AMENDED AND RESTATED LICENSE AGREEMENT

Exhibit 10.13

AMENDED AND RESTATED LICENSE AGREEMENT

T HIS A GREEMENT is effective as of the 1 ^st day of July, 2005 (the " Effective Date "), between I NSERT T HERAPEUTICS , I NC . , 2585 Nina Street, Pasadena, CA 91107 (" Licensor ") and Calando Pharmaceuticals (" Licensee "), a corporation having a place of business at 1710 Flower Avenue, Suite 100, Duarte, Ca 91010.

RECITALS

A . Licensee and Licensor have entered into a License Agreement, dated as of March 14, 2005 (the "Original License");

B. The Original License [**].

C. Licensor is desirous of modifying the Original License to provide for [**].

N OW , T HEREFORE , in consideration of the transfer by Licensor to Licensee of 480,000 shares of Licensee common stock, the receipt of which is hereby acknowledged, the parties agree to amend and restate the Original License in its entirety to read as follows:

ARTICLE 1

DEFINITIONS

1.1 "Affiliate" means any corporation, limited liability company or other legal entity which directly or indirectly controls, is controlled by, or is under common control with Licensee as of the Effective Date of this Agreement. For the purpose of this Agreement, "control" shall mean the direct or indirect ownership of greater than 50 percent (>50%) of the outstanding shares on a fully diluted basis or other voting rights of the subject entity to elect directors, or if not meeting the preceding, any entity owned or controlled by or owning or controlling at the maximum control or ownership right permitted in the country where such entity exists. In addition, a party’s status as an Affiliate of License shall terminate if and when such control ceases to exist.

1.2 "Exclusively Licensed Patent Rights" means Licensor’s rights under: (a) all patents and patent applications listed in Exhibit A attached hereto; (b) any patents issuing

therefrom; and (c) any patents or patent applications claiming a right of priority thereto (including reissues, reexaminations, renewals, extensions, divisionals, continuations, continued prosecution applications, continuations-in-part and foreign counterparts of any of the foregoing).

1.3 "Technology" means all inventions, proprietary information, know-how, procedures, methods, prototypes, and designs owned or controlled by Licensor that exist as of the Effective Date or are developed thereafter during the term of this Agreement and which in each case are invented or created in the course of performing activities specifically directed to the research, discovery, analysis, characterization, optimization, development, manufacture, use or sale of compounds covered by, or made by a process covered by, any Valid Claim, that are necessary or convenient for the Licensee to develop, make, have made, use, import, offer to sell and sell Licensed Products.

1.4 "Licensor Technology" means the Exclusively Licensed Patent Rights, Improvement Patent Rights and the Technology.

1.5 "Deductible Expenses" means the following expenses incurred in connection with sales or licensing of Licensed Products to the extent actually paid by Licensee or an Affiliate in accordance with generally recognized principles of accounting: (a) sales, use or turnover taxes; (b) excise, value added or other, taxes or custom duties; (c) transportation, freight, and handling charges, and insurance on shipments to customers; (d) trade, cash or quantity discounts or rebates to the extent actually granted; (e) agent fees or commissions; and (f) rebates, refunds, and credits for any rejected or returned Licensed Products or because of retroactive price reductions, or rebates.

1.6 "Effective Date" has the meaning set forth in the preamble.

1.7 "Field" means the discovery, development, and commercialization of RNAi Therapeutics. The term "RNAi Therapeutic" refers to small interfering RNAs (siRNAs), hairpin RNAs or other nucleic acids or analogs thereof that are substrates of the enzyme Dicer and/or associates with intracellular proteins to form an assembly known as a RNA-induced silencing complex ("RISC"), and which causes sequence dependent gene silencing. RNAi Therapeutic also includes expression vectors capable of giving rise to transcripts which form siRNA, hairpin

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RNAs or other RNA species that are substrates of the enzyme Dicer, and which can cause sequence dependent gene silencing.

1.7 "Improvement Patent Rights" means either Licensor’s or License’s rights, as the case may be, under: (a) all patents and patent applications with claims directed to Improvements; (b) any patents issuing therefrom; and (c) any patents or patent applications claiming a right of priority thereto (including reissues, reexaminations, renewals, extensions, divisionals, continuations, continued prosecution applications, continuations-in-part and foreign counterparts of any of the foregoing).

