Unassociated Document


    

      INFORMATION
        MARKED BY [***] HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL
        TREATMENT. THE OMITTED PORTION HAS BEEN SEPARATELY FILED WITH THE SECURITIES
        AND
        EXCHANGE COMMISSION. 

    

    

      EXHIBIT
        10.3

      


      PATENT
        AND TECHNOLOGY LICENSE AGREEMENT

      (as
        Amended)

      


      THIS
        AGREEMENT ("AGREEMENT") is made on this 14th day of February, 2000 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
        ("MDA"), a component Institution of SYSTEM and INEX Pharmaceuticals Corp,
        a
        British Columbia corporation having a principal place of business located
        at 100
        - 8900 Glenlyon Parkway, Glenlyon Business Park, Burnaby, BC, Canada V5J
        5J8
        ("LICENSEE").

       

      RECITALS

       

      	A.  	
              BOARD
                owns certain PATENT RIGHTS and TECHNOLOGY RIGHTS related to LICENSED
                SUBJECT MATTER, which were jointly developed by LICENSEE and
                MDA.

            


       

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

            


       

      	C.  	
              LICENSEE
                wishes to obtain an exclusive license from BOARD to its rights in
                the
                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 herein above ("EFFECTIVE
                  DATE") subject to approval of
                  BOARD.

              


      

       

      II.  DEFINITIONS

       

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

       

      
        	
                2.1

              	
                AFFILIATE
                  means any business entity at least 50% owned by LICENSEE, any business
                  entity which owns at least 50% of LICENSEE, or any business entity
                  that is
                  at least 50% owned by a business entity that owns at least 50%
                  of
                  LICENSEE.

              


      

       

      
        	
                2.2

              	
                LICENSED
                  FIELD means cancer therapy.

              


      

       

      
        	
                2.3

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

              


      

       

      
        	
                2.4

              	
                LICENSED
                  SUBJECT MATTER means inventions and discoveries covered by PATENT
                  RIGHTS
                  or TECHNOLOGY RIGHTS within licensed
                  Field.

              


      

       

      
        	
                2.5

              	
                LICENSED
                  TERRITORY means worldwide.

              


      

       

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      
        	
                2.6 

              	
                NET
                  SALES means the gross revenues received by LICENSEE or SUBLICENSEE
                  from
                  the SALE of LICENSED PRODUCTS 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).

              


      

       

      
        	
                2.7

              	
                PATENT
                  RIGHTS means BOARD'S rights in information or discoveries covered
                  in
                  patents, whether domestic or foreign, and all divisionals, continuations,
                  continuations-in-part, reissues, reexaminations or extensions thereof,
                  any
                  patent document claiming priority therefrom, and any letters patent
                  that
                  issue thereon as defined in Exhibit I attached
                  hereto.

              


      

       

      
        	
                2.8

              	
                SALE,
                  SELL or SOLD shall mean the transfer or disposition of a LICENSED
                  PRODUCT
                  for value to a party other than LICENSEE, SUBLICENSEE, or
                  AFFILIATE.

              


      

       

      
        	
                2.9

              	
                TECHNOLOGY
                  RIGHTS shall mean 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 MDA before the Effective Date
                  relating
                  to the use of liposomal vinca alkaloids which are not covered by
                  PATENT
                  RIGHTS but which are necessary for practicing the inventions covered
                  PATENT RIGHTS.

              


      

       

      III.  LICENSE

       

      
        	
                3.1

              	
                BOARD,
                  through MDA, hereby grants to LICENSEE a royalty-bearing, exclusive
                  license under LICENSED SUBJECT MATTER to manufacture, have manufactured,
                  use and/or SELL LICENSED PRODUCTS within LICENSED TERRITORY for
                  use within
                  LICENSED FIELD and, subject to Paragraph 4.7 herein, will extend
                  to
                  BOARD's undivided interest in any LICENSED SUBJECT MATTER developed
                  during
                  the term of this AGREEMENT and jointly owned by BOARD and LICENSEE.
                  This
                  grant shall be subject to Paragraph 14.2 and 14.3 hereinbelow,
                  the payment
                  by LICENSEE to BOARD of all consideration as provided herein, the
                  timely
                  payment of all amounts due under any Sponsored Research Agreement
                  between
                  MDA and LICENSEE in effect during this AGREEMENT and is further
                  subject to
                  the following rights retained by BOARD and MDA
                  to:

