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                                                                        EX-10.21

                           EXCLUSIVE LICENSE AGREEMENT

                                     BETWEEN

                   INDIANA UNIVERSITY RESEARCH AND TECHNOLOGY
                                   CORPORATION
                                    LICENSOR

                                       AND

                            ANDARA LIFE SCIENCE, INC.
                                    LICENSEE

***  Information redacted pursuant to a confidential treatment request. An
     unredacted version of this exhibit has been filed separately with the
     Commission.


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INTRODUCTION: This Exclusive License Agreement ("Agreement") is made and entered
into on the Effective Date by and between the Indiana University Research and
Technology Corporation., a nonprofit corporation organized under the laws of the
state of Indiana, having its principal offices at 351 West 10th Street,
Indianapolis, Indiana 46202 (hereinafter "IURTC"), and Andara Life Science,
Inc., a corporation organized under the laws of the State of Indiana, having its
address at 6640 Intech Boulevard, Suite 120, Indianapolis, IN 46278 (hereinafter
"ANDARA")

1    BACKGROUND: Through a Memorandum of Agreement between Indiana University
     ("IU") and the Advanced Research and Technology Institute ("ARTI"), the
     predecessor corporation to IURTC, dated January 1, 1997, IU assigns its
     intellectual property to IURTC and IURTC is responsible for managing the
     intellectual property through its Office of Technology Transfer. IURTC is
     the owner of certain Patent Rights and Technical Information (collectively,
     Intellectual Property) that are the subject of this Agreement and has the
     right to grant licenses. IURTC wishes to allow the Intellectual Property to
     be used to further scientific research and for new product development and
     other applications in the public interest and is willing to grant a license
     for such uses. ANDARA represents to IURTC that it has or has a good faith
     intention to develop or acquire the necessary product development,
     manufacturing, and marketing capabilities to commercialize products based
     on such Intellectual Property. ANDARA desires to obtain a license to use
     these properties and information for its own commercial research and
     development endeavors upon the terms and conditions set forth in this
     Agreement. In consideration of these premises and the mutual promises
     contained herein, the Parties further agree as follows.

2    DEFINITIONS: For the purposes of this Agreement, the following words and
     phrases will have the meanings assigned to them below.

     2.1  ANDARA: Andara Life Science, Inc. and its affiliates. For the purpose
          of this definition, affiliate is any person or entity that, directly
          or indirectly, owns or controls a Party or that is controlled by or
          under common control with a Party. "Control(s)" or "controlled by"
          means (a) direct or indirect ownership of at least 50% of the
          outstanding voting securities of a corporation, (b) the right to
          receive at least 50% of the earnings of the person, corporation, or
          other entity in question, or (c) the right to control the business
          decisions of the person, corporation, or other entity in question.

     2.2  Combination Product: Any product that is comprised of a Licensed
          Product and one or more components which are not themselves Licensed
          Products.

     2.3  Confidential Information: shall mean any information of a technical,
          scientific or commercial character which is proprietary to one of the
          Parties hereto or is otherwise in the legitimate possession of such
          party under an obligation of confidence, and which is confidential
          and/or not generally available from public sources, and includes any
          and all documents, electronic data, plans, photographs, apparatus and
          samples containing such information. Information that is assembled
          from a variety of public sources by use of Confidential Information to
          guide a search of such sources, shall also be deemed Confidential
          Information.

***  Information redacted pursuant to a confidential treatment request. An
     unredacted version of this exhibit has been filed separately with the
     Commission.


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     2.4  Development Plan: ANDARA's good faith, bona fide plan for the
          development, manufacture, promotion, importation, sale and/or
          marketing of Licensed Products.

     2.5  Effective Date: July 29, 2005.

     2.6  Field: * * *

     2.7  First Commercial Sale: The earliest date on which ANDARA or any of its
          Sublicensees transfers a Licensed Product for compensation (including
          equivalent cash value for trades or other non-cash payments). The
          transfer of Licensed Products by ANDARA or its Sublicensees strictly
          for their own laboratory research and development purposes,
          beta-testing and/or clinical testing does not constitute a First
          Commercial Sale for the purposes of this Agreement, provided that
          ANDARA or its Sublicensees receive no payment or other compensation or
          value for such Licensed Product in excess of the fully burdened (i.e.,
          direct and indirect) costs of producing and transporting such
          materials.

     2.8  Intellectual Property: Collectively, all Patent Rights and Technical
          Information.

     2.9  Licensed Product: Any product made, made for, used, sold or imported
          by ANDARA or any Sublicensees that: (a) in the absence of this
          Agreement would infringe at least one Valid Claim, or (b) uses a
          process covered by a Valid Claim. Licensed Product also includes any
          product made, and/or method or process used, in whole or in part,
          using or otherwise derived from Technical Information.

     2.10 Party: IURTC or ANDARA. Collectively, IURTC and ANDARA may be referred
          to as the "Parties."

     2.11 Patent Rights: IURTC's interest in the patents and patent applications
          listed in Exhibit A, attached hereto and incorporated by reference
          herein, and all foreign counterparts, continuations,
          continuations-in-part, divisions, extensions, reexaminations and
          reissues thereof, whether filed on, before, or after the Effective
          Date, which trace their earliest priority filing date by unbroken
          lineage to a patent or patent application listed in Exhibit A, or to a
          patent or patent application from which a patent or patent application
          listed in Exhibit A claims priority.