1.8 "Improvements" means any future invention that is (a) conceived and reduced to practice or otherwise developed by either Licensor or Licensee, as the case may be, and its employees or third parties working on its behalf, to the extent such inventions are owned and controlled by either Licensor or Licensee, as the case may be, and (b) dominated by a Valid Claim under Exclusively Licensed Patent Rights.

1.9 "Licensed Product" means any product, device, system, article of manufacture, composition of matter, or process or service that is covered by, or is made by a process covered by, any Valid Claim or that utilizes Technology in material part.

1.10 "Net Revenues" means all amounts, less Deductible Expenses, received by Licensee and/or its Affiliates from the sale or other distribution (whether commercial or not) of Licensed Products or the licensing of Exclusively Licensed Patent Rights. Any non-cash consideration received by Licensee for the sale or other distribution of Licensed Products or the licensing of Exclusively Licensed Patent Rights will be converted to a cash value based on the fair market value or a value mutually agreed upon.

1.11 "Valid Claim" means:

(a) a claim of an issued patent within the Exclusively Licensed Patent Rights or Improvement Patent Rights that has not:

• (i) expired or been canceled,

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• (ii) been finally adjudicated to be invalid or unenforceable by a decision of a court or other appropriate body of competent jurisdiction (and from which no appeal is or can be taken),

  (iii) been admitted to be invalid or unenforceable through reissue, disclaimer or otherwise, or

  (iv) been abandoned in accordance with or as permitted by the terms of this Agreement or by mutual written agreement; or

(b) a claim included in a pending patent application within the Exclusively Licensed Patent Rights or Improvement Patent Rights, which claim is being actively prosecuted in accordance with this Agreement and which has not been:

• (i) canceled,

  (ii) withdrawn from consideration,

  (iii) finally determined to be unallowable by the applicable governmental authority (and from which no appeal is or can be taken), or

  (iv) abandoned in accordance with or as permitted by the terms of this Agreement or by mutual written agreement.

ARTICLE 2

LICENSE GRANT

2.1 Grant of Rights by Licensor . Licensor hereby grants to Licensee the following licenses:

(a) an exclusive, royalty bearing license under the Exclusively Licensed Patent Rights and the Improvement Patent Rights owned or controlled by Licensor to make, have made, import, use, sell, and offer for sale Licensed Products in the Field throughout the world; and

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(b) a nonexclusive, royalty bearing license under the Technology to make, have made, import, use, sell, offer for sale, reproduce, distribute, display, perform, create derivative works of, and otherwise exploit Licensed Products in the Field throughout the world.

These licenses are personal to and nontransferable by Licensee, except as provided in Section 14.9.

Rights not explicitly granted herein are reserved by Licensor.

2.2 Grant of Rights by Licensee to Certain Improvements . Licensee hereby grants to Licensor the following licenses:

(a) an exclusive, fully paid, non-royalty bearing license under the Improvement Patent Rights owned or controlled by Licensee to make, have made, import, use, sell, and offer for sale Licensed Products outside of the Field throughout the world; and

(b) a nonexclusive, fully paid, non-royalty bearing license under the Technology to make, have made, import, use, sell, offer for sale, reproduce, distribute, display, perform, create derivative works of, and otherwise exploit Licensed Products outside of the Field throughout the world.

Rights not explicitly granted herein are reserved by Licensee. The license granted under this Section 2.2 will be governed by the provisions of Sections 1, 2, 5, 8, 9, 12, 13 and 14 of this Agreement, as if Calando Pharmaceuticals Inc. were the Licensor and Insert Therapeutics, Inc. were the Licensee.

2.3 Sublicensing . Licensee has the right hereunder to grant sublicenses to third parties, but sublicensees shall not have the right to grant further sublicenses, and the sublicenses may be of no greater scope than the licenses under Sections 2.1.

Licensee shall not receive, or agree to receive, anything of value in lieu of cash or equity from a third party under a sublicense granted pursuant to this Section 2.3, without Licensor’s express prior written permission which shall not be unreasonably withheld. Licensee shall furnish Licensor within thirty (30) days of the execution thereof a true and complete copy of

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each sublicense and any changes or additions thereto.

