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[CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR THE PORTIONS OF THIS EXHIBIT
MARKED WITH ASTERIKS (***).]

                                                                   EXHIBIT 10.7

================================================================================

                               LICENSE AGREEMENT

                                    between

                             ALFA WASSERMANN S.p.A

                                      and

                                  PARTEC LTD

================================================================================


<PAGE>


                      Addendum No. 1 to License Agreement
                      -----------------------------------

This addendum (hereinafter referred to as this "Addendum"), effective as of
December 11, 1998, is entered into by and between ALFA WASSERMAN S.p.A., an
Italian company with registered offices in Contrada Sant'Emidio s/n, 65020
Alanno Scalo (PE) (the "Licensor") and PARTEC Ltd., a company duly organized and
existing under the laws of the State of Israel with registered offices in Jaffa
Road, Sha'arei Ha'ir, Jerusalem 94383 Israel (the "Company").

WHEREAS the Licensor and the Company executed a License Agreement (the
"Agreement") on November 12, 1998, pursuant to which the Company was given an
exclusive license as set forth in Article 2 of the Agreement, such exclusivity
being limited to the United States, Canada, Japan, Australia, New Zealand and
South Africa (the "Territory");

WHEREAS the parties desire to expand the definition of the Territory as set
forth in this Addendum; and

WHEREAS the Agreement also incorrectly described several of the patents being
licensed to the Company.

NOW, THEREFORE, it is agreed as follows:

1.    Paragraph 1.8 of the Agreement shall be amended as follows:

      "Territory" shall mean the United States, Canada, Japan, Australia, New
      Zealand, South Africa and Israel.

2.    The following changes shall be made in Schedule A to the Agreement:

          a.    In paragraph 7, change "-L-galacturonic acid" to
                "(alpha)-L-galacturonic acid."

          b.    In paragraph 8, change "Hepatran" to "Heparan" and "(alpha)-
                Liduronic-20-sulface acid" to "(alpha)-Liduronic-2-0-sulfate
                acid."

          c.    In paragraph 10, change "Neuropathy" to "Nephropathy."

3.    All other provisions of the Agreement shall remain as set forth in the
      Agreement.

IN WITNESS WHEREOF, the parties hereto have executed this Addendum in triplicate
by proper persons thereunto duly authorized.

COMPANY                                 LICENSOR


By: /s/ Andrea Golinelli                By: /s/ Morris Laster
    -----------------------------           --------------------------
Name: Andrea Golinelli                  Name: Morris Laster
Title: General Manager                  Title: CEO
       International Division
       Alfa Wasserman SpA
<PAGE>

                                     INDEX
                           of the LICENSE AGREEMENT
                                    between
                             ALFA WASSERMANN S.p.a
                                      and
                                  PARTEC LTD

LICENSE AGREEMENT ...........................................................  1
ARTICLE 1 - DEFINITIONS .....................................................  1
ARTICLE 2 - GRANT ...........................................................  3
ARTICLE 3 - DUE DILIGENCE ...................................................  5
ARTICLE 4 - ROYALTIES AND OTHER CONSIDERATION ...............................  5
ARTICLE 5 - REPORTS AND RECORDS .............................................  8
ARTICLE 6 - PATENT PROSECUTION AND MAINTENANCE ..............................  9
ARTICLE 7 - TERMINATION ..................................................... 10
ARTICLE 8 - ARBITRATION ..................................................... 11
ARTICLE 9 - INFRINGEMENT AND OTHER ACTIONS .................................. 12
ARTICLE 10 - LIMITATION OF LIABILITY, INDEMNITY ............................. 13
ARTICLE 11 - ASSIGNMENT ..................................................... 14
ARTICLE 12 - PAYMENT OF FEES AND EXPENSES ................................... 14
ARTICLE 13 - USE OF NAMES AND PUBLICATION ................................... 14
ARTICLE 14 - PAYMENTS, NOTICES AND OTHER COMMUNICATIONS ..................... 15
ARTICLE 15 - CONFIDENTIALITY ................................................ 16
ARTICLE 16 - MISCELLANEOUS PROVISIONS ....................................... 17
SCHEDULE A ..................................................................  a
SCHEDULE B ..................................................................  i
SCHEDULE C ..................................................................  i
SCHEDULE D ..................................................................  i
<PAGE>

                               LICENSE AGREEMENT
                               -----------------

This License Agreement (hereinafter referred to as this "Agreement"), effective
as of November 12, 1998 (the "Effective Date"), is entered into by and between
ALFA WASSERMANN S.p.A, an Italian company with registered office in Contrada
Sant'Emidio s/n 65020 Alanno Scalo (PE), (the "Licensor") and PARTEC Ltd., a
corporation duly organized and existing under the laws of the State of Israel
with registered office in Jaffa Road, Shar'Arei Ha'ir, Jerusalem, 94383, (the
"Company").

WHEREAS, the Licensor is the owners of the Patents and Patent Applications set
forth in Schedule A attached hereto, which are based on inventions and
confidential information discovered by the Licensor (the "Invention"); and

WHEREAS, the Licensor may discover or develop additional intellectual property,
technical information or proprietary rights that may be subject to the terms of
this Agreement; and

WHEREAS, the Company now desires to obtain a license to the Invention and to any
further developments to the Invention, upon the terms and conditions hereinafter
set forth,

NOW, THEREFORE, it is agreed as follows:

ARTICLE 1 - DEFINITIONS
-----------------------

For the purposes of this License Agreement, the following words and phrases
shall have the following meanings:

1.1   "Affiliate" shall mean, with respect to any Entity (as hereinafter
      defined), any Entity that directly or indirectly controls, is controlled
      by, or is under common control with such Entity.

1.1.1 "Control" shall mean, for this purpose, direct or indirect control of more
      than fifty percent (50%) of the voting securities of an Entity or, if such
      Entity does not have outstanding voting securities, more than 50% of the
      directorships or similar positions with respect to such Entity.

1.1.2 "Entity" shall mean any corporation, association, joint venture,
      partnership, trust, university, business, individual, government or
      political subdivision thereof, including an agency, or any other
      organization that can exercise independent legal standing.

1.2   "Patent Rights" shall mean all patents and patent applications set forth
      in Schedule A;

                                       1
<PAGE>

1.2.1 Any other patent applications and/or patents together with any and all
      patents issuing thereon including continuation, divisionals and re-issue
      applications and continuation-in-part applications and any patents granted
      upon such applications, based upon inventions or improvements discovered
      by Licensors any and all of which shall be deemed added to Schedule A;

1.2.2 Any later-filed patent applications based on the patent applications
      and/or patents listed in Schedule A, or corresponding thereto, including
      any continuations, continuations-in-part, divisionals, reissues,
      reexaminations, or extensions thereof;

1.2.3 Any patents issuing from any of the foregoing; and

1.2.4 Any trademark applications filed by or on behalf of the Licensors related
      to the Invention. The Licensor reserves the rights to decide whether to
      allow the Company to use its trademarks/tradenames already filed/used
      outside the Territory within one year from the execution of this
      Agreement. It would be the Company's obligation to file and keep alive, at
      its own costs and responsibility, any trademark of any Licensed Products
      in the Territory.

