Back
          to Table of Contents

         

      

    

    EXHIBIT
      10.11

    


     

     

    LICENSE
      AGREEMENT

    


    BETWEEN

     

    NEOPROBE
      CORPORATION

     

    AND

     

    THE
      REGENTS OF THE UNIVERSITY OF CALIFORNIA

     

    FOR

     

    CASE
      NO.
      SD1998-088

     

    
      
         

      

      
        
        

        
          

        

      

      
        Back
          to Table of Contents

      

    

    


    TABLE
      OF CONTENTS

    
      	 	 	 
	
              Article
                1:

            	
              Definitions

            	
              2

            
	 	 	 
	
              Article
                2:

            	
              Grant

            	
              4

            
	 	 	 
	
              Article
                3: 

            	
              Considerations

            	
              5

            
	 	 	 
	
              Article
                4: 

            	
              Reports,
                Records and Payments

            	
              9

            
	 	 	 
	
              Article
                5: 

            	
              Patent
                Matters

            	
              11

            
	 	 	 
	
              Article
                6:

            	
              Governmental
                Matters

            	
              13

            
	 	 	 
	
              Article
                7:

            	
              Termination
                of Agreement

            	
              13

            
	 	 	 
	
              Article
                8:

            	
              Limited
                Warranty and Indemnification

            	
              15

            
	 	 	 
	
              Article
                9:

            	
              Use
                of Names and Trademarks

            	
              16

            
	 	 	 
	
              Article
                10:

            	
              Miscellaneous
                Provisions

            	
              17

            


    

     

    
 

    
      
         

      

      
        -i-

        
          

        

      

      
        Back
          to Table of Contents

      

    


    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 the date of the last signature (“Effective
      Date”).

    


    RECITALS

    


    WHEREAS,
      the inventions disclosed in UCSD Case Docket No. SD1998-0088 and titled
“MACROMOLECULAR CARRIER FOR DRUG AND DIAGNOSTIC AGENT DELIVERY“ ("Invention"),
      were made in the course of
      research at UCSD by Dr. Dave Vera (hereinafter and collectively, 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 Inventor is an employee of UCSD, and is obligated to assign all of his
      right, title and interest in the Invention to UNIVERSITY;

    


    WHEREAS,
      LICENSEE entered into a secrecy agreement (UC Control No 1999-20-0208) with
      UNIVERSITY, effective July 17, 1998 ("Secrecy Agreement"), for the purpose
      of
      evaluating the Invention;

    


    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 use of the Invention in
      Combination Products in the field of Scintigraphy and intraoperative use in
      Scintillation Counting 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.

     

    
      
         

      

      
        -1-

        
          

        

      

      
        Back
          to Table of Contents

      

    

    


    NOW,
      THEREFORE, the parties agree:

     

    ARTICLE
      1. DEFINITIONS

    


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

    


    
      	
              1.1
                

            	
              "Affiliate"
                means any corporation or other business entity in which LICENSEE
                owns or
                controls, directly or indirectly, at least twenty percent (20%) of
                the
                outstanding stock or other voting rights entitled to elect directors,
                or
                in which LICENSEE is owned or controlled directly or indirectly by
                at
                least twenty percent (20%) of the outstanding stock or other voting
                rights
                entitled to elect directors; but in any country where the local law
                does
                not permit foreign equity participation of at least twenty percent
                (20%),
                then an "Affiliate" includes any company in which LICENSEE owns or
                controls or is owned or controlled by, directly or indirectly, the
                maximum
                percentage of outstanding stock or voting rights permitted by local
                law.

            


    

    


    
      	1.2	
              "Sublicensee"
                means a third party to whom LICENSEE grants a sublicense of  certain
                rights granted to LICENSEE under this
                Agreement.

            


    

    


    
      	
              1.3
                

            	
              “EPO
                Member States” means Austria, Belgium, Switzerland, Cyprus, Germany,
                Denmark, Spain, Finland, France, Turkey, Greece, Ireland, Italy,
                Liechtenstein, Luxembourg, Monaco, Netherlands, Portugal, Sweden,
                and the
                United Kingdom.

            


    

    


    
      	
              1.4

            	
              “Scintigraphy”
                means an external imaging examination of the patient following the
                injection of a radioactive substance using a device to image gamma
                radiation, such as a gamma camera.

            


    

    


    
      	
              1.5
                

            	
              “Scintillation
                Counting” means an external or internal scan examination of a patient, or
                tissue of organ of such patient following the injection of a radioactive
                substance using a hand-held gamma radiation detection
                probe.

            


    

    


    
      	1.6	
              "Field"
                means diagnostic use in Scintigraphy and Scintillation Counting which
                is
                 a
                radio-labeled-carbohydrate-conjugated macromolecule that directs
                radioactivity  to
                lymphoid tissue.

            


    

    


    
      	
              1.7
                

            	
              "Territory"
                means the United State, EPO Member States, and
                Japan.

            


    

    


    
      	
              1.8
                

            	
              "Term"
                means the period of time beginning on the Effective Date and ending
                on the
                later of (i) the expiration date of the longest-lived Patent Rights;
                or
                (ii) the twenty-first (21st) anniversary of Effective
                Date.

            


    

     

    
 

    
      
         

      

      
        -2-

        
          

        

      

      
        Back
          to Table of Contents

      

    


    
      	
              1.9
                

            	
              "Patent
                Rights" means any of the following: the US patent application (serial
                number 09/569,466, 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.

            


    

    


    
      	
              1.10
                

            	
              "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 and the overriding obligations
                to
                NIH under
                the sponsorship agreement with the
                same.

            


    

    


    
      	
              1.11
                

            	
              "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 of any pending or issued and unexpired
                claim
                within Patent Rights.

            


    

    


    
      	
              1.12
                

            	
              "Licensed
                Product" means any 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 by UNIVERSITY
                herein,
                an infringement of any pending or issued and unexpired claim within
                the
                Patent Rights.

