AMENDED AND RESTATED RESEARCH AND DEVELOPMENT AGREEMENT

Exhibit 10.2

Confidential materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions.

AMENDED AND RESTATED

RESEARCH AND DEVELOPMENT AGREEMENT

LEXICON PHARMACEUTICALS, INC.

SYMPHONY ICON HOLDINGS LLC

and

SYMPHONY ICON, INC.

Dated as of June 15, 2007

Confidential materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions.

TABLE OF CONTENTS

		Page
1. Assignment			1
2. Overview of Development			1
3. Development Committee			2
4. Development Plan and Development Budget			3
4.1 Generally			3
4.2 Amendments			3
4.3 Lexicon Funded Research			4
5. Regulatory Matters			5
5.1 FDA Sponsor			5
5.2 Correspondence			5
5.3 Inspections and Meetings			6
5.4 Transfer of FDA Sponsorship			6
6. Lexicon’s Obligations			7
6.1 Generally			7
6.2 Subcontracting			8
6.3 Reports and Correspondence			8
6.4 Staffing			9
6.5 QA Audit			9
6.6 Financial Audit			10
6.7 Insurance			10
7. Symphony Icon’s Obligations			11
7.1 Generally			11
7.2 Subcontracting			11
7.3 Insurance			11
7.4 Staffing			11
7.5 Inspection and Audit			11
8. Funding and Payments			12
8.1 Use of Proceeds			12
8.2 Reimbursement			13
8.3 Budget Allocation and Deviations			13
8.4 Employee Benefits			13
9. Covenants			14
9.1 Mutual Covenants			14

		Page
10. Confidentiality			15
11. Discontinuation Option			15
12. Representations and Warranties			16
12.1 Lexicon Representations and Warranties			16
12.2 Symphony Icon Representations and Warranties			18
13. Relationship Between Lexicon and Symphony Icon			19
14. Change of Control			20
15. No Restrictions; Indemnification			20
15.1 No Restrictions			20
15.2 Indemnification			20
16. Limitation of Liabilities			23
16.1 Between the Parties			23
16.2 Pursuant to the RRD Services Agreement			24
17. Term and Termination			24
17.1 Term			24
17.2 Termination for Lexicon’s Breach			24
17.3 Termination for Symphony Icon’s or Holdings’ Breach			25
17.4 Termination of License Agreement			25
17.5 Survival			25
18. Miscellaneous			26
18.1 No Petition			26
18.2 Notices			26
18.3 Governing Law; Consent to Jurisdiction and Service of Process			27
18.4 Waiver of Jury Trial			28
18.5 Entire Agreement			28
18.6 Amendment; Successors; Assignment; Counterparts			28
18.7 Severability			29
18.8 Third Party Beneficiary			29

Annex A — Certain Definitions
Annex B — Development Committee Charter
Annex C — Initial Development Plan and Initial Development Budget
Annex D — [Intentionally Omitted.]
Annex E — Payment Terms

Schedule 6.2 — Subcontracting Agreements
Schedule 6.4 — Lexicon Key Personnel
Schedule 12.1(f) — Material Disclosed Contracts

Confidential materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions.

AMENDED AND RESTATED

     This AMENDED AND RESTATED RESEARCH AND DEVELOPMENT AGREEMENT (this “ Agreement ”) is entered into as of June 15, 2007 (the “ Closing Date ”) by and among LEXICON PHARMACEUTICALS, INC., a Delaware corporation (“ Lexicon ”), SYMPHONY ICON, INC., a Delaware corporation (“ Symphony Icon ”) (each of Lexicon and Symphony Icon being a “ Party ,” and collectively, the “ Parties ”), and SYMPHONY ICON HOLDINGS LLC, a Delaware limited liability company (“ Holdings ”). Capitalized terms used herein and not defined herein shall have the meanings assigned to such terms in Annex A attached hereto.

PRELIMINARY STATEMENT

     Lexicon and Holdings have entered into that certain Research and Development Agreement, dated as of June 15, 2007 (the “ Research and Development Agreement ”). Pursuant to this Agreement, Holdings desires to assign all of its rights and delegate its obligations under the Research and Development Agreement to Symphony Icon, and Lexicon and Symphony Icon desire to amend and restate the terms and conditions of the Research and Development Agreement.

     In the Novated and Restated Technology License Agreement, Lexicon grants Symphony Icon an exclusive license to develop and commercialize the Products. Symphony Icon wishes for Lexicon to continue to develop such Products. Symphony Icon and Lexicon desire to establish, and agree on the responsibilities of, a Development Committee to oversee such development. Lexicon and Symphony Icon further desire to comply with and perform certain agreements and obligations related thereto.

     The Parties hereto agree as follows:

     1.  Assignment . The Parties agree that from and after the Closing Date, all of the rights and obligations of Holdings under the Research and Development Agreement will be assigned and transferred to, and assumed by, Symphony Icon.

     2.  Overview of Development .

                         (a) The Parties shall develop the Programs in a collaborative and efficient manner as set forth in this Article 2 . Representatives of the Parties shall engage in joint decision-making for the Programs as set forth in Articles 3 and 4 hereof. Symphony Icon shall have overall responsibility for all matters set forth in the Development Plan (pursuant to Article 7 hereof), and shall engage Lexicon (pursuant to Article 6 hereof), RRD (pursuant to the RRD Services Agreement), and such independent contractors and agents as Lexicon may retain on Symphony Icon’s behalf or as it may retain with RRD’s assistance (which contractors include entities retained by Lexicon prior to the Closing Date pursuant to the Subcontracting Agreements set forth on

Confidential materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions.

Schedule 6.2 ), to act on behalf of Symphony Icon and carry out the duties set forth therein and herein.

                         (b) With respect to the LG617 Program and the LG103 Program, Lexicon shall be responsible for the execution of all pre-clinical and clinical development, all scientific and technical services associated with such development, and all patent work, including all related matters set forth in the Development Plan for such Programs.

                         (c) Nothing in Section 2(b) shall in any way limit the authority of the Development Committee (as defined below) or the Symphony Icon Board hereunder, and the engagements and delegations set forth therein shall be subject to the terms and conditions of this Agreement and the RRD Services Agreement, and the satisfactory performance by RRD and Lexicon of their obligations pursuant hereto and thereto. The allocations of responsibility described in this Article 2 shall remain subject to further modification in accordance with the terms and conditions of this Agreement and the RRD Services Agreement.

