TECHNOLOGY ASSIGNMENT

Exhibit 10.13

TECHNOLOGY ASSIGNMENT

THIS TECHNOLOGY ASSIGNMENT (the “Agreement”) is effective only as of the Effective Time (as defined herein) and is made by and between AnorMED Corporation (as successor in interest to AnorMED, Inc.), a company incorporated in Canada (together with its Affiliates, “AnorMED”) and Callisto Pharmaceuticals, Inc., a company organized under the laws of Delaware (together with its Affiliates, “Callisto”).  Each of AnorMED and Callisto are a “Party” and, together the “Parties”.

RECITALS

A.            Johnson Matthey Public Limited Company, an English corporation (“JM”), and SmithKline Beecham Corporation, a Pennsylvania corporation (“SKB”), entered into a Cooperative Research and Assignment Agreement, dated as of January 11, 1990 (the “Cooperative Agreement”) for a joint research program regarding the synthesis of certain non-metal compounds.

B.            JM and AnorMED entered into an Asset Transfer Agreement, dated as of June 28, 1996, whereby JM assigned to AnorMED all of its right, title, and interest in the Cooperative Agreement, including valuable patent rights, technical data and information relating to the compound Atiprimod (a/k/a Azaspiranes).

C.            By letter dated November 4, 1996, SKB terminated the Cooperative Agreement and assigned to AnorMED all of its right, title, and interest in the Cooperative Agreement, including valuable patent rights, technical data and information relating to the compound Atiprimod (a/k/a Azaspiranes).

D.            Pursuant to a license agreement by and between AnorMED and Synergy Pharmaceuticals, Inc. (“Synergy”) dated as of August 28, 2002, as amended by Amendment No. 1 to License Agreement dated as of May 23, 2003 and Amendment No. 2 to License Agreement dated as of July 8, 2004 (the “Original License”), AnorMED licensed to Synergy certain patent rights related to Atiprimod (a/k/a Azaspiranes) and one patent application (the “Jointly owned patent application”).

E.             Synergy is now a wholly-owned subsidiary of Callisto.

F.             AnorMED is now a wholly-owned subsidiary of Genzyme Corporation.

G.            As of December 31, 2007, Callisto and AnorMED entered into an Amended and Restated License Agreement (the “Amended License”) superceding and replacing in its entirety the Original License.

H.            The Parties wish to terminate the Amended License and to transfer and assign to Callisto all right, title and interest in the patent rights, technical data and information relating to the compound Atiprimod (a/k/a Azaspiranes), on the terms and conditions set forth herein.

AGREEMENT

NOW, THEREFORE, the parties agree as follows:

1.             Definitions.  As used herein:

“Affiliate” shall mean any company or other business entity controlled by, controlling or under common control with a party, control being presumed if there is direct or indirect ownership of at least thirty-three and one-third percent (33 1/3%) (or, if less, the maximum permitted by applicable law) of the voting stock, equity or income interest.

“Effective Time” shall mean the time at which Genzyme receives the full amount of the Payment in the account designated in Section 4 hereof.

“Patent Rights” shall mean AnorMED’s interest in all the patents and patent applications which disclose and claim Atiprimod, or an analog or derivative thereof, or methods of use or manufacture of any of the foregoing, together with all divisional, extensions, reissues, substitutions, renewals, continuations and foreign counterparts thereof (including European Supplementary Protection Certificates) and patents issuing thereon.  Exhibit A attached hereto is presumed by the Parties to be a complete and accurate list of the Patent Rights; provided that AnorMED may, within three (3) business days of the Effective Time, notify Callisto that a patent or patent application listed on Exhibit A is incorrectly included in the Patent Rights, and a patent or patent application will not be deemed excluded from the Patent Rights if it is inadvertently omitted from Exhibit A.

“Product” shall mean any product comprising or incorporating Atiprimod (a/k/a Azaspiranes) and any analogs or derivatives described in the Patent Rights ad used for the diagnosis, treatment or prevention of disease in humans

“Technical Information” shall mean all trade secrets, technical reports and data concerning Atiprimod (a/k/a Azaspiranes) and any analogs or derivatives described in the Patent Rights, or any pharmaceutical composition based on the foregoing, that are necessary to develop, manufacture, have manufactured, use or commercialize a Product, including, but not limited to, preclinical data, toxicological studies, methods of synthesis, assay information and clinical trial data.

“Technology” shall mean Patent Rights and Technical Information.

