EXHIBIT 10.39 ----- CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE SUCH OMISSIONS. THIS AGREEMENT dated 4 May 2001 (the "EFFECTIVE DATE") is made BETWEEN: (1) ISIS INNOVATION LIMITED,...

                                                                  EXHIBIT  10.39
                                                                           -----

  CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
             EXCHANGE COMMISSION.  ASTERISKS DENOTE SUCH OMISSIONS.

THIS AGREEMENT dated 4 May 2001 (the "EFFECTIVE DATE") is made BETWEEN:

(1)  ISIS INNOVATION LIMITED, a company registered in England (No. 02199542),
     whose registered office is at University Offices, Xxxxxxxxxx Xxxxxx, Xxxxxx
     XX0 0XX, Xxxxxxx ("LICENSOR"); and

(2)  V.I. TECHNOLOGIES, INC., a company registered in Delaware, whose principal
     office is at 000 Xxxxxxxx Xxxxxx, Xxxxxxxxx, XX  00000 (the "LICENSEE").

1.   SUBJECT MATTER

This Agreement relates to the following intellectual property and know-how
(collectively, the "LICENSED TECHNOLOGY"):

     1.1  the inventions (the "INVENTIONS") described in:

          (a)  [*****]

          (b)  [*****]

          (c)  [*****]

          (d)  [*****]

               (together, the "APPLICATIONS") and any divisional, continuation,
               continuation-in-part and foreign equivalents thereof, as well as
               any United Kingdom and foreign patents issued thereon or
               reissues, reexaminations or extensions thereof;

     1.2  confidential information so communicated to the Licensee, and
          concerned with or related to the Inventions or the practice of the
          Inventions; and

     1.3  technology so communicated to the Licensee pursuant to clause 3.3 of
          this Agreement.

2.   GRANT

The Licensor grants to the Licensee an exclusive (subject to the terms of clause
3.2) license (the "LICENSE") to use the Licensed Technology for the term of this
Agreement worldwide in the development, production, sale, leasing and other
commercial exploitation of any products and services (the "LICENSED PRODUCTS",
an expression which shall be taken to mean and include only products and
services entirely or partially produced by means of, with the use of or
comprising the Licensed Technology) in the field of prion diagnostics and ex-
vivo prion removal related products and processes for food, agriculture, human
and veterinary applications (the "FIELD").  The Licensee recognises that this
Agreement confers no rights in relation to products intended or adapted for
other fields.

The License shall extend to all countries in the world apart from those excluded
through the operation of the second last sentence of clause 3.5 and clause 3.6.

3.   UNDERTAKINGS BY THE LICENSOR

     3.1  The Licensor will not license other undertakings to exploit the
          Licensed Technology in the Field. The Licensee recognises that this
          degree of exclusivity relates strictly to the Field; thus the
----------------
Confidential materials omitted and filed separately with the Securities and
Exchange Commission.  Asterisks denote such omissions.

                                      1


          Licensor may license other undertakings within other fields
          ("ADDITIONAL LICENSES"). The Licensor must not, however, enter into
          Additional Licenses without first inviting the Licensee to make an
          offer in writing in respect of the Additional Licenses. The Licensor
          will, however, be free to invite other undertakings to make an offer
          in respect of the Additional Licenses if the Licensee:

          (a)  does not make an offer in writing with respect to the Additional
               Licenses within 21 days of the invitation by the Licensor; or

          (b)  does not conclude negotiations of the terms of any Additional
               License for which it makes an offer under this clause within 90
               days of the invitation to the Licensee to make an offer in
               writing in respect of the Additional License (which negotiations
               will be conducted in good faith); or

          (c)  makes an offer in respect of the Additional Licenses and such
               offer is not acceptable to the Licensor in its absolute
               discretion (having considered and discussed such offer with the
               Licensee in good faith) and the Licensor communicates its
               decision to the Licensee in writing within 14 days of receipt of
               the Licensee's offer.