                         (d) Lexicon hereby acknowledges and agrees to Symphony Icon’s engagement of RRD to act on its behalf and to carry out the duties assigned to RRD herein and in the RRD Services Agreement, including, but not limited to (i) providing personnel and support to the Development Committee and the Symphony Icon Board, (ii) the management and administration of Symphony Icon, (iii) monitoring Lexicon’s implementation of the Programs, and (iv) subject to Section 6.1(a) and without limiting Lexicon’s role thereunder, such other development-related work as Symphony Icon may reasonably delegate to RRD in accordance with the Development Plan.

                         (e) The Parties acknowledge that, subject to the rights of Symphony Icon under the Operative Documents, Lexicon may enter into arrangements with one or more third parties with respect to the development and commercialization of one or more Programs or Products; provided that such arrangements are consistent with Lexicon’s potential reversionary interest in the Programs and/or Products. In the event Lexicon enters into any such arrangement, subject to the rights of Symphony Icon under the Operative Documents, Symphony Icon will use reasonable efforts to accommodate requests by Lexicon with respect to the participation of such third party in development activities hereunder relating to such Program or Product, including without limitation, participation or observation rights for Development Committee meetings and activities; provided such participation shall be limited to the applicable Programs or Products.

     3.  Development Committee . The Parties shall establish and maintain a committee (the “ Development Committee ”) to oversee the development of the Programs (including the continued development and refinement of the Development Plan and the Development Budget). The Development Committee shall be established, operated and governed in accordance with the policies and procedures set forth in Annex B hereto (the “ Development Committee Charter ”). The Development Committee Charter may be amended only with the unanimous approval of the Development

Confidential materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions.

Committee Members and the consent of the Symphony Icon Board, Holdings and Lexicon. In no event shall the Development Committee have the power to amend the terms of any Operative Document.

     4.  Development Plan and Development Budget .

          4.1 Generally . The Parties have agreed, as of the Closing Date, to an Initial Development Plan and an Initial Development Budget, which are attached hereto and incorporated herein as Annex C , and which shall be further developed and refined from time to time in accordance herewith. The Initial Development Plan consists (and the Development Plan shall consist) of detailed provisions governing all research, pre-clinical, clinical, development, manufacturing, scientific, technical, regulatory and patent work to be performed under the Operative Documents. Following the Closing Date, the Development Committee shall, on an ongoing basis, further develop the Development Plan to include, without limitation, (i) an outline of the plan for the clinical development of each Program; and (ii) outlines of non-clinical activities, key regulatory and quality activities, and CMC activities for each Program. The Initial Development Budget consists (and the Development Budget shall consist) of two (2) components: (x) a development budget for each Program covered by the Development Plan (the “ Program Specific Budget Component ”), and (y) a budget for the cross program management and administrative functions of Symphony Icon, as set forth in Section 1(a) of the RRD Services Agreement (the “ Cross Program Budget Component ”). The development budgets for each Program in the Program Specific Budget Component covered by the Development Plan shall be further divided into budget spreadsheets summarizing (1) anticipated costs of engaging third party service providers and the scope of work to be performed by such third parties; and (2) the number of FTEs to be dedicated to the Programs (by function and work responsibilities, on a Program-by-Program basis). All presently anticipated or actual expenditures of Symphony Icon, [**] , are included in the Initial Development Budget attached hereto, and will continue to be included in any amendments thereof. The Development Committee shall, at the request of the Symphony Icon Board, submit the Development Plan and the Development Budget (as each shall have been developed and refined up to such point) to the Symphony Icon Board for its review at the first meeting of the Symphony Icon Board. Following the Symphony Icon Board’s review, the Development Committee shall work diligently to incorporate any comments generated by the Symphony Icon Board’s review and update the Development Plan and the Development Budget as soon as practicable, and submit the updated Development Plan and the updated Development Budget to the Symphony Icon Board for further review.

          4.2 Amendments .

                         (a) All amendments of, and all material deviations from, the Development Plan and Development Budget (including amendments or deviations made at the request of Lexicon or RRD, in accordance with Section 8.3 hereof or Section 2(b) of the RRD Services Agreement, respectively) shall be made in

Confidential materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions.

accordance with the procedures described in this Article 4 and in the Development Committee Charter, including obtaining the approval of the Symphony Icon Board, as may be required by the Development Committee Charter.

                         (b) The Development Committee shall review the Development Plan and Development Budget [**] to determine whether any changes are required, and shall comply with all procedures required to amend the Development Plan or Development Budget to implement such changes. Furthermore, following the Closing Date, the Development Committee shall, on an ongoing basis, continue to develop the Development Plan, including, without limitation, as set forth in Section 4.1 and in response to requests, proposals or reports from Lexicon and RRD to the Development Committee.

                         (c) A Program, or a Product within a Program, may only be discontinued in the event that either (i) the Parties mutually agree to discontinue such Program or Product based on (A) a Medical Discontinuation Event, or (B) scientific evidence (regardless of whether such evidence is generated by a Party or a third party) that [**] (a “ Scientific Discontinuation Event ”) that arises in the course of developing such Program or Product; or (ii) upon recommendation of the Development Committee, the Symphony Icon Board resolves to discontinue such Program or Product by (A) [**], or (B) [**] ; provided , that notwithstanding the foregoing, the Symphony Icon Board may at any time, by the applicable vote described in this clause (ii) , discontinue a Program or Product upon a Medical Discontinuation Event without a prior recommendation of the Development Committee. The Development Committee shall promptly thereafter amend the Development Plan to reflect such discontinuation and amend the Development Budget to reallocate to any or all of the remaining Programs some or all of the funds previously allocated to the discontinued Program or Product (with any funds not then allocated to be held for reallocation by the Development Committee).

                         (d) The Development Plan shall never be amended in any manner that would require Lexicon or Symphony Icon (or any Person acting on behalf of Lexicon or Symphony Icon (including RRD and its RRD Personnel)) to perform any assignments or tasks in a manner that would violate any applicable law or regulation. In the event of a change in any applicable law or regulation, the Development Committee shall consider amending the Development Plan to enable Lexicon or Symphony Icon (or any Person acting on behalf of Lexicon or Symphony Icon (including RRD and its RRD Personnel)), as the case may be, to comply fully with such law or regulation. If such amendment is not approved, the affected Party shall be excused from performing any activity specified herein or in the Development Plan that would violate or result in a violation of any applicable law or regulation.

