<PAGE>
                                                                    EXHIBIT 10.3

     Confidential Treatment Requested. *** indicates material has been omitted
     pursuant to a Confidential Treatment Request filed with the Securities and
     Exchange Commission. A complete copy of this agreement has been filed
     separately with the Securities and Exchange Commission.

                     PATENT AND TECHNOLOGY LICENSE AGREEMENT

     This twenty-three (23) page AGREEMENT ("AGREEMENT") is made on this 1st day
of September, 2003, by and between THE BOARD OF REGENTS ("BOARD") of THE
UNIVERSITY OF TEXAS SYSTEM ("SYSTEM"), an agency of the State of Texas, whose
address is 201 West 7th Street, Austin, Texas 78701, on behalf of THE UNIVERSITY
OF TEXAS M. D. ANDERSON CANCER CENTER ("UTMDACC"), a component institution of
SYSTEM, and Advanced Biochem, Inc. (dba ProteEx), a corporation organized under
the laws of Nevada and having a principal place of business at 4800 Research
Forest Drive, The Woodlands, Texas 77381. ("LICENSEE").

                                TABLE OF CONTENTS

<TABLE>
<S>                                                                      <C>
RECITALS                                                                 Page 2
I.    EFFECTIVE DATE                                                     Page 2
II.   DEFINITIONS                                                        Page 2
III.  LICENSE                                                            Page 4
IV.   CONSIDERATION, PAYMENTS AND REPORTS                                Page 6
V.    SPONSORED RESEARCH                                                 Page 12
VI.   PATENTS AND INVENTIONS                                             Page 12
VII.  INFRINGEMENT BY THIRD PARTIES                                      Page 12
VIII. PATENT MARKING                                                     Page 13
IX.   INDEMNIFICATION                                                    Page 13
X.    USE OF BOARD AND UTMDACC'S NAME                                    Page 14
XI.   CONFIDENTIAL INFORMATION AND PUBLICATION                           Page 14
XII.  ASSIGNMENT                                                         Page 16
XIII. TERM AND TERMINATION                                               Page 16
XIV.  WARRANTY: SUPERIOR-RIGHTS                                          Page 18
</TABLE>
<PAGE>
<TABLE>
<S>                                                                      <C>
XV.   GENERAL                                                            Page 20
SIGNATURES                                                               Page 22
</TABLE>

                                    RECITALS

A.   BOARD owns certain PATENT RIGHTS and TECHNOLOGY RIGHTS related to LICENSED
     SUBJECT MATTER developed at UTMDACC.

B.   BOARD, through UTMDACC, desires to have the LICENSED SUBJECT MATTER
     developed in the LICENSED FIELD and used for the benefit of LICENSEE,
     BOARD, SYSTEM, UTMDACC, the inventor(s), and the public as outlined in
     BOARD's Intellectual Property Policy.

C.   LICENSEE wishes to obtain a license from BOARD to practice LICENSED SUBJECT
     MATTER.

     NOW, THEREFORE, in consideration of the mutual covenants and promises
     herein contained, the parties agree as follows:

                                I. EFFECTIVE DATE

1.1  This AGREEMENT is effective as of the date written above ("EFFECTIVE
     DATE").

                                II. DEFINITIONS

     As used in this AGREEMENT, the following terms have the meanings indicated:

2.1  AFFILIATE means any business entity more than fifty percent (50%) owned by
     LICENSEE, any business entity which owns more than fifty percent (50%) of
     LICENSEE, or any business entity that is more than fifty percent (50%)
     owned by a business entity that owns more than fifty percent (50%) of
     LICENSEE.

2.2  DERIVED PRODUCT means any service or product, whether or not a LICENSED
     PRODUCT, that utilizes or is based on biological markers, proteins or other
     proteomic information (including, but not limited to, protein fractions,
     protein patterns and protein


                                        2
<PAGE>
     profiles) identified, discovered, analyzed, developed or otherwise derived
     or made possible using LICENSED SUBJECT MATTER, PATENT RIGHTS and/or
     TECHNOLOGY RIGHTS

2.3  LICENSED FIELD means all fields of use.

2.4  LICENSED PRODUCTS means any product or service sold by LICENSEE comprising
     LICENSED SUBJECT MATTER pursuant to this AGREEMENT.

