Diamedica Inc.: Exhibit 4.6 - Filed by newsfilecorp.com






Exhibit 4.6

LICENSE AGREEMENT 

BETWEEN: 

THE UNIVERSITY OF MANITOBA 

AND 

SANOMUNE INC. 

This Agreement is between the University of Manitoba ("UM"), a
non-profit institution whose address is 202 Administration Building, Winnipeg,
Manitoba, R3T 2N2, Canada and Sanomune Inc. having a principal place of business
located at 7-1250 Waverley Street, Winnipeg, Manitoba, R3T 6C6, Canada
(hereinafter referred to as "LICENSEE").

RECITALS: 

Whereas: 

A. UM owns certain Patent Rights and Technology Rights. 

B. UM desires to have the Licensed Subject Matter developed and
used for the benefit of LICENSEE, Inventor, the UM and the public. 

C. LICENSEE wishes to obtain a license from UM to practice
Licensed Subject Matter. 

NOW, THEREFORE, in consideration of the mutual covenants and
premises herein contained, the parties agree as follows: 

ARTICLE 1 - EFFECTIVE DATE 

This Agreement is effective October 1, 2005 (the "Effective
Date"). 

ARTICLE 2 - DEFINITIONS 

As used in this Agreement, the following terms have the
meanings indicated: 

	2.1 	
      "Affiliate" means any business entity more than
      fifty (50%) percent owned by LICENSEE, any business entity which owns more
      than fifty (50%) percent of LICENSEE, or any business entity that is more
      than fifty (50%) percent owned by a business entity that owns more than
      fifty (50%) percent of LICENSEE.

	 	 
	2.2 	
      "FDA" means United States Food and Drug
      Administration.

	 	 
	2.3 	
      "Inventors" means Edris Sabbadini, Eva Nagy and
      Istvan Berczi.




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	2.4 	
      "License" means the license granted by UM to the
      LICENSEE pursuant to Article 3 herein.

	 	 
	2.5 	
      "Licensed Field" means the practice of the
      Licensed Subject Matter as it relates to human health.

	 	 
	2.6 	
      "Licensed Product" means any product or service
      which is covered by or is produced using Licensed Subject Matter pursuant
      to this Agreement.

	 	 
	2.7 	
      "Licensed Subject Matter" means inventions,
      discoveries and processes covered by Patent Rights and/or Technology
      Rights within the Licensed Field.

	 	 
	2.8 	
      "Net Sales" means the gross revenues received by
      LICENSEE, Affiliate, and/or any sublicensee from the Sale of Licensed
      Product less sales and/or use taxes actually paid, import and/or export
      duties actually paid, outbound transportation prepaid or allowed, and
      amounts allowed or credited due to returns (not to exceed the original
      billing or invoice amount).

	 	 
	2.9 	
      "Patent Rights" means UM'S rights in information
      or discoveries covered in patents and/or patent applications listed in the
      attached Exhibit 1, and all divisionals, continuations, and letters patent
      that issue thereon and reissues, reexaminations or extensions thereof, and
      any correspondi ng foreign patents and patent applications.

	 	 
	2.10 	
      "Sale, Sell, or Sold'' mean the transfer or
      disposition of a Licensed Product for value to a party other than
      LICENSEE.

	 	 
	2.11 	
      "Technology" means the Patent Rights in exhibit
      1.

	 	 
	2.12 	
      "Technology Rights" means UM'S rights in technical
      information, know- how, processes, procedures, compositions, devices,
      methods, formulas, protocols, techniques, software, designs, drawings or
      data created by the Inventors at UM before the Effective Date of this
      Agreement and relating to therapeutic uses of glandular kallikrein in
      humans which are not covered by Patent Rights but which are necessary for
      practicing the PatentRights.

	 	 
	2.13 	
      "Territory" means the
world.




