##### 



Exhibit 4.13
 
 EXCLUSIVE
LICENSE AGREEMENT
 Agreement Effective Date MacroMed Diatos Parties, Party.
 BACKGROUND
 Product
     ARTICLE 1
DEFINITIONS
  Affiliate
 1




---



##### 



Asia
 Clinical Trial
 Commercially Reasonable Efforts
 Confidential Information CDA
 Control Controlled
 Data
 2




---



##### 



Diatos Territory
 Europe
 Field
 First Commercial Sale
 Force Majeure
 Licensed Patents
 3




---



##### 



Licensed Know-how
 Licensed Technology
 Licensed Marks .
 MacroMed Territory
 Major European Country
 MAA
 Manufacturing Patents Manufacturing Know-how Manufacturing
Technology
 Marketing Approval
 Net Sales
 4




---



##### 



Product Existing Product
 Phase IIa Trial
 Phase IIb Trial
 Phase III Pivotal Trial
 Region
 Regulatory Authority
 ROW
 Royalty Term
 * confidential treatment requested 5




---



##### 



Second Generation Product Formulated Taxoid
 Mechanism for Notification and Inclusion
 Sublicensee
 Sublicense Fees
 * confidential treatment requested 6




---



##### 



Sublicense Royalties
 Taxoid
 Territory
 Third Party
 Valid Claim
 ARTICLE 2
LICENSE
 7




---



##### 



Grant
 Exclusivity
 Clinical Trials.
 No Sales outside its Respective Territory
 Sublicenses .
 8




---



##### 



Diligence
 Europe Release Date
 Japan
 Sublicenses
 Responsibility for Development and Commercialization
 * confidential treatment requested 9




---



##### 



Abandonment of countries in each Partys Territory Abandoning
Party Negotiation Period Abandoned Market
 ARTICLE 3
COLLABORATlON
 Collaboration Committee Collaboration Committee CC
 10




---



##### 



Meetings
 Reports.
 Advisory Nature. CC
 Escalation Concerned Party Acting Party
 Sublicense Activities
 11




---



##### 



Sharing of Data.
 Technology Transfer.
 Assistance.
 Updates.
 Adverse Event Reporting.
 12




---



##### 



ARTICLE 4
LICENSE FEES AND MILESTONES
 License Fee.
 European Milestones.
 *.
   *.
 *.
 * confidential treatment requested 13




---



##### 



*.
 *.
 *.
 *.
 *.
 *.
 * confidential treatment requested 14




---



##### 



Certain Conditions.
 Aggregate Total.
 Sublicensees
 Payment of Catch-up Milestones
 Timing of Clinical Milestones Clinical Milestone Payments
 Serial Achievement.
  * confidential treatment requested 15




---



##### 



Timing of Catch-up Milestones. i.e.
 Interest
 Single
Event.
 *.
 *.
 *.
 * confidential treatment requested 16




---



##### 



*
 *.
 *.
 *
 *.
 *.
 * confidential treatment requested 17




---



##### 



*.
 Certain Conditions.
 *.
 *.
 *.
 *.
 *.
 *.
 *.
 *.
 *.
 * confidential treatment requested 18




---



##### 



*.
 Certain Conditions.
 Sublicensees. Sublicense Fee Share e.g.
 Diatos Milestone Payments.
 Total Deemed Milestones.
 Excess Sublicense Fee Share
 Shortfall in Sublicense Fee Share.
 * confidential treatment requested 19




---



##### 



ARTICLE 5
ROYALTIES
 Net Sales of Diatos and its Affiliates. Annual Net
Sales Royalty Year
 ROYALTYNET SALES
    
    PERCENTAGEWith
respect to that portion of Annual Net Sales of such Product,
equal to or less than US $* Dollars (US $*)
    
    
    *
    %With respect
to that portion of Annual Net Sales of such Product,
greater than US $* Dollars(US $*) and less than or
equal to US $* Dollars (US $*)
    
    
    *
    %With respect
to that portion of Annual Net Sales of such Product,
greater than US $* Dollars (US $*)
    
    
    *
    %
 Adjustments to Royalties
 No Exclusivity.
 * confidential treatment requested 20




---



##### 



Royalty Band
 Third Party Royalties.
 Third
Party IP Third Party
Payments
  .e.
  Combination Products.
 * confidential treatment requested 21




