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    EXHIBIT
      10.12

    


    EVALUATION
      LICENSE
      AGREEMENT

    


     

    BETWEEN

    


     

    NEOPROBE,
      INC.

    


     

    AND

    

 

    THE
      REGENTS OF THE UNIVERSITY OF CALIFORNIA

    

 

    FOR

    
 

    CASE
      NO. SD98-088

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
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    TABLE
      OF CONTENTS

     

    
      
        	
                Recitals

              	 	
                1

              
	 	 	 
	
                Article
                  1: 

              	
                Definitions
                  

              	
                1

              
	 	 	 
	
                Article
                  2:

              	
                Grant
                  

              	
                3

              
	 	 	 
	
                Article
                  3: 

              	
                Consideration

              	
                4

              
	 	 	 
	
                Article
                  4: 

              	
                Reports,
                  Records and Payments

              	
                5

              
	 	 	 
	
                Article
                  5: 

              	
                Patent
                  Matters

              	
                6

              
	 	 	 
	
                Article
                  6:

              	
                Governmental
                  Matters

              	
                7

              
	 	 	 
	
                Article
                  7:

              	
                Termination
                  of Agreement

              	
                7

              
	 	 	 
	
                Article
                  8:

              	
                Limited
                  Warranty and Indemnification

              	
                8

              
	 	 	 
	
                Article
                  9:

              	
                Use
                  of Names and Trademarks

              	
                10

              
	 	 	 
	
                Article
                  10:

              	
                Miscellaneous
                  Provisions

              	
                10

              


      

    

    


    
      
         

      

      
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    EVALUATION
      LICENSE AGREEMENT

    


    This
      agreement ("Agreement") is made by and
      between Neoprobe Corporation,
      a Delaware corporation having an address at 425
      Metro
      North Place North, Suite 300, Dublin, Ohio 43017-1367
      ("LICENSEE") and The Regents of
      the
      University of
      California, a California corporation having its statewide administrative offices
      at 1111 Franklin Street, Oakland, California 94607-5200 ("UNIVERSITY"),
      represented by its San Diego campus having an address at University of
      California, San Diego, Technology Transfer & Intellectual Property Services,
Mail
      Code
      0910,
      9500 Gilman Drive, La Jolla, California 92093-0910 ("UCSD").

    


    This
      Agreement is effective on March
      31, 2005
      ("Effective Date").

     

    RECITALS

    


    WHEREAS,
      the
      inventions disclosed in UCSD Disclosure Docket No. SD1998-088 and titled
“MACROMOLECULAR
      CARRIER FOR DRUG AND DIAGNOSTIC AGENT DELIVERY“
      ("Invention"), were made in the course of research at UCSD by Dr. David Vera
      (hereinafter, the "Inventor") and are covered by Patent Rights as defined
      below;

    


    WHEREAS,
      the
      research was sponsored in part by the Government of the United States of America
      and as a consequence this license is subject to overriding obligations to the
      Federal Government under 35 U.S.C. §§ 200-212 and applicable
      regulations;

    


    WHEREAS,
      the
      Inventors are employees of UCSD, and they are obligated to assign all of their
      right, title and interest in the Invention to UNIVERSITY;

    


    WHEREAS,
      UNIVERSITY is desirous that the Invention be developed and utilized to the
      fullest possible extent so that its benefits can be enjoyed by the general
      public;

    


    WHEREAS,
      LICENSEE is desirous of obtaining certain rights from UNIVERSITY for commercial
      development, use, and sale of the Invention, and the UNIVERSITY is willing
      to
      grant such rights; and

    


    WHEREAS,
      LICENSEE understands that UNIVERSITY may publish or otherwise disseminate
      information concerning the Invention at any time and that LICENSEE is paying
      consideration thereunder for its early access to the Invention, not continued
      secrecy therein.

    


    NOW,
      THEREFORE,
      the
      parties agree:

     

    
      
         

      

      
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    ARTICLE
      1. DEFINITIONS

    


    The
      terms, as defined herein, shall have the same meanings in both their singular
      and plural forms.

