EXHIBIT
      10.2

     

    SERVICES
      AGREEMENT

    


    between

    


    LIXTE
      BIOTECHNOLOGY, INC.

    


    and

    


    Freestate
      of Bavaria

    Represented
      by

    


    UNIVERSITY
      OF REGENSBURG

    


    for
      its

    Institute
      of Pathology,

    Franz-Josef-Strauss-Alle
      11, D-93053 Regensburg

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Exhibit
      10.2

     

    SERVICES
      AGREEMENT

     

    This
      Agreement is made as of the 5th
      day of
      January, 2007 (the “Effective
      Date”),
      between Lixte Biotechnology, Inc., a Delaware corporation having its principal
      place of business at 248 Route 25A #2, East Setauket, New York 11733, United
      States of America (“Lixte”),
      and
      The Free State of Bavaria, represented by the University of Regensburg, a German
      entity having its principal place of business at 93040 Regensburg, Germany,
      in
      turn represented by the Head of Administration (“University”).

     

    WITNESSETH

     

    WHEREAS,
      University has expertise in the field of surgical oncology;

     

    WHEREAS,
      Lixte is a company engaged in finding improved methods for characterizing,
      detecting, estimating prognosis for, treating and evaluating treatment response
      for life-threatening diseases, particularly cancer; 

     

    WHEREAS,
      University provides cancer samples and related biological fluid samples to
      companies;

     

    WHEREAS,
      Lixte wishes to retain University to provide to it certain samples of primary
      human cancer tissue and related biological fluids as set forth in this
      Agreement; and 

     

    WHEREAS,
      University wishes to provide such samples to Lixte on the terms and conditions
      set forth below;

     

    NOW,
      THEREFORE, in consideration of the premises and mutual covenants set forth
      hereinafter, University and Lixte agree as follows: 

     

    ARTICLE
      I

    DEFINITIONS

     

    In
      this
      Agreement, each of the following words and phrases shall have the meaning set
      forth below:

     

    
      	1.1  	
              “Affiliate”
                of a specified entity shall mean an entity that directly or indirectly
                controls, is controlled by, or is under common control with, the
                entity
                specified. For this purpose, “control” shall mean the possession, directly
                or indirectly, of the power to direct or cause the direction of the
                management and policies of the entity whether through voting shares,
                securities or otherwise.

            


    

     

    
      	1.2  	
              “Cancer
                Sample”
                shall mean a sample of a human cancer prepared according to the procedures
                set forth in Appendix A. The term Cancer Sample preceded by a cancer
                type,
                e.g., renal Cancer Sample, shall mean that the Cancer Sample is derived
                from a cancer of that type. The human cancer which constitutes a
                Cancer
                Sample can include, without limitation, a tumor and a
                carcinoma.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	1.3  	
              “Corresponding
                Cancer Sample”,
                with respect to a Section, shall mean the Cancer Sample from which
                the
                Section is obtained.

            


    

     

    
      	1.4  	
              “Material”
                shall mean Cancer Sample, Section, Serum Sample and/or Urine
                Sample.

            


    

     

    
      	1.5  	
              “Section”,
                with respect to a Cancer Sample, shall mean (i) a slice of the Cancer
                Sample prepared according to the procedures set forth in Appendix
                A, or
                (ii) a photomicrograph of such
                slice.

            


    

     

    
      	1.6  	
              “Serum
                Sample”
                shall mean a sample of human serum prepared according to the procedures
                set forth in Appendix A. 

            


    

     

    
      	1.7  	
              “Supervisor”
                shall mean the individual specified in Paragraph 2.9 having primary
                responsibility for directing the services provided by the University
                under
                this Agreement. Supervisor shall have primary responsibility for
                directing, without limitation, the following:


            


    

     

    
      	1.7.1  	
              Providing
                Materials to Lixte; 

            


    

     

    
      	1.7.2  	
              Ensuring
                University’s adherence to the time limitations set forth in Paragraphs 2.2
                and 2.4 of this Agreement; 

            


    

     

    
      	1.7.3  	
              Obtaining
                all necessary authorizations, licenses, consents and approvals from
                University’s ethics board (or equivalent);


            


    

     

    
      	1.7.4  	
              Ensuring
                that all Materials sent to Lixte are anonymous, i.e. that all patient
                identifiers are removed therefrom; 

            


    

     

    
      	1.7.5  	
              Maintaining
                a patient key to permit University to provide certain additional
                information to Lixte with respect to each patient from whom Material
                is
                obtained; 

            


    

     

    
      	1.7.6  	
              Ensuring
                that University’s performance of its obligations under this Agreement are
                performed in accordance with good clinical practice;
                and

            


    

     

    
      	1.7.7  	
              Supervising
                and documenting all individuals performing tasks in connection with
                University’s obligations under this Agreement.


