Exhibit 10.1


AMENDED AND RESTATED
LICENSE AGREEMENT


BETWEEN


MOUNT SINAI SCHOOL OF
MEDICINE OF


NEW YORK UNIVERSITY


and


LINGUAGEN CORP.


LICENSE AGREEMENT


This License Agreement (the “Agreement”) is made and
effective as of April 2, 2002 (the “Effective Date”), by and between:


MOUNT SINAI SCHOOL OF MEDICINE OF NEW YORK UNIVERSITY, a corporation
organized and existing under the laws of the State of New York and having a
place of business at One Gustave L. Levy Place, New York, NY 10029 (“MSSM”)


AND


LINGUAGEN CORP., a corporation organized and existing under the laws of
the State of Delaware, and having its principal office at 215 College Road,
Suite 310, Paramus, NJ 07652 (“Linguagen”).


RECITALS


WHEREAS, Linguagen is in the business of developing,
marketing and applying certain biotechnology and modern pharmaceutical
techniques to provide solutions to problems related to gustation and olfaction,
including, inter alia, improving
the flavor of bitter oral medicines and food products to the development of
novel treatments for taste dysfunction and obesity; and


WHEREAS, MSSM has certain US and foreign patents
pending relating to the portfolio of taste receptor and taste inhibitors
developed by Dr. Robert Margolskee, while an investigator at the Howard
Hughes Medical Institute (“HHMI”) at MSSM; and


WHEREAS, Linguagen wishes to obtain a license to
manufacture, use, sell, offer for sale and otherwise commercialize the products
covered by such patent applications and any patent resulting from the patent
applications and MSSM wishes to grant Linguagen such license;













NOW, THEREFORE, THE PARTIES HEREBY AGREE AS FOLLOWS:


1.                          Definitions.


Whenever used in this Agreement, the following terms
shall have the following meanings:


a.                          “Affiliate”
shall mean any corporation, firm, limited liability company, partnership or
other entity that directly or indirectly controls or is controlled by or is
under common control with a party to this Agreement. “Control” means ownership,
directly or through one or more Affiliates, of fifty (50%) percent or more of
the shares of stock entitled to vote for the election of directors, in the case
of a corporation, or fifty (50%) percent or more of the equity interests in the
case of any other type of legal entity, status as a general partner in any
partnership, or any other arrangement whereby a party controls or has the right
to control the board of directors or equivalent governing body of a corporation
or other entity.


b.                         “Calendar
Year” shall mean any consecutive period of twelve (12) months commencing on the
first day of January of any year.


c.                          “Field”
shall mean the uses of the Licensed Products in the discovery, validation,
development and production of new and/or improved flavor modifiers for human
and veterinary uses in combination with pharmaceutical formulations,
nutritional supplements, foods and feed supplements to enhance or inhibit
specific taste sensations.


d.                         “Know-How”
shall mean unpatented technical information, research data, designs, formulas,
process information, clinical data and other information which is known to
Dr. Margolskee on the Effective Date and which MSSM has the right to
license, necessary for the exercise or use of the Patent Rights in the Field.


e.                          “License”
shall mean the license under the Patent Rights and Know-How to develop,
manufacture, have manufactured, use, offer for sale and sell the Licensed
Products as provided in Article 2, below.


f.                            “Licensed
Product” shall mean any product, or part thereof which is covered, in whole or
in part by an issued, unexpired claim or pending claim contained in the Patent
Rights in the country in which any such product or part thereof is made, used,
imported sold or offered for sale.


g.                         “Net
Sales” shall mean the total amount invoiced by Linguagen or any Affiliate or
sublicensee of Linguagen to any purchaser of any Licensed Product covered, in
whole or in part, by an issued, unexpired claim or pending claim in USPTO
Serial No. 09/470,467, filed December 22, 1999 or USPTO Serial No. 60/285,209
(Provisional — TRC1 Sweet Receptor), filed April 20, 2001, after deduction of
all the following to the extent applicable to such sales;


(i)                         trade,
cash and quantity credits, discounts, refunds or rebates;


(ii)                      allowances
or credits for returns;



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(iii)                   sales commissions;


(iv)                  sales
taxes (including value added tax), and


(v)                     freight
and insurance charges borne by the seller.


h.                         “Patent
Rights” shall mean, collectively, the U.S. Patent Applications listed on
Exhibit I attached hereto and shall further mean, United States and foreign
patents issuing thereon, and any divisions, continuations, reissues, renewals
and extensions thereof; claims of continuation-in-part applications and patents
directed to subject matter specifically described in the applications listed in
Exhibit I; and claims of all foreign patent applications, patents, and other
intellectual property which are directed to subject matter specifically
described in the United States patents and/or patent applications listed in
Exhibit I.


