Exhibit
      10.8

    
       

      
        Portions
          herein identified by [***] have been omitted
          pursuant to a request for confidential treatment and have been filed separately
          with the 

        Commission
          pursuant to Rule 406 of the Securities Act
          of 1933, as amended.

         

      

      
        EXCLUSIVE
          LICENSE AGREEMENT

         

        between

         

        EMORY
          UNIVERSITY

         

        and

         

        COUGAR
          BIOTECHNOLOGY, INC.

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        TABLE
          OF
          CONTENTS

         

        
          	
                  ARTICLE
                    1.

                	
                  DEFINITIONS

                	
                  1

                
	
                  ARTICLE
                    2.

                	
                  GRANT
                    OF LICENSE

                	
                  5

                
	
                  ARTICLE
                    3.

                	
                  ROYALTIES
                    AND OTHER PAYMENTS

                	
                  6

                
	
                  ARTICLE
                    4.

                	
                  REPORTS
                    AND ACCOUNTING

                	
                  11

                
	
                  ARTICLE
                    5.

                	
                  PAYMENTS

                	
                  12

                
	
                  ARTICLE
                    6.

                	
                  DEVELOPMENT
                    AND MARKETING PROGRAM

                	
                  12

                
	
                  ARTICLE
                    7.

                	
                  PATENT
                    PROSECUTION

                	
                  14

                
	
                  ARTICLE
                    8.

                	
                  INFRINGEMENT

                	
                  15

                
	
                  ARTICLE
                    9.

                	
                  EXCLUSION
                    OF WARRANTIES 

                	
                  16

                
	
                  ARTICLE
                    10.

                	
                  INDEMNIFICATION
                    AND RELEASE FROM LIABILITY

                	
                  16

                
	
                  ARTICLE
                    11.

                	
                  CONFIDENTIALITY

                	
                  17

                
	
                  ARTICLE
                    12.

                	
                  TERM
                    AND TERMINATION

                	
                  19

                
	
                  ARTICLE
                    13.

                	
                  ASSIGNMENT

                	
                  21

                
	
                  ARTICLE
                    14.

                	
                  MISCELLANEOUS

                	
                  21

                
	
                  ARTICLE
                    15.

                	
                  NOTICES

                	
                  23

                


        

        


        APPENDIX
          A

        APPENDIX
          B

        APPENDIX
          C

         

        
          
            
            

          

          
          

          
            

          

        

        
          
          

        

         

      

    

    THIS
      LICENSE AGREEMENT
      is made
      and entered into as of this 23rd 
      day of
      February, 2004 (hereinafter referred to as “Effective Date”), by and between
      EMORY UNIVERSITY, a non-profit Georgia corporation with offices located at
      Office of Technology Transfer, North Decatur Bldg., Suite 130, 1784 N. Decatur
      Road, Atlanta, Georgia 30322 USA (hereinafter referred to as “EMORY”), and
COUGAR
      BIOTECHNOLOGY, INC.
      a
      for-profit California corporation with offices at 10940 Wilshire Blvd., Suite
      600, Los Angeles, California 90024 USA (hereinafter referred to as “CBT”).


     

    WITNESSETH

     

    WHEREAS,
      EMORY
      is the assignee of all right, title, and interest in inventions developed by
      employees of EMORY and is responsible for the protection and commercial
      development of such inventions; 

     

    WHEREAS,
      Drs.
      Harish Joshi, Judith Kapp, Yong Ke, Fuqiang Liu, David Archer, Cheryl Armstrong,
      Jaren Landen and Keqiang Ye are employees of EMORY and are named as inventors
      on
      Emory invention disclosures: (i) no. 97012, titled: “The Antitissue Drug
      Noscapine is a Tubulin Binding Anti-Tumor Drug”, (ii) no. 98056, titled: “Use of
      the Anti-Cancer Agent, Noscapine, as an Immunological Adjuvant for Tumor
      Therapy”, (iii) no. 01028, titled: “Noscapine and Noscapine Derivatives, Useful
      as Anticancer Agents”, and (iv) no. 02040, titled: “Delivery Systems and Methods
      for Nocapine and Noscapine Derivatives, Useful as Anticancer Agents”, which are
      the subject of those issued patents and pending patent applications listed
      in
      Appendix “A” herein (hereinafter “Inventions”; 

     

    WHEREAS,
      CBT
      represents that it has the necessary expertise and will, as appropriate, acquire
      the necessary resources to fully develop, seek approval for, and market
      therapeutic products based upon the Inventions claimed in the above referenced
      issued patents and pending patent applications; and 

     

    WHEREAS,
      EMORY
      desires to have such Inventions developed, commercialized, and made available
      for use by the public.

     

    NOW,
      THEREFORE,
      for and
      in consideration of the mutual covenants and the premises herein contained,
      the
      parties, intending to be legally bound, hereby agree as follows.

     

    ARTICLE
      1. DEFINITIONS

     

    The
      following terms as used herein shall have the following meanings:

     

    1.1 “Affiliate”
      shall mean any corporation or non-corporate business entity which controls,
      is
      controlled by, or is under common control with a Party to this Agreement. A
      corporation or non-corporate business entity shall be regarded as in control
      of
      another corporation if it owns, or directly or indirectly controls, at least
      fifty percent (50%) of the voting stock of the other corporation, or (i) in
      the
      absence of the ownership of at least fifty percent (50%) of the voting stock
      of
      a corporation or (ii) in the case of a non-corporate business entity, or
      non-profit corporation, if it possesses the power to direct or cause the
      direction of the management and policies of such corporation or non-corporate
      business entity, as applicable.

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    1.2 “Agreement”
      or "License Agreement" shall mean this Agreement, including all APPENDICES
      attached to this Agreement.

     

    1.3 “Authorization”
      shall mean all approvals, licenses, registrations or authorizations of any
      national, supra-national, regional, state or local regulatory agency,
      department, bureau, commission, council or other government entity, necessary
      for the manufacture, distribution, use or sale of a pharmaceutical or diagnostic
      product in a given regulatory jurisdiction outside of the United
      States.

     

    1.4 “Authorized
      Third Party” shall mean a Third Party to which CBT grants rights to make, have
      made, use, sell or offer for sale Licensed Products and/or a Third Party
      designated by CBT to market or co-market Licensed Products and shall not include
      distributors, wholesalers, pharmacies or pharmacy chains, managed care
      organizations, group purchasers or others to whom CBT or such marketer or
      co-marketer sell Licensed Products as a result of arms-length transactions.
      

     

    1.5 “Consecutive
      Licensed Product” shall mean a Licensed Product that has as its active
      pharmaceutical ingredient (“API”) a different API than the First Licensed
      Product or any other pre-existing Licensed Product. For avoidance of doubt,
      a
      derivative of noscapine shall be a different API than noscapine or other
      derivative of noscapine.

     

    1.6 “Dollars”
      shall mean United States dollars.

     

    1.7 “Earned
      Royalties” shall mean royalties payable to EMORY by CBT for the Sale of a
      Licensed Product.

     

    1.8 “EMORY”
      shall mean Emory University.

     

    1.9 “FDA”
      shall mean the United States Food and Drug Administration or successor
      entity.

     

    1.10 “Field
      of
      Use” shall mean any therapeutic use that is intended to prevent, treat,
      ameliorate or cure a human disease, pathology or condition.

     

    1.11 First
      Commercial Sale” shall mean the first Sale of a Licensed Product to a Third
      Party after Regulatory Approval or Authorization has been obtained for such
      Licensed Product.

     

    1.12 “First
      Licensed Product” shall mean the first Licensed Product for which an IND or its
      equivalent in a Major Market becomes effective, or any Licensed Product that
      replaces such product pursuant to Section 3.3.1.

     

    1.13 “IND”
      shall mean an Investigational New Drug application in the United
      States.

     

    1.14 “Indemnitees”
      shall mean the Inventors, EMORY, its directors, employees and students, and
      their heirs, executors, administrators, successors and legal
      representatives.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    1.15 “Inventors”
      shall mean Harish Joshi, Judith Kapp, Yong Ke, Fuqiang Liu, David Archer, Cheryl
      Armstrong , Jaren Landen and Keqiang Ye.

     

    1.16 “Licensed
      Patents” shall mean those issued patents and patent applications identified in
      Appendix “A”, together with any and all substitutions, extensions, divisionals,
      continuations, continuations-in-part (to the extent that the subject matter
      is
      disclosed and enabled in the parents), or foreign counterparts of such patent
      applications and patents which issue thereon any where in the world, including
      reexamined and reissued patents.

     

    1.17 “Licensed
      Product” shall mean any method, service or product within the Field of Use, the
      manufacture, use, offer for sale or sale of which is made or performed from
      or
      using Licensed Patents or Licensed Technology.

     

    1.18 “Licensed
      Technology” shall mean: (a) all technical information and data, whether or not
      patented, presently known or learned, invented, or developed by the Inventors
      or
      any employees of EMORY working under the Inventor’s direct supervision and while
      they are under a duty to assign intellectual property rights to Emory, to the
      extent that (i) such technical information and data are required for the use
      or
      practice of the Licensed Patents or Licensed Technology as permitted herein;
      and
      (ii) Emory possesses the right to license the use of such information to
      Licensee for commercial purposes without incurring financial or other
      non-contingent, material obligations to any Third Parties and without breaching
      any obligations of confidentiality with such Third Parties.

