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Exhibit
4.16
 
 EXECUTION COPY
 LICENSE AGREEMENT
 AMONG
 PROTHERICS MEDICINES DEVELOPMENT LIMITED
(PROTHERICS)
 AND
 GLENVEIGH PHARMACEUTICALS, LLC,
GLENVEIGH RESEARCH, LLC
C. DAVID ADAIR, M.D.
CDA ROYALTY INVESTORS LLC
and
CDA LICENSING ADMINISTRATORS LLC
(collectively, GLENVEIGH)
 DATED December 7, 2006




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TABLE OF CONTENTS
 PageARTICLE 1. DEFINITIONS
    
    
    2ARTICLE 2. LICENSE
    
    
    82.1 License Grant
    
    
    82.2 Sublicenses
    
    
    82.3 Non-Competition by Glenveigh
    
    
    92.4 Right to Acquire Diagnostic Kits
    
    
    92.5 Products With Competition
    
    
    9ARTICLE 3. EXCHANGE OF INFORMATION
    
    
    103.1 Information Disclosure by Glenveigh
    
    
    103.2 Information Exchange
    
    
    10ARTICLE 4. DEVELOPMENT; REGULATORY; COMMERCIALIZATION
    
    
    114.1 Development Conduct and Costs
    
    
    114.2 Glenveighs Transfer of Regulatory Filings; Clinical Supply
    
    
    114.3 Assignment of the GSK Agreement
    
    
    124.4 Regulatory Filings
    
    
    124.5 Product Complaints, Pharmacovigilance and Adverse Event Reporting
    
    
    124.6 Product Commercialization
    
    
    124.7 Compliance with Laws and Regulatory Requirements
    
    
    124.8 Applications for Regulatory Exclusivity
    
    
    13ARTICLE 5. MILESTONES, ROYALTIES AND OTHER PAYMENTS
    
    
    135.1 Upfront Payments.
    
    
    135.2 Milestone Payments
    
    
    135.3 DEEP Study Costs and Contract Obligations
    
    
    145.4 Royalties.
    
    
    155.5 Payment Method; Currency Conversion
    
    
    165.6 Withholding Tax
    
    
    165.7 Reports and Records
    
    
    165.8 Records; Audit by Glenveigh
    
    
    175.9 Equity Holding Period
    
    
    175.10 No Registration of PTI Ordinary Shares
    
    
    185.11 Entitlement to Payments, Milestones and Royalties
    
    
    18ARTICLE 6. INTELLECTUAL PROPERTY
    
    
    196.1 Ownership of New Intellectual Property
    
    
    196.2 Patent Filing, Prosecution and Maintenance
    
    
    196.3 Enforcement of Licensed Technology
    
    
    196.4 Infringement of Third Party Patents
    
    
    206.5 Recoveries; Settlement
    
    
    20
  i




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PageARTICLE 7. REPRESENTATIONS AND WARRANTIES; LIMITATION OF LIABILITY
    
    
    217.1 Glenveigh Representations and Warranties
    
    
    217.2 Protherics Representations and Warranties
    
    
    227.3 Limitation of Liability
    
    
    22ARTICLE 8. INDEMNIFICATION AND INSURANCE
    
    
    228.1 By Glenveigh
    
    
    228.2 By Protherics
    
    
    238.3 Procedure
    
    
    23ARTICLE 9. CONFIDENTIALITY AND PUBLICITY
    
    
    249.1 Treatment of Confidential Information
    
    
    249.2 Authorized Disclosure
    
    
    249.3 Other Permitted Disclosures
    
    
    259.4 Publicity; Terms of this Agreement
    
    
    259.5 Scientific Publications
    
    
    25ARTICLE 10. TERM AND TERMINATION
    
    
    2610.1 Term of this Agreement
    
    
    2610.2 Termination for Material Breach
    
    
    2610.3 Termination for Insolvency
    
    
    2610.4 Effect of Expiration or Termination.
    
    
    2710.5 Return of Confidential Information
    
    
    29ARTICLE 11. DISPUTE RESOLUTION
    
    
    3011.1 Negotiation; Escalation to Senior Executives
    
    
    3011.2 Arbitration
    
    
    3011.3 Court Actions; Injunctive Relief
    
    
    31ARTICLE 12. MISCELLANEOUS
    
    
    3112.1 Force Majeure
    
    
    3112.2 Assignment
    
    
    3112.3 Severability
    
    
    3112.4 Notices
    
    
    3212.5 Governing Law, Venue
    
    
    3312.6 Entire Agreement; Amendment
    
    
    3312.7 Independent Contractors
    
    
    3412.8 Waiver
    
    
    3412.9 Counterparts
    
    
    34
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LICENSE AGREEMENT
 Agreement Execution
Date Protherics Glenveigh Party Parties
 RECITALS
  GSK GSK Agreement




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ARTICLE 1.
DEFINITIONS
 hereof hereunder including days Section
 Affiliate
 BLA Biologics License Application
 CDA
 Commercially Reasonable Efforts
 Confidential Information
  2




