EXHIBIT 10.42 THE CONFIDENTIAL PORTION OF THIS CONTRACT HAS BEEN OMITTED PURSUANT TO REGULATION 240.25B-2(B) OF THE SECURITIES EXCHANGE ACT OF 1934, AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION. AMENDED AND RESTATED LICENSE AGREEMENT

EXHIBIT 10.42

THE CONFIDENTIAL PORTION OF THIS CONTRACT HAS BEEN OMITTED PURSUANT TO
REGULATION 240.25B-2(B) OF THE SECURITIES EXCHANGE ACT OF 1934, AND HAS BEEN
FILED SEPARATELY WITH THE COMMISSION.

AMENDED AND RESTATED LICENSE AGREEMENT

BETWEEN

RIBOZYME PHARMACEUTICALS, INC.

AND

COMPETITIVE TECHNOLOGIES, INC.
2

TABLE OF CONTENTS

Page
----

ARTICLE I DEFINITIONS 2

ARTICLE II SURVIVAL OF ASSIGNMENT 5

ARTICLE III USE OF PATENTED SUBSTANCES 6

ARTICLE IV THE LICENSE 6
1. Grant 6
2. Sublicenses 7
3. Exclusivity 9
4. Consultation 10
5. Cross-Licensing 10
6. Country of Origin 11

ARTICLE V PRODUCT DEVELOPMENT 11
1. Due Diligence 11
2. Research and Development Information 12
3. Data 12
4. Remedial Action 12

ARTICLE VI PAYMENTS UNDER THE LICENSE 13
1. License Fee 13
2. Royalty Basis 13
3. Royalty Rates 13
4. Guaranteed Minimum Payments 14

ARTICLE VII REMITTANCES, RECORDS AND REPORTS
UNDER THE LICENSES 16
1. Royalties 16
2. Sublicense Fees 17
3. Guaranteed Minimum Payments 17
4. Currency 17
5. Credit for Patent Expenses 17
6. Foreign Royalty Payments 17
7. Inspection 18
8. Price 18

ARTICLE VIII PATENT PROTECTION 18
Patent Filing 18
Recovery of Patent Expenses 19

ARTICLE IX ENFORCEMENT OF LICENSED PATENTS 19
1. Enforcement 19
2. Defense 20

ARTICLE X TERMS OF LICENSE: TERMINATION 21
1. Term 21
2. Termination 21

ARTICLE XI REPRESENTATIONS AND WARRANTIES 22

ARTICLE XII PREFERENCE FOR U. S. INDUSTRY 22

ARTICLE XIII COMMUNICATION 23

ARTICLE XIV ASSIGNMENTS 24

ARTICLE XV MISCELLANEOUS 24
1. Execution 24
2. Construction 24
3. Indemnification 24
4. Anonymity 24
5. Severability 25
6. Jurisdiction 25
7. Headings 25
8. Force Majeure 25
9. No Waiver 25
10. Compliance 25
11. Remedies 25
12. Counterparts 26

Confidential portions ( [ ] ) have been omitted pursuant to regulation
240.25b-2(b) of the Seurities Exhange Act of 1934, and have been filed
separately with the Commission.
4

AMENDED AND RESTATED LICENSE AGREEMENT

This Amended and Restated License Agreement ("Agreement") is effective
as of the 20th day of November, 1996 between Competitive Technologies, Inc. a
Delaware corporation having its principal office at 0000 Xxxxxxx Xxxx,
Xxxxxxxxx, Xxxxxxxxxxx 00000 (hereinafter referred to as "LICENSOR") and
Ribozyme Pharmaceuticals, Inc., a Delaware corporation having its principal
office at 0000 Xxxxxxxxxx Xxxxx, Xxxxxxx, Xxxxxxxx 00000 (hereinafter referred
to as "LICENSEE"), and amends and restates that certain Assignment of License
and Restated License Agreement dated of even date herewith between LICENSOR,
LICENSEE and United States Biochemical Corporation, a corporation having a
place of business at 00000 Xxxxx Xxxx, Xxxxxxxxx, Xxxx 00000 (hereinafter
referred to as "USB") (the "Assignment").

WHEREAS, under a Servicing Agreement between the University of
Colorado Foundation (the "Foundation") and LICENSOR, LICENSOR is assignee of
all right, title and interest of the Foundation to certain patent rights
relating to ribozymes owned by University Research Corporation, a Colorado
corporation and wholly owned subsidiary of the Foundation ("URC"), and has the
exclusive right to license to others the entire interest in such patent rights;
and

WHEREAS, pursuant to that certain Second Restated License Agreement
dated September 1, 1993 between LICENSOR (as successor to University Patents,
Inc.) and USB, as amended by that certain Letter Agreement dated October 13,
1994 (the "Prior License Agreement"), USB was the exclusive licensee of
LICENSOR of such patent rights, and pursuant to the Assignment USB has assigned
and delegated all of its rights and obligations under the Prior License
Agreement to LICENSEE, whereby LICENSEE has become the exclusive licensee of
such patent rights; and

Confidential portions ( [ ] ) have been omitted pursuant to regulation
240.25b-2(b) of the Securities Exchange Act of 1934 and have been filed
separately with the Commission.
5

WHEREAS, LICENSOR and LICENSEE wish to hereby amend and restate the
terms of such exclusive license.

NOW, THEREFORE, in consideration of the foregoing and the mutual
agreements set forth herein, the parties agree as follows:

ARTICLE I

DEFINITIONS

1. "Commercial Sale" shall mean any transaction which transfers
to a purchaser physical possession and title to a Product Unit, after which
transfer the seller has no right or power to determine the purchaser's resale
price, if any, and any transaction which involves the performance of Licensed
Services for a third-party after which no further services are performed.
Transfer of possession and title to a Product Unit, or performance of Licensed
Services for, an "Affiliated or Related Interest" shall not constitute a
Commercial Sale. An "Affiliated or Related Interest" means an entity in which
LICENSEE has a direct or indirect ownership interest in excess of fifty percent
(50%), or any entity which directly or indirectly, through one or more
intermediaries, controls, is controlled by, or is under common control with
LICENSEE. If a purchaser of a Product Unit or Licensed Services is not
independent of LICENSEE and if the sale of a Product Unit to such purchaser, or
performance of Licensed Services for such purchaser, is at a lower price than
other sales of similar Product Units to, or the performance of Licensed
Services for, independent purchasers of substantially similar size, in
substantially similar amounts, operating in markets of substantially similar
competitive conditions, then the transfer of the Product Unit to, or
performance of Licensed Services for such nonindependent purchaser shall not
constitute a Commercial Sale thereof at the price charged such purchaser, but
the Commercial Sale shall be deemed to have occurred at the Net Selling Price
at which such Product Unit or Licensed Services was last sold, or would have
been sold, to an independent purchaser under similar conditions.