     

    1.19 “Licensed
      Territory” shall mean the world.

     

    1.20 “Major
      Market” shall mean the European Union, Canada, Japan.

     

    1.21 “Material
      Transfer Agreement” shall mean a legal agreement governing the transfer of
      material pertaining to the Licensed Technology to a non-profit Third Party
      (“Recipient”), the purpose of which is to govern such issues as: (i) ownership
      of the transferred material and any of the modifications and derivatives made
      by
      the Recipient; (ii) limits on the use of the material by the Recipient, and
      to
      recover, where necessary, any costs in providing the material; (iii)
      confidentiality of information relating to the material, and publication
      restrictions; (iv) rights to inventions and use of research results; (v) protect
      intellectual property or valuable know-how; and (vi) protect EMORY from legal
      liability as a result of the use of the material or any results
      obtained.

     

    1.22 “NDA”
      shall mean a New Drug Application.

     

    1.23 “Net
      Sales” shall mean the amounts received by CBT or an Affiliate or sublicensee of
      CBT for the Sale of Licensed Products to a Third Party purchaser, less the
      following deductions, to the extent that such amounts are included in the gross
      amounts received: (a) freight, packaging and insurance costs incurred in
      transporting the Licensed Product to customers; (b) quantity, cash and other
      trade discounts actually allowed and taken (other than advertising allowances;
      and fees or commissions to CBT’ employees); (c) customs duties, surcharges,
      sales and other taxes (but excluding income taxes) and other governmental
      charges incurred in connection with the sale, transfer, use, exportation or
      importation of Licensed Products; and (d) amounts repaid or credited by reason
      of returns, recalls, rejections or retroactive price reductions. Where a sale
      is
      deemed consummated by a receipt of non-cash consideration for Licensed Products,
      “Net Sales” shall be calculated based on the average Net Sales of Licensed
      Products during the three (3) month period immediately preceding such
      sale.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    1.24 “Parties”
      shall mean CBT and EMORY and “Party” shall mean either one.

     

    1.25 “Phase
      I”
shall mean a human clinical trial, the principal purpose of which is to
      determine toxicity, absorption, metabolism and/or safe dosage range in patients
      with the disease target being studied as required in 21 C.F.R. §312 or its
      equivalent in a Major Market. A Phase I study shall be deemed to have commenced
      when the first patient has been dosed with the drug substance.

     

    1.26 “Phase
      III” shall mean a human clinical trial, the principal purpose of which is to
      establish safety and efficacy in patients with the disease target being studied
      as required in 21 C.F.R. §312 or its equivalent in a Major Market. A Phase III
      study shall also include any other human clinical trial intended to provide
      the
      substantial evidence of efficacy necessary to support the filing of an
      approvable NDA (such as a combined Phase II/Phase III study, or any Phase III
      study in lieu of a Phase II study) (a “Pivotal Study”), whether or not such
      study is a traditional
      Phase III study. A
      Phase
      III study shall be deemed to have commenced when the first patient has been
      dosed with the drug substance.

     

    1.27 “Regulatory
      Approval” shall mean the approvals, registrations or authorizations of the FDA
      or other applicable regulatory agency necessary for the manufacture,
      distribution, use or sale of a pharmaceutical or diagnostic product in the
      United States.

     

    1.28 “Sale”
or
      “Sold” shall mean the sale, transfer, exchange, or other commercial disposition
      of Licensed Products whether by gift or otherwise by CBT, its Affiliates or
      sublicensees or any Authorized Third Party authorized by CBT to make such sale,
      transfer, exchange or disposition including, but not limited to, the commercial
      use of Licensed Products by CBT or any other person or entity authorized (other
      than concomitant with commercial sale of such product in a royalty-bearing
      transaction) to use Licensed Products by CBT. Sales of Licensed Products shall
      be deemed consummated upon the first to occur of: (a) receipt of payment from
      the purchaser; (b) delivery of Licensed Products to the purchaser or a common
      carrier; (c) release of Licensed Products from consignment; (d) if deemed Sold
      by use, when first put to such use; or (e) if otherwise transferred, exchanged,
      or disposed of, whether by gift or otherwise, when such transfer, exchange,
      gift, or other disposition occurs. 

     

    1.29 “Third
      Party” shall mean any entity or individual other than EMORY, CBT or an Affiliate
      of either of them. 

     

    1.30 “U.S.
      Government License” shall mean the non-exclusive licenses to the U.S. Government
      or agencies thereof pursuant to NIH grant No.’s GM51389, CA70372, copies of
      which are attached hereto as Appendix “B”.

     

    1.31 “Valid
      Claim” shall mean, an issued claim of any unexpired patent or claim of any
      pending patent application included among the Licensed Patents, which patent
      has
      not been held unenforceable, unpatentable or invalid by a decision of a court
      or
      governmental body of competent jurisdiction, unappealable or unappealed within
      the time allowed for appeal, which has not been rendered unenforceable through
      disclaimer or otherwise, and which has not been lost through an interference
      proceeding or abandoned.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      2. GRANT
      OF LICENSE

     

    2.1 License.
      Subject
      to the terms and conditions of the License Agreement, Emory hereby grants to
      Licensee and its Affiliates the worldwide, exclusive right and license to
      practice the Licensed Patents and use the Licensed Technology in the Field
      of
      Use and to discover, develop, have made, use, sell, have sold, offer for sale
      and import Licensed Products in the Licensed Territory in the Field of Use
      during the term of this Agreement. 

     

    2.2 Government
      Rights.
      The
      license granted in Section 2.1 above is subject to the U.S. Government Licenses
      and other rights retained by the United States in inventions developed by
      nonprofit institutions with the support of federal funds that are set forth
      in
      35 USCA §201 et seq. and 37 CFR 401 et seq. (as they may be amended from time to
      time by the Congress of the United States or through administrative procedures)
      to the extent such U.S. government Licenses and such rights apply to the
      Licensed Patents and Licensed Technology.

     

    2.3 Retained
      License.
      The
      license granted in Section 2.1 above is further subject to a right and license
      retained by EMORY on behalf of itself and its research collaborators to use
      Licensed Products and practice Licensed Patents and Licensed Technology solely
      for non-profit research and education purposes only. EMORY shall require its
      research collaborators, employed by other institutions or organizations and
      not
      by EMORY, to enter into a Material Transfer Agreement, through which EMORY
      may
      grant the right to use Licensed Products and to practice Licensed Patents and
      Licensed Technology solely for non-profit research purposes only to such
      research collaborators. A copy of each such executed Material Transfer Agreement
      shall be provided to Licensee within sixty (60) days of the date of the last
      to
      sign. 

     

    2.4 Sublicenses.
      CBT may
      grant sublicenses to practice Licensed Patents and Licensed Technology to
      discover, develop, make, have made, use, sell, offer for sale or import Licensed
      Products in the Licensed Territory in the Field of Use, provided that: (a)
      for
      any such Third Party sublicensees that are publicly traded companies and have
      a
      fully-diluted market capitalization of greater than [***], CBT shall give prompt
      written notice to EMORY, and (b) for any such Third Party sublicensees that
      are
      publicly traded companies and have a fully-diluted market capitalization of
      less
      than [***], CBT shall first obtain EMORY's prior written approval, which
      approval shall not be unreasonably withheld or delayed. CBT shall provide EMORY
      with copies of all such sublicense agreements within thirty (30) days of their
      execution date, provided, however, that CBT shall have the right to redact
      any
      confidential information in such copies of sublicense agreements that does
      not
      relate in any way to either the technology licensed hereunder or the economic
      terms therein (such as any technical information relating to other technologies
      of CBT or of its sublicensees). CBT shall remain responsible to EMORY for the
      payment of all fees and Earned Royalties due under this Agreement, whether
      or
      not such payments are made to CBT by its sublicensees. CBT shall include in
      any
      sublicense granted pursuant to this Agreement, a provision requiring the
      sublicensee to indemnify EMORY and maintain liability coverage to the same
      extent that CBT is so required pursuant to Sections 10.2, 10.3 and 10.4 of
      this
      Agreement.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    2.5 No
      Implied License.
      The
      license and rights granted in this Agreement shall not be construed to confer
      any rights upon CBT by implication, estoppel, or otherwise as to any technology
      not specifically identified in this Agreement as Licensed Patents or Licensed
      Technology.

     

    2.6
       To
      EMORY’s’ knowledge and belief, subject to any rights of the United States
      government, EMORY has all right, title, and interest in and to the Licensed
      Patents, including exclusive, absolute, irrevocable right, title and interest
      thereto, free and clear of all liens, charges, encumbrances or other
      restrictions or limitations of any kind whatsoever and to EMORY’s knowledge and
      belief there are no licenses, options, restrictions, liens, rights of third
      parties, disputes, royalty obligations, proceedings or claims relating to,
      affecting, or limiting its rights or the rights of CBT under this Agreement
      with
      respect to, or which may lead to a claim of infringement or invalidity
      regarding, any part or all of the Licensed Patents and their use as contemplated
      in the underlying patent applications as presently drafted. 

     

    2.7 To
      EMORY’s knowledge and belief there is no claim, pending or threatened, of
      infringement, interference or invalidity regarding, any part or all of the
      Licensed Patents and their use as contemplated in the underlying patent
      applications as presently drafted.

