ex10-48.htm


    
        Exhibit
        10.48

        EXECUTION
        VERSION

       

       

    

    LICENSING
      AGREEMENT

     

    Between

     

    IMMTECH
      PHARMACEUTICALS, INC.

     

    AND

     

    PAR
      PHARMACEUTICAL, INC.

     

     

     

    
 

     

    
      
        ****
          Material omitted pursuant to a request for confidential treatment under
          Rule
          24b-2 of the Exchange Act of 1934. Material filed separately with the Securities
          and Exchange Commission.

      

      
        
        

        
          

        

      

      
        
        



    

    
         TABLE
        OF CONTENTS
                Page

      

       

      
        
          	ARTICLE
                  I	
                  DEFINITIONS 

                	
                   1

                
	 	 	 


        

      

      
        	
                 

              	
                1.1

              	
                Definitions 

              	
                1

              


      

      
        	
                 

              	
                1.2

              	
                Certain
                  Rules of Construction 

              	
                6

              


      

       

      
        
          	ARTICLE
                  II	MANAGEMENT
                  OF THE COLLABORATION	
                   6

                
	 	 	 


        

      

      
        	
                 

              	
                2.1

              	
                Steering
                  Committee 

              	
                6

              


      

      
        	
                 

              	
                2.2

              	
                Development
                  Committee 

              	
                8

              


      

      
        	
                 

              	
                2.3

              	
                Commercialization
                  Committee 

              	
                8

              


      

      
        	
                 

              	
                2.4

              	
                Expenses 

              	
                9

              


      

      
        	
                 

              	
                2.5

              	
                Nondisclosure
                  Agreement 

              	
                9

              


      

      
         

        
          
            	ARTICLE
                    III	
                    DEVELOPMENT
                      PROGRAM

                  	
                     9

                  
	 	 	 


          

        

      

      
        	
                 

              	
                3.1

              	
                Immtech
                  Responsibility and Control 

              	
                9

              


      

      
        	
                 

              	
                3.2

              	
                Development
                  Program 

              	
                9

              


      

      
        	
                 

              	
                3.3

              	
                Clinical
                  and Regulatory Approval 

              	
                9

              


      

      
        	
                 

              	
                3.4

              	
                Development
                  Program Funding 

              	
                10

              


      

      
        	
                 

              	
                3.5

              	
                Development
                  Program Reporting 

              	
                10

              


      

      
        	
                 

              	
                3.6

              	
                Post
                  Regulatory Approval 

              	
                10

              


      

      
        	
                 

              	
                3.7

              	
                Future
                  Development Programs 

              	
                10

              


      

      
        
           

          
            
              	ARTICLE
                      IV	
                      LICENSE

                    	
                      11

                    
	 	 	 


            

          

        

      

      
        	
                 

              	
                4.1

              	
                Grant
                  to Par 

              	
                11

              


      

      
        	
                 

              	
                4.2

              	
                Information
                  Transfer 

              	
                11

              


      

      
        	
                 

              	
                4.3

              	
                Agreement
                  Not to Genericize 

              	
                11

              


      

      
        	
                 

              	
                4.4

              	
                New
                  Indication Right of First Offer 

              	
                11

              


      

      
        
           

          
            
              	ARTICLE
                      V	
                      PAYMENTS

                    	
                      12

                    
	 	 	 


            

          

        

      

      
        	
                 

              	
                5.1

              	
                Upfront
                  Payment 

              	
                12

              


      

      
        	
                 

              	
                5.2

              	
                Milestone
                  Payments 

              	
                12

              


      

      
        	
                 

              	
                5.3

              	
                Termination
                  or Adjustment of Royalty 

              	
                14

              


      

      
        	
                 

              	
                5.4

              	
                Payment
                  Procedures 

              	
                14

              


      

       

      
        
          
            
              	ARTICLE
                      VI	MANUFACTURE
                      AND SUPPLY; COMMERCIALIZATION	
                      14

                    
	 	 	 


            

          

        

      

      
        	
                 

              	
                6.1

              	
                Clinical
                  Supplies 

              	
                14

              


      

      
        	
                 

              	
                6.2

              	
                Commercial
                  Supplies 

              	
                15

              


      

      
        
           

          
            
              	ARTICLE
                      VII	
                      CONFIDENTIAL
                        AND TECHNICAL INFORMATION

                    	
                       15

                    
	 	 	 


            

          

        

      

      
        	
                 

              	
                7.1

              	
                Treatment
                  of Confidential Information 

              	
                15

              


      

      
        	
                 

              	
                7.2

              	
                Release
                  from Restrictions 

              	
                16

              


      

      
        	
                 

              	
                7.3

              	
                No
                  Implied Rights 

              	
                16

              


      

      
        	
                 

              	
                7.4

              	
                Survival
                  of Confidentiality Obligations 

              	
                17

              


      

      
        	
                 

              	
                7.5

              	
                Superseding
                  Prior Confidentiality Agreement 

              	
                17

              


      

      
        
           

          
            
              
              

            

            
              -i-

              
                

              

            

            
              
              



            
                 TABLE
                OF CONTENTS
(continued)

                        Page


              

            

          

          
            
              	ARTICLE
                      VIII	
                      PATENT
                        PROSECUTION AND ENFORCEMENT

                    	
                       17

                    
	 	 	 


            

          

        

      

      
        	
                 

              	
                8.1

              	
                Inventions 

              	
                17

              


      

      
        	
                 

              	
                8.2

              	
                Patent
                  Prosecution and Maintenance 

              	
                17

              


      

      
        	
                 

              	
                8.3

              	
                Infringement 

              	
                18

              


      

      
        
           

          
            
              	ARTICLE
                      IX	
                      ADVERSE
                        EXPERIENCES

                    	
                       20

                    
	 	 	 


            

          

        

      

      
        	
                 

              	
                9.1

              	
                Notification 

              	
                20

              


      

      
        	
                 

              	
                9.2

              	
                Reporting 

              	
                20

              


      

      
        	
                 

              	
                9.3

              	
                Literature
                  Reports 

              	
                20

              


      

       

      
        
          
            
              	ARTICLE
                      X	
                      
                        REPRESENTATIONS
                          AND WARRANTIES

                      

                    	
                      20

                    
	 	 	 


            

          

        

      

      
        	
                 

              	
                10.1

              	
                Representations
                  and Warranties 

              	
                20

              


      

       

      
        
          
            
              	ARTICLE
                      XI	
                      
                        INDEMNIFICATION
                          AND LIMITATION ON LIABILITY

                      

                    	
                       22

                    
	 	 	 


            

          

        

      

      
        	
                 

              	
                11.1

              	
                Indemnification
                  by Immtech 

              	
                22

              


      

      
        	
                 

              	
                11.2

              	
                Indemnification
                  by Par 

              	
                22

              


      

      
        	
                 

              	
                11.3

              	
                Notice
                  and Procedures 

              	
                22

              


      

      
        	
                 

              	
                11.4

              	
                Limitation
                  of Damages 

              	
                23

              


      

       

      
        
          
            
              	ARTICLE
                      XII	
                      
                        TERM
                          AND TERMINATION

                      

                    	
                       23

                    
	 	 	 


            

          

        

      

      
        	
                 

              	
                12.1

              	
                Term 

              	
                23

              


      

      
        	
                 

              	
                12.2

              	
                Termination
                  for Breach 

              	
                23

              


      

      
        	
                 

              	
                12.3

              	
                Termination
                  for Bankruptcy 

              	
                23

              


      

      
        	
                 

              	
                12.4

              	
                Failure
                  to Meet Development Milestones 

              	
                24

              


      

      
        	
                 

              	
                12.5

              	
                Effect
                  of Termination 

              	
                24

              


      

      
        	
                 

              	
                12.6

              	
                Surviving
                  Rights 

              	
                25

              


      

      
        	
                 

              	
                12.7

              	
                Accrued
                  Rights and Surviving Obligations 

              	
                25

              


      

       

      
        
          
            
              	ARTICLE
                      XIII	
                      
                        MISCELLANEOUS

                      

                    	
                       25

                    
	 	 	 


            

          

        

      

      
        	
                 

              	
                13.1

              	
                Entire
                  Agreement; Modification 

              	
                25

              


      

      
        	
                 

              	
                13.2

              	
                Assignment 

              	
                25

              


      

      
        	
                 

              	
                13.3

              	
                Performance
                  by Affiliates 

              	
                25

              


      

      
        	
                 

              	
                13.4

              	
                Notices 

              	
                25

              


      

      
        	
                 

              	
                13.5

              	
                Dispute
                  Resolution 

              	
                26

              


      

      
        	
                 

              	
                13.6

              	
                Governing
                  Law; Waiver of Jury Trial 

              	
                26

              


      

      
        	
                 

              	
                13.7

              	
                Force
                  Majeure 

              	
                27

              


      

      
        	
                 

              	
                13.8

              	
                Independent
                  Contractors 

              	
                27

              


      

      
        	
                 

              	
                13.9

              	
                Severability;
                  Waiver 

              	
                27

              


      

      
        
          	
                   

                	
                  13.10

                	
                  Further
                    Actions

                	
                  27

                


        

      

      
        
          	
                   

                	
                  13.11

                	
                  Cumulative
                    Rights

                	
                  27

                


        

        
          
            	
                     

                  	
                    13.12

                  	
                    Counterparts

                  	
                    28

                  


          

        

      

       

       

      
        
          
          

        

        
          -ii-

          
            

          

        

        
          
          

        

        
          LICENSE
            AGREEMENT

           

          This
            License Agreement (the “Agreement”) is made and
            entered into as of June 11, 2007 (the “Effective Date”), by and
            between Immtech Pharmaceuticals, Inc., a Delaware corporation
            with its principal place of business at 150 Fairway Drive, Vernon Hills,
            IL
            60061 (“Immtech”), and Par Pharmaceutical,
            Inc., a Delaware corporation having a principal place of business
            at
            300 Tice Boulevard, Woodcliff Lake, New Jersey 07677
            (“Par”).  Immtech and Par may be referred to herein
            individually as a “Party”, or collectively as the
“Parties”.

           

          Recitals

           

          Whereas,
            Immtech has expertise developing and commercializing pharmaceutical products
            for
            infectious diseases and has developed and owns certain proprietary technology
            and know-how relating to the design and manufacture of the Product (as
            defined
            in Section 1.1); and

           

          Whereas,
            Par has expertise in developing, manufacturing and marketing certain
            pharmaceutical products and wishes to develop and market the Product
            as further
            described herein, and Immtech agrees to grant Par the rights to do so
            pursuant
            to the terms of this Agreement.

           

          Now,
            Therefore, in consideration of the foregoing and the covenants
            and promises contained herein, the Parties hereby agree as follows:

           

          ARTICLE
            I



          DEFINITIONS

           

          1.1           Definitions.  For
            the purposes of this Agreement, the following defined terms have the
            respective
            meanings set forth below:

           

          “Affiliate”
            means with respect to a Party, any other entity that directly or indirectly
            controls, is controlled by, or is under common control with, such
            Party.  An entity or party shall be regarded as in control of another
            entity if it owns, or directly or indirectly controls, at least fifty
            percent
            (50%) of the voting stock or other ownership interest of such entity,
            or if it
            directly or indirectly possesses the power to direct or cause the direction
            of
            the management and policies of the other entity by any means
            whatsoever.

