Exhibit
10.3  Confidential treatment has been requested for
portions of this exhibit.  The copy filed
herewith omits the information subject to the confidentiality request.  Omissions are designated as *.  A complete version of this exhibit has been
filed separately with the Securities and Exchange Commission.  AMENDED AND RESTATED LICENSE AGREEMENT  THIS AMENDED AND RESTATED
LICENSE AGREEMENT, dated as of December 31, 2007 (this Agreement), is
entered into by and between AnorMED Corporation (as successor in interest to
AnorMED, Inc.), a company incorporated in Canada and its Affiliates (AnorMED) and
Callisto Pharmaceuticals, Inc., a company organized under the laws of
Delaware and its Affiliates (Callisto).  RECITALS  A.Johnson Matthey Public Limited Company, an
English corporation (JM),
and SmithKline Beecham Corporation, a Pennsylvania corporation (SKB), entered into a
Cooperative Research and Assignment Agreement, dated as of January 11 1990
(the Cooperative
Agreement) for a joint research program regarding the synthesis
of certain non-metal compounds.  B.JM and AnorMED entered into an Asset Transfer
Agreement, dated as of June 28, 1996, whereby JM assigned to AnorMED all
of its right, title, and interest in the Cooperative Agreement, including
valuable patent rights, technical data and information relating to the compound
Atiprimod (a/k/a Azaspiranes).  C.By letter dated November 4, 1996, SKB
terminated the Cooperative Agreement and assigned to AnorMED all of its right,
title, and interest in the Cooperative Agreement, including valuable patent
rights, technical data and information relating to the compound Atiprimod
(a/k/a Azaspiranes).  D.Pursuant to a license agreement by and
between AnorMED and Synergy Pharmaceuticals, Inc. (Synergy) dated as of
August 28, 2002, as amended by Amendment No. 1 to License Agreement
dated as of May 23, 2003 and Amendment No. 2 to License Agreement
dated as of July 8, 2004 (the Original License), AnorMED licensed to
Synergy certain patent rights related to Atiprimod (a/k/a Azaspiranes) and one
patent application (the Jointly
owned patent application).  E.Synergy is now a wholly-owned subsidiary of
Callisto.  F.AnorMED is now a wholly-owned subsidiary of
Genzyme Corporation.  G.The Parties wish to amend and restate the
terms of the Original License as set forth herein.


AGREEMENT  NOW, THEREFORE, the parties
agree as follows:  1.DEFINITIONS  As used herein:  Affiliate shall mean
any company or other business entity controlled by, controlling or under common
control with a party, control being presumed if there is direct or indirect
ownership of at least thirty-three and one-third percent (33 1/3%) (or, if
less, the maximum permitted by applicable law) of the voting stock, equity or
income interest.  Net Sales shall mean
the gross invoiced amount for Final Product sold or otherwise transferred by
Callisto, its Affiliates or its sublicensees less customary deductions taken in
accordance with U.S. generally accepted accounting principles, including:  (a)any trade, cash or quantity discounts
actually allowed;  (b)credits or allowances actually granted upon
claims, rejections, returns or retroactive price adjustments of Final Product
and deductions for bad accounts; and  (c)customs duties and taxes based on gross sales
included in and separately stated on the invoice, as adjusted for rebates and
refunds (but not including taxes assessed on income).  Any final Product sold or
otherwise transferred in other than an arms-length transaction or for other property
(e.g., barter) shall be deemed invoiced at its fair market price in the country
of sale or transfer.  Net Sales shall
exclude (i) the transfer of free samples of Final Product and, prior to
marketing, clinical trial materials and (ii) sales or transfers of Final
Product among Callisto, its Affiliates and its sublicensees unless the
receiving party is the consumer or user of the Final Product; however, the
resale or retransfer of such Final Product to a third party shall be included
in Net Sales.  Final Product shall
mean any pharmaceutical composition approved for sale as a drug in a country in
the Territory by the appropriate agency or governmental body in dosage form
that contains a Licensed Compound and that is packaged and labeled for sale to
the ultimate customer for use in the Licensed Field.  First Commercial Sale shall mean the first arms length transaction, transfer or disposition
for value to a Third Party of a Final Product by or on behalf of Callisto or
its Affiliates or sublicensees in the Territory.  Licensed Compound
shall mean Atiprimod (a/k/a Azaspiranes) and any analogs or derivatives
described in the Patent Rights.  Licensed Field shall
mean the diagnosis, treatment and prevention of disease in humans.


