CONFIDENTIAL
        TREATMENT REQUESTED: Certain portions of this document have been omitted
        pursuant to a request for confidential treatment and, where applicable, have
        been marked with an asterisk [****] ”)
        to
        denote where omissions have been made. Note that one page of this exhibit
        contains omitted material pursuant to this request. The confidential material
        has been filed separately with the Securities and Exchange
        Commission.




**AMENDED
      AND RESTATED LICENSE AGREEMENT**




THIS AMENDED
      AND RESTATED LICENSE AGREEMENT (the
“Agreement”) dated the 13th day of November, 2006 (the “Effective Date”), is
      made by and between Kyosei Pharmaceutical Co., Ltd. (“KYOSEI”), a Japanese
      corporation having its principal place of business at 1-25-18 Okusawa, Otaru,
      Hokkaido, 047-0013, Japan and IMCOR Pharmaceutical Co. (“IMCOR”), a Nevada
      corporation having its principal place of business at P.O. Box 2389, La Jolla,
      California 92037, United States of America. (collectively the “Parties” and each
      the “Party”)




R
      E C I T
      A L S




WHEREAS ,
      IMCOR
      owns assets and intellectual property related to *Imagent®* (perflexane lipid microspheres);




WHEREAS ,
      KYOSEI
      and IMCOR are parties to a License Agreement dated December 16, 2003 (the
“Original License Agreement”) pursuant to which, among other things, IMCOR
      licensed certain intellectual property related to *Imagent* to
      KYOSEI and IMCOR agreed to enter into a supply agreement to manufacture and
      supply *Imagent* to
      KYOSEI, in each case for use only in the Territory;




WHEREAS ,
      IMCOR
      is not in a position at this time to manufacture and supply *Imagent* for
      KYOSEI;




WHEREAS ,
      the
      Parties have engaged in discussions regarding how to restructure their
      relationship and now desire to amend the Original License Agreement to transfer
      certain patens and trademark and to grant KYOSEI certain rights to exercise
      in
      the Territory and to restate their new agreement so that the terms of this
      Amended and Restated License Agreement constitute the Parties’ exclusive
      agreement concerning the subject hereof, making the rights and obligations
      under
      the Original License Agreement replaced by those under this Amended and Restated
      License Agreement;




NOW,
      THEREFORE ,
      in
      consideration of the promises and covenants contained herein and intending
      to be
      legally bound hereby, the Parties agree as follows:




1.
            Definitions.




“Affiliate”
      of an entity means a person or other Entity that controls, is controlled by
      or
      is under common control with such Entity, whether by stock ownership or
      otherwise.


“Confidential
      Information” means and includes all Technical Information, inventions, trade
      secrets, developments, discoveries, software, know-how, methods, techniques,
      formulae, data, processes and other proprietary ideas, whether or not patentable
      or copyrightable, that a Party identifies as confidential or proprietary at
      the
      time it is delivered or communicated to the other Party or that is not generally
      known to the public or in the industry.




1


“Entity”
      means a corporation, an association, a joint venture, a partnership, a trust,
      a
      business, an individual, a government or political subdivision thereof,
      including an agency, or any other organization, which can exercise independent
      legal standing.




“Effective
      Date” means the date of signature of the Agreement.




“Field
      of
      Use” means echocardiology and ultrasound radiology.




“ *Imagent* ”
means
      perflexane lipid microspheres used as a contrast agent in conjunction with
      ultrasound, and detailed in U.S. Food and Drug Administration NDA
      #21-191.




“IMCOR
      Proprietary Rights” means any and all rights, licenses or interests that IMCOR
      has in any technology or intellectual property other than the Patents that
      are
      necessary for the manufacture, sale and distribution of Products in
      Japan.