           

          “cGMP”
            means the regulatory requirements for current good manufacturing practices
            promulgated by the FDA under the U.S. Food, Drug and Cosmetic Act and
            the
            regulations promulgated thereunder, particularly 21 C.F.R. Section 210
            et seq.,
            as the same may be amended from time to time.

           

          “ClinicalSupplies”
            means supplies of the Product, manufactured, packaged and labeled in
            compliance
            with cGMP, in such form and dosage as is determined by Immtech pursuant
            to
            the

           


          
            
              ****
                Material omitted pursuant to a request for confidential treatment
                under Rule
                24b-2 of the Exchange Act of 1934. Material filed separately with
                the Securities
                and Exchange Commission.

              
              

            

            
              1

              
                

              

            

            
              
              

            

          

          Development
            Program, and suitable for use in the conduct of pre-clinical and/or human
            clinical trials of the Product in the United States by the Parties pursuant
            to
            the Development Program.

           

          “Commercialization”
            means the marketing, promotion, advertising, selling and/or distribution
            of the
            Product in the United States after Regulatory Approval has been obtained;
            and
            the term “Commercialize” has a corresponding
            meaning.

           

          “Commercially
            Reasonable Efforts” means the efforts and resources that would
            reasonably be used (including the promptness with which such efforts
            and
            resources would be applied) in the pharmaceutical industry for the diligent
            development, manufacture or commercialization of a pharmaceutical product
            of
            similar market and profit potential and at a similar stage in development
            or
            product life as compared to the Product; and the term “Commercially
            Reasonable” has a corresponding meaning.

           

          “Confidential
            Information” means information of a Party that is disclosed to or
            obtained by the other Party (including information obtained by a Party
            as a
            result of access to the facilities of the other Party) either prior to
            or during
            the term of this Agreement, which information (a) is non-public, confidential
            or
            proprietary in nature, including trade secrets, financial data, product
            information, manufacturing methods, market research data, marketing plans,
            identity of customers, nature and source of raw materials, product formulation
            and methods of producing, testing and packaging, and (b) relates to the
            disclosing Party’s past, present or future research, development or
            Commercialization activities; provided, however, that Confidential
            Information shall not include information that a Party can demonstrate
            by
            written evidence:  (i) is in the public domain other than as a result
            of a breach by such Party (or any of its Affiliates) of its obligations
            of
            confidentiality contained herein; (ii) was known by the receiving Party
            prior to
            receipt from the disclosing Party; (iii) has been developed by the receiving
            Party independent of any Confidential Information of the other Party;
            or (iv)
            was subsequently, lawfully and in good faith obtained by the receiving
            Party on
            a non-confidential basis from a Third Party that was not under an obligation
            to
            treat such information in a confidential manner and had a lawful right
            to make
            such disclosure.  Without limiting the foregoing, the terms of this
            Agreement, including the Development Program, shall constitute “Confidential
            Information” hereunder.

           

          “Development
            Committee” has the meaning set forth Section 2.2.

           

          “Development
            Costs” means [****].

           

          “Development
            Program” means the activities associated with development of the
            Product for sale, including, but not limited to, (a) manufacture and
            formulation
            of the Product for preclinical and clinical studies; (b) planning,
            implementation, evaluation and administration of human clinical trials;
            (c)
            manufacturing process development and scale-up for the manufacture of
            the
            Product; (d) preparation and submission of applications for Regulatory
            Approval;
            and (e) post-market surveillance of approved drug Indications.

           


          
            
              ****
                Material omitted pursuant to a request for confidential treatment
                under Rule
                24b-2 of the Exchange Act of 1934. Material filed separately with
                the Securities
                and Exchange Commission.

              
              

            

            
              2

              
                

              

            

            
              
              

            

          

          “Direct
            Cost” means the [****].

           

          “Effective
            Date” means the date set forth in the introductory
            paragraph.

           

          “FDA”
            means The Food and Drug Administration of the United States Department
            of Health
            and Human Services, or any successor agency(ies) thereof performing similar
            functions.

           

          “Immtech
            Know-How” means all Know-How Owned or Controlled by Immtech as of the
            Effective Date or Owned or Controlled by Immtech after the Effective
            Date that
            relates to or arises out of Immtech’s proprietary technology that is used in the
            development, manufacture, use or sale of the Product.

           

          “Immtech
            Patents” means any Patents Owned or Controlled by Immtech or any of its
            Affiliates or under which Immtech or any of its Affiliates acquires proprietary
            technology that is used in the development, manufacture, use or sale
            of the
            Product, a list of which is appended hereto as Schedule 1.1 and will be
            updated periodically by Immtech to reflect additions thereto.

           

          “Immtech
            Patent Right” means all United States and foreign Patents (including
            all reissues, extensions, substitutions, confirmations, re-registrations,
            re-examinations, revalidations and patents of addition) and patent applications
            (including, without limitation, all continuations, continuations-in-part
            and
            divisions thereof) in each case, claiming an invention which is necessary
            or
            useful for the design, development, testing, use, manufacture or sale
            of the
            Product, and which are Owned or Controlled by Immtech.

           

           “Immtech
            Technology” means all Immtech Patents, all Immtech Know-How and all
            Immtech Patent Rights.

           

          “Indication”
            means the approved therapeutic uses for the Product.

           

          “Initial
            Commercial Sale” means the first sale of the Product by Par or an
            Affiliate in the Territory following Regulatory Approval of the
            Product.

           

          “Invention”
            means any new invention or discovery learned, conceived and/or
            reduced
            to practice by Par, its Affiliates or their related employees, or jointly
            by
            such an individual or individuals with one or more employees of Immtech
            or a
            Third Party, and that is related to pafuramidine.

           

          “Know-How”
            means all ideas, inventions, instructions, techniques, processes, methods,
            products, materials, compositions, data, formulas, expert opinions and
            information, including, without limitation, biological, chemical,
            pharmacological, toxicological, pharmaceutical, physical and analytical,
            clinical, safety, manufacturing and quality control data and information,
            in
            each case, and including any such information lawfully obtained from
            a Third
            Party without restriction on disclosure to Par, which are necessary or
            useful
            for, and are specific to use, utilization, or sale of the Product.

           


          
            
              ****
                Material omitted pursuant to a request for confidential treatment
                under Rule
                24b-2 of the Exchange Act of 1934. Material filed separately with
                the Securities
                and Exchange Commission.

              
              

            

            
              3

              
                

              

            

            
              
              

            

          

          “Net
            Sales” means [****].

           

          “New
            Licensing Agreement” has the meaning set forth in Section
            4.4(a).

           

          “NDA”
            means the New Drug Application and all amendments and supplements thereto
            for
            the Product filed by Immtech with the FDA, including all documents, data,
            and
            other information concerning the Product that are necessary for gaining
            Regulatory Approval to market and sell the Product.

           

          “Owned
            or Controlled by” means the possession of the unencumbered right to
            grant the license to Par as provided herein.

           

          “Patents”
            means all existing and future patents and patent applications, including
            without
            limitation any continuations, continuations-in-part, divisions, provisionals
            or
            any substitute applications, any patent issued with respect to any such
            patent
            applications, any reissue, reexamination, renewal or extension (including
            any
            supplemental patent certificate) of any such patent, and any confirmation
            patent
            or registration patent or patent of addition based on any such patent,
            and all
            foreign counterparts of any of the foregoing claiming an invention that
            is
            necessary or useful for the design, development, testing, use, manufacture
            or
            sale of the Product.

           

          “PCP”
            means pneumocystis carinii pneumonia (also known as pneumocystis jiroveci
            pneumonia).

           

          “Phase
            III Clinical Trials” means that portion of the Development Program that
            provides for large scale, pivotal, clinical studies that (a) are conducted
            in a
            number of patients that is intended to be sufficient to obtain a definitive
            evaluation of the therapeutic efficacy and safety of a Product in patients
            for a
            given Indication as required by 21 C.F.R. §312.21(c) and (b) that are needed to
            evaluate the overall risk-benefit relationship of the Product and to
            provide
            adequate basis for obtaining requisite Regulatory Approvals.

           

          “Positive
            Phase III Clinical Trials” means the full and final analysis of a Phase
            III Clinical Trial in which (i) the primary outcome protocol variables
            reach
            statistical significance to the level defined in the study protocol or
            related
            statistical analysis plan and (ii) it is determined that there are no safety
            issues preventing commercialization of the Product.

           

          “Product”
            means a finished dosage form for sale in the Territory, that (i) contains
            pafuramidine as the active ingredient, (ii) is approved by the FDA for
            the
            treatment of PCP in patients with a diagnosis of HIV/AIDs and (iii) is
            ready for
            administration to the ultimate consumer as a pharmaceutical; provided,
            however,
            that the term Product shall specifically exclude future indications of
            pafuramidine, except those related to PCP.

           

          “Product
            Studies” means clinical studies, pre-clinical studies, safety studies,
            epidemiological studies, modeling and pharmacoeconomic studies, in each
            case
            including any ancillary or incidental development, investigation or research
            schemes pertaining thereto, that are designed (a) to support Regulatory
            Approval
            for the Product or (b) to support publications,

           


          
            
              ****
                Material omitted pursuant to a request for confidential treatment
                under Rule
                24b-2 of the Exchange Act of 1934. Material filed separately with
                the Securities
                and Exchange Commission.

              
              

            

            
              4

              
                

              

            

            
              
              

            

          

          promotional
            and educational activities, future labeling changes or new Indications
            for
            pafuramidine.

           

          “Program
            Developments” means all inventions, discoveries, Patent Rights,
            Know-How, copyrights and works of authorship that are made, developed,
            created,
            conceived or reduced to practice in connection with or relating to the
            Development Program or Commercialization during the term of this Agreement,
            regardless of whether the invention, discovery, Know-How, or work is
            patentable
            and regardless of whether it was made solely by an employee or agent
            of Par,
            solely by an employee or agent of Immtech, or jointly by Par and
            Immtech.

           

          “Proprietary
            Information” means all Know-How and other scientific, clinical,
            regulatory, marketing, financial, and commercial information or data,
            whether
            communicated in writing, verbally, or electronically, which is provided
            by one
            party to the other party in connection with this Agreement, including
            any
            information related to Patents.

           

          “Regulatory
            Approval” means approval by the FDA to market the Product in the United
            States, including the issuance by the FDA of an action letter indicating
            the
            approval of the NDA and the manufacturing processes and facilities for
            commercial supplies of the Product.

           

          “Representative”
            has the meaning set forth in Section 7.1.

           

          “Royalty
            Period” shall have the meaning set forth in Sections 5.2 and
            5.3.

           

          “Selling
            Unit” means 28 tablets of the Product.

           

          “Territory”
            means the United States of America and all of its territories and
            protectorates.

           

          “Term”
            means the period commencing from the Effective Date and ending upon termination
            of this Agreement under Article XII.

           

          “Third
            Party” means any person or entity that is not a party to this
            Agreement.

           

          “Transfer
            Price” means [****].

           

          1.2           Certain
            Rules of Construction.

           

                                (a)           As
            used in this Agreement, unless the context otherwise requires: Section,
            Schedule, Article and Exhibit references are intended to refer to this
            Agreement; words describing the singular number shall include the plural
            and
            vice versa; words denoting any gender shall include all genders; words
            denoting
            natural persons shall include corporations, partnerships and other entities,
            and
            vice versa; the words "hereof", "herein" and "hereunder", and words of
            similar
            import, shall refer to this Agreement as a whole, and not to any particular
            provision of this Agreement; the term "include" and derivations thereof
            are not
            intended to apply any limitation to the item(s) specified; and terms
            such as
            lessee, lessor, lease, landlord, tenant,

           


          
            
              ****
                Material omitted pursuant to a request for confidential treatment
                under Rule
                24b-2 of the Exchange Act of 1934. Material filed separately with
                the Securities
                and Exchange Commission.

