NOTE: Certain portions of this document have been omitted based on a request
      for confidential treatment.  The non-public information has been filed
      with the Securities and Exchange Commission.  Omitted portions are
      designated with asterisks ("*").

         Interinstitutional Agreement Between The University of Florida
            Research Foundation, Inc. and Ixion Biotechnologies Inc.


              ----------------------------------------------------


         This Interinstitutional Agreement ("Agreement"),  is effective this 4th
day of February,  1999,  between the University of Florida Research  Foundation,
Inc.  ("UFRF"),  a direct  support  organization  of the  University  of Florida
(AUF@),  having an address at 223 Grinter Hall,  Gainesville,  Florida 32611 and
Ixion  Biotechnology,  Inc.(AIxion@),  a  corporation  of the State of  Delaware
having an address at 13709 Progress Blvd., Alachua Florida 32615.

                                    RECITALS

     Whereas,  certain  inventions  were  made  by  Dr.  Ammon  B.  Peck  of the
University of Florida and Dr. Harmeet Sidhu of Ixion ("inventors");

     Whereas, Dr. Peck, in accordance with his employment agreement with the UF,
is required to assign his interest in any Patent Rights (as  hereafter  defined)
covering  inventions  made during the course of his employment  with UF, and has
assigned such rights in the Inventions to UF;

     Whereas,  UF, in turn has assigned its Patent  Rights in the  inventions to
UFRF;

     Whereas, Dr. Sidhu has assigned her interest in any Patent Rights to Ixion;

     Whereas,   Ixion  and  UFRF  intend   that  Ixion  will  assume   exclusive
responsibility for administering ,  commercializing  and licensing Patent Rights
in the Diagnostic  Field, and that UFRF will not license its interests in Patent
Rights in the Diagnostic Field during the term of this Agreement;

     Whereas,  UFRF and Ixion want the  inventions to be  commercialized  to the
fullest extent so that commercial products and other benefits from licensing can
be enjoyed by the general public;



<PAGE>


                                    AGREEMENT

         Now, therefore, the parties agree as follows:

1.       Definitions

         The terms used in this Agreement shall have the following meaning:

         1.1 "Patent Rights" shall mean U.S. patent  application No. 60/064,823,
entitled  "DNA-based  Quantitation of Enteric  Bacteria",  identified by UFRF as
UF#1797 and by Ixion as  UF-210.X.C1,  and all  patents and patent  applications
that  claim the  priority  of this  application,  including  any  continuations,
divisionals, foreign patents and/or reissues thereof.

         1.2 "License  Agreement(s)" shall mean any agreement(s) entered into by
Ixion that grants  Licensee(s)  the right to make,  use, or sell products or use
processes, covered by Patent Rights.

         1.3  "Licensee(s)"  shall  mean any party  that  enters  into a License
Agreement(s) with Ixion.

         1.4  "Qualified  Payments"  shall  mean any  royalties,  license  fees,
milestone  payments or other payments or  consideration  except Research Support
Payments and Qualified Equity Investments.

         1.5  "Research  Support  Payments"  shall mean any payment other than a
royalty or license fee that is made to Ixion by a Licensee for which either: (i)
Ixion has an obligation to the party paying the funds to apply such funds to the
research  and  development  of a product  that is intended  to generate  Royalty
Income;  or (ii) the agreement  provides that Ixion is being reimbursed for past
costs incurred in the research and  development of a product that is intended to
generate  Royalty Income and Ixion has provided a breakdown of the past research
and  development  costs to the  party  paying  it such  funds  and to UFRF.  For
purposes of this definition, allocable general overhead costs may be included in
the research and development costs covered by the applicable  payment,  provided
that such costs do not  exceed  44% of the  specific  research  and  development
costs.

         1.6 "Qualified Equity  Investments" shall mean amounts paid to Ixion as
consideration  for an equity interest in Ixion, but only to the extent that such
consideration  does not exceed the fair market  value of the shares  received by
the other party. Any excess shall be included in Qualified  Payments,  except to
the extent that the excess is a Research Support Payment as described above.


<PAGE>



         1.7  "Royalty  Income"  shall  mean  any  Qualified  Payments  that are
received by Ixion with respect to any of the following:

                   (a)     any Qualified Payments received pursuant to a license
                           agreement under which any Patent Rights are licensed;

                  (b)      any  Qualified  Payments  received from any person or
                           entity  that has been  granted  a  license  under the
                           Patent   Rights,   without  regard  to  whether  such
                           payments or other forms of compensation are made with
                           respect to the Patent Rights or are made with respect
                           to any other patents,  intellectual property or other
                           rights or obligations,  unless such Qualified Payment
                           is  received  solely with  respect to products  other
                           than a Licensed Product, or development or milestones
                           that are not related to a Licensed Product; or

                  (c)      any  Qualified  Payments  received from any person or
                           entity  with  respect  to or  in  settlement  of  any
                           infringement  to the same extent  that such  payments
                           would  have  been  considered  Royalty  Income  under
                           paragraphs  (a)  or  (b) of  this  definition  if the
                           payments had been received under a license  agreement
                           with the party.