2.5  LICENSED SUBJECT MATTER means inventions and discoveries covered by PATENT
     RIGHTS or TECHNOLOGY RIGHTS within LICENSED FIELD.

2.6  LICENSED TERRITORY means the entire world.

2.7  NET SALES means the gross revenues received by LICENSEE or its sublicensee
     from a SALE less sales discounts actually granted, sales and/or use taxes
     actually paid, import and/or export duties actually paid, outbound
     transportation actually prepaid or allowed, and amounts actually allowed or
     credited due to returns (not exceeding the original billing or invoice
     amount)("DEDUCTIONS"). NET SALES shall also include the gross revenues less
     DEDUCTIONS received by LICENSEE or any sublicensee for any DERIVED
     PRODUCTS. All gross revenues and DEDUCTIONS shall be recorded by LICENSEE
     in LICENSEE's official books and records in accordance with generally
     accepted accounting practices and consistent with LICENSEE's published
     financial statements and/or regulatory filings with the United States
     Securities and Exchange Commission.

2.8  PATENT RIGHTS means BOARD's rights in information or discoveries claimed in
     the patents, and/or patent applications and any letters patent that issue
     thereon, whether domestic or foreign, listed on Exhibit I attached hereto.


                                        3
<PAGE>
     (a)  '512 PATENT RIGHTS means BOARD'S rights in information or discoveries
          claimed in U.S. Patent Application No. 10/301,512 and any letters
          patent that issue thereon.

     (b)  '027 PATENT RIGHTS means BOARD's rights in information or discoveries
          claimed in U.S. Patent Application No. 10/236,027 and any letters
          patent that issue thereon.

2.9  SALE OR SOLD means the transfer or disposition of a LICENSED PRODUCT for
     value to a party other than LICENSEE or AFFILIATE.

2.10 TECHNOLOGY RIGHTS means BOARD's rights in any technical information,
     know-how, processes, procedures, compositions, devices, methods, formulae,
     protocols, techniques, software, designs, drawings or data created by the
     inventor(s) listed in Exhibit I at UTMDACC before the EFFECTIVE DATE, which
     are not claimed in PATENT RIGHTS but that are necessary for practicing
     PATENT RIGHTS.

                                  III. LICENSE

3.1  BOARD, through UTMDACC, hereby grants to LICENSEE a royalty-bearing,
     exclusive license under LICENSED SUBJECT MATTER to manufacture, have
     manufactured, use, import, offer to sell and/or sell LICENSED PRODUCTS
     covered by the '512 PATENT RIGHTS within LICENSED TERRITORY for use within
     LICENSED FIELD. BOARD, through UTMDACC, hereby grants to LICENSEE a
     royalty-bearing, non-exclusive license under LICENSED SUBJECT MATTER to
     manufacture, have manufactured, use, import, offer to sell and/or sell
     LICENSED PRODUCTS covered by the '027 PATENT RIGHTS within LICENSED
     TERRITORY for use within LICENSED FIELD. To the extent a LICENSED PRODUCT
     is covered by both the '512 PATENT RIGHTS and the


                                        4
<PAGE>
     '027 PATENT RIGHTS, the license granted hereunder shall be non-exclusive.
     The foregoing grants are subject to Sections 14.2 and 14.3 hereinbelow, the
     payment by LICENSEE to UTMDACC of all consideration as provided herein, the
     timely payment of all amounts due under any related sponsored research
     agreement between UTMDACC and LICENSEE in effect during this AGREEMENT, and
     is further subject to the following rights retained by BOARD and UTMDACC
     to:

     (a)  Publish the general scientific findings from research related to
          LICENSED SUBJECT MATTER, subject to the terms of Article XI -
          Confidential Information and Publication; and

     (b)  Use LICENSED SUBJECT MATTER relating to the '512 PATENT RIGHTS for
          research, teaching, patient care, and other educationally-related
          purposes. Nothing herein shall be construed as in any way limiting
          UTMDACC's rights under '027 PATENT RIGHTS, including, but not limited
          to, the right to use LICENSED SUBJECT MATTER relating to the '027
          PATENT RIGHTS for any purpose whatsoever.

3.2  LICENSEE may extend the license granted herein to any AFFILIATE provided
     that the AFFILIATE consents in writing to be bound by this AGREEMENT to the
     same extent as LICENSEE. LICENSEE agrees to deliver such contract to
     UTMDACC within thirty (30) calendar days following execution thereof.

