Exclusive License Agreement for Selected Applications of Coated Nanocrystalline Particles

PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR
CONFIDENTIALITY UNDER RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED. A COPY OF THIS AGREEMENT WITH THIS EXHIBIT INTACT HAS BEEN FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

EXCLUSIVE LICENSE AGREEMENT

BETWEEN

THE REGENTS OF THE UNIVERSITY OF CALIFORNIA

AND

XXX-XXXXXXX TECHNOLOGIES, INC.

FOR

SELECTED APPLICATIONS OF COATED NANOCRYSTALLINE PARTICLES

CASE NO. 89-204

TABLE OF CONTENTS

ARTICLE NO. TITLE PAGE

RECITALS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

1. DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
2. GRANT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
3. LICENSE ISSUE FEE . . . . . . . . . . . . . . . . . . . . . . . . . 8
4. ROYALTIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
5. DUE DILIGENCE . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
6. PROGRESS AND ROYALTY REPORTS. . . . . . . . . . . . . . . . . . . . 16
7. BOOKS AND RECORDS . . . . . . . . . . . . . . . . . . . . . . . . . 18
8. LIFE OF THE AGREEMENT . . . . . . . . . . . . . . . . . . . . . . . 18
9. TERMINATION BY THE REGENTS. . . . . . . . . . . . . . . . . . . . . 19
10. TERMINATION BY LICENSEE. . . . . . . . . . . . . . . . . . . . . . 20
11. DISPOSITION OF PATENT PRODUCTS ON HAND UPON TERMINATION. . . . . . 20
12. USE OF NAMES AND TRADEMARKS. . . . . . . . . . . . . . . . . . . . 21
13. LIMITED WARRANTY . . . . . . . . . . . . . . . . . . . . . . . . . 21
14. PATENT PROSECUTION AND MAINTENANCE . . . . . . . . . . . . . . . . 23
15. PATENT MARKING . . . . . . . . . . . . . . . . . . . . . . . . . . 25
16. PATENT INFRINGEMENT. . . . . . . . . . . . . . . . . . . . . . . . 25
17. INDEMNIFICATION. . . . . . . . . . . . . . . . . . . . . . . . . . 27
18. NOTICES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
19. ASSIGNABILITY. . . . . . . . . . . . . . . . . . . . . . . . . . . 29
20. LATE PAYMENTS. . . . . . . . . . . . . . . . . . . . . . . . . . . 29
21. WAIVER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
22. FAILURE TO PERFORM . . . . . . . . . . . . . . . . . . . . . . . . 30
23. GOVERNING LAWS . . . . . . . . . . . . . . . . . . . . . . . . . . 30
24. GOVERNMENT APPROVAL OR REGISTRATION. . . . . . . . . . . . . . . . 31
25. EXPORT CONTROL LAWS. . . . . . . . . . . . . . . . . . . . . . . . 31
26. FORCE MAJEURE. . . . . . . . . . . . . . . . . . . . . . . . . . . 31
27. CONFIDENTIALITY. . . . . . . . . . . . . . . . . . . . . . . . . . 32
28. MISCELLANEOUS. . . . . . . . . . . . . . . . . . . . . . . . . . . 33

UC Case No. 89-204

Exclusive License Agreement
for
Selected Applications of Coated Nanocrystalline Particles

This license agreement ("Agreement") is effective this 18th day of June,
1997 by and between The Regents of the University of California ("The
Regents"), a California corporation, having its statewide administrative
offices at 000 Xxxxxxxx Xxxxx, 00xx Xxxxx, Xxxxxxx, Xxxxxxxxxx 00000-0000 and
Xxx-Xxxxxxx Technologies, Inc. ("Licensee"), a Wyoming corporation, having a
principal place of business at 000 Xxx Xxxxxx, Xxxxx 000, Xxxxxxx, Xxxxxx,
X0X 0X0.

RECITALS

Whereas, certain inventions, characterized as "Applications of Coated
Nanocrystalline Particles" ("Invention"), useful in the development of
vaccine adjuvants, virus vaccine constructs, drug delivery systems, and a red
blood cell surrogate, were made at the University of California, Los Angeles
by Xx. Xxx Xxxxxxxxx et al. and are claimed in Patent Rights defined below;

Whereas, the Licensee is a "small entity" as defined in 37 C.F.R.
Section 1.9 and a "small-business concern" defined in 15 U.S.C. Section 632;

Whereas, both parties recognize that royalties due under this Agreement
will be paid on pending patent applications and issued patents;

Whereas, Licensee requested certain rights from The Regents to
commercialize the Invention; and

Whereas, The Regents responded to the request of Licensee by granting the
following rights to Licensee so that the products and other benefits derived
from the Invention can be enjoyed by the general public.

The parties agree as follows:

1. DEFINITIONS

As used in this Agreement, the following terms will have the meaning set
forth below:

1.1 "Patent Rights" means all U.S. patents and patent applications
and foreign patents and patent applications assigned to The Regents, and in
the case of foreign patents and patent applications those requested under
Paragraph 14.4 herein, including any reissues, extensions, substitutions,
continuations, divisions, and continuations-in-part applications (only to the
extent, however, that claims in the continuations-in-part applications are
supported in the specification of the parent patent application) based on and
including any subject matter claimed in or covered by the following:

1.1a U.S. Patent No. 5,178,882 entitled "Viral Decoy Vaccine," issued
January 12, 1993 by Xx. Xxx Xxxxxxxxx et al., and assigned to The
Regents;

1.1b U.S. Patent No. 5,219,577 entitled "Biologically Active Composition
Having a Nanocrystalline Core," issued June 15, 1993 by Xx. Xxx
Xxxxxxxxx et al., and assigned to The Regents;

1.1c U.S. Patent No. 5,306,508 entitled "Red Blood Cell Surrogate,"
issued April 26, 1994 by Xx. Xxx Xxxxxxxxx et al., and assigned to
The Regents;

1.1d U.S. Patent No. 5,334,394 entitled "Human Immunodeficiency Virus
Decoy," issued August 2, 1994 by Xx. Xxx Xxxxxxxxx et al., and
assigned to The Regents;

1.1e U.S. Patent No. 5,460,830 entitled "Biochemically Active Agents for
Chemical Catalysis and Cell Receptor Activation," issued October
24, 1995 by Xx. Xxx Xxxxxxxxx et al., and assigned to The Regents;

1.1f U.S. Patent No. 5,460,831 entitled "Targeted Transfection
Nanoparticles," issued October 24, 1995 by Xx. Xxx Xxxxxxxxx et
al., and assigned to The Regents;

1.1 g U.S. Patent No. 5,462,750 entitled "Biologically Active
Compositions Having a Nanocrystalline Core," issued October 31,
1995 by Xx. Xxx Xxxxxxxxx et al., and assigned to The Regents;

1.1h U.S. Patent No. 5,462,751 entitled "Biological and Pharmaceutical
Agents Having a Nanomeric Biodegradable Core," issued October 31,
1995 by Xx. Xxx Xxxxxxxxx et al., and assigned to The Regents; and

1.1i U.S. Patent No. 5,464,634 entitled "Red Blood Cell Surrogate,"
issued November 7, 1995 by Xx. Xxx Xxxxxxxxx et al., and assigned
to The Regents.

