COLLABORATION AND LICENSE AGREEMENT

COLLABORATION AND LICENSE AGREEMENT

BY AND BETWEEN

INFINITY PHARMACEUTICALS, INC.

AND

JOHNSON & JOHNSON PHARMACEUTICAL RESEARCH AND DEVELOPMENT

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COLLABORATION AND LICENSE AGREEMENT

THIS COLLABORATION AND LICENSE AGREEMENT (the “Agreement”) dated the 22nd day of December, 2004 (the “Effective Date”) is by and between INFINITY PHARMACEUTICALS, INC. , a corporation organized and existing under the laws of the State of Delaware and having its principal office at 780 Memorial Drive, Cambridge, Massachusetts 02139 (“Infinity”), and JOHNSON & JOHNSON PHARMACEUTICAL RESEARCH & DEVELOPMENT , a division of JANSSEN PHARMACEUTICA N.V., a Belgian business corporation organized and existing under the laws of Belgium with registration number RPR 0403.834.160, VAT No. BE-403.834.160, and with registered office at B-2340 Beerse, Belgium, Turnhoutseweg 30 (“JJPRD”).

INTRODUCTION

WHEREAS , Infinity and JJPRD and its Affiliates are each in the business of discovering, developing and commercializing pharmaceutical products.

WHEREAS , Infinity Controls certain technology for the creation of large numbers of complex, natural-compound-like compounds for the purpose of screening biological targets to identify potential human therapeutics.

WHEREAS , pursuant to an agreement with Amgen Inc., Infinity has utilized such technology to create libraries of compounds for such purposes.

WHEREAS , Infinity and JJPRD are interested in collaborating on activities relating to the Infinity library compounds identified pursuant to the agreement with Amgen and subsequently and in providing for the opportunity for JJPRD to develop and commercialize such compounds and their derivatives as potential pharmaceutical products.

WHEREAS , on the Effective Date, Infinity and JJPRD Affiliate Johnson & Johnson Development Corporation (“JJDC”) are entering into a Series C Preferred Stock Purchase Agreement, pursuant to which JJDC shall purchase shares of Infinity’s Series C Convertible Preferred Stock.

NOW, THEREFORE , Infinity and JJPRD agree as follows:

ARTICLE 1

DEFINITIONS

When used in this Agreement, each of the following terms shall have the meanings set forth in this Article 1:

Section 1.1 Affiliate. “Affiliate” shall mean any corporation, company, partnership, joint venture and/or firm that controls, is controlled by, or is under common control with a specified person or entity. For purposes of this Section 1.1, “control” shall be presumed to exist if one of the following conditions is met: (a) in the case of corporate entities, direct or indirect

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ownership of more than fifty percent (50%) of the stock or shares having the right to vote for the election of directors, and (b) in the case of non-corporate entities, direct or indirect ownership of more than fifty percent (50%) of the equity interest with the power to direct the management and policies of such non-corporate entities. The Parties acknowledge that in the case of certain entities organized under the Laws of certain countries outside of the United States, the maximum percentage ownership permitted by Law for a foreign investor may be less than fifty percent (50%), and that in such case such lower percentage shall be substituted in the preceding sentence, provided that such owner has the power to direct the management and policies of such entity.

Section 1.2 Amgen. “Amgen” means Amgen Inc., a Delaware corporation.

Section 1.3 Amgen Agreement. “Amgen Agreement” means the Collaboration and License Agreement by and between Infinity and Amgen, dated as of December 9, 2003, as amended from time to time.

Section 1.4 Analog. “Analog” shall mean any compound that is derived by JJPRD from a compound included in the Library Compound Pool.

Section 1.5 Back-Up Library Compound. “Back-Up Library Compound” shall mean, with respect to a compound included in the Library Compound Pool for which JJPRD exercises a Library Compound Exclusivity Option, each other Library Compound that (a) is from the same Synthetic Pathway as, the relevant Library Compound for which JJPRD exercises the Library Compound Exclusivity Option and (b) JJPRD designates in accordance with Section 3.6.2.

Section 1.6 Business Day. “Business Day” shall mean a day other than a Saturday or Sunday or Federal holiday.