              


      

       

      
        	 	
                (a)

              	
                Publish
                  the general scientific findings from research related to LICENSED
                  SUBJECT
                  MATTER and

              


      

       

      
        	 	
                (b)

              	
                Use
                  LICENSED SUBJECT MATTER for educationally-related research, teaching,
                  patient care, and other purposes.

              


      

       

      Both
        subsections (a) and (b) above are subject to the terms of Article XI -
        Confidential Information and Publication.

       

      
        	
                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.

              


      

       

      
        	
                3.3

              	
                Subject
                  to the Paragraph 3.4 herein below, LICENSEE may grant sublicenses
                  under
                  LICENSED SUBJECT MATTER consistent with the terms of this AGREEMENT
                  provided that LICENSEE is responsible for its sublicensees relevant
                  to
                  this AGREEMENT, and for diligently collecting all amounts
                  due LICENSEE 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.

              


      

       

      
        INFORMATION
          MARKED BY [***] HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL
          TREATMENT. THE OMITTED PORTION HAS BEEN SEPARATELY FILED WITH THE SECURITIES
          AND
          EXCHANGE COMMISSION.

         

      

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

      

      
        	
                3.4

              	
                LICENSEE
                  must deliver to NIDA a true and correct copy of each sublicense
                  granted by
                  LICENSEE, and any modification or termination thereof, within 30
                  days
                  after execution, modification, or
                  termination.

              


      

       

      
        	
                3.5

              	
                When
                  this AGREEMENT is terminated, BOARD and MDA agree to accept as
                  successors
                  to LICENSEE, existing sublicensees in good standing at the date
                  of
                  termination provided that such sublicensees consent 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 MDA the
                  following:

              


      

       

      
        	 	
                (a)

              	
                LICENSEE
                  has been and continues to pay for expenses for future patent issues
                  in
                  filing, prosecuting, enforcing and maintaining PATENT RIGHTS, and
                  all
                  future expenses will be paid by LICENSEE, for so long as, and in
                  such
                  countries as, this AGREEMENT remains in effect. MDA maintains the
                  option
                  to file, prosecute, enforce and maintain patent rights in jurisdictions
                  where LICENSEE elects to avoid patent
                  prosecution.

              


      

       

      
        	 	
                (b)

              	
                non-refundable
                  license documentation fee in the amount of $[***]. This fee will
                  not
                  reduce the amount of any other payment provided for in this ARTICLE
                  IV,
                  and is due and payable within 30 days after the AGREEMENT has been
                  fully
                  executed by all parties and LICENSEE has received an invoice for
                  the
                  amount from MDA;

              


      

       

      
        	 	
                (c)

              	
                A
                  non-refundable annual minimum license fee payable on each anniversary
                  of
                  the Effective Date of US $[***] prior to patent issue, and a
                  non-refundable annual minimum fee of US $[***] if a patent has
                  issued as
                  of said anniversary date. This annual minimum fee will be invoiced
                  by MDA
                  and payable by LICENSEE 30 days from receipt of
                  invoice.