         1.8 "Net  Royalty  Income"  shall mean  Royalty  Income less  Permitted
Royalty Payments.

         1.9 "Permitted  Royalty  Payments"  shall mean: (a) royalties and other
payments made by Ixion to an unrelated  third party  pursuant to an  arms-length
agreement to the extent such royalties are payable with respect to the use of an
intellectual property right that is required in order to sell a Licensed Product
for which Royalty Income is recognized  under the definition of Royalty  Income;
(b) any damages or settlement amounts paid by Ixion to an unrelated third party,
or costs  of  Ixion  incurred  in  connection  therewith,  with  respect  to the
infringement of intellectual property rights other than the Patent Rights to the
extent the  infringement of such  intellectual  property right resulted from the
manufacture  use or sale of a  Licensed  Product  for  which  Royalty  Income is
recognized under the definition of Royalty Income.

         1.10      "Licensed Product" and "Licensed Process" shall mean:

                  1.10.1 In the case of a Licensed Product,  any product or part
thereof developed by or on behalf of Licensee which:



<PAGE>


                           (i)      is covered in whole or in part by an issued,
                                    unexpired claim or a pending claim contained
                                    in the Patent Rights in any country in which
                                    any product is made, used or sold; or

                           (ii)     is  manufactured by using a process which is
                                    covered  in whole  or in part by an  issued,
                                    unexpired claim or a pending claim contained
                                    in the Patent Rights in any country in which
                                    any such  process  is used or in  which  any
                                    such product is used or sold.

                  1.10.2 In the case of a Licensed Process, any process which is
covered in whole or in part by an  issued,  unexpired  claim or a pending  claim
contained  in the  Patent  Rights  in any  country  in  which  such  process  is
practiced.

         1.11 "Net Sales"  shall mean  Ixion's  gross sales  (excluding  Royalty
Income) from the sale or lease of Licensed Products and Licensed  Processes less
the sum of the following:

                  1.11.1   discounts  allowed in amounts  customary in the trade
                           and brokers' or agents' commissions,  if any, allowed
                           and  paid  to  independent   parties  in  arms-length
                           transactions;

                  1.11.2   excise, value-added, or sales taxes, tariff duties or
                           use taxes  directly  imposed  and with  reference  to
                           particular sales;

                  1.11.3   outbound transportation prepaid or allowed;

                  1.11.4   amounts allowed or credited on returns; and

                  1.11.5   packing  costs  and   insurance   costs  if  itemized
separately.

     No deductions shall be made for commissions  paid to individuals  regularly
employed by Ixion and on its payroll, or for cost of collections.

         1.12 "Diagnostic  Field" shall mean the field of Licensed Products used
for the purpose of diagnosing diseases in animals, including humans.

         1.13  "Other  Field"  shall  mean  any  field  of use  other  than  the
Diagnostic Field.




<PAGE>


         2.       Grant of Rights.

         2.1 UFRF grants to Ixion the exclusive right to negotiate, execute, and
administer License  Agreement(s) in the Diagnostic Field.  Unless this Agreement
is terminated and there are no License Agreement(s) in effect or in negotiation,
in accordance  with Article 6  (Termination):  (a) UFRF will not license  Patent
Rights in the Diagnostic Field; and (b) UFRF will, to the extent it is permitted
under applicable agreements with other parties,  notify Ixion of applications of
the Patent  Rights in Other  Fields of which it becomes  aware and consult  with
Ixion  concerning such Other Fields before granting any license under the Patent
Rights in such Other Fields.  This Agreement and any License  Agreement(s) shall
be subject to the reservation of a right by UFRF, on behalf of the University of
Florida  to  practice  under the  Patent  Rights  for  research  purposes  only,
including research for any sponsors.

         2.2  Ixion  will use its best  efforts  to bring  one or more  Licensed
Products or Licensed  Processes  to market  through a  thorough,  vigorous,  and
diligent   program   for   exploitation   of  the   Patent   Rights   to  attain
commercialization  of  Licensed  Products  and  Licensed  Processes,  or at  its
election,  will actively and  diligently  seek  Licensee(s)  for the  commercial
development of Patent Rights and will  administer all License  Agreement(s)  for
the mutual benefit of the parties to this Agreement.