          In addition to the above, the Licensor shall not accept any third
          party offer for Additional Licenses unless it has first notified the
          Licensee in writing of the principal terms of such offer to the extent
          that it is able under any applicable confidentiality obligations
          (which the Licensor shall use all reasonable endeavours to ensure do
          not extend to the principal terms of any offer). The Licensee shall
          have 30 days to match the principal terms of the third party offer,
          failing which, the Licensor shall be free to accept such third party
          offer (provided that it is on no less favorable terms).

     3.2  The Licensor will not exploit the Licensed Technology in the Field.
          However, the Licensor reserves the right to grant to the University of
          Oxford (the "UNIVERSITY") the right for the University and every
          employee, student, agent and appointee of the University to use and
          publish the Licensed Technology for academic and research purposes
          only (irrespective of field, but without the right to grant
          sublicenses to the Licensed Technology in the Field), and this will
          include the right for the University to use the Licensed Technology as
          enabling technology in other research projects (including projects
          which benefit from third-party funding, but excluding any such
          projects that may require the University to grant licenses to the
          Licensed Technology in the Field). The Licensor will ask the
          University to submit material intended for publication to the Licensee
          in writing not less than sixty (60) days in advance of the submission
          for publication. The Licensee may request that submission for
          publication be delayed if such delay is necessary in order to protect
          the Licensee's rights relating to Licensed Products, including
          requesting that a patent application be filed. A delay imposed on
          submission for publication as a result of a request made by the
          Licensee shall not exceed three (3) months from the date of receipt of
          the material by the Licensee, although the Licensee may ask for
          additional delay in the rare event that intellectual property rights
          would otherwise be lost. The Licensor will ask the University to
          delete any Licensee confidential information from the publication upon
          request by Licensee. Notification of the request for delay in
          submission for publication must be received by the Licensor within
          thirty (30) days after the receipt of the material by the Licensee,
          failing which the Licensor shall be free to assume that the Licensee
          has no objection to the proposed publication. Nothing in this
          Agreement shall prevent any registered student of the University from
          submitting for a degree of the University a thesis based on the
          Licensed Technology, the examination of such a thesis by examiners
          appointed by the University, or the deposit of such a thesis in a
          library of the University in accordance with the relevant procedures
          of the University.

     3.3  The Licensor will communicate to the Licensee any improvements which
          the University makes to the Licensed Technology of which the Licensor
          is aware and which are relevant to the Field. An improvement for this
          purpose and for the purpose of clause 4.4 shall be taken to be any
          development of the Inventions which, if commercially practised, would
          infringe and/or be covered by a claim being prosecuted or requested by
          Licensee to be prosecuted in the Applications referred to in clause
          1.1, or by a valid claim of an unexpired patent which issues in
          response to those Applications.

                                      2


     3.4  The Licensee will communicate to the Licensor any commercial
          opportunity to exploit the Licensed Technology within the Field of
          which the Licensee is aware but which the Licensee has determined that
          it does not which to exploit. Upon giving notice of the commercial
          opportunity to the Licensor, the parties will use their best
          endeavours to negotiate and agree the terms of an agreement amending
          this License to allow the Licensor to exploit the commercial
          opportunity subject to the protection of the Licensee's commercial
          position and the Licensor providing a reasonable return to the
          Licensee. If the parties do not reach agreement on the terms of the
          agreement, the Licensor will refer the dispute for final determination
          to an expert agreed by the parties or in default of agreement
          appointed by the President of the Law Society of England and Wales.