	Sanornune Inc. 	Page 2 	12/2/2005 






ARTICLE3-LICENSE 

	3.1 	
      UM hereby grants to LICENSEE a royalty-bearing, exclusive
      license to Licensed Subject Matter to manufacture, have manufactured, use
      and/or Sell Licensed Product within the Territory for use within Licensed
      Field. This grant is subject to the payment by LICENSEE to UM of all
      consideration as provided herein, and is further subject to rights
      retained by UM to:




	 	a. 	
      publish the general scientific findings from research
      related to Licensed Subject Matter subject to the terms of Article 12, and
      to publish or disclose the results arising from any research in relation
      to the Technology. UM will provide a copy of any such proposed publication
      or disclosure to LICENSEE for review at least thirty (30) days before
      submission or disclosure. Upon receipt of such notification from UM,
      LICENSEE will have twenty (20) days to request the UM to delay publication
      up to sixty (60) days to enable LICENSEE to secure intellectual property
      protection of any possible inventions that would be disclosed or
      published.

	 	 	 
	 	b. 	
      use Licensed Subject Matter for research, teaching and
      other educational-relatedpurposes; and

	 	 	 
	 	c. 	
      transfer Licensed Subject Matter to academic or research
      institutions for non-commercial research use subject to prior notification
      and approval of LICENSEE, not to be unreasonably
  withheld.




	3.2 	
      LICENSEE may extend the License granted herein to any
      Affiliate if the Affiliate consents in writing to be bound by this
      Agreement to the same extent as LICENSEE. LICENSEE must deliver to UM a
      true and accurate copy of such written agreement, and any modification or
      termination thereof, within thirty (30) days after execution, modification
      or termination.

	 	 
	3.3 	
      LICENSEE may grant sublicenses consistent with this
      Agreement if LICENSEE is responsible for the operations of its
      sublicensees relevant to this Agreement as if the operations were carried
      out by LICENSEE, including the payment of royalties whether or not paid to
      LICENSEE by a sublicensee. LICENSEE must deliver to UM a true and correct
      copy of each sublicense granted by LICENSEE, and any modification or
      termination thereof, within thirty (30) days after execution,
      modification, or termination. If this Agreement is earlier terminated, UM
      agrees to accept as successors to LICENSEE existing sublicensees in good
      standing at the date of termination, provided that the sublicensees
      consent in writing to be bound by all the terms and conditions of this
      Agreement.




	Sanomune Inc. 	Page 3 	12/2/2005 






ARTICLE 4 - PAYMENTS AND REPORTS 

	4.1 	
      In consideration of rights granted by UM to LICENSEE
      under this Agreement, LICENSEE will pay UM the
following:




	 	a. 	
      a non-refundable license documentation fee in the amount
      of twenty thousand ($20,000) dollars, due and payable within ninety (90)
      days of LICENSEE'S receipt of a fully executed Agreement from
UM;

	 	 	 
	 	b. 	
      an annual license reissue fee in the amount of twenty
      five ($25) dollars, due and payable on each anniversary of the EFFECTIVE
      DATE beginning on the first anniversary;

	 	 	 
	 	c. 	
      a minimum yearly royalty of twenty thousand ($20,000)
      dollars due and payable on each anniversary of the Effective Date of this
      Agreement, commencing on the fourth anniversary and creditable against
      royalties due under 4.1 (d) and 4.1(f) for that year;

	 	 	 
	 	d. 	
      a running royalty equal to three (3%) percent of Net
      Sales of Licensed Product made, made for, used or Sold by LICENSEE and/or
      Affiliates;

	 	 	 
	 	e. 	
      a milestone fee of one hundred thousand ($100,000)
      dollars upon filing of a new drug application to the FDA, due and payable
      within thirty (30) days of this milestone event for a Licensed
    Product;

	 	 	 
	 	f. 	
      a sublicense fee of a percentage of all consideration,
      other than royalties on Net Sales and research and development money,
      received by LICENSEE from either (i) any sublicensee pursuant to Paragraph
      3.3 above, or (ii) any assignee pursuant to Article 8 below, including but
      not limited to, up-front payments, marketing, distribution, franchise,
      option, license, or documentation fees, bonus and milestone payments equal
      to:



