Patent and Technology License Agreement


     

    Exhibit
      10.22

    

       

      CONFIDENTIAL
        TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED
        HEREWITH OMITS THE INFORMATION SUBJECT TO THE CONFIDENTIALITY REQUEST.
OMISSIONS
        ARE DESIGNATED AS *. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED
SEPARATELY
        WITH THE SECURITIES AND EXCHANGE COMMISSION.

      


      PATENT
        AND TECHNOLOGY LICENSE AGREEMENT

      


      This
        twenty-seven (27) page AGREEMENT ("AGREEMENT") is made on this 10th day of
        January 2006, by and between THE BOARD OF REGENTS ("BOARD") of THE UNIVERSITY
        OF
        TEXAS SYSTEM ("SYSTEM"), an agency of the State of Texas, whose address is
        201
        West 7th Street, Austin, Texas 78701, on behalf of THE UNIVERSITY OF TEXAS
        M. D.
        ANDERSON CANCER CENTER ("UTMDACC"), a component institution of SYSTEM, and
        CALLISTO PHARMACEUTICALS, INC., a Delaware corporation having a principal
        place
        of business located at 420 Lexington Avenue, Suite 1609, New York, New York
        10170 (“LICENSEE”).

       

      TABLE
        OF CONTENTS

       

      
        	
                RECITALS
                  

              	
                Page
                  2 

              
	 	 
	
                I.
                  EFFECTIVE DATE 

              	
                Page
                  2 

              
	 	 
	
                II.
                  DEFINITIONS

              	
                Page
                  2 

              
	 	 
	
                III.
                  LICENSE

              	
                Page
                  4 

              
	 	 
	
                IV.
                  CONSIDERATION, PAYMENTS AND REPORTS

              	
                Page
                  6 

              
	 	 
	
                V.
                  SPONSORED RESEARCH

              	
                Page
                  12 

              
	 	 
	
                VI.
                  PATENTS AND INVENTIONS 

              	
                Page
                  12

              
	 	 
	
                VII.
                  INFRINGEMENT BY THIRD PARTIES

              	
                Page
                  13 

              
	 	 
	
                VIII.
                  PATENT MARKING

              	
                Page
                  14 

              
	 	 
	
                IX.
                  INDEMNIFICATION AND INSURANCE

              	
                Page
                  14 

              
	 	 
	
                X.
                  USE OF BOARD AND UTMDACC'S NAME 

              	
                Page
                  16

              
	 	 
	
                XI.
                  CONFIDENTIAL INFORMATION AND PUBLICATION

              	
                Page
                  16 

              
	 	 
	
                XII.
                  ASSIGNMENT

              	
                Page
                  18 

              
	 	 
	
                XIII.
                  TERM AND TERMINATION

              	
                Page
                  18 

              


      

       

      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

       

      
        	
                XIV.
                  WARRANTY: SUPERIOR-RIGHTS

              	
                Page
                  21 

              
	 	 
	
                XV.
                  GENERAL 

              	
                Page
                  23 

              
	 	 
	
                SIGNATURES

              	
                Page
                  26 

              


      

       

      RECITALS

       

      
        	
                A.

              	
                BOARD
                  owns certain PATENT RIGHTS and TECHNOLOGY RIGHTS related to LICENSED
                  SUBJECT MATTER developed at
                  UTMDACC.

              


      

      
        	 	 


        	
                B.

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

              


      

      
        	 	 


        	
                C.

              	
                LICENSEE
                  wishes to obtain a license from BOARD to practice LICENSED SUBJECT
                  MATTER.

              


      

       

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

       

      I. EFFECTIVE
        DATE

       

      
        	
                1.1

              	
                This
                  AGREEMENT is effective as of the date written above ("EFFECTIVE
                  DATE").

              


      

       

      II. DEFINITIONS

       

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

       

      
        	
                2.1

              	
                AFFILIATE
                  means any business entity more than fifty percent (50%) owned by
                  LICENSEE,
                  any business entity which owns more than fifty percent (50%) of
                  LICENSEE,
                  or any business entity that is more than fifty percent (50%) owned
                  by a
                  business entity that owns more than fifty percent (50%) of
                  LICENSEE.

              


      

      
        	 	 


        	
                2.2

              	
                LICENSED
                  FIELD
                  means the fields of human therapeutics and animal
                  therapeutics.

              


      

      
      

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      

        
          	
                  2.3

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

                


        

        
          	 	 


          	
                  2.4

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

                


        

        
          	 	 


          	
                  2.5

                	
                  LICENSED
                    TERRITORY
                    means worldwide.

                


        

        
          	 	 


          	
                  2.6

                	
                  NET
                    SALES
                    means the gross revenues received by LICENSEE from a SALE less
                    sales
                    discounts actually granted, sales and/or use taxes actually paid,
                    import
                    and/or export duties actually paid, outbound transportation actually
                    prepaid or allowed, and amounts actually allowed or credited
                    due to
                    returns (not exceeding the original billing or invoice amount),
                    all as
                    recorded by LICENSEE in LICENSEE’s official books and records in
                    accordance with generally accepted accounting practices and consistent
                    with LICENSEE’s published financial statements and/or regulatory filings
                    with the United States Securities and Exchange
                    Commission.

                


        

        
          	 	 


          	
                  2.7

                	
                  PATENT
                    RIGHTS
                    means BOARD's rights in information or discoveries described
                    in invention
                    disclosures, or claimed in any patents, and/or patent applications,
                    whether domestic or foreign, and all divisionals, continuations,
                    continuations-in-part, reissues, reexaminations or extensions
                    thereof, and
                    any letters patent that issue thereon as defined in Exhibit I
                    attached
                    hereto.

                


          	 	 


          	2.8	PHASE II CLINICAL STUDY
                  means: (a) that portion of the drug development and review process
                  which
                  provides for early controlled clinical studies conducted to obtain
                  preliminary data on the effectiveness of an investigational new
                  drug for a
                  particular indication, as more specifically defined by the rules
                  and
                  regulations of the FDA,


        

         

        
          
            
            

          

          
            3

            
              

            

          

          
            
            

          

        

          

      

      
        
          	 	including 21 C.F.R.§
                  312.21 or any future revisions or substitutes therefor; or (b)
                  a similar
                  clinical study in any national jurisdiction other than the United
                  States.


