Exhibit 10.14

                              SUBLICENSE AGREEMENT


       THIS SUBLICENSE  AGREEMENT (this "AGREEMENT") is made effective as of the
23rd  day  of  February,   2004  (the   "EFFECTIVE   DATE"),   between   Houston
Pharmaceuticals,    Inc.,   a   Texas   corporation    ("HPI"),   and   Callisto
Pharmaceuticals, Inc., a Delaware corporation ("CALLISTO").

                                    RECITALS

       WHEREAS,  HPI and Callisto have entered into an Asset Purchase Agreement,
dated  as of the date  hereof  (the  "PURCHASE  AGREEMENT"),  pursuant  to which
Callisto  has  agreed to  purchase  the 784  Patent  Rights  (as  defined in the
Purchase Agreement) from HPI;

       WHEREAS,  HPI holds an exclusive license (subject to certain pre-existing
rights) to use the 412 Patent Rights, as defined below, pursuant to that certain
License Agreement,  dated October 29, 1997, by and between HPI and the Inventors
(as defined below), attached hereto as EXHIBIT A;

       WHEREAS, in connection with the transactions contemplated by the Purchase
Agreement,  Callisto wishes to obtain an exclusive  license  (subject to certain
pre-existing  rights) to use the 412 Patent Rights,  on the terms and subject to
the conditions set forth herein; and

       WHEREAS,  the closing of the  transactions  contemplated  by the Purchase
Agreement is conditioned upon, among other things, the execution and delivery of
this Agreement.

       NOW,  THEREFORE,  for good and  valuable  consideration,  the receipt and
sufficiency of which are hereby  acknowledged,  HPI and Callisto hereby agree as
follows:

                                    AGREEMENT

                                    ARTICLE 1
                                   DEFINITIONS

       1.1    "412 PATENT  RIGHTS"  shall mean (a) that  certain  United  States
Patent   number   5,874,412,    issued   on   February   23,   1999,    entitled
"Bis-Anthracyclines  with high activity against  doxorubicin  resistant tumors,"
(b)  any  and  all  foreign   (including   International)   patents  and  patent
applications that claim priority either directly or indirectly from US 5,874,412
or  US  Provisional  Patent  Application   60/013,869,   (c)  any  provisionals,
substitutions,      divisionals,      reissues,     renewals,     continuations,
continuations-in-part,  substitute applications and inventors' certificates that
claim priority either directly or indirectly from US 5,874,412 or US Provisional
Patent Application  60/013,869,  and (d) any foreign or domestic patents issuing
from any of the foregoing patent applications.

       1.2    "AFFILIATE"  shall  mean  any  corporation  or other  entity  that
controls,  is  controlled  by,  or is under  common  control  with,  a party.  A
corporation  or  other  entity  shall  be  regarded  as in  control  of  another
corporation  or entity if it owns or directly or  indirectly  controls more than
50%  of  the  voting  securities  or  other  ownership  interest  of  the  other
corporation or entity, or if it

<PAGE>


possesses, directly or indirectly, the power to direct or cause the direction of
the management and policies of the corporation or other entity.

       1.3    "LICENSED PROCESS" shall mean any process that is covered in whole
or in part by an issued,  unexpired valid and enforceable claim contained in the
412 Patent Rights.

       1.4    "LICENSED PRODUCT" shall mean any product that is covered in whole
or in part by an issued, unexpired valid and enforceable claim in the 412 Patent
Rights.

       1.5    "NET SALES" shall mean the gross  amounts  received by Callisto or
its  Affiliates  or  Sublicensees  for the sale of  Licensed  Products  to Third
Parties,  less the  following:  (a)  discounts  actually  granted,  (b) credits,
rebates or allowances actually granted upon claims, damaged goods, rejections or
returns of Licensed Products,  including recalls, (c) freight, postage, shipping
and  insurance  charges  actually  allowed  or paid  for  delivery  of  Licensed
Products,  to the extent  billed,  and (d) taxes,  duties or other  governmental
charges  (other than income taxes) levied on,  absorbed or otherwise  imposed on
sales of Licensed Products.

       1.6    "SUBLICENSEE"  shall mean a third party to whom Callisto  grants a
sublicense of certain rights granted to Callisto pursuant to this Agreement.

