0001104659-02-006543 Sample Contracts

October 15, 2002
Enchira Biotechnology Corp • November 19th, 2002 • Services-commercial physical & biological research

This letter (the “Letter”) will reflect our agreement relative to the termination of your employment agreement with Enchira Biotechnology Corporation (the “Company”) and outline a number of practical administrative issues resulting therefrom as well as the potential sale of certain assets of the Company to you.

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ASSET TRANSFER AND SUBLICENSE AGREEMENT
Asset Transfer and Sublicense Agreement • November 19th, 2002 • Enchira Biotechnology Corp • Services-commercial physical & biological research

THIS ASSET TRANSFER AND SUBLICENSE AGREEMENT, dated and effective as of September 20, 2002 (the “Effective Date”), is by and between [ ** ] (“[ ** ]”), having its principal place of business at [ ** ], and ENCHIRA BIOTECHNOLOGY CORPORATION, a Delaware corporation (“Enchira”), having its principal place of business at 4200 Research Forest Drive, The Woodlands, TX 77381 (collectively, the “Parties”).

SETTLEMENT AND RELEASE AGREEMENT
Settlement and Release Agreement • November 19th, 2002 • Enchira Biotechnology Corp • Services-commercial physical & biological research • Texas

This Settlement and Release Agreement (the “Settlement and Release Agreement”) is made this 16th day of August, 2002 (the “Effective Date”), by and between Enchira Biotechnology Corporation, a Delaware corporation (the “Company”), and Paul G. Brown, III (“Brown”).

FOURTH AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • November 19th, 2002 • Enchira Biotechnology Corp • Services-commercial physical & biological research • Texas

This Fourth Amendment to Employment Agreement (the “Amendment”) is made and entered into by and between Enchira Biotechnology Corporation, a Delaware corporation (the “Company”), and Daniel J. Monticello (the “Employee”), as of this 15th day of August, 2002 (the “Effective Date”).

SETTLEMENT AND RELEASE AGREEMENT
Settlement and Release Agreement • November 19th, 2002 • Enchira Biotechnology Corp • Services-commercial physical & biological research • Texas

This Settlement and Release Agreement (the “Settlement and Release Agreement”) is made this 15th day of August, 2002 (the “Effective Date”), by and between Enchira Biotechnology Corporation, a Delaware corporation (the “Company”), and Daniel J. Monticello (“Monticello”).

CONSULTING AGREEMENT
Consulting Agreement • November 19th, 2002 • Enchira Biotechnology Corp • Services-commercial physical & biological research • Texas

This CONSULTING AGREEMENT (this “Agreement”) is entered into as of the 16th day of August, 2002 (the “Effective Date”) by and between ENCHIRA BIOTECHNOLOGY CORPORATION, a Delaware corporation (the “Company”), and Paul G. Brown, III (“Consultant” or “Mr. Brown”).

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