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                                                                   Exhibit 10.14

                  PHS PATENT LICENSE AGREEMENT - NONEXCLUSIVE

PHS and LICENSEE agree as follows:

1.       BACKGROUND

         1.01     In the course of conducting biomedical and behavioral
                  research, PHS investigators made inventions that may have
                  commercial applicability.

         1.02     By assignment of rights from PHS employees and other
                  inventors, DHHS, on behalf of the United States Government,
                  owns intellectual property rights claimed in any United
                  States and foreign patent applications or patents
                  corresponding to the assigned inventions. DHHS also owns any
                  tangible embodiments of these inventions actually reduced to
                  practice by PHS.

         1.03     The Assistant Secretary for Health of DHHS has delegated to
                  PHS the authority to enter into this AGREEMENT for the
                  licensing of the rights to these inventions under 35 U.S.C.
                  Sections 200-212, the Federal Technology Transfer Act of 1986,
                  15 U.S.C. Section 3710a, and/or the regulations governing the
                  licensing of Government-owned inventions, 37 CFR Part 404.

         1.04     PHS desires to transfer these inventions to the private sector
                  through commercialization licenses to facilitate the
                  commercial development of products and processes for public
                  use and benefit.

         1.05     LICENSEE desires to acquire commercialization rights to
                  certain of these inventions in order to develop processes,
                  methods, or marketable products for public use and benefit.


2.       DEFINITIONS

         2.01     "LICENSED PATENT RIGHTS" shall mean:

                  a)       U.S. patent applications and patents listed in
                           Appendix A, all divisions and continuations of these
                           applications, all patents issuing from such
                           applications, divisions, and continuations, and any
                           reissues, reexaminations, and extensions of all such
                           patents;

                  b)       to the extent that the following contain one or more
                           claims directed to the invention or inventions
                           claimed in a) above: i) continuations-in-part of a)
                           above; ii) all divisions and continuations of these
                           continuations-in-part; iii) all patents issuing from
                           such continuations-in-part, divisions, and
                           continuations; and iv) any reissues, reexaminations,
                           and extensions of all such patents;

                  c)       to the extent that the following contain one or more
                           claims directed to the invention



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                           or inventions claimed in a) above: all counterpart
                           foreign applications and patents to a) and b) above,
                           including those listed in Appendix A.

                           LICENSED PATENT RIGHTS shall not include b) or c)
                           above to the extent that they contain one or more
                           claims directed to new matter which is not the
                           subject matter of a claim in a) above.

         2.02     "LICENSED PRODUCT(S)" means tangible materials which, in the
                  course of manufacture, use, or sale would, in the absence of
                  this AGREEMENT, infringe one or more claims of the LICENSED
                  PATENT RIGHTS that have not been held invalid or unenforceable
                  by an unappealed or unappealable judgment of a court of
                  competent jurisdiction.

         2.03     "LICENSED PROCESS(ES)" means processes which, in the course of
                  being practiced would, in the absence of this AGREEMENT,
                  infringe one or more claims of the LICENSED PATENT RIGHTS that
                  have not been held invalid or unenforceable by an unappealed
                  or unappealable judgment of a court of competent jurisdiction.

         2.04     "LICENSED TERRITORY" means the geographical area identified in
                  Appendix B.

         2.05     "NET SALES" means the total gross receipts for sales of
                  LICENSED PRODUCTS or practice of LICENSED PROCESSES by or on
                  behalf of LICENSEE and from leasing, renting, or otherwise
                  making LICENSED PRODUCTS available to others without sale or
                  other dispositions, whether invoiced or not, less returns and
                  allowances actually granted, packing costs, insurance costs,
                  freight out, taxes or excise duties imposed on the transaction
                  (if separately invoiced), and wholesaler and cash discounts in
                  amounts customary in the trade. No deductions shall be made
                  for commissions paid to individuals, whether they be with
                  independent sales agencies or regularly employed by LICENSEE
                  and on its payroll, or for the cost of collections.