            


    

     

    
      	1.8  	
              “Surgery”,
                with respect to a Cancer Sample, shall mean the attempted curative
                surgery
                during which the solid tissue for the Cancer Sample is obtained.
                

            


    

     

    
      	1.9  	
              “Urine
                Sample”
                shall mean a sample of human first morning urine prepared according
                to the
                procedures set forth in Appendix A.


            


    

     

    
      
        
        

      

      
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    ARTICLE
      II

    SERVICES

     

    
      	2.1  	
              For
                each of the cancer-afflicted patients identified in Subparagraphs
                2.1.1-2.1.8 below, University shall provide to Lixte for its inspection
                one Section of a Cancer Sample obtained from such
                patient:

            


    

     

    
      	2.1.1  	
              at
                least 10 patients afflicted with pancreatic cancer;
                

            


    

     

    
      	2.1.2  	
              at
                least 20 patients afflicted with stomach carcinomas, including at
                least 10
                patients afflicted with diffuse-type stomach tumors and at least
                10
                patients afflicted with intestinal-type stomach tumors;
                

            


    

     

    
      	2.1.3  	
              at
                least 10 patients afflicted with breast adenocarcinomas;
                

            


    

     

    
      	2.1.4  	
              at
                least 10 patients afflicted with bladder carcinomas;
                

            


    

     

    
      	2.1.5  	
              at
                least 10 patients afflicted with renal cell cancers;
                

            


    

     

    
      	2.1.6  	
              at
                least 10 patients afflicted with prostate adenocarcinomas;
                

            


    

     

    
      	2.1.7  	
              at
                least 10 patients afflicted with colon adenocarcinomas;
                and

            


    

     

    
      	2.1.8  	
              at
                least 30 patients afflicted with ovarian carcinomas, including at
                least 10
                patients afflicted with serous carcinomas, and including, if the
                numbers
                of patients permit, (i) at least 10 patients afflicted with mucinous
                carcinomas, and (ii) at least 10 patients afflicted with endometroid
                carcinomas. 

            


    

     

    
      	2.2  	
              Within
                six (6) months of the Effective Date, University shall provide to
                Lixte at
                least one-half of the Sections it is obligated to provide pursuant
                to
                Paragraph 2.1, namely at least 55 Sections, with the proviso that
                these 55
                Sections are comprised of 10 Sections from the 20-patient group of
                Subparagraph 2.1.2, 15 Sections from the 30-patient group of Subparagraph
                2.1.8, and 5 Sections from each of the 10-patient groups of Subparagraphs
                2.1.1 and 2.1.3-2.1.7. 

            


    

     

    
      	2.3  	
              After
                receiving each Section from University pursuant to Paragraph 2.1,
                Lixte
                may inspect the Section and (i) if based on that inspection the
                Corresponding Cancer Sample meets the specifications set forth in
                Appendix
                A, Lixte may request that University provide to it the Corresponding
                Cancer Sample, or (ii) if based on that inspection the Cancer Sample
                deviates from the specifications set forth in Appendix A, Lixte may
                request that University provide to it a Section of a Cancer Sample
                from
                the same patient or another patient with the same type of cancer.
                Lixte
                may repeat the request of part (ii) of this Paragraph until University
                is
                able to provide Lixte with a Cancer Sample which meets the specifications
                set forth in Appendix A, provided that Lixte may not repeat the request
                of
                part (ii) of this Paragraph more than two (2) times.
                

            


    

     

    
      	2.4  	
              Within
                sixty (60) days after receiving Lixte’s request for a Cancer Sample
                pursuant to part (i) of Paragraph 2.3, University shall provide Lixte
                with
                that Cancer Sample. 

