Debiopharm SA (Hsp90)

On August6, 2009, we entered into a license agreement with Debiopharm S.A., a Swiss corporation, pursuant to which we granted to Debiopharm a worldwide, exclusive royalty-bearing license, with the right to grant sublicenses, to develop, manufacture, market and sell any product containing our Hsp90 inhibitor technology, including our lead Hsp90 compound under development, CUDC-305 (since renamed Debio 0932). Debiopharm will assume all future development responsibility and incur all future costs related to the development, registration and commercialization of products under the agreement.

Pursuant to the terms of the agreement, we agreed to use our reasonable commercial efforts to transfer to Debiopharm, know how, information and materials necessary for Debiopharm to continue the development of products in accordance with the development plan outlined in the agreement.

Pursuant to the terms of the agreement, Debiopharm has agreed to undertake reasonable commercial efforts to implement the development plan in the timeframes described in the agreement in order to develop, register and commercialize the product in specified markets and will be solely responsible for all the costs relating thereto. Debiopharm will retain final decision making authority on all development, commercialization, marketing, manufacturing and regulatory matters relating to the product.

As consideration for the exclusive license rights provided in the agreement, and subject to the terms of the agreement, Debiopharm has agreed to pay us up to an aggregate of $90 million comprised of the following:

• an up-front license fee, to be paid within 30 days after Debiopharm’s receipt of an invoice from us, provided that we have transferred to Debiopharm certain information specified in the agreement (we received this payment in September 2009);
• a payment upon the first regulatory approval in a major market country of an open IND or CTA to initiate human clinical trials;
• a payment upon the administration of Debio-0932 (CUDC-305) in the 5th patient in the first phase I clinical trial; and
• additional contingent payments assuming the successful achievement of additional specified clinical development and regulatory approval objectives.

In addition, Debiopharm will pay us:

• a specified percentage of all sublicensing payments received by Debiopharm and its affiliates from sublicensees
• a specified percentage of royalties Debiopharm and its affiliates receive from sublicensees; and
• a specified percentage of royalties on net sales of products by Debiopharm or its affiliates.

Unless terminated earlier, the agreement will expire, on a country-by-country basis, on the later of (i)the expiration of the last-to-expire valid claim of the Curis patents and joint patents relating to the products, and (ii) the 10th anniversary of the first commercial sale of the product in such country. Pursuant to the agreement, either party can terminate the agreement upon notice under prescribed circumstances, and the agreement specifies the consequences to each party for such early termination.