EX-10.1 COLLABORATION AND LICENSE AGREEMENT DATED DECEMBER 19, 2006

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EXHIBIT 10.1

PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE
SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING
CONFIDENTIAL TREATMENT UNDER RULE 24B-2 OF THE EXCHANGE ACT.

COLLABORATION AND LICENSE AGREEMENT

BY AND BETWEEN

ALTUS PHARMACEUTICALS INC.

AND

GENENTECH, INC.

DATED AS OF DECEMBER 19, 2006

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This COLLABORATION AND LICENSE AGREEMENT (this "Agreement"), dated as of
December 19, 2006 (the "Execution Date"), is made by and between Altus
Pharmaceuticals Inc., a Delaware corporation having its principal office at 125
Sidney Street, Cambridge, Massachusetts, 02139 ("Altus"), and Genentech, Inc., a
Delaware corporation having its principal office at 1 DNA Way, South San
Francisco, CA 94080 ("Genentech"). Altus and Genentech may each be referred to
as a "Party" or together, the "Parties".

WHEREAS, Altus is engaged in the development and commercialization of
protein therapeutics for patients with chronic gastrointestinal and metabolic
diseases and is currently developing a drug product candidate, known as
ALTU-238, for the treatment of patients with growth hormone disorders; and

WHEREAS, Genentech has significant experience in the development and
commercialization of drug products, particularly growth hormone products, and
can make significant contributions to the successful development and
commercialization of Products (as defined below) in the Licensed Territory (as
defined below);

NOW, THEREFORE, in consideration of the mutual promises and agreements
contained herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Parties agree as follows:

ARTICLE I
DEFINITIONS; CONSTRUCTION

1.1 Defined Terms.

1.1.1 "Accounting Standards" means United States Generally Accepted
Accounting Principles, consistently applied.

1.1.2 "Acquisition" means (a) a merger, reorganization or
consolidation of a Party with a Third Party that results in the shareholders of
such Party receiving less than fifty percent (50%) of the combined voting power
of the surviving entity immediately after such merger, reorganization or
consolidation, (b) a Third Party becoming the direct or beneficial owner of
fifty percent (50%) or more of the combined voting power of the outstanding
securities or outstanding share of common stock of such Party, (c) the
stockholders of a Party have approved of a plan or proposal for the liquidation
or dissolution of the company, or (d) the sale, lease, exchange or other
transfer (in one transaction or a series of related transactions) of all or
substantially all of such Party's assets which relate to this Agreement to a
Third Party.

1.1.3 "Act" means both the United States Federal Food, Drug, and
Cosmetic Act, as amended from time to time, and the regulations promulgated
under the foregoing.

1.1.4 "Adverse Drug Experience" means any of the following: an
"adverse drug experience," a "life-threatening adverse drug experience," a
"serious adverse drug experience," or an "unexpected adverse drug experience,"
as those terms are defined at either 21 C.F.R. Section 312.32 or 21 C.F.R.
Section 314.80, or their equivalents under Laws of jurisdictions outside the
United States.

PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE
SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING
CONFIDENTIAL TREATMENT UNDER RULE 24B-2 OF THE EXCHANGE ACT.

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1.1.5 "Affiliate" means, with respect to a Party, any other Person
that directly or indirectly controls, is controlled by or is under common
control with such Party. For purposes of this definition, "control" (including,
with correlative meanings, "controlled by", "controlling" and "under common
control with") means possession, direct or indirect, of (a) the power to direct
or cause direction of the management and policies of such Party (whether through
ownership of securities or other ownership interests), or (b) greater than 50%
of the voting securities (whether directly or pursuant to any option, warrant or
other similar arrangement) or other comparable equity interests. Notwithstanding
that Genentech and Roche Holdings Ltd. ("Roche") are Affiliates in accordance
with the foregoing, for purposes of this Agreement, with respect to Genentech,
the term "Affiliate" shall not include Roche and its successors, or any entity
that controls, is controlled by or is under common control with Roche, in each
case that is not controlled by Genentech. For the avoidance of doubt, neither of
the Parties shall be deemed to be an "Affiliate" of the other. A "Controlled
Affiliate" is an Affiliate that is controlled by the applicable Party.

1.1.6 "Allocable Overhead" means costs incurred by a Party or for its
accounts that are attributable to a Party's (a) [***] services, (b) [***] and
[***] (excluding [***] charges for [***] and [***]), (c) [***] and [***]
functions, (d) [***] costs and (e) [***] costs (to the extent not directly
charged), which, in each case, are reasonably allocated to company departments
or functions utilized to support the activities under this Agreement based on
[***] or [***] or [***] consistently applied by a Party.

1.1.7 "ALTU-238" means any pharmaceutical product containing a [***],
including [***] ALTU-238.

1.1.8 "Altus Housemark" means the name and logo of Altus, or an
Affiliate of Altus, as identified by Altus to Genentech from time to time.

1.1.9 "Altus Know-How" means Know-How that (a) is Controlled by Altus
as of the Effective Date or during the Term and (b) is necessary or useful to
research, develop, make, use, sell, offer for sale, or import any Formulation or
Product in the Field; excluding Collaboration Technology.

1.1.10 "Altus Patents" means those Patent Rights that (a) are
Controlled by Altus as of the Effective Date or during the Term and (b) are
necessary or useful to research, develop, make, use, sell, offer for sale, or
import any Formulation or Product in the Field, including the Patent Rights set
forth in Schedule 1.1.10 (which Schedule, shall be updated by Altus from time to
time); excluding Collaboration Technology.

1.1.11 "Altus Technology" means Altus Patents and Altus Know-How.

1.1.12 "Approval Application" means the submission to the relevant
Regulatory Authority of an appropriate application, such as an NDA, seeking a
Marketing Authorization for a Product.

1.1.13 "Bankruptcy Code" means Title 11 of the United States Code, as
amended from time to time.

PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE
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1.1.14 "Business Day" means a day that is not a Saturday, Sunday or
public holiday in South San Francisco, California or Cambridge, Massachusetts.

1.1.15 "Calendar Quarter" means for each Calendar Year, any of the
three (3) month periods ending March 31, June 30, September 30, and December 31;
provided, that the first Calendar Quarter for the first Calendar Year shall
extend from the Effective Date to the end of the calendar quarter in which the
Effective Date falls.

1.1.16 "Calendar Year" means, for the first Calendar Year, the period
commencing on the Effective Date and ending on December 31 of the calendar year
during which the Effective Date occurs, and each successive period beginning on
January 1 and ending twelve (12) consecutive calendar months later on December
31.

1.1.17 "Collaboration Know-How" means all Know-How first conceived, or
otherwise first created, in furtherance of and as a direct result of activities
under this Agreement (including under the Development Plan or Commercialization
Plan): (i) which activities were [***] the [***] of the [***] or [***], or were
[***], either in whole or in any part, by [***] as [***] or other [***] or [***]
by [***] under this Agreement, including under Section [***], [***] or [***] or
use any [***] in support of such activities under this Agreement, which Know-How
was conceived or created [***] by [***] and/or its respective employees,
contractors or consultants or [***] by [***] and/or its respective employees,
contractors or consultants [***] and [***] and/or their respective employees,
contractors or consultants on the other hand; (ii) which Know-How was conceived
or created jointly by the Parties and/or their employees, contractors or
consultants; or (iii) which Know-How was conceived or created [***] by [***]
and/or its respective employees, contractors or consultants, excluding any
Know-How [***] to the [***] of a [***]. Collaboration Know-How shall exclude
Collaboration Patents.

1.1.18 "Collaboration Patents" means all Patent Rights which claim
Collaboration Know-How.

1.1.19 "Collaboration Technology" means Collaboration Know-How and
Collaboration Patents.

1.1.20 "Commercially Reasonable Efforts" means the carrying out of
obligations under this Agreement using those efforts and resources as would be
expended on, or committed to, a development or commercialization program of
[***] and [***], at a [***] in development or product life, [***] and [***], and
[***] of the [***] or to be [***], taking into account the following factors to
the extent reasonable and relevant: issues of [***] the Product, [***] Third
Party products, the [***] or other [***] of the Product and/or Third Party
products, the [***] involved and the [***], and [***] and [***].

1.1.21 "Competing Product" means a pharmaceutical product containing
[***], other than a Product, that is being or has been developed [***] or [***].

1.1.22 "Complexed" means any association of a [***] with [***],
including a [***] of a [***] and a [***], or other association.

PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE
SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING
CONFIDENTIAL TREATMENT UNDER RULE 24B-2 OF THE EXCHANGE ACT.


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1.1.23 "Compound" means synthetic, natural or recombinant human growth
hormone or any of its active fragments, analogues derivatives or other variants.

1.1.24 "Confidential Information" means all confidential or
proprietary information, materials or data (including Know-How), whether
provided in written, oral, graphic, video, computer, or other form, provided or
transmitted by or on behalf of one Party (the "Disclosing Party") to the other
Party (the "Receiving Party"), including information relating to the Disclosing
Party's existing or proposed research, development efforts, Patent Rights,
Know-How, business, finances (including all financial information subject to
review under or prepared by accountants pursuant to Section 9.15 or provided
pursuant to Section 9.21) or products (including Product training materials
contemplated by Section 7.5.2, the Development Plan and the Commercialization
Plan), and the existence of and terms of this Agreement. Notwithstanding the
foregoing sentence, Confidential Information shall not include any information,
materials or data that the Receiving Party can demonstrate:

(a) were already known to the Receiving Party (other than under an
obligation of confidentiality) at the time of disclosure by the Disclosing
Party;

(b) were generally available to the public or otherwise part of the
public domain at the time of disclosure by the Disclosing Party;

(c) became generally available to the public or otherwise part of the
public domain after disclosure or development, as the case may be, other than
through any act or omission of the Receiving Party in breach of the Receiving
Party's confidentiality obligations to the Disclosing Party;

(d) were disclosed to the Receiving Party, other than under an
obligation of confidentiality, by a Third Party who had no obligation to the
Disclosing Party not to disclose such information to others;

(e) were independently discovered or developed, as the case may be, by
or on behalf of the Receiving Party by Persons without the use of or reliance on
the Disclosing Party's Confidential Information; or

(f) released from the restrictions set forth in this Agreement by the
express prior written consent of the Disclosing Party.

