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                                 CONFIDENTIAL


                                                                  Exhibit 10.13


                            PUBLIC HEALTH SERVICE

                      PATENT LICENSE AGREEMENT-EXCLUSIVE

                                  COVER PAGE


For PHS internal use only:

    Patent License Number: L-226-96/D

    Serial Numbers of Licensed Patents: U.S. PAT. 5,614,191 AND
                                        U.S. PAT. 4,892,827

    Licensee: NEOPHARM, INC.

    CRADA Number (if applicable): N/A

    Additional Remarks: None

This Patent License Agreement, hereinafter referred to as THE "AGREEMENT,"
consists of this Cover Page, an attached AGREEMENT, a Signature Page, Appendix
A (List of Patent(s) or Patent Applications(s)), Appendix B (Fields of Use and
Territory), Appendix C (Royalties), Appendix D (Benchmarks), and Appendix E
(Commercial Development Plan). The Parties to this AGREEMENT are:

1)  The National Institutes of Health ("NIH"), the Centers for Disease Control
    and Prevention ("CDC"), or the Food and Drug Administration ("FDA"),
    hereinafter singly or collectively referred to as "PHS," agencies ("DHHS");
    and

2)  The person, corporation, or institution identified ABOVE AND/OR ON THE
    Signature Page, having offices at the address indicated on the Signature
    Page, hereinafter referred to as "Licensee."












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                   PHS PATENT LICENSE AGREEMENT--EXCLUSIVE


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 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  "BACKGROUND PATENT RIGHTS" shall mean U.S. Patent No. 4,892,827.

    2.02  "BENCHMARKS" mean the performance milestones that are set forth in
          Appendix D.

    2.03  "COMMERCIAL DEVELOPMENT PLAN" means the written commercialization
          plan attched as Appendix E.

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

    2.05  "GOVERNMENT" means the Government of the United States of America.

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

    2.07  "LICENSED PATENT RIGHTS" means the fields of use identified in
          Appendix B.

          a) U.S. patent applications and patents listed in Appendix A as such,
             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;















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          b) to the extent the following contain one or more claims directed to
             the invention or inventions disclosed 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 or inventions disclosed 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 disclosed in a) above.

    2.08  "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.

    2.09  "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.

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

    2.11  "NET SALES" means the total gross receipts for sales of LICENSED
          PRODUCTS or practice of LICENSED PROCESSES by or on behalf of
          Licensee or its sublicensees, 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, or sublicensees, and on its payroll, or for the cost of
          collections.

    2.12  "PRACTICAL APPLICATION" means to manufacture in the case of a
          composition or product, to practice in the case of a process or
          method, or to operate in the case of a machine or system; and in each
          case, under such conditions as to establish that the invention is
          being utilized and that its benefits are to the extent permitted by
          law or GOVERNMENT regulations available to the public on reasonable
          terms.

    2.13  "RESEARCH LICENSE" means a nontransferable, nonexclusive license to
          make and to use the LICENSED PRODUCTS OR LICENSED PROCESSES as
          defined by the LICENSED PATENT RIGHTS for purposes of research
          including human clinical trials and not for purposes of commercial
          manufacture or distribution or in lieu of purchase if LICENSED
          PRODUCTS or LICENSED PROCESSES are marketed by LICENSEE.

3.  GRANT OF RIGHTS

    3.01  PHS hereby grants and LICENSEE accepts, subject to the terms and
          conditions of this AGREEMENT, an exclusive license 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.

    3.02  PHS hereby grants and LICENSEE accepts, subject to the terms and
          conditions of this AGREEMENT, a non-exclusive license under the
          BACKGROUND PATENT RIGHTS in the LICENSED TERRITORY to






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          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.


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

4.  SUBLICENSING

    4.01  Upon written approval by PHS which will be given within thirty (30)
          days of a written request by LICENSEE, said approval not to be
          unreasonably withheld, LICENSEE may enter into sublicensing
          agreements under the LICENSED PATENT RIGHTS.

    4.02  LICENSEE agrees that any sublicenses granted by it shall provide
          that the obligations to PHS of Paragraphs 5.01-5.04, 8.01,
          10.01, 10.02, 12.05 and 13.07-13.09 of this AGREEMENT shall be
          binding upon the sublicensee as if it were a party to this AGREEMENT.
          LICENSEE further agrees to attach copies of these Paragraphs to all
          sublicense agreements.