       1.7    "TERM"  means the period of time  beginning on the date hereof and
ending upon the expiration of the last to expire of the 412 Patent Rights.

       1.8    "THIRD  PARTY" shall mean any entity other than Callisto or HPI or
an Affiliate of Callisto or HPI.

                                   ARTICLE 2
                                     GRANTS

       2.1    LICENSE.  Subject to the terms and  conditions of this  Agreement,
HPI hereby grants to Callisto an exclusive,  world-wide,  royalty-bearing  right
(subject to certain  pre-existing  rights  described  below) to make, have made,
use, lease,  sell and import the Licensed  Products and to practice the Licensed
Processes and the 412 Patent Rights during the Term. Callisto agrees to practice
the license  granted  under this Section 2.1 in accordance  with all  applicable
laws, regulations and governmental guidelines.

       2.2    SUBLICENSE. Subject to the terms and conditions of this Agreement,
HPI hereby  grants to Callisto  an  exclusive  right to enter into  sublicensing
agreements with any other entity for the rights, privileges and licenses granted
hereunder.  Upon any termination of this Agreement,  Sublicensees'  rights shall
also terminate,  subject to Section 8.5 of this  Agreement.  With respect to any
sublicenses granted pursuant to this Section 2.2, Callisto shall (a) include all
of the rights and  obligations  due to HPI or any other party under the terms of
this  Agreement,  and (b) collect and  guarantee  payment of all  payments  due,
directly or indirectly, from Sublicensees to HPI or any other party based on the
terms of this Agreement or any sublicense.

       2.3    PRE-EXISTING RIGHTS. Any rights granted pursuant to this Agreement
are explicitly  made subject to those rights retained by the University of Texas
System pursuant to that certain Assignment,  executed by the University of Texas
System in favor of Waldemar  Priebe,  Jonathan

<PAGE>


B. Chaires, Teresa Przewloka, Izabela Fokt, and Roman Perez-Soler (together, the
"INVENTORS")  on  October  8,  1998 (the  "ASSIGNMENT").  Under the terms of the
Assignment,   the  University  of  Texas  System  and  its  components   hold  a
royalty-free, non-exclusive license to use the 412 Patent Rights in educational,
research and patient-care activities.

                                   ARTICLE 3
                                  CONSIDERATION

       3.1    LICENSE FEE. In  consideration  of the license granted to Callisto
by HPI, Callisto shall pay to HPI the consideration described in Sections 1.3(a)
and 1.3(c) of the Purchase Agreement.

       3.2    ROYALTY. In addition to the consideration  payable to HPI pursuant
to Section  3.1,  Callisto  agrees to pay to HPI a royalty  equal to two percent
(2%) of Net Sales of Licensed Products.

       3.3    MANNER  AND  PLACE  OF  ROYALTY  PAYMENTS.  All  royalty  payments
hereunder shall be payable in U.S.  dollars on a bi-annual  basis,  beginning on
the first day of the sixth calendar month following the first sale of a Licensed
Product.

                                   ARTICLE 4
                     REPRESENTATIONS; WARRANTIES; COVENANTS

       4.1    LICENSING  RIGHTS.  HPI  represents  and warrants  that it has the
legal right to grant the license granted under Section 2 of this Agreement.

       4.2    CORPORATE POWER; DUE  AUTHORIZATION.  Each party hereto represents
and warrants that it is duly  organized,  validly  existing and in good standing
under  the laws of the  state  or other  jurisdiction  of its  incorporation  or
formation and has full power and authority to execute and deliver this Agreement
and to perform its obligations hereunder.

       4.3    BINDING AGREEMENT.  Each party hereby represents and warrants that
this  Agreement  is a valid  obligation  binding upon it and is  enforceable  in
accordance  with its terms.  The  execution,  delivery and  performance  of this
Agreement  by  such  party  does  not  (a)   contravene  or  conflict  with  its
organizational  documents, (b) to its knowledge,  contravene or conflict with or
constitute  a  material  violation  of any  provision  of any  applicable  legal
requirement  binding  upon or  applicable  to such  party or (c)  contravene  or
constitute a default  under any material  contract of the party,  in the case of
each of (a), (b) and (c), except as would not have a material  adverse effect on
such party.