    


    
      	1.1	
              [reserved].

            


    

    


    
      	1.2	
              "Sublicense"
                means an agreement into which LICENSEE enters with a third party
                that is
                not an Affiliate for the purpose of (i) granting certain rights;
                (ii)
                granting an option to certain rights; or (iii) forbearing the exercise
                of
                any rights, granted to LICENSEE under this Agreement. "Sublicensee"
                means
                a third party with whom LICENSEE enters into a
                Sublicense.

            


    

    


    
      	1.3	
              "Field"
                means diagnostic
                use in ultrasound and optical imaging (and specifically excluding
                magnetic
                resonance imaging) which is a labeled-carbohydrate-conjugated
                macromolecule that directs a label to lymphoid
                tissue.

            


    

    


    
      	1.4	
              "Territory"
                means United States, the European Union and
                Japan.

            


    

    


    
      	1.5	
              "Term"
                means the period of time beginning on the Effective Date and ending
                on the
                second (2nd) anniversary of Effective
                Date.

            


    

    


    
      	1.6	
              "Patent
                Rights" means any
                of the following: the US patent (serial number 6,409,990, titled
                "MACROMOLECULAR CARRIER FOR DRUG AND DIAGNOSTIC AGENT DELIVERY")
                disclosing and claiming the Invention, filed by Inventor and assigned
                to
                UNIVERSITY; and continuing applications thereof including divisions,
                substitutions, and continuations-in-part (but only to extent the
                claims
                thereof are enabled by disclosure of the parent application); any
                patents
                issuing on said applications including reissues, reexaminations and
                extensions; and any corresponding foreign applications or
                patents..

            


    

    


    
      	1.7	
              [reserved].

            


    

    


    
      	1.8	
              "Sponsor
                Rights" means all the applicable provisions of any license to the
                United
                States Government executed by UNIVERSITY and the overriding obligations
                to
                the Federal Government under 35 U.S.C. §§ 200-212 and applicable
                governmental implementing
                regulations.

            


    

    


    
      	1.9	
              "Licensed
                Method" means any method that is covered by Patent Rights,
                the use of which would constitute, but for the license granted to
                LICENSEE
                under this Agreement, an infringement, an inducement to infringe
                or
                contributory infringement, of any pending or issued claim within
                Patent
                Rights.

            


    

     

     

    
      
         

      

      
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      	1.10	
              "Licensed
                Product" means any service, composition or product that is covered
                by the
                claims of Patent Rights, or that is produced by the Licensed Method,
                or
                the manufacture, use, sale, offer for sale, or importation of which
                would
                constitute, but for the license granted to LICENSEE under this Agreement,
                an infringement, an inducement to infringe or contributory infringement,
                of any pending or issued claim within the Patent
                Rights.

            


    

    


    
      	1.11	
              [reserved]

            


    

    


    
      	
              1.12

            	
              “Patent
                Costs” means all pro-rata out-of-pocket
                expenses for the preparation, filing, prosecution, and
                maintenance
                of all United States and foreign patents included in Patent Rights.
                Patent
                Costs shall also include reasonable out-of-pocket expenses for
                patentability opinions, inventorship determination, preparation and
                prosecution of patent application, re-examination, re-issue, interference,
                opposition activities related to patents or applications in Patent
                Rights
                and a 15% patent service fee.

            


    

    


    ARTICLE
      2. GRANTS

    


    2.1 License.
      Subject
      to the limitations set forth in this Agreement
      and Sponsor's Rights, UNIVERSITY hereby grants to LICENSEE, and LICENSEE hereby
      accepts, a limited license under Patent Rights to make and use Licensed
      Products
      and to
      practice Licensed Methods,
      in the
      Field within the Territory and during the Term for the sole purpose of
      evaluating LICENSEE'S interest in negotiating a commercial license under Patent
      Rights. The sale of Licensed Products or Licensed Methods is strictly
      prohibited.

    


    The
      limited license granted herein is exclusive for Patent Rights in the
      Field.