         2.3 Ixion will have the final authority to enter into  negotiations and
execute License  Agreement(s) in the Diagnostic  Field.  Ixion will provide UFRF
with copies of all License  Agreements(s) issued. UFRF will keep these documents
and  related   documentation   confidential   in   accordance   with  Article  7
(Confidentiality),  except that UFRF may disclose  the  existence of any License
Agreement(s), but only to the extent of the granting clause.

         2.4 For as long as this Agreement is in effect, Ixion shall pay to UFRF
twenty-five percent (**%) of Net Royalty Income.

         2.5  During  the life of this  Agreement,  each  party  will be  solely
responsible for calculating and  distributing to its respective  inventors named
on  patents  contained  in  Patent  Rights  its share of Net  Royalty  Income in
accordance with its own policy.

         2.6 Any  respective  License  Agreement  will  include  provisions,  or
substantially similar provisions, as follows:

                 2.6.1   "Nothing in this  Agreement  will be  construed  as: an
                         obligation  to  bring  or  prosecute  actions  or suits
                         against   third   parties   for  patent   infringement;
                         conferring by implication,  estoppel,  or otherwise any
                         license or rights  under any patents of  University  of
                         Florida Research  Foundation,  Inc. ("UFRF") other than
                         Patent  Rights,  regardless of whether such patents are
                         dominant  or  subordinate  to  Patent  Rights;   or  an
                         obligation  to furnish  any  know-how  not  provided in
                         Patent Rights."

                 2.6.2.  EXCEPT  AS  OTHERWISE  EXPRESSLY  SET  FORTH IN THIS
                         AGREEMENT, UFRF MAKES NO REPRESENTATIONS AND EXTENDS NO
                         WARRANTIES  OF ANY KIND,  EITHER  EXPRESS  OR  IMPLIED,
                         INCLUDING    BUT   NOT   LIMITED   TO   WARRANTIES   OF
                         MERCHANTABILITY,  FITNESS FOR A PARTICULAR PURPOSE, AND
                         VALIDITY OF PATENT RIGHTS CLAIMS."

                 2.6.3   "Licensee  will  (and  requires  its  sublicensees  to)
                         indemnify,   hold   harmless  and  defend   UFRF,   the
                         University   of   Florida   ("UF"),   their   officers,
                         employees,  and agents;  the  sponsors of the  research
                         that  led  to  the  Invention;  the  inventors  of  any
                         invention  covered  by  Patent  Rights  (including  the
                         Licensed Products and methods contemplated  thereunder)
                         and their employers against any and all claims,  suits,
                         losses,  damage,  costs,  fees, and expenses  resulting
                         from or arising out of exercise of this  license or any
                         sublicense.  This indemnification will include, but not
                         be limited to, any product liability."

                  2.6.4    "Because this Agreement grants the exclusive right to
                           make, use or sell the Licensed Products in the United
                           States,   Licensee  acknowledges  that  any  Licensed
                           Products  embodying the Invention or produced through
                           the use thereof will be manufactured substantially in
                           the United States."

                  2.6.7    "Nothing  in this  Agreement  will be deemed to limit
                           the right to publish  any and all  technical  data of
                           UFRF or UF resulting  from any research  performed by
                           UFRF relating to the  invention,  and to make and use
                           the invention,  Licensed Product(s),  method(s),  and
                           associated  technology  solely  for  educational  and
                           research  purposes,  and for  purposes not covered by
                           this Agreement."



<PAGE>


                  2.6.8    "Nothing   contained  in  this   Agreement   will  be
                           construed   as   conferring   any  right  to  use  in
                           advertising,    publicity,   or   other   promotional
                           activities, any name, trade name, trademark, or other
                           designation  of UF or  UFRF  (including  contraction,
                           abbreviation, or simulation of any of the foregoing).
                           Unless  required  by law,  the use by Licensee of the
                           names  "UF",  "UFRF",   AUniversity  of  Florida@  or
                           "University  of  Florida   Research   Foundation"  is
                           expressly prohibited."

3.       Other Consideration and Reports

         3.1 Ixion  shall  deliver  to UFRF on or before a date 90 days from the
date hereof a business plan, prospectus,  or annual report containing a plan for
further  research and  development  of a product  relating to the Patent Rights.
Such  document  (or extract from such  document)  shall show  generally  for the
forthcoming fiscal year the amount of money,  number and kind of personnel,  and
time budgeted for such product development. Ixion shall provide similar plans or
extracts  to UFRF on an  annual  basis on or before  the  ninetieth  (90th)  day
following  the  close  of each  fiscal  year.  All  development  activities  and
strategies  and all aspects of product  design and  decisions  to market and the
like are entirely at the  discretion of Ixion,  and Ixion shall rely entirely on
either its own expertise or on the expertise of its own consultants with respect
thereto. UFRF's review of Licensee's business plan, prospectus, or annual report
is solely to verify the existence of Ixion's commitment to development  activity
and  to  ensure  compliance  with  Ixion's   obligations  to  commercialize  the
inventions of the Patent Rights, as set forth above.