2.             Assignment.

(a)           Assignment.  At the Effective Time, and in return for six hundred fifty thousand dollars ($650,000.00) (the “Payment”) and other consideration the receipt and sufficiency of

which is hereby acknowledged, AnorMED does hereby transfer, assign, set over, and convey to Callisto, and Callisto’s successors and assigns, all of AnorMED’s right, title, and interest in and to (in the United States and all foreign countries) the Technology free and clear of all liens, mortgages, pledges, security interests, prior assignments and encumbrances of any kind whatsoever, including without limitation the rights, if any, to sue or bring other actions for past, present or future infringement thereof.  AnorMED acknowledges and agrees that the Technology and all proprietary rights to the Technology are the sole property of Callisto.  At Callisto’s request, AnorMED shall execute and deliver to Callisto one or more separate assignments evidencing the foregoing assignment, in form and substance reasonably satisfactory to Callisto, for filing with the United States Patent and Trademark Office and other patent authorities throughout the world, and perform such other acts as may be reasonably necessary to give effect to the foregoing assignment.

(b)           Files and Records.  To the extent AnorMED, or its predecessor AnorMED, Inc., has not already done so, upon written request by Callisto, AnorMED shall use reasonably diligent efforts to search for (and provide to Callisto if found) any existing files and records pertaining to the Technology, including without limitation all office actions, drafts, receipts, drawings, correspondence, disclosures, copies, diagnostic reports, prior art and analyses.

(c)           Patent Maintenance and Enforcement Responsibilities.  Following the Effective Date, Callisto shall assume and be responsible for maintaining and enforcing the Patent Rights, including, without limitation, the right to sue and taking responsibility for any action or proceeding involving the Patent Rights.  All costs and expenses relating to the maintenance and enforcement of the Patent Rights incurred on and after the Effective Date shall be borne solely by Callisto.  Notwithstanding the foregoing, Callisto may elect not to maintain and enforce the Patent Rights at any time after the Effective Date.

(d)           Assignment Recordation.  The responsibility and cost of recording the assignment of Patent Rights shall be borne solely by Callisto.

3.             Trademarks and Corporate Name.  All trademarks (except the “AnorMED” and “Genzyme” mark) to be utilized by Callisto with Product are and shall be shall be owned by Callisto.  To the extent any such trademark is owned by AnorMED, AnorMED agrees to assign and hereby assigns its entire right, title and interest in such trademark to Callisto, and further agrees to execute and deliver to Callisto one or more separate assignments evidencing the foregoing assignment, in form and substance reasonably satisfactory to Callisto and perform such other acts as may be reasonably necessary to give effect to the foregoing assignment. Callisto will not use or reference AnorMED’s, Genzyme’s or any of their Affiliates’ corporate name without the prior written consent of AnorMED, which such consent may be withheld for any reason in AnorMED’s sole discretion, unless required by law in which case the scope and content of such use or reference will be mutually agreed to by the parties.

4              Payment. The Payment will be made by wire transfer on or before the close of business on December 19, 2008 to the following account:

Beneficiary:  Genzyme Corporation

Account Number : 037-8388

Swift Code:  MELNUS3P

ABA/Routing #:  043000261

Bank Name:  The Bank of New York Mellon

5.             Warranties; Disclaimer.

(a)           Representations and Warranties of the Parties.  Each party represents and warrants to the other party that (a) it has full right, power, and authority to enter into this Agreement and to carry out the provisions hereof and (b) it has all necessary corporate approvals for its execution, delivery and performance of this Agreement.

(b)           Disclaimer.  EXCEPT FOR THE WARRANTIES SET FORTH IN SECTION 5(a), ANORMED MAKES NO OTHER REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE PATENT RIGHTS AND EXPRESSLY DISCLAIMS ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, PATENTABILITY AND NONINFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF OTHER PARTIES.

6.             Confidentiality.

(a) Confidential Information.  Except as otherwise provided in this Article 6, during the term of this Agreement and for a period of five (5) years thereafter, a party (the “Receiving Party”) shall keep confidential and not disclose or use (except as contemplated by this Agreement) any proprietary or confidential information received from the other party (the “Disclosing Party”), including any exchanged under the Original License and Amended License, provided that Technical Information conveyed to Callisto pursuant to this Agreement will be deemed confidential information owned and disclosed by Callisto irrespective of the manner of its disclosure.  This restriction shall not apply to any information of the Disclosing Party to the extent the Receiving Party can demonstrate such information (a) was already known to the Receiving Party at the time of disclosure (as may be verified by the recipient’s contemporaneous written records, and excepting Technical Information conveyed to Callisto), (b) is or becomes public knowledge through no fault of the Receiving Party, (c) is received without an obligation of confidentiality from a third party having the lawful right to disclose same, or (d) was independently developed or discovered by the Receiving Party without the use of the information disclosed by the Disclosing Party (as may be verified by the recipient’s contemporaneous written records, and excepting Technical Information).