2. "Improvement" shall mean any invention the practice of which
would infringe the claims covered by the Licensed Patents, which invention was
made by the Inventors and/or

Confidential portions ( [ ] ) have been omitted pursuant to regulation
240.25b-2(b) of the Securities Exchange Act of 1934 and have been filed
separately with the Commission.
6

persons acting under their direction and control at the University of Colorado,
which is the work product of the Research Support Funding Agreement between USB
and the University of Colorado Foundation entered into on May 20, 1987 (the
"RSFA") and which was conceived or reduced to practice during the term of the
RSFA.

3. "Improvement Patents" shall mean any patent application and
any patents issuing thereon throughout the world including any extensions,
renewals, continuations, continuations-in-part, divisions, patents of additions
and/or reissues thereof filed upon an Improvement, and to which LICENSOR has or
shall have the right to grant licenses during the term hereof.

4. "Intermediate Products" shall mean the RNA enzymes described
in Claims 1-47, 70 and 73 of the '327 Patent Application, RNA enzymes which may
be claimed in any other Licensed Patent and/or Improvement Patent, and plasmids
used as vectors for the delivery of ribozymes (either viral or nonviral), made
and sold in bulk by LICENSEE to Manufacturers.

5. "Inventors" shall mean Xxxxxx X. Xxxx, Xxxxxx X. Xxxx and
Xxxxxxx X. Been.

6. "Licensed Methods" shall mean any invention, method, process,
procedure or technology which is covered by and/or may be claimed in the
Licensed Patent and any Improvement Patent.

7. "Licensed Patents" shall mean the inventions and discoveries
which are the subject of, or which are covered in whole or in part by, the
claims included in (i) U.S. Patent Application Serial Number 937,327, filed
December 3, 1986 entitled RNA RIBOZYME POLYMERASES, DEPHOSPHORYLASES,
RESTRICTION ENDORIBONUCLEASES AND METHODS (the "'327 Patent Application"), a
copy of the Claims of which is attached hereto and marked EXHIBIT "A", (ii)
the United States Patents listed on EXHIBIT "B" attached hereto, and any
patents issuing thereon as well as any corresponding patent applications or any
patents that may issue thereon throughout the world, including any extensions,
renewals, divisions, continuations, continuations-in-part, patents of addition,
and/or reissues thereof, including Improvement Patents, and to which LICENSOR
has or shall have the right to grant licenses during the term hereof. It is
understood that any reference in this Agreement to claim numbers as recited in
the '327 Patent Application as filed on December 3, 1986, or other Licensed
Patents corresponding thereto or derived therefrom (including but not limited
to those included in

Confidential portions ( [ ] ) have been omitted pursuant to regulation
240.25b-2(b) of the Securities Exchange Act of 1934 and have been filed
separately with the Commission.
7

EXHIBIT "B"), shall be deemed to refer to any and all claims which are or have
been renumbered, deleted or added during the course of prosecution of the '327
patent application and are included in such Licensed Patents.

8. "Licensed Products" shall mean the RNA enzymes described in
Claims 1-47, 70 and 73 of the '327 Patent Application and RNA enzymes which may
be claimed in any other Licensed Patent and/or Improvement Patent, packaged and
sold by LICENSEE for use as (by way of illustration and not of limitation)
research reagents, diagnostic products, pharmaceutical products, agricultural
biochemical products, veterinary products, cell culture and/or fermentation
products, or otherwise, and plasmids used as vectors for the delivery of
ribozymes (either viral or nonviral), but shall not include Intermediate
Products.

9. "Licensed Services" shall mean any service which is performed
for a third-party which includes use of a Product Unit or Licensed Method.

10. "Manufacturer" shall mean a business entity which makes and
sells merchandise in finished form and ready for end use without further
substantial alteration incorporating or utilizing Intermediate Product(s).

11. "Market Year" shall mean the twelve (12) month period which
commences upon the first Commercial Sale of Licensed Products or Licensed
Services by LICENSEE, and each ensuing twelve (12) month period during the term
of this Agreement. For the purposes of this definition, the term "Licensed
Products" shall exclude Research Reagents.

12. "Net Selling Price" shall mean the actual gross selling price
of each Product Unit upon its Commercial Sale, including all packaging,
instructional or other charges made to a purchaser, but less customary trade
discounts and refunds or credits allowed for shortages, returns, or defective
articles and transportation or shipping charges and/or taxes billed by LICENSEE
to its customers. In the case of Licensed Services, (i) the term Net Selling
Price shall include the actual gross receipts received for the performance of
Licensed Services upon a Commercial Sale, less customary trade discounts and
refunds or credits and/or taxes billed by LICENSEE to its customers; and (ii)
the term "Commercial Sale" shall include any transaction under which the
Licensee or any sublicensee provides Licensed Services to a person who is not
an Affiliated or Related Interest. The actual selling price of Product Units
to a purchaser or

Confidential portions ( [ ] ) have been omitted pursuant to regulation
240.25b-2(b) of the Securities Exchange Act of 1934 and have been filed
separately with the Commission.
8

amounts received for the performance of Licensed Services for a third party,
with whom LICENSEE has a reciprocal discount or preferential price arrangement
for merchandise, services or use of technology and which discount or
preferential price arrangement affects the price LICENSEE charges such
purchaser or third-party, shall not be the Net Selling Price thereof, but the
Net Selling Price for such Product Units or Licensed Services shall be the
actual selling price plus the amount(s) of such discounts or price preferences.

13. "Patented Substances" shall mean those materials listed on
EXHIBIT "C" hereof previously supplied to LICENSEE.

14. "Product Units" shall mean:

(i) Licensed Products, and

(ii) Intermediate Products

ARTICLE II

SURVIVAL OF ASSIGNMENT

LICENSOR and LICENSEE agree that the terms of Article II of the
Assignment, and such other provisions of the Assignment as they pertain to USB,
shall be and remain in full force and effect, and that all other terms and
conditions of the Assignment, including the license granted to LICENSEE by
LICENSOR thereunder, shall be superseded hereby.

