinafter: “Product Maker”) acting under Polyplus’s instructionsand is marketed by Polyplus. *in**vivo*-jetPEITM can be used for research or preclinical phases,as well as for clinical trials.

 

BUYER is interested in using *in**vivo*-jetPEITMfor human clinical trials and is desirous to be regularly supplied with *in vivo-*jetPEI*TM.*

 

Given the very high distinctiveness of thisproduct, the Parties agree on the establishing of a long-lasting contractualrelationship to make easier the regularity and the quality of the supply ofthis product.

 

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**NOW, THEREFORE, IT HAS BEEN AGREED AS FOLLOWS**

 

ARTICLE 1: DEFINITIONS

 

For the purposes of this Agreement, thefollowing terms used herein with an initial capital letter shall have thefollowing respecting meanings, and shall be applicable both to the singular andplural forms:

 

1.1                           “Affiliate” shallmean, as applied to a Party, any corporation or other business entity, which controls, iscontrolled by or is under common control with such Party. For the purposes of this definition,the term “control”shall mean direct or indirect ownership of fifty percent (50%) or more of the securitiesor other ownership interests representing the equity, voting stock, general partnershipor membership interest of such entity, or the power to direct or cause thedirection of the management and policies of an entity (other than a naturalperson), whether through the majority ownership of voting capital stock, bycontract or otherwise

 

1.2                           “Business days” thepart of a day from 9 am to 5 pm Monday through Friday, except for French or USstate holidays

 

1.3                           “Clinical Trials”shall mean any investigation in human subjects intended to discover or verify the clinical,pharmacokinetic (study of the processes of bodily absorption,distribution, metabolism, and excretion of compounds and medicines), and/orother pharmacodynamic (study of interactions between drugs and livingstructures) effects of (an) investigational drug(s), and/or to identify anyadverse reactions to (an) investigational drug(s), with the object of ascertainingits(their) safety and/or efficacy.

 

For the sake of clarity, it is hereby stated that,according to international standards, clinical trials are usually broken downinto the following three steps:

 

· Phase I studies,corresponding to the first time the drug is tested in (a limited number of) humans, andwhich are primarily concerned with the drug’s safety, with the purpose ofdetermining how the experimental drug is absorbed, metabolized, and excreted inhumans. Additionally, these studies seek to determine what types of sideeffects occur as the dosage of the drug is increased. Any beneficial effects of the drug are alsonoted.

 

· Phase II studies,generally conducted on a random and blinded basis on several hundred patients,and whose aim is (i) to test the experimental drug in the patients thathave the disease or condition that the drug is expected to improve/cure, (ii) toevaluate the effectiveness of the drug, and (iii) to determine the correctdosage, that is, the most effective dosage with the least number of side effects (dose-ranging studies). Ingeneral, the purpose of Phase II studies is to provide the sponsor

 

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and the competent regulatory agency with comparative information aboutthe relative safety of the experimental drug, the proper dosage needed to treatthe condition, and the drug’s effectiveness.

 

·Phase III studies, where the experimental drug is tested in several hundred toseveral thousand patients with the disease/condition of interest, with thislarge-scale testing seeking to provide the sponsor as well as the competentregulatory agency with a more thorough understanding of the drug’seffectiveness, benefits/risks, and range/severity of possible adverse sideeffects.

 

1.4                           “ConfidentialInformation” shall mean any technical or business information furnished by oneParty (the “Disclosing Party”) to the other Party (the “Receiving Party”) inconnection with this Agreement, regardless of whether such information isspecifically designated as confidential and regardless of whether suchinformation is in written, oral, electronic or other form. Such ConfidentialInformation may include, without limitation, the trade secrets, know-how,inventions, formulations, compositions, synthesis operating procedures,protocols, technical data or specifications, testing methods, business orfinancial information, research and development activities, product andmarketing plans, and customer and supplier information. The ConfidentialInformation shall not include applicable information which the Receiving Partycan demonstrate:

 

·was in the public domain prior to the time of its disclosure under thisAgreement;

 

· entered the publicdomain after the time of its disclosure under this Agreement through meansother than an unauthorized disclosure resulting from an act or omission by theReceiving Party;