1.2 "Patent Products" means:

i any kit, composition of matter, material, or product;

ii any kit, composition of matter, material, or product to be
used in a manner requiring the performance of the Patent
Method; or

iii any kit, composition of matter, material, or product
produced by the Patent Method;

to the extent that the manufacture, use, or sale of such kit, composition of
matter, material, or product, in a particular country, would be covered by or
infringe, but for the license granted to Licensee pursuant to this Agreement,
an unexpired claim of a patent or pending claim of a patent application were
it issued as a claim in a patent under Patent Rights in that country in which
such patent has issued or application is pending. This definition of Patent
Products also includes a service either used by Licensee or provided by
Licensee to its customers when such service requires the practice of the
Patent Method.

1.3 "Patent Method" means any process or method covered by the claims
of a patent application or patent within Patent Rights or the use or practice
of which would constitute, in a particular country, but for the license
granted to Licensee pursuant to this Agreement, an infringement of an
unexpired claim of a patent or pending claim of a patent application were it
issued as a claim in a patent within Patent Rights in that country in which
the Patent Method is used or practiced.

1.4 "Vaccine Adjuvant" means coated nanocrystalline particles used to
improve, augment or potentiate the biological activity, and especially the
immunogenicity, of a pharmaceutical preparation intended for the immunization of
humans or other animals against diseases.

1.5 "Virus Vaccine Construct" means nanocrystalline particles coated
with viral antigens intended for use in the immunization of humans against HIV,
Xxxxxxx Xxxx virus, or herpes virus infections.

1.6 "Drug Delivery System" means coated nanocrystalline particles
used in pharmaceutical preparations to facilitate the therapeutic delivery of
5-fluorouracil, taxol, or insulin in humans.

1.7 "Red Blood Cell Surrogate" means coated nanocrystalline particles
used to serve as a substitute for human or animal red blood cells.

1.8 "Field" means vaccine Adjuvant, Virus Vaccine Construct, Drug
Delivery System and Red Blood Cell Surrogate.

1.9 "Excluded Field" means any application or use of coated
nanocrystalline particles in pharmaceutical preparations intended for use in
human or animal contraception, human or

animal diagnostic application, human or animal antibiotic therapy, or human
or animal hormone therapy and any other field of use not expressly included
in Paragraphs 1.4, 1.5, 1.6 and 1.7, above.

1.10 "Net Sales" means the gross invoice prices from the sale of
Patent Products by Licensee, an Affiliate, a Joint Venture, or a sublicensee
to independent third parties for cash or other forms of consideration in
accordance with generally accepted accounting principles limited to the
following deductions (if not already deducted from the gross invoice price
and at rates customary within the industry): (a) allowances (actually paid
and limited to rejections, returns, and prompt payment and volume discounts
granted to customers of Patent Products, whether in cash or Patent Products
in lieu of cash); (b) freight, transport packing, insurance charges
associated with transportation; and (c) taxes, tariffs or import/export
duties based on sales when included in gross sales, but not value-added taxes
or taxes assessed on income derived from such sales. Where Licensee
distributes Patent Products for end use to itself, an Affiliate, a Joint
Venture, or a sublicensee, then such distribution will be considered a sale
at the price normally charged to independent third parties, and The Regents
will be entitled to collect a royalty on such sale in accordance with Article
4 (Royalties).

1.11 "Affiliate(s)" of Licensee means any entity which, directly or
indirectly, controls Licensee, is controlled by Licensee, or is under common
control with Licensee ("control" for these purposes being defined as the
actual, present capacity to elect a majority of the directors of such
affiliate, or if not, the capacity to elect the members that control forty
percent (40%) of the outstanding stock or other voting rights entitled to
elect directors) provided, however, that in any country where the local law
will not permit foreign equity participation of a majority, then an

"Affiliate" will include any company in which Licensee will own or control,
directly or indirectly, the maximum percentage of such outstanding stock or
voting rights permitted by local law. Each reference to Licensee herein will
be meant to include its Affiliates.

1.12 "Joint Venture" means any separate entity established pursuant to
an agreement between a third party and Licensee to constitute a vehicle for a
joint venture, in which the separate entity manufactures, uses, purchases,
sells, or acquires Patent Products from Licensee. Each reference to Licensee
herein will be meant to include its Joint Venture(s).

2. GRANT

2.1 Subject to the limitations set forth in this Agreement, The Regents
hereby grants to Licensee exclusive licenses under Patent Rights to make, use,
sell, offer for sale, and import Patent Products in the Field and to practice
the Patent Method in the Field.

2.2 The licenses granted hereunder expressly prohibit the right to
make, use, sell, offer for sale, and import Patent Products in the Excluded
Field and to practice the Patent Method in the Excluded Field.

2.3 The manufacture of Patent Products in the Field and the practice of
the Patent Method in the Field will be subject to applicable government
importation laws and regulations of a particular country on Patent Products made
outside the particular country in which such Patent Products are used or sold.

2.4 The Regents also grants to Licensee the right to issue
sublicenses to third parties to make, use, sell, offer for sale, and import
Patent Products in the Field and to practice the Patent Method in the Field,
provided Licensee retains current exclusive rights thereto under this
Agreement. If the exclusive licenses granted to Licensee in any Field are
reduced to nonexclu-

sive licenses for any reason, then Licensee will be entitled to retain any
sublicenses in that Field granted by Licensee prior to the date on which the
reduction to nonexclusive licenses became effective. Licensee, however, is
prohibited from granting any additional sublicenses in the Field in which the
exclusive licenses were reduced to non-exclusive licenses. To the extent
applicable, such sublicenses will include all of the rights of and
obligations due to The Regents that are contained in this Agreement including
payment to The Regents of royalties at the rates provided for in Article 4
(Royalties).