     3.5  The Licensor shall be responsible for filing, prosecuting, renewing
          and defending such patent, design, copyright, mask work and other
          registrations as may be available for the protection of the Licensed
          Technology, using counsel reasonably acceptable to Licensee. Licensor
          shall keep Licensee informed regarding the status of all patent
          applications and patents comprising the Licensed Technology and
          Licensee shall be provided with a reasonable opportunity in the
          circumstances to review and comment upon any such patent applications
          and all papers and instruments filed therewith in advance of their
          filing, provided that the Licensor may take all necessary steps to
          file, prosecute, renew and defend such patent, design, copyright, mask
          work and other registrations notwithstanding that the Licensee has not
          given the Licensor comments on such patent applications or other
          papers and instruments. The Licensee will indemnify the Licensor
          against all costs (including lawyers' and patent agents' fees and
          expenses), claims, demands and liabilities arising out of or
          consequent upon such activities. The Licensor will invoice outgoings
          of this nature as and when they are incurred, and the Licensee will
          settle each invoice within thirty days after receipt.

          Well prior to the Applications reaching the national phase, the
          parties will consult over the countries to be covered.  If the
          Licensor believes a patent may be granted in a country but the
          Licensee is unwilling to indemnify the Licensor against the cost of
          prosecuting the Applications there, the country in question shall be
          removed from the scope of this Agreement.  If the Licensor determines
          on a country-by-country basis that it will not, for any reason, file,
          prosecute or maintain any patent application or patent within the
          Licensed Technology, it will promptly notify Licensee of its decision
          and Licensee shall thereafter have the right but not the obligation to
          undertake such filing, prosecution and maintenance at its own expense.

     3.6  Each party will inform the other party of any misappropriation or
          infringement of the Licensed Technology in the Field of which such
          party becomes aware. Licensee shall have the first right, but not the
          obligation, to take legal action, at Licensee's expense, against any
          misappropriation or infringements of the Licensed Technology of which
          either party becomes aware, provided that the Licensee shall first:
          (a) provide the Licensor with an indemnity in terms satisfactory to
          the Licensor against all costs (including lawyers' and patent agents'
          fees and expenses), claims, demands and liabilities arising out of or
          consequent upon such activities; and (b) agree with the Licensor the
          terms on which any damages or other recovery are to be shared with the
          Licensor. Licensee may include Licensor as a party in such legal
          action.

          In the event Licensee declines to commence legal action against any
          misappropriation or infringement of the Licensed Technology, Licensor
          shall have the right, but shall not the obligation, to take legal
          action, at Licensor's expenses.  If the Licensor takes such legal
          action, the country or countries where the infringement or
          misappropriation allegedly occurred and the country or countries where
          the Licensee incurs any substantial loss or damage as a result of the
          infringement or misappropriation, whether on sales or otherwise, shall
          be removed from the scope of this Agreement, unless:

          (i)  there is no reasonable evidence to demonstrate that the alleged
               infringement or misappropriation is (or would do so, if allowed
               to continue) substantially prejudices sales of the Licensed
               Products in any country worldwide; or

          (ii) in the opinion of independent legal counsel with experience in
               this general area of technology, there is no reasonable prospect
               of being successful in any legal action in respect of such
               alleged infringement or misappropriation.

          In any legal action instituted by either party under this clause 3.6,
          the other party shall, at the request and expense of the party
          initiating such suit, cooperate in all respects and, to the extent

                                      3


          possible, have its employees testify when requested and make available
          relevant records, papers, information, samples, specimens, and the
          like.

     3.7  The Licensor represents and warrants, to the best of its knowledge,
          that (a) it has the full power to enter into this Agreement, to carry
          out its obligations under this Agreement and to grant the exclusive
          rights and licenses to Licensee herein; and (b) it has not previously
          granted and shall not grant to any third party any rights which are
          inconsistent with the rights granted to Licensee herein.

4.   UNDERTAKINGS BY THE LICENSEE

     4.1  Subject to clause 4.2, the Licensee will use its best endeavours not
          to divulge to third parties such of the know-how communicated by the
          Licensor pursuant to this Agreement as has not become publicly known
          without the fault of the Licensee or as a result of any act or
          omission of a third party who received such know-how directly or
          indirectly from the Licensee or its sub-licensees or is not disclosed
          in a patent or published patent application included in the Licensed
          Technology (the "CONFIDENTIAL TECHNOLOGY").