(i) Thirty (30%) percent of such
consideration if the sub- license occurs on or before the thirtieth month (30th)
after the Effective Date; or 

(ii) Fifteen (15%) of such
consideration if the sub-license occurs after the thirtieth month (30th) after
the Effective Date 

within thirty (30) days of LICENSEE'S
receipt of any such consideration; and 

	Sanomune Inc. 	Page 4 	121212005 







	 	g. 	
      a sublicense royalty on Net Sales by either (i) any
      sublicensee pursuant to paragraph 3.3 above, or (ii) any assignee pursuant
      to Article 8 below in the amount of:



(i). Three (3%) percent of Net Sales
if such sublicensee or assignee is required to pay LICENSEE a royalty payment of
ten (10%) percent or greater of Net Sales; or 

(ii). Two (2%) percent of Net Sales if
such sublicensee or assignee is required to pay LICENSEE a royalty payment of
less than ten (10%) percent of Net Sales. 

	 	h. 	
      Notwithstanding Article 4.1(g) of this Agreement, in the
      event that LICENSEE or sub-licensee licenses-in another royalty bearing
      technology for any disease condition other than Rheumatoid Arthritis,
      which is included in the Licensed Product and the aggregate royalty
      payable on the Licensed Product by the LICENSEE to all parties is greater
      than three and a half percent (3.5%) of Net Sales, then LICENSEE may
      reduce the royalty payable to UM pursuant to Article 4.1(g) herein
    to:



(i) Two (2%) percent of Net Sales if
such sublicensee or assignee is required to pay LICENSEE a royalty payment of
ten (10%) percent or greater of Net Sales; or 

(ii) One (1%) percent of Net Sales if
such sublicensee or assignee is required to pay LICENSEE a royalty payment of
ten (10%) percent or less of Net Sales 

	4.2 	
      In the event of late payments to UM due under Article 4,
      a penalty of ten (10%) percent of the amount due will be assessed and due
      additionally from LICENSEE for each such late payment.

	 	 
	4.3 	
      During the term of this Agreement and for one (1) year
      thereafter, LICENSEE agrees to keep complete and accurate records of its
      and its sublicensees' Sales and Net Sales under the License granted in
      this Agreement in sufficient detail to enable the royalties payable
      hereunder to be determined. LICENSEE agrees to permit UM or its
      representative Ernst and Young chartered accountants. , at UM'S expense
      and with fourteen (14) days written notice, to periodically examine its
      books, ledgers, and records during regular business hours for the purpose
      of and to the extent necessary to verify any report required under this
      Agreement. If the amounts due to UM are determined to have been underpaid
      by ten (10%) percent or greater, LICENSEE will pay the cost of the
      examination and all overdue amounts with accrued interest as per Article
      4.2.




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	4.4 	
      Within thirty (30) days after March 31, June 30,
      September 30, and December 31 of each year of the valid term of this
      AGREEMENT, beginning immediately after the first Sale or offer for Sale,
      LICENSEE must deliver to UM a true and accurate written report, even if no
      payments are due, to UM giving the particulars of the business conducted
      by LICENSEE and its sublicensee(s), if any exist, during the preceding
      three (3) calendar months under this Agreement as are pertinent to
      calculating payments hereunder, including the quantities of Licensed
      Product that it has produced, total Sales, and the calculation of
      royalties thereon. Such reports will be on a per-country and per-product
      basis and presented substantially in the form as shown in Exhibit 2.
      Simultaneously with the delivery of each report, LICENSEE must pay to UM
      the amount due, if any, for the period of each report.

	 	 
	4.5 	
      On or before each anniversary of the Effective Date,
      irrespective of having a first Sale or offer for Sale, LICENSEE must
      deliver to UM a written progress report as to LICENSEE'S (and any
      sublicensee's) efforts and accomplishments during the preceding year in
      diligently commercializing Licensed Subject Matter and LICENSEE'S (and
      sublicensee's) commercialization plans for the upcoming year.

