<PAGE>

Portions  of this  document  are  subject  to an  application  for  confidential
treatment,  and as such have been omitted from this document.  The portions that
have been  omitted from this  document are  indicated in the text by the marking
{***}.  The omitted  portions have been filed separately with the Securities and
Exchange Commission.

                                                                    EXHIBIT 10.3


                     AMENDED AND RESTATED LICENSE AGREEMENT

         This  Amended  and  Restated  License  Agreement  entered  into  as  of
September 15, 2003 and effective as of April 15, 2003 (the "Effective Date"), is
between the University of Massachusetts ("Medical School"), a public institution
of higher  education of the  Commonwealth of Massachusetts as represented by its
Medical  School at the  Worcester  campus,  having an address of 55 Lake  Avenue
North,  Worcester,  Massachusetts 01655 and, CytRx Corporation,  ("Company"),  a
Delaware  corporation,  having an address of 11726 San Vicente  Boulevard  Suite
650, Los Angeles, California 90049.

                                 R E C I T A L S

         WHEREAS,  Medical School and Company on April 15, 2003,  entered into a
license  agreement  in the field of drug  discovery  in type 2  diabetes  and/or
obesity  for  another  Medical  School  technology,  designated  UMMC  03-05 and
entitled  "Inhibition of Gene Expression in Adipocytes using  Interference  RNA"
(the "03-05 License");

         WHEREAS,  Medical  School is the owner by assignment of the  inventions
claimed in the United States Patent  Applications listed in Exhibit A pertaining
to the Medical  School's  invention  disclosure  numbers:  UMMC 00-37,  entitled
"Diabetes Gene Database," 01-31 entitled  "Diabetes Gene Database," UMMC 03-134,
entitled "Use of the Endoplasmic  Reticulum  Stress Response  pathway of Adipose
cells to enhance  whole body  insulin  sensitivity,"  and UMMC  93-09,  entitled
"Receptor-Activated Reporter Systems";

         WHEREAS,  Medical  School is the owner by assignment of the  inventions
claimed  in  Medical  School's  invention  disclosure  number  02-38,   entitled
"Database of Genes Related to Diabetes and Obesity" also listed in Exhibit A;

         WHEREAS, Company desires to obtain an exclusive license in the field of
drug  discovery in type 2 diabetes  and/or  obesity  under the rights of Medical
School in any patent rights claiming the UMMC inventions 00-37,  01-31,  03-134,
93-09 and 02-38;

         WHEREAS,  Company  intends  to form a company  based in  Massachusetts,
called Araios, Inc., for the purpose of developing,  manufacturing and marketing
drugs and other therapeutics in the field of type 2 diabetes and obesity;

         WHEREAS,  Medical  School is  willing  to grant  Company  an  exclusive
license on the terms set forth in this Agreement; and

         WHEREAS, Medical School and Company wish to amend and restate the 03-05
License  to  include  the  grant  of an  exclusive  license  to  the  additional
inventions identified above.

         THEREFORE,  Medical  School and Company  agree to amend and restate the
03-05 License as follows:


<PAGE>

1. Definitions.

         1.1.  "Affiliate"  means  any  legal  entity  (such  as a  corporation,
partnership,  or limited liability  company) that is controlled by Company.  For
the  purposes  of this  definition,  the term  "control"  means  (a)  beneficial
ownership  of at  least  fifty  percent  (50%)  of the  voting  securities  of a
corporation or other business organization with voting securities or (b) a fifty
percent (50%) or greater  interest in the net assets or profits of a partnership
or other business organization without voting securities.

         1.2.  "Biological  Materials" means tangible biological  materials that
are necessary for the effective  exercise of the Patent Rights,  which materials
are  described on Exhibit A, as well as tangible  materials  that are  routinely
produced  through use of the original  materials,  including,  for example,  any
progeny derived from a cell line,  monoclonal  antibodies  produced by hybridoma
cells,  DNA or RNA  replicated  from isolated DNA or RNA,  recombinant  proteins
produced through use of isolated DNA or RNA, and substances  routinely  purified
from a source material included in the original  materials (such as, recombinant
proteins isolated from a cell extract or supernatant by non-proprietary affinity
purification  methods).  Exhibit A shall be periodically  amended to include any
additional Biological Materials that Medical School may furnish to Company.

         1.3.  "Combination  Product"  means a product that  contains a Licensed
Product component and at least one other essential functional component.

         1.4.  "Confidential  Information" means any confidential or proprietary
information  furnished by one party (the "Disclosing  Party") to the other party
(the  "Receiving  Party") in connection with this Agreement that is specifically
designated  as  confidential.   Confidential   Information   includes,   without
limitation, any diligence reports furnished to Medical School under Section 3.1.
and royalty reports furnished to Medical School under Section 5.2.

         1.5.  "Field" means drug  discovery in type 2 diabetes  and/or  obesity
with  therapeutic,  prophylactic,  or diagnostic  applications  and products for
treatment, prevention or diagnosis of type 2 diabetes and/or obesity.

         1.6.  "Licensed  Product"  means any  "Covered  Product" or  "Developed
Product."

                  (a)  "Covered  Product"  means any product  that (i) cannot be
manufactured,  used,  or sold  without  infringing  one or more claims under the
Patent  Rights,  (ii)  incorporates  some  portion  of  one or  more  Biological
Materials proprietary to Medical School, or (iii) cannot be manufactured,  used,
or sold without using some portion of the Related Technology.

                  (b)  "Developed  Product"  means  any  product  that  is not a
Covered  Product and is developed (i) using methods claimed in the Patent Rights
or (ii) using some material portion of the Related Technology.

         1.7.  "Licensed Service" means any service that (a) cannot be developed
or  performed  without  using at least one process  that  infringes  one or more
claims under the Patent Rights,  (b) uses some portion of one or more Biological
Materials, or (c) uses some portion of the Related Technology.



                                       2
<PAGE>

         1.8.  "Net Sales" means the gross amount billed or invoiced on sales by
Company and its Affiliates and  Sublicensees  of Licensed  Products and Licensed
Services,  less the following:  (a) customary trade, quantity, or cash discounts
to  non-affiliated  brokers or agents to the extent actually  allowed and taken;
(b)  amounts  repaid or credited by reason of  rejection  or return;  (c) to the
extent  separately  stated on purchase orders,  invoices,  or other documents of
sale, any taxes or other  governmental  charges levied on the production,  sale,
transportation, delivery, or use of a Licensed Product or Licensed Service which
is paid by or on  behalf  of  Company;  and (d)  outbound  transportation  costs
prepaid or allowed and costs of insurance in transit;  and (e) allowance for bad
debt that is customary and  reasonable  for the industry and in accordance  with
generally  accepted  accounting  principles.  Notwithstanding  anything  to  the
contrary  in this  Section  1.8,  Net Sales does not  include  sales of Licensed
Products  at or below  the  fully  burdened  cost of  manufacturing  solely  for
research  or  clinical  testing or for  indigent  or similar  public  support or
compassionate use programs.

         In any transfers of Licensed Products between Company and its Affiliate
or Sublicensee, Net Sales are calculated based on the final sale of the Licensed
Product  to an  independent  third  party.  If  Company  or its  Affiliate  or a
Sublicensee  receives  non-monetary  consideration  for any Licensed Products or
Licensed  Services,  Net Sales are calculated  based on the fair market value of
that  consideration.  If Company or its  Affiliate  or its  Sublicensees  use or
dispose of a Licensed  Product in the  provision of a commercial  service  other
than a  Licensed  Service,  the  Licensed  Product is sold and the Net Sales are
calculated  based on the sales price of the Licensed  Product to an  independent
third party during the same Royalty  Period or, in the absence of sales,  on the
fair market value of the Licensed  Product as  determined by the parties in good
faith.

