Sublicense Agreement -- redacted


Exhibit 10.37























OMITTED INFORMATION IS THE SUBJECT OF A REQUEST FOR CONFIDENTIAL TREATMENT PURSUANT
  TO RULE 24B-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.


PRESCIENT NEUROPHARMA INC. AND AOI PHARMACEUTICALS, INC.


SUBLICENSE AGREEMENT


Entered into as of December 24, 2001








PRESCIENT NEUROPHARMA INC. AND AOI PHARMACEUTICALS, INC.

SUBLICENSE AGREEMENT





TABLE OF CONTENTS






  

    	 ARTICLE I - DEFINITIONS	 5
	 ARTICLE II –
          GRANT	 8
	  2.1.
	 Exclusive License	 8
	  2.2
	 Non-Commercial Use Acknowledgement	 8
	  2.3
	 Expanded Territory	 8
	 ARTICLE III –
          GENERAL REPRESENTATIONS, WARRANTIES AND COVENANTS	 9
	  3.1
	 LICENSEE’S General Representations,
          Warranties and Covenants	 9
	  3.1.1
	 Corporate Organization.	 9
	  3.1.2
	 No Conflict or Default.	 9
	  3.1.3
	 Litigation.	 9
	  3.1.4
	 Binding Obligation.	 9
	  3.1.5
	 Authority.	 10
	  3.2
	 LICENSOR’S General Representations,
          Warranties and Covenants.	 10
	  3.2.1
	 Corporate Organization.	 10
	  3.2.2
	 No Conflict or Default.	 10
	  3.2.3
	 Litigation.	 10
	  3.2.4
	 Binding Obligation.	 11
	  3.2.5
	 Authority.	 11
	  3.2.6
	 Title.	 11
	  3.2.7
	 Information, Technology and IND
          Transfer; Cooperation; Initial Supply.	 11
	  3.2.8
	 UBC Agreement.	 12
	 ARTICLE IV –
          PAYMENTS AND ROYALTIES	 13


  








  
    	  4.1
	 Initial Payment.	 13
	  4.2
	 Equity In Exchange For Initial
          Payment.	 13
	  4.3
	 Milestone Payments.	 14
	  4.4
	 Royalty Payments.	 14
	  4.5
	 Valid Patent Claim or Market Exclusivity
          Protection.	 15
	  4.6
	 Payment Terms.	 15
	 ARTICLE V - REPORTS
          AND RECORDS.	 15
	  5.1
	 Net Sale Payment Reports	 15
	  5.2.
	 Records and Audit Rights.	 15
	  5.3
	 Annual Financial Reports and Representations.	 16
	 ARTICLE VI - PRODUCT
          DEVELOPMENT AND COMMERCIALIZATION.	 16
	  6.1
	 LICENSEE'S Development Obligations;
          Product Development Plan.	 16
	 ARTICLE VII –
          PATENT RIGHTS.	 17
	  7.1.
	 Patent Rights.	 17
	  7.2
	 Prosecution and Maintenance of
          Patent Rights.	 17
	  7.3
	 Notification of Infringement of
          or by the Patent Rights.	 18
	  7.4.
	 Enforcement of the Patent Rights.	 18
	  7.5.
	 Defense of Third Party Infringement
          Claims.	 19
	  7.6
	 Reduced Royalties.	 19
	 ARTICLE VIII –
          CONFIDENTIALITY	 20
	  8.1
	 Confidentiality.	 20
	 ARTICLE IX - TERM
          AND TERMINATION	 21
	  9.1
	 Term.	 21
	  9.2
	 LICENSEE’S Rights of Termination.	 21
	  9.3
	 LICENSOR’S Rights of Termination.	 22
	  9.4
	 Insolvency of LICENSOR.	 22
	  9.5
	 Effect of Termination.	 23
	  9.5.1
	 Survival.	 23


  





 


  
    	  9.5.2
	 Return of Proprietary Information.	 23
	 ARTICLE X –
          ARBITRATION	 23
	  10.1
	 Scope, Governance and Enforcement.	 23
	  10.2
	 Disputes Regarding or Involving
          Patent Rights.	 23
	  10.3.
	 Costs.	 24
	 ARTICLE XI –
          LIMITED LIABILITY	 24
	 ARTICLE XII –
          DISCLAIMERS, INDEMNIFICATION AND INSURANCE	24
	  12.1
	 Disclaimers.	 24
	  12.2
	 Indemnification and Liability.	 24
	  12.3
	 Insurance.	 25
	 ARTICLE XIII - MISCELLANEOUS
          PROVISIONS	 26
	  13.1
	 Amendment and Waiver.	 26
	  13.2
	 Governing Law and Legal Actions.	 26
	  13.3
	 Headings.	 26
	  13.4
	 Notices.	 26
	  13.5
	 Entire Agreement.	 26
	  13.6
	 Severability.	 26
	  13.7
	 Basis of Bargain.	 27
	  13.8.
	 Relationship of Parties.	 27
	  13.9
	 Assignment.	 27
	  13.10
	 Publicity and Press Releases.	 27
	  13.11
	 Force Majeure.	 27
	  13.12
	 Counterparts.	 28


  





 

Sublicense Agreement


This Sublicense Agreement (this "Agreement") is entered as of December 24,
2001 (the "Effective Date") by and between PRESCIENT NEUROPHARMA INC. ("LICENSOR" or
"Party"), a Canadian corporation, with its principal place of business at 96 Skyway Ave.,
Toronto, ON, Canada M9W 4Y9, and AOI PHARMACEUTICALS, INC. ("LICENSEE" or "Party"), a
wholly-owned subsidiary of ACCESS ONCOLOGY, INC. and a Delaware corporation, with a place of business at 750 Lexington Avenue,
26th Floor, New York, NY 10022  (LICENSEE and LICENSOR together sometimes being referred to as
"Parties").


WHEREAS, LICENSOR is engaged in research and development related to the drug
known as AVLB, including all of its forms (as more fully defined below, the "Licensed Product");


WHEREAS, pursuant to the UBC Agreement (as defined below), LICENSOR is the
exclusive licensee of the Patent Rights (as defined below) relating to the Licensed Product;


WHEREAS, LICENSEE now desires to obtain an exclusive sub-license under the
Patent Rights (as defined below) to develop and have developed, market and have marketed, sell and have sold, distribute and have
distributed, and manufacture and have manufactured, the Licensed Product, upon the terms and conditions hereinafter set
forth;


NOW, THEREFORE, it is agreed as follows:


 ARTICLE I
  - DEFINITIONS.


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


"AFFILIATE" shall mean any company or entity, the voting control of which is at least
fifty percent (50%), directly or indirectly, owned or controlled by LICENSEE, or any company, entity or person, which owns or
controls at least fifty percent (50%), directly or indirectly, of the voting control of LICENSEE, in each case which have
agreements with LICENSEE relating to the Patent Rights or Licensed Product.


"Clinical Study Completion Date" shall mean the execution date of a final clinical trial
report.


"Consent to Sublicense Agreement" shall mean that consent attached hereto as Exhibit
II, to be executed by the University in accordance with Section 4.1 of this Agreement.


5




"Far East" shall mean The People’s Republic of China, Taiwan, Japan, India, and Hong
Kong.