       4.4    DEVELOPMENT AND COMMERCIALIZATION EFFORTS. From and after the date
hereof,  Callisto shall use its commercially  reasonable  efforts to develop and
commercialize  at least one drug candidate  resulting from the 412 Patent Rights
that meet Callisto's criteria for clinical development.  Callisto shall have the
sole ownership in and to any and all intellectual property rights resulting from
Callisto's  development  efforts  (the  "DEVELOPMENTS").  In the event  that HPI
exercises its right to terminate this Agreement  pursuant to Section 6 by reason
of  Callisto's  material  breach  of  this  Section  4.4  or  as a  result  of a
determination  by Callisto's  Board of Directors to abandon its  development and
commercialization efforts with respect to the 412

<PAGE>


Patent Rights, Callisto agrees to grant HPI, on commercially reasonable terms, a
non-exclusive  license  to use  any  of the  Developments  that,  in the  mutual
determination  of Callisto and HPI,  are  necessary to enable HPI to develop and
commercialize any drug candidates resulting from the 412 Patent Rights.

       4.5    ASSIGNMENT OF 412 PATENT  RIGHTS.  From and after the date hereof,
HPI shall use its commercially  reasonable  efforts to facilitate the assignment
of all of the  Inventors  rights,  title and  interest  in and to the 412 Patent
Rights to Callisto on terms mutually  agreed upon by the Inventors and Callisto.
The reasonable  expenses  incurred by HPI while acting  pursuant to this Section
4.5 shall be borne by Callisto;  PROVIDED,  HOWEVER,  that Callisto shall not be
required to  reimburse  HPI for more than  $2,500 in  expenses  pursuant to this
Section 4.5, and HPI shall not be  obligated  to incur any  out-of-pocket  costs
pursuant to this Section 4.5 unless such costs are subject to  reimbursement  by
Callisto.

       4.6    DISCLAIMER  OF  WARRANTIES.  EXCEPT AS EXPRESSLY SET FORTH IN THIS
AGREEMENT, NEITHER PARTY MAKES ANY REPRESENTATION OR WARRANTY TO THE OTHER PARTY
OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING,  WITHOUT LIMITATION, ANY WARRANTY OF
TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

       4.7    INDEMNIFICATION.  Callisto  shall  indemnify,  hold  harmless  and
defend HPI and the Inventors against any and all claims, suits, losses,  damage,
costs, fees, and expenses  resulting from or arising out of Callisto's  exercise
of the  license or any  sublicense  granted  pursuant  to this  Agreement.  This
indemnification shall include, but not be limited to, any product liability.

       4.8    LIMITATION  OF  LIABILITY.  NEITHER  PARTY  SHALL BE  ENTITLED  TO
RECOVER FROM THE OTHER PARTY ANY SPECIAL, INCIDENTAL,  EXEMPLARY,  CONSEQUENTIAL
OR PUNITIVE DAMAGES IN CONNECTION WITH THIS AGREEMENT.

                                   ARTICLE 5
                        PATENT MAINTENANCE; INFRINGEMENT

       5.1    MAINTENANCE.  Callisto shall diligently prosecute and maintain the
United States and foreign  patents and  applications in the 412 Patent Rights at
its sole expense using counsel of its choice.  Callisto  shall provide HPI, upon
request, with copies of all relevant  documentation relating to such prosecution
and HPI shall  keep this  documentation  confidential.  All  patents  and patent
applications  in the 412 Patent Rights shall be assigned solely to the Inventors
(excluding   applications,   such  as   continuation   in   part   applications,
incorporating new matter).

       5.2    INFRINGEMENT.

              (a)    If HPI learns of any  substantial  infringement  of the 412
Patent Rights,  HPI shall so inform  Callisto.  During the Term,  Callisto shall
have  the  right  to  prosecute  in its  own  name  and at its own  expense  any
infringement  of  any of the  412  Patent  Rights.  HPI  or  the  Inventors  may
voluntarily  join such suit and may be  represented  by counsel of their choice,
each at their own expense.  Callisto may not join HPI or the Inventors in a suit
initiated by Callisto

<PAGE>


without such party's prior written consent,  PROVIDED,  HOWEVER,  that if HPI or
the Inventors are  determined by a court to be a necessary or required  party in
any such suit,  then no consent  shall be required.  If, in a suit  initiated by
Callisto,  HPI or the Inventors are involuntarily joined other than by Callisto,
or if HPI or the Inventors are joined  because they are deemed to be a necessary
or required party,  then Callisto will pay the reasonable  costs incurred by HPI
or the  Inventors,  as applicable,  arising out of such suit,  including but not
limited  to, any  reasonable  legal fees of  counsel  that HPI or the  Inventors
select and retain to represent them in the suit.