Patent Rights shall
mean AnorMEDs interest in all the patents and patent applications set forth in
Exhibit A attached hereto, together with all divisionals, extensions,
reissues, substitutions, renewals, continuations and foreign counterparts
thereof (including European Supplementary Protection Certificates) and patents
issuing thereon.  Royalty Term shall mean the period commencing upon the First Commercial Sale and
ending upon the later of (i) seven (7) years after First Commercial
Sale or (ii) such time as there is no Valid Claim included in the Patent
Rights in the Territory.  Territory shall mean
all countries of the world.  Valid Claim shall mean either (a) claim of an issued and unexpired patent
included in the Patent Rights that has not been held unenforceable,
unpatentable or invalid in a decision of a court or other governmental agency
of competent jurisdiction, unappealable or unappealed within the time allowed
for appeal, and which has not been admitted to be invalid or unenforceable
through reissue or disclaimer or otherwise or (b) a claim of a pending
patent application included in the Patent Rights that has not been cancelled,
withdrawn, abandoned or rejected in a decision of a court or other governmental
agency of competent jurisdiction, unappealable or unappealed within the time
allowed for appeal; provided, that no more than eight (8) years has passed
since the filing date of such patent application.  2.GRANT OF RIGHTS  2.1Patent
License  Subject to the terms of this
Agreement, AnorMED hereby grants to Callisto an exclusive, royalty-bearing,
sublicensable license under the Patent Rights to develop, make, have made,
manufacture, have manufactured, use, have used, sell, offer to sell, import and
export Final Product in the Territory for the Licensed Field, including the
right to manufacture or have manufactured Licensed Compound for such Final
Product.  Callisto shall not use the
Patent Rights for any purpose other than that described in the preceding
sentence.  2.2Sublicensing
by Callisto  (a)Callisto may sublicense its rights
granted pursuant to Section 2.1.  If
Callisto sublicenses its rights pursuant to Section 2.1 to one or more
third parties that are not an Affiliate of Callisto at the time of such
sublicensing (a Qualifying
Sublicensee), the royalties due to AnorMED from the Qualifying
Sublicensee shall be the same as those set forth in this Agreement.  Notwithstanding the foregoing, Callisto
remains fully responsible for ensuring that the royalty amounts owed to AnorMED
hereunder are paid to AnorMED.  (b)Each sublicense shall be subject to and
consistent with the terms of this Agreement. Callisto shall promptly inform
AnorMED of the execution, scope, amendment of scope, and termination of each
sublicense and the name and address of each sublicensee.  In the event that this Agreement is
terminated, at the request of any Qualifying Sublicensee not in material
default of its obligations under its sublicense, AnorMED shall enter into a
direct license with such Qualifying Sublicensee on the same terms as the
relevant sublicense.