            


    

    


    
      	
              1.13
                

            	
              "Net
                Sales" means the total of the gross invoice prices of Licensed Products
                sold by LICENSEE, its Sublicensee, an Affiliate, or any combination
                thereof, less the sum of the following actual and customary deductions
                where applicable and separately listed: cash, trade, or quantity
                discounts; sales, use, tariff, import/export duties or other excise
                taxes
                imposed on particular sales (except for value-added and income taxes
                imposed on the sales of Product in foreign countries); transportation
                charges; or credits to customers because of rejections or returns.
                For
                purposes of calculating Net Sales, transfers to a Sublicensee or
                an
                Affiliate of Licensed Product under this Agreement for (i) end use
                (but
                not resale) by the Sublicensee or Affiliate shall be treated as sales
                by
                LICENSEE at list price of LICENSEE, or (ii) resale by a Sublicensee
                or an
                Affiliate shall be treated as sales at the list price of the Sublicensee
                or Affiliate.

            


    

    


    
      	
              1.14

            	
              “Patent
                Costs” means all 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, and opposition activities
                related
                to patents or applications in Patent
                Rights.

            


    

     

     

    
      
         

      

      
        -3-

        
          

        

      

      
        Back
          to Table of Contents

      

    

    
 

    
      	
              1.15
                

            	
              "Combination
                Product" means any product which is a Licensed Product and contains
                other
                product(s) or product component(s) that (i) does not use Invention
                or
                Patent Rights; (ii) the sale, use or import by itself does not contribute
                to the infringement of Patent Rights; (iii) can be sold separately
                by
                LICENSEE, its Sublicensee or an Affiliate; and (iv) enhances the
                market
                price of the final product(s) sold, used or imported by LICENSEE,
                its
                Sublicensee, or an Affiliate.

            


    

    


    
      	
              1.16
                

            	
              "Technology"
                means the written technical information relating to the Invention
                which
                the Inventors provide to LICENSEE prior to the Effective
                Date.

            


    

    


    
      	1.17	
              “Third
                Party” means any individual or entity other than LICENSEE or  UNIVERSITY
                or an Affiliate of LICENSEE or
                UNIVERSITY.

            


    

    


    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 Affiliates,
      and
      LICENSEE
      hereby
      accepts, a license under Patent Rights to make, use, sell, offer for sale,
      and
      import Licensed Products and to practice Licensed Methods and
      to use the Technology
      in the
      Field within the Territory and during the Term.

    


    The
      license granted herein is exclusive for Patent Rights and UNIVERSITY shall
      not
      grant to third parties a further license under Patent Rights in the Field,
      within the Territory and during the Term.

     

    2.2
      Sublicense. 

    


    (a) The
      license granted in Paragraph 2.1 includes the right of LICENSEE to grant
      sublicense 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:

    


    (1)
      not
      receive, or agree to receive, anything of value in lieu of cash as
      considerations from a third party under a sublicense granted pursuant to
      Paragraph 2.2(a) without the express written consent of UNIVERSITY;


    


    (2)
      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;

    


    (3)
      promptly provide UNIVERSITY with a copy of each sublicense issued;
      and

     

    
      
         

      

      
        -4-

        
          

        

      

      
        Back
          to Table of Contents

      

    

     

    (4)
      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, Technology and Patent Rights for educational and research
      purposes;

    


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

    


    (c) allow,
      in
      compliance with University policy, other nonprofit institutions to use
      Invention, Technology and Patent Rights for educational and research purposes
      in
      their facilities.

    


    ARTICLE
      3. CONSIDERATIONS

    


    3.1 Fees
      and Royalties.
      The
      parties hereto understand that the fees and royalties payable by LICENSEE to
      UNIVERSITY under this Agreement are partial considerations for the license
      granted herein to LICENSEE under Patent Rights. Subject to the provisions of
      this Agreement LICENSEE
      shall pay UNIVERSITY:

    


    (a) a
      license
      issue fee
      of
      Twenty-Five Thousand Dollars ($25,000) within thirty (30) days of the Effective
      Date this Agreement;

    


    (b) license
      maintenance fees
      of
      Twenty-Five Thousand Dollars ($25,000) per year. The first license maintenance
      fee shall be due no later than August 8, 2003 and shall include an additional
      two thousand Dollars ($2,000) as interest, and shall be non-transferable and
      survive termination. The second license maintenance fee shall be due on the
      second anniversary of the effective date of the license. Subsequent license
      maintenance fees shall be payable on the third anniversary of the Effective
      Date
      and annually thereafter on each anniversary; provided however, that LICENSEE's
      obligation to pay this fee shall end on the date when LICENSEE is commercially
      selling a Licensed Product;

     

    
      
         

      

      
        -5-

        
          

        

      

      
        Back
          to Table of Contents

      

    

    
      
        

      

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

                


        

         

      

    

    (c) milestone
      payments
      in the
      amounts payable according to the following schedule or events:

    


    
      	
            	Amount	 	
              Date
                or Event

            
	 	 	 	 
	
              (1)

            	
              $[*]

            	 	
              The
                first successful regulatory clearance, to be substituted for the
                appropriate milestone payment listed below in
                (14)-(25).

