RESEARCH SERVICES AGREEMENT

This Research Services Agreement (this “Agreement”) is dated as of December 24, 2014 (the “Effective Date”), and is by and between MERIAL INC., a Georgia company having a place of business at 3239 Satellite Boulevard, Bldg. 500, Duluth, Georgia 30096 USA, on behalf of itself and any of its subsidiaries and/or Affiliates (hereinafter, “MERIAL”), and SCYNEXIS, INC., a Delaware corporation having a place of business at 3501 C Tricenter Boulevard, Durham, NC 27713 (hereinafter, “SCYNEXIS”).

WHEREAS, it is hereby contemplated that SCYNEXIS shall provide certain research and screening services to MERIAL; and

WHEREAS, SCYNEXIS shall provide FTEs solely dedicated to and approved by MERIAL in the performance of this Agreement;

NOW, THEREFORE, in consideration of the mutual covenants and obligations hereinafter set forth, the parties hereto hereby agree as follows:

“Affiliate” shall mean any existing or future company directly or indirectly controlling, controlled by or under common control with a Party, where control means the direct or indirect ownership of at least fifty percent (50 %) of the capital stock of the company or the power to exercise at least fifty percent (50 %) of the voting rights of the company, or the power to determine the policy of the company, provided such company agrees to be bound by the terms of this Agreement.

“Agreement Intellectual Property” shall mean Intellectual Property related to or resulting from SCYNEXIS’s performance pursuant to this Agreement, including the Compounds.

“[*]” shall mean any [*], or [*] that [*] and/or [*], including but not limited to, [*].

“Background Intellectual Property” means any Intellectual Property Rights: (i) owned or controlled by a Party prior to the Effective Date, and/or (ii) a discovery or invention created or acquired outside the scope of this Agreement and where such discovery or contribution was not a result of, or arising from, this Agreement.

“Change of Control” shall mean the acquisition by any natural person or business entity, other than MERIAL, Sanofi, or one of their Affiliates, directly or indirectly, of shares representing in the aggregate more than [*] percent of the aggregate voting power represented by the issued and outstanding capital stock of SCYNEXIS; or a merger, consolidation or reorganization involving SCYNEXIS (other than with MERIAL, Sanofi, or one of their Affiliates); or the sale or disposition of all or substantially all of the assets of SCYNEXIS to any person (other than to MERIAL, Sanofi, or one of their Affiliates).

“Compound” shall mean any chemical compound or molecule that [*] and/or [*].

“Compound Family” shall mean the compounds that are [*] a Compound.

“Confidential Information” shall mean all proprietary or confidential information, knowledge, this Agreement and the terms contained therein, property, or data of the disclosing party or its Affiliates that does not otherwise qualify as a Trade Secret, including, but not limited to, the procedures, techniques, and business strategies of the disclosing party or its Affiliates or clients, lists or names of clients, customers or partners of the disclosing party or its Affiliates, lists or names of employees of the disclosing party or its Affiliates, or any other confidential or proprietary information of the disclosing party or its Affiliates that does not otherwise qualify as a Trade Secret.

“[*]” shall mean the portion of [*] in which the [*] the Services under this Agreement, [*].

“FTE” shall mean one person who is a SCYNEXIS employee and is engaged on a full- time basis (i.e., at least 40 hours per week) on the Services Team. For the sake of clarity, a FTE is one named person and is not a “full-time equivalent” of 40 hours of work provided by more than one SCYNEXIS employee.

“Information” shall mean both Confidential Information and Trade Secrets.

“Intellectual Property” shall mean any form of intellectual property including, without limitation, all written materials and other works which may be subject to copyright, trade secrets, all patentable and unpatentable inventions, ideas, know- how, improvements, concepts, discoveries, research materials, technical information, test data, product efficacy and safety data, existing or pending Patents, and trademarks.

“Losses” shall mean any liability, damage, loss, penalties, fines, claims, costs or expense (including reasonable attorney fees).