          	 	 


          	
                  2.9

                	
                  PHASE
                    IIb CLINICAL STUDY
                    means that portion of a PHASE II CLINICAL STUDY involving controlled
                    dose
                    ranging to evaluate the efficacy and safety of an investigational
                    new drug
                    in the target patient population and to define the optimal dosing
                    regimen.
                    

                


        

        
          	 	 


          	
                  2.10

                	
                  SALE
                    or SOLD
                    means the transfer or disposition of a LICENSED PRODUCT for value
                    to a
                    party other than LICENSEE or
                    AFFILIATE.

                


        

        
          	 	 


          	
                  2.11

                	
                  TECHNOLOGY
                    RIGHTS
                    means BOARD's rights in any technical information, know-how,
                    processes,
                    procedures, compositions, devices, methods, formulae, protocols,
                    techniques, software, designs, drawings or data created by the
                    inventor(s)
                    listed in Exhibit I at UTMDACC before the EFFECTIVE DATE, which
                    are not
                    claimed in PATENT RIGHTS but that are necessary for practicing
                    PATENT
                    RIGHTS.

                


        

         

        III. LICENSE

         

        
          	3.1	BOARD, through UTMDACC, hereby grants to LICENSEE
                  a
                  royalty-bearing, exclusive license under LICENSED SUBJECT MATTER
                  to
                  manufacture, have manufactured, use, import, offer to sell and/or
                  sell
                  LICENSED PRODUCTS within LICENSED TERRITORY for use within LICENSED
                  FIELD. This
                  grant is subject to Sections 14.2 and 14.3 hereinbelow, the payment
                  by
                  LICENSEE to UTMDACC of all consideration as provided herein, the
                  timely
                  payment of all amounts due under any related sponsored research
                  agreement
                  between UTMDACC and LICENSEE in effect during this
                  


          	 	 


        

         

      

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

      
        	 	AGREEMENT, and is further subject to the following
                rights
                retained by BOARD and UTMDACC to:


      

      
        	 	
                (a)

              	
                Publish
                  the general scientific findings from research related to LICENSED
                  SUBJECT
                  MATTER, subject to the terms of Article XI-Confidential Information
                  and
                  Publication; and 

              


      

      
        	 	
                (b)

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

              


      

      
        	 	 


        	
                3.2

              	
                LICENSEE
                  may extend the license granted herein to any AFFILIATE provided
                  that the
                  AFFILIATE consents in writing to be bound by this AGREEMENT to
                  the same
                  extent as LICENSEE. LICENSEE agrees to deliver such contract to
                  UTMDACC
                  within thirty (30) calendar days following execution
                  thereof.

              


      

      
        	 	 


        	
                3.3

              	
                LICENSEE
                  may grant sublicenses under LICENSED SUBJECT MATTER consistent
                  with the
                  terms of this AGREEMENT provided that LICENSEE is responsible for
                  its
                  sublicensees relevant to this AGREEMENT, and for diligently collecting
                  all
                  amounts due LICENSEE from sublicensees. If a sublicensee pursuant
                  hereto
                  becomes bankrupt, insolvent or is placed in the hands of a receiver
                  or
                  trustee, LICENSEE, to the extent allowed under applicable law and
                  in a
                  timely manner, agrees to use its best reasonable efforts to collect
                  all
                  consideration owed to LICENSEE and to have the sublicense agreement
                  confirmed or rejected by a court of proper jurisdiction.
                  

              


      

      
        	 	 


        	
                3.4

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

              


      

       

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

       

      

        
          	
                  3.5

                	
                  If
                    this AGREEMENT is terminated pursuant to Article XIII-Term and
                    Termination, BOARD and UTMDACC agree to accept as successors
                    to LICENSEE,
                    existing sublicensees in good standing at the date of termination
                    provided
                    that each such sublicensee consents in writing to be bound by
                    all of the
                    terms and conditions of this
                    AGREEMENT.

                


        

        
          	 	 


          	
                  3.6

                	
                  UTMDACC
                    grants LICENSEE an exclusive option to negotiate a worldwide,
                    royalty-bearing exclusive license to any Improvements created
                    by Dr.
                    Waldemar Priebe at UTMDACC for two years from the EFFECTIVE DATE.
                    For the
                    purpose of this Section, “Improvements” means any analogs or derivative
                    compounds based on the activity or structure of Tyrphostins.
                    Such option
                    shall be exercisable in the following manner: UTMDACC will promptly
                    notify
                    LICENSEE of any Improvements that are disclosed to its Office
                    of
                    Technology Commercialization. LICENSEE shall have three (3) months
                    from
                    such disclosure to notify UTMDACC of its desire to enter into
                    such a
                    license agreement, and a license agreement shall be negotiated
                    in good
                    faith within a period not to exceed six (6) months from LICENSEE's
                    notification to UTMDACC of its desire to enter into a license
                    agreement,
                    or such period of time as to which the parties shall mutually
                    agree.
                    UTMDACC agrees that any license negotiated for Improvements will
                    contain
                    appropriate royalty stacking language which will prevent UTMDACC
                    from
                    receiving a royalty pursuant to both this AGREEMENT and any negotiated
                    license for the Improvements.