1.3   "Know-how" shall mean all tangible information (other than that contained
      in the Patent Rights) whether patentable or not (but which has not been
      patented) and physical objects related to the Invention or to a Licensed
      Product (as defined below), including but not limited to formulations,
      materials, data, drawings and sketches, designs, testing and test results,
      and regulatory information of a like nature, owned by the Licensor on or
      after the Effective Date, which the Licensor has the right to disclose and
      license to the Company.

1.4   "Licensed Product(s)" shall mean:

1.4.1 Any product which is covered in whole or in part by a valid and unexpired
      claim contained in the Patent Rights in the country in which the product
      is made, used, leased or sold;

1.4.2 Any product which is manufactured using a process which is covered in
      whole or in part by a valid and unexpired claim contained in the Patent
      Rights in the country in which the process is used;

1.4.3 Any product which is used according to a method which is covered in whole
      or in part by a valid and unexpired claim contained in the Patent Rights
      in the country in which the method is used.

1.5   "Licensed Process(es)" shall mean any process or method, which is covered,
      in whole, or in part, by a valid and unexpired claim contained in the
      Patent Rights in the country in which the process or method is used.

                                       2
<PAGE>

1.6      "Net Sales" shall mean the sum of all sales prices invoiced or
         otherwise charged on final sale of Licensed Products or practice of
         Licensed Processes by or on behalf of the Company or any of its
         Affiliates, less only the sum of the following:

1.6.1    Usual cash and trade discounts to customers;

1.6.2    Sales, tariff duties, use taxes, sales taxes, excise taxes, value-added
         taxes and/or other taxes directly imposed and with reference to
         particular sales;

1.6.3    Delivery charges;

1.6.4    Amounts allowed or credited on returns; and

1.6.5    Social insurance discounts.

1.7      "Field of Use" shall mean the use of the Invention for the treatment of
         diabetic nephropathy, diabetic neuropathy and diabetic retinopathy.

1.7(a)   The "Field of Not Novel Indications" shall mean: aterosclerosis,
         peripheral arterial obstructive disease, venous leg ulcer, cerebral
         vascular disease, myocardial infarction, lymphedema, idiopatic
         urticaria and interstitial cystitis.

1.8      "Territory" shall mean the United States, Canada, Japan, Australia, New
         Zealand and South Africa

ARTICLE 2 - GRANT
-----------------

2.1      The Licensor hereby grants to the Company and the Company accepts,
         subject to the terms and conditions of this Agreement, an exclusive
         license in the Territory to practice under the Patent Rights and to
         utilize the Know-how in the Field of Use, and to register, make, have
         made, lease, use, market and/or sell Licensed Products and to practice
         Licensed Processes, until expiration or termination of the Patent
         Rights as hereinafter provided.

2.2      To the Licensor's knowledge and belief, the Licensor has all right,
         title, and interest in and to the Patent Rights, including exclusive,
         absolute, irrevocable right, title and interest thereto, free and clear
         of all liens, charges, encumbrances or other restrictions or
         limitations of any kind whatsoever and to the Licensor's knowledge and
         belief there are no licenses, options, restrictions, liens, rights of
         third parties, disputes, royalty obligations, proceedings or claims
         relating to, affecting, or limiting its rights or the rights of the
         Company under this Agreement with respect to, or which may lead to a
         claim of infringement or invalidity regarding, any part or all of the
         Patent Rights and their use as contemplated in the underlying patent
         applications as presently drafted.

                                       3
<PAGE>

2.3      To the Licensor's knowledge and belief there is no claim, pending or
         threatened, of infringement, interference or invalidity regarding, any
         part or all of the Patent Rights and their use as contemplated in the
         underlying patent applications as presently drafted.

2.4      The Licensor has disclosed certain information to the Company subject
         to the terms of the Confidentiality Agreement entered into prior to the
         execution of this Agreement, some of which information may have been
         made available to the public without restriction. Accordingly, attached
         hereto as Schedule B is a list of all prior written publications, oral
         presentations and any other public disclosure of the Patent Rights
         and/or information covered by Know-how.

2.5      The Licensor hereby grants to the Company the right to grant
         sublicenses to third-parties under the license granted hereunder.

2.5.1    Within 30 days after execution or receipt thereof, as applicable, the
         Company shall provide the Licensor with a copy of each sublicense
         issued hereunder and shall deliver copies of all royalty reports
         received by the Company from such sublicensees.

2.5.2    Upon termination of this Agreement other than by expiration in
         accordance with paragraph 7.6, any and all sublicenses shall survive
         such termination provided that the Company's commitments to such
         sublicensees shall not exceed the Company's rights from the Licensor
         pursuant to this Agreement.

2.6      The Licensor shall, within 75 days of the development thereof, provide
         the Company with any and all Know-how related to the Invention that the
         Licensor develops at any time subsequent to the Effective Date
         ("Subsequent Indication"). The Licensor hereby grants to the Company
         the right to use any such Subsequent Indication in the Territory
         pursuant to the terms of this Agreement.

2.7      At the request of the Company, the Licensor agrees to use its good
         relationship with Opocrin S.p.A., Via Pacinotti 3, 41040 Corlo di
         Formigine (Modena), Italy, to aid the Company in securing the
         production of sulodexide.

2.8      The Licensor acknowledges and agrees that any use of the Invention
         outside the Field of Use for any indication other than intraperitoneal
         dialysis and the Field of Not Novel Indications that is discovered by
         the Company shall be and remain the property of the Company and the
         Company shall enjoy exclusive, worldwide rights to such indication.

                                       4
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2.9      The Company hereby grants to the Licensor right of first negotiation
         for a period of 90 days to negotiate in good faith a license agreement
         for use of the Invention for any new indication (other than
         intraperitoneal dialysis) discovered by the Company during the Term of
         this Agreement.

ARTICLE 3 - DUE DILIGENCE
-------------------------

The Company shall use its reasonable best efforts to bring Licensed Products or
Licensed Processes to market through a thorough, vigorous and diligent
development program of commercial exploitation of the Patent Rights and
Know-how, including compliance with the milestones set forth in Schedule C. The
Company shall continue active, diligent marketing efforts for the Licensed
Products or Licensed Processes throughout the life of this Agreement.

ARTICLE 4 - ROYALTIES AND OTHER CONSIDERATION
---------------------------------------------

4.1      In consideration of the rights, privileges and license granted
         hereunder, the Company shall pay to the Licensor as set forth in, and
         in accordance with the provisions of, this Article 4 until termination
         or expiration of this Agreement pursuant to Article 7 hereof.

4.2      The Company shall pay to the Licensor and/or its representatives a
         non-refundable quarterly royalty in an amount equal to *** of Net
         Sales by the Company, or any Affiliate of the Company, of Licensed
         Products or Licensed Processes covered by at least one issued and
         unexpired claim under the Patent Rights.

4.3      The Company shall pay to the Licensor a non-refundable quarterly
         royalty in an amount equal to the lesser of (a) *** of the royalties
         received by Licensee or its Affiliate from sales by any sublicensee of
         Licensed Products or Licensed Processes and (b) *** of Net Sales by any
         such sublicensee.

4.4      In addition, the Company shall pay to the Licensor *** of all lump-sum
         payments received by the Company or an Affiliate from its sublicensees
         for the use, lease or sale of Licensed Products and Licensed Processes,
         excluding (a) payments used or reimbursed for research and development
         and (b) payments received from the issuance of debt or equity
         securities of the Company.