            


    

     

    
      
        
        

      

      
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      	2.5  	
              Along
                with each Cancer Sample which University provides to Lixte pursuant
                to
                Paragraph 2.4, University shall also provide to Lixte two (2) Serum
                Samples taken from the same patient from whom the Cancer Sample was
                obtained, wherein the first Serum Sample is obtained within four
                weeks
                before Surgery, and the second Serum Sample is obtained one to six
                weeks
                after Surgery. 

            


    

     

    
      	2.6  	
              Along
                with each renal and bladder Cancer Sample which University provides
                to
                Lixte pursuant to Paragraph 2.4, University shall also provide to
                Lixte
                (i) a first Urine Sample taken from the same patient from whom the
                Cancer
                Sample was obtained, wherein the first Urine Sample is obtained within
                four weeks before Surgery, and (ii) if feasible for the University,
                a
                second Urine Sample taken from the same patient from whom the Cancer
                Sample was obtained, wherein the second Urine Sample is obtained
                one to
                six weeks after Surgery. 

            


    

     

    
      	2.7  	
              University
                agrees that all Materials will be obtained under informed consent
                meeting
                all the regulations of University and those of all applicable
                jurisdictions in Germany. Lixte is aware of each patient’s right to
                withdraw informed consent. In each instance where a patient withdraws
                consent, University will inform Lixte of such withdrawal and Lixte,
                once
                so informed, will not thereafter use any Material obtained from the
                patient who withdrew consent. All Materials provided to Lixte must
                be
                obtained as part of a clinically indicated procedure and must not
                be
                needed for clinical management, that is, all Materials should be
“waste”
                tissue released by the responsible pathologist after taking all material
                needed for diagnosis and management.


            


    

     

    
      	2.8  	
              The
                parties agree that any Material provided to Lixte which is obtained
                from a
                given patient will be accompanied by information about that patient
                and
                the method by which the Material was obtained, according to the procedures
                set forth in Appendix A, with the proviso that no information will
                be
                provided to Lixte which would reveal the identity of any patient
                from whom
                Material has been obtained. 

            


    

     

    
      	2.9  	
              The
                parties agree that Dr. Arndt Hartmann, Institute of Pathology, University
                of Regensburg, will act as Supervisor. Should Dr. Hartmann become
                unable
                or unwilling to perform such role, University will promptly select
                another
                individual to act as Supervisor, subject to Lixte’s approval. If a
                suitable Supervisor is not identified by the University, the parties
                acknowledge that Lixte may terminate this Agreement pursuant to Paragraph
                6.2.

            


    

     

    
      	2.10  	
              At
                Lixte’s request and expense, University will continue to store all or
                portions of all Materials for up to two (2) years after termination
                or
                expiration of this Agreement. 

            


    

     

    
      	2.11  	
              Lixte
                has the right to review the quality of Material selection,
                characterization and storage at any time during the term of this
                Agreement. If the quality is less than that required for Lixte’s purposes,
                Lixte will notify Supervisor who will work with Lixte to achieve
                the
                desired level of quality. 

            


    

     

    
      	2.12  	
              Lixte
                reserves the right to request in writing one or more minor changes
                in the
                procedures set forth in Appendix A without incurring additional cost
                provided the changes are no more demanding with respect to University’s
                time and supplies than the requirements specified in Appendix A as
                of the
                Effective Date, and provided that the changes are in compliance with
                applicable German laws and regulations. In each instance where Lixte
                requests a change pursuant to this Paragraph, Lixte will inform University
                in writing of such request, specifying the change requested. University,
                once so informed, will thereafter implement the requested change.
                University’s obligation to implement changes requested under this
                Paragraph shall not apply retroactively to procedures followed prior
                to
                such request.

            


    

     

    
      
        
        

      

      
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      	2.13  	
              Lixte
                is free to use any Material provided under this Agreement for the
                purpose
                of analyzing markers (e.g., morphological, molecular and metabolic
                markers) in tumors, cancer cells, serum and urine which may have
                use in
                the development of methods for understanding carcinogenesis, for
                detecting
                and assessing cancer behavior, for assessing the efficacy of cancer
                treatments, and for developing improved cancer treatments.
                

            


    

     

    
      	2.14  	
              Lixte
                has no obligation during or after the term of this Agreement to provide
                or
                otherwise disclose to University or any third party any material
                or
                information which Lixte or its Affiliates produce or derive using
                any
                Material or information provided by University under this Agreement.
                