2.                          The
License.


Subject to the terms and conditions hereinafter set forth, MSSM hereby
grants to Linguagen and Linguagen hereby accepts from MSSM: (i) the exclusive
worldwide right under the Patent Rights, subject to the provisions of clause
(d) and (e) below, to manufacture, and to have manufactured, use, sell and to
have sold, offer for sale and otherwise commercialize the Licensed Products for
use in the Field and (ii) a nonexclusive right to use the Know-How to exercise
or use the Patent Rights in the Field.


a.                          Linguagen
shall be entitled to grant sub-licenses under the License on terms and
conditions not inconsistent with this Agreement (except that the rate of
royalty may be at higher rates than those set forth in this Agreement): (i) to
an Affiliate, and (ii) to other third parties for consideration and in arms-length
transactions.


b.                         All
sub-licenses shall only be granted by Linguagen pursuant to a written
agreement, a true and complete copy of which shall be submitted by Linguagen to
MSSM as soon as practicable after the signing thereof. Each sub-license granted
by Linguagen hereunder shall be subject and subordinate to the terms and
conditions of this License Agreement and shall contain, inter alia, the
following provisions:


(i)                         the
sub-license shall expire automatically on the termination of the License;


(ii)                      the
sub-license shall not be assignable, in whole or in part;


(iii)                   the sub-licensee shall not be
entitled to grant further sub-licenses; and


(iv)                  both
during the term of the sub-license and thereafter the sub-licensee shall be
bound by a secrecy obligation similar to that imposed on Linguagen in Section 7
below, and that the sub-licensee shall bind its employees and agents, both
during the terms of their employment and thereafter, with a similar undertaking
of secrecy.


For purposes of this Agreement, a “sublicense” shall
mean the right granted by Linguagen to any party that is not an Affiliate of
Linguagen to manufacture, use, sell,



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offer for sale and otherwise commercialize any Licensed Products
utilizing the Patent Rights in the Field.


c.                          Any
such sub-license agreement shall also include the text of Sections 7, 9, 10, 15
and 16(e) of this Agreement and shall state that MSSM and HHMI each is an
intended third party beneficiary of such sub-license agreement for purposes of
enforcing such indemnification, insurance and use of name provisions.


d.                         The
License shall be subject to (i) a non-exclusive license in favor of the U.S.
Government to the extent required by Title 35 U.S.C.A. § 200 et seq.,
and 15 CFR § 368 et seq. or as otherwise required by virtue of use of
federal funding in support of inventions claimed within the Patent Rights,
(iii) HHMI’s paid-up, nonexclusive, irrevocable license to use Patent Rights
and Know-How for its noncommercial purposes, but with no right to assign or
sublicense, and (iii) a right and license retained by MSSM on behalf of itself
and its faculty, students and academic research collaborators to practice and
utilize such Patent Rights and the Licensed Products for academic research and
educational purposes only.


e.                          Except
for the License expressly provided in Section 2.a above, neither party hereto
will, as a result of this Agreement, obtain any ownership interest in, or any
other right or license to, any existing technology, patents, or Confidential
Information, as defined in Section 7, below, of the other party.


3.                          License
Fees.


a.                          In
consideration for the grant of the License hereunder, from and after the
Effective Date,


(i)                         Linguagen
shall pay to MSSM royalties of three percent (3%) of Net Sales; and


(ii)                      In
the event Linguagen grants sublicenses with respect to any Licensed Product
pursuant to which Linguagen receives remuneration other than royalties, then
Linguagen shall pay to MSSM 25% of all payments that Linguagen receives from
such sublicensees or other parties, including, without limitation: (a) Contract
Signature Payments, (b) Technology Premium Equity Payments, (c) Third Party
Milestone Payments, (d) Maintenance Fees, or (e) Manufacturing Profits.


As used in this Section 3.a.(ii), the term “Contract
Signature Payment” means license initiation fees and all other up-front
payments made to Linguagen in connection with a sublicense or similar
agreement; “Technology Premium Equity Payment” means payments to Linguagen
equal to A x (B-C), where “A” is the number of Linguagen shares of stock or
other units of equity purchased by the sublicensee, “B” is the unit price paid
by the sublicense, and “C is the fair market value of the equity which shall be
the average closing price of Linguagen Common Stock for the 10 trading days immediately
preceding the date such sublicense is executed, or, if there is no trading
market for the security issued, the good faith determination of the Linguagen’s
board of directors as to its fair market value; “Third Party Milestone Payments”
means payments made to Linguagen upon fulfillment by Linguagen or the
sublicensee of designated development



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objectives or regulatory requirements; “Maintenance Fees” means
payments (such as annual minimum royalties) made by sublicensees to Linguagen
to preserve, or to avoid a forfeiture of rights under, the sublicense
agreement; and “Manufacturing Profits” means the amount by which actual
payments made by a sublicensee to Linguagen for any Licensed Product or
components of any Licensed Product exceeds Linguagen’s standard costs for
manufacture and shipment of such products plus twenty percent (20%) of such
costs, “standard costs” being determined in accordance with generally accepted
accounting principles in the United States;


With respect to any sublicensing or other transaction
to which this Section 3.a.(ii) applies but which relates to products and
services in addition to Licensed Products and for which an allocation would be
necessary, the parties shall meet and attempt to agree on which portion of the
total payments received by Linguagen pursuant to such transaction would be
subject to this Section 3.a.(ii). If the parties cannot agree upon such
allocation within a reasonable period of time, Linguagen shall select an
independent certified public accountant, to which MSSM has no reasonable
objection, to determine such allocation. Such allocation shall be determined in
accordance with generally accepted accounting principles in the United States.