         In the case of Combination  Products,  Net Sales means the gross amount
billed or invoiced on sales of the  Combination  Product less the deductions set
forth above, multiplied by a proration factor that is determined as follows:

                  (i) If all  components  of the  Combination  Product were sold
         separately during the same or immediately preceding Royalty Period, the
         proration factor shall be determined by the formula [A / (A+B)],  where
         A is the aggregate gross sales price of all Licensed Product components
         during  such  period  when sold  separately  from the  other  essential
         functional components,  and B is the aggregate gross sales price of the
         other  essential  functional  components  during  such period when sold
         separately from the Licensed Product Components; or

                  (ii) If all  components  of the  Combination  Product were not
         sold  separately  during  the  same or  immediately  preceding  Royalty
         Period,  the  proration  factor shall be determined by the formula [C /
         (C+D)],  where C is the aggregate  fully  absorbed cost of the Licensed
         Product  components  during  the  prior  Royalty  Period  and D is  the
         aggregate  fully  absorbed  cost  of  the  other  essential  functional
         components  during the prior  Royalty  Period,  with such  costs  being
         determined in accordance with generally accepted accounting principles.



                                       3
<PAGE>

         1.9. "Patent Rights" means the United States patent applications listed
on Exhibit A and any divisional,  continuation, or continuation-in-part of those
patent  applications  to the extent the claims are  directed  to subject  matter
specifically  described  therein as well as any patents  issued on these  patent
applications  and any  reissues  or  reexaminations  of those  patents,  and any
foreign counterparts to those patents and patent  applications.  Exhibit A shall
be periodically  amended to include any additional Patent Rights that may arise.
Patent Rights include improvements to the Patent Rights developed by Dr. Michael
Czech.

         1.10.  "Related  Technology"  means  know-how,  technical  information,
research and development  information,  test results, and data necessary for the
effective  exercise of the Patent  Rights which are owned by the Medical  School
and (a) have been  developed by Dr.  Michael  Czech and Dr.  Silvia  Corvera and
their associates in their laboratories at the Medical School as of the Effective
Date or (b) are subsequently developed by Dr. Michael Czech.

         1.11. "Royalty Period" means the partial calendar quarter commencing on
the  date on which  the  first  Licensed  Product  is sold or used or the  first
Licensed  Service is performed and every  complete or partial  calendar  quarter
thereafter  during  which  either  (a) this  Agreement  remains in effect or (b)
Company has the right to complete  and sell  work-in-progress  and  inventory of
Licensed Products or perform Licensed Services pursuant to Section 8.5.

         1.12.  "Sublicense  Income" means payments that Company receives from a
Sublicensee in  consideration  of the  sublicense of the rights granted  Company
under Section  2.1.,  including  without  limitation  license  fees,  royalties,
milestone  payments,  and license  maintenance fees, but excluding the following
payments:  (a) payments made in consideration for the issuance of equity or debt
securities  of Company  at fair  market  value,  and (b)  payments  specifically
committed to the development of Licensed Products or Licensed Services.

         1.13.  "Sublicensee"  means any  permitted  sublicensee  of the  rights
granted Company under this Agreement, as further described in Section 2.2.

2. Grant of Rights.

         2.1. License Grants.

                  (a) Patent Rights and  Biological  Materials.  Medical  School
grants to Company and its  Affiliates an exclusive,  worldwide,  royalty-bearing
license (with the right to sublicense) under its commercial rights in the Patent
Rights and  Biological  Materials  to develop,  make,  have made,  use, and sell
Licensed  Products in the Field and to develop and perform Licensed  Services in
the Field.

                  (b) Related  Technology.  Medical School grants to Company and
its  Affiliates  a  non-exclusive,  royalty-bearing  license  (with the right to
sublicense)  under its commercial  rights in the Related  Technology to develop,
make, have made, use, and sell Licensed Products in the Field and to develop and
perform Licensed Services in the Field.



                                       4
<PAGE>

         2.2.  Sublicenses.  Company and its Affiliates may grant sublicenses of
its rights under Section 2.1. with the consent of Medical School,  which consent
may not be unreasonably  withheld or delayed. All sublicense agreements executed
by Company  pursuant to this Article 2 shall  expressly bind the  Sublicensee to
the terms of this Agreement.  Company shall promptly furnish Medical School with
a fully executed copy of any sublicense agreement.

         2.3. Retained Rights.

                  (a) Medical  School.  Medical School retains the right to make
and  use  Licensed  Products  and to  perform  Licensed  Services  for  academic
research,   teaching,  and  non-commercial  patient  care,  without  payment  of
compensation  to Company.  Medical School may license its retained  rights under
this  Section to  research  collaborators  of Medical  School  faculty  members,
post-doctoral fellows, and students.

                  (b)  Federal  Government.  To the  extent  that any  invention
claimed in the Patent  Rights has been  funded by the federal  government,  this
Agreement  and the grant of any  rights  in Patent  Rights  are  subject  to and
governed  by  federal  law as set forth in 35  U.S.C.  ss.ss.  201-211,  and the
regulations  promulgated  thereunder,  as amended,  or any successor statutes or
regulations. Company acknowledges that these statutes and regulations reserve to
the federal government a royalty-free,  non-exclusive,  non-transferable license
to practice any government-funded invention claimed in the Patent Rights. If any
term of this  Agreement  fails to conform with those laws and  regulations,  the
relevant  term is an invalid  provision  and shall be  modified  by the  parties
pursuant to Section  10.11.  Upon  execution of this  Agreement,  Medical School
shall  disclose in writing to Company any funding  that would be subject to this
Section 2.3(b).

                  (c) Other  Organizations.  To the  extent  that any  invention
claimed in the Patent  Rights has been funded by a  non-profit  organization  or
state or local  agency,  this  Agreement  and the grant of any  rights in Patent
Rights  are  subject to and  governed  by the terms of the  applicable  research
grant.  If any term of this  Agreement  fails to conform  with those terms , the
relevant  term is an invalid  provision  and shall be  modified  by the  parties
pursuant to Section  10.11.  Upon  execution of this  Agreement,  Medical School
shall  disclose in writing to Company any funding  that would be subject to this
Section 2.3(c).

         2.4. Improvements.  Subject to applicable law or the rights of research
sponsors, the Medical School shall use its best efforts to make any improvements
to the Patent Rights available to Company.

3. Company Obligations Relating to Commercialization.

         3.1.  Diligence  Requirements.  Company shall use diligent efforts,  or
shall cause its Affiliates or Sublicensees to use diligent  efforts,  to develop
Licensed  Products or Licensed  Services and to introduce  Licensed  Products or
Licensed  Services  into  the  commercial  market.  Thereafter,  Company  or its
Affiliates or  Sublicensees  shall make Licensed  Products or Licensed  Services
reasonably  available to the public.  Specifically,  Company  shall  fulfill the
following obligations:

                  (a)  Within six (6) months  after the  Effective  Date of this
Agreement,  Company shall  furnish  Medical  School with a written  research and
development  plan under which Company  intends to develop  Licensed  Products or
Licensed Services.



                                       5
<PAGE>

                  (b)  Within  sixty (60) days  after  each  anniversary  of the
Effective  Date,  Company shall furnish  Medical School with a written report on
the progress of its efforts  during the prior year to develop and  commercialize
Licensed Products or Licensed Services,  including without  limitation  research
and  development  efforts,  efforts  to obtain  regulatory  approval,  marketing
efforts,  and sales  figures.  The report  shall also  contain a  discussion  of
intended efforts and sales projections for the current year.

                  (c) Company shall obtain all necessary  governmental approvals
for the manufacture, use, and sale of Licensed Products and Combination Products
or the performance of Licensed Services. Specifically, Company shall:

                           (i) Within eight (8) years after the Effective  Date,
file an Investigational New Drug
Application  ("IND") or its equivalent covering at least one Combination Product
or Licensed Product with the United States Food and Drug Administration ("FDA");

                           (ii) Within  thirteen  (13) years after the Effective
Date,  file a New Drug  Application  ("NDA")  with the FDA covering at least one
Combination Product or Licensed Product;

                           (iii) Within eighteen (18) months after receiving FDA
approval of the NDA for a  Combination  Product or Licensed  Product,  market at
least one Combination Product or Licensed Product in the United States; and

                           (iv)  Reasonably  fill  the  market  demand  for  any
Combination Product or Licensed Product
following  commencement  of  marketing  of the  product  at any time  during the
exclusive period of this Agreement.