                


        

      

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

       

      IV. CONSIDERATION,
        PAYMENTS AND REPORTS

       

      
        	
                4.1

              	
                In
                  consideration of rights granted by BOARD to LICENSEE under this
                  AGREEMENT,
                  LICENSEE agrees to pay UTMDACC the
                  following:

              


      

      
        	 	
                (a)

              	
                All
                  out-of-pocket expenses incurred by UTMDACC in filing, prosecuting,
                  enforcing and maintaining PATENT RIGHTS, and all such future expenses
                  incurred by UTMDACC, for so long as, and in such countries as this
                  AGREEMENT remains in effect. UTMDACC will invoice LICENSEE within
                  thirty
                  (30) calendar days of the EFFECTIVE DATE for expenses incurred
                  as of that
                  time and on a quarterly basis thereafter. The invoiced amounts
                  will be due
                  and payable by LICENSEE within thirty (30) calendar days of invoice;
                  and
                  

              


      

      
        	 	
                (b)

              	
                A
                  nonrefundable license documentation fee in the amount of $*. This
                  fee will
                  not reduce the amount of any other payment provided for in this
                  ARTICLE
                  IV, and is due and payable within thirty (30) calendar days after
                  the
                  AGREEMENT has been fully executed by all parties;
                  and

              


      

      
        	 	
                (c)

              	
                Nonrefundable
                  annual license maintenance fees as
                  follows:

              


      

      
        	 	
                (i)

              	
                year
                  one - $*, due within thirty (30) days of the first anniversary
                  of the
                  EFFECTIVE DATE;

              


      

      
        	 	
                (ii)

              	
                year
                  two - $*, due within thirty (30) days of the second anniversary
                  of the
                  EFFECTIVE DATE;

              


        	 	
                (iii)

              	
                year
                  three - $*, due within thirty (30) days of the third anniversary
                  of the
                  EFFECTIVE DATE;

              


      

      
      

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

       

      
        	 	
                 

              	
                 

              


      

      
        	 	
                (iv)

              	
                year
                  four - $*, due within thirty (30) days of the fourth anniversary
                  of the
                  EFFECTIVE DATE;

              


      

      
        	 	
                (v)

              	
                year
                  five - $*, due within thirty (30) days of the fifth anniversary
                  of the
                  EFFECTIVE DATE; and

              


      

      
        	 	
                (vi)

              	
                year
                  six and each subsequent year - $*, due within thirty (30) days
                  of the
                  seventh anniversary of the EFFECTIVE DATE and every anniversary
                  of the
                  EFFECTIVE DATE thereafter, provided that, upon the first SALE,
                  the annual
                  maintenance fee for that year and subsequent years will become
                  a
                  guaranteed minimum annual royalty of $* per year.
                  

              


      

      These
        annual maintenance fees will be offset against any payments paid that are
        otherwise due pursuant to Section 4.1(d); and

      
        	 	
                (d)
                  

              	
                A
                  running royalty as follows:

              


      

      
        	 	
                (i)

              	
                *
                  percent (*%) of NET SALES up to and including $* in NET SALES;
                  and

              


      

      (ii) *
        percent
        (*%) of NET SALES in excess of $*; and

      
        	
                (e)
                  

              	
                Milestone
                  payments as follows due for each LICENSED PRODUCT used as a therapeutic:
                  

              


      

      
        	 	
                (i)

              	
                $*
                  due within thirty (30) days of an NDA filing for each LICENSED
                  PRODUCT.
                  As
                  used herein, “NDA filing” shall mean the filing of a New Drug Application
                  (as described in 21 C.F.R.§ 314.50 et. seq. or any future revisions or
                  substitutes therefor) or a similar application seeking
                  

              


      

      
      

       

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

       

      
        	 	 	Marketing Approval, as defined below, in the United
                States or a country other than the United
                States;


        	 	
                (ii)

              	
                $*
                  due within thirty (30) days of Marketing Approval of each LICENSED
                  PRODUCT. “Marketing
                  Approval” means the approval or authorization required
                  for the marketing, promotion and sale of LICENSED PRODUCT in a
                  country,
                  such as the issuance of an approval action on an NDA in the United
                  States,
                  or the issuance of its equivalent in a country other than the United
                  States;
                  and

              


      

      
        	 	
                (iii)

              	
                $*
                  due within thirty (30) days of the first SALE of each LICENSED
                  PRODUCT;
                  and 

              


      

      
        	
                (f)

              	
                The
                  following percentage of all consideration (other than (i) research
                  and
                  development money; (ii) payments received by LICENSEE from a sublicense
                  as
                  a result of the purchase or sale of debt or equity securities of
                  LICENSEE
                  by such sublicense; or (iii) monies received for the same milestone
                  events
                  outlined in Section 4.1(e)) received by LICENSEE from either (i)
                  any
                  sublicensee pursuant to Sections 3.3 and 3.4 hereinabove, or (ii)
                  any
                  assignee pursuant to Section 12.1 hereinbelow (in consideration
                  for
                  UTMDACC allowing the assignment), including but not limited to,
                  royalties,
                  up-front payments, marketing, distribution, franchise, option,
                  license, or
                  documentation fees, bonus, and certain milestone payments and equity
                  securities not excluded above: 

              


      

      
        	 	
                (i)

              	
                prior
                  to completion of a Phase IIb Clinical Study - * percent (*%);
                  and

              


      

      
        	 	
                (ii)

              	
                on
                  or after completion of Phase IIb Clinical Study -
                  *
                  percent (*%).

              


      

      
      

       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

       

      
        	
                4.2

              	
                Unless
                  otherwise provided, all such payments are payable within thirty
                  (30)
                  calendar days after March 31, June 30, September 30, and December
                  31 of
                  each year during the term of this AGREEMENT, at which time LICENSEE
                  will
                  also deliver to UTMDACC a true and accurate report, giving such
                  particulars of the business conducted by LICENSEE and its sublicensees,
                  if
                  any exist, during the preceding three calendar months under this
                  AGREEMENT
                  as necessary for UTMDACC to account for LICENSEE's payments hereunder.
                  This report will include pertinent data, including, but not limited
                  to:
                  

              


      

      
        	 	
                (a)

              	
                the
                  accounting methodologies used to account for and calculate the
                  items
                  included in the report and any differences in such accounting
                  methodologies used by LICENSEE since the previous report;
                  and

              


      

      
        	 	
                (b)

              	
                a
                  list of LICENSED PRODUCTS produced for the three (3) preceding
                  calendar
                  months categorized by the technology it relates to under PATENT
                  RIGHTS;
                  and

              


      

      
        	 	
                (c)

              	
                the
                  total quantities of LICENSED PRODUCTS produced by the category
                  listed in
                  Section 4.2(b); and

              


      

      
        	 	
                (d)

              	
                the
                  total SALES by the category listed in Section 4.2(b); and
                  

              


      

      
        	 	
                (e)

              	
                the
                  calculation of NET SALES by the category listed in Section 4.2(b);
                  and

              


      

      
        	 	
                (f)

              	
                the
                  royalties so computed and due UTMDACC by the category listed in
                  Section
                  4.2(b) and/or minimum royalties; and

              


      

      
        	 	
                (g)

              	
                all
                  consideration received from each sublicensee or assignee and payments
                  due
                  UTMDACC; and

              


        	 	(h)	all other amounts due UTMDACC
                herein.