     

    2.8 To
      EMORY’s knowledge and belief the Inventors of Section 1.15 are the only
      inventors of the Licensed Patents and Licensed Technology.

    


    ARTICLE
      3. ROYALTIES
      AND OTHER PAYMENTS

     

    3.1 Earned
      Royalties on Sales of Licensed Products.

     

    3.1.1 On
      Sales of Licensed Product by CBT and Affiliates with Valid Claim.
      Subject
      to Section 3.1.4, for each Licensed Product sold in a country in the Licensed
      Territory in which there is, at the time of such sale, at least one Valid Claim
      in an issued Licensed Patent in such country that claims (i) such Licensed
      Product, (ii) the manufacture of such Licensed Product, or (iii) the use of
      such
      Licensed Product in the Field of Use, CBT shall pay EMORY Earned Royalties
      equal
      to the following percentages of the aggregate annual Net Sales of such Licensed
      Products sold in such countries in the Licensed Territory in the Field of Use
      by
      CBT and its Affiliates:

     

    (a) For
      the
      portion of such aggregate annual Net Sales of such Licensed Products in such
      countries in the Field of Use less than [***] in any calendar
      year, [***] percent [***] of such Net Sales;

     

    (b) For
      the
      portion of such aggregate annual Net Sales of such Licensed Products in such
      countries in the Field of Use between [***] and [***] in any calendar year,
      [***] percent [***] of such Net Sales; and

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    (c) For
      the
      portion of such aggregate annual Net Sales of such Licensed Products in such
      countries in the Field of Use greater than [***] in any calendar
      year, [***] percent [***] of such Net Sales.

     

    3.1.2 On
      Sales of Licensed Product by CBT and Affiliates with no Valid
      Claim.
      Subject
      to Section 3.1.4, for each Licensed Product sold in a country in the Licensed
      Territory in which there is not,
      at the
      time of such sale, at least one Valid Claim in an issued Licensed Patent in
      such
      country that claims (i) such Licensed Product, (ii) the manufacture of such
      Licensed Product, or (iii) the use of such Licensed Product in the Field of
      Use,
      CBT shall pay EMORY Earned Royalties equal to the following percentages of
      the
      aggregate annual Net Sales of such Licensed Products sold in such countries
      in
      the Licensed Territory in the Field of Use by CBT and its Affiliates:


     

    (a) For
      the
      portion of such aggregate annual Net Sales of such Licensed Products in such
      countries in the Field of Use less than [***] in any calendar
      year, [***] percent [***] of such Net Sales;

     

    (b) For
      the
      portion of such aggregate annual Net Sales of such Licensed Products in such
      countries in the Field of Use between [***] and [***] in any calendar year,
      [***] percent [***] of such Net Sales; and

     

    (c) For
      the
      portion of such aggregate annual Net Sales of such Licensed Products in such
      countries in the Field of Use greater than [***] in any calendar
      year, [***] percent [***] of such Net Sales.

     

    3.1.3 On
      Sales of Licensed Product by CBT’s Sublicensees.
      CBT
      shall pay EMORY that portion of sublicense fees (excluding Initial Sublicense
      Fees) received by CBT on Sales of Licensed Products by its sublicensees as
      Earned Royalties in the percentage amount specified below opposite the
      occurrence of the corresponding designated event:

     

    
      	
              Event

            	 	
              Earned
                Royalties

            	 
	
              (Sublicense
                date of execution)

            	 	
              (%
                of sublicense fees)

            	 
	
              (i)       
                If
                a sublicense or other Third Party agreement is executed with CBT
                prior to
                the commencement of a Phase I trial by CBT for the First Licensed
                Product

            	 	 	
              
              

              [***]%

            	
              
              

               

            
	
              (ii)      
                If
                a sublicense or other Third Party agreement is executed with CBT
                after the
                effective date of the commencement of a Phase I trial by CBT for
                the First
                Licensed Product but prior to the date of commencement of the first
                Phase
                III Clinical Trial for the First Licensed Product

            	 	 	
              
              

              [***]%

            	
              
              

               

            
	
              (iii)     
                If
                a sublicense or other Third Party agreement is executed with CBT
                after the
                date of commencement of the first Phase III Clinical Trial for the
                First
                Licensed Product

            	 	 	
              
              

              [***]%

            	
              
              

               

            


    

     

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    3.1.4 In
      the
      event that CBT’s outside patent counsel together with EMORY’s outside patent
      counsel agree (which discussion and agreement shall be in good faith) that
      patent licenses from Third Parties are reasonably required by CBT, its
      Affiliates or its sublicensees to make, use, offer for sale, sell or import
      any
      Licensed Product in any given country, EMORY and CBT shall negotiate in good
      faith with the intention of reaching a fair and equitable formula on how any
      amount paid by CBT to such Third Parties shall be shared by CBT and EMORY,
      EXCEPT THAT Earned Royalties payable to EMORY on Net Sales of such Licensed
      Products shall not be less than [***] percent [***].

     

    3.2 Upfront
      Sublicense Fees.
      

     

    3.2.1 CBT
      shall
      pay EMORY that portion of any license fee or upfront fee (other than purchases
      of debt or equity securities of CBT, payments for research and development
      of
      the Licensed Technology or the creation of a sales and marketing force) (the
      “Initial Sublicense Fee”) received by CBT as consideration paid for access and
      rights to the Licensed Patents and/or Licensed Technology by its sublicensees
      in
      the percentage amount specified below opposite the occurrence of the
      corresponding designated event:

     

    
      	
              Event

            	 	
              Upfront
                Sublicense Fee

            	 
	
              (Sublicense
                date of execution)

            	 	
              (%
                of Initial

              Sublicense
                Fee)

            	 
	
              (i)       
                If
                a sublicense or other Third Party agreement is executed with CBT
                prior to
                the commencement of a Phase I trial by CBT for the First Licensed
                Product

            	 	 	
              
              

              [***]%

            	
              
              

               

            
	
              (ii)      
                If
                a sublicense or other Third Party agreement is executed with CBT
                after the
                commencement of a Phase I trial by CBT for the First Licensed Product
                but
                prior to the date of commencement of the first Phase III Clinical
                Trial
                for the First Licensed Product

            	 	 	
              
              

              [***]%

            	
              
              

               

            
	
              (iii)     
                If
                a sublicense or other Third Party agreement is executed with CBT
                after the
                date of commencement of the first Phase III Clinical Trial for the
                First
                Licensed Product

            	 	 	
              
              

              [***]%

            	
              
              

               

            


    

     

    In
      the
      event that CBT receives equity or other non-cash consideration (collectively,
      “Non-liquid Assets”), as payment for the Initial Sublicense Fee, EMORY shall
      receive its designated portion of any such Non-liquid Asset as received by
      CBT
      to the extent transferable by CBT, or in the alternative CBT may, at its
      election, pay to EMORY a cash payment equal to EMORY’s designated portion of the
      fair value of any such Non-Liquid Asset. The payment to EMORY shall be EMORY’s
      designated portion of the then current fair market value of such asset. For
      purposes of clarity, if a sublicensee purchases shares of CBT’s stock from CBT
      in conjunction with a sublicense hereunder, CBT shall pay to EMORY a cash
      payment equal to EMORY’s designated portion of the premium (that is, excess over
      fair market value), if any, paid by such sublicensee for such CBT
      shares.

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    3.3 Milestone
      Payments.
      

     

    3.3.1 CBT,
      its
      Affiliates or its sublicensee shall pay EMORY a milestone payment (the
      "Milestone Payment") in the amount specified below no later than thirty (30)
      days after the occurrence of the corresponding event designated below for the
      First Licensed Product:

     

    
      	
              Event

            	 	
              Milestone
                Payment

            	 
	
            	 	 	 
	
              (i)       
                The
                date of commencement of the first Phase I trial by CBT, its Affiliates,
                or
                sublicensees for the First Licensed Product

            	 	
              $

            	
              [***]

            	 
	
              (ii)      
                The
                date of commencement of the first Phase III Clinical Trial for the
                First
                Licensed Product

            	 	
              $

            	
              [***]

            	 
	
              (iii)  
The
                date of Regulatory Approval or Authorization of the First Licensed
                Product.

            	 	$	
              [***]

            	 
	
              (iv) 
                The
                date of Regulatory Approval or Authorization of the First Licensed
                Product
                or Consecutive Licensed Product in an additional new indication (limit
                3)

            	 	
              $

            	
              [***] for
                each new approval (limit 3)

            	
               

            


    

    


    Should
      the First Licensed Product be abandoned by CBT, its Affiliate or sublicensee
      for
      any reason following the filing of an IND or its equivalent in a Major Market
      and prior to the First Commercial Sale and should another Licensed Product
      commence Phase III Clinical Trials, then such Licensed Product shall become
      the
      replacement First Licensed Product and CBT, its Affiliate or sublicensee shall
      resume the Milestone Payments, starting at the event subsequent to the event
      for
      which a Milestone Payment had already been paid. No Milestone Payment shall
      be
      paid more than once for the First Licensed Product.