     2.12 Sublicensee: A person or entity to whom ANDARA has granted a
          sublicense pursuant to and in accordance with Article 3 of this
          Agreement.

     2.13 Technical Information: All ideas, data, know-how, trade secrets,
          research information, methods, procedures or processes, technical
          information, copyrights and renewals, designs, drawings,
          specifications, manufacturing methods owned by IURTC, that are
          necessary or useful for the practice of the Patent Rights or for the
          commercialization of one or more Licensed Products, including the
          Technical Information identified in Exhibit B attached hereto and
          incorporated by reference herein. Delivery of the Technical
          Information will commence thirty (30) days after the Effective Date of
          this Agreement.

***  Information redacted pursuant to a confidential treatment request. An
     unredacted version of this exhibit has been filed separately with the
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     2.14 Term: Commencing on the Effective Date and, unless earlier terminated
          in accordance with this Agreement, continuing for the greater of (a)
          ten (10) years, or (b) until the expiration of the last to expire
          patents in the Patent Rights.

     2.15 Territory: Anywhere in the world, except those countries to which
          export of technology or goods is prohibited by applicable U.S. export
          control laws or regulations.

     2.16 Valid Claim: A claim (a) of a pending Patent Rights patent application
          that has not been pending for longer than seven years, or (b) of an
          issued and unexpired Patent Rights patent that has not been held
          invalid or unenforceable by a court or other governmental agency of
          competent jurisdiction in a decision or order that is not subject to
          appeal.

3    LICENSE GRANT: Subject to the terms and conditions set forth in this
     Agreement, IURTC hereby grants to ANDARA and ANDARA hereby accepts, the
     following license during the Term in the Territory:

     3.1  An exclusive, fee-bearing, royalty-free license, including the right
          to grant sublicenses as set forth herein, under the Patent Rights, to
          make, have made, sell, offer for sale, have sold, use, import and have
          imported Licensed Products in the Field.

     3.2  An exclusive, fee-bearing, royalty-free license, including the right
          to grant sublicenses as set forth herein, under the Technical
          Information, to make, have made, sell, offer for sale, have sold, use,
          import, and have imported Licensed Products in the Field.

     3.3  ANDARA may grant sublicenses under this Agreement only in strict
          compliance with the following terms and conditions:

          3.3.1 Only ANDARA is permitted to grant sublicenses. Any sublicense
               granted by ANDARA under this Agreement shall provide that
               Sublicensees:

               3.3.1.1 Indemnify and hold harmless IURTC Indemnitees (as defined
                    in Article 11) to the same extent and under terms no less
                    favorable to IURTC Indemnitees as ANDARA's obligations under
                    Article 11 of this Agreement.

               3.3.1.2 Maintain insurance for IURTC's benefit to the same extent
                    and under terms no less favorable to IURTC as ANDARA's
                    obligations under Article 12 of this Agreement.

               3.3.1.3 Comply with ANDARA's Development Plan referred to in
                    Article 4 of this Agreement if the sublicense includes joint
                    development of Licensed Products.

               3.3.1.4 Will automatically become direct licensees of IURTC under
                    the rights originally sublicensed to it by ANDARA if this
                    Agreement is terminated prior to expiration, provided that
                    (i) the Sublicensee did not cause the termination of this
                    Agreement and (ii) the Sublicensee agrees to comply with all
                    the terms of this Agreement and to fulfill all the
                    responsibilities of ANDARA hereunder. In no event, however,
                    shall a person or entity who becomes a direct licensee
                    pursuant to this provision have any right to grant
                    sublicenses

***  Information redacted pursuant to a confidential treatment request. An
     unredacted version of this exhibit has been filed separately with the
     Commission.


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               under this Agreement. Sublicensing agreements will remain in
               effect if this Agreement is terminated prior to expiration.

          3.3.2 Within thirty (30) days of the effective date of any sublicense,
               ANDARA shall provide IURTC a complete copy of the sublicense and
               all exhibits thereto. If the original sublicense is written in a
               language other than English, the copy of the sublicense and all
               exhibits thereto shall be accompanied by a complete translation
               written in English. ANDARA represents and warrants that such
               translation will be a true and accurate translation of the
               sublicense agreement and its exhibits.

          3.3.3 ANDARA will be primarily liable to IURTC for all of ANDARA's
               obligations contained in this Agreement. Any act or omission by a
               Sublicensee that would be a breach of this Agreement if imputed
               to ANDARA will be deemed to be a breach by ANDARA of this
               Agreement.

     3.4  The license "to have made" granted in Articles 3.1 and 3.2 means that
          ANDARA may contract with one or more third parties to manufacture
          Licensed Products for ANDARA for sale or offer for sale by ANDARA or
          Sublicensees within the scope of its (or their) sales operations.
          ANDARA shall require all such third parties to assume confidentiality
          obligations consonant with Article 7 of this Agreement.

     3.5  IURTC and IU may use the Patent Rights for internal, non-commercial
          educational and research purposes.

     3.6  Nothing in this Agreement shall restrict IU and its faculty, staff,
          students, or employees from publishing the results of their research
          related to the patent applications or patents in the Patent Rights.