            


    

     

    
      	2.15  	
              Neither
                Lixte nor any of its Affiliates shall have any obligation during
                or after
                the term of this Agreement to contribute, directly or otherwise,
                to the
                treatment or care of any patient in the care of the University,
                particularly any patient from whom any Material is
                obtained.

            


    

     

    
      	2.16  	
              The
                parties hereto acknowledge their respective obligations to comply
                with all
                applicable laws and regulations in connection with the services provided
                under this Agreement.

            


    

     

    
      	2.17  	
              University
                shall retain all laboratory notebooks containing data generated during
                the
                performance of its obligations under this Agreement. Subject to the
                provisions of Paragraph 2.8, Lixte shall have access to these laboratory
                notebooks during business hours upon request, and shall have the
                right to
                use the data therein for any purpose whatsoever. University shall
                not
                destroy or discard these laboratory notebooks without prior written
                approval from Lixte. University’s obligations under this Paragraph shall
                remain in effect for a period of five (5) years after the expiration
                or
                termination of this Agreement.

            


    

     

    
      	2.18  	
              University
                shall ensure that Supervisor and other scientists and technicians
                who are
                to perform the University’s obligations under this Agreement are willing
                and capable of doing so, and shall ensure that they perform their
                respective obligations with all due care and diligence, in a professional
                and ethical manner, and in accordance with this Agreement and any
                other
                guidelines agreed upon from time to time by the
                parties.

            


    

     

    
      	2.19  	
              In
                order to facilitate University's performance of its obligations under
                this
                Agreement, each party shall appoint a principal contact who shall
                represent the views of his or her respective party. As of the Effective
                Date, the principal contact for University shall be Dr. Arndt Hartmann,
                and the principal contact for Lixte shall be Dr. John Kovach. Each
                party
                hereto shall be free to change its principal contact by notice in
                accordance with Paragraph 9.1.

            


    

     

    
      
        
        

      

      
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    ARTICLE
      III

    PAYMENTS

     

    
      	3.1  	
              In
                consideration for the Services provided under this Agreement, Lixte
                shall
                pay University a total of €72,000. The €72,000 shall be paid to University
                in two (2) installments of €36,000 each. The first installment shall be
                made within sixty (60) days after the Effective Date. The second
                installment shall be made within sixty (60) days after the earlier
                of (i)
                the first anniversary of the Effective Date or (ii) University’s
                fulfillment of its obligations under Paragraphs 2.2 and 2.4 of this
                Agreement. Invoices will be made by University’s Office of Knowledge and
                Technology Transfer (Referat IV/6). The parties to this Agreement
                acknowledge that payments made under this Paragraph are exempt from
                German
                value added tax according to § 4 Nr. 1 a German Value Added Tax Act
                (Umsatzsteuergesetz). Should payments be subject to any tax such
                as, but
                not limited to, sales tax according to applicable United States tax
                law,
                such tax will be borne and paid by Lixte in addition to other payments
                due
                under this Paragraph.

            


    

     

    
      	3.2  	
              Lixte
                will make checks payable to the Department of Pathology, University
                of
                Regensburg. Lixte will send all checks to the University by a method
                specified by the University.

            


    

     

    
      	3.3  	
              Subject
                to the provisions of Paragraph 2.10, Lixte shall not be obligated
                to pay
                University any fee other than that specified in Paragraph 3.1, and
                shall
                not be obligated to pay any fee (including, without limitation, shipping
                costs and compensation to patients) to any third party in connection
                with
                this Agreement. 

            


    

     

    ARTICLE
      IV

    INTELLECTUAL
      PROPERTY

     

    
      	4.1  	
              All
                data, information, results and materials that are developed by Lixte
                using
                Materials during or after the term of this Agreement shall be solely
                owned
                by Lixte. Notwithstanding the foregoing, University shall be free
                to
                independently perform work using any Material, so long as such work
                does
                not involve the use of any data, information, results or materials
                owned
                by Lixte pursuant to this Paragraph 4.1.