4.5      The Company agrees to pay to the Licensor the Milestone Payments set
         forth on Schedule C attached hereto, which shall be deducted from or
         credited against, as the case may be, payments made in accordance with
         section 4.4 above.

                                       5
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PAGE.]

4.6      On each anniversary of the Effective Date, the Company shall pay to the
         Licensor an annual fee in the following amounts which shall be fully
         creditable against Milestones 2 through 5 as set forth on Schedule C
         attached hereto: (a) Year 1 - $100,000 (b) Year 2 - ***
         (c) Year 3 - *** (d) Year 4 and thereafter - ***.

4.7      On sales of Licensed Products by the Company to Affiliates or related
         parties that are end users of such Licensed Products, the value of Net
         Sales attributed under this Article 4 shall be that which would have
         been received in an arms-length transaction, based on sales of like
         quantity and quality products at or about the time of such transaction.

4.8      No multiple royalties shall be payable because the use, lease or sale
         of any Licensed Product or Licensed Process is, or shall be, covered by
         more than one valid and unexpired claim contained in the Patent Rights.
         In addition, royalties shall be paid for a Licensed Product or Licensed
         Process based upon only one of paragraphs 4.2 or 4.3 above (that is,
         royalties on direct sales of a Licensed Product or Licensed Process by
         the Company or its Affiliates shall be based only on paragraph 4.2,
         while royalties on sales of a Licensed Product or Licensed Process by
         the Company's sublicensees shall be based only on paragraph 4.3, so as
         to avoid double counting).

4.9      In the event that a Licensed Product is sold in the form of a
         combination product containing one or more products or technologies
         that are themselves not a Licensed Product, the Net Sales for such
         combination product shall be calculated by multiplying ***. In the case
         of a combination product which includes one or more Licensed Products,
         the Net Sales for such combination product upon which the royalty due
         to the Licensor is based shall not be less than the normal aggregate
         Net Sales for such Licensed Product.

4.10     Royalty payments shall be paid in United States dollars in New York,
         New York or at such other place as the Licensor may reasonably
         designate consistent with the laws and regulations controlling in any
         foreign country. Any withholding taxes that the Company, its Affiliate
         or any sublicensee shall be required by law to withhold on remittance
         of the royalty payments shall be deducted from such royalty payment to
         the Licensor. The Company shall furnish the Licensor with the original
         copies of all official receipts for such taxes. If any currency
         conversion shall be required in connection with the payment of
         royalties hereunder, such conversion shall be made by using the
         exchange rate prevailing at Citibank, N.A. in New York, New York on the
         last business day of the calendar quarterly reporting period to which
         such royalty payments relate. The Company will reasonably cooperate
         with the Licensor in the Licensor's effort to avoid a double taxation,
         provided however that the Company shall not be required to pay any sums
         to or on behalf of the Licensor pursuant to this section 4.10. Such
         assistance shall not be interpreted to include the assistance or
         cooperation by the Company in any illegal activity or tax evasion

                                       6
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         by the Licensor.

4.11     Royalties payable to the Licensor shall be paid quarterly on or before
         forty-five (45) days from the end of each such calendar quarter. Each
         quarterly payment shall be for unpaid royalties that accrued within or
         prior to the Company's two most recently completed fiscal quarters.

4.12     Payment obligations shall be due with respect to any sale or sublicense
         covering any Licensed Product in the Territory

4.13     To the extent that the Company or any Affiliate of the Company is
         required, by order or judgement of any court to obtain in any
         jurisdiction any license from a third party in order to make, use or
         sell any Licensed Product or Licensed Process, then up to *** of the
         royalties payable hereunder with respect to such Licensed Product or
         Licensed Process in such jurisdiction may be deducted from royalties
         otherwise payable to the Licensor hereunder, provided that in no event
         shall the aggregate royalties payable to the Licensor in any quarterly
         period in such jurisdiction be reduced by more than *** as a result of
         such deduction, and provided further that any excess deduction
         remaining as a result of such limitation may be carried forward to
         subsequent periods.

4.14     In the event that the Licensor or any sublicensee registers, makes, has
         made, uses, leases, markets and/or sells any product in Germany,
         Switzerland, Greece, Sweden, Norway, Finland, Denmark, the United
         Kingdom, Ireland, France and/or Benelux, which incorporates information
         or know-how provided to the Licensor by the Company pursuant to
         paragraph 5.1 hereof, then the Licensor shall pay to the Company
         royalties in an amount equal to *** of Net Sales by the Licensor or any
         such sublicensee and *** of any lump-sum payments received by the
         Licensor from such sublicensee. Notwithstanding the foregoing, any
         novel indication (which is defined as any indication different from
         intraperitoneal dialysis and not included in the Field of Use and/or in
         the Field of Not Novel Indications) discovered by the Company shall be
         and remain the property of the Company for which it shall have
         exclusive world-wide rights to such indication.

4.15(a)  In the event that the Company develops proprietary information and data
         including but not limited to pre-clinical studies and clinical studies
         with applications outside the Field of Use and/or in the Field of Not
         Novel Indications ("Company Proprietary Information"), the Licensor
         shall be entitled to use the Company Proprietary Information within the
         Field of Use and/or in the Field of Not Novel Indications and outside
         the Territory but excluding those territories referred to in Section
         4.14 above. In consideration for the use of the Company Proprietary
         Information, the Licensor shall pay the Company a fee in U.S. dollars
         equal to *** of the Company's expenses actually incurred for such
         information and data development, payable upon delivery thereof by the
         Company to the Licensor. The Licensor shall not be entitled to
         sublicense, assign, transfer, market or commercially exploit the
         Company Proprietary Information. The provisions of this section 4.15,
         shall not limit the Company's right to receive royalties pursuant to
         Section 4.14 above.

                                       7
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     (b) In the event that the Licensor discovers and develops novel indications
         outside the Field of Use and/or in the Field of Not Novel Indications
         but including the field of interperitoneal dialysis, the Licensor may
         have the option to purchase any relevant Company Proprietary
         Information relating thereto. In consideration for the use of the
         Company Proprietary Information, the Licensor shall pay the Company a
         fee in U.S. dollars equal to *** of the Company's expenses actually
         incurred for such information and data development, payable upon
         delivery thereof by the Company to the Licensor.

ARTICLE 5 - REPORTS AND RECORDS
-------------------------------

5.1      The Company agrees to update the Licensor at least quarterly as to the
         Company's activities related to the Invention including, without
         limitation, the following: (a) the results of any research and
         development of the Invention conducted by the Company and (b) the
         Company's efforts to obtain approval from the FDA to market and sell
         Licensed Products.

5.2      The Company shall keep full, true and accurate books of account
         containing all particulars that may be necessary for the purpose of
         showing the amounts payable to the Licensor by way of royalty as
         aforesaid. Said books of account shall be kept at the Company's
         principal place of business and the supporting data shall be available
         to the Licensor up to twice per year upon reasonable notice to the
         Company, for five years following the end of the calendar year to which
         they pertain, for inspection by an auditor selected by the Licensor,
         except one to whom the Company has reasonable objection, for the
         purpose of verifying the Company's royalty statement or compliance in
         other respects with this License Agreement. If an inspection shows an
         under reporting or underpayment in excess of the greater of *** *** of
         royalties payable for any 12 month period, then the Company shall
         reimburse the Licensor for the cost of the inspection at the time the
         Company pays the unreported royalties, including any late charges as
         required by paragraph 5.5 of this Agreement. All payments required
         under this Article 5 shall be due within 60 days of the date the
         Licensor provides the Company notice of the payment due.