            
	
              (2)

            	
              $[*]

            	 	
              The
                earlier of year-end 2002 or commencement of phase 2 trial for
                melanoma

            
	
              (3)

            	
              $[*]

            	 	
              The
                earlier of year-end 2002 or commencement of phase 2 trial for breast
                cancer

            
	
              (4)

            	
              $[*]

            	 	
              The
                earlier of year-end 2003 or commencement of phase 2 trial for colo-rectal
                cancer

            
	
              (5)

            	
              $[*]

            	 	
              commencement
                of phase 2 trial for stomach cancer

            
	
              (6)

            	
              $[*]

            	 	
              commencement
                of phase 2 trial for cervical cancer

            
	
              (7)

            	
              $[*]

            	 	
              commencement
                of phase 2 trial for any cancer that is not melanoma, breast, colo-rectal,
                stomach, or cervical

            
	
              (8)

            	
              $[*]

            	 	
              The
                earlier of year-end 2004 or completion of phase 3 trial for
                melanoma

            
	
              (9)

            	
              $[*]

            	 	
              The
                earlier of year-end 2004 or completion of phase 3 trial for breast
                cancer

            
	
              (10)

            	
              $[*]

            	 	
              The
                earlier of year-end 2005 or completion of phase 3 trial for colo-rectal
                cancer

            
	
              (11)

            	
              $[*]

            	 	
              completion
                of phase 3 trial for stomach cancer

            
	
              (12)

            	
              $[*]

            	 	
              completion
                of phase 3 trial for cervical cancer

            
	
              (13)

            	
              $[*]

            	 	
              completion
                of phase 3 trial for any cancer that is not melanoma, breast, colo-rectal,
                stomach, or cervical

            


    

    
      
        
          	 	 	 	 
	
                  (14)

                	
                  $[*]

                	 	
                  The
                    earlier of year-end 2004 or US regulatory clearance granted for
                    melanoma

                
	
                  (15)

                	
                  $[*]

                	 	
                  The
                    earlier of year-end 2004 or US regulatory clearance granted for
                    breast
                    cancer

                
	
                  (16)

                	
                  $[*]

                	 	
                  The
                    earlier of year-end 2005 or US regulatory clearance granted for
                    colo-rectal cancer

                
	
                  (17)

                	
                  $[*]

                	 	
                  US
                    regulatory clearance granted for stomach cancer

                
	
                  (18)

                	
                  $[*]

                	 	
                  US
                    regulatory clearance granted for cervical cancer

                
	
                  (19)

                	
                  $[*]

                	 	
                  US
                    regulatory clearance granted for any cancer that is not melanoma,
                    breast,
                    colo-rectal, stomach, or cervical

                
	
                  (20)

                	
                  $[*]

                	 	
                  Regulatory
                    clearance granted in any EPO Member States or Japan for
                    melanoma

                
	
                  (21)

                	
                  $[*]

                	 	
                  Regulatory
                    clearance granted in any EPO Member States or Japan for breast
                    cancer

                
	
                  (22)

                	
                  $[*]

                	 	
                  Regulatory
                    clearance granted in any EPO Member States or Japan for colo-rectal
                    cancer

                
	
                  (23)

                	
                  $[*]

                	 	
                  Regulatory
                    clearance granted in any EPO Member States or Japan for stomach
                    cancer

                
	
                  (24)

                	
                  $[*]

                	 	
                  Regulatory
                    clearance granted in any EPO Member States or Japan for cervical
                    cancer

                
	
                  (25)

                	
                  $[*]

                	 	
                  Regulatory
                    clearance granted in any EPO Member States or Japan for any cancer
                    that is
                    not melanoma, breast, colo-rectal, stomach, or
                    cervical

                


        

        


        
          	 	
                  (d)

                	
                  an
                    earned
                    royalty
                    of
                    [*]% on Net Sales of Licensed Products by LICENSEE and/or its
                    Affiliate(s)
                    provided however that;

                


        

         

      

    

    
      
         

      

      
        -6-

        
          

        

      

      
        Back
          to Table of Contents

      

    

     

    
      
        

      

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

                


        

      

       

    

    (i)
      if LICENSEE is required to license the intellectual property of a Third Party
      to
      make, have made, use, sell, offer to sell or import Licensed Products, the
      earned royalty due hereunder shall be reduced in the proportion of one half
      percent (0.5%) for every one percent (1.0%) of royalty due to such Third
      Party.

    


    (ii)
      the earned royalty due on Net Sales of Combination Product by LICENSEE and/or
      its Affiliate(s) shall be calculated as below:

    


    Earned
      Royalties due UNIVERSITY = A/(A+B+C . . .) x Royalty Rate on Net Sales of the
      Licensed Products applicable in (i) or (ii) x Net Sales of Combination Product,
      where:

    


    A
      is the separately listed sale price of the Licensed Product or Licensed Product
      components; and

     

    B
      and C . . . are the separately listed sale prices of the individual products
      or
      product components, respectively, that satisfied the requirements outlined
      in
      Paragraph 1.13. If LICENSEE does not separately sell any of the B, C . . .
      products or product components used in Combination Product, the purchase price
      paid by LICENSEE in the procurement of said products or product components
      shall
      be used.

    


    (iii)
      under no circumstances shall the royalty due to University be less than sixty
      percent (60%) of the amount due without the deductions allowable under 3.1(c)(i)
      or (ii), therefore the royalties due to University shall never be less than
      three percent (3%) on Net Sales of Licensed Products by Licensee or its
      Affiliates."

    


    (e) [*]%
      of
      all sublicense
      fees
      received
      by LICENSEE from its Sublicensees that are not earned royalties, excluding
      research support, received by LICENSEE, provided however that such research
      support shall not include executive and clerical salaries, legal expenses,
      or
      other costs not directly related to research;

    


    (f) on
      each
      and every sublicense
      royalty
      payment
      received by LICENSEE from its Sublicensees on sales of Licensed Product by
      Sublicensee, fifty percent (50%) of the royalties received by
      LICENSEE;

     

    
       

    

    (g) beginning
      the calendar year of commercial sales of the first License Product by LICENSEE,
      its Sublicensee, or an Affiliate and if the total earned royalties paid by
      LICENSEE under Paragraphs 3.1(d) and (f) to UNIVERSITY in any such year
      cumulatively amounts to less than Twenty-Five Thousand Dollars ($25,000)
      (“minimum
      annual royalty”),
      LICENSEE shall pay to UNIVERSITY a minimum annual royalty on or before February
      28 following the last quarter of such year the difference between amount noted
      above and the total earned royalty paid by LICENSEE for such year under
      Paragraphs 3.1(d) and (f); provided, however, that for the year of commercial
      sales of the first Licensed Product, the amount of minimum annual royalty
      payable shall be pro-rated for the number of months remaining in that calendar
      year.