    4.03  Any sublicenses granted by LICENSEE shall provide for the
          termination of the sublicense, or the conversion to a license
          directly between such sublicensees and PHS, at the option of the
          sublicensee, upon termination of this AGREEMENT under Article 13.
          Such conversion is subject to PHS approval and contingent upon
          acceptance by the sublicensee of the remaining provisions of this
          AGREEMENT.

    4.04  LICENSEE agrees to forward to PHS a copy of each fully executed
          sublicense agreement postmarked within thirty (30) days of the
          execution of such agreement. To the extent permitted by law, PHS
          agrees to maintain each such sublicense agreement in confidence.

5.  STATUTORY AND PHS REQUIREMENTS AND RESERVED GOVERNMENT RIGHTS

    5.01  PHS reserves on behalf of the GOVERNMENT an irrevocable,
          nonexclusive, nontransferable, royalty-free license for the
          practice of all inventions licensed under the LICENSED PATENT RIGHTS
          throughout the world by or on behalf of the GOVERNMENT and on behalf
          of any foreign government or international organization pursuant to
          any existing or future treaty or agreement to which the GOVERNMENT is
          a signatory. Prior to the FIRST COMMERCIAL SALE, LICENSEE agrees to
          provide PHS reasonable quantities of LICENSED PRODUCTS or materials
          made through the LICENSED PROCESSES for PHS research use including
          for human clinical trials but not for purposes of commercial
          development, manufacture or distribution.

    5.02  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.

    5.03  LICENSEE acknowledges that PHS may enter into future Cooperative
          Research and Development Agreements (CRADAs) under the Federal
          Technology Transfer Act of 1986 that relate to the subject matter of
          this AGREEMENT. LICENSEE agrees not to unreasonably deny requests for
          a Research License from such future collaborators with PHS when
          acquiring such rights is necessary in order to make a CRADA project
          feasible. LICENSEE may request an opportunity to join as a party to
          the proposed CRADA.

   5.04   In addition to the reserved license of Paragraph 5.01 above, PHS
          reserves the right to grant such nonexclusive RESEARCH LICENSES
          directly or to require LICENSEE to grant nonexclusive RESEARCH
          LICENSES on reasonable terms. The purpose of this RESEARCH LICENSE is
          to encourage basic



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            research, whether conducted at an academic or corporate facility.
            In order to safeguard the LICENSED PATENT RIGHTS, however, PHS shall
            consult with LICENSEE before granting to commercial entities a
            RESEARCH LICENSE or providing to them research samples of the
            materials.

6.  ROYALTIES AND REIMBURSEMENT

    6.01    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.

    6.02    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 due for the first calendar year of
            this AGREEMENT 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.

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

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

    6.05    LICENSEE agrees to pay PHS sublicensing royalties as set forth in
            Appendix C.

    6.06    LICENSEE agrees to pay PHS assignment royalties as set forth in
            Appendix C.

    6.07    A claim of a patent or patent application licensed under
            this AGREEMENT shall cease to fall within the LICENSED PATENT
            RIGHTS or BACKGROUND 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 or irrevocably
            lapses, or c) the claim has been held to be invalid or
            unenforceable by an unappealed or unappealable decision of a court
            of competent jurisdiction or administrative agency.

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

    6.09(a) Transfer of LICENSED PRODUCTS by LICENSEE to sublicensees or an
            affiliated party made in other than an arm's-length
            transaction for no further resale shall be attributed a value which
            would have been received in an arm's-length transaction of like
            quantity and quality of products sold on or about the time of the
            transfer of LICENSED PRODUCTS for the purpose of calculating NET
            SALES.

    6.09(b) Transfer of LICENSED PRODUCTS by LICENSEE to sublicensees or
            affiliated party for further resale shall have attributed either
            a value which would have been received in an arm's-length
            transaction based on sales of like quantity and quality of products
            transferred on or about the time of such transfer of LICENSED
            PRODUCTS or the actual value received in a later arm's-length
            transaction, whichever is greater, for purposes of calculating NET
            SALES.

    6.10(a) With regard to expenses associated with the preparation, filing,
            prosecution, and maintenance of all patent  applications and
            patents included within the LICENSED PATENT RIGHTS incurred by PHS
            prior to the effective date of this AGREEMENT, LICENSEE shall pay
            to PHS, as an additional royalty, within sixty (60) days of PHS's
            submission of a statement and request for payment to LICENSEE, an
            amount equivalent to such patent expenses previously incurred by
            PHS.