5.3      Within 45 days from the end of each quarter of each calendar year, the
         Company shall deliver to the Licensor complete and accurate reports,
         giving such particulars of the business conducted by the Company during
         the preceding quarter under this License Agreement as shall be
         pertinent to a royalty accounting hereunder. These shall include at
         least the following:

5.3.1    All Licensed Products and Licensed Processes used, leased or sold, by
         or for the Company, its Affiliates or any sublicensees.

5.3.2    Total amounts invoiced for Licensed Products and Licensed Processes
         used, leased or sold, by or for the Company, its Affiliates or any
         sublicensees.

5.3.3    Deductions applicable in computing "Net Sales" as defined in Paragraph
         1.6.

                                       8
<PAGE>

5.3.4    Total royalties due based on Net Sales by or for the Company, its
         Affiliates or any sublicensee, any lump sum payment due to the
         Licensor, pursuant to paragraphs 4.2 - 4.3.

5.3.5    Names and addresses of all sublicensees and Affiliates of the Company.

5.3.6    On an annual basis, the Company's year-end audited financial
         statements.

5.4      With each such quarterly report submitted, the Company shall pay to the
         Licensor the royalties due and payable under this Agreement. If no
         royalties shall be due, the Company shall not be required to make a
         report pursuant to this Article 5.

5.5      Amounts that are not paid when due and that are not the subject of a
         bona fide dispute shall accrue interest from the due date until paid,
         at a rate equal to the then prevailing prime rate of Citibank, N.A.,
         plus two percent (2%).

5.6      The Company agrees to forward to the Licensor semi-annually a copy of
         any report, which is in substance similar to the report required by
         this Article 5, received from any sublicensee as well as any other
         documents received from any sublicensee as the Licensor may reasonably
         request, as may be pertinent to an accounting of royalties.

5.7      The Licensor agrees to hold in confidence each report delivered by the
         Company pursuant to this Article 5 until the termination of this
         Agreement. Notwithstanding the foregoing, the Licensor may disclose any
         such information required to be disclosed pursuant to any judicial,
         administrative or governmental request, subpoena, requirement or order,
         provided that the Licensor takes reasonable steps to provide the
         Company with the opportunity to contest such request, subpoena,
         requirement or order.

ARTICLE 6 - PATENT PROSECUTION AND MAINTENANCE
----------------------------------------------

6.1      Within three months from the execution of this Agreement the parties
         shall set forth a procedure by which the Licensor will monitor the
         Patents and Patent Rights as set forth in Schedule A hereto (as the
         same may be amended or supplemented from time to time after the date
         hereof), for which the Company will be responsible to diligently
         prosecute and maintain in the Territory the Patent Rights including,
         but not limited to, the filing of patent applications for inventions
         and improvements to the Invention, discovered by the Licensor or the
         Company, utilizing such patent counsel as may be mutually agreed upon
         by the parties hereto. The Company agrees to keep the Licensor
         reasonably well informed with respect to the status and progress of any
         such applications, prosecutions and maintenance activities and to
         consult in good faith with the Licensor and take into account the
         Licensor's comments and requests with respect thereto. Both parties
         agree to provide reasonable cooperation to each other to facilitate the
         application and prosecution of patents pursuant to this Agreement.

                                       9
<PAGE>

6.2      The Company may, in its discretion, elect to abandon any patent
         application or issued patent comprising the Patents Rights, in which
         case the Company shall make no further use of such Patent Rights and
         shall have no further royalty obligation to the Licensor in respect of
         any Licensed Products and Licensed Processes the manufacture, use or
         sale of which is covered by an issued claim of such abandoned Patent
         Rights. Prior to any such abandonment, the Company shall give the
         Licensor at least 60 days notice and a reasonable opportunity to assume
         prosecution of such Patent Rights. In such event, the Licensor shall
         have the right, but not the obligation, to commence or continue such
         prosecution and to maintain any such Patent Rights under its own
         control and at its expense and the Company shall then make no further
         use of any such Patent Rights and shall have no royalty or other
         obligation to the Licensor in respect of any Licensed Products and
         Licensed Processes, the manufacture, use or sale of which is covered by
         an issued claim of such Patent Rights. The Company agrees to cooperate
         in such activities, including execution of any assignment or other
         documents necessary to enable the Licensor to obtain and retain sole
         ownership and control of such Patent Rights.

ARTICLE 7 - TERMINATION
-----------------------

7.1      If the Company shall become bankrupt, or shall file a petition in
         bankruptcy, or if the business of the Company shall be placed in the
         hands of a receiver, assignee or trustee for the benefit of creditors,
         whether by the act of the Company or otherwise, this License Agreement
         shall automatically terminate.

7.2      In the event that the Company fails to make payment to the Licensor of
         royalties due in accordance with the terms of this Agreement, provided
         such failure to make payment is not as a result of a bona fide dispute
         between the Licensor and the Company, the Licensor shall have the right
         to terminate this License Agreement within 60 days after giving said
         notice of termination unless the Company shall pay to the Licensor,
         within the 60-day period, all such royalties due and payable. Subject
         to Article 8, upon the expiration of the 60-day period, if the Company
         shall not have paid all such royalties due and payable, the rights,
         privileges and license granted hereunder shall, at the option of the
         Licensor, immediately terminate.

7.3      Upon any material breach or default of this License Agreement by the
         Company, other than as set forth in Paragraphs 7.1 and 7.2 hereinabove,
         the Licensor shall have the right to terminate this Agreement and the
         rights, privileges and license granted hereunder upon giving 60 days
         notice to the Company. Such grounds for termination include, but shall
         not be limited to, the Licensor's reasonable determination that the
         Company is not using its reasonable best efforts to develop the
         Invention and keep Licensed Products or Licensed Processes reasonably
         available to the public after commercial use commences. Such
         termination shall become effective immediately unless the Company shall
         have cured any such breach or default prior to the expiration of the
         60-day period referred to above. Notwithstanding the foregoing, in the
         case of any sublicensee, assignee, transferee, or third party ("Third
         Party"), the Company shall be entitled to cure the breach within the
         aforementioned sixty (60) day period or terminate its agreement

                                      10
<PAGE>

         with the Third Party as a result of such a breach. In either of such
         events, the Licensor shall not have the right to terminate this
         Agreement, it being agreed that the Licensor shall only be entitled to
         terminate this Agreement as a result of a breach by a Third Party in
         circumstances where the Company allows the breach to continue without
         curing same or terminating its agreement with the Third Party.

7.4      The Company shall have the right at any time to terminate this
         Agreement in whole or as to any portion of the Patent Rights by giving
         60 days notice thereof in writing to the Licensor. In the event of
         termination pursuant to this Section 7.4, the Company shall transfer
         the INDs/NDAs/registrations/marketing authorizations in its possession
         or in possession of its sublicensees to the Licensor or to a Licensor's
         designee. In consideration of the transfer of such information, the
         Licensor shall pay to the Company a lump sum payment in U.S. dollars
         equal to 25% of the expenses actually incurred by the Company from the
         development of the Invention.