          4.3 Lexicon Funded Research . Lexicon and Symphony Icon hereby agree that, until the end of the Term, Lexicon, upon request to the Development Committee, using commercially reasonable methods, may expend its own funds to extend, increase, or otherwise modify, outside the scope of the Development Plan, the trials and development activities run by Lexicon, subject to the prior approval of the

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Development Committee. The Development Committee shall consider any such request in good faith taking into account the fact that Symphony Icon will receive the benefits, if any, of such additional activities, without any cost to Symphony Icon as well as taking into account the risks, if any, of such activities to the relevant Program. Such additional Lexicon-supplied funds shall not be included in the calculations used to determine the Discontinuation Price (pursuant to Section 11(a) hereof) or the Purchase Price (pursuant to Section 2(b) of the Purchase Option Agreement). Lexicon agrees that the results of such research and development shall immediately become part of the Licensed Intellectual Property and shall thereafter be subject to the terms of the Operative Documents. Lexicon’s rights pursuant to this Section 4.3 are in addition to, and separate from, its rights pursuant to Section 8.3 hereof.

     5.  Regulatory Matters .

          5.1 FDA Sponsor . Notwithstanding any governance provision contained herein or in any Operative Document, the Parties agree that, until the termination or unexercised expiration of the Purchase Option, Lexicon shall be the FDA sponsor, and shall serve the equivalent role with respect to any corresponding recognized regulatory authority outside of the United States, for the Programs, except any Programs which were the subject of a Discontinuation Option that was not exercised by Lexicon (the “ FDA Sponsor ”). As the FDA Sponsor, Lexicon shall have the responsibility and the authority to act as the sponsor and make those decisions and take all actions necessary to assure compliance with all regulatory requirements. Lexicon agrees to be bound by, and perform all obligations set forth in, 21 C.F.R. § 312 and any and all similar obligations imposed by a recognized foreign regulatory authority related to Lexicon’s role as the FDA Sponsor. Notwithstanding anything to the contrary in Article 4 or the Development Committee Charter, Lexicon, in its capacity as FDA Sponsor, may discontinue or modify any Program without the approval of the Development Committee or the Symphony Icon Board in the event such actions are: (a) attributable to an event that is reportable to the FDA or corresponding recognized regulatory authority outside of the United States; and (b) reasonably necessary to avoid the imposition of criminal or civil liability; provided , however , that to the extent commercially reasonable, Lexicon shall (i) pursuant to Section 5.2 , advise and consult with the Development Committee prior to taking such action and (ii) forward a copy of all regulatory correspondence relevant to such discontinuation or modification to the members of the Symphony Icon Board.

          5.2 Correspondence . Each Party hereto acknowledges that Lexicon, in its capacity as FDA Sponsor, shall be the Party responding to any regulatory correspondence or inquiry regarding one or both Programs. Lexicon shall: (a) notify at least one (1) Development Committee Member designated by Holdings within [**] of any FDA or other governmental or regulatory inspection or inquiry concerning any study or project under the Programs, including, but not limited to, inspections of investigational sites or laboratories; and (b) forward to the Development Committee copies of any correspondence from any regulatory or governmental agency relating to such a study or project, including, but not limited to, Form FD-483 notices and FDA refusal to file,

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action or warning letters, even if they do not specifically mention Symphony Icon. Subject to the following sentence, Symphony Icon shall not have any right to initiate any regulatory correspondence with respect to the Programs. In the event that Symphony Icon receives a request or notification from a Governmental Authority with respect to the Programs, Symphony Icon shall: (i) notify Lexicon within [**] of receipt of such request or communication and (ii) to the extent practicable, submit any proposed response to Lexicon for review and approval; provided , that such approval shall not be unreasonably withheld and shall not prevent Symphony Icon from complying with any legal requirements. Furthermore, Lexicon shall be the Party responsible for responding to or handling any FDA or regulatory inspection with respect to one or both Programs; provided , that Lexicon shall notify at least one (1) of the Development Committee Members designated by Holdings (i) within [**] of receiving notice of the commencement of a clinical hold for any Protocol, and (ii) concurrently with its submission to the FDA of any IND safety reports for the Programs.

          5.3 Inspections and Meetings . Each Party agrees that, during an inspection by the FDA or other Regulatory Authority concerning any study or project under the Programs, it will not disclose to such agency any information and materials (including but not limited to (x) financial data and pricing data including, but not limited to, budget and payment schedules, (y) sales data (other than shipment data), and (z) personnel data (other than data as to qualification of technical and professional persons performing functions subject to regulatory requirements)) that are not required to be disclosed to such agency without first obtaining the consent of the other Party, which consent shall not be unreasonably withheld or delayed, except to the extent that such Party may be required by law to disclose such information and materials. Lexicon shall be the Party responsible for arranging and participating in any meetings with any Regulatory Authority concerning one or both Programs. To the extent practicable, Lexicon shall consult with the Development Committee prior to any such meetings and provide to the Development Committee for review all relevant correspondence to date. During Lexicon’s consultation with the Development Committee, Lexicon and the Development Committee shall discuss and agree upon issues including but not limited to overall regulatory strategy, proposed agendas, goals and objectives, preparation and attendees. Following any meeting that pertains to a Program, but that was not attended by at least one (1) of the Development Committee Members designated by Holdings, Lexicon shall provide at least one (1) of the Development Committee Members designated by Holdings with an oral summary of that meeting within [**] of such meeting and a written summary of that meeting within [**] of such meeting.

          5.4 Transfer of FDA Sponsorship .

                         (a) On or prior to the thirtieth (30th) day after the unexercised expiration or termination of the Purchase Option, Lexicon shall cease to act as the FDA Sponsor for the Programs for which Lexicon has not exercised a Discontinuation Option, and Lexicon and Symphony Icon shall, at Symphony Icon’s expense, take all actions necessary to effect the transfer of (x) the Regulatory Files

Confidential materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions.

