EXHIBIT 10.13

                                LICENSE AGREEMENT

            THIS AGREEMENT is made as of the 6th day of May, 2003 by and between
MOLICHEM R&D,  INC., a corporation  organized and existing under the laws of the
State of North Carolina,  having a place of business at 100 Europa Drive,  Suite
421, Chapel Hill, NC 27517 (hereinafter referred to as "LICENSOR"), and MOLICHEM
MEDICINES,  INC., a  corporation  organized  and existing  under the laws of the
State of Delaware,  having a place of business at 100 Europa  Drive,  Suite 421,
Chapel Hill, NC 27517 (hereinafter referred to as "LICENSEE").

                              W I T N E S S E T H:

            WHEREAS,  LICENSOR  is the  owner  of and has the  right  to grant a
license  with  respect to  certain  TECHNOLOGY  (as  hereinafter  defined);  and
WHEREAS,  LICENSOR  is willing to grant to LICENSEE a  non-exclusive  license to
develop,  market, and sell products incorporating the TECHNOLOGY pursuant to the
terms and conditions set forth herein;

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

1.    DEFINITIONS

      (a) "FIELD OF USE" shall mean use of the  TECHNOLOGY  in the  treatment of
septic shock in non-human mammals.

      (b)  "TECHNOLOGY"  shall  mean  the  iron  containing   compounds  Moli56A
(commonly known as DTPA iron (III)) and Moli56B  (commonly known as Ferrioxamine
B) as described in patent 6,465,511 B1, issued October 15, 2002.

      (c) "TERRITORY" shall mean the United States.

2.    GRANT OF LICENSE

      (a)  During the term of this  Agreement,  and  subject  to the  provisions
herein,  LICENSOR hereby grants to LICENSEE a non-exclusive  License to develop,
market,  and sell products

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incorporating  the  TECHNOLOGY  in the  TERRITORY in the FIELD OF USE.  LICENSEE
acknowledges  that this license does not extend to any human  subject use of the
TECHNOLOGY.

      (b) This  Agreement  is personal to the LICENSEE and shall not be assigned
by LICENSEE. LICENSEE shall have no right to grant any sublicenses.

3.    OWNERSHIP AND CONFIDENTIALITY OF TECHNOLOGY

      (a) All of the TECHNOLOGY  which  LICENSOR  discloses to LICENSEE shall be
and remain the property of LICENSOR.  All improvements and developments  thereof
made by LICENSEE shall be the property of LICENSOR.

      (B) LICENSEE'S only right in the TECHNOLOGY shall be to use it pursuant to
the  terms  of  this  Agreement.  LICENSEE  shall  keep  all of  the  TECHNOLOGY
confidential and secret,  and shall not reveal all or any part of the TECHNOLOGY
to any person other than to the officers, directors, consultants or employees of
LICENSEE who need to know about the TECHNOLOGY and are bound by  confidentiality
agreements satisfactory in form and content to the LICENSOR.  Further,  LICENSEE
agrees to notify  LICENSOR  prior to any such  disclosure of the  TECHNOLOGY and
provide  LICENSOR the opportunity to review any such  confidentiality  agreement
and comment on the compliance with this Agreement of any such  disclosure.  This
Paragraph 3(b) shall specifically survive termination of this Agreement.

(C)  LICENSEE,  at any time both  during  and after the term of this  Agreement,
shall  execute all  necessary  documents to affect the intent of this Section 3.
This Paragraph 3(c) shall  specifically  survive  termination of this Agreement.
However, the obligations under this Paragraph shall not apply to such TECHNOLOGY
which is now or may hereafter  come into the public domain  without fault on the
part of LICENSEE or its  employees,  directors or officers.

      (D) LICENSEE,  upon  termination  of this License,  shall promptly give to
LICENSOR  all  material   pertaining  to  the  TECHNOLOGY,   including   copies,
translations and any media in which the

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TECHNOLOGY is contained,  and shall cease all use and sale of the  TECHNOLOGY or
products  incorporating the TECHNOLOGY.  (E) LICENSEE acknowledges that LICENSOR
has not given or made any representation or warranties, express or implied, with
respect to the TECHNOLOGY, and the TECHNOLOGY is being delivered "as is" without
any warranty as to merchantability or fitness for a particular purpose.