(iii)                   Commencing on the Effective Date,
Linguagen shall, within ninety (90) days from the last day of each June and
December in each Calendar Year during the term of the License, submit to MSSM a
full and detailed report of royalties or payments due MSSM under the terms of
this Agreement for the preceding half year (the “Semi-Annual Report”), setting
forth the Net Sales, and lump sum payments and all other payments or
consideration from sub-licensees upon which such royalties are computed and
including, on a Licensed Product-by-Licensed Product basis at least:


(a)                      the
quantity of Licensed Products used, sold, transferred or otherwise disposed of,


(b)                     the
selling price of each Licensed Product,


(c)                      the
deductions permitted to arrive at Net Sales,


(d)                     the
royalty computations and deductions therefrom based on royalty payments to third
parties.


If no royalties are due, a statement shall be sent to
MSSM stating such fact. The full amount of any royalties or other payments due
to MSSM for the preceding half-year shall accompany each such report on
royalties and payments. Linguagen and all its sub-licensees shall keep for a
period of at least five years after the date of entry, full, accurate and
complete books and records consistent with sound business and accounting
practices and in such form and in such detail as to enable the determination of
the amounts due to MSSM from Linguagen pursuant to terms of this Agreement.


b.                         Commencing
July 1, 2004 and thereafter on July 1 of each Calendar Year, Linguagen shall
pay to MSSM an annual fee in an of $25,000 (the “Annual Minimum Fee”),



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which Annual Minimum Fee may be credited in full against any royalties
and other payments which may accrue pursuant to Section 3.a hereof.


c.                          At
the request and expense of MSSM, Linguagen shall permit (and shall require its
sub-licensees to permit) an independent certified or chartered public
accountant appointed by MSSM (which shall be neither MSSM’s nor Linguagen’s
accountant), at reasonable times and upon reasonable notice, to examine the
records of Linguagen (and its sub-licensees) to the extent necessary to verify
royalty calculations made hereunder; provided, however, that such examination
shall be at the expense of Linguagen if it reveals a discrepancy in the amount
of royalties to be paid in MSSM’s favor of more than five percent. Results of
such examination shall be made available to both Linguagen and MSSM.


4.                          Equity
Participation.


a.                          On
the Effective Date, Linguagen shall issue to MSSM a number of shares of
Linguagen capital stock which, after giving effect to such issuance, shall
equal ten percent (10%) of the then-outstanding capital stock of Linguagen
(assuming full conversion of all then-outstanding convertible securities and
full exercise of any then-outstanding options and warrants). Attached on
Exhibit 2 hereto is a true and correct schedule, setting forth the total number
of shares of capital stock of Linguagen outstanding as of the date hereof
(including all then-outstanding convertible securities, options and warrants)
and the number of shares of capital stock of Linguagen to be issued to MSSM pursuant
to this Section 4.a.


b.                         In
case, at any time after the date hereof, Linguagen enters into subsequent
rounds of financing in which shares of its capital stock (or securities
convertible or exchangeable into such capital stock) are issued, then, at the
time each such issuance becomes effective, MSSM, at no additional cost, shall
receive a distribution of such number of additional securities of like kind to
those issued in such financing, so that MSSM shall maintain an equity ownership
interest equal to 5.5% of the then-outstanding capital stock of Linguagen
(assuming full conversion of all then-outstanding convertible securities and
full exercise of any then-outstanding options and warrants). Such issuance of
additional securities to MSSM shall continue until such time as the aggregate
market capitalization of Linguagen following such most recent financing, as
determined by multiplying the most recent price per share of its capital stock
(either as sold or in conversion valuation) by the total number of shares
outstanding (assuming full conversion of all then-outstanding convertible
securities and full exercise of any then-outstanding options and warrants)
shall equal an amount greater than or equal to $8 million.


5.                          Method
of Payment.


a.                          Royalties
and any other payments due to MSSM hereunder shall be paid to MSSM in United
States dollars.


b.                         Linguagen
shall be responsible for prompt payment to MSSM of all royalties due on sale,
transfer or disposition of Licensed Products by the sub-licensees of Linguagen,
subject to receipt of payment from sub-licensees by Linguagen, in US dollars.



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c.                          As
to sales occurring in currencies other than U.S. Dollars, Net Sales shall first
be calculated in the currency in which sale occurred and then converted to U.S.
Dollars at the closing buying rate for such currency as of the last business
day of the six months for which royalties are due, as set forth in the Wall
Street Journal for such date.


6.                          Development
and Commercialization.


a.                          Linguagen
undertakes to use its best efforts to promote the regular commercial
production, use, and sale of the Licensed Products and otherwise commercialize
the Licensed Products in the Field.


b.                         Within
sixty (60) days after each anniversary of the Effective Date, Linguagen shall
provide MSSM with written reports on all activities and actions undertaken by
Linguagen to commercialize the Licensed Products during the preceding twelve
(12) month period.


