License Agreement between the Company and Martin K. Gelbard, M.D.


    Exhibit
      10.12

    

      AGREEMENT
        made as of the 1st day of October, 1993, by and between MARTIN K GELBARD,
        MD.,
        2601 W. Alameda Ave, Burbank, CA 91505, hereinafter referred to as “Dr.
        Gelbard”, and ADVANCE BIOFACTURES CORPORATION, 35 Wilbur Street, Lynbrook, N.Y.
        11563, hereinafter referred to as “the Company”.

       

      WHEREAS,
        the Company desires to engages Dr. Gelbard as an independent contractor and
        not
        as an employee to render the services and grant the rights described below
        and
        Dr. Gelbard desires to render such services and grant such rights, NOW,
        THEREFORE, it is agreed:

       

      1.     Services.
        The
        services, to be rendered for an expected average of five hours per month,
        are to
        assist in arranging for and supervising the clinical testing and development
        of
        a pharmaceutical product based on Collagenase ABC for the treatment of
        Peyronie’s Disease (“Product”), and to exercise his best efforts to obtain for
        the Company an approved NDA from the Food and Drug Administration (“FDA”) and
        analogous approvals from governmental agencies having jurisdiction outside
        the
        United States (including the composition of such “expertises” as may be
        required) for the marketing and sale of the Product.

       

      2.     Term:
        The
        engagement shall be for a period of twelve months commencing on the date
        hereof
        and continuing thereafter until terminated by either party on not less than
        three months’ prior written notice to the other party at the addresses stated
        above or at an address chosen subsequent to the execution of this agreement
        and
        duly communicated to the party giving notice.

       

      3.     Consultations:
        Dr.
        Gelbard shall be available to render the services described above to the
        Board
        of Directors, the officers and scientific staff and consultants and members
        of
        the Scientific Advisory Board of the Company and to clinical investigators
        and
        personnel of the government agencies having jurisdiction of the subject matter
        (a) at his office and (b) at such other places and times as may be designated
        by
        the FDA and also at places designated by the Company at reasonable times
        on
        reasonable notice, subject to Dr. Gelbard’s prior commitments, provided that the
        Company shall pay reasonable travel expenses and <OMITTED
        AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION>
per
        day.

       

      4.     Compensation:
        <OMITTED
        AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION>


       

      5.     <OMITTED
        AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION>


       

      6.     Use
        Of
        Name:
        Dr.
        Gelbard grants the Company the right to use his name in connection with
        documentation prepared during his engagement relating to clinical investigation
        and approval of the Product subject to his approval of the scientific content
        of
        the documentation, which approval shall not unreasonably be
        withheld.

       

      7.     Confidentiality
        and Rights:
        Dr.
        Gelbard agrees to keep in confidence and except as may be required by law
        not to
        disclose to anyone any information relating to

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      the
        Product, or the plans or operations of the Company of which he may become
        aware
        during the engagement, and in particular shall not submit for publication
        or
        present to any forum information relating thereto without the prior written
        consent of the Company and agrees to assign to the Company any inventions,
        discoveries or improvements he may make relating to the Product without
        additional consideration.

       

      8.    
Indemnity
        and Insurance:
        The
        Company will arrange for Dr. Gelbard to be named as an additional insured
        on the
        Company’s liability policy and will indemnify him against any claim for damages
        allegedly caused by the Product unless such claim is based upon his own personal
        negligent act or omission.

       

      IN
        WITNESS WHEREOF, the parties hereto have executed this Agreement.

       

      
        
          	
                  /s/
                    Martin K. Gelbard

                	 	 	
                  Advance
                    Biofactures Corporation

                
	
                  Martin
                    K. Gelbard M.D.

                	 	
                   

                  By

                	
                   

                  /s/
                    Edwin H. Wegman

                
	 	 	 	
                  
                    Edwin
                      H. Wegman, President

                  

                
	 	 	 	
                   

                  Date:
                    October 5, 1993

                


        

      

       

      
        
          
          

        

        
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