     

    2.2
      Sublicense. 

    


    (a)
      The
      limited license granted in Paragraph 2.1 includes the right of LICENSEE to
      grant
      limited Sublicenses to third parties during the Term but only for as long the
      license is exclusive.

    


    (b)
      With
      respect to Sublicense granted pursuant to Paragraph 2.2(a), LICENSEE
      shall:

    


    (i)
      not
      receive, or agree to receive, anything of value in lieu of cash as consideration
      from a third party under a Sublicense granted pursuant to Paragraph 2.2(a)
      without the express written consent of UNIVERSITY; 

    


    (ii)
      to
      the extent applicable, include all of the rights of and obligations due to
      UNIVERSITY (and, if applicable, the Sponsor's Rights) and contained in this
      Agreement;

    


    (iii)
      promptly provide UNIVERSITY with a copy of each Sublicense issued;
      and

     

    
      
         

      

      
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        	*	
                Portions
                  have been omitted and filed separately with the Securities and
                  Exchange
                  Commission pursuant to a request for confidential
                  treatment.

              


      

       

    

    (iv)
      collect and guarantee payment of all payments due, directly or indirectly,
      to
      UNIVERSITY from Sublicensees and summarize and deliver all reports due, directly
      or indirectly, to UNIVERSITY from Sublicensees.

    


    (c)
      Upon
      termination of this Agreement for any reason, UNIVERSITY, at its sole
      discretion, shall determine whether LICENSEE shall cancel or assign to
      UNIVERSITY any and all Sublicenses.

     

    2.3
      Reservation
      of Rights.
      UNIVERSITY reserves the right to: 

    


    (a)
      use
      the Invention and Patent Rights for educational and research
      purposes;

    


    (b)
      publish or otherwise disseminate any information about the Invention at any
      time; and

    


    (c)
      allow
      other nonprofit institutions to use Invention and Patent Rights for educational
      and research purposes.

    


    ARTICLE
      3. CONSIDERATION

    


    3.1
      Fees.
      The
      parties hereto understand that the fees payable by LICENSEE to UNIVERSITY under
      this Agreement are partial consideration for the license granted herein to
      LICENSEE under Patent Rights. LICENSEE shall pay UNIVERSITY:

    


    (a)
      an
evaluation
      license fee
      of
      Thirty-Six Thousand Dollars
      (US$36,000),
      within
      thirty (30) days after the Effective Date;

    


    (b)
      evaluation
      license maintenance fees
      of Nine
      Thousand Dollars (US$9,000) payable on the first year anniversary of the
      Effective Date, Nine Thousand Dollars (US$9,000) payable on the eighteen-month
      anniversary of the Effective Date, and Eighteen Thousand Dollars (US$18,000)
      payable prior to termination;

    


    (c) [*]%
      of
      all Sublicense
      fees
      received
      by LICENSEE from its Sublicensees received by LICENSEE;

    


    All
      fees
      payments specified in Paragraphs 3.1(a) through 3.1(c) above shall be paid
      by
      LICENSEE pursuant to Paragraph 4.3 and shall be delivered by LICENSEE to
      UNIVERSITY as noted in Paragraph 10.1. 

    


    3.2
      Patent
      Costs.
      LICENSEE
      shall reimburse UNIVERSITY all future (on or after the Effective Date) Patent
      Costs incurred in the Territory within thirty (30) days following the date
      an
      itemized invoice is sent from UNIVERSITY to LICENSEE.

     

    
      
         

      

      
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    3.3
      Due
      Diligence.

    


      (a)
      LICENSEE shall:

    


    (i)
      provide UNIVERSITY progress reports on its evaluation of the Licensed Products
      as specified in 4.1.

    


      (b)
      If
      LICENSEE fails to perform any of its obligations specified in Paragraphs 3.3(a),
      then UNIVERSITY shall have the right and option to either terminate this
      Agreement or change LICENSEE's exclusive license to a nonexclusive license.
      This
      right, if exercised by UNIVERSITY, supersedes the rights granted in Article
      2.