7.                          Confidential
Information.


a.                          During
the course of this Agreement, it may be necessary for each party to disclose “Confidential
Information” to the other. For purposes of this Agreement, “Confidential
Information” is defined as Know-How and such other information, and business
data, including without limitation Net Sales data, disclosed by one party (the “Disclosing
Party”) to the other (the “Receiving Party”), either embodied in tangible
materials (including writings, drawings, graphs, charts, or other information)
marked “Confidential” or, if initially disclosed orally, which is reduced to
writing marked “Confidential” within ten (10) days after initial oral
disclosure, other than that information which is:


(i)                         known
by the Receiving Party at the time of its receipt, and not through a prior
disclosure by the Disclosing Party, as documented by the Receiving Party’s
business records; or


(ii)                      at
the time of disclosure, or thereafter becomes, published or otherwise part of
the public domain without breach of this Agreement by the Receiving Party; or


(iii)                   obtained from a third party who has
the legal right to make such disclosure and without any confidentiality
obligation to the Disclosing Party; or


(iv)                  independently
developed by the Receiving Party without the use of Confidential Information
received from the Disclosing Party and such independent development can be
documented by the Receiving Party; or


(v)                     disclosed
to governmental or other regulatory agencies in order to obtain patents,
provided that such disclosure may be made only to the extent reasonably
necessary to obtain such patents or authorizations, and further provided that
any such patent applications shall be filed in accordance with the terms of
this Agreement; or


(vi)                  required
by law, regulation, rule, act or order of any governmental authority to be
disclosed.



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Notwithstanding the foregoing, MSSM shall not disclose to Linguagen any
information regarding or relating to the research of Dr. Robert Margolskee
except for (A) information described in patents included within the definition
of Patent Rights, (B) Know-How, and (C) information that has already been
published or otherwise is in the public domain.


b.                         During
the term of this Agreement and a period of five years following its
termination, the Receiving Party agrees that at all times and notwithstanding
any termination, expiration, or cancellation hereunder, it will hold the
Confidential Information of the Disclosing Party in strict confidence, and will
use all reasonable safeguards to prevent unauthorized disclosure by its
employees and agents. Notwithstanding the foregoing, the parties recognize that
industry standards with respect to the treatment of Confidential Information
may not be appropriate in an academic setting. However, during the period
described above, MSSM agrees to retain Confidential Information of Linguagen in
the same manner and with the same level of confidentiality as MSSM retains its
own Confidential Information.


c.                          The
Receiving Party will maintain reasonable procedures to prevent accidental or
other loss, including unauthorized publication of any Confidential Information
of the Disclosing Party. The Receiving Party will promptly notify the
Disclosing Party in the event of any loss or unauthorized disclosure of the
Confidential Information.


d.                         Upon
written request, the Receiving Party will promptly return to the Disclosing
Party all documents or other tangible materials representing Confidential
Information and all copies thereof.


e.                          The
Receiving Party will immediately notify the Disclosing Party in writing, if it
is requested by a court order, a governmental agency, or any other entity to
disclose Confidential Information in the Receiving Party’s possession. The
Disclosing Party will have an opportunity to intervene by seeking a protective
order or other similar order, in order to limit or prevent disclosure of the
Confidential Information. The Receiving Party will disclose only the minimum
Confidential Information required to be disclosed in order to comply, whether
or not a protective order or other similar order is obtained by the Disclosing
Party.


8.                          Patent
Rights.


a.                          If
either party to this Agreement acquires information that a third party is
infringing one or more of the Patent Rights, the party acquiring such
information shall promptly notify the other party to this Agreement in writing
of such infringement.


b.                         In
the event of infringement of the Patent Rights, Linguagen shall have the right,
but not the obligation, to bring suit against the infringer. Should Linguagen
elect to bring suit against an infringer and MSSM is joined as party plaintiff
in any such suit, MSSM shall have the right to approve the counsel selected by
Linguagen to represent Linguagen, such approval not to be unreasonably
withheld. The expenses of such suit or suits that Linguagen elects to bring,
including any expenses of MSSM incurred in conjunction with the prosecution of
such suit or the settlement thereof, shall be paid for entirely by Linguagen
and Linguagen shall hold MSSM free, clear and harmless from and against any and
all costs of such litigation, including attorney’s fees.



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Linguagen shall not compromise or settle such litigation without the
prior written consent of MSSM which shall not be unreasonably withheld.


c.                          If
Linguagen shall undertake the enforcement or defense of the Patent Rights by
litigation, Linguagen may withhold royalties otherwise thereafter due MSSM
hereunder and apply the same toward reimbursement of up to fifty percent (50%)
of Linguagen expenses, including reasonable attorney’s fees, in connection
therewith, provided, however, that in no event shall such withholding reduce
the amount of the royalty otherwise payable to MSSM for the sale of the
Licensed Products by more than fifty percent (50%).


d.                         If
Linguagen exercises its right to sue, it shall first reimburse itself out of
any sums recovered in such suit or in settlement thereof for all costs and
expenses of every kind and character, including reasonable attorneys’ fees,
necessarily involved in the prosecution of any such suit, and if after such
reimbursement, any funds shall remain from said recovery, the amount of said
funds shall be added to the amount of Net Sales for the calendar quarter in
which such recovery was made.