“Patents”
      means the following Japanese patents and patent applications, all of which
      are
      owned by IMCOR:




Issued
                Patents (all of which are owned by IMCOR):STABILIZED
                MICROBUBBLE COMPOSITIONS FOR ULTRASOUND
            3559849
            Issued
                6/4/2004


Pending
                Patents (all application of which are made under the name of
                IMCOR):STABILIZED
                GAS EMULSION CONTAINING PHOSPHOLIPID FOR ULTRASOUND CONTRAST
                ENHANCEMENT
            526274
            Filed
                2/15/1996 and published 9/29/2005 2005-263804STABILIZED
                GAS EMULSION CONTAINING PHOSPHOLIPID FOR ULTRASOUND CONTRAST
                ENHANCEMENT
            2005-77072
            Filed
                03/17/2005HARMONIC
                ULTRASOUND IMAGING WITH MICROBUBBLES
            511948/1996
            Filed
                9/26/1995HARMONIC
                ULTRASOUND IMAGING WITH MICROBUBBLES
            2005-143292
            Filed
                5/16/2005GAS
                EMULSIONS STABILIZED WITH FLUORINATED ETHERS HAVING LOW OSTWALD
                COEFFICIENTS
            501477/1997
            Filed
                6/5/1996




“Products”
      mean *Imagent* and any
      products, components or kits with which it may be packaged and **** sold
      which practice any claim in any Patent or a claim in a patent for an improvement
      to the Patents.




“Technical
      Information” means research and development information, unpatented inventions,
      know-how, trade secrets, manufacturing and technical data related to the
      Products in the possession of IMCOR on the Effective Date of this
      Agreement.




2


“Territory”
      means the country of Japan.




“Trademark”
      means the Japanese Trademark for IMAGENT PERFLEXANE LIPID MICROSPHERES and
      DESIGN, 4691709 filed 12/17/2002 and the goodwill of the Japanese business
      associated therewith, as owned by IMCOR.




2.
            Transfer
                of Patents and Trademark and License of Rights and
                Information.




A.  In
      lieu
      of the license contemplated under the Original License Agreement, IMCOR shall
      sell, assign, and transfer to KYOSEI all of IMCOR’s right, title and interest in
      and to a) the Patents, and b) the Trademark. IMCOR shall deliver to KYOSEI
      all
      of executed documents necessary to the transfer of the Patents and the
      Trademark. IMCOR
      grants to KYOSEI for an indefinite term, whether or not this Agreement is
      terminated, an exclusive right and license in the Field of Use to use the
      Technical Information, IMCOR’s Proprietary Rights within the Territory solely
      for the purposes set forth under Section 5.A. IMCOR specifically agrees that
      it
      shall provide KYOSEI with copies of the documents related to the Technical
      Information and IMCOR’s Proprietary Rights IMCOR used in connection with the
      manufacture of *Imagent.* IMCOR
      shall give KYOSEI the absolute right in the Territory, no where else. The
      materials to be provided by IMCOR to KYOSEI shall include all regulatory,
      manufacturing, quality, and stability documentation necessary to manufacture *Imagent* and to
      register the Products with the Japanese authorities.




B.  KYOSEI
      shall not, by operation of this Agreement or otherwise, acquire any right,
      title
      or interest in or to any patent, patent application or other patent rights,
      any
      trademark, any Technical Information or any other item of intellectual property
      or rights of IMCOR other than as expressly set forth in this Agreement. Without
      limiting the foregoing, KYOSEI shall not acquire rights to manufacture, sell
      or
      distribute Products outside of the Territory. Except as expressly provide
      herein, i) KYOSEI will not infringe any of trademark of “ *Imagent* ”
or
      the
      name or any similar mark or name owned by IMCOR or third party, and ii) KYOSEI
      has no right or license with respect to any of trademark of “ *Imagent* ”
or
      the
      name or any similar mark or name owned by IMCOR or third party except for the
      Trademark.




3.
            Payments.




A.  In
      lieu
      of all and any license fees, milestones and royalties contemplated under the
      Original License Agreement and in consideration of the transfer of Patents
      and
      the Trademark and the license of the Technical Information and IMCOR’s
      Proprietary Rights, KYOSEI shall pay the sum of U.S. $1,300,000 Dollars
      according to the following schedule:




$800,000
      within ten (10) business days after the date of this Agreement, or on such
      later
      date as mutually agreed by the Parties, and;




$500,000
      within five (5) business days after KYOSEI confirms in writing that KYOSEI
      has
      received all the documents necessary and appropriate for the transfer of the
      Patents and the Trademark.




3


[****] Represents
        material which has been redacted pursuant to a request for confidential
        treatment pursuant to Rule 24B-2 under the Securities Exchange Act of 1934,
        as
        amended. The confidential materials have been filed separately with the
        SEC.
  B .  The
      first
      payment of $800,000 shall be made to the following bank account under the name
      of Grippo & Elden LLC, which is authorized to receive the first
      payment.