“Materials” shall mean any materials or compounds provided by MERIAL to SCYNEXIS or created or prepared by SCYNEXIS for use in the scope of Services and shall include portions and derivatives of such Material and any associated know-how and data provided by MERIAL or created during the provision of the Services; provided, however [*].

“[*]” means [*].

“MERIAL Information” shall mean the Information belonging to MERIAL or any and all Information developed during the Term of this Agreement.

“Patents” shall mean patent applications and granted patents including but not limited to divisions, reissues, re-examinations, continuations, continuations in part, renewals, extensions, utility models and supplementary protection certificates.

“RSC” (Research Steering Committee) shall have the meaning given in Section 3.

“Screening” shall mean the determination of any property of a chemical compound, including, but not limited to, physical, biological or phenotypic properties.

“SCYNEXIS Background Intellectual Property” means all Background Intellectual Property of Scynexis. For the avoidance of doubt, SCYNEXIS Background Intellectual Property shall not include (i) any Intellectual Property belonging to Merial or (ii) any Intellectual Property of Merial from any contract between Merial and Scynexis.

“Services” shall have the meaning set forth in Section 2 below.

“Services Team” shall mean the [*]. The Services Team shall [*] and [*] for the Services under this Agreement. [*].

“Term” shall mean the two (2) year period beginning on January 1, 2015 and ending on December 31, 2016 with an option to extend for an additional year (solely at Merial's discretion)

“Trade Secrets” shall include, except as otherwise provided by applicable law, any information of the disclosing party or its Affiliates, without regard to form, including, but not limited to, technical or non-technical data, formulae, patterns, compilations, programs, devices, methods, techniques, drawings, processes, financial data, financial plans, product plans, or lists of actual or potential customers or suppliers which is generally not known by or available to the public and which information: (i) derives economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use and (ii) is the subject of efforts by the disclosing party that are reasonable under the circumstances to maintain its secrecy.

2.1.    SCYNEXIS will perform the research services for MERIAL as described in Exhibit 1 attached hereto (“Services”) with the Services Team [*]. MERIAL reserves the right to modify the scope and/or type of Services, the target organisms, and the staffing levels (including the ratio of biologist to chemist) of the Services Team upon [*] notice. If any such change will result in an increase in the Fees, SCYNEXIS will notify MERIAL promptly, and MERIAL must approve any increase prior to SCYNEXIS implementing the change. If any such change will result in a decrease in Fees, at MERIAL’s discretion, the Fees may be allocated to other Services or other projects during the Term. MERIAL also reserves the right to stop research into a particular Compound or series of Compounds.

3.3    The RSC shall meet at least [*] a year in person at either SCYNEXIS or MERIAL facilities or by video conference or telephone. Each party shall bear its own expenses associated with these meetings. To constitute a quorum at least two representatives for each Party must attend. If a

designated representative of a Party cannot attend any meeting of the RSC, such Party may designate a different representative for that meeting upon giving prior notice to the other Party. This substitute representative shall have the same rights as the Party’s appointed member to the RSC. The Parties shall coordinate and cooperate with each in good faith in managing the Services and use good faith to reach mutually agreeable decisions. Any disagreements between the Parties shall be equitably reduced by good faith negotiations between MERIAL and SCYNEXIS. In the event the members of the RSC cannot reach agreement, [*]; provided, however, [*]. Minutes of the RSC meetings shall be [*].

The Material supplied hereunder by MERIAL to SCYNEXIS shall remain the property of MERIAL, and SCYNEXIS shall, at MERIAL’s option, dispose of any unused Material and its derivatives or return it to MERIAL.

MERIAL will pay SCYNEXIS the amount specified in Exhibit 2 attached hereto according to the terms therein. Any changes made to the scope of the Services or the composition of the Services Team which increase these Fees must be approved in advance in writing by MERIAL and SCYNEXIS.