2.5 Licensee will notify The Regents of each sublicense granted
hereunder and provide The Regents with a copy of each sublicense. Licensee
will collect and pay all fees and royalties due The Regents as set forth in
Paragraphs 3.1 and 4.1 below (and guarantee all such payments due from
sublicensees). Licensee will require sublicensees to provide it with progress
and royalty reports in accordance with the provisions herein, and Licensee
will collect and deliver to The Regents all such reports due from
sublicensees.

2.6 Upon termination of this Agreement for any reason, The Regents,
at its sole discretion, will determine whether any or all sublicenses will be
assigned to The Regents, except that The Regents will not be bound by any
duties or obligations contained in any sublicenses that extend beyond the
duties and obligations contained in this Agreement.

2.7 Nothing in this Agreement will be deemed to limit the right of
The Regents to publish any and all technical data resulting from any research
performed by The Regents relating to the Invention and to make and use the
Invention, Patent Product(s), Patent Method(s), and associated technology
solely for educational and research purposes and for purposes not covered by
this Agreement.

3. LICENSE ISSUE FEE

3.1 As partial consideration for all the rights and licenses granted
to Licensee, Licensee will pay to The Regents a license issue fee of One
Hundred Thousand Dollars ($100,000.00) according to the following schedule:

3.1a Twenty-five Thousand Dollars ($25,000) within 30 days after
execution of this Agreement;

3.1b Twenty-five Thousand Dollars ($25,000) on or before the first
anniversary of the effective date of this Agreement;

3.1c Twenty-five Thousand Dollars ($25,000) on or before the second
anniversary of the effective date of this Agreement; and

3.1d Twenty-five Thousand Dollars ($25,000) on or before the third
anniversary of the effective date of this Agreement.

3.2 The fees set forth in Paragraph 3.1 above are non-refundable,
non-creditable, and not an advance against royalties.

4. ROYALTIES

4.1 As further consideration for all the rights and licenses granted
to Licensee, Licensee and its sublicensees will pay to The Regents an earned
royalty at the rate of four percent (4%) based on the Net Sales of Patent
Products. If, however, Licensee has granted both the right to manufacture and
sell a Vaccine Adjuvant to a party that also manufactures and sells a
pharmaceutical product that is combined with the Vaccine Adjuvant, then
Licensee may exchange the royalty rate paid to The Regents specified above
for a royalty rate of two percent (2%) based on the Net Sales of the
pharmaceutical product that contains the Vaccine Adjuvant.

4.2 Paragraphs 1.1, 1.2 and 1.3 define Patent Rights, Patent
Products, and Patent Method so that royalties will be payable on Patent
Products and Patent Method covered by both

pending patent applications and issued patents. Earned royalties will accrue
in each country for the duration of Patent Rights in that country and will be
payable to The Regents when Patent Products are invoiced, or if not invoiced,
when delivered to a third party or to itself, an Affiliate, Joint Venture, or
sublicensee in the case where such delivery of the Patent Products to
Licensee, an Affiliate, Joint Venture, or sublicensee is intended for end use
or for purposes other than clinical trials.

4.3 Royalties accruing to The Regents will be paid to The Regents
quarterly on or before the following dates of each calendar year:

February 28 for the calendar quarter ending December 31

May 31 for the calendar quarter ending March 31

August 31 for the calendar quarter ending June 30

November 30 for the calendar quarter ending September 30

4.4 Each such payment will be for royalties which accrued up to the
most recently completed calendar quarter of Licensee.

4.5 Beginning in the year 2003, Licensee will pay to The Regents a
minimum annual royalty in the amounts and at the times set forth below:

2003 - $ 100,000

2004 - $ 250,000

2005 - $ 500,000

2006 - $ 1,000,000

2007 - $ 1,500,000

In each succeeding calendar year after the year 2007, Licensee will pay a
minimum annual royalty of One Million Five Hundred Thousand Dollars
($1,500,000) and thereafter for the life of this Agreement. This minimum
annual royalty will be paid to The Regents by February 28 of the year
following accrual of the royalties and will be credited against the earned
royalty due and owing for the calendar year in which the minimum payment was
made.

4.6 All monies due The Regents will be payable in United States funds
collectible at par in San Francisco, California. When Patent Products are
sold for monies other than United States dollars, the earned royalties will
first be determined in the foreign currency of the country in which such
Patent Products were sold and then converted into equivalent United States
funds. The exchange rate will be that rate quoted in the Wall Street Journal
on the last business day of the reporting period.

4.7 Earned royalties on sales of Patent Products occurring in any
country outside the United States will not be reduced by any taxes, fees, or
other charges imposed by the government of such country except those taxes,
fees, and charges allowed under the provisions of Paragraph 1.10 (Net Sales).
Licensee will also be responsible for all bank transfer charges.

4.8 Notwithstanding the provisions of Article 26 (Force Majeure), if at
any time legal restrictions prevent prompt remittance of part or all royalties
owed to The Regents by Licensee with respect to any country where a Patent
Product is sold or distributed, Licensee will convert the amount owed to The
Regents into United States funds and will pay The Regents directly from another
source of funds for the amount impounded.

4.9 In the event that any patent or any claim thereof included within
the Patent Rights is held invalid in a final decision by a court of competent
jurisdiction and last resort and from

which no appeal has or can be taken, all obligation to pay royalties based on
such patent or claim or any claim patentably indistinct therefrom will cease
as of the date of such final decision. Licensee will not, however, be
relieved from paying any royalties that accrued before such decision or that
are based on another patent or claim that has not expired or that is not
involved in such decision.

5. DUE DILIGENCE

5.1 The Licensee, upon execution of this Agreement, shall diligently
proceed with the development, manufacture, and sale of Patent Products and
shall earnestly and diligently market the same within a reasonable time after
execution of this Agreement and in quantities sufficient to meet the market
demands therefor.

5.2 Licensee will be entitled to exercise prudent and reasonable
business judgment in the manner in which it meets its due diligence
obligations hereunder. In no case, however, will Licensee be relieved of its
obligations to meet the due diligence provisions of this Article 5 (Due
Diligence).