"FDA" shall mean the United States Food and Drug Administration.


"GAAP" shall mean generally accepted accounting principles in the United
States.


"IND" shall mean Investigational New Drug Application with the FDA.


"Insolvency Event" shall mean any event whereby a party: (i) becomes insolvent or
bankrupt; (ii) makes an assignment for the benefit of its creditors; (iii) has a trustee or receiver for all or a substantial part
of its property appointed; (iv) has any case or proceeding or other action commenced or taken against or by it in bankruptcy or
otherwise seeking reorganization, liquidation, dissolution, winding-up, arrangement, composition or readjustment of its debts or
any relief under any bankruptcy, insolvency, reorganization or other similar act or law of any jurisdiction now or hereinafter in
effect. 


"Latin America" shall mean all South American, Central American (including Mexico) and
Caribbean countries.


"Licensed Product" shall mean anhydrovinblastine sulfate (AVLB), with the chemical
name 3’,4’- dehydrovinblastine sulphate and molecular formula
C46H56N4O8-H2SO4.


"Major Market" shall mean any country in the Territory with a patient population in excess
of fifty thousand (50,000) patients per year for the indication approved in that country for treatment by the Licensed
Product.


"Market Price" shall mean the average daily closing price of LICENSOR’S common stock
for the twenty (20) consecutive trading days prior to the date of the applicable equity payment or, in case no such average is
available, the average of the last reported bid and asked prices of the common stock for such twenty (20) day period, in either
case on the Canadian Venture Exchange or the principal national securities exchange on which the common stock is then admitted to
trading or listed, or if not listed or admitted to trading on any such exchange, the average representative closing bid price of
the common stock as reported by the National Association of Securities Dealers, Inc. Automated Quotations System ("NASDAQ")
(including the NASDAQ National Market, Small Cap and Bulletin Board), or other similar organization if NASDAQ is no longer
reporting such information, or, if the common stock is not reported on NASDAQ, the average closing per share bid price for the
common stock in the over-the-counter market or "Pink Sheets" as reported by the National Quotation Bureau or similar organization
for such twenty (20) day period, or if not so available, the fair market price of the common stock as determined in good faith by
the LICENSOR’S Board of Directors, based on recent arms-length equity sales by the LICENSOR and the market conditions at the
time.


"MTD" shall have that meaning ascribed to it in Section 4.1 of this
Agreement.


"NDA" shall mean a New Drug Application with the FDA.


6




"Net Sales" shall mean gross amounts invoiced for sales of the Licensed Product in
the Territory by LICENSEE, its AFFILIATES or sublicensees, as appropriate, to third parties, less the following items: (i) trade,
quantity and cash discounts or rebates actually allowed and taken and any other commercially reasonable adjustments, including,
without limitation, those granted on account of price adjustments, billing errors, rejected goods, damaged goods and recall
returns; (ii) commercially reasonable credits, rebates, charge-back and prime vendor rebates, fees, sales commissions,
reimbursements or similar payments granted or given to wholesalers and other distributors, buying groups, health care insurance
carriers, pharmacy benefit management companies, health maintenance organizations or other institutions or health care
organizations; (iii) any tax, tariff, customs duties, excise or other duties or other governmental charge (other than an income
tax) levied on the manufacturing, sale, transportation or delivery of a Licensed Product and borne by the seller thereof;
(iv) payments or rebates paid in connection with sales of a Licensed Product to any governmental or regulatory authority in
respect of any state or federal Medicare, Medicaid or similar programs; (v) any commercially reasonable charge for packaging,
labeling, freight, insurance or other transportation costs charged to the customer; and (vi) any actual and recorded write-offs for
bad debts.  Additionally, if an Insolvency Event occurs to a sublicensee or a customer of LICENSEE or an AFFILIATE and monies
are owed to LICENSEE or an AFFILIATE by such sublicensee or customer suffering said Insolvency Event, then such monies shall be
deemed uncollectible, and LICENSEE shall not therefore owe royalties on account of the Net Sales price of such debts unless
actually collected, and a proportionate deduction for prospective royalties shall be made on account of any royalties already paid
on such uncollectible Net Sales.  Net Sales, including any actual write-offs for bad debts, shall be calculated in accordance
with GAAP applied on a consistent basis.


"Orphan Drug Designation Period" shall mean that period of time, in each country or
regulatory jurisdiction in the Territory, during which the Licensed Product is designated an "orphan drug" (or similar
designation outside of the United States) by the applicable authorities of that country or regulatory jurisdiction and pursuant to
which the Licensed Product receives exclusive access to the market of such country or regulatory jurisdiction.


"Patent Rights" shall mean:   (a) the patents and patent applications set forth on
Appendix I, and any divisions or continuations thereof, and any patents issued thereon or reissues or extensions thereof,
including continuations, continuations-in-parts, divisions, additions and substitutions; and (b) any patents resulting from any of
the foregoing or in any way related to the Licensed Product and applied for after the date hereof by LICENSOR; and (c) any
reissues and re-registrations with respect to the Patent Rights.  All such Patent Rights shall be added as developed to
Appendix I.


"Payment Report" shall mean a report provided by LICENSEE to LICENSOR in accordance with
Section 5.1 of this Agreement.


"Product Approval" shall mean all authorizations by governmental authorities which are
required for the marketing, promotion, pricing and sale of a Licensed Product in a given country or regulatory jurisdiction,
including all manufacturing, pricing and reimbursement approvals.


7




"Product Development Plan" shall mean a development plan for the Licensed Product
to be created by LICENSEE in accordance with Section 6.1 of this Agreement. 


"Proprietary Information" shall mean all inventions, processes, materials, chemicals,
know-how and ideas and all other business, technical and financial information that either Party obtains from the other Party,
including without limitation, the Product Development Plan and Payment Reports.


"Territory" shall mean all countries and territories of the world except for Latin America
and the Far East.


"UBC Agreement" shall mean that license agreement dated November 25, 1993 by and between
the University and LICENSOR and attached hereto as Exhibit III.


"University" shall mean the University of British Columbia, a corporation continued under
the University Act of British Columbia and having its administrative offices at 2075 Wesbrook Mall, in the City of Vancouver, in
the Province of British Columbia, V6T 1Z3.


 ARTICLE II 
  – GRANT



2.1            Exclusive License.


Subject to the terms and conditions of this Agreement and during the term hereof, LICENSOR
hereby grants to LICENSEE an exclusive sublicense (even as against the LICENSOR) under the Patent Rights to develop and have
developed, market and have marketed, sell and have sold, distribute and have distributed, and manufacture and have manufactured,
the Licensed Products in the Territory, said license to include the right to further sub-license.


2.2          
Non-Commercial Use Acknowledgement.


Notwithstanding Section 2.1 of this Agreement, the Parties acknowledge and agree
that the University may use the Patent Rights without charge in any manner whatsoever for research, scholarly publication,
educational or other non-commercial use, subject to the provisions set forth in Section 11.03 of the UBC Agreement.