              


      

       

      
        	 	
                (d)

              	
                A
                  running royalty equal to the:

              


      

      
        	 	
                1)

              	
                "Issued
                  Patent" royalty designated below on the applicable portion of NET
                  SALES of
                  LICENSED PRODUCTS in national political jurisdictions in the LICENSED
                  TERRITORY where LICENSED SUBJECT MATTER is covered by 1 or more
                  issued
                  patent(s) or granted/registered
                  patent

              


      

      
        	 	
                2)

              	
                and
                  a running royalty equal to the "Non-issued Patent" royalty designated
                  below on the applicable portion of NET SALES of LICENSED PRODUCTS
                  where
                  LICENSED SUBJECT MATTER is covered by one or more pending patent
                  applications but no issued or granted/registered patent as
                  follows:

              


      

       

      
        INFORMATION
          MARKED BY [***] HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL
          TREATMENT. THE OMITTED PORTION HAS BEEN SEPARATELY FILED WITH THE SECURITIES
          AND
          EXCHANGE COMMISSION. 

         

      

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      ROYALTY
        SCHEDULE

       

      
        	
                Royalty
                  is applied to each portion of Net Sales as follows:

                US
                  $

              
	 	
                $[***]
                  - $[***]

              	
                $[***]
                  - $[***]

              	
                $[***]+

              
	
                Issued
                  Patent

              	
                [***]%

              	
                [***]%

              	
                [***]%

              
	 	 	 	 
	
                Royalty
                  is applied to each portion of Net Sales as follows:

                US
                  $

              
	
                Non-Issued
                  Patent

              	
                [***]%

              	
                [***]%

              	
                [***]%

              


      

      


      In
        the event LICENSEE elected to forego patent prosecution in any given national
        political jurisdiction, MDA may at its option elect to pay for and maintain
        the
        patent in said jurisdiction. In the absence of any other agreement between
        the
        parties about said jurisdiction, if Licensee has Sales in said jurisdiction,
        then LICENSEE will reimburse MDA all patent expenses, 30 days after receipt
        of
        invoice and, in addition, LICENSEE will pay to MDA the royalty identified
        in the
        schedule above and an additional [***]% on Net Sales in each such jurisdiction
        if the patent claims cover the Licensed Subject Matter.

      


      
        	 	
                (e)

              	
                Annual
                  minimum fees paid prior to Sales will not be credited against future
                  royalty payments. Any annual minimum fees made in any given year
                  of Sales
                  will be credited against that year's royalty
                  due.

              


      

       

      4.2 Other
        Considerations:

      (a) The
        calculation of said response rate will include all clinical sites, OTHER
        THAN
        MDA, who employ the Sarris dosing schedule and patient exclusion criteria.
        Phase
        II/III data generated by MDA may be used by INEX as identified in a Sponsored
        Research Agreement, and only excluded from calculation of this milestone
        payment.

      (b) INEX
        will
        work with Drs. Cabanillas and Sarris to identify opportunities for additional
        sponsored research programs.

      


      
        	
                4.3

              	
                All
                  such payments are payable within 30 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 BOARD and
                  MDA a
                  true and accurate report, giving such particulars of the business
                  conducted by LICENSEE and its sublicensees, if any exist, during
                  the
                  preceding three (3) calendar months under this AGREEMENT as necessary
                  for
                  BOARD to account for LICENSEES's payments hereunder. This report
                  will
                  include pertinent data, including, but not limited
                  to:

              


      

       

      (a) the
        total
        quantities of LICENSED PRODUCTS produced; 

      (b) the
        total
        SALES

      (c) the
        calculation of royalties thereon

      (d) the
        total
        royalties or minimum
        royalties
        so
        computed and due MDA; and all other amounts due MDA herein.

      


      
        	
                4.4

              	
                During
                  the Term of this AGREEMENT and for 1 year thereafter, LICENSEE
                  agrees to
                  keep complete and accurate records of its and its sublicensees'
                  SALES and
                  NET SALES of LICENSED
                  PRODUCTS in sufficient detail to enable the royalties payable hereunder
                  to
                  be determined. LICENSEE agrees to permit MDA or its representatives,
                  at
                  MDA's expense, to periodically, but not more than once per calendar
                  year,
                  examine its 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 the amounts due MDA are determined to
                  have been
                  underpaid in an amount equal to or greater than [***]% of the total
                  amount
                  due during the period of time so examined, then LICENSEE will pay
                  the cost
                  of the examination plus the accrued interest at the highest allowable
                  rate.