---



##### 



Net Sales by Sublicensees. Sublicense Royalty Share
 Diatos Royalty Payments
 Deemed High-End Royalties (i.e.
 Deemed Low-End Royalties i.e.
 Excess Sublicense Royalty Share.
 Shortfall in Sublicense Royalty Share.
 * confidential treatment requested 22




---



##### 



Single Royalty.
 Reports.
 Records.
 U.S. Dollars; Payment Method; Currency Conversion The Wall Street Journal
 Withholding Taxes.
 23




---



##### 



The Wall Street Journal
 ARTICLE 6
 MANUFACTURE AND SUPPLY OF THE EXISTING PRODUCT
  ARTICLE 7
 INTELLECTUAL PROPERTY
 Ownership of Inventions. (i.e. (i.e.
 Prosecution. Prosecution
 24




---



##### 



)
 Enforcement Subject Infringements Litigation Agreement
 Right to Enforce Enforcement Action
 * confidential treatment requested 25




---



##### 



Decision Not to Enforce
 Cooperation.
 Allocation of Recoveries.
 Defense of Third Party Infringement Claims (i.e.
 Patent Marking.
 Licensed Marks.
 * confidential treatment requested 26




---



##### 



Grant-back. Improvements
 ARTICLE 8
CONFIDENTIALITY
 Confidential Information
 Terms of this Agreement.
 27




---



##### 



Press Release.
 Publications.
 Residual Know-how.
 ARTICLE 9
 REPRESENTATIONS AND WARRANTIES
 General Warranties.
 28




---



##### 



Intellectual Property.
   In-License
Agreement
  29




---



##### 



Development and Regulatory Activities.
     30




---



##### 



Full Disclosure.
 Diatos.
    31




---



##### 



Disclaimer.
 ARTICLE 10
 INDEMNIFICATION; INSURANCE
 Indemnification of MacroMed. Indemnitees Liabilities Claim
 Indemnification of Diatos Indemnitees
 Product Liability Claims in the Diatos Territory. Product Liability Claims
 * confidential treatment requested 32




---



##### 



Procedure. Indemnitee Indemnitor
 Insurance.
 ARTICLE 11
 TERM AND TERMINATION.
 Term.
 Termination for Breach.
 33




---



##### 



Termination by Diatos.
 Effect of Termination.
 Accrued Obligations.
 Stock on Hand.
 Expiration.
 Return of Rights.
 Coordination with Abandonment under Section 2.5.
 34




---



##### 



Transfer of Marketing Approvals.
 Breach.
 Voluntary
Termination.
 Survival.
 Breach of MacroMed
 35




---



##### 



ARTICLE 12
DISPUTE RESOLUTION
 Disputes.
 Arbitration.
 Short-Form Arbitration.
 36




---



##### 



ARTICLE 13
MISCELLANEOUS
 Governing Law
 No Waiver.
 No Assignment.
 Independent Contractors.
 37




---



##### 



Compliance with Laws.
 Notices.
 MacroMed:
    
    MacroMed, Inc.9520 S. State StreetSandy, Utah, 84070Attn: C.E.O.Fax: 1 (801) 565-8562with a copy to:
    
    Parsons Behle & Latimer201 South Main Street, Suite 1800Salt Lake City, Utah 84111Attn: Robert C. Delahunty, Esq.Fax: 1 (801) 536-6111Diatos:
    
    Diatos SA166 boulevard du Montparnasse,75014 Paris,FranceAttn: C.E.O.Fax: +33-1-53-80-93-89with a copy to:
    
    Wilson Sonsini Goodrich & Rosati650 Page Mill RoadPalo Alto, California 94304, USAAttn: Ken Clark, Esq.Fax: 1 (650) 493-8311
 English Language.
 Bankruptcy.
 38




---



##### 



Security Interests. Security
Interest Holder
 Export Laws.
 Severability. Asserting Party
 Force Majeure.
 Employees.
 39




---



##### 



Complete Agreement; Amendment. th th Exclusivity Letter
 Counterparts.
 Headings.
 MACROMED, INC
    
    
    
    DIATOS SABy:
    
    /s/ Thomas Bergman
    
    
    
    By:
    
    /s/ John Tchelingerian, Ph.D.Name:
    
    Thomas Bergman
    
    
    
    Name:
    
    John Tchelingerian, Ph.D.Title:
    
    Chief Executive Officer
    
    
    
    Title:
    
    President and Chief Executive OfficerDate:
    
    Dec - 15 - 2004
    
    
    
    Date:
    
    December 17, 2004
 40