              
              

            

            
              5

              
                

              

            

            
              
              

            

          

          licensor,
            licensee and license will be interpreted broadly to refer also to sub-leasing
            or
            sub-licensing arrangements and/or the parties thereto.

           

                                (b)           This
            Agreement is between financially sophisticated and knowledgeable parties
            and is
            entered into by the parties in reliance upon the economic and legal bargains
            contained herein, the language used in this Agreement has been negotiated
            by the
            parties hereto and shall be interpreted and construed in a fair and impartial
            manner without regard to such factors as the party who prepared, or caused
            the
            preparation of, this Agreement or the relative bargaining power of the
            parties.

           

          ARTICLE
            II


           

          MANAGEMENT
            OF THE COLLABORATION

           

          2.1           Steering
            Committee.

           

          (a)           Establishment.  The
            Parties hereby establish a Steering Committee consisting of six (6) members,
            three (3) of whom shall be Par designees and three (3) of whom shall
            be Immtech
            designees.  Each of the Steering Committee members shall have
            appropriate expertise to oversee the Parties’ performance of this
            Agreement.  The initial Steering Committee members shall be designated
            by each Party within one week after the Effective Date.  Each Party
            shall have the right at any time and from time to time to designate a
            replacement, on a permanent or temporary basis, for any or all of its
            previously-designated members of the Steering Committee.  At the
            beginning of each calendar year during the Term, each Party shall appoint
            one of
            its designees to serve as a Co-Chair of the Steering Committee.  The
            initial Co-Chairs shall be designated by each Party within one week after
            the
            Effective Date.

           

          (b)           Meetings
            and Procedures.

           

          (i)             The
            Steering Committee shall meet at least once per calendar quarter, and
            more
            frequently at the request of either Party or as required to resolve disputes,
            disagreements or deadlocks, on such dates, and at such places and times,
            as the
            Parties shall agree; provided, however, that the Parties shall use
            their Commercially Reasonable Efforts to cause the first meeting of the
            Steering
            Committee to occur within thirty (30) days after the Effective
            Date.  The two Co-Chairs shall cooperate to send a notice and agenda
            for each meeting of the Steering Committee to all members of the Steering
            Committee reasonably in advance of the meeting.  The location of
            regularly-scheduled Steering Committee meetings shall alternate between
            the
            offices of the Parties, unless otherwise agreed.  The members of the
            Steering Committee also may convene or be polled or consulted from time
            to time
            by means of telephone conference, video conference, electronic mail or
            correspondence and the like, as deemed necessary or appropriate by the
            Co-Chairs.  The Party hosting any Steering Committee meeting shall
            appoint one person (who need not be a member of the Steering Committee)
            to
            attend the meeting and record the minutes of the meeting in
            writing.  Such minutes shall be circulated to the members of the
            Steering Committee promptly following the meeting for review and
            comment.

          

            
              
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          (ii)             All
            decisions of the Steering Committee shall be made by unanimous vote or
            unanimous
            written consent of both Parties, with each Party having, collectively
            among its
            respective designees, one vote in all decisions.  The members of the
            Steering Committee shall use Commercially Reasonable Efforts to decide
            all
            matters assigned to the Steering Committee under this Agreement or otherwise
            referred to it by mutual agreement of the Parties; provided,
however, that if the members of the Steering Committee are unable
            to come
            to a mutual agreement, then (i) Immtech shall have the right to make
            any
            necessary final determination with respect to decisions related to the
            development and manufacture of the Product (e.g., determining which drug
            strength to pursue, when to initiate the clinical trial), (ii) Par shall
            have
            the right to make any necessary final determination with respect to decisions
            related to the Commercialization of the Product in the Territory (e.g.,
            marketing programs and pricing strategies and designation of product
            labels);
            and (iii) any other matters shall be subject to resolution by the chief
            executive officers of the Parties pursuant to Section 13.5.

           

          (c)           Purposes
            and Powers.  The principal purpose of the Steering
            Committee shall be to approve the overall strategy for the Parties’
collaboration hereunder and provide guidance and direction as provided
            herein.  Subject to the express rights of the Parties as set forth
            herein, the functions of the Steering Committee shall include:

           

          (i)             Acting
            as liaison between the Parties to ensure that they are informed of the
            ongoing
            progress of the Development Program;

           

          (ii)             Reviewing
            and approving the division of responsibilities between the Parties as
            set forth
            herein and as expanded from time to time in furtherance of the goals
            of the
            Parties’ collaboration;

           

          (iii)             Reviewing
            and approving any proposed amendments to the Development Program;

           

          (iv)           Reviewing,
            consulting on and providing input in respect of activities related to
            the
            manufacturing of the Product and the selection of manufacturer(s) of
            the Product
            (to the extent not already selected as of the date hereof);

           

          (v)           In
            accordance with the procedures established below, resolving disputes,
            disagreements and deadlocks between the Parties, including the other
            Committees
            established pursuant to this Agreement; and

           

          (vi)             Performing
            such other responsibilities as may be assigned to the Steering Committee
            pursuant to this Agreement or as may be mutually agreed upon by the Parties
            from
            time to time.

           

          2.2           Development
            Committee.  Within thirty (30) days after the Effective
            Date, the Parties shall establish a development committee (the
“Development Committee”) with responsibility for (i) reviewing
            proposed changes to the Development Program following

          
             


            
              
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Regulatory
            Approval; and (ii) performing such other duties as may be assigned under
            this
            Agreement or as may be delegated to the Development Committee by the
            Steering
            Committee.  Each Party shall appoint two designees to the Development
            Committee each of whom shall have expertise and experience in the areas
            of
            pharmaceutical development and manufacturing.  Either Party may
            replace any or all of its designees on the Development Committee at any
            time
            upon written notice to the other Party, and any member of the Development
            Committee may designate a suitable proxy to perform the functions of
            that member
            at any time.  In addition, the Development Committee shall seek to act
            with the unanimous consent of all members of the Development
            Committee.  In the event that the Development Committee members do not
            reach consensus with respect to a matter that is within the purview of
            the
            Development Committee, the Development Committee designees of each Party
            shall
            collectively have one vote for purposes of decision-making hereunder
            with
            respect to such matters, with decisions made by unanimous vote of both
            Parties.  If the votes of the Development Committee are split on any
            matter, such matter shall be referred to the Steering Committee for
            decision.    

           

          2.3           Commercialization
            Committee.  Within thirty (30) days after the Effective
            Date, the Parties shall establish a Commercialization Committee (the
            “Commercialization Committee”) with responsibility for (i)
            reviewing and approving medical claims and marketing materials to be
            used by any
            Party in connection with the Product to ensure that the claims made by
            a Party
            do not diminish the value of the Product to the other party and (ii)
            coordinating the activities of the Parties related to the
            Commercialization.  Each Party shall appoint two  designees
            to the Commercialization Committee, each of whom shall have expertise
            and
            experience in the areas of marketing, promotion, advertising and
            sales.  Either Party may replace any or all of its designees on the
            Commercialization Committee at any time upon written notice to the other
            Party,
            and any member of the Commercialization Committee may designate a suitable
            proxy
            to perform the functions of that member at any time.  In addition, the
            Commercialization Committee shall seek to act with the unanimous consent
            of its
            members.  In the event that all of the Commercialization Committee
            members do not reach consensus with respect to a matter that is within
            the
            purview of the Commercialization Committee, the Commercialization Committee
            designees of each Party shall collectively have one vote for purposes
            of
            decision-making hereunder with respect to such matters, with decisions
            made by
            unanimous vote of both Parties.  If the votes of the Commercialization
            Committee are split on any matter, such matter shall be referred to the
            Steering
            Committee for decision. 

           

          2.4           Expenses.  Each
            Party shall be responsible for all travel and related costs and expenses
            for its
            members and approved invitees to attend meetings of, and otherwise participate
            on, the Steering Committee, Development Committee and/or Commercialization
            Committee.

           

          2.5           Nondisclosure
            Agreement.  All designees of each Party serving on the
            Steering Committee, Development Committee and/or the Commercialization
            Committee
            shall as a condition to such service execute a nondisclosure agreement
            in form
            and substance reasonably satisfactory to the Parties.

           

          
            


            
              
                
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            ARTICLE
              II



            DEVELOPMENT
              PROGRAM

          

           

          3.1           Immtech
            Responsibility and Control.  Subject to the Development
            Program and the other terms and conditions contained in this Agreement,
            Immtech
            shall have control over and responsibility for executing all aspects
            of the
            Development Program for which Immtech pays Development Costs, including
            planning, strategy, administrative management, and fiscal control;
provided, however, that Immtech shall include Par in such efforts
            in a consultative capacity.  The Development Program shall be
            conducted at and coordinated from the facilities of Immtech.  Immtech
            shall keep Par apprised of the status of the Development Program through
            the
            Development Committee and, as appropriate, the Steering
            Committee.  Immtech shall comply, and shall require all of its Third
            Party agents and contractors, if any, to comply, with all applicable
            laws in the
            conduct of the Development Program. 

           

          3.2           Development
            Program.  Immtech shall use Commercially Reasonable
            Efforts to conduct the development activities in accordance with the
            Development
            Program.  Notwithstanding the foregoing or any other provision of this
            Agreement, Par acknowledges and agrees that (a) the Development Program
            is
            experimental in nature; and (b) Immtech does not guaranty that the Development
            Program will be successful or that Regulatory Approval will be obtained
            for the
            Product.  During the Term, Immtech may revise the Development Program
            at any time and from time to time. 

           

          3.3           Clinical
            and Regulatory Approval.

           

          (a)           Conduct
            by Immtech.  Under Immtech’s direction and control,
            Immtech agrees to use Commercially Reasonable Efforts to (a) conduct
            required
            clinical trials of the Product and obtain Regulatory Approval in accordance
            with
            the Development Program and (b) include Par in such efforts in a consultative
            capacity.

           

          (b)           Regulatory
            Submissions.  The Parties acknowledge that the Product
            has not been reviewed or approved for sale or use for any purpose by
            any
            governmental or regulatory body.  Immtech shall prepare any required
            application(s) for Regulatory Approval. Immtech shall own,
            in its entirety, all clinical data and reports related to Product Studies
            including clinical trials for the Product.  At all times both prior to
            and following Regulatory Approval, (i) Immtech shall inform Par of all
            communications with the FDA and (ii) provide copies of FDA submissions
            to the
            Development Committee prior to their submission to FDA.  The Parties
            shall cooperate in good faith with respect to, and Immtech shall use
            its
            Commercially Reasonable Efforts to enable representatives of Par to attend
            all
            formal meetings with the FDA relating to, regulatory approval of the
            Product.  The Parties shall cooperate in good faith with respect to
            the conduct of any inspections by any regulatory authority of a Party’s site and
            facilities related to the Product.  To the extent either Party
            receives written or material oral communication from the FDA or any other
            regulatory authority relating to any Regulatory Approval process with
            respect

          
            


            
              
                
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          to
            the
            Product, the Party receiving such communication shall notify the other
            Party and
            provide a copy of any written communication as soon as reasonably
            practicable.