e.                          If
Linguagen does not bring suit against said infringer pursuant to subsection b,
above, or has not commenced negotiations with said infringer for discontinuance
of said infringement, within ninety (90) days after receipt of such notice,
MSSM shall have the right, but not the obligation, to bring suit for such
infringement and to join Linguagen as a party plaintiff, in which event MSSM
shall hold Linguagen free, clear and harmless from and against any and all
costs and expenses of such litigation, including attorneys’ fees. In the event
MSSM brings suit for infringement of the Patent Rights, MSSM shall have the
right to first reimburse itself out of any sums recovered in such suit or
settlement thereof for all costs and expenses of every kind and character,
including reasonable attorneys’ fees necessarily involved in the prosecution of
such suit, and if after such reimbursement, any funds shall remain from said
recovery, MSSM shall promptly pay to Linguagen an amount equal to fifty (50%)
percent of such remainder and MSSM shall be entitled to receive and retain the
balance of the remainder of such recovery.


f.                            Each
party shall have the right to be represented by counsel of its own selection,
at its sole expense, in any suit for infringement of the Patent Rights
instituted by the other party to this Agreement under the terms hereof.


g.                         Linguagen
shall cooperate fully with MSSM at the request of MSSM, including, by giving
testimony and producing documents lawfully requested in the course of a suit
prosecuted by MSSM for infringement of the Patent Rights; provided MSSM shall
pay all reasonable expenses (including attorneys’ fees) incurred by Linguagen
in connection with such cooperation. MSSM shall cooperate with Linguagen in the
prosecution of a suit by Linguagen for infringement of the Patent Rights,
provided that Linguagen shall pay all reasonable expenses (including attorneys’
fees) involved in such cooperation.


9.                          Liability
and Indemnification.


a.                          Linguagen
shall indemnify, defend and hold harmless MSSM and its trustees, officers,
directors, medical and professional staff, employees, students and agents and
their respective successors, heirs and assigns (the “Indemnitees”), from and
against any claim,



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liability, cost, expense, damage, deficiency, loss, or obligation, of
any kind or nature (including, without limitation, reasonable attorneys’ fees
and other costs and expenses of defense) (collectively, “Claims”) incurred by
or imposed upon the Indemnitees or any one of them in connection with any
claims, suits, actions, demands or judgments: (i) arising out of the design,
production, manufacture, sale, use in commerce or in human clinical trials, lease,
or promotion by Linguagen or by a licensee, Affiliate or agent of Linguagen of
any Licensed Product, or (ii) arising out of any other activities to be carried
out pursuant to this Agreement.


b.                         Linguagen’s
indemnification under subsection 9. a.(i), above, shall apply to any liability,
damage, loss or expense whether or not it is attributable to the negligent
activities of the Indemnitees. Linguagen’s indemnification under subsection a
(ii), above, shall not apply to any liability, damage, loss or expense to the
extent that it is attributable to the gross negligence or intentional
misconduct of the Indemnitees.


c.                          HHMI,
and its trustees, officers, employees, and agents (collectively, “HHMI
Indemnitees”), will be indemnified, defended by counsel acceptable to HHMI, and
held harmless by Linguagen from and against any Claims based upon, arising out
of, or otherwise relating to this Agreement or any sublicense, including
without limitation any cause of action relating to product liability. The
previous sentence will not apply to any Claim that is determined with finality
by a court of competent jurisdiction to result solely from the gross negligence
or willful misconduct of an HHMI Indemnitee.


d.                         Linguagen
shall, at its own expense, provide attorneys reasonably acceptable to MSSM or
HHMI, as the case may be, to defend against any actions brought or filed
against any party indemnified hereunder with respect to the subject of
indemnity contained herein, whether or not such actions are rightfully brought.


10.                    Security
for Indemnification.


a.                          From
and after the Effective Date, Linguagen shall at its sole cost and expense,
procure and maintain policies of comprehensive general liability insurance in
amounts not less than five million ($5,000,000.00) dollars per incident and
five million ($5,000,000.00) dollars annual aggregate and naming the
Indemnitees and HHMI Indemnitees as additional insureds. Such comprehensive
general liability insurance shall provide (i) product liability coverage and
(ii) broad form contractual liability coverage for Linguagen’s indemnification
under Section 9 of this Agreement. The minimum amounts of insurance coverage
required under this Section 10 shall not be construed as a limit of Linguagen’s
liability with respect to its indemnification under Section 9 of this
Agreement.


b.                         Linguagen
shall provide MSSM with written evidence of such insurance upon request of
MSSM. Linguagen shall provide MSSM with written notice at least sixty (60) days
prior to the cancellation, non-renewal or material change in such insurance; if
Linguagen does not obtain replacement insurance providing comparable coverage
within such sixty (60) day period effective immediately upon notice to
Linguagen, MSSM shall have the right to terminate this Agreement effective at the
end of such sixty (60) day period without notice or any additional waiting
periods.