	 	 
	4.6 	
      All amounts payable here by LICENSEE must be paid in
      Canadian dollars without deductions for taxes, assessments, fees, or
      charges of any kind. Royalties accruing on SALES in countries other than
      Canada must be paid in Canadian dollars in amounts based on the rate of
      exchange as quoted by the Canadian Imperial Bank of Commerce as of the
      last business day of the reporting period or upon which the payment is
      due.

	 	 
	4.7 	
      All payments must be payable to the University of
      Manitoba and sent to the address listed in Paragraph
  15.2.



ARTICLE 5 - COMMON STOCK: EQUITY OWNERSHIP 

	5.1 	
      In consideration of the License granted to the LICENSEE
      by the UM in this Agreement, LICENSEE will, upon execution of this
      Agreement, issue a number of fully-paid, non-assessable shares of its
      common stock equaling five (5%) percent of all shares of its common
      stock.

	 	 
	5.2 	
      The UM equity position is not to be diluted until after
      the LICENSEE has raised at least an accumulated total of seven hundred and
      fifty thousand ($750,000) dollars in equity.



ARTICLE 6 - TERM AND TERMINATION 

	6.1 	
      The term of this Agreement is from the Effective Date to
      the full end of the term or terms of the Patent Rights or, if only
      Technology Rights are licensed and no Patent Rights are applicable, then for a period
of twenty (20) years. 




	Sanomune Inc. 	Page 6 	121212005 






	 	
       
	6.2 	
      Any time after ten (10) years from the Effective Date, UM
      has the right to terminate this License in any national political
      jurisdiction within the Territory if LICENSEE, within ninety (90) days
      after receiving written notice from UM of the intended termination, fails
      to provide written evidence satisfactory to UM that LICENSEE or its
      sublicensee(s) has:




	 	a. 	
      Sales in such jurisdiction; or

	 	 	 
	 	b. 	
      an effective, ongoing and active research, development,
      manufacturing, marketing or sales program as appropriate, directed toward
      obtaining regulatory approval, and/or production and/or Sales in any
      jurisdiction in accordance with LICENSEE'S business, legal, medical and
      scientific judgment and LICENSEE'S normal practices and procedures for
      products having similar technical and commercial
  potential.




	6.3 	
      This Agreement will earlier
terminate:




	 	a. 	
      automatically if LICENSEE becomes bankrupt, insolvent
      and/or if the business of LICENSEE is placed in the hands of a receiver,
      assignee, or trustee, whether by voluntary act of LICENSEE or otherwise;
      or

	 	 	 
	 	b. 	
      upon thirty (30) days written notice from UM to LICENSEE
      if LICENSEE breaches or defaults on its obligation to make payments (if
      any are due) or reports, in accordance with the terms of Article 4
      hereunder, unless, before the end of the thirty (30) day period, LICENSEE
      has cured the breach or default and so notifies UM, stating the manner of
      the cure; or

	 	 	 
	 	c. 	
      upon ninety (90) days written notice from UM to LICENSEE
      for any breaches or defaults on any other obligation under this AGREEMENT,
      unless, before the end of the ninety (90) day period, LICENSEE has cured
      the breach or default and so notifies UM, stating the manner of the cure;
      or

	 	 	 
	 	d. 	
      upon ninety (90) days written notice from LICENSEE to UM
      subject to Article 6.4.

	 	 	 
	 	e. 	
      at any time by mutual written agreement between LICENSEE,
      and UM, subject to any terms herein which survive termination;
or

	 	 	 
	 	f. 	
      under the provisions of Paragraph 6.2 if
  invoked.




	Sanomune Inc. 	Page 7 	12/2/2005 







	6.4 	
      If this Agreement is terminated for any
  cause:




	 	a. 	
      nothing herein will be construed to release either party
      of any obligation matured prior to the effective date of the
      termination;

	 	 	 
	 	b. 	
      after the effective date of the termination, LICENSEE
      will provide UM with a written inventory of all Licensed Product in
      process of manufacture, in use or in stock. LICENSEE may Sell any such
      Licensed Product within the ninety (90) day period following such
      termination if it pays earned royalties thereon, and any other amount due
      pursuant to the terms of Article 4; and

	 	 	 
	 	c. 	
      LICENSEE will be bound by the provisions of Articles 10
      (Indemnification and Insurance), 11 (Use of Name), and 12 (Confidential
      Information) of this Agreement.