5.3 The Licensee will obtain all necessary governmental approvals in
each country that Patent Products are manufactured, used, and sold.

5.4 Licensee will have available not less than $________ million
per year for development and commercialization of Patent Products for the
first three years that this Agreement is in effect and $________ million
for every year thereafter until a Patent Product is introduced to the market.
[PORTIONS OF THIS SECTION HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR
CONFIDENTIALITY UNDER RULE 24b-2 OF THE SECURITIES EXCHANGE OF 1934, AS
AMENDED. A

COPY OF THIS AGREEMENT WITH THIS SECTION INTACT HAS BEEN FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION.]

5.5 Licensee will not knowingly hire any person into a management or
decision-making position who has been convicted or is under investigation by any
governmental entity in the United States or Canada for fraud in association with
the trading of securities. Licensee must diligently investigate the background
of all potential management hirees before hiring any person into a management or
decision-making position to determine if the person has been under investigation
in the United States or Canada for fraud in association with the trading of
securities.

5.6 Within 6 months of the effective date of this Agreement, Licensee
will acquire (by purchase, construction, rental, lease, or other means) the
necessary laboratory, pilot plant, and supporting area space necessary for
carrying out the projects specified in Paragraph 5.9. Within 18 months of the
effective date of this Agreement, Licensee will acquire (by purchase,
construction, rental, lease, or other means) the necessary laboratory,
manufacturing, and supporting area space to manufacture the Patent Products
specified in Paragraph 5.9 under good manufacturing practice conditions. The
majority of research and development work, including animal, toxicity and
product development work, will be conducted in facilities acquired (purchased,
constructed, rented or leased) by Licensee.

5.7 Licensee must hire the following key employees by the designated
dates:

--------------------------------------------------------------------------------------------------------------------
Position Description # Req. Hiring Target Date
--------------------------------------------------------------------------------------------------------------------

Director, Research & Development 1 December 1, 1996
Senior Vaccine Development Specialist 1 June 30, 1997
Senior Pharmaceutical Development Specialist 1 June 30, 1997
Process Development Scientist 1 April 30, 1997
Quality Control/Assurance Manager 1 December 31, 1997
Information Management Systems Specialist 1 December 31, 1997
Regulatory Specialist 1 December 31, 1998
--------------------------------------------------------------------------------------------------------------------

5.8 In the hiring of key employees designated in Paragraph 5.7 above,
Licensee will use the criteria set forth below to select and hire qualified
candidates.

5.8a Director, Research and Development: Requires a Ph.D. in
microbiology and 15 to 20 years' experience in the
biotechnology industry. Requires a demonstrated ability to
manage a development facility and guide development programs.
The selection of the candidate to fill this position is
subject to the approval of The Regents, whose approval will
not be unreasonably withheld.

5.8b Senior Vaccine Development Specialist: Requires a Ph.D. in
microbiology, virology, bacteriology, or immunology, with a
minimum of 5 years' biotechnology industrial experience in a
management position. Experience with the preparation of
purified subunit vaccines by extraction of microorganisms
produced through genetic engineering techniques would be
beneficial. Requires familiarity with regulatory requirements
for pilot plant operation. This individual must be capable of
leading a team in the development of new antigen presentation
and vaccine adjuvant systems.

5.8c Senior Pharmaceutical Development Scientist: Requires a Ph.D.
with a minimum of five years' experience in the
pharmaceutical industry. This position requires a thorough
familiarity with drug formulation technology, preferably
including the use of microcarrier formulations for drug
targeting and controlled delivery. Knowledge of the relevant
regulations governing such formulations is required. This
individual must have the capability to lead a team in the
development of novel drug delivery systems based upon the
nanoparticles, concentrating initially on formulations of
insulin that might be suitable for oral or nasal
administration and improved delivery of taxol and other anti-
tumor drugs.

5.8d Process Development Scientist: Requires a B.S. and 5 years'
experience in process development and the demonstrated
ability to scale-up protocols from the bench-top scale to
production scale.

5.8e Quality Control & Assurance Manager: Requires a B.S. in
biological sciences with 5 years' experience in the QC/QA
division of a biopharmaceutical company and thorough
knowledge of the United States, Canadian, and European GLP and
GMP biological and pharmaceutical manufacturing and testing
regulations. This individual must be capable of writing and
editing Standard Operating Procedure and Batch Production
Master Record documents and have experience in the validation
of manufacturing and testing equipment, processes and
procedures. Requires a demonstrated ability to manage all QC/
QA procedures in the development facility, including the
eventual quality control of operations of a GMP pilot plant
for biopharmaceuticals.

5.8f Information Management Systems Analyst: Requires a B.S. or
M.S. in computer sciences, with a minimum 3 years' experience
in LAN systems management, preferably in a laboratory setting.
This individual must have demonstrated the ability to set up
and operate computer-based systems for company records,
information retrieval and management and all laboratory
records, including research manufacture and QC/QA.

5.8g Regulatory Specialist: Requires a B.S. degree in the
biological sciences and preferably an advanced degree. This
individual must have the demonstrated ability to prepare
product submissions to the United States F.D.A. and a
demonstrated capability to get such products approved. The
selection of the candidate to fill this position is subject to
the approval of The Regents, whose approval will not be
unreasonably withheld.

5.9 Licensee must perform the following in the designated Fields:

5.9a Vaccine Adjuvant Project

[PORTIONS OF THIS SECTION HAVE BEEN OMITTED PURSUANT TO A REQUEST
FOR CONFIDENTIALITY UNDER RULE 24b-2 OF THE SECURITIES EXCHANGE
ACT OF 1934, AS AMENDED. A COPY OF THIS AGREEMENT WITH THIS SECTION
INTACT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION.]

5.9b Xxxxxxx Xxxx Vaccine Project

5.9c Herpes 2 Vaccine Project

5.9d HIV Vaccine Project

5.9e Oral Insulin Project

5.9f Taxol Delivery Project

5.9g 5-Fluorouracil

5.9h Red Blood Cell Surrogate

5.10 [PORTIONS OF THIS SECTION HAVE BEEN OMITTED PURSUANT TO A REQUEST
FOR CONFIDENTIALITY UNDER RULE RULE 24b-2 OF THE SECURITIES EXCHANGE
ACT OF 1934, AS AMENDED. A COPY OF THIS AGREEMENT WITH THIS SECTION
INTACT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION.]