      

       

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

       

      Simultaneously
        with the delivery of each such report, LICENSEE agrees to pay UTMDACC the
        amount
        due, if any, for the period of such report. These reports are required even
        if
        no payments are due.

       

      
        	
                4.3

              	
                During
                  the term of this AGREEMENT and for one (1) year thereafter, LICENSEE
                  agrees to keep complete and accurate records of its and its sublicensees'
                  SALES and NET SALES in sufficient detail to enable the royalties
                  and other
                  payments due hereunder to be determined. LICENSEE agrees to permit
                  UTMDACC
                  or its representatives, at UTMDACC's expense, to periodically examine
                  LICENSEE’s books, ledgers, and records during regular business hours for
                  the purpose of and to the extent necessary to verify any report
                  required
                  under this AGREEMENT. If any amounts due UTMDACC are determined
                  to have
                  been underpaid in an amount equal to or greater than five percent
                  (5%) of
                  the total amount due during the period so examined, then LICENSEE
                  will pay
                  the cost of the examination plus accrued interest at the highest
                  allowable
                  rate.

              


      

      
        	 	 


        	
                4.4

              	
                Within
                  thirty (30) calendar days following each anniversary of the EFFECTIVE
                  DATE, LICENSEE will deliver to UTMDACC a written progress report
                  as to
                  LICENSEE's (and any sublicensee’s) efforts and accomplishments during the
                  preceding year in diligently commercializing LICENSED SUBJECT MATTER
                  in
                  the LICENSED TERRITORY and LICENSEE's (and sublicensees')
                  commercialization plans for the upcoming
                  year.

              


      

      
        	 	 


        	
                4.5

              	
                All
                  amounts payable hereunder by LICENSEE will be paid in United States
                  funds
                  without deductions for taxes, assessments, fees, or charges of
                  any kind.
                  Checks are to be made payable to The University of Texas M. D.
                  Anderson
                  Cancer Center, and sent by 

              


      

       

      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

       

      United
        States mail to Box 297402, Houston, Texas 77297, Attention: Manager, Sponsored
        Programs or by wire transfer to:

       

      BANK
        ONE
        TEXAS

      910
        TRAVIS

      HOUSTON,
        TEXAS 77002

      SWIFT:
        BONEUS44HOU

      


      ABA
        ROUTING NO: 111000614

      ACCOUNT
        NAME: UNIV.
        OF
        TEXAS M. D. ANDERSON CANCER CENTER

      ACCOUNT
        NO: 1586838979

      REFERENCE: include
        title and EFFECTIVE DATE of AGREEMENT and type of payment (e.g., license
        documentation fee, milestone payment, royalty [including applicable
        patent/application identified by MDA reference number and patent number or
        application serial number], or maintenance fee, etc.). 

      


      
        	
                4.6

              	
                No
                  payments due or royalty rates owed under this AGREEMENT will be
                  reduced as
                  the result of co-ownership of LICENSED SUBJECT MATTER by BOARD
                  and another
                  party, including, but not limited to,
                  LICENSEE.

              


      

       

      V. SPONSORED
        RESEARCH

       

      
        	
                5.1

              	
                If
                  LICENSEE desires to sponsor research for or related to the LICENSED
                  SUBJECT MATTER, and particularly where LICENSEE receives payments
                  for
                  sponsored research pursuant to a sublicense under this AGREEMENT,
                  LICENSEE
                  (a) will notify UTMDACC in writing of all opportunities to conduct
                  this
                  sponsored research (including clinical trials, if applicable),
                  (b) solicit
                  research and/or clinical proposals from UTMDACC for this purpose,
                  and (c)
                  will give good faith consideration to funding the proposals at
                  UTMDACC.

              


      

       

      VI. PATENTS
        AND INVENTIONS

       

      
        	
                6.1

              	
                If
                  after consultation with LICENSEE both parties agree that a new
                  patent
                  application should be filed for LICENSED SUBJECT MATTER, LICENSEE
                  will pay
                  the cost of 

              


      

       

      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

       

      
        
          	
                   

                	
                  searching,
                    preparing, filing, prosecuting and maintaining same. UTMDACC
                    will keep
                    LICENSEE fully informed on a timely basis of all activity on
                    the filings
                    related to the LICENSED SUBJECT MATTER and will provide LICENSEE
                    with a
                    copy of all applications and any documents received or filed
                    during
                    prosecution thereof for which LICENSEE has paid the cost of filing. 
                    For all applications and responses to office actions filed during
                    the term
                    of this AGREEMENT, LICENSEE will timely provide UTMDACC an initial
                    draft
                    and UTMDACC will review, finalize and file such documents. If
                    LICENSEE
                    notifies UTMDACC that it does not intend to pay the cost of an
                    application, or if LICENSEE does not respond or make an effort
                    to agree
                    with UTMDACC on the disposition of rights of the subject invention,
                    then
                    UTMDACC may file such application at its own expense and LICENSEE’s rights
                    to such invention under this AGREEMENT shall terminate in their
                    entirety.
                    The
                    parties agree that they share a common legal interest to get
                    valid
                    enforceable patents and that LICENSEE will keep all privileged
                    information
                    received pursuant to this Section
                    confidential.