           

          3.4           Development
            Program Funding.  Immtech shall be solely responsible for
            payment of all Development Costs incurred prior to Regulatory
            Approval.  If Par determines to pursue any clinical development in
            respect of the Product following Regulatory Approval, including any development
            for PCP prophylaxis or any other PCP indication, the development costs
            in
            respect thereof shall be the responsibility of Par unless the Parties
            otherwise
            agree.

           

          3.5           Development
            Program Reporting.  Immtech shall (a) provide Par at
            regularly scheduled meetings of the Development Committee with summary
            updates
            regarding the progress of the Development Program and Regulatory Approval
            process, (b) advise Par of any unforeseen material problems or delays
            encountered since the date of its last report in connection with the
            Development
            Program, and (c) provide Par as soon as reasonably practicable with such
            other
            material information as Par may reasonably request in writing from time
            to time
            with respect to the status of the Development Program.

           

          3.6           Post
            Regulatory Approval. Immtech will be
            responsible for conducting any development programs for the Product required
            by
            the FDA following Regulatory Approval.  As mutually agreed by the
            Parties, Immtech will be responsible for conducting any development programs
            related to clinical trials for the Product.  

           

          3.7           Future
            Development Programs.  Immtech shall promptly notify Par
            of any additional development programs, including tests or clinical trials,
            in
            connection with the Product other than as contemplated by this
            Agreement.  If Immtech discovers new indications for pafuramidine at
            any time during the Term, Immtech shall promptly provide all information
            related
            to such new indications to the Development Committee.

           

          ARTICLE
            IV


           

          LICENSE

           

          4.1           Grant
            to Par.  Subject to the other provisions of this
            Agreement, Immtech hereby grants to Par and its Affiliates, within the
            Territory, an exclusive (subject to the co-exclusive rights provided
            in the last
            sentence of this Section 4.1), royalty-bearing license, without the right
            to
            sublicense, under Immtech Technology to the extent useful to permit Par
            to carry
            out its rights and obligations set forth in this Agreement (including
            the rights
            set forth in Article VIII) to market, sell and have sold the Product
            in the
            Territory.  Immtech retains all rights to Immtech Technology except to
            the extent explicitly granted to Par hereunder.  Additionally, Immtech
            hereby appoints Par Immtech’s authorized distributor of record for the
            Product.  Notwithstanding the foregoing, Immtech retains the right to
            manufacture and co-promote the Product.

           

          4.2           Information
            Transfer.  Promptly after the Effective Date,
            Immtech shall, at its own cost, use good faith reasonable efforts to
            disclose to
            Par in writing, or via mutually

          
            
              


              
                
                  
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acceptable
                electronic media, copies or reproductions of all Immtech Know-How,
                not
                previously disclosed to Par, reasonably necessary in order to enable
                Par to
                exploit its rights granted under Section 4.1.  In addition, during the
                Term of this Agreement, Immtech shall promptly disclose to Par in
                writing, or
                via mutually acceptable electronic media, on an ongoing basis, copies
                or
                reproductions of all new Immtech Know-How that is reasonably necessary
                to
                market, sell or have sold the Product.  Such Immtech Know-How and
                other information shall be automatically deemed to be within the
                scope of the
                licenses granted herein without payment of any additional
                compensation.

            

          

           

          4.3           Agreement
            Not to Genericize. Par recognizes and acknowledges
            the value of the Immtech Know-How disclosed under this Agreement and
            the Immtech
            Technology to which Par is granted a license under this
            Agreement.  Accordingly, Par agrees that it will not file any ANDAs
            related to the Product or any product containing pafuramidine, and that
            it will
            not attempt to copy or design around, the Product or any product containing
            pafuramidine without express written agreement from Immtech.  Par and
            Immtech will negotiate terms in good faith whereby Par would become the
            exclusive authorized generic distributor of the Product.

           

          4.4           New
            Indication Right of First Offer .
 

           

          (a)           Right
            of First Offer.  The Parties acknowledge that Immtech is
            currently pursuing new indications for pafuramidine for the treatment
            and
            prophylaxis of malaria.  If, following the Effective Date, Immtech
            determines that pafuramidine can be used for the treatment and/or prophylaxis
            of
            malaria, Immtech shall, prior to instituting any Phase III development
            program
            in respect thereof, provide Par with a one time written notice of information
            reasonably available to Immtech, including an estimate of the cost for
            developing and obtaining regulatory approval therefor, that is reasonably
            required by Par to determine whether or not to enter into an agreement
            with
            Immtech with respect to such additional indication.  The delivery of
            such notice shall automatically grant to Par a one time exclusive option
            (the
“Option”) to enter into an agreement with Immtech for a license
            to permit Par and its Affiliates to market, sell and have sold pafuramidine
            for
            such additional indication (the “New License
            Agreement”).  Par shall have twenty-five (25) days from
            receipt of such notice to (i) exercise the Option by sending written
            notice to
            Immtech of its intent thereof or (ii) reject the Option, in either case
            at which
            time the following shall occur:

           

          (i)             If
            Par exercises the Option, the Parties shall have ninety (90) days from
            the date
            of exercise of the Option to negotiate in good faith a New Licensing
            Agreement
            with Immtech.  If, following such ninety (90)-day period, the parties
            have not executed the New Licensing Agreement, Immtech may, but shall
            not be
            obligated to, offer such license for pafuramidine to a Third Party;
provided, however, that a New Licensing Agreement with any Third
            Party shall not provide such Third Party with the right to market, sell
            and have
            sold the Product in the Territory; and

           

          (ii)           If
            Par rejects the Option, or does not inform Immtech of its intent to exercise
            the
            Option within the twenty-five (25)-day period, Immtech may, but shall
            not
            be

          
            


            
              
                
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          obligated
            to, offer such the New License Agreement to a Third Party; provided,
however, that a New Licensing Agreement with any Third Party
            shall not
            provide such Third Party with the right to market, sell and have sold
            the
            Product in the Territory.

           

          (b)           Future
            Indications.  Immtech shall use Commercially Reasonable
            Efforts to ensure that any new indications for pafuramidine shall be
            in
            materially different presentation from the Product (e.g., tradename,
            dosage form or reference listed drug).  If the presentation is not
            materially different, the Parties will negotiate in good faith a payment
            to Par
            to cover revenues that Par lost in commercial sales of the Product due
            to the
            new and immaterially different presentations.  Neither Immtech nor Par
            shall directly encourage use of the Product, nor use of the future indications
            of pafuramidine for treatment of conditions other than PCP, for any indication
            for which it does not have commercialization rights.  For purposes of
            clarification, the Parties agree that FDA may require that there be more
            than
            one indication on the same product label and such additional indication(s)
            shall
            not be deemed to affect the scope of the license granted herein in respect
            of
            the Product.

           

          ARTICLE
            V


           

          PAYMENTS

           

          5.1           Upfront
            Payment.  In consideration for the execution and delivery
            of this Agreement by Immtech, Par shall pay Immtech a fully earned,
            non-refundable, non-creditable license fee in the amount of US$3,000,000
            by wire
            transfer of immediately available funds upon execution and delivery of
            this
            Agreement.

           

          5.2           Milestone
            Payments

           

          (a)           Development
            Milestone Payments.  Subject to the terms and conditions
            of this Agreement, upon the achievement of certain milestones, Par shall
            make
            fully earned, non-refundable, non-creditable payments to Immtech by wire
            transfer of immediately available funds as follows:[****]

           

          (i)           Upon
            the receipt by Immtech of [****], Par shall Pay to Immtech
            [****];

           

          (ii)           Upon
            the [****], Par shall pay to Immtech [****]; and

           

          (iii)           Upon
            the [****], Par shall pay to Immtech [****].

           

          (b)           Sales
            Milestones. In addition to the milestone
            payments set forth in Section 5.2(a), Par shall additionally be obligated
            as
            follows: 

           

          (i)           Par
            will pay to Immtech [****] in the calendar year in which aggregate Net
            Sales in
            the Territory initially equals or exceeds [****] (i.e., this payment is a
            one-time obligation).

           


          
            
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          (ii)             Subject
            to Section 5.2(b)(iii), Par will pay to Immtech the milestone payment
            corresponding to the highest level of annual Net Sales achieved in that
            year,
            from the following schedule:

           

          (a)         A
            milestone payment of [****] upon  annual Net Sales of [****] in
            the Territory;

           

          (b)         A
            milestone payment of [****] upon  annual Net Sales of [****] in the
            Territory;

           

          (c)         A
            milestone payment of [****] upon annual Net Sales of [****] in the
            Territory;

           

          (d)         A
            milestone payment of [****] upon  annual Net Sales of [****] in the
            Territory;

           

          (e)         A
            milestone payment of [****] upon  annual Net Sales of [****] in the
            Territory;

           

          (iii)             The
            milestone payments set forth in this Section 5.2(b) are subject to the
            following
            disbursement limitations: (A) each such milestone payment is available
            to
            Immtech on a one-time basis; (B) if more than one milestone is reached
            in any
            given calendar year, then, subject to the following clause (C), each
            of such
            milestones shall be deemed to have been met, the highest milestone reached
            in
            such year shall be payable by Par in such year and Par will remain obligated
            to
            make payment(s) on the lower achieved milestone payment(s) in the immediately
            subsequent year(s); and (C) Par shall not be obligated to make more than
            one
            sales milestone payment as provided in this Section 5.2(b) in any calendar
            year;
provided, however, that the milestone payments in Section
            5.2(b)(i) and a single milestone payment in Section 5.2(b)(ii) can be
            paid by
            Par in the same calendar year.  

           

          (c)           Royalty
            Payment.  In addition to the milestone payments set forth
            above in Sections 5.2(a) and 5.2(b), following the Initial Commercial
            Sale of
            the Product, Par shall pay to Immtech an amount equal to [****] (amounts
            owed to
            Immtech pursuant to this Section 5.2(c), the
“Royalty”).

           

          5.3           Termination
            or Adjustment of Royalty.  The obligation of Par to pay
            Royalties to Immtech pursuant to Section 5.2(c) shall cease on the date
            on which
            the Parties agree to stop sales of the Product.  

           

          5.4           Payment
            Procedures.

           

          (a)           Manner
            of Payment.  Remittance of payments under Article V will
            be made by means of wire or electronic transfer to Immtech’s account in a bank
            in the United States to be designated by Immtech.

          

            
              
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          (b)           Payments
            and Reports.  All amounts payable to Immtech under this
            Agreement shall be paid in U.S. Dollars.  The Royalty shall accrue at
            the time of sale of the Product to a Third Party.  Royalty obligations
            that accrue during a calendar quarter shall be paid within forty-five
            (45) days
            after the end of such calendar quarter, and other payments owing shall
            be made
            as specified herein.  Each payment of Royalties due to Immtech shall
            be accompanied by a report listing the gross invoiced sales of the Product
            sold
            during such period and the calculation of Net Sales based on such sales,
            including all other information necessary to determine the appropriate
            amount of
            such Royalty payments, and any additional information or reports required
            under
            this Agreement.

