0001193125-08-088004 Sample Contracts

INSERT THERAPEUTICS, INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT
Investors’ Rights Agreement • April 23rd, 2008 • Arrowhead Research Corp • Services-commercial physical & biological research • Delaware

THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”) is made as of the 17 day of April, 2008, by and among INSERT THERAPEUTICS, INC., a Delaware corporation (the “Company”), Arrowhead Research Corporation (“Arrowhead” or, an “Investor”) and each of the other investors listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor” and all of which, together with Arrowhead, are referred to as the “Investors”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).

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INSERT THERAPEUTICS, INC. FINANCING TERMINATION AGREEMENT
Financing Termination Agreement • April 23rd, 2008 • Arrowhead Research Corp • Services-commercial physical & biological research • California

THIS FINANCING TERMINATION AGREEMENT (this “Agreement”) is entered into as of April 17, 2008, by and among Insert Therapeutics, Inc., a Delaware corporation (the “Company”) Arrowhead Research Corporation (the “Investor”) and each of the entities and individuals listed on the signature pages hereto under the heading “Key Holders” (collectively, the “Key Holders”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).

CALANDO PHARMACEUTICALS INC. FINANCING TERMINATION AGREEMENT
Financing Termination Agreement • April 23rd, 2008 • Arrowhead Research Corp • Services-commercial physical & biological research • California

THIS FINANCING TERMINATION AGREEMENT (this “Agreement”) is entered into as of April 17, 2008, by and among Calando Pharmaceuticals Inc., a Delaware corporation (the “Company”) Arrowhead Research Corporation (the “Investor”) and each of the entities and individuals listed on the signature pages hereto under the heading “Stockholders” (collectively, the “Stockholders”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).

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