COOPERATION AGREEMENT

COOPERATION AGREEMENT

This Cooperation Agreement, dated as of June 18, 2012 (the “Effective Date”), is by and between

EpiCept and Meda are referred to in this Agreement, each as a “party” and, collectively, as the “parties”.

Background

NOW THEREFORE, in consideration of the following mutual promises and obligations, and for other good and valuable consideration the adequacy and sufficiency of which are hereby acknowledged, the parties agree as follows:

1 DEFINITIONS

“Affiliate” shall mean any company or entity controlled by, controlling, or under common control with a party hereto. For the purpose of this definition, a business entity shall be deemed to “control” another business entity, if it owns directly or indirectly, more than 50% of the outstanding voting securities, capital stock, or other comparable equity or ownership interest of such business entity, or exercises equivalent influence over such entity.

“Agreement” means this Agreement and the Schedules hereto.

“AML Remission Treatment” shall mean the treatment of adult patients with acute myeloid leukaemia in first remission concomitantly treated with interleukin-2 (IL-2).

“Ben Venue Agreement” means the agreement with Ben Venue Laboratories Inc as at Appendix 1.

“Ceplene” means any chemical composition comprising or containing histamine dihydrochloride (2-(3H-imidazol-4-yl)ethylnamine dihydrochloride).

“Ceplene Assets” means all the assets transferred to Meda by EpiCept pursuant to the Asset Purchase Agreement.

“Confidential Information” means any confidential and proprietary information and materials, patentable or otherwise of a party (including, trade secrets, know-how, inventions or discoveries, formulae, methods, materials, processes, techniques and information relating to a party’s past, present and future marketing, financial, and research and development activities of any product or potential product or useful technology of the party and the pricing thereof in any form (written, oral, photographic, electronic, magnetic, or otherwise), which is disclosed or made available by that party to the other party or otherwise received or accessed by a party in the course of performing its obligations or exercising its rights under this Agreement.

“Control” shall mean, with respect to any Information, patents or other intellectual property rights, possession by a party of the right, power and authority (whether by ownership, license or otherwise) to grant access to, to grant use of or to grant a license or a sublicense to such Information, patents or intellectual property rights without violating the terms of any agreement or other arrangement with any third party.

“Consultant” shall mean those individuals provided by EpiCept pursuant to Clause 4.1 to perform the Transitional Services.

“Derivative” shall mean, with respect to Ceplene, any metabolite, prodrug, hydrate, solvate, conjugate, salt, crystal form, ester, enantiomer, isomer or polymorph of Ceplene.

“EMA” means the European Medicines Agency or any successor entity thereof performing similar functions.

“EpiCept Improvements” means Improvements developed, acquired or Controlled by or on behalf of EpiCept or its Affiliates or sublicensees through its participation (if any) in the Post Approval Commitments.

“EpiCept Retained Rights” means all Technology not otherwise sold to Buyer under the Asset Purchase Agreement, including all EpiCept Improvements to the extent specifically relating to the Product in the EpiCept Territory and EpiCept’s right in any Joint Improvements, under the Control of EpiCept at the Effective Date or arising through its participation (if any) in the Post Approval Commitments.

“EpiCept Territory” means all countries, excluding the Meda Territory.

“GMP” means current good manufacturing practice as promulgated under and in accordance with the EMEA regulations and Commission Directive 2003/94/EC and applicable ICH guidelines as each may be amended from time to time, or any successors thereto.

“Governmental Entity” means the United States or other country government, the government of any of the states constituting the United States or any provinces or regions of any other country, any municipality and any other national or provincial or regional government, and all of their respective branches, departments, agencies, instrumentalities, non-appropriated fund activities, subsidiary corporations or other subdivisions.

“Improvements” shall mean any and all developments, inventions or discoveries relating to the Technology developed or acquired by, or under the Control of, a party and shall include such developments intended to enhance the safety, efficacy or uses (including additional indications) of the Product.

“Information” shall mean tangible and intangible techniques, technology, practices, trade secrets, inventions (whether patentable or not), methods, knowledge, know-how, skill, experience, test data and results (including pharmacological, toxicological and clinical test data and results), analytical and quality control data, results, descriptions and compositions of matter.

“Intellectual Property Rights” means inventions, discoveries and/or improvements, patents, patent applications, trademarks, trade names, service marks, copyrights, creative works, derivative works, moral rights, trade secrets, proprietary information, rights to use, industrial designs and other types of equivalent protection anywhere in the world and proprietary materials (including chemical and biological materials).

“Joint Improvements” means Improvements developed, acquired or Controlled jointly by or on behalf of the parties or their respective Affiliates or permitted sublicensees at the Effective Date or arising through either party’s participation (if any) in the Post Approval Commitments.

“Know-How” shall mean all Information owned or Controlled by a party that is necessary or useful for the registration, development, promotion, marketing, sale or distribution of Product.

“Marketing Authorisation” means the marketing authorisation in exceptional circumstances in respect of Ceplene granted by the European Medicines Agency and the Orphan Drug Designation for Ceplene.

“Meda Improvements” means Improvements developed, acquired or Controlled by or on behalf of Meda, its Affiliates or sublicensees through its participation (if any) in the Post Approval Commitments.

“Meda Pharma SARL” shall mean Meda Pharma SARL, a company incorporated under the laws of Luxembourg (RC Luxembourg B157784) having its head office and registered address at 43 Avenue John Fitzgerald Kennedy, L-1855 Luxembourg, Grand-Duchy of Luxembourg

“Meda Territory” means the countries listed in Schedule 2.