     

    ARTICLE
      4. REPORTS, RECORDS AND PAYMENTS

    


    4.1
      Reports. 

    


    (a)
      Progress
      Reports.

    


      (i)
      Beginning
      six months after Effective Date, LICENSEE shall report to UNIVERSITY progress
      covering LICENSEE's and Sublicensee’s activities for the preceding
      six
      months to develop and test all Licensed Products. Such semi-annual reports
      shall
      be due within sixty days of the reporting period and include a summary of work
      completed, summary of work in progress, current schedule of anticipated events
      or milestones, plans for introduction of Licensed Products, and summary of
      resources (dollar value) spent in the reporting period.

    


    4.2
      [reserved]

    


    4.3
      Payments.

    


    (a)
      All
      fees and reimbursements due UNIVERSITY shall be paid in United States dollars
      and all checks shall be made payable to "The Regents of the University of
      California", referencing UNIVERSITY's taxpayer identification number,
      95-6006144, and sent to UNIVERSITY according to Paragraph 10.1
      (Correspondence).

    


    (b)
      In
      the event that any patent or patent claim within Patent Rights is held invalid
      in a final decision by a patent office from which no appeal or additional patent
      prosecution has been or can be taken, or by a court of competent jurisdiction
      and last resort and from which no appeal has or can be taken, all obligation
      to
      pay fees based solely on that patent or claim or any claim patentably indistinct
      therefrom shall cease as of the date of such final decision. LICENSEE shall
      not,
      however, be relieved from paying any fees that accrued before the date of such
      final decision, that are based on another patent or claim not involved in such
      final decision.

     

    
      
         

      

      
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    (c)
      Late
      Payments. In the event reimbursement and/or fee payments are not received by
      UNIVERSITY when due, LICENSEE shall pay to UNIVERSITY interest charges at a
      rate
      of ten percent (10%) per year. Such interest shall be calculated from the date
      payment was due until actually received by UNIVERSITY.

    


    ARTICLE
      5. PATENT MATTERS

    


    5.1
      Patent
      Prosecution and Maintenance.

    


    (a)
      Provided that LICENSEE has reimbursed UNIVERSITY for Patent Costs pursuant
      to
      Paragraph 3.2, UNIVERSITY shall diligently prosecute and maintain the United
      States and, if available, foreign patents, and applications in Patent Rights
      using counsel of its choice. UNIVERSITY shall provide LICENSEE with copies
      of
      all relevant documentation relating to such prosecution and LICENSEE shall
      keep
      this documentation confidential. The counsel shall take instructions only from
      UNIVERSITY, and all patents and patent applications in Patent Rights shall
      be
      assigned solely to UNIVERSITY.

     

    (b)
      UNIVERSITY shall consider amending any patent application in Patent Rights
      to
      include claims reasonably requested by LICENSEE to protect the products
      contemplated to be sold by LICENSEE under this Agreement.

     

    (c) LICENSEE
      may elect to terminate its reimbursement obligations with respect to any patent
      application or patent in Patent Rights upon three (3) months' written notice
      to
      UNIVERSITY. UNIVERSITY shall use reasonable efforts to curtail further Patent
      Costs for such application or patent when such notice of termination is received
      from LICENSEE. UNIVERSITY, in its sole discretion and at its sole expense,
      may
      continue prosecution and maintenance of said application or patent, and LICENSEE
      shall have no further license with respect thereto. Non-payment of any portion
      of Patent Costs with respect to any application or patent may be deemed by
      UNIVERSITY as an election by LICENSEE to terminate its reimbursement obligations
      with respect to such application or patent. The University is not obligated
      to
      file, prosecute, or maintain Patent Rights outside of the territory at any
      time
      or to file, prosecute, or maintain Patent Rights to which Licensee has
      terminated its License hereunder.

     

    (d) LICENSEE
      shall apply for an extension of the term of any patent in Patent Rights if
      appropriate under the Drug Price Competition and Patent Term Restoration Act
      of
      1984 and/or European, Japanese and other foreign counterparts of this law.
      LICENSEE shall prepare all documents for such application, and UNIVERSITY shall
      execute such documents and to take any other additional action as LICENSEE
      reasonably requests in connection therewith.