S ection 1.7 Collaboration Term. “Collaboration Term” shall mean, subject to any termination provisions of this Agreement, the period from the Effective Date to the later of December 31, 2005 or the date on which Infinity has delivered to JJPRD and JJPRD has accepted all Library Compounds that Infinity is required to deliver hereunder.

Section 1.8 Confidential Information. “Confidential Information” shall mean (a) all JJPRD Analog Information and [**] Information (which, with respect to the Infinity Know-How in [**] Information, shall be deemed to be JJPRD Confidential Information for as long as it is subject to the respective licenses granted under Sections 3.1), which shall be deemed to be JJPRD Confidential Information, (b) all information relating to compounds included in the Library Compound Pool (other than [**]), and (c) all other proprietary documents, technology, Know-How or other information (whether or not patentable) actually disclosed by one Party to the other pursuant to this Agreement and marked as “confidential” or “proprietary” (or if disclosed orally, confirmed in writing within thirty (30) days thereafter).

Section 1.9 Control or Controlled. “Control” or “Controlled” shall mean with respect to any (a) material, document, item of information, method, data or other Know-How or (b) intellectual property right, the possession (whether by ownership or license, other than by a

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license granted pursuant to this Agreement) by a Party or its Affiliates of the ability to grant to the other Party access, ownership, a license and/or a sublicense as provided herein without violating the terms of any agreement or other arrangement with any Third Party entered into or existing as of the time such Party or its Affiliates would first be required hereunder to grant the other Party such access, ownership, license, or sublicense.

Section 1.10 Development or Develop. “Development” or “Develop” shall mean, with respect to a compound, preclinical and clinical drug development activities, including, among other things: test method development and stability testing, toxicology, formulation, process development, manufacturing scale-up, development-stage manufacturing, quality assurance/quality control procedure development and performance with respect to clinical materials, statistical analysis and report writing and clinical studies. When used as a verb, “Develop” means to engage in Development.

Section 1.11 Drug Discovery Program. “Drug Discovery Program” shall mean a JJPRD research program, which is focused on researching (a) a compound included in the Library Compound Pool or (b) a JJPRD Analog.

Section 1.12 Equity Agreements. “Equity Agreements” shall mean the Stock Purchase Agreement and the Investor Rights Agreement.

Section 1.13 Exclusive Library Compound. “Exclusive Library Compound” shall mean each compound included in the Library Compound Pool with respect to which JJPRD exercises the Library Compound Exclusivity Option, together with all Back-Up Library Compound(s) licensed to JJPRD pursuant to Sections 3.1.3 and 3.6.1 in connection with such exercise by JJPRD of the Library Compound Exclusivity Option by operation of Section 3.6.2.

Section 1.14 Exclusive Library Compound Information. “Exclusive Library Compound Information” shall mean all structural, process and other information relating to an Exclusive Library Compound provided by Infinity to JJPRD and all such information generated by JJPRD. For the avoidance of doubt, Exclusive Library Compound Information includes [**] and [**] and [**] with respect to the relevant Exclusive Library Compound.

Section 1.15 Executive Officers. “Executive Officers” shall mean the Chief Executive Officer of Infinity (or a senior executive officer of Infinity designated by Infinity’s Chief Executive Officer) and the Chief Executive Officer of JJPRD (or a senior executive officer of JJPRD designated by JJPRD’s Chief Executive Officer).

Section 1.16 Good Laboratory Practices or GLP. “Good Laboratory Practices” or “GLP” shall mean the then-current good laboratory practice standards promulgated or endorsed by the FDA as defined in 21 C.F.R. Part 58, and comparable regulatory standards in jurisdictions outside the United States.

Section 1.17 Infinity Intellectual Property. “Infinity Intellectual Property” shall mean Infinity Know-How and Infinity Patent Rights.

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Section 1.18 Infinity Know-How. “Infinity Know-How” shall mean Know-How Controlled by Infinity during the Collaboration Term, including without limitation Library Compound Structure Information.

Section 1.19 Infinity Patent Rights. “Infinity Patent Rights” shall mean Patent Rights Controlled by Infinity.

Section 1.20 Investor Rights Agreement. “Investor Rights Agreement” shall mean the Investor Rights Agreement entered into by the Parties on the Effective Date.

Section 1.21 JJPRD Analog. “JJPRD Analog” shall mean an Analog that is synthesized by JJPRD in the course of a Drug Discovery Program.