3.UPFRONT PAYMENT
AND ROYALTIES  3.1Upfront
Payment  In partial consideration of
the rights granted herein, Callisto agrees to pay to AnorMED a total of *
Dollars ($*) payable as follows: * Dollars ($*) to be paid within thirty (30)
days after the date of this Agreement (the First Payment) and the remaining * ($*)
to be paid within one hundred twenty (120) days after the date the First
Payment is due  3.2Royalty  In partial consideration of
the license granted herein and the use of AnorMEDs technical information and
know-how in the development of Licensed Product, for any calendar year in which
aggregate annual Net Sales of Final Products in the Territory exceed * Dollars
($*), Callisto shall pay to AnorMED a royalty equal to * percent (*%) of all
Net Sales of Final Product(s) in the Territory in excess of * Dollars ($*)
for all Final Products covered by a Valid Claim included in the Patent Rights
in the Territory during the Royalty Term; provided, however, that, if a Final
Product is not covered by a Valid Claim included in the Patent Rights or after
a Final Product ceases to be covered by a Valid Claim included in the Patent
Rights, Callisto shall pay to AnorMED a royalty equal to * percent (*%) of Net
Sales of such Final Product in the Territory during the Royalty Term.  3.3Payment;
Reports  Beginning after First
Commercial Sale, royalties shall be paid to AnorMED within thirty (30) days
after the end of each calendar quarter by wire transfer to an account designated
by AnorMED.  With each payment, Callisto
shall provide AnorMED with a written report of (a) Net Sales (in local
foreign currency and United States dollars, with applicable exchange rates
pursuant to Section 3.4 noted) and the number of units sold during each
month of such calendar quarter for each Final Product by country and (b) a
calculation of the royalties due thereon and aggregate royalties due.  3.4Currency
Conversion  Royalties shall be
calculated and paid in United States dollars. 
For the purpose of computing the Net Sales made in a currency other than
United States dollars, Callisto shall convert such currency from local currency
to United States dollars on a monthly basis using the average of the relevant
exchange rate published by The Wall Street Journal for the first five (5) days
of the relevant month or, if previously approved in writing by Genzyme, such
other method as is used by Callisto in the ordinary course.  3.5Books and
Records  Callisto shall keep, or
cause to be kept, accurate books and records in sufficient detail to verify the
calculation of royalties and the reports given hereunder and shall retain such
books and records at its principal place of business for at least five (5) years
after the end of the fiscal year to which they pertain.  AnorMED shall have the right, at its expense
and not more frequently than once per calendar year, to have its accountants
and/or auditors examine, during normal


business
hours, the books and records of Callisto, its Affiliates and its sublicensees
relating to the calculation of royalties and reports given hereunder for any
period during which Callisto is to keep the books and records.  If such examination discovers an error in
excess of five percent (5%) for the period under review, Callisto shall
reimburse AnorMED for its reasonable costs of examination.  4.WITHHOLDING  If applicable law requires
the withholding of taxes on amounts paid to AnorMED hereunder, Callisto will
have the right to withhold such taxes; provided that Callisto shall pay the
amount withheld to the proper taxing authority on behalf of AnorMED and shall
promptly secure and send to AnorMED proof evidencing the payment of such
taxes.  Callisto agrees to assist AnorMED
in claiming exemption under any applicable income tax treaty from any such
withholding.  5.DILIGENCE  5.1Responsibilities  Callisto shall be
responsible, at its sole expense, for all development and commercialization
activities related to Licensed Compound and Final Product, including, but not
limited to, preclinical development, clinical trials, regulatory strategy, and
applications for regulatory approval, manufacturing, marketing and sales.  5.2Efforts  Callisto shall use
commercially reasonable and diligent efforts to develop, register, manufacture,
promote, market, distribute and sell Final Product for the Licensed Field
within the Territory.  5.3Reports  In order to inform AnorMED
of the progress of the Atiprimod (a/k/a Azaspiranes) project, Callisto shall
submit to AnorMED, during the term of this Agreement, a brief written report
within three (3) months after the end of each calendar year which covers