     

    3.4 License
      Maintenance and Performance Fees on Licensed Products:
      In the
      event no Milestone Payment has been paid pursuant to Section 3.3.1 on the
      applicable anniversary of the Effective Date of the License Agreement set forth
      below, CBT shall pay to EMORY the license maintenance fee (the “License
      Maintenance Fee”) amount set forth below opposite such anniversary date unless
      CBT has given notice of termination of the Agreement prior to such due date.
      Such License Maintenance Fees shall no longer apply, and this Section shall
      terminate, once a Milestone Payment pursuant to Section 3.3.1 has been
      made.

     

    
      	
              Anniversary

            	 	
              License
                Maintenance Fee

            	 
	
              Fifth

            	 	
              $

            	
              [***]

            	 
	
              Sixth
                

            	 	
              $

            	
              [***]

            	 
	
              Seventh
                and Each Year After

            	 	
              $

            	
              [***]

            	 


    

    


    3.5 Annual
      Minimum Royalties on Licensed Products:

     

    3.5.1 In
      the
      event that the annual Earned Royalties payment for Licensed Products to EMORY
      pursuant to Section 3.1 (excluding Upfront Sublicense Fees) during the second
      calendar year following the date of Regulatory Approval or Authorization for
      a
      Licensed Product, or in any calendar year thereafter, is less than the annual
      minimum royalties set forth opposite such year below (the “Minimum Earned
      Royalties”), CBT shall make a payment to EMORY at the end of such applicable
      calendar year equal to the difference between such Minimum Earned Royalties
      and
      the total Earned Royalties payment to EMORY for all Licensed Products for that
      calendar year, together with the report for the fourth quarter of such calendar
      year:

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    
      	
              Calendar
                Year After Regulatory Approval or Authorization

            	 	
              Minimum
                Earned Royalties

            	 
	
              Second

            	 	
              $

            	
              [***]

            	 
	
              Third

            	 	
              $

            	
              [***]

            	 
	
              Fourth
                and Each Year After

            	 	
              $

            	
              [***]

            	 


    

    


    3.5.2 If
      during
      a given calendar year, the Earned Royalties payment to EMORY pursuant to Section
      3.1 (excluding Initial Sublicense Fees) for all Licensed Products exceeds the
      sum of the applicable Minimum Earned Royalties which are required to be paid
      for
      such year pursuant to Section 3.5.1, CBT shall be deemed to have satisfied
      the
      requirements of Section 3.5.1 for such year.

     

    3.6 Research
      Agreement.
      CBT and
      EMORY agree to enter into and execute a Research Agreement with a term of 2
      year(s), within ninety (90) days of the last date of signing below, regarding
      work by the Inventors, led by Dr. Judith Kapp, in accordance with a mutually
      agreed upon project plan. Such Research Agreement shall be consistent with
      the
      terms of this Agreement, including but not limited to, terms of this Section
      3.6
      and shall be in the form attached to this License Agreement as Appendix “C”.
      Such Research Agreement shall require CBT to commit Seventy-Five
      Thousand Dollars ($75,000) of direct research funds plus fifty-two
      percent (52%) for EMORY’s benefits and overhead in the
      amount Thirty
      Nine Thousand Dollars ($39,000) in unrestricted indirect funding to
      EMORY.

     

    The
      Inventors shall provide to CBT written progress reports of all work performed
      pursuant to the Research Agreement and shall regularly discuss such work with
      CBT. Each Party shall solely own all inventions it makes pursuant to the
      Research Agreement and the parties shall jointly own all inventions jointly
      made
      directly as a result of work under the Research Agreement. Such inventions
      of
      EMORY employees shall be Licensed Patents or Licensed Technology, as applicable.
      Both parties shall have confidentiality obligations under the Research Agreement
      that are at least as stringent as those set forth in Article 11 herein. Should
      CBT and EMORY not enter into and execute the Research Agreement within ninety
      (90) days of the last date of signing below due to CBT’s failure to negotiate in
      good faith or enter into a negotiated agreement, the License Agreement shall
      be
      null and void unless CBT and EMORY mutually agree in writing to extend the
      ninety (90) day period. 

     

    3.7 Patent
      Expenses. CBT shall reimburse and pay EMORY within ten (10) days of the
      Effective Date, all actual, out-of-pocket costs, fees and expenses in connection
      with the filing, prosecution and maintenance of Licensed Patents incurred by
      EMORY prior to the Effective Date of this Agreement (the “Past Patent Costs”).
      EMORY warrants that such actual, out-of-pocket costs, fees and expenses are
      Seventy
      Two Thousand Four Hundred Thirty Five Dollars and Two Cents
      ($72,435.02).

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      4. REPORTS
      AND ACCOUNTING

     

    4.1 Earned
      Royalties Reports and Records.
      During
      the term of this Agreement, CBT shall furnish, or cause to be furnished to
      EMORY, written reports governing each of CBT, its Affiliates and sublicensees
      for each fiscal quarter showing: 

     

    (a) the
      gross
      sales of all Licensed Products Sold by CBT, its Affiliates and sublicensees,
      in
      each country of the Licensed Territory during the reporting period, together
      with the calculations of Net Sales in accordance with Section 1.23;


     

    (b) the
      Earned Royalties payable in Dollars, which shall have accrued hereunder in
      respect to such Net Sales; 

     

    (c) the
      exchange rates, if any, in determining the amount of Dollars; 

     

    (d) a
      summary
      of all reports provided to CBT by CBT's sublicensees; 

     

    (e) the
      amount of any consideration received by CBT from sublicensees and an explanation
      of the contractual obligation satisfied by such consideration; and

     

    (f) the
      occurrence of any event triggering a Milestone Payment obligation in accordance
      with Section 3.3.

     

    Reports
      shall be made semiannually until the first Sale of a Licensed Product and
      quarterly thereafter. Semiannual reports shall be due within thirty (30) days
      of
      the close of every second and fourth CBT fiscal quarter. Quarterly reports
      shall
      be due within thirty (30) days of the close of every CBT fiscal quarter. CBT
      shall keep accurate records in sufficient detail to enable Earned Royalties
      and
      other payments payable hereunder to be determined. CBT shall be responsible
      for
      all Earned Royalties and late payments that are due to EMORY that have not
      been
      paid by CBT's Affiliates and sublicensees. CBT's sublicensees shall have, and
      shall be notified by CBT that they have, the option of making any Earned
      Royalties payment directly to EMORY. 

     

    4.2 Right
      to Audit.
      EMORY
      shall have the right, upon prior notice to CBT, not more than once in each
      CBT
      fiscal year, through an independent public accountant selected by EMORY and
      acceptable to CBT, which acceptance shall not be unreasonably refused, to have
      access during normal business hours of CBT as may be reasonably necessary to
      verify the accuracy of the Earned Royalties reports required to be furnished
      by
      CBT pursuant to Section 4.1 of the Agreement. CBT shall include in any
      sublicenses granted pursuant to this Agreement, a provision requiring the
      sublicensee to keep and maintain records of Sales made pursuant to such
      sublicense and to grant access to such records by EMORY's independent public
      accountant. If such independent public accountant's report shows any
      underpayment of Earned Royalties by CBT, its Affiliates or sublicensees, within
      thirty (30) days after CBT's receipt of such report, CBT shall remit or shall
      cause its sublicensees to remit to EMORY:

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    (a) the
      amount of such underpayment; and

     

    (b) if
      such
      underpayment exceeds [***] percent [***] of the total Earned Royalties
      owed for the fiscal year then being reviewed, the reasonably necessary fees
      and
      expenses of such independent public accountant performing the audit. Otherwise,
      EMORY's accountant's fees and expenses shall be borne solely by EMORY. Any
      overpayment of Earned Royalties shall be fully creditable against future Earned
      Royalties payable in any subsequent royalty period.

     

    4.3 Confidentiality
      of Records.
      All
      information subject to review under this Article 4 shall be confidential. Except
      where disclosure is required by law, EMORY and its accountant shall retain
      all
      such information in confidence.

     

    ARTICLE
      5. PAYMENTS

     

    5.1 Payment
      Due Dates.
      Earned
      Royalties, Upfront Sublicense Fees and Milestone Payments payable to EMORY
      as a
      result of activities occurring during the period covered by each Earned
      Royalties report provided for under Article 4 of this Agreement shall be due
      and
      payable on the date such royalty report is due. Payments of Earned Royalties,
      Upfront Sublicense Fees and Milestone Payments in whole or in part may be made
      in advance of such due date. Any payment in excess of [***] shall be made
      by wire or transferred to an account of EMORY designated in writing by EMORY
      from time to time; provided, however, that in the event that EMORY fails to
      designate such account, CBT, its Affiliates or sublicensees may remit payment
      to
      EMORY to the address applicable for the receipt of notices hereunder; providing,
      further, that any notice by EMORY of such account or change in such account,
      shall not be effective until fifteen (15) days after receipt thereof by
      CBT.

     

    5.2 Currency
      Restrictions.
      Except
      as hereinafter provided in this Section 5.2, all Earned Royalties, Upfront
      Sublicense Fees and Milestone Payments shall be paid in Dollars. If, at any
      time, legal restrictions prevent the prompt remittance of part of or all Earned
      Royalties or Upfront Sublicense Fees with respect to any country in the Licensed
      Territory where Licensed Products are Sold, CBT, its Affiliates or sublicensees
      shall have the right and option to make such payments by depositing the amount
      thereof in local currency to EMORY's account in a bank or depository in such
      country.