3.3  LICENSEE may grant sublicenses under LICENSED SUBJECT MATTER for any lawful
     purpose except that LICENSEE may not grant sublicenses to any entity for
     the identification of biological markers. Sublicenses may be granted
     consistent with the terms of this AGREEMENT provided that LICENSEE is
     responsible for its sublicensees


                                        5
<PAGE>
     relevant to this AGREEMENT, and for diligently collecting all amounts due
     LICENSEE or UTMDACC from sublicensees. If a sublicensee pursuant hereto
     becomes bankrupt, insolvent or is placed in the hands of a receiver or
     trustee, LICENSEE, to the extent allowed under applicable law and in a
     timely manner, agrees to use its best reasonable efforts to collect all
     consideration owed to LICENSEE and to have the sublicense agreement
     confirmed or rejected by a court of proper jurisdiction.

3.4  LICENSEE must deliver to UTMDACC a true and correct copy of each sublicense
     granted by LICENSEE, and any modification or termination thereof, within
     thirty (30) calendar days after execution, modification, or termination.

3.5  If this AGREEMENT is terminated pursuant to Article XIII - Term and
     Termination, BOARD and UTMDACC agree to accept as successors to LICENSEE,
     existing sublicensees in good standing at the date of termination provided
     that each such sublicensee consents in writing to be bound by all of the
     terms and conditions of this AGREEMENT.

                     IV. CONSIDERATION, PAYMENTS AND REPORTS

4.1  In consideration of rights granted by BOARD to LICENSEE under this
     AGREEMENT, LICENSEE agrees to pay UTMDACC each of the following:

     (a)  All out-of-pocket expenses incurred by UTMDACC in filing, prosecuting,
          enforcing and maintaining '512 PATENT RIGHTS, and all such future
          expenses incurred by UTMDACC, for so long as, and in such countries as
          this AGREEMENT remains in effect. UTMDACC will invoice LICENSEE within
          thirty (30) calendar days of the EFFECTIVE DATE for expenses incurred
          as of that time and on a quarterly basis thereafter. The invoiced
          amount for expenses


                                        6
<PAGE>
          incurred prior to the EFFECTIVE DATE will be due and payable by
          LICENSEE within ninety (90) calendar days of invoice. The invoiced
          amounts for expenses incurred after the EFFECTIVE DATE will be due
          within thirty (30) calendar days of invoice; and

     (b)  A non-refundable fee of $10,000 for expenses related to '027 PATENT
          RIGHTS. UTMDACC will invoice LICENSEE within thirty (30) calendar days
          of the EFFECTIVE DATE and payment is due to UTMDACC within ninety (90)
          days of the EFFECTIVE DATE; and

     (c)  A nonrefundable license documentation fee in the amount of $40,000,
          payable in two payments of $20,000. This fee will not reduce the
          amount of any other payments provided for in this ARTICLE IV. UTMDACC
          will invoice LICENSEE for the first payment of $20,000 after the
          AGREEMENT is fully executed by all parties. Said first payment shall
          be due and payable within ninety (90) days of the EFFECTIVE DATE. The
          second payment of $20,000 shall be due and payable to UTMDACC on the
          first anniversary of the EFFECTIVE DATE; and

     (d)  A nonrefundable annual license maintenance fee of $3,000. This
          maintenance fee is due to UTMDACC beginning on the first anniversary
          of the EFFECTIVE DATE and annually thereafter until the first SALE.
          This fee will not reduce any other payment provided for in this
          ARTICLE IV; and

     (e)  A running royalty equal to ***. LICENSEE shall be responsible for
          diligently collecting and paying UTMDACC any royalties due for any
          sublicensee's NET SALES; and


                                        7
<PAGE>
     (f)  Minimum annual royalties of $5,000; and

     (g)  A $50,000 milestone payment upon the first sale of an FDA approved
          product by LICENSEE or any sublicensee that is a LICENSED PRODUCT or
          DERIVED PRODUCT. A first payment of $25,000 shall be due and payable
          within thirty (30) days of LICENSEE's receiving an FDA approval
          notification for the product, and a second payment of $25,000 shall be
          due and payable one (1) year after LICENSEE receives FDA approval
          notification; and