(subject to Symphony Icon’s rights under Section 2.7 of the Novated and Restated Technology License Agreement) related to such Programs to Symphony Icon or its designee in accordance with Section 2.7 of the Novated and Restated Technology License Agreement, and (y) any and all materials necessary for Symphony Icon to practice or exploit the license granted to it under the Novated and Restated Technology License Agreement, by such date. In conjunction with such transfer, Lexicon shall assign to Symphony Icon or its designee, at Symphony Icon’s expense and as of the date specified in the first sentence of this Section 5.4(a) , all of the material Development Subcontracting Agreements to which Lexicon is a party and that are assignable to Symphony Icon or its designee without consent from the other party to the agreement. Lexicon shall use commercially reasonable efforts to cause the assignment of any non-assignable material Development Subcontracting Agreement or portion thereof relating to the Programs. If it is not successful in causing such assignment, Lexicon shall act as Symphony Icon’s agent, at Symphony Icon’s reasonable request and expense, in procuring all goods and services under such agreements until such time as Symphony Icon enters into alternative arrangements to procure such services, provided that Symphony Icon uses commercially reasonable efforts to enter into such alternative arrangements as soon as possible. Lexicon agrees to take such commercially reasonable actions as Symphony Icon may request in furtherance of the foregoing, at the expense of Symphony Icon. Such efforts shall not include any obligation for Lexicon to incur any out-of-pocket costs. Lexicon shall provide copies of all such Development Subcontracting Agreements to Symphony Icon, at Symphony Icon’s expense, in connection with such transfer.

                         (b) Except as provided in the Amended and Restated Technology License Agreement, upon the discontinuation of any of the Programs pursuant to Section 4.2(c) , Lexicon shall have no further obligations with respect to such Programs under the Operative Documents. If such Program is transferred or licensed to a third party in accordance with Section 11 (such third party, the “ Transferee ”), then Lexicon shall cooperate with Symphony Icon and the Transferee to effect the assignment to the Transferee of the sponsorship to the Regulatory Files (subject to Symphony Icon’s rights under Section 2.7 of the Novated and Restated Technology License Agreement) that are related to such Program; provided , however , that Lexicon shall not be obligated to take any action pursuant to this Section 5.4(b) for which it will not receive full reimbursement from Symphony Icon or another party. The assignment of such Regulatory Files to the Transferee does not include an assignment of any Licensed Intellectual Property.

     6.  Lexicon’s Obligations .

          6.1 Generally .

                         (a) Lexicon shall have primary responsibility for the implementation of the Programs. Without limiting the foregoing, Lexicon shall specifically be responsible for (i) performing all pre-clinical and clinical development for the LG617 Program and the LG103 Program in accordance with the Development Plan,

Confidential materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions.

(ii) manufacturing of, or arranging for third parties to manufacture, Clinical Trial Materials for the Programs, and carrying out the quality assurance therefor, in each case in accordance with the Development Plan, and (iii) executing all other matters set forth in the Development Plan that are delegated to Lexicon by Symphony Icon pursuant to the Development Plan (collectively, the “ Lexicon Obligations ”).

                         (b) Lexicon agrees that it will work diligently and use commercially reasonable efforts to discharge the Lexicon Obligations in a good scientific manner and in accordance with the Development Plan, the Development Budget, and the terms of this Agreement.

          6.2 Subcontracting . All agreements between Lexicon and third parties (including without limitation clinical research organizations and contract manufacturers) for such third parties to perform any Lexicon Obligations (each such third party, a “ Lexicon Subcontractor ” and each such agreement, a “ Subcontracting Agreement ”) entered into by Lexicon prior to the Closing Date (except for those master service agreements executed prior to the Closing Date that, only through the subsequent addition of a new work order, change order, project or the like after the Closing Date, become Subcontracting Agreements) and listed on Schedule 6.2 hereto, shall be deemed to be acceptable to the Parties in all respects. Following the Closing Date, Lexicon shall obtain approval of the Development Committee prior to entering into any Subcontracting Agreement, issuing new work orders against existing Subcontracting Agreements, or amending or terminating any Subcontracting Agreement, which approval shall not unreasonably be withheld. Lexicon shall provide the Development Committee with a copy of each draft Subcontracting Agreement. The Development Committee, or its designee(s), shall have [**] to approve or reject the terms of such draft Subcontracting Agreement; provided that during such [**] period Lexicon shall make appropriate representatives available to the Development Committee to discuss such Subcontracting Agreement in good faith and reasonable detail and shall provide any information as may be reasonably requested by the Development Committee or any member thereof. Only approval of the terms of such draft Subcontracting Agreement will entitle Lexicon to reimbursement by Symphony Icon for such Subcontracting Agreement. The terms of such draft Subcontracting Agreement shall be deemed to have been approved if not objected to by any Development Committee Member within the [**] period. The terms of any such Subcontracting Agreements shall be deemed the Confidential Information of Lexicon and be subject to the rights and obligations set forth in the Confidentiality Agreement. Lexicon shall monitor the performance of its Lexicon Subcontractors and shall promptly notify the Development Committee with respect to any Lexicon Subcontractor performance issues that may have a material adverse effect on the Programs. The Development Committee shall have the authority to direct Lexicon to terminate any Subcontracting Agreement pursuant to the terms thereof.

          6.3 Reports and Correspondence . Lexicon shall keep the Development Committee informed of its activities under the Development Plan through regular reports, as set forth in this Section 6.3 . At each Scheduled Meeting of the

Confidential materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions.

          Development Committee, or according to a schedule agreed to by the Development Committee, Lexicon shall, to the extent reasonably required by the Development Committee, provide a summary of Lexicon’s activities and developments with respect to the Programs for the period following the most recent preceding scheduled summary report. Such summary report shall include the following types of information in a format and frequency as determined by the Development Committee: (i) updates regarding (A) [**]; and (B) [**]; (ii) a copy of each standard clinical study progress report for the Programs received by Lexicon during the preceding period from any of the clinical research organizations engaged by Lexicon pursuant to any Subcontracting Agreements and a copy of any final preclinical study reports for such Programs; (iii) a financial report, in a format agreed upon by the Development Committee, itemizing actual spending under the Development Plan as well as any variation from planned spending; (iv) if the portion of the Development Budget related to a particular Program is altered to the extent that available funding for such Program no longer appears to be adequate to complete the Program, an updated budget forecast; (v) copies of all Subcontracting Agreements executed since the previous Development Committee Meeting; and (vi) such other information as the Development Committee may reasonably request. Lexicon shall notify at least one (1) of the Development Committee Members designated by Holdings as soon as possible, but no later than within [**] of the occurrence of any event that has, or could reasonably be expected to have, in Lexicon’s judgment in light of the circumstances existing at the time, a material adverse effect on the Development Plan or the Development Budget and shall keep the Development Committee regularly updated and informed with respect to any such event.