the results achieved, the problems encountered and other pertinent information
relating to the development and manufacturing of Final Product.  In addition, Callisto shall report all
material events relating to Licensed Product promptly following their
occurrence.  6.CONFIDENTIALITY;
PRESS RELEASES  6.1Confidential
Information  Except as otherwise provided
in this Article 6, during the term of this Agreement and for a period of
five (5) years thereafter, each party shall keep confidential and not
disclose or use (except as contemplated by this Agreement) any proprietary or
confidential information received from the other party, including any exchanged
under the Original Agreement.  This
restriction shall not apply to any information to the extent it (a) is
already known to the recipient at the time


of
disclosure (as may be verified by the recipients contemporaneous written
records), (b) is or becomes public knowledge through no fault of the
recipient, (c) is received without an obligation of confidentiality from a
third party having the lawful right to disclose same, or (d) was
independently developed or discovered by the recipient without the use of the
information disclosed by the disclosing party (as may be verified by the
recipients contemporaneous written records.  6.2Authorized
Disclosure  Each party may disclose
information received from the other party (a) to third parties under terms
and conditions reasonably similar to those set forth in this Article 6,
for consulting, manufacturing, development, sublicensing, external testing and
marketing trials with respect to Licensed Compound or Final Product or an
investment in a partys capital stock and (b) to the extent such
disclosure is reasonably necessary, in connection with submissions to
regulatory authorities for purposes of this Agreement, filing or prosecuting
patent applications contemplated under this Agreement, prosecuting or defending
litigation, complying with applicable governmental regulations or conducting
preclinical or clinical trials of Licensed Compound or Final Product; provided,
however, that in the event of any proposed disclosure described in clause (b),
the disclosing party will use its reasonable efforts to secure confidential
treatment of the information to be disclosed.  7.ANORMED PATENTS  7.1Prosecution  Callisto shall be fully
responsible for diligently prosecuting and taking reasonable steps required for
maintaining in full force and effect and defending the Patent Rights in the
Licensed Field and Territory.  Maintaining the Patent Rights includes, for example,
directing outside counsel concerning responses to official actions and other
acts of patent prosecution, directing the payment of annuity fees, maintenance
fees, and the like.  Defending the
Patent Rights includes, for example, interference, opposition, and
reexamination proceedings pertaining to patent applications or patents. All
costs incurred up to the date of this Agreement and all costs after the date of
this Agreement, including, but not limited to, outside counsel fees and
expenses, foreign agent fees and expenses, translation, filing, maintenance and
annuity fees as so forth and all costs in connection therewith, shall be the
responsibility of Callisto.  To the extent AnorMED is directly billed for and pays
any of the foregoing costs, Callisto shall reimburse AnorMED for such costs
within thirty (30) days of receipt of an invoice (including the original invoice)
and proof of payment from AnorMED.  If
Callisto shall elect not to prosecute, maintain or defend any Patent Rights in
any country in the Territory, AnorMED shall be entitled to do so at its expense
and Callisto agrees, without charge, to render such reasonable assistance,
execute any documents and do such other acts as may be reasonably necessary in
connection with the prosecution, maintenance or defense of any Patent Rights as
AnorMED may reasonably request. With respect to
filings in the FDA Orange Book (Approved Drug Products with Therapeutic
Equivalence Evaluations) and foreign equivalents for issued patents for a
Licensed Compound or Final Product, Callisto shall be solely responsible at its
sole expense for fulfilling its


obligations under applicable law to list any applicable
Patent Rights in a timely manner and make all applicable filings regarding the
Patent Rights required to be filed by it under applicable law  7.2Third-Party
Infringement  Each party shall promptly
notify the other party in writing of any alleged or threatened infringement of
a patent included in the Patent Rights. 