           

          (c)           Records
            and Audit.  For a period of three (3) years after the
            Royalty period to which the records relate, Par shall keep complete and
            accurate
            records pertaining to the sale or other disposition of the Product in
            sufficient
            detail to permit Immtech to confirm the accuracy of all payments due
            hereunder.  Immtech shall have the right to cause an independent,
            certified public accountant to audit such records to confirm the Net
            Sales and
            Royalty payments; provided, however, that such auditor shall not
            disclose Par’s Confidential Information to Immtech, except to the extent such
            disclosure is necessary to verify the amount of Royalties and other payments
            due
            under this Agreement.  Such audits may be exercised once a year,
            within three (3) years after the Royalty period to which such records
            relate,
            upon notice to Par and during normal business hours.  Any amounts
            shown to be owing by such audits shall be paid promptly.  Immtech
            shall bear the full cost of such audit unless such audit discloses a
            variance in
            the amounts paid by Par of more than five percent (5%) from the amount
            of
            Royalties and/or other payments actually owed for the period
            audited.  In such case, Par shall bear the full cost of such
            audit.  The terms of this Section 5.4(c) shall survive any termination
            or expiration of this Agreement for a period of three (3) years.

           

          ARTICLE
            VI


           

          MANUFACTURE
            AND SUPPLY; COMMERCIALIZATION

           

          6.1           Clinical
            Supplies.  Immtech shall manufacture or cause to be
            manufactured all Clinical Supplies of Product for the Development Program,
            including the completion of pre-clinical work and human clinical
            trials.  Immtech’s choice of such Third Party contract manufacturer(s)
            for the Product, and the terms and conditions of such manufacturing and
            supply
            agreement(s) for the Product, shall be subject to reasonable prior review
            by the
            Development Committee (which includes the reasonable input of
            Par).    

           

          6.2           Commercial
            Supplies.  Immtech has established a commercial
            manufacturing process and for manufacturing or causing to be manufactured
            Commercial Supplies of the Product at the scale and in the amounts required
            to
            meet Par’s sales forecast. 

           

          (a)           Commercialization.  Subject
            to the rights and input of the Commercialization Committee, Par shall
            have
            responsibility for all Commercialization activities, including developing
            strategies and tactics related to the advertising, promotion, marketing
            and

          
            

              
                
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          selling
            the Product.  Par shall, at all times during the term of the
            Agreement, use efforts equal to those committed to products of similar
            size and
            expected value to seek to commercialize the Product in the
            Territory for those formulations and indications for which Par is
            commercializing the Product without Immtech.

           

          (b)           Distribution.  Immtech
            hereby appoints Par as the sole and exclusive distributor of the Product
            in the
            Territory  and Par shall use its Commercially Reasonable Efforts to
            distribute the Product following Regulatory Approval in the Territory
            during the
            Term.  It shall be Par’s sole right and responsibility, in
            coordination with Immtech, to (a) determine the commercially reasonable
            launch
            dates for the Product, (b) develop advertising and promotional materials
            related
            to the Product, (c) book sales for the Product, (d) handle all returns
            of the
            Product, (e) handle all aspects of order processing, invoicing and collection
            of
            receivables for the Product, (f) collect data regarding sales to hospitals
            and
            other end users of the Product, (g) monitor inventory levels of the Product,
            (g)
            provide first line customer support and pharmacovigilance (and after
            such
            initial support, pharmacovigilance support shall be handled in accordance
            with
            Section 9), and (h) warehouse the Product.

           

          (c)           Pricing.  Subject
            to the reasonable input of Immtech, Par shall have the sole right and
            responsibility to determine the prices for the Product and any discounts
            and
            rebates that may be offered thereto, including decisions relating to
            customer
            allowances and credits.  Par shall acquire the Product from Immtech at
            the Transfer Price as provided in the Supply Agreement between Par and
            Immtech
            in substantially the form attached hereto as Exhibit A; provided,
however, that, with respect to any quantities of Product Par
            distributes
            as samples to persons in the medical profession, Par shall acquire such
            quantities from Immtech at the Direct Cost.

           

          ARTICLE
            VII


           

          CONFIDENTIAL
            AND TECHNICAL INFORMATION

           

          7.1           Treatment
            of Confidential Information.  Each Party agrees to retain
            in strict confidence and not to disclose, divulge or otherwise communicate
            to
            any other person or entity any Confidential Information of the other
            Party,
            whether received prior to or after the date hereof, and further agrees
            not to
            use any such Confidential Information for any purpose, except pursuant
            to, and
            in order to carry out, the terms and objectives of this Agreement, except
            that
            each Party may disclose Confidential Information of the other Party to
            the
            officers, directors, employees, agents, accountants, attorneys, consultants,
            subcontractors or other representatives of the receiving Party or its
            Affiliates
            (the “Representatives”), who, in each case, (a) need to know
            such Confidential Information for purposes of the implementation and
            performance
            by the receiving Party of this Agreement and (b) will use the Confidential
            Information only for such limited purposes.  Each Party hereby agrees
            to use at least the same standard of care in complying with its confidentiality
            obligations hereunder as it uses to protect its own Confidential Information
            of
            comparable sensitivity and to exercise reasonable precautions to prevent
            and
            restrain the unauthorized disclosure of such Confidential Information
            by any of
            its

          
            

              
                
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                    under Rule
                    24b-2 of the Exchange Act of 1934. Material filed separately
                    with the Securities
                    and Exchange Commission.

                  
                  

                

                
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          Representatives.  Each
            Party warrants that each of its Representatives to whom any Confidential
            Information is revealed shall previously have been informed of the confidential
            nature of the Confidential Information and shall have agreed to maintain
            its
            confidentiality under terms no less restrictive than those set forth
            in this
            Article VII.  Without limiting the generality of any of the foregoing,
            the parties agree not to make any disclosure of Confidential Information
            that
            would be reasonably likely to impair the Parties’ ability to obtain U.S. or
            foreign patents on any patentable invention or discovery described or
            otherwise
            embodied in such Confidential Information.  The Confidential
            Information of each Party includes information from Third Parties disclosed
            by
            one Party to this Agreement to the other Party to this
            Agreement.  

           

          7.2           Release
            from Restrictions.

           

          (a)           The
            provisions of Section 7.1 shall not apply to any Confidential Information
            disclosed hereunder to the extent that such Confidential Information
            is required
            to be disclosed by the receiving Party to defend or prosecute litigation
            or to
            comply with applicable laws or regulations, including filing an Information
            Disclosure Statement with the U.S. Patent and Trademark Office or any
            other
            patent office, or pursuant to an order of a court or regulatory agency,
            provided
            that the receiving Party shall provide prior written notice of such disclosure
            to the other Party and shall take actions as are reasonable and lawful
            to avoid
            and/or minimize the degree of such disclosure, including assisting the
            other
            Party in seeking a protective order or other means for preventing disclosure
            or
            use.  To the extent, if any, that a Party concludes in good faith that
            it is required by applicable laws or regulations to file or register
            this
            Agreement or a notification thereof with any governmental authority,
            including
            the U.S. Securities and Exchange Commission, such Party may do so, and
            the other
            Party shall cooperate in such filing or notification and shall execute
            all
            documents reasonably required in connection therewith.  In such
            situation, the filing Party shall request confidential treatment of sensitive
            provisions of the Agreement to the extent permitted by law.  The
            Parties shall promptly inform each other as to the activities or inquiries
            of
            any such governmental authority relating to this Agreement, and shall
            cooperate
            to respond to any request for further information therefrom.

           

          (b)           A
            Party may disclose this Agreement to a Third Party in connection with
            or in
            conjunction with a proposed merger, consolidation, sale of assets that
            include
            those related to this Agreement, an assignment of this Agreement or loan
            financing, raising of capital, or sale of securities, provided that the
            disclosing Party obtains an agreement for confidential treatment thereof,
            except
            in the case where after reasonable efforts such Party is unable to obtain
            such
            agreement.

           

          7.3           No
            Implied Rights.  Except as otherwise set
            forth in this Agreement, nothing herein shall be construed as giving
            either
            Party any right, title, interest in or ownership of the Confidential
            Information
            of the other Party.  For the purposes of this Agreement, specific
            information disclosed as part of Confidential Information shall not be
            deemed to
            be in the public domain or in the prior possession of the receiving Party
            merely
            because it is embraced by more general information in the public domain
            or by
            more general information in the prior possession of the receiving
            Party.

            

              
                
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                    24b-2 of the Exchange Act of 1934. Material filed separately
                    with the Securities
                    and Exchange Commission.

                  
                  

                

                
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          7.4           Survival
            of Confidentiality Obligations.  The confidentiality
            obligations of the Parties contained in this Article VII shall remain
            binding on
            both Parties during the Term and for a period of five (5) years after
            the
            termination of this Agreement, regardless of the cause of such
            termination.  The Parties acknowledge that any breach of this Article
            VII will constitute irreparable harm, and that the non-breaching Party
            shall be
            entitled to specific performance or injunctive relief to enforce this
            Article
            VII in addition to whatever remedies such Party may otherwise be entitled
            to at
            law or in equity.

           

          7.5           Superseding
            Prior Confidentiality Agreement.  The provisions of this
            Article VII shall supersede the Confidentiality Agreement between the
            Parties
            dated March 27, 2007, with respect to the subject matter hereof, and
            shall
            establish the sole obligations of confidentiality and nonuse of Confidential
            Information received by a Party prior to or after the Effective
            Date.

           

          ARTICLE
            VIII


           

          PATENT
            PROSECUTION AND ENFORCEMENT

           

          8.1           Inventions.   All
            Inventions shall be the sole and exclusive property of Immtech.  Par
            shall disclose in writing to Immtech any Invention within thirty (30)
            days of
            Par’s written receipt of a disclosure for such Invention.  All subject
            inventors shall cooperate to the extent necessary to assist Immtech in
            the
            preparation, filing and prosecution of any patent, copyright, or other
            applications related to any Invention, including the filing of all papers
            necessary to perfect Immtech’s ownership of said Invention.  All
            resulting patent applications and patents related to the Product will
            immediately, and without further action of the Parties, (i) be deemed
            to be
            Immtech Patents and listed in Schedule 1.1 and (ii) be exclusively
            licensed to Par in accordance with the terms of this Agreement.

           

          8.2           Patent
            Prosecution and Maintenance.  The Parties shall cooperate
            in good faith to determine whether to seek or continue to seek or to
            maintain
            patent protection in the Territory with respect to any Immtech Patent
            Rights,
            Immtech Know-How and Program Developments Owned or Controlled by Immtech
            and
            related to the Product, and whether to file for, procure and maintain
            Patent
            Rights in the Territory with respect to any Immtech Patent Rights and
            Program
            Developments Owned or Controlled by Immtech and related to the
            Product.  In connection with obtaining Patent claims that cover the
            making, using or selling of the Product, Immtech shall promptly provide
            to Par
            copies of all correspondence to and from the U.S. Patent and Trademark
            Office
            and shall promptly forward to Par copies of any non-confidential external
            publications or public presentations by Immtech relating to the Product
            for
            which Immtech has not received or applied for Patent Rights, as well
            as demands,
            notices and summonses related thereto.  Additionally, Immtech shall
            accommodate all reasonable suggestions of Par and its counsel in connection
            with
            obtaining such Patent claims.  The expenses of any such protection of
            Immtech Patent Rights, Immtech Know-How and Program Developments, including
            the
            filing of any Patent term extensions and maintenance of Patents, shall
            be borne
            by Immtech.  Immtech will timely file for any Patent term
            extensions.

            

              
                
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                    Material omitted pursuant to a request for confidential treatment
                    under Rule
                    24b-2 of the Exchange Act of 1934. Material filed separately
                    with the Securities
                    and Exchange Commission.

                  
                  

                

                
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          8.3           Infringement.  

           

          (a)           Par
            and Immtech shall inform each other promptly in writing of any alleged
            or
            suspected infringement by a Third Party of any of Immtech Technology
            or Program
            Developments related to the Product, and of any available evidence
            thereof.