          6.4 Staffing . Lexicon shall use commercially reasonable efforts to provide such sufficient and competent staff and Personnel (including, without limitation, such employees or agents of, or independent contractors retained by, Lexicon) that have the skill and expertise necessary to perform the Lexicon Obligations. Lexicon shall notify Symphony Icon in advance, if practicable, and in any event promptly thereafter, of any change in Key Personnel involved in the Programs.

          6.5 QA Audit . During the Term, Lexicon will permit Symphony Icon’s representatives (such representatives to be identified by Symphony Icon in advance and reasonably acceptable to Lexicon and to enter into a confidentiality agreement with Lexicon) to examine and audit, during regular business hours, the work performed by Lexicon hereunder and the Lexicon facilities at which such work is conducted to determine that Lexicon Obligations are being conducted in accordance with the terms of the Agreement, the Development Plan and the Development Budget (“ QA Audits ”). Symphony Icon shall give Lexicon reasonable advance notice of such QA Audits specifying the scope of the audit. Symphony Icon shall reimburse Lexicon for its time associated with QA Audits; provided , however , that should a particular QA Audit reveal a material deficiency in Lexicon’s quality assurance procedures, then Lexicon will be responsible for all costs of such QA Audit, including Symphony Icon’s reasonable costs associated with such QA Audit, the work to be re-performed and the costs or expenses associated with curing such material deficiencies. Symphony Icon and Lexicon

Confidential materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions.

shall meet to discuss the results of the QA Audit and, if required, jointly agree upon any actions that will be required as a result of such QA Audit including defining material deficiencies to be addressed. Lexicon shall make commercially reasonable efforts to reconcile all such deficiencies found by Symphony Icon during such QA Audit.

          6.6 Financial Audit . During the Term, Lexicon will permit Symphony Icon’s representatives (such representatives (i) to be identified by Symphony Icon in advance and reasonably acceptable to Lexicon and (ii) to enter into a confidentiality agreement with Lexicon), to verify Lexicon’s invoices, other receipts, and FTE records that are related to Lexicon’s performance of the work under the Programs (“ Financial Audits ”), which review shall be conducted during regular business hours and will take place no more than once per year, unless otherwise agreed to by the Parties. Symphony Icon shall give Lexicon reasonable advance notice of such Financial Audits specifying the scope of the audit, which shall not include work that has previously undergone Financial Audits. Symphony Icon shall reimburse Lexicon for its time associated with Financial Audits; provided , however , that should a particular Financial Audit reveal an overstatement of costs and expenses in the reports submitted by Lexicon to Symphony Icon for reimbursement purposes during the period covered by such Financial Audit that exceeds [**] in the aggregate, then Lexicon will be responsible for all costs of such Financial Audit, including Symphony Icon’s reasonable costs associated therewith. Symphony Icon and Lexicon shall meet to discuss the results of the Financial Audit and, if required, jointly agree upon any actions that will be required as a result of such Financial Audit including defining material discrepancies to be addressed. Lexicon shall make commercially reasonable efforts to reconcile all such discrepancies found by Symphony Icon during such Financial Audit. In addition, Lexicon shall, during regular business hours, cooperate with, and promptly respond to, inquiries from the Symphony Icon Auditors, if the Symphony Icon Auditors shall reasonably conclude that they require additional information or clarification regarding any invoices, other receipts or FTE records submitted by Lexicon.

          6.7 Insurance . Lexicon shall carry and maintain throughout the Term (i) clinical trial liability insurance (including errors and omissions coverage and product coverage), at Lexicon’s sole expense, with limits of at least [**], and (ii) property and casualty insurance covering Products and other Lexicon assets used in executing the Development Plan in amounts customarily carried by business entities with a size and risk profile similar to Lexicon, at Lexicon’s sole expense, with limits of at least [**]. Symphony Icon and RRD shall be named as additional insureds on all clinical trial liability insurance. Upon Symphony Icon’s request, Lexicon shall instruct its insurance carrier(s) to promptly furnish to Symphony Icon certificates reflecting such coverage and a representation indicating that such coverage shall not be canceled or otherwise terminated during the Term without [**] prior written notice to Symphony Icon. Notwithstanding anything to the contrary herein, this Section 6.7 shall survive for a period of [**] following termination or expiration of this Agreement.

Confidential materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions.

     7.  Symphony Icon’s Obligations .

          7.1 Generally . Symphony Icon shall have overall responsibility for all matters set forth in the Development Plan, and shall be responsible for (i) executing or delegating its management and administration responsibilities; and (ii) executing or delegating the development activities set forth in the Development Plan. Symphony Icon shall, and shall instruct all Persons whom it engages pursuant to Article 2 hereof to, perform its obligations hereunder and under the Development Plan in good faith and in accordance with the applicable provisions of the Development Plan and the Development Budget, and the terms of this Agreement.

          7.2 Subcontracting . Symphony Icon is subcontracting, and will in the future subcontract, certain of its responsibilities under the Development Plan to Lexicon (pursuant hereto), to RRD (pursuant to the RRD Services Agreement) and to other vendors and service providers (pursuant to subcontracting agreements to be approved by the Development Committee); provided , that Symphony Icon shall remain responsible for the performance of its obligations hereunder notwithstanding any such arrangement. Each subcontracting agreement entered into by Symphony Icon (except for the RRD Services Agreement) shall include a provision permitting assignment at any time of the subcontracting agreement from Symphony Icon to Lexicon without the subcontractor’s consent; provided that Symphony Icon may not assign its obligations under any such subcontracting agreement to Lexicon without Lexicon’s prior written consent.

          7.3 Insurance . Symphony Icon shall maintain insurance with creditworthy insurance companies against such risks and in such amounts as are usually maintained or insured against by other companies of established repute engaged in the same or a similar business.