1.1.25 "Consumer Price Index" or "CPI" means the Consumer Price Index
- Urban Wage Earners and Clerical Workers, U.S., All Items, 1982-84 = 100,
published by the United States Department of Labor, Bureau of Labor Statistics
(or its successor equivalent index).

1.1.26 "Control" or "Controlled" means the possession by a Party or
its Controlled Affiliates, as of the Effective Date or during the term of this
Agreement, of (i) with respect to materials, data or information, physical
possession or the right to such physical possession of those items and the right
to provide such materials, data or information to the other Party, and (ii) with
respect to intellectual property or other intangible rights, rights (whether by

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ownership or license other than a licensed granted under this Agreement)
sufficient to grant the applicable license or sublicense under this Agreement;
in each case without violating the terms of any agreement with any Third Party.

1.1.27 "Co-Promote" or "Co-Promotion" means the performing of sales
calls by Altus or Genentech Sales Representatives to specific customer targets
and to medical staff associated with those customer targets in the Co-Promote
Territory under the Product Trademark(s), as more specifically described and to
the extent permitted by ARTICLE VII. "Co-Promote" when used as a verb means to
engage in such Co-Promotion.

1.1.28 "Cover", "Covering" or "Covered" means, with respect to a
Product, that the using, selling, or offering for sale of such Product would,
but for ownership of, or a license granted under this Agreement to, the relevant
Patent Rights infringe a Valid Claim of the relevant Patent Rights in the
country in which the activity occurs.

1.1.29 "Development Costs" means the costs actually incurred by or on
behalf of a Party, including [***], for [***] of the [***] of a Product
conducted [***], or by [***] or [***], [***] for the purpose of [***] for the
purpose of submission to a Governmental Authority to [***] Marketing
Authorization of a Product. The "Development Costs" shall also include expenses
for [***] and [***] Costs for [***] of such Product.

1.1.30 "Development Plan" means the plan for the development of, and
pursuit of Marketing Authorization for, Products in the North American
Territory.

1.1.31 "Effective Date" means the date, on or after the HSR Clearance
Date, on which (i) Genentech has received from Altus a certificate, signed by a
duly authorized officer of Altus, that the representations and warranties of
Altus set forth in Section 11.2 are true and correct as if made on and as of
such date, or (ii) Genentech has waived, in writing, the requirement set forth
in (i) above.

1.1.32 "FDA" means the United States Food and Drug Administration and
any successor agency thereto.

1.1.33 "Field" means the prevention, treatment or control of any
disease or condition in humans.

1.1.34 "First Commercial Sale" means the first commercial sale of a
Product to an end user in a country in the Licensed Territory after receipt of
Marketing Authorization for such country.

1.1.35 "Formulation" means any composition containing [***].

1.1.36 "FTC" means the United States Federal Trade Commission.

1.1.37 "FTE" means a full-time equivalent person year (consisting of a
total of [***] hours per year or [***] hours per quarter) of [***] work.

PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE
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1.1.38 "Fully Burdened Manufacturing Costs or "FBMC" means one hundred
percent (100%) of the costs incurred by the manufacturing Party that are
attributable to manufacturing of a Product or Compound, including without
limitation the [***] of goods produced as determined in accordance with GAAP by
the Party manufacturing or contracting with a Third Party [***] of the
manufacturing process (i.e., bulk, fill/finish), including [***], plus [***].

1.1.39 "Genentech Housemark" means the name and logo of Genentech or
an Affiliate of Genentech as identified by Genentech to Altus from time to time.

1.1.40 "Genentech Know-How" means Know-How that (a) is Controlled by
Genentech as of the Effective Date or during the Term and (b) is necessary to
develop, make, use, sell, offer for sale or import a Product in the Field;
excluding Collaboration Technology; but excluding any Know-How related to the
manufacture of a Compound.

1.1.41 "Genentech Patents" means those Patent Rights that (a) are
Controlled by Genentech as of the Effective Date or during the Term and (b)
claim a Compound, Formulation or Product (or their manufacture or use) in the
Field; but excluding Collaboration Technology and any Patent Rights related to
the manufacture of a Compound.

1.1.42 "Genentech Technology" means Genentech Patents and Genentech
Know-How.

1.1.43 "Governmental Authority" means any applicable government
authority, court, tribunal, arbitrator, agency, legislative body, commission or
other instrumentality of (a) any government of any country or territory, (b) any
state, province, county, city or other political subdivision thereof or (c) any
supranational body.

1.1.44 "Housemark" means, when used in connection with Altus, the
Altus Housemark, and, when used in connection with Genentech, the Genentech
Housemark.

1.1.45 "HSR Act" means the Hart-Scott-Rodino Antitrust Improvements
Act of 1976, as amended (15 U.S.C. Section 18a), and the rules and regulations
promulgated thereunder.

1.1.46 "HSR Clearance Date" means the date on which (i) the Parties
shall have complied with all applicable requirements of the HSR Act, and (ii)
any applicable waiting period specified in the HSR Act, including any extensions
thereof, shall have expired or been terminated; provided that (a) no judicial or
administrative proceeding opposing consummation of all or any part of this
Agreement shall be pending; (b) no injunction (whether temporary, preliminary or
permanent) prohibiting consummation of the transactions contemplated by this
Agreement or any material portion hereof shall be in effect; and (c) no
requirements or conditions shall have been formally requested or imposed by the
DOJ or FTC in connection therewith that are not satisfactory to the Parties.

1.1.47 "Improved Formulations" means any Know-How and Patent Rights
Controlled by Altus as of the Effective Date or during the Term that relate to
[***] of [***] or [***] other than [***].

PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE
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1.1.48 "Initial Indications" means (a) [***] and (b) [***].

1.1.49 "Know-How" means any and all technical information, data,
ideas, test results, inventions, instructions, processes, knowledge, techniques,
discoveries, formulae, specifications, designs, regulatory filings, and
biological or other materials (including biological, chemical, toxicological,
physical and analytical, safety, manufacturing and quality control data and
information) and other information (whether or not patentable). Know-How
excludes Patent Rights.

1.1.50 "Laws" means all applicable laws, statutes, rules, regulations,
orders, judgments, injunctions, ordinances or other pronouncements having the
binding effect of law of any Governmental Authority in the Licensed Territory.

1.1.51 "Licensed Territory" means (a) North American Territory, and
(b) upon exercise of the option set forth in Section 2.1, the Option Territory.

1.1.52 "Loss" or "Losses" means any and all (a) losses, liabilities,
damages, fines, penalties, costs or expense (including, without limitation,
reasonable attorneys' fees and other expenses of litigation).

1.1.53 "Major European Country" means the [***].

1.1.54 "Marketing Authorization" means, with respect to a country, all
approvals, licenses, registrations and regulatory authorizations required to
make, store, import, transport, market and sell a Product in such country as
granted by the relevant Regulatory Authority. For countries where Regulatory
Authority approval is required for pricing or reimbursement for Product,
"Marketing Authorization" shall not be deemed to occur until such pricing or
reimbursement approval is obtained.

1.1.55 "NDA" means a complete "application" or "New Drug Application"
as defined in 21 C.F.R. 314.3 and containing the content, and in the format,
required by 21 C.F.R. Part 314, Subpart B, or a corresponding application with a
regulatory agency in a country other than the United States, together with all
additions, deletions, and supplements thereto.

1.1.56 "Net Sales" means the gross amounts invoiced by a Party, its
Affiliates and sublicense licensees for, in the case of Genentech, sales of
Products, and, in the case of Altus, Termination Products and other products (in
each case, in final form for end use) "as used in this definition "products"),
less the following deductions:

(a) trade, quantity and cash discounts or rebates;

(b) refunds, chargebacks and any other allowances that effectively
reduce the net selling price;

(c) actual product returns, credits and allowances allowed to
customers, credits and allowances for wastage replacement and bad debts;

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(d) credits and allowances for [***] and similar programs, to the
extent such credits and allowances do not exceed one and [***] of gross amounts
invoiced for products (prior to these deductions (a)-(j));

(e) rebates paid or credited to any Governmental Authority (or branch
thereof) or to any Third Party payor, administrator or contractee;

(f) discounts mandated by or granted to meet the requirements of Law,
including required chargebacks and retroactive price reductions;

(g) [***], and inventory management fees, discounts or credits;

(h) commissions related to import or distribution of products paid to
Third Parties (excluding sales personnel, sales representatives and sales agents
who are employees or consultants of the selling Party, its Affiliates or their
respective sublicensees);

(i) transportation, freight, data, postage charges and other charges,
such as insurance, related to the handling or distribution of products or
services provided in connection with the handling or distribution of products
(to the extent not paid by a Third Party customer); and

(j) taxes, excises or other governmental charges or duties upon or
measured by the production, sale, transportation, import, export, delivery or
use of products.

All of the foregoing elements of Net Sales calculations shall be determined
on an accrual basis in accordance with Accounting Standards.

The Steering Committee shall determine an [***] following the deductions
set forth in (a) through (j) above, [***] relating to products.

Sales between or among a Party and its Affiliates, and their respective
sublicensees, shall be excluded from the computation of Net Sales, but Net Sales
shall include the first sales to Third Parties by any such Affiliates or
sublicensees.

Notwithstanding anything else in this Section, the supply or other
disposition of products as (i) samples, (ii) for use in non-clinical or clinical
studies, (iii) for use in any tests or studies reasonably necessary to comply
with any Law, regulation or request by a regulatory or Governmental Authority or
as is otherwise reasonable and customary in the industry, in each case shall not
be included within the computation of Net Sales.

In the event a product is sold in combination with, or contains, one or
more other active ingredients which are not the subject of this Agreement (as
used in this definition of Net Sales, a "Combination"), then the gross amount
invoiced for that product shall be calculated by multiplying the gross amount
invoiced for such Combination by the [***], where [***] is the gross amount
invoiced for the product sold separately and [***] is the gross amount invoiced
for the other active ingredient(s) sold separately. In the event that the other
active ingredient is not

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sold separately, then the [***] for that product shall be calculated by
multiplying the gross amount invoiced for the Combination by the [***], where
[***] is the gross invoice amount for the product, if sold separately, and [***]
is the gross invoice amount for the Combination. In the event that no such
separate sales are made, Net Sales for royalty determination shall be determined
by the Parties in good faith.