                  (d) Within  eighteen  (18) months  after the  Effective  Date,
Company shall successfully  undertake a public or private offering of raising or
otherwise commit at least three million dollars  ($3,000,000) to the business of
Araios or such other entity,  division,  or operation of Company  devoted to the
development and commercialization of Licensed Products in the Field.

         (e) Within three months after the Effective Date,  Company shall commit
to fund basic research in the laboratory of Dr. Michael Czech at an amount of at
least {***} in direct  Medical  School costs in the first year,  {***} in direct
Medical  School costs in the second  year,  and {***} in direct  Medical  School
costs in the third year  towards in support of  licensed  Patent  Rights  and/or
Related  Technology.  In  addition  to  direct  Medical  School  costs,  Company
sponsored  research is subject to indirect cost rates,  currently  fifty percent
(50%), for basic research.  Company shall enter into a formal sponsored research
agreement  with Medical School in a separate  agreement.  During the term of any
agreement covering funding described in this Section 3.1(e), if a lower indirect
cost  rate  is  afforded  to any  other  industrial  sponsor  by the  Office  of
Technology Management of the Medical School or if the federal indirect cost rate
is reduced, the indirect cost rate charged to the Company shall prospectively be
reduced to that lower rate.



                                       6
<PAGE>

Company is  responsible  for financing its  obligations in this Section 3.1, and
the Medical School shall provide  reasonable  cooperation to the Company in this
regard.  If  Medical  School  determines  that  Company  has not  fulfilled  its
obligations  under this Section 3.1.,  Medical School shall furnish Company with
written notice of the determination. Within sixty (60) days after receipt of the
notice,  Company  shall  either (i)  fulfill  the  relevant  obligation  or (ii)
negotiate  with  Medical  School  a  mutually  acceptable  schedule  of  revised
diligence  obligations,  failing  which  Medical  School may,  immediately  upon
written  notice to Company,  terminate  this  Agreement  or to grant  additional
licenses to third parties to the Patent Rights and  Biological  Materials in the
Field. The Medical School may not unreasonably  withhold acceptance of Company's
revised diligence obligations.

         3.2. Indemnification.

                  (a)  Indemnity.  Company  shall  indemnify,  defend,  and hold
harmless  Medical  School  and  its  trustees,   officers,   faculty,  students,
employees,  and agents and their respective  successors,  heirs and assigns (the
"Indemnitees"),  against any  liability,  damage,  loss,  or expense  (including
reasonable  attorneys  fees and expenses of  litigation)  incurred by or imposed
upon any of the  Indemnitees  in  connection  with any claims,  suits,  actions,
demands or judgments arising out of any theory of liability  (including  without
limitation  actions  in the form of tort,  warranty,  or  strict  liability  and
regardless of whether the action has any factual basis)  concerning any product,
process, or service that is made, used, or sold pursuant to any right or license
granted under this  Agreement.  However,  indemnification  does not apply to any
liability,  damage, loss, or expense to the extent directly  attributable to (i)
the negligent  activities or intentional  misconduct of the  Indemnitees or (ii)
the settlement of a claim,  suit,  action, or demand by Indemnitees  without the
prior written approval of Company.

                  (b) Procedures.  The Indemnitees agree to provide Company with
prompt written notice of any claim, suit, action,  demand, or judgment for which
indemnification  is sought  under this  Agreement.  Company  agrees,  at its own
expense, to provide attorneys reasonably  acceptable to Medical School to defend
against any claim.  The  Indemnitees  shall  cooperate fully with Company in the
defense  and will  permit  Company to conduct  and  control  the defense and the
disposition of the claim,  suit, or action (including all decisions  relative to
litigation, appeal, and settlement).  However, any Indemnitee may retain its own
counsel,  at the expense of Company,  if representation of the Indemnitee by the
counsel  retained  by  Company  would be  inappropriate  because  of  actual  or
potential  differences  in the interests of the  Indemnitee  and any other party
represented by that counsel.  Company agrees to keep Medical School  informed of
the  progress in the defense and  disposition  of the claim and to consult  with
Medical School regarding any proposed settlement.

                  (c)   Insurance.   Company   shall   maintain   insurance   or
self-insurance that is reasonably  adequate to fulfill any potential  obligation
to the  Indemnitees,  but not less than one  million  dollars  ($1,000,000)  for
injuries to any one person  arising out of a single  occurrence and five million
dollars  ($5,000,000)  for  injuries  to all  persons  arising  out of a  single
occurrence.  Company shall provide  Medical School,  upon request,  with written
evidence of insurance or self-insurance. Company shall continue to maintain such
insurance  or  self-insurance  after  the  expiration  or  termination  of  this
Agreement  during any period in which  Company or  Sublicensee  continues (a) to
make, use, or sell a product that was a Licensed Product under this Agreement or
(b) to perform a service that was a Licensed  Service under this Agreement,  and
thereafter for a period of five (5) years.



                                       7
<PAGE>

         3.3.  Use of Medical  School Name.  In  accordance  with Section  7.3.,
Company or its Affiliates and its  Sublicensees may not use the name "University
of Massachusetts" or any variation of that name in connection with the marketing
or sale of any Licensed Products or Licensed Services.

         3.4. Marking of Licensed Products.  To the extent commercially feasible
and consistent with  prevailing  business  practices,  Company or its Affiliates
shall mark and shall cause its  Sublicensees to mark all Licensed  Products that
are  manufactured  or sold under this  Agreement  with the number of each issued
patent under the Patent Rights that applies to a Licensed Product.

         3.5.  Compliance with Law. Company or its Affiliates shall comply with,
and shall ensure that its Sublicensees comply with, all local,  state,  federal,
and international laws and regulations relating to the development, manufacture,
use,  and sale of Licensed  Products and Licensed  Services.  Company  expressly
agrees to comply with the following:

                  (a) Company or its Affiliates or its Sublicensees shall obtain
all necessary  approvals from the United States Food & Drug  Administration  and
any  similar  governmental  authorities  of any  foreign  jurisdiction  in which
Company or  Sublicensee  intends to make,  use, or sell Licensed  Products or to
perform Licensed Services.

                  (b)  Company  or its  Affiliates  and its  Sublicensees  shall
comply with all United  States laws and  regulations  controlling  the export of
commodities  and  technical  data,   including  without  limitation  all  Export
Administration  Regulations of the United States  Department of Commerce.  Among
other things,  these laws and regulations  prohibit or require a license for the
export  of  certain  types  of  commodities  and  technical  data  to  specified
countries.  Company hereby gives written  assurance that it will comply with and
will cause its Sublicensees to comply with all United States export control laws
and regulations,  that it bears sole  responsibility  for any violation of those
laws and regulations by itself or its Sublicensees,  and that it will indemnify,
defend,  and hold Medical School  harmless (in accordance with Section 3.2.) for
the consequences of any violation.

                  (c) To the  extent  that any  invention  claimed in the Patent
Rights has been partially  funded by the United States  government,  and only to
the extent required by applicable laws and regulations,  Company agrees that any
Licensed  Products  used or  sold  in the  United  States  will be  manufactured
substantially in the United States or its territories. Current law provides that
if domestic  manufacture is not commercially  feasible under the  circumstances,
Medical School may seek a waiver of this  requirement  from the relevant federal
agency on behalf of Company.

4. Consideration for Grant of Rights.

         4.1.  License  Fee.  In partial  consideration  of the  rights  granted
Company  under  this  Agreement,  Company  paid  Medical  School on or about the
Effective Date a license fee of {***}. Company shall pay to Medical School {***}
upon the  signing of this  Amended and  Restated  Agreement.  These  license fee
payments are nonrefundable and are not creditable against any other payments due
to Medical School under this Agreement.