 

· was independentlydeveloped or discovered by the Receiving Party prior to the time of itsdisclosure under this Agreement, as demonstrated by contemporaneous writtenevidence;

 

· is or wasdisclosed to the Receiving Party at any time, whether prior to or after thetime of its disclosure under this Agreement, by a third party having nofiduciary relationship with the Disclosing Party and having no obligation ofconfidentiality with respect to such Confidential Information or;

 

· is required to bedisclosed so as to comply with applicable laws or regulations, or with a courtor administrative order, provided that the Disclosing Party receives, to theextent practicable, prior written notice of such disclosure and the opportunityto assess the need to disclose and/or limit the scope of disclosure, and thatthe Receiving Party takes all reasonable and lawful actions to obtainconfidential treatment for such disclosure and, if possible, to minimize theextent of such disclosure.

 

Confidential Information shall not be deemed to be in the public domainmerely because it is embraced by more general information in the public domain,or merely because individual items of Confidential Information are in thepublic domain, without a notice or suggestion associated with such individualitems to be combined in the manner suggested by the Disclosing Party.

 

1.5                           “Field”shall mean research applications, in particular, the *in-vivo*use in clinical trials, for phasesI, II and III of those Clinical Trials.

 

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1.6                           “Product”shall mean the in vivo-jetPEITM GMP, manufactured by or on behalf of Seller, accordingto the applicable Specifications, or any product whose function is accuratelyequivalent, provided such product received the prior written approval of theBuyer.

 

1.7                           “Specifications”shall mean the applicable specifications as defined in quotations made by Sellerin view of orders from the Buyer.

 

ARTICLE 2: SUBJECT MATTER OF THE CONTRACT

 

2.1                           Subjectto the terms and conditions of this agreement, Buyer agrees to purchase fromSeller exclusively the Products needed for use in the Field and Seller agreesto supply Buyer with its requirements of the Product as detailed in quotationswhich will be made between the Parties from time to time.

 

Seller agrees to supply Buyer with the Product in compliance with theSpecifications and amounts as detailed in the quotations which will be madebetween the Parties from time to time.

 

2.2                           TheProduct will be supplied as Drug Substance under lyophilised form. The fillingstep is not included in the present agreement.

 

2.3                           Duringthe initial term of this agreement according to subparagraph 9.1 below, andafter successful supply by Seller of a first batch of Products meetingSpecifications, Buyer shall purchase all its requirements for such Productwithin the Field from Seller and undertakes not to purchase any product whosestructure and formula will be identical to the one of the Product with anythird parties.

 

ARTICLE 3: FORECASTS AND ORDERS

 

3.1                           General: The Product will be produced by Seller or on behalf of Seller,on order from the Buyer and will be delivered for each batch of Product withinthe time required for correct production.

 

3.2                           Forecasts: In order to ensure proper application of § 3.1 hereinabove,Buyer shall provide Seller with written forecasts of its requirements ofProduct for use in the Field regarding Phase I of Clinical Trials, broken downby quarter for the ensuing 12 (twelve) months. Such forecasts shall be updatedevery quarter. Buyer shall provide Seller with written forecasts of its Productrequirements for use in the Field under Phase II and Phase III of the ClinicalTrials 8 months before the beginning 

 

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of each of that new phases, including in case of overlapping orcoupling of one phase with another (“Fast Track”).

 

3.3                           Orders: Buyer shall place its firm orders at least 6 (six) monthsbefore the requested delivery date. Buyer shall place firm orders for thequantity most recently estimated for the Clinical Trial, it being specifiedthat such estimate must be based on a document prepared using objectivecriteria for the purpose of conducting said Clinical Trials. The Parties shallagree from time to time on the information to be included in the order form.

 

3.4                           Acceptance of orders: Subject to the producing capacity ofthe Product Maker, Seller shall fill Buyer’s orders for Product for use in theField to the extent they do not exceed Buyer’s forecast for such ClinicalTrial. Seller shall use its reasonable efforts to fill any portion of the ordersexceeding the forecast to the extent they do not exceed one hundred twentypercent (120%) of this forecast . Notwithstanding the reservations expressed inthe foregoing, Seller shall have a period of ten Business days in which toconfirm its acceptance of each order.