    6.10(b) With regard to expenses associated with the preparation, filing,
            prosecution, and maintenance of all patents included within the
            BACKGROUND PATENT RIGHTS incurred by PHS prior to the effective
            date of this AGREEMENT, LICENSEE shall pay to PHS, as an additional
            royalty, within (60) days of



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          PHS's submission of a statement and request for payment an amount
          equivalent to three-thousand three-hundred dollars ($3,300.00).

    6.11  With regard to expenses associated with the preparation, filing,
          prosecution, and maintenance of all patent applications and
          patents included within the LICENSED PATENT RIGHTS incurred by PHS
          on or after the effective date of this AGREEMENT, PHS, at its sole
          option, may require LICENSEE:

          (a) to pay PHS on an annual basis, within sixty (60) days of PHS's
          submission of a statement and request for payment, a royalty amount
          equivalent to all such patent expenses incurred during the previous
          calendar year(s); or

          (b) to pay such expenses directly to the law firm employed by PHS to
          handle such functions. However, in such event, PHS and not LICENSEE
          shall be the client of such law firm.

          Under exceptional circumstances, LICENSEE may be given the right
          to assume responsibility for the preparation, filing, prosecution, or
          maintenance of any patent application or patent included with the
          LICENSED PATENT RIGHTS. In that event, LICENSEE shall directly pay
          the attorneys or agents engaged to prepare, file, prosecute or
          maintain such patent applications or patents and shall provide to PHS
          copies of each invoice associated with such services as well as
          documentation that such invoices have been paid.

    6.12  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 Article 6.10 (a) for patent-related expenses incurred in that
          country after the effective date of such written notice.

7.  PATENT FILING, PROSECUTION, AND MAINTENANCE

    7.01  Except as otherwise provided in this Article 7, PHS agrees to take
          responsibility for, but to consult with, the LICENSEE in the
          preparation, filing, prosecution, and maintenance of any and all
          patent applications or patents included in the LICENSED PATENT RIGHTS
          and shall furnish copies of relevant patent-related documents to
          LICENSEE.

    7.02  Upon PHS's written request, LICENSEE shall assume the
          responsibility for the preparation, filing, prosecution, and
          maintenance of any and all patent applications or patents included
          in the LICENSED PATENT RIGHTS and shall on an ongoing basis
          promptly furnish copies of all patent-related documents to PHS. In
          such event, LICENSEE shall, subject to the prior approval of PHS,
          select registered patent attorneys or patent agents to provide such
          services on behalf of LICENSEE and PHS.PHS shall provide
          appropriate powers of attorney and other documents necessary to
          undertake such actions to the patent attorneys or patent agents
          providing such services. LICENSEE and its attorneys or agents shall
          consult with PHS in all aspects of the preparation, filing,
          prosecution and maintenance of patent applications and patents
          included within the LICENSED PATENT RIGHTS and shall provide PHS
          sufficient opportunity to comment on any document that LICENSEE
          intends to file or to cause to be filed with the relevant
          intellectual property or patent office.


    7.03  At any time, PHS may provide LICENSEE with written notice that PHS
          wishes to assume control of the preparation, filing,
          prosecution, and maintenance of any and all patent applications or
          patents included in the LICENSED PATENT RIGHTS. If PHS elects to
          assume such responsibilities, LICENSEE agrees to cooperate fully with
          PHS, its attorneys and agents in the preparation, filing,
          prosecution, and maintenance of any and all patent applications or
          patents included in the LICENSED PATENT RIGHTS and to provide PHS
          with complete copies of any and all documents or other materials that
          PHS deems necessary to undertake such responsibilities. If PHS elects
          to assume control of the preparation, filing, prosecution, and
          maintenance of any and all patent applications or patents included in
          the LICENSED PATENT RIGHTS for a reason other than LICENSEE'S failure
          to perform under this AGREEMENT, PHS shall be responsible for all
          costs associated with transferring patent prosecution
          responsibilities to an attorney or agent of PHS's choice.


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    7.04  Each party shall promptly inform the other as to all matters that
          come to its attention that may affect the preparation, filing,
          prosecution, or maintenance of the LICENSED PATENT RIGHTS and permit
          each other to provide comments and suggestions with respect to the
          preparation, filing, and prosecution of LICENSED PATENT RIGHTS, which
          comments and suggestions shall be considered by the other party.

8.  RECORD KEEPING

    8.01  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 9.08 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.