     (h)  An adjusted share of TOTAL SUBLICENSEE CONSIDERATION as defined below,
          wherein the adjusted share shall be calculated by taking *** percent
          (***%) of the TOTAL SUBLICENSEE CONSIDERATION and multiplying the
          result by a fraction comprising the greater of (1) *** or (2) ***,
          divided by ***, e.g., as follows:


                                        8
<PAGE>
         Adjusted                     TOTAL               ***
          share     =   ***   X    SUBLICENSEE    X  -------------
                                  CONSIDERATION           ***

     As used in this Section, TOTAL SUBLICENSEE CONSIDERATION means all
     consideration, other than research and development money and NET SALES,
     received by LICENSEE, from either (i) any sublicensee pursuant to Sections
     3.3 and 3.4, or (ii) any assignee pursuant to Section 12.1, including, but
     not limited to, minimum royalties, up-front payments, bonuses, milestones,
     marketing fees, distribution fees, franchise fees, option fees, license
     fees, documentation fees, and equity securities.

4.2  Unless otherwise provided, all such payments are payable within thirty (30)
     calendar days after March 31, June 30, September 30, and December 31 of
     each year during the term of this AGREEMENT, at which time LICENSEE will
     also deliver to UTMDACC a true and accurate report, giving such particulars
     of the business conducted by LICENSEE and its sublicensees, if any exist,
     during the preceding three calendar months under this AGREEMENT as
     necessary for UTMDACC to account for LICENSEE's payments hereunder. This
     report will include pertinent data, including, but not limited to:

     (a)  the accounting methodologies used to account for and calculate the
          items included in the report and any differences in such accounting
          methodologies used by LICENSEE since the previous report; and


                                        9
<PAGE>
     (b)  a list of LICENSED PRODUCTS produced for the three (3) preceding
          calendar months categorized by the technology it relates to under
          PATENT RIGHTS (including a breakdown of whether the it is covered by
          the '512 PATENT RIGHTS, the '027 PATENT RIGHTS, or both); and

     (c)  the total quantities of LICENSED PRODUCTS produced by the category
          listed in Section 4.2(b); and

     (d)  the total SALES by the category listed in Section 4.2(b); and

     (e)  the calculation of NET SALES by the category listed in Section 4.2(b);
          and

     (f)  the royalties so computed and due UTMDACC by the category listed in
          Section 4.2(b) and/or minimum royalties; and

     (g)  all consideration received by each sublicensee or assignee and
          payments due UTMDACC; and

     (h)  all other amounts due UTMDACC herein.

     Simultaneously with the delivery of each such report, LICENSEE agrees to
     pay UTMDACC the amount due, if any, for the period of such report. These
     reports are required even if no payments are due.

4.3  During the term of this AGREEMENT and for one year thereafter, LICENSEE
     agrees to keep complete and accurate records of its and its sublicensees'
     SALES and NET SALES in sufficient detail to enable the royalties and other
     payments due hereunder to be determined. LICENSEE agrees to permit UTMDACC
     or its representatives, at UTMDACC's expense, to periodically examine
     LICENSEE's books, ledgers, and records during regular business hours for
     the purpose of and to the extent necessary to verify any report required
     under this AGREEMENT. If any amounts due UTMDACC are


                                       10
<PAGE>
     determined to have been underpaid in an amount equal to or greater than
     five percent (5%) of the total amount due during the period so examined,
     then LICENSEE will pay the cost of the examination plus accrued interest at
     the highest allowable rate.

4.4  Within thirty (30) calendar days following each anniversary of the
     EFFECTIVE DATE, LICENSEE will deliver to UTMDACC a written progress report
     as to LICENSEE's (and any sublicensee's) efforts and accomplishments during
     the preceding year in diligently commercializing LICENSED SUBJECT MATTER in
     the LICENSED TERRITORY and LICENSEE's (and sublicensees') commercialization
     plans for the upcoming year.

4.5  All amounts payable hereunder by LICENSEE will be paid in United States
     funds without deductions for taxes, assessments, fees, or charges of any
     kind. Checks are to be made payable to The University of Texas M. D.
     Anderson Cancer Center, and sent by United States mail to Box 297402,
     Houston, Texas 77297, Attention: Manager, Sponsored Programs or by wire
     transfer to:

     BANK ONE TEXAS
     910 TRAVIS
     HOUSTON, TEXAS 77002
     SWIFT: BONEUS44HOU

     ABA ROUTING NO: 111000614
     ACCOUNT NAME:   UNIV. OF TEXAS M. D. ANDERSON CANCER CENTER
     ACCOUNT NO:     1586838979
     REFERENCE:      include title and EFFECTIVE DATE of AGREEMENT and type of
     payment (e.g., license documentation fee, milestone payment, royalty
     [including applicable patent/application identified by MDA reference number
     and patent number or application serial number], or maintenance fee, etc.).