            


    

     

    ARTICLE
      V

    CONFIDENTIALITY

     

    
      	5.1  	
              It
                is understood that during the term of this Agreement, University
                and its
                employees may be exposed to information that is confidential and
                proprietary to Lixte. All such information (hereinafter “Lixte
                Confidential Information”),
                whether written or oral, tangible or intangible, that is made available,
                disclosed, or otherwise made known to University and its employees
                by
                Lixte or its employees under this Agreement shall be considered
                confidential and shall be considered the sole property of Lixte.
                It is
                also understood that during the term of this Agreement, Lixte and
                its
                employees may be exposed to information that is confidential and
                proprietary to University. All such information (hereinafter “University
                Confidential Information”),
                whether written or oral, tangible or intangible, that is made available,
                disclosed, or otherwise made known to Lixte and its employees by
                University or its employees under this Agreement shall be considered
                confidential and the sole property of University. University Confidential
                Information together with the Lixte Confidential Information shall
                constitute “Confidential
                Information.”
                Confidential Information shall be (a) marked as confidential, or
                (b)
                otherwise represented by the disclosing party as confidential either
                before or within a reasonable time after its disclosure to the receiving
                party. The Confidential Information shall be used by the receiving
                party
                and its employees only for purposes of performing the receiving party's
                obligations hereunder. This obligation of confidentiality, non-disclosure
                and non-use shall remain in effect for a period of five (5) years
                after
                the expiration or termination of this
                Agreement.

            


    

     

    
      
        
        

      

      
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      	5.2  	
              The
                obligations of confidentiality, non-disclosure and non-use set forth
                in
                Paragraph 5.1 shall not apply to any information
                that:

            


    

     

    
      	5.2.1  	
              is
                or hereafter becomes generally available to the public other than
                by
                reason of any default with respect to a confidentiality obligation
                under
                this Agreement; or

            


    

     

    
      	5.2.2  	
              was
                already known to the recipient as evidenced by prior written documents
                in
                its possession; or

            


    

     

    
      	5.2.3  	
              is
                disclosed to the recipient by a third party who is not in default
                of any
                confidentiality obligation to the disclosing party hereunder;
                or

            


    

     

    
      	5.2.4  	
              is
                developed by or on behalf of the receiving party, without reliance
                on
                confidential information received hereunder as evidenced by written
                documents in its possession; or

            


    

     

    
      	5.2.5  	
              is
                used with the consent of the disclosing party (which consent shall
                not be
                unreasonably withheld) in patent applications under the terms of
                this
                Agreement; or

            


    

     

    
      	5.2.6  	
              has
                been approved in writing by one party for publication by the other
                party;
                or

            


    

     

    
      	5.2.7  	
              is
                required to be disclosed in compliance with applicable laws or regulations
                in connection with the development, approval, manufacture or sale
                of
                products derived from services performed pursuant to this
                Agreement.

            


    

     

    
      	5.3  	
              Subject
                to the provisions of Paragraphs 5.4 and 10.1, Lixte shall be free
                during
                and after the term of this Agreement to make public, or discard,
                any data,
                information, results or materials that are developed by Lixte using
                Materials.

            


    

     

    
      	5.4  	
              Except
                as required by law, neither party shall release to any third party
                or
                publish via press release or otherwise any non-public information
                relating
                to this Agreement without the prior written consent of the other
                party,
                which consent shall not be unreasonably
                withheld.

            


    

     

    
      
        
        

      

      
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    ARTICLE
      VI

    TERM
      AND TERMINATION

     

    
      	6.1  	
              The
                term of this Agreement shall extend from the Effective Date until
                the
                second anniversary of the Effective Date, subject to the other provisions
                of this Article.

            


    

     

    
      	6.2  	
              Lixte
                may terminate this Agreement for any reason by giving sixty (60)
                days’
                prior written notice to University. In the event of termination under
                this
                Paragraph, Lixte will not be obligated to pay any installment under
                Paragraph 3.1 which is due more than sixty (60) days after written
                notice
                of termination is given to University.