ARTICLE 7 - INFRINGEMENT BY THIRD PARTIES 

	7.1 	
      LICENSEE, at its expense, must enforce Patent Rights
      against infringement in the Licensed Field by third parties and is
      entitled to retain recovery from such enforcement. Any recovery for
      damages and/or a reasonable royalty in lieu thereof will be considered Net
      Sales and subject to royalty payments pursuant to Paragraphs 4.1(d) and
      4.1(f). If LICENSEE does not file suit against a substantial infringer of
      Patent Rights within six (6) months of knowledge thereof, then UM may
      enforce Patent Rights on behalf of itself and LICENSEE, UM retaining all
      recoveries from such enforcement and/or reducing the License granted
      hereunder to non-exclusive.

	 	 
	7.2 	
      In any infringement suit or dispute, the parties agree to
      cooperate fully with each other. At the request and expense of the party
      bringing suit, the other party will permit access to all relevant
      personnel, records, papers, information, samples, specimens, etc., during
      regular business hours.



ARTICLE 8 - ASSIGNMENT 

	8.1 	
      LICENSEE may not assign this Agreement without the prior
      written consent of UM, which will not be unreasonably withheld, delayed or
      conditioned.



ARTICLE 9 - PATENT MARKING 

	9.1 	
      LICENSEE must permanently and legibly mark all products,
      packaging and documentation manufactured or Sold by it under this
      Agreement with a patent notice as may be permitted or required under Title
      35, United States Code.




	Sanomune Inc. 	Page 8 	12/2/2005 






ARTICLE 10 - INDEMNIFICATION AND INSUR ANCE 

	10.1 	
      LICENSEE agrees to hold harmless and indemnify UM, its
      employees, representatives or agents, and the Inventors from and against
      any claims, demands, or causes of action whatsoever, including without
      limitation those arising on account of any injury or death of persons or
      damage to property caused by, or arising out of, or resulting from, the
      exercise or practice of the License granted hereunder by LICENSEE,
      sublicensees, its Affiliates or their officers, employees, agents or
      representatives.

	 	 
	10.2 	
      In no event will UM be liable for any indirect, special,
      consequential or punitive damages (including, without limitation, damages
      for loss of profits or expected savings or other economic losses, or for
      injury to persons or property) arising out of or in connection with this
      Agreement or its subject matter, regardless of whether UM knows or should
      know of the possibility of such damages. UM'S aggregate liability for all
      damages of any kind relating to this Agreement or its subject matter will
      not exceed the amounts paid by LICENSEE to UM under this Agreement during
      the one (1) year period preceding the date of the event which gave rise to
      the liability. The foregoing exclusions and limitations will apply to all
      claims and actions of any kind, whether based on contract, tort
      (including, but not limited to, negligence), or any other
  grounds.

	 	 
	10.3 	
      Beginning at the time when any Licensed Product is being
      distributed or Sold (including for the purpose of obtaining regulatory
      approvals) by LICENSEE or by a sublicensee, LICENSEE will, at its sole
      cost and expense, procure and maintain commercial general liability
      insurance in amounts not less than $2,000,000 per incident and $2,000,000
      annual aggregate, and have the UM, its officers, employees and agents
      named as additional insureds. Such commercial general liability insurance
      will provide (a) product liability coverage; (b) broad form contractual
      liability coverage for LICENSEE'S indemnification under this Agreement;
      and (c) coverage for litigation costs. The minimum amounts of insurance
      coverage required will not be construed to create a limit of LICENSEE'S
      liability with respect to its indemnification under this
  Agreement.