(b) Authorized Disclosure.  A Receiving Party may disclose information received from the Disclosing Party to the extent such disclosure is (i) required by law, regulation or court order or (ii) reasonably necessary, in connection with submissions to regulatory authorities for purposes of this Agreement, filing or prosecuting patent applications contemplated under this Agreement, prosecuting or defending litigation, complying with applicable governmental regulations or conducting preclinical or clinical trials of Product; provided, however, that in the

event of any proposed disclosure, the Receiving Party will use its reasonable efforts to secure confidential treatment of the information to be disclosed.

(c) Injunctive Relief.  Receiving Party agrees that the confidential information of the Disclosing Party constitutes valuable trade secrets. Receiving Party further agrees that breaches of its confidentiality and non-disclosure obligations concerning the such confidential information of the Disclosing Party will create irreparable harm for which monetary damages would be an inadequate remedy, and that the Disclosing Party may seek and upon proper proof obtain (from a court with proper jurisdiction) an injunction (without the posting of a bond or other security) to prevent any actual or threatened breach of this Agreement, as well as damages for already caused harm in the event of breach of any obligations herein regarding confidentiality.

7.             Indemnification.  Callisto or its Affiliates shall indemnify and defend and hold AnorMED, its Affiliates and their respective officers, directors, employees, agents, consultants and contractors and their respective successors, heirs and assigns (the “Indemnified Parties”) harmless from and against any claim, action, liability, damage, loss, cost or expense (including reasonable attorneys’ fees and expenses of litigation) (“Loss”) arising from or related to (a) Callisto’s activities, actions, or inactions under the Original License, the Amended License, this Agreement or any subsequent agreement between Callisto and any third party relating to the Technology, (b) any practice of the Patent Rights, (c) the development, testing, production, manufacture, supply, promotion, import, sale or use of any Product or Technology (or any component thereof) including, but not limited to, any personal injury or product liability matters, or (d) any material breach of this Agreement by Callisto, or (e) gross negligence or willful misconduct on the part of Callisto or any Affiliate or sublicensee or assignee.  AnorMED shall promptly notify Callisto of any such claim or action, allow Callisto to control the defense of such claim or action and render all reasonable assistance to Callisto in connection with defending such claim or action.  Callisto shall secure and maintain insurance commensurate with its obligations under this Section 7 and consistent with the reasonable standards of the industry with respect to the Product.  Callisto shall provide AnorMED with evidence of such insurance coverage within ten (10) business days after the date of this Agreement.

8.             Effectiveness of the Agreement.  The Parties hereby acknowledge and agree that this Agreement is of no force and effect prior to the Effective Time.  Further, the Parties acknowledge and agree that, if the Effective Time does not occur on or prior to 4pm EST on December 19, 2008, this Agreement shall be null and void and of no force and effect unless otherwise agreed to by the Parties in a subsequent writing.

9.             Miscellaneous.

(a) Entire Agreement; Modification.  This Agreement constitutes the entire understanding between the parties hereto with respect to the subject matter hereof and supersedes and cancels all prior understandings, obligations, promises and agreements, including under the Original License and the Amended License. Consistent with the foregoing sentence, notwithstanding anything in the Amended License to the contrary, AnorMED and Callisto hereby acknowledge and agree that the Amended License is hereby terminated as of the date hereof and is of no further force or effect and that all provisions of the Amended License, including those that

expressly or implicitly survive termination, are hereby superseded by this Agreement effective as of the date hereof.  No modification or amendment hereof shall be valid or binding on the parties unless made in writing and duly executed by the parties.

(b) Counterparts.  This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

(c)  Notices and Communications.  Any notice or any other communication required or permitted to be given to a party pursuant hereto shall be sufficiently given if delivered personally or by facsimile or express courier service (expenses prepaid) to the address set forth below:

or to such other address as the party shall designate by written notice given to the other party.  All notices, information, reports and other communications in connection with this Agreement shall be in English.

(d) Governing Law.  This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, United States (regardless of its or any other state’s choice of law provisions).

(e) Jurisdiction and Venue.  To the fullest extent permitted by applicable law, any action or proceeding relating in any way to this Agreement may only be brought and enforced in the state or federal courts located in the City of Boston, State of Massachusetts, United States, to the extent subject matter jurisdiction exists therefore, and the Parties irrevocably submit to the jurisdiction of such courts in respect of any such action or proceeding.  The Parties irrevocably waive, to the fullest extent permitted by applicable law, any objection that they may now or hereafter have to the laying of venue of any such action or proceeding in such courts or any claim that any such action or proceeding brought in such court has been brought in any inconvenient forum.  Any judgment may be entered in any court having jurisdiction thereof.

(signature page to follow)

IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed on December 19, 2008.

EXHIBIT A

PATENT RIGHTS

7.             Psoriasis treatment using Azaspiranes and a method of immunosuppression, using Azaspiranes in combination with cyclosporine)

Patent No. US 5,981,538

Patent No. US 6,051,59