         2.06     "FIRST COMMERCIAL SALE" means the initial transfer by or on
                  behalf of LICENSEE of LICENSED PRODUCTS or the initial
                  practice of a LICENSED PROCESS in exchange for cash or some
                  equivalent to which value can be assigned for the purpose of
                  determining NET SALES.

         2.07     "GOVERNMENT" means the government of the United States of
                  America.

         2.08     "LICENSED FIELDS OF USE" means the fields of use identified in
                  Appendix B.


3.       GRANT OF RIGHTS

         3.01     PHS hereby grants and LICENSEE accepts, subject to the terms
                  and conditions of this AGREEMENT, a nonexclusive license to
                  LICENSEE under the LICENSED PATENT RIGHTS in the LICENSED
                  TERRITORY to make and have made, to use and have used, and to
                  sell and have sold any LICENSED PRODUCTS in the LICENSED
                  FIELDS OF USE and to practice and have practiced any LICENSED
                  PROCESSES in the LICENSED FIELDS OF USE.




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         3.02     LICENSEE has no right to grant sublicenses.

         3.03     This AGREEMENT confers no license or rights by implication,
                  estoppel, or otherwise under any patent applications or
                  patents of PHS other than the LICENSED PATENT RIGHTS
                  regardless of whether such patents are dominant or subordinate
                  to LICENSED PATENT RIGHTS.

4.       STATUTORY AND PHS REQUIREMENTS AND RESERVED GOVERNMENT RIGHTS

         4.01     LICENSEE agrees that products used or sold in the United
                  States embodying LICENSED PRODUCTS or produced through use of
                  LICENSED PROCESSES shall be manufactured substantially in the
                  United States, unless a written waiver is obtained in advance
                  from PHS.


5.       ROYALTIES AND REIMBURSEMENT

         5.01     LICENSEE agrees to pay to PHS a noncreditable, nonrefundable
                  license issue royalty as set forth in Appendix C within thirty
                  (30) days from the date that this AGREEMENT becomes effective.

         5.02     LICENSEE agrees to pay to PHS a nonrefundable minimum annual
                  royalty as set forth in Appendix C. The minimum annual royalty
                  is due and payable on January 1 of each calendar year and may
                  be credited against any earned royalties due for sales made in
                  that year. The minimum annual royalty for the first calendar
                  year of this AGREEMENT is due and payable within thirty (30)
                  days from the effective date of this AGREEMENT and may be
                  prorated according to the fraction of the calendar year
                  remaining between the effective date of this AGREEMENT and the
                  next subsequent January 1.

         5.03     LICENSEE agrees to pay PHS benchmark royalties as set forth in
                  Appendix C.

         5.04     LICENSEE agrees to pay PHS earned royalties as set forth in
                  Appendix C.

         5.05     A claim of a patent licensed under this AGREEMENT shall cease
                  to fall within the LICENSED PATENT RIGHTS for the purpose of
                  computing the minimum annual royalty and earned royalty
                  payments in any given country on the earliest of the dates
                  that a) the claim has been abandoned but not continued, b) the
                  patent expires, c) the patent is no longer maintained by the
                  Government, or d) all claims of the LICENSED PATENT RIGHTS
                  have been held to be invalid or unenforceable by an unappealed
                  or unappealable decision of a court of competent jurisdiction
                  or administrative agency.

         5.06     No multiple royalties shall be payable because any LICENSED
                  PRODUCTS or LICENSED PROCESSES are covered by more than one of
                  the LICENSED PATENT RIGHTS.




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         5.07     On sales of LICENSED PRODUCTS by LICENSEE in other than an
                  arm's-length transaction, the value of the NET SALES
                  attributed under this Article 5 to such a transaction shall be
                  that which would have been received in an arm's-length
                  transaction, based on sales of like quantity and quality
                  products on or about the time of such transaction.