     4.2  Except as set forth in clause 10.2, the Licensee will not assign the
          License but may grant sub-licenses, and may disclose to sub-licensees
          such of the Confidential Technology as it necessary for the exercise
          of the rights sub-licensed. No sub-license will carry any right to
          sub-sub-license. Immediately following the grant of each sub-license,
          the Licensee will forward to the Licensor in writing a note of the
          name and address of the sub-licensee, a description of the technology
          sub-licensed and its intended applications, and confirmation of the
          duration of the sub-license. By controlling the wording of its
          contracts with sub-licensees, the Licensee will ensure that
          obligations and conditions which are substantially similar to those
          recorded in this Agreement, and sufficient to protect the security of
          the Confidential Technology, the intellectual property rights in the
          Licensed Technology, and the interests of the Licensor, are imposed on
          every sub-licensee; and that in no circumstances do the terms of any
          sub-license in force from time to time conflict with the terms of this
          Agreement.

     4.3  The Licensee will not exploit the Licensed Technology after the
          expiration or termination of this Agreement, insofar as the Licensed
          Technology is still patented or secret; provided that this sub-clause
          shall not prevent the Licensee from working an expired patent which
          can be worked by all other manufacturers.

     4.4  The Licensee shall grant the University and every employee, student,
          agent and appointee of the University the right to use and publish, on
          a royalty-free basis, any improvement to or new application of the
          Licensed Technology made or devised by Licensee and claimed in an
          issued patent or published patent application, for internal academic
          and research purposes only. The Licensee will communicate any such
          improvement or new application to Licensor in writing and the
          provisions of clause 3.2 shall also apply to the information disclosed
          by the Licensee under this clause.

     4.5  In the event of the Confidential Technology becoming publicly known as
          a result of action by the Licensee or as a result of any act or
          omission of a third party who received the Confidential Technology
          directly or indirectly from the Licensee or its sub-licensees, the
          Licensee will continue paying royalties under clause 5, until the end
          of this Agreement, without prejudice to the payment of any additional
          damages in the event of the Confidential Technology becoming publicly
          known as a result of breach of this Agreement.

     4.6  The Licensee will be responsible for the design and construction of
          the Licensed Products and the Licensor shall have no responsibility or
          liability in that respect.

     4.7  The Licensee will ensure that the Licensed Products and the packages
          associated with them are marked suitably with any relevant patent or
          patent application numbers to satisfy the laws of each of the
          countries in which the Licensed Products are sold or supplied and in
          which they are covered by the claims of any patent or patent
          application.

                                      4


5.   ROYALTIES

     5.1  The Licensee agrees to pay to the Licensor:

          (a)  on the signature of this Agreement, the sum of [*****];

          (b)  on the first anniversary of the Effective Date, the sum of
               [*****];

          (c)  on the second anniversary of the Effective Date and each
               subsequent anniversary of the Effective Date until the Licensee
               has filed an Investigation New Drug application (or any foreign
               equivalent) or, where such an application is no longer available,
               its equivalent application, for the first Licensed Product, the
               sum of [*****].

     5.2  For so long as any Licensed Products are used or marketed by the
          Licensee, the Licensee will pay to the Licensor a royalty equal to the
          percentage prescribed in the following table of gross revenue of the
          Licensee in respect of Licensed Products for the range of gross profit
          margins achieved by the Licensee of all such Licensed Products in each
          year of this agreement ("LICENSE YEAR"):

               Range of gross profit margins      % gross revenue
               Less than 50%                          [*****]
               Between 50% and up to 70%              [*****]
               Above 70%                              [*****]

          Where a Licensed Product is marketed in combination with other
          products or materials, the relative proportion of the gross revenues
          of the Licensed Product contained in the combination product shall be
          agreed upon in advance of the combination product launch by the
          Licensee by negotiations in good faith between the parties.  The
          parties agree to determine the appropriate proportion of the gross
          revenues within thirty (30) days after the Licensee notifies the
          Licensor in writing of the intent to launch a new combination product
          so as not to delay the first sale of such combination product.  Should
          the parties fail to agree on the appropriate proportion of gross
          revenues, the dispute shall be settled in London by an arbitrator.
          The arbitrator will have no prior association with either the Licensor
          or the Licensee and/or be otherwise acceptable to both such parties.