          7.4 Staffing . Symphony Icon shall use commercially reasonable efforts to provide, or cause to be provided on its behalf (including Personnel retained by RRD), sufficient and competent staff and Personnel that have the skill and expertise necessary to perform Symphony Icon’s obligations under this Agreement, the RRD Services Agreement, the Development Plan and the Development Budget, including, but not limited to, (i) carrying out its management and administrative functions pursuant to the RRD Services Agreement, and (ii) carrying out its clinical development duties in accordance with the RRD Services Agreement, this Agreement, the Development Plan and the Development Budget. Symphony Icon shall notify Lexicon in advance, if practicable, and in any event promptly thereafter, of any change in the key RRD Personnel involved in the Programs.

          7.5 Inspection and Audit . Symphony Icon shall permit each of Lexicon, Holdings, Investors and each Symphony Fund and their duly authorized representatives at all reasonable business hours to inspect and audit (1) Symphony Icon’s books, records and other reasonably requested materials and (2) any and all properties of

Confidential materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions.

Symphony Icon, and it shall provide to each of Lexicon, Holdings, Investors and each Symphony Fund all books, records and other materials related to any meeting of the Symphony Icon Board or Symphony Icon Shareholders and to permit Holdings, Investors and each Symphony Fund to make copies or extracts therefrom; provided , that each aforementioned party may conduct one such inspection or audit in each calendar year without cost to such party, and that any party conducting additional inspections or audits shall reimburse the Manager for its reasonable costs and expenses in facilitating such additional inspections or audits unless such additional inspections or audits were performed to determine whether previously identified material deficiencies have been addressed. Symphony Icon and the party conducting such inspection or audit, or such party’s representative, shall meet to discuss the results of such inspection or audit and, if required, jointly agree upon any actions that will be required as a result of such inspection or audit including defining material discrepancies to be addressed. Symphony Icon shall make commercially reasonable efforts to reconcile all such discrepancies found by Lexicon, Holdings, Investors or any Symphony Fund during such inspection or audit.

     8.  Funding and Payments .

          8.1 Use of Proceeds .

                         (a) Symphony Icon shall use any and all (i) proceeds received by Symphony Icon as a result of the Financing (including proceeds of the Lexicon Payment Amount), (ii) indemnity payments received by Symphony Icon, and (iii) payments received by Symphony Icon pursuant to first and third party covered insurance claims, for the development of the Programs and general corporate purposes of Symphony Icon, including the payment of all fees and expenses in accordance with the Development Plan and the Development Budget, as may be modified from time to time pursuant to Section 4.2, and the payment of any indemnification obligations of Symphony Icon under the Operative Documents and agreements with third party contractors. Notwithstanding the foregoing, Symphony Icon agrees that any agreement under which Symphony Icon indemnifies any Person shall contain appropriate provisions to cause such Person who receives payments from Symphony Icon as a result of Symphony Icon’s indemnification obligations under the Operative Documents, and who is subsequently reimbursed from insurance proceeds with respect to such losses, costs, interest, awards, judgments, fees, liabilities, damages and expenses for which such Person received the indemnity payments from Symphony Icon, to then reimburse Symphony Icon the amounts paid to such Person by Symphony Icon to the extent of the insurance proceeds. Symphony Icon further agrees to use all commercially reasonable means to enforce such provisions.

                         (b) Symphony Icon shall use any and all payments received by Symphony Icon from Lexicon following the exercise of a Discontinuation Option or from a third party for the transfer or license of rights to a Program following the unexercised expiration of a Discontinuation Option, in the manner as determined by the Development Committee in its sole discretion. If the Development Committee

Confidential materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions.

determines such payments from Lexicon or a third party are not necessary for the development of the Programs, general corporate purposes of Symphony Icon, or payment of any indemnification obligations of Symphony Icon, the Development Committee shall so notify the Symphony Icon Board the amount thereof and that such amount is released to Symphony Icon for application as determined by the Symphony Icon Board. The Symphony Icon Board may, in its sole discretion, declare a dividend or otherwise distribute such amount to Holdings, and the Purchase Price shall be reduced by the aggregate amount of such dividends or other distributions.

          8.2 Reimbursement . Symphony Icon shall compensate Lexicon for its Development Plan-associated activities and services, including, without limitation, its research, clinical and manufacturing services and any other activities delegated to and by Lexicon in accordance with this Agreement. Such compensation shall be made in accordance with the provisions of this Article 8 and the payment terms attached hereto as Annex E (the “ Payment Terms ”), the terms of which are hereby adopted and incorporated herein; provided that Lexicon shall be directly responsible for compensation and reimbursement of Lexicon Subcontractors, it being understood that the cost shall be passed through to Symphony Icon. With respect to costs for travel, unless the Development Committee provides Lexicon with prior approval, all Lexicon personnel shall adhere to Lexicon’s travel policy.

          8.3 Budget Allocation and Deviations . Lexicon shall have the discretion to incur out-of-pocket fees, expenses and costs and allocate its resources in a manner consistent with the Development Plan and the Development Budget. If Lexicon reasonably anticipates that the actual cost for any particular Activity will exceed that portion of the Development Budget allocated for such Activity by the greater of (a) [**] or more or (b) [**] or more (or such greater amount as the Symphony Icon Board may subsequently determine), then Lexicon may request that the Development Committee amend the Development Budget, either at its next Scheduled Meeting or at an Ad Hoc Meeting, to reflect such cost increase. Lexicon shall be fully reimbursed, pursuant to Section 8.2 , for all out-of-pocket amounts incurred with respect to an Activity performed pursuant to the Development Plan, as such Development Plan may be modified upon approval of the Development Committee, provided that, without the approval of the Development Committee, Lexicon shall not be reimbursed for expenditures that exceed the amounts set forth in the Development Budget by the criteria set forth in the second sentence of this Section 8.3 . If the Development Committee denies a request made by Lexicon pursuant to this Section 8.3 to amend the Development Budget, then Lexicon shall no longer be obligated to perform such incremental activity that is expected to give rise to such additional expenditures.