ARTICLE III

USE OF PATENTED SUBSTANCES

The Foundation and the Inventors having agreed that Patented
Substances shall not be transferred by way of sale, gift, loan or otherwise to
any other person or business entity during the term of the license granted to
LICENSEE hereunder, excepting distribution to the academic community, not for
profit, in accordance with normal academic procedures, and to obtain a written
agreement from such potential academic distributees in advance of such
distribution evidencing agreement that the materials will not be used or
distributed for commercial purposes,

Confidential portions ( [ ] ) have been omitted pursuant to regulation
240.25b-2(b) of the Securities Exchange Act of 1934 and have been filed
separately with the Commission.
9

LICENSEE affirms that it understands and agrees that the Inventors may retain
and use the Patented Substances for purposes of research.

ARTICLE IV

THE LICENSE

1. Grant. Subject to the rights of the United States Government,
as set forth in P.L. 96-517, P.L. 98-620 and 00 XXX 000, as amended, LICENSOR
hereby grants to LICENSEE an exclusive worldwide license under the Licensed
Patents to exercise the following rights:

(a) To make, have made, use and sell RNA enzymes alone or
when incorporated in Licensed Products;

(b) To use, practice, or have used or practiced on its
behalf, but not to sell, the Licensed Methods;

(c) To perform, or have performed on its behalf, Licensed
Services which include use of a Product Unit or
Licensed Method;

(d) To make, have made, use and sell plasmids as
described or claimed in the Licensed Patent and any
Improvement Patent;

(e) To pass on to its customers for RNA enzymes, Licensed
Products and/or Intermediate Products, or its
customers for Licensed Services, a license for the
use thereof as described or claimed in the Licensed
Patents and any Improvement Patent; and

(f) To make, have made and use Intermediate Products and
to sell Intermediate Products to Manufacturers, and
to grant licenses to Manufacturers to make, use and
sell Product Units, to use and practice Licensed
Methods and/or to perform Licensed Services; provided
that, in the case of the sale of Intermediate
Products, LICENSEE has theretofore entered into
royalty- bearing agreements whereunder LICENSEE
obtains royalties from such Manufacturers based upon
said Manufacturers' selling prices of merchandise:

Confidential portions ( [ ] ) have been omitted pursuant to regulation
240.25b-2(b) of the Securities Exchange Act of 1934 and have been filed
separately with the Commission.
10

(i) in which one or more Intermediate Product is
a constituent, and/or

(ii) in the production of which one or more
Intermediate Product is or has been utilized,
in accordance with the provisions of
paragraph 3(b) of Article VI.

(g) To grant sublicenses with respect to any of the
foregoing, subject to the terms of Paragraph 2 of
this Article IV.

2. Sublicenses. (a) During the term of exclusivity granted
hereunder, the license hereby granted shall include the right of LICENSEE or
any sublicensee to grant written sublicenses covering Licensed Products,
Licensed Services and Licensed Methods, provided that LICENSEE shall include
all sales and receipts therefrom received from unaffiliated third parties by
all sublicensees in LICENSEE'S statements to LICENSOR as provided in paragraph
1(b) of Article VII and (A) in the case of sublicenses granted to parties other
than to Manufacturers shall pay royalties to LICENSOR in an amount equal to the
greater of (i) [ ]of the royalty income received from each such sublicensee
for the sale of Licensed Products and Licensed Services and for use of Licensed
Methods or (ii) [ ](x) of the Net Selling Price of each Licensed Product
made or sold, or received from the performance of Licensed Services, by or for
such sublicensee or (y) of the amounts received by or from the sublicense of
Licensed Methods and (B) in the case of any sublicense granted to a
Manufacturer in respect of Intermediate Products pay royalties to LICENSOR as
per paragraph 3(b) of Article VI. LICENSEE and its sublicensees shall be free
to grant sublicenses at any royalty rate they may deem appropriate.
Notwithstanding the foregoing, no multiple royalties shall be payable because a
Licensed Product, Licensed Service, Licensed Method or Intermediate Product are
or shall be sold or licensed to or by a sublicensee in the same transaction.

(b) In addition to the foregoing, LICENSEE agrees that it will remit
to LICENSOR in accordance with paragraph 2 of Article VII, [ ] of any option
fee, license fee, prepaid royalty or other "front-end payment" which it may
receive from a sublicensee or which a sublicensee may receive from its
sublicensees. It is agreed that research and development funding (as defined

Confidential portions ( [ ] ) have been omitted pursuant to regulation
240.25b-2(b) of the Securities Exchange Act of 1934 and have been filed
separately with the Commission.
11

hereafter) does not constitute an "option fee, licensee fee, prepaid royalty or
'front-end payment'" under this paragraph.

For purposes hereof, the term "research and development funding" shall
mean funding received from third parties for (1) LICENSEE's direct or indirect
cost (purchase or lease) of materials, equipment and facilities used in
research and development; (2) salaries, wages, benefits and other related costs
of personnel engaged in or supporting the research and development activity;
(3) the cost to LICENSEE of services performed by others in connection with
LICENSEE's research and development activity; (4) the cost to LICENSEE of
payments to third parties (other than LICENSOR) for patent or other rights
utilized in research and development; (5) a reasonable allocation of general,
administrative and other indirect and overhead costs to research and
development activities; (6) debt or equity investments in LICENSEE and (7)
research and development milestone payments paid to LICENSEE for completion of
research and development activities associated with ribozyme technology and
product development. Determinations with respect to research and development
funding shall be made in accordance with generally accepted accounting
principles. Costs associated with selling products and costs associated with
facilities and equipment unrelated to research and development activities shall
not be included in "research and development funding."