 

ARTICLE 4: QUALITY

 

4.1                           Sellerwarrants that all Product sold to Buyer hereunder shall be produced inaccordance with the latest revision of the EC Guide to Good ManufacturingPractices, shall be of good and merchantable quality and comply with theapplicable Specifications. It is understood that, even if a batch of Productmeets all Specifications at the time of delivery, its stability will beaffected by the passing of time. The expiration date will be determined afterthe complete stability study performed on the first batch of Product. Moreover,the stability of the Product is much shorter when the Product is mixed toconstitute a compound. Buyer shall be completely responsible for storage andpreserving conditions of the Product after delivery. Likewise, (i) Buyershall remain responsible for storage conditions of the Product employed byinvestigators, inspectors, clinical research coordinators and other personsinvolved in clinical studies, and undertakes to inform them about Product featuresand requirements as to storage and preservation, and (ii) Seller does notwarrant the stability of the Product after delivery.

 

4.2                           Promptlyafter receipt of any shipment of Product, Buyer shall verify the quantity and visuallyinspect the quality of the Product. No claim for visible defective quality orshortage in quantity of any individual shipment of Product shall be validunless made in writing within ten (10) Business days from the date ofdelivery of Product, together with certificates of analysis, except in theevent of latent defects, in which case such claims shall be made within ten (10) Businessdays from discovery of such defect. Such written notice shall substantiate thenon-conformity to Specifications.

 

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4.3                           Seller shall promptly make up any shortfalland/or replace all Product non-conforming to the Specifications, at noadditional cost to Buyer, as stated below.

 

4.4                           If a dispute arises concerning conformity ofthe Product to Specifications or requirements as agreed to by the Parties, inwhole or in part, such dispute shall be referred to a reputable independenttesting organization recognized by the pharmaceutical industry, mutually agreedby the Parties. The fees and expenses of such organization shall be borne bythe losing Party. The settlement of such dispute shall be limited to the lossor damage arising directly from the non-conformity of the Product withoutprejudice to any additional remedies that may be perused by the Parties.

 

ARTICLE 5: DELIVERY

 

5.1                           Seller shall deliver or have delivered byProduct Marker the Product to filling facilities as indicated by Buyer. TheProduct shall be packaged in keeping with the nature of the Product in order tomaintain its qualities. Risk for the Product shall pass to Buyer at the time ofdelivery.

 

5.2                           Seller shall provide certificates of analysisfor the Product for each delivery at the time of such delivery.

 

ARTICLE 6: PRICE AND PAYMENT CONDITIONS

 

6.1                           Prices: The prices for theProduct delivered in batches depend on the quantities ordered by Buyer andshall be set forth in each quotation. The prices are exclusive of any taxes andduties, such as sales, export, import, value-added tax, excise duty, whichshall be added as applicable. Seller may require changes in the prices toreflect changes in Specifications, batch size, packaging and processalterations where such changes are made at the Buyer’s request or pursuant toan agreement entered into by the Parties providing for the modification of theSpecifications.

 

6.2                           Invoices: Seller shall issue aninvoice for thirty percent (30 %) of the nominalamount of each order upon acceptance. The balance, plus or minus adjustmentsfor the quantity actually delivered shall be invoiced according to milestonespayments to be defined between the Parties at the time of the order, it beingspecified that in case the Parties fail to reach agreement the balance shall befully paid in the following condition: 30% within 4 months from the date of theorder, 40% upon delivery. Buyer shall pay invoices in Dollars within thirty(30) days from the date of the invoice by bank transfer to the accountindicated in the invoice. Any payments not made on or before the due date shallaccrue interest, from the tenth day following a written payment reminder sentby Seller to Buyer until paid, at a rate equal to the EURIBOR in effect on thedate such payment first became due and payable.

 

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6.3                           Retention of title: to the extent permitted by law, title tothe Product shall remain with Seller until the price is paid in full.

 

6.4                           Cancellation for non–payment: Should any payment not be received within60 days from the invoice date, this Agreement may be cancelled *eo ipso*upon Seller’s request.