4.6  No payments due or royalty rates owed under this AGREEMENT will be reduced
     as the result of co-ownership of LICENSED SUBJECT MATTER by BOARD and
     another party, including, but not limited to, LICENSEE.


                                       11
<PAGE>
                              V. SPONSORED RESEARCH

5.1  If LICENSEE desires to sponsor research for or related to the LICENSED
     SUBJECT MATTER, and particularly where LICENSEE receives payments for
     sponsored research pursuant to a sublicense under this AGREEMENT, LICENSEE
     (a) will notify UTMDACC in writing of all opportunities to conduct this
     sponsored research (including clinical trials, if applicable), (b) solicit
     research and/or clinical proposals from UTMDACC for this purpose, and (c)
     will give good faith consideration to funding the proposals at UTMDACC.

                           VI. PATENTS AND INVENTIONS

6.1  All decisions regarding prosecution, maintenance and enforcement of PATENT
     RIGHTS shall be within the sole discretion of UTMDACC.

                       VII. INFRINGEMENT BY THIRD PARTIES

7.1  LICENSEE, at its expense, must enforce any patent exclusively licensed
     hereunder against infringement by third parties and is entitled to retain
     recovery from such enforcement. After reimbursement of LICENSEE's
     reasonable legal costs and expenses related to such recovery, LICENSEE
     agrees to pay UTMDACC either: (a) the royalty detailed in Section 4.1(d)
     for any monetary recovery that is for sales of LICENSED PRODUCTS lost due
     to the infringement and related punitive damages; or (b) *** in any
     recovery in which the award is for reasonable royalties. LICENSEE must
     notify UTMDACC in writing of any potential infringement within thirty (30)
     calendar days of knowledge thereof. If LICENSEE does not file suit against
     a substantial infringer within six (6) months of knowledge thereof, then
     BOARD or UTMDACC may, at its sole discretion, enforce any patent licensed
     hereunder on behalf of itself and LICENSEE, with


                                       12
<PAGE>
     UTMDACC retaining all recoveries from such enforcement, and/or reduce the
     license granted hereunder to non-exclusive.

7.2  In any suit or dispute involving an infringer of any PATENT RIGHTS, the
     parties agree to cooperate fully with each other. At the request and
     expense of the party bringing suit, the other party will permit access
     during regular business hours, to all relevant personnel, records, papers,
     information, samples, specimens, and the like in its possession.

                              VIII. PATENT MARKING

8.1  LICENSEE agrees that all packaging containing individual LICENSED
     PRODUCT(S), documentation therefor, and when possible for actual LICENSED
     PRODUCT(S) SOLD by LICENSEE, AFFILIATES, and/or sublicensees of LICENSEE
     will be permanently and legibly marked with the number of any applicable
     patent(s) licensed hereunder in accordance with each country's patent laws,
     including Title 35, United States Code.

                              IX. INDEMNIFICATION

9.1  LICENSEE agrees to hold harmless and indemnify BOARD, SYSTEM, UTMDACC, its
     Regents, officers, employees, students, and agents from and against any
     claims, demands, or causes of action whatsoever, costs of suit and
     reasonable attorney's fees, including without limitation, those costs
     arising on account of any injury or death of persons or damage to property
     caused by, or arising out of, or resulting from, the exercise or practice
     of the rights granted hereunder by LICENSEE, its officers, its AFFILIATES
     or their officers, employees, agents or representatives.

                       X. USE OF BOARD AND UTMDACC'S NAME

10.1 LICENSEE will not use the name of (or the name of any employee of) UTMDACC,
     SYSTEM or BOARD in any advertising, promotional or sales literature, on its
     Web site,


                                       13
<PAGE>
     or for the purpose of raising capital without the advance express written
     consent of BOARD secured through:

     M. D. Anderson Services Corporation
     7505 S. Main, Suite 500, Unit 0525
     Houston, TX 77030
     ATTENTION: Natalie Wright
     Email: nwright@mdanderson.org

     Notwithstanding the above, LICENSEE may use the name of (or name of
     employee of) UTMDACC, SYSTEM or BOARD in routine business correspondence,
     or as needed in appropriate regulatory submissions without express written
     consent.