     

    
      
         

      

      
        -7-

        
          

        

      

      
        Back
          to Table of Contents

      

    

    


    All
      fees
      and royalty payments specified in Paragraphs 3.1(a) through 3.1(g) 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 past (prior to the Effective Date) and future
      (on
      or after the Effective Date) Patent Costs plus a fifteen percent (15%) patent
      service fee within thirty (30) days following receipt by LICENSEE of an itemized
      invoice from UNIVERSITY.

    


    3.3
      Due
      Diligence.

    


    (a)
      LICENSEE shall:

    


    (1) diligently
      proceed with the development, manufacture and sale of Licensed
      Products;

    


    (2) market
      Licensed Products in the United States within six (6) months of receiving
      regulatory approval to market such Licensed Product's;

    


    (3) reasonably
      fill the market demand for Licensed Products following commencement of marketing
      at any time during the term of this Agreement; and

    


    (4) obtain
      all necessary governmental approvals for the manufacture, use and sale of
      Licensed Products.

    


    (b) If
      LICENSEE fails to perform any of its obligations specified in Paragraphs 3.1(c)
      and 3.3(a)(1)-(4), then UNIVERSITY shall have the right and option to either
      terminate this Agreement as outlined in Paragraph 7.1 or change LICENSEE's
      exclusive license to a nonexclusive license provided that LICENSEE has not
      cured
      such failure to perform within ninety (90) days written notice from UNIVERSITY
      of said failure. This right, if exercised by UNIVERSITY, supersedes the rights
      granted in Article 2.

     

    
      
         

      

      
        -8-

        
          

        

      

      
        Back
          to Table of Contents

      

    

    


    ARTICLE
      4. REPORTS, RECORDS AND PAYMENTS

    


    4.1 Reports. 

    


    (a) Progress
      Reports.

     

    (1) Beginning
      January 1, 2002 and ending on the date of first commercial sale of a Licensed
      Product in the United States, LICENSEE shall submit to UNIVERSITY semi-annual
      progress reports covering LICENSEE's (and Affiliate's and Sublicensee's)
      activities to develop and test all Licensed Products and obtain governmental
      approvals necessary for marketing the same. Such reports shall include a summary
      of work completed; summary of work in progress; current schedule of anticipated
      events or milestones; market plans for introduction of Licensed Products; and
      summary of resources (dollar value) spent in the reporting period.

    


    (2) LICENSEE
      shall also report to UNIVERSITY, in its immediately subsequent progress report,
      the date of first commercial sale of a Licensed Product in each
      country.

    


    (b) Royalty
      Reports.
      After
      the first commercial sale of a Licensed Product anywhere in the world, LICENSEE
      shall submit to UNIVERSITY quarterly royalty reports on or before each February
      28, May 31, August 31 and November 30 of each year. Each royalty report
      shall cover LICENSEE's (and each Affiliate's and Sublicensee's) most recently
      completed calendar quarter and shall show:

    


    (1) the
      gross
      sales, deductions as provided in Paragraph 1.11, and Net Sales during the most
      recently completed calendar quarter and the royalties, in US dollars, payable
      with respect thereto;

     

    (2) the
      number of each type of Licensed Product sold;

     

    (3) sublicense
      fees and royalties received during the most recently completed calendar quarter
      in US dollars, payable with respect thereto;

     

    (4) the
      method used to calculate the royalties; and

     

    (5) the
      exchange rates used.

    


    If
      no
      sales of Licensed Products has been made and no sublicense revenues has been
      received by LICENSEE during any reporting period, LICENSEE shall so
      report.

     

    
      
         

      

      
        -9-

        
          

        

      

      
        Back
          to Table of Contents

      

    

    


    4.2 Records
      & Audits. 

    


    (a) LICENSEE
      shall keep, and shall require its Affiliates and Sublicensees to keep, accurate
      and correct records of all Licensed Products manufactured, used, and sold,
      and
      sublicense fees received under this Agreement. Such records shall be retained
      by
      LICENSEE for at least three (3) years following a given reporting period.


    


    (b) Upon
      five
      (5) business days prior notice to LICENSEE all records shall be available during
      normal business hours for inspection at the expense of UNIVERSITY by
      UNIVERSITY’s Internal Audit Department or by a Certified Public Accountant
      selected by UNIVERSITY and in compliance with the other terms of this Agreement
      for the sole purpose of verifying reports and payments. Such inspector shall
      not
      disclose to UNIVERSITY any information other than information relating to the
      accuracy of reports and payments made under this Agreement or other compliance
      issues. In the event that any such inspection shows an under reporting and
      underpayment in excess of five percent (5%) for any twelve (12) month period,
      then LICENSEE shall pay the cost of the audit as well as any additional sum
      that
      would have been payable to UNIVERSITY had the LICENSEE reported correctly,
      plus
      an interest charge at a rate of ten percent (10%) per year. Such interest shall
      be calculated from the date the correct payment was due to UNIVERSITY up to
      the
      date when such payment is actually made by LICENSEE. For underpayment not in
      excess of five percent (5%) for any twelve (12) month period, LICENSEE shall
      pay
      the difference within thirty (30) days without interest charge or inspection
      cost.

    


    4.3 Payments.

    


    (a) All
      fees
      and royalties 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' taxpayer identification number, 95-6006144. When
      Licensed Products are sold in currencies other than United States dollars,
      LICENSEE shall first determine the earned royalty in the currency of the country
      in which Licensed Products were sold and then convert the amount into equivalent
      United States funds, using the exchange rate quoted in the Wall Street Journal
      on the last business day of the applicable reporting period.