     3.7  This Agreement provides ANDARA and Sublicensees no ownership rights of
          any kind in the Intellectual Property. All ownership rights remain the
          property of IURTC. The delivery of Technical Information and the grant
          of license rights thereto under this Agreement do not constitute a
          sale of the same.

     3.8  In accordance with Public Laws 96-517, 97-256 and 98-620, codified at
          35 U.S.C. Sections 200-212, the United States government retains
          certain rights to inventions arising from federally supported research
          or development. Under these laws and implementing regulations, the
          government may impose requirements on such inventions. Licensed
          Products embodying inventions subject to these laws and regulations
          sold in the United States must be substantially manufactured in the
          United States. The license rights granted in this Agreement are
          expressly made subject to these laws and regulations as they may be
          amended from time to time. ANDARA shall be required to abide by all
          such laws and regulations and shall ensure that all sublicenses under
          this Agreement impose a similar requirement upon all Sublicensees.

     3.9  ANDARA shall ensure that appropriate markings, such as "Patent
          Pending" or the Patent Rights patent number or application serial
          number, appear, in accordance with

***  Information redacted pursuant to a confidential treatment request. An
     unredacted version of this exhibit has been filed separately with the
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          each country's patent laws, on all Licensed Products (or their
          packaging, as appropriate) sold by or on behalf of ANDARA and all
          Sublicensees.

4    DILIGENCE: ANDARA agrees to use commercially reasonable efforts to develop,
     manufacture, promote and sell Licensed Products in accordance with the
     Development Plan. ANDARA also agrees that it will require its Sublicensees
     to comply with the standards and obligations of ANDARA set forth herein.

     4.1  Within ninety (90) days of the Effective Date of this Agreement,
          ANDARA will provide IURTC with a Development Plan that contains
          ANDARA's good faith, bona fide plans for commercializing Licensed
          Products as rapidly and extensively as reasonably practicable. The
          Development Plan will include:

          4.1.1 A definition of each Licensed Product planned for development.

          4.1.2 Tasks to be performed by ANDARA, its contractors and/or
               Sublicensees to develop each Licensed Product to the point of
               commercialization, including a good faith estimate of the time
               schedules for specific tasks to be accomplished.

          4.1.3 Identification of the primary country(ies) in which the Licensed
               Product(s) will be sold and a good faith estimate of time of
               First Commercial Sale in the primary country(ies).

     4.2  ANDARA will report progress against the Development Plan in writing to
          IURTC no later than July 31 of each calendar year following the
          calendar year in which the Effective Date falls. All such reports
          shall be considered the Confidential Information of ANDARA.

     4.3  Prior to the First Commercial Sale of each Licensed Product, ANDARA
          will be considered diligent developing each Licensed Product so long
          as ANDARA * * *:

          4.3.1 * * *

     4.4  After the First Commercial Sale, ANDARA will be considered diligent if
          * * *.

     4.5  If, at any time after * * * from the Effective Date, IURTC should
          conclude in its reasonable judgment that ANDARA has not been diligent
          pursuant to any provision of this Article 4, for reasons other than:
          (a) a governmental agency has withheld regulatory approval
          notwithstanding ANDARA's diligent efforts to obtain such approval; (b)
          ANDARA encountered unanticipated technical or scientific problems that
          have been promptly reported in writing to IURTC; or (c) ANDARA
          encountered other causes beyond its reasonable control,
          notwithstanding its diligent efforts to overcome them, and which have
          been promptly reported in writing to IURTC; then IURTC may notify
          ANDARA of its conclusions and the bases therefor and, upon request of
          IURTC, ANDARA must show cause why the license granted hereunder should
          not be terminated. If within * * * after IURTC's service of notice on
          ANDARA the Parties have not resolved the matter through good faith
          negotiations, IURTC may immediately terminate the license granted
          hereunder.

***  Information redacted pursuant to a confidential treatment request. An
     unredacted version of this exhibit has been filed separately with the
     Commission.


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5    FEES AND PAYMENTS

     5.1  As full consideration for the grant of rights in Articles 3.1, 3.2 and
          3.3, ANDARA shall issue to IURTC * * * common shares, without par
          value, of ANDARA (collectively, the "Shares"), which Shares will
          represent * * * % of the issued and outstanding shares of capital
          stock of ANDARA as of the Effective Date. The issuance of such Shares
          to IURTC shall be made in accordance with the terms and conditions of
          an equity subscription agreement having commercially reasonable terms
          and conditions, the drafting of which shall be the responsibility of
          ANDARA. The equity subscription agreement will be executed by IURTC
          within sixty (60) days of the Effective Date of this Agreement.

6    REPORTS

     6.1  ANDARA shall deliver to IURTC, no later than July 31 of each calendar
          year following the calendar year in which the First Commercial Sale
          occurs, a written report, including at least the following:

          6.1.1 The number of Licensed Products sold and the gross revenue from
               such sales.

          All such reports shall be considered the Confidential Information of
          ANDARA.

7    CONFIDENTIALITY

     7.1  All Patent Rights, including patent applications therein, and
          Technical Information designated by IURTC in any reasonable manner as
          confidential within a reasonable time after it is delivered to ANDARA,
          as well as Articles 3 and 5 of this Agreement, are IURTC's
          Confidential Information.