                


        

      

       

      VII. INFRINGEMENT
        BY THIRD PARTIES

       

      
        	
                7.1

              	
                LICENSEE,
                  at its expense, must enforce any patent exclusively licensed hereunder
                  against infringement by third parties and is entitled to retain
                  recovery
                  from such enforcement. After reimbursement of LICENSEE’s reasonable legal
                  costs and expenses related to such recovery, LICENSEE agrees to
                  pay
                  UTMDACC either: (a) the royalty detailed in Section 4.1(d) for
                  any
                  monetary recovery that is for sales of LICENSED PRODUCTS lost due
                  to the
                  infringement and fifty percent (50%) of punitive damages for willful
                  infringement; or (b) fifty percent (50%) of reasonable royalties
                  awarded
                  and 

              


      

      
      

       

      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

       

      
        	 	punitive damages for willful infringement in any
                recovery
                in which the award is for reasonable royalties. LICENSEE must notify
                UTMDACC in writing of any potential infringement within thirty (30)
                calendar days of knowledge thereof. If LICENSEE decides not to pursue
                an
                infringement enforcement action within six month of knowledge of
                such
                infringement, LICENSEE will notify UTMDACC and then BOARD or UTMDACC
                may,
                at its discretion, after considering the commercially reasonable
                bases for
                LICENSEE’s decision not to pursue such infringement enforcement action,
                pursue the enforcement of any patent licensed hereunder on behalf
                of
                itself and LICENSEE. In such case, the parties will discuss in good
                faith
                the appropriate settlement of such case and/or the appropriate
                distribution of any recovery from such action, which shall depend
                on
                LICENSEE’s involvement and effect of the LICENSEE’s ability to
                commercialize the LICENSED SUBJECT MATTER.


        	 	 


        	
                7.2

              	
                In
                  any suit or dispute involving an infringer, the parties agree to
                  cooperate
                  fully with each other. At the request and expense of the party
                  bringing
                  suit, the other party will permit access during regular business
                  hours, to
                  all relevant personnel, records, papers, information, samples,
                  specimens,
                  and the like in its possession.

              


      

       

      VIII. PATENT
        MARKING

       

      
        	
                8.1

              	
                LICENSEE
                  agrees that all packaging containing individual LICENSED PRODUCT(S),
                  documentation therefor, and when possible for actual LICENSED PRODUCT(S)
                  sold by LICENSEE, AFFILIATES, and/or sublicensees of LICENSEE will
                  be
                  permanently and legibly marked with the number of any applicable
                  patent(s)
                  licensed hereunder in accordance with each country's patent laws,
                  including Title 35, United States
                  Code.

              


      

       

      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      

       

      IX. INDEMNIFICATION
        AND INSURANCE

       

      
        	
                
                  9.1

                

              	
                
                  LICENSEE
                    agrees to hold harmless and indemnify BOARD, SYSTEM, UTMDACC,
                    its Regents,
                    officers, employees, students and agents from and against any
                    claims,
                    demands, or causes of action whatsoever, costs of suit and reasonable
                    attorney’s fees, including without limitation, those costs arising on
                    account of any injury or death of persons or damage to property
                    caused by,
                    or arising out of, or resulting from, the exercise or practice
                    of the
                    rights granted hereunder by LICENSEE, its officers, its AFFILIATES
                    or
                    their officers, employees, agents or
                    representatives. 

                

              


        	 	 


        	
                9.2

              	
                In
                  no event shall BOARD, SYSTEM or UTMDACC be liable for any indirect,
                  special, consequential or punitive damages (including, without
                  limitation,
                  damages for loss of profits or expected savings or other economic
                  losses,
                  or for injury to persons or property) arising out of, or in connection
                  with, this AGREEMENT or its subject matter, regardless of whether
                  BOARD,
                  SYSTEM or UTMDACC knows or should know of the possibility of such
                  damages.
                  

              


        	 	 


        	9.3	
                Beginning
                  at the time when any LICENSED SUBJECT MATTER is being distributed
                  or sold
                  (including for the purpose of obtaining regulatory approvals) by
                  LICENSEE
                  or by a sublicensee, LICENSEE shall, at its sole cost and expense,
                  procure
                  and maintain commercial general liability insurance in amounts
                  not less
                  than $2,000,000 per incident and $2,000,000 annual aggregate, and
                  LICENSEE
                  shall use reasonable efforts to have the BOARD, SYSTEM, UTMDACC,
                  its
                  Regents, officers, employees, students and agents named as additional
                  insureds. Such commercial general liability insurance shall provide:
                  (i)
                  product liability coverage; (ii) broad form contractual liability
                  coverage
                  for 

              


      

      
      

       

        
          
            
            

          

          
            15

            
              

            

          

          
            
            

          

        

      

       

      
        	 	LICENSEE's indemnification under this AGREEMENT;
                and
                (iii) coverage for litigation costs. The minimum amounts of insurance
                coverage required herein shall not be construed to create a limit
                of
                LICENSEE's liability with respect to its indemnification under this
                AGREEMENT.


        	 	 


        	
                9.4

              	
                LICENSEE
                  shall provide UTMDACC with written evidence of such insurance within
                  thirty (30) days of its procurement. Additionally, LICENSEE shall
                  provide
                  UTMDACC with written notice of at least fifteen (15) days prior
                  to the
                  cancellation, non-renewal or material change in such insurance.
                  

              


        	 	 


      

      
        	
                9.5

              	
                LICENSEE
                  shall maintain such commercial general liability insurance beyond
                  the
                  expiration or termination of this AGREEMENT during: (i) the period
                  that
                  any LICENSED SUBJECT MATTER developed pursuant to this AGREEMENT
                  is being
                  commercially distributed or sold by LICENSEE or by a sublicensee
                  or agent
                  of LICENSEE; and (ii) the five (5) year period immediately after
                  such
                  period.

              


      

      
      

       

      
        X.
          USE OF BOARD AND UTMDACC'S NAME 

      

       

      
        	
                10.1

              	
                LICENSEE
                  will not use the name of (or the name of any employee of) UTMDACC,
                  SYSTEM
                  or BOARD in any advertising, promotional or sales literature, on
                  its Web
                  site, or for the purpose of raising capital without the advance
                  express
                  written consent of BOARD secured
                  through:

              


      

       

      The
        University of Texas

      M. D.
        Anderson Cancer Center, Legal Services

      P.O.
        Box
        301439, Unit 0537

      Houston,
        TX 77230-1439

      ATTENTION:
        Natalie Wright

      Email:
        nwright@mdanderson.org

       

      
        
          
          

        

        
          16

          
            

          

        

        
          
          

        

      

       

      
        


        Notwithstanding
          the above, LICENSEE may use the name of (or name of employee of) UTMDACC,
          SYSTEM
          or BOARD in routine business correspondence, or as needed in appropriate
          regulatory submissions without express written consent.