5.11 The Regents shall have the right and option to terminate this
Agreement or reduce Licensee's exclusive licenses to non-exclusive licenses in
accordance with Paragraph 5.12 below, if any of the provisions of this Article 5
have not been met by Licensee. The exercise of this right and option by The
Regents supersedes the rights granted in Article 2 (Grant).

5.12 To exercise either the right to terminate this Agreement or reduce
the exclusive licenses granted to Licensee to non-exclusive licenses for lack of
diligence required in this Article 5, The Regents will give Licensee written
notice of the deficiency. Licensee thereafter has 60 (sixty) days to cure the
deficiency. These notices will be subject to Article 18 (Notices).

6. PROGRESS AND ROYALTY REPORTS

6.1 Beginning August 31, 1997 and semi-annually thereafter, Licensee
will submit to The Regents a progress report covering activities by Licensee
related to developing and testing all Patent Products and obtaining governmental
approvals necessary for marketing them. These

progress reports will be provided to The Regents to cover the progress of the
research and development of the Patent Products until their first commercial
sale in the United States.

6.2 The progress reports submitted under Paragraph 6.1 will include,
but not be limited to, the following topics so that The Regents may be able
to determine the progress of the development of Patent Products and may also
be able to determine whether or not Licensee has met its diligence
obligations set forth in Article 5 (Due Diligence) above:

6.2a summary of work completed

6.2b key scientific discoveries

6.2c summary of work in progress

6.2d current schedule of anticipated events or milestones

6.2e market introduction date of Patent Products

6.2f raise the dollar amount to satisfy the diligence provisions
specified in Paragraph 5.4

6.2g activities of sublicensees and strategic partners.

6.3 Licensee will also report to The Regents in its immediately
subsequent progress and royalty report the date of first commercial sale of a
Patent Product(s) in each country.

6.4 After the first commercial sale of a Patent Product, Licensee will
provide The Regents with quarterly royalty reports to The Regents on or before
each February 28, May 31, August 31, and November 30 of each year. Each such
royalty report will cover the most recently completed calendar quarter of
Licensee (October through December, January through March, April through June,
and July through September) and will show:

6.4a the gross sales and Net Sales of Patent Products sold by Licensee
and reported to Licensee as sold by its sublicensees during the
most recently completed calendar quarter;

6.4b the number of Patent Products sold or distributed by Licensee and
reported to Licensee as sold or distributed by its sublicensees;

6.4c the royalties, in U.S. dollars, payable hereunder with respect to
Net Sales; and

6.4d the exchange rates used, if any.

6.5 If no sales of Patent Products have been made during any reporting
period after the first commercial sale of a Patent Product, then a statement to
this effect is required.

7. BOOKS AND RECORDS

7.1 Licensee will keep books and records accurately showing all
Patent Products manufactured, used, and/or sold under the terms of this
Agreement. Such books and records will be preserved for at least five years
after the date of the royalty payment to which they pertain and will be open
to inspection by representatives or agents of The Regents upon request and at
reasonable times to determine the accuracy of the books and records and to
determine compliance by Licensee with the terms of this Agreement.

7.2 The fees and expenses of representatives of The Regents
performing such an examination will be borne by The Regents. However, if an
error in royalties of more than five percent (5%) of the total royalties due
for any year is discovered, then the fees and expenses of these
representatives will be borne by Licensee.

8. LIFE OF THE AGREEMENT

8.1 Unless otherwise terminated by operation of law or by acts of the
parties in accordance with the terms of this Agreement, this Agreement will
be in force from the effective date recited on page one and will remain in
effect for the life of the last-to-expire patent licensed under this
Agreement, or until the last patent application licensed under this Agreement
is abandoned.

8.2 Any termination of this Agreement will not affect the rights and
obligations set forth in the following Articles:

Article 7 Books and Records
Article 11 Disposition of Patent Products on Hand Upon
Termination
Article 12 Use of Names and Trademarks
Paragraph 14.6 Patent Prosecution and Maintenance
Article 17 Indemnification
Article 22 Failure to Perform
Article 27 Confidentiality

9. TERMINATION BY THE REGENTS

9.1 If Licensee should violate or fail to perform any term or covenant
of this Agreement, then The Regents may give written notice of such default
("Notice of Default") to Licensee. If Licensee should fail to repair such
default within sixty (60) days after the date such notice takes effect, The
Regents will have the right to terminate this Agreement and the licenses herein
by a second written notice ("Notice of Termination") to Licensee. If a Notice of
Termination is sent to Licensee, this Agreement will automatically terminate on
the date such notice takes effect. Such termination will not relieve Licensee of
its obligation to pay any royalty or

license fees owing at the time of such termination and will not impair any
accrued right of The Regents. These notices will be subject to Article 18
(Notices).

10. TERMINATION BY LICENSEE

10. Licensee will have the right at any time to terminate this
Agreement in whole or as to any portion of Patent Rights by giving notice in
writing to The Regents. Such Notice of Termination will be subject to Article 18
(Notices) and termination of this Agreement will be effective sixty (60) days
after the effective date thereof. Licensee's right to terminate any portion of
the Patent Rights under this Agreement in accordance with the foregoing notice
requirements shall include the right to abandon a specified project within a
Field without affecting Licensee's rights and obligations under this Agreement
with respect to other specified projects within that Field or another Field.

10.2 Any termination pursuant to the above Paragraph will not relieve
Licensee of any obligation or liability accrued hereunder prior to such
termination or rescind anything done by Licensee or any payments made to The
Regents hereunder prior to the time such termination becomes effective, and such
termination will not affect in any manner any rights of The Regents arising
under this Agreement prior to such termination.

11. Disposition of Patent Products on Hand Upon Termination

11.1 Upon termination of this Agreement, Licensee will have the
privilege of disposing of all previously made or partially made Patent Products,
but no more, within a period of one hundred twenty (120) days, provided,
however, that the sale of such Patent Products will be subject to the terms of
this Agreement including, but not limited to, the payment of royalties

based on the Net Sales of Patent Products at the rates and at the times
provided herein and the rendering of reports in connection therewith.

12. USE OF NAMES AND TRADEMARKS

12.1 Nothing contained in this Agreement will be construed as
conferring any right to use in advertising, publicity, or other promotional
activities any name, trade name, trademark, or other designation of either
party hereto by the other (including contraction, abbreviation or simulation
of any of the foregoing). Unless required by law, the use by Licensee of the
name "The Regents of the University of California" or the name of any campus
of the University of California for use in advertising, publicity, or other
promotional activities is expressly prohibited.