LICENSOR shall be promptly advised of any agreement which provides for
such research funding and LICENSOR shall be furnished with a true and correct
copy of any such agreement. LICENSOR shall have the right, upon prior
reasonable notice, to inspect the books and records of LICENSEE or a
sublicensee, as applicable, in accordance with the provisions of paragraph 7 of
Article VII to verify the nature of such research funding. In the event of any
disagreement between the parties with respect to the foregoing, representatives
of LICENSOR and LICENSEE or a sublicensee shall meet and seek to resolve any
such disagreement, as applicable; and if the parties are unable to reach
agreement, then any such disagreement under this paragraph shall be submitted
to arbitration in accordance with the Commercial Arbitration Rules of the
American Arbitration Association then in effect before a panel of one
arbitrator. The place of arbitration shall be New York, New York. Any award
rendered thereon shall be

Confidential portions ( [ ] ) have been omitted pursuant to regulation
240.25b-2(b) of the Securities Exchange Act of 1934 and have been filed
separately with the Commission.
12

final and binding on the parties and judgment may be entered on the
arbitrator's award in any court having jurisdiction.

LICENSEE agrees to deliver to LICENSOR a true and correct copy of each
and every sublicense entered into by LICENSEE within thirty (30) days after
execution thereof and shall promptly advise LICENSOR in writing of any
modification (and supply same) or termination of each sublicense. Upon
termination of this Agreement for any cause, any and all existing sublicenses
hereunder shall thereupon be assigned to LICENSOR. This shall be made a
condition of any such sublicense that may be granted by LICENSEE.

3. Exclusivity. LICENSOR agrees not to grant to any other party
any option, license or other right under the Licensed Patents to make, have
made, use or sell Product Units, Licensed Services and Licensed Methods during
the period of the exclusive license herein granted.

4. Consultation. The Parties recognize that during the term of
this Agreement, LICENSEE may confer and consult freely with the Inventors in
furtherance of the development and testing of Product Units, Licensed Services
and Licensed Methods, in accordance with such arrangements as they may make
among themselves.

5. Cross-Licensing. LICENSOR understands that LICENSEE'S
negotiations with Xxxx Xxxxxx (J&J) for the cross licensing of certain Xxxx
Xxxxxx patented technology to LICENSEE in exchange for the cross licensing of
certain Licensed Patents to Xxxx Xxxxxx is now in suspense. LICENSOR agrees
that in the event these negotiations are re- activated on terms and conditions
similar to or more favorable to LICENSEE than those described in correspondence
between LICENSOR and LICENSEE during the period April 19 to 21, 1994, LICENSOR
will consent to such cross-license. (Said correspondence being incorporated
herein by this reference solely for this purpose.).

In the event that LICENSEE believes that one or more additional
cross-licenses (other than that with Xxxx Xxxxxx referenced above) are
necessary between LICENSEE and any third party, LICENSOR shall negotiate in
good faith with LICENSEE for the grant of LICENSOR's consent thereto in return
for reasonable consideration.

If LICENSEE grants a license (an "RPI License") to any of its patented
technology, or to any of its proprietary technology for which a patent
application is pending ("RPI Technology") to

Confidential portions ( [ ] ) have been omitted pursuant to regulation
240.25b-2(b) of the Securities Exchange Act of 1934 and have been filed
separately with the Commission.
13

any cross-licensee under this Agreement, or any third party affiliated with or
related to such cross-licensee, and the license or option fee, royalty basis,
royalty rate and/or minimums of the RPI License are substantially greater than
in the cross-license, then LICENSOR and LICENSEE shall negotiate in good faith
a division of the incremental royalties paid under the license resulting from
such substantially greater license or option fee, royalty basis, royalty rate
and/or minimums (the "Incremental Royalties"). The division of Incremental
Royalties will be based upon the relative value the cross-licensed technology
and the licensed RPI Technology contribute to the products upon which the
Incremental Royalties are paid. In the event an agreement cannot be reached by
the parties, such matter will be arbitrated before a panel of three
arbitrators, one of whom shall be selected by LICENSEE, one of whom shall be
selected by LICENSOR, and the third of whom shall be selected by the two
arbitrators so selected by LICENSEE and LICENSOR. In no event will the payment
of any part of Incremental Royalties to LICENSOR on any license extend beyond
the term of this Agreement. In addition, in no event will LICENSOR be entitled
to share in any license or option fees, royalties and/or minimums in excess of
those to which it would be entitled if all license or option fees, royalties
and/or minimums paid under the cross-license and RPI License had instead been
paid pursuant to this Agreement.

6. Country of Origin. The Parties agree that royalties shall be
paid only upon Product Units, Licensed Services and Licensed Methods which are
covered in the country of their manufacture, use or sale by a Licensed Patent.

Confidential portions ( [ ] ) have been omitted pursuant to regulation
240.25b-2(b) of the Securities Exchange Act of 1934 and have been filed
separately with the Commission.
14

ARTICLE V.

PRODUCT DEVELOPMENT

1. Due Diligence. LICENSEE has represented to LICENSOR that it
is experienced in the development and commercialization of Product Units, and
that commencing with the execution of the Prior Sublicense Agreement it
committed itself to a program of developing, obtaining governmental agency
approvals for, and marketing Product Units. LICENSEE agrees that it will
diligently continue the efforts above described. In furtherance of the
foregoing, to maximize the commercial potential of the Licensed Patents and
their benefit to mankind, expanding the number of researchers utilizing
ribozyme technologies is necessary. LICENSEE's activities and programs
regarding the technology are designed to maximize the potential of this
technology and shall include the following activities:

(a) sale and promotion of research reagents to provide
tools to researchers;

(b) sponsorship of meetings and seminars regarding the
technology;

(c) contacting firms in the pharmaceutical, diagnostic
and agbiotech fields to establish potential research
relationships and/or licenses;

(d) support of commercial development activities through
technology development efforts and the expertise of
LICENSEE's scientists.

2. Research and Development Information. LICENSEE agrees to
furnish to LICENSOR in a timely manner, copies of all periodic reports filed by
LICENSEE with the U.S. Securities and Exchange Commission. In addition,
LICENSEE agrees that its President or CEO shall meet with representatives of
LICENSOR no less frequently than once per year at LICENSOR's offices in
Connecticut or in New York City to review progress in developing and
commercializing the Licensed Patents. In addition, LICENSEE shall furnish to
LICENSOR, to the extent it is legally able to do so, copies of any progress
reports LICENSEE receives from its sublicensees and/or cross-licensees
respecting Product Units.

3. Data. LICENSEE and LICENSOR agree that during the term of the
License hereunder, they will provide to patent counsel all information and data
that either party develops or otherwise possesses which may assist patent
counsel in the filing, prosecution and defense of patent applications and
patents included in the Licensed Patents.