    8.02  LICENSEE agrees to conduct an independent audit of sales and
          royalties at least every two years if annual sales of the LICENSED
          PRODUCT or LICENSED PROCESSES are over two (2) million dollars. The
          audit may be conducted in conjunction with the annual audit performed
          on behalf of LICENSEE. The audit shall address, at a minimum, the
          amount of gross sales by or on behalf of LICENSEE during the audit
          period, the amount of funds owed to the GOVERNMENT under this
          AGREEMENT, and whether the amount owed has been paid to the
          GOVERNMENT and is reflected in the records of the LICENSEE. A report
          by the auditor shall be submitted promptly to PHS on completion.
          LICENSEE shall pay for the entire cost of the audit.

9.  REPORTS ON PROGRESS, BENCHMARKS, SALES, AND PAYMENTS

    9.01  Prior to signing this AGREEMENT, LICENSEE has provided to PHS the
          COMMERCIAL DEVELOPMENT PLAN at Appendix F, under which
          LICENSEE intends to bring the subject matter of the LICENSED PATENT
          RIGHTS to the point of PRACTICAL APPLICATION. This COMMERCIAL
          DEVELOPMENT PLAN is hereby incorporated by reference into this
          Agreement. Based on this plan, performance BENCHMARKS are determined
          as specified in Appendix D.

    9.02  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, sublicensing, marketing, and sales during
          the preceding calendar year, as well as plans for the present
          calendar year. PHS also encourages these reports to include
          information on any of LICENSEE'S public service activities that
          relate to the LICENSED PATENT RIGHTS. If reported progress differs
          from that projected in the COMMERCIAL DEVELOPMENT PLAN and
          BENCHMARKS, LICENSEE shall explain the reasons for such differences.
          In any such annual report, LICENSEE may propose amendments to the
          COMMERCIAL DEVELOPMENT PLAN, acceptance of which by PHS may not be
          denied unreasonably. LICENSEE agrees to provide any additional
          information reasonably required by PHS to evaluate LICENSEE'S
          performance under this AGREEMENT. LICENSEE may amend the Benchmarks
          at any time upon written consent by PHS. PHS shall not unreasonably
          withhold approval of any request of LICENSEE to extend the time
          periods of this schedule if such request is supported by a reasonable
          showing by LICENSEE of diligence in its performance under the
          COMMERCIAL DEVELOPMENT PLAN and toward bringing the



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           LICENSED PRODUCTS to the point of practical application as defined
           in 37 CFR 404.3(d). LICENSEE shall amend the COMMERCIAL
           DEVELOPMENT PLAN and BENCHMARKS at the request of PHS to address any
           LICENSED FIELDS OF USE not specifically addressed in the plan
           originally submitted.

    9.03   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.

    9.04   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 2.11 to determine NET SALES made under Article 6 to
           determine royalties due.

    9.05   LICENSEE agrees to forward semi-annually to PHS a copy of such
           reports received by LICENSEE from its sublicensees during the
           preceding half-year period as shall be pertinent to a royalty
           accounting to PHS by LICENSEE for activities under the sublicense.

    9.06   Royalties due under Article 6 shall be paid in U.S. dollars. For
           conversion of foreign currency to U.S. dollars, the conversion
           rate shall be the New York foreign exchange 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, as appropriate, for FDA or NIH licenses to the National
           Institutes of Health, P.O. Box 360120, Pittsburgh, Pennsylvania
           15251-6120. 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. The royalty report required by Paragraph 9.04
           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.

    9.07   LICENSEE shall be solely responsible for determining if any tax on
           royalty income is owed outside the United States and shall pay
           any such tax and be responsible for all filings with appropriate
           agencies of foreign governments. The taxes paid by LICENSEE on
           behalf of PHS may be deducted from the earned royalty due under
           paragraph 6.03.

    9.08   Late charges will be assessed by PHS as additional royalties on any
           overdue payments at a rate of one (1) percent per month
           compounded monthly. The payment 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.

    9.09   All plans and reports required by this Article 9 and marked
           "confidential" by LICENSEE shall, to the extent permitted by law, be
           treated by PHS as commercial and financial information obtained from
           a person and as privileged and confidential and any proposed
           disclosure of such records by the PHS under the Freedom of
           Information Act, 5 U.S.C. Section  552 shall be subject to the
           predisclosure notification requirements of 45 CFR Section  5.65(d).