    


    5.2
      Patent
      Marking.
      LICENSEE
      shall mark all Licensed Products made or used under the terms of this Agreement,
      or their containers, in accordance with the applicable patent marking
      laws.

     

    
      
         

      

      
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    ARTICLE
      6. GOVERNMENTAL MATTERS

    


    6.1
      Governmental
      Approval or Registration.
      If this
      Agreement or any associated transaction is required by the law of any nation
      to
      be either approved or registered with any governmental agency, LICENSEE shall
      assume all legal obligations to do so. LICENSEE shall notify UNIVERSITY if
      it
      becomes aware that this Agreement is subject to a United States or foreign
      government reporting or approval requirement. LICENSEE shall make all necessary
      filings and pay all costs including fees, penalties, and all other out-of-pocket
      costs associated with such reporting or approval process.

    


    6.2
      Export
      Control Laws.
      LICENSEE
      shall observe all applicable United States and foreign laws with respect to
      the
      transfer of Licensed Products and related technical data to foreign countries,
      including, without limitation, the International Traffic in Arms Regulations
      and
      the Export Administration Regulations.

    


    ARTICLE
      7. TERMINATION OF THE AGREEMENT

    


    7.1
      Termination
      by UNIVERSITY.
      If
      LICENSEE fails to perform or violates any term of this Agreement, then
      UNIVERSITY may give written notice of default ("Notice of Default") to LICENSEE.
      If LICENSEE fails to cure the default within sixty (60) days of the Notice
      of
      Default, UNIVERSITY may terminate this Agreement and the license granted herein
      by a second written notice ("Notice of Termination") to LICENSEE. If a Notice
      of
      Termination is sent to LICENSEE, this Agreement shall automatically terminate
      on
      the effective date of that notice. Termination shall not relieve LICENSEE of
      its
      obligation to pay any fees owed at the time of termination and shall not impair
      any accrued right of UNIVERSITY.

    


    7.2
      Termination
      by LICENSEE. 

    


    (a)
      LICENSEE shall have the right at any time and for any reason to terminate this
      Agreement upon a ninety (90)-day written notice to UNIVERSITY. Said notice
      shall
      state LICENSEE’s reason for terminating this Agreement.

    


    (b)
      Any
      termination under Paragraph 7.2(a) shall not relieve LICENSEE of any obligation
      or liability accrued under this Agreement prior to termination or rescind any
      payment made to UNIVERSITY or action by LICENSEE prior to the time termination
      becomes effective. Termination shall not affect in any manner any rights of
      UNIVERSITY arising under this Agreement prior to termination.

    


    7.3
      Survival
      on Termination.
      The
      following Paragraphs and Articles shall survive the termination of this
      Agreement:

    


      (a) Article
      4
      (REPORTS, RECORDS AND PAYMENTS);

     

    
      
         

      

      
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        (b) 
          Paragraph
          7.4 (Disposition of Licensed Products on Hand);

         

        (c) Paragraph
          8.2 (Indemnification);

         

        (d) Article
          9
          (USE OF NAMES AND TRADEMARKS);

         

        (e) Paragraph
          10.2 hereof (Secrecy); and

         

        (f) Paragraph
          10.5 (Failure to Perform).

      

    

    


    7.4
      Disposition
      of Licensed Products on Hand.
      Upon
      termination of this Agreement, LICENSEE may dispose of all previously made
      or
      partially made Licensed Product within a period of one hundred and twenty (120)
      days of the effective date of such termination provided that the use of such
      Licensed Product by LICENSEE shall be subject to the terms of this Agreement,
      including but not limited to the rendering of reports required under this
      Agreement.

     

    ARTICLE
      8. LIMITED WARRANTY AND
      INDEMNIFICATION

    


    8.1
      Limited
      Warranty.

    


    (a) UNIVERSITY
      warrants that it has the lawful right to grant this license.

