0001144204-05-033605 Sample Contracts

Portions of this exhibit marked [*] are omitted and are requested to be treated confidentially. INDUSTRY-UNIVERSITY COOPERATIVE RESEARCH AGREEMENT
Research Agreement • November 2nd, 2005 • Innovive Pharmaceuticals, Inc. • Biological products, (no disgnostic substances) • Pennsylvania

THIS AGREEMENT, effective this 16th day of March 2005, by and between The Pennsylvania State University College of Medicine and The Milton S. Hershey Medical Center (hereinafter referred to collectively as "University") and INNOVIVE Pharmaceuticals, Inc., (hereinafter referred to as "Contractor").

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Portions of this exhibit marked [*] are requested to be treated confidentially. LICENSE AGREEMENT
License Agreement • November 2nd, 2005 • Innovive Pharmaceuticals, Inc. • Biological products, (no disgnostic substances) • Pennsylvania

This License Agreement, effective upon the date of last signature herein (the "Effective Date"), by and between The Penn State Research Foundation (hereinafter referred to as "PSRF"), a non-profit corporation duly organized and existing under the laws of the Commonwealth of Pennsylvania and having an office at 304 Old Main, University Park, PA 16802, and INNOVIVE Pharmaceuticals, Inc. a corporation organized under the laws of the State of Delaware (hereinafter referred to as "LICENSEE"), having its principal office at 787 Seventh Avenue, 48th Floor, New York, New York 10019.

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