                                       8
<PAGE>

         4.2. Equity. In partial consideration of the license granted to Company
under this  Agreement,  on or about April 18,  2003,  Company  issued to Medical
School a total number of shares of Common  Stock of Company  ($.01 par value per
share)  equal to {***} of the  outstanding  shares  of  Company.  Company  shall
register  the shares that are issued to the Medical  School  within  ninety (90)
days after their issuance and those shares will then be unrestricted.

         4.3. License Maintenance Fee. Beginning on the first anniversary of the
Effective Date, and on each anniversary of the Effective Date thereafter  during
the term of the Agreement, Company shall pay to Medical School {***}, as long as
Company has a funding  agreement in place with the Medical  School at the levels
described in Section 3.1(e),  after which time the annual  maintenance fee shall
be {***}.  This  annual  license  maintenance  fee is  nonrefundable  and is not
creditable  against  any  other  payments  due  to  Medical  School  under  this
Agreement.

         4.4. Milestone  Payments.  Company shall pay Medical School for Covered
Products the  following  milestone  payments  within  thirty (30) days after the
occurrence  of each  event  achieved  by Company  or its  Affiliates  but not by
Sublicensees:

<TABLE>
<CAPTION>
------------------------------------------------------- ---------------------------------------------------------
Milestone                                               Payment
------------------------------------------------------- ---------------------------------------------------------
<S>                                                     <C>
Filing of IND or equivalent for each Licensed Product   {***}
------------------------------------------------------- ---------------------------------------------------------
Entry into Phase I Clinical trial or equivalent for     {***} for first product and {***}for each subsequent
each Licensed Product                                   product
------------------------------------------------------- ---------------------------------------------------------
Entry into Phase II clinical trial or equivalent for    {***} for first product and {***}for each subsequent
each Licensed Product                                   product
------------------------------------------------------- ---------------------------------------------------------
Entry into Phase III clinical trial or equivalent for   {***} for first product and {***}for each subsequent each
Licensed Product                                        product
------------------------------------------------------- ---------------------------------------------------------
Filing for market approval (NDA or  equivalent) in any  {***} for first product and {***}for each subsequent
country besides the United States                       product
------------------------------------------------------- ---------------------------------------------------------
Commencement of product marketing in the United States  {***}
------------------------------------------------------- ---------------------------------------------------------
First market approval for first three European          {***}
countries in total
------------------------------------------------------- ---------------------------------------------------------
</TABLE>

For  Developed  Products each  milestone  event payment above will be reduced by
fifty percent (50%) of the amount specified for Covered Products.

Company  shall pay  Medical  School a one-time  bonus of {***} in the event that
cumulative  gross sales of Licensed  Products by Company and its  Affiliates  or
Sublicensees  exceed {***} in one calendar  year in the United  States.  Company
shall pay Medical School a one-time bonus of {***} in the event that  cumulative
gross sales of Licensed  Products by Company and its Affiliates or  Sublicensees
exceed {***} in one calendar year in Japan and Europe.



                                       9
<PAGE>

These milestone  payments are nonrefundable  and are not creditable  against any
other payments due to Medical School under this Agreement.  For any one Licensed
Product, if Company makes an equivalent payment under another agreement with the
Medical School with respect to that Licensed  Product for a milestone event that
is specified in this Section 4.4,  then payment under this Section is satisfied,
so that the aggregate  payments under all Medical School agreements with Company
for that milestone  including this Agreement do not exceed the amount  specified
in this Section 4.4 for any one (1) Licensed Product.

         4.5. Royalties.  In partial consideration of the rights granted Company
under  this  Agreement,  Company  shall  pay to  Medical  School  the  following
royalties:

                  (a) Covered  Products.  Company shall pay to Medical  School a
royalty of {***} of Net Sales of Covered  Products by Company or its  Affiliates
but not by Sublicensees.

                  (b) Developed Products.  Company shall pay to Medical School a
royalty of {***} of Net Sales of Developed Products by Company or its Affiliates
but not by Sublicensees.

                  (c) Licensed  Services.  Company shall pay to Medical School a
royalty of {***} of Net Sales of Licensed  Services by Company or its Affiliates
but not by Sublicensees.

                  (d)  Related  Technology  and  Biological   Materials.   If  a
particular  Licensed  Product or Licensed  Service is within the  definition  of
"Licensed  Product" or "Licensed Service" solely because it uses or incorporates
Related Technology or Biological Materials,  the royalty rate applicable to such
Licensed  Product or Licensed  Service is fifty percent (50%) of the  applicable
royalty rate set forth above.

                  (e) Competing Product.  If there is a competing product in the
marketplace,  no  royalties  are due for a Licensed  Product  that is within the
definition of "Licensed  Product"  because it uses or incorporates  only Related
Technology or Biological Materials.

                  (f)  Expired  Patent  Rights.  If during the  Royalty  Period,
patents  under the  Patent  Rights  have  expired  or have been  abandoned  in a
particular  country,  (i) no  royalty  is  payable  by  Company,  if  there is a
competing  product in that country,  and (ii) if Company  reduces its prices for
Licensed  Products or Licensed  Services  in that  country,  even if there is no
competing  product or service in that  country,  Company and the Medical  School
shall  negotiate  in good faith a reduction  in the royalty  rate to reflect the
reduction in the Company's gross margins caused by the price reduction.

                  (g) Laboratory Services.  Company shall pay the Medical School
{***} of Net Sales of commercial clinical laboratory services by Company.

                  (h) Royalty  Reduction.  If Medical  School grants  additional
licenses to third parties  pursuant to Section 3.1., the royalty rates set forth
in Subsection 4.5.(a) shall be adjusted,  if necessary,  so as not to exceed the
royalty rates charged any other licensee of the Patent Rights during the term of
the non-exclusive license.



                                       10
<PAGE>

         4.6. Minimum Royalty. At the beginning of each calendar year during the
term of this Agreement,  beginning  2016,  Company shall pay to Medical School a
minimum  royalty of {***}.  If actual royalty  payments to Medical School in any
calendar year are less than the minimum royalty payment  required for that year,
Company may pay Medical School the difference between the actual royalty payment
and the minimum  royalty payment in full  satisfaction of its obligations  under
this  Section,  provided the minimum  payment is made to Medical  School  within
sixty (60) days after the conclusion of the calendar year. Waiver of any minimum
royalty  payment by  Medical  School is not a waiver of any  subsequent  minimum
royalty payment. If Company fails to make any minimum royalty payment within the
sixty-day  period,  that failure is a material breach of its  obligations  under
this  Agreement,  and Medical  School may terminate this Agreement in accordance
with  Section  8.3.  If Company is required  to pay  minimum  royalties  for any
Licensed Product under more than one license  agreement with the Medical School,
only the minimum royalty in this Section 4.6 applies.

         4.7.  Sublicense Income.  Company shall pay Medical School {***} of all
Sublicense  Income  relating  to Covered  Products  and {***} of all  Sublicense
Income  relating to  Developed  Products.  Sublicense  Income is due and payable
within sixty (60) days after  Company  receives  the  relevant  payment from the
Sublicensee.

         4.8.  Third-Party  Royalties.  If Company is legally  required  to make
royalty  payments to the Medical  School or payments to the Medical School based
on income it receives  from  Sublicensees  under any  agreement  other than this
Agreement  ("Other Medical School  Licenses") or to one or more third parties in
order to make, use, or sell Licensed  Products or to perform Licensed  Services,
Company may offset a total of fifty percent  (50%) of royalty  payments that are
made to the Medical  School  under Other  Medical  School  Licenses or to third-
parties against any payments that are due to Medical School under Section 4.5 or
4.7 in the same Royalty Period according to the following guidelines.