Bank:
            JP
                Morgan Chase


120
                S. LaSalle St


Chicago,
                IL 60603


Name
      on
      Account: Grippo & Elden LLC


ABA
      Routing No: 021000021


Account
      No.: 18042465




The
      second payment of $500,000 shall be made to the following bank
      account.




Bank:  [ **** ]


Name
      of
      Account: [ **** ]


ABA
      Routing Number: [ **** ]


Money
      Market Account Number: [ **** ]




C.  The
      payment to be made by KYOSEI under this Section shall be after deduction of
      withholding tax payable, and KYOSEI shall provide the IMCOR with the
      corresponding tax receipts and/or certificates evidencing payments
      thereof.  However, if IMCOR provides KYOSEI with all of necessary documents
      for an application for relief from Japanese income tax on the payment under
      this
      Agreement and KYOSEI confirms that competent tax authority has duly relieved
      KYOSEI from any obligations to deduct the withholding tax from payment to IMCOR
      under this Agreement, Kyosei shall not deduct the withholding tax and pay IMCOR
      in full.




4.  Technical
      Support




A.  For
      the
      period of one (1) year after the Effective Date, at KYOSEI’s written request,
      IMCOR shall make its commercially reasonable efforts to assist KYOSEI in
      identifying, locating and/or retaining persons and entities that can assist
      KYOSEI in developing, manufacturing and registering *Imagent* in the
      Territory. KYOSEI shall be free to engage its own third parties at no obligation
      to IMCOR.




B.  IMCOR
      and
      KYOSEI shall cooperate with each other in all reasonable respects, including
      with scheduling and by engaging and paying the service provider
      directly.




C.  KYOSEI
      shall grant back to IMCOR a worldwide (except for Japan), royalty-free,
      exclusive, perpetual, sub-licensable license to fully exploit any modifications
      or improvements made by or for KYOSEI to the Products or for processes and
      manufacturing techniques for producing the Products. The foregoing shall
      include, without limitation, (i) any patent covering an invention, the
      manufacture, use or sale of which would be covered by or within the scope of
      a
      claim of a patent licensed to KYOSEI hereunder and (ii) any patent that (alone
      or together with others) is based on or tends to define, describe, surround
      or
      improve any part of the Technical Information or any invention claimed in a
      Patent and
      KYOSEI shall not, except within the Territory, license to third parties the
      modifications or improvements derived from or based on any of the Technical
      Information.




4


5.  Clinical
      Development, Manufacturing and Distribution




A.  KYOSEI
      shall have the right (but not the obligation) in its sole discretion and without
      objection from IMCOR, to develop, manufacture, market, sell and distribute
      Products and use the Trademarks and Patents solely in the Territory, and to
      take
      all actions reasonably related thereto. KYOSEI will be in compliance with the
      appropriate laws and regulations.




B .  KYOSEI
      shall distribute the Products only in the Territory in the Field of Use, and
      shall not distribute the Products to any third party who KYOSEI actually knows
      will distribute the Product outside of the Territory.




C.  If
      IMCOR
      establishes or has a contractual manufacturing arrangement with a facility
      in
      the United States that is capable of manufacturing *Imagent* after
      the date of this Agreement, IMCOR shall notify KYOSEI, and KYOSEI shall have
      the
      right for a period of six (6) months after receipt of such notice to negotiate
      for mutually acceptable terms for IMCOR to perform manufacturing of *Imagent* or
      components for KYOSEI. Other than an agreement covering such future
      manufacturing services, IMCOR shall not be responsible for any manufacturing
      activities and the parties are not obligated to negotiate a manufacturing and
      supply agreement as
      contemplated in the Original License Agreement .




D.  Each
      Party shall make its reasonable commercial efforts to notify the other Party
      of
      Serious Adverse Events. “Serious Adverse Event” under this Section means the
      serious adverse events which are defined by the International Conference on
      Harmonization.




6.  Marketing
      and Sales .




KYOSEI
      shall make its best effort to sell and market the Products in the Territory
      in
      case that KYOSEI determines at its sole discretion to develop, manufacture,
      and
      distribute the Products in the Territory. The parties are not obligated to
      negotiate a separate marketing or sales agreement as contemplated in the
      Original License Agreement




7.  Currency,
      Way of Payment .




All
      payments to IMCOR or KYOSEI under this Agreement shall be made in United States
      dollars by wire transfer.