     5.3  For so long as the Licensee sub-licenses the Licensed Technology, the
          Licensee will pay royalties equal to [*****] of gross revenues
          (including up-front and milestone payments) received by the Licensee
          from its sub-licensee's in respect of each sub-license.

     5.4  The Licensee agrees to pay to the Licensor (the "MILESTONE PAYMENT")
          the amount prescribed in the following table (the "MILESTONE AMOUNT")
          within 30 days of the date on which each of the milestones set out in
          the following table occur or is first achieved by the Licensee or any
          of the Licensee's sub-licensees (the "MILESTONES"):

                           Milestone                              Amount

          Each Investigational New Drug application (or where     [*****]
          such an application is not available, its equivalent)
          filed for each Licensed Product (payable once per
          Licensed Product regardless of the number of
          applications filed worldwide)
----------------
Confidential materials omitted and filed separately with the Securities and
Exchange Commission.  Asterisks denote such omissions.

                                      5


                           Milestone                              Amount

          Each regulatory approval for commercial use of each     [*****]
          Licensed Product (payable once per Licensed Product
          regardless of the number of approvals worldwide)

     5.5  The Licensee shall provide the Licensor with a royalty report within
          thirty (30) days after the close of each License Year for each
          Licensed Product marketed commencing in the first License Year in
          which the Licensed Products are marketed, and for each Licensed
          Product brought into use by or within the groups of the License. Each
          report shall state the gross profits and gross revenues received and
          provide a calculation of the royalties due, and shall be accompanied
          by payment to the Licensor of the royalties due.

     5.6  In marketing the Licensed Products, the Licensee will not accept or
          solicit any non-monetary consideration without the prior written
          consent of the Licensor. The use by the Licensee of a commercially
          reasonable quantity of Licensed Products for promotional sampling
          shall not violate this prohibition.

     5.7  If the Licensee is obliged to pay royalties to third parties (other
          than the Licensee's parent, subsidiary, associated or affiliated
          companies), for the right to develop, make, use, sell or import a
          Licensed Product, then the Licensee shall be entitled to deduct from
          the royalty payment due to the Licensor the royalty payment actually
          made to such third party, up to a maximum of [*****] of the royalty
          payment due to the Licensor provided that the minimum royalty to be
          received by the Licensor under clause 5.2 will be the greater of
          [*****] of gross revenues of the Licensor or one half of the
          percentage of gross revenues payable in respect of each range of gross
          profit margins set out in clause 5.2.

     5.8  All payments provided for under this clause 5 shall be made to the
          Licensor in pounds sterling without any deductions apart from any tax
          which is required to be withheld under applicable local law. Any
          change of currency made to calculate sales for the purpose of this
          clause 5 shall be determined as at the last business day of each
          quarter, using the average of the average daily buying and selling
          rates quoted by Barclays Bank plc during that quarter. Where the
          Licensee is required to withhold tax under applicable local law, the
          Licensee shall deduct such tax, pay it to the relevant taxing
          authority, and supply the Licensor with a Certificate of Tax Deduction
          at the time of payment to the Licensor. The parties shall co-operate
          under any applicable Double Taxation Treaty so that, if possible,
          payments are made gross or, if payment gross is not possible, the
          Licensor obtains appropriate relief under the Treaty.

     5.9  Where the Licensee is obliged to make a payment to the Licensor under
          this Agreement which attracts value-added, sales, use, excise or other
          similar taxes or duties, the Licensee shall be responsible for paying
          such taxes and duties.