     7.2  ANDARA will maintain in secrecy and not disclose to any third party
          any of IURTC's Confidential Information. ANDARA will ensure that its
          employees have access to IURTC's Confidential Information only on a
          need-to-know basis and are obligated by written agreement to keep
          ANDARA's confidentiality obligations under this Agreement.

     7.3  The obligations of confidentiality specified in Articles 7.1 and 7.2
          will not extend to IURTC's Confidential Information that:

          7.3.1 Becomes part of the public domain through no fault of ANDARA;

          7.3.2 Was known to ANDARA before disclosure to ANDARA by IURTC as
               established by clear and convincing documentary evidence;

          7.3.3 Comprises identical subject matter to that which had been
               originally and independently developed by ANDARA personnel
               without knowledge or use of any IURTC Confidential Information;
               or

          7.3.4 Was disclosed to ANDARA by a third party having a right to make
               the disclosure.

***  Information redacted pursuant to a confidential treatment request. An
     unredacted version of this exhibit has been filed separately with the
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     7.4  Notwithstanding the other terms of this Article 7, ANDARA may, to the
          extent necessary, use IURTC's Confidential Information to secure
          governmental approval to clinically test or market a Licensed Product,
          to comply with a court order or governmental rule or regulation, or to
          show to a potential sublicensee or contractor subject to an
          appropriate confidentiality agreement. ANDARA will, in any such use,
          take all reasonably available steps to maintain confidentiality of the
          disclosed Information and to guard against any further disclosure.

     7.5  Any and all Confidential Information belonging to ANDARA that IURTC
          may receive in the course of performance of this Agreement or during
          the term of this Agreement or thereafter, including without limitation
          Confidential Information received from affiliates, contractors,
          employees, consultants or other agents of ANDARA, shall be treated by
          IURTC as strictly confidential. Unless IURTC receives the prior
          written consent of ANDARA, IURTC shall not, directly or indirectly,
          use any Confidential Information belonging to ANDARA for any purpose
          except pursuant to the provisions of this Agreement. IURTC shall not
          disclose any Confidential Information belonging to ANDARA to any third
          party without the prior written consent of ANDARA.

     7.6  Notwithstanding anything to the contrary herein, either Party may
          disclose the Confidential Information of the other Party pursuant to
          the requirement(s) of a statute, regulation, executive order, or the
          order of a court or government agency, provided that before disclosing
          any Confidential Information of the other Party under this Article
          7.6, a Party shall, unless it may not lawfully do so, promptly notify
          the other Party and allow the other Party reasonable time to oppose
          such a disclosure.

8    REPRESENTATIONS AND WARRANTIES

     8.1  IURTC represents and warrants that:

          8.1.1 It is a corporation organized, existing, and in good standing
               under the laws of Indiana.

          8.1.2 It has the authority to enter into this Agreement and that the
               person signing on its behalf has the authority to do so.

          8.1.3 To the best of its knowledge, it is the owner (subject to any
               rights retained by the U.S. government by operation of law) of
               the Intellectual Property licensed in this Agreement and that it
               has the authority to grant the licenses set forth herein.

          8.1.4 To the best of its knowledge, as of the Effective Date of the
               Agreement, there are no actions, suits or claims pending against
               IURTC challenging IURTC's ownership or control of the
               Intellectual Property licensed in this Agreement.

          8.1.5 To the best of its knowledge, all inventors named in patent
               applications within the Patent Rights have, unless indicated
               otherwise to the contrary, have an obligation to assign to IURTC
               their right, title and interest in and to the patent
               application(s) describing and claiming their invention(s) or have
               already made such an assignment.

***  Information redacted pursuant to a confidential treatment request. An
     unredacted version of this exhibit has been filed separately with the
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     8.2  ANDARA represents and warrants that:

          8.2.1 It is a corporation duly organized, existing, and in good
               standing under the laws of Indiana.

          8.2.2 The execution, delivery and performance of this Agreement have
               been authorized by all necessary corporate action on the part of
               ANDARA and that the person signing the Agreement on behalf of
               ANDARA has the authority to do so.

          8.2.3 The making or performance of this Agreement would not violate
               any separate agreement it has with a third party.

          8.2.4 It is not a party to any agreement or arrangement that would
               prevent it from performing its duties and fulfilling its
               obligations to IURTC under this Agreement.

          8.2.5 It has, or will obtain at the time specified in Article 12, the
               insurance coverage called for in Article 12.

          8.2.6 It will exercise commercially reasonable efforts to obtain any
               additional licenses from any third party needed to perform and
               fulfill its duties and obligations under this Agreement,
               including, but not limited to, the Development Plan.

          8.2.7 There is no pending litigation and no threatened claims against
               it that could impair its ability or capacity to perform and
               fulfill its duties and obligations under this Agreement,
               including, but not limited to, the Development Plan.

     8.3  Nothing in this Agreement shall be construed as:

          8.3.1 A warranty or representation by IURTC or IU as to the validity,
               scope, or efficacy of Patent Rights or Technical Information.

          8.3.2 A grant, by implication, estoppel, or otherwise, of any licenses
               or rights under patents or other intellectual property rights of
               IURTC or other persons, other than the rights expressly granted
               above to Intellectual Property.