Callisto shall have the first right, but not the obligation, to take and
control all legal action necessary, at its sole expense, to enforce the Patent
Rights against any infringer in the Licensed Field and Territory that is or
could be adversely impacting its rights hereunder.  If, after sixty (60) days notice from
AnorMED to Callisto, Callisto has not brought a suit or action against such
infringer, then AnorMED shall, in its sole discretion, have the right to take
such legal action as it deems necessary or desirable, at its expense and
Callisto agrees that, if AnorMED takes the foregoing action, Callisto without
charge, will render such reasonable assistance, execute any documents and do
such other acts as may be reasonably necessary in such legal action as AnorMED
may reasonably request.  After
reimbursing the parties for their out-of-pocket costs from any recovery,
including, but not limited to, reasonable attorneys fees, the balance of any
recovery related to such infringement shall be split as follows: fifty percent
(50%) to Callisto and fifty percent (50%) to AnorMED.  7.3Patent
Markings  Callisto shall cause all
Final Product to be marked with applicable Patent Rights in accordance with
applicable patent laws.  8.TRADEMARKS AND
CORPORATE NAME  All trademarks (except the AnorMED
and Genzyme mark) to be utilized by Callisto and/or its Affiliates with Final
Product under this Agreement shall be owned by Callisto and/or its
Affiliates.  Callisto will not use or
reference AnorMEDs, Genzymes or their Affiliates corporate name without the
prior written consent of AnorMED, which such consent may be withheld for any
reason in AnorMEDs sole discretion, unless required by law in which case the
scope and content of such use or reference will be mutually agreed to by the
parties  9.WARRANTIES;
DISCLAIMER; LIMITATION OF LIABILITY  9.1Representations
and Warranties of the Parties  Each party represents and
warrants to the other party that (a) it has full right, power, and
authority to enter into this Agreement and to carry out the provisions hereof
and (b) it has all necessary corporate approvals for its execution,
delivery and performance of this Agreement.  9.2Disclaimer  EXCEPT FOR THE WARRANTIES
SET FORTH IN SECTION 9.1, ANORMED MAKES NO OTHER REPRESENTATIONS OR
WARRANTIES WITH RESPECT TO THE PATENT RIGHTS AND EXPRESSLY DISCLAIMS ANY OTHER
WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF


MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE, PATENTABILITY AND NONINFRINGEMENT OF
INTELLECTUAL PROPERTY RIGHTS OF OTHER PARTIES.  9.3Limitation
of Liability  (a)AnorMED shall have no liability
whatsoever to Callisto or any other person or third party under either this
Agreement or the Original Agreement for or on account of any injury, loss,
damage, of any kind or nature, sustained by, or damage assessed or asserted
against, or any other liability incurred by or imposed upon Callisto or any
other person or third party, arising out of or in connection with or resulting
from (i) Callistos development, manufacturing or commercialization
activities (ii) the development, testing, production, manufacture,
administration, use or sale of any Licensed Compound or Final Product, or the
practice of the Patent Rights, or (iii) any advertising or other
promotional activities with respect to any of the foregoing.  (b)In no event shall AnorMED be liable for
any incidental, special, indirect or consequential damages resulting from any
reason whatsoever.  This exclusion
applies to all legal theories under which damages may be sought.  10.INDEMNIFICATION  Callisto shall indemnify and
defend and hold AnorMED, its officers, directors, employees, agents,
consultants and contractors and their respective successors, heirs and assigns
(the Indemnified
Parties) harmless from and against any third party claim,
action, liability, damage, loss, cost or expense (including reasonable
attorneys fees and expenses of litigation) (Loss) arising from or related to (a) Callistos
activities, actions, or inactions under the Original Agreement or the
Agreement, (b) Callistos practice of the Patent Rights, (c) the
development, testing, production, manufacture, supply, promotion, import, sale
or use of any Licensed Product or Final Product (or any component thereof) by
Callisto or any Affiliate or sublicense under the Original Agreement or this
Agreement including, but not limited to, any personal injury or product liability
matters, or (d) any material breach of this Agreement by Callisto, or (e) the
gross negligence or willful misconduct on the part of Callisto or any Affiliate
or Sublicensee under the Original Agreement or this Agreement.  AnorMED shall promptly notify Callisto of any
such claim or action, allow Callisto to control the defense of such claim or
action and render all reasonable assistance to Callisto in connection with
defending such claim or action.  Callisto
shall secure and maintain insurance commensurate with its obligations under
this Article 10 and consistent with the reasonable standards of the
industry with respect to Final Product. 