Where (A) the consideration for products includes [***]; or (B) products
are transferred by the selling Party, its Affiliate, or a respective
sublicensee, in any manner other than an arms-length, invoiced sale, the Net
Sales applicable to any such transaction shall be the [***] in the [***] of the
Territory. The fair market value shall be determined, wherever possible, by
reference to the [***] of the relevant product in [***] in the [***].

1.1.57 "North American Territory" means the United States of America
(and its territories and possessions), Canada and Mexico.

1.1.58 "Option Territory" means every territory in the world that is
not part of the North American Territory.

1.1.59 "Patent Rights" means all patents and patent applications,
including 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
supplementary 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, or as applicable portions
thereof or individual claims therein.

1.1.60 "Person" means any individual, partnership, joint venture,
limited liability company, corporation, firm, trust, association, unincorporated
organization, Governmental Authority or any other entity not specifically listed
herein.

1.1.61 "Phase II Clinical Trial" means a human clinical trial in any
country in the Licensed Territory that would satisfy the requirements of 21
C.F.R. Section 312.21(b).

1.1.62 "Phase III Clinical Trial" means a human clinical trial in any
country in the Licensed Territory that would satisfy the requirements of 21
C.F.R. Section 312.21(c).

1.1.63 "Polycation Collaboration Technology" means that [***], and
[***] in the event that [***] is [***] pursuant to Section [***], solely to the
extent that such [***] and, if applicable, [***], claims or relates directly to
[***].

1.1.64 "Product" means any pharmaceutical product containing a
Formulation, and not any other active pharmaceutical ingredient that is not a
Compound which active pharmaceutical ingredient is Covered by a Valid Claim
within the Altus Technology or that uses or embodies Altus Know-How.

1.1.65 "Product Reversion Package" means, with respect to a particular
Termination Product: (i) copies of any data and materials Controlled by
Genentech and made or

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developed in the course of developing such Termination Product hereunder that
are necessary for the continued development or commercialization of such
Termination Product (including any information regarding safety, efficacy,
toxicity, and potential side effects), (ii) all of Genentech's right, title and
interest in and to any agreements between Genentech and Third Parties that are
[***], (iii) to the extent [***] as of the effective date of such termination;
(iv) [***] all regulatory filings and Marketing Authorizations Controlled by
Genentech and specific to such Termination Product; (v) a right of reference to
the applicable drug master files, or the equivalent, necessary to obtain or
maintain Marketing Authorization for such Termination Product; and (vi) subject
to the terms of Section [***] and any licenses or sublicenses granted by
Genentech to a Third Party, a non-exclusive, non-sublicensable, non-transferable
license under the Genentech Technology and Genentech Collaboration Technology as
necessary to make, have made, use, sell, offer for sale and import such
Termination Product.

1.1.66 "Product Trademark" means the trademark(s) used by Genentech in
connection with the distribution, marketing, promotion and sale of a Product or
accompanying logos, trade dress or indicia of origin, but excluding Housemarks.

1.1.67 "Regulatory Authority" means the FDA or any other counterpart
or additional Governmental Authority responsible for granting applicable
Marketing Authorizations.

1.1.68 "Sales FTE Rate" means the annual rate to be payable at [***],
increased or decreased by the percentage increase or decrease in the Consumer
Price Index as of the then most recent December 31 over the level of the CPI as
of December 31, 2006, and calculation of the rate of payment for such FTE to be
pro-rated on a daily basis (per annum amount to be divided by [***] to produce
the rate per whole day consisting of eight hours).

1.1.69 "Sales Representative" means an individual who engages in
Co-Promotion of Products and who has been trained in accordance with Section
7.5.3.

1.1.70 "Third Party" means any Person other than Genentech or Altus or
any Affiliate of either Party.

1.1.71 "Valid Claim" means claim of an issued and unexpired patent
that has not been revoked or held unenforceable or invalid by a final decision
of a court or other Governmental Authority of competent jurisdiction, and that
has not been disclaimed, denied or admitted to be invalid or unenforceable
through reissue or disclaimer or otherwise.

1.1.72 Other Terms. The definition of each of the following terms is
set forth in the section of this Agreement indicated below:

<TABLE>
<CAPTION>
Term Section
---- -------
<S> <C>
1974 Convention 16.6
AAA 14.2(a)
AGHD 1.1.48
Agreement Preamble
</TABLE>

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<TABLE>
<CAPTION>
Term Section
---- -------
<S> <C>
Altus Preamble
Altus Co-Promote Opt-Out 7.8.3
Altus Parties 13.1
AMA 7.5.4
AMA Guidelines 7.5.4
Combination 1.1.56
Confidentiality Agreement 15.5
Commercialization Plan 7.3
Controlled Affiliate 1.1.5
Co-Promote Territory 7.2
Decision Period 2.7.2
Disclosing Party 1.1.24
Effective Date Preamble
Exchange 15.6.3
Genentech Preamble
Genentech Collaboration Technology 10.1.3(a)
Genentech Option 2.1.1
Genentech Parties 13.2
HSR Filings 12.7
Indemnified Party 13.3
Indemnifying Party 13.3
Initial Co-Promotion Period 9.12
Joint Collaboration Technology 10.1.3(b)
Joint Other Inventions 10.3
Joint Project Team or JPT 3.1
License 2.2.3
Option Period 2.1.1
Other Inventions 10.3
Outside Patent Counsel 10.5.4
Parties Preamble
Party Preamble
PGHD 1.1.48
PhRMA 7.5.4
PhRMA Code 7.5.4
PHS Act 7.5.4
Prosecution or Prosecute 10.5.1
Quality Agreement 6.3
Recalls 5.5
Receiving Party 1.1.24
Royalties 9.8, 9.9, 12.9
Royalty Report 9.11
Royalty Term 9.8.5
Severed Clause 16.8
Term 12.1
</TABLE>

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<TABLE>
<CAPTION>
Term Section
---- -------
<S> <C>
Termination Date 12.1
Termination Product 12.8.1
Third Party Claims 13.1
</TABLE>

1.2 Captions; Certain Conventions; Construction. All captions herein are
for convenience only and shall not be interpreted as having any substantive
meaning. The Schedules and Exhibits to this Agreement are incorporated herein by
reference and shall be deemed a part of this Agreement. Unless otherwise
expressly provided herein or the context of this Agreement otherwise requires,
(a) words of any gender include each other gender, (b) words such as "herein",
"hereof", and "hereunder" refer to this Agreement as a whole and not merely to
the particular provision in which such words appear, (c) words using the
singular shall include the plural, and vice versa, (d) the words "include,"
"includes" and "including" shall be deemed to be followed by the phrase "but not
limited to", "without limitation", "inter alia" or words of similar import, and
(e) references to "ARTICLE," "Section," "subsection", "clause" or other
subdivision, or to a Schedule or Exhibit, without reference to a document are to
the specified provision, Schedule or Exhibit of this Agreement. In the event of
any conflict between the operative terms of this Agreement and any Schedule or
Exhibit, the operative terms of this Agreement shall prevail. This Agreement
shall be construed as if the Parties drafted it jointly.

ARTICLE II
GRANT OF RIGHTS; OPTIONS

2.1 Option Territory.

2.1.1 Genentech Option. Genentech shall have the exclusive option,
until the later of [***] days following the [***] or [***] ("Option Period"), to
include the Option Territory within the Licensed Territory (the "Genentech
Option"). The Option Period shall be extended for a period of [***] upon the
request of Genentech. The Option Period also may be extended upon agreement of
the Parties.

2.1.2 Option Exercise. In order to exercise the Genentech Option,
Genentech must provide Altus with written notice thereof at any time within the
Option Period. Upon Genentech's exercise of the Genentech Option, the Option
Territory shall become part of the Licensed Territory.

2.2 Grant by Altus.

2.2.1 Exclusive License. Subject to the terms and conditions of, this
Agreement, Altus hereby grants to Genentech an exclusive right and license, with
the right to grant sublicenses (subject only to Section 2.2.4) under the Altus
Technology and Altus's interest in and to the Joint Collaboration Technology to
(i) make (and have made), use, and import Formulations and Products in the Field
in the Licensed Territory and (ii) sell and offer for sale Products in the Field
in the Licensed Territory.

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2.2.2 Non-Exclusive License. As applicable prior to the expiration of
the Option Period or if Genentech does not exercise the Genentech Option, Altus
further grants to Genentech a non-exclusive right and license, with the right to
grant sublicenses (subject only to Section 2.2.4), under the Altus Technology to
(i) make (and have made, subject to Section 2.2.4) Formulations and Products in
the Field in the Option Territory, and (ii) to use, and import (but not sell or
offer for sale) Formulations and Products in the Field in the Option Territory;
in each case of (i) and (ii) above, solely for the purpose of developing
Formulations and Products and commercializing Products in the Field in the
Licensed Territory.

2.2.3 License Defined. The licenses granted under this Section 2.2 are
referred to collectively as the "License".

2.2.4 Sublicensing by Genentech.

(a) The License includes the right by Genentech to grant sublicenses;
provided that [***]. No consent shall be required from Altus for any sublicense
granted by Genentech to [***].

(b) Any sublicense granted by Genentech under the License must be
granted pursuant to a written agreement that contains terms regarding the
confidentiality and use of Altus Know-How and Altus's Confidential Information
substantially similar to those contained in this Agreement. In the event of any
such sublicense, Genentech shall continue to remain primarily liable for all
liabilities and obligations under this Agreement, including the payment
obligations set forth in ARTICLE IX.

2.3 Grants by Genentech.

(a) Conduct of Development Plan. Subject to the terms and conditions
of this Agreement, Genentech hereby grants to Altus a non-exclusive,
non-transferable, non-sublicenseable right and license under the (i) Genentech
Technology, (ii) Genentech Collaboration Technology, (iii) Altus Technology (to
the extent licensed to Genentech pursuant to Section 2.2.1) and (iv) [***]; in
each case to make and use (but not sell, offer for sale or import) Products in
the Field in the North American Territory (a) [***] for Altus to perform those
development activities with respect to a Formulation or Product to be performed
by Altus pursuant to Section 4.4 and (b) to conduct certain other activities
[***].