         5.08     As an additional royalty, LICENSEE agrees to pay PHS, within
                  (60) days of PHS's submission of a statement and request for
                  payment, an amount equivalent to all patent expenses
                  previously incurred by PHS in the preparation, filing,
                  prosecution, and maintenance of LICENSED PATENT RIGHTS, to be
                  divided equally among all nonexclusive commercialization
                  licensees of record as of the date the statement and request
                  for payment is sent by PHS to LICENSEE. LICENSEE further
                  agrees to pay PHS annually, within sixty (60) days of PHS's
                  submission of a statement and request for payment, a royalty
                  amount equivalent to all such future patent expenses incurred
                  during the previous calendar year divided equally among all
                  nonexclusive commercialization licensees of record as of the
                  date the statement and request for payment are sent by PHS to
                  LICENSEE. Fifty percent (50%) of the cumulative amount of the
                  payments due under this Paragraph 5.08 may be credited against
                  royalties due under Paragraph 5.04; however, the net royalty
                  payment in any calendar year may not be lower than the minimum
                  annual royalty specified in Appendix C. LICENSEE may elect to
                  surrender its rights in any country of the LICENSED
                  TERRITORY under any LICENSED PATENT RIGHTS upon sixty (60)
                  days' written notice to PHS and owe no payment obligation
                  under this Paragraph for subsequent patent-related expenses
                  incurred in that country.


6.       RECORD KEEPING

         6.01     LICENSEE agrees to keep accurate and correct records of
                  LICENSED PRODUCTS made, used, or sold and LICENSED PROCESSES
                  practiced under this AGREEMENT appropriate to determine the
                  amount of royalties due PHS. Such records shall be retained
                  for at least five (5) years following a given reporting
                  period. They shall be available during normal business hours
                  for inspection at the expense of PHS by an accountant or other
                  designated auditor selected by PHS for the sole purpose of
                  verifying reports and payments hereunder. The accountant or
                  auditor shall only disclose to PHS information relating to the
                  accuracy of reports and payments made under this AGREEMENT. If
                  an inspection shows an underreporting or underpayment in
                  excess of five percent (5%) for any twelve (12) month period,
                  then LICENSEE shall reimburse PHS for the cost of the
                  inspection at the time LICENSEE pays the unreported royalties,
                  including any late charges as required by Paragraph 7.06 of
                  this AGREEMENT. All payments required under this Paragraph
                  shall be due within thirty (30) days of the date PHS
                  provides LICENSEE notice of the payment due.




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7.       REPORTS ON PROGRESS, SALES, AND PAYMENTS

         7.01     Prior to signing this AGREEMENT, LICENSEE has provided to PHS
                  a written commercialization plan ("COMMERCIAL DEVELOPMENT
                  PLAN") under which LICENSEE intends to bring the subject
                  matter of the LICENSED PATENT RIGHTS into commercial use. The
                  COMMERCIAL DEVELOPMENT PLAN is hereby incorporated by
                  reference into this AGREEMENT.

         7.02     LICENSEE shall provide written annual reports on its product
                  development progress or efforts to commercialize under the
                  COMMERCIAL DEVELOPMENT PLAN for each of the LICENSED FIELDS OF
                  USE within sixty (60) days after December 31 of each calendar
                  year. These progress reports shall include, but not be limited
                  to: progress on research and development, status of
                  applications for regulatory approvals, manufacturing,
                  marketing, and sales during the preceding calendar year, as
                  well as plans for the present calendar year. LICENSEE agrees
                  to provide any additional data reasonably required by PHS to
                  evaluate LICENSEE'S performance.

         7.03     LICENSEE shall report to PHS the date of the FIRST COMMERCIAL
                  SALE in each country in the LICENSED TERRITORY within thirty
                  (30) days of such occurrence.

         7.04     LICENSEE shall submit to PHS within sixty (60) days after each
                  calendar half-year ending June 30 and December 31 a royalty
                  report setting forth for the preceding half-year period the
                  amount of the LICENSED PRODUCTS sold or LICENSED PROCESSES
                  practiced by or on behalf of LICENSEE in each country within
                  the LICENSED TERRITORY, the NET SALES, and the amount of
                  royalty accordingly due. With each such royalty report,
                  LICENSEE shall submit payment of the earned royalties due. If
                  no earned royalties are due to PHS for any reporting period,
                  the written report shall so state. The royalty report shall
                  be certified as correct by an authorized officer of LICENSEE
                  and shall include a detailed listing of all deductions made
                  under Paragraph 2.05 to determine NET SALES made under Article
                  5 to determine royalties due.