    


    (b) The
      license granted herein is
      provided “AS IS” and without WARRANTY OF MERCHANTABILITY or WARRANTY OF FITNESS
      FOR A PARTICULAR PURPOSE or any other warranty, express or implied. UNIVERSITY
      makes no representation or warranty that the Licensed Product, Licensed Method
      or the use of Patent Rights will not infringe any other patent or other
      proprietary rights.

    


    (c) In
      no
      event shall UNIVERSITY be liable for any incidental, special or consequential
      damages resulting from exercise of the license granted herein or the use of
      the
      Invention, Licensed Product, Licensed Method.

    


    (d) Nothing
      in this Agreement shall be construed as:

    


    (i) a
      warranty or representation by UNIVERSITY as to the validity or scope of any
      Patent Rights;

    


    (ii) a
      warranty or representation that anything made, used, sold or otherwise disposed
      of under any license granted in this Agreement is or shall be free from
      infringement of patents of third parties;

     

    (iii) an
      obligation to bring or prosecute actions or suits against third parties for
      patent infringement except as provided in Paragraph 5.2 hereof;

     

    
      
         

      

      
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    (iv) conferring
      by implication, estoppel or otherwise any license or rights under any patents
      of
      UNIVERSITY other than Patent Rights as defined in this Agreement,
      regardless of whether those patents are dominant or subordinate to Patent
      Rights; or

    


    (v) an
      obligation to furnish any know-how not provided in Patent Rights.

    


    8.2
      Indemnification.

    


    (a) LICENSEE
      shall indemnify, hold harmless and defend UNIVERSITY, its officers, employees,
      and agents; the sponsors of the research that led to the Invention; and the
      Inventors of the patents and patent applications in Patent Rights and their
      employers against any and all claims, suits, losses, damage, costs, fees, and
      expenses resulting from or arising out of exercise of this license or any
      Sublicense. This indemnification shall include, but not be limited to, any
      product liability.

     

    (b) LICENSEE,
      at its sole cost and expense, shall insure its activities in connection with
      the
      work under this Agreement and obtain, keep in force and maintain insurance
      or an
      equivalent program of self insurance as follows:

    


    (i) comprehensive
      or commercial general liability insurance (contractual liability included)
      with
      limits of at least: (A) each occurrence, one million dollars (US$1,000,000);
      (B)
      products/completed operations aggregate, five million dollars (US$5,000,000);
      (C) personal and advertising injury,one million dollars (US$1,000,000); and
      (D)
      general aggregate (commercial form only), five million dollars (US$5,000,000);
      and

    


    (ii) the
      coverage and limits referred to above shall not in any way limit the liability
      of LICENSEE.

    


    (c) LICENSEE
      shall furnish UNIVERSITY with certificates of insurance showing compliance
      with
      all requirements. Such certificates shall: (i) provide for thirty (30) day
      advance written notice to UNIVERSITY of any modification; (ii) indicate that
      UNIVERSITY has been endorsed as an additionally insured party under the coverage
      referred to above; and (iii) include a provision that the coverage shall be
      primary and shall not participate with nor shall be excess over any valid and
      collectable insurance or program of self-insurance carried or maintained by
      UNIVERSITY.

    


    (d) UNIVERSITY
      shall notify LICENSEE in writing of any claim or suit brought against UNIVERSITY
      in respect of which UNIVERSITY intends to invoke the provisions of this Article.
      LICENSEE shall keep UNIVERSITY informed on a current basis of its defense of
      any
      claims under this Article.

     

    
      
         

      

      
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    ARTICLE
      9. USE OF NAMES AND TRADEMARKS

    


    9.1 Nothing
      contained in this Agreement confers any right to use in advertising, publicity,
      or other promotional activities any name, trade name, trademark, or other
      designation of either party hereto (including contraction, abbreviation or
      simulation of any of the foregoing). Unless required by law, the use by LICENSEE
      of the name, "The Regents of the University of California" or the name of any
      campus of the University Of California is prohibited, without the express
      written consent of UNIVERSITY.

    


    9.2 UNIVERSITY
      may disclose to the Inventors the terms and conditions of this Agreement upon
      their request. If such disclosure is made, UNIVERSITY shall request the
      Inventors not disclose such terms and conditions to others.