          8.4 Employee Benefits . Symphony Icon shall not be responsible for providing or paying any benefits (including, but not limited to, unemployment, disability, insurance, or medical, and any pension or profit sharing plans) to Lexicon or to any employees of Lexicon or any persons retained or used by Lexicon to perform activities pursuant to the Development Plan, including independent contractors,

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Subcontractors and agents (collectively, “ Lexicon Personnel ”). As to Lexicon or any Lexicon Personnel, Symphony Icon shall not be responsible for: (a) any federal, state or local income tax withholding; (b) Federal Insurance Contributions Act contributions; (c) contributions to state disability funds or liability funds or similar withholdings; (d) payment of any overtime wages; (e) workers’ compensation; or (f) compliance with any laws, rules or regulations governing employees. Lexicon agrees that, as between Symphony Icon and Lexicon, Lexicon is and will continue to be responsible for: (i) all matters relating to the payment of compensation and provision of benefits to Lexicon Personnel; and (ii) compliance with all applicable laws, rules and regulations governing Lexicon’s employees. Lexicon acknowledges that Lexicon is not entitled to reimbursement with respect to any amounts related to the services of Lexicon Personnel in excess of the fully burdened FTE rates in accordance with Annex E attached hereto and Symphony Icon acknowledges that the FTE rates used as the basis for reimbursing Lexicon for the services of Lexicon Personnel include Lexicon’s costs associated with providing such benefits and fulfilling such responsibilities. Such FTE rates also cover all direct and indirect, cash and non-cash compensation paid to or on behalf of said employee or other individual performing duties customarily performed by an employee; all payroll related taxes and costs; all fringe benefits and perquisites; all overhead and support provided by Lexicon for said employee, including but not limited to facility, office, laboratory and equipment costs, training and education, and general corporate management, supervision, executive and administrative functions and activities; and quality assurance and other functions and activities benefiting Lexicon or multiple departments, projects or employees within Lexicon.

     9.  Covenants .

          9.1 Mutual Covenants . Each of Lexicon and Symphony Icon covenants and agrees that, with respect to the Programs and any other rights and obligations set forth in the Operative Documents, it shall:

                         (a) perform all of its obligations pursuant to this Agreement in material compliance with: (i) all applicable federal and state laws, statutes, rules, regulations and orders (including all applicable approval and qualification requirements thereunder), including, without limitation, the Federal Food, Drug and Cosmetic Act and the regulations promulgated pursuant thereto; (ii) all applicable good clinical practices and guidelines; (iii) all applicable standard operating procedures; (iv) all applicable Protocols; and (v) the provisions of this Agreement;

                         (b) keep complete, proper and separate books of record and account, including a record of all costs and expenses incurred, all charges made, all credits made and received, and all income derived in connection with the operation of its business, all in accordance with GAAP;

                         (c) not employ (or, to the best of its Knowledge, shall not use any contractor or consultant who is or that employs) any individual or entity

Confidential materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions.

debarred by the FDA (or subject to a similar sanction of any other Regulatory Authority), or, to the best of its Knowledge, any individual who or entity which is the subject of an FDA debarment investigation or proceeding (or similar proceeding of any other Regulatory Authority), in the conduct of the Programs;

                         (d) promptly deliver to the other, upon receipt thereof, notice of all actions, suits, investigations, litigation and proceedings before any Governmental Authority, which would reasonably be expected to affect such Party’s ability to perform its obligations under this Agreement;

                         (e) upon its acquiring Knowledge of (i) any breach by it of any representation, warranty, covenant or any other term or condition of this Agreement or (ii) any other event or development, in each case that is, or is reasonably expected to be, materially adverse to the other Party with respect to any Program, such Party shall promptly notify the other Party in writing within [**] of acquiring such Knowledge; provided , that the failure to provide such notice shall not impair or otherwise be deemed a waiver of any rights any Party may have arising from such breach, event or development and that notice under this Section 9.1(e) shall not be deemed an admission by the Party providing such notice of any breach of any of the Operative Documents; and

                         (f) with reasonable promptness, deliver to the other Party such data and information relating to the ability of such Party to perform its obligations hereunder as from time to time may be reasonably requested by the other Party (subject to the maintenance of the confidentiality of any such information by the receiving Party). For the avoidance of doubt, this Section 9.1(f) includes Lexicon’s obligations to provide financial and other necessary information in respect of such Programs to Symphony Icon and RRD to enable Symphony Icon to fulfill its obligations to Lexicon under Section 5(d) of the Purchase Option Agreement, and to enable RRD to fulfill its obligations to Symphony Icon and Lexicon under Sections 5(a) and 5(b) of the RRD Services Agreement.

     10.  Confidentiality . It is understood that during the course of this Agreement each of the Parties shall be bound by the terms of the Confidentiality Agreement.

     11.  Discontinuation Option .

                         (a) A Program may only be discontinued in accordance with Section 4.2(c) . In the event of such a Program discontinuation during the Term, (i) Symphony Icon shall so notify Lexicon promptly and in writing of such discontinuation, and (ii) Lexicon shall have the right and option (a “ Discontinuation Option ”), exercisable for [**] after receipt of such written notice from Symphony Icon of such discontinuation, to buy back the Licensed Intellectual Property related to such discontinued Program for a price (payable by wire transfer to Symphony Icon) that is [**] (such sum, the “ Discontinuation Price ”), to be reasonably determined between the Parties, or, if the Parties are unable to come to a resolution within [**] after receipt of

Confidential materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions.

such written notice from Symphony Icon of such discontinuation, to be determined in accordance with Section 11(b) hereof. If the Discontinuation Price is determined in accordance with Section 11(b) , then the [**] period for Lexicon’s exercise of a Discontinuation Option shall be extended by the time needed for such determination so that Lexicon has at least [**] after such determination to decide whether it wishes to exercise a Discontinuation Option. Following the unexercised expiration of a Discontinuation Option, Symphony Icon may transfer or license its rights to such Program to a third party at any time prior to the expiration of the Term. Under no circumstances may Symphony Icon or Lexicon (unless Lexicon has exercised its Discontinuation Option for such Program) reinitiate work on a discontinued Program prior to the expiration or termination of the Purchase Option. Any Discontinuation Price paid to Symphony Icon by Lexicon and subsequently dividended or otherwise distributed to Holdings shall reduce the Purchase Price in the amount of such dividends or other distributions.