         (a)      Other Medical School  Licenses.  In the case of payments under
                  Other  Medical  School   Licenses  with  respect  to  Licensed
                  Products or Licensed  Services under this  Agreement,  Company
                  may reduce its payment to the Medical School under Section 4.5
                  of this Agreement for the  applicable  Royalty Period by fifty
                  percent  (50%) of the aggregate  amounts  payable for the same
                  Royalty Period under the Other Medical School Licenses (before
                  making any similar  reduction in those payments  pursuant to a
                  corresponding  reduction  clause in the Other  Medical  School
                  Licenses).

         (b)      Third Party  Payments.  In the case of payments to one or more
                  third  parties with  respect to Licensed  Products or Licensed
                  Services under this Agreement,  Company may reduce its payment
                  to the  Medical  School  under  Section  4.5 or  4.7  for  the
                  applicable Royalty Period by fifty percent (50%) of the amount
                  actually paid to third parties for the same Royalty Period.

         (c)      Calculation.  In the case of both  payments  under  the  Other
                  Medical  School  Licenses  and to  third  parties  in the same
                  Royalty  Period,  the  reduction  described in (a) above shall
                  first be made,  and then the reduction  described in (b) above
                  shall be made,  provided  that  only a pro rata  amount of the
                  reduction  described  in (b) above  shall be made  against the
                  payments  payable under this  Agreement  (with the  pro-ration
                  calculated  based on the  relative  royalty  rates  under this
                  Agreement and the Other Medical School Licenses).



                                       11
<PAGE>

         (d)      Minimum Payments.  Notwithstanding  any reductions in payments
                  made by the Company to the Medical  School  under this Section
                  4.8, in no case may royalty payments under Section 4.5 be less
                  than {***}.

         (e)      Maximum  Payments.  In the  case of  payments  to the  Medical
                  School  with   respect  to  Licensed   Products  and  Licensed
                  Services,  (i)in no case may the total royalty payments to the
                  Medical  School under  Section 4.5 of this  Agreement  and the
                  Other  Medical  School  Licenses  exceed in the  aggregate the
                  highest royalty rate that the Company has agreed to pay in any
                  one of the Other Medical School  Licenses and this  Agreement,
                  and (ii) in no case may the Sublicense  Income payments to the
                  Medical  School under  Section 4.7 of this  Agreement  and the
                  Other  Medical  School  Licenses  exceed in the  aggregate the
                  percentage  set forth in Section 4.7 of this  Agreement  (with
                  the  Addendum  to the  03-05  License  dated  April  15,  2003
                  relating to Sublicense Income being cancelled).

         (f)      Example.  By way  of  illustration  for  Section  4.5  royalty
                  payment  reductions on a Covered Product,  assume a royalty of
                  {***} of Net Sales under the Other Medical School Licenses and
                  a  payment  of  {***}  of Net  Sales  to a  third  party.  The
                  reduction calculation would be as follows:

                  (i)      The {***}  under this  Agreement  would be reduced to
                           {***} (i.e.,  a reduction of 50% of the {***} payable
                           under  the Other  Medical  School  License,  with the
                           royalty  payments  under  the  Other  Medical  School
                           License  reduced  according to their terms because of
                           the {***} royalty in this Agreement); and

                  (ii)     The  remaining  {***} would be reduced by {***} for a
                           net  royalty  to  the  Medical   School   under  this
                           Agreement of {***} (i.e., the reduction of 50% of the
                           {***} of Net  Sales  payable  to the  third  party is
                           allocated  pro rata to this  Agreement  and the Other
                           Medical  School  Licenses,  with  {***} of this {***}
                           reduction being allocated to the royalties under this
                           Agreement   (the  {***}   royalty   rate  under  this
                           Agreement  divided  by the {***}  royalty  rate under
                           this  Agreement plus the {***} royalty rate under the
                           Other  Medical  School  Licenses),  and {***} of this
                           {***}  reduction  being  allocated  to the  royalties
                           under the Other Medical School Licenses).



                                       12
<PAGE>

5. Royalty Reports; Payments; Records.

         5.1.  First Sale.  Company  shall report to Medical  School the date of
first  commercial sale of each Licensed Product and the date of first commercial
performance of each Licensed Service within thirty (30) days after occurrence in
each country.

         5.2. Reports and Payments.  Within sixty (60) days after the conclusion
of each  Royalty  Period,  Company  shall  deliver  to  Medical  School a report
containing the following information:

                  (a) the number of Licensed  Products sold to independent third
parties in each country and the number of Licensed  Products  used by Company in
the provision of Licensed Services and other services in each country;

                  (b) the number of  Licensed  Services  provided  by Company in
each country;

                  (c) the gross  sales price for each  Licensed  Product and the
gross charge for each Licensed Service by Company during the applicable  Royalty
Period in each country;

                  (d) calculation of Net Sales for the applicable Royalty Period
in each country, including a listing of applicable deductions;

                  (e)  total  royalty  payable  on Net  Sales in  United  States
dollars, together with the exchange rates used for conversion; and

                  (f) Sublicense Income due to Medical School for the applicable
Royalty Period from each Sublicensee.

If no royalties  are due to Medical  School for any Royalty  Period,  the report
shall so state.  Concurrent  with this  report,  Company  shall remit to Medical
School any payment due for the applicable Royalty Period. All reports under this
Section 5.2 are Company Confidential Information.

         5.3.  Payments in United  States  Dollars.  All payments due under this
Agreement are payable in United States dollars.  Conversion of foreign  currency
to United States  dollars shall be made at the  conversion  rate existing in the
United  States (as reported in the Wall Street  Journal) on the last working day
of the calendar quarter preceding the applicable Royalty Period.  Payments shall
be without deduction of exchange, collection, or other charges.

         5.4. Payments in Other  Currencies.  If by law,  regulation,  or fiscal
policy of a  particular  country,  conversion  into  United  States  dollars  or
transfer of funds of a  convertible  currency to the United States is restricted
or forbidden,  Company shall give Medical  School prompt  written  notice of the
restriction,  within the sixty-day  payment  deadline  described in Section 5.2.
Company shall pay any amounts due Medical School through whatever lawful methods
Medical  School  reasonably  designates.  However,  if Medical  School  fails to
designate  a payment  method  within  thirty (30) days after  Medical  School is
notified of the  restriction,  Company may deposit  payment in local currency to
the credit of Medical  School in a recognized  banking  institution  selected by
Company and  identified by written  notice to Medical  School,  and that deposit
fulfills  all  obligations  of Company to Medical  School  with  respect to that
payment.



                                       13
<PAGE>

         5.5.  Records.  Company shall maintain and shall cause its Sublicensees
to maintain  complete  and  accurate  records of Licensed  Products and Licensed
Services that are made,  used,  sold, or performed  under this Agreement and any
amounts payable to Medical School in relation to Licensed  Products and Licensed
Services,  which records shall contain sufficient  information to permit Medical
School to confirm the accuracy of any reports  delivered to Medical School under
Section 5.2. The relevant party shall retain records relating to a given Royalty
Period for at least three (3) years after the conclusion of that Royalty Period,
during which time Medical School shall have the right, at its expense,  to cause
its internal  accountants  or an  independent,  certified  public  accountant to
inspect  records during normal  business hours for the sole purpose of verifying
any reports and payments delivered under this Agreement.  The accountant may not
disclose to Medical School any information  other than  information  relating to
accuracy of reports and payments  delivered  under this  Agreement.  The parties
shall reconcile any  underpayment  or overpayment  within thirty (30) days after
the accountant  delivers the results of the audit.  If any audit performed under
this  Section  reveals an  underpayment  in excess of ten  percent  (10%) in any
Royalty  Period,  Company shall bear the full cost of the audit.  Medical School
may  exercise  its rights  under this Section only once every year and only with
reasonable prior notice to Company.

         5.6.  Late  Payments.  Any  payments by Company that are not paid on or
before the date  payments  are due under this  Agreement  bear  interest  to the
extent  permitted  by law at two  percentage  points  above  the  Prime  Rate of
interest as reported in the Wall Street Journal on the date payment is due, with
interest calculated based on the number of days that payment is delinquent.