    


    9.3 UNIVERSITY
      may acknowledge the existence of this Agreement and the extent of the grant
      in
      Article 2 to third parties, but UNIVERSITY shall not disclose the financial
      terms of this Agreement to third parties, except where UNIVERSITY is required
      by
      law to do so, such as under the California Public Records Act.

    


    ARTICLE
      10. MISCELLANEOUS PROVISIONS

    


    10.1  Correspondence.
      Any
      notice or payment required to be given to either party under this Agreement
      shall be deemed to have been properly given and effective: 

    


    (a)
      on
      the date of delivery if delivered in person, or

     

    (b)
      five
      (5) days after mailing if mailed by first-class or certified mail, postage
      paid,
      to the respective addresses given below, or to such other address as is
      designated by written notice given to the other party.

     

    If
      sent
      to LICENSEE: 

    425
      Metro
      North Place North

    Suite
      300

    Dublin,
      Ohio 43017-1367

    Attention:
      President, CEO

    


    If
      sent
      to UNIVERSITY by mail:

    University
      of California, San Diego

    Technology
      Transfer & Intellectual Property Services

    9500
      Gilman Drive

    Mail
      Code
      0910

    La
      Jolla,
      CA 92093-0910

    Attention:
      Assistant Vice Chancellor

     

    
      
         

      

      
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    If
      sent
      to UNIVERSITY by courier: 

    


    University
      of California, San Diego

    Technology
      Transfer & Intellectual Property Services

    10300
      North Torrey Pines Road

    Torrey
      Pines Center North, First Floor

    La
      Jolla,
      CA 92037

    Attention:
      Assistant Vice Chancellor

    


    For
      wire
      payments to UNIVERSITY:

    All
      payments due UNIVERSITY and made by wire transfers shall include an additional
      wire transfer fee of twenty-five dollar (US$25) to the amount due. Wire
      transfers shall be made using the following information:

     

    
      	 	
              UCSD
                receiving bank name:

            	
              Bank
                of America

            
	 	
              UCSD
                bank account no.:

            	
              1233-0-18188

            
	 	
              UCSD
                bank routing (ABA) no.: 

            	
              121000358

            
	 	
              UCSD
                bank account name:

            	
              Regents
                of UC

            
	 	
              UCSD
                bank ACH format code:

            	
              CTX

            
	 	 	 
	 	
              UCSD
                bank address:

            	
              Bank
                of America

              PO
                Box 37025

              San
                Francisco, CA 94137

              U.S.A.

            
	 	
              UCSD
                addendum information:

            	
              Reference
                UCSD-TechTIPS Case

              No.:
                1998-088

              Department
                contact: Financial Manager

            
	 	 	 


    

    


    A
      fax copy of the transaction receipt should be sent to Financial Manager at:
      (858) 534-7345. LICENSEE is responsible for all bank charges of wire transfer
      funds. The bank charges should not be deducted from total amount due to the
      Regents of the University of California

    


    10.2  Secrecy.  

    


    (a)
      "Confidential Information" shall mean information relating
      to the Invention and disclosed by UNIVERSITY to LICENSEE during the term of
      this
      Agreement, which if disclosed in writing shall be marked "Confidential", or
      if
      first disclosed otherwise, shall within thirty (30) days of such disclosure
      be
      reduced to writing by UNIVERSITY and sent to LICENSEE:

    


    (b)
      Licensee shall:

     

    
      
         

      

      
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       (i) use
      the
      Confidential Information for the sole purpose of performing under the terms
      of
      this Agreement;

    


       (ii) safeguard
      Confidential Information against disclosure to others with the same degree
      of
      care as it exercises with its own data of a similar nature;

    


       (iii) not
      disclose Confidential Information to others (except to its employees, agents
      or
      consultants who are bound to LICENSEE by a like obligation of confidentiality)
      without the express written permission of UNIVERSITY, except that LICENSEE
      shall
      not be prevented from using or disclosing any of the Confidential Information
      that: 

    


    (A) LICENSEE
      can demonstrate by written records was previously known to it; 

    


    (B) is
      now,
      or becomes in the future, public knowledge other than through acts or omissions
      of LICENSEE; 

    
       

      (C) 
        is
        lawfully obtained by LICENSEE from sources independent of UNIVERSITY;
        or

    

     

    (D) is
      required to be disclosed by law or a court of competent jurisdiction;
      and

    


    (c) The
      secrecy obligations of LICENSEE with respect to Confidential Information shall
      continue for a period ending five (5) years from the termination date of this
      Agreement.