         3.2 Ixion agrees that the first commercial sale of Licensed Products by
Ixion or its Licensee to the retail  customer shall occur on or before ten years
from the date of this Agreement or this Agreement  shall  terminate  pursuant to
Section 6.5 hereto.

         3.3. In addition to any other consideration hereunder,  Ixion agrees to
pay to UFRF a royalty  calculated as a percentage of the Net Sales in accordance
with the terms and conditions of this Agreement. The royalty is deemed earned as
of the  earlier of the date the  Licensed  Product  and/or  Licensed  Process is
actually sold and paid for, the date an invoice is sent by Ixion,  or the date a
Licensed  Product  and/or  Licensed  Process is  transferred by Ixion to a third
party for any  promotional  reasons.  The royalty  shall remain fixed while this
Agreement is in effect at a rate of four percent (4%) of the Net Sales.

         3.4.     Accounting; Payments.



<PAGE>


                 3.4.1   Amounts  owing to UFRF  under this  Agreement  shall be
                         paid on a quarterly  basis,  with such  amounts due and
                         received  by  UFRF  on  or  before  the  thirtieth  day
                         following  the end of the  calendar  quarter  ending on
                         March 31, June 30, September 30 or December 31 in which
                         such amounts  were  earned.  The balance of any amounts
                         which  remain  unpaid  more than thirty (30) days after
                         they are due to UFRF shall accrue  interest  until paid
                         at the rate of the lesser of one and  one-half  percent
                         (1.5%) per month or the maximum  amount  allowed  under
                         applicable  law.  However,   in  no  event  shall  this
                         interest   provision   be   construed  as  a  grant  of
                         permission for any payment delays.

                  3.4.2    Except as otherwise  directed,  all amounts  owing to
                           UFRF  under  this  Agreement  shall  be  paid in U.S.
                           dollars to UFRF at the  address  provided  in Section
                           8.1.  All  royalties  owing with respect to Net Sales
                           stated in currencies other than U.S. dollars shall be
                           converted  at the rate shown in the  Federal  Reserve
                           Noon  Valuation - Value of Foreign  Currencies on the
                           day preceding the payment.

                 3.4.3   A full  accounting  showing how any amounts  payable to
                         UFRF under this Agreement have been calculated shall be
                         submitted  to UFRF on the  date of each  such  payment.
                         With  respect  to  payments  under  Section  3.3,  such
                         accounting  shall be on a per-country and product line,
                         model or trade  name basis and shall be  summarized  on
                         the form shown in  Appendix A of this  Agreement.  With
                         respect  to  payments  made  under  Section  2.4,  such
                         accounting  shall  be  on a per  Licensee,  per-country
                         basis.  In the event no payment is owed to UFRF for any
                         reason, an accounting  demonstrating that fact shall be
                         supplied to UFRF.

                  3.4.4    UFRF is exempt  from paying  income  taxes under U.S.
                           law. Therefore, all payments due under Section 3.3 of
                           this  Agreement  shall be made without  deduction for
                           taxes,  assessments,  or  other  charges  of any kind
                           which  may be  imposed  on  UFRF  by  any  government
                           outside  of  the  United   States  or  any  political
                           subdivision  of such  government  with respect to any
                           amounts  payable to UFRF pursuant to this  Agreement.
                           All such taxes,  assessments,  or other charges shall
                           be assumed by Ixion.



<PAGE>


                 3.4.5   Ixion  will  keep  accurate  accounts  of  all  Royalty
                         Income  received  by it from each  Licensee(s)  and all
                         Permitted  Royalties deducted to derive the Net Royalty
                         Income.   Ixion  shall  also  keep  books  and  records
                         sufficient to verify the accuracy and  completeness  of
                         Ixion's accounting with respect to Net Sales, including
                         without  limitation  inventory,  purchase  and  invoice
                         records, manufacturing records, sales analysis, general
                         ledgers, financial statements, and tax returns relating
                         to the Licensed Products and/or Licensed Processes. All
                         such books and records  shall be preserved for a period
                         not less than six years  after they are  created,  both
                         during and after the term of this Agreement. Ixion will
                         permit  UFRF to employ a  certified  public  accounting
                         firm,  reasonably  acceptable to Ixion,  to examine its
                         books and records at reasonable time, but not more than
                         once a year,  in order to verify  the  payments  due or
                         owing under this Agreement. Said books and records of a
                         given fiscal year may be examined  only once.  The fees
                         and expenses of the certified  public  accounting  firm
                         will be borne by UFRF.  If a payment  deficiency  under
                         this Agreement for a calendar year exceeds five percent
                         (5%) of the  amounts  paid for that  year,  then  Ixion
                         shall be  responsible  for paying UFRF's  out-of-pocket
                         expenses incurred with respect to such review.