      

       

      XI. CONFIDENTIAL
        INFORMATION AND PUBLICATION

       

      
        	
                11.1

              	
                UTMDACC
                  and LICENSEE each agree that all information contained in documents
                  marked
                  "confidential" and forwarded to one by the other (i) are to be
                  received in
                  strict confidence, (ii) are to be used only for the purposes of
                  this
                  AGREEMENT, and (iii) will not be disclosed by the recipient party
                  (except
                  as required by law or court order), its agents or employees without
                  the
                  prior written consent of the other party, except to the extent
                  that the
                  recipient party can establish by competent written proof that such
                  information:

              


      

      
        	 	
                (a)

              	
                was
                  in the public domain at the time of disclosure;
                  or

              


      

      
        	 	
                (b)

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

              


      

      
        	 	
                (c)

              	
                was
                  lawfully disclosed to the recipient party by a third party having
                  the
                  right to disclose it; or

              


      

      
        	 	
                (d)

              	
                was
                  already known by the recipient party at the time of disclosure;
                  or

              


      

      
        	 	
                (e)

              	
                was
                  independently developed by the recipient party without use of the
                  other
                  party’s confidential information; or


              


      

      
        	 	
                (f)

              	
                is
                  required by law or regulation to be disclosed.


              


      

      
      

       

      
        	
                11.2

              	
                Each
                  party’s obligation of confidence hereunder will be fulfilled by using
                  at
                  least the same degree of care with the other party's confidential
                  information as it uses to protect its


              


      

      
      

       

      
        
          
          

        

        
          17

          
            

          

        

        
          
          

        

      

       

      
        	 	own confidential information, but always at least
                a
                reasonable degree of care. This obligation will exist while this
                AGREEMENT
                is in force and for a period of three (3) years
                thereafter.


        	 	 


        	
                11.3

              	
                UTMDACC
                  reserves the right to publish the general scientific findings from
                  research related to LICENSED SUBJECT MATTER, with due regard to
                  the
                  protection of LICENSEE’s confidential information. UTMDACC will submit the
                  manuscript of any proposed publication to LICENSEE at least thirty
                  (30)
                  calendar days before publication, and LICENSEE shall have the right
                  to
                  review and comment upon the publication in order to protect LICENSEE’s
                  confidential information. Upon LICENSEE’s request, publication may be
                  delayed up to sixty (60) additional calendar days to enable LICENSEE
                  to
                  secure adequate intellectual property protection of LICENSEE’s
                  confidential information that would otherwise be affected by the
                  publication.

              


      

       

      XII. ASSIGNMENT

       

      
        	
                12.1

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

              


      

       

      XIII. TERM
        AND TERMINATION

       

      
        	
                13.1

              	
                Subject
                  to Sections 13.3, 13.4 hereinbelow, the term of this AGREEMENT
                  is from the
                  EFFECTIVE DATE to the full end of the term or terms for which PATENT
                  RIGHTS have not expired. 

              


        	 	 


      

      
        	
                13.2

              	
                Any
                  time after two (2) years from the EFFECTIVE DATE, BOARD or UTMDACC
                  have
                  the right to terminate this license in any national political jurisdiction
                  within the 

              


      

       

      
        
          
          

        

        
          18

          
            

          

        

        
          
          

        

      

       

      
        	 	LICENSED TERRITORY if LICENSEE, within ninety
                (90)
                calendar days after receiving written notice from UTMDACC of the
                intended
                termination, fails to provide written evidence satisfactory to UTMDACC
                that LICENSEE or its sublicensee(s) has commercialized or is actively
                and
                effectively attempting to commercialize a licensed invention in such
                jurisdiction(s). The following definitions apply to Section 13.2:
                (a)
                "commercialize" means having SALES in such jurisdiction; (b) "active
                attempts to commercialize" means having an effective, ongoing and
                active
                research, development, manufacturing, marketing or sales program
                as
                appropriate, directed toward obtaining regulatory approval, and/or
                production and/or SALES in any jurisdiction, and has provided plans
                acceptable to UTMDACC, in its sole discretion, to commercialize licensed
                inventions in the jurisdiction(s) that UTMDACC intends to
                terminate.


      

      
        	 	 


        	
                13.3

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

              


      

      
        	 	
                (a)

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

              


      

      
      

      
        	 	
                (b)

              	
                upon
                  thirty (30) calendar days written notice from UTMDACC, if LICENSEE
                  breaches or defaults on the payment or report obligations of ARTICLE
                  IV,
                  or use of name obligations of ARTICLE X, unless, before the end
                  of the
                  such thirty (30)-calendar day notice period, LICENSEE has cured
                  the
                  default or breach to UTMDACC’s satisfaction, and so notifies UTMDACC,
                  stating the manner of the cure; or 

              


      

      
      

       

       

      
        
          
          

        

        
          19

          
            

          

        

        
          
          

        

      

       

      
        	 	
                (c)

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


              


      

      
        	 	
                (d)

              	
                at
                  any time by mutual written agreement between LICENSEE and UTMDACC
                  upon one
                  hundred eighty (180) calendar days written notice to all parties
                  and
                  subject to any terms herein which survive termination;
                  or

              


      

      
        	 	
                (e)

              	
                if
                  Section 13.2 is invoked; or 

              


      

      
        	 	
                (f)

              	
                if
                  LICENSEE has defaulted or been late on its payment obligations
                  pursuant to
                  the terms of this AGREEMENT on any two (2) occasions in a twelve
                  (12)
                  month period.