8.  Confidentiality .




A.  The
      parties agree to maintain in confidence, not to disclose to any third party
      and
      not to use for any purpose other than to fulfill obligations under this
      Agreement, any Confidential Information of the other Party received pursuant
      to
      this Agreement, except in case KYOSEI disclose the Confidential Information
      to
      the Affiliates of KYOSEI as far as such Affiliates are obligated to the same
      extent with KYOSEI under this Section. Each Party agrees to ensure that its
      employees and consultants have access to Confidential Information only on a
      need-to-know basis and are obligated in writing to abide by the obligations
      hereunder. The foregoing obligation shall not apply to:




5


(i)  Information
      that is known to or independently developed by the receiving party prior to
      the
      time of disclosure, in each case, to the extent evidenced by written records
      promptly disclosed to the disclosing party upon receipt of the confidential
      information;




(ii)  Information
      disclosed to the receiving party by a third party that has a right to make
      such
      disclosure;




(iii)  Information
      that becomes patented, published or otherwise part of the public domain as
      a
      result of acts by the disclosing party or a third person obtaining such
      information as a matter of right; or




(iv)  Information
      that is required to be disclosed by order of a governmental authority or a
      court
      of competent jurisdiction; provided that the disclosing party shall use its
      best
      efforts to obtain confidential treatment of such information by the agency
      or
      court.




B.  The
      placement of a copyright notice on any confidential information shall not be
      construed to mean that such information has been published and will not release
      either Party from its obligation of confidence hereunder.




C.  The
      obligations set forth under this Section shall be effective until the
      Confidential Information becomes publicly known.




9.  Patent
      Maintenance .




Each
      Party shall
      notify the other Party of any infringement claims related to or involving the
      Patents or Trademark. Each Party shall use reasonable commercial efforts to
      provide information to the other Party in connection with any infringement
      dispute.




10 .  Representations
      and Disclaimer of Warranty .




A.  IMCOR
      represents and warrants to KYOSEI that:




(a)  as
      the
      date of this Amendment, it is duly incorporated and validly existing under
      the
      laws of the State of Nevada;




(b)  the
      execution of this Agreement by IMCOR and performance of its obligations in
      this
      Agreement have been duly authorized by IMCOR’s Board of Directors;




6


(c)  no
      registration, approvals or consents are required by any person, including
      governmental authorization in terms of the execution and performance of this
      Agreement by IMCOR;




(d)  no
      pending liquidation or bankruptcy proceeding have been initiated for or against
      IMCOR, and there is no such threat to the best knowledge of IMCOR’s Chairman of
      the Board or Chief Operating Officer IMCOR at the time of the signature of
      this
      Agreement;




(e)  no
      litigation or other procedures which has adverse impact on this Agreement is
      pending, and there is no such threat;




(f)  the
      execution and performance by IMCOR of its obligations hereunder do not, to
      IMCOR’s knowledge, violate any law applicable to IMCOR or any contract to which
      IMCOR is a party;




(g)  the
      Patents and Trademark listed in this Agreement are all of the patents and
      trademarks issued in Japan that IMCOR owns with respect to Imagent;




(h)  IMCOR
      is
      a lawful owner of the Patents and Trademark;




(i)  use
      of
      the Technical Information and development, manufacture, and distribution of
      the
      Products by KYOSEI in the Territory does not infringe any third party’s right to
      the best knowledge of IMCOR’s Chairman of the Board or Chief Operating Officer
      IMCOR at the time of the signature of this Agreement;




(j)  there
      are
      no patent, design patent, utility model patent, copyright, and trademarks,
      to
      the knowledge of IMCOR, which is owned by third party and is reasonably
      necessary to development, manufacture and distribution of the Products to the
      best knowledge of IMCOR’s Chairman of the Board or Chief Operating Officer at
      the time of the signature of this Agreement;




(k)  the
      Patents and the Trademark are described correctly in this Agreement.




Except
      as
      set forth above, the Patents and Trademark sold under this Agreement are
      provided on an “as is” basis and IMCOR makes no representations or warranties,
      express or implied, with respect thereto.




THIS
      REPRESENTATION AND WARRANTY IS IN LIEU OF ALL OTHER REPRESENTATIONS, WARRANTIES,
      EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION THE IMPLIED
      WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR
      PURPOSE AND ANY IMPLIED WARRANTIES ARISING OUT OF A COURSE OF DEALING, CUSTOM
      OR
      TRADE USAGE.B.