Confidential portions ( [ ] ) have been omitted pursuant to regulation
240.25b-2(b) of the Securities Exchange Act of 1934 and have been filed
separately with the Commission.
15

4. Remedial Action. In the event LICENSOR believes that LICENSEE
has failed to exercise reasonable diligence hereunder, LICENSOR shall have the
right to advise LICENSEE of its belief and request remedial action. If
LICENSOR and LICENSEE disagree, they may bring the matter to arbitration upon
mutual agreement, or lacking such agreement, each shall rely upon such remedies
and defenses as are available to it in law or equity.

ARTICLE VI

PAYMENTS UNDER THE LICENSE

1. License Fee. All License Fees payable under the Prior License
Agreement have been paid to LICENSOR, and no additional License Fees shall be
payable by LICENSEE hereunder.

2. Royalty Basis. LICENSEE agrees to pay, as hereinafter
provided, royalties to LICENSOR:

(a) in respect of each Licensed Product made or sold by
or for LICENSEE;

(b) in respect of each Intermediate Product sold by
LICENSEE to a Manufacturer or with respect to which a
Manufacturer has been granted a sublicense as
provided in paragraph 2 of Article IV.

3. Royalty Rates.

(a) For each Licensed Product sold by Licensee, which is
subject to paragraph 2(a) of this Article VI, and for
Licensed Services performed by Licensee, which are
subject to paragraph 2(c) of this Article VI, the
rate shall be [ ]of the Net Selling Price.

(b) For each Intermediate Product which is subject to
paragraph 2(b) of this Article, the rate shall be:

(i) [ ] of the Net Selling Price of such
Intermediate Product, and in addition,

(ii) [ ] of any royalty or fee (except of a
sublicense fee, which shall be payable as set
forth in paragraph 2(b) of Article IV and
paragraph 2

Confidential portions ( [ ] ) have been omitted pursuant to regulation
240.25b-2(b) of the Securities Exchange Act of 1934 and have been filed
separately with the Commission.
16

of Article VII), which a Manufacturer pays
LICENSEE upon the manufacture, use, sale or
other transfer of merchandise in which the
Intermediate Product is a constituent or has
been utilized.

(c) No multiple royalties shall be payable because a
Licensed Product, Licensed Services and Licensed
Method are or shall be sold, performed and/or
licensed in the same transaction by LICENSEE, so long
as LICENSOR receives the royalties provided for in
paragraphs 3(a) or 3(b) of this Article VI, as
applicable.

(d) Notwithstanding the provisions of this Article VI, in
the event that LICENSEE is presented with an
opportunity or opportunities for the exploitation of
ribozymes in diagnostic products, through
sublicensing, then LICENSOR will cooperate in good
faith with LICENSEE to revise the royalty rate
structure to permit such exploitation for the mutual
benefit of the parties.

4. Guaranteed Minimum Payments.

(a) To retain its license hereunder, LICENSEE shall pay
to LICENSOR, as minimum annual payments, no less than
the amounts set forth below:

(i) For the first Market Year, [ ];

(ii) For the second Market Year, the amount shall
be the greater of [ ] or [ ] of the
royalty actually earned during the first
Market Year;

(iii) For the third Market Year, the amount shall
be the greater of [ ] or [ ] of the
royalty actually earned during the second
Market Year;

(iv) [ ] shall be the greater of [ ] or [
] of the royalty actually earned during the
third Market Year;

(v) For the fifth Market Year, the amount shall
be the greater of [ ] or [ ] of the
royalty actually earned during the fourth
Market Year;

(vi) For the sixth and each ensuing Market Year,
the amount shall be the [ ] or [ ] of
the royalty actually earned during the fifth
Market Year.

Confidential portions ( [ ] ) have been omitted pursuant to regulation
240.25b-2(b) of the Securities Exchange Act of 1934 and have been filed
separately with the Commission.
17

(vii) Payments shall be payable in accordance
with paragraph 3 of Article VII.

(b) In the event LICENSEE does not pay the minimum annual
amounts as aforesaid, LICENSOR shall have the right
to terminate the license granted hereunder; provided,
however, that if LICENSEE shall have paid minimum
annual amounts under the license for a period of ten
(10) years, then the license shall thereafter no
longer be terminable by LICENSOR for failure to pay
such minimum annual amounts; provided LICENSEE is not
in any respect in default hereunder.

(c) Notwithstanding the foregoing, LICENSEE agrees that
if it sells Licensed Products in any country under
its exclusive license and subsequently withdraws such
Licensed Products from sale in that country (except
upon governmental requirement) and has no Commercial
Sales therein for a period of one (1) year
thereafter, LICENSOR may convert LICENSEE's exclusive
license in that country to a nonexclusive license for
such Licensed Products.

Confidential portions ( [ ] ) have been omitted pursuant to regulation
240.25b-2(b) of the Securities Exchange Act of 1934 and have been filed
separately with the Commission.
18

ARTICLE VII

REMITTANCES, RECORDS AND REPORTS UNDER THE LICENSES

1. Royalties.

(a) Royalties shall accrue when Product Units or Licensed
Services are first sold or performed by or for
LICENSEE. Product Units shall be considered sold to,
and Licensed Services performed for, third parties
when billed out.

(b) Payments of earned royalties shall be made within
sixty (60) days following the end of each half of
each Market Year for the sale of all Product Units
sold or otherwise transferred, and/or Licensed
Services performed, by LICENSEE during said half
Market Year. LICENSOR's participation in royalties
from Manufacturers under paragraph 3(b)(ii) of
Article VI shall be paid within sixty (60) days
following the end of each half of each Market Year,
based upon LICENSEE's receipts of such royalty
payments from Manufacturers during each half Market
Year. Such payment shall be accompanied by a
statement certified to LICENSOR by an officer of
LICENSEE which shall give sufficient information from
which to calculate the amount of royalties due
hereunder, including, but not limited to, the total
quantity and Net Selling Price of Product Units
and/or Licensed Services for which royalty has
accrued during the preceding half Market Year and the
aggregate royalties due. Statements shall also be
submitted in the event no sales of Product Units or
Licensed Services took place.