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Disclosing Party Receiving Party
      Controlled Controls
 Data
 DEEP Study
  3




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Effective Date
 Equity Fundraising
 Existing Regulatory Document(s)
 FDA
 Field
 First Commercial Sale
 Knowledge
 Licensed Know-How
 Licensed Patents
  4




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Exhibit A
 Licensed Technology
 Marketing Authorization
 Net Sales
      GAAP
    * confidential treatment
requested 5




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Phase II Clinical Trial
 Phase III Clinical Trial
 Product
 Regulatory Authority
 Regulatory Filing
 Sublicensee
 Successful Completion
  * confidential treatment
requested 6




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Territory
 Third Party(ies)
 Trademarks
 Additional Definitions
 Defined Term
    
    Section in which DefinedAgreement
    
    PreambleBankruptcy Code
    
    10.4.5CTA/DSMB Assignment
    
    5.3Disclosing Party
    
    1.5Dispute
    
    11.1DSMB
    
    5.3Execution Date
    
    PreambleGAAP
    
    1.20.6Glenveigh
    
    PreambleGlenveigh Indemnitees
    
    8.2GSK
    
    RecitalsGSK Agreement
    
    RecitalsGSK Agreement Assignment
    
    4.3ICC
    
    11.2IND Transfer Date
    
    4.2Indemnified Party
    
    8.3Indemnifying Party
    
    8.3Losses
    
    8.1Parties
    
    PreambleParty
    
    Preamble
  7




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Defined Term
    
    Section in which DefinedProduct With Competition
    
    2.5Protherics
    
    PreambleProtherics Indemnitees
    
    8.1PTI Ordinary Shares
    
    5.1.2Receiving Party
    
    1.5Securities Act
    
    5.10Senior Executives
    
    11.1Stand Alone Basis
    
    2.2State Securities Laws
    
    5.10Third-Party Product
    
    2.5
 ARTICLE 2.
LICENSE
 License Grant
 Sublicenses Stand Alone Basis
  8




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Non-Competition by Glenveigh
 Right to Acquire Diagnostic Kits
 Products With Competition 2 Third-Party
Product
  * confidential treatment
requested 9




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Product With Competition
 ARTICLE 3.
EXCHANGE OF INFORMATION
 Information Disclosure by Glenveigh
 Information Exchange
  10




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ARTICLE 4.
DEVELOPMENT; REGULATORY; COMMERCIALIZATION
 Development Conduct and Costs
 Glenveighs Transfer of Regulatory Filings; Clinical Supply IND Transfer
Date
  11




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Assignment of the GSK Agreement GSK Agreement Assignment
 Regulatory Filings
 Product Complaints, Pharmacovigilance and Adverse Event Reporting
 Product Commercialization
 Compliance with Laws and Regulatory Requirements
  12




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Applications for Regulatory Exclusivity
 ARTICLE 5.
MILESTONES, ROYALTIES AND OTHER PAYMENTS
 Upfront Payments.
  PTI Ordinary Shares
  Milestone Payments
  13




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Milestone Event
    
    Milestone Payment(i)    Within thirty (30) days
after *
    
    * U.S. Dollars
                    ($*)(ii)    If Protherics has not
sublicensed its Product rights
hereunder, within thirty (30)
days *
    
    * U.S. Dollars
                    ($*)(iii)    If Protherics has
sublicensed its Product rights
hereunder to GSK or an Affiliate
of GSK, within sixty (60) days
of *
    
    Twenty percent (20%) of all
non-royalty cash payments and twenty
percent (20%) of the fair market value
of any non-cash consideration received
from GSK or its Affiliate and
attributable to such sublicense prior
to and for BLA approval(iv)      If Protherics has
sublicensed its Product rights
hereunder to a Sublicensee other
than GSK or an Affiliate of GSK,
within sixty (60) days *
    
    Ten percent (10%) of all non-royalty
cash payments and ten percent (10%) of
the fair market value of any non-cash
consideration received from such
Sublicensee and attributable to such
sublicense prior to and for BLA
approval
  DEEP Study Costs and Contract Obligations
  * confidential treatment
requested 14




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CTA/DSMB Assignment DSMB Exhibit B
 Royalties.
 Product Sales by Protherics
 Product Sales by Sublicensees
 Royalty Obligation
 Reduced Royalty Rate
  * confidential treatment
requested 15




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Timing of Royalty Payments
 Payment Method; Currency Conversion
 The Wall Street Journal
 Withholding Tax
 Reports and Records
  * confidential treatment
requested 16




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Records; Audit by Glenveigh
 Equity Holding Period
 * Confidential treatment
requested. 17






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No Registration of PTI Ordinary Shares Securities
Act State Securities Laws
   Entitlement to Payments, Milestones and Royalties
  18




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ARTICLE 6.
INTELLECTUAL PROPERTY
 Ownership of New Intellectual Property
 Patent Filing, Prosecution and Maintenance
 Enforcement of Licensed Technology
  19




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Infringement of Third Party Patents
 Recoveries; Settlement
  * confidential treatment
requested 20