Section 1.22 JJPRD Analog Information. “JJPRD Analog Information” shall mean all structural, process and other information generated by JJPRD relating to an Analog.

Section 1.23 Know-How. “Know-How” shall mean any information and materials, whether proprietary or not and whether patentable or not, including without limitation ideas, concepts, formulas, methods, procedures, designs, compositions, plans, documents, data, inventions, discoveries, works of authorship, compounds and biological materials, but excluding any such information or materials disclosed in Patent Rights.

Section 1.24 Law or Laws. “Law” or “Laws” shall mean all laws, statutes, rules, regulations, ordinances and other pronouncements having the effect of law of any federal, national, multinational, state, provincial, county, city or other political subdivision, domestic or foreign.

Section 1.25 Library Compound. “Library Compound” shall mean a compound included in the Library Compound Pool that is selected as a Library Compound pursuant to Section 2.1.2 and delivered to JJPRD; provided that , in the event the Library Compound Structure Information for a compound physically delivered by Infinity as a Library Compound does not contain an accurate description of the molecular formula or molecular structure of such compound, the compound delivered, but not the structure described, shall be deemed to be a Library Compound.

Section 1.26 Library Compound Pool. “Library Compound Pool” means all compounds controlled by Infinity that were identified and provided to Amgen under the terms of the Amgen Agreement, prior to any renewals by Amgen. To the extent that the supply of compounds from any given Synthetic Pathway is insufficient to meet requirements hereunder, Infinity will use commercially reasonable efforts to resynthesize compounds from such Synthetic Pathway; provided, however, that if Infinity is unable to supply compounds from any Synthetic Pathway, Infinity will include in the Library Compound Pool compounds from Synthetic Pathways not provided to Amgen under the terms of the Amgen Agreement, prior to any renewals by Amgen, until Infinity has satisfied its obligation to provide JJPRD Library Compounds from a minimum of [**] Synthetic Pathways and a pool of [**] compounds. Additionally, “Library Compound Pool” shall specifically include any compound referenced to JJPRD in a certain database to which Infinity has provided JJPRD access, any compound

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controlled by Infinity and made by Infinity by any one of synthetic pathways designated [**] and [**] prior to December 31, 2005 and any compound Controlled by Infinity and made by Infinity by a diversity oriented chemistry synthetic pathway prior to December 31, 2005. Notwithstanding the foregoing, the Library Compound Pool will exclude any compound that (a) if delivered would violate an obligation of Infinity of confidentiality to a Third Party, (b) is generated by Infinity as focused compound sets based on hits against a specific target, (c) was in Infinity’s [**] Hit-to-Lead Chemistry Programs in existence as of 12/19/03, the effective date of the Amgen agreement, (which include, in the aggregate no more than [**] compounds), or (d) Infinity has previously filed a patent application that specifically claims the composition of matter by a unique name or designation of the compound included in the Library Compound Pool prior to the date on which such compound was delivered to JJPRD.

Section 1.27 Library Compound Delivery Requirements. “Library Compound Delivery Requirements” shall mean the requirements set forth in Exhibit A relating to the Library Compounds to be delivered by Infinity to JJPRD under this Agreement.

Section 1.28 Library Compound Exclusivity Option. “Library Compound Exclusivity Option” shall mean JJPRD’s option to obtain exclusive rights with respect to a [**], if any, as further described in Section 3.6.

Section 1.29 Intentionally Blank.

Section 1.30 Library Compound Structure Information. “Library Compound Structure Information” shall mean information (in the form of documentation or access thereto) relating to available molecular formula, molecular structure, purity, yield and process information including the production notebook of each compound included in the Library Compound Pool which is Controlled by Infinity. For the avoidance of doubt, Library Compound Structure Information includes Synthetic Pathways.

Section 1.31 Party or Parties. “Party” shall mean JJPRD or Infinity. “Parties” shall mean JJPRD and Infinity.

Section 1.32 Patent Rights. “Patent Rights” shall mean all existing patents and patent applications and all patent applications hereafter filed and patents hereafter issued, including without limitation any continuations, continuations-in-part, divisions, provisionals or any substitute applications, any patent issued with respect to any such patent applications, any reissue, reexamination, renewal or extension (including any supplemental protection certificate) of any such patent, and any confirmation patent or registration patent or patent of addition based on any such patent, and all foreign counterparts of any of the foregoing.

