DRUG DISCOVERY COLLABORATION AGREEMENT

Collaboration Agreement

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This Collaboration Agreement involves

CURIS INC | GENENTECH, INC.

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Title: DRUG DISCOVERY COLLABORATION AGREEMENT
Governing Law: California Date: 4/29/2005
Industry: BIOTRX Law Firm: Heller Ehrman White & McAuliffe LLP Sector: HEALTH

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E XHIBIT 10.1

C ONFIDENTIAL M ATERIALS OMITTED AND FILED SEPARATELY WITH THE

S ECURITIES AND E XCHANGE C OMMISSION . A STERISKS DENOTE OMISSIONS .

D RUG D ISCOVERY C OLLABORATION A GREEMENT

BETWEEN

G ENENTECH , I NC .

AND

C URIS , I NC .

T ABLE OF C ONTENTS


			Page
Article 1 Definitions			1

	[**]

Article 2 Research Program			9

	2.1	Research Program Overview.	9
	2.2	Joint Research Committee.	9
	2.3	Responsibilities Under the Research Plan.	10
	2.4	Proposal of Compounds as Lead Compounds.	10
	2.5	Information and Reports.	10
	2.6	Extension of Research Term.	11

Article 3 Rights and Responsibilities Generally and Outside of the Research Plan			12

	3.1	Genentech Funded FTEs.	12
	3.2	Costs Other than Genentech Funded FTEs.	13
	3.3	Curis Responsibilities.	13
	3.4	Development and Commercialization of Licensed Products.	13
	3.5	First Right to Negotiate License for Ex Vivo Applications.	14
	3.6	First Right to Negotiate License for Curis Compounds.	14
	3.7	Development by Curis Outside of Research Plan.	15

Article 4 Exclusivity / Independent Program for []**			15

	4.1	Exclusivity by Curis.	15
	4.2	Genentech Independent Program.	16

Article 5 Licenses			16

	5.1	Genentech License.	16
	5.2	Genentech Research License.	16
	5.3	Curis Research Licenses.	17
	5.4	License to Curis for Agonist Compounds.	17
	5.5	License to Curis for Ex Vivo Applications.	18
	5.6	Compounds Approved for Curis Work.	18
	5.7	No Implied Licenses.	18
	5.8	Sublicenses; Exercise of Licensed Rights by Third Parties.	18
	5.9	Payments to Third Parties.	18
	5.10	Maintenance of Licensed IP.	19

Article 6 License Fee, FTE Support and Milestone Payments			19

	6.1	License Fee.	19
	6.2	Payments for Genentech Funded FTEs; Outsourcing.	19
	6.3	Milestones.	19

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Article 7 Royalties			22

	7.1	Royalty Payments and Rates.	22
	7.2	Royalty Terms; Fully Paid Licenses.	22
	7.3	Royalty Offsets.	23
	7.4	Single Royalty.	23
	7.5	Payments, Reports and Audits.	24

Article 8 Materials; Intellectual Property			25

	8.1	Materials.	25
	8.2	Definition of Collaboration Inventions and Collaboration Patents.	25
	8.3	Inventorship.	26
	8.4	Disclosure.	26
	8.5	Ownership and Use.	26
	8.6	Patent Prosecution and Maintenance.	27
	8.7	Enforcement and Defense.	27
	8.8	Third Party Claims.	27

Article 9 Confidentiality			28

	9.1	Confidentiality.	28
	9.2	Disclosures.	28
	9.3	Continuing Obligation.	30
	9.4	Termination of Prior Agreements.	30

Article 10 Term; Termination			30

	10.1	Term.	30
	10.2	Termination by Genentech for Convenience.	30
	10.3	Termination by a Party for Material Breach.	31
	10.4	Termination by a Party for Bankruptcy.	32
	10.5	Other Effects of Termination; Survival.	32

Article 11 Representations and Warranties			33

	11.1	Mutual Representations and Warranties.	33
	11.2	Curis Representations and Warranties.	34
	11.3	Disclaimers.	34

Article 12 Indemnification; Limitation on Liability			34

	12.1	Losses Defined.	34
	12.2	Indemnification by Genentech.	34
	12.3	Indemnification by Curis.	35
	12.4	Limitation on Liability.	35

Article 13 Insurance			35

	13.1	Coverages.	35
	13.2	Additional Requirements.	36

Article 14 Dispute Resolution			36

	14.1	Internal Resolution.	36

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	14.2	Arbitration.	36
	14.3	Patent Validity.	37

Article 15 Miscellaneous			37

	15.1	Assignment.	37
	15.2	No Right to Use Names.	37
	15.3	Notices.	38
	15.4	Relationship of the Parties.	39
	15.5	Entire Agreement.	39
	15.6	Amendment; Waiver.	39
	15.7	Governing Law.	39
	15.8	Construction.	39
	15.9	Captions.	39
	15.10	Legal Compliance; Severability.	39
	15.11	Force Majeure.	39
	15.12	Counterparts; Facsimiles.	40

Exhibits

Exhibit A Excluded Genentech IP

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D RUG D ISCOVERY C OLLABORATION A GREEMENT

T HIS D RUG D ISCOVERY C OLLABORATION A GREEMENT (“Agreement”) is made and entered into, effective as of April 1, 2005 (“Effective Date”), by and between Genentech, Inc., a Delaware corporation, having a principal place of business at 1 DNA Way, South San Francisco, California 94080 (“Genentech”) and Curis Inc., a Delaware corporation, having a principal place of business at 61 Moulton Street, Cambridge, Massachusetts 02138 (“Curis”), (collectively, the “Parties” or individually, a “Party”).

R ECITALS

A. Curis possesses proprietary technologies, including small molecules and biological screening assays, relating to [**] (as defined below). In addition, Curis possesses significant biological expertise in the discovery of drugs that modulate regulatory pathways, such as [**], that control repair and regeneration.

B. Genentech is engaged in the research, development, manufacture and sale of pharmaceutical products.

C. Curis and Genentech desire to enter into a collaborative relationship for, among other purposes, the discovery and characterization of compounds that modulate [**].

A GREEMENT

N OW<