          8.3.3 A grant of rights to either Party to use the name of the other
               in advertising, publicity, or otherwise, except as expressly
               authorized herein, without the written permission of the other
               Party.

          8.3.4 A grant of rights to ANDARA to use the name of IU in advertising
               publicity, or otherwise without the written permission of IU.

     8.4  IURTC PROVIDES THE INTELLECTUAL PROPERTY "AS IS" AND MAKES NO
          REPRESENTATIONS AND EXTENDS NO WARRANTIES OF ANY KIND, EITHER EXPRESS
          OR IMPLIED WITH RESPECT TO THE INTELLECTUAL PROPERTY. THERE ARE NO
          EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS OF THE
          INTELLECTUAL PROPERTY OR LICENSED PRODUCTS DERIVED FROM OR INCLUDING
          IT FOR A PARTICULAR PURPOSE, OR THAT THE USE OF THE INTELLECTUAL
          PROPERTY OR ANY LICENSED PRODUCT WILL NOT INFRINGE ANY

***  Information redacted pursuant to a confidential treatment request. An
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          PATENT, COPYRIGHT, TRADEMARK OR OTHER RIGHTS, OR ANY OTHER EXPRESS OR
          IMPLIED WARRANTIES. IURTC MAKES NO REPRESENTATION OR WARRANTY WITH
          RESPECT TO THE PERFORMANCE OF THE INTELLECTUAL PROPERTY OR ANY
          LICENSED PRODUCT, INCLUDING THEIR SAFETY, EFFECTIVENESS, OR COMMERCIAL
          VIABILITY. IURTC WILL NOT BE LIABLE TO ANDARA, OR ITS SUCCESSORS,
          ASSIGNS, CONTRACTORS, OR SUBLICENSEES, OR ANY THIRD PARTY REGARDING
          ANY CLAIM ARISING FROM OR RELATING TO ANDARA'S USE OF THE INTELLECTUAL
          PROPERTY, ANY LICENSED PRODUCT, OR FROM THE MANUFACTURE, USE,
          IMPORTATION OR SALE OF LICENSED PRODUCTS, OR FOR ANY CLAIM FOR LOSS OF
          PROFITS, LOSS OR INTERRUPTION OF BUSINESS, OR FOR INDIRECT, SPECIAL,
          EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND.

     8.5  OTHER THAN THE WARRANTIES EXPRESSLY STATED IN THIS AGREEMENT, ANDARA
          MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES OF ANY KIND, EITHER
          EXPRESS OR IMPLIED. ANDARA WILL NOT BE LIABLE TO IURTC FOR ANY CLAIM
          FOR LOSS OF PROFITS, LOSS OR INTERRUPTION OF BUSINESS, OR FOR
          INDIRECT, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL, DAMAGES OF
          ANY KIND EVEN IF ANDARA IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES
          OR SUCH DAMAGES ARE FORESEEABLE.

9    APPLICATION, PROSECUTION, AND MAINTENANCE OF PATENT RIGHTS

     9.1  ANDARA shall assist IURTC in the preparation, filing, prosecution,
          issue and maintenance of Patent Rights patents and applications. IURTC
          and ANDARA shall both be copied on all communications regarding the
          Patent Rights and applications which include, but are not limited to
          copies of all applications, Patent Office Actions and Responses, and
          all other Patent Office communications.

     9.2  ANDARA will reimburse IURTC for expenses incurred for preparing,
          filing, and prosecuting patents and patent applications in the Patent
          Rights prior to the Effective Date within one hundred eighty (180)
          days after receiving documentation of such. To the best of IURTC's
          knowledge, no such expenses have been incurred as of the Effective
          Date. Subsequent to the Effective Date, IURTC shall provide reasonable
          advance notice to ANDARA of any activity that will incur expenses for
          which reimbursement by ANDARA is required under this Agreement, so
          that ANDARA may prevent such expenses from being incurred.

     9.3  During the Term of the Agreement, ANDARA will reimburse IURTC for all
          reasonable and documented costs and expenses incurred by IURTC in the
          preparation, filing, prosecution, issue and maintenance of patents and
          applications within the Patent Rights within thirty (30) days of
          receipt from IURTC of copies of correctly rendered billing invoices
          for such costs and expenses. An invoice is "correctly rendered" if:
          (i) the amount for which reimbursement is sought is correctly
          calculated; (ii) the invoice is set out in a manner that enables
          ANDARA to ascertain the expenses to which the invoice

***  Information redacted pursuant to a confidential treatment request. An
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          relates and the amount payable in respect of each expense item; and
          (iii) the invoice is accompanied (where reasonably requested by
          ANDARA) by documentation substantiating all expenses for which
          reimbursement is sought. All reimbursements under this Article 9.3 are
          subject to ANDARA receiving a correctly rendered invoice from IURTC.

     9.4  If ANDARA elects not to reimburse IURTC for any documented fees or
          expenditures relating to any Patent Rights, ANDARA shall give IURTC
          written notice of such election at least ninety (90) days in advance
          of the date on which such expenditure is to be made or such fee is due
          to be paid. Upon IURTC's receipt of such notice, the license to those
          patent applications or patents in the Patent Rights granted to ANDARA
          under Articles 3.1 and 3.2 for which IURTC has not been reimbursed
          shall terminate, and IURTC shall be free, at IURTC's sole discretion
          and without any further obligation to ANDARA, to continue prosecution
          or maintenance, for IURTC's sole use and benefit or to abandon the
          patent applications.