           

          (b)           Subject
            to Sections 8.3(c), 8.3(d), and 8.3(e), Par may, at its sole option and
            expense,
            prosecute the infringement of any Immtech Technology or Program Developments
            related to the Product.

           

          (c)           In
            the event that a Third Party infringes or constructively infringes Immtech
            Technology or Program Developments Owned or Controlled by Immtech relating
            to
            the Product in the Territory (a “Product Infringement”), then
            the Parties shall discuss whether or not to institute an infringement
            action
            with respect to such Product Infringement.  Subject to Section 8.3(d),
            Par shall have the right to institute such a suit and control the prosecution,
            settlement or compromise thereof.  At Immtech’s option, Immtech may
            request to be joined as a party in such Product Infringement action and
            Par
            shall execute all papers and perform such acts as may be reasonably required
            in
            respect thereof; provided, however, that Immtech’s joining of such
            action shall not affect Par’s control thereof.  Immtech shall, at the
            request of Par, provide reasonable cooperation and, to the extent possible,
            Immtech shall have its employees testify when requested and make available
            relevant records, papers, information, samples, specimens and the like
            regardless of whether Immtech has joined such suit.  Par shall bear
            all the costs of such a suit.

           

          (d)           If
            a Third Party files an ANDA targeting both the Product and non-PCP indications
            for pafuramidine, Immtech shall have the right to institute a suit and
            control
            the prosecution, settlement or compromise thereof; provided, however,
            that
            Immtech shall not, without Par’s consent, take any action in the prosecution,
            settlement or compromise of such suit that would adversely affect Par’s rights
            hereunder or otherwise economically adversely affect the commercialization
            of
            the Product.  Immtech shall bear all the costs of such a
            suit.  At Par’s option, Par may request to be joined as a party in
            such litigation, provided, however, that Par’s joining of such
            action shall not affect Immtech’s control thereof.  Par shall, at the
            request of Immtech, provide reasonable cooperation and, to the extent
            possible,
            Par shall have its employees testify when requested and make available
            relevant
            records, papers, information, samples, specimens and the like regardless
            of
            whether Par has joined such suit.  Par shall have the right to select,
            at Par’s expense, separate counsel to participate in such suits on Par’s
            behalf.

           

          (e)           Within
            ten (10) days of being notified of alleged or suspected Product Infringement,
            Par shall either (i) institute a suit for Product Infringement pursuant
            to
            Section 8.3(c) or (ii) notify Immtech that (A) it has a legally relevant
            belief
            that it is in the Parties’ interest to not institute such suit within such time
            and (B) it intends to institute such a suit in the future.  If Immtech
            agrees with Par’s assessment and intent to bring such suit in the future, Par
            shall have the right to institute such suit in accordance with Section
            8.3(c).  If Immtech provides Par with written notice within five (5)
            days of receipt of the notice from Par in accordance with

          
            

              
                
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                    under Rule
                    24b-2 of the Exchange Act of 1934. Material filed separately
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                    and Exchange Commission.

                  
                  

                

                
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          the
            foregoing clause (ii) that it does not reasonably agree with such assessment,
            then Par may immediately institute such suit and such suit shall be governed
            by
            Section 8.3(c); provided, however, that if Par determines not to
            institute such suit within five (5) days of receipt of such notice from
            Immtech,
            then Immtech may, at its option and expense, institute and litigate such
            Product
            Infringement.  In any such infringement suit Immtech may institute to
            enforce Immtech Technology or Program Developments Owned or Controlled
            by
            Immtech, Par shall, provide reasonable cooperation and, to the extent
            possible,
            have its employees testify when requested and make available relevant
            records,
            papers, information, samples, specimens and the like.  If Immtech
            initiates litigation of such Product Infringement pursuant to this Section
            8.3(e), Par shall not make any admission to invalidity or unenforceability
            in
            respect thereof without the prior consent of Immtech.  Par may join
            Immtech as a party, and Immtech shall execute all papers and perform
            such acts
            as may be reasonably required, at the expense of Par.

           

          (f)           Any
            Royalties, payments, damages, expenses, fees or other awards (collectively
            “Damages”), received by Par and/or Immtech as a result of an
            infringement suit, whether through judgment or settlement, shall first
            be used
            to reimburse each Party for its expenses associated with such infringement
            suit.  Thereafter, (i) if Par shall have been in control of such suit
            pursuant to Section 8.3(c), any remainder shall be shared by the Parties
            in
            accordance with the then-applicable Royalties provided in Section 5.2(c)
            (e.g., if the Net Sales have exceeded [****], Par shall be entitled
            to
            [****], and Immtech shall be entitled to [****], of the remainder), (ii)
            if
            Immtech shall have been in control of such suit pursuant to Section 8.3(e),
            Immtech shall be entitled to 100% of the remainder, unless Par  has
            chosen, after the initiation of such suit, to join as a party to such
            suit, in
            which case any remainder shall be shared by the Parties equally and (iii)
            if
            Immtech shall have been in control of such suit pursuant to Section 8.3(d),
            any
            remainder shall be shared according to each Party’s harm as indicated by the
            ratio of sales of the Product as compared to the sales of the products
            of the
            other Party or Parties.  The appropriate share of the Damages shall be
            paid to the other Party (or Parties), as applicable, as soon as practicable
            following receipt of the Damages.

           

          (g)           In
            the event that a declaratory judgment action alleging invalidity or
            non-infringement of any Immtech Technology or Program Developments related
            to
            the Product shall be brought by a Third Party in the Territory against
            Par or
            against Immtech and Par, or a Citizen’s Petition shall have been filed with the
            USFDA, Par, at its option, shall have the right, within ten (10) days
            after
            commencement of such action or the filing of such Petition, as applicable,
            to
            take over the defense of the action at its own expense. Immtech will
            have the
            option of joining in such suit.  In the event the declaratory judgment
            action states a count specifically against Immtech, Immtech, at its option,
            shall have the right to direct and control litigation related to such
            count.  In the event that Par does not so elect to take over the
            defense of the action at its own expense, Immtech shall be free to proceed
            and
            solely control such defense.  To the extent that any Damages become
            payable to any Third Party as a result of such action, whether through
            judgment
            or settlement, the Parties shall bear such Damages according to each
            Party’s
            share of the liability in causing such Damages, and shall contribute
            such share
            as promptly as practicable.  Any Damages received by Immtech and/or
            Par as a result of such action,
            whether through judgment or settlement, shall first be used to reimburse
            each
            Party for its 

          
            

              
                
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                    under Rule
                    24b-2 of the Exchange Act of 1934. Material filed separately
                    with the Securities
                    and Exchange Commission.

                  
                  

                

                
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          expenses
            associated with such infringement suit not otherwise reimbursed, and
            then any
            remainder shall be shared by the Parties equally, with such share of
            the Damages
            to be paid to the other party, as applicable, as soon as practicable
            upon
            receipt of the Damages.

           

          (h)           In
            the event that a Third Party institutes any suit against Par and/or Immtech
            for
            patent infringement related solely to the Product, the Party sued shall
            promptly
            notify the other Party in writing.  Immtech shall assume the defense
            of such suit at Immtech’s expense; provided, however, that if Par
            is also a defendant in such action and Par shall have reasonably concluded
            that
            there may be legal defenses available to it that are different from or
            additional to those available to Immtech, Par shall have the right to
            select, at
            Par’s expense, separate counsel to participate in such legal defenses on
            Par’s
            behalf.  Each Party shall, at the other's request, provide to the
            other Party reasonable assistance and cooperation with respect to any
            such
            suit.  To the extent that any Damages become payable to any Third
            Party whether as a result of judgment or through settlement of such suit,
            [****].

           

          (i)           If
            either Party becomes aware of a patent or patent application that, when
            issued,
            might provide a basis for a Third Party argument that its valid rights
            are being
            infringed by the manufacture, use or sale of the Product hereunder, then
            such
            Party shall promptly inform the other Party of such patent or patent
            application, and the Parties shall cooperate with each other so that
            each Party
            can determine whether valid rights of a Third Party are likely to be
            infringed
            by the manufacture, use or sale of the Product hereunder.

           

          (j)           Par
            shall have the sole and exclusive right to institute a Citizen’s Petition in
            order to protect the Immtech Patent Rights related to the Product and,
            to the
            extent it exercises its right in respect thereof, shall control all aspects
            of
            such Petition, including correspondence and/or negotiations with the
            FDA;
provided, however, that Par shall include Immtech in such efforts
            in a consultative capacity.  Immtech shall maintain the sole and
            exclusive right to institute a Citizen’s Petition in order to protect the
            Immtech Patent Rights related to all other indications for
            pafuramidine

           

          (k)           If
            either Party believes that a license from a Third Party is necessary
            to avoid
            infringement of patents of the Third Party, the Steering Committee shall:
            1)
            determine whether or not to seek such a license, 2) appoint a negotiator
            to
            negotiate the terms of such a license, 3) determine whether or not to
            enter into
            such a license as negotiated by the negotiator, and 4) determine how
            the
            expenses of such a license shall be borne by the Parties.  If the
            Steering Committee cannot agree with regard to any responsibility set
            forth in
            the preceding sentence, such issue shall be determined accordance with
            Section
            13.5.

           

          ARTICLE
            IX

           

          ADVERSE
            EXPERIENCES

           

          9.1           Notification.  The
            parties shall, during the term of this Agreement, keep each other promptly
            and
            fully informed of all of their pharmacological, toxicological and clinical
            

            

              
                
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                    under Rule
                    24b-2 of the Exchange Act of 1934. Material filed separately
                    with the Securities
                    and Exchange Commission.

                  
                  

                

                
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            trials,
              investigations and findings relating to the Product.
              Adverse Drug Events (ADEs) and Individual Case Safety Reports (ICSRs)
              may
              originate from any source, such as healthcare professionals, regulatory
              authorities, literature, consumers, patients, lawyers, clinical studies
              (including post-marketing surveillance and epidemiological studies),
              non-interventional studies, patient support programs, registries, internet,
              preclinical studies (e.g. toxicological studies), etc. Each Party shall
              use
              every effort to ensure that all ADE/ICSR or pregnancy reports meet
              the minimum
              regulatory criteria for a valid safety report.  Par shall forward all
              ADEs/ISCRs received for the Product to Immtech within five calendar
              days of
              receipt. Format for event reporting from Par to Immtech shall be a
              copy or
              facsimile of the source documentation. All event information will be
              transmitted
              via fax or secure email. The regulatory reporting time clock for submitting
              ADE/ICSR and pregnancy reports to Immtech is considered to start on
              the date
              when any individual within Par is first notified of a case report that
              fulfills
              the minimum criteria for a case report.

          

           

          9.2           Reporting.  With
            regards to the Product, Immtech is responsible for preparing and submitting
            aggregate and individual case regulatory safety reports within the Territory
            as
            required by regulatory authorities. Immtech shall also hold and maintain
            reports
            of all adverse events and adverse drug reactions, both serious and non-serious,
            and reports of pregnancies in a database for the Product for preparing
            and
            submitting aggregate and single case reports to the FDA for the
            Product.

           

          9.3           Literature
            Reports.  Immtech shall be responsible for screening
            published scientific and medical literature for ADEs/ICSRs. Par shall
            be
            responsible for notifying Immtech of any relevant ADEs/ICSR that may
            come to its
            attention in Par Territory via local scientific or medical journals,
            or
            unpublished scientific or conference papers.  A copy of the article
            shall be provided at the same time as the report.

