TRANSITION SERVICES AGREEMENT

TRANSITION SERVICES AGREEMENT

BY AND BETWEEN

COMBINATORX, INCORPORATED

AND

EXCRX SINGAPORE PTE. LTD.

(f.k.a. COMBINATORX (SINGAPORE) PTE. LTD.)

This Transition Services Agreement (the “Agreement” ) is made and dated as of as of June 2, 2009 (the “Effective Date” ) by and between CombinatoRx, Incorporated, a Delaware corporation with its principal office and place of business at 245 1st Street, Cambridge, MA 02142 ( “Provider” ), and ExCRX Singapore Pte. Ltd., formerly known as CombinatoRx (Singapore) Pte. Ltd., a Singapore private limited company (the “Purchaser” ).

A. This Agreement relates to the termination of services formerly provided by Provider to Purchaser as Provider’s majority-owned subsidiary, and pursuant to the Services Agreement between the Provider and CombinatoRx (Singapore) Pte. Ltd., dated as of August 19, 2005 (the “Prior Agreement” ), and to the transition of the performance of such services to Purchaser or third parties designated by Purchaser.

B. The scope of the work to be performed under this Agreement, which shall consist of the transition of certain services provided to Purchaser to Purchaser or third parties designated by Purchaser, shall be negotiated and set forth in a writing on terms reasonably acceptable to both parties and in substantially the form set forth in Exhibit A (the “Transition Services Statement of Work” ). The Transition Services Statement of Work shall be executed by both parties on the Effective Date. The Transition Services Statement of Work shall include a description of the scope of work, responsibilities, deliverables, timelines, budget and payment schedule and shall be subject to all of the provisions of this Agreement, in addition to the specific details set forth therein. To the extent any provisions of the Transition Services Statement of Work conflict or are inconsistent with the provisions of this Agreement, the provisions of this Agreement shall control. When executed by both parties, the Transition Services Statement of Work shall constitute a separate and distinct contract between the parties and shall be incorporated herein by reference and form a part hereof. Unless otherwise expressly stated in the Transition Services Statement of Work, the provisions of the Transition Services Statement of Work shall be independent of the provisions of any Prior Statement of Work (as defined below).

C. All Statements of Work (as defined in the Prior Agreement) entered into under the Prior Agreement and in effect as of the time hereof (the “Prior Statements of Work” ) are hereby terminated and of no further force and effect.

Provider shall use commercially reasonable efforts to perform the services and fulfill the obligations and responsibilities set forth in this Agreement and the Transition Services Statement of Work (such services, obligations and responsibilities are referred to herein collectively as the “Services” ). Provider shall use commercially reasonable efforts to provide all personnel, equipment and resources necessary to perform the Services.

Provider may engage any contractor, subcontractor or other vendor (collectively, “Subcontractor” ) to perform any obligations under this Agreement. Provider shall be responsible for the management of all Subcontractors. The engagement by Provider of any Subcontractor shall not relieve Provider of its obligations under this Agreement or the Transition Services Statement of Work. Any agreement between Provider and the Subcontractor pertaining to the Services shall be consistent with the provisions of this Agreement.

The Transition Services Statement of Work may be amended by a written amendment which is executed by both parties (a “Change Order” ). Each Change Order shall set forth the agreed changes to the applicable task, responsibility, budget, timeline or other matter. A Change Order shall become effective only upon the execution of the Change Order by both parties. As used in this Agreement, the term “Transition Services Statement of Work” shall mean the Transition Services Statement of Work as amended by any Change Orders thereto. Each Change Order shall reference this Agreement and the Transition Services Statement of Work and shall be subject to the provisions of this Agreement. To the extent any provisions of a Change Order conflict or are inconsistent with the provisions of this Agreement, the provisions of this Agreement shall control. All Change Orders shall be incorporated herein by reference and form a part hereof.

The term of this Agreement shall begin as of the Effective Date and shall terminate automatically on the date that is the later of (a) the date on which all the Services and responsibilities described in the Transition Services Statement of Work have been completed and discharged and the deliverables provided in the Transition Services Statement of Work have been provided or (b) September 30, 2009; provided, however, that this Agreement and the Transition Services Statement of Work may be earlier terminated in accordance with the provisions of this Agreement.

A. Payment shall be due to Provider at such times and in such amounts as set forth in this Agreement and the Transition Services Statement of Work applicable to the Services being provided. All costs and rates set forth in the Transition Services Statement of Work shall remain firm for the duration of the Services performed under the Transition Services Statement of Work. Provider shall submit to Purchaser Provider’s invoice in accordance with the schedule set forth in the Transition Services Statement of Work, and Purchaser shall pay to Provider the applicable amount within thirty (30) days following receipt by Purchaser of such invoice. Payment shall be made by wire transfer to Provider or by such other means as is agreed by the parties.

B. Purchaser will be in default with respect to payment, without receipt of a reminder from Provider, for all payments not paid timely. In case of default with respect to payment, any

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amount not paid timely shall bear interest from its due date through the date of effective receipt of payment at the rate equal to the lesser of the maximum rate allowable under applicable law or one percent (1%) over the prime rate published in the eastern edition of The Wall Street Journal on the date such payment was due or a comparable newspaper if The Wall Street Journal shall cease publishing the prime rate. All monies due to Provider hereunder are payable in United States dollars.

C. All prices under this Agreement are net prices. Any payment under this Agreement shall be made plus value added tax, if value added tax is levied under applicable law, and shall be grossed up for any withholding tax that may be required under applicable law. Fees of any nature levied or incurred on account of any payments from Purchaser to Provider accruing under this Agreement, by national, state or local governments, will be assumed and paid by Purchaser.

All notices, invoices and other communications under this Agreement shall be in writing and shall be deemed to have been duly given when (i) delivered by hand (with written confirmation of receipt), or (ii) when received by the addressee, if sent by an internationally recognized overnight delivery service (receipt requested), to the appropriate address set forth below (or to such other address as a party may designate by notice to the other party):

8.INTELLECTUAL PROPERTY ASSIGNMENT AGREEMENT

On the Effective Date, the parties shall enter into the Intellectual Property Assignment Agreement in the form attached hereto as Exhibit B . The Intellectual Property Assignment Agreement shall set forth the parties’ respective rights with respect to intellectual property created pursuant to this Agreement and the Prior Agreement.

A. Neither Provider nor Purchaser shall disclose to any person or entity, or use for any purpose other than pursuant to this Agreement, any and all trade secrets, privileged records or other confidential or proprietary data or information disclosed by or on behalf of the other party

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pursuant to this Agreement or any previous confidentiality agreement(s) (collectiv