Callisto shall provide AnorMED with evidence of such insurance coverage
within ten (10) business days after the date of this Agreement.  11.TERM AND
TERMINATION  11.1Expiration  Unless terminated earlier
pursuant to Section 11.2, 11.3, or 11.4, this Agreement shall expire upon
the expiration of the Royalty Term.  Upon
expiration (but not earlier termination) of


this
Agreement, Callistos license pursuant to Section 2.1 shall become fully
paid-up, royalty-free and nonexclusive and shall survive.  11.2Termination
for Convenience  Callisto may terminate this
Agreement for any reason or no reason on sixty (60) days written notice to
AnorMED.  11.3Insolvency  If either party shall make
an assignment for the benefit of creditors, or if proceedings in voluntary or
involuntary bankruptcy shall be instituted on behalf of or against such party,
or if a receiver or trustee of such partys property shall be appointed, the
other party shall have the right to terminate this Agreement at any time by
written notice to the insolvent party.  11.4Breach  Each party shall have the
right to terminate this Agreement after appropriate written notice to the other
party in the event the other party is in material breach of this Agreement
(including failure to timely pay any amounts due hereunder), unless the other
party cures such breach within ninety (90) days (or thirty (30) days in the
case of failure to pay any amount due) after receipt of notice from the other
party; provided, however, that any such termination shall not release either
party from any obligations accrued prior thereto.  11.5Inventory of
Final Product  Callisto shall have a period
of six (6) months following expiration or termination of this Agreement to
sell any Final Product held in inventory remaining at the date of termination,
subject to the payment of royalties in accordance with Article 3.  11.6Survival  The rights and obligations
of Articles 1, 3, 6, 9, 10 and 12 and Sections 11.1 (second sentence only),
11.5, 11.6 and any accrued obligations shall survive termination or expiration
of this Agreement.  All other rights and
obligations shall not survive termination or expiration.  12.MISCELLANEOUS  12.1Assignment  Neither this Agreement nor
any right or obligation arising hereunder may be assigned or delegated in whole
or in part by either party without the prior written consent of the other
party, except to an Affiliate, successor or a purchaser of all or substantially
all the assets of the party related to this Agreement or to the other party in
a merger, stock purchase or other similar transaction.  Any assignment or delegation that is not
exempted and that is attempted without such consent shall be of no force or
effect.  This Agreement shall be binding
on and inure to the benefit of the successors and permitted assigns of the
parties.


12.2Entire
Agreement; Modification  This Agreement constitutes
the entire understanding between the parties hereto with respect to the subject
matter hereof and supersedes and cancels all prior understandings, obligations,
promises and agreements, including under the Original Agreement (except as
specifically set forth herein). Consistent with the foregoing sentence,
notwithstanding anything in the Original License to the contrary, the Parties
hereby acknowledge and agree that the Original License is hereby terminated as
of the date hereof and is of no further force or effect and that all provisions
of the Original License, including those that expressly or implicitly survive
termination, are hereby superseded by this Agreement effective as of the date
hereof.  No modification or amendment
hereof shall be valid or binding on the parties unless made in writing and duly
executed by the parties.  12.3Notices and
Communications  Any notice or any other
communication required or permitted to be given to a party pursuant hereto
shall be sufficiently given if delivered personally or by facsimile or express
courier service (expenses prepaid) to the address set forth below:  AnorMED:AnorMED Corporation  c/o Genzyme Corporation  500 Kendall Street, Cambridge, MA 02142  Attn:  General Counsel  Callisto:Callisto
Pharmaceuticals, Inc.  420 Lexington Avenue, Suite # 1609  New York, NY 10170  Attn:  CEO  or to such other address as the party shall designate
by written notice given to the other party. 