All reports will be prepared in English and in an agreed-upon format unless otherwise specified in the Scope of Services or directed by MERIAL. SCYNEXIS will provide the data management system to manage all screening data and export results into Merial data management system (like ScienceCloud) MERIAL will have rights and title to, and be responsible for archival of, all raw data, MERIAL Information, documentation, records, protocols, specimens, reports, and any other results generated as a result of this Agreement, except for SCYNEXIS’s procedural manuals, development processes, facility-specific data, personnel data, and SCYNEXIS-developed know-how, technology and software for which title and archival responsibilities shall remain with SCYNEXIS. If at any time MERIAL requests that data from the Services be transferred to additional MERIAL data management systems, SCYNEXIS will use all reasonable efforts to facilitate this transfer.

Each party affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. Neither party shall discriminate because of race, color, religion, sex, age, national origin, disability, or status as a veteran, or any other reason as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment-related activities concerning the Services employees. As a condition of this Agreement, SCYNEXIS agrees to maintain a working environment free from all forms of harassment, including race, color, religion, sex, age, national origin, disability, or status as a veteran, or any other reason as defined and prohibited by applicable law.

10.5    At termination or expiration of the Agreement for any reason, upon MERIAL’s written request, SCYNEXIS will transfer to MERIAL all Agreement Intellectual Property, including all samples of the Compounds, and all documents or data related to, or generated in the course of performing, the Services, including but not limited to data stored in data management systems, reports, files, presentations, protocols, specimens, records, parasites, and any other work product.

EXCEPT FOR A BREACH OF OBLIGATIONS RELATING TO CONFIDENTIALITY OR INTELLECTUAL RIGHTS UNDER THIS AGREEMENT OR AS PART OF THEIR INDEMNIFICATION OBLIGATIONS UNDER THIS AGREEMENT, NEITHER PARTY SHALL BE ENTITLED TO, NOR BE RESPONSIBLE FOR, ANY INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL LOSSES OR DAMAGES ARISING IN CONNECTION WITH A DEFAULT OR BREACH OF THEIR RESPECTIVE OBLIGATIONS UNDER THIS AGREEMENT.

Under no circumstance shall SCYNEXIS provide, disclose, share, or use any [*] under this Agreement for [*]. For so long as the Agreement Intellectual Property remains protected under any law, statute, or regulation, including, but not limited to, patent and trade secrets protection laws, SCYNEXIS may not use the Agreement Intellectual Property for any purpose other than to render the Services during the Term of the Agreement. For the avoidance of doubt, nothing in this Section 12 is intended to modify the Parties’ obligations under Section 15 or 16.

SCYNEXIS will be an independent contractor, and no employment, agency, partnership, or joint venture relationship between the parties or their respective employees, either express or implied, shall be created by this Agreement. MERIAL will not be responsible for SCYNEXIS’s acts while performing the Services,

whether on SCYNEXIS’s premises, MERIAL's premises or elsewhere, and SCYNEXIS shall have no authority to speak for, represent, or obligate MERIAL except as expressly authorized in writing by MERIAL.

Except to the extent caused by SCYNEXIS’s negligence or willful misconduct, MERIAL hereby agrees to indemnify and hold SCYNEXIS (and its directors, officers, employees, agents, successors and assigns) harmless from and against any and all Losses to the extent arising out of or connected with a third party claim relating to:

Except to the extent caused by MERIAL’s negligence or willful misconduct, SCYNEXIS hereby agrees to indemnify and hold MERIAL (and its Affiliates and respective directors, officers, employees, agents, successors and assigns) harmless from and against any and all Losses to the extent arising out of or connected with a third party claim relating to:

i)    maintain all Information belonging to the other Party in strict confidence, except that the receiving party may disclose or permit the disclosure of any Information to its, and its Affiliates' directors, officers, employees, consultants, approved subcontractors, and

ii)    advisors who are obligated to maintain the confidential nature of such Information and who need to know such Information for the purposes set forth in this Agreement;

iii)    use all Information belonging to the other Party solely for the purposes set forth in, or as permitted by, this Agreement;

iv)    allow its directors, officers, employees, consultants, approved subcontractors, and advisors to reproduce the Information belonging to the other Party only to the extent necessary to effect the purposes set forth in this Agreement, with all such reproductions being considered Information;

v)    cause any consultant or advisor engaged by the receiving party to whom the disclosing Party’s Information is disclosed to execute a confidentiality and nondisclosure agreement in form and substance reasonably acceptable to the disclosing party.