              


      

       

      
        INFORMATION
          MARKED BY [***] HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL
          TREATMENT. THE OMITTED PORTION HAS BEEN SEPARATELY FILED WITH THE SECURITIES
          AND
          EXCHANGE COMMISSION. 

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
        	
                4.5

              	
                Upon
                  the request of MDA, but not more than one time per calendar year,
                  LICENSEE
                  will deliver to MDA a written progress report as to LICENSEE'S
                  (and
                  sublicensees') 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. This report is not to be construed as a performance
                  obligation.

              


      

       

      
        	
                4.6

              	
                All
                  amounts payable hereunder by LICENSEE shall be payable 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, Box 297402, Houston, Texas 77297, Attention:
                  Manager, Grants and Contracts Accounting and mailed by U.S.
                  mail.

              


      

       

      
        	
                4.7

              	
                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.

              


      

       

      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
                  will give good faith consideration to funding the proposals at
                  MDA.

              


      

       

      VI.  PATENTS
        AND INVENTIONS

       

      
        	
                6.1

              	
                If
                  after consultation with LICENSEE, both parties agree that a patent
                  application should be filed for LICENSED SUBJECT MATTER, BOARD
                  or LICENSEE
                  will prepare and file the appropriate patent applications, and
                  LICENSEE
                  will pay the cost of searching, preparing, filing, prosecuting
                  and
                  maintaining same. If LICENSEE notifies MDA that it does not intend
                  to pay
                  the cost of a patent application or the prosecution or maintenance
                  thereof
                  in a national political jurisdiction, then MDA may file, prosecute
                  or
                  maintain such application, at its own expense, and LICENSEE will
                  have no
                  further rights to such patent application or patent unless LICENSEE
                  is a
                  co-inventor of such, in which case right to practice the invention
                  shall
                  be governed by US Patent Law rules. LICENSEE will provide MDA a
                  copy of
                  the application for which LICENSEE has paid the cost of filing,
                  as well as
                  copies of any documents received or filed during prosecution
                  thereof.

              


      

       

      VII.  INFRINGEMENT
        BY THIRD PARTIES

       

      
        	
                7.1

              	
                LICENSEE,
                  at its expense, has the right to enforce any patent exclusively
                  licensed
                  hereunder against infringement by third parties and is entitled
                  to retain
                  recovery from such enforcement. LICENSEE agrees to pay MDA a royalty
                  on
                  any monetary recovery after recovery of litigation or settlement
                  expenses,
                  if the monetary recovery is for damages or a reasonable royalty
                  in lieu
                  thereof. If LICENSEE does not file suit against a substantial infringer
                  within 6 months of knowledge thereof, then BOARD and MDA may, at
                  their
                  sole discretion, enforce any patent licensed hereunder on behalf
                  of itself
                  and LICENSEE, with MDA retaining all recoveries from such enforcement,
                  and/or reducing the license granted hereunder to
                  non-exclusive.

              


      

      

        INFORMATION
          MARKED BY [***] HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL
          TREATMENT. THE OMITTED PORTION HAS BEEN SEPARATELY FILED WITH THE SECURITIES
          AND
          EXCHANGE COMMISSION. 

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

      

      
        	
                7.2

              	
                In
                  any suit or dispute involving an infringer, 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 to all relevant personnel,
                  records, papers, information, samples, specimens, and the like,
                  during
                  regular business hours.

              


      

       

      VIII.  PATENT
        MARKING

       

      
        	
                8.1 

              	
                LICENSEE
                  agrees that all packaging containing individual LICENSED PRODUCT(S),
                  and
                  documentation therefore, SOLD by LICENSEE, AFFILIATES, and/or sublicensees
                  of LICENSEE will be permanently and legibly marked with the number
                  of the
                  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, MDA, its Regents,
                  officers, employees, students, and agents (collectively the "INDEMNITEES")
                  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 license granted hereunder
                  by
                  LICENSEE, officers, its AFFILIATES or their officers, employees,
                  agents or
                  representatives except in the event of gross negligence on the
                  part of any
                  of the INDEMNITEES. This provision does not apply to any action
                  or
                  omission of any of the INDEMNITEES which is subject to another
                  agreement
                  between the parties or their agents, such as a sponsored research
                  agreement or a clinical trial
                  agreement.