     

    5.3 Interest.
      Earned
      Royalties, Upfront Sublicense Fees, Milestone Payments and other payments
      required to be paid by CBT pursuant to this Agreement shall, if overdue, bear
      interest at the lesser of the maximum applicable legal rate of interest on
      overdue commercial accounts or a per annum rate of [***] percent [***]
      until paid. The payment of such interest shall not foreclose EMORY from
      exercising any other rights it may have because any payment is
      overdue.

     

    ARTICLE
      6. DEVELOPMENT
      AND MARKETING PROGRAM

     

    6.1 Diligence
      Obligations for Licensed Products.
      CBT
      shall directly, or in collaboration with Affiliates and sublicensees, use its
      best efforts (as defined below) to:

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    (a) conduct
      a
      research and development program relating to the use of those Licensed Products
      in the Field of Use selected by CBT as it deems appropriate; 

     

    (b) expend
      reasonable amounts towards the research and development of such Licensed
      Products, such amounts to include those described in Section 3.6;

     

    (c) diligently
      pursue Regulatory Approval or Authorization of selected Licensed Products;
      and


     

    (d) commence
      marketing of at least one Licensed Product within six (6) months following
      Regulatory Approval or Authorization thereof.

     

    6.2 Best
      Efforts.
      For
      purposes of this Agreement, “best efforts” shall mean that CBT shall use
      reasonable efforts consistent with those used by comparable biotechnology
      companies in the United States in research and development projects for
      diagnostic methods or kits and therapeutic methods or compositions deemed to
      have commercial value comparable to the Licensed Products.

     

    6.3 Effect
      of Failure.
      If CBT
      fails to use its best efforts pursuant to Section 6.1, EMORY may, upon at least
      sixty (60) days' prior written notice of such failure to CBT, grant Third
      Parties identical or lesser rights in the Licensed Patents and Licensed
      Technology as granted to CBT hereunder for Licensed Products, unless within
      such
      sixty (60) day period, CBT cures such failure. Any disputes as to failure by
      CBT
      to meet its diligence obligations in accordance with this Article 6 shall be
      resolved pursuant to Section 14.1.

     

    6.4 Progress
      Reports.
      CBT
      shall, no less frequently than once every twelve (12) months until a Licensed
      Product has achieved Regulatory Approval or Authorization, provide EMORY with
      a
      written report detailing CBT’s, its Affiliates’s or sublicensees’s activities
      related to developing Licensed Products and pursuing Regulatory Approval or
      Authorization of Licensed Products. Such reports shall also incorporate
      sufficient detail regarding the amount and use of research and development
      funds
      to enable EMORY to verify CBT's compliance with Section 6.1 herein.

     

    6.5 Development
      in the United States and Major Markets.
      No
      later than CBT's filing of an NDA or its equivalent in a Major Market for a
      Licensed Product in the United States or a Major Market, CBT shall directly,
      or
      in collaboration with its Affiliates or sublicensees, use its best
      efforts:

     

    (a) to
      obtain
      Regulatory Approval or Authorization for such Licensed Product in such other
      countries of the Licensed Territory as CBT, CBT’s Affiliates or sublicensees
      deem appropriate; and

     

    (b) upon
      Regulatory Approval or Authorization of such Licensed Product in a particular
      country, proceed with due diligence to market such Licensed Product in such
      country. 

     

    6.6 Development
      of Indications.
      CBT and
      EMORY acknowledge that the compositions and methods claimed in the Licensed
      Patents may be useful for a number of indications. CBT shall, in accordance
      with
      its diligence obligations, attempt to develop the Licensed Patents and Licensed
      Technology for such other indications if scientific evidence provided by EMORY,
      and accepted as significant evidence in the scientific community, supports
      that
      the Licensed Patents and Licensed Technology are useful for such other
      indications.

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    If
      EMORY
      reasonably believes that CBT is not using diligence to attempt to develop an
      indication for which the diligence obligation has accrued under the above
      paragraph, then EMORY may, commencing on the fifth anniversary date of this
      Agreement, request in writing that CBT enter into negotiations with prospective
      sublicensees which EMORY believes are interested in developing such indication
      which CBT, or its Affiliate or sublicensee, is not then developing. Within
      thirty (30) days of receipt of such written request, CBT shall either: (i)
      commence and diligently pursue good faith negotiations with such prospective
      sublicensee, (ii) provide EMORY with a reasonable development plan, including
      milestones, for such indication, or (iii) release any rights granted to CBT
      by
      EMORY under this Agreement as may be required to enable EMORY to license Third
      Parties the rights required to develop such indication.

     

    ARTICLE
      7. PATENT
      PROSECUTION

     

    7.1 Licensed
      Patents Assigned to EMORY.
      

     

    7.1.1 EMORY
      shall be primarily responsible for all patent prosecution activities pertaining
      to Licensed Patents assigned solely to EMORY. EMORY shall provide CBT with
      copies of all filings and correspondence pertaining to such patent prosecution
      activities, in a timely manner, so as to give CBT an opportunity to comment
      thereon. EMORY shall use good faith efforts to accommodate all such comments
      if
      timely received. EMORY shall pursue prosecution of such Licensed Patents in
      at
      least the following countries: United States, EPO countries, Canada, and
      Australia.

     

    7.1.2 For
      all
      out-of-pocket costs after the Effective Date for on-going patent prosecution
      activities on Licensed Patents (the “Future Patent Costs”), EMORY shall submit
      such costs to CBT for approval prior to expenditure. CBT shall reimburse EMORY,
      not later than thirty (30) days after receiving an invoice therefore from EMORY,
      all such approved Future Patent Costs. If CBT fails to promptly reimburse EMORY
      within sixty (60) days after receipt of invoice from EMORY for approved Future
      Patent Costs, EMORY shall provide written notice to CBT of such failure and
      if
      CBT does not pay the undisputed amount of such invoice within thirty (30) days
      after such notice, then the patent application or issued patent associated
      with
      such Future Patent Costs shall not be considered a Licensed Patent and EMORY
      shall be free, at its election, to abandon or maintain the prosecution of such
      patent application or issued patent or grant rights to such patent application
      or issued patent to Third Parties. 

     

    7.2 Licensed
      Patents Jointly Assigned to CBT and EMORY.
      

     

    7.2.1 EMORY
      shall be primarily responsible for all patent prosecution activities pertaining
      to any Licensed Patents arising out of the Research Agreement pursuant to
      Section 3.6 and jointly assigned to EMORY and CBT. EMORY, with the agreement
      of
      CBT, shall select patent counsel to prosecute all such Licensed Patents and
      shall provide CBT with copies of all filings and correspondence pertaining
      to
      such patent prosecution activities, in a timely manner, so as to give CBT an
      opportunity to comment thereon. EMORY shall advise such patent counsel in
      writing that for purposes of such patent activities, such counsel represents
      both EMORY and CBT. EMORY shall pursue prosecution of such Licensed Patents
      in
      at least the following countries: [***].

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    7.2.2 For
      all
      out-of-pocket costs for on-going patent prosecution activities pertaining to
      any
      Licensed Patents arising out of the Research Agreement pursuant to Section
      3.6
      and jointly assigned to EMORY and CBT, EMORY shall submit such costs to CBT
      for
      approval prior to expenditure. CBT shall reimburse EMORY, not later than thirty
      (30) days after receiving an invoice therefor from EMORY, all such approved
      patent costs. If CBT fails to promptly reimburse EMORY within sixty (60) days
      after receipt of invoice from EMORY for approved patent costs, EMORY shall
      provide written notice to CBT of such failure and if CBT does not pay the
      undisputed amount of such invoice within thirty (30) days after such notice,
      then CBT shall, upon EMORY's request, assign its interests in such patent
      application or issued patent to EMORY. After such assignment, such patent
      application or issued patent shall no longer be considered a Licensed Patent
      and
      EMORY shall be free, at its election, to abandon or maintain the prosecution
      of
      such patent application or issued patent or grant rights to such patent
      application or issued patent to Third Parties. 

     

    ARTICLE
      8. INFRINGEMENT

     

    8.1 Enforcement
      by CBT.
      If
      either CBT or EMORY becomes aware of a product made, used or sold in the
      Licensed Territory, which it believes infringes a Valid Claim, the Party
      obtaining such knowledge shall promptly advise the other Party of all relevant
      facts and circumstances pertaining to the potential infringement. CBT shall
      have
      the first right to enforce any patent rights against such infringement, at
      its
      own expense. EMORY shall cooperate with CBT in such effort, at CBT's expense,
      including being joined as a Party to such action, if necessary. Any damages
      or
      costs recovered in connection with any action filed by CBT hereunder which
      exceed CBT's out-of-pocket costs and expenses of litigation, shall be deemed
      to
      be Net Sales from Sales of Licensed Products in the fiscal quarter in which
      received by CBT, and Earned Royalties shall be payable by CBT to EMORY thereon
      in accordance with the terms of this Agreement.

     

    8.2 Backup
      Enforcement Right by EMORY.
      If CBT
      fails, within one hundred twenty (120) days after receiving notice from EMORY
      of
      a potential infringement, or providing EMORY with notice of such infringement,
      to either (a) terminate such infringement or (b) institute an action to prevent
      continuation thereof and, thereafter to prosecute such action diligently, or
      if
      CBT notifies EMORY that it does not plan to terminate the infringement or
      institute such action, then EMORY shall have the right to do so at its own
      expense; provided however, that EMORY first consults with CBT and gives due
      consideration to CBT’s reasons for not instituting actions to terminate or
      otherwise prevent continuation of such infringement. If EMORY decides to pursue
      such infringement, CBT shall cooperate with EMORY in such effort including
      being
      joined as a Party to such action if necessary. EMORY shall be entitled to retain
      all damages or costs awarded to EMORY in such action.