12.2 It is understood that The Regents will be free to release to the
inventors and senior administrative officials employed by The Regents the
terms of this Agreement upon their request. If such release is made, The
Regents will request that such terms will be kept in confidence in accordance
with the provisions of Article 27 (Confidentiality) and not be disclosed to
others. It is further understood that should a third party inquire whether a
license to Patent Rights is available, The Regents may disclose the existence
of this Agreement and the extent of the grant in Article 2 (Grant) to such
third party, but will not disclose the name of Licensee, except where The
Regents is required to release such information under either the California
Public Records Act or other applicable law.

13. LIMITED WARRANTY

13.1 The Regents warrants to Licensee that it owns the Patent Rights
that are the subject of this license and that it has the lawful right to grant
this license.

13.2 The Regents agrees that it will inform Licensee in writing if The
Regents, as represented by the actual knowledge of the Licensing Associate
responsible for administration of this Agreement, receives notice or
otherwise becomes aware of any claims, actions, suits or other proceedings
directly involving the Patent Rights in the Fields that are the subject of
this Agreement or The Regents' lawful right to grant the licenses contained
in this Agreement.

13.3 This license and the associated Invention, Patent Rights, Patent
Method, and Patent Products are provided WITHOUT WARRANTY OF MERCHANTABILITY
OR FITNESS FOR A PARTICULAR PURPOSE OR ANY OTHER WARRANTY, EXPRESS OR
IMPLIED. THE REGENTS MAKES NO REPRESENTATION OR WARRANTY THAT THE INVENTION,
PATENT PRODUCTS, OR PATENT METHOD WILL NOT INFRINGE ANY PATENT OR OTHER
PROPRIETARY RIGHT.

13.4 IN NO EVENT WILL THE REGENTS BE LIABLE FOR ANY INCIDENTAL,
SPECIAL, OR CONSEQUENTIAL DAMAGES RESULTING FROM EXERCISE OF THIS LICENSE OR
THE USE OF THE INVENTION, PATENT RIGHTS, PATENT METHOD, OR PATENT PRODUCTS.

13.5 Nothing in this Agreement will be construed as:

13.5a a warranty or representation by The Regents as to the
validity, enforceability, or scope of any Patent Rights; or

13.5b a warranty or representation that anything made, used, sold,
or otherwise disposed of under any license granted in this
Agreement is or will be free from infringement of patents of
third parties; or

13.5c an obligation to bring or prosecute actions or suits against
third parties for patent infringement except as provided in
Article 16 (Patent Infringement); or

13.5d conferring by implication, estoppel, or otherwise any
license or rights under any patents of The Regents other
than Patent Rights as defined herein, regardless of whether
such patents are dominant or subordinate to Patent Rights;
or

13.5e an obligation to furnish any know-how not provided in Patent
Rights or Patent Products.

14. PATENT PROSECUTION AND MAINTENANCE

14.1 The Regents will diligently prosecute and maintain the United
States and foreign patents comprising Patent Rights using counsel of its
choice. The Regents will promptly provide Licensee with copies of all
relevant documentation so that Licensee may be currently and promptly
informed and apprised of the continuing prosecution, and may comment upon
such documentation sufficiently in advance of any initial deadline for filing
a response, provided, however, that if Licensee has not commented upon such
documentation prior to the initial deadline for filing a response with the
relevant government patent office or The Regents must act to preserve Patent
Rights, The Regents will be free to respond appropriately without
consideration of comments by Licensee, if any. Both parties hereto will keep
this documentation in confidence in accordance with the provisions of Article
27 (Confidentiality) herein. Counsel for The Regents will take instructions
only from The Regents.

14.2 The Regents will use all reasonable efforts to amend any patent
application to include claims requested by Licensee and required to protect
the Patent Products contemplated to be sold or Patent Method to be practiced
under this Agreement.

14.3 The Regents and Licensee will cooperate in applying for an
extension of the term of any patent included within Patent Rights, if
appropriate, under the Drug Price Competition and Patent Term Restoration Act of
1984. Licensee will prepare all such documents, and The

Regents will execute such documents and will take such additional action as
Licensee may reasonably request in connection therewith.

14.4 The Regents will, at the request of Licensee, file, prosecute,
and maintain patent applications and patents covered by Patent Rights in
foreign countries if available. Within nine months of the filing of the
corresponding United States patent application, Licensee must request that
The Regents file any foreign counterpart patent applications of interest to
Licensee. This notice concerning foreign filing must be in writing and must
identify the countries desired. The absence of such a notice from Licensee to
The Regents within the nine (9) month period will be considered an election
by Licensee not to request The Regents to secure foreign patent rights on
behalf of Licensee. The Regents will have the right to file patent
applications at its own expense in any country Licensee has not included in
its list of desired countries, and such applications and resultant patents,
if any, will not be included in the licenses granted under this Agreement.

14.5 All past, present and future costs of preparing, filing,
prosecuting and maintaining all United States and foreign patent applications
and all costs and fees relating to the preparation and filing of patents
covered by Patent Rights in Paragraph 1.1 will be borne by Licensee. This
includes patent preparation and prosecution costs for the Patent Rights
incurred by The Regents prior to the execution of this Agreement. Any
outstanding costs incurred by The Regents and not already reimbursed by
Licensee will be due upon execution of this Agreement and will be paid at the
time that the license issue fee is paid. Licensee will reimburse The Regents
for all other costs and charges within thirty (30) days following receipt of
an itemized invoice from The Regents for same. The costs of all interferences
and oppositions will be considered prosecution expenses and also will be
borne by Licensee. Notwithstanding the foregoing, if The Regents grants a

license under the Patent Rights to a licensee other than the Licensee, all
patent costs associated with the patents and applications which are the
subject of such license agreement will be allocated by The Regents
appropriately between Licensee and such licensee.