B.  KYOSEI
      shall notify IMCOR of any claim made against KYOSEI relating to the Products
      in the Territory and shall promptly furnish IMCOR with copies of all documents
      filed and held by KYOSEI in connection with such proceeding or claim when such
      proceeding or claim is initiated.




7


C.  In
      no
      event shall either Party be liable to the other, or to any person or Entity
      claiming through, on behalf or against either Party, for consequential,
      incidental or indirect damages (including without limitation, lost profits,
      revenues, anticipated sales, business opportunities, goodwill or interruption
      of
      business), or punitive or exemplary damages, whether in tort or contract or
      pursuant to statute, regulation or otherwise. Each Party agrees it is not
      responsible for any amounts the other Party may spend in the performance of
      this
      Agreement unless otherwise provided in this Agreement.




11 .  Indemnification.




A.  Each
      Party (an “Indemnifying Party”) agrees to defend, indemnify and hold harmless
      the other Party and its respective directors, trustees, officers, agents and
      employees (individually, an “Indemnified Party” and collectively, the
“Indemnified Parties”), from and against any and all claims for liability, loss,
      damage, action or expense suffered or incurred by the Indemnified Parties
      (including reasonable attorney’s fees and expenses), which results from or
      arises out of:




(i)  claims
      for product liability, an serious adverse effect due to adulterated Product,
      or
      other claim of any kind related to the use by a third party of a Product that
      was manufactured, sold or otherwise disposed by or on behalf of an Indemnifying
      Party, its assignees, sublicensees, vendors or other third parties;




(ii)  claims
      resulting from clinical trials or studies conducted by or on behalf of an
      Indemnifying Party relating to Products, Technical Information, or any
      technology transferred under this Agreement; or




(iii)  breach
      of
      the Indemnifying Party’s representations, warranties or covenants in this
      Agreement.




B.  Each
      Indemnifying Party’s obligations under this Section 11 are subject to the
      limitation on damages set forth in Section 10.C. of this Agreement. An
      Indemnified Party entitled to indemnification shall give written notice to
      the
      Indemnifying Party of any claims that may be subject to indemnification,
      promptly after learning of such claim, and the Indemnifying Party shall assume
      the defense of such claims with counsel reasonably satisfactory to the
      Indemnified Party. If such defense is assumed by the Indemnifying Party with
      counsel so selected, the Indemnifying Party will not be subject to any liability
      for any settlement of such claims made by the Indemnified Party without its
      consent (but such consent will not be unreasonably withheld or delayed), and
      will not be obligated to pay the fees and expense of any separate counsel named
      by the Indemnified Party with respect to such claims.




12 .  Independent
      Contractor .




Nothing
      herein shall be deemed to establish a relationship of principal and agent
      between IMCOR and KYOSEI, nor any of their agents or employees for any purpose
      whatsoever. This Agreement shall not be construed as constituting IMCOR and
      KYOSEI as partners, or as creating any other form of legal association or
      arrangement, which would impose liability upon one Party for the act or failure
      to act of the other Party.




8


13.  Additional
      Provisions .




A.  Notices,
      payments, statements, reports and other communications under this Agreement
      shall be in writing and shall be deemed to have been received as of the date
      dispatched if sent by public overnight courier (e.g. Federal Express) and
      addressed as follows:




If
      for
      KYOSEI:




1-25-18,
      Okusawa, Otaru


Hokkaido,
      047—0013, Japan


Attention:
      President




If
      for
      IMCOR:




Chairman
      of the Board


IMCOR
      Pharmaceutical Co.


Grippo
      & Elden LLC111 South Wacker Drive


Suite
      5100


Chicago,
      IL 60606 USA


Attention:
      Matthew I. Hafter




Either
      Party may change its official address upon written notice to the other
      Party




B .  This
      Agreement shall be
      construed and governed in accordance with the laws of Japan and subject to
      exclusive jurisdiction of the courts of Japan; *provided however* ,
      that in
      the event that KYOSEI engages in any activities outside the Territory that
      IMCOR
      believes infringe on IMCOR proprietary rights outside of the Territory, IMCOR
      shall be entitled to pursue legal recourse in any court having jurisdiction
      over
      the alleged violation of IMCOR rights outside the Territory.