	 	 
	10.4 	
      LICENSEE will provide UM with written evidence of such
      insurance upon UM'S request. LICENSEE will provide UM with written notice
      of at least fifteen (15) days prior to the cancellation, non-renewal or
      material change in such insurance.

	 	 
	10.5 	
      LICENSEE will maintain such commercial general liability
      insurance beyond the expiration or termination of this AGREEMENT during
      (a) the period that any Licensed Product developed pursuant to this
      Agreement is being commercially distributed or Sold by LICENSEE or by a
      sublicensee or agent of LICENSEE; and (b) the five (5) year period
immediately after such period. 




	Sanomune Inc. 	Page 9 	12/2/2005 






ARTICLE 11 - USE OF NAME 

	11.1 	
      LICENSEE may not use the name of UM, or Inventors without
      express written consent from UM except as required by governmental law,
      rule or regulation. Consent should be requested in writing at least five
      (5) business days in advance and sent to:



The University of Manitoba 
Room202
Administration Building 
Winnipeg, Manitoba, R3T 2N2 
Fax number (204)
261-1318 
Attention: Vice President Administration 

ARTICLE 12 - CONFIDENTIAL INFORMATION 

	12.1 	
      The parties agree that all information forwarded to one
      by the other for the purposes of this Agreement and marked "confidential"
      ("Confidential Information"): (a) is to be received in strict confidence,
      (b) is to be used only for the purposes of this Agreement, and (c) is not
      to be disclosed by the recipient party, its agents or employees without
      the prior written consent of the other party, except to the extent that
      the recipient party can establish competent written proof that such
      information:




	 	a. 	
      was in the public domain at the time of
  disclosure;

	 	 	 
	 	b. 	
      later became part of the public domain through no act or
      omission of the recipient party, its employees, agents, successors or
      assigns;

	 	 	 
	 	c. 	
      was lawfully disclosed to the recipient party by a third
      party having the right to disclose it;

	 	 	 
	 	d. 	
      was already known by the recipient party at the time of
      disclosure; or

	 	 	 
	 	e. 	
      was independently developed by the recipient and without
      reference to information forwarded by the disclosing
  party.




	12.2 	
      Notwithstanding any other provision of this Agreement,
      disclosure of Confidential Information shall not be precluded if such
      disclosure is in response to a valid order of any governmental agency,
      court or other quasi-judicial or regulatory body of competent
      jurisdiction, provided however, that the responding party shall, as
      promptly and as reasonably possible, give notice to the other party of the
      requirement so that the other party may contest the requirement to provide such Confidential
Information. 




	Sanomune Inc. 	Page 10 	12/2/2005 






	 	
       
	12.3 	
      Information shall not be deemed to be available to the
      public or to be in the recipient's possession merely because
  it:




	 	a. 	
      includes information that falls within an area of general
      knowledge available to the public or to the recipient (i.e., it does not
      include the specific information provided by the other party);
or

	 	 	 
	 	b. 	
      can be reconstructed in hindsight from a combination of
      information from multiple sources that are available to the public or to
      the recipient, if not one of those sources actually taught or suggested
      the entire combination, together with its meaning and
  importance.




	12.4 	
      Each party's obligation of confidence hereunder shall be
      fulfilled by using the same degree of care with the other party's
      Confidential Information as it uses to protect its own Confidential
      Information and at least a reasonable degree of care. This obligation
      shall exist while this Agreement is in force and for a period of three (3)
      years thereafter.



ARTICLE 13 - PATENTS AND INVENTIONS 

	13.1 	
      The LICENSEE shall file, prosecute and maintain the
      Patent Rights for the Licensed Subject Matter and file, with approval of
      the UM, any new patent applications related to the Licensed Subject
      Matter, such approval not to be unreasonably withheld. LICENSEE, in
      consultation with UM, shall determine in which jurisdictions to pursue
      patent applications. In the event that LICENSEE elects not to support a
      patent application or to continue prosecution in any jurisdiction, UM may,
      at its sole discretion, " file such patent or continue such prosecution in
      that country at its own expense. In such a case, LICENSEE shall not have
      any rights to, or in, any patents arising from such applications in that
      jurisdiction.