         7.05     Royalties due under Article 5 shall be paid in U.S. dollars.
                  For conversion of foreign currency to U.S. dollars, the
                  conversion rate shall be the rate quoted in The Wall Street
                  Journal on the day that the payment is due. All checks and
                  bank drafts shall be drawn on United States banks and shall be
                  payable to NIH/Patent Licensing at the address shown on the
                  Signature Page below. Any loss of exchange, value, taxes, or
                  other expenses incurred in the transfer or conversion to U.S.
                  dollars shall be paid entirely by LICENSEE. All royalty
                  payments due under this AGREEMENT shall be mailed to the
                  following address: NIH, P.O. Box 360120, Pittsburgh,
                  Pennsylvania 15251-6120. The royalty report required by
                  paragraph 7.04 of this AGREEMENT shall accompany each such
                  payment and a copy of such report shall also be mailed to PHS
                  at its address for notices indicated on the Signature Page of
                  this AGREEMENT.

         7.06     Late charges will be applied to any overdue payments as
                  required by the U.S. Department of Treasury in the Treasury
                  Fiscal Requirements Manual, Section 8025.40. The payment




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                  of such late charges shall not prevent PHS from exercising any
                  other rights it may have as a consequence of the lateness of
                  any payment.

         7.07     All plans and reports required by this Article 7 and marked
                  "confidential" by LICENSEE shall be treated by PHS as
                  commercial and financial information obtained from a person,
                  and as privileged and confidential and, to the extent
                  permitted by law, shall not be subject to disclosure under the
                  Freedom of Information Act, 5 U.S.C. Section 552.


8.       PERFORMANCE

         8.01     LICENSEE shall use its reasonable best efforts to introduce
                  the LICENSED PRODUCTS into the commercial market or apply the
                  LICENSED PROCESSES to commercial use as soon as practicable.
                  "Reasonable best efforts" for the purpose of this provision
                  shall include, but not be limited to, adherence to the
                  COMMERCIAL DEVELOPMENT PLAN.

         8.02     Upon the FIRST COMMERCIAL SALE, until the expiration of this
                  AGREEMENT, LICENSEE shall use its reasonable best efforts to
                  keep LICENSED PRODUCTS and LICENSED PROCESSES reasonably
                  accessible to the public.


9.       INFRINGEMENT AND PATENT ENFORCEMENT

         9.01     PHS and LICENSEE agree to notify each other promptly of each
                  infringement or possible infringement, as well as any facts
                  which may affect the validity, scope, or enforceability of the
                  LICENSED PATENT RIGHTS of which either Party becomes aware.

         9.02     If PHS has been unable to eliminate a substantial infringement
                  within one (1) year of written notification to the Office of
                  Technology Transfer from LICENSEE of the existence of a
                  substantial infringement and has not instituted infringement
                  litigation, LICENSEE shall be excused from the payment of the
                  minimum annual royalty and earned royalties in any country in
                  which the substantial infringement continues to occur.
                  Thereafter, when the substantial infringement has ceased or an
                  infringement suit has been initiated, PHS shall so notify the
                  LICENSEE in writing, at which time LICENSEE'S obligation to
                  pay such royalties shall resume as of the date of such
                  notification.

