TERM SHEET

The parties to this Term Sheet are Charles River Laboratories International, Inc. (“Charles River”), Temple University (“Temple”), and Lime Pharmaceuticals, Inc. (“Lime”) (together, the “Parties”).

Charles River is a leading international pharmaceutical company headquartered in Wilmington, Massachusetts.

Temple, a leading educational institution, engages in various research activities including pharmacological research. Temple possesses research facilities and expertise for in vitro and in vivo testing of newly designed drugs. Temple is a member of BioStrategy Partners, Inc. (“BioSP”), the other members of which are institutions which do similar research to that performed by Temple.

Lime, through an irrevocable license provided by Phronesis Artificial Intelligence, Inc. (“Phronesis”) and utilizing the artificial intelligence resources and capabilities of Phronesis, designs de novo in silico molecules for treating disease.

The Parties are considering entering into a collaborative relationship whereby Temple and Lime will first form a new corporate entity, De Novo Chemical Inc. (“De Novo”) and that entity with Charles River will form a second new corporate entity (“Newco”), which will utilize the Parties’ respective resources, technology, expertise and assets to develop and commercialize new drugs.

Charles River will own 19.99% of Newco; the remaining 80.01% initially will be owned by De Novo.

Charles River will contribute $20 million to Newco providing that Lime raises an additional $80 million from equity investors, for a total of $100 million to Newco. To raise the $80 million De Novo shall provide to the investors the amount of equity in Newco from De Novo’s equity in Newco as is necessary to raise the $80 million.

The Parties will mutually identify specific research projects for the development of new drugs hoped to possess significant commercial potential (“Projects”). Temple will have the primary responsibility for identifying Projects, and for that purpose Temple may engage the services of one or more of members of BioSP. For each Project so identified and accepted by Newco, Temple shall be paid by Newco $50,000. The Parties contemplate that there will be at least 50 such Projects.

For each Project, based upon criteria and information supplied by Temple (or another participating BioSP member) and Charles River, Lime will utilize its proprietary platform to design a set of de novo in silico molecular candidates (“Potentials”) and, as an IC 50 predictor and other ADMET predictive enhancements to that platform became available, Lime will perform initial testing of such Potentials utilizing such predictor and enhancements, and provide the results of that testing to both Temple and Charles River.

Upon selecting one or more Potentials for a Project, Temple will acquire any appropriate analog compound(s) and provide for and do the synthesis of such Potentials. Thereafter Temple will perform in vitro testing of such Potentials. Based upon the success of the in vitro testing, Temple will perform partial in vivo testing of such Potentials.

If and when the testing performed by Temple establishes to the satisfaction of the Parties that a Potential possesses scientific and commercial value (“Proven Potential”), the Project utilizing such Proven Potential will be turned over to Charles River. Charles River will perform on the Proven Potential full in vivo testing and all additional necessary testing, and when appropriate will commence and complete (on Newco’s behalf) the Investigation New Drug Approval (“IND”) process, seeking permission from the U.S. Food and Drug Administration to commence human clinical trials.

The contributions of Charles River will be provided to Newco at Charles River’s respective internal costs, which costs are to be paid to Charles River by Newco. With respect to a Proven Potential as to which Charles River performs testing sufficient for and as appropriate pursues the IND process, it is anticipated that Charles River’s costs will be approximately $2.5 million per Project, although when Charles River performs such work for a third party it charges $5 million (costs plus profits) per project.

Newco executive personnel will include Rick Fine, who will be Newco’s Chief Executive Officer; Dr. Wayne Childers (contemplated), who will be Newco’s Chief Science Officer; and Elie Eisenberg ( contemplated), who will be Newco’s Chief Financial Officer.

The Parties understand that Lime will not be able to raise the $80 million investment in Newco unless they have entered into a formal and through written Collaboration Agreement (“Agreement”) which encompasses the substantive terms of this Term Sheet, and upon the execution of the Agreement, Charles River deposits into escrow $2 million of its $20 million investment in Newco which will be returned to Charles River if Lime does not raise from investors the $80 million for Newco.

Should the terms of this Term Sheet be reasonably acceptable to the Parties, they shall enter into and execute the Agreement, and Charles River shall deposit into escrow $2 million of its $20 million investment in Newco.