(b) Co-Promotion. Subject to the terms of this Agreement, Genentech
hereby grants to Altus a non-exclusive, non-transferable, non-sublicenseable,
right and license under the (i) Genentech Technology, (ii) Genentech
Collaboration Technology, (iii) Altus Technology (to the extent licensed to
Genentech pursuant to Section 2.2.1) and (iv) [***]; in each case [***] to
Co-Promote Products in the Co-Promote Territory in the Field in accordance with
the Commercialization Plan and ARTICLE VII, and in accordance with the
requirements of all applicable Marketing Authorizations.

(c) [***] Technology. Subject to the terms of this Agreement
(including Section 9.9), Genentech hereby grants to Altus a non-exclusive,
non-transferable right and license under the [***] Technology to make, use,
sell, offer for sale or import any product that is

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not a Formulation or Product in the Licensed Territory, and any product outside
of the Licensed Territory. Any sublicense granted by Altus to an Affiliate or
Third Party under the [***] Technology must be granted pursuant to a written
agreement. In the event of any such sublicense, Altus shall continue to remain
primarily liable for all liabilities and obligations under this Agreement,
including the payment obligations set forth in Section 9.9.

(d) Genentech Housemarks. Subject to the terms of this Agreement,
Genentech hereby grants to Altus a non-exclusive, non-transferable,
non-sublicenseable, right and license to use the Genentech Housemarks and
Product Trademarks solely in connection with Altus's Co-Promotion of Products in
the Co-Promote Territory in the Field in accordance with the requirements of the
applicable Marketing Authorizations, and to such limited extent as set forth in
the Commercialization Plan and ARTICLE VII. All Genentech Housemarks and Product
Trademarks are and shall remain the sole and exclusive property of Genentech and
all use thereof and goodwill associated therewith shall inure to the benefit of
Genentech.

2.4 No Implied Licenses. Except as expressly set forth in this Agreement,
nothing contained in this Agreement shall be construed as conferring to either
Genentech or Altus, by implication, estoppel, or otherwise, any option, license
or right under the Genentech Technology, Altus Technology, Collaboration
Technology or any other Patent Rights or other intellectual property rights held
by Genentech or Altus.

2.5 Section 365(n) of the Bankruptcy Code. The rights and licenses granted
under or pursuant to any Section of this Agreement, including under Sections 2.2
and 2.3, are rights to "intellectual property" (as defined in Section 101(35A)
of the Bankruptcy Code). Each Party shall retain and may fully exercise all of
its rights and elections under the Bankruptcy Code or equivalent legislation in
any jurisdiction other than the United States. Upon the bankruptcy of either
Party and the occurrence of the events described in 11 U.S.C. Sections 365(n)(3)
or 365(n)(4), the other Party shall further be entitled to a complete duplicate
of, or complete access to, as appropriate, any such intellectual property, and
such intellectual property, if not already in its possession, shall be promptly
delivered to such other Party, unless the Party in bankruptcy elects to
continue, and continues, to perform all of its obligations under this Agreement.

2.6 Exclusivity. Beginning on the Effective Date and for a period of [***]
following the Effective Date, Genentech shall not, alone or in collaboration
with a Third Party or Affiliate, [***] for the Licensed Territory. Beginning on
the Effective Date and for a period of [***] from the [***], Genentech shall
not, alone or in collaboration with a Third Party or Affiliate, [***].

2.7 Right of First Negotiation for [***].

2.7.1 Notification of [***]. From time to time, but in no event less
than once per year, Altus shall provide Genentech with a report, in writing, of
all [***]. The report shall be in a form and contain a sufficient level of
detail to provide Genentech with enough information to evaluate the nature and
applications of the [***].

2.7.2 [***] Rights. Altus agrees that, prior to licensing,
transferring or otherwise conveying or granting rights to any Third Party to any
[***], or if so requested by Genentech, the Parties will in good faith discuss
and negotiate a license to Genentech covering

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[***] for use, development and commercialization. If Altus and Genentech cannot
agree on the terms and conditions of any such license within [***] of commencing
such negotiations, then Altus may negotiate the terms and conditions of a
license covering [***] with a Third Party; provided, however, that in each case,
prior to licensing [***] to a Third Party, Altus shall be obligated to offer to
Genentech a license on substantially the same terms and conditions as negotiated
with the Third Party. If Genentech does not accept such terms and conditions for
such license [***] of the date of offer by Altus (the "Decision Period"), then
Altus may enter into the license covering such [***] with the Third Party;
provided that if Altus does not enter into such license with such Third Party
[***] shall again be subject to the provisions of this Section 2.7.2.

ARTICLE III
GOVERNANCE; EXCHANGE OF INFORMATION

3.1 Committees. In order to fulfill the objectives of this Agreement, the
Parties shall establish a "Steering Committee". The members of the Steering
Committee, as designated in equal numbers by each Party, shall be appropriate
for the tasks then being undertaken and the stage of development, in terms of
their seniority, availability, function in their respective organizations,
training and experience. The Steering Committee shall have two co-chairpersons,
one designated by each of Altus and Genentech. From time to time, the Steering
Committee may establish "Joint Project Teams" ("JPTs") to oversee particular
projects or activities; those JPTs will be constituted as the Steering Committee
approves. It is the intent of the Parties that the Parties shall have, through
the Steering Committee or one or more JPTs, a forum for communication with
respect to the development, commercialization and manufacture of Products to the
degree both Parties continue to have responsibilities for aspects of
development, commercialization, and manufacture as dictated by this Agreement.

3.2 Meetings. The co-chairpersons of the Steering Committee shall call
meetings at least once per Calendar Quarter or as otherwise mutually agreed.
Steering Committee meetings may be held in person, by telephone, or by video
conference call. The location of any in-person Steering Committee meeting shall
alternate between United States sites selected by each co-chairperson, unless
otherwise agreed. The decisions of the Steering Committee shall be by a vote of
the co-chairpersons, each co-chairperson having one vote, and all decisions
shall be by unanimous consent of the co-chairpersons, except as provided in
Section 3.4. Additional participants may be invited by any representative of the
Steering Committee to attend meetings when and where deemed appropriate by the
co-chairpersons and provided that such additional participants are bound by
appropriate confidentiality obligations. Each Party's representatives on the
Steering Committee shall act in good faith to resolve all matters presented to
them as cooperatively and expeditiously as possible. Each Party shall be
responsible for expenses incurred by its employees and its members of the
Steering Committee and any established JPTs in attending or otherwise
participating in meetings.

3.2.1 Meeting Minutes. The Steering Committee shall record all
decisions made, and otherwise take minutes as appropriate. Responsibility for
keeping minutes will alternate between the Parties, beginning with Genentech.
Steering Committee meeting minutes will be sent to each Party's co-chairperson
for review as soon as practicable after a meeting.

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3.3 Steering Committee Responsibilities. Subject to Section 3.4, the
Steering Committee shall perform the following functions:

(a) overseeing the development and commercialization, and as set forth
herein the manufacture, of Products in the North American Territory;

(b) reviewing the Development Plan and Commercialization Plan;

(c) reviewing and allocating resources and efforts for the development
of Products for the North American Territory and commercialization of Products
in the Co-Promote Territory;

(d) performing such other functions referred to in the Development
Plan and/or Commercialization Plan, or as otherwise specified in this Agreement
or agreed to by the Parties.

3.4 Decision Making. The Steering Committee and any established JPT shall
strive to work cooperatively to reach unanimous decisions. If, despite such
efforts, any JPT established by the Steering Committee is unable to reach a
decision on any issue within [***], the issue shall be referred for resolution
to the Steering Committee. If the Steering Committee is unable to reach a
decision on any issue [***], then [***], provided that in no event may [***].

3.5 Exchange of Information. Each Party shall, through the Steering
Committee or appropriate JPT, keep the other Party updated on the progress of
activities under a Development Plan and/ or Commercialization Plan. In addition,
as directed by the Steering Committee, the Parties shall set up and establish a
secure and reliable means of transferring information, such as a secure server,
as soon as practicable after the Effective Date.

ARTICLE IV
DEVELOPMENT OF PRODUCTS

4.1 General. The Parties intend and agree that the development, filing for
any Marketing Authorization, and commercialization (subject to Altus's right to
Co-Promote as set forth in ARTICLE VII) of Products shall be controlled by
Genentech. Without limiting the generality of the foregoing, Genentech shall be
responsible for making and have authority to make all decisions, and undertake
any actions necessary as a result of such decisions, regarding development
(including additional preclinical and clinical development and testing), and
preparing and filing NDAs and any other Approval Applications and Marketing
Authorizations; and shall solely own all data, results and regulatory
submissions related thereto, including all Approval Applications and Marketing
Authorizations. Altus shall have, through the Steering Committee or appropriate
JPT, the opportunity to provide input and suggestions into matters relating to
the development of Products solely with respect to the North American Territory,
and Genentech shall reasonably consider such input and suggestions.

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4.2 Transition of Development Responsibilities to Genentech.

(a) Oversight. Within [***] of the Effective Date, the Steering
Committee, or appropriate JPT, shall meet to discuss the further development of
Products subsequent to the Effective Date, the transition of control over such
development to Genentech, and Altus's role in such development.

(b) Committee Responsibilities. The Steering Committee, or appropriate
JPT, shall facilitate the exchange of information and the coordination between
the Parties relating to the development of Products for the North American
Territory, and to serve as a forum for each Party to keep the other Party
updated with regard to such development, including with respect to the
commencement and progress of clinical trials, the results of any clinical
trials, and the strategy for obtaining Marketing Authorizations in the North
American Territory.

4.3 Development Plan.

(a) Initial Development Plan; Modifications. Within [***] of the
Effective Date, the Steering Committee, or appropriate JPT, shall meet to discus
the strategy for further development of Products for the North American
Territory subsequent to the Effective Date, and the implementation thereof.
Within [***] of the Effective Date, Genentech will create an initial Development
Plan which will address the further development of Products for the North
American Territory subsequent to the Effective Date. From time to time,
Genentech will update the Development Plan as needed to address any changes in
the plans for development of Products in the North American Territory, including
in Genentech's reasonable discretion the development of indications beyond the
Initial Indications.