     5.10 In the event that full payment of any amount due from the Licensee to
          the Licensor under this Agreement is not made by any of the dates
          stipulated, the Licensee shall be liable to pay interest on the amount
          unpaid at the rate of three percent (3%) over the base rate for the
          time being of Barclays Bank plc, from the date when payment was due
          until the date of actual payment.

     5.11 The Licensee and the Licensee's sub-licensees shall keep complete and
          accurate accounts of all Licensed Products used and marketed; and will
          permit the Licensor or its agents to audit such accounts, upon
          reasonable prior notice and no more frequently than annually, solely
          for the purpose of determining the accuracy of the royalty reports and
          payments. The Licensee's obligation and that of the Licensee's sub-
          licensees concerning audit of their accounts shall terminate as to any
          report six (6) years after the date of that report.
------------------
Confidential materials omitted and filed separately with the Securities and
Exchange Commission.  Asterisks denote such omissions.

                                      6


     5.12 The License acknowledges that the Milestone Amounts will be indexed to
          the CPI-U (Consumer Price Index--All Urban Consumers) and will be
          adjusted at the end of each License Year to take account of increases
          in the CPI-U in the preceding year. The Licensor will notify the
          Licensee of any increase in the Milestone Amounts as a result of an
          increase in the CPI-U in writing at least 30 days before the end of
          each License Year.

6.   DURATION AND TERMINATION

     6.1  This Agreement shall take effect on the Effective Date and (subject to
          the remaining sub-clauses of this clause) shall continue in force
          until the expiration, on a country-by-country basis, of the period of
          ten (10) years from the date on which a Licensed Product is first put
          on the market by the Licensee or one of its sub-licensees.

     6.2  Insofar as the rights and obligations in this Agreement concern
          territories in which the commercial practice of the Licensed
          Technology is covered by a claim being prosecuted in the Applications
          referred to in clause 1.1, or by a valid claim of an unexpired patent
          which issues in response to those Applications, those rights and
          obligations shall extend for those territories beyond the period
          defined in clause 6.1 if and for so long as the commercial practice of
          the Licensed Technology is so covered in those territories.

     6.3  If either party commits a material breach of this Agreement
          (including, without limitation, a failure of the Licensee to make any
          of the payments required by clause 5.1), and the breach is not
          remedied (where remediable) within the period allowed by notice given
          by the other party in writing calling on the party in breach to effect
          such remedy (such period being not less than thirty (30) days except
          as provided below), the other party may be further written notice
          terminate this Agreement immediately.

     6.4  The Licensee will use reasonable endeavours to develop and exploit the
          Licensed Technology, in order to maximize the financial return for
          both parties consistent with projects of similar commercial value.
          Within sixty (60) days after the end of each calendar year, the
          Licensee shall provide the Licensor with a report detailing the
          progress made and steps taken during the calendar year in:

          (a)  taking legal action against any misappropriation or infringement
               of the Licensed Technology in the Field of which the Licensee
               becomes or is made aware (save to the extent that these actions
               are taken by the Licensor pursuant to an agreement under clause
               3.6);

          (b)  developing the Licensed Technology in order to facilitate its
               commercial exploitation; and

          (c)  promoting and marketing Licensed Products.

          Any failure by the Licensee to provide the Licensor with such a report
          during the sixty (60) day period shall be regarded as a material
          breach of the provisions of this Agreement, for the purpose of clause
          6.3.  In the event that the Licensor reasonably believes that Licensee
          is not making reasonable commercial efforts under the circumstances to
          research, develop, promote and then commercialize the Licensed
          Technology pursuant to this clause, then the Licensor shall provide
          written notice to the Licensee which specifies the Licensor's basis
          for such belief and what additional efforts the Licensor believes
          should be made by the Licensee.  Upon receipt of such written notice,
          the Licensor and the Licensee shall enter into good faith negotiations
          in order to reach mutual agreement as to what efforts by the Licensee
          shall satisfy the requirements of this clause and if such mutual
          agreement is not reached within sixty (60) days after receipt of such
          written notice, then the parties agree to submit to arbitration
          pursuant to clause 10.8 to determine the efforts which should be
          exerted by the Licensee.  Thereafter, the Licensee shall exert the
          efforts determined by the parties or in such arbitration.