              


      

       

      
        	13.4	 	Upon termination of this
                AGREEMENT:


        	
                 

              	
                (a)

              	
                nothing
                  herein will be construed to release either party of any obligation
                  maturing prior to the effective date of the termination;
                  and

              


      

      
        	 	
                (b)

              	
                LICENSEE
                  covenants and agrees to be bound by the provisions of Articles
                  IX
                  (Indemnification and Insurance), X (Use of Board and UTMDACC’s Name) and
                  XI (Confidential Information and Publication) of this AGREEMENT;
                  and

              


      

      
        	 	
                (c)

              	
                LICENSEE
                  may, after the effective date of the termination, sell all LICENSED
                  PRODUCTS and parts therefor that it has on hand at the date of
                  termination, if LICENSEE pays the earned royalty thereon and any
                  other
                  amounts due pursuant to Article IV of this AGREEMENT; and
                  

              


      

      
      

       

      
        
          
          

        

        
          20

          
            

          

        

        
          
          

        

      

       

      
        	 	
                (d)

              	
                Subject
                  to Section 13.4(c), LICENSEE
                  agrees to cease and desist any use and all SALE of the LICENSED
                  SUBJECT
                  MATTER and LICENSED PRODUCTS upon termination of this AGREEMENT;
                  and

              


      

      
        	 	
                (e)

              	
                LICENSEE
                  grants to BOARD and UTMDACC a nonexclusive royalty bearing license
                  with
                  the right to sublicense others with respect to improvements made
                  by
                  LICENSEE (including improvements licensed by LICENSEE from third
                  parties)
                  in the LICENSED SUBJECT MATTER. LICENSEE and UTMDACC agree to negotiate
                  in
                  good faith the royalty rate for the nonexclusive license. BOARD's
                  and
                  UTMDACC’s right to sublicense others hereunder is solely for the purpose
                  of permitting others to develop and commercialize the entire technology
                  package.

              


      

       

      XIV. WARRANTY:
        SUPERIOR-RIGHTS

       

      
        	
                14.1

              	
                Except
                  for the rights, if any, of the Government of the United States
                  of America
                  as set forth below and except as set forth in Section 14.5, BOARD
                  represents and warrants its belief that (a) it is the owner of
                  the entire
                  right, title, and interest in and to LICENSED SUBJECT MATTER, (b)
                  it has
                  the sole right to grant licenses thereunder, and (c) it has not
                  knowingly
                  granted licenses thereunder to any other entity that would restrict
                  rights
                  granted hereunder except as stated
                  herein.

              


      

      
        	 	 


        	
                14.2

              	
                LICENSEE
                  understands that the LICENSED SUBJECT MATTER may have been developed
                  under
                  a funding agreement with the Government of the United States of
                  America
                  and, if so, that the Government may have certain rights relative
                  thereto.
                  This AGREEMENT is explicitly made subject to the Government's rights
                  under
                  any such agreement and any applicable law or regulation, including
                  P.L.
                  96-517 as amended by 

              


      

       

      
        
          
          

        

        
          21

          
            

          

        

        
          
          

        

      

      
      

       

      
        
          	 	P.L. 98-620. To the extent that there is a conflict
                  between any such agreement, applicable law or regulation and this
                  AGREEMENT, the terms of such Government agreement, applicable law
                  or
                  regulation shall prevail. LICENSEE agrees that LICENSED PRODUCTS
                  used or
                  SOLD in the United States will be manufactured substantially in
                  the United
                  States, unless a written waiver is obtained in advance from the
                  GOVERNMENT.


          	 	 


          	
                  14.3

                	
                  LICENSEE
                    understands and agrees that BOARD and UTMDACC, by this AGREEMENT,
                    make no
                    representation as to the operability or fitness for any use,
                    safety,
                    efficacy, approvability by regulatory authorities, time and cost
                    of
                    development, patentability, and/or breadth of the LICENSED SUBJECT
                    MATTER.
                    BOARD and UTMDACC, by this AGREEMENT, also make no representation
                    as to
                    whether any patent covered by PATENT RIGHTS is valid or as to
                    whether
                    there are any patents now held, or which will be held, by others
                    or by
                    BOARD or UTMDACC in the LICENSED FIELD, nor does BOARD and UTMDACC
                    make
                    any representation that the inventions contained in PATENT RIGHTS
                    do not
                    infringe any other patents now held or that will be held by others
                    or by
                    BOARD.

                


          	 	 


          	14.4	LICENSEE, by execution hereof, acknowledges,
                  covenants
                  and agrees that LICENSEE has not been induced in any way by BOARD,
                  SYSTEM,
                  UTMDACC or employees thereof to enter into this AGREEMENT, and
                  further
                  warrants and represents that (a) LICENSEE has conducted sufficient
                  due diligence with respect to all items and issues pertaining to
                  this
                  AGREEMENT; and (b) LICENSEE has adequate knowledge and
                  


        

         

      

      
        
          
          

        

        
          22

          
            

          

        

        
          
          

        

      

       

      
        	 	expertise, or has used knowledgeable and expert
                consultants, to adequately conduct such due diligence, and agrees
                to
                accept all risks inherent herein.


        	 	 


        	
                14.5

              	
                LICENSEE
                  understands and acknowledges that Dr. Bogdan Lesyng, of Warsaw,
                  Poland,
                  has asserted that he is a co-inventor on the patent applications
                  under
                  PATENT RIGHTS. If appropriate, UTMDACC will add Dr. Lesyng as an
                  inventor
                  to such applications. UTMDACC will consult with LICENSEE prior
                  to any
                  decision to add Dr. Lesyng as an inventor. If the decision is made
                  to add
                  Dr. Lesyng as an inventor, LICENSEE shall have a sixty (60) day
                  option
                  period to notify UTMDACC that it desires to take a non-exclusive
                  lincese,
                  in which case the parties will work together in good faith to promptly
                  terminate this agreement and contemporaneously enter into a non-exclusive
                  license to the LICENSED SUBJECT MATTER based on UTMDACC’s standard form
                  and all appropriate consideration (e.g., annual license maintenance
                  fees,
                  running royalties, and milestone payments) due after the effective
                  date of
                  the non-exclusive license will be reduced from this AGREEMENT by
                  thirty
                  percent (30%).