C.  In
      the
      event that a Party to this Agreement perceives the existence of a dispute with
      the other Party concerning any right or duty provided for herein, the Parties
      shall, as soon as practicable, confer in an attempt to resolve the dispute.
      If
      such dispute is not resolved in thirty (30) days, either Party may proceed
      to
      litigation.




D.  Any
      modification of this Agreement shall be in writing and signed by an authorized
      representative of each Party. A waiver by either Party of a breach or violation
      of any provision of this Agreement shall be in writing and will not constitute
      or be construed as a waiver of any subsequent breach or violation of that
      provision or as a waiver of any breach or violation of any other provision
      of
      this Agreement.




E.  Any
      of
      the provisions of this Agreement which are determined to be invalid or
      unenforceable in any jurisdiction shall be ineffective to the extent of such
      invalidity or unenforceability in such jurisdiction, without rendering invalid
      or unenforceable the remaining provisions hereof or affecting the validity
      or
      unenforceability of any of the terms of this Agreement in any other
      jurisdiction. In such event, the Parties will negotiate to modify the provision
      to one that is valid and enforceable and most closely achieves their
      intent.




9


F.  Nothing
      in this Agreement, express or implied, is intended to confer on any person
      other
      than the Parties or their permitted assigns, any benefits, rights or
      remedies.




G.  This
      Agreement has been prepared in the English language and shall be construed
      in
      the English language.




H.  Immediately
      following the execution of this Agreement each Party shall, if required by
      applicable laws, submit this Agreement and any other necessary documents to
      all
      authorities of their respective government authorities whose approval may be
      necessary to tender this Agreement effective and enforceable in accordance
      with
      its terms.




I  The
      rights and obligations of the Parties under this Agreement may be assigned
      or
      transferred, provided that the Party which transfers such rights or obligations
      shall inform the other Party in writing within fifteen (15) days of the
      assignment or transfer. ** IMCOR
      shall not enter into any merger
      or any transaction
      involving the sale of all
      or substantially all of its assets (including *Imagent* )
      unless
      the surviving entity to such merger, or the acquirer of IMCOR’s assets, agrees
      in writing to assume all of the obligations of IMCOR to KYOSEI in this
      Agreement.




J.  Headings
      and captions are for convenience only and are not to be used in the
      interpretation of this Agreement.




K.  This
      Agreement contains the entire agreement of the Parties concerning the subject
      matter hereof and supersedes all proposals, oral or written, all negotiations,
      conversations, or discussions between or among the Parties relating to the
      subject matter of this Agreement and all past dealing or industry custom. In
      particular, this Agreement (the Amended and Restated License Agreement)
      supersedes and replaces the Original License Agreement in its entirety and
      neither Party shall have any further rights, claims or obligations under the
      Original License Agreement.




L.  Neither
      Party hereto shall be responsible for any failure to perform its obligations
      under this Agreement if such failure is caused by acts of God, war, strikes,
      revolutions, lack or failure of transportation facilities, laws or governmental
      regulations or other causes that are beyond the reasonable control of such
      Party. Obligations hereunder, however, shall in no event be excused but shall
      be
      suspended only until the cessation of any cause of such failure. In the event
      that such force majeure should obstruct performance of this Agreement for more
      than six (6) months, the Parties hereto shall consult with each other to
      determine whether this Agreement should be modified. The Party facing an event
      of force majeure shall use its best reasonable endeavors in order to remedy
      that
      situation as well as to minimize its effects. A case of force majeure shall
      be
      notified to the other Party by telefax within five (5) days after its occurrence
      and shall be confirmed by a letter.




10


M.  Each
      Party shall comply with all applicable export laws, restrictions, and
      regulations of the United States and Japan or any authority thereunder and
      will
      not export or re-export, any product, technology or information it obtains
      or
      learns pursuant to this Agreement (or any direct product thereof) in violation
      of any such laws, restrictions or regulations.






[Signature
      page follows]





11


IN
      WITNESS WHEREOF the
      Parties, intending to be legally bound, have caused this Agreement to be
      executed by their duly authorized representatives.




IMCORPharmaceuticalCO.
              
              
              
              By:
                /s/ Jack
                DeFranco
              Name:
                Jack DeFranco
              Title:
                Principal Executive Officer
            Kyosei
                Pharmaceutical Co., Ltd.
              
              
              
              By:
                /s/ Setsuo
                Goda
              Name:
                Setsuo Goda
              Title:
                President





12