7.5      Upon termination of this Agreement for any reason, nothing herein shall
         be construed to release either party from any obligation that matured
         prior to the effective date of such termination or obligations under
         Articles 5, 8, 9, 10, 15 and 16. The Company and/or any sublicensee
         thereof may, however, at any time after the effective date of such
         termination and continuing for a period not to exceed six months
         thereafter, sell all completed Licensed Products, and any Licensed
         Products in the process of manufacture at the time of such termination,
         and sell the same, provided that the Company shall pay or cause to be
         paid to the Licensor the royalties thereon as required by Article 4 of
         this License Agreement and shall submit the reports required by Article
         5 hereof on the sales of Licensed Products.

7.6      If not terminated sooner, this Agreement shall terminate upon the later
         to occur of (a) the date of the last to expire claim contained in the
         Patent Rights and (b) the date that is 10 years from the first
         commercial sale of a Licensed Product.

7.7      Upon termination of this Agreement, except pursuant to 7.6 hereof, the
         Company shall have no future rights to the Patent Rights and Know-how
         granted hereunder, and shall make no further use thereof, including the
         manufacture, use or sale of Licensed Products or Licensed Processes,
         except as otherwise set forth herein.

7.8      If at any time on or before the fourth anniversary of the Effective
         Date, the Board of Directors of the Company shall determine, in its
         sole discretion not to proceed with the further development of the
         Patent Rights and Know-how then the Company shall no longer have any
         right, title and interest in the Patent Rights and Know-how

ARTICLE 8- ARBITRATION
----------------------

8.1      Any dispute arising from or relating to this Agreement shall be
         determined by valid and binding arbitration in London, United Kingdom
         and shall be conducted in the English language.

                                      11
<PAGE>

8.2      Any claim, dispute, or controversy concerning the validity,
         enforceability, or infringement of any patent contained in the Patent
         Rights licensed hereunder shall be resolved in court having
         jurisdiction thereof.

8.3      In the event that, in any arbitration proceeding, any issue shall arise
         concerning the validity, enforceability, or infringement of any patent
         contained in the Patent Rights licensed hereunder, the arbitrators
         shall, to the extent possible, resolve all issues other than validity,
         enforceability, and infringement. In any event, the arbitrators shall
         not delay the arbitration proceeding for the purpose of obtaining or
         permitting either party to obtain judicial resolution of such issues,
         unless an order staying the arbitration proceeding shall be entered by
         a court of competent jurisdiction. Neither party shall raise any issue
         concerning the validity, enforceability, or infringement of any patent
         contained in the Patent Rights licensed hereunder, in any proceeding to
         enforce any arbitration award hereunder, or in any proceeding otherwise
         arising out of any such arbitration award.

8.4      The costs of such arbitration shall be borne proportionate to the
         finding of fault as determined by the Arbitrator. Judgment on the
         arbitration award may be entered by any court of competent
         jurisdiction.

ARTICLE 9 - INFRINGEMENT AND OTHER ACTIONS
------------------------------------------

9.1      The Company and the Licensor shall promptly provide written notice, to
         the other party, of any alleged infringement by a third party of the
         Patent Rights and provide such other party with any available evidence
         of such infringement.

9.2      During the term of this Agreement, the Company shall have the right,
         but not the obligation, to prosecute and/or defend, at its own expense
         and utilizing counsel of its choice, any infringement of, and/or
         challenge to, the Patent Rights. In furtherance of such right, the
         Licensor hereby agrees that the Company may join the Licensor as a
         party in any such suit, without expense to the Licensor. No settlement,
         consent judgment or other voluntary final disposition of any such suit
         that would adversely affect the rights of the Licensor may be entered
         into without the consent of the Licensor, which consent shall not be
         unreasonably withheld. The Company shall indemnify and hold the
         Licensor harmless against any costs, expenses or liability that may be
         found or assessed against the Licensor in any such suit other than
         resulting from the Licensor's gross negligence, recklessness or willful
         misconduct.

9.3      In the event that a claim or suit is asserted or brought against the
         Company alleging that the manufacture or sale of any Licensed Product
         by the Company, an Affiliate of the Company, or any sublicensee, or the
         use of such Licensed Product by any customer of any of the foregoing,
         infringes proprietary rights of a third party, the Company shall give
         written notice thereof to the Licensor. The Company may, in its sole
         discretion, modify such Licensed Product to avoid such infringement
         and/or may settle on terms that it deems advisable in its sole
         discretion, subject to paragraph 9.2. Otherwise, the Company shall have
         the right, but not the obligation, to defend any such claim or suit. In
         the event the Company elects not to defend such suit, the Licensor
         shall have the right, but not the obligation to do so at its

                                      12
<PAGE>

         sole expense.

9.4      Any recovery of damages by the Company, in any such suit, shall be
         applied first in satisfaction of any unreimbursed expenses and legal
         fees of the Company relating to the suit and then to the Licensor for
         any royalties credited in accordance with paragraph 9.5. The balance
         remaining from any such recovery shall be shared by the Licensor and
         the Company seventy percent (70%) to the Company and thirty percent
         (30%) to the Licensor.

9.5      The Company may credit up to fifty percent (50%) of any reasonable
         litigation costs incurred by the Company in any country pursuant to
         this Article 9 and up to 50% of all amounts paid in judgement or
         settlement of litigation within the scope of this Article 9 against
         royalties payable to the Licensor hereunder for such country and apply
         the same toward one-half of its actual, reasonable out-of-pocket
         litigation costs. If one-half of such litigation costs in such country
         exceeds 50% of royalties payable to the Licensor in any year in which
         such costs are incurred than the amount of such costs, expenses and
         amounts paid in judgement or settlement, in excess of 50% of the
         royalties payable to the Licensor shall be carried over and credited
         against royalty payments in future years for such country.

9.6      If within 90 days from receipt of notice by the Company of any alleged
         infringement, the Company shall have been unsuccessful in persuading
         the alleged infringer to desist, or shall not have brought and shall
         not be diligently prosecuting an infringement action, or if the Company
         shall notify the Licensor, at any time prior thereto, of its intention
         not to bring suit against the alleged infringer, then, and in those
         events only, the Licensor shall have the right, but not the obligation,
         to prosecute, at its own expense and utilizing counsel of its choice,
         any infringement of the Patent Rights, and the Licensor may, for such
         purposes, join the Company as a party plaintiff. The total cost of any
         such infringement action commenced solely by the Licensor shall be
         borne by the Licensor and the Licensor shall keep any recovery or
         damages for infringement or otherwise derived therefrom and such shall
         not be applicable to any royalty obligation of the Company.

9.7      In any suit to enforce and/or defend the Patent Rights pursuant to this
         License Agreement, the party not in control of such suit shall, at the
         request and expense of the controlling party, cooperate in all respects
         and, to the extent possible, have its employees testify when requested
         and make available relevant records, papers, information, samples,
         specimens, and the like.