10. PERFORMANCE

    10.01  LICENSEE shall use its reasonable best efforts to bring
           the License Products and Licensed Processes to Practical
           Application. "Reasonable best efforts" for the purposes of this
           provision shall include adherence to the COMMERCIAL DEVELOPMENT
           PLAN at Appendix F and performance of the BENCHMARKS at Appendix
           D. The efforts of a sublicensee shall be considered the efforts of
           LICENSEE.

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    10.02  Upon the FIRST COMMERCIAL SALE, until the expiration of this
           Agreement, LICENSEE shall use its reasonable best efforts to make
           LICENSED PRODUCTS and LICENSED PROCESSES reasonably accessible to
           the United States public.

11. INFRINGEMENT AND PATENT ENFORCEMENT

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

    11.02  Pursuant to this AGREEMENT and the provisions of Chapter 29 of
           title 35, United States Code, LICENSEE may a) bring suit in its own
           name, at its own expense, and on its own behalf for infringement
           of presumably valid claims in the LICENSED PATENT RIGHTS; b) in any
           such suit, enjoin infringement and collect for its use, damages,
           profits, and awards of whatever nature recoverable for such
           infringement; and c) settle any claim or suit for infringement of
           the LICENSED PATENT RIGHTS provided, however, that PHS and
           appropriate GOVERNMENT authorities shall have the first right to
           take such actions. If LICENSEE desires to initiate a suit for patent
           infringement, LICENSEE shall notify PHS in writing. If PHS does not
           notify LICENSEE of its intent to pursue legal action within ninety
           (90) days, LICENSEE will be free to initiate suit. PHS shall have a
           continuing right to intervene in such suit. LICENSEE shall take no
           action to compel the GOVERNMENT either to initiate or to join in any
           such suit for patent infringement. LICENSEE may request the
           GOVERNMENT to initiate or join in any such suit if necessary to
           avoid dismissal of the suit. Should the GOVERNMENT be made a party
           to any such suit, LICENSEE shall reimburse the GOVERNMENT for any
           costs, expenses, or fees which the GOVERNMENT incurs as a result of
           such motion or other action, including any and all costs incurred by
           the GOVERNMENT in opposing any such motion or other action. In all
           cases, LICENSEE agrees to keep PHS reasonably apprised of the status
           and progress of any litigation. Before LICENSEE commences an
           infringement action, LICENSEE shall notify PHS and give careful
           consideration to the views of PHS and to any potential effects of
           the litigation on the public health in deciding whether to bring
           suit.

    11.03  In the event that a declaratory judgment action alleging invalidity
           or non-infringement of any of the LICENSED PATENT RIGHTS shall be
           brought against LICENSEE or raised by way of counterclaim or
           affirmative defense in an infringement suit brought by LICENSEE
           under Paragraph 11.02, pursuant to this AGREEMENT and the provisions
           of Chapter 29 of Title 35, United States Code or other statutes,
           LICENSEE may a) defend the suit in its own name, at its own expense,
           and on its own behalf for presumably valid claims in the LICENSED
           PATENT RIGHTS; b) in any such suit, ultimately to enjoin
           infringement and to collect for its use, damages, profits, and
           awards of whatever nature recoverable for such infringement; and c)
           settle any claim or suit for declaratory judgment involving the
           LICENSED PATENT Rights-provided, however, that PHS and appropriate
           Government authorities shall have the first right to take such
           actions and shall have a continuing right to intervene in such suit.
           If PHS does not notify LICENSEE of its intent to respond to the
           legal action within a reasonable time, LICENSEE will be free to do
           so. Licensee shall take no action to compel the GOVERNMENT either to
           initiate or to join in any such declaratory judgment action.
           LICENSEE may request the GOVERNMENT to initiate or to join any such
           suit if necessary to avoid dismissal of the suit. 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
           such motion or other action. If LICENSEE elects not to defend
           against such declaratory judgment action, PHS, at its option, may do
           so at its own expense. In all cases, LICENSEE agrees to keep PHS
           reasonably apprised of the status and progress of any litigation.
           Before LICENSEE commences an infringement action, LICENSEE shall
           notify PHS and give careful consideration to the views of PHS and to
           any potential effects of the litigation on the public health in
           deciding whether to bring suit.