“Meda Technology” means all Technology assigned by EpiCept to Meda pursuant to the Asset Purchase Agreement together with all Meda Improvements to the extent specifically relating to the Product and Meda’s right in any Joint Improvements, under the Control of Meda, through its participation (if any) in the Post Approval Commitments, and the Trial Results.

“Patents” shall mean the patents set out in Schedule 3 and any patents owned or Controlled by EpiCept or any of its Affiliates at the Effective Date, immediately prior to the execution of the Asset Purchase Agreement, that, in the absence of a license thereunder, would be infringed by the development, use, sale, offer for sale or import of Product in the Meda Territory or EpiCept Territory or the manufacture of Ceplene or the Product anywhere in the world.

“Person” means and includes an individual, a corporation, a partnership, a limited liability company, a limited liability partnership, a joint venture, a trust, an unincorporated association, a Governmental Entity or any other entity, wherever located or organized.

“Pharmacovigilance Agreement” means the Pharmacovigilance Agreement effective April 1, 2010 between GmbH and Meda.

“Piramal Agreement” means the agreement with Piramal Healthcare (Canada) Limited as at Appendix 2.

“Post Approval Commitments” means the post approval commitments regarding clinical studies EpiCept agreed to undertake, as set out in the grant of the Marketing Authorisation, dated 24 July 2008.

“Product” means a pharmaceutical product that is or contains (i) Ceplene and/or (ii) if relating to AML Remission Treatment only, Ceplene or a Derivative, and, in both cases, line and label extensions thereof, including all formulations, routes of administration and other Improvements made or acquired by EpiCept, in all cases, whether administered alone or in combination with other pharmaceutical products or active pharmaceutical ingredients.

“Regulatory Authority” shall mean any country, federal, supranational, state or local regulatory agency, department, bureau, court or other governmental or regulatory authority having the authority to regulate the development or marketing of pharmaceutical products in the Territory or any part thereof (e.g. the EMEA).

“Technology” shall mean the Patents and the Know How.

“Transitional Period” means the period commencing on the Effective Date and ending on the fifth (5th) year anniversary of the Effective Date.

“Transitional Services” means the transitional services set out in Schedule 1 to this Agreement.

“Trial” means the clinical trial “An open label, multicenter study of the effects of remission maintenance therapy with Ceplene (Histamine Dihydrochloride), given in conjunction with low-dose Interleukin-2 (IL2, Proleukin), on immune response and minimal residual disease (MRD) in adult patients with acute myeloid leukaemia (AML) in first complete remission (CR1)” (Protocol EPC2008-02).

“Trial Results” means the results of the Trial supplied by ICON Clinical Research Limited (“ICON”) to Meda pursuant to a services agreement dated 2 April 2009 between Corp and ICON, under which ICON conducts the Trial, such agreement being assigned to Meda pursuant to the Asset Purchase Agreement.

2 TECHNOLOGY COOPERATION

3 SUPPLY AND REGULATORY COOPERATION

4 TRANSITIONAL SERVICES

6 GENERAL COOPERATION

7 CONFIDENTIALITY

8 MISCELLANEOUS

If to Meda, to:

Meda AB
Pipers Väg 2A
Box 906 SE-170 09
Solna, Sweden
Facsimile: +46 8 ###-###-####
Attention: Anders Lönner

With a copy to:

Reed Smith LLP
The Broadgate Tower
20 Primrose Street
London EC2A 2RS England
Attention: John Wilkinson, Esq.
Telephone: +44(0)2031163640
Facsimile: +44(0)2031163999

If to EpiCept to:

EpiCept Corporation
777 Old Saw Mill Road
Tarrytown, NY  10591 USA
Attention: Jack Talley
Telephone: + ###-###-####

Facsimile: + ###-###-####

With a copy to:

Eilenberg & Krause LLP
11 East 44^th Street, 19^th Floor
New York, New York 10017 USA
Attention: Adam Eilenberg, Esq.
Telephone: + ###-###-####
Facsimile: + ###-###-####

Any attempted assignment in contravention with the foregoing shall be void. This Agreement shall be binding on and inure to the benefit of the parties hereto, their successors and any permitted assigns.

1

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized officers on the date first above written.

2

SCHEDULE 1

TRANSITIONAL SERVICES

Transitional Service / Description

Manufacturing Support

Supporting the transition of manufacturing from third party suppliers to Meda or other third party suppliers of Meda’s choosing.

Transfer of the Trial and Post Approval Commitments

Supporting the transfer of the Trial to Meda. In particular:

(i) assisting with all regulatory filings to enable Meda to take on the role of sponsor of the Trial; and

(ii) assisting with the transfer of site agreements, in respect of the Trial, to Meda.

Transfer of Marketing Authorisation

Supporting the transfer to Meda of the Marketing Authorisation. In particular, assisting with all regulatory filings in respect of such transfer provided always that this shall not reduce or remove EpiCept’s obligations under any further assurance clauses in the Asset Purchase Agreement (including Sections 5.9 and 8.7 of the Asset Purchase Agreement) or this Agreement (including Clause 6.1 of this Agreement).

Transfer of Ceplene Assets

Supporting the transfer of the Ceplene Assets to Meda, to ensure that Meda obtains and can exercise all rights in respect of the Ceplene Assets. In particular, transferring such technical know-how as is required to enable Meda to exploit the Ceplene Assets provided always that this shall not reduce or remove EpiCept’s obligations under any further assurance clauses in the Asset Purchase Agreement (including Sections 5.9 and 8.7 of the Asset Purchase Agreement) this Agreement (including Clause 6.1 of this Agreement) or any of the agreements assigning any patents, trademarks or other intellectual property to Meda or any of its Affiliates.

3

SCHEDULE 2

MEDA TERRITORY

4