         9.03     In the event that a declaratory judgment action alleging
                  invalidity of any of the LICENSED PATENT RIGHTS shall be
                  brought against PHS, PHS agrees to notify LICENSEE that an
                  action alleging invalidity has been brought. PHS does not
                  represent that it will commence legal action to defend against
                  a declaratory action alleging invalidity. LICENSEE shall take
                  no action to compel the GOVERNMENT either to initiate or to
                  join in any such declaratory judgment action. Should the
                  GOVERNMENT be made a party to any such suit by motion or any
                  other action of LICENSEE, LICENSEE shall reimburse the
                  GOVERNMENT for any costs, expenses, or fees which the
                  GOVERNMENT incurs as a result of its defending against such



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                  motion or other action taken in response to the motion. Upon
                  LICENSEE'S payment of all costs incurred by the GOVERNMENT as
                  a result of LICENSEE'S joinder motion or other action, these
                  actions by LICENSEE will not be considered a default in the
                  performance of any material obligation under this AGREEMENT.

10.      NEGATION OF WARRANTIES AND INDEMNIFICATION

         10.01    PHS offers no warranties other than those specified in
                  Article 1.

         10.02    PHS does not warrant the validity of the LICENSED PATENT
                  RIGHTS and makes no representations whatsoever with regard to
                  the scope of the LICENSED PATENT RIGHTS, or that the LICENSED
                  PATENT RIGHTS may be exploited without infringing other
                  patents or other intellectual property rights of third
                  parties.

         10.03    PHS MAKES NO WARRANTIES, EXPRESSED OR IMPLIED, OF
                  MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF ANY
                  SUBJECT MATTER DEFINED BY THE CLAIMS OF THE LICENSED PATENT
                  RIGHTS.

         10.04    PHS does not represent that it will commence legal actions
                  against third parties infringing the LICENSED PATENT RIGHTS.

         10.05    LICENSEE shall indemnify and hold PHS, its employees,
                  students, fellows, agents, and consultants harmless from and
                  against all liability, demands, damages, expenses, and losses,
                  including but not limited to death, personal injury, illness,
                  or property damage in connection with or arising out of a) the
                  use by or on behalf of LICENSEE or its directors, employees,
                  or third parties of any LICENSED PATENT RIGHTS, or b) the
                  design, manufacture, distribution, or use of any LICENSED
                  PRODUCTS, LICENSED PROCESSES, or other products or processes
                  developed in connection with or arising out of the LICENSED
                  PATENT RIGHTS. LICENSEE agrees to maintain a liability
                  insurance program consistent with sound business practice.


11.      TERMINATION AND MODIFICATION OF RIGHTS

         11.01    This AGREEMENT is effective when signed by all parties and
                  shall extend to the expiration of the last to expire of the
                  LICENSED PATENT RIGHTS unless sooner terminated as provided in
                  this Article 11.

         11.02    In the event that Licensee is in default in the performance of
                  any material obligations under this AGREEMENT, and if the
                  default has not been remedied within ninety (90) days after
                  the date of notice in writing of such default, PHS may
                  terminate this AGREEMENT by written notice.



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         11.03    At least thirty (30) days prior to filing a petition in
                  bankruptcy, LICENSEE must inform PHS in writing of its
                  intention to file the petition in bankruptcy or of a third
                  party's intention to file an involuntary petition in
                  bankruptcy.

         11.04    In the event that LICENSEE becomes insolvent, files a petition
                  in bankruptcy, has such a petition filed against it,
                  determines to file a petition in bankruptcy, or receives
                  notice of a third party's intention to file an involuntary
                  petition in bankruptcy, LICENSEE shall immediately notify PHS
                  in writing. Furthermore, PHS shall have the right to terminate
                  this AGREEMENT by giving LICENSEE written notice. Termination
                  of this AGREEMENT is effective upon LICENSEE'S receipt of the
                  written notice.

         11.05    LICENSEE shall have a unilateral right to terminate this
                  AGREEMENT and/or its rights in any country by giving PHS sixty
                  (60) days' written notice to that effect.