            


    

     

    
      	6.3  	
              Either
                Party (the “Non-Breaching
                Party”)
                may, without prejudice to any other remedy available to it at law,
                terminate this Agreement for reasonable cause, such as in the event
                the
                other party (the “Breaching
                Party”)
                shall have materially breached or defaulted in the performance of
                any of
                its material obligations hereunder, and such breach or default shall
                have
                continued for sixty (60) days after written notice thereof was provided
                to
                the Breaching Party by the Non-Breaching Party (or, if such breach
                or
                default cannot be cured within such 60-day period, if the Breaching
                Party
                does not commence and diligently continue actions to cure such breach
                or
                default during such 60-day period). Any such termination shall become
                effective at the end of such 60-day period unless the Breaching Party
                has
                cured any such breach or default prior to the expiration of such
                60-day
                period (or, if such breach or default cannot be cured within such
                60-day
                period and the Breaching Party has commenced and diligently continued
                actions to cure such breach or default, then such termination shall
                become
                effective at such time as the Breaching Party ceases to diligently
                continue actions to cure such breach or default prior to cure). The
                right
                of either party to terminate this Agreement as provided in this Paragraph
                shall not be affected in any way by its waiver or failure to take
                action
                with respect to any previous breach or
                default.

            


    

     

    
      	6.4  	
              Neither
                expiration nor termination of this Agreement shall affect (i) any
                right or
                obligation of either party which has accrued as of the date of expiration
                or termination, or (ii) any right or obligation which expressly survives
                the expiration or termination of this
                Agreement.

            


    

     

    ARTICLE
      VII

    ASSIGNMENT

     

    
      	7.1  	
              Neither
                this Agreement, nor any of the rights and obligations created herein,
                shall be assigned or transferred, in whole or in part, by any party
                hereto
                without the prior written consent of the other party hereto provided,
                however, that Lixte shall have the right to assign this Agreement
                to its
                Affiliates, or to a successor to that part of its business to which
                this
                Agreement relates, without such prior written consent. Any attempted
                assignment or transfer of such rights or obligations without such
                prior
                written consent, except as provided herein, shall be void.
                

            


    

     

    
      	7.2  	
              In
                the event Lixte assigns this Agreement or any right or obligation
                created
                herein pursuant to Paragraph 7.1 of this Agreement, Lixte will inform
                University within twenty (20) days of such assignment. Once informed
                by
                Lixte of such assignment, and notwithstanding the provisions of Paragraph
                6.3 of this Agreement, University shall have the right to terminate
                this
                Agreement by giving sixty (60) days’ prior written notice to Lixte in the
                event such assignment conflicts with University’s obligations under German
                law and regulations. 

            


    

     

    
      
        
        

      

      
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    ARTICLE
      VIII

    FORCE
      MAJEURE

     

    
      	8.1  	
              No
                failure or omission by either party hereto in the performance of
                any
                obligation of this Agreement shall be deemed a breach of this Agreement
                or
                create any liability if the same shall have arisen from any cause
                or
                causes beyond the control of the party provided, in each case, that
                such
                failure or omission is cured as soon as is practicable following
                the
                occurrence of such event. Causes beyond the control of a party shall
                include, without limitation, any act or omission of any government;
                any
                rule, regulation or order issued by any governmental authority or
                by any
                officer, department, agency or instrumentality thereof; a fire; a
                storm; a
                flood; an earthquake; an accident; a war; a rebellion; a terrorist
                act; an
                insurrection; a riot; an invasion; a strike; and a
                lockout.

            


    

     

    ARTICLE
      IX  

     

    NOTICES

     

    
      	9.1  	
              Any
                notice or other communication required or permitted to be given under
                this
                Agreement shall be in writing and shall be deemed to have been given
                if
                (a) personally delivered or sent by facsimile, internationally-recognized
                air courier or first class certified or registered mail, postage
                prepaid,
                return receipt requested, and (b) addressed as
                follows:

            


    

     

    
      	(i)  	
              If
                to University:

            


    

    
      	 	 


    

    
      	 	
              Prof. Dr. Arndt Hartmann

              Institute of Pathology
University of
                Regensburg
D-93042 Regensburg
Germany

            


    

     

    
      	(ii)  	
              If
                to Lixte:

            


    

    
      	 	 


    

    
      	 	
              Dr. John Kovach

              248 Route 25A #2

              East Setauket

              New York 11733

              United States of
                America

            


    

     

    or
      to
      such other address as the party to whom such communication is to be given may
      have furnished to the other party in writing. Any such communication shall
      be
      deemed to have been received when delivered, if personally delivered, or sent
      by
      certified or registered mail, return receipt requested; or when sent by
      facsimile or by internationally-recognized air courier.