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c.                          Linguagen
shall maintain such comprehensive general liability insurance beyond the
expiration or termination of this Agreement during: (i) the period that any
product, process or service, relating to, or developed pursuant to, this
Agreement is being commercially distributed or sold (other than for the purpose
of obtaining regulatory approvals) by Linguagen or by a licensee, Affiliate or
agent of Linguagen, and (ii) a reasonable period after the period referred to
in (c)(i) above which in no event shall be less than seven years.


11.                    Term
and Termination.


a.                          This
Agreement shall come into force as of the Effective Date. Unless sooner
terminated as provided herein, this Agreement shall expire on the expiration of
the last to expire of the Patent Rights.


b.                         At
any time prior to expiration of the term of this Agreement either party may
terminate this Agreement forthwith for cause upon notice to the other party. “Cause”
for termination of this Agreement shall be deemed to exist if (i) Linguagen
fails to pay the Initial Payment (as defined in Section 12(b) below) in
accordance with the schedule of payments described in Section 12(b) below, (ii)
Linguagen fails to pay the Annual Minimum Fee when due, (iii) the respective
other party materially breaches or defaults in the performance or observance of
any of the other provisions of this Agreement and such breach or default is not
cured within sixty (60) days or, in the case of failure to pay any amounts due
hereunder, thirty (30) days (unless otherwise specified herein), after the
giving of notice by the other party specifying such breach or default, or (iv)
either MSSM or Linguagen discontinues its business or becomes insolvent or bankrupt.


c.                          Any
amount payable hereunder by one of the parties to the other, which has not been
paid by its due date of payment shall bear interest from its due date of
payment until the date of actual payment, at the rate of two percent per annum
in excess of the Prime Rate prevailing at the Citibank, Inc., New York, New
York, during the period of arrears and such amount and the interest thereon may
be set off against any amount due, whether in terms of this Agreement or
otherwise, to the party in default by any non-defaulting party.


d.                         Upon
termination of this Agreement, all rights in and to the Patent Rights shall
revert to MSSM.


e.                          Termination
of this Agreement shall not relieve the parties of any obligation occurring
prior to such termination.


f.                            Sections
3, 7, 9, 10 and 16 hereof shall survive and remain in full force and effect
after any termination, cancellation or expiration of this Agreement.


12.                    Patent
Expenses.


a.                          Linguagen
shall be responsible for and shall pay all expenses relating to the filing,
prosecution and maintenance of the Patent Rights, both those incurred up to the
Effective Date, as well as those incurred after the Effective Date.



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b.                         To
compensate for such costs and expenses which have been incurred by MSSM prior
to March 15, 2002, Linguagen shall pay to MSSM a total amount of $130,000 (the “Initial
Payment”). Initial Payment will be made in four consecutive equal installments
of $32,500 as follows: a first payment (including a previous credit) receipt of
which MSSM hereby acknowledges; a payment of $32,5000 on October 1, 2002; a
payment of $32,5000 on December 31, 2002; and a final payment on, or before
April 1, 2003. Interest on the outstanding balance will be paid at the rate of
Prime plus 2%, and will be paid with each installment.


c.                          MSSM,
at Linguagen’s expense, shall complete the filing of any patents or patent
applications based upon the Patent Rights, if any, through counsel selected by
Linguagen, mutually acceptable to MSSM (“Patent Counsel”). MSSM will supervise
and control all prosecution of the Patent Rights, and Patent Counsel shall
provide copies of all correspondence and documents relating to the prosecution
of the Patent Rights to MSSM and Linguagen. Notwithstanding the foregoing,
Linguagen shall have the right to approve future application filings and
prosecution decisions relating to the Patent Rights that will impact its
financial obligations hereunder. In the event Linguagen determines that an
application filing or prosecution is not in its best interest, then in the event
MSSM files and/or prosecutes such patent application, Linguagen shall have no
rights thereto under this agreement.


13.                    Representation
and Covenants.


a.                          MSSM
hereby represents, warrants, and covenants to Linguagen hereto that it is a
corporation duly organized and validly existing under the laws of the state or
other jurisdiction of its incorporation or formation;


b.                         Linguagen
hereby represents, warrants and covenants to MSSM that it is a corporation duly
organized and validly existing under the laws of the state or other
jurisdiction of its incorporation or formation;


c.                          Each
of MSSM and Linguagen hereby represents, warrants and covenants to the other
party hereto as follows:


(i)                         the
execution, delivery and performance of this Agreement by such party has been
duly authorized by all requisite corporate action;


(ii)                      it
has the power and authority to execute and deliver this Agreement and to
perform its obligations hereunder;


(iii)                   the execution, delivery and
performance by such party of this Agreement and its compliance with the terms
and provisions hereof is not prohibited and does not and will not result in a
breach of any of the terms and provisions of, or constitute a default under,
(i) a loan agreement, guaranty, financing agreement, agreement affecting a
product, or other agreement or instrument binding or affecting it or its
property; (ii) the provisions of its charter documents or bylaws; or (iii) any
order, writ, injunction or decree of any court or governmental authority
entered against it or by which any of its property is bound;



 12
 









(iv)                  the
execution, delivery and performance of this Agreement by such party does not
require the consent, approval, or authorization of, or notice, declaration,
filing or registration with, any governmental or regulatory authority, and the
execution, delivery or performance of this Agreement will not violate any law,
rule or regulation applicable to such party;


(v)                     this
Agreement has been duly authorized, executed and delivered and constitutes such
party’s legal, valid and binding obligation enforceable against it in
accordance with its terms subject, as to enforcement, to bankruptcy,
insolvency, reorganization and other laws of general applicability relating to
or affecting creditors’ rights and to the availability of particular remedies
under general equity principles; and


(vi)                  it
shall comply with all applicable material laws and regulations relating to its
activities under this Agreement.