4.       Patent Prosecution and Protection

         4.1 Ixion shall have the  exclusive  right to maintain  Patent  Rights,
subject to UFRF's  rights in Section  4.4.  Ixion shall be  responsible  for all
costs and expenses with respect to prosecuting and maintaining Patent Rights and
with respect to any  re-examinations,  interferences,  oppositions or invalidity
litigation.

         4.2 Ixion and UFRF will use all  reasonable  efforts to cooperate  with
each other with  respect to patent  maintenance,  licensing,  and  execution  of
assignments of Patent Rights contemplated under this Agreement.

         4.3 Ixion will reimburse UFRF for any past and future costs and charges
it may have  incurred  or may in the future  incur with  respect to any  filing,
prosecuting and maintaining  Patent Rights or the pursuit of any  reexamination,
interference,  opposition or invalidity litigation proceedings related to Patent
Rights,  provided that for future costs Ixion shall have approved the incurrence
of such cost in advance.  Ixion will  reimburse  UFRF for all of these costs and
charges within 30 days following receipt of an itemized invoice from UFRF.



<PAGE>


         4.4 Ixion  agrees  that UFRF shall  have the right to  contact  Ixion's
patent  counsel  with respect to any matters  relating to the Patent  Rights and
Ixion  shall  direct  such  counsel to provide any  information  concerning  the
filing,  prosecution  or  maintenance of any Patent Rights at the same time such
information  is provided to Ixion.  At least 30 days before  Ixion  abandons any
Patent Right (including any  application),  Ixion will first notify UFRF of such
intention. UFRF shall have the right to assume the prosecution or maintenance of
such Patent right at its own expense.  In such event,  with regard to any Patent
Rights  issuing  out of such  application,  the  rights and  obligations  of the
parties  under this  Agreement  with  respect to the use and  licensing  of such
rights shall be reversed unless the parties agree in writing  otherwise.  By way
of example but not  limitation,  UFRF shall then have the right to license  such
rights to others and Ixion  shall have  agreed  not to  license  such  rights to
others in the  Diagnostic  Field and UFRF will pay Ixion 25% of the Net  Royalty
Income received by UFRF.

5.       Legal Actions.

         5.1. Ixion shall have the sole and exclusive right to determine whether
or not the  parties  hereto  shall  engage in and  prosecute  any legal  actions
involving   Patent   Rights,   including   without   limitation   interferences,
oppositions,  reissues,  reexaminations,  or  infringement  or validity  actions
including  appeal  proceedings in any of them.  Such actions shall be at Ixion's
cost and shall be under the exclusive  control of Ixion.  Upon request by Ixion,
UFRF shall join in an action and otherwise  provide  Ixion with such  assistance
and information as may be useful to Ixion in connection with Ixion's taking such
action. Ixion shall reimburse UFRF for UFRF's reasonable  out-of-pocket expenses
incurred in providing such assistance.  Ixion shall have the right to assign its
rights under this Section 5 to any of Ixion's licensees under Patent Rights.

         5.2. Any monetary  recoveries  actually  received and retained by Ixion
from actions referred to in Section 5.1 shall be treated as Royalty Income.


6.       Termination

         6.1. The term of this  Agreement  shall begin on the Effective  Date of
this Agreement and continue  until such time as no patent  comprising the Patent
Rights remains an enforceable patent.

         6.2 If Ixion at any time  defaults in the timely  payment of any monies
due to UFRF or commits any breach of any other covenant  herein  contained,  and
Ixion fails to remedy any such breach or default  within  ninety (90) days after
written  notice  thereof  by UFRF,  UFRF  may,  at its  option,  terminate  this
Agreement by giving thirty (30) days notice of termination to Ixion.

         6.4 UFRF may terminate  this Agreement upon the occurrence of the third
separate default by Ixion within any consecutive  three-year  period for failure
to pay any amounts under this Agreement when due.

         6.5 UFRF may terminate  this  Agreement by giving Ixion at least ninety
(90) days written notice if the date of first  commercial sale does not occur on
or before the date specified in Section 3.2.