         5.7.  Method of Payment.  All payments under this  Agreement  should be
made to the  "University of  Massachusetts"  and sent to the address  identified
below.  Each payment should reference this Agreement and identify the obligation
under this Agreement that the payment satisfies.

         5.8. Withholding and Similar Taxes. Royalty payments and other payments
due to Medical  School  under this  Agreement  shall be reduced by reason of any
withholding  or similar taxes  applicable to payments to Medical  School,  which
shall be paid by Company as  required  by  applicable  law and  reported  to the
Medical School.

6. Patents and Infringement.

         6.1.  Responsibility  for Medical School Patent Rights.  Medical School
has  primary  responsibility  at the  expense  of Company  for the  preparation,
filing, prosecution,  and maintenance of all Medical School Patent Rights, using
patent counsel  reasonably  acceptable to Company.  Medical School shall consult
with Company as to the preparation,  filing, prosecution, and maintenance of all
Patent Rights  reasonably prior to any deadline or action with the United States
Patent & Trademark Office or any foreign patent office and shall furnish Company
with copies of relevant documents reasonably in advance of consultation.



                                       14
<PAGE>

         6.2.  Cooperation.  Company shall cooperate  fully in the  preparation,
filing, prosecution, and maintenance of all Patent Rights. Cooperation includes,
without  limitation,  (a)  promptly  executing  all  papers and  instruments  or
requiring  employees of Company to execute papers and  instruments as reasonable
and appropriate to enable Medical School to file, prosecute, and maintain Patent
Rights in any country;  and (b) promptly informing the Medical School of matters
that may affect the preparation,  filing,  prosecution, or maintenance of Patent
Rights (such as,  becoming aware of an additional  inventor who is not listed as
an inventor in a patent application).

         6.3.  Payment of Expenses.  On the signing of this Amended and Restated
License  Agreement,  Company shall pay the Medical School  Thirty-Five  Thousand
Nine Hundred Four Dollars  ($35,904) to reimburse  Medical School for its actual
expenses  incurred  as of that date in  connection  with  obtaining  the  Patent
Rights.  Within thirty (30) days after Medical School invoices Company,  Company
shall  reimburse  Medical  School for all  patent-related  expenses  incurred by
Medical School pursuant to Section 6.1., including one-half (1/2) of any amounts
for  patent-related  expenses  repaid  by  Medical  School  to  a  company  that
previously  held an option to the Patent Rights.  Company may elect,  upon sixty
(60) days' written  notice to Medical  School,  to cease payment of the expenses
associated  with  obtaining or  maintaining  patent  protection  for one or more
Patent Rights in one or more  countries.  If Company  elects to cease payment of
any patent expenses,  Company loses all rights under this Agreement with respect
to the particular Patent Rights.

         6.4.  Abandonment.  If Medical  School desires to abandon any patent or
patent  application  within the Patent  Rights,  Medical  School  shall  provide
Company with  reasonable  prior written  notice of the intended  abandonment  or
decline of  responsibility,  and, in that case,  Company  has the right,  at its
expense, to prepare, file, prosecute, and maintain the relevant Patent Rights.

         6.5.  Grant back.  The Company  agrees that for any patent  rights,  as
defined in the sponsored research agreement that implements Company's obligation
in Section  3.1(e),  that it has not  licensed,  the Company  grants back to the
Medical School,  without limiting in any way its rights under this Agreement,  a
non-exclusive  license to the Patent Rights in order that the Medical School may
license the patent rights from the sponsored research to third parties.  Medical
School  shall pay  Company  {***} or {***} for  Covered  Products  or  Developed
Products,  respectively,  of any  revenues  or other  consideration  received by
Medical  School  with  respect  to any  patent  rights  granted  back by Company
pursuant to this Section 6.5.

         6.6. Infringement.

                  (a) Notification of Infringement. Each party agrees to provide
written  notice  to  the  other  party  promptly  after  becoming  aware  of any
infringement of the Patent Rights.

                  (b) Company  Right to  Prosecute.  So long as Company  remains
the only  licensee of the Patent Rights and  Biological  Materials in the Field,
Company may,  under its own control and at its own expense,  prosecute any third
party infringement of the Patent Rights in the Field or, together with licensees
of the Patent  Rights in other fields (if any),  defend the Patent Rights in any
declaratory  judgment action brought by a third party which alleges  invalidity,
unenforceability,  or infringement of the Patent Rights. Prior to commencing any
action,  Company shall consult with Medical  School and shall consider the views


                                       15
<PAGE>

of Medical  School  regarding the  advisability  of the proposed  action and its
effect  on the  public  interest.  Company  may not enter  into any  settlement,
consent  judgment,  or other  voluntary  final  disposition of any  infringement
action  under  this  Subsection  without  the prior  written  consent of Medical
School, which consent may not be unreasonably  withheld or delayed. Any recovery
obtained in an action under this Subsection shall be distributed as follows: (i)
each  party  shall  be  reimbursed  for  any  expenses  incurred  in the  action
(including  the amount of any royalty  payments  withheld from Medical School as
described below);  (ii) as to ordinary damages,  Company shall receive an amount
equal to its lost  profits  or a  reasonable  royalty  on the  infringing  sales
(whichever   measure  of  damages  the  court   applied),   less  a   reasonable
approximation of the royalties that Company would have paid to Medical School if
Company had sold the infringing products and services rather than the infringer;
and (iii) as to special or punitive damages,  the parties shall share equally in
any award.  Company may offset a total of fifty  percent  (50%) of any  expenses
incurred under this Subsection  against any payments due to Medical School under
this Agreement. However, payments under Section 4.5 and 4.7 may never be reduced
by more than fifty percent (50%) in any Royalty Period.

                  (c) Medical  School as  Indispensable  Party.  Medical  School
shall permit any action under this Section to be brought in its name if required
by law,  provided that Company shall hold Medical  School  harmless from, and if
necessary indemnify Medical School against,  any costs,  expenses,  or liability
that Medical School may incur in connection with the action.

                  (d) Medical  School Right to  Prosecute.  If Company  fails to
initiate an infringement  action within a reasonable time after it first becomes
aware of the basis for the action,  or to answer a declaratory  judgment  action
within a reasonable time after the action is filed, Medical School may prosecute
the  infringement  or answer  the  declaratory  judgment  action  under its sole
control and at its sole  expense,  and any recovery  obtained  shall be given to
Medical School.

                  (e) Cooperation.  Both parties shall to cooperate fully in any
action under this Section 6.6 which is controlled  by the other party,  provided
that the controlling  party  reimburses the  cooperating  party promptly for any
costs  and  expenses  incurred  by the  cooperating  party  in  connection  with
providing assistance.

7. Confidential Information; Publications; Publicity.

         7.1. Confidential Information.

                  (a) Designation. Confidential Information that is disclosed in
writing shall be marked with a legend  indicating its confidential  status (such
as, "Confidential" or "Proprietary"). Confidential Information that is disclosed
orally or  visually  shall be  documented  in a written  notice  prepared by the
Disclosing Party and delivered to the Receiving Party within thirty (30) days of
the date of disclosure.  The notice shall summarize the Confidential Information
disclosed to the Receiving Party and reference the time and place of disclosure.

                  (b)  Obligations.  For  a  period  of  five  (5)  years  after
disclosure of any portion of Confidential Information, the Receiving Party shall
(i) maintain Confidential  Information in confidence,  except that the Receiving


                                       16
<PAGE>

Party may disclose or permit the disclosure of any  Confidential  Information to
its trustees or directors,  officers,  employees,  consultants, and advisors who
are obligated to maintain the  confidential  nature of Confidential  Information
and  who  need  to  know  Confidential  Information  for  the  purposes  of this
Agreement;  (ii) use  Confidential  Information  solely for the purposes of this
Agreement;  and (iii) allow its  trustees  or  directors,  officers,  employees,
consultants,  and advisors to reproduce the Confidential Information only to the
extent  necessary  for the purposes of this  Agreement,  with all  reproductions
being Confidential Information.