Section 1.33 Stock Purchase Agreement. “Stock Purchase Agreement” shall mean the Series C Preferred Stock Purchase Agreement entered into by Infinity and JJDC on the Effective Date.

Section 1.34 Synthetic Pathways. “Synthetic Pathways” shall mean, with respect to a compound included in the Library Compound Pool, the synthetic scheme that Infinity used to synthesize the compound.

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Section 1.35 Third Party. “Third Party” shall mean any person or entity other than a Party or any of its Affiliates.

Section 1.36 Additional Definitions. Each of the following definitions is set forth in the section of this Agreement indicated below:

ARTICLE 2

DELIVERY AND USE OF LIBRARY COMPOUNDS

Section 2.1 Delivery of Library Compounds.

2.1.1 Infinity shall provide to JJPRD Library Compound Structural Information on all compounds included in the Library Compound Pool promptly upon availability.

2.1.2 JJPRD will select from compounds included in the Library Compound Pool a number of Library Compounds in accordance with the selection procedures set forth on Exhibit A to this Agreement.

2.1.3 For the Library Compounds being resynthesized, Infinity may suggest to JJPRD the use of certain building blocks that are not represented in the Library Compound Pool along with the rationale for their suggested use. JJPRD may suggest to Infinity the use of certain building blocks that are not represented in the Library Compound Pool along with the rationale for their suggested use. Each of JJPRD and Infinity will have the right to approve the use of such building blocks at their sole discretion and any Library Compounds synthesized by Infinity with the use of such approved additional building blocks will be deemed Library Compounds and will be included in the Library Compound Pool.

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2.1.4 Infinity shall deliver such Library Compounds to JJPRD in accordance with the Library Compound Delivery Requirements in Exhibit A.

Section 2.2 Program Coordinators.

2.2.1 Designation. Each Party shall designate one of its employees to act as its liaison with the other Party for purposes of this Agreement (such employees, the “Program Coordinators”). The Program Coordinators will be individuals with appropriate expertise in research and other matters relevant to this Agreement. The identities of the initial Program Coordinators will be communicated by the Parties to each other no later than thirty (30) days after the Effective Date. Each Party may change its Program Coordinator at any time by providing written notice of such change to the other Party.

2.2.2 Duties. During the Collaboration Term, the Program Coordinators shall be responsible for ensuring the effective coordination of all operational aspects of the relationship established by this Agreement and, to that end, shall communicate with one another regularly and meet with one another in person as they deem necessary or desirable. Without limiting the generality of the foregoing, during the Collaboration Term, the Program Coordinators shall communicate with one another regularly regarding such matters as the selection of Library Compounds, the delivery by Infinity to JJPRD of Library Compounds, and the exercise(s) by JJPRD of the Library Compound Exclusivity Option, if any.

ARTICLE 3

LICENSES

Section 3.1 Infinity Grants.

3.1.1 Research License. Infinity hereby grants to JJPRD a worldwide, non-exclusive[**] license, under Infinity Intellectual Property, to use compounds included in the Library Compound Pool and Library Compound Structure Information for research purposes in the discovery of JJPRD products (which license shall include the right to use Synthetic Pathways to synthesize compounds included in the Library Compound Pool and JJPRD Analogs that derive from such compounds included in the Library Compound Pool, for the purpose of performing Drug Discovery Programs); provided that in the event Amgen exercises its option to exclusively license any compounds included in the Library Compound Pool under the terms of the Amgen Agreement, the right to use Synthetic Pathways to synthesize such exclusively licensed compounds included in the Library Compound Pool and JJPRD Analogs that are synthesized using such exclusively licensed compounds included in the Library Compound Pool shall terminate. With respect to any Exclusive Library Compound of JJPRD, the license set forth in this Section 3.1.1 shall immediately and automatically become exclusive (even with respect to Infinity, but subject to any non-exclusive research licenses [and in the case of Amgen, non-exclusive research and development licenses granted under the Amgen Agreement] that had been granted by Infinity to Third Parties with respect to the relevant compound included in the Library Compound Pool prior to such compound becoming an Exclusive Library Compound) upon JJPRD’s payment of the Library Compound Exclusivity Fee pursuant to Section 3.6.1 of this

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Agreement and such license shall survive in perpetuity (subject to any terms and conditions of this Agreement expressly providing for [**]). Subject to Section 3.3, the licenses set forth in this Section 3.1.1 shall further include the right to grant sublicenses to Affiliates of JJPRD and to Third Party collaborators (provided such collaborators are under an obligation to not determine the structure of any compound included in the Library Compound Pool) and Third Party contractors engaged solely on a fee-for-service basis.