(b) Altus Review and Comment. Although Genentech shall be responsible
for the creation and updating of the Development Plan, Altus shall have, through
the Steering Committee, or appropriate JPT, the opportunity to comment on the
Development Plan, and [***] with respect to the Development Plan. Genentech
shall inform Altus between meetings of the Steering Committee, or appropriate
JPT, of significant changes to the Development Plan.

4.4 Altus Development Activities. Without limiting the generality of
Section 4.1, the Parties, through the Steering Committee, may agree that certain
activities related to the development and seeking of Marketing Authorization of
Products be performed by Altus, provided, however, that no such activities shall
be allocated to Altus without the prior consent of Altus. Altus shall perform
all activities allocated to Altus hereunder with Commercially Reasonable Efforts
and in compliance with all Laws.

4.5 Cooperation. Each Party shall cooperate with and provide reasonable
support to the other Party in its conduct of any activities in the development
and seeking of Marketing Authorization of Products for the Licensed Territory,
including any activities set forth in the Development Plan.

4.6 Transfer of Information and Regulatory Filings. Altus shall disclose
(and transfer as applicable) to Genentech all Altus Know-How, including any
preclinical data, clinical data, assays and associated materials, protocols,
procedures and any other information in Altus's

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possession or control, that is reasonably necessary or useful to continue or
initiate pre-clinical or clinical development, or in seeking Marketing
Authorization, of Products. Without limiting the generality of the foregoing,
upon Genentech's request Altus shall assign to Genentech (i) all applications
and filings made with any Regulatory Authority with respect to a Formulation or
Product, including any IND and orphan drug designations, (ii) all agreements
related to the conduct of any clinical trial with respect to a Formulation or
Product, and (iii) all agreements related to the manufacture, supply or
distribution of clinical and/or commercial supplies of a Formulation or Product.

4.7 Development Costs. Genentech shall be responsible for all Development
Costs incurred by it in respect of Products following the Effective Date and
[***], as set forth in Section 9.4, [***] Section [***].

ARTICLE V
REGULATORY MATTERS

5.1 General. As between Genentech and Altus, Genentech shall own all
Approval Applications and Marketing Authorizations and other regulatory
authorizations related to the development and commercialization of Products in
the Licensed Territory. Altus shall assist Genentech, its Affiliates and any
Genentech sublicensee in the preparation and filing for any Marketing
Authorization with respect to Products, including by delivering all information
in Altus's possession (in a complete and accurate form) necessary or useful to
complete and file any Approval Application for a Product.

5.2 Communication with Governmental Authorities. Genentech (or one of its
Affiliates or sublicensees) shall be responsible for and act as the sole point
of contact for communications with Governmental Authorities in connection with
the development, commercialization, and manufacturing of Products in the Field
in the Licensed Territory after the end of the communications relating to those
Phase II Clinical Trials initiated by Altus before the Effective Date. Following
the Effective Date, Altus shall not initiate, with respect to any Product, any
meetings or contact with Governmental Authorities in the Licensed Territory
without Genentech's prior written consent. Any correspondence directed to Altus
from Governmental Authorities in the Licensed Territory shall promptly be
forwarded to Genentech for coordination of response.

5.2.1 Certain Obligations.

(a) Genentech shall, through the Steering Committee or appropriate
JPT, keep Altus apprised of all material regulatory communications with
Governmental Authorities relating to Products with respect to the North American
Territory. In addition, Genentech shall (i) provide Altus with a copy of any
material documents, to the extent related to a Product and the North American
Territory, submitted to, and material written correspondence with, Governmental
Authorities, if reasonably possible sufficiently in advance of the intended
submission dates to enable Altus to review and provide comments to Genentech
concerning the content thereof and (ii) as soon as reasonably practicable after
completion of any inspections by any Governmental Authority with respect to a
Product for the North American Territory, provide

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to Altus a summary of such inspection, the outcome and any corrective actions,
all to the extent related directly and solely to a Product and the North
American Territory. Any documents, correspondence, summary or other information
provided by Genentech to Altus pursuant to this Section shall be Genentech's
Confidential Information.

(b) To the extent Altus receives any written or oral communication
from any Governmental Authority relating to a Product, Altus shall (i) refer
such Governmental Authority to Genentech, and (ii) as soon as reasonably
practicable, notify Genentech and provide Genentech with a copy of any written
communication received by Altus or, if applicable, complete and accurate minutes
of such oral communication.

5.2.2 Participation in Meetings. Altus shall have the right to have,
[***] representatives observe substantive meetings with the Governmental
Authorities in the North American Territory pertaining to Products. Genentech
shall provide Altus with reasonable advance notice of all such meetings.
Genentech shall have the right to initiate meetings and contact with
Governmental Authorities independently of Altus, provided that Altus shall have
the right to observe in such meetings as set forth above.

5.3 Cooperation. Each Party agrees to provide the other Party with all
reasonable assistance and take all actions reasonably requested that are
reasonably necessary to enable such Party to comply with any Laws applicable to
Products in the Licensed Territory, including meeting its reporting and other
obligations to maintain and update any Marketing Authorizations for Products in
the Licensed Territory.

5.4 Drug Safety Information. As soon as reasonably necessary, the Parties
shall enter into a pharmacovigilance and global safety reporting agreement
reasonably acceptable to both Parties in respect of any Products. As between
Genentech and Altus, Genentech shall be responsible for maintenance of the
global safety database and global safety monitoring, except to the extent
prohibited by Law.

5.5 Recalls. Genentech shall make all decisions with respect to any recall,
market withdrawals or any other corrective action related to a Product in the
Licensed Territory (collectively, "Recalls") for safety or any other reason, and
shall have responsibility for executing such Recalls. Genentech shall promptly
notify Altus of any decision by Genentech to conduct any Recalls; provided,
that, if reasonably practicable, such notice shall occur prior to such action so
as to permit Altus a reasonable opportunity to consult with Genentech with
respect thereto. Altus will cooperate with Genentech in connection with any
Recall, including making available to Genentech, upon request, all of its
pertinent records which Genentech may reasonably request to assist Genentech in
effecting any Recall.

5.6 Costs. Except as otherwise set forth in this Agreement, Genentech
shall, following the Effective Date, bear all costs relating to obtaining,
supporting and maintaining Marketing Authorizations in the Licensed Territory.

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5.7 Altus Access to Clinical Data.

5.7.1 Initial Indications. In the event that Genentech does not
exercise the Genentech Option, Altus may request, in writing, that Genentech
provide to Altus access to and the right to use certain clinical and other data
generated by Genentech following the Effective Date reasonably necessary to
Altus's pursuit of Marketing Authorizations for Products in the Initial
Indications outside the North American Territory. [***] following such written
request from Altus, Genentech shall provide Altus with an invoice in the amount
of [***] of the [***]. [***] of Altus's written approval of such invoice, [***],
Genentech shall provide Altus with the requested data and associated right to
use such data as reasonably necessary for obtaining Marketing Authorizations for
Products outside the North American Territory. Altus shall provide Genentech
with written notice of any such submission [***] thereof. Altus shall [***]
associated with transferring the requested data to Altus.

5.7.2 Other Indications. In the event that Genentech does not exercise
the Genentech Option, Altus may request, in writing, that Genentech provide to
Altus access to and the right to use certain clinical and other data reasonably
necessary for Altus's pursuit of Marketing Authorizations for Products outside
the North American Territory in indications other than the Initial Indications.
Following such request, the Parties shall discuss in good faith the possible
provision of such data to Altus and the compensation due to Genentech therefor.

5.7.3 Other Data Sharing. In the event that Genentech does not
exercise the Genentech Option, upon the written request of either Party, the
other Party shall discuss in good faith the possible sharing of clinical and
other data generated by each Party for their respective territories with the
goal of enabling a more efficient global development and commercialization of
Products for both Parties.

5.7.4 Genentech Confidential Information. All clinical and other data
provided to Altus pursuant to this Section 5.7 shall be the Confidential
Information of Genentech.

ARTICLE VI
MANUFACTURE AND SUPPLY

6.1 Manufacture and Supply of Clinical Requirements of Product. Unless
otherwise agreed to by the Steering Committee, Altus shall, subject to oversight
by the Steering Committee and the terms and conditions of this Agreement, be
initially responsible for the manufacture and supply of all quantities of
Products for use in development (including clinical trials) of Products for use
in the Licensed Territory. Genentech shall be responsible for reasonably
supporting Altus in such efforts, including supplying, at Genentech's own
expense, all quantities of Compound reasonably required by Altus to manufacture
Products for use in development (including clinical development) in the Licensed
Territory. Genentech's supply of Compound shall be according to a reasonable
production schedule established by the Steering Committee. The FBMC of Products
for use in development (including clinical trials) in the Licensed Territory
shall be deemed a Development Cost for which Genentech shall reimburse Altus in
accordance with Section 9.4. Altus and Genentech shall cooperate to transfer to
Genentech, as soon as reasonably practicable following the Effective Date,
responsibility for the manufacture

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of Product for use in development. Altus shall use Commercially Reasonable
Efforts to affect such transfer.

6.2 Manufacture and Supply of Commercial Requirements of Product. As
between Genentech and Altus, Genentech shall be responsible for the manufacture
and supply of Products for promotion and sale in the Licensed Territory, and
bear all costs associated therewith. Altus shall support and provide all
assistance, including any Altus Know-How, reasonably required by Genentech to
manufacture Products.

6.3 Quality Agreement. The Parties shall enter into a separate agreement
governing the roles and responsibilities of the Parties in the manufacture,
testing, release and storage of Product and/or Compound (the "Quality
Agreement"). The Parties shall use reasonable efforts to complete such Quality
Agreement [***] of the Effective Date.