           

          ARTICLE
            X


           

          REPRESENTATIONS
            AND WARRANTIES 

           

          10.1           Representations
            and Warranties.

           

          (a)           Mutual
            Representations and Warranties.  Each Party hereby
            represents and warrants to the other Party that:

           

          (i)           it
            has full corporate power and authority under the laws of the state of
            its
            incorporation to enter into this Agreement and to carry out the provisions
            hereunder;

           

          (ii)           to
            the knowledge of such Party as of the Effective Date (without undertaking
            any
            special investigation), the performance by either Party of the activities
            under
            this Agreement will not infringe, nor cause such Party to unlawfully
            or wrongly
            use, any existing patent, trademark, trade secret, confidential or proprietary
            right or other rights owned or claimed by a Third Party;

            

              
                
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                    under Rule
                    24b-2 of the Exchange Act of 1934. Material filed separately
                    with the Securities
                    and Exchange Commission.

                  
                  

                

                
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          (iii)           this
            Agreement is a legal and valid obligation binding upon it and is enforceable
            in
            accordance with its terms;

           

          (iv)           the
            execution, delivery and performance of this Agreement by it does not
            materially
            conflict with any agreement, oral or written, to which it is a party
            or by which
            it may be bound, nor violate any law or regulation of any court, governmental
            body or administrative or other agency having authority over it;
            and

           

          (v)           to
            the knowledge of such Party as of the Effective Date (without undertaking
            any
            special investigation), there is no claim, action, suit, proceeding or
            investigation pending or threatened against or affecting the transaction
            contemplated hereby.

           

          (b)           Immtech
            Representations and Warranties.  Immtech hereby
            represents and warrants to Par that:

           

          (i)           Immtech
            has granted to Par under this Agreement a license under all Immtech Technology,
            that are Owned or Controlled by Immtech or its Affiliates and are necessary
            or
            useful to Par’s conduct of its activities and exercise of its rights under this
            Agreement;

           

          (ii)           Immtech
            has the full right and authority to grant to Par all the license rights
            under
            the Immtech Technology that Immtech grants under this Agreement, and
            neither
            Immtech nor any of its Affiliates have granted to any Third Party any
            rights
            under the Immtech Technology (or any part thereof), or any rights that
            would
            conflict with or prevent the grant of the rights purported to be granted
            in this
            Agreement;

           

          (iii)           Immtech
            is the owner of the entire right, title and interest in the Immtech Technology
            and that it has the right and authority to enter into this Agreement
            and to
            grant the license under Section 2.1(a) hereof,

           

          (iv)           to
            Immtech’s knowledge and belief, neither the use, manufacture or sale of the
            Product, the practice of any inventions included in the Immtech Patents,
            nor the
            use of the Immtech Know-How infringes upon any Third Party patent, know-how
            or
            other intellectual property rights in the Territory;

           

          (v)           all
            Immtech Patents are Owned or Controlled by Immtech and may be licensed
            as
            provided hereunder by Immtech without violating Immtech’s contractual
            obligations to a Third Party and there is no claim, action, suit, proceeding
            or
            investigation

           

          (vi)           pending
            or, to Immtech’s knowledge, threatened against or affecting the Immtech Patents
            licensed hereunder; and

           

          (vii)           to
            Immtech’s best knowledge and belief, the Product will be granted orphan drug
            exclusivity by the FDA under the Orphan Drug Act, as amended.

            

              
                
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                    under Rule
                    24b-2 of the Exchange Act of 1934. Material filed separately
                    with the Securities
                    and Exchange Commission.

                  
                  

                

                
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          ARTICLE
            XI


           

          INDEMNIFICATION
            AND LIMITATION ON LIABILITY

           

          11.1           Indemnification
            by Immtech.  Subject to Section 11.3, Immtech shall
            defend, indemnify and hold harmless each of Par and its directors, officers
            and
            employees and the successors and assigns of any of the foregoing (each
            a
“Par Indemnitee”) from and against any and all liabilities,
            damages, settlements, penalties, fines, costs or expenses (including,
            without
            limitation, reasonable attorneys’ fees and other expenses of litigation)
            (collectively, “Liabilities”) arising, directly or indirectly,
            out of or in connection with Third Party claims, suits, actions, demands
            or
            judgments to the extent relating to or based on Immtech’s gross negligence,
            willful misconduct, or breach of its representations, warranties or obligations
            under this Agreement, except, in each case, to the extent Par has an
            obligation
            to indemnify Immtech under Section 11.2.

           

          11.2           Indemnification
            by Par.  Subject to Section 11.3, Par shall defend,
            indemnify and hold harmless each of Immtech and its directors, officers
            and
            employees and the successors and assigns of any of the foregoing (each
            an
“Immtech Indemnitee”) from and against any and all Liabilities
            arising, directly or indirectly, out of or in connection with Third Party
            claims, suits, actions, demands or judgments to the extent relating to
            or based
            upon Par’s gross negligence, willful misconduct, or breach of its
            representations, warranties or obligations under this Agreement, except,
            in each
            case, to the extent Immtech has an obligation to indemnify Par under
            Section
            11.1.

           

          11.3           Notice
            and Procedures.  If an Immtech Indemnitee or a Par
            Indemnitee (the “Indemnitee”) intends to claim indemnification
            under this Article XI, it shall promptly notify the other Party (the
            “Indemnitor”) in writing of any such alleged
            Liabilities.  The Indemnitor shall have the right to control the
            defense thereof with counsel of its choice, provided that such counsel
            is
            reasonably acceptable to Indemnitee; and, provided, further, that
            any Indemnitee shall have the right to retain its own counsel at its
            own
            expense, for any reason, including if representation of any Indemnitee
            by the
            counsel retained by the Indemnitor would be inappropriate due to actual
            or
            potential differing interests between such Indemnitee and any other Party
            reasonably represented by such counsel in such proceeding.  The
            Indemnitee, its employees and agents, shall reasonably cooperate with
            the
            Indemnitor and its legal representatives in the investigation of any
            Liabilities
            covered by this Article XI.  The obligations of this Section 11.3
            shall not apply to amounts paid in settlement of any claim, demand, action
            or
            other proceeding if such settlement is effected without the consent of
            the
            Indemnitor, which consent shall not be withheld or delayed
            unreasonably.  The failure to deliver written notice to the
            Indemnitor within a reasonable time after the commencement of any such
            action,
            if prejudicial to its ability to defend such action, shall relieve the
            Indemnitor of any obligation to the Indemnitee under this Section
            11.3.  It is understood that only Immtech or Par may claim indemnity
            under this Article XI (on its own behalf or on behalf of its Indemnitees),
            and
            other Indemnitees may not directly claim indemnity hereunder.

            

              
                
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                    and Exchange Commission.

                  
                  

                

                
                  23

                  
                    

                  

                

                
                  
                  

                

              

            

          

          11.5           Limitation
            of Damages.  EXCEPT AS PROVIDED IN SECTION 4.4(b)
            OF THIS AGREEMENT AND IN RESPECT OF THIRD PARTY CLAIMS UNDER ARTICLE
            XI, NEITHER
            PARTY NOR ANY OF ITS REPRESENTATIVES OR AFFILIATES SHALL BE LIABLE TO
            THE OTHER
            PARTY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING
            ECONOMIC
            DAMAGE OR INJURY TO PROPERTY AND LOST PROFITS (EXCEPT TO THE EXTENT OF
            ACCRUED
            COLLABORATION PAYMENTS), REGARDLESS OF WHETHER SUCH PARTY SHALL BE ADVISED,
            SHALL HAVE OTHER REASON TO KNOW OR IN FACT SHALL KNOW OF THE POSSIBILITY
            OF THE
            FOREGOING.

           

          ARTICLE
            XII


           

          TERM
            AND TERMINATION

           

          12.1           Term.  The
            term of this Agreement shall commence on the Effective Date and shall
            expire,
            unless earlier terminated as provided under Sections 12.2, 12.3 or 12.4,
            on the
            date on which any Royalty and other payment obligations of Par under
            this
            Agreement cease. 

           

          12.2           Termination
            for Breach. If either party commits a material
            breach or material default in the performance or observance of any of
            its
            obligations under this Agreement, and such breach or default continues
            for a
            period of sixty (60) days after delivery by the other Party of written
            notice
            reasonably detailing such breach or default, then the non-breaching or
            non-defaulting Party shall have the right to terminate this Agreement,
            with
            immediate effect, by giving written notice to the breaching or defaulting
            Party.  The Parties shall retain all rights and remedies (at law or in
            equity) in respect of any breach hereof.

        

      

    

    
            12.3     Termination
      for Bankruptcy. This Agreement shall automatically
      terminate upon the initiation of any proceeding in bankruptcy, reorganization,
      dissolution, liquidation or arrangement for the appointment of a receiver or
      trustee to take possession of the assets of either Party or similar proceeding
      under the law for release of creditors by or against a party hereto or if a
      party hereto shall make a general assignment for the benefit of its
      creditors.  All licenses and rights to licenses granted under or
      pursuant to this Agreement are, and shall otherwise be deemed to be, for
      purposes of Section 365(n) of the United States Bankruptcy Code (the
“Code”), licenses of rights to “intellectual property” as
      defined under Section 101(35A) of the Code.  Par, as the licensee of
      such rights under this Agreement, shall retain and may fully exercise all of
      its
      rights and elections under the Code, and upon commencement of a bankruptcy
      proceeding by or against Immtech under the Code, shall be entitled to a complete
      duplicate of, or complete access to (as Par deems appropriate), any such
      intellectual property and all embodiments of such intellectual
      property.  Such intellectual property and all embodiments thereof
      shall be promptly delivered to Par (a) upon any such commencement of a
      bankruptcy proceeding upon written request therefor by Par, unless Immtech
      elects to continue to perform all of its obligations under this Agreement or
      (b)
      if not delivered under (a) above, upon the rejection of this Agreement by or
      on
      behalf of Immtech upon written request therefor by Par, and each Party hereby
      acknowledges and agrees that the foregoing shall serve as its consent to such
      transfer of the 

    

      
        
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    intellectual
      property and all embodiments thereof.  The
      foregoing provisions of this Section 12.3 are without prejudice to any rights
      Par may have arising under the Code or other applicable law.

     

    12.5           Failure
      to Meet Development Milestones.  If either (i) Immtech
      fails to obtain Positive Phase III Clinical Trials in respect of the current
      Phase III Clinical Trials or (ii) the FDA rejects the NDA, then, Par shall
      have
      the right to immediately terminate this Agreement by providing a written notice
      of termination to Immtech.

     

    12.6           Effect
      of Termination.  

     

    (a)           Upon
      the termination of the Agreement by Par in accordance with Section 12.2, (i)
      Par
      and its Affiliates shall have a non-exclusive, royalty-free, fully-paid up,
      perpetual, worldwide license to the Immtech Technology to make, sell and have
      sold the Product in the Territory.

