This Agreement is entered into as of December 10, 2005 (the “Effective Date”) by and between (i) SD
Pharmaceuticals, Inc., a Delaware corporation (“SDP”), and (ii) Latitude Pharmaceuticals, Inc., a Delaware
corporation (“LPI”), and (iii) Andrew X. Chen (“Dr. Chen”), with respect to the following facts:
A. Dr. Chen is the sole owner of LPI and is a co-founder and a principal owner in SDP.
B. In connection with the formation of SDP, Dr. Chen assigned to SDP certain inventions and related patent
rights, and LPI granted to SDP (pursuant to that certain Inventions First Negotiation and Refusal Agreement,
dated as of June 16, 2004, the “Inventions Agreement”) a first negotiation right for SDP to acquire additional
future inventions and related patent rights conceived and developed by LPI.
C. From June 2004 through December 2005, various additional inventions and related patent rights have been
conceived and developed by Dr. Chen, as an employee of LPI, which inventions and related patent rights are
useful for the business plan of SDP; and SDP has funded some of the development costs and patent application
costs for said additional inventions (collectively called the “Additional Inventions”).
WHEREFORE, the parties hereto and each agree as follows:
1. Assignment . In consideration of the license grant-back set forth in Section 2 of this Agreement, LPI and
Dr. Chen hereby assign to SDP all rights and interests of Dr. Chen and LPI in the Additional Inventions and the
related patent rights for all areas worldwide except for China, Taiwan, Hong Kong and Macao (collectively
called the “Retained Asian Territories”). Additionally, Dr. Chen and LPI agree to execute and deliver such
additional assignment documents as may be necessary or appropriate to further evidence such assignment.
Attached hereto as Exhibit A is a combined listing of the Additional Inventions and the previously assigned
inventions and related patent rights (collectively called the ‘Sub