2.3            Expanded Territory.


If LICENSOR has not executed an agreement with one of the pharmaceutical companies listed
on Exhibit IV of this Agreement regarding the comprehensive licensing rights of the Licensed Product in Latin America or any
country therein, including the development, manufacturing, marketing, distribution, or sales rights associated with the Licensed
Product in Latin America and the countries therein, within eighteen (18) months after the Effective
Date, then Latin America or any such countries therein shall become part of the Territory and subject to the license set forth
in Section 2.1 of this Agreement.  Furthermore, if, pursuant to an agreement regarding the comprehensive licensing
rights of the Licensed Product in Mexico, the "average wholesale price" (as commonly used in the United States), or its
equivalent in Mexico, for the Licensed Product in Mexico falls below ninety percent (90%) of the "average wholesale price"
(as commonly used in the United States) for the Licensed Product in the United States, Mexico shall become part of the
Territory and subject to the license set forth in Section 2.1 of this Agreement.


8





ARTICLE
III  – GENERAL REPRESENTATIONS, WARRANTIES AND COVENANTS



3.1            LICENSEE’S General
Representations, Warranties and Covenants.


LICENSEE hereby represents, warrants and covenants to LICENSOR that:



3.1.1            Corporate Organization.


LICENSEE is a
corporation duly organized, validly existing, and in good standing under the
laws of the State of Delaware.  LICENSEE has all requisite corporate power
and authority to own, lease, hold and
operate its properties.



3.1.2            No Conflict or Default.


Neither the execution and delivery of this Agreement, nor compliance with the terms and
provisions hereof, will conflict with or result in the breach of any term, condition or provision of the Certificate of
Incorporation or By-Laws of the LICENSEE, or of any agreement, deed, contract, mortgage, indenture, writ, order, decree, commitment
or instrument to which the LICENSEE is a party or by which it or its assets or properties are bound, or constitute a default (or an
event which, with the lapse of time or the giving of notice, or both, would constitute a default) thereunder.



3.1.3            Litigation.


There is no suit, claim, action, litigation or proceeding, administrative or judicial, or
governmental investigation, pending or to the knowledge of the LICENSEE threatened, against the LICENSEE or involving any of its
properties and assets, including without limitation, any claim, proceeding, or litigation for the purpose of challenging, enjoining
or preventing the execution and delivery of this Agreement, the performance of the terms and conditions hereof or the consummation
of the transaction contemplated hereby.  To the knowledge of the LICENSEE there is no reasonable basis upon which any suit,
claim, action, litigation, proceeding or investigation could be brought or initiated.  The LICENSEE is not subject to or in
default under any order, writ, injunction, or decree of any court or governmental authority.



3.1.4            Binding Obligation.


This Agreement is and will be the legal, valid and binding obligation of the LICENSEE
enforceable against it in accordance with its terms, except that such enforcement may be subject to bankruptcy, insolvency,
reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors' rights generally and that the
remedy of specific performance and injunctive or other equitable relief may be subject to equitable defenses and to the discretion
of the court before which any proceeding therefore may be brought.


9





3.1.5           
Authority.


LICENSEE has all requisite power and authority and has taken all corporate action
necessary for the execution, delivery and performance by it of this Agreement.  To the best of its knowledge, LICENSEE has all
requisite licenses and other regulatory approvals to carry on its business as currently conducted and as
proposed to be
conducted in respect of the Product Development Plan described in Section 6.1 of this Agreement.



3.2           
LICENSOR’S General
Representations, Warranties and Covenants.


LICENSOR hereby represents, warrants and covenants to
LICENSEE that:



3.2.1           
Corporate Organization.


LICENSOR
is a corporation duly organized, validly existing, and in good standing under
the laws of Canada, whose principal place of business is located in Ontario. 
LICENSOR has all requisite corporate power
and authority to own, lease, hold and operate its properties.



3.2.2           
No Conflict or Default.


Neither the execution and delivery of this Agreement, nor compliance with the terms and
provisions hereof, will conflict with or result in the breach of any term, condition or provision of the Articles of Incorporation
or the By-laws of the LICENSOR or of any agreement, deed, contract, mortgage, indenture, writ, order, decree, commitment or
instrument to which the LICENSOR is a party or by which it or its assets or properties are bound, or constitute a default (or an
event which, with the lapse of time or the giving of notice, or both, would constitute a default) thereunder.



3.2.3           
Litigation.


There is no suit, claim, action, litigation or proceeding, administrative or judicial, or
governmental investigation, pending or to the best knowledge of the LICENSOR threatened, against the  LICENSOR or involving any of
its properties and assets, including without limitation, any claim, proceeding, or litigation for the purpose of challenging,
enjoining or preventing the execution and delivery of this Agreement, the performance of the terms and conditions hereof or the
consummation of the transaction contemplated hereby.  To the best of LICENSOR's knowledge and belief there is no reasonable
basis upon which any suit, claim, action, litigation, proceeding or investigation could be brought or initiated.  LICENSOR is
not subject to or in default under any order, writ, injunction, or decree of any court or governmental authority.


10





3.2.4           
Binding Obligation.


This
Agreement is and will be the legal, valid and binding obligation of the LICENSOR
enforceable against it in accordance with its terms, except that such
enforcement may be subject to bankruptcy,
insolvency, reorganization, moratorium or other similar laws now or hereafter in
effect relating to creditors' rights generally and that the remedy of specific
performance and injunctive or other equitable relief may be subject to equitable
defenses and to the discretion of the court before which any proceeding
therefore may be brought.



3.2.5           
Authority.


LICENSOR
has all requisite power and authority and
has taken all corporate action necessary for the execution, delivery and
performance by it of this Agreement.



3.2.6            Title.


The UBC Agreement, attached hereto as Exhibit III, is in full force and effect and
is unaltered and unamended.  Pursuant to the UBC Agreement, LICENSOR has all rights and interest in and to the Patent Rights
and the Licensed Product, including exclusive right and interest thereto, free and clear of all liens, charges, encumbrances
or other restrictions or limitations of any kind whatsoever, and there are no licenses, options, restrictions, liens, rights of
others, disputes, royalty obligations, proceedings or claims relating to, affecting, or limiting its rights or the rights of the
LICENSEE under this Agreement or the LICENSOR under the UBC Agreement, including without limitation, those made or claimed by
Intrinsic Research and Development Ltd.  To the best of LICENSOR’S knowledge, there is no claim, pending or threatened,
of infringement, interference or invalidity regarding any part or all of the Patent Rights and their use as contemplated in this
Agreement. 


3.2.7      
Information, Technology and IND Transfer; Cooperation; Initial
Supply.


A.            LICENSOR has supplied
LICENSEE with all data files, pre-clinical and clinical results and other information in its possession relating to the Licensed
Product, including but not limited to chemistry, manufacturing, patents, and regulatory data.  LICENSOR has not omitted
from furnishing LICENSEE with any material information available to it regarding the Licensed Product.  Neither this
Agreement nor any document furnished to LICENSEE by or on behalf of LICENSOR relating to the Licensed Product
contains any untrue statement of a material fact or omits to state a material
fact necessary in order to make the statements contained herein or therein
not misleading.  To the extent that any information provided by LICENSOR
with regard to Appendix I or otherwise is incomplete, LICENSOR shall inform
LICENSEE of any and all relevant additional information and update Appendix I as
necessary to reflect any such additional information, including without
limitation an unconfirmed Israeli patent entitled [******* *** *** ********* **
************************ ************ *** ************] and an unconfirmed
Canadian patent entitled [* *** ******* *** *** ********* ** ***
********************** ************ *** *********** *** ******* *********].