ARTICLE 10 - LIMITATION OF LIABILITY, INDEMNITY
-----------------------------------------------

10.1     Other than as set forth in Article 2 hereof, the Licensor, by this
         License Agreement, makes no representations or warranties as to the
         validity and/or breadth of the inventions contained in the Patent
         Rights and the Company so acknowledges. Other than as set forth in
         Article 2, the Licensor, by this License Agreement makes no
         representations or warranties as to patents now held or which will be
         held by others in the field of the Licensed Products and/or Licensed
         Processes for a particular purpose.

                                      13
<PAGE>

10.2     Except as may be expressly provided herein, the licensor does not make,
         and expressly disclaims any warranties, either express or implied, oral
         or written, as to merchantability or fitness for a particular purpose.

10.3     The Company agrees to defend, indemnify and hold the Licensor harmless
         from and against all liability, demands, damages, including without
         limitation, expenses or losses including death, personal injury,
         illness or property damage (each a "Claim") arising directly or
         indirectly: (a) out of use by the Company or its transferees of
         inventions licensed or information furnished under this License
         Agreement or (b) out of any use, sale or other disposition by the
         Company or its transferees of Patent Rights, Licensed Products or
         Licensed Processes, except to the extent, in each such case, that such
         Claim results from or arises out of the Licensor's gross negligence,
         recklessness or willful misconduct. The Company agrees that any
         sublicense agreement it enters relative to the Licensed Products and/or
         Licensed Processes shall contain a covenant by such sublicensee
         providing for the indemnification of the Licensor as provided in this
         Article.

ARTICLE 11 - ASSIGNMENT
-----------------------

This Agreement and the rights and duties appertaining hereto may not be assigned
by either party without first obtaining the written consent of the other, which
consent shall not be unreasonably withheld. Any such purported assignment,
without the written consent of the other party, shall be null and of no effect.
Notwithstanding the foregoing, either party may assign this Agreement (a) to a
purchaser, merging or consolidating corporation, or acquiror of substantially
all of the party's assets or business and/or pursuant to any reorganization
qualifying under section 368 of the Internal Revenue Code of 1986 as amended, as
may be in effect at such time, or (b) to an Affiliate of the party subject to
the consent of the other party which consent shall not be unreasonably withheld.

ARTICLE 12 - PAYMENT OF FEES AND EXPENSES
-----------------------------------------

Each of the Company and the Licensor shall be responsible for their own expenses
relating to the preparation and consummation of this Agreement and the
agreements and transactions contemplated hereby.

ARTICLE 13 - USE OF NAMES AND PUBLICATION
-----------------------------------------

13.1     Nothing contained in this Agreement shall be construed as granting any
         right to the Company or its Affiliates to use in advertising,
         publicity, or other promotional activities any name, trade name,
         trademark, or other designation of the Licensor or any of its units
         (including contraction, abbreviation or simulation of any of the
         foregoing) without the prior, written consent of the Licensor;
         provided, however, that the Licensor acknowledges and agrees that the
         Company may use the name of the Licensor in various documents used by
         the Company for capital raising and financing without such prior
         written consent where the use of such names may be required by law. The
         Company agrees to promptly provide the Licensor with a

                                      14
<PAGE>

         copy of any documents used by the Company, which contain the name of
         the Licensor.

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

13.3     In the event that the Licensor desires to publish or disclose, by
         written, oral or other presentation, Know-how, Patent Rights, or any
         material information related thereto then the Licensor shall use its
         best efforts to notify the Company in writing by facsimile where
         confirmed by the receiving party, and/or by certified or registered
         mail (return receipt requested) of its intention at least 60 days prior
         to any speech, lecture or other oral presentation and at least 60 days
         before any written or other publication or disclosure. The Licensor
         shall include with such notice a description of any proposed oral
         presentation or, in any proposed written or other disclosure, a current
         draft of such proposed disclosure or abstract. The Company may request
         that the Licensor, no later than 30 days following the receipt of such
         notice, delay such presentation, publication or disclosure in order to
         enable the Company to file, or have filed on their behalf, a patent
         application, copyright or other appropriate form of intellectual
         property protection related to the information to be disclosed or
         request that the Licensor does so. Upon receipt of such request to
         delay such presentation, publication or disclosure, the Licensor shall
         arrange for a delay of presentation, publication or disclosure until
         the earlier to occur of (a) to 90 days and (b) such time as the Company
         or the Licensor has filed, or has had filed on its behalf, such patent
         application, copyright or other appropriate form of intellectual
         property protection in form and in substance reasonably satisfactory to
         the Company and the Licensor. If the Licensor does not receive any such
         request from the Company to delay such presentation, publication or
         disclosure, the Licensor may submit such material for presentation,
         publication or other form of disclosure.

ARTICLE 14 - PAYMENTS, NOTICES AND OTHER COMMUNICATIONS
-------------------------------------------------------

Any notice or other communication required or permitted to be given pursuant to
this Agreement shall be in writing and sent by certified first class mail,
postage prepaid, by hand delivery or by facsimile if confirmed in writing, in
each case effective upon receipt, at the addresses below or as otherwise
designated by written notice given to the other party:

         In the case of the Licensor:
                  Alfa Wassermann S.p.A.
                  Via Ragazzi del '99 no. 5
                  40133 Bologna - Italy
                  Tel: 051/6489511
                  Fax: 051/387914
                  Attn.: General Management

                                      15
<PAGE>

         In the case of the Company:
                   Partec Ltd.
                   216 Jaffa Rd.
                   Sha'arei Ha'ir
                   Jerusalem, Israel 94383
                   Tel: 011-972-2-537-4997
                   Fax: 011-972-2-537-5098
                   Attn: _________________

Any payment shall be made by SWIFT.

ARTICLE 15 - CONFIDENTIALITY
----------------------------

15.1     Any proprietary or confidential information relating to the Invention
         (including but not limited to Know-how and patent prosecution documents
         relating to Patent Rights) collectively constitute the "Confidential
         Information." The Company and the Licensor agree that they will not use
         the Confidential Information for any purpose unrelated to this
         Agreement, and will hold it in confidence during the term of this
         Agreement and for a period of five years after the termination or
         expiration date of this Agreement. The Company and the Licensor shall
         exercise with respect to such Confidential Information the same degree
         of care as the Company and the Licensor exercise with respect to their
         own confidential or proprietary information of a similar nature, and
         shall not disclose it or permit its disclosure to any third party
         (except to those of its employees, consultants, or agents who are bound
         by the same obligation of confidentiality as the Company and Licensor
         are bound by pursuant to this Agreement). However, such undertaking of
         confidentiality by the Company or the Licensor shall not apply to any
         information or data which:

15.1.1   The receiving party receives at any time from a third party lawfully in
         possession of same and having the right to disclose same.

15.1.2   Is, as of the date of this Agreement, in the public domain, or
         subsequently enters the public domain through no fault of the receiving
         party.

15.1.3   Is independently developed by the receiving party as demonstrated by
         written evidence without reference to information disclosed to the
         receiving party.

15.1.4   Is disclosed pursuant to the prior written approval of the disclosing
         party.

15.1.5   Is required to be disclosed pursuant to law or legal process
         (including, without limitation, to a governmental authority) provided,
         in the case of disclosure pursuant to legal process, reasonable notice
         of the impending disclosure is provided to the disclosing party and
         disclosing party has agreed to such disclosure in writing or has
         exhausted its right to contest such disclosure.