(c) Notwithstanding the foregoing paragraph, LICENSEE may
establish a reserve for bad debts in the amount of
two percent (2%) of the Net Selling Price of Product
Units sold or otherwise transferred, and or Licensed
Services performed, by LICENSEE during each Market
Year. Such reserve shall be reconciled at the end of
each Market Year and, in the

Confidential portions ( [ ] ) have been omitted pursuant to regulation
240.25b-2(b) of the Securities Exchange Act of 1934 and have been filed
separately with the Commission.
19

event that the amount of non-collectible accounts
receivable for the Market Year is less than the
amount so reserved, LICENSEE shall remit to LICENSOR
the royalties earned on such difference; and, in the
event that the amount of non-collectible accounts
receivable for the Market Year is greater than the
amount so reserved, LICENSEE shall be entitled to a
credit against the next scheduled royalty payment to
LICENSOR in the amount of the royalties paid by
LICENSEE on such difference.

2. Sublicense Fees. Payment of LICENSOR's share of sublicense
fees, prepaid royalties or "front-end" payments received by LICENSEE from
sublicensees pursuant to paragraph 2(b) of Article IV shall be remitted to
LICENSOR within sixty (60) days following the end of the calendar quarter of
receipt.

3. Guaranteed Minimum Payments. LICENSEE agrees that each
minimum annual payment under paragraph 4 of Article VI shall become a present
obligation of LICENSEE to LICENSOR on the first day of each Market Year; and
LICENSEE agrees that such minimum amounts are to be paid to LICENSOR together
with the remittance made for the last accounting period of the applicable
Market Year, in the event earned royalties for such Market Year do not reach
the minimum amount set forth.

4. Currency. Payment hereunder shall be made in U. S. dollars in
the United States.

5. Credit for Patent Expenses. LICENSEE may deduct as credits
from payment of royalties due under paragraph 1(b) of this Article VII amounts
not to exceed one-half (1/2) of said royalties due during any half Market Year
until [ ]of the expenses incurred by LICENSEE pursuant to paragraph 2 of
Article VIII have been credited.

6. Foreign Royalty Payments. With respect to sales in countries
outside the United States, royalties shall be payable in U. S. dollars at the
rate of exchange published in The Wall Street Journal on the last day of the
accounting period in which the royalty accrues. Royalties shall be paid to
LICENSOR free and clear of all foreign taxes, including withholding and
turnover taxes, except such taxes which LICENSEE may be required to withhold by
a foreign country (provided that LICENSOR can receive full credit for such
taxes with the Internal Revenue Service of the United States) .

Confidential portions ( [ ] ) have been omitted pursuant to regulation
240.25b-2(b) of the Securities Exchange Act of 1934 and have been filed
separately with the Commission.
20

7. Inspection. LICENSEE shall keep records in sufficient detail
to permit the determination of royalties payable hereunder and, at the request
and expense of LICENSOR, will permit an independent Certified Public
Accountant, acceptable to both LICENSOR and LICENSEE, to examine, in
confidence, during ordinary business hours once in each calendar year such
records as may be necessary to verify or determine royalties paid or payable
under this Agreement. For the purposes of this paragraph, LICENSEE shall be
required to retain its records for no more than three (3) years.

8. Price. LICENSEE shall submit to LICENSOR, no less than once
per year during the life of this Agreement, copies of its customer catalogs in
which Licensed Products and Licensed Services are listed for sale.

ARTICLE VIII

PATENT PROTECTION

1. Patent Filing.

(a) LICENSEE shall reimburse LICENSOR promptly following
the presentation of invoices therefore for the
prosecution and maintenance of the '327 Patent
Application and any patents which issue thereunder in
the United States.

(b) LICENSEE shall reimburse LICENSOR promptly following
the presentation of invoices therefor for the filing,
prosecution and maintenance of any counterpart
foreign patent applications to the '327 Patent
Application and patents which issue thereunder which
LICENSEE, in its sole discretion, elects to support.

(c) LICENSEE shall reimburse LICENSOR promptly following
the presentation of invoices therefor for the filing,
prosecution, and maintenance of such U.S. and foreign
Improvement Patents which LICENSEE, in its sole
discretion, elects to support.

Confidential portions ( [ ] ) have been omitted pursuant to regulation
240.25b-2(b) of the Securities Exchange Act of 1934 and have been filed
separately with the Commission.
21

(d) In the event LICENSEE shall not elect to reimburse
LICENSOR for filing, prosecution and/or maintenance,
as aforesaid, then such patent application(s) and/or
any patent(s) which issues thereunder shall not be
included in Licensed Patents licensed to LICENSEE
hereunder.

2. Recovery of Patent Expenses. LICENSEE shall bear the expenses
associated with the filing, prosecution and maintenance of Licensed Patents
including, without limitation, filing, maintenance, and attorneys' fees;
provided that, LICENSEE shall be entitled to recover [ ]of such costs from
royalties otherwise to become due to LICENSOR, earned in the country in which
the application was filed, in accordance with paragraph 5 of Article VII.

ARTICLE IX

ENFORCEMENT OF LICENSED PATENTS

1. Enforcement. In the event LICENSEE, LICENSOR, the Foundation
or URC becomes aware of any actual or threatened infringement of a Licensed
Patent anywhere in the world, that party shall promptly notify the other
parties in writing. LICENSEE shall have the first right to bring, at its own
expense, an infringement action against any third party and to use the names of
LICENSOR, the Foundation and URC in connection therewith. If LICENSEE does not
proceed with a particular patent infringement action within ninety (90) days,
LICENSOR, after notifying LICENSEE in writing, shall be entitled to take
proceedings against such infringer at its own expense, and shall have the right
to settle infringement litigation by licensing the infringer, unless LICENSEE
shall equally share the cost of enforcement with LICENSOR. The party
conducting such suit shall have full control over its conduct. In any event,
LICENSOR, the Foundation, URC and LICENSEE shall assist one another and
cooperate in any such litigation upon request without expense to the requesting
party. Any recovery as a result of any litigation or settlement thereof shall
be the property of the party bearing the principal responsibility of such
litigation.

Confidential portions ( [ ] ) have been omitted pursuant to regulation
240.25b-2(b) of the Securities Exchange Act of 1934 and have been filed
separately with the Commission.
22

2. Defense. In the event a third party brings an action to
obtain a declaration of patent invalidity of a Licensed Patent (a "DJ Action")
against LICENSOR and/or LICENSEE:

(a) The named defendants shall have the first right to
defend said action at its own cost and expense and to
control ensuing litigation.