The obligations of a receiving party under this Section 15 shall not apply to the extent that the receiving party can demonstrate that the corresponding Information:

Except for Information of the disclosing Party the rights to which have been granted to a receiving party, upon the termination of this Agreement, at the request of the disclosing party, the receiving party shall destroy all originals, copies, extracts and summaries of documents, materials, and other tangible manifestations of the disclosing Party’s Information in the possession or control of the receiving party, except that the receiving party may retain one copy of the disclosing Party’s Information in the possession of its in house or outside legal counsel solely for the purpose of monitoring its obligations under this Agreement.

MERIAL acknowledges SCYNEXIS’s interest in publishing the results to obtain recognition within the scientific community and to advance the state of scientific knowledge. Both Parties recognize their mutual interest in obtaining valid patent protection and in protecting business interests and trade secret information. Consequently, SCYNEXIS and its employees, agents, consultants, representatives, subsidiaries, and successors wishing to make a publication shall submit its request for publication to MERIAL in writing, along a copy of the proposed written publication or an outline of an oral disclosure, at least [*] prior to submission for publication or presentation for approval by MERIAL. SCYNEXIS shall make modifications to the publication requested by MERIAL for patent reasons, trade secret reasons, regulatory reasons or other business reasons and to delay publication or presentation for a reasonable period in order to protect Information, know-how and patentable information. Once a publication has been published or presented in accordance with this Section, SCYNEXIS does not need to present the information in such publication again to MERIAL prior to being used in another publication.

Neither Party shall reveal the name of the other Party or the existence or terms of this Agreement without the prior written approval of the other Party, except to the extent required by applicable securities laws or other applicable law or regulation or in connection with a transaction involving the offer or sale of equity or debt instruments, subject to the Disclosing Party entering into a confidentiality agreement with the other party(-ies) with confidentiality obligations no less stringent then the obligations set forth herein.

With respect to each disclosure of Trade Secrets, the obligations created herein shall survive until such time that it can be demonstrated that the Trade Secret has become publicly available in the public domain. With respect to each disclosure of Confidential Information, the obligations created herein shall survive for [*] from termination or expiration of this Agreement, whichever date is later.

any copyrights, trademark, trade secret, patents and any Agreement Intellectual Property to MERIAL. [*].

SCYNEXIS will not assign, delegate, sub-contract, transfer, charge or otherwise dispose of all or any of its rights and responsibilities under this Agreement without the prior written consent of MERIAL provided that, subject to Section 10.5, SCYNEXIS shall be entitled to assign this Agreement to any parent, subsidiary, Affiliate, successor of all or substantially all of its [*] assets or business, or related company of SCYNEXIS, [*]. MERIAL reserves the right to assign this Agreement to any parent, subsidiary, Affiliate, successor of all or substantially all of its assets or business, or related company of MERIAL. This Agreement shall be binding upon and inure to the benefit of the Parties hereto, their Affiliates, and their respective successors and permitted assigns.

Each Party represents and warrants to the other Party that it has the legal right and power to enter into this Agreement, to extend the rights and licenses granted to the others in this Agreement, and

to fully perform its obligations hereunder, and that the performance of such obligations will not conflict with its charter documents or any agreements, contracts, or other arrangements to which it is a party.