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ARTICLE 7.
REPRESENTATIONS AND WARRANTIES; LIMITATION OF LIABILITY
 Glenveigh Representations and Warranties Exhibit A
  21




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Protherics Representations and Warranties Exhibit B
 Limitation of Liability
 ARTICLE 8.
INDEMNIFICATION AND INSURANCE
 By Glenveigh Protherics Indemnitees Losses
  22




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By Protherics Glenveigh Indemnitees
 Procedure Indemnified Party Indemnifying Party
  23




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ARTICLE 9.
CONFIDENTIALITY AND PUBLICITY
 Treatment of Confidential Information
 Authorized Disclosure
 (i)
    
    to the extent and to the persons and entities as required by an applicable law,
rule, regulation, legal process, court order or the rules of the any securities
exchange on which any security issued by either Party is traded or of a Regulatory
Authority; or(ii)
    
    as necessary to file, prosecute or defend those patent applications or patents
for which either Party has the right to assume filing, prosecution, defense or
maintenance, pursuant to Article 6 of this Agreement; or(iii)
    
    to prosecute or defend litigation or otherwise establish rights or enforce
obligations under this Agreement, but only to the extent that any disclosure is
necessary;
   24




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Other Permitted Disclosures
 Publicity; Terms of this Agreement
 Scientific Publications Exhibit B Exhibit B
  25




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ARTICLE 10.
TERM AND TERMINATION
 Term of this Agreement th
 Termination for Material Breach
 Termination for Insolvency
  26




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Effect of Expiration or Termination
 Accrued Obligations
 Survival
     27




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Termination of Licenses
 Effects of Termination by Protherics
   Bankruptcy Code Bankruptcy Code
  28




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Disposition of Inventory
 Return of Confidential Information
  29




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ARTICLE 11.
DISPUTE RESOLUTION
 Negotiation; Escalation to Senior Executives Dispute Senior Executives
  Arbitration ICC
 Commencement of Arbitration Proceeding; Arbitrator
 Arbitration Proceeding and Venue 1 2
  30




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Decision; Enforcement
 Court Actions; Injunctive Relief
 ARTICLE 12.
MISCELLANEOUS
 Force Majeure
 Assignment
 Severability
  31




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Notices
 If to Glenveigh:
    
    Glenveigh Pharmaceuticals, LLC2530 Meridian ParkwaySuite 300Durham, NC 27713Attention: Chief Executive OfficerFacsimile: 919-806-4301E-Mail: rick.proctor@glenveigh.comwith a copy to:
    
    Glenveigh Research, LLC979 E. Third Street, Suite C-825Chattanooga, Tennessee 37403Attention: C. David Adair, M.D.Facsimile: 423-664-4466E-mail: adair@rocob.comC. David Adair, M.D.979 E. Third Street, Suite C-825Chattanooga, Tennessee 37403Facsimile: 423-664-4466Email: adair@rocob.com
  32




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CDA Royalty Investors, LLC1403 Foulk Road, Suite 102-13Wilmington, Delaware 19803CDA Licensing Administrators, LLC1403 Foulk Road, Suite 102-13Wilmington, Delaware 19803Mark D. Hackett, Esq.Husch & Eppenberger, LLC736 Georgia Avenue, Suite 300Chattanooga, Tennessee 37402Facsimile: 423-266-5499Email: mark.hackett@husch.comIf to Protherics:
    
    Protherics Medicines Development Limitedc/o Protherics plcThe Heath Business and Technical ParkRuncorn, Cheshire WA7 4QX, EnglandAttention: Finance DirectorFacsimile: +44 1928 518004E-Mail: barry.riley@protherics.comwith a copy to:
    
    Protherics Inc.5214 Maryland WaySuite 405Brentwood, TN 37027Attention: PresidentFacsimile: (615) 963-4604E-Mail: saul.komisar@protherics.us
 Governing Law, Venue
 Entire Agreement; Amendment
  33




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Independent Contractors
 Waiver
 Counterparts
   GLENVEIGH PHARMACEUTICALS, LLC
    
    
    
    PROTHERICS MEDICINES DEVELOPMENT LIMITEDBy:
    
    /s/ Richard C. Proctor, Jr.
    
    
    
    By:
    
    /s/ B.M. RileyName:
    
    Richard C. Proctor, Jr.
    
    
    
    Name:
    
    Barrington Marshall RileyTitle:
    
    CEO
    
    
    
    Title:
    
    Director
  34




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GLENVEIGH RESEARCH, LLCBy:
    
    /s/ C. David Adair, M.D.Name:
    
    C. David Adair, M.D.Title:
    
    Chief Manager
 C. DAVID ADAIR, M.D.By:
    
    /s/ C. David Adair, M.D.Name:
    
    C. David Adair, M.D.Title:
 CDA ROYALTY INVESTORS, LLCBy:
    
    /s/ William R. RussellName:
    
    William R. RussellTitle:
 CDA LICENSING ADMINISTRATORS, LLCBy:
    
    /s/ C. David Adair, M.D.Name:
    
    C. David Adair, M.D.Title:
    
    Manager/President
  35