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      9. EXCLUSION
      OF WARRANTIES 

     

    CBT
      possesses the necessary expertise and skill in the technical areas pertaining
      to
      the Licensed Patents, Licensed Products and Licensed Technology to make, and
      has
      made, its own evaluation of the capabilities, safety, utility and commercial
      application of the Licensed Patents, Licensed Products and Licensed Technology.
      ACCORDINGLY, EMORY DOES NOT MAKE ANY REPRESENTATION OR WARRANTY OF ANY KIND
      WITH
      RESPECT TO THE LICENSED PATENTS, LICENSED TECHNOLOGY OR LICENSED PRODUCTS AND
      EXPRESSLY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A
      PARTICULAR PURPOSE AND ANY OTHER IMPLIED WARRANTIES WITH RESPECT TO THE
      CAPABILITIES, SAFETY, UTILITY, OR COMMERCIAL APPLICATION OF THE LICENSED
      PATENTS, LICENSED TECHNOLOGY OR LICENSED PRODUCTS.

     

    ARTICLE
      10. INDEMNIFICATION
      AND RELEASE FROM LIABILITY

     

    10.1 No
      Liability.
      Neither
      Party shall be liable to the other Party, its Affiliates, customers or
      sublicensees for compensatory, special, incidental, indirect, consequential
      or
      exemplary damages resulting from the manufacture, testing, design, labeling,
      use
      or sale of Licensed Products.

     

    10.2 Indemnification.

     

    10.2.1 CBT
      shall
      defend, indemnify, and hold harmless the Indemnitees, from and against any
      and
      all Third Party claims, demands, losses, liabilities, expenses, or damages
      (including investigative costs, court costs and attorneys' fees) (collectively
      “Losses”) arising or alleged to arise by reason of, or in connection with, any
      and all personal injury (including death) and property damage caused or
      contributed to, in whole or in part, by the manufacture, testing, design, use,
      Sale, or labeling of any Licensed Products by CBT, its Affiliates, contractors,
      agents, or sublicensees, except to the extent of any Losses that arise from
      the
      negligence or intentional misconduct of Indemnitees. CBT’s obligations under
      this Article 10 shall survive the expiration or termination of this Agreement
      for any reason.

     

    10.2.2 To
      be
      eligible to be indemnified hereunder, the Indemnitees shall provide CBT with
      prompt notice of the claim giving rise to the indemnification obligation
      pursuant to this Article 10 and the exclusive ability to defend (with the
      reasonable cooperation of the Indemnitees) or settle any such claim;
provided
      however,
      that
      CBT shall not enter into any settlement for damages other than monetary damages
      without the Indemnitees’s written consent, such consent not to be unreasonably
      withheld or delayed. The Indemnitees shall have the right to participate, at
      their own expense and with counsel of their choice, in the defense of any claim
      or suit that has been assumed by CBT.

     

    10.3 Insurance.
      Without
      limiting CBT's indemnity obligations under the preceding paragraph, CBT shall,
      prior to any clinical trial or Sale of any Licensed Product, cause to be in
      force, an “occurrence based type” liability insurance policy which:

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

     

    (a) insures
      Indemnitees for all claims, damages, and actions mentioned in Section 10.2.1
      of
      this Agreement; 

     

    (b) includes
      a contractual endorsement providing coverage for all liability which may be
      incurred by Indemnitees in connection with this Agreement for which CBT has
      an
      indemnification obligation under Section 10.2; and 

     

    (c) requires
      the insurance carrier to provide EMORY with no less than thirty (30) days'
      written notice of any change in the terms or coverage of the policy or its
      cancellation; and

     

    (d) provides
      Indemnitees product liability coverage in an amount no less than [***] per
      occurrence for bodily injury and [***] per occurrence for property damage,
      subject to a reasonable aggregate amount. 

     

    10.4 Occurrence
      Based Coverage Not Available.
      If CBT
      is unable to obtain “occurrence based type” liability insurance, CBT shall
      procure “claims made type” liability coverage to be effective prior to any
      clinical trial or Sale of any Licensed Patent, and throughout the term of this
      Agreement and “tail coverage”, extending at least ten (10) years after
      termination of this Agreement. CBT shall notify EMORY prior to its first
      clinical trial or First Commercial Sale of any Licensed Product, of all
      insurance coverage available to CBT to meet CBT's obligations under Sections
      10.2 and 10.3 of this Agreement and other assets available to CBT which may
      be
      used by CBT should the insurance coverage available to CBT not be sufficient
      to
      meet CBT’ obligations under Sections 10.2 and 10.3. 

     

    10.5 Notice
      of Claims.
      CBT
      shall promptly notify EMORY of all claims involving the Indemnitees and shall
      advise EMORY of the policy amounts that might be needed to defend and pay any
      such claims. 

     

    ARTICLE
      11. CONFIDENTIALITY

     

    11.1 Treatment
      of Confidential Information.
      Except
      as otherwise provided hereunder, during the term of this Agreement and for
      a
      period of five (5) years thereafter:

     

    (a) CBT,
      its
      Affiliates and sublicensees shall retain in confidence and use only for purposes
      of this Agreement, any written information and data supplied by EMORY to CBT
      under this Agreement and marked as proprietary or confidential; and

     

    (b) EMORY
      shall retain in confidence and use only for purposes of this Agreement, any
      written information and data supplied by CBT or on behalf of CBT to EMORY under
      this Agreement and marked as proprietary or confidential.

     

    For
      purposes of this Agreement, all such information and data which a Party is
      obligated to retain in confidence shall be called "Information."

     

    11.2 Right
      to Disclose.
      To the
      extent that it is reasonably necessary to fulfill its obligations or exercise
      its rights under this Agreement, or any rights which survive termination or
      expiration hereof, each Party may disclose Information to its Affiliates,
      sublicensees, consultants, outside contractors, governmental regulatory
      authorities and clinical investigators on condition that such entities or
      persons agree:

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

     

    (a) to
      keep
      the Information confidential for at least the same time periods and to the
      same
      extent as each Party is required to keep the Information
      confidential;

     

    (b) to
      use
      the Information only for such purposes as such Parties are authorized to use
      the
      Information.

     

    Each
      Party, its Affiliates or sublicensees may disclose Information to the government
      or other regulatory authorities to the extent that such disclosure is necessary
      for the prosecution and enforcement of patents, authorizations to conduct
      clinical trials or commercialization of Licensed Products, provided that such
      Party is otherwise entitled to engage in such activities under this
      Agreement.

     

    11.3 Release
      from Restrictions.
      The
      obligation under Section 11.1 not to use or disclose Information shall not
      apply
      to any part of such Information that:

     

    (a) is
      or
      becomes patented, published or otherwise part of the public domain, other than
      by unauthorized acts of the Party obligated not to disclose such Information;
      (for purposes of this Article 11 the “Receiving Party”), its Affiliates or
      sublicensees in contravention of this Agreement;

     

    (b) is
      disclosed to the Receiving Party, its Affiliates or sublicensees by a Third
      Party provided that such Information was not obtained by such Third Party
      directly or indirectly from the other Party under this Agreement; 

     

    (c) prior
      to
      disclosure under this Agreement, was already in the possession of the Receiving
      Party, its Affiliates or sublicensees, provided that such Information was not
      obtained directly or indirectly from the other Party under this Agreement;
      

     

    (d) results
      from the research and development by the Receiving Party, its Affiliates or
      sublicensees, independent of disclosures from the other Party of this Agreement,
      provided that the persons developing such information have not had exposure
      to
      the Information received from the disclosing Party; 

     

    (e) is
      required by law to be disclosed by the Receiving Party, provided that the
      Receiving Party uses its best efforts to notify the other Party immediately
      upon
      learning of such requirement in order to give the other Party reasonable
      opportunity to oppose such requirement; or

     

    (f) CBT
      and
      EMORY agree in writing may be disclosed.

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      12. TERM
      AND TERMINATION

     

    12.1 Term.
      Unless
      sooner terminated as otherwise provided in this Agreement, the term of this
      Agreement shall commence on the Effective Date hereof and shall continue in
      full
      force and effect until the expiration of the last to expire Valid Claim. If
      no
      Valid Claim should issue within ten (10) years of the Effective Date of this
      Agreement, this Agreement shall terminate on the tenth (10th) anniversary of
      the
      Effective Date. After termination hereunder, CBT shall retain the non-exclusive,
      worldwide, perpetual right and license under the Licensed Technology to make,
      have made, use, offer for sale, import and sell Licensed Products, with full
      rights to sublicense.