     

    
      
        
        

      

      
        -
          9 -

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      X

    PUBLICITY

     

    
      	10.1  	
              The
                text of any press release relating to this Agreement or the transactions
                contemplated herein shall be reviewed in advance by both parties
                and may
                not, except as required by law, be issued without the prior written
                approval of both parties.

            


    

     

    ARTICLE
      XI

    INDEMNIFICATION

     

    
      	11.1  	
              Lixte
                assumes all liability for damages which may arise from Lixte’s use,
                storage or disposal of Material. University shall not be liable for
                any
                loss, claim or demand made by Lixte, or made against Lixte by any
                party,
                due to or arising from the use of Material by Lixte, except to the
                extent
                set forth by mandatory law when caused by University’s gross negligence or
                willful misconduct. 

            


    

     

    
      	11.2  	
              The
                statutory remedies for defects of Material and services rendered
                by
                University shall be limited to the rights set forth in Paragraph
                2.3 of
                this Agreement. Any further warranty claims are excluded. In particular,
                there is no warranty, express or implied, as to the fitness of Material
                for any purpose. There also is no warranty to the extent that any
                defects
                result from the biological nature of Material.


            


    

     

    
      	11.3  	
              University
                shall be liable for claims for damages, whether based on contract
                theory
                or any other legal theory, only to the extent that the damage was
                caused
                by gross negligence or willful misconduct imputable to University.
                In the
                event of (i) bodily injury to an individual or (ii) nonperformance
                regarding a fundamental duty under this Agreement, University also
                shall
                be liable for negligence, such liability being limited (i) to such
                damage
                as University could have reasonably foreseen as of the Effective
                Date or
                (ii) to two times the amount billed for services to Lixte under this
                Agreement, whichever amount is lower. University’s liability shall not
                cover damage caused by use of Material or services which could have
                been
                prevented by Lixte’s examination of such Material or services at regular
                intervals. Any liability under applicable mandatory product liability
                laws
                or other mandatory laws shall remain unaffected.
                

            


    

     

    ARTICLE
      XII

    GOVERNING
      LAW AND ARBITRATION

     

    
      	12.1  	
              All
                matters affecting the interpretation, validity and performance of
                this
                Agreement shall be governed by the laws applicable to agreements
                made in,
                and to be performed in, Germany, Regensburg, without regard to its
                conflict of law principles. 

            


    

     

    
      	12.2  	
              Any
                controversy or claim arising out of or relating to this Agreement,
                or the
                parties’ decision to enter into this Agreement, or the breach thereof
                which cannot be settled amicably shall be finally settled by (i)
                mediation
                if both parties to this Agreement consent thereto, or (ii) arbitration
                by
                one or more arbitrators at the International Chamber of Commerce
                in
                Geneva, Switzerland in accordance with that institution’s rules governing
                arbitrations by one or more arbitrators to be appointed under the
                terms of
                those rules. In any arbitration in which there are three arbitratrors,
                the
                chairperson shall be of judicial education. The award of the arbitration
                will be final and binding upon the parties to this Agreement. As
                provided
                in Paragraph 12.1 of this Agreement, the arbitrator(s) shall apply
                the
                substantive law of Germany, Regensburg. No punitive damages shall
                be
                awarded to either party in the arbitration, and the parties shall
                be
                deemed to have waived any right to such damages. Further, the
                arbitrator(s) shall be bound by the express terms of this
                Agreement.

            


    

     

    
      
        
        

      

      
        -
          10 -

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      XIII

    INTEGRATION

     

    
      	13.1  	
              This
                Agreement constitutes the entire agreement between the parties hereto
                with
                respect to the subject matter hereof, and supercedes all prior agreements,
                understandings and arrangements, whether oral or written, of the
                parties
                with respect thereto. 

            


    

     

    
      	13.2  	
              Any
                amendment to, or modification of, this Agreement must be made in
                writing
                and signed by both parties.

            


    

     

    ARTICLE
      XIV

    GENERAL

     

    
      	14.1  	
              It
                is understood and agreed that University and Lixte shall each have
                the
                status of an independent contractor under this Agreement and that
                nothing
                in this Agreement shall be construed as authorization for either
                party to
                act as an agent for the other.