     11.04 In any action under Paragraphs 11.02 or 11.03, the expenses
           including costs, fees, attorney fees, and disbursements,
           shall be paid by LICENSEE. Up to twenty-five percent (25%) of such
           expenses may be credited against the royalties payable to PHS under
           Paragraph 6.03 under the LICENSED




<PAGE>   10


           PATENT RIGHTS in the country in which such a suit is filed. In the
           event that twenty-five percent (25%) of such expenses exceed the
           amount of royalties payable by LICENSEE in any calendar year, the
           expenses in excess may be carried over as a credit on the same basis
           into succeeding calendar years. A credit against litigation
           expenses, however, may not reduce the royalties due in any calendar
           year to less than the minimum annual royalty. Any recovery made by
           LICENSEE, through court judgment or settlement, first shall be
           applied to reimburse PHS for royalties withheld as a credit against
           litigation expenses and then to reimburse LICENSEE for its
           litigation expense. Any remaining recoveries shall be split with
           seventy-five (75%) going to Licensee and twenty-five percent (25%)
           going to PHS.

    11.05  PHS shall cooperate fully with LICENSEE in connection with any
           action under Paragraphs 11.02 or 11.03. PHS agrees promptly
           to provide access to all necessary documents and to render
           reasonable assistance in response to a request by LICENSEE.

12. NEGATION OF WARRANTIES AND INDEMNIFICATION

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

    12.02  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.

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

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

    12.05  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, its sublicensees, 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
           materials by Licensee, 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.

13. TERM TERMINATION. AND MODIFICATION OF RIGHTS

    13.01  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 13.

    13.02  In the event that LICENSEE is in default in the performance of any
           material obligations under this AGREEMENT, including but not
           limited to the obligations listed in Article 13.05, 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.

    13.03  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.

    13.04  LICENSEE shall have a unilateral right to terminate this AGREEMENT
           and/or any licenses in any

<PAGE>   11
               country by giving PHS sixty (60) days written notice to that
               effect.

        13.05  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 not achieved the Benchmarks as may
               be modified under Paragraph 9.02; 3) 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; 4) has committed a material breach of a covenant or
               agreement contained in the license; 5) is not keeping LICENSED
               PRODUCTS or LICENSED PROCESSES reasonably available to the
               public after commercial use commences; 6) cannot reasonably
               satisfy unmet health and safety needs; or 7) cannot reasonably
               justify a failure to comply with the domestic production
               requirement of Paragraph 5.02 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 9.02. 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 7). If LICENSEE fails to alleviate PHS's concerns as
               to the previous items 1) to 7) or fails to initiate corrective
               action to PHS's satisfaction, PHS may terminate this AGREEMENT.

        13.06  When the public health and safety so require, and after written
               notice to LICENSEE providing LICENSEE a sixty (60) day
               opportunity to respond, PHS shall have the right to require
               LICENSEE to grant sublicenses to responsible applicants, on
               resonable terms, in any Licensed Fields of Use under the
               Licensed Patent Rights, unless LICENSEE can reasonably
               demonstrate that the granting of the sublicense would not
               materially increase the availability to the public of the
               subject matter of the LICENSED PATENT RIGHTS. PHS will not
               require the granting of a sublicense unless the responsible
               applicant has first negotiated in good faith with LICENSEE.

        13.07  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.

        13.08  Within thirty (30) days of receipt of written notice of PHS's
               unilateral decision to modify or terminate this Agreement,
               LICENSEE may, consistent with the provisions of 37 CFR 404.11,
               appeal the decision by written submission to the designated PHS
               official. The decision of the designated PHS official shall be
               the final agency decision. LICENSEE may thereafter exercise any
               and all administrative or judicial remedies that may be
               available.

        13.09  Within ninety (90) days of termination of this AGREEMENT under
               this Article 13 or expiration under Paragraph 3.02, a final
               report shall be submitted by LICENSEE. Any royalty payments,
               including those related to patent expense, due to PHS shall
               become immediately due and payable upon termination or
               expiration. If terminated under this Article 13, sublicensees
               may elect to convert their sublicenses to direct licenses with
               PHS pursuant to Paragraph 4.03.


14.     GENERAL PROVISIONS

        14.01  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.

        14.02  This AGREEMENT constitutes the entire agreement between the
               Parties relating to the subject




<PAGE>   12

      matter of the LICENSED PATENT RIGHTS, and all negotiations,
      representations, agreements, and understandings are merged into,
      extinguished by, and completely expressed by this AGREEMENT.

14.03 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.

14.04 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 effecffve until a written
      amendment is signed by the signatories to this AGREEMENT or their
      designees.

14.05 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.

14.06 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..

14.07 This AGREEMENT shall not be assigned by LICENSEE except a) with the
      prior written consent of PHS, such consent not to be withheld
      unreasonably; 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.

14.08 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.

14.09 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.