 

ARTICLE 7: PRODUCT LIABILITY

 

7.1                           Warranties: Seller warrants that: (i) Product(s) sold to Buyer pursuantto this Agreement shall, at the date of delivery, be free from defectivematerial and workmanship, conform to the Specifications, contain no hiddendefects, satisfy current FDA requirements and be in compliance with applicableEU legal and regulatory requirements as may be amended from time to time; and (ii) Sellerhas requisite know-how, required expertise, and experience regarding the Product.

 

Forthe sake of clarity it is again stated that Seller makes no warranty regardingthe stability of the Product after delivery. However, Seller undertakes toprovide its expertise after delivery and carry out the stability studyaccording to the Specifications upon Buyer’s request, as long as the Product isin the same condition as it was at the time of delivery. It being specifiedthat should the stability study show that the Product has not kept thestability it had at the time of the delivery, Seller shall not be obliged toreplace the Product and shall not incurred any liability.

 

SELLERMAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED, CONCERNING THE PRODUCT, and, inparticular, makes no warranty regarding the effectiveness of the Product onceit has been mixed to constitute a compound.

 

7.2                           Seller’s indemnification and hold harmlessagreement for the benefit of Buyer: Seller shall defend, indemnify and holdBuyer, its Affiliates and the officers, directors and employees of eachharmless from and against any and all claims, demands, loss, damage,liabilities, settlement amounts, costs or expenses whatsoever (includingreasonable attorneys’ fees and costs) arising from any claim, action orproceeding made or brought against such party by a third party as a result of (a) nonconformityof the Product to the Specifications; or (b) Seller’s intentional act orgrave misconduct in performing its obligations herein; or (c) Seller’sbreach of its obligations as detailed herein. SELLER MAKES NO OTHER WARRANTY,EXPRESS OR IMPLIED, CONCERNING THIS PROTECTION.

 

7.3                           Buyer’s indemnification and hold harmlessagreement for the benefit of Seller: Buyer shall defend, indemnify and hold Seller, it’s Affiliates andthe officers, directors and employees of each harmless from and against any andall claims, demands, loss, damage, liabilities, settlement amounts, costs orexpenses whatsoever (including reasonable attorneys’ fees and costs) arisingfrom any claim, action or proceeding made or brought against such party by athird party as a result of (a) any damage caused by the use of the Productexcept a damage due to a defect in the product caused, in

 

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whole or in part, from the manufacture of the Product, a default in thestorage of the Product prior to delivery in accordance with Article 5, orthe nonconformity of the Product to the Specifications, but including a defectof the product with which or into which the Product will be incorporated, mixedor associated or (b) Buyer’s failure to perform its obligations hereunderor (c) the use of the Product outside the Field. BUYER MAKES NO OTHERWARRANTY, EXPRESS OR IMPLIED, CONCERNING THIS PROTECTION.

 

7.4                           Limitations: The foregoing indemnification and hold harmless undertakingsshall be contingent on the observance of the following additional terms andconditions:

 

(i) The party claiming indemnification shall have given theindemnifying party prompt and timely notice of the facts and circumstanceshaving given rise to such claim and shall reasonably co-operate with, informand assist the latter party in this regard;

 

(ii) The indemnifying party shall have sole control and authoritywith respect to the defence, settlement or compromise of the claim against theindemnified party; provided, however, that the indemnifying party shall notagree to any settlement which would materially and adversely affect thebusiness of the other party without the prior written consent of that party,which consent shall not be unreasonably withheld.

 

7.5                           Insurance obligation: The Buyer, as sponsor of theClinical Trials, shall maintain in effect a policy or policies of insuranceproviding protection against the risk of liability associated with any loss,injury or damage arising from the performance of Clinical Trials, and it shallprovide the Seller with the relevant insurance policy upon Seller’s request.

 

ARTICLE 8: CONFIDENTIALITY

 

8.1                                 Confidentiality and non-use covenants: Each Party shall and shall cause itsemployees, agents or servants engaged in the performance of this Agreement to: (i) maintainall Confidential Information received from the other Party in strictconfidence; (ii) use all such information solely for purposes ofperforming this Agreement; and (iii) reproduce such information only to theextent necessary to perform this Agreement, with all such reproductions beingconsidered Confidential Information. The terms and conditions hereof shall beconsidered Confidential Information, unless both Parties agree in writing todisclose certain terms in reply to a legitimate request by a third party.