	 	 
	13.2 	
      LICENSEE shall undertake to keep UM reasonably advised of
      the progress of prosecution and actions LICENSEE proposes to take or has
      taken in connection with the prosecution or maintenance of Patent
      Rights.

	 	 
	13.3 	
      LICENSEE will pay all costs (patent preparation, filing,
      prosecution and maintenance costs) pertaining to Patent Rights (with
      reference to Exhibit 1) during the term of this Agreement. LICENSEE shall
      select the patent lawyer.




	Sanomune Inc. 	Page I I 	121212005 






ARTICLE 14 - REPRESENTATION AND WARRANTIES 

	14.1 	
      The UM represents and warrants it has not knowingly
      granted licenses to the Licensed Subject Matter to any other entity that
      would restrict rights granted to LICENSEE except as stated
  herein.

	 	 
	14.2 	
      LICENSEE understands and acknowledges that UM, by this
      Agreement, makes no representation as to the operability or fitness or any
      use, safety, efficacy, ability to obtain regulatory approval,
      patentability, and/or breadth of the Licensed Subject Matter. UM by this
      Agreement, also makes no representation as to whether there are any
      patents now held, or which will be held, by others or by UM in the
      Licensed Field, nor does UM make any representation that the inventions
      contained in Patent Rights do not infringe any other patents now held or
      that will be held by others or by UM.

	 	 
	14.3 	
      LICENSEE, by execution hereof, acknowledges, covenants
      and agrees that it has not been induced in any way by UM, or its employees
      to enter into this Agreement, and further warrants and represents that (a)
      it has conducted sufficient due diligence with respect to all items and
      issues pertaining to this Article 14 and all other matters pertaining to
      this Agreement; and (b) LICENSEE has adequate knowledge and expertise, or
      has utilized knowledgeable and expert consultants, to adequately conduct
      the due diligence, and agrees to accept all risks inherent
  herein.



ARTICLE 15 - GENERAL 

	15.1 	
      This Agreement constitutes the entire and only agreement
      between the parties for Licensed Subject Matter and all other prior
      negotiations, representations, agreements, and understandings are hereby
      superseded. No agreements altering or supplementing these terms may be
      made except by a written document signed by both parties.

	 	 
	15.2 	
      Any payments required by this Agreement must be payable
      to The University of Manitoba and sent to:



The University of Manitoba 
Room
202 Administration Building 
Winnipeg, Manitoba, R3T 2N2 
Fax number (204)
261-1318 
Attention: Vice President Administration 

	Sanomune Inc. 	Page 12 	l '2/2/2005 







	15.3 	
      Any notice required by this Agreement must be given by
      email or facsimile transmission confirmed by personal delivery (including
      delivery by reputable messenger services such as Federal Express) or by
      prepaid, first class, certified mail, return receipt requested, addressed
      in the case of UM to:



The University of Manitoba 
Room
202 Administration Building 
Winnipeg, Manitoba, R3T 2N2 
Fax number (204)
261-1318 
Attention: Vice President Administration With 

a copy to: 

The University of Manitoba Technology
Transfer Office Room 
631 Drake Centre 
181 Freedman Crescent

Winnipeg, Manitoba, R3T 5N4 
Fax number (204) 261-3475 

or in the case of LICENSEE to: 

Sanomune Inc. 
7-1250 Waverley
Street 
Winnipeg, Manitoba R3T 6C6 
Attention Rick Pauls, Managing
Director 
Email: rpauls@centrestoneventures.com 
Telephone (204) 477 7590

Fax: (204) 453 1293 

or other addresses as may be given from time to time under the
terms of this notice provision. 

	15.4 	
      LICENSEE must comply with all applicable international,·
      national, state and local laws and regulations in connection with its
      activities pursuant to this Agreement.

	 	 
	15.5 	
      This Agreement will be construed and enforced in
      accordance with the laws of Canada and the laws of the Province of
      Manitoba applicable therein, without regard to any choice or conflict of
      laws, rule or principle that would result in the application of the laws
      of any other jurisdiction and the parties hereto irrevocably attorn to the
      jurisdiction of the courts thereof.