10   INFRINGEMENT, ENFORCEMENT, AND DEFENSE

     10.1 The Parties shall give prompt written notice to each other of (a) any
          known or suspected infringement of the Patent Rights or unauthorized
          use of the Technical Information by a third party, and (b) any claim
          that a Licensed Product infringes the intellectual property rights of
          a third party.

     10.2 ANDARA at its sole expense will attempt to abate any infringement of
          the Patent Rights or unauthorized use of Technical Information by a
          third party. Upon receipt of IURTC's written consent, such consent not
          to be unreasonably withheld, ANDARA may initiate and prosecute actions
          in IURTC's name against third parties for infringement of the Patent
          Rights through outside counsel of its choice who are reasonably
          acceptable to IURTC. ANDARA shall consult with IURTC prior to and in
          conjunction with all significant issues, shall keep IURTC informed of
          all proceedings, and shall provide copies to IURTC of all pleadings,
          legal analyses, and other papers related to such actions. IURTC will
          provide reasonable assistance to ANDARA in prosecuting any such
          actions.

     10.3 ANDARA at its sole expense shall defend third party claims for (a)
          patent or intellectual property infringement and injury, and (b)
          death, bodily injury, property damage, damage to business, or product
          liability brought against ANDARA and/or IURTC arising from or relating
          to Intellectual Property or a Licensed Product. ANDARA will have the
          right to conduct the defense of such actions through outside counsel
          of its choice who are reasonably acceptable to IURTC. ANDARA shall
          consult with IURTC prior to and in conjunction with all significant
          issues, shall keep IURTC informed of all proceedings, and shall
          provide copies to IURTC of all pleadings, legal analyses, and other
          papers related to such actions. IURTC will provide reasonable
          assistance to ANDARA in defending any such actions.

     10.4 Notwithstanding anything herein to the contrary and absent IURTC's
          prior written consent, ANDARA shall not settle or compromise any claim
          or action in a manner that

***  Information redacted pursuant to a confidential treatment request. An
     unredacted version of this exhibit has been filed separately with the
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          imposes restrictions or obligations on IURTC, requires any financial
          payment by IURTC, or grants rights or concessions to a third party to
          Intellectual Property or a Licensed Product.

     10.5 If ANDARA fails or declines to take any action under Article 10.2
          within a reasonable time after learning of third party infringement of
          the Patent Rights, IURTC shall have the right, but not the obligation,
          to take appropriate actions against any such third party. If ANDARA
          fails to timely defend a claim or action under Article 10.3, IURTC may
          assume the defense for the account of and at the risk of ANDARA and
          any resulting liability will be deemed conclusively to be a liability
          of ANDARA.

11   INDEMNIFICATION

     11.1 ANDARA shall indemnify, defend, and hold harmless IURTC, its Board of
          Directors, and employees, and IURTC's successors, assigns, and agents
          (collectively, "IURTC Indemnitees") from and against any and all
          judgments, liabilities, losses, damages, actions, claims, or expenses
          (including all attorney's fees and costs incurred by IURTC
          Indemnitees) arising out of, relating to, or incidental to (a) the use
          of any Intellectual Property in the design, development, production,
          manufacture, sale or offer for sale, use, importation, lease,
          marketing or promotion of any Licensed Product by ANDARA or its
          contractors, employees, Sublicensees, assigns, or agents, (b) injury
          or death to any person, damage to property, or any injury to business,
          including, but not limited to, business interruption or damage to
          reputation, arising out of, relating to, or incidental to the use of
          Intellectual Property by ANDARA or the use of a Licensed Product, and
          (c) any third party claim that any use or licensing of Intellectual
          Property by ANDARA or development of Licensed Products by ANDARA
          violates or infringes a third party's intellectual property rights.

     11.2 ANDARA's indemnification obligations shall not apply to any liability,
          damage, loss or expense to the extent that it is attributable to: (a)
          the willful misconduct of the IURTC Indemnitees; or (b) any breach of
          IURTC's warranties or obligations under this Agreement.

12   INSURANCE

     12.1 ANDARA will at all times comply, through insurance or self-insurance,
          with all statutory workers' compensation and employers' liability
          requirements covering all employees with respect to activities
          undertaken in performance of this Agreement. This requirement may be
          met by insurance or self-insurance coverage provided to ANDARA by a
          Sublicensee.

     12.2 In addition to the foregoing, on the first date of the commercial
          distribution of any Licensed Product or on the date of initiation of
          any human trials whichever occurs sooner, ANDARA and any Sublicensees
          as appropriate, will obtain and maintain Broad Form Comprehensive
          General Liability ("BFCGL") insurance with a reputable and financially
          secure insurance carrier(s). The BFCGL insurance will include, among
          all

***  Information redacted pursuant to a confidential treatment request. An
     unredacted version of this exhibit has been filed separately with the
     Commission.


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<PAGE>

          other coverages standing in such BFCGL policies, coverage for product
          liability and contractual liability.