     

    12.2 Termination
      by EMORY.
      EMORY
      shall have the right to terminate this Agreement pursuant to the provisions
      below, provided that EMORY has given CBT the notice required in accordance
      with
      Section 12.3 and CBT has failed to cure the breach described in such notice:
      

     

    (a) breach
      by
      CBT of a material term of the Agreement;

     

    (b) the
      institution of any proceeding by CBT under any bankruptcy, insolvency, or
      moratorium law; 

     

    (c) any
      assignment by CBT of substantially all of its assets for the benefit of
      creditors; 

     

    (d) placement
      of CBT's assets in the hands of a trustee or a receiver unless the receivership
      or trust is dissolved within thirty (30) days thereafter and provided that
      in
      the case of in involuntary bankruptcy proceeding, which is contested by CBT,
      such termination shall not become effective until the bankruptcy court of
      jurisdiction has entered an order upholding the petition; or

     

    (e) a
      decision by CBT or CBT's licensee or assignee of rights under this Agreement
      to
      quit the business of developing or selling Licensed Products;

     

    (f) breach
      or
      default by CBT of any material term of the Research Agreement, provided that
      EMORY has given CBT the notice required in accordance with Section 12.2 of
      the
      Research Agreement and CBT has failed to cure that breach, and as a result,
      EMORY terminates the Research Agreement.

     

    12.3 Exercise.
      EMORY
      may exercise its right of termination pursuant to Section 12.2 by giving CBT
      sixty (60) days' prior written notice (the “Written Notice”) of EMORY's election
      to terminate. Such notice shall include the basis for such termination. Upon
      the
      expiration of such period, EMORY shall provide written notice of termination
      to
      CBT, effective upon receipt, unless CBT has cured the material breach or the
      other basis for such proposed termination. Such notice and termination shall
      not
      prejudice EMORY's right to receive Earned Royalties accrued prior to
      termination, or other sums due hereunder and shall not prejudice any cause
      of
      action or claim of EMORY accrued or to accrue on account of any breach or
      default by CBT.

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

     

    12.4 Termination
      by CBT.
      CBT
      shall have the right to terminate this Agreement pursuant to the provisions
      below, provided that CBT has given EMORY the notice required in accordance
      with
      Section 12.5:

     

    (a) CBT
      may
      terminate this Agreement upon breach by EMORY of a material term of the
      Agreement; or

     

    (b) CBT
      may
      terminate this Agreement upon CBT's convenience and written notice of such
      termination given to EMORY at least ninety (90) days prior to the date of such
      termination.

     

    12.5 Exercise.
      CBT may
      exercise its right of termination pursuant to Section 12.4(a), by giving EMORY
      sixty (60) days' prior written notice of CBT's election to terminate and by
      providing in its termination notice the basis for such termination. Upon the
      expiration of the sixty (60) day period, CBT shall provide written notice of
      termination to EMORY, effective upon receipt, unless EMORY has cured the breach.
      Such notice of termination shall not prejudice any cause of action or claim
      of
      CBT accrued or to accrue on account of any breach or default by EMORY.


     

    12.6 Effect
      for Certain Terminations.
      If this
      Agreement is terminated as a result of CBT's uncured material breach pursuant
      to
      Section 12.2(a), or otherwise pursuant to the other provisions of Section 12.2,
      then CBT shall return to EMORY, or at EMORY's direction, destroy all data,
      writings and other documents and tangible materials supplied to CBT by EMORY.
      

     

    12.7 Further
      Rights to Emory.
      If this
      Agreement is terminated pursuant to Section 12.2 or 12.4(b), CBT shall further,
      upon EMORY's request and with no need for additional consideration, grant to
      EMORY an exclusive, worldwide, fully paid, perpetual license, with full rights
      to sublicense, under all of CBT's rights in any Licensed Patents to practice
      Licensed Patents. Further, at EMORY’s request, CBT agrees to negotiate in good
      faith for an agreement, which shall be on commercially reasonable terms, under
      which CBT would provide to EMORY and grant the rights to use full and complete
      copies of all toxicity, efficacy, and other data generated by CBT or CBT's
      Affiliates, (including by contractors or agents on their behalf) in the course
      of CBT's efforts to develop Licensed Products or obtain governmental approval
      for the Sale of Licensed Products, for use in connection with the development
      and commercialization of Licensed Products. Under the terms of such agreement
      (if entered into): (i) EMORY would be authorized to provide such data pertaining
      to the Licensed Patents and Licensed Technology to any Third Party with a bona
      fide interest in licensing such technology, (ii) such data would be provided
      on
      a confidential basis, provided, however, that if such Third Party concludes
      a
      license with EMORY, such Third Party would be free to use such data for all
      purposes, including to obtain government approvals to sell products.


     

    12.8 Failure
      to Enforce.
      The
      failure of either Party, at any time, or for any period of time, to enforce
      any
      of the provisions of this Agreement, shall not be construed as a waiver of
      such
      provisions or as a waiver of the right of either Party’s thereafter to enforce
      each and every such provision of this Agreement.

     

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      13. ASSIGNMENT

     

    CBT
      may
      grant, transfer, convey, or otherwise assign any or all of its rights and
      obligations under this Agreement in conjunction with a merger, acquisition
      or
      the transfer of all, or substantially all, of the business interests of CBT
      to
      which this Agreement relates. EMORY's written consent, which shall not be
      unreasonably withheld, shall be required prior to any other assignment of CBT's
      rights or obligations under this Agreement. 

     

    ARTICLE
      14. MISCELLANEOUS

     

    14.1 Dispute
      Resolution.
      EMORY
      and CBT shall initially attempt in good faith to resolve any significant
      controversy, claim, or dispute arising out of or relating to this Agreement
      or
      significant breach thereof (hereinafter referred to as a “Dispute”) through at
      least one face-to-face negotiation between senior executives of the rank of
      at
      least Senior Vice President, or in the case of EMORY and/or CBT, an officer
      of
      EMORY and/or CBT of equivalent rank and with power to bind each of EMORY and/or
      CBT, at the place of business of the Party of whom the meeting is first
      requested, or in the case of a meeting requested by EMORY and CBT, at EMORY.
      If
      the Dispute is not resolved within thirty (30) business days (or such other
      period of time mutually agreed upon by the parties) of commencing such
      face-to-face negotiations, or if the Party against which a claim has been
      asserted refuses to attend such negotiations or does not otherwise participate
      in such negotiations within thirty (30) business days (or such other period
      of
      time mutually agreed upon by the Parties) from the date of notice of a Dispute,
      then the Parties agree to submit the Dispute to arbitration conducted under
      the
      auspices of the American Arbitration Association pursuant to that organization’s
      rules for commercial arbitration. Any hearings shall be held in Atlanta,
      Georgia. 

     

    14.2 Export
      Controls.
      CBT
      acknowledges that EMORY is subject to United States laws and regulations
      controlling the export of technical data, biological materials, chemical
      compositions and other commodities and that EMORY's obligations under this
      Agreement are contingent upon compliance with applicable United States export
      laws and regulations. The transfer of technical data, biological materials,
      chemical compositions and commodities may require a license from the cognizant
      agency of the United States government or written assurances by CBT that CBT
      shall not export data or commodities to certain foreign countries without the
      prior approval of certain United States agencies. EMORY neither represents
      that
      an export license shall not be required nor that, if required, such export
      license shall issue.

     

    14.3 Legal
      Compliance.
      CBT
      shall comply with all laws and regulations relating to its manufacture, use,
      Sale, labeling or distribution of Licensed Products and shall not take any
      action which would cause EMORY or CBT to violate any applicable laws or
      regulations.

     

    14.4 Independent
      Contractor.
      CBT's
      relationship to EMORY shall be that of a licensee only. CBT shall not be the
      agent of EMORY and shall have no authority to act for, or on behalf of, EMORY
      in
      any matter. Persons retained by CBT as employees or agents shall not, by reason
      thereof, be deemed to be employees or agents of EMORY.

     

    14.5 Patent
      Marking.
      CBT
      shall mark Licensed Products Sold in the United States with the relevant United
      States patent numbers. Licensed Products manufactured or Sold in other countries
      shall be marked in compliance with the intellectual property laws in force
      in
      such foreign countries.

     

    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    

     

    14.6 Use
      of
      Names.
      CBT
      shall obtain the prior written approval of EMORY prior to making use of the
      name
      of any EMORY employee or the name EMORY for any commercial purpose, except as
      required to comply with law, regulation or court order.

     

    14.7 Place
      of Execution.
      This
      Agreement and any subsequent modifications or amendments hereto shall be deemed
      to have been executed in the State of Georgia, U.S.A. This Agreement shall
      not
      become effective or binding upon EMORY until signed by its Assistant Vice
      President and Director, Office of Technology Transfer in the State of Georgia,
      U.S.A. 

     

    14.8 Governing
      Law.
      This
      Agreement and all amendments, modifications, alterations, or supplements hereto,
      and the rights of the parties hereunder, shall be construed under and governed
      by the laws of the State of Georgia and the United States of America.


     

    14.9 Entire
      Agreement.
      This
      Agreement and the Appendices attached hereto and incorporated herein constitutes
      the entire agreement between EMORY and CBT with respect to the subject matter
      hereof and shall not be modified, amended or terminated, except as herein
      provided or except by another agreement in writing executed by the parties
      hereto.

     

    14.10 Survival.
      Articles 10 and 11 shall survive termination of this Agreement for any reason.
      Sections 12.6 and 12.7 shall survive termination pursuant to Section 12.2 or
      Section 12.4(b), as applicable. 