                  XI. CONFIDENTIAL INFORMATION AND PUBLICATION

11.1 UTMDACC and LICENSEE each agree that all information contained in documents
     marked "confidential" and forwarded to one by the other (i) are to be
     received in strict confidence, (ii) used only for the purposes of this
     AGREEMENT, and (iii) not disclosed by the recipient party (except as
     required by law or court order), its agents or employees without the prior
     written consent of the other party, except to the extent that the recipient
     party can establish competent written proof that such information:

     (a)  was in the public domain at the time of disclosure; or

     (b)  later became part of the public domain through no act or omission of
          the recipient party, its employees, agents, successors or assigns; or

     (c)  was lawfully disclosed to the recipient party by a third party having
          the right to disclose it; or

     (d)  was already known by the recipient party at the time of disclosure; or

     (e)  was independently developed by the recipient without use of the other
          party's confidential information; or


                                       14
<PAGE>
     (f)  is required by law or regulation to be disclosed.

11.2 Each party's obligation of confidence hereunder will be fulfilled by using
     at least the same degree of care with the other party's confidential
     information as it uses to protect its own confidential information, but
     always at least a reasonable degree of care. This obligation will exist
     while this AGREEMENT is in force and for a period of three (3) years
     thereafter.

11.3 UTMDACC reserves the right to publish the general scientific findings from
     research related to LICENSED SUBJECT MATTER, with due regard to the
     protection of LICENSEE's confidential information. UTMDACC will submit the
     manuscript of any proposed publication to LICENSEE at least thirty (30)
     calendar days before publication, and LICENSEE shall have the right to
     review and comment upon the publication in order to protect LICENSEE's
     confidential information. Upon LICENSEE's request, publication may be
     delayed up to sixty (60) additional calendar days to enable LICENSEE to
     secure adequate intellectual property protection of LICENSEE's confidential
     information that would otherwise be affected by the publication.

                                 XII. ASSIGNMENT

12.1 Except in connection with the sale of all of LICENSEE's assets to a third
     party, this AGREEMENT may not be assigned by LICENSEE without the prior
     written consent of UTMDACC, which will not be unreasonably withheld.

                           XIII. TERM AND TERMINATION

13.1 Subject to Sections 13.3, 13.4 hereinbelow, the term of this AGREEMENT is
     from the EFFECTIVE DATE to the full end of the term or terms for which
     PATENT RIGHTS


                                       15
<PAGE>
     have not expired, or if only TECHNOLOGY RIGHTS are licensed and no PATENT
     RIGHTS are applicable, for a term of fifteen (15) years.

13.2 Any time after one (1) year from the EFFECTIVE DATE, BOARD or UTMDACC have
     the right to terminate this license in any national political jurisdiction
     within the LICENSED TERRITORY if LICENSEE, within ninety (90) calendar days
     after receiving written notice from UTMDACC of the intended termination,
     fails to provide written evidence satisfactory to UTMDACC that LICENSEE or
     its sublicensee(s) has commercialized or is actively and effectively
     attempting to commercialize a licensed invention in such jurisdiction(s).
     The following definitions apply to Section 13.2: (a) "commercialize" means
     having SALES in such jurisdiction; (b) "active attempts to commercialize"
     means having an effective, ongoing and active research, development,
     manufacturing, marketing or sales program as appropriate, directed toward
     obtaining regulatory approval, and/or production and/or SALES in any
     jurisdiction, and has provided plans acceptable to UTMDACC, in its sole
     discretion, to commercialize licensed inventions in the jurisdiction(s)
     that UTMDACC intends to terminate.