    


    (b) Royalty
      Payments. 

    


    (1) Royalties
      shall accrue when Licensed Products are invoiced, or if not invoiced, when
      delivered to a third party or Affiliate.

    


    (2) LICENSEE
      shall pay earned royalties quarterly on or before February 28, May 31, August
      31
      and November 30 of each calendar year. Each such payment shall be for earned
      royalties accrued within LICENSEE's most recently completed calendar
      quarter.

     

    
      
         

      

      
        -10-

        
          

        

      

      
        Back
          to Table of Contents

      

    

    


    (3) Royalties
      earned on sales occurring or under sublicense granted pursuant to this Agreement
      in any country outside the United States shall not be reduced by LICENSEE for
      any taxes, fees, or other charges imposed by the government of such country
      on
      the payment of royalty income, except that all payments made by LICENSEE in
      fulfillment of UNIVERSITY' tax liability in any particular country may be
      credited against earned royalties or fees due UNIVERSITY for that country.
      LICENSEE shall pay all bank charges resulting from the transfer of such royalty
      payments. 

    


    (4) If
      at any
      time legal restrictions prevent the prompt remittance of part or all royalties
      by LICENSEE with respect to any country where a Licensed Product is sold or
      a
      sublicense is granted pursuant to this Agreement, LICENSEE shall convert the
      amount owed to UNIVERSITY into US currency and shall pay UNIVERSITY directly
      from its US sources of fund for as long as the legal restrictions
      apply.

    


    (5) LICENSEE
      shall not collect royalties from, or cause to be paid on Licensed Products
      sold
      to the account of the US Government or any agency thereof as provided for in
      the
      license to the US Government.

    


    (6) 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 royalties 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 royalties that accrued
before
      the date of such final decision, that are based on another patent or claim
      not
      involved in such final decision.

    


    (c)
      Late
      Payments. In the event royalty, 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.

     

    
      
         

      

      
        -11-

        
          

        

      

      
        Back
          to Table of Contents

      

    

    


    (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
      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.

    


    (d) 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 then 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.

    


    5.2
      Patent Infringement.

    


    (a) If
      LICENSEE learns of any substantial infringement of Patent Rights, LICENSEE
      shall
      so inform UNIVERSITY and provide UNIVERSITY with reasonable evidence of the
      infringement. Neither party shall notify a third party of the infringement
      of
      Patent Rights without the consent of the other party. Both parties shall use
      reasonable efforts and cooperation to terminate infringement without
      litigation.

    


    (b) LICENSEE
      may request UNIVERSITY to take legal action against such third party for the
      infringement of Patent Rights. Such request shall be made in writing and shall
      include reasonable evidence of such infringement and damages to LICENSEE. If
      the
      infringing activity has not abated ninety (90) days following LICENSEE’s
      request, UNIVERSITY shall elect to or not to commence suit on its own account.
      UNIVERSITY shall give notice of its election in writing to LICENSEE by the
      end
      of the one-hundredth (100th) day after receiving notice of such request from
      LICENSEE. LICENSEE may thereafter bring suit for patent infringement at its
      own
      expense, if and only if UNIVERSITY elects not to commence suit and the
      infringement occurred in a jurisdiction where LICENSEE has an exclusive license
      under this Agreement. If LICENSEE elects to bring suit, UNIVERSITY may join
      that
      suit at its own expense.

     

    
      
         

      

      
        -12-

        
          

        

      

      
        Back
          to Table of Contents

      

    

     

    (c) Recoveries
      from actions brought pursuant to Paragraph 5.2(b) shall belong to the party
      bringing suit. Legal actions brought jointly by UNIVERSITY and LICENSEE and
      fully participated in by both shall be at the joint expense of the parties
      and
      all recoveries shall be shared jointly by them in proportion to the share of
      expense paid by each party.

    


    (d) Each
      party shall cooperate with the other in litigation proceedings at the expense
      of
      the party bringing suit. Litigation shall be controlled by the party bringing
      the suit, except that UNIVERSITY may be represented by counsel of its choice
      in
      any suit brought by LICENSEE.

    


    5.3
      Patent
      Marking.
      LICENSEE
      shall mark all Licensed Products made, used or sold under the terms of this
      Agreement, or their containers, in accordance with the applicable patent marking
      laws.

    


    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.

    


    6. Preference
      for United States Industry.
      If
      LICENSEE sells a Licensed Product or Combination Product in the US, LICENSEE
      shall manufacture said product substantially in the US.

    


    ARTICLE
      7. TERMINATION OF THE AGREEMENT

    


    7.1 Termination
      by The Regents.
      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 ninety (90) 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.

     

    
      
         

      

      
        -13-

        
          

        

      

      
        Back
          to Table of Contents

      

    

    


    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
                3.1(b) - First license maintenance
                fee

            


    

    


    
      	 	
              (b)

            	
              Article
                4 (REPORTS, RECORDS AND PAYMENTS);

            


    

    


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

            


    

    


    
      	
            	(d)	
              Paragraph
                8.2 (Indemnification);

            


    

    


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

            


    

    


    
      	
            	(f)	
              Paragraph
                10.2 hereof (Secrecy); and

            


    

    


    
      	 	
              (g)

            	
              Paragraph
                10.5 (Failure to Perform).

            


    

    


    
      	 	
              (h)

            	
              Paragraph
                10.6 (Governing Laws).

            


    

    


    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 eighty (180)
      days of the effective date of such termination provided that the sale of such
      Licensed Product by LICENSEE, its Sublicensees, or Affiliates shall be subject
      to the terms of this Agreement, including but not limited to the rendering
      of
      reports and payment of royalties required under this Agreement.

     

    
      
         

      

      
        -14-

        
          

        

      

      
        Back
          to Table of Contents

      

    

    


    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, and Licensed Method.