3.1.2 License Limitation and Clarification.

(a) For the avoidance of doubt, the purpose of the licenses granted in Sections 3.1 with respect to Synthetic Pathways is to perform Drug Discovery Programs and not to enable JJPRD to use Synthetic Pathways broadly to duplicate all or substantially all of the Library Compounds delivered to JJPRD for purpose of selling or distributing such libraries.

(b) The Parties understand, agree and hereby acknowledge that, to the extent permitted by the other provisions of this Agreement, JJPRD will and shall have complete rights to include all compounds included in the Library Compound Pool, including [**], and [**] and [**] for its [**] and [**] for its [**].

3.1.3 Exclusive Commercialization License With Respect to Exclusive Library Compounds. Infinity hereby grants to JJPRD a worldwide, exclusive license (subject to the non-exclusive research and development license granted to Amgen under the Amgen Agreement), under Infinity Intellectual Property, to Develop products that contain Library Compounds and to [**] in Exclusive Library Compounds for any purposes. Such license shall survive in perpetuity subject to any terms and conditions of this Agreement expressly providing [**] of such license. Subject to Section 3.3, the licenses set forth in this Section 3.1.3 shall further include the [**].

3.1.4 Commercialization Licenses With Respect to Analogs. Infinity hereby grants to JJPRD (a) a worldwide, perpetual (subject to any terms and conditions of this Agreement expressly providing survive in perpetuity of such license), non-exclusive license, under Infinity Intellectual Property that [**] to [**] and [**]. Subject to Section 3.3, the licenses set forth in this Section 3.1.4 shall further include the [**].

Section 3.2 Limited JJPRD Grant. If in the course of using compounds included in the Library Compound Pool, JJPRD Analogs or Know-How related thereto JJPRD makes an invention which results in the filing of Patent Rights, JJPRD hereby grants to Infinity a worldwide, royalty-free, non-exclusive license to make, use, offer for sale, sell and import solely compounds of the Library Compound Pool (but excluding Exclusive Library Compounds) under only those composition of matter claims of any such Patent Right Controlled by JJPRD that include within their scope the composition of matter of a compound included in the Library Compound Pool. Such JJPRD license is not granted under any other type of claims within any Patent Right Controlled by JJPRD including, without limitation, process of making, method of use or pharmaceutical composition claims. Such license shall survive in perpetuity subject to any terms and conditions of this Agreement expressly providing for the termination of such license, including without limitation the provisions of Section 3.6.4. Subject to Section 3.3, such

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license shall further include the right to grant sublicenses to Affiliates of Infinity and to Third Parties.

Section 3.3 Sublicense Rights . Wherever in this Agreement either Party is granted the right to grant sublicenses (including granting to sublicensees the right to grant further sublicenses for the purposes of having Library Compounds and JJPRD Analogs made) subject to this Section 3.3, such Party may exercise such right without obtaining the prior approval of the other Party, provided that such sublicense occurs pursuant to a written agreement that subjects such sublicensee to all relevant restrictions and limitations in this Agreement. Except as otherwise agreed to by the Parties in writing, each Party shall be jointly and severally responsible with its sublicensees to the other Party for failure by its sublicensees to comply with, and each Party guarantees the compliance by each of its sublicensees with, all such applicable restrictions and limitations in accordance with the terms and conditions of this Agreement.

Section 3.4 Section 365(n) Of The Bankruptcy Code. All rights and licenses granted under or pursuant to any section of this Agreement are, and shall otherwise be deemed to be, for purposes of Section 365(n) of Title 11 of the United States Code, as amended (such Title 11, the “Bankruptcy Code”), licenses of rights to “intellectual property” as defined under Section 101(35A) of the Bankruptcy Code. The Parties shall retain and may fully exercise all of their respective rights and elections under the Bankruptcy Code.