Any sublicenses granted by Licensee shall survive termination of the licenses granted in Section 2.1, or of this Agreement, provided that the following conditions are met as of the date of such termination: (a) the written agreement between Licensee and sublicensee pursuant to which the sublicense was granted (i) obligates the sublicensee to thereafter render to Licensor all sublicense royalties or other sublicense-related consideration that the sublicensee would have owed to Licensee under the sublicense, (ii) names Licensor as a third party beneficiary, and (iii) affirms that Licensee shall remain responsible for all obligations to sublicensee (other than those requiring Licensee to hold a license under the Exclusively Licensed Patent Rights or Technology, unless Licensor (at its discretion) elects to assume such obligations; and (b) Licensee informs the sublicensee in writing (with a copy to Licensor) that the sublicensee’s obligations pursuant to (a) are in effect as a result of the termination.

2.4 No Other Rights Granted . The parties agree that neither this Agreement, nor any action of the parties related hereto, may be interpreted as conferring by implication, estoppel or otherwise, any license or rights under any intellectual property rights of Licensor other than as expressly and specifically set forth in this Agreement, regardless of whether such other intellectual property rights are dominant or subordinate to the Exclusively Licensed Patent Rights.

2.5 Preferential Purchaser Status . Licensor shall be entitled to purchase Licensed Products from Licensee for educational, research or other noncommercial purposes on pricing terms that are at least as favorable as any commercial pricing made available by Licensee to any third party.

ARTICLE 3

DISCLOSURE AND DELIVERY

Exclusively Licensed Patent Rights . Within one month of the Effective Date, Licensor shall disclose and deliver to Licensee copies of all patent applications and issued patents within the Exclusively Licensed Patent Rights.

ARTICLE 4

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PROSECUTION OF PATENT APPLICATIONS AND

PAYMENT OF PATENT COSTS

4.1 Prosecution by Licensor . Licensor shall use reasonable efforts, consistent with its normal practices, to: (a) prosecute any and all patent application(s) in connection with the Exclusively Licensed Patent Rights; and (b) file and prosecute Improvement Patent Rights licensed hereunder for which Licensor or Licensee deems it beneficial to obtain additional coverage. Licensee may recommend patent counsel for this purpose. Licensor shall permit Licensee to review all patent applications and claims made therein, and Licensor shall make reasonable efforts to implement modifications thereto as may be requested by Licensee prior to filing. With respect to filings pursuant to Paragraph (b) herein above, Licensor shall promptly disclose such Improvements to Licensee and Licensee shall elect within thirty (30) days whether such Improvements shall be included within the Improvement Patent Rights, at its expense. Licensor will have no obligation to prosecute patent applications that may constitute Improvements that are not elected by Licensee. Upon written election by Licensee, the parties will amend Exhibit A hereto to include inventions within the Exclusively Licensed Patent Rights, in a timely manner.

4.2 Prosecution by Licensee . If Licensor declines to file, prosecute or maintain Exclusively Licensed Patent Rights or Improvement Patent Rights, then Licensee may elect to assume responsibility for such filing, prosecution or maintenance at its expense in Licensor’s name. Licensor agrees to fully cooperate with Licensee in filing, prosecuting, and maintaining any such patent applications and patents, and Licensor agrees to execute any documents as shall be necessary for such purpose, and not to impair in any way the patentability of any of the foregoing.

4.3 Patent Costs . Except as specified in the next paragraph, Licensee shall reimburse Licensor for all reasonable expenses (including attorneys’ fees) incurred by Licensor from and after the Effective Date for the filing, prosecution and maintenance, interference or reexamination proceedings, of Exclusively Licensed Patent Rights and Improvement Patent Rights that relate to or arise from [**]. All amounts owed by Licensee for the reimbursement of patent expenses shall be due within thirty (30) days following receipt by Licensee from Licensor of an invoice covering such fees.

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Licensee may elect not to pay the foregoing patent costs and fees with respect to a particular patent application or patent. In the event that Licensee elects not to pay any of the forgoing costs and fees with respect to a particular application or patent, Licensor, may, at its option, continue such prosecution or maintenance, although any patent or patent application resulting from such prosecution or maintenance will thereafter no longer be subject to the licenses granted in Section 2.1 hereunder.