     6.5  The Licensee may terminate this Agreement by six (6) months' written
          notice at any time; whereupon the Licensee shall bring all sub-
          licences to an end on the same date. Any such

                                      7


          termination shall not absolve the Licensee of its obligation to accrue
          and pay royalties under the provisions of clause 5 of this Agreement.

     6.6  The Licensor shall have the right to terminate this Agreement by
          serving written notice on the Licensee in the event that:

          (a)  the Licensee has a petition presented for its winding-up, or
               passes a resolution for voluntary winding-up otherwise than for
               the purposes of a bona fide amalgamation or reconstruction, or
               compounds with its creditors, or has a receiver or administrative
               receiver appointed of all or any part of its assets, or enters
               into any arrangements with creditors, or takes or suffers any
               similar action in consequence of debts;

          (b)  the Licensee challenges the validity of any patent contained
               within the Licensed Technology.

          Such notice may terminate this Agreement either immediately or at the
          end of such period as the Licensor shall select.

     6.7  The Licensor shall have the right by serving written notice on the
          Licensee to require the Licensee to prove that the Licensed Technology
          is not being used for the production of products or the provision of
          services other than those licensed.

     6.8  Clauses 4.1, 4.3, 4.4, 6.8, 7, 9, 10.5 and 10.8 shall survive the
          termination or expiration of this Agreement, for whatever reason.

7.   LIABILITY

     7.1  The Licensee agrees to indemnify the Licensor and hold the Licensor
          harmless from and against any and all claims, damages and liabilities
          asserted by third parties (including claims for negligence) which
          arise directly or indirectly from the use of the Licensed Technology
          or the sale of Licensed Products by the Licensee and its sub-
          licensees.

     7.2  The Licensor makes no representation or warranty that advice given to
          the Licensee pursuant to this Agreement by any employee, student,
          agent or appointee of the Licensor or of the University of Oxford, or
          the use of any works, designs or information which they, the Licensor
          or the University provide in connection with this Agreement, will not
          result in infringement of third-party rights.

     7.3  The Licensee undertakes to make no claim against any employee,
          student, agent or appointee of the Licensor or the University, being a
          claim which seeks to enforce against any of them any liability
          whatsoever in connection with this Agreement or its subject-matter.

     7.4  The liability of either party for any breach of this Agreement, or
          arising in any other way out of the subject-matter of this Agreement,
          will not extend to any incidental or consequential damages or losses
          or to any loss of profits.

     7.5  In any event, the maximum liability of the Licensor to the Licensee
          under or otherwise in connection with this Agreement or its subject-
          matter shall not exceed the return of all royalties paid by the
          Licensee under this Agreement, together with interest on the balance
          of such moneys from time to time outstanding, accruing from day to day
          at the Barclays Bank plc base rate from time to time in force and
          compounded annually as at 31 December.

     7.6  If any sub-clause of this clause 7 is held to be invalid or
          unenforceable under any applicable statute or rule of law, then it
          shall be deemed to be omitted, and if as a result any party becomes
          liable for loss or damage which would otherwise have been excluded,
          then such liability shall be subject to the remaining sub-clauses of
          this clause 7.

                                      8


8.  FORCE MAJEURE

If the performance by either party of any of its obligations under this
Agreement (other than an obligation to make payment) shall be prevented by
circumstances beyond its reasonable control, then such party shall be excused
from the performance of that obligation for the duration of the relevant event.