14.6 The obligation of Licensee to underwrite and to pay patent
preparation, filing, prosecution, maintenance, and related costs will
continue for costs incurred until three months after receipt by either party
of a Notice of Termination. Licensee will reimburse The Regents for all
patent costs incurred during the term of the Agreement and for three (3)
months thereafter whether or not invoices for such costs are received during
the three (3) month period after receipt of a Notice of Termination. Licensee
may, with respect to any particular patent application or patent, terminate
its obligations to the patent application or patent in any or all designated
countries upon three (3) months' written notice to The Regents. The Regents
may continue prosecution and/or maintenance of such application(s) or
patent(s) at its sole discretion and expense, provided, however, that
Licensee will have no further right or licenses thereunder.

14.7 Licensee will notify The Regents of any change of its status as a
small entity (as defined by the United States Patent and Trademark Office) and
of the first sublicense granted to an entity that does not qualify as a small
entity as defined therein.

15. PATENT MARKING

15.1 Licensee will xxxx all Patent Products made, used, or sold under
the terms of this Agreement, or their containers, in accordance with the
applicable patent marking laws.

16. PATENT INFRINGEMENT

16.1 In the event that Licensee learns of the substantial infringement
of any patent licensed under this Agreement, Licensee will call the attention of
The Regents thereto in writing

and will provide The Regents with reasonable evidence of such infringement.
Both parties to this Agreement acknowledge that during the period and in a
jurisdiction where Licensee has exclusive rights under this Agreement,
neither will notify a third party of the infringement of any of Patent Rights
without first obtaining consent of the other party, which consent will not be
unreasonably withheld. Both parties will use their best efforts in
cooperation with each other to terminate such infringement without litigation.

16.2 Licensee may request that The Regents take legal action against
the infringement of Patent Rights. Such request must be made in writing and
must include reasonable evidence of such infringement and damages to
Licensee. If the infringing activity has not been abated within ninety (90)
days following the effective date of such request, The Regents will have the
right to elect to:

16.2a commence suit on its own account; or

16.2b refuse to participate in such suit and The Regents will give
notice of its election in writing to Licensee by the end of the 100th day
after receiving notice of such request from Licensee. Licensee may thereafter
bring suit for patent infringement if and only if The Regents elects not to
commence suit and if the infringement occurred during the period and in a
jurisdiction where Licensee had exclusive rights under this Agreement.
However, in the event Licensee elects to bring suit in accordance with this
Paragraph, The Regents may thereafter join such suit at its own expense.

16.3 Such legal action as is decided upon will be at the expense of
the party on account of whom suit is brought and all recoveries recovered
thereby will belong to such party, provided, however, that legal action
brought jointly by The Regents and Licensee and participated in by

both will be at the joint expense of the parties and all recoveries will be
allocated in the following order: a) to each party reimbursement in equal
amounts of the attorney's costs, fees, and other related expenses to the
extent each party paid for such costs, fees, and expenses until all such
costs, fees, and expenses are consumed for each party; and b) any remaining
amount shared jointly by them in proportion to the share of expenses paid by
each party.

16.4 Each party will cooperate with the other in litigation
proceedings instituted hereunder but at the expense of the party on account
of whom suit is brought. Such litigation will be controlled by the party
bringing the suit, except that The Regents may be represented by counsel of
its choice in any suit brought by Licensee.

17. INDEMNIFICATION

17.1 Licensee will (and require its sublicensees to) indemnify, hold
harmless, and defend The Regents, its officers, employees, and agents; the
sponsors of the research that led to the Invention; the inventors of any
invention covered by patents or patent applications in Patent Rights
(including the Patent Products and Patent Method contemplated thereunder) and
their employers against any and all claims, suits, losses, damage, costs,
fees, and expenses resulting from or arising out of exercise of this license
or any sublicense. This indemnification will include, but will not be limited
to, any product liability.

17.2 Licensee, at its sole cost and expense, will insure its
activities in connection with the work under this Agreement and obtain, keep
in force, and maintain insurance as follows (or an equivalent program of self
insurance):

17.3 Comprehensive or Commercial Form General Liability Insurance
(contractual liability included) with limits as follows:

Each Occurrence ............................................... $5,000,000
Products/Completed Operations Aggregate ....................... $5,000,000
Personal and Advertising Injury ............................... $5,000,000
General Aggregate (commercial form only)....................... $5,000,000

It should be expressly understood, however, that the coverages and limits
referred to under the above will not in any way limit the liability of
Licensee. Licensee will furnish The Regents with certificates of insurance
evidencing compliance with all requirements. Such certificates will:

17.3a Provide for thirty (30) days' advance written notice to The Regents
of any modification;

17.3b Indicate that The Regents has been endorsed as an additional
Insured under the coverages referred to under the above; and

17.3c Include a provision that the coverages will be primary and will not
participate with nor will be excess over any valid and collectable
insurance or program of self-insurance carried or maintained by The
Regents.

17.4 The Regents will promptly notify Licensee in writing of any claim
or suit brought against The Regents in respect of which The Regents intends to
invoke the provisions of this Article 17 (Indemnification). Licensee will keep
The Regents informed on a current basis of its defense of any claims pursuant to
this Article 17 (Indemnification).

18. NOTICES

18.1 Any notice or payment required to be given to either party will be
deemed to have been properly given and to be effective (a) on the date of
delivery if delivered in person or (b) five (5) days after mailing if mailed by
first-class certified mail, postage paid, to the respective addresses given
below, or to another address as it may designate by written notice given to the
other party.

In the case of Licensee: Xxx-Xxxxxxx Technologies, Inc.
Xxxxx 000, 000 Xxx Xxxxxx
Xxxxxxx, Xxxxxx, X0X 0X0
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Attention: Xx. Xxxxx X. X. Xxxxxx-Xxxxxx

In the case of The Regents: THE REGENTS OF THE UNIVERSITY OF CALIFORNIA
Harbor Xxx Xxxxxxx, Xxxxx 000
Xxxxxxx, Xxxxxxxxxx 00000
Tel: (000) 000-0000
Fax: (000) 000-0000
Attention: Executive Director;
Research Administration and
Technology Transfer
Referring to: U.C. Case No. 89-204

19. ASSIGNABILITY

19.1 This Agreement is binding upon and will inure to the benefit of The
Regents, its successors and assigns, but will be personal to Licensee and
assignable by Licensee only with the written consent and at the sole discretion
of The Regents.

20. LATE PAYMENTS

20.1 In the event royalty payments, fees, or patent prosecution costs
are not received by The Regents when due, Licensee will pay to The Regents
interest charges at a rate of ten percent (10%) simple interest per annum.
Such interest will be calculated from the date payment was due until actually
received by The Regents. Acceptance by The Regents of any late payment
interest from Licensee under this Paragraph 20.1 will in no way affect the
provision of Article 21 (Waiver) herein.