    


    (d)
      Except
      as otherwise provided in this Agreement nothing in this Agreement shall be
      construed as:

    


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

    


    (2) 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;

    


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

    


    (4) 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

    


    (5) 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
      Inventor 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.

     

    
      
         

      

      
        -15-

        
          

        

      

      
        Back
          to Table of Contents

      

    

     

    (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:

    


    (1) comprehensive
      or commercial general liability insurance (contractual liability included)
      with
      limits of at least: (i) each occurrence, $1,000,000; (ii) products/completed
      operations aggregate, $5,000,000; (iii) personal and advertising injury,
      $1,000,000; and (iv) general aggregate (commercial form only), $5,000,000;
      and

    


    (2) 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 additional insured 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.

    


    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 Inventor the terms and conditions of this Agreement upon
      their request. If such disclosure is made, UNIVERSITY shall request the Inventor
      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.

     

    
      
         

      

      
        -16-

        
          

        

      

      
        Back
          to Table of Contents

      

    

    


    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 Neoprobe Corporation: 

    425
      Metro
      North Place North

    Suite
      300

    Dublin,
      Ohio 43017-1367

    Attention:
      President, CEO

     

    If
      sent
      to UNIVERSITY: 

    University
      of California, San Diego

    Technology
      Transfer & Intellectual Property Services

    9500
      Gilman Drive

    La
      Jolla,
      CA 92093-0910

    Attention:
      Director

    


    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:

     

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

     

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

     

    (3) 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: 

     

    
      
         

      

      
        -17-

        
          

        

      

      
        Back
          to Table of Contents

      

    

    


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

    


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

    


    (iii) is
      lawfully obtained by LICENSEE from sources independent of UNIVERSITY;
      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.

    


    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, acts of terrorism, 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.

     

    
      
         

      

      
        -18-

        
          

        

      

      
        Back
          to Table of Contents

      

    

    


    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
              CORPORATION:	THE
              REGENTS OF THE 
	 	 	 	UNIVERSITY
              OF CALIFORNIA:
	 	 	 	 	 
	By	
              /s/
                David Bupp

            	 	By	
              /s/
                Alan S. Paau

            
	 	
              (Signature)

            	 	 	
              (Signature)

            
	 	 	 	 	 
	 	
              Name:
                David Bupp

            	 	 	
              Alan
                S. Paau

            
	 	
              Title:
                President, CEO

            	 	 	
              Director,
                Technology Transfer & Intellectual Property
                Services

            
	 	
              Date
                January 30, 2002 

            	 	 	
              Date
                January 26, 2002

            


    

     

    
 

    
      
         

      

      
        -19-

        
          

        

      

      
        Back
          to Table of Contents

      

    

    
      
        
          
            
              

            

          

        

      

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

                


        

      

       



    AMENDMENT
      NO. 1 TO THE

    LICENSE
      AGREEMENT CONTROL NO. 2002-03-0237

    INVENTION
      CASE NO. SD1998-088

    TITLED
      “MACROMOLECULAR DRUG CARRIER FOR DRUG AND DIAGNOSTIC AGENT
      DELIVERY”

    BETWEEN
      NEOPROBE, INC. AND

    THE
      REGENTS OF THE UNIVERSITY OF CALIFORNIA

    EFFECTIVE
      JANUARY 30, 2002

     

    The
      parties to the License Agreement ("Agreement") cited above wish to amend such
      Agreement, effective as of the date of the last signature below ("Effective
      Date") to include certain corrections and modifications. These changes are
      to be
      substituted for those relevant paragraphs in the Agreement and are effective
      on
      Effective Date. For these purposes, changes are made as detailed below to the
      following Articles:

    


    CHANGES
      ARTICLE 3. CONSIDERATIONS

    


    DELETE
      3.1(c)

    


    ADD
      3.1(C)
milestone
      payments
      in the
      amounts payable according to the following events:

    


    
      	
               

            	Amount	 	
              Date
                or Event

            
	 	 	 	 
	
              (1)

            	
              $[*]

            	 	
              The
                first successful regulatory clearance, to be substituted for the
                appropriate milestone payment listed below in
                (14)-(25).

            
	
              (2)

            	
              $[*]

            	 	
              commencement
                of phase 2 trial for melanoma

            
	
              (3)

            	
              $[*]

            	 	
              commencement
                of phase 2 trial for breast cancer

            
	
              (4)

            	
              $[*]

            	 	
              commencement
                of phase 2 trial for colo-rectal cancer

            
	
              (5)

            	
              $[*]

            	 	
              commencement
                of phase 2 trial for stomach cancer

            
	
              (6)

            	
              $[*]

            	 	
              commencement
                of phase 2 trial for cervical cancer

            
	
              (7)

            	
              $[*]

            	 	
              commencement
                of phase 2 trial for any cancer that is not melanoma, breast, colo-rectal,
                stomach, or cervical

            
	
              (8)

            	
              $[*]

            	 	
              completion
                of phase 3 trial for melanoma

            
	
              (9)

            	
              $[*]

            	 	
              completion
                of phase 3 trial for breast cancer

            
	
              (10)

            	
              $[*]

            	 	
              completion
                of phase 3 trial for colo-rectal cancer

            
	
              (11)

            	
              $[*]

            	 	
              completion
                of phase 3 trial for stomach cancer

            
	
              (12)

            	
              $[*]

            	 	
              completion
                of phase 3 trial for cervical cancer

            
	
              (13)

            	
              $[*]

            	 	
              completion
                of phase 3 trial for any cancer that is not melanoma, breast, colo-rectal,
                stomach, or cervical

            
	
              (14)

            	
              $[*]

            	 	
              US
                regulatory clearance granted for melanoma

            
	
              (15)

            	
              $[*]

            	 	
              US
                regulatory clearance granted for breast cancer

            
	
              (16)

            	
              $[*]

            	 	
              US
                regulatory clearance granted for colo-rectal cancer

            
	