                                      16
<PAGE>

ARTICLE 16 - MISCELLANEOUS PROVISIONS
-------------------------------------

16.1     This License Agreement shall be construed, governed, interpreted and
         applied in accordance with the laws of the Courts of London, England,
         without regard to principles of conflicts of laws.

16.2     Any and all proceedings, documents and other communications or
         correspondences shall be in the English language.

16.3     If this Agreement or any associated transaction is required by the law
         of any nation to be either approved or registered with any governmental
         agency, the Company shall assume all legal obligations to do so and the
         costs in connection therewith.

16.4     The Company shall observe all applicable United States and foreign laws
         with respect to the use, sale, manufacture and transfer of Licensed
         Products and related technical data to foreign countries, including,
         without limitation, the regulations of the Food and Drug Administration
         and its foreign equivalents, the International Traffic in Arms
         Regulations (ITAR), the Export Administration Regulations.

16.5     The parties hereto acknowledge that this Agreement, including the
         Appendices and documents incorporated by reference, sets forth the
         entire agreement and understanding of the parties hereto as to the
         subject matter hereof, and shall not be subject to any change of
         modification except by the execution of a written instrument subscribed
         to by the parties hereto.

16.6     The provisions of this License Agreement are severable, and in the
         event that any provision of this License Agreement shall be determined
         to be invalid or unenforceable under any controlling body of law, such
         invalidity or unenforceability shall not in any way affect the validity
         or enforceability of the remaining provisions hereof.

16.7     The failure of either party to assert a right hereunder or to insist
         upon compliance with any term or condition of this License Agreement
         shall not constitute a waiver of that right or excuse a similar
         subsequent failure to perform any such term or condition by the other
         party.

16.8     The headings of the several articles are inserted for convenience of
         reference only and are not intended to be a part of or to affect the
         meaning or interpretation of this Agreement.

16.9     This Agreement will not be binding upon the parties until it has been
         signed below on behalf of each party, in which event, it shall be
         effective as of the date recited on page one.

16.10    This Agreement embodies the entire understanding of the parties and
         shall supersede all previous communications, representations or
         understandings, either oral or written, between the parties relating to
         the subject matter hereof.

                                      17
<PAGE>

16.11    Each party hereto shall be excused from any breach of this Agreement
         which is proximately caused by governmental regulation, act of war,
         strike, act of God or other similar circumstance normally deemed
         outside the control of the parties.

IN WITNESS WHEREOF, the parties hereto have executed this License Agreement, in
triplicate by proper persons thereunto duly authorized.

COMPANY                                 LICENSOR


By: /s/ Morris Laster                   By: /s/ Andrea Golinelli
   --------------------------------        -------------------------------------
Name: Morris Laster MD                  Name: Andrea Golinelli

Title: CEO                              Title: General Manager

Date: November 15, 1998                 Date: November 12th, 1998

                                       18
<PAGE>

                                  SCHEDULE A
                           to the LICENSE AGREEMENT
                                    between
                             ALFA WASSERMANN S.p.a
                                      and
                                  PARTEC LTD

PATENTS
-------

with reference to paragraphs 1.2; 1.2.1; 1.2.2

1.    Licensor Reference    #S 59 -
      Title: "Heparin Derivatives and Process for Their Preparation"
      Inventors: S. Piani, G.F. Tamagnone, R.R. Alpino, M.R. Milani, M. Fantuz
      Owner: Alfa Wassermann S.p.A.

STATE        FILING DATE   FILING NO.    GRANT DATE    GRANT NO.    EXP. DATE

U.S.A.         05/26/89     357.548       04/23/91      5010063     05/25/09
Canada         06/09/89     602.338       10/27/92      1309402     10/27/09
Australia      05/24/89     35128/89      09/29/91      611.028     05/24/09
Japan          06/09/89     148211/89     01/11/96      2008236     06/09/09
New Zealand    05/22/89     229212        06/21/91      229.212     05/22/05
South Africa   05/23/89     89/3882       02/28/90      89/3882     05/23/09


2.    Licensor Reference #S 61 -
      Title: "Heparinic Derivatives and Process for Their Preparation"
      Inventors: S. Piani, G.F. Tamamgnone, R.R. Alpino, M.R. Milani, M. Fantuz
      Owner: Alfa Wassermann S.p.A.


STATE        FILING DATE   FILING NO.   GRANT DATE   GRANT NO.    EXP. DATE

U.S.A.         09/01/90     462462       04/14/92     5104860     01/09/10
Canada         01/11/90     2007616      05/14/96     2007616     01/11/10
Australia      01/29/90     4858/90      09/02/91     610034      01/29/10
Japan          01/29/90     20343/90     07/28/95     1956469     01/29/10
New Zealand    01/15/90     232115       09/26/91     232115      01/15/06
South Africa   01/15/90     90/0263      10/31/90     90/0263     01/15/10

                                       a
<PAGE>

3.    Licensor Reference #S 63 -
      Title: "Salts of GAGs With Esters of Aminoacids, Preparations thereof and
      Pharmaceuticals Formulations Containing Them"
      Inventors: M. Cristofori, E. Marchi, L.G. Rotini
      Owner: Alfa Wassermann S.p.A.

STATE   FILING DATE     FILING NO.    GRANT DATE     GRANT NO.     EXP DATE

Japan     11/12/91       295/839       08/22/96       2550452      11/12/11

4.    Licensor Reference #S 64 -
      Title: "Pharmaceutical Compositions Containing Orally Absorbable
      Glycosaminoglycans"
      Inventors: M. Cristofori E. Marchi, L.G. Rotin,
      Owner: Alfa Wassermann S.p.A.

STATE   FILING DATE     FILING NO.    GRANT DATE     GRANT NO.     EXP DATE

U.S.A.     01/15/92     821455          10/12/93      5252339      01/15/12
Canada     01/22/92     2059865                                    01/22/12
Japan      01/29/92     13943/1992      02/26/96      2025632      01/29/12

5.    Licensor Reference #S 68 -
      Title: "Use of Glycosaminoglycans in the Treatment of Diabetic Nephropathy
      and Diabetic Neuropathy"
      Inventors: E. Marchi and G.F. Tamagnone
      Owner: Alfa Wassermann S.p.A.

STATE   FILING DATE     FILING NO.    GRANT DATE     GRANT NO.     EXP DATE

U S.A      04/20/92       871.048       08/17/93      5236910      04/20/12
Canada     04/20/92       2066785                                  04/22/12

                                       b
<PAGE>

6.    Licensor Reference #S 70 -
      Title: "Semi-synthetic Glycosaminoglycans with Heparin or Heparan
      Structure of (alpha)-L-iduronic-2-O-sulfate acid Modified in Position 2"
      Inventors: S. Piani, E. Marchi and G.F. Tamagnone, F. Ungarelli
      Owner: Alfa Wassermann S.p.A.