              


      

       

      X.  USE
        OF BOARD AND COMPONENT'S NAME

       

      
        	
                10.1

              	
                LICENSEE
                  will not use the name of (or the name of any employee of) MDA,
                  SYSTEM or
                  BOARD without the advance express written consent of BOARD secured
                  through:

              


      

       

      The
        University of Texas

      M.
        D.
        Anderson Cancer Center 

      Office
        of
        Public Affairs

      1515
        Holcombe Boulevard, Box 229 

      Houston,
        Texas 77030 

      ATTENTION:
        Stephen C. Stuyck

      


      XI.  CONFIDENTIAL
        INFORMATION AND PUBLICATION

       

      
        	
                11.1

              	
                MDA
                  and LICENSEE each agree that all information contained in documents
                  marked
                  "confidential" and forwarded to one by the other (1) 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:

              


      

      

        INFORMATION
          MARKED BY [***] HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL
          TREATMENT. THE OMITTED PORTION HAS BEEN SEPARATELY FILED WITH THE SECURITIES
          AND
          EXCHANGE COMMISSION. 

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

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

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

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

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

      (e)
        was
        independently developed by the recipient; or

      (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.
                  This
                  obligation will exist while this AGREEMENT is in force and for
                  a period of
                  3 years thereafter.

              


      

       

      
        	
                11.3

              	
                MDA
                  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. MDA will submit
                  the
                  manuscript of any proposed publication to LICENSEE at least 30
                  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 60 additional
                  days to enable LICENSEE to secure adequate intellectual property
                  protection of LICENSEE'S confidential information that would be
                  affected
                  by the publication.

              


      

       

      XII.  ASSIGNMENT

       

      
        	
                12.1

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

              


      

       

      XIII.  TERM
        AND TERMINATION

       

      
        	
                13.1

              	
                Subject
                  to Articles 13.2, 13.3 and 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 have not expired, or if only TECHNOLOGY RIGHTS are
                  licensed
                  and no PATENT RIGHTS are applicable, for a term of 15
                  years.

              


      

       

      
        	
                13.2

              	
                Any
                  time after 1 year from the EFFECTIVE DATE, BOARD and MDA have the
                  right to
                  terminate this license in any national political jurisdiction within
                  the
                  LICENSED TERRITORY if LICENSEE, within 90 days after receiving
                  written
                  notice from MDA of the intended termination, fails to provide written
                  evidence satisfactory to MDA that LICENSEE or its sublicensee(s)
                  has
                  commercialized or is actively attempting to commercialize a licensed
                  invention in such jurisdiction(s). The following definitions apply
                  to
                  Section 13.2: (i) "commercialize" means having SALES of LICENSED
                  PRODUCTS
                  incorporating PATENT RIGHTS or incorporating TECHNOLOGY RIGHTS
                  in such
                  jurisdiction; or (ii) “active attempts to commercialize” means ongoing and
                  active research, development, manufacturing, marketing, or sales
                  program
                  as appropriate, directed toward obtaining regulatory approval,
                  and/or
                  production and/or SALES of LICENSED PRODUCTS incorporating PATENT
                  RIGHTS
                  or incorporating TECHNOLOGY RIGHTS in any jurisdiction, and has
                  provided
                  plans acceptable to MDA, in its sole discretion, to commercialize
                  licensed
                  inventions in the jurisdiction(s) that MDA intends to terminate.
                  Parties
                  acknowledge that to the extent LICENSEE is a joint owner of Patent
                  Rights,
                  such termination does not inhibit LICENSEE's right to practice
                  under its
                  undivided interest in the
                  invention.