6.4 Manufacture and Supply of Compound for Option Territory. In the event
that Genentech does not exercise the Genentech Option, Altus may, [***]
expiration of the Genentech Option, provide Genentech with a written request for
Genentech to supply Altus with clinical and/or commercial requirements of
Compound, which as of the date of Altus's written request is currently
manufactured by Genentech, to use exclusively outside the Licensed Territory.
Provided that Genentech timely receives such written request, Genentech shall
supply Altus, under terms mutually agreeable to the Parties, with clinical
requirements of Compound for a period of no longer than [***] expiry of the
Genentech Option and commercial requirements for a period of no longer than
[***] receipt of the first Marketing Authorization for Product outside the
Licensed Territory. Altus shall reimburse Genentech for such supply of Compound
at a cost to be negotiated no less than Genentech's [***] and no more than
Genentech's [***].

ARTICLE VII
COMMERCIALIZATION; CO-PROMOTION

7.1 General. Subject to Altus's right to Co-Promote Products in the
Co-Promote Territory (as defined in Section 7.2 below) in accordance with this
ARTICLE VII, Genentech shall be responsible for commercializing Products in the
Licensed Territory.

7.2 Altus Co-Promotion Option. Subject to the conditions in Sections 7.4
and 9.12, Altus shall have the option to Co-Promote Products in each country
within the North American Territory, which option shall be exercisable with
respect to each country in the North American Territory no later than [***] the
first Approval Application for a Product is submitted to the appropriate
Regulatory Authority in the applicable country; provided that Altus provides
Genentech with written notice of its exercise of such option within the
foregoing time period, which notice specifically identifies the countries within
the North American Territory in which Altus elects to Co-Promote Products (the
"Co-Promote Territory").

7.3 Commercialization Plan. Within [***] the first Approval Application for
a Product in the Co-Promote Territory is filed, the Steering Committee, or
appropriate JPT, shall meet to discus the strategy for commercialization of
Product in the Co-Promote Territory. Within [***] the foregoing meeting of the
Steering Committee or appropriate JPT, Genentech

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shall submit to the Steering Committee, or appropriate JPT, an annual plan for
the commercialization of such Product in the Co-Promote Territory (the
"Commercialization Plan"). Although Genentech shall be responsible for the
creation of the Commercialization Plan, Altus, through the Steering Committee,
or appropriate JPT, shall have the opportunity to comment on the
Commercialization Plan, and Genentech shall reasonably consider Altus's comments
with respect to the Commercialization Plan. Genentech shall update the
Commercialization Plan on [***]. Prior to each [***] of the Commercialization
Plan, the Steering Committee, or appropriate JPT, shall meet to broadly review
the past year's commercialization of Products in the Co-Promote Territory and
discuss plans for commercialization of Products in the Co-Promote Territory in
the upcoming year. Altus shall be kept apprised of the commercialization
activity by and through the Steering Committee, or appropriate JPT. In addition,
Genentech shall, as reasonably practicable, inform Altus between meetings of the
Steering Committee, or appropriate JPT, of significant changes to the
Commercialization Plan and any material events in the marketing and sales of
Products in the Co-Promote Territory.

7.4 Co-Promotion Responsibilities. The Parties acknowledge that, as of the
Effective Date, Genentech is the Party that has established the infrastructure
and expertise for the marketing and sales of therapeutic drugs, and that except
as set forth in this ARTICLE VII, Genentech shall have the [***], and [***], for
the [***] and [***] of [***] and the [***] and [***] of Products, including
[***], and [***], and the [***] of [***]. Subject to the term and conditions of
this ARTICLE VII, Section 9.12 and provided that Altus has established [***],
Altus shall have the right to deploy, in the Co-Promote Territory, a
Co-Promotion sales force equal to [***] of the total number of Sales
Representatives for Products, or as otherwise unanimously determined by the
Steering Committee. The Steering Committee shall [***] and [***] within the
Co-Promote Territory to [***] in a [***] in view of the [***] of [***] and
[***].

7.5 Commercialization Efforts. Each Party, to the extent that such Party is
participating in the Co-Promotion of Products, shall use Commercially Reasonable
Efforts in marketing Products in accordance with the Commercialization Plan.

7.5.1 Sales and Distribution. Unless otherwise agreed in writing,
Genentech shall have the sole responsibility for the following with respect to
Products:

(a) Booking sales for and distributing Products. If Altus receives any
orders for Products, it shall refer such orders to Genentech.

(b) Handling all returns of Products. If any Product is returned to
Altus, it shall promptly be shipped to the facility responsible for shipment of
such Product in the country in question to the attention of the "returned goods
department" or another location as may be designated by Genentech.

(c) Handling all aspects of order processing, invoicing and
collection, distribution, warehousing, inventory and receivables, and collection
of data of sales to hospitals and other end users (e.g., DDD data).

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(d) Handling all other customer service related functions, including
providing customer medical information.

7.5.2 Marketing and Promotional Materials. All marketing and
promotional materials related to Products shall be prepared by Genentech.
Genentech shall be entitled to select any Third Party involved in the
preparation of such materials.

7.5.3 Training Program. Genentech shall develop training programs
relating to Products for the sales forces of each respective Party and for any
Third Party engaged in selling or promotion. The Steering Committee, or
appropriate JPT, may reasonably assign responsibility to itself, Genentech,
Altus or a Third Party for the preparation of materials for training programs
and conduct of training. The Parties agree to utilize such training programs on
an ongoing basis to assure a consistent, focused promotional strategy. The
initial training shall be carried out at a time which is mutually acceptable to
the Parties, and which is prior to but reasonably near the date on which the
first Marketing Authorization in the Co-Promote Territory is expected. As
additional members are added to the Parties' respective sales forces, training
will be given to groups of the newly selected members.

7.5.4 Co-Promotion Compliance Responsibilities. Each Party
Co-Promoting a Product shall in all material respects conform its practices and
procedures relating to such Co-Promotion to the Act, the Public Health Service
("PHS Act"), the Pharmaceutical Research and Manufacturers of America ("PhRMA")
Code of Pharmaceutical Marketing Practices (the "PhRMA Code") and the American
Medical Association ("AMA") Guidelines on Gifts to Physicians from Industry (the
"AMA Guidelines"), as the same may be amended from time to time, and the rules
and regulations promulgated under any of the foregoing, and promptly notify the
other Party of and provide the other Party with a copy of any material
correspondence or other reports with respect to the Co-Promotion of a Product
submitted to or received from the FDA (or other Regulatory Authority), PhRMA or
the AMA relating to the Act, the PHS Act, the PhRMA Code, or the AMA Guidelines.

7.6 Product Trademarks.

7.6.1 Selection, Prosecution and Maintenance. All Products shall be
sold under the Product Trademarks selected by Genentech. All Product Trademarks
shall be owned by Genentech worldwide. Genentech shall control the preparation,
prosecution and maintenance of applications related to any and all Product
Trademarks.

7.6.2 Enforcement and Defense. Each Party shall notify the other Party
promptly upon learning of any actual, alleged or threatened infringement of a
Product Trademark in the North American Territory, or of any unfair trade
practices, trade dress imitation, passing off of counterfeit goods, or like
offenses. Upon learning of such offenses, the Parties shall confer regarding the
defense of the Product Trademark. The ultimate decision whether and how to
enforce or defend a Product Trademark will rest solely with Genentech, and
Genentech shall have the exclusive right to respond to and defend any such
infringement or offense. Altus shall cooperate, in good faith, with respect to
all Product Trademark enforcement actions hereunder, including as necessary or
desirable, being joined as a party to such action. Genentech shall notify Altus
of all substantive developments with respect to such Product Trademark

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enforcement actions in the North American Territory, including, but not limited
to, all material filings, court papers and other related documents. Genentech
shall consider the timely, reasonable comments and advice of Altus with respect
to the strategy employed and submissions made relative to any Product Trademark
enforcement actions in the North American Territory. Genentech shall have the
right to control settlement of any claims or actions regarding a trademark
applicable to a Product; provided, however, that no settlement shall be entered
into with respect to the North American Territory without the written consent of
Altus if such settlement would materially and adversely affect any right or
obligation of Altus under this Agreement.

7.6.3 Costs. All of the costs, expenses and legal fees associated with
preparing filing, prosecuting, registering and maintaining a Product Trademark,
as well as any action to maintain, protect or defend a Product Trademark, and
any recovery, shall be Genentech's.

7.7 Party Name on Licensed Packaging and Labeling. With respect to each
Product marketed in the Co-Promote Territory and then currently Co-Promoted by
Altus, to the extent such Product's packaging, labeling or promotional materials
identifies or otherwise references any of the Parties, both Genentech and Altus
shall be presented and described with equal prominence and emphasis as having
joined and participated in the development and Co-Promotion thereof, as
permitted by Laws.

7.8 Termination of Co-Promotion.

7.8.1 Breach of Agreement. If Altus (i) materially breaches this
Agreement and fails to cure such breach within [***] written notice from
Genentech or (ii) fails to cure, within [***] written notice from Genentech,
circumstances or conditions [***] a material breach, for which Altus has also
received written notices thereof; Genentech shall have the right to terminate,
by written notice, Altus's Co-Promotion rights granted under this Agreement
(including this ARTICLE VII) with respect to all Products. Termination of
Altus's Co-Promotion rights under this Section 7.8.1 shall be effective [***]
Genentech's notice of termination and, on such effective date, (i) all licenses
granted in Section 2.3, except for the license granted under Section 2.3(c),
shall terminate and (ii) all rights and privileges granted to Altus under this
ARTICLE VII shall terminate.

7.8.2 [***]. Upon any [***] of this Agreement [***] or [***],
Genentech shall have [***] under this Agreement (including [***]) by written
notice. [***] under this Section 7.8.2 shall be effective on the [***] and, on
such effective date, (i) [***] and (ii) [***].

7.8.3 Altus Co-Promotion Opt-Out. Altus shall have the right to elect
to cease its Co-Promotion of Products in the Co-Promote Territory ("Altus
Co-Promote Opt-Out"); provided that Altus provides Genentech with written notice
of such election. An Altus Co-Promote Opt-Out for which Genentech received
notice prior to [***] of a particular Calendar Year shall become effective on
[***] of the following Calendar Year. If notice of an Altus Co-Promote Opt-Out
is received after [***] of a particular Calendar Year, such Altus Co-Promote
Opt-Out shall not become effective until [***] the Calendar Year following the
next Calendar Year, or such other earlier date that Genentech may determine (of
which date Genentech shall provide Altus notice). On the effective date of an
Altus Co-Promote Opt-Out (i) all licenses

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granted in Section 2.3, except for the license granted under Section 2.3(c),
shall terminate and (ii) all rights and privileges granted to Altus under this
ARTICLE VII shall terminate.