     

    (b)           Upon
      the termination of the Agreement by Immtech in accordance with Section 12.2,
      (i)
      all rights and licenses granted to Par pursuant to this Agreement shall
      automatically and immediately terminate and Par immediately shall discontinue
      Commercialization of Product and all use of the Product trademarks (and any
      word
      or design confusingly similar thereto) and the Immtech Technology; and (ii)
      Par
      shall pay within thirty (30) days after such termination: (x) all accrued and
      unpaid amounts due to Immtech in accordance with the terms of this Agreement
      (including, if such termination shall occur following the grant of Regulatory
      Approval, any Sales Milestone payments that have been achieved but not yet
      paid
      by Par, any unpaid Royalties and transfer costs for Product manufactured
      pursuant to Par’s sales forecast but not yet delivered to Par, but only to the
      extent that Immtech is unable to sell such Product; (y) any other amounts that
      will become due to Immtech through or after the effective date of such
      termination in accordance with the terms hereof; and (z) if such termination
      shall occur prior to the grant of Regulatory Approval, the Development
      Milestones if and when they are achieved.  The remedies set forth in
      this Section 12.5(b) constitute Immtech’s sole and exclusive rights and remedies
      for a termination of the Agreement by Immtech in accordance with Section 12.2
      at
      law or in equity in respect of thereof.

     

    (c)           With
      the exception of any breach of Article VII of this Agreement, the parties agree
      that the provisions of this Section 12.5 are intended to limit the claims that
      the parties may have against each other in the circumstances described herein,
      and the liquidated damages provided herein bear a reasonable relationship to
      the
      anticipated harm that would be caused by the relevant breaches.  The
      parties further acknowledge and agree that, with the exception
      of any breach of Article VII of this Agreement, the amount of actual loss caused
      by such breaches of this Agreement as provided in Section 12.2 is difficult
      to
      estimate with precision and that the parties would not have a convenient and
      adequate alternative to liquidated damages hereunder.

     

     

     

    
      

        
          
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              and Exchange Commission.

            
            

          

          
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    (d)           Upon
      the termination or expiration of this Agreement each Party shall return to
      the
      other Party, or destroy, at the other Party's request, all Confidential
      Information of the other Party.

     

    12.7           Surviving
      Rights.  The obligations and rights of the Parties under
      Sections 4.3, 5.4(c), 8.1, 10.2, 12.1, 12.3, 12.5, 12.7 and 12.8 and Articles
      VII, IX, XI and XIII shall survive termination or expiration of this
      Agreement.  

     

    12.8           Accrued
      Rights and Surviving Obligations.  The termination or
      expiration of this Agreement for any reason shall be without prejudice to any
      rights which shall have accrued to the benefit of either Party prior to such
      termination or expiration, including any damages arising from any breach
      hereunder.  Such termination or expiration shall not relieve either
      Party from obligations which are expressly indicated to survive termination
      or
      expiration of this Agreement.

     

    ARTICLE
      XIII


     

    MISCELLANEOUS

     

    13.1           Entire
      Agreement; Modification.  This Agreement, together with
      the Schedules attached hereto and incorporated herein, constitutes the entire
      understanding and agreement of the Parties with respect to the subject matter
      hereof and cancels and supersedes any and all prior negotiations,
      correspondence, understandings and agreements, whether verbal or written,
      between the Parties with respect to the subject matter hereof.  No
      modification or amendment of any provision of this Agreement shall be valid
      or
      effective unless made in writing and signed by a duly authorized officer of
      each
      Party.

     

    13.2           Assignment.  This
      Agreement shall be binding upon and inure to the benefit of the Parties hereto
      and their permitted successors and assigns; provided, however,
      that neither Party shall assign any of its rights and obligations hereunder
      without the prior written consent of the other Party except to an Affiliate
      or
      as incident to the merger, consolidation, reorganization or acquisition of
      stock
      or assets affecting substantially all of the assets or actual voting control
      of
      the assigning Party.  Any assignment or attempted assignment by either
      Party in violation of the terms of this Section 13.2 shall be null and
      void.

     

    13.3           Performance
      by Affiliates.  The Parties recognize that each Party may
      perform some or all of its obligations under this Agreement through one (1)
      or
      more of its Affiliates; provided, however, that each Party shall
      remain responsible for and shall guarantee such performance by its Affiliates
      and shall cause its Affiliates to comply with the provisions of this
Agreement
      in connection with such performance.  Each Party hereby expressly
      waives any requirement that the other Party exhaust any right, power or remedy,
      or proceed against an Affiliate, for any obligation or performance hereunder
      prior to proceeding directly against such Party.

    
      

        
          
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              and Exchange Commission.

            
            

          

          
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    13.4           Notices.  Any
      notices given under this Agreement shall be in writing, addressed to the Parties
      at the following addresses, and delivered by person, by facsimile, or by FedEx
      or other reputable international courier service.  Any such notice
      shall be deemed to have been given as of the day of personal delivery, one
      (1)
      day after the date sent by facsimile service or on the day of attempted or
      successful delivery to the other Party confirmed by the courier
      service.

     

    
      	
              In
                the case of Immtech:

            	
              Immtech
                Pharmaceuticals, Inc.

              One
                North End Avenue

              New
                York, NY 10282

              Attn:
                Eric L. Sorkin, CEO

              Fax:  (212)
                791-2917

            
	 	 
	
              with
                a copy to:

            	
              Paul,
                Hastings, Janofsky & Walker LLP

              75
                E. 55th Street

              New
                York, NY  10022

              Attn:  Keith
                Miller, Esq.

              Fax:  212-319-4090

            
	 	 
	
              In
                the case of Par:

            	
              Par
                Pharmaceuticals, Inc.

              300
                Tice Boulevard

              Woodcliff
                Lake, NJ 07677

              Attn:  General
                Counsel’s Office

              Fax:  (201)
                802-4223

            
	 	 
	
              with
                a copy to:

            	
              Orrick,
                Herrington & Sutcliffe LLP

              666
                Fifth Avenue

              New
                York, NY  10103-0001

              Attn:
                R. King Milling, Jr., Esq.



              Fax:
                (212) 506-5151

            
	 	 


    

    13.5           Either
      Party may change its address for communications by a notice to the other Party
      in accordance with this Section 13.4.

     

    13.6           Dispute
      Resolution.  The parties recognize that a
bonafide dispute as to certain matters may, from time
      to time,
      arise during the Term that relates to a party’s rights and/or obligations
      hereunder.  In the event of the occurrence of such a dispute, either
      party may, by written notice to the other party, have such dispute referred
      to
      the respective officers designated below,
      or
      their successors, for attempted resolution by good faith negotiation within
      thirty (30) days after such notice is received.  Such designated
      officers are as follows:

     

    For
      Immtech:   Eric L. Sorkin, CEO, Gary Parks, CFO

     

    For
      Par:           John
      MacPhee, President, Branded Division

    
      

        
          
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    In
      the
      event that the designated officers are not able to resolve the dispute within
      such thirty (30)-day period, or such other period of time as the parties may
      mutually agree to in writing, each party shall have the right to pursue any
      and
      all remedies available at law or in equity.

     

    13.7           Governing
      Law; Waiver of Jury Trial.   This Agreement shall be
      governed by, and construed in accordance with, the laws of the State of New
      York
      without reference to any rules of conflicts of laws.  The parties
      hereby consent to the exclusive jurisdiction of the Federal and State courts
      of
      New York and hereby waive any objection to venue or forum laid
      therein.  The parties hereby agree that service of process by
      certified mail, return receipt requested, shall constitute personal service
      for
      all purposes hereof.  The parties expressly reject the application of
      the United Nations Convention on Contracts for the International Sale of Goods
      and all implementing legislation thereunder.  EACH PARTY HEREBY WAIVES
      ITS RIGHT TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION BASED UPON, ARISING
      OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY,
      IN
      ANY ACTION, PROCEEDING OR OTHER LITIGATION OF ANY TYPE BROUGHT BY ANY PARTY
      AGAINST THE OTHER, WHETHER WITH RESPECT TO CONTRACT CLAIMS, TORT CLAIMS OR
      OTHERWISE.  THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS,
      RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS
      AGREEMENT.  

     

    13.8                      Force
      Majeure.  A party hereto shall be excused and shall not
      be held liable or responsible for failure or delay in fulfilling or performing
      any of its obligations under this Agreement  if such failure or delay
      is caused by acts of God, acts of the public enemy, fire, explosion, flood,
      drought, war, terrorists, riot, unavailability of raw material, sabotage,
      embargo, strikes or other labor disputes, intervention of governmental
      authority, or by any other event or circumstance of like or different character
      to the foregoing beyond the reasonable control and without the fault or
      negligence of the affected party (a “Force Majeure
      Event”).  Such excuse shall continue as long as the Force Majeure
      Event continues.  Upon cessation of such Force Majeure Event, such
      party shall promptly resume performance hereunder.  Each party agrees
      to give the other party prompt written notice of the occurrence of any Force
      Majeure Event, the nature thereof and the extent to which the affected party
      will be unable to perform its obligations hereunder.  Each party
      further agrees to use reasonable efforts to correct or otherwise address the
      Force Majeure Event as soon as practicable and to give the other party prompt
      written notice when it is again fully able to perform such
      obligations.

     

    13.9                      Independent
      Contractors.  In making and performing this Agreement,
      Par and Immtech act and shall act at all times as independent contractors and
      nothing contained in this Agreement
      shall be construed or implied to create an agency, partnership or employer
      and
      employee relationship between Immtech and Par.  At no time shall one
      Party make commitments or incur any charges or expenses for or in the name
      of
      the other Party.

     

    13.10                      Severability;
      Waiver.  If one (1) or more of the provisions of this
      Agreement are held by any court or authority having jurisdiction over this
      Agreement or either of the Parties to be invalid, illegal or unenforceable,
      such
      provision or provisions shall be validly reformed to as 

      

        
          
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nearly as
        possible approximate the intent of the Parties and, if unreformable, shall
        be
        divisible and deleted in such jurisdiction; elsewhere, this Agreement shall
        not
        be affected so long as the Parties are still able to realize the principal
        benefits bargained for in this Agreement.  The failure of a Party to
        insist upon strict performance of any provision of this Agreement or to exercise
        any right arising out of this Agreement shall neither impair that provision
        or
        right nor constitute a waiver of that provision or right, in whole or in
        part,
        in that instance or in any other instance.  Any waiver by a Party of a
        particular provision or right shall be in writing, shall be as to a particular
        matter and, if applicable, for a particular period of time and shall be signed
        by such Party.

    

     

    13.11                      Further
      Actions.  Each Party agrees to execute, acknowledge and
      deliver such further instruments, and to do all such other acts, as may be
      necessary or appropriate in order to carry out the purposes and intent of this
      Agreement.

     

    13.12                      Cumulative
      Rights.  The rights, powers and remedies hereunder shall
      be in addition to, and not in limitation of, all rights, powers and remedies
      provided at law or in equity, or under any other agreement between the
      Parties.  All of such rights, powers and remedies shall be cumulative,
      and may be exercised successively or cumulatively.

     

    13.13
                           Counterparts.  This
      Agreement may be executed in two (2) or more counterparts, each of which shall
      be an original and all of which shall constitute together the same
      document.  Counterparts may be signed and delivered by facsimile, each
      of which shall be binding when sent.

     

    [Signature
      Page Follows]

     

     

    


      

        
          
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    IN
      WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
      by
      their duly authorized representatives as of the day and year first above
      written.

     

    


    
      	 	
              IMMTECH
                PHARMACEUTICALS, INC.

            
	 	
              By:       /s/
                Eric L.
                Sorkin                                                    
                
Name:   
                Eric L. Sorkin

              Title:      
                Chairman and Chief Executive Officer

            
	 	 
	 	 
	 	
              PAR
                PHARMACEUTICAL, INC.

            
	 	
              By:     
                /s/ John MacPhee__________________________

              Name:     John
                MacPhee

              Title:        President,
                Branded Products Division