(vii)               Each party represents that performance
of all the terms of this Agreement will not breach any agreement to keep in
confidence proprietary information acquired by a party prior to the execution
of this Agreement.


d.                         Linguagen
represents and warrants to MSSM that:


(i)                         the
shares of capital stock of Linguagen are duly authorized, validly issued, fully
paid and non-assessable; and


(ii)                      upon
their issuance under Section 4.b hereof, such shares of capital stock of
Linguagen shall be duly authorized, validly issued, fully paid and
non-assessable.


e.                          Except
as otherwise expressly provided herein, MSSM hereby represents, warrants and
covenants to Linguagen that, to the best of its knowledge and belief:


(i)                         MSSM
has the full right, power and authority to grant all of the right, title and
interest in the License;


(ii)                      there
are no judgments or settlements against or owed by MSSM, or any pending or
threatened claims or litigation relating to MSSM’s interest in the Patent
Rights;


(iii)                   it is acquiring Linguagen’s capital
stock for its own account and not with the view to the distribution thereof;
and


(iv)                  MSSM
is an “accredited investor” as such term is defined in the Securities Act of
1933, as amended and the rules and regulations promulgated thereunder.


14.                    Assignment.


Subject to Linguagen’s right to grant sublicenses as
provided in this Agreement, Linguagen shall not have the right to assign,
delegate or transfer at any time to any party, in whole or in part, any or all
of the rights, duties and interest herein granted without first obtaining



 13
 









the written consent of MSSM to such assignment, such consent not to be
unreasonably withheld, provided however, that Linguagen may, without consent,
assign, delegate or transfer its rights and obligations in the event of its
merger or consolidation with another company. Any permitted assignee shall
assume all obligations of its assignor under this Agreement. No assignment
shall relive Linguagen of responsibility for the performance of any accrued
obligations which it has under this Agreement. Any such assignee shall further,
within sixty (60) days of becoming an assignee of rights hereunder, contact an
MSSM’s representatives to discuss such assignee’s plans for the future
development of the Licensed Products. If such assignee determines that it does
not wish to continue the development or marketing obligations required under
this Agreement, then MSSM shall have the right to terminate this Agreement in
accordance with Section 11 hereof.


15.                    Use
of Name.


Neither party may use the name of the other or its
Affiliates in any publicity or advertising. A party may issue a press release
or otherwise publicize or disclose this Agreement or the confidential terms and
conditions hereof only with the prior written consent of the other party.
Linguagen shall not use the name of HHMI, Dr. Robert Margolskee, or any HHMI
trustee, officer or employee, or any abbreviation thereof, without the prior
written consent of HHMI and, where appropriate, the relevant individual.


16.                    Miscellaneous.


a.                          In
carrying out this Agreement the parties shall comply with all local, state and
federal laws and regulations including but not limited to, the provisions of
Title 35 U.S.C.A. § 200 et seq.


b.                         If
any provision of this Agreement is determined to be invalid or void, the
remaining provisions shall remain in effect.


c.                          This
Agreement shall be deemed to have been made in the State of New York and shall
be governed and interpreted in all respects under the laws of the State of New
York. Any and all disputes hereunder shall be brought and resolved solely in
the courts of the State of New York in and for the Borough of Manhattan.


d.                         All
payments or notices required or permitted to be given under this agreement
shall be given in writing and shall be effective when either personally
delivered or deposited, postage prepaid, in the United States registered or
certified mail, addressed as follows:


	
  To MSSM:

  	
  Mount Sinai School of Medicine

  of New York University

  Attention: W. Patrick McGrath

  One Gustave L. Levy Place

  New York, New York 10029-6574

  
	
   

  	
   

  
	
  Copy to:

  	
  General Counsel (at the same address)

  



 



 14
 









 


	
  To Linguagen:

  	
  Linguagen Corp.

  Attention: Harvey D. Homan, Ph.D. MBA

  President and CEO

  215 College Road, Suite 310

  Paramus, New Jersey 07652

  
	
   

  	
   

  
	
  Copy to:

  	
  General Counsel (at the same address)

  and

  David W. Sass, Esq.