<PAGE>


         6.6 If this  Agreement  has been in effect  for at least five (5) years
and if a License  Agreement(s) is not in effect or in  negotiation,  then either
party may terminate this Agreement for any reason upon at least 60 day=s written
notice (ANotice of  Termination@)  to the remaining  party, but in any event not
less than 60 days before the date that  responses to any pending  Patent  Office
actions need to be taken to preserve Patent Rights.

         6.7 If UFRF terminates this Agreement,  then Ixion's  obligation to pay
all costs  related to Patent  Rights and incurred in  accordance  with Article 4
(Patent Prosecution and Protection) will terminate,  but shall not relieve Ixion
of  any  obligation  to  pay  expenses  which  accrued  prior  to  the  date  of
termination.

         6.8  Termination of this Agreement will not relieve either party of any
obligation  or liability  accrued under this  Agreement  before  termination  or
rescind any payments made or due before  termination.  In addition,  termination
will not  relieve  Ixion of  paying  royalties  to UFRF for Net  Royalty  Income
received by Ixion under License Agreements entered into prior to the date of the
termination.

         6.9 Any  termination  of this  Agreement will not affect the rights and
obligations set further in the following Articles:

                  Article  6        Termination

                  Article  7        Confidentiality


7.       Confidentiality

         7.1 Ixion and UFRF respectively will treat and maintain the proprietary
business,  patent  prosecution,  software,  engineering  drawings,  process  and
technical   information,   and  other  proprietary   information   (AProprietary
Information@) of the other party in confidence using at least the same degree of
care as that party uses to protect  its own  Proprietary  Information  of a like
nature for a period from the date of disclosure  until three (3) years after the
date of termination of this Agreement.

         7.2 Proprietary  Information will be labeled or marked  confidential or
as  otherwise  similarly   appropriate  by  the  disclosing  party,  or  if  the
Proprietary  Information is orally  disclosed,  it will be reduced to writing or
some other  physically  tangible form,  marked and labeled as specified above by
the disclosing  party, and delivered to the receiving party within 30 days after
the oral disclosure as a record of the confidential nature.

         7.3 Nothing  contained  herein  will in any way  restrict or impair the
right of Ixion or UFRF to use, disclose,  or otherwise deal with any Proprietary
Information:


<PAGE>



                  7.3.1    that recipient can prove by written records was 
previously known to it;

                  7.3.2 that is now, or becomes in the future,  public knowledge
other than through acts or omissions of recipient;

                  7.3.3  that  is  lawfully  obtained  without  restrictions  by
recipient from sources independent of the disclosing faculty;

7.3.4 that is required to be  disclosed  to a  governmental  entity or agency in
connection  with  seeking  any  governmental  or  regulatory  approval,   or  in
accordance  with the lawful  requirement or request of a governmental  entity or
agency;

                  7.3.5 that Ixion or UFRF is required to disclose in accordance
with applicable laws of their respective states.


         7.4 Nothing under this Agreement or any other  agreement  between Ixion
and UFRF shall be construed  to restrict the rights of the  Inventors to publish
in scientific journals,  make presentations at public meetings,  symposia, or at
regional  or  national   meetings   documents   that  may  contain   Proprietary
Information.

         7.5 Upon termination of this Agreement by either party,  Ixion and UFRF
will destroy or return to the disclosing party Proprietary  Information received
from the other in its possession  within 15 days following the effective date of
termination.  If the Proprietary Information is destroyed, then the parties will
provide to the disclosing party, within 30 days following termination, a written
notice that the Proprietary Information has been destroyed.  Ixion and UFRF may,
however,  retain  one copy of the  Proprietary  Information  of the other  party
(solely for archival  purposes in  non-working  confidential  files for the sole
purpose of verifying the ownership of the Proprietary Information),  except that
this Proprietary  Information will be subject to the confidentiality  provisions
in Section 7.1 above.


8.       Notices

         8.1 Any notice or payment  required to be given to either party will be
deemed  to have  been  properly  given  and to be  effective  (a) on the date of
delivery  if  delivered  in person or (b) five days  after  mailing if mailed by
first-class  certified  mail,  postage paid, to the respective  addresses  given
below, or to another address as may be designated by written notice given to the
other party.