____________________

  * Omitted information is the subject of a request for confidential treatment pursuant to Rule 24b-2 under the Securities
  Exchange Act of 1934 and has been filed separately with the Securities and Exchange Commission.

11




B.            Simultaneous with the
execution of this Agreement, LICENSOR shall transfer or assign the Licensed Product IND into LICENSEE’S
name.


C.            LICENSOR will
continue to provide LICENSEE with access to information and records as may be reasonably necessary for LICENSEE to complete the
Product Development Plan, including, without limitation, causing its representatives and medical and scientific advisors to
cooperate with and provide assistance to LICENSEE as may reasonably be needed for purposes of creating the Product Development
Plan.  Additionally, LICENSOR will use its commercially reasonable best efforts to facilitate a meeting with the FDA as may be
requested by LICENSEE.


D.            LICENSOR agrees that
it will supply LICENSEE with its requirements of clinical supplies of Licensed Products until LICENSEE has established a
commercial manufacturing relationship.  In connection therewith, LICENSOR shall deliver such supplies to LICENSEE within three
(3) months of a request.  It is agreed that LICENSEE will order and LICENSOR will supply such clinical trial materials in
batches of twenty (20) grams at a cost of [*** ******** **** *******]  Dollars ($[********]) per gram, or [****** ********] Dollars ($[*********) per batch, plus a
[*******] Percent ([**]%) mark-up, equaling a total purchase price of [*********** ********* **** *******] Dollars ($[*********])
for a twenty (20) gram batch of clinical supplies.  Such drug substance and drug product shall be manufactured in accordance
with the CMC section of the IND (including without limitation, utilizing the manufacturer and formulator designated therein) under
GMP-like conditions.  LICENSOR shall cooperate with LICENSEE regarding the labeling of the Licensed Product as
appropriate for the applicable protocol(s).



3.2.8            UBC Agreement.


LICENSOR has not breached the terms and conditions of the UBC Agreement.  Aside from
[*** ******* *** ***** ********] Canadian Dollars ($[**********] Canadian) due the University for patent costs, there are no debts
owed by LICENSOR under the UBC Agreement.  LICENSOR shall pay the University this [*** ******* *** ***** ********] Canadian
Dollars ($[**********] Canadian) for patent costs promptly upon execution of this Agreement.


 


____________________

* Omitted information is the subject of a request for confidential treatment
pursuant to Rule 24b-2 under the Securities Exchange Act of 1934 and has been filed separately with the Securities and Exchange
Commission.




12






ARTICLE IV – PAYMENTS AND
ROYALTIES



4.1      Initial Payment.


LICENSEE shall make an initial payment of [*** ******** *** ******* *** *****
********]  United States Dollars
(U.S. $[************]) to LICENSOR, payable as follows:




(a)            [**** *******
********] United States Dollars (U.S. $[**********]) upon execution of this Agreement (concurrent with and conditioned upon: 
(i) LICENSOR’S transfer of the Licensed Product IND into LICENSEE’S name pursuant to Section 3.2.7 of
this Agreement, and (ii) the University’s execution of the Consent to Sublicense Agreement, attached hereto as Exhibit
II);


(b)            [*** ******* ***
***** ********] United States Dollars (U.S. $[**********]) within twenty (20) business days of  completion of a maximum
tolerated dose ("MTD") study for the Licensed Product, to be determined by the principal investigator’s
report, which shall be sent directly to each Party by such principal investigator; and


(c)            [**** *******
********] United States Dollars (U.S. $[**********]) within twenty (20) business days of  completion of treatment of an
additional twenty (20) patients following the MTD study for the Licensed Product, as determined by the receipt of the
principal investigator’s report, which shall be sent directly to each Party by such principal investigator.





LICENSEE shall use its commercially reasonable best efforts to complete the MTD study,
and, if the Agreement is still in effect, LICENSEE shall use its commercially reasonable best efforts to complete a follow-up study
treating twenty (20) additional patients following the MTD study.



4.2       Equity In Exchange For Initial Payment.


At LICENSEE’S option, the initial payment to be paid pursuant to sub-Section
4.1(c) above can be applied to purchase equity in LICENSOR at a [******] percent ([**]%) premium to the Market Price at the
time such payment becomes due and payable.  If LICENSEE executes such option, LICENSEE shall purchase that number of shares of
LICENSOR’S common stock determined by dividing [**** ******* ********] United States Dollars (U.S. $[**********]) by the then
effective Market Price multiplied by one and one-fifth (1.2).  Subject to regulatory approval, the purchase of such shares
shall be pursuant to and in accordance with the Stock Purchase Agreement attached hereto as Exhibit I.  LICENSOR
shall use its best efforts to promptly obtain such regulatory approval.


 


____________________

* Omitted information is the
subject of a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act of 1934 and has been filed
separately with the Securities and Exchange Commission.


13






4.3            Milestone Payments.


A.       LICENSEE shall make
the following milestone payments to LICENSOR:




(a)            [*** ******** ****
******* ********] United States Dollars (U.S. $[************]) to be made upon the earlier of either:  (i) the commencement
date of the first, randomized, controlled, Phase III clinical trial for the Licensed Product, or (ii) eighteen (18) months
after the Clinical Study Completion Date of the last Phase II clinical trial for the Licensed Product;


(b)            [****
*******]  United States Dollars
(U.S. $[************]) to be made on or prior to the date which is ninety (90) days after the Clinical Study Completion Date of the
first, randomized, controlled, Phase III clinical trial for the Licensed Product; and


(c)            [*** *******] United
States Dollars (U.S. $[*************] to be made within ninety (90) days of the earlier of:  (i) the date of the first
commercial sale of the Licensed Product in a Major Market, and (ii) the date of FDA marketing approval for the Licensed
Product.





B.            At LICENSEE’S
option and subject to regulatory approval, [*****] Percent ([**]%) of the last milestone payment shall be applied to purchase
common stock of LICENSOR at a [*****] Percent ([**]%) premium to the Market Price and otherwise pursuant to and in accordance with
the Stock Purchase Agreement attached hereto as Exhibit I.  LICENSOR shall use its best efforts to promptly obtain such
regulatory approval.  If LICENSEE executes such option, LICENSEE shall purchase that number of shares of LICENSOR’S
common stock determined by dividing [**** *******] United States Dollars (U.S. $[************]) by the then effective Market Price
multiplied by one and one-half (1.5). 



4.4       Royalty Payments.


LICENSEE shall pay LICENSOR a royalty of [****] Percent ([*]%) of the Net Sales of the
Licensed Product or any product which incorporates an improvement by LICENSEE of the Patent Rights if and when such
improvement infringes upon the Patent Rights in the Territory.


____________________

* Omitted information is the subject of a request for confidential treatment
pursuant to Rule 24b-2 under the Securities Exchange Act of 1934 and has been filed separately with the Securities and Exchange
Commission.


14




 



4.5       Valid Patent Claim or Market Exclusivity Protection.


No payment shall be made on Net Sales of the Licensed Product unless:  (i) the
manufacture or sale of the Licensed Product is covered in whole or in part by a valid and unexpired claim contained in the
Patent Rights in the country in which it is made or sold, or (ii) the sale of the Licensed Product occurs during an Orphan
Drug Designation Period in the country in which it is sold.