              (17)

            	
              $[*]

            	 	
              US
                regulatory clearance granted for stomach cancer

            
	
              (18)

            	
              $[*]

            	 	
              US
                regulatory clearance granted for cervical cancer

            
	
              (19)

            	
              $[*]

            	 	
              US
                regulatory clearance granted for any cancer that is not melanoma,
                breast,
                colo-rectal, stomach, or cervical

            
	
              (20)

            	
              $[*]

            	 	
              Regulatory
                clearance granted in any EPO Member States or Japan for
                melanoma

            
	
              (21)

            	
              $[*]

            	 	
              Regulatory
                clearance granted in any EPO Member States or Japan for breast
                cancer

            
	
              (22)

            	
              $[*]

            	 	
              Regulatory
                clearance granted in any EPO Member States or Japan for colo-rectal
                cancer

            
	
              (23)

            	
              $[*]

            	 	
              Regulatory
                clearance granted in any EPO Member States or Japan for stomach
                cancer

            
	
              (24)

            	
              $[*]

            	 	
              Regulatory
                clearance granted in any EPO Member State or Japan for cervical
                cancer

            
	
              (25)

            	
              $[*]

            	 	
              Regulatory
                clearance granted in any EPO Member States or Japan for any cancer
                that is
                not melanoma, breast, colo-rectal, stomach, or cervical

            
	 	 	 	 


    

    
      
         

      

    

    
      
         

      

      
        1

        
          

        

      

      
        Back
          to Table of Contents

      

    

    
      
        
          
            
              

            

          

        

      

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

                


        

      

       

    

    ADD
      3.3(a)
      5. Diligently
      perform clinical testing in accordance to the following schedule:

     

    
      	 	Date
              and
              event
	
              (i)

            	
              By
                [*], commencement of phase 2 trial for melanoma

            
	
              (ii)

            	
              By
                [*], commencement of phase 2 trial for breast cancer

            
	
              (iii)

            	
              By
                [*], commencement of phase 2 trial for colo-rectal
                cancer

            
	
              (iv)

            	
              By
                [*], completion of phase 3 trial for melanoma

            
	
              (v)

            	
              By
                [*], completion of phase 3 trial for breast cancer

            
	
              (vi)

            	
              By
                [*], completion of phase 3 trial for colo-rectal cancer

            
	
              (vii)

            	
              By
                [*], US regulatory clearance granted for melanoma

            
	
              (viii)

            	
              By
                [*], US regulatory clearance granted for breast cancer

            
	
              (ix)

            	
              By
                [*], US regulatory clearance granted for colo-rectal
                cancer

            


    

    


    Except
      for the changes made above, all of the other terms and conditions in the
      Agreement between the parties shall remain in effect.

    


    


    
      	Neoprobe	 	The
              Regents of 
	 	 	 	The
              University of California
	 	 	 	 	 
	By:	
              /s/
                Dave Bupp

            	 	By: 	
              /s/
                Alan S. Paau

            
	 	
            	 	 	 
	 	
              Name:
                Dave Bupp

            	 	 	
              Name:Alan
                S. Paau, Ph.D., MBA

            
	 	
              Title:
                President

            	 	 	
              Title:
                Assistant Vice Chancellor Technology Transfer & Intellectual Property
                Services

            
	 	 	 	 	 
	 	
              Date:
                May
                27, 2003

            	 	 	
              Date:
                May
                22, 2003

            


    

    


    


    
      
         

      

      
        2

        
          

        

      

      
        Back
          to Table of Contents

      

    

    
      
        
          

        

      

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

              


      




    AMENDMENT
      NO. 2 TO THE

    LICENSE
      AGREEMENT CONTROL NO. 2002-03-0237

    INVENTION
      CASE NO. SD1998-088

    TITLED
      “MACROMOLECULAR DRUG CARRIER FOR DRUG AND DIAGNOSTIC AGENT
      DELIVERY”

    BETWEEN
      NEOPROBE, INC. AND

    THE
      REGENTS OF THE UNIVERSITY OF CALIFORNIA 

    EFFECTIVE
      JANUARY 30, 2002 

     

    The
      parties to the License Agreement ("Agreement") cited above wish to amend such
      Agreement, effective as of the date of the last signature below ("Effective
      Date") to include certain corrections and modifications. These changes are
      to be
      substituted for those relevant paragraphs in the Agreement and are effective
      on
      Effective Date. For these purposes, changes are made as detailed below to the
      following Articles:

    


    CHANGES
      ARTICLE 3. CONSIDERATIONS

     

    CHANGE
      3.1(C)
milestone
      payments
      in the
      amounts payable according to the following events:

    


    
      	
               

            	Amount	 	
              Date
                or Event

            
	
              (1)

            	
              $[*]

            	 	
              The
                first successful regulatory clearance, to be substituted for the
                appropriate milestone payment listed below in (14)-(25)

            
	
              (2)

            	
              $[*]

            	 	
              commencement
                of phase 2 trial for melanoma

            
	
              (3)

            	
              $[*]

            	 	
              commencement
                of phase 2 trial for breast cancer

            
	
              (4)

            	
              $[*]

            	 	
              earlier
                of commencement of phase 2 trial for colo-rectal cancer or regulatory
                approval allowing sales of Licensed Product for colo-rectal
                cancer

            
	
              (5)

            	
              $[*]

            	 	
              earlier
                of commencement of phase 2 trial for stomach cancer or regulatory
                approval
                allowing sales of Licensed Product for stomach cancer

            
	
              (6)

            	
              $[*]

            	 	
              earlier
                of commencement of phase 2 trial for cervical cancer or regulatory
                approval allowing sales of Licensed Product for cervical
                cancer

            
	
              (7)

            	
              $[*]