13.3 Subject to any rights herein which survive termination, this AGREEMENT will
     earlier terminate in its entirety:

     (a)  automatically, if LICENSEE becomes bankrupt or insolvent and/or if the
          business of LICENSEE shall be placed in the hands of a receiver,
          assignee, or trustee, whether by voluntary act of LICENSEE or
          otherwise; or

     (b)  upon thirty (30) calendar days written notice from UTMDACC, if
          LICENSEE breaches or defaults on the payment or report obligations of
          ARTICLE IV, or use of name obligations of ARTICLE X, unless, before
          the end of the such thirty (30)-


                                       16
<PAGE>
          calendar day notice period, LICENSEE has cured the default or breach
          to UTMDACC's satisfaction, and so notifies UTMDACC, stating the manner
          of the cure; or

     (c)  upon ninety (90) calendar days written notice from UTMDACC if LICENSEE
          breaches or defaults on any other obligation under this AGREEMENT,
          unless, before the end of the such ninety (90) calendar-day notice
          period, LICENSEE has cured the default or breach to UTMDACC's
          satisfaction and so notifies UTMDACC, stating the manner of the cure;
          or

     (d)  at any time by mutual written agreement between LICENSEE, UTMDACC or
          BOARD, upon one hundred eighty (180) calendar days written notice to
          all parties and subject to any terms herein which survive termination;
          or

     (e)  if Section 13.2 is invoked; or

     (f)  if LICENSEE has defaulted or been late on its payment obligations
          pursuant to the terms of this AGREEMENT on any two (2) occasions in a
          twelve (12) month period.

13.4 Upon termination of this AGREEMENT:

     (a)  nothing herein will be construed to release either party of any
          obligation maturing prior to the effective date of the termination;
          and

     (b)  LICENSEE covenants and agrees to be bound by the provisions of
          Articles IX (Indemnification), X (Use of Board and UTMDACC's Name) and
          XI (Confidential Information and Publication) of this AGREEMENT; and

     (c)  LICENSEE may, after the effective date of the termination, sell all
          LICENSED PRODUCTS and parts therefor that it has on hand at the date
          of termination, if


                                       17
<PAGE>
          LICENSEE pays the earned royalty thereon and any other amounts due
          pursuant to Article IV of this AGREEMENT; and

     (d)  LICENSEE grants to BOARD and UTMDACC a nonexclusive royalty bearing
          license with the right to sublicense others with respect to
          improvements made by LICENSEE in the LICENSED SUBJECT MATTER. LICENSEE
          and UTMDACC agree to negotiate in good faith the royalty rate for the
          nonexclusive license. BOARD's and UTMDACC's right to sublicense others
          hereunder is solely for the purpose of permitting others to develop
          and commercialize the entire technology package.

                         XIV. WARRANTY: SUPERIOR-RIGHTS

14.1 Except for the rights, if any, of the Government of the United States of
     America as set forth below, BOARD represents and warrants its belief that
     (a) it is the owner of the entire right, title, and interest in and to
     LICENSED SUBJECT MATTER, (b) it has the sole right to grant licenses
     thereunder, and (c) it has not knowingly granted licenses thereunder to any
     other entity that would restrict rights granted hereunder except as stated
     herein.

14.2 LICENSEE understands that the LICENSED SUBJECT MATTER may have been
     developed under a funding agreement with the Government of the United
     States of America and, if so, that the Government may have certain rights
     relative thereto. This AGREEMENT is explicitly made subject to the
     Government's rights under any such agreement and any applicable law or
     regulation, including P.L. 96-517 as amended by P.L. 98-620. To the extent
     that there is a conflict between any such agreement,


                                       18
<PAGE>
     applicable law or regulation and this AGREEMENT, the terms of such
     Government agreement, applicable law or regulation shall prevail.

14.3 LICENSEE understands and agrees that BOARD and UTMDACC, by this AGREEMENT,
     make no representation as to the operability or fitness for any use,
     safety, efficacy, approvablity by regulatory authorities, time and cost of
     development, patentability, and/or breadth of the LICENSED SUBJECT MATTER.
     BOARD and UTMDACC, by this AGREEMENT, also make no representation as to
     whether any patent covered by PATENT RIGHTS is valid or as to whether there
     are any patents now held, or which will be held, by others or by BOARD or
     UTMDACC in the LICENSED FIELD, nor does BOARD and UTMDACC make any
     representation that the inventions contained in PATENT RIGHTS do not
     infringe any other patents now held or that will be held by others or by
     BOARD.

14.4 LICENSEE, by execution hereof, acknowledges, covenants and agrees that
     LICENSEE has not been induced in any way by BOARD, SYSTEM, UTMDACC or
     employees thereof to enter into this AGREEMENT, and further warrants and
     represents that (a) LICENSEE has conducted sufficient due diligence with
     respect to all items and issues pertaining to this AGREEMENT; and (b)
     LICENSEE has adequate knowledge and expertise, or has used knowledgeable
     and expert consultants, to adequately conduct such due diligence, and
     agrees to accept all risks inherent herein.