     12.3 The BFCGL insurance policy shall identify IURTC as an additional
          insured and shall provide to ANDARA, its affiliates, and/or each
          Sublicensee, minimum annual limits in the following amounts:

          12.3.1 * * * per occurrence and * * * in the aggregate.

     12.4 Insurance policies purchased to comply with this Article shall be kept
          in force for ten (10) years after the last sale the last Licensed
          Product is sold.

     12.5 ANDARA or any Sublicensee as appropriate, will provide IURTC with a
          certificate of insurance and notices of subsequent renewals. The
          certificates and policies must provide that ANDARA's carrier will
          notify IURTC in writing at least thirty (30) days prior to
          cancellation or material change in coverage.

     12.6 The specified minimum coverages do not constitute a limitation on
          ANDARA's obligation to indemnify IURTC under this Agreement.

13   TERMINATION

     13.1 ANDARA may terminate this Agreement with or without cause on ninety
          (90) days advance written notice to IURTC. The license rights granted
          in Article 3 shall terminate at the end of the 90-day period.

     13.2 IURTC may terminate this Agreement as provided in Article 4.5 for
          ANDARA's failure to meet the diligence requirements of Article 4.

     13.3 A Party may terminate this Agreement on sixty (60) days advance
          written notice to the other Party upon the other Party's material
          breach of the Agreement. The termination becomes effective at the end
          of the 60-day period unless the breaching Party has fully cured the
          material breach within that time, provided that if the material breach
          is incapable of cure within the 60-day period, the breaching Party
          shall have such longer period as is reasonably necessary if the
          breaching Party commences a cure for the material breach within the
          60-day period and diligently pursues the cure until completion. A
          material breach includes, but is not limited to, one or more of the
          following:

          13.3.1 Breach or falsity of any of a Party's representations or
               warranties made in this Agreement.

          13.3.2 Failure by ANDARA to obtain and/or maintain levels of insurance
               as required in Article 12.

          13.3.3 Failure by ANDARA to indemnify in accordance with Article 11 of
               this Agreement.

***  Information redacted pursuant to a confidential treatment request. An
     unredacted version of this exhibit has been filed separately with the
     Commission.


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          13.3.4 Failure by ANDARA properly to engage or consult IURTC in suits
               or claims to abate or defend as required in Article 10 of this
               Agreement, where such failure results in liability to IURTC.

     13.4 If ANDARA enters bankruptcy or receivership, voluntarily or
          involuntarily, all obligations of IURTC and all rights (but not
          obligations) of ANDARA terminate immediately without the need for
          either IURTC or ANDARA to take any action.

     13.5 Upon the date of termination of this Agreement for any reason, ANDARA
          shall return, and shall cause all Sublicensees, if sublicensing
          agreements are also terminated, to return to IURTC all Confidential
          Information of IURTC (as defined in Article 7) received during the
          Term of this Agreement.

     13.6 As of the date of termination of this Agreement by either Party for
          any reason pursuant to the terms herein, all license rights granted to
          ANDARA under Article 3 shall terminate. ANDARA's obligations to pay
          fees or other payments and patent expenses (Article 10) accruing prior
          to termination shall survive termination. Provided all monetary
          obligations of ANDARA to IURTC arising under this Agreement have been
          satisfied, ANDARA and Sublicensees may continue to sell in the
          ordinary course of business for a period of three (3) months following
          the effective date of termination all quantities of Licensed Products
          which are fully manufactured and in ANDARA's and/or Sublicensees'
          normal inventory at the date of termination.

14   USE OF NAMES: Neither Party may use the name of the other for any
     commercial, advertisement, or promotional purpose without the prior written
     consent of the other. ANDARA may not use the name of IU for any commercial,
     advertisement, or promotional purpose without the prior written consent of
     IU.

15   ASSIGNMENT OR PLEDGE OF THE AGREEMENT: This Agreement, in whole or in part,
     shall not be assigned by either Party to any third party without the
     written consent of the non-assigning Party. However, ANDARA may assign the
     entire Agreement, without IURTC's consent, to a third party that acquires
     substantially all of ANDARA's business or assets to which this Agreement
     relates through merger, sale, acquisition, or other similar transaction,
     provided that the successor agrees in writing (with a copy of such assent
     to IURTC within ten (10) days of the effective date of the transaction) to
     assume all obligations and liabilities of ANDARA to IURTC. The rights
     granted in this Agreement may not be pledged or hypothecated in any way by
     ANDARA or any Sublicensee to secure any purchase, lease, or loan.

16   NOTICE: Any required or permissive notice under this Agreement will be
     sufficient if in writing and delivered personally, by recognized national
     overnight courier, or by registered or certified mail, postage prepaid and
     return receipt requested, to the address below and will be deemed to have
     been given as of the date shown on the receipt if by certified or
     registered mail, or the day following dispatch if by overnight courier.

If to IURTC:

***  Information redacted pursuant to a confidential treatment request. An
     unredacted version of this exhibit has been filed separately with the
     Commission.