              (b)    Recoveries  from  actions  brought by Callisto  pursuant to
Paragraph  5.2(a)  shall belong to the  Callisto,  PROVIDED,  HOWEVER,  that the
amount by which such  recoveries  exceed  Callisto's  expenses  for such actions
shall be subject to the royalty in Section 3.2 above as if the net amount of any
such  recovery is  considered to be "Net Sales." In the event that Callisto does
not elect to exercise its right to prosecute an  infringement  on the 412 Patent
Rights  pursuant to this Section 5.2, after written  consent by Callisto,  which
such consent shall not be unreasonably withheld or delayed, HPI may do so at its
own expense,  controlling  such action.  In the event that HPI does not elect to
exercise  its  right to  prosecute  an  infringement  on the 412  Patent  Rights
pursuant to this Section 5.2, then the Inventors may do so at their own expense,
controlling  such action.  Recoveries  from such  actions  brought by HPI or the
Inventors shall belong entirely to HPI or the Inventors, as applicable.

              (c)    Each party  shall  cooperate  with the other in  litigation
proceedings  at the  expense of the party  bringing  suit.  Litigation  shall be
controlled by the party bringing the suit, except that HPI and the Inventors may
be represented by counsel of their choice in any suit brought by Callisto.

                                   ARTICLE 6
                                   TERMINATION

       6.1    TERMINATION BY HPI.

              (a)    If Callisto materially violates any term of this Agreement,
then HPI may give written  notice of default  ("NOTICE OF DEFAULT") to Callisto.
If Callisto fails to cure the default within  forty-five (45) days of the Notice
of Default,  HPI may terminate  this  Agreement and the license  granted  herein
prior to the  expiration  of the Term by a second  written  notice  ("NOTICE  OF
TERMINATION") to Callisto. If a Notice of Termination is sent to Callisto,  this
Agreement  shall  automatically  terminate on the effective date of that notice.
Termination shall not relieve Callisto of its obligation to pay any fees owed at
the time of  termination  and shall not impair any  accrued  right of HPI or the
Inventors.

              (b)    If the Board of  Directors of Callisto  shall  determine to
abandon its  development and  commercialization  efforts with respect to the 412
Patent  Rights,  Callisto  shall  notify  HPI in  writing  within 10 days of the
Board's  determination  and HPI shall have the right to terminate this Agreement
prior to the  expiration  of the Term at any time upon  thirty  (30) days' prior
written notice to Callisto.  Any sublicense of the 412 Patent Rights by Callisto
in accordance  with the terms of this Agreement shall not trigger HPI's right to
terminate  this  Agreement  so long as under the  terms of any such  sublicense,
Callisto retains the right to terminate such sublicense if the Sublicensee fails
to use its commercially reasonable efforts to

<PAGE>


develop and  commercialize  at least one drug  candidate  resulting from the 412
Patent Rights that meets the  Sublicensee's  criteria for clinical  development.
Callisto  shall  promptly  exercise its right to terminate if it learns that any
Sublicensee  of the  412  Patent  Rights  has  failed  to use  its  commercially
reasonable  efforts to develop  and  commercialize  at least one drug  candidate
resulting from the 412 Patent Rights that meets the  Sublicensee's  criteria for
clinical  development and upon such termination,  shall promptly provide written
notice  to HPI (the  "NOTICE").  HPI  shall  have the  right to  terminate  this
Agreement by written notice to Callisto within  forty-five (45) after receipt of
the Notice by HPI.

       6.2    TERMINATION BY CALLISTO.

              (a)    Callisto  shall  have  the  right  at any  time and for any
reason to terminate  this  Agreement  prior to the  expiration  of the Term upon
thirty  (30)  days'  prior  written  notice  to HPI.  Said  notice  shall  state
Callisto's reason for terminating this Agreement.

              (b)    Any  termination  under  Section  6.2(a)  shall not relieve
Callisto of any obligation or liability  accrued under this  Agreement  prior to
termination  or rescind any payment  made to HPI or the  Inventors  or action by
Callisto prior to the time termination becomes effective.  Termination shall not
affect in any  manner  any  rights of HPI or the  Inventors  arising  under this
Agreement prior to termination.