(b) If the named defendant elects not to defend the DJ
Action, the other Party may elect to defend the DJ
Action at its own cost and expense and to control the
ensuing litigation.

(d) If either Party finally loses because a patent is
held invalid, LICENSEE may thereafter cease paying
royalties on sales of Licensed Products, the
performance of Licensed Services or Product Units and
use of Licensed Methods, as the case may be, in the
country in which such invalidity has been finally
adjudicated provided that Licensed Products, Product
Units, Licensed Services and Licensed Methods, as the
case may be, are covered or the use thereof are
covered only by claims which have been held invalid.

ARTICLE X

TERMS OF LICENSE: TERMINATION

1. Term. The term of this Agreement shall be from the date first
written above until the expiration of the last to expire of any patent included
in the Licensed Patents.

2. Termination.

(a) LICENSEE may terminate this Agreement:

(i) For cause; or

(ii) Upon sixty (60) days written notice to
LICENSOR, provided that LICENSEE shall
thereafter terminate the manufacture, sale
and/or use of Product Units except for
disposition of inventory on hand,

Confidential portions ( [ ] ) have been omitted pursuant to regulation
240.25b-2(b) of the Securities Exchange Act of 1934 and have been filed
separately with the Commission.
23

for which royalties shall be paid in
accordance with Article VI hereof.
Disposition of inventory must be completed
within one hundred twenty (120) days of the
aforementioned notice.

(b) If LICENSEE shall at any time default in any
obligation under this Agreement, including but not
limited to failing to make any report, pay any
royalties, or permit the inspection of its books and
records as hereinabove required, and such default
shall not be cured within sixty (60) days after
written notice from LICENSOR to LICENSEE specifying
the nature of the default, then LICENSOR shall have
the right to terminate the license granted to
LICENSEE hereunder and such termination shall become
effective on the sixtieth (60th) day after giving
such notice.

(c) Any termination pursuant hereto shall not relieve
LICENSEE or LICENSOR of any obligation or liability
accrued hereunder prior to such termination, nor
rescind or give rise to any right to rescind anything
done or any payments made or other consideration
given hereunder prior to the time of such termination
and shall not affect in any manner any rights of
either party arising out of this Agreement prior to
such termination.

ARTICLE XI

REPRESENTATIONS AND WARRANTIES

LICENSOR represents that it has the right to enter into this Agreement
and that, to the best of LICENSOR's knowledge, no amounts are due LICENSOR from
either LICENSEE or USB under the Prior License Agreement. LICENSOR makes no
other representation or warranty, express or implied, except as herein
provided, nor does LICENSOR assume any liability in respect of any infringement
of any patent or other rights of third parties due to LICENSEE's operation
under the rights herein granted. LICENSEE recognizes that the Patented
Substances and the RNA enzymes produced therefrom have been produced by the
Inventors for research purposes only. THE INVENTORS, THE FOUNDATION, URC, AND
LICENSOR

Confidential portions ( [ ] ) have been omitted pursuant to regulation
240.25b-2(b) of the Securities Exchange Act of 1934 and have been filed
separately with the Commission.
24

EXPRESSLY DISCLAIM THAT THE PATENTED SUBSTANCES AND/OR THE RNA ENZYMES PRODUCED
THEREFROM WILL BE OF ANY COMMERCIAL VALUE TO LICENSEE WHATSOEVER, AND NO SUCH
REPRESENTATION OR WARRANTY OF SUCH VALUE SHOULD BE IMPLIED. LICENSEE AGREES
THAT IT IS OBTAINING THE LICENSES HEREIN GRANTED WITHOUT ANY REPRESENTATION OF
VALUE, MERCHANTABILITY OR FITNESS FOR USE.

ARTICLE XII

PREFERENCE FOR U. S. INDUSTRY

In view of Public Law 96-517, Public Law 98-620 and regulations
thereunder, LICENSEE agrees that any Product Unit covered by Licensed Patents
or produced through the use of a method or process claimed in the Licensed
Patents for sale in the United States of America will be manufactured
substantially in the United States of America, unless a waiver of such
obligation is obtained from the Federal Agency which supported in whole or in
part said invention. LICENSEE shall include the foregoing provision in any
sublicense(s) it grants hereunder.

ARTICLE XIII

COMMUNICATION

Any payment, notice or other communication required or permitted to be
made or given to a Party pursuant to this Agreement shall be sufficiently made
or given on the date of mailing if sent to such Party by certified or
registered mail, postage prepaid, addressed to it at its address set forth or
to such other address as it shall designate by written notice to the other
Party as follows:

Confidential portions ( [ ] ) have been omitted pursuant to regulation
240.25b-2(b) of the Securities Exchange Act of 1934 and have been filed
separately with the Commission.
25

In the case of LICENSOR:

President
Competitive Technologies, Inc.
x/x XXXX
X. 0. Xxx 000
Xxxxxxxxx, Xxxxxxxxxxx 00000

In the case of LICENSEE:

President
Ribozyme Pharmaceuticals, Inc.
0000 Xxxxxxxxxx Xxxxx
Xxxxxxx, Xxxxxxxx 00000

Confidential portions ( [ ] ) have been omitted pursuant to regulation
240.25b-2(b) of the Securities Exchange Act of 1934 and have been filed
separately with the Commission.
26

ARTICLE XIV

ASSIGNMENTS

This Agreement shall not be assignable by LICENSEE without the prior
written consent of LICENSOR except to a successor in ownership of all or
substantially all of the business assets of LICENSEE, and which successor shall
expressly assume in writing the performance of all the terms and conditions of
this Agreement to be performed by the assigning Party.

ARTICLE XV

MISCELLANEOUS

1. Execution. This Agreement will not be binding upon the
Parties until it has been signed herein below by or on behalf of each Party, in
which event it shall be effective as of the date first above written. No
amendment or modification hereof shall be valid or binding upon the Parties
unless made in writing and signed as aforesaid.

2. Construction. This Agreement embodies the entire
understanding of the Parties and shall supersede all previous communications,
representations or undertakings, either verbal or written between the Parties
relating to the subject matter hereof.

3. Indemnification. LICENSEE agrees to indemnify and hold
harmless LICENSOR, the Foundation, URC, and the Inventors from and against any
and all claims, damages and liabilities asserted by third parties (private and
governmental) arising from LICENSEE's sale of Product Units and/or the
purchaser's use thereof or from the performance of Licensed Services or use of
Licensed Methods, as the case may be.