ARTICLE 5

ROYALTIES

5.1 Timing and Computation . All royalties hereunder shall be computed on a quarterly basis for the quarters ending March 31 ^st , June 30 ^th , September 30 ^th , and December 31 ^st of each calendar year. Royalties for each such quarter shall be due and payable within thirty (30) days after the end of such quarter.

5.2 Valid Claims . For any country in which the Exclusively Licensed Patent Rights or Improvement Patent Rights includes a Valid Claim, Licensee shall pay Licensor a royalty [**].

5.3 Technology . For any country in which the Exclusively Licensed Patent Rights or Improvement Patent Rights do not include a Valid Claim, Licensee shall pay Licensor a royalty of [**].

5.4 Bundled Products and Services . In the event that Licensed Products are sold, licensed, distributed or used in combination with one or more other products or services which are not Licensed Products, the Net Revenues for such combination products will be calculated [**].

5.5 Sublicensing Royalties . Licensee shall pay Licensor [**].

5.6 Minimum Annual Royalties . A minimum annual royalty of [**]. Any royalties paid under Sections 5.2, 5.3, 5.4 and 5.5 for the one-year period preceding the date of payment of the minimum annual royalty shall be creditable against the annual minimum. Licensor shall have the right to terminate this Agreement pursuant to Section 10.2 for failure to pay such minimum annual royalty.

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5.7 Third Party Royalty Offset . If Licensee or an Affiliate is required to make any payment (including, but not limited to, royalties or other license fees) to one or more third parties to obtain a patent license in the absence of which it could not legally make, import, use, sell, or offer for sale Licensed Products in any country, and Licensee provides Licensor with reasonably satisfactory evidence of such third-party payments, such third-party payments shall be [**].

5.8 Currency Conversion . For the purpose of determining royalties payable under this Agreement, any royalties or other revenues Licensee receives from sublicensees in currencies other than U.S. dollars and any Net Revenues denominated in currencies other than U.S. dollars shall be converted into U.S. dollars according to the noon buying rate of the Federal Reserve Bank of New York on the last business day of the quarterly period for which such royalties are calculated.

5.9 Recordkeeping and Audits . Licensee shall keep complete and accurate production and accounting records relating to commercialization (including via sublicensing) of Licensed Products. Licensor shall be entitled to have an independent CPA periodically audit such records, during Licensee’s normal business hours, to determine Licensee’s compliance with the provisions of this Article 5. Licensee shall reimburse Licensor [**]% of any unpaid royalties resulting from any noncompliance discovered as a result of any such audit; and Licensee shall also pay Licensor an additional [**]% of the entire amount of any underpayment exceeding [**]% of the corresponding amount previously paid. Such audits shall be at Licensor’s expense, and shall occur no more than once annually, except that in the case of any underpayment exceeding [**]% of the amount actually paid: (a) Licensee shall reimburse Licensor for the cost of such audit; and (b) Licensor shall be entitled to conduct additional quarterly audits, at Licensee’s expense, until any such audit demonstrates that Licensee is in compliance with its obligations.

5.10 For so long as royalties are payable under this Agreement, Licensee shall report in writing to Licensor on or before April 30 ^th , July 31 ^st , October 31 ^st , and January 31 ^st , Net Revenues and the number of units of Licensed Products sold during the preceding calendar quarter by Licensee and Related Companies, and the royalties or other revenues Licensee received from sublicensees other than Related Companies during the preceding calendar quarter

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for the sale of Licensed Products. Each such report shall also set forth an explanation of the calculation of the royalties payable hereunder and be accompanied by payment of the royalties shown by said report to be due Licensor.

ARTICLE 6

LICENSEE EQUITY INTEREST

6.1 Common Stock Grant . Licensee agrees to irrevocably issue to Licensor, in partial consideration of Licensee’s receipt of the licenses granted under this Agreement, [**] .

6.2 Transfer Restrictions . Licensor agrees that, in the event of any underwritten or public offering of securities of Licensee or an Affiliate, Licensor shall comply with and agree to any legally require