  McLaughlin & Stern, LLP

  260 Madison Avenue, 18th Floor

  New York, New York 10016

  



 


or such other address or addresses as either party may
hereafter specify by written notice to the other. Such notices and
communications shall be deemed to have been received by the addresses on the
date of delivery if personally delivered or fourteen (14) days after having
been sent by registered mail.


e.                          This
Agreement and the exhibits attached hereto shall constitute the entire
Agreement between the parties with respect to the subject matter hereof and no
variations, modification or waiver of any of the terms or conditions hereof
shall be deemed valid unless made in writing and signed by both parties hereto.
This Agreement supersedes any and all prior agreements or understandings,
whether oral or written, between Linguagen and MSSM, including without
limitation the original License Agreement between the parties, dated as of
April 1, 2002.


f.                            No
waiver by either party of any non-performance or violation by the other party
of any of the covenants, obligations or agreements of such other party
hereunder shall be deemed to be a waiver of any subsequent violation or
non-performance of the same or any other covenant, agreement or obligation, nor
shall forbearance by any party be deemed to be a waiver by such party of its
rights or remedies with respect to such violation or non-performance.


g.                         The
descriptive headings contained in this Agreement are included for convenience
and reference only and shall not be held to expand, modify or aid in the
interpretation, construction or meaning of this Agreement.


h.                         It
is not the intent of the parties to create a partnership or joint venture or to
assume partnership responsibility or liability. The obligations of the parties
shall be limited to those set out herein and such obligations shall be several
and not joint.


i.                             HHMI
is not a party to this Agreement and has no liability to any licensee,
sublicensee, or user of anything covered by this Agreement, but HHMI is an
intended third-party beneficiary of this Agreement and certain of its
provisions are for the benefit of HHMI and are enforceable by HHMI in its own
name.


[THE NEXT PAGE IS THE
SIGNATURE PAGE]



 15
 









IN WITNESS WHEREOF, the parties hereto have executed
this Agreement as of the date first above written.


	
  MOUNT SINAI SCHOOL OF
  MEDICINE

  OF NEW YORK UNIVERSITY

  	
   

  	
  LINGUAGEN CORP.

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Illegible

  	
   

  	
   

  	
  By:

  	
  /s/ Shawn M. Marcell

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Shawn M. Marcell

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Date:

  	
  8-29-02

  	
   

  	
   

  	
  Date:

  	
  9-12-02

  
										



 


[SIGNATURE PAGE TO
AMENDED AND RESTATED LICENSE AGREEMENT]



 16














EXHIBIT 1


	
  MSSM 

  Docket #

  	
   

  	
  Description

  	
   

  	
  Serial number

  	
   

  	
  Filing Date

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  000803

  	
   

  	
  Activation of Type I PDE Isoforms by Direct
  Interaction with GI Family G-Protein Alpha...*

  	
   

  	
  PCT/US01/28663

  	
   

  	
  9/14/01

  
	
  000803

  	
   

  	
  Activation of Type I PDE Isoforms by Direct Interaction
  with GI Family G-Protein Alpha...*

  	
   

  	
  60/232,552

  	
   

  	
  9/14/00

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  000703

  	
   

  	
  TRC1 (TRI3), A novel taste receptor, identifies the
  sweet responsiveness determining Sac gene

  	
   

  	
  60/285,209

  	
   

  	
  4/20/01

  
	
  000703

  	
   

  	
  TRC1 (TRI3), A novel taste receptor, identifies the
  sweet responsiveness determining Sac gene

  	
   

  	
  PCT/US02/12656

  	
   

  	
  4/22/02

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  991003

  	
   

  	
  Gustducin gamma subunit materials and methods

  	
   

  	
  09/443,958

  	
   

  	
  11/19/99

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  990703

  	
   

  	
  TRP8, A novel transient receptor potential channel
  expressed in taste receptor cells

  	
   

  	
  60/197,491

  	
   

  	
  4/13/01

  
	
  990703

  	
   

  	
  TRP8, A novel transient receptor potential channel
  expressed in taste receptor cells

  	
   

  	
  PCT/US01/12608

  	
   

  	
  4/17/01

  
	
  990703

  	
   

  	
  TRP8, A novel transient receptor potential channel
  expressed in taste receptor cells

  	
   

  	
  09/834,792

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  980701

  	
   

  	
  Inhbiting Gustatory Responses to Bitter Compounds

  	
   

  	
  00-590498

  	
   

  	
   

  
	
  980701

  	
   

  	
  Inhbiting Gustatory Responses to Bitter Compounds

  	
   

  	
  99967519.2

  	
   

  	
   

  
	
  980701

  	
   

  	
  Inhbiting Gustatory Responses to Bitter Compounds

  	
   

  	
  2356533

  	
   

  	
   

  
	
  980701

  	
   

  	
  Inhbiting Gustatory Responses to Bitter Compounds

  	
   

  	
  09/470,467

  	
   

  	
  12/23/98

  
	
  980701

  	
   

  	
  Inhbiting Gustatory Responses to Bitter Compounds

  	
   

  	
  60/113,562

  	
   

  	
  12/23/98

  
	
  980701

  	
   

  	
  Inhbiting Gustatory Responses to Bitter Compounds

  	
   

  	
  PCT/US99/30610

  	
   

  	
  12/22/99

  



 






*                            Indicates
that this is being held jointly with the University of Washington, Seattle











EXHIBIT 2


Capital
Stock of Linguagen


A)                     Shares of
Linguagen capital stock outstanding on the date April 1, 2002:


109.992 of Common Stock (which includes 20 shares currently held in
treasury by Linguagen)


B)                       Number of
shares issued to MSSM: 8.99 shares of Common Stock.