Portions of this Exhibit 10.33 have been redacted and are the subject of a confidential treatment request filed with
the Secretary of the Securities and Exchange Commission.
EXHIBIT A TO
LICENSE AND SERVICES AGREEMENT
This LICENSE AND SERVICES AGREEMENT, made the 17th day of July, 1997, by and between Oncogene
Science, Inc. ("OSI"), a Delaware corporation having its principal place of business at 106 Charles Lindbergh
Boulevard, Uniondale, New York 11553, and Helicon Therapeutics, Inc. ("Company"), a Delaware corporation,
having its principal place of business at 106 Charles Lindbergh Boulevard, Uniondale, New York 11553.
WHEREAS, the Company was organized to discover, develop and market pharmaceutical products; and
WHEREAS, OSI is engaged in research relating to molecular screening and modulation transcription; and
WHEREAS, the Company wishes to obtain the use of certain proprietary technology controlled by OSI for
identifying the effect of compounds on genes and gene expression which is useful in the process of developing
products for the treatment and prevention of human disease; and
WHEREAS, the Company wishes to obtain the services of OSI in molecular screening;
NOW, THEREFORE, in consideration of the agreements and covenants herein and for other valuable
consideration, receipt of which is hereby acknowledged, it is mutually agreed and covenanted by and among the
parties to this Agreement that:
a. OSI hereby grants to the Company a world-wide, ** , non-exclusive license for a period of ten years,
beginning as of the date of the issuance of Preferred Stock, $.01 par value per share, of the Company
("Preferred Stock") to OSI pursuant to paragraph 6 of this Agreement, in the Field ("long term memory and
modulation of CREB** activity in synaptic plasticity"), to use the technology and to commercialize the products
which are the subject of patent
** This portion has been redacted pursuant to a confidential treatment request.