              


      

       

      
        INFORMATION
          MARKED BY [***] HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL
          TREATMENT. THE OMITTED PORTION HAS BEEN SEPARATELY FILED WITH THE SECURITIES
          AND
          EXCHANGE COMMISSION. 

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
        	
                13.3

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

              


      

       

      
        	 	
                (a)

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

              


      

       

      
        	 	
                (b)

              	
                upon
                  30 days written notice by MDA 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 30 day period, LICENSEE
                  has cured
                  the default or breach and so notifies BOARD, stating the manner
                  of the
                  cure; or

              


      

       

      
        	 	
                (c)

              	
                upon
                  90 days written notice from MDA if LICENSEE breaches or defaults
                  on any
                  other obligation under this AGREEMENT (such written notice to specify
                  such
                  breach or default), unless, before the end of the 90 day period,
                  LICENSEE
                  has cured the default or breach and so notifies BOARD, stating
                  the manner
                  of the cure; or

              


      

       

      
        	 	
                (d)

              	
                at
                  any time by mutual written agreement between LICENSEE, MDA and
                  BOARD, upon
                  130 days written notice to all parties and subject to any terms
                  herein
                  which survive termination; or

              


      

       

      
        	 	
                (e)

              	
                in
                  relevant part under the provisions of Paragraph 13.2 if
                  invoked.

              


      

       

      13.4 If
        this
        AGREEMENT is terminated for any cause:

       

      
        	 	
                (a)

              	
                nothing
                  herein shall be construed to release either party of any obligation
                  matured prior to the effective date of the
                  termination;

              


      

       

      
        	 	
                (b)

              	
                LICENSEE
                  covenants and agrees to be bound by the provisions of ARTICLES
                  IX
                  (indemnification), X (Use of Board and Component's Name) and XI
                  (Confidential Information) of this
                  AGREEMENT;

              


      

       

      
        	 	
                (c)

              	
                LICENSEE
                  may, after the effective date of such termination, SELL all LICENSED
                  PRODUCTS that it has on hand at the date of termination, if LICENSEE
                  pays
                  the earned royalty thereon and any other amounts due pursuant to
                  ARTICLE
                  IV of this AGREEMENT.

              


      

       

      XIV.  WARRANTY:
        SUPERIOR-RIGHTS

       

      
        	
                14.1

              	
                Except
                  for the rights, if any, of the Government of the United States
                  as set
                  forth below, BOARD represents and warrants its belief that (1)
                  it is the
                  owner of an undivided joint right, title, and interest in and to
                  LICENSED
                  SUBJECT MATTER, (2) it has the right to grant an exclusive license
                  to its
                  rights, title and interest thereunder, and (3) it has not knowingly
                  granted licenses thereunder to any other entity that would restrict
                  rights
                  granted hereunder except as stated
                  herein.

              


      

      

        INFORMATION
          MARKED BY [***] HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL
          TREATMENT. THE OMITTED PORTION HAS BEEN SEPARATELY FILED WITH THE SECURITIES
          AND
          EXCHANGE COMMISSION. 

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
        	
                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 Governments 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, 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, by this AGREEMENT, makes no
                  representation as to the operability or fitness for any use, safety,
                  and
                  efficacy, approvability by regulatory authorities, time and cost
                  of
                  development, patentability, and/or breadth of the LICENSED SUBJECT
                  MATTER.
                  BOARD, by this AGREEMENT, also makes no representation as to whether
                  there
                  are any patents now held, or which will be held, by others or by
                  BOARD in
                  the LICENSED FIELD, nor does BOARD 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 anyway by BOARD, SYSTEM, MDA or employees thereof
                  to
                  enter into this Agreement, and further warrants and represents
                  that (i)
                  LICENSEE has conducted sufficient due diligence with respect to
                  all items
                  and issues pertaining to this Agreement; and (ii) 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 supplementing the terms hereof may be made
                  except
                  by a written document signed by both
                  parties.