4. Anonymity. LICENSEE shall have no right to use the names or
other designation of THE UNIVERSITY OF COLORADO or the Inventors in connection
with any sales or promotion of Product Units, Licensed services and Licensed
Methods, as the case may be without the express written consent of the
University of Colorado or the Inventors, as the case may be.

Confidential portions ( [ ] ) have been omitted pursuant to regulation
240.25b-2(b) of the Securities Exchange Act of 1934 and have been filed
separately with the Commission.
27

5. Severability. If any provision or provisions of this
Agreement shall be held to be invalid, illegal or unenforceable, the validity,
legality and enforceability of the remaining provisions shall not in any way be
affected or impaired thereby.

6. Jurisdiction. This Agreement shall be construed, and the
legal relations between the Parties determined, in accordance with the law of
the State of Connecticut, U.S.A.

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

8. Force Majeure. Neither of the Parties hereto shall be liable
in damages or have the right to cancel this Agreement for any delay or default
in performing hereunder if such delay or default is caused by conditions beyond
its control, including acts of God, government restrictions, wars or
insurrections.

9. No Waiver. Failure by either party to enforce any provision
of this Agreement or assert a claim on account of breach hereof shall not be
deemed a waiver of its right to enforce the same or any other provision hereof
on the occasion of a subsequent breach.

10. Compliance. LICENSEE agrees to comply voluntarily with and
abide by the United States Department of Health and Human Services, National
Institutes of Health "Guidelines for Research Involving Recombinant DNA
Molecules". June 1981, 46 F.R. 34461, or as subsequently amended, so long as
LICENSEE uses the Patented Substances conveyed to it hereunder.

11. Remedies. The remedies provided in this Agreement are not and
shall not be deemed to be exclusive and shall be in addition to any other
remedies which either party may have at law or in equity.

12. Counterparts. This Agreement may be executed in two (2) or
more counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.

Confidential portions ( [ ] ) have been omitted pursuant to regulation
240.25b-2(b) of the Securities Exchange Act of 1934 and have been filed
separately with the Commission.
28

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to
be duly executed as of the date first above written.

COMPETITIVE TECHNOLOGIES, INC.

By: /s/ Xxxxxx X. Xxxxxxx
Title: President/Chief Executive Officer
Date: February 18, 1997

RIBOZYME PHARMACEUTICALS, INC.

By: /s/ Xxxxx X. Xxxxxxxxxxxxxx
Title: President/Chief Executive Officer
Date: February 24, 1997

By its subscription hereto, UNIVERSITY OF COLORADO FOUNDATION, INC.
consents to and acknowledges the terms and conditions of the Agreement within.

By: /s/ Xxxxxxx X. XxXxxx
Title: President
Date: February 26, 1997

By its subscription hereto, UNIVERSITY RESEARCH CORPORATION consents
to and acknowledges the terms and conditions of the Agreement within.

By: /s/ Xxxxxxx X. XxXxxx
Title: President
Date: February 26, 1997

Confidential portions ( [ ] ) have been omitted pursuant to regulation
240.25b-2(b) of the Securities Exchange Act of 1934 and have been filed
separately with the Commission.
29

EXHIBIT A
What is claimed:

[ ]

Confidential portions ( [ ] ) have been omitted pursuant to regulation
240.25b-2(b) of the Securities Exchange Act of 1934 and have been filed
separately with the Commission.
30

EXHIBIT B
"Licenses Patents"
Patents and Pending Applications

====================================================================================================
PATENT NO. OR
CLAIMS PATENT APPLICATION NO TITLE

----------------------------------------------------------------------------------------------------
1 - 47 U.S. Xxx. No. 4,987,071 (Parent) RNA Ribozyme Polymerase
Dephosphorylases Restriction
Endoribonucleases and Methods
----------------------------------------------------------------------------------------------------
48 - 62 U.S. Xxx. No. 5,093,246 (Division of RNA Polymerase Dephosphorylases
U.S. Xxx. No. 4,987,071) Restriction
Endoribonucleases and Methods
----------------------------------------------------------------------------------------------------
63 - 66 Xxx. No. 4,987,071 See above
----------------------------------------------------------------------------------------------------
67 and 68 U.S. Xxx. No. 5,093,246 See above
----------------------------------------------------------------------------------------------------
69 U.S. Xxx. No. 4,987,071 See above
----------------------------------------------------------------------------------------------------
70 U.S. Xxx. No. 4,987,071 See above
----------------------------------------------------------------------------------------------------
71 U.S. Xxx. No. 5,093,246 See above
----------------------------------------------------------------------------------------------------
72 U.S. Xxx. no. 5,037,746 (Continuation- RNA Ribozyme Polymerases and Methods
in-part of
U.S. Xxx. No. 4,987,071)
----------------------------------------------------------------------------------------------------
73 Xxx No. 4,987,071 See above
====================================================================================================

Notes:

1. U.S. Patent No. 5,116,742 entitled "RNA Ribozyme Restriction
Endoribonucleases and Methods," filed March 24, 1989, is a continuation-in-part
of U.S. Patent No. 4,987,071, and includes additional claims which were not
contained in the original patent application.

2. U.S. Patent Application Serial No. 843,737 entitled "RNA Polymerase
Dephosphorylases Restriction Endoribonucleases and Methods," filed February 28,
1992, is a continuation of U.S. Patent No. 5,093,246. It has been allowed, and
the issue fee is due to be paid on or before February 24, 1994.

Confidential portions ( [ ] ) have been omitted pursuant to regulation
240.25b-2(b) of the Securities Exchange Act of 1934 and have been filed
separately with the Commission.
31

EXHIBIT C
Patented Substances

[ ]

Confidential portions ( [ ] ) have been omitted pursuant to regulation
240.25b-2(b) of the Securities Exchange Act of 1934 and have been filed
separately with the Commission.

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EXHIBIT 10.42 THE CONFIDENTIAL PORTION OF THIS CONTRACT HAS BEEN OMITTED PURSUANT TO REGULATION 240.25B-2(B) OF THE SECURITIES EXCHANGE ACT OF 1934, AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION. AMENDED AND RESTATED LICENSE AGREEMENT

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