STATE        FILING DATE   FILING NO.    GRANT DATE     GRANT NO.     EXP. DATE

U.S.A.          04/13/93     046.248       04/07/95     51430133      04/13/13
Canada          04/01/93     2093147                                  04/10/13
Australia       04/13/93     36895/93      08/01/95      658.498      04/13/13
Japan           04/16/93     89976/1993                               04/16/13
New Zealand     03/18/93     247.196       06/20/95      247.196      03/18/13
South Africa    03/12/93     93-1798       01/26/94      93-1798      03/12/13


7.    Licensor Reference #S 71 -
      Title "Semi-synthetic Glycosaminoglycans containing -L-galacturonic acid
      Substituted with Nucleophilic Groups in Position 3"
      Inventors: S. Piani, E. Marchi and G.F. Tamagnone, F. Ungarelli
      Owner: Alfa Wassermann S.p.A.

STATE        FILING DATE   FILING NO.    GRANT DATE     GRANT NO.     EXP. DATE

U.S.A.          04/13/93     046.247       04/07/95     5430132       04/13/13
Canada          04/01/93     2093148                                  04/10/13
Australia       04/13/93     36896/93      08/01/95     658.499       04/13/13
Japan           04/16/93     89977/1993                               04/16/13
New Zealand     03/18/93     247.197       06/20/95     247.197       03/18/13
South Africa    03/12/93     93-1799       02/23/94     93-1799       03/12/13


8.    Licensor Reference #S 74 -
      Title: "Process for Synthesis of Glycosaminoglycans with Heparin or
      Hepatran Structure Modified in Position 2 of the
      (alpha)-L-iduronic-20-sulfate acid"
      Inventors: F. Ungarelli and S. Piani
      Owner: Alfa Wassermann S.p.A.


STATE        FILING DATE   FILING NO.    GRANT DATE     GRANT NO.     EXP. DATE

U.S.A.          03/07/94     206.980       04/11/95     5405949       03/07/14
Canada          02/03/94     2114862                                  02/03/14
Australia       02/10/94     55085/94      03/23/96     664.939       02/10/14
Japan           03/29/94     59447/1994                               03/29/14
New Zealand     02/03/94     250.815       06/04/96     250.815       02/03/14
South Africa    02/11/94     94/0970       10/26/94     94/0970       02/11/14

                                       c
<PAGE>

9.    Licensor Reference #S 75 -
      Title: "Process for Synthesis of Glycosaminoglycans Containing
      (alpha)-L-galacturonic acid Substituted with Nucleophilic Groups in
      Position 3"
      Inventors: F. Ungarelli and S. Piani
      Owner: Alfa Wassermann S.p.A.


STATE        FILING DATE   FILING NO.    GRANT DATE     GRANT NO.     EXP. DATE

U.S.A.          03/07/94     207.140       04/25/95     5410039       03/07/14
Canada          02/03/94     2114863                                  02/03/14
Australia       02/10/94     55084/94      03/26/96     664.938       02/10/14
Japan           03/29/94     59448/1994                               03/29/14
New Zealand     02/03/94     250.816       06/04/96     250.816       02/03/14
South Africa    02/09/94     94/0892       01/26/94     94/0892       02/09/14


10.   Licensor Reference #S 78 -
      Title: "Method of Treatment Diabetic Neuropathy By Means of Sulodexide and
      of Medicines Containing it"
      Inventors: E. Marchi and G.F. Tamagnone
      Owner: Alfa Wassermann S.p.A.


STATE        FILING DATE   FILING NO.    GRANT DATE     GRANT NO.     EXP. DATE

U.S.A.          4/14/94      227502        03/05/96     5496807       04/14/14
Canada          03/23/94     2120062                                  03/28/14
Japan           04/28/94     1713/1994                                04/28/14

11.   Licensor Reference #8 90 -
      Title: "Use of Sulodexide and of Medicines Containing it for the Treatment
      of Diabetic Retinopathy"
      Inventors: E. Palazzini and F. Rubbi
      Owner: Alfa Wasserman S.p.A.


STATE        FILING DATE   FILING NO.    GRANT DATE     GRANT NO.     EXP. DATE

Italy*          04/15/984    B098A         000239                     04/15/18

* In case of abroad territorial extension of this patent application and to
claim the priority rights, it will be necessary to carry out the extension
procedure prior to April 15, 1999.

COMPANY                                 LICENSOR


By: /s/ Morris Laster                   By: /s/ Andrea Golinelli
   --------------------------------        ------------------------------
Name: Morris Laster, MD                 Name: Andrea Golinelli

Title: CEO                              Title: General Manager

Date: November 15, 1998                 Date: November 12th, 1998

                                       d
<PAGE>

                                  SCHEDULE B
                           to the LICENSE AGREEMENT
                                    between
                             ALFA WASSERMANN S.p.a
                                      and
                                  PARTEC LTD

WITH REFERENCE TO ART. 2.4 HEREWITH ATTACHED THE LIST OF DOCUMENTATION.



COMPANY                                 LICENSOR


By: /s/ Morris Laster                   By: /s/ Andrea Golinelli
   --------------------------------        -------------------------------------
Name: Morris Laster MD                  Name: Andrea Golinelli

Title: CEO                              Title: General Manager

Date: November 15, 1998                 Date: November 12th, 1998

                                       i
<PAGE>

[CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR INFORMATION REDACTED FROM THIS
PAGE.]

                                  SCHEDULE C
                           to the LICENSE AGREEMENT
                                    between
                             ALFA WASSERMANN S.p.a
                                      and
                                  PARTEC LTD

PERFORMANCE MILESTONE PAYMENTS
------------------------------

The Company shall make the following payments (the "Milestone Payments") which
shall be creditable against or deductible from all payments due from the Company
to the Licensor earned pursuant to articles 4.2 and/or 4.3:

MILESTONE                                                         AMOUNT
---------                                                         ------

1.   Effective Date                                               $100,000

2.   Approval of the first Company sponsored
     Investigational New Drug Application ("IND")
     for a Licensed Product by the FDA                            $ ***

3.   Initiation of the first Company sponsored
     Phase III clinical trial for a Licensed Product              $ ***

4.   The first filing of a New Drug Application
     ("NDA") by the Company or a Sublicensee of
     the Company with the FDA (Schedule D)                        $ ***

5.   The first final approval by the FDA of an
     NDA for a Licensed Product (Schedule D)                        ***


COMPANY                                 LICENSOR


By: /s/ Morris Laster                   By: /s/ Andrea Golinelli
   --------------------------------        -------------------------------------
Name: Morris Laster MD                  Name: Andrea Golinelli

Title: CEO                              Title: General Manager

Date: November 15, 1998                 Date: November 12th, 1998

                                       i
<PAGE>

                                  SCHEDULE D
                           to the LICENSE AGREEMENT
                                    between
                             ALFA WASSERMANN S.p.a
                                      and
                                  PARTEC LTD


Payable in cash or equity at the discretion of the Company. The Company shall
only be entitled to make payments in equity if the Company is a publicly traded
company. Any equity payments payable hereunder shall be priced at the average
closing price of the common stock of the Company for the ten (10) consecutive
trading days immediately preceding the date of achievement of any such milestone
or the date upon which any such payment becomes due, whichever is earlier


COMPANY                                 LICENSOR


By: /s/ Morris Laster                   By: /s/ Andrea Golinelli
   --------------------------------        -------------------------------------
Name: Morris Laster, MD                 Name: Andrea Golinelli

Title: CEO                              Title: General Manager

Date: November 15, 1998                 Date: November 12th, 1998

                                       I