            	 	
              earlier
                of commencement of phase 2 trial for any cancer that is not melanoma,
                breast, colo-rectal, stomach, or cervical or regulatory approval
                allowing
                sales of Licensed Product for cancer other than melanoma, breast,
                colo-rectal, stomach, or cervical

            
	
              (8)

            	
              $[*]

            	 	
              completion
                of phase 3 trial for melanoma

            
	
              (9)

            	
              $[*]

            	 	
              completion
                of phase 3 trial for breast cancer

            
	
              (10)

            	
              $[*]

            	 	
              earlier
                of completion of phase 3 trial for colo-rectal cancer or regulatory
                approval allowing sales of Licensed Product for colo-rectal
                cancer

            
	
              (11)

            	
              $[*]

            	 	
              earlier
                of completion of phase 3 trial for stomach cancer cancer or regulatory
                approval allowing sales of Licensed Product for stomach
                cancer

            
	
              (12)

            	
              $[*]

            	 	
              earlier
                of completion of phase 3 trial for cervical cancer cancer or regulatory
                approval allowing sales of Licensed Product for cervical
                cancer

            


    

    
      	
              (13)

            	
              $[*]

            	 	
              earlier
                of completion of phase 3 trial for any cancer that is not melanoma,
                breast, colo-rectal, stomach, or cervical, or regulatory approval
                allowing
                sales of Licensed Product for cancer other than melanoma, breast,
                colo-rectal, stomach, or cervical

            
	
              (14)

            	
              $[*]

            	 	
              US
                regulatory clearance granted allowing sales of Licensed Product for
                use in
                melanoma

            
	
              (15)

            	
              $[*]

            	 	
              US
                regulatory clearance granted allowing sales of Licensed Product for
                use in
                breast cancer

            
	
              (16)

            	
              $[*]

            	 	
              US
                regulatory clearance granted allowing sales of Licensed Product for
                use in
                colo-rectal cancer

            
	
              (17)

            	
              $[*]

            	 	
              US
                regulatory clearance granted allowing sales of Licensed Product for
                use in
                stomach cancer

            
	
              (18)

            	
              $[*]

            	 	
              US
                regulatory clearance granted allowing sales of Licensed Product for
                use in
                cervical cancer

            
	
              (19)

            	
              $[*]

            	 	
              US
                regulatory clearance granted for any cancer that is not melanoma,
                breast,
                colo-rectal, stomach, or cervical cancer;

            
	
              Or

            	 	 	 
	 	
              $[*]

            	 	
              US
                regulatory clearance granted for use that is independent of cancer
                indication

            
	
              (20)

            	
              $[*]

            	 	
              Regulatory
                clearance allowing sales of Licensed Product in any EPO Member States
                or
                Japan for melanoma

            
	
              (21)

            	
              $[*]

            	 	
              Regulatory
                clearance allowing sales of Licensed Product in any EPO Member States
                or
                Japan for breast cancer

            
	
              (22)

            	
              $[*]

            	 	
              Regulatory
                clearance allowing sales of Licensed Product in any EPO Member States
                or
                Japan for colo-rectal cancer

            
	
              (23)

            	
              $[*]

            	 	
              Regulatory
                clearance allowing sales of Licensed Product in any EPO Member States
                or
                Japan for stomach cancer

            
	
              (24)

            	
              $[*]

            	 	
              Regulatory
                clearance allowing sales of Licensed Product in any EPO Member State
                or
                Japan for cervical cancer

            
	
              (25)

            	
              $[*]

            	 	
              Regulatory
                clearance allowing sales of Licensed Product in any EPO Member States
                or
                Japan for any cancer that is not melanoma, breast, colo-rectal, stomach,
                or cervical cancer

            


    

    


    CHANGE
      3.3(a)
      5. Diligently
      perform clinical testing in accordance to the following schedule:

     

    
      	 	Date
              and event
	
              (x)

            	
              By
                [*], commencement of phase 2 trial for melanoma

            
	
              (xi)

            	
              By
                [*], commencement of phase 2 trial for breast cancer

            
	
              (xii)

            	
              By
                [*], completion of phase 3 trial for melanoma

            
	
              (xiii)

            	
              By
                [*], completion of phase 3 trial for breast cancer

            
	
              (xiv)

            	
              By
                [*], US regulatory clearance granted allowing sales of Licensed Product
                for use in melanoma

            
	
              (xv)

            	
              By
                [*], US regulatory clearance granted allowing sales of Licensed Product
                for use in breast cancer

            
	
              (xvi)

            	
              By
                [*], US regulatory clearance granted allowing sales of Licensed Product
                for use in colo-rectal cancer

            
	 	 


    

     

    
      
         

      

      
        1

        
          

        

      

      
        Back
          to Table of Contents

      

    


    As
      consideration for the amendment provided herein, and in addition to the
      consideration paid or payable under the Agreement, Licensee shall pay to
      University an amendment fee of Five Thousand Dollars ($5000) within 30 days
      after execution of this amendment. The parties agree that this Agreement may
      be
      executed by facsimile and in two (2) or more counterparts, each of which shall
      be deemed an original and all of which together shall constitute but one and
      the
      same instrument.

    


    Except
      for the changes made above, all of the other terms and conditions in the
      Agreement between the parties shall remain in effect.

    


    


    
      	Neoprobe	 	The
              Regents of 
	 	 	 	The
              University of California
	 	 	 	 	 
	By:	
              /s/
                Dave Bupp

            	 	By:	
              /s/
                Alan S. Paau

            
	 	 	 	 	 
	 	
              Name:
                Dave Bupp

            	 	 	
              Name:
                Alan S. Paau, Ph.D., MBA

            
	 	
              Title:
                President

            	 	 	
              Title:
                Assistant Vice Chancellor Technology Transfer & Intellectual Property
                Services

            
	 	 	 	 	 
	 	
              Date:
                February 1, 2006

            	 	 	
              Date:
                January 27, 2006

            


    

     

     

    
      
         

      

      2