<PAGE>






         To Ixion:                  Ixion Biotechnology, Inc.
                                    Attn.: General Counsel
                                    13709 Progress Blvd., Box 13
                                    Alachua, Florida 32615
                                    Tel.:  904-418-1428
                                    Fax.: 904-418-1583

         To UFRF:          University of Florida Research Foundation, Inc.
                                    Attn: Managing Director
                                    223 Grinter Hall
                                    Gainesville, FL 32611

                                    With a copy to:

                                    Dr. Ron Kudla
                                    Director, Office of Technology Licensing
                 University of Florida Research Foundation, Inc.
                            1938 West University Ave.
                           Gainesville, Florida 32611
                                    Tel: (352) 392-8929
                                    Fax: (352) 392-6600


9.       Warranties and Representations.

         9.1 UFRF and Ixion each warrant and represent  that the policy of their
respective  institutions requires the inventor of the Patent Rights to assign to
that  institution  all of his right,  title and  interest  in and to any and all
Patent  Rights.  UFRF and Ixion  further  warrants  that it has not  granted any
licenses or other rights to any other party under any of Patent Rights.



<PAGE>


         9.2 In the event either party now or in the future holds or acquires an
interest in technology that can compete in the marketplace or otherwise with all
or any part of any inventions or patents held by either of the parties,  whether
as a consequence of this  Agreement or otherwise,  the parties hereto agree that
each of them may so  proceed  in its  efforts to  commercialize  its  technology
(other  than the Patent  Rights) as, in its sole and best  judgment,  each deems
appropriate.  Furthermore,  this Agreement in no way restricts either party from
cooperating  with  or  receiving  cooperation  from  other  public  and  private
agencies,  organizations,  and  individuals  with  respect  to any of the normal
activities of either of the parties.

         9.3  Neither  party to this  Agreement  makes any other  warranties  or
representation  of any kind unless expressly stated in writing in this agreement
or in an amendment thereto signed by both parties.


10.      Use of Names.

         Neither  party  may use  the  name of the  other  party  in any way for
advertising or publicity without the express written consent of the other party,
provided,  however,  that Ixion has the right to use the name of UFRF within the
context of a License Agreement and in filings and other disclosures  required to
be made under the law.


11.      Miscellaneous.

         Waiver by either party of any breach or default of any of the covenants
or  provisions  of this  Agreement  will not be  deemed a waiver of any other or
similar  breach or default.  Nothing in this Agreement  confers by  implication,
estoppel,  or otherwise  any license or rights under any patents of either party
other than Patent  Rights,  regardless  of whether  such patents are dominant or
subordinate  to  Patent  Rights.   This  Agreement  shall  be  governed  by  and
interpreted--and  its  performance  enforced--in  accordance  with  Florida law,
except that the scope and validity of any patent  application  or patent will be
governed  and  enforced  by the laws of the  applicable  country  of the  patent
application or patent.  If any part of this Agreement is for any reason found to
be unenforceable,  all other parts nevertheless remain enforceable.  The parties
hereto are independent contractors and not joint venturers or partners.


12.      Contract Formation and Authority.

         A. No  agreement  between  the  parties  shall  exist  unless  the duly
authorized  representative of Ixion and the Director of the Office of Technology
Licensing  of UFRF have  signed  this  document  within  thirty (30) days of the
effective date written on the first page of this Agreement.

         B. The persons  signing on behalf of UFRF and Ixion hereby  warrant and
represent  that they have  authority to execute this  Agreement on behalf of the
party for whom they have signed.


<PAGE>


13.      Assignability

         This  Agreement  binds and inures to the benefit of the parties,  their
successors or assigns, but may not be assigned by either party without the prior
written  consent of the other  party,  which  consent  will not be  unreasonably
withheld.


14.      Implied License

         NOTHING  IN  THIS  AGREEMENT  CONFERS  BY  IMPLICATION,   ESTOPPEL,  OR
OTHERWISE  ANY LICENSE OR RIGHTS  UNDER ANY  PATENTS OF EITHER  PARTY OTHER THAN
PATENT  RIGHTS,  REGARDLESS OF WHETHER THESE PATENTS ARE DOMINANT OR SUBORDINATE
TO PATENT RIGHTS.


15.      Complete Agreement

         15.1 It is  understood  between  Ixion  and UFRF  that  this  Agreement
constitutes  their entire  agreement,  both written and oral, and that all prior
agreements  respecting the subject matter of this  Agreement,  either written or
oral, expressed or implied, are canceled.

         15.2 No amendment or  modification  of this  Agreement  will be binding
upon the parties unless made in writing and signed on behalf of each party.

         15.3 If any  part of this  Agreement  is for  any  reason  found  to be
unenforceable, all other parts nevertheless remain enforceable.



<PAGE>


         IN  WITNESS  WHEREOF,  the  parties  hereto  have  duly  executed  this
Agreement on the dates indicated below.


UNIVERSITY OF FLORIDA                       IXION BIOTECHNOLOGY, INC.
RESEARCH FOUNDATION, INC.