7.8.4 Transitional Assistance. Upon any termination of Altus's
Co-Promotion rights in accordance with this Section 7.8, Altus covenants and
agrees to cooperate, and cause its employees, contractors and agents to
cooperate, with Genentech to enable Genentech to transition any Co-Promotion
activities performed by Altus to Genentech in a timely and orderly manner.

7.9 Commercial Expenses. Except where otherwise specifically set forth in
this Agreement, Genentech shall bear all costs and expenses incurred in
connection with the marketing and sale of Products in the Licensed Territory;
provided that [***].

7.10 Outsourcing of Co-Promotion Activities. Provided that Altus is
currently Co-Promoting Products in the Co-Promote Territory, if Genentech
desires to outsource or contract its Co-Promotion of Products in the Co-Promote
Territory to a Third Party, Genentech shall discuss in good-faith with Altus the
possibility of Altus engaging in such Co-Promotion activities on Genentech's
behalf.

ARTICLE VIII
DILIGENCE OBLIGATIONS

8.1 Commercially Reasonable Efforts by Genentech. Subject to Altus's
fulfillment of its obligations under this Agreement, Genentech shall use
Commercially Reasonable Efforts to develop and commercialize at least one
Product in the United States and, if Genentech exercises the Genentech Option,
[***]. Activities by Genentech's Affiliates and sublicensees will be considered
as Genentech's activities under this Agreement for purposes of determining
whether Genentech has complied with any obligation to use Commercially
Reasonably Efforts.

8.2 Commercially Reasonable Efforts by Altus. Subject to Genentech's
fulfillment of its obligations under this Agreement, Altus shall use
Commercially Reasonable Efforts to execute and perform all development
(including activities performed by Altus pursuant to Section 4.4) and
commercialization activities (including the Co-Promotion of Products as set
forth in ARTICLE VII) reserved for or assigned to Altus under this Agreement.

8.3 Genentech's Cessation of Development and Commercialization of Products.
If, [***] of the Effective Date, Genentech, despite the use of Commercially
Reasonable Efforts as set forth in Section 8.1 [***] ceases all development and
commercialization of Products in the Licensed Territory, Genentech agrees, upon
the written request of Altus, [***].

ARTICLE IX
FINANCIAL PROVISIONS

9.1 Program Fee. In consideration of the grant of the License and its other
rights under this Agreement, Genentech shall pay Altus a non-creditable,
non-refundable fee of Fifteen Million Dollars (US$15,000,000) [***] of the
Effective Date.

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9.2 Stock Purchase. On the Execution Date, Altus and Genentech will execute
the "Stock Purchase Agreement" attached hereto as Exhibit A, pursuant to which
Genentech will purchase, and Altus will sell, subject to the terms, conditions
and contingencies set forth in the Stock Purchase Agreement, Fifteen Million
Dollars (US$15,000,000) of Altus common stock.

9.3 Genentech Option Fee. In the event that Genentech exercises the
Genentech Option in accordance with Section 2.1.1, Genentech shall, [***] of the
written notice required by Section 2.1.1, pay Altus a [***].

9.4 Development Costs. Genentech shall reimburse Altus for undisputed
Development Costs actually incurred by Altus following the Effective Date in
connection with the Development Plan [***].

9.5 Milestone Payments. In consideration of the grant of the License and
other rights under this Agreement, Genentech shall make the following payments
[***] of the milestone events listed below:

<TABLE>
<CAPTION>
MILESTONE PAYMENT
MILESTONE EVENT (IN U.S. $ MILLIONS)
--------------- --------------------
<S> <C>
Development Milestones
[***] [***]

[***]
[***] [***]
[***] [***]
[***] [***]
[***] [***]
[***] [***]
[***] [***]

[***]
[***] [***]
[***] [***]
[***] [***]
[***] [***]
[***] [***]
[***] [***]

[***]
[***] [***]
[***] [***]

[***]
</TABLE>

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<TABLE>
<CAPTION>
MILESTONE PAYMENT
MILESTONE EVENT (IN U.S. $ MILLIONS)
--------------- --------------------
<S> <C>
[***] [***]
[***] [***]
[***] [***]
</TABLE>

Genentech shall provide Altus with written notice of the achievement of each of
the milestone events listed above promptly (and in any event [***]) following
such achievement.

9.6 Option Territory Milestone Payments. Provided that Genentech exercises
the Genentech Option under Section 2.1.1, Genentech shall make the following
payments [***] of the milestone events listed below:

<TABLE>
<CAPTION>
MILESTONE PAYMENT
MILESTONE EVENT (IN U.S. $ MILLIONS)
--------------- --------------------
<S> <C>
[***]
[***] [***]
[***] [***]
[***] [***]
[***] [***]
[***] [***]

[***]
[***] [***]
[***] [***]
[***] [***]
[***] [***]
[***] [***]

[***]
[***] [***]
[***] [***]
[***] [***]
</TABLE>

Genentech shall provide Altus with written notice of the achievement of each of
the milestone events listed above promptly (and in any event [***]) following
such achievement.

9.7 Single Milestone Payment. With respect to each set of milestone
payments to be made under this Agreement, only one set shall ever be due and
payable, regardless of the number of Products developed, or the number of
indications pursued or approved or whether a Product is

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discontinued after a milestone payment has been made. Milestone payments due
under Section 9.5 or 9.6 shall only by due on those Products Covered by a Valid
Claim within the Altus Patent Rights or Valid Claim of Patent Rights within
Joint Collaboration Technology, or which uses or embodies Altus Know-How.

9.8 Royalties. In each Calendar Quarter during the Royalty Term in which
Genentech records Net Sales of a Product, and subject to and in accordance with
the terms and conditions of this Agreement, Genentech shall pay royalties to
Altus at the time it issues each Royalty Report as calculated according to this
Section 9.8 (such amounts, the "Royalties").

9.8.1 North American Territory Covered by Valid Altus Patent Claim.
Genentech shall pay Altus Royalties on annual Net Sales of Products in the North
American Territory Covered by a Valid Claim within the Altus Patents as follows:

<TABLE>
<CAPTION>
CALENDAR YEAR NET SALES OF PRODUCTS ROYALTY RATE
(IN U.S. $ MILLIONS) AS A PERCENTAGE OF SUCH NET SALES
----------------------------------- ---------------------------------
<S> <C>
Up to and including [***] [***]
Above [***] and up to and including [***] [***]
Above [***] and up to and including [***] [***]
Above [***] and up to and including [***] [***]
Above [***] [***]
</TABLE>

For example, if, during a Calendar Year Net Sales of Products Covered by a Valid
Claim within the Altus Patents were equal to [***], the Royalties payable by
Genentech under this Section 9.8.1 would be calculated by adding (a) the royalty
with respect to the first [***] at the first level percentage of [***], (b) the
royalty with respect to the next [***] at the second level percentage of [***],
(c) the royalty with respect to the next [***] at the third level percentage of
[***], (d) the royalty with respect to the next [***] at the fourth level
percentage of [***] and (e) the royalty with respect to the final [***] at the
fifth level percentage of [***], for total Royalties of [***].

9.8.2 Option Territory Covered by Valid Altus Patent Claim. Provided
that Genentech exercises the Genentech Option under Section 2.1.1,Genentech
shall pay Altus Royalties on annual Net Sales of Products in the Option
Territory Covered by a Valid Claim within the Altus Patents as follows:

<TABLE>
<CAPTION>
CALENDAR YEAR NET SALES OF PRODUCTS ROYALTY RATE
(IN U.S. $ MILLIONS) AS A PERCENTAGE OF SUCH NET SALES
----------------------------------- ---------------------------------
<S> <C>
Up to and including [***] [***]
Above [***] and up to and including [***] [***]
Above [***] [***]
</TABLE>

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9.8.3 Licensed Territory Covered by Valid Joint Collaboration
Technology Claim. Genentech shall pay Altus Royalties on annual Net Sales of
Products in the Licensed Territory Covered by a Valid Claim of a Patent Right
within the Joint Collaboration Technology as follows:

<TABLE>
<CAPTION>
CALENDAR YEAR NET SALES OF PRODUCTS ROYALTY RATE
(IN U.S. $ MILLIONS) AS A PERCENTAGE OF SUCH NET SALES
----------------------------------- ---------------------------------
<S> <C>
Up to and including [***] [***]
Above [***] and up to and including [***] [***]
Above [***] [***]
</TABLE>

9.8.4 Know-How Royalty. Genentech shall pay Altus Royalties on annual
Net Sales in the Licensed Territory of Products that use or embody Altus
Know-How as follows:

<TABLE>
<CAPTION>
CALENDAR YEAR NET SALES OF PRODUCTS ROYALTY RATE
(IN U.S. $ MILLIONS) AS A PERCENTAGE OF SUCH NET SALES
----------------------------------- ---------------------------------
<S> <C>
Up to and including [***] [***]
Above [***] and up to and including [***] [***]
Above [***] [***]
</TABLE>

9.8.5 Royalty Term. Genentech's obligation to pay Altus Royalties
under (a) Section 9.8.1, 9.8.2, 9.8.3, as applicable, are payable only during
time periods in which the applicable Product is Covered by a Valid Claim within
the Altus Patents or Patent Rights within the Joint Collaboration Technology (as
applicable) in the applicable country, and (b) Section 9.8.4, if applicable,
shall expire no later than [***] the First Commercial Sale of the applicable
Product that utilizes or incorporates Altus Know-How in the applicable country
(as applicable, the "Royalty Term"). [***].

9.8.6 Single Royalty. Notwithstanding anything herein to the contrary,
with respect to any Product only a single royalty payment shall be due and
payable, regardless if such Product is Covered by more than one Valid Claim. In
the event that more than one royalty rate described in this Section 9.8 apply to
a Product, only the highest applicable royalty rate shall apply.