                                   XV. GENERAL

15.1 This AGREEMENT constitutes the entire and only agreement between the
     parties for LICENSED SUBJECT MATTER and all other prior negotiations,
     representations, agreements and understandings are superseded hereby. No
     agreements altering or


                                       19
<PAGE>
     supplementing the terms hereof will be made except by a written document
     signed by both parties.

15.2 Any notice required by this AGREEMENT must be given by prepaid, first
     class, certified mail, return receipt requested, and addressed in the case
     of UTMDACC to:

     The University of Texas M. D. Anderson Cancer Center
     Office of Technology Commercialization
     7515 S. Main, Suite 490, Unit 0510
     Houston, Texas 77030
     ATTENTION: William J. Doty

     with copy to BOARD:

     BOARD OF REGENTS
     The University of Texas System
     201 West Seventh Street
     Austin, Texas 78701
     ATTENTION: Office of General Counsel

     or in the case of LICENSEE to:
     ProteEx
     4800 Research Forest Drive
     The Woodlands, Texas 77381
     ATTENTION: Joseph Skip Marks

     or other addresses as may be given from time to time under the terms of
     this notice provision.

15.3 LICENSEE must comply with all applicable federal, state and local laws and
     regulations in connection with its activities pursuant to this AGREEMENT.

15.4 LICENSEE covenants and agrees that it will not file any patent applications
     which claim priority, directly or indirectly, to any patent or patent
     application included in PATENT RIGHTS, without the advance express written
     consent of UTMDACC.

15.5 This AGREEMENT will be construed and enforced in accordance with the laws
     of the United States of America and of the State of Texas, without regard
     to its conflict of law


                                       20
<PAGE>
     provisions. The Texas State Courts of Harris County, Texas (or, if there is
     exclusive federal jurisdiction, the United States District Court for the
     Southern District of Texas) shall have exclusive jurisdiction and venue
     over any dispute arising out of this AGREEMENT, and LICENSEE consents to
     the jurisdiction of such courts; however, nothing herein shall be deemed as
     a waiver by BOARD, SYSTEM or UTMDACC of its sovereign immunity.

15.6 Failure of BOARD or UTMDACC to enforce a right under this AGREEMENT will
     not act as a waiver of right or the ability to later assert that right
     relative to the particular situation involved.

15.7 Headings included herein are for convenience only and will not be used to
     construe this AGREEMENT.

15.8 If any part of this AGREEMENT is for any reason found to be unenforceable,
     all other parts nevertheless will remain enforceable.


                                       21
<PAGE>
     IN WITNESS WHEREOF, the parties hereto have caused their duly authorized
representatives to execute this AGREEMENT.

BOARD OF REGENTS OF THE                 PROTEEX, INC.
UNIVERSITY OF TEXAS SYSTEM


By /s/ John Mendelsohn, M.D.            By /s/ Joseph Skip Marks
   ----------------------------------      -------------------------------------
   John Mendelsohn, M.D.                   Joseph Skip Marks
   President                               President
   The University of Texas
   M. D. Anderson Cancer Center         Date: 9/15/03

Date: 10/8/03


THE UNIVERSITY OF TEXAS
M. D. ANDERSON CANCER CENTER


By /s/ Leon Leach
   ----------------------------------
   Leon Leach
   Executive Vice President
   The University of Texas
   M. D. Anderson Cancer Center

Date: 10/8/03


Approved as to Content:


By /s/ William J. Doty
   ----------------------------------
   William J. Doty
   Managing Director, Technology
   Commercialization
   M. D. Anderson Cancer Center

Date: 9/16/03


                                       22
<PAGE>
                                    EXHIBIT I

MDA02-085 (UTSC:764) entitled "Methods and Compositions for Detection of Breast
Cancer".
Inventors: Herbert A. Fritsche and Henry M. Kuerer
Serial No.: 10/236,027
Filing Date: September 5, 2002

MDA03-098 (UTSC:828US) entitled Proteomic Methods for Diagnosis and Monitoring
of Breast Cancer". Inventors: Herbert A. Fritsche, Henry M. Kuerer, Ira L.
Goldknopf and Helen R. Park.
Serial No.: 10/301,512
Filing Date: November 20, 2002


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