              


      

       

      
        	
                15.2

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

              


      

       

      
        	 	
                BOARD
                  OF REGENTS

                The
                  University of Texas System

                201
                  West Seventh Street

                Austin,
                  Texas 78701

                ATTENTION:
                  Office of General Counsel

              
	 	 
	
                With
                  copy to

              	
                The
                  University of Texas

                M.D.
                  Anderson Cancer Center

                Office
                  of Technology Development

                1020
                  Holcombe Boulevard, Suite 1405

                Houston,
                  Texas 77030

                ATTENTION:
                  William J. Doty

              


      

       

      
        INFORMATION
          MARKED BY [***] HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL
          TREATMENT. THE OMITTED PORTION HAS BEEN SEPARATELY FILED WITH THE SECURITIES
          AND
          EXCHANGE COMMISSION. 

         

      

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
        	
                Or
                  in the case of LICENSEE to:

              	
                President
                  and CEO

                ATTN:
                  Mr. David J. Main

                INEX
                  Pharmaceuticals Corporation

                100-8900
                  Glenlyon Pkwy

                Burnaby
                  BC

                CANADA
                  V5J5J8

              


      

      


      or
        such
        other address 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

              	
                This
                  AGREEMENT shall be construed and enforced in accordance with the
                  laws of
                  the United States of America and of the State of
                  Texas.

              


      

       

      
        	
                15.5

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

              


      

       

      
        	
                15.6

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

              


      

       

      
        	
                15.7

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

              


      

       

      IN
        WITNESS WHEREOF, parties hereto have caused their duly authorized
        representatives to execute this AGREEMENT.

       

      
        	
                THE
                  UNIVERSITY OF TEXAS

                M.D.
                  ANDERSON CANCER CENTER

              	
                BOARD
                  OF REGENTS OF THE

                UNIVERSITY
                  OF TEXAS SYSTEM

              
	 	 
	 	 
	
                By
                   /s/
                  Michael J. Best   

              	
                By
                   /s/
                  John Mendelsohn, M.D.  

              
	 	 
	
                Michael
                  J. Best

                Associate
                  Vice President

                For
                  Business Affairs

                Date:
                  1-24-00     

              	
                John
                  Mendelsohn, M.D.

                President,
                  M.D. Anderson Cancer

                Center

                Date:
                  2-9-00  

              
	 	 
	
                APPROVED
                  AS TO CONTENT:

              	
                APPROVED
                  AS TO FORM:

              
	 	 
	 	 
	
                By
                   /s/
                  William J. Doty   

              	
                By
                   /s/
                  BethLynn Maxwell  

              
	 	 
	
                William
                  J. Doty

                Director,
                  Technology Development

                Date:
                  01/20/2000  

              	
                BethLynn
                  Maxwell, Esq.

                Office
                  of General Counsel

                Date:
                  14
                  Feb. 00  

              


      

       

      
        INFORMATION
          MARKED BY [***] HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL
          TREATMENT. THE OMITTED PORTION HAS BEEN SEPARATELY FILED WITH THE SECURITIES
          AND
          EXCHANGE COMMISSION. 

         

      

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      
        	
                INEX
                  PHARMACEUTICALS CORPORATION

              
	 
	 
	
                By
                   /s/
                  David J. Main   

              	 
	 	 
	
                Name:
                  David J. Main

                Title:
                  President & CEO

                Date:
                  June
                  14, 2000  

              	 


      

       

      
 

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      EXHIBIT
        I

       

      "The
        Use
        of Liposomal Vincristine in Order to Circumvent Toxicity and Allow
        Administration of Higher Doses of Drug", ID99-061

      Andreas
        H. Sarris, M.D., Ph.D., et al

      


      U.S.
        Patent Application S.N. 601127,444 filed 01-April-99 entitled 

      "Compositions
        and Methods for Treating Lymphoma"

      


      U.S.
        Patent Application S.N. 64/137,194 filed 02-June-99 entitled 

      "Compositions
        and Methods for Treating Lymphoma"