 

8.2                                 Return of documents: Upon the termination of thisAgreement by either Party, the Receiving Party shall return to the DisclosingParty all originals, copies, and summaries of documents, materials, and othertangible manifestations of Confidential Information in the possession orcontrol of the Receiving Party, except for one copy, which may be kept in the

 

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ReceivingParty’s legal archives and stored under secure conditions. The obligations setforth hereunder shall remain in effect for a period of ten (10) yearsafter receipt of the Confidential Information by the Receiving Party.

 

ARTICLE 9: TERM AND TERMINATION

 

9.1                           Term: This Agreement shall enter into force on the date of last signaturehereof and shall have an initial term ending on the eighth anniversary of thefirst Commercial Sale of the Product by Seller to Buyer. It shall remain inforce thereafter for consecutive one (1) year periods except if terminatedby either party, upon giving six (6) months written notice prior to theinitial or any renewal term.

 

9.2                           Survival:  Termination, expiration,cancellation or abandonment of this Agreement through any means or for anyreason, shall be without prejudice to the rights and remedies of either partywith respect to any antecedent breach of any of the provisions of thisAgreement. The provisions of Sections 7, 8, 9, 10 and 12 hereof shall surviveexpiration or termination of this Agreement.

 

9.3                           Termination for breach: Either Party may terminate this Agreementon written notice to the other Party, with immediate effect, if the other Partycommits a material breach of any of its obligations essentially but nonlimitatively stipulated in Article 2.3; Article 6.4; Article 7.3 and Article 8.1hereunder which is not cured within thirty (30) days of the other Party’swritten notice of the breach. Such right of termination shall be withoutprejudice to any other remedythe non-defaulting party may have at law due to the other party’s breach of itsobligations hereunder.

 

9.4                           Termination for liquidation: This Agreement may be immediatelyterminated by a Party if the other Party is dissolved or liquidated, files orhas filed against it a petition under any bankruptcy or insolvency law, makesan assignment for the benefit of its creditors or has a receiver appointed for all or substantiallyall of its property.

 

9.5                           Consequences of termination:Expiration or termination of this Agreement in whole or in part shall notrelieve the Parties of any amounts of moneys or Product duly owing between themaccording to the terms of this Agreement.

 

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ARTICLE 10: INTELLECTUAL PROPERTY RIGHTS

 

10.1                     Intangible Property : Buyer acknowledges thatany and all of Seller’s intellectual property rights including its know-howused or embodied in or in connection with the Product and any parts thereof(hereafter: Seller’s Background IP Rights) are and shall remain the soleproperty of Seller. Seller acknowledges that any and all of Buyer’sintellectual property rights not in connection with the product and any partstherof existing prior to the present Agreement or developed later on are andshall remain the sole property of Buyer.

 

10.2                     Improvements : In case Improvements (definedas “any ameliorations that cannot be exploited without infringing Seller’sBackground IP Rights) to the Product or to its method of manufacture or use aregenerated in the performance of the Agreement or of the Clinical Trials byeither or both parties, all rights on these Improvements shall belong to Sellerwhich shall have the sole right, and at its own discretion, to file patentapplications in its own name and at its costs. Buyer undertakes to keep Sellerregularly informed, once a year, of the Improvements it shall make and to signany documents that could be necessary in order for Seller to file patentapplications and to secure its ownership.

 

Anyother improvements or inventions generated by Buyer in the performance of theClinical Trials will belong to Buyer.

 

10.3                     No warranty : Seller hereby declares that tothe best of its knowledge the Products do not infringe patents, trademarks orother proprietary rights owned or controlled by any third party, and warrantsthat no litigation or threatened litigation exist in connection with the use ofsuch third party proprietary rights as of the coming into force of thisAgreement.