	 	 
	15.6 	
      Failure of UM to enforce a right under this Agreement
      will not act as a waiver of that right or the ability to later assert that
      right relative to the particular situation
involved.




	Sanomune Inc. 	Page 13 	1212/2005 







	15.7 	
      Headings are included herein for convenience only and
      shall not be used to construe this Agreement.

	 	 
	15.8 	
      If any part of this Agreement is for any reason found to
      be unenforceable, all other parts nevertheless remain
  enforceable.

	 	 
	15.9 	
      Neither party shall be held liable or responsible to the
      other party nor be deemed to have defaulted under or breached this
      Agreement for failure or delay in fulfilling or performing any term of
      this Agreement when such failure or delay is caused by or results from
      causes beyond the reasonable control of the affected party, including,
      without limitation, fire, floods, earthquakes, natural disasters,
      embargoes, war, acts of war (whether war is declared or not),
      insurrections, riots, civil commotions, strikes, lockouts or other labor
      disturbances, acts of God or acts, omissions or delays in acting by any
      governmental authority.



IN WITNESS WHEREOF, the parties hereto have caused their duly
authorized representatives to execute this AGREEMENT. 

	University of Manitoba 	Sanomune Inc. 
	 	 
	Per: ______________________	Per ______________________
	 	Authorized Signatory 
	Name: Deborah McCallum 	Name Rick Pauls 
	Vice President (Administration) 	Managing Director 
	Date: December 14, 2005 	Date: December 9, 2005 


I have read and understood to the terms of this agreement: 


	______________________	______________________
	Dr. Istvan Berczi 	Dr. Eva Nagy 
	Date December 9, 2005 	Date December 9, 2005 
	______________________	
	Name: Dr. Edris Sabbadini 	 
	Date November 28, 2005 	 







EXHIBIT 1 

PATENT RIGHTS 

The invention "Therapeutic uses of glandular kallikrein"
(US2003/0216306 A1 (or USSN 10/163697); and CA2349748A1), invented by Edris
Sabbadini, Eva Nagy and Istvan Berczi. 

EXHIBIT 2 

ROYALTY REPORT 

Period: _/_/_ through _/_/_ 

LICENSEE: ________________________ Agreement #: UTSW

Patent(s) License. 

If license covers several product lines, please prepare a
separate report for each product line. Then combine all product lines into a
summary report. 

Report Type: 

_Single Product Line Report: 

_____________________
(Product Name) _

Multi-Product Summary Report (Page 1 of ___ pages) 


	
Country 

	
Quantity 
Produced 
	Gross 
Sales 
($)
      
	*Less 
Allowances 

	Net 
Sales 
($)
    
	Royalty 
Rate 

	Conversion 
Rate (if
      
applicable) 
	Royalties 
Due this
      
period 
(CDN$) 
	USA 	 
    	 
    	 
    	 
    	 
    	 
    	 
    
	Canada 	 
    	 
    	 
    	 
    	 
    	 
    	 
    
	Japan 	 
    	 
    	 
    	 
    	 
    	 
    	 
    
	Other: 	 
    	 
    	 
    	 
    	 
    	 
    	 
    




	Sanomune Inc. 	Page 15 	12/2/2005 








		 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	Sublicensees: 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 



Subtotal: _______ Less Advanced Royalty Balance (if any): TOTAL
ROYALTIES DUE THIS PERIOD: ______

* Please indicate in the following space the specific types of
deductions and the corresponding amounts used to calculate Allowances: 

	Prepared 	 
	by: Name: ______________________	Title: _________________________
	Date: ________________________	 


Mail completed report and royalty payment (make checks payable
to: University of Manitoba) to: 

The University of Manitoba, Technology Transfer Office, 631
Drake Centre, Winnipeg, Manitoba, R3T 5V4. ATTN: Executive Director 

	Sanomune Inc. 	Page 16 	12/2/2005