     

    14.11 Severability.
      All
      rights and restrictions contained herein may be exercised and shall be
      applicable and binding only to the extent that they do not violate any
      applicable laws and are intended to be limited to the extent necessary so that
      they will not render this Agreement illegal, invalid or unenforceable. If any
      provision or portion of any provision of this Agreement, not essential to the
      commercial purpose of this Agreement, shall be held to be illegal, invalid
      or
      unenforceable by a court of competent jurisdiction, it is the intention of
      the
      parties that the remaining provisions or portions thereof shall constitute
      their
      agreement with respect to the subject matter hereof, and all such remaining
      provisions, or portions thereof, shall remain in full force and effect. To
      the
      extent legally permissible, any illegal, invalid or unenforceable provision
      of
      this Agreement shall be replaced by a valid provision which shall implement
      the
      commercial purpose of the illegal, invalid, or unenforceable provision. In
      the
      event that any provision essential to the commercial purpose of this Agreement
      is held to be illegal, invalid or unenforceable and cannot be replaced by a
      valid provision which will implement the commercial purpose of this Agreement,
      the Party who is the beneficiary of such illegal, invalid or unenforceable
      provision has the right to terminate this Agreement upon written notice,
      effective upon receipt, to the other Party.

     

    14.12 Force
      Majeure.
      Any
      delays in, or failure of performance of any Party to this Agreement, shall
      not
      constitute a default hereunder, or give rise to any claim for damages, if and
      to
      the extent caused by occurrences beyond the control of the Party affected,
      including, but not limited to, acts of God, strikes or other concerted acts
      of
      workmen, civil disturbances, fires, floods, explosions, riots, war, rebellion,
      sabotage, acts of governmental authority or failure of governmental authority
      to
      issue licenses or approvals which may be required.

     

    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    

     

    14.13 Counterparts.
      This
      Agreement may be executed in one or more counterparts, each of which shall
      be
      deemed an original, but all of which shall constitute one and the same
      instrument.

     

    ARTICLE
      15. NOTICES

     

    All
      notices, statements, and reports required to be given by one Party to the other
      shall be in writing and shall be deemed to have been given upon delivery in
      person or upon the expiration of five (5) days after deposit in a lawful mail
      depository in the country of residence of the Party giving the notice,
      registered or certified postage prepaid, and addressed as follows:

     

    To
      EMORY:

    Office
      of
      Technology Transfer

    Attn:
      Director

    Emory
      University

    North
      Decatur Bldg., Suite 130

    1784
      N.
      Decatur Road

    Atlanta,
      Georgia 30322

     

    To
      CBT:

    Attn:
      Chief Executive Officer

    Cougar
      Biotechnology, Inc.

    10940
      Wilshire Blvd.

    Suite
      600

    Los
      Angeles, California 90024

     

     

    Either
      Party hereto may change the address to which notices to such Party are to be
      sent by giving notice to the other Party at the address and in the manner
      provided above. Any notice may be given, in addition to the manner set forth
      above, by telex, facsimile or cable, provided that the Party giving such notice
      obtains acknowledgement by telex, facsimile or cable that such notice has been
      received by the Party to be notified. Notice made in this manner shall be deemed
      to have been given when such acknowledgement has been transmitted. 

     

    


    [Signature
      page follows]

     

    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF,
      EMORY
      and CBT have caused this Agreement to be signed, under seal, by their duly
      authorized representatives, as of the day and year indicated below.

     

    
      
        	
                EMORY
                  UNIVERSITY:

              	
                COUGAR
                  BIOTECHNOLOGY, INC.

              
	 	 
	 	 
	
                By: 
                  /s/ Todd T. Sherer

              	
                By:
                   /s/ Alan H. Auerbach

              
	
                Name:
                  Todd T. Sherer, Ph.D.

              	
                Name:
                  Alan H. Auerbach

              
	
                Title: 
                  Asistant Vice President and Director Office
                  of Technology Transfer

              	
                Title:
                  Chief Executive Officer

              
	
              	 
	
                Date: 
                  2-25-2004

              	
                Date: 
                  3-9-2004

              


      



     

    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    

     

    APPENDIX
      “A”

     

    LICENSED
      PATENTS

     

    


    Licensed
      Patents shall include, but not be limited to, the following issued patents
      and
      pending patent applications:

     

    
      	1.	
              United
                States Patent No.: 6,376,516, titled: “Noscapine Derivatives, Useful as
                Anticancer gents”;

            


    

    
      	
              2.

            	
              International
                Patent Application No.: PCT/US98/14979, titled: “Noscapine Derivatives,
                Useful as Anticancer Agents”;

            


    

    
      	
              3.

            	
              United
                States Patent Application No.: 09/558,042, titled: “Noscapine Derivatives
                as Adjuvant Compositions and Methods of Use
                Thereof”;

            


    

    
      	
              4:

            	
              United
                States Patent Application No.: 10/288,442, titled: “Noscapine Derivatives
                as Adjuvant Compositions and Methods of Use
                Thereof”;

            


    

    
      	
              5.

            	
              International
                Patent Application No.: PCT/US00/11082, titled: “Noscapine Derivatives as
                Adjuvant Compositions and Methods of Use
                Thereof”;

            


    

    
      	
              6.

            	
              Canadian
                Patent Application No.: 2,370,643, titled: “Noscapine Derivatives as
                Adjuvant Compositions and Methods of Use
                Thereof”;

            


    

    
      	
              7.

            	
              European
                Patent Application No.: 00928370.6, titled: “Noscapine Derivatives as
                Adjuvant Compositions and Methods of Use Thereof”;
                and

            


    

    
      	
              8.

            	
              United
                States Patent No.: 6,673,814, titled: “Delivery Systems and Methods for
                Noscopine and Noscapine Derivatives, Useful as Anticancer
                Agents”.

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    APPENDIX
“C”


    

      RESEARCH
        AGREEMENT

       

      THIS
        RESEARCH AGREEMENT (hereinafter referred to as “Agreement”) is made and entered
        into as of this 28th day of May, 2004 (hereinafter referred to as “Effective
        Date”), by and between EMORY UNIVERSITY, a non-profit Georgia corporation with
        offices located at North Decatur Bldg., Suite 130, 1784 N. Decatur Road,
        Atlanta, Georgia 30322 USA (hereinafter referred to as “EMORY”), and COUGAR
        BIOTECHNOLOGY, INC. a for-profit Delaware corporation with offices at 10940
        Wilshire Blvd., Suite 600, Los Angeles, California 90024 USA (hereinafter
        referred to as “CBT”).

       

      WITNESSETH

       

      WHEREAS,
        EMORY and CBT have entered into a License Agreement (hereinafter referred
        to as
“License Agreement”), dated the 23rd 
        day of
        February, 2004 wherein EMORY grants to CBT the exclusive right and license
        to
        practice Licensed Patents and Licensed Technology;

       

      WHEREAS,
        CBT wants to fbnd a research project to be performed at EMORY relating to
        the
        subject matter of the Licensed Patents and Licensed Technology (hereinafter
        referred to as “Project”); and

       

      WHEREAS,
        EMORY wants to perform such Project.

       

      NOW,
        THEREFORE, in consideration of the premises and mutual covenants herein
        contained, the parties hereto agree to the following:

       

      ARTICLE
        1.
        DEFINITIONS

       

      All
        initially capitalized terms not defined herein shall have the meanings set
        forth
        in the License Agreement. For the purposes of this Agreement, the following
        capitalized terms shall have the following meanings:

       

      
        	
                1.1

              	
                “Agreement”
                  or “Research Agreement” shall mean this Agreement, including all
                  Appendices attached to this
                  Agreement.

              


      

       

      
        	
                1.2

              	
                “Contract
                  Period” shall be from the Effective Date of this Agreement through
                  December 1, 2005 and may be extended or renewed only by mutual
                  written
                  agreement between the Parties. 

              


      

       

      
        	
                1.3

              	
                “Dollars”
                  shall mean United States dollars. 

              


      

       

      
        	
                1.4

              	
                “EMORY
                  Intellectual Property” shall mean those inventions, improvements or
                  discoveries, whether or not patentable, owned by Emory, which are
                  not
                  Licensed Patents or Licensed Technology and either pre-exist the
                  Effective
                  Date or result from work performed by one or more employees of
                  Emory not
                  pursuant to the Project. 

              


      

       

      
        
          
          

        

        
          Page
            1 of
            18

          
            

          

        

        
          
          

        

      

      
        	
                1.5

              	
                “EMORY
                  Project Intellectual Property” shall mean those inventions, improvements
                  or discoveries, whether or not patentable, that pertain to Licensed
                  Products and are conceived or made solely by one or more employees
                  of
                  EMORY during the Contract Period and directly resulting from work
                  performed pursuant to the Project.

              


      

       

      
        	
                1.6

              	
                “Investigator”
                  shall mean any Emory researcher performing work pursuant to this
                  Agreement.

              


      

       

      
        	
                1.7

              	
                “Joint
                  Project Intellectual Property” shall mean those inventions, improvements
                  or discoveries, whether or not patentable, that pertain to Licensed
                  Products and are conceived or made by one or more employees of
                  EMORY and
                  CBT during the Contract Period and directly resulting from work
                  performed
                  pursuant to the Project.

              


      

       

      
        	
                1.8

              	
                “CBT
                  Intellectual Property” shall mean those inventions, improvements or
                  discoveries, whether or not patentable, owned by CBT, which pre-