21. WAIVER

21.1 It is agreed that no waiver by either party hereto of any breach
or default of any of the covenants or agreements herein set forth will be
deemed a waiver as to any subsequent and/or similar breach or default.

22. FAILURE TO PERFORM

22.1 In the event of a failure of performance due under the terms of
this Agreement and if it becomes necessary for either party to undertake
legal action against the other on account thereof, then such legal action
will take place in San Francisco, California and the prevailing party will be
entitled to reasonable attorney's fees in addition to costs and necessary
disbursements.

23. GOVERNING LAWS

23.1 THIS AGREEMENT WILL BE INTERPRETED AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF CALIFORNIA, excluding any choice of law rules
that would direct the application of the laws of another jurisdiction, but
the scope and validity of any patent or patent application will be governed
by the applicable laws of the country of such patent or patent application.

24. GOVERNMENT APPROVAL OR REGISTRATION

24.1 If this Agreement or any associated transaction is required by
the law of any nation to be either approved or registered with any
governmental agency, Licensee will assume all legal obligations to do so.
Licensee will notify The Regents if it becomes aware that this Agreement is
subject to a United States or foreign government reporting or approval
require-

ment. Licensee will make all necessary filings and pay all costs including
fees, penalties, and all other out-of-pocket costs associated with such
reporting or approval process.

25. EXPORT CONTROL LAWS

25.1 Licensee will observe all applicable United States and foreign
laws with respect to the transfer of Patent Products and related technical
data to foreign countries, including, without limitation, the International
Traffic in Arms Regulations (ITAR) and the Export Administration Regulations.

26. FORCE MAJEURE

26.1 The parties to this Agreement will be excused from any performance
required hereunder if such performance is rendered impossible or unfeasible due
to any acts of God, catastrophes, or other major events beyond their reasonable
control, including, without limitation, war, riot, and insurrection; laws,
proclamations, edicts, ordinances, or regulations; strikes, lock-outs, or other
serious labor disputes; and floods, fires, explosions, or other natural
disasters. However, any party to this Agreement will have the right to terminate
this Agreement upon thirty (30) days' prior written notice if either party is
unable to fulfill its obligations under this Agreement due to any of the causes
mentioned above and such inability continues for a period of one year. Notices
will be subject to Article 18 (Notices).

27. CONFIDENTIALITY

Licensee and The Regents respectively will treat and maintain the proprietary
business, patent prosecution, software, engineering drawings, process and
technical information, and other proprietary information ("Proprietary
Information") of the other party in confidence using at least the same degree of
care as that party uses to protect its own proprietary information of a like

nature for a period from the date of disclosure until five years after the
date of termination of this Agreement. This confidentiality obligation will
apply to the information defined as "Data" under the Secrecy Agreement, and
such Data will be treated as Proprietary Information hereunder.

27.1 All Proprietary Information will be labeled or marked
confidential or as otherwise similarly appropriate by the disclosing party,
or if the Proprietary Information is orally disclosed, it will be reduced to
writing or some other physically tangible form, marked and labeled as set
forth above by the disclosing party, and delivered to the receiving party
within thirty (30) days after the oral disclosure as a record of the
disclosure and the confidential nature thereof. Notwithstanding the
foregoing, Licensee and The Regents may use and disclose Proprietary
Information to its employees, agents, consultants, contractors, and, in the
case of Licensee, its sublicensees, provided that any such parties are bound
by a like duty of confidentiality.

27.2 Nothing contained herein will in any way restrict or impair the
right of Licensee or The Regents to use, disclose, or otherwise deal with any
Proprietary Information:

27.3a that recipient can demonstrate by written records was previously
known to it;

27.3b that is now, or becomes in the future, public knowledge other than
through acts or omissions of recipient;

27.3c that is lawfully obtained without restrictions by recipient from
sources independent of the disclosing party;

27.3d that is required to be disclosed to a governmental entity or agency
in connection with seeking any governmental or regulatory approval,
or pursuant to the lawful requirement or request of a governmental
entity or agency;

27.3e that is furnished to a third party by the recipient with similar
confidentiality restrictions imposed on such third party, as
evidenced in writing; or

27.3f that The Regents is required to disclose pursuant to the California
Public Records Act or other applicable law.

27.3 Upon termination of this Agreement, Licensee and The Regents will
destroy or return to the disclosing party proprietary information received from
the other in its possession within fifteen (15) days following the effective
date of termination. Licensee and The Regents will provide each other, within
thirty (30) days following termination, with a written notice that Proprietary
Information has been returned or destroyed. Each party may, however, retain one
copy of Proprietary Information for archival purposes in non-working files.

28. MISCELLANEOUS

28.1 The headings of the several sections are inserted for convenience
of reference only and are not intended to be a part of or to affect the meaning
or interpretation of this Agreement.

28.2 This Agreement will not be binding upon the parties until it has
been signed below on behalf of each party, in which event, it will be effective
as of the date recited on page one.

28.3 No amendment or modification hereof will be valid or binding upon
the parties unless made in writing and signed on behalf of each party.

28.4 This Agreement embodies the entire understanding of the parties and
will supersede all previous communications, representations or understandings,
either oral or written, between the parties relating to the subject matter
hereof.

28.5 In case any of the provisions contained in this Agreement are held
to be invalid, illegal, or unenforceable in any respect, such invalidity,
illegality, or unenforceability will not affect any other provisions hereof, but
this Agreement will be construed as if such invalid or illegal or unenforceable
provisions had never been contained herein.

The Regents and Licensee execute this Agreement in duplicate originals by
their respective, authorized officers on the date indicated.

Xxx-Xxxxxxx Technologies, Inc. The Regents of the University of
California

By /s/ Dr. Avi Xxx-Xxxxxxx By /s/ Xxxxxxx X. Xxxxxxxxx
----------------------- ------------------------
(Signature) (Signature)

Name: Dr. Avi Xxx-Xxxxxxx Name: Xxxxxxx X. Xxxxxxxxx
-------------------
(Please Print)

Title: Chairman & CEO Title: Executive Director
-------------- Research Administration and
Technology Transfer

Date May 30th 1977 Date --------------------
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Exclusive License Agreement for Selected Applications of Coated Nanocrystalline Particles

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