    


    10.3  Assignability.
      This
      Agreement may be assigned by UNIVERSITY, but is personal to LICENSEE and
      assignable by LICENSEE only with the written consent of UNIVERSITY.

    


    10.4  No
      Waiver.
      No
      waiver by either party of any breach or default of any covenant or agreement
      set
      forth in this Agreement shall be deemed a waiver as to any subsequent and/or
      similar breach or default.

    


    10.5  Failure
      to Perform.
      In the
      event of a failure of performance due under this Agreement and if it becomes
      necessary for either party to undertake legal action against the other on
      account thereof, then the prevailing party shall be entitled to reasonable
      attorney's fees in addition to costs and necessary disbursements.

    


    10.6
         Governing
      Laws.
      THIS
      AGREEMENT SHALL BE INTERPRETED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
      THE
      STATE OF CALIFORNIA, but the scope and validity of any patent or patent
      application shall be governed by the applicable laws of the country of the
      patent or patent application.

     

    
      
         

      

      
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    10.7  Force
      Majeure.
      A party
      to this Agreement may be excused from any performance required herein if such
      performance is rendered impossible or unfeasible due to any catastrophe or
      other
      major event beyond its reasonable control, including, without limitation, war,
      riot, and insurrection; laws, proclamations, edicts, ordinances, or regulations;
      strikes, lockouts, or other serious labor disputes; and floods, fires,
      explosions, or other natural disasters. When such events have abated, the
      non-performing party's obligations herein shall resume.

    


    10.8  Headings.
      The
      headings of the several sections are inserted for convenience of reference
      only
      and are not intended to be a part of or to affect the meaning or interpretation
      of this Agreement.

    


    10.9  Entire
      Agreement. This
      Agreement embodies the entire understanding of the parties and supersedes all
      previous communications, representations or understandings, either oral or
      written, between the parties relating to the subject matter hereof.

    


    10.10 Amendments.
      No
      amendment or modification of this Agreement shall be valid or binding on the
      parties unless made in writing and signed on behalf of each party.

    


    10.11
       Severability.
      In the
      event that any of the provisions contained in this Agreement is held to be
      invalid, illegal, or unenforceable in any respect, such invalidity, illegality
      or unenforceability shall not affect any other provisions of this Agreement,
      and
      this Agreement shall be construed as if the invalid, illegal, or unenforceable
      provisions had never been contained in it.

    


    IN
      WITNESS WHEREOF,
      both
      UNIVERSITY and LICENSEE have executed this Agreement, in duplicate originals,
      by
      their respective and duly authorized officers on the day and year
      written.

    


    
      	NEOPROBE,
              INC.:	 	THE
              REGENTS OF THE 
	UNIVERSITY
              OF CALIFORNIA:	 	 	 
	 	 	 	 	 
	By:	
              /s/
                David C. Bupp

            	 	By:
              	
              /s/
                Alan S. Paau

            
	 	
              (Signature)

            	 	 	
              (Signature)

            
	 	 	 	 	 
	 	
              Name:
                David C. Bupp

            	 	 	
              Alan
                S. Paau, M.B.A, Ph.D.

            
	 	
              Title:
                President and CEO

            	 	 	
              Assistant
                Vice Chancellor, Technology Transfer & Intellectual Property
                Services

            
	 	 	 	 	 
	 	
              Date:
                April 14, 2005

            	 	 	
              Date:
                April 8, 2005 

            


    

     

     

    
      
         

      

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