4.    LICENSING FEE, ROYALTIES, CONTINUATION PAYMENT AND MILESTONE PAYMENT

            In  consideration  of the  rights  granted  to  LICENSEE  hereunder,
LICENSEE  shall  pay to  LICENSOR  (a) a  licensing  fee of $1.00  per year (the
"Licensing  Fees"),  payable  each year on the  anniversary  of the date of this
Agreement; (b) an annual royalty equal to 6% of net sales of LICENSEE related to
the TECHNOLOGY and  attributable  to this Agreement (the  "Royalties"),  payable
each  year on the  anniversary  of the  date of this  Agreement;  (c) a one time
continuation  payment of $500,000 (the  "Continuation  Payment")  payable on the
first  anniversary of the date of this  Agreement;  and (d) a one time milestone
payment of  $2,000,000  (the  "Milestone  Payment")  within sixty (60) days of a
product  incorporating  the TECHNOLOGY being approved in the FIELD OF USE but in
no event shall such payment be due prior to the first anniversary of the date of
this Agreement.

5.    TERM AND TERMINATION

      (a) This Agreement and the License granted hereunder shall commence on the
date set forth above and shall  remain in effect for a period of ten (10) years,
unless sooner  terminated as provided  herein.

      (B) LICENSOR may, at its option,  terminate  this Agreement if there shall
occur a breach by LICENSEE of any of the terms and  conditions of the Agreement,
including  but not limited to the  following  situations,  and LICENSEE does not
cure the breach within thirty (30) days after receiving written notice thereof:

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            (I)   LICENSEE  takes  any  action  that  could  publicly  damage or
                  reflect adversely on LICENSOR (e.g., an officer or employee of
                  LICENSEE is arrested for criminal activity); or

            (ii)  LICENSEE fails to make payment of Licensing  Fees,  Royalties,
                  the Continuation Payment or the Milestone Payment when due.

      If LICENSEE  cures such defect  within the thirty (30) day cure period and
diligently  pursues  such cure,  the  Agreement  shall  remain in full force and
effect.

      (C) LICENSEE may, at its option,  terminate  this Agreement if there shall
occur a breach by LICENSOR of any of the terms and conditions of this Agreement,
and LICENSOR  does not take  reasonable  steps to cure the breach  within thirty
(30) days after receiving  written notice thereof.  If LICENSOR takes reasonable
steps to cure such defect within the thirty (30) day cure period and  diligently
pursues such cure,  the  Agreement  shall  remain in full force and effect.

      (D) LICENSOR may, at its option, immediately terminate this Agreement upon
the occurrence of any of the following events:

            (i)   upon   information   and  belief  that   LICENSEE  has  become
                  insolvent;

            (ii)  the  placement  of the  assets of  LICENSEE  in the hands of a
                  receiver,  an assignment of assets of LICENSEE for the benefit
                  of creditors or the commencement of any bankruptcy  proceeding
                  for LICENSEE; or

            (iii) the voluntary or involuntary dissolution of LICENSEE.

      (e) The termination of this Agreement for any reason shall not release any
party from any obligation which accrued prior to such termination,  or which, by
its  terms,  is  to  continue  beyond  such  termination.   Notwithstanding  the
foregoing,  LICENSOR's sole remedy for LICENSEE's failure to make payment of the
Continuation Payment or the Milestone Payment due hereunder, in a timely fashion
or within the thirty (30) day

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cure period,  shall be to terminate this Agreement and LICENSEE shall thereafter
have no further obligation to make such payment or payments to LICENSOR.

6.    INFRINGEMENT

            (a) If, at any time  during the term of this  Agreement,  a claim is
asserted or an action is commenced by a third person in which it is alleged that
the TECHNOLOGY infringes upon the property rights of such third person, then the
party  against  whom the claim is  asserted  or the  action is  commenced  shall
promptly notify the other party hereto. At such time or any time thereafter,  if
reasonably asked to do so by LICENSOR,  LICENSEE shall promptly  discontinue use
of the TECHNOLOGY.

      In such an infringement  situation,  LICENSOR shall defend,  indemnify and
hold LICENSEE  harmless from and against any and all demands,  claims,  actions,
liability,  losses, damages, costs or expenses,  including reasonable attorneys'
fees, resulting from LICENSEE'S use of the TECHNOLOGY up until the time LICENSOR
notified LICENSEE to discontinue said activities.