4.6            Payment Terms.


A.            Payments under
Section 4.4 will be due within sixty (60) days of the end of each calendar quarter with respect to Net Sales recognized or
received in such quarter.


B.            All such payments are
to be made in United States Dollars and wired to LICENSOR’S bank account in Toronto.  Late payments shall bear interest
at the lower of:  (i) the Citibank, N.A., prime rate plus three percent (3%) per annum or (ii) the maximum rate allowed by
law.


C.            If necessary, Net
Sales conversion from foreign currency to United States Dollars will be determined on the last business day of each calendar
quarter based on the exchange rate published in the Wall Street Journal on the last business day of the quarter.


 ARTICLE V 
  - REPORTS AND RECORDS



5.1       Net Sale Payment Reports.


With each payment based on Net Sales, LICENSEE shall provide LICENSOR with a payment
report (each, a "Payment Report"), which accurately delineates on a country-by-country basis: (a) the number of
Licensed Products sold during the applicable period, (b) the calculation of Net Sales for the calendar quarter and calendar
year to date, and (c) the calculation of the amount due to LICENSOR under this Agreement.



5.2            Records and Audit Rights.


LICENSEE shall keep complete and accurate records reflecting all information necessary or
useful in verifying the accuracy of each Payment Report for six (6) years after such Payment Reports are issued.  LICENSOR
shall have the right to hire an independent certified public accountant to inspect (and copy as necessary) all such records so
required to be kept by LICENSEE (which accountants shall agree in writing to keep all information confidential except as needed to
disclose any discovered discrepancies); provided, such audit: (i) is conducted during normal business hours, (ii) is conducted no
more often than once per year, and (iii) is conducted only after LICENSOR has given thirty (30) days prior written notice. 
LICENSOR shall bear the full cost and expense of such audit, unless an underpayment to LICENSOR in excess of the greater of [*****
********]  United States Dollars
(U.S. $[*********]) and a [****] percent ([*]%) discrepancy is discovered, in which event LICENSEE shall bear the full cost and
expense of such audit.  Regardless of the amount of discrepancy discovered, all discrepancies which are not disputed shall be
immediately due and payable. 




____________________

  * Omitted information is the subject of a request for confidential treatment pursuant to Rule 24b-2 under the Securities
  Exchange Act of 1934 and has been filed separately with the Securities and Exchange Commission.

15 





5.3       Annual Financial Reports and Representations.


Within ninety (90) days of the end of each calendar year, LICENSEE shall deliver to the
LICENSOR its year-end financial statements and updated statements, signed by a senior officer, related to the matters contained in
its representations set forth in Section 3.1 of this Agreement.  LICENSEE’S statements shall be solely for
informational purposes and no change or update to such representations shall give rise to any breach under this Agreement. 
Failure to deliver such financial or updated statements pursuant to this Section 5.3 on a timely basis shall not give rise
to breach under this Agreement.



ARTICLE VI - PRODUCT DEVELOPMENT
AND COMMERCIALIZATION



6.1            LICENSEE'S Development Obligations;
Product Development Plan.


LICENSEE represents, warrants and agrees to undertake the following development
obligations:


A.            LICENSEE shall be
solely responsible for the cost of developing and commercializing the Licensed Product in the Territory.


B.            LICENSEE shall use
its commercially reasonable best efforts to bring the Licensed Product to market in the Territory pursuant to the Product
Development Plan.  LICENSEE shall create and maintain the Product Development Plan in accordance with the following
procedures:


(i)            As soon as practical
after the date hereof, LICENSEE will assemble an advisory panel meeting to include such experts as LICENSEE deems
necessary or appropriate to assist in the development of LICENSEE’S clinical and regulatory strategy;


(ii)            LICENSEE shall use
its commercially reasonable best efforts to create the Product Development Plan for the clinical development of the Licensed
Products no later than one hundred and eighty (180) days after the date hereof and shall promptly deliver a copy of such
Product Development Plan to LICENSOR and the University; and


 


16




(iii)            From time to time,
LICENSEE may revise the Product Development Plan to take into consideration data and other information that becomes available; if
LICENSEE makes any material changes to the Product Development Plan, then LICENSEE shall promptly deliver a revised Product
Development Plan to LICENSOR and the University.


C.            LICENSEE shall
provide written annual reports on its research and product development progress and/or efforts to commercialize under the Product
Development Plan for the Licensed Product within ninety (90) days after December 31st of each calendar year.


D.            LICENSOR acknowledges
that LICENSEE shall have the right to select and own all Licensed Product trademarks.  LICENSEE shall create, search,
prosecute, register and maintain any and all Licensed Product trademarks.  All costs associated with such development of
Licensed Product trademarks shall be borne by LICENSEE.


E.            LICENSEE shall use
its commercially reasonable best efforts to conform with all applicable government regulations relating to developing and marketing
the Licensed Product.  LICENSEE shall promptly inform LICENSOR of any notice from any government regulatory authority
regarding any violation of a government regulation relating to developing and marketing the Licensed Product.


F.            It is
LICENSEE’S current intention to evaluate the Licensed Product in the treatment of non-small cell lung cancer, and to the
extent such intention remains clinically promising and commercially reasonable, LICENSEE shall pursue the use of the Licensed
Product in the treatment of non-small cell lung cancer.  Additionally, it is LICENSEE’S current intention to explore the
use of the Licensed Product in other indications, which may include, without limitation, cervical, colon and breast cancer, to the
extent such other indications are clinically promising and commercially reasonable in the sole judgment of LICENSEE.


 ARTICLE
  VII – PATENT RIGHTS



7.1       Patent Rights.


The University is and shall continue to be the sole owner of any and all intellectual
property rights associated with the Patent Rights.



7.2            Prosecution and Maintenance of Patent
Rights.


LICENSEE shall assume all of  
LICENSOR’S prospective
rights and obligations as of the Effective Date relating to the Patent Rights as set forth in Article 9 of the UBC Agreement,
attached hereto as Exhibit III.


17





7.3            Notification of Infringement of or by
the Patent Rights.


If either Party becomes aware or receives notice that any activity of any third party that
involves or may involve infringement or violation of the Patent Rights in the Territory or if either Party
becomes aware or
receives notice that the Licensed Product is infringing or is being claimed or threatening to infringe the rights of any
third party, then such Party shall promptly notify the other Party in writing of such actual or threatened infringement or
violation.  In addition, the Parties shall keep each other reasonably informed as to the status and progress of any action or
defense pursuant to this Article VII.



7.4            Enforcement of the Patent
Rights.


A.            If, pursuant to
notice under Section 7.3 or otherwise, LICENSEE becomes aware of any activity on the part of any third party that involves
or may involve infringement or violation of the Patent Rights in the Territory, it shall have the right, but not the obligation, to
institute, prosecute and control any legal proceeding to prevent or restrain such infringement.  In any such legal proceeding,
LICENSOR shall, at LICENSEE’S expense, fully cooperate with LICENSEE, including without limitation, being joined as a party
to such action and, to the extent possible, having its employees testify when requested and making available relevant records,
papers, information, samples, specimens, and the like.  In addition, LICENSOR shall use its commercially reasonable best
efforts to obtain the cooperation of the University.  LICENSEE shall inform LICENSOR as soon as commercially reasonable if it
decides not to bring any legal action pursuant to this Section 7.4.