       6.3    EFFECT  OF  TERMINATION.  Within  sixty  (60) days  following  the
expiration  or  termination  of this  Agreement,  each party shall return to the
other party, or destroy,  upon the written  request of the other party,  any and
all  confidential  information  of the other party in its  possession  and shall
provide such other party with written certification to that effect,  executed by
a duly authorized representative of such party.

                                   ARTICLE 7
                                  MISCELLANEOUS

       7.1    ASSIGNMENT.  Except as expressly provided hereunder,  neither this
Agreement nor any rights or  obligations  hereunder may be assigned or otherwise
transferred by either party without the prior written consent of the other party
(which consent shall not be unreasonably  withheld).  The rights and obligations
of the  parties  under this  Agreement  shall be  binding  upon and inure to the
benefit of the successors and permitted  assigns of the parties.  Any assignment
not in accordance with this Agreement shall be void.

       7.2    NOTICES.  All  notices  and  other  communications   provided  for
hereunder shall be in writing and shall be mailed by first-class,  registered or
certified mail,  postage paid, or delivered  personally,  by overnight  delivery
service or by facsimile, with confirmation of receipt, addressed as follows:

       IF TO HPI:                       HOUSTON PHARMACEUTICALS, INC.
                                        4239 Emory Avenue
                                        Houston, TX 77005

       IF TO CALLISTO:

<PAGE>


              Either  party may by like  notice  specify or change an address to
which  notices and  communications  shall  thereafter  be sent.  Notices sent by
facsimile shall be effective upon confirmation of receipt,  notices sent by mail
or overnight delivery service shall be effective upon receipt, and notices given
personally shall be effective when delivered.

       7.3    GOVERNING LAW. This Agreement  shall be governed by, and construed
and enforced in accordance with, the laws of the State of New York,  U.S.A.,  as
such laws apply to  agreements  between New York  residents  performed  entirely
within the State of New York.

       7.4    WAIVER.  Except as  specifically  provided for herein,  the waiver
from time to time by either party of any right or failure to exercise any remedy
shall not operate or be construed  as a  continuing  waiver of the same right or
remedy or of any other of such party's  rights or remedies  provided  under this
Agreement.

       7.5    SEVERABILITY.  In case any  provision of this  Agreement  shall be
invalid, illegal or unenforceable,  the validity, legality and enforceability of
the remaining provisions shall not in any way be affected or impaired thereby.

       7.6    INDEPENDENT CONTRACTORS.  It is expressly agreed that Callisto and
HPI shall be independent  contractors and that the relationship  between the two
parties shall not constitute a partnership, joint venture or agency of any kind.
Neither party shall have the authority to make any  statements,  representations
or commitments of any kind, or to take any action, which shall be binding on the
other party, without the prior written consent of the other party.

       7.7    ENTIRE AGREEMENT;  AMENDMENT. This Agreement sets forth all of the
agreements  and  understandings  between the parties  hereto with respect to the
subject  matter hereof,  and supersedes and terminates all prior  agreements and
understandings  between the parties with respect to the subject  matter  hereof,
other than the Purchase  Agreement.  There are no agreements  or  understandings
with respect to the subject matter hereof,  either oral or written,  between the
parties  other than as set forth  herein.  Except as expressly set forth in this
Agreement,  no subsequent amendment,  modification or addition to this Agreement
shall be binding upon the parties hereto unless reduced to writing and signed by
the respective authorized officers of the parties.

       7.8    HEADINGS.  The captions contained in this Agreement are not a part
of this  Agreement,  but are merely  guides or labels to assist in locating  and
reading the several Articles hereof.

       7.9    COUNTERPARTS.  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.

<PAGE>


       IN WITNESS  WHEREOF,  the parties have executed this  Agreement as of the
date first set forth above.


HOUSTON PHARMACEUTICALS, INC.           CALLISTO PHARMACEUTICALS, INC.


By: /s/ Teresa Priebe                   By: /s/ Gary S. Jacob
    -----------------                       -----------------

Name:   Teresa Priebe                   Name:   Gary S. Jacob
       ------------------------------        --------------------------------

Title:  President                       Title:  Chief Executive Officer
       ------------------------------          ------------------------------