14.10 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.

14.11 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.




<PAGE>   13


               Additionally, LICENSEE shall not use the names of NIH, CDC, PHS,
               or DHHS or the GOVERNMENT or their employees in any advertising,
               promotional, or sales literature without the prior written
               consent of PHS.


        14.12  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 modifications or termination
               decisions provided for in Article 13. LICENSEE agrees first to
               appeal any such unsettled claims or controversies to the
               designated PHS official, or designee, whose decision shall be
               considered the final agency decision. Thereafter, LICENSEE may
               exercise any administrative or judicial remedies that may be
               available.

        14.13  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 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.

        14.14  Paragraphs 4.03, 8.01, 9.06-9.08, 12.01-12.05, 13.08, 13.09, and
               14.12 of this AGREEMENT shall survive termination of this
               AGREEMENT.

                        SIGNATURES BEGIN ON NEXT PAGE


<PAGE>   14


                  PHS PATENT LICENSE AGREEMENT -- EXCLUSIVE


                                SIGNATURE PAGE


For PHS:


/s/                                                     9/23/97
------------------------------------------------      ----------------
Signature of Authorized PHS Official                   Date


------------------------------------------------
Printed Name


------------------------------------------------
Title


Mailing Address for Notices:

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

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

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


For LICENSEE (Upon, information and belief, the undersigned expressly certifies
or affirms that the contents of any statements of LICENSEE made or referred to
in this document are truthful and accurate.):


by:


/s/
------------------------------------------------      ----------------
Signature of Authorized Official                      Date


  John N. Kapoor, Ph.D.
------------------------------------------------
Printed Name

  Chairman
------------------------------------------------
Title


Mailing Address for Notices:

  225 East Deerpath Rd.
------------------------------------------------
  Suite 250
------------------------------------------------
  Lake Forest, IL 60045
------------------------------------------------



<PAGE>   15

               APPENDIX A -- PATENT(s) OR PATENT APPLICATION(s)




PATENT(s) OR PATENT APPLICATION(s) THAT ARE LICENSED PATENT RIGHTS:
U.S. Patent 5,614,191 issued March 25, 1997
USSN 08/821,840 (div of 08/404,685) filed March 21, 1997


PATENT(s) OR PATENT APPLICATION(s) THAT ARE BACKGROUND PATENT RIGHTS:
U.S. Patent 4,892,827 issued January 9, 1990







<PAGE>   16


              APPENDIX B -- LICENSED FIELDS OF USE AND TERRITORY




LICENSED FIELDS OF USE:  Use of the chimeric molecule hIL-13-PE38QQR or
cphIL-13-PE38QQR to treat cancer.






LICENSED TERRITORY: World-wide













<PAGE>   17


                           APPENDIX C -- ROYALTIES



ROYALTIES:

1. LICENSEE agrees to pay to PHS a noncreditable, nonrefundable license issue
royalty in the amount of seventy-five thousand dollars ($75,000).

2. LICENSEE agrees to pay to PHS a nonrefundable minimum annual royalty in the
amount of ten thousand dollars ($10,000) prior to the FIRST COMMERCIAL SALE or
twenty-five thousand dollars ($25,000.00) after the FIRST COMMERCIAL SALE.

3. LICENSEE agrees to pay PHS an earned royalty of four percent (4%) on NET
SALES; provided however that LICENSEE shall be entitled to a credit of one-half
percent (0.5%) against the earned royalty rate for each percent point in excess
of two percent (2.0%) that LICENSEE must pay to an unaffiliated licensor for
the manufacture and sale of LICENSED PRODUCTS. Said credit, however, shall not
reduce the earned royalty due to PHS for LICENSED PRODUCTS below two percent
(2.0%).

4. LICENSEE agrees to pay PHS benchmark royalties as follows:

<TABLE>
        <S>                                                           <C>
        1. Submission of first IND                                      $25,000
        2. Completion of first Phase I Clinical Trial                   $50,000
        3. Completion of first Phase II Clinical Trial                  $75,000
        4. Completion of each additional Phase II Clinical Trial        $35,000
        5. Completion of first Phase III Clinical Trial                $100,000
        6. Completion of each additional Phase III Clinical Trial       $50,000
        7. Approval of first BLA/ELA/PLA/NDA                           $300,000
        8. Approval of each additional BLA/PLA/ELA/NDA                 $150,000
</TABLE>

5. LICENSEE agrees to pay PHS sublicensing royalties as follows:

    (a) Twenty-five percent (25%) of earned royalties paid by a sublicensee on
        NET SALES or two percent of the NET SALES of a sublicensee, whichever is
        greater; and

    (b) Twenty percent (20%) of all non-creditable and non-refundable
        consideration received for granting a sublicense, if the technology is
        sublicensed on or before the one year anniversary of this AGREEMENT; or
        ten percent (10%) of all non-creditable and non-refundable
        consideration received in granting a sublicense, if the technology is
        sublicensed after the one year anniversary of this AGREEMENT. Fees paid
        expressly for research and development of LICENSED PRODUCT and LICENSED
        PROCESSES, such as clinical trial support, shall be excluded.