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<PAGE>

     Vice President of Technology Transfer
     Attn: IURTC Tech # 05124
     Indiana University Research and Technology Corporation
     351 W. 10th Street
     Indianapolis, IN 46202

If to ANDARA:

     Mark Carney, CEO
     Andara Life Science, Inc.
     Suite 120
     6640 Intech Boulevard
     Indianapolis, IN 46278

17   GENERAL PROVISIONS

     17.1 This Agreement shall be governed by and interpreted according to the
          laws of the State of Indiana, to the exclusion of any conflict of law
          or choice of law rule or principle that might otherwise refer
          construction or interpretation of this Agreement to the substantive
          law of another jurisdiction.

     17.2 No waiver of any breach of this Agreement shall constitute a waiver of
          any other breach of the same or any other provision of this Agreement,
          and no waiver shall be effective unless made in writing by the Party
          against whom the waiver is sought to be asserted.

     17.3 The Parties acknowledge that they have read this Agreement, including
          any Exhibits attached hereto, in its entirety and agree that this
          instrument comprises the entire agreement, contract, and understanding
          of the Parties relating to the subject matter of the Agreement.

     17.4 This Agreement cannot be changed, modified or amended except by a
          written instrument subscribed by authorized representatives of the
          respective Parties.

     17.5 Neither Party is an agent or contractor of the other as a result of
          any transaction under or related to this Agreement. Neither Party may
          in any way pledge the other Party's credit or incur any obligation on
          behalf of the other Party.

     17.6 Neither Party shall be liable to the other Party for any special,
          consequential, incidental, exemplary, punitive, or indirect damages
          arising out of or relating to this Agreement, however caused, under
          any theory of liability.

     17.7 The provisions of this Agreement are severable in that if any
          provision in the Agreement is finally determined by a court of
          competent jurisdiction to be invalid or unenforceable, the remaining
          provisions of the Agreement shall remain in full force and effect.

***  Information redacted pursuant to a confidential treatment request. An
     unredacted version of this exhibit has been filed separately with the
     Commission.


                                       15

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     17.8 If the performance of any obligation under this Agreement is prevented
          or impaired by acts of war, riot, acts or defaults of common carriers,
          or governmental laws or regulations, a Party will be excused from
          performance so long as such cause continues to prevent or impair that
          Party's performance. The Party claiming such force majeure excuse must
          promptly notify the other Party of the existence of the cause and must
          at all times use diligent efforts to resume and complete performance.

     17.9 IURTC has no responsibility and assumes no liability for product
          design, development, pre- or post-market regulatory approval,
          servicing, distribution, or marketing of any Licensed Product, or for
          any decisions made or strategies devised relating to any Licensed
          Product.

     17.10 ANDARA agrees, and shall cause all Sublicensees to agree, that in the
          event an IU faculty or staff member serves ANDARA or any Sublicensee
          in the capacity of consultant, officer, employee, board member,
          advisor, or other designation, pursuant to contract or otherwise, such
          IU faculty or staff member shall serve in his or her individual
          capacity, as an independent contractor, and not as an agent or
          representative of IURTC or IU, that IURTC or IU exercises no authority
          or control over such faculty or staff member while acting in such
          capacity, that IURTC or IU receives no benefit from such activity, and
          that IURTC or IU assume no liability or obligation in connection with
          any such work or service undertaken by such faculty or staff member.
          ANDARA further agrees, and shall cause all Sublicensees to agree, that
          any breach, error, or omission by an IU faculty or staff member acting
          in the capacity set forth above in this paragraph shall not be imputed
          or otherwise attributed to IURTC or IU, and shall not constitute a
          breach of this Agreement by IURTC.

     17.11 All representations, warranties, covenants, and agreements made
          herein that, by their express terms or by implication, are to be
          performed after the execution or termination of this Agreement, or are
          prospective in nature, shall survive such execution and/or
          termination, as the case may be. This shall include, but not be
          limited to, the provisions in Articles 7, 8, 11, 12, 13.5 and 14.

     17.12 Each Party shall, at the reasonable request of the other, execute and
          deliver to the other such instruments and/or documents and shall take
          such actions as may be required to more effectively carry out the
          terms of this Agreement.

     17.13 This Agreement may be executed in counterparts, each of which shall
          be deemed an original and all of which when taken together shall be
          deemed one instrument.

WITNESS: The Parties have caused this Agreement to be executed in duplicate by
their duly qualified representatives.

IURTC                                    ANDARA


/s/ Jack H. Pincus                       /s/ Mark A. Carney
--------------------------------------   ---------------------------------------
SIGNATURE                                SIGNATURE

Jack H. Pincus                           Mark A. Carney
--------------------------------------   ---------------------------------------
NAME                                     NAME

***  Information redacted pursuant to a confidential treatment request. An
     unredacted version of this exhibit has been filed separately with the
     Commission.


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Vice President of Technology Trans.      President & CEO
--------------------------------------   ---------------------------------------
TITLE                                    TITLE

7/29/2005                                7/29/2005
--------------------------------------   ---------------------------------------
DATE                                     DATE

***  Information redacted pursuant to a confidential treatment request. An
     unredacted version of this exhibit has been filed separately with the
     Commission.


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                                    EXHIBIT A

1.   * * *.

2.   * * *.

***  Information redacted pursuant to a confidential treatment request. An
     unredacted version of this exhibit has been filed separately with the
     Commission.


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<PAGE>

                                    EXHIBIT B

***  Information redacted pursuant to a confidential treatment request. An
     unredacted version of this exhibit has been filed separately with the
     Commission.


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