                  (c)  Exceptions.  The obligations of the Receiving Party under
Subsection 7.1.(b) above do not apply to the extent that the Receiving Party can
demonstrate that Confidential  Information (i) was in the public domain prior to
the time of its disclosure under this Agreement;  (ii) entered the public domain
after the time of its disclosure  under this Agreement  through means other than
an  unauthorized  disclosure  resulting from an act or omission by the Receiving
Party;  (iii) was  independently  developed or discovered by the Receiving Party
without use of the  Confidential  Information;  (iv) is or was  disclosed to the
Receiving  Party  at any  time,  whether  prior  to or  after  the  time  of its
disclosure  under  this  Agreement,   by  a  third  party  having  no  fiduciary
relationship   with  the   Disclosing   Party  and  having  no   obligation   of
confidentiality with respect to the Confidential Information; or (v) is required
to be disclosed to comply with applicable laws or regulations or with a court or
administrative  order,  provided that the Disclosing  Party receives  reasonable
prior written notice of the disclosure.

                  (d) Ownership and Return.  The  Receiving  Party  acknowledges
that the Disclosing  Party (or a third party  entrusting its own  information to
the Disclosing Party) owns the Confidential Information in the possession of the
Receiving  Party.  Upon expiration or termination of this  Agreement,  or at the
request  of the  Disclosing  Party,  the  Receiving  Party  shall  return to the
Disclosing Party all originals,  copies, and summaries of documents,  materials,
and other tangible manifestations of Confidential  Information in the possession
or control of the Receiving  Party,  except that the Receiving  Party may retain
one copy of the Confidential  Information in the possession of its legal counsel
solely for the purpose of monitoring its obligations under this Agreement.

         7.2.  Publications.  Medical  School  and  its  employees  are  free to
disclose publicly (through journals,  lectures, or otherwise) the results of any
research  relating  to the Field or the  subject  matter of the  Patent  Rights,
except as otherwise  provided by written  agreement  between  Medical School and
Company (e.g., a sponsored research agreement).

         7.3.  Publicity  Restrictions.  Company may not use the name of Medical
School  or any of its  trustees,  officers,  faculty,  students,  employees,  or
agents,  or any adaptation of their names, or any terms of this Agreement in any
promotional  material or other public  announcement  or  disclosure  without the
prior written consent of Medical School. The foregoing notwithstanding,  Company
may  disclose  that  information  without the  consent of Medical  School in any
prospectus,  offering  memorandum,  or other  document  or  filing  required  by
applicable securities laws or other applicable law or regulation,  provided that
Company  provides  Medical School at least ten (10) days prior written notice of
the proposed text for the purpose of giving  Medical  School the  opportunity to
comment on the text.



                                       17
<PAGE>

8. Term and Termination.

         8.1. Term.  This Agreement  commences on the Effective Date and remains
in effect  until (a) the  expiration  of all  issued  patents  within the Patent
Rights or (b) for a period of ten (10)  years  after  the  Effective  Date if no
patents have issued within the Patent Rights within that ten-year period, unless
earlier terminated in accordance with the provisions of this Agreement.

         8.2.  Voluntary  Termination  by Company.  Company may  terminate  this
Agreement for any reason upon ninety (90) days prior  written  notice to Medical
School.

         8.3. Termination for Default. If either party commits a material breach
of its  obligations  under this  Agreement  and fails to cure that breach within
sixty (60) days after  receiving  written notice of the breach,  the other party
may terminate  this  Agreement  immediately  upon written notice to the party in
breach.  If the alleged  breach  involves  nonpayment of any amounts due Medical
School under this Agreement, Company has only one opportunity to cure a material
breach for which it receives notice as described above. Any subsequent  material
breach by Company  will  entitle  Medical  School to  terminate  this  Agreement
immediately upon written notice to Company, without the sixty-day cure period.

         8.4. Force Majeure.  Neither party is responsible for delays  resulting
from causes beyond its reasonable  control,  including without  limitation fire,
explosion,  flood, war, strike, or riot,  provided that the nonperforming  party
uses  commercially  reasonable  efforts  to  avoid or  remove  those  causes  of
nonperformance  and continues  performance  under this Agreement with reasonable
dispatch whenever the causes are removed.

         8.5.  Effect of  Termination.  The  following  provisions  survive  the
expiration or  termination of this  Agreement:  Articles 1 and 9; Sections 3.2.,
3.5., 5.2.  (obligation to provide final report and payment),  5.5., 6.3., 7.1.,
7.3., 8.5., and 10.9. Upon the early termination of this Agreement,  Company and
its Affiliates and Sublicensees may complete and sell any  work-in-progress  and
inventory  of  Licensed  Products  and  Licensed  Services  that exist as of the
effective date of  termination,  provided that (a) Company is current in payment
of all amounts due Medical School under this Agreement, (b) Company pays Medical
School  the  applicable  royalty  and  Sublicense  Income  payments  on sales of
Licensed  Products and Licensed  Services in  accordance  with the terms of this
Agreement, and (c) Company and its Affiliates and Sublicensees complete and sell
all  work-in-progress  and inventory of Licensed  Products and Licensed Services
within six (6) months after the effective date of termination.

9. Dispute Resolution.

         9.1. Procedures  Mandatory.  The parties agree that any dispute arising
out of or relating  to this  Agreement  will be resolved  solely by means of the
procedures  set forth in this  Article,  and that  these  procedures  constitute
legally binding  obligations that are an essential  provision of this Agreement.
However,  all procedures and deadlines specified in this Article may be modified
by written  agreement  of the  parties.  If either  party  fails to observe  the
procedures of this Article,  as modified by their written  agreement,  the other
party may bring an action for  specific  performance  in any court of  competent
jurisdiction.



                                       18
<PAGE>

         9.2. Dispute Resolution Procedures.

                  (a) Negotiation. In the event of any dispute arising out of or
relating to this Agreement, the affected party shall notify the other party, and
the parties  shall  attempt in good faith to resolve the matter  within ten (10)
days after the date of notice (the "Notice Date").  Any disputes not resolved by
good faith discussions shall be referred to senior executives of each party, who
shall meet at a mutually  acceptable  time and location  within thirty (30) days
after the Notice Date and attempt to negotiate a settlement.

                  (b) Mediation.  If the matter remains  unresolved within sixty
(60) days after the Notice Date, or if the senior executives fail to meet within
thirty (30) days after the Notice Date, either party may initiate mediation upon
written  notice to the other party,  whereupon both parties shall to engage in a
mediation proceeding under the then current CPR Institute for Dispute Resolution
("CPR") Model Procedure for Mediation of Business Disputes, except that specific
provisions  of this Section  override  inconsistent  provisions of the CPR Model
Procedure. The mediator will be selected from the CPR Panels of Neutrals. If the
parties  cannot agree upon the  selection of a mediator  within ninety (90) days
after the Notice  Date,  then upon the  request of either  party,  the CPR shall
appoint the mediator.  The parties shall attempt to resolve the dispute  through
mediation  until one of the  following  occurs:  (i) the parties reach a written
settlement;  (ii) the  mediator  notifies  the parties in writing that they have
reached an impasse; (iii) the parties agree in writing that they have reached an
impasse;  or (iv) the parties have not reached a  settlement  within one hundred
twenty (120) days after the Notice Date.

                  (c) Trial  Without  Jury.  If the parties  fail to resolve the
dispute  through  mediation,  or if neither party elects to initiate  mediation,
each  party may pursue  any other  remedies  legally  available  to resolve  the
dispute.  However,  the parties expressly waive the right to a jury trial in the
legal proceeding under this Section.

         9.3. Preservation of Rights Pending Resolution.

                  (a)  Performance  to  Continue.  Each party shall  continue to
perform its  obligations  under this Agreement  pending final  resolution of any
dispute  arising  out of or  relating to this  Agreement.  However,  a party may
suspend  performance  of its  obligations  during  any period in which the other
party fails or refuses to perform its obligations.