            (b) If LICENSEE  continues to use the  TECHNOLOGY  after it has been
notified by LICENSOR,  pursuant to Section 6(a) hereof, to discontinue such use,
such action shall be  considered a breach of the  Agreement  pursuant to Section
6(a) hereof,  all licenses granted to LICENSEE  hereunder shall  immediately and
automatically  terminate and LICENSOR  shall no longer be obligated to indemnify
and hold  LICENSEE  harmless  from that  point on.  Thereafter,  LICENSEE  shall
indemnify  and hold  LICENSOR  harmless  from and against  any and all  demands,
claims,  actions,  liability,  losses,  damages,  costs or  expenses,  including
reasonable  attorneys'  fees,  arising out of or in connection  with  LICENSEE'S
continued  use  of  the  TECHNOLOGY.  Nevertheless,   LICENSOR'S  obligation  to
indemnify and hold LICENSEE  harmless up until the point of  notification  shall
remain in effect.

            (C) LICENSOR  may handle any claim or defend any action  referred to
in Section  6(a) hereof in its own name,  in the name of LICENSEE or in the name
of both.  LICENSEE shall participate in the handling of any such claim or in the
defense of any such  action at  LICENSOR'S  expense,  if such  participation  is
reasonably  requested  by  LICENSOR.  If  LICENSOR  does not handle any claim or

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defend any action  referred to in Section 6(a) hereof,  LICENSEE  shall have the
right to terminate this Agreement. However, LICENSEE shall not have the right to
handle any such claim or defend any such action.

7.    MISCELLANEOUS

      (a)   NOTICES

All notices and other communications required or permitted hereunder shall be in
writing and

            (i)   when  delivered  by hand,  shall be deemed  effective  when so
                  delivered;

            (ii)  when sent by certified or registered  mail,  postage  prepaid,
                  shall be deemed effective five days after having been sent;

            (iii) when  sent  by  telefax,  with a copy  by  regular  mail or by
                  Federal  Express,  shall  be  deemed  effective  at  the  time
                  indicated on the fax transmission receipt; or

            (iv)  when sent by prepaid cable, telex or telegram, shall be deemed
                  effective one day after having been sent.

      All such notices and other communications shall be addressed as follows:

               If to LICENSOR, to:     Molichem R&D, Inc.
                                       100 Europa Drive
                                       Suite 421
                                       Chapel Hill, North Carolina 27517
                                       Attention: Luis Molina, President

               With copies of all
               correspondence to:      Wyrick Robbins Yates & Ponton LLP
                                       4101 Lake Boone Trail
                                       Suite 300
                                       Raleigh, North Carolina 27607
                                       Attention: W. David Mannheim, Esq.

               If to LICENSEE, to:     Molichem Medicines, Inc.
                                       c/o Gilles Cloutier
                                       100 Chestnut Road
                                       Chapel Hill, North Carolina 27514

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               With copies of all
               correspondence to:      Kaplan Gottbetter & Levenson, LLP
                                       630 Third Avenue
                                       Fifth Floor
                                       New York, New York 10017
                                       Attention: Adam S. Gottbetter, Esq.

            or to such other address as each party shall notify the other.

            (b)         WAIVER, MODIFICATIONS AND AMENDMENTS

                  The failure of either  party to enforce at any time any of the
provisions of this  Agreement or any rights in respect  thereto,  or to exercise
any election  herein  provided,  shall in no way be  considered a waiver of such
provisions, rights or election.

                  This  Agreement  may not be  modified  or amended  except by a
writing signed by both parties hereto.

            (c)         NONENFORCEABILITY

                  If any provision of this Agreement  should be proven  unlawful
or  nonenforceable,  such will not affect the validity or  enforceability of the
remaining provisions.

            (d)         GOVERNING LAW


                  The  construction,  validity and performance of this Agreement
shall  be  governed  in all  respects  by the  laws of the  State of New York in
connection  with any dispute or  controversy  arising out of or relating to this
Agreement,  and both parties  consent to the  jurisdiction  of the United States
District Court for the Southern District of New York or the appropriate New York
State court.

            (e)         ENTIRE AGREEMENT

                  This Agreement  constitutes the entire  agreement  between the
parties  relating to the subject  matter hereof and supersedes any and all prior
agreements, whether written or oral, with respect to the subject matter hereof.


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                        IN WITNESS WHEREOF,  the parties hereto have caused this
Agreement to be executed and  delivered by their  respective  officers as of the
date first above written.

MOLICHEM MEDICINES, INC.                     MOLICHEM R&D, INC.

By: /S/ GILLES CLOUTIER                      By:    /S/ LUIS MOLINA
    ----------------------------------------        ----------------------------
          Name: Gilles Cloutier                     Name: Luis Molina
          Title: President                          Title: President