B.            If LICENSEE initiates
and prosecutes any action under this Section 7.4, then all legal expenses (including court costs and attorneys' fees) shall
be borne by LICENSEE, and LICENSEE shall be entitled to first recover such expenses and lost royalties out of any judgment,
settlement or compromise, and then LICENSOR shall be entitled to recover any royalty amounts lost pursuant to reductions under
Section 7.6(A) of this Agreement, and the remainder shall be included as Net Sales for which royalties are due under
Section 4.4 of this Agreement.  If the judgment or settlement of any action taken by LICENSEE under this Section
7.4 is insufficient to cover LICENSEE’S expenses incurred in such action, then LICENSEE may recover the difference by
deducting such difference from Net Sales.


C.            If LICENSEE does not,
within three (3) months after notice of actual or alleged patent infringement within the scope of LICENSEE'S license hereunder,
commence action directed toward restraining or enjoiningsuch actual or alleged patent infringement, then LICENSOR may, at its
option, take such legally permissible action as it deems necessary or appropriate to enforce the Patent Rights and restrain such
actual or alleged infringement.  If LICENSOR elects to take action pursuant to this sub-Section 7.4(C),
then:


(i)            all legal expenses
(including court costs and attorneys' fees) shall be borne by LICENSOR, and LICENSOR shall be entitled to first recover such
expenses and any royalty amounts lost pursuant to reductions under Section 7.6(A) of this Agreement out of any judgment,
settlement or compromise, and the remainder shall be included as Net Sales for which royalties are due under Section 4.4 of
this Agreement; and


18




(ii)            LICENSEE will fully
cooperate therewith at LICENSOR'S expense and, to the extent possible, have its employees testify when requested and make available
relevant records, papers, information, samples, specimens, and the like.



7.5            Defense of Third Party Infringement
Claims.


A.            If, pursuant to
notice under Section 7.3 or otherwise, LICENSEE becomes aware that the Licensed Product is infringing or is being
claimed or threatening to infringe the rights of any third party, it shall have the right, but not the obligation, to control any
discussions or legal proceedings directed against the Licensed Product.  In any such action, LICENSOR shall, at
LICENSEE’S expense, fully cooperate with LICENSEE, including without limitation, being joined as a party to such action and,
to the extent possible, having its employees testify when requested and making available relevant records, papers, information,
samples, specimens, and the like.  In addition, LICENSOR shall use its commercially reasonable best efforts to obtain the
cooperation of the University and any other third party licensor in connection with the defense of any Licensed
Product.


B.            If LICENSEE defends
any action under this Section 7.5, then all legal expenses (including court costs and attorneys' fees) shall be borne by
LICENSEE, and LICENSEE shall be entitled to first recover such expenses out of any judgment, settlement or compromise, and the
remainder shall be included as Net Sales for which royalties are due under Section 4.4 of this Agreement.


C.            If LICENSOR is named
in any third party action regarding alleged infringement by the Licensed Product and LICENSEE has not taken action pursuant
to sub-Section 7.5(A), then LICENSEE shall, at LICENSOR’S expense, fully cooperate with LICENSOR, including without
limitation, being joined as a party to such action and, to the extent possible, having its employees testify when requested and
making available relevant records, papers, information, samples, specimens, and the like.


D.            If LICENSOR defends
any action under sub-Section 7.5(C), then all legal expenses (including court costs and attorneys' fees) shall be borne by
LICENSOR, and LICENSOR shall be entitled to first recover such expenses out of any judgment, settlement or compromise, and the
remainder shall be included as Net Sales for which royalties are due under Section 4.4 of this Agreement.



7.6            Reduced Royalties.


A.            Under any action
taken by LICENSOR or LICENSEE pursuant to sub-Sections 7.4(A) and (C), respectively, to enforce the Patent Rights during any
alleged infringement by a third party, the Parties shall reduce prospectively 
the royalties with respect to Net Sales of the
Licensed Product (until such infringement 
ceases or is sub-licensed from LICENSEE) to
reflect the reduced value (if any) of LICENSEE'S license.  The amount, if
any, of this reduction shall be agreed upon by the Parties (pursuant to
reasonable and good faith negotiation, or if the Parties cannot agree within
sixty (60) days, upon determination by binding arbitration in accordance with Article X of this Agreement).


19




B.            Under any action
taken by a third party pursuant to Section 7.5 regarding any alleged or actual infringement by the Licensed Product,
the Parties shall reduce prospectively the royalties with respect to Net Sales of the Licensed Product
(until such third party action ceases, is settled or is subjected to a final
judicial determination) to reflect the reduced value (if any) of LICENSEE'S
license.  The amount, if any, of this reduction shall be agreed upon by the
Parties (pursuant to reasonable and good faith negotiation, or if the Parties
cannot agree within sixty (60) days, upon determination by binding arbitration
in accordance with Article X of this Agreement).


C.            Upon a final
determination of the rights of the Parties regarding a proceeding brought under Sections 7.4 or 7.5, LICENSEE’S
royalty payments to LICENSOR specified in Section 4.4 of this Agreement shall be reduced by an amount equal to
LICENSEE’S otherwise unrecovered damages, settlements, costs, losses, and other expenses (including, without limitation,
attorneys' fees) incurred in connection with:  (i) third-party claims of infringement; (ii) acquisition of rights to necessary
third-party technology; (iii) enforcing and defending the patent rights licensed hereunder as and if authorized under this
Agreement; or (iv) material breach of this Agreement by LICENSOR, including without limitation, a breach of Section 3.2.6 of
this Agreement.  The amount, if any, of this reduction shall be agreed upon by the Parties (pursuant to reasonable and
good faith negotiation, or if the Parties cannot agree within sixty (60) days, upon determination by binding arbitration
in accordance with Article X of this Agreement).


ARTICLE VIII – CONFIDENTIALITY





8.1           
Confidentiality.


A.            Each Party agrees
that all Proprietary Information is confidential.  Except as expressly allowed in this Agreement, the receiving Party of any
Proprietary Information will hold in confidence and not use or disclose any Proprietary Information of the disclosing Party and
shall similarly bind its employees in writing.  The receiving
Party shall not be obligated under this Section
8.1:  (i) beyond five years after termination of this Agreement or (ii) with respect to information the receiving Party
can document:


(a)            is or has become
readily publicly available through no fault of the receiving Party or its employees or agents; or


(b)            is received from a
third party lawfully in possession of such information and lawfully empowered to disclose such information and provided
that the receiving Party abides by all restrictions imposed by such third party; or


20




(c)            was rightfully in
the possession of the receiving Party prior to its disclosure by the other Party, provided that the receiving Party
abides by all restrictions imposed on its possession of such information; or


(d)            was independently
developed by employees or consultants of the receiving Party without access to such Proprietary Information; or


(e)            is required by law
to be disclosed, provided that the disclosing Party informs the other Party without delay of any such requirement, in
order to allow such other Party to object to such disclosure and seek an appropriate protective order or similar protection prior
to disclosure.