Section 3.5 No Implied Licenses Or Rights. Except as expressly provided in this Agreement, neither Party shall have any license or other interest in any intellectual property rights Controlled by the other Party.

Section 3.6 Library Compound Exclusivity Option .

3.6.1 Option.

(a) JJPRD shall have the right to exercise the Library Compound Exclusivity Option in accordance with this Section 3.6.1 with respect to each compound included in the Library Compound Pool. In the event that JJPRD desires to exercise the Library Compound Exclusivity Option with respect to a compound included in the Library Compound Pool, JJPRD shall give Infinity written notice of such desire which notice shall specify the compound with respect to which JJPRD desires to exercise the Library Compound Exclusivity Option.

(b) Within [**] Business Days after receiving JJPRD’s notice, Infinity shall notify JJPRD of whether, prior to the date of receipt of JJPRD’s notice, (i) [**] and [**], (ii) Infinity [**]including [**] and [**] and [**] directed to the same [**] requested by JJPRD and Infinity is [**] either [**] or [**] or (iii) Infinity has [**] that specifically claims the [**] requested by JJPRD and has [**] therefor. If any of the conditions described in clauses (i), (ii) or (iii) of the immediately preceding sentence exist, then JJPRD shall not be permitted to exercise the Library Compound Exclusivity Option with respect to such compound included in the Library Compound Pool. If Infinity does not notify JJPRD that such compound included in the Library Compound Pool is unavailable in accordance with Section 3.6.1(b) within [**] Business Days after JJPRD delivered its notice to Infinity, then JJPRD shall have [**] Business Days

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following such [**] day period to exercise the Library Compound Exclusivity Option with respect to such compound included in the Library Compound Pool by paying to Infinity $[**] (which, together with the amounts specified below in Section 3.6.2 for additional Back-Up Library Compounds, if any, shall be designated the “Library Compound Exclusivity Fee”). Upon receipt of such payment, the applicable compound included in the Library Compound Pool shall become an Exclusive Library Compound. During the [**] or [**] day periods described in this Section 3.6.1(c), Infinity shall not grant any conflicting right to any Third Party or otherwise take any action inconsistent with JJPRD’s exercise of its option to obtain exclusive rights to the requested compound included in the Library Compound Pool, including without limitation, filing any patent applications and conducting any research activities with such compound(s).

3.6.2 Back-Up Library Compounds. In connection with each exercise of the Library Compound Exclusivity Option, JJPRD shall be entitled to elect additional Back-Up Library Compounds, each of which must be available in accordance with the criteria for availability set forth in Section 3.6.1(b), for additional payments of $[**] compound to the base Library Compound Exclusivity Fee set forth in Section 3.6.1(c). JJPRD may exercise its election of any of such Back-Up Library Compounds either at the time, or on any single day prior to the [**] (the “Second Back-Up Selection Date”), of JJPRD’s exercise of the applicable Library Compound Exclusivity Option. To the extent that any of the Back-Up Library Compounds JJPRD elects are not available in accordance with the criteria for availability set forth in Section 3.6.1(b), JJPRD shall have the right to select other Back-Up Library Compounds until such time as it has obtained rights to at least [**] Back-Up Library Compounds. JJPRD must select at least [**] Back-Up Library Compounds or make the corresponding additional payments therefore under this Section 3.6.2 related to a particular exercise of the Library Exclusivity Option under Section 3.6.1 before JJPRD may exercise a subsequent Library Exclusivity Option under Section 3.6.1. The Parties shall document in writing JJPRD’s designation of Back-Up Library Compounds in connection with each exercise of the Library Compound Exclusivity Option. The identity of compounds elected by JJPRD under this paragraph shall be the Confidential Information of JJPRD. Infinity may disclose the identity of compounds elected by JJPRD only to the extent necessary to refuse the request of third parties who are seeking to exercise an equivalent option on a specific compound included in the Library Compound Pool.

3.6.3 Infinity Covenant Regarding Exclusive Library Compounds. In addition to the license granted by Infinity to JJPRD set forth in Section 3.1.3 with respect to Exclusive Library Compounds, Infinity hereby covenants that from and after JJPRD’s exercise of the