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9.9 Royalties to Genentech. In each Calendar Quarter in which Altus, an
Altus Affiliate or permitted sublicensee of Altus records Net Sales of any
product utilizing any [***] or [***], Altus shall pay royalties to Genentech at
the time it issues each Royalty Report as calculated according to this Section
9.9 (such amounts also "Royalties").

9.9.1 [***]. Altus shall pay Genentech a royalty of [***] of annual
Net Sales of products, the making, using, selling, offering for sale, or import
of which would infringe a Valid Claim of a Patent Right within the [***].

9.9.2 [***]. Altus shall pay Genentech a royalty of [***] of annual
Net Sales of products, the making, using, selling, offering for sale, or import
of which would infringe a Valid Claim of a Patent Right within the [***].

9.9.3 Single Royalty. In the event that more than one royalty rate
described in this Section 9.9 apply to a product, only the highest applicable
royalty rate shall apply.

9.10 Deductions from Payments.

9.10.1 Generally. If in Genentech's [***] it is necessary or
reasonable [***] in order for Genentech, its Affiliates, or a sublicensee [***]
herein, or Genentech, its Affiliates, or a sublicensee [***] any Third Party
(including in connection with [***]) any [***] in connection with the
manufacture, use, sale, offer for sale or import of a Product, Genentech shall
have the right to set [***] of any [***] to such [***] (other than amounts
[***]), including [***], against any royalty payment payable to Altus hereunder;
provided that as a result of such offset the royalties otherwise payable to
Altus (i) pursuant to Sections 9.8.1 or 9.8.2 shall not be reduced below [***]
of applicable Net Sales and (ii) pursuant to Section 9.8.3 or 9.8.4 shall not be
reduced by greater than [***] of the royalties otherwise payable to Altus under
such Sections.

9.10.2 Exceptions.

(a) [***].

(b) [***].

9.10.3 [***].

9.10.4 Rights are Cumulative. The rights of offset set forth in this
Section 9.10 shall be in addition to, and not in lieu of, any other rights or
claims either Party may have under this Agreement or otherwise.

9.11 Reporting of Net Sales. Within [***] after the end of each Calendar
Quarter in which a Royalty is required to be paid, the paying Party shall submit
to the other Party a written report (each a "Royalty Report") setting forth for
such Calendar Quarter the following information: (i) total Net Sales of all
Products sold in the Licensed Territory during such Calendar Quarter, (ii) Net
Sales on a country-by-country basis, (iii) the exchange rate used to convert Net
Sales from the currency in which they are earned to United States dollars; and
(iv) the total royalty payments due. Within [***] after the end of each Calendar
Quarter in which a

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Royalty is required to be paid, the paying Party shall submit to the other Party
an informal written report setting forth for such Calendar Quarter its unaudited
estimate of the foregoing information.

9.12 Altus Co-Promotion Costs. Commencing on the date of Altus's exercise
of its Co-Promotion option as set forth in Section 7.2, and for a period of
[***] after the First Commercial Sale of a Product in the Co-Promote Territory
(the "Initial Co-Promotion Period"), Genentech shall reimburse Altus for the
[***] Altus Sales Representatives, [***], that are dedicated by Altus to the
Co-Promotion of Products in the Co-Promote Territory within [***] the receipt by
Genentech of an invoice for such and a supporting report detailing the names of
each Altus Sales Representative and [***] for the completed Calendar Quarter.
The invoice amount shall be computed at the [***] multiplied by the number of
[***] reported by Altus as Sales Representatives during the invoice period, up
to the maximum number of Altus Sales Representatives determined pursuant to
Section 7.4. Altus shall provide Genentech with any such invoice within [***]
the end of each Calendar Quarter. Altus may elect to continue to Co-Promote
Products in the Co-Promote Territory beyond the Initial Co-Promotion Period at
entirely its own cost and expense, such election to be made by Altus in writing
no later than [***] prior to expiry of the Initial Co-Promotion Period. In the
event that Altus elects to continue to Co-Promote Products in the Co-Promote
Territory beyond the Initial Co-Promotion Period, the Parties may discuss
financial consideration due to Altus for its continued Co-Promotion of Products
in the Co-Promote beyond the Initial Co-Promotion Period; provided that any such
financial consideration shall be subject to approval of the Steering Committee.

9.13 Commercial Expenses. If Genentech requests Altus's assistance with
commercialization activities in the Licensed Territory beyond the Co-Promotion
activities set forth in ARTICLE VII, and Altus agrees to provide such
assistance, Genentech shall pay Altus for those costs and expenses incurred by
Altus and approved in advance in writing by Genentech [***] the receipt by
Genentech of an invoice for such expenses. Altus shall only provide Genentech
with any such invoice [***] the end of each Calendar Quarter.

9.14 Books and Records; Audit Rights. Each Party shall keep and maintain
(in conformity with the Accounting Standards), for a period of [***] following
the end of a Calendar Year, complete and accurate records to enable Royalties,
Development Costs, and reimbursement for Altus Sales Representatives to be
determined. Each Party shall have the right, once per Calendar Year and not more
frequently than once with respect to records covering any specific period of
time, at its own expense, to have an independent, certified public accounting
firm, acceptable to the other Party review any such records in the location(s)
where such records are maintained by such Party upon reasonable notice (which
shall be no less than [***] prior written notice) and during regular business
hours for the sole purpose of verifying the basis and accuracy of payments of
Royalties or the calculation of Development Costs or reimbursement for Altus
Sales Representatives within the [***] as of the date of the request for review.
Prior to any review, the independent certified public accounting firm shall have
entered into a written agreement with the Party whose records are subject to
review limiting the use of such records to verification of the accuracy of
payments due under this Agreement and prohibiting the disclosure of any
information contained in such records to a Third Party for any purpose and to
the other Party for a purpose other than as set forth in this Section 9.14. The
report of such accounting

PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE
SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING
CONFIDENTIAL TREATMENT UNDER RULE 24B-2 OF THE EXCHANGE ACT.


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firm shall be limited to a certificate stating whether any report made or
payment submitted by Genentech, or invoice of Development Costs or reimbursement
for Altus Sales Representatives by Altus, during such period is accurate or
inaccurate and the actual amounts of Royalties due for such period, or actual
Development Costs or appropriate reimbursement to Altus for the costs of its
Sales Representatives. The Party whose records are being reviewed shall receive
a copy of each such report of the independent certified public accountant prior
to such report being provided to the other Party. After review of the certified
public accounting firm's report, each Party shall promptly pay any uncontested,
understated amounts due to the other Party. In the event of a dispute regarding
such amounts, one finance representative of each Party shall meet and attempt in
good faith to resolve any such dispute. Any overpayment made by a Party shall be
promptly refunded or fully creditable against amounts payable in subsequent
payment periods, at such Party's election. Any review or audit by an independent
certified public accounting firm under this Section 9.14 is to be made at the
expense of the Party requesting such review or audit, except that if the results
of the review reveal that a Party has underpaid or overstated by [***] for the
period under review, then the reasonable audit fees shall be paid by the Party
whose records were reviewed.

9.15 Confidentiality. The Parties agree that all information provided in a
Royalty Report, all records kept by a Party under Section 9.14, and any
information provided by the independent certified public accounting firm to a
Party are Confidential Information of the Party whose records were reviewed
pursuant to Section 9.14.

9.16 Payment Type. All payments due under this Agreement shall be paid in
immediately available funds by wire transfer to a United States based account to
be identified by the payee.

9.17 Taxes. Each Party shall comply with Laws regarding filing and
reporting for income tax purposes. Neither Party shall treat their relationship
under this Agreement as a pass through entity for tax purposes. All payments
made under this Agreement shall be free and clear of any and all taxes, duties,
levies, fees or other charges, except for withholding taxes. Each Party shall be
entitled to deduct from its payments to the other Party under this Agreement the
amount of any withholding taxes required to be withheld, to the extent paid to
the appropriate Governmental Authority on behalf of the other Party (and not
refunded or reimbursed). Each Party shall deliver to the other Party, upon
request, proof of payment of all such withholding taxes. Each Party shall
provide reasonable assistance to the other Party in seeking any benefits
available to such Party with respect to government tax withholdings by any
relevant Law or double tax treaty.

9.18 Currency Denomination. With respect to amounts invoiced in United
States Dollars, all corresponding Royalties shall be expressed in United States
Dollars. With respect to amounts invoiced in a currency other than United States
Dollars, all corresponding Royalties shall be expressed both in the currency in
which the amount was invoiced and in the United States Dollar equivalent. The
United States Dollar equivalent shall be calculated using the conversion rate
reported by Reuters Ltd. on for the last day of the Calendar Quarter for which
such payment is being determined.

PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE
SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING
CONFIDENTIAL TREATMENT UNDER RULE 24B-2 OF THE EXCHANGE ACT.


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9.19 Blocked Payments. If by reason of Laws in any country in the Licensed
Territory or Option Territory, the prompt remittance of milestone payments,
Royalties or other payments to a Party under this Agreement is prevented, the
paying Party shall promptly notify the other Party. During any such period
described above, milestone payments, Royalties or other payments shall continue
to accrue, and shall continue to be reported, until such time payment can be
made through any lawful means or methods that may be available as the Parties
shall reasonably determine.

9.20 Late Payments. Each Party shall pay interest to the other Party on the
aggregate amount of any payment that is not paid on or before the date such
payment is due from the date due at [***] on the last Business Day of the
applicable Calendar Quarter prior to the date on which such payment is due, plus
[***], calculated on the basis of a 360-day year.

9.21 Rights Regarding Consolidation of Financial Data. With a view toward
compliance with the currently in effect Accounting Standards, if, at any time
during the term of this Agreement, compliance with any term or condition of this
Agreement would, [***], require Genentech to consolidate Altus within
Genentech's financial statements, then upon Genentech's request, Altus shall
provide to Genentech (a) Altus's unaudited quarterly consolidated financial
statements, prepared in accordance with Accounting Standards (i.e., balance
sheet, income statement and statement of cash flows) [***] after the end of each
Calendar Quarter, and (b) subject to the obligations under ARTICLE XV, Altus's
[***] results for a given Calendar Quarter, based on its [***] estimates, no
earlier tha