/s/ Ronald M. Kudla                         /s/ Weaver H. Gaines
Ronald M. Kudla, Ph.D., MBA                 Weaver H. Gaines
Director                                    Chairman and Chief Executive Officer
Office of Technology Licensing


Date: 3/2/99                                                  Date: 3/4/99



<PAGE>

<TABLE>
<CAPTION>

                                   APPENDIX A
                               UFRF ROYALTY REPORT

             Licensee:                                              Agreement No.:

             Inventor:                                             P# :   P
                      ----------------------------------------          ---
       Period Covered:     From:     /    / 199                    Through:         /  / 199
                                 -----------------------------                  -----
          Prepared By:                                                Date:
          Approved By:                                                Date:
                  If    license  covers  several  major  product  lines,  please
                        prepare a separate  report for each line.  Then  combine
                        all product lines into a summary report.
        Report Type:  |_|  Single Product Line Report:
                      |_|  Multiproduct Summary Report.  Page 1 of ______ Pages
                      |_|  Product Line Detail.  Line:                             Tradename:
                                                       --------------------------
                         Page:
Report Currency:|_|  U. S. Dollars      |_|  Other
<S>          <C>               <C>               <C>              <C>               <C>  
------------ ----------------- ----------------- ---------------- ----------------- ==================================

                  Gross            * Less:             Net            Royalty             Period Royalty Amount
------------ ----------------- ----------------- ---------------- ----------------- ==================================
------------ ----------------- ----------------- ---------------- ----------------- ---------------- =================

  Country         Sales           Allowances          Sales             Rate           This Year        Last Year
------------ ----------------- ----------------- ---------------- ----------------- ---------------- =================
------------ ----------------- ----------------- ---------------- ----------------- ---------------- =================

U.S.A.
------------ ----------------- ----------------- ---------------- ----------------- ---------------- =================
------------ ----------------- ----------------- ---------------- ----------------- ---------------- =================

Canada
------------ ----------------- ----------------- ---------------- ----------------- ---------------- =================
------------ ----------------- ----------------- ---------------- ----------------- ---------------- =================

Europe:
------------ ----------------- ----------------- ---------------- ----------------- ---------------- =================
------------ ----------------- ----------------- ---------------- ----------------- ---------------- =================


------------ ----------------- ----------------- ---------------- ----------------- ---------------- =================
------------ ----------------- ----------------- ---------------- ----------------- ---------------- =================


------------ ----------------- ----------------- ---------------- ----------------- ---------------- =================
------------ ----------------- ----------------- ---------------- ----------------- ---------------- =================


------------ ----------------- ----------------- ---------------- ----------------- ---------------- =================
------------ ----------------- ----------------- ---------------- ----------------- ---------------- =================


------------ ----------------- ----------------- ---------------- ----------------- ---------------- =================
------------ ----------------- ----------------- ---------------- ----------------- ---------------- =================

Japan
------------ ----------------- ----------------- ---------------- ----------------- ---------------- =================
------------ ----------------- ----------------- ---------------- ----------------- ---------------- =================

Other:
------------ ----------------- ----------------- ---------------- ----------------- ---------------- =================
------------ ----------------- ----------------- ---------------- ----------------- ---------------- =================


------------ ----------------- ----------------- ---------------- ----------------- ---------------- =================
------------ ----------------- ----------------- ---------------- ----------------- ---------------- =================


------------ ----------------- ----------------- ---------------- ----------------- ---------------- =================
------------ ----------------- ----------------- ---------------- ----------------- ---------------- =================

TOTAL:
------------ ----------------- ----------------- ---------------- ----------------- ---------------- =================
</TABLE>

Total Royalty: _____  Conversion Rate: ______  Royalty in U.S. Dollars:   $

           The following royalty forecast is non-binding and for UFRF's internal
planning purposes only:

Royalty Forecast Under This Agreement:  Next Quarter:__________  Q2:__________
                                                  Q3:__________  Q4:__________


        ------------------------------------------------------------------------
        * On a separate page,  please  indicate the reasons for returns or other
        adjustments if significant.
--------------------------------------------------------------------------------
                Also note any unusual  occurrences that affected royalty amounts
         during this period. To assist UFRF's forecasting, please comment on any
         significant expected trends in sales volume.
--------------------------------------------------------------------------------
        * On a separate page,  please  indicate the reasons for returns or other
adjustments if significant.
--------------------------------------------------------------------------------
                Also note any unusual  occurrences that affected royalty amounts
         during this period. To assist UFRF's forecasting, please comment on any
         significant expected trends in sales volume.