exhibit 10. 1 termination and transfer agreement between : aegera therapeutics inc., a corporation incorporated under the laws of canada, having a place of business at 810 chemin du golf, ile - des - sœurs, montreal, quebec h3e 1a8, canada ( hereinafter referred to as “ aegera ” ) and : curis, inc., a corporation incorporated under the laws of delaware, having a place of business at 61 moulton street, cambridge, ma 02138, u. s. a. ( hereinafter referred to as “ curis ” ) whereas aegera and curis are parties to a license and collaboration agreement dated as of january 5, 2001, as amended by a letter dated march 20, 2001 ( collectively, the “ license agreement ” ), whereby the parties agreed to cooperate with each other in order to develop potential therapeutics and diagnostics from stem cell technologies ; whereas curis has indicated, in a letter dated february 6, 2003, that it has divested itself of its stem cell technology and associated research functions and that it is not likely to make future use of the remaining aegera stem cell intellectual property assets ; and whereas aegera and curis hereby agree to terminate the license agreement in accordance with the terms and conditions set forth hereinafter ; now, therefore, the parties covenant and agree as follows : 1. definitions 1. 1 “ business ” shall mean the business of developing and commercializing therapeutic, prophylactic and diagnostic products from stem cell technologies, including but not restricted to all research, derivations, amplifications and applications of skin - derived precursor cells ( “ skps ” ). 1. 2 “ business day ” means any day of the year, other than a saturday, sunday, or any day on which banks are required or authorized to close in cambridge, massachusetts. 1. 3 “ confidential information ” shall mean all technology, data, materials, products, technical information, commercialization, clinical and research strategies, know - how and trade secrets falling under the aegera technologies, the aegera or the curis technologies specified in section 6. 4 of the license agreement, the mcgill contract and the collaboration rights disclosed by one party ( the “ disclosing party ” ) to the other up to the termination date ; provided that “ confidential information ” shall not include ( i ) information that is or becomes part of the