B.            Without limiting in
any way either Party’s obligations under this Agreement, each Party agrees to use all methods to protect the other Party's
rights with respect to the Proprietary Information as it uses to protect its own or any third party's confidential information or
intellectual property rights.


C.            Notwithstanding
anything to the contrary in this Agreement, the Parties acknowledge and agree that the University may use the Patent Rights without
charge in any manner whatsoever for research, scholarly publication, educational or other non-commercial use, subject to the
provisions set forth in Section 11.03 of the UBC Agreement.


 ARTICLE IX   - TERM AND TERMINATION



9.1       Term.


The term of this Agreement shall extend until the later of either:  (a) the life of
the last patent covering the Licensed Product, or (b) the end of the last Orphan Drug Designation Period for the Licensed
Product.



9.2            LICENSEE’S Rights of
Termination.


A.            LICENSEE may, at its
option, terminate this Agreement at any time by providing LICENSOR written notice of such election to terminate.  Upon
termination, LICENSEE shall promptly:


(i)            Cease making, having
made, using, marketing, distributing and selling Licensed Products;


(ii)            Revoke all
sub-licenses causing all sub-licensees to cease making, having made, using and selling Licensed Products; and


(iii)            Tender payment of
any accrued amounts owing under Article IV of this Agreement (amounts will only be considered accrued if the date the
applicable payment is due to be paid passes before LICENSEE gives notice of termination).   For the sake of clarity, LICENSEE
shall not be obligated to make  any portion of the initial payment or any milestone payment unless this Agreement is in effect
on the date such payment is due to be paid.


21




B.            If LICENSEE
terminates this Agreement in accordance with this Section 9.2, then:


(i)            LICENSEE shall
execute instruments necessary to convey to LICENSOR all rights exercised by LICENSEE in connection with the Licensed Product
and shall transfer to LICENSOR all technology, know-how and data files relating to the Licensed Product, including transfer
or assignment of the IND for the Licensed Product; and


(ii)            LICENSEE shall not
incur any liability whatsoever for any damage, loss or expenses of any kind suffered or incurred by LICENSOR (or for any
compensation to LICENSOR) arising from or incident to any termination of this Agreement, regardless of whether either Party is
aware of any such damage, loss or expenses.



9.3            LICENSOR’S Rights of
Termination.


A.            LICENSOR may
terminate this Agreement in its entirety if LICENSEE experiences an Insolvency Event and such Insolvency Event is not cured or
dismissed within one hundred and twenty (120) days.


B.            LICENSOR may
terminate this Agreement if LICENSEE breaches any material provision of this Agreement and fails to cure such breach within ninety
(90) days of written notice describing the breach.  Subject to Article X, such termination pursuant to this
sub-Section 9.3(B) shall become effective immediately unless (i) LICENSEE shall have cured any such breach or default prior
to the expiration of such ninety (90) day period or (ii) with respect to any breach incapable of being fully cured within such
ninety (90) day period, LICENSEE has within such ninety (90) day period made a substantial good-faith effort to cure any such
breach and has submitted to LICENSOR a written plan for the complete and timely cure of such breach.



9.4            Insolvency of LICENSOR.


In the event that LICENSOR experiences an Insolvency Event and any trustee acting on
behalf of LICENSOR or its debtors rejects this Agreement, LICENSEE shall have the right to elect to retain its rights under this
Agreement upon written notification to said trustee of its intentions to do so.  All rights and licenses granted hereunder
are, for all purposes of this Agreement, licenses of rights to intellectual property and may not be terminated upon an Insolvency
Event without the express agreement of LICENSEE. 


22





9.5       Effect of Termination.



9.5.1            Survival.


The following provisions shall survive the otherwise complete termination of this
Agreement: Articles VIII, IX, X, XI, XII and XIII; and Section 6.1(D).  Additionally, nothing herein shall be
construed to release either Party from any obligation that matured prior to the effective date of any termination of this
Agreement.  Remedies for breaches will also survive.



9.5.2            Return of Proprietary
Information.


Each Party will promptly return all Proprietary Information of the other Party (and all
copies and abstracts thereof, except for one, which each Party may keep for record-keeping purposes) that it is not entitled to use
under the surviving terms of this Agreement.


ARTICLE
X  – ARBITRATION



10.1     Scope, Governance and Enforcement.


Any and all claims, disputes or controversies arising under, out of, or in connection with
this Agreement (except as to issues relating to the validity, enforceability, or infringement of any patent contained in the Patent
Rights licensed hereunder), the Parties shall, as soon as practicable, confer in an attempt to resolve such claim, dispute or
controversy.  Unless extended by the Parties, if within forty-five (45) days after the receipt of written notice of such
claim, dispute or controversy, the Parties are unable to reach an agreement, such matter shall be resolved by final and binding
arbitration under the rules of the American Arbitration Association then in effect.  The arbitrators shall be chosen from a
list approved by both Parties of individuals experienced with biotechnology products and licensing agreements.  The
arbitrators shall have no power to add to, subtract from, or modify any of the terms or conditions of this Agreement.  Any
award rendered in such arbitration may be enforced by either Party in either U.S. or Canadian courts to whose jurisdiction for such
purposes each Party hereby irrevocably consents and submits.



10.2            Disputes Regarding or Involving Patent
Rights.


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


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


23





10.3     Costs.


All costs and expenses related to the arbitration shall be borne proportionate to findings
of fault, as reasonably determined by the arbitration panel.



ARTICLE
XI  – LIMITED LIABILITY


EXCEPT FOR:  (i) A BREACH OF ARTICLE VIII OR SECTIONS 3.2.6 or
3.2.7; OR (ii) INDEMNIFICATION PURSUANT TO SECTION 12.2; OR (iii) ANY UNWARRANTED TERMINATION OF THIS AGREEMENT BY
LICENSOR, NEITHER PARTY WILL BE LIABLE TO THE OTHER WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT,
NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES, UNLESS STATED
OTHERWISE HEREIN.



ARTICLE
XII  – DISCLAIMERS, INDEMNIFICATION AND INSURANCE



12.1            Disclaimers.


EXCEPT AS EXPLICITLY WARRANTED IN THIS AGREEMENT, THE PARTIES DO NOT WARRANT THE
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE LICENSED PRODUCTS OR THE PERFORMANCE THEREOF, DO NOT MAKE ANY
WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO LICENSED PRODUCTS, SPECIFICATIONS, SUPPORT, SERVICE OR ANYTHING ELSE AND DO
NOT MAKE ANY WARRANTY TO LICENSEE'S CUSTOMERS OR AGENTS.  THE PARTIES HAVE NOT AUTHORIZED ANYONE TO MAKE ANY REPRESENTATION OR
WARRANTY OTHER THAN AS PROVIDED ABOVE.  THE FOREGOING LIMITATIONS OF WARRANTIES SHALL NOT IN ANY WAY LIMIT LICENSEE'S RIGHTS
UNDER SECTION 12.2 HEREOF.