         11.06    PHS shall specifically have the right to terminate or modify,
                  at its option, this AGREEMENT, if PHS determines that the
                  LICENSEE: 1) is not executing the COMMERCIAL DEVELOPMENT PLAN
                  submitted with its request for a license and the LICENSEE
                  cannot otherwise demonstrate to PHS's satisfaction that the
                  LICENSEE has taken, or can be expected to take within a
                  reasonable time, effective steps to achieve practical
                  application of the LICENSED PRODUCTS or LICENSED PROCESSES; 2)
                  has willfully made a false statement of, or willfully omitted,
                  a material fact in the license application or in any report
                  required by the license agreement; 3) has committed a
                  substantial breach of a covenant or agreement contained in the
                  license; 4) is not keeping LICENSED PRODUCTS or LICENSED
                  PROCESSES reasonably available to the public after commercial
                  use commences; 5) cannot reasonably satisfy unmet health and
                  safety needs; or 6) cannot reasonably justify a failure to
                  comply with the domestic production requirement of Paragraph
                  4.01 unless waived. In making this determination, PHS will
                  take into account the normal course of such commercial
                  development programs conducted with sound and reasonable
                  business practices and judgment and the annual reports
                  submitted by LICENSEE under Paragraph 7.02. Prior to invoking
                  this right, PHS shall give written notice to LICENSEE
                  providing LICENSEE specific notice of, and a ninety (90) day
                  opportunity to respond to, PHS's concerns as to the previous
                  items 1) to 6). If LICENSEE fails to alleviate PHS's concerns
                  as to the previous items I) to 6) or fails to initiate
                  corrective action to PHS's satisfaction, PHS may terminate
                  this AGREEMENT.

         11.07    PHS reserves the right according to 35 U.S.C. Section
                  209(f)(4) to terminate or modify this AGREEMENT if it is
                  determined that such action is necessary to meet requirements
                  for public use specified by Federal regulations issued after
                  the date of the license and such requirements are not
                  reasonably satisfied by LICENSEE.

         11.08    Within thirty (30) days of receipt of written notice of PHS's
                  unilateral decision to terminate this AGREEMENT, LICENSEE
                  may, consistent with the provisions of 37 CFR Section 404.11,
                  appeal the decision by written submission to the Director of
                  NIH or designee. The




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                  decision of the NIH Director or designee shall be the final
                  agency decision. LICENSEE may thereafter exercise any and all
                  administrative or judicial remedies that may be available.

         11.09    Within ninety (90) days of termination of this AGREEMENT under
                  this Article 11 or expiration under Paragraph 11.01, a final
                  report shall be submitted by LICENSEE. Any royalty payments
                  and unreimbursed patent expenses due to PHS become immediately
                  due and payable upon termination or expiration of this
                  AGREEMENT, and LICENSEE shall return all LICENSED PRODUCTS or
                  other materials included within the LICENSED PATENT RIGHTS to
                  PHS or provide PHS with certification of their destruction.

         11.10    Paragraphs 6.01, 7.05-7.07, 10.01, 10.03, 10.05, and 11.08 of
                  this AGREEMENT shall survive termination of this AGREEMENT.


12.      GENERAL PROVISIONS

         12.01    Neither Party may waive or release any of its rights or
                  interests in this AGREEMENT except in writing. The failure of
                  the GOVERNMENT to assert a right hereunder or to insist upon
                  compliance with any term or condition of this AGREEMENT shall
                  not constitute a waiver of that right by the GOVERNMENT or
                  excuse a similar subsequent failure to perform any such term
                  or condition by LICENSEE.

         12.02    This AGREEMENT constitutes the entire agreement between the
                  Parties relating to the subject matter of the LICENSED PATENT
                  RIGHTS, and all prior negotiations, representations,
                  agreements, and understandings are merged into, extinguished
                  by, and completely expressed by this AGREEMENT.

         12.03    The provisions of this AGREEMENT are severable, and in the
                  event that any provision of this AGREEMENT shall be determined
                  to be invalid or unenforceable under any controlling body of
                  law, such determination shall not in any way affect the
                  validity or enforceability of the remaining provisions of this
                  AGREEMENT.

         12.04    If either Party desires a modification to this AGREEMENT, the
                  Parties shall, upon reasonable notice of the proposed
                  modification by the Party desiring the change, confer in good
                  faith to determine the desirability of such modification. No
                  modification will be effective until a written amendment is
                  signed by the signatories to this AGREEMENT or their
                  designees.