9.  NOTICES

The Licensor's representative for the purpose of receiving payments and notices
shall until further notice be:

          The Managing Director
          Isis Innovation Limited
          Xxxxx Xxxxx, Xxxxx Xxxxx
          Xxxxxxxxxx
          XXXXXX 0X0 0XX
          Xxxxxxx

The Licensee's representative for the purpose of receiving notices shall until
further notice be:

          V.I. Technologies, Inc.
          000 Xxxxxxxx Xxxxxx
          Xxxxxxxxx, Xxxxxxxxxxxxx 00000
          XXX

10.  GENERAL

     10.1 Clause headings are inserted in this Agreement for convenience only,
          and they shall not be taken into account in the interpretation of this
          Agreement.

     10.2 This Agreement may not be assigned or otherwise transferred by either
          party without the written consent of the other party, except the
          Licensee may assign this Agreement without the consent of the Licensor
          to any person, corporation or other business entity which, directly
          controls, is controlled by, or is under common control with the
          Licensee. "Control" for these purposes means (a) direct or indirect
          beneficial ownership of at least fifty percent (50%) of the voting
          stock of a corporation; or (b) possession of the power to direct or
          cause the direction of the management and policies of such corporation
          or other business entity, whether through the ownership of the
          outstanding voting securities or by contract. Any purported assignment
          in violation of this clause shall be void. Any permitted assignee
          shall assume all obligations of its assignor under this Agreement in
          writing.

     10.3 Nothing in this Agreement shall create, imply or evidence any
          partnership or joint venture between the Licensor and the Licensee or
          the relationship between them of principal and agent.

     10.4 This Agreement constitutes the entire agreement between the parties
          with regard to the Licence. Specifically, but without limitation, this
          Agreement does not impose or imply any obligation on the Licensor or
          the University or Oxford to conduct development work: any arrangements
          for such work shall be the subject of a separate agreement between the
          University and the Licensee. Any variation of this Agreement shall be
          in writing and signed by authorised signatories for both parties.

     10.5 This Agreement shall be governed by English Law.

     10.6 If any one or more clauses or sub-clauses of this Agreement would
          result in this Agreement being prohibited pursuant to any competition
          law, then it or they shall be deemed to be omitted. The parties shall
          uphold the remainder or this Agreement, and shall negotiate an
          amendment which, as far as legally feasible, maintains the economic
          balance between the parties.

     10.7 The parties to this Agreement intend that by virtue of the Contracts
          (Rights of Third Parties) Xxx 0000 the University of Oxford and the
          people referred to in clause 7.3 will be able to enforce the terms of
          clause 7.3 of this Agreement as if the University of Oxford and the
          people referred to in clause 7.3 were a party to it.


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     10.8 Any dispute, controversy or claim arising under, out of or relating to
          this Agreement and any subsequent amendments of this Agreement,
          including, without limitation, its formation, validity, binding
          effect, interpretation, performance, breach or termination, as well as
          non-contractual claims, will be submitted to mediation in accordance
          with the WIPO Mediation Rules. The place of mediation will be Oxford.
          The language to be used in the mediation will be English. If, and to
          the extent that, any such dispute, controversy or claim has not been
          settled pursuant to the mediation within 60 days of the commencement
          of the mediation, it will, upon the filing of a request for
          arbitration by either party, be referred to and finally determined by
          arbitration in accordance with the WIPO Arbitration Rules. The
          arbitral tribunal will consist of a sole arbitrator. The place of
          arbitration will be Oxford. The language used in the arbitral
          proceedings will be English.

AS WITNESS the hands of authorized signatories for the parties on the date first
mentioned above

          SIGNED FOR AND ON BEHALF OF
          ISIS INNOVATION LIMITED:
          NAME:       Xx. X. Xxxx
          POSITION:   Managing Director
          SIGNATURE:  /s/ Xx. X. Xxxx

          SIGNED for and on behalf of
          V.I. TECHNOLOGIES, INC.:
          NAME:       Xxxx X. Xxxx
          POSITION:   President and CEO
          SIGNATURE:  /s/ Xxxx X. Xxxx

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