 

However,no representation is made by Seller, expressly or by implication, that any Productssold to and used by Buyer will not infringe such third party proprietaryrights. Accordingly, Seller shall not be responsible, either directly or as anindemnitor, to Buyer, for any consequence of any alleged, purported orestablished infringement of said third party’s rights in connection with orresulting from said use of Products, and Buyer shall indemnify and holdharmless Seller with respect to any claims or actions of third parties relatedthereto.

 

10.4                     If Buyer becomes aware of any infringement bythird parties of any of Seller’s Background IP Rights. Buyer shall give writtennotice to Seller of such fact, it being understood and agreed that Selleralone shall decide, at its sole discretion, whether, and if so, what measuresshall be taken as a result of any such infringement.

 

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ARTICLE 11: GENERAL PROVISIONS

 

11.1                     Force Majeure:The failure of either Party toperform any of its obligations hereunder solely by reason of, acts ofgovernment - particularly if at any time Seller or its Product Maker cease tobe entitled for any reason whatsoever to sell or manufacture the Product-,riots, wars, strikes, natural disaster such as fire, storm and flood or otheroutside causes beyond its control, shall not be deemed to be a breach of this Agreement; provided, however, thatthe Party so prevented from complying herewith shall continue to take allactions within its power to comply as fully as possible herewith. If suchprevention continues for a period of more than sixty (60) days, then eitherParty may terminate this Agreement, effective upon written notice to the otherParty.

 

11.2                     Assignment: This Agreement and each and every covenant, term and condition hereinis binding upon and inures to the benefit of the Parties hereto and theirrespective successors, and may not be assigned or transferred by either Partyto a third party.

 

11.3                     Headings: Headings are inserted for convenience only and shall not affect themeaning or interpretation of this Agreement.

 

11.4                     Waiver: No waiver of any default hereunder by either Party or any failure toenforce any rights hereunder shall be deemed to constitute a waiver of anysubsequent default with respect to the same or any other provision hereof.

 

11.5                     Severability: Should any part of this Agreement be heldunenforceable or in conflict with the applicable laws or regulations of anyjurisdiction, the invalid or unenforceable part or provision shall be replacedwith a provision which accomplishes, to the extent possible, the originalbusiness purpose of such part or provision in a valid and enforceable manner,and the remainder of this agreement shall remain binding upon the Partieshereto.

 

11.6                     Notices: All notices given by one Party to the other shall he sent by registeredair mail or fax to the other party’s address as first set out hereinabove or tothe latest address of such Party as shall have been communicated to the otherParty.

 

11.7                     Entire agreement: This Agreement constitutes the entireAgreement between the parties and shall prevail over any other priorunderstanding or terms (including Buyer’s general purchase conditions). Anyamendment or modification to this Agreement shall be valid only if made inwriting and signed by authorized representatives of the Parties.

 

ARTICLE 12: GOVERNING LAW – JURISDICTION

 

12.1.                  Governing Law: Without regard to choice of law provisionsand regardless of the place or places where the terms hereof are actuallyperformed, this Agreement shall be governed by,

 

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construedand enforced in accordance with the laws of France, excluding the ViennaConvention on the International Sale of Goods dated 11 April 1980.

 

12.2.                  Jurisdiction: ANY DISPUTE ARISING IN CONNECTION WITH THEVALIDITY, INTERPRETATION OR THE PERFORMANCE OF THIS AGREEMENT SHALL BE REFERREDTO THE COURTS OF STRASBOURG, FRANCE.

 

**IN WITNESS WHEREOF, the parties hereto have causedthis Agreement to be executed by their duly authorized representatives on theday and date written below.**

 

Madeand executed in two (2) counterparts, which taken together constitute oneand the same instrument, with one copy of each counterpart having beensubmitted to each party.

 
| BUYER                               | SELLER                    |
|-------------------------------------|---------------------------|
| **Senesco technologies, Inc.** | **Polyplus transfection** |
|                                     |                           |  |

 
| /s/  Richard Dondero   |                    | /s/  Joelle Bloch |   |
|------------------------|-------------------------|-------------------|--------|
| Name:  Richard Dondero | Name:  Joelle Bloch     |
| Title:  Vice President | Title:  President       |
| Place:                 | Place:   Illkiorch |
| Date:                  | Date:  06/27/2008  |

 

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