12.2           
Indemnification and Liability.



A.
            LICENSEE agrees to indemnify and hold harmless the University
and LICENSOR and its officers, directors, shareholders, representatives, agents, employees, successors, and assigns from and
against any and all suits, actions, demands, liabilities, damages, claims, costs, expenses and/or losses (including, without
limitation, reasonable attorney’s fees and disbursements) brought by a third party or that arise in connection with any claim
brought by a third party with respect to the Licensed Product or the costs of product recall("Losses")
to the extent such Losses result from:


24




(i)             LICENSEE’S
breach of any of its representations and warranties made hereunder,


(ii)             LICENSEE’S
breach of any of its covenants or obligations hereunder, or


(iii)             LICENSEE’S
negligence or willful misconduct.


B.             LICENSOR hereby
agrees to indemnify and to hold harmless LICENSEE and any AFFILIATES and their respective officers, directors, shareholders,
representatives, agents, employees, successors, and assigns from and against any and all Losses (as defined in Sub-Section
12.2(A)) to the extent such Losses result from:


(i)             LICENSOR’S
breach of any of its representations and warranties made hereunder,


(ii)             LICENSOR’S
breach of any of its obligations or covenants hereunder, or


(iii)             LICENSOR’S
negligence or willful misconduct.


C.            Each Party shall give
prompt written notice to the other of any actual or threatened claim that might give rise to a claim for indemnification
hereunder.  If the facts giving rise to any indemnification hereunder shall involve any actual or threatened claim or demand
by any third party against either Party (the "Indemnitee"), the Indemnitee shall give notice of such fact to the
other Party against whom such claim for indemnification is or will be made (the "Indemnitor").  The Indemnitor
shall then be entitled (without prejudice to the right of the Indemnitee to participate as its own expense through counsel of its
own choosing) to defend at its own expense such claim in the name Indemnitee through any counsel of the Indemnitor’s own
choosing, reasonably satisfactory to the Indemnitee, provided that the Indemnitor gives written notice of its intention to
do so to the Indemnitee within thirty (30) days after receipt of the aforesaid notice from the Indemnitee.  Whether or not the
Indemnitor chooses to so defend any such claim, the Parties shall cooperate in the defense thereof and shall furnish such records,
information and testimony, and attend such conferences, discovery proceedings, hearings, trials and appeals, as may be reasonably
required in connection therewith.  No claim shall be settled for which any Indemnitor shall be liable without the written
consent of both the Indemnitor and the Indemnitee, which consent shall not be unreasonably withheld.




Insurance.


Each Party shall procure and maintain, during the term of this Agreement, public
liability, product liability, and errors and omissions insurance in reasonable amounts, with a reputable and financially secure
insurance carrier.  LICENSEE agrees to name the University as an insured party in its insurance policies required hereunder
and to use its commercially reasonable best efforts to ensure that its insurance policies required hereunder contain a waiver of
subrogation against the University, its Board of Governors, faculty, officers, employees, students and agents.


25





ARTICLE XIII - MISCELLANEOUS
PROVISIONS



13.1            Amendment and Waiver.


Except as otherwise expressly provided herein, any provision of this Agreement may be
amended and the observance of any provision of this Agreement may be waived (either generally or in any particular instance and
either retroactively or prospectively) only with the written consent of the Parties.  The failure of either Party to enforce
its rights under this Agreement at any time for any period shall not be construed as a waiver of such rights.



13.2            Governing Law and Legal
Actions.


This Agreement shall be governed by and construed under the laws of the State of New York
and the United States without regard to conflicts of laws provisions thereof.  In any action or proceeding to enforce rights
under this Agreement, the prevailing Party shall be entitled to recover costs and reasonable attorneys' fees.



13.3            Headings.


Headings and captions are for convenience only and are not to be used in the
interpretation of this Agreement.



13.4            Notices.


Notices under this Agreement shall be sufficient only if: (i) personally delivered; (ii)
delivered by a major commercial rapid delivery courier service; (iii) mailed by certified or registered mail, return receipt
requested; or (iv) delivered via confirmed facsimile to the applicable facsimile number designated for each Party on the signature
page of this Agreement or as amended by notice pursuant to this Section 13.4.  In the event that notice is given
pursuant to sub-sections (i), (ii) or (iii) of this paragraph, in each case such notice shall be given to a Party at its address
first set forth herein or as amended by notice pursuant to this subsection.  All notices under this Agreement shall be
directed to the attention of the Chief Executive Officer of the receiving Party.  Notice by mail shall be deemed delivered
five (5) days after deposit in the U.S. mails, if not received sooner.



13.5     Entire Agreement.


This Agreement supersedes all proposals, oral or written, all negotiations, conversations,
or discussions between or among the Parties relating to the subject matter of this Agreement and all past dealings or industry
custom.



13.6            Severability.


If any provision of this Agreement is held to be illegal or unenforceable, that provision
shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and
effect and enforceable.


26





13.7     Basis of Bargain.


Each Party recognizes and agrees that the warranty disclaimers and liability and remedy
limitations in this Agreement are materially bargained for bases of this Agreement and that they have been taken into account and
reflected in determining the consideration to be given by each Party under this Agreement and in the decision by each Party to
enter into this Agreement.



13.8            Relationship of Parties.


The Parties hereto expressly understand and agree that the other is an independent
contractor in the performance of each and every part of this Agreement and is solely responsible for all of its employees and
agents and its labor costs and expenses arising in connection therewith.



13.9            Assignment.


This Agreement and the rights and duties appertaining hereto may not be assigned by either
Party without first obtaining the written consent of the other.  Any such purported assignment, without the written consent of
the other Party, shall be null and of no effect.  Notwithstanding the foregoing, either Party may without consent:  (i)
assign this Agreement to a merging or consolidating corporation, or acquirer of substantially all of such Party’s assets or
businesses relating to this Agreement and/or pursuant to any reorganization qualifying under section 368 of the Internal Revenue
Code of 1986 as amended, as may be in effect at such time,and (ii) assign this Agreement to an
AFFILIATE. 



13.10            Publicity and Press
Releases.


Except to the extent necessary under applicable laws or for ordinary marketing purposes,
the Parties agree that no press releases or other publicity relating to the substance of the matters contained herein will be made
without joint approval.   If either Party shall desire (or believes it is obligated) to issue a press release announcing
this Agreement, the other Party shall reasonably cooperate to ensure a timely release.



13.11  
Force Majeure.


No liability or loss of rights hereunder shall result to either Party from delay or
failure in performance (other than payment) caused by force majeure, that is, circumstances beyond the reasonable control of the
Party affected thereby, including, without limitation, acts of God, fire, flood, war, terrorism, government action, strikes,
lockouts or other serious labor disputes.


27





13.12            Counterparts.


This Agreement may be signed in one or more counterparts, each of which is considered to
be an original, and taken together as one and the same document.


 


 


 


 


 


28


 IN WITNESS WHEREOF, the Parties hereto have executed this
Agreement by proper persons thereunto duly authorized.


	 	PRESCIENT NEUROPHARMA INC. 


By:      /s/ Anthony
Giovinazzo           


Name:   Anthony
Giovinazzo           


Title:     President and
CEO           


Facsimile:    (416)
674-8060           


 


 


AOI PHARMACEUTICALS, INC.


By:        /s/ Michael S.
Weiss           


Name:      Michael S.
Weiss           


Title:        Chairman and Chief Executive
Officer


Facsimile:     (212)
531-5961