              


      

       

      XV. GENERAL

       

      
        	
                15.1

              	
                This
                  AGREEMENT constitutes the entire and only agreement between the
                  parties
                  for LICENSED SUBJECT MATTER, and all other prior negotiations,
                  representations, agreements and understandings are superseded hereby.
                  No
                  agreements altering or supplementing the terms hereof will be made
                  except
                  by a written document signed by both
                  parties.

              


      

      
        	 	 


        	
                15.2

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

              


      

       

      
        
          
          

        

        
          23

          
            

          

        

        
          
          

        

      

       

      The
        University of Texas M. D. Anderson Cancer Center

      Office
        of
        Technology Commercialization

      7515
        S.
        Main, Suite 490, Unit 0510

      Houston,
        Texas 77030

      ATTENTION:
        William J. Doty

      


      with
        copy
        to BOARD:

      BOARD
        OF
        REGENTS

      The
        University of Texas System

      201
        West
        Seventh Street

      Austin,
        Texas 78701

      ATTENTION:
        Office of General Counsel

      


      or
        in the
        case of LICENSEE to:

      


      Callisto
        Pharmaceuticals, Inc.

      420
        Lexington Avenue, Suite 1609

      New
        York,
        New York 10170

      ATTENTION:
        Gary S. Jacob, Ph.D., CEO

      


      or
        other
        addresses as may be given from time to time under the terms of this notice
        provision.

       

      
        	
                15.3

              	
                LICENSEE
                  must comply with all applicable federal, state and local laws and
                  regulations in connection with its activities pursuant to this
                  AGREEMENT.

              


        	 	 


        	15.4 	
                This
                  AGREEMENT will be construed and enforced in accordance with the
                  laws of
                  the United States of America and of the State of Texas, without
                  regard to
                  its conflict of law provisions. The Texas State Courts of Harris
                  County,
                  Texas (or, if there is exclusive federal jurisdiction, the United
                  States
                  District Court for the Southern District of Texas) shall have exclusive
                  jurisdiction and venue over any dispute arising out of this AGREEMENT,
                  and
                  LICENSEE consents to the jurisdiction of such courts; however,
                  nothing
                  herein shall be deemed as a waiver by BOARD, SYSTEM or UTMDACC
                  of its
                  sovereign immunity.

              


        	 	 


         

        
          
            
            

          

          
            24

            
              

            

          

          
            
            

          

        

      

       

      
        	
                15.5

              	
                Any
                  dispute or controversy arising out of or relating to this AGREEMENT,
                  its
                  construction or its actual or alleged breach will be decided by
                  mediation.
                  If the mediation does not result in a resolution of such dispute
                  or
                  controversy, it will be finally decided by an appropriate method
                  of
                  alternate dispute resolution, including without limitation, arbitration,
                  conducted in the city of Houston, Harris County, Texas, in accordance
                  with
                  the applicable, then-current procedures of the American Arbitration
                  Association. The arbitration panel will include members knowledgeable
                  in
                  the evaluation of the LICENSED SUBJECT MATTER. Judgment upon the
                  award
                  rendered may be entered in the highest court or forum having jurisdiction,
                  state or federal. The provisions of this Section 15.5 will not
                  apply to
                  decisions on the validity of patent claims or to any dispute or
                  controversy as to which any treaty or law prohibits such arbitration.
                  The
                  decision of the arbitration must be sanctioned by a court of law
                  having
                  jurisdiction to be binding upon and enforceable by the
                  parties.

              


        	 	 


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


        	 	 


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


        	 	 


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


      

       

      
        
          
          

        

        
          25

          
            

          

        

        
          
          

        

      

       

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

       

      
        	
                BOARD
                  OF REGENTS OF THE

                UNIVERSITY
                  OF TEXAS SYSTEM 

              	 	 	
                CALLISTO
                  PHARMACEUTICALS, INC.

              
	 	 	 	 
	/s/ John
                Mendelsohn	 	 	/s/ Gary
                S.
                Jacob
	
                

              	 	 	
                

              
	
                John
                  Mendelsohn, M.D.

                President

                The
                  University of Texas

                M.
                  D. Anderson Cancer Center

                Date:
                  1/10/06

              	 	 	
                Gary
                  S. Jacob, Ph.D.

                Chief
                  Executive Officer

                 

                 

                Date:12/7/05

              


      

       

      
        	
                THE
                  UNIVERSITY OF TEXAS 

                M.
                  D. ANDERSON CANCER CENTER 

              	 	 
	 	 	 
	/s/ Leon
                Leach	 	 
	
                

              	 	 
	
                Leon
                  Leach 

                Executive
                  Vice President

                The
                  University of Texas

                M.
                  D. Anderson Cancer Center

                Date:
                  1/6/06

              	 	 


      

       

      
        	Approved as to Content: 	 	 
	 	 	 
	/s/ Christopher
                C. Capelli	 	 
	
                

              	 	 
	
                Christopher
                  C. Capelli, M.D. 

                Vice
                  President, Technology Transfer

                M.
                  D. Anderson Cancer Center

                Date:
                  12/15/05

              	 	 


      

       

      
        
          
          

        

        
          26

          
            

          

        

        
          
          

        

      

       

      EXHIBIT
        I

       

      MDA03-123
        “Novel Mechanistically Altered Tyrphostins with Potent Antitumor Activity,”
UTSC832US; Inventors: Waldemar Priebe, Ph.D., Nicholas J. Donato, Ph.D.,
        Moshe
        Talpaz, Ph.D., Alexander Levitzki, Ph.D., Isabela Fokt, Ph.D., Slawomir P.
        Szymanski, Ph.D;

      


      U.S.
        Provisional Application No. 60/528,877, filed December 11, 2003 entitled
        “Compounds for Treatment of Cell Proliferative Diseases”;

      


      U.S.
        Patent Application No. 11/010,834, filed December 13, 2004, entitled “Compounds
        for Treatment of Cell Proliferative Diseases”;

      


      PCT/US2004/04712,
        filed December 13, 2004, entitled “Compounds for Treatment of Cell Proliferative
        Diseases.”

       

      27