            


    

     

    
      	14.2  	
              University
                represents and warrants to Lixte that it is not a party to any agreement
                that would prevent it from fulfilling its obligations under this
                Agreement.

            


    

     

    
      	14.3  	
              The
                waiver by either party hereto, whether express or implied, of any
                provision of this Agreement, or of any breach or default of either
                party
                hereto, shall not be construed to be a continuing waiver of such
                provision, a waiver of any succeeding breach or default, or a waiver
                of
                any other provision of this
                Agreement.

            


    

     

    
      	14.4  	
              Should
                any part or provision of this Agreement be held unenforceable or
                in
                conflict with the law of any jurisdiction by a court or other tribunal
                of
                competent jurisdiction, all other provisions, rights and obligations
                shall
                remain in force.

            


    

     

    
      
        
        

      

      
        -
          11 -

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be
      executed on its behalf as of the Effective Date.

     

    
      	 	 	 
	 	UNIVERSITY
              OF
              REGENSBURG
	 
 	 
 	 
 
	 	By:  	/s/ 
	 	
              
Name: Dr.
              Christian Blomeyer
	 	Title:
              Head of Administration


    

     

    
      
        	 	 	 
	 	 
	 
 	 
 	 
 
	 	By:  	/s/ 
	 	
                
                  
Name:
                  Prof. Dr. Arndt Hartmann

              
	 	Title:
                Project Coordinator


      

      
         

        
          	 	 	 
	 	LIXTE
                  BIOTECHNOLOGY, INC.
	 
 	 
 	 
 
	 	By:  	/s/ 
	 	
                  
Name: John
                  S. Kovach
	 	Title:
                  President


        

         

        
          
             

          

          
            -
              12 -

            
              

            

          

          
             

          

        

        

          APPENDIX
            A

           

          Cancer
            Sample and Section Preparation and Storage

           

          1.  Each
            Cancer Sample will be obtained from a specimen of a primary cancer of
            the
            pancreas, stomach, breast, prostate, colon, ovary, bladder or
            kidney.

           

          2.  After
            using a cancer specimen for all indicted clinical purposes, a representative
            5—8
            micron frozen section of the specimen (Section) stained with hematoxylin
            and
            eosin (H & E) will be obtained and a color photomicrograph made
            and sent as a color image via email to Lixte for documentation of the
            presence
            of the desired cancer type. The original H & E-stained frozen
            section will be saved by University along with the cancer specimen.

           

          3.  Each
            Cancer Sample will be placed in a snap—top tissue cassette having specifications
            and source as agreed to by the parties, the closed cassette “snap frozen” by
            immersion in a slurry of isopentane and dry ice or in liquid nitrogen,
            and
            stored at minus 80 degrees Celsius until shipped to Lixte. Each Cancer
            Sample
            sent to Lixte will be sent frozen on dry ice.

           

          Serum
            Sample and Urine Sample Collection and Storage

           

          1.  Each
            Serum Sample will be obtained by withdrawal of venous blood into a glass
            serum
            separator tube without activator. After clotting but within six hours
            of venous
            puncture, the serum (approximately four milliliters) will be removed
            and
            subdivided into about 2 milliliter aliquots in two snap—top cryotubes, labeled,
            and frozen at minus 80 degrees Celsius.

           

          2.  For
            each
            Urine Sample, approximately 10 milliliters of urine will be collected
            before and
            after removal of the primary bladder tumor. Each sample will be subdivided
            into
            each of two snap-top cryovials having specifications and source as agreed
            to by
            the parties, with about 5 milliliters of urine in each, labeled, and
            frozen at
            minus 80 degrees Celsius.

           

          Medical
            and Demographic Information

           

          The
            following patient information should be provided with each Cancer Sample,
            Serum
            Sample and Urine Sample:

           

          1.  Age
            at
            the time of surgery;

           

          2.  Sex;

           

          3.  Ethnicity
            (country of birth, country of birth of parents);

           

          4.  Family
            history regarding the same cancer for which treatment is being provided,
            if such
            history is available;

           

          5.  Histologic
            diagnosis of present cancer including cell type and grade; and

           

          6.  History
            of tobacco use (for cigarette smokers, indicate number of packs per day
            and
            number of years of smoking) , if such history is available.