Either party shall be excused from performing its obligations under this Agreement if its performance is delayed or prevented by any event beyond such party’s reasonable control, including without limitation, acts of God, fire, explosion, weather, disease, war, insurrection, civil strife, riots, government action, curtailment of transportation, or power failure, provided that such performance shall be excused only to the extent of and during such disability. Prompt notice of an inability to perform will be provided to the other party. If such force majeure circumstances occur, the party injured by the other party’s inability to perform may elect to (a) terminate this Agreement immediately if such force majeure event is not cured within [*]; and/or (b) suspend this Agreement for the duration of the force majeure circumstances, and then resume performance under this Agreement. The party experiencing the force majeure circumstances shall cooperate with and assist the injured party in all reasonable ways to minimize the impact of such circumstances on the injured party.

Any notice or other communication under this Agreement shall be in writing and shall be effective upon the earlier of (i) actual receipt, (ii) seven (7) days following deposit into the United States mail (certified mail, return receipt requested), (iii) the next business day following deposit with a nationally recognized overnight courier service, or (iv) the same day following transmission of a legible facsimile copy during regular business hours, in each case with any delivery fees pre-paid and addressed to the party at the address set forth on the first page of this Agreement, Attention General Counsel, or such other address as that party may notify the other from time to time in accordance with this Section.

SCYNEXIS, Inc.

Merial Limited

3239 Satellite Boulevard

Building 500

This Agreement shall constitute the entire understanding of the parties hereto. No modification, amendment or waiver may be accomplished to the terms of this Agreement except in a writing signed by authorized representatives of both parties. The waiver by a party of a breach of any provision of this Agreement by the other party(a “Breaching Party”) shall not operate or be construed as a waiver of any subsequent breach by the Breaching Party. The parties expressly agree that all terms and provisions herein shall be construed and enforced in accordance with the laws of the State of Georgia, without reference to any rules of conflict of laws. The parties agree that the provisions of this Agreement are severable and separate from one another and if any provision of this Agreement is held to be invalid, illegal, or unenforceable under any present or future law, such provision shall be modified to the minimum extent necessary to render it enforceable and to preserve to the fullest extent possible its original scope. The parties further agree that if any provision is held to be invalid, illegal, or unenforceable to such an extent that it cannot be modified and is stricken from the Agreement, the remainder of the Agreement shall be enforceable without regard to the enforceability of any stricken provision.

The Parties acknowledge that this Agreement continues a relationship between the Parties whereby SCYNEXIS provides certain research services to MERIAL. The first agreement under which SCYNEXIS provided such services to MERIAL was that certain Collaboration Agreement dated June 30, 2004 (the ”Collaboration Agreement”). That agreement was terminated effective December 31, 2011. Effective January 1, 2012, SCYNEXIS provided research services under that certain Research Services Agreement dated December 19, 2011 (the “First Research Services Agreement”) which expires by its terms on December 31, 2014. Notwithstanding anything to the contrary contained in the Collaboration Agreement or the First Research Services Agreement, the Parties agree as follows

This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall be deemed to be one and the same instrument.

Payment shall be made in equal quarterly installments of Nine Hundred Eighty Seven Thousand Five Hundred U.S. Dollars ($987,500 USD). The quarters will begin on January 1, April 1, July 1 and October 1. The installments will be paid by the later of [*] of MERIAL’s receipt of an invoice from SCYNEXIS, or [*] after the [*] MERIAL’S receipt of an invoice from SCYNEXIS.

For the avoidance of doubt, MERIAL will be responsible for paying third parties engaged by MERIAL to provide complementary services as set out in Section 2.2 above. SCYNEXIS shall be responsible for paying any third parties it engages (with MERIAL’s prior written approval) to provide the Services.

Payee Name: FULL NAME OF RESEARCHER OR AS IDENTIFIED ON THE INVOICE

Payment Method: [*]

Complete the following information for wire transfers:

Bank Address: INSERT AS APPLICABLE OR USE N/A

Researcher’s

Bank Account Number: INSERT AS APPLICABLE OR USE N/A