6. In the event that Licensee shall transfer, in a separate and distinct
transaction, that aspect of its business involving this AGREEMENT, Licensee
agres to pay PHS an assignment royalty of fifteen-percent (15%) of any cash
consideration received as part of such sale or transfer, provided, however,
that no such royalty shall be owned to PHS in the event that the foregoing
transfer is part of or results from a merger, consolidation or other
reorganization of the LICENSEE or from a sale, exchange or other transfer of
all or substantially all of its assets.



<PAGE>   18
                  APPENDIX D -- Benchmarks and Performance

LICENSEE agrees to the following BENCHMARKS, for its performance under this
AGREEMENT and, within ten (10) days of achieving a BENCHMARK, shall notify
PHTS that the BENCHMARK has been achieved.


<TABLE>
<CAPTION>
                    BENCHMARK                                                           DEADLINE
                   ----------                                                           --------
<S>                                                           <C>
1.   Pilot Scale Up Production                                 1.      within one year of executing this Agreement but
                                                                       no later than August 1, 1998
2.   Initiation of In Vivo Efficacy Studies                    2.      December 1, 1998
3    Completion of In Vivo Efficacy Studies                    3.      October 1, 1999
4    Initiation of Toxicological end Pharmacological           4.      April 1, 2000
     Studies
5.   Completion of Toxicological and                           5.      April 1, 2001
     Pharmacological Studies
6.   IND Submission                                            6.      November 1, 2001
7    Initiation of Phase I Clinical Trial                      7.      March 1, 2002
8    Completion of Phase I Clinical Trial                      8.      March 1, 2003
9.   Initiation of Small Phase II Clinical Trials for          9.      September 1, 2003
     Renal Cell Carcinoma (use 20 patients)
10.  Completion of Small Phase II Clinical Trial in            10.     March 1, 2004
     patients with Renal Cell Carcinoma
11.  Initiation of Large Phase II Clinical Trials in Renal     11.     September, 2004
     Cell Carcinoma (use at least 150 patients)
12.  Election of 2nd cancer type* for development              12.     March, 2005
13.  Initiation of Small Phase II Clinical Trial on 2nd        13.     September, 2005
     Cancer type to be developed
14.  Completion of Large Phase II in patients with             14.     March, 2006
     Renal Cell Carcinoma
15.  Completion of Small Phase II Clinical Trial on 2nd        15.     June, 2006
     Cancer to be developed
16.  Initiation of Phase III Clinical Trial for Renal Cell     16.     September, 2006
     Cancer
17.  Initiation of Large Phase II Clinical Trial for 2nd       17.     January, 2007
     Cancer type to be developed
18.  Submission of a Revised Development Plan which            18.     June, 2007
     includes election of 3rd indication to be developed
     and benchmarks for development
19.  Completion of Large Phase II Clinical Trial for 2nd       19.     June, 2008
     Cancer type to be developed
20.  Completion of Phase III Clinical Trial Renal Cell         20.     September, 2008
     Cancer
21.  Initiation of Phase III Clinical Trial for 2nd Cancer     21.     January, 2009
     type to be developed
22   BLA Submission for Renal Cell Cancer                      22.     March, 2009
23   Product Launch for Renal Cell Cancer                      23.     March, 2010
24.  Completion of Phase III Clinical Trial for 2nd            24.     January, 2011
     Cancer type in development
25   BLA Submission for 2nd Cancer Type Developed              25.     June, 2011
26   Product Launch for 2nd Cancer Type Developed              26.     June, 2012
</TABLE>

---------------------------
* The next therapy to be developed will treat
either brain, pancreatic, ovarian, prostate, breast
or colon cancer or Karposi's sarcoma.




<PAGE>   19


                  APPENDIX E -- COMMERCIAL DEVELOPMENT PLAN




SEE ATTACHED