                         (b) If Lexicon and Symphony Icon cannot agree on the Discontinuation Price within [**] after receipt of such written notice from Symphony Icon of such discontinuation, then at Lexicon’s request, the Chief Executive Officer of Lexicon and Chairman of the Symphony Icon Board shall make good faith efforts to resolve the disagreement(s) regarding the calculation of the Discontinuation Price. If the Chief Executive Officer of Lexicon and Chairman of the Symphony Icon Board do not agree on the Discontinuation Price within [**] after Lexicon’s request, then the Parties shall jointly select a nationally recognized expert to resolve any remaining disagreements regarding calculation of the Discontinuation Price. The Parties shall use their respective commercially reasonable efforts to cause such expert to make its determination of the Discontinuation Price within [**] of accepting its selection. The expert’s determination of the Discontinuation Price shall, absent manifest error, be (i) binding and conclusive and (ii) the Discontinuation Price at which a Discontinuation Option shall be exercised by Lexicon. All costs and expenses of the expert shall be shared equally between Lexicon and Symphony Icon. Notwithstanding the foregoing, in any case, each Party shall be responsible for the payment of its respective costs and expenses, including any attorneys’ fees.

     12.  Representations and Warranties .

          12.1 Lexicon Representations and Warranties . Lexicon hereby represents and warrants to Symphony Icon and Holdings that, as of the Closing Date:

                         (a)  Organization . Lexicon is a corporation, duly organized, validly existing and in good standing under the laws of the State of Delaware.

                         (b)  Authority and Validity . Lexicon has all requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement and the Novated and Restated Technology License Agreement and to consummate the transactions contemplated thereby. The execution, delivery and performance by Lexicon of this Agreement and the Novated and Restated Technology

Confidential materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions.

License Agreement and the consummation of the transactions contemplated thereby have been duly and validly authorized by all necessary action required on the part of Lexicon, and no other proceedings on the part of Lexicon are necessary to authorize this Agreement or the Novated and Restated Technology License Agreement or for Lexicon to perform its obligations under this Agreement or the Novated and Restated Technology License Agreement. This Agreement and the Novated and Restated Technology License Agreement constitute the lawful, valid and legally binding obligations of Lexicon, enforceable in accordance with their terms, except as the same may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and general equitable principles regardless of whether such enforceability is considered in a proceeding at law or in equity.

                         (c)  No Violation or Conflict . The execution, delivery and performance of this Agreement and the Novated and Restated Technology License Agreement and the transactions contemplated thereby do not and will not (i) violate, conflict with or result in the breach of any provision of the Organizational Documents of Lexicon, (ii) conflict with or violate any law or Governmental Order applicable to Lexicon or any of its assets, properties or businesses, or (iii) conflict with, result in any breach of, constitute a default (or event that with the giving of notice or lapse of time, or both, would become a default) under, require any consent under, or give to others any rights of termination, amendment, acceleration, suspension, revocation or cancellation of, or result in the creation of any Encumbrance on any of the assets or properties of Lexicon, pursuant to, any note, bond, mortgage or indenture, contract, agreement, lease, sublease, license, permit, franchise or other instrument or arrangement to which Lexicon is a party except, in the case of clauses (ii) and (iii) , to the extent that such conflicts, breaches, defaults or other matters would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Lexicon or a material adverse effect on the Programs.

                         (d)  Governmental Consents and Approvals . The execution, delivery and performance of this Agreement and the Novated and Restated Technology License Agreement by Lexicon do not, and the consummation of the transactions contemplated thereby do not and will not, require any Governmental Approval which has not already been obtained, effected or provided, except with respect to which the failure to so obtain, effect or provide would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Lexicon or a material adverse effect on the Programs.

                         (e)  Litigation . Except as disclosed on the most recently filed Form 10-K filing of Lexicon, there are no actions by or against Lexicon pending before any Governmental Authority or, to the Knowledge of Lexicon, threatened to be brought by or before any Governmental Authority, that would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Lexicon. There are no pending or, to the Knowledge of Lexicon, threatened actions, to which Lexicon is a party (or is threatened to be named as a party) to set aside, restrain, enjoin or prevent

Confidential materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions.

the execution, delivery or performance of this Agreement or the Operative Documents or the consummation of the transactions contemplated hereby or thereby by any party hereto or thereto. Lexicon is not subject to any Governmental Order (nor, to the Knowledge of Lexicon, is there any such Governmental Order threatened to be imposed by any Governmental Authority) that would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Lexicon or a material adverse effect on the Programs.

                         (f)  No Contracts . Except as disclosed on Schedule 12.1(f) hereto, there are no material contracts between Lexicon and any third party (other than licenses of intellectual property that are in turn licensed to Symphony Icon under the Novated and Restated Technology License Agreement), including contractors, manufacturers or suppliers, used with or otherwise necessary for the Programs, and all such contracts are assignable to Symphony Icon. Except as disclosed on Schedule 12.1(f) hereto, each such contract is assignable to Symphony Icon without the prior consent of the applicable third party, or the absence of such contract (due to the inability or impracticability of assigning such contract to Symphony Icon following a termination of this Agreement without the exercise of the Purchase Option) would not have a material adverse effect on any of the Programs or on Symphony Icon’s rights under the Novated and Restated Technology License Agreement.

          12.2 Symphony Icon Representations and Warranties . Symphony Icon hereby represents and warrants to Lexicon that, as of the Closing Date:

                         (a)  Organization . Symphony Icon is a corporation, duly organized, validly existing and in good standing under the laws of the State of Delaware.

                         (b)  Authority and Validity . Symphony Icon has all requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement and the Novated and Restated Technology License Agreement and to consummate the transactions contemplated thereby. The execution, delivery and performance by Symphony Icon of this Agreement and the Novated and Restated Technology License Agreement and the consummation of the transactions contemplated thereby have been duly and validly authorized by all necessary action required on the part of Symphony Icon, and no other proceedings on the part of Symphony Icon are necessary to authorize this Agreement or the Novated and Restated Technology License Agreement or for Symphony Icon to perform its obligations under this Agreement or the Novated and Restated Technology License Agreement. This Agreement and the Novated and Restated Technology License Agreement constitute the lawful, valid and legally binding obligations of Symphony Icon, enforceable in accordance with its terms, except as the same may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and general equitable principles regardless of whether such enforceability is considered in a proceeding at law or in equity.

Confidential materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions.

                         (c)  No Violation or Conflict . The execution, delivery and performance of this Agreement and the Novated and Restated Technology License Ag