                  (b) Provisional Remedies. Although the procedures specified in
this Article are the exclusive procedures for resolution of disputes arising out
of or relating to this Agreement, either party may seek a preliminary injunction
or other  provisional  equitable  relief if, in its  reasonable  judgment,  that
action is  necessary  to avoid  irreparable  harm to itself or to  preserve  its
rights under this Agreement.

                  (c)  Statute  of  Limitations.  The  parties  agree  that  all
applicable statutes of limitation and time-based defenses (such as, estoppel and
laches) are tolled while the  procedures  set forth in  Subsections  9.2.(a) and
9.2(b) are pending.  The parties shall take any actions  necessary to effectuate
this result.



                                       19
<PAGE>

10. Miscellaneous.

         10.1.  Representations  and Warranties.  Medical School represents that
its employees  have assigned to Medical  School their entire right,  title,  and
interest in the Patent  Rights and that it has authority to grant the rights and
licenses set forth in this Agreement,  and that, to its best knowledge,  Medical
School  does not hold any  other  intellectual  property  rights  that  would be
infringed by the  exploitation  of the Patent  Rights.  MEDICAL  SCHOOL MAKES NO
OTHER  WARRANTIES  CONCERNING  THE  PATENT  RIGHTS,   RELATED  TECHNOLOGY,   AND
BIOLOGICAL  MATERIALS,  INCLUDING  WITHOUT  LIMITATION  ANY  EXPRESS  OR IMPLIED
WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR  PURPOSE.  Specifically,
Medical School makes no warranty or representation (a) regarding the validity or
scope of the Patent Rights,  (b) that the  exploitation  of the Patent Rights or
any Licensed  Product or Licensed Service will not infringe any patents or other
intellectual  property rights of a third party,  and (c) that any third party is
not currently infringing or will not infringe the Patent Rights.

         10.2.  Compliance with Law and Policies.  Company agrees to comply with
applicable  law and the  policies  of Medical  School in the area of  technology
transfer and shall promptly  notify Medical School of any violation that Company
knows or has reason to believe has  occurred or is likely to occur.  The Medical
School policies  currently in effect at the Medical School are the  Intellectual
Property  Policy,  Policy on  Conflicts  of Interest  Relating  to  Intellectual
Property and Commercial  Ventures,  and Policy on Faculty Consulting and Outside
Activities.  The Medical  School  policies  currently in effect at the Worcester
campus are listed on the http://www.umassmed.edu web site.

         10.3. Tax-Exempt Status. Company acknowledges that Medical School, as a
public   institution  of  the  Commonwealth  of  Massachusetts,   is  an  exempt
organization  under the United States Internal Revenue Code of 1986, as amended.
Company  also  acknowledges  that  certain  facilities  in  which  the  licensed
inventions were developed may have been financed through offerings of tax-exempt
bonds.  If the Internal  Revenue  Service  determines,  or if counsel to Medical
School reasonably  determines,  that any term of this Agreement  jeopardizes the
tax-exempt  status of Medical School or the bonds used to finance Medical School
facilities,  the  relevant  term is invalid and shall be modified in  accordance
with Section 10.11.

         10.4.  Counterparts.  This  Agreement  may be  executed  in one or more
counterparts,  each of which is an original,  and all of which  together are one
instrument.

         10.5. Headings. All headings are for convenience only and do not affect
the meaning of any provision of this Agreement.

         10.6. Binding Effect.  This Agreement is binding upon and inures to the
benefit of the parties and their respective permitted successors and assigns.

         10.7.  Assignment.  Neither party may assign this Agreement without the
prior written consent of the other party,  which consent may not be unreasonably
withheld,  except that Company may assign this Agreement to an Affiliate or to a
successor  in  connection  with  the  merger,  consolidation,  or sale of all or
substantially  all of its assets or that  portion of its  business to which this
Agreement relates.



                                       20
<PAGE>

         10.8.   Amendment   and  Waiver.   This   Agreement   may  be  amended,
supplemented, or otherwise modified only by means of a written instrument signed
by both  parties.  Any  waiver of any  rights or  failure  to act in a  specific
instance  relates  only to that  instance  and is not an  agreement to waive any
rights or fail to act in any other instance.

         10.9.  Governing Law. This Agreement shall be governed by and construed
in accordance with the laws of the Commonwealth of Massachusetts irrespective of
any conflicts of law principles.

         10.10.  Notice.  Any notices required or permitted under this Agreement
shall be in writing,  shall specifically  refer to this Agreement,  and shall be
sent by recognized  national overnight courier, or registered or certified mail,
postage prepaid, return receipt requested, to the following addresses:

If to Medical School:

Office of Commercial Ventures and
  Intellectual Property
University of Massachusetts
55 Lake Avenue North
Worcester, MA  01655

Attention:        Chester A. Bisbee
                  Acting Director

If to Company:

CytRx Corporation
Suite 650
11726 San Vicente Blvd.
Los Angeles, CA 90049

Attention:        Steven A. Kriegsman
                  Chief Executive Officer


All notices under this Agreement are effective upon receipt.  A party may change
its contact  information  immediately  upon written notice to the other party in
the manner provided in this Section.

         10.11. Severability. If any provision of this Agreement is held invalid
or unenforceable  for any reason,  the invalidity or  unenforceability  does not
affect any other provision of this Agreement, and the parties shall negotiate in
good faith to modify the  Agreement to preserve (to the extent  possible)  their
original intent. If the parties fail to reach a modified  agreement within sixty
(60) days after the relevant  provision is held invalid or  unenforceable,  then
the dispute shall be resolved in  accordance  with the  procedures  set forth in
Article 9. While the  dispute is pending  resolution,  this  Agreement  shall be
construed as if the provision were deleted by agreement of the parties.

         10.12.  Entire  Agreement.   This  Agreement   constitutes  the  entire
agreement  between the parties with respect to its subject matter and supersedes
all prior  agreements  or  understandings  between the  parties  relating to its
subject matter.



                                       21
<PAGE>

         The parties  have caused  this  Agreement  to be executed by their duly
authorized representatives as of the date hereof.

UNIVERSITY OF MASSACHUSETTS



By: /s/ Chester A. Bisbee
    -----------------------------------------
    Chester A. Bisbee
    Acting Director, Office of Commercial
    Ventures and Intellectual Property


Date: 9-15-03
      ---------------------------------------


CYTRX  CORPORATION



By: /s/ Steven A. Kreigsman
    -----------------------------------------
    Steven A. Kriegsman
    Chief Executive Officer

Date: 9-15-03
      ---------------------------------------



                                       22
<PAGE>




                                    EXHIBIT A

                 List of Patent Rights and Biological Materials


Patent Rights

Docket No.: UMMC 03-05

United  States  Provisional   Patent  Application  Serial  number:   60/432,427,
entitled: " Method of Introducing SI RNA into adipocytes," filed on December 11,
2002, Michael P. Czech, Qionglin Zhou and Zhen Jiang inventors.

Docket No.: UMMC 03-37 and UMMC 01-31

United States Provisional Patent  Application No. 60/242,379,  entitled:  "Genes
Expressed in Type II diabetes and Uses Thereof," filed October 20, 2000, Michael
Czech, inventor and United States Patent Application 10/021,162, PCT/US01/49451,
and Europe  National Phase  application  01987792.7 that claim priority from the
provisional application, filed October 22, 2001.

Docket No. UMMC 02-38

United  States  Patent  Application,  entitled  "Database  of Genes  Related  to
Diabetes and Obesity," being drafted.

Docket No. UMMC 03-134

United  States  Patent  application   entitled  "Methods  and  Compositions  for
Controlling Appetite and Modulating Insulin Sensitivity," filed June 19, 2003.

Docket No. UMMC 93-09

United States Patent 5,989,893,  entitled "Receptor-Activated Reporter Systems,"
filed


Biological Materials

Protein or cDNA of the following enzymes:

Fatty Acid Synthase
Malic enzyme
Acetyl CoA Carboxylase
ATP Citrate Lyase