         12.05    The construction, validity, performance, and effect of this
                  AGREEMENT shall be governed by Federal law as applied by the
                  Federal courts in the District of Columbia.

         12.06    All notices required or permitted by this AGREEMENT shall be
                  given by prepaid, first class, registered or certified mail
                  properly addressed to the other Party at the address
                  designated on the following Signature Page, or to such other
                  address as may be designated in writing by such other Party,
                  and shall be effective as of the date of the postmark of such
                  notice.



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         12.07    This AGREEMENT shall not be assigned by LICENSEE except a)
                  with the prior written consent of PHS; or b) as part of a sale
                  or transfer of substantially the entire business of LICENSEE
                  relating to operations which concern this AGREEMENT. LICENSEE
                  shall notify PHS within ten (10) days of any assignment of
                  this AGREEMENT by LICENSEE.

         12.08    LICENSEE agrees in its use of any PHS-supplied materials to
                  comply with all applicable statutes, regulations, and
                  guidelines, including Public Health Service and National
                  Institutes of Health regulations and guidelines. LICENSEE
                  agrees not to use the materials for research involving human
                  subjects or clinical trials in the United States without
                  complying with 21 CFR Part 50 and 45 CFR Part 46. LICENSEE
                  agrees not to use the materials for research involving human
                  subjects or clinical trials outside of the United States
                  without notifying PHS, in writing, of such research or trials
                  and complying with the applicable regulations of the
                  appropriate national control authorities. Written notification
                  to PHS of research involving human subjects or clinical trials
                  outside of the United States shall be given no later than
                  sixty (60) days prior to commencement of such research or
                  trials.

         12.09    LICENSEE acknowledges that it is subject to and agrees to
                  abide by the United States laws and regulations (including the
                  Export Administration Act of 1979 and Arms Export Control Act)
                  controlling the export of technical data, computer software,
                  laboratory prototypes, biological material, and other
                  commodities. The transfer of such items may require a license
                  from the cognizant agency of the U.S. GOVERNMENT or written
                  assurances by LICENSEE that it shall not export such items to
                  certain foreign countries without prior approval of such
                  agency. PHS neither represents that a license is or is not
                  required or that, if required, it shall be issued.

         12.10    LICENSEE agrees to mark the LICENSED PRODUCTS or their
                  packaging sold in the United States with all applicable U.S.
                  patent numbers and similarly to indicate "Patent Pending"
                  status. All LICENSED PRODUCTS manufactured in, shipped to, or
                  sold in other countries shall be marked in such a manner as to
                  preserve PHS patent rights in such countries.

         12.11    By entering into this AGREEMENT, PHS does not directly or
                  indirectly endorse any product or service provided, or to be
                  provided, by LICENSEE whether directly or indirectly related
                  to this AGREEMENT. LICENSEE shall not state or imply that this
                  AGREEMENT is an endorsement by the GOVERNMENT, PHS, any other
                  GOVERNMENT organizational unit, or any GOVERNMENT employee.
                  Additionally; LICENSEE shall not use the names of PHS NIH, or
                  CDC or their employees in any advertising, promotional, or
                  sales literature without the prior written consent of PHS.

         12.12    The Parties agree to attempt to settle amicably any
                  controversy or claim arising under this AGREEMENT or a breach
                  of this AGREEMENT, except for appeals of modification or
                  termination decisions provided for in Article 11. LICENSEE
                  agrees first to appeal any such unsettled claims or
                  controversies to the Director of NIH, or designee, whose
                  decision shall




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                  be considered the final agency decision. Thereafter, LICENSEE
                  may exercise any administrative or judicial remedies that may
                  be available.

         12.13    Nothing relating to the grant of a license, nor the grant
                  itself, shall be construed to confer upon any person any
                  immunity from or defenses under the antitrust laws or from a
                  charge of patent misuse, and the acquisition and use of rights
                  pursuant to 37 CFR Part 404 shall not be immunized from the
                  operation of state or Federal law by reason of the source of
                  the grant.


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