All notices, information, reports and other communications in connection
with this Agreement shall be in English.  12.4Severability  If any provision of this
Agreement shall be held to any extent invalid or unenforceable, such provision
shall be deemed amended to conform to applicable laws and to accomplish the
intentions of the parties.  12.5Waivers  No waivers of any right
under this Agreement shall be deemed effective unless contained in a writing
signed by the party charged with such waiver, and no waiver of any right
arising


from
any breach or failure to perform shall be deemed to be a waiver of any future
right or of any other right arising under this Agreement.  12.6Counterparts  This Agreement may be
executed in two or more counterparts, each of which shall be deemed an original,
but all of which together shall constitute one and the same instrument.  12.7Review of
Agreement  This Agreement has been
submitted to the scrutiny of both parties and their counsel and shall be given
a fair and reasonable interpretation in accordance with the words hereof,
without consideration or weight being given to its being drafted by or for one
of the parties.  12.8Payments  All payments due under this
Agreement shall be paid in United States dollars and made by wire
transfer.  Any payments that are overdue
shall be charged interest at the rate of one percent (1%) per month.  12.9Compliance
With Law; Export Regulations  In the performance of this
Agreement, each party shall comply with all laws, regulations, rules, orders,
and other requirements, now or hereafter in effect, of governmental authorities
having jurisdiction.  This Agreement is
subject to restrictions concerning the export of information and materials that
may be imposed by a government. 
Accordingly, Callisto agrees that it will not export, directly or
indirectly, any information or materials acquired under this Agreement or any
products utilizing any such information or materials to any country for which a
government or any agency thereof at the time of export requires an export
license or other governmental approval, without first obtaining the written
consent to do so from the appropriate agency of the government when required by
an applicable statute or regulation.  12.10Independent
Contractors  The parties are and shall be
independent contractors.  The
relationship between the parties created by this Agreement shall not constitute
a partnership, joint venture or agency. 
Neither party shall have the authority to make any statements,
representations or commitments of any kind, or to take any action, that shall
be binding on the other party.  12.11Nonsolicitation  During the first three (3) years
after the date of this Agreement, Callisto shall not solicit or seek to induce
any employee of or consultant to AnorMED to terminate his or her relationship
with AnorMED and to seek employment or an independent consulting relationship
with Callisto or any of its Affiliates or sublicensees.


12.12Governing
Law  This Agreement shall be
governed by and construed in accordance with the laws of the Commonwealth of
Massachusetts, United States (regardless of its or any other states choice of
law provisions).  12.13Jurisdiction
and Venue  To the fullest extent permitted by Applicable
Law, any action or proceeding relating in any way to this Agreement may only be
brought and enforced in the state or federal courts located in the City of
Boston, State of Massachusetts, United States, to the extent subject matter
jurisdiction exists therefore, and the Parties irrevocably submit to the jurisdiction
of such courts in respect of any such action or proceeding.  The Parties irrevocably waive, to the fullest
extent permitted by Applicable Law, any objection that they may now or
hereafter have to the laying of venue of any such action or proceeding in such
courts or any claim that any such action or proceeding brought in any such
court has been brought in any inconvenient forum.  Any judgment may be entered in any court
having jurisdiction thereof.  12.14Force
Majeure  Either party shall be excused
from performance under this Agreement to the extent such performance is
prevented because of government action or inaction, war, act of terrorism, fire
explosion, flood, strike, peril of the sea, lockout, embargo, act of God, or
any other cause beyond the control and without the fault or negligence of the
party claiming the force majeure event; provided that the party claiming the
force majeure event has exerted all reasonable efforts to avoid or remedy such
force majeure event.  The excuse for
performance shall continue as long as the force majeure event continues.  Upon the cessation of the force majeure
event, the party claiming the force majeure shall promptly resume performance
under this Agreement.  *         *         *         *         *


IN WITNESS WHEREOF, the
parties have caused this Agreement to be duly executed as of the day and year
first above written.  ANORMED INC.By:
  /s/
  Michael S. WyzgaName:
  Michael
  S. WzygaIts:
  EVP &
  CFO   CALLISTO PHARMACEUTICALS INC.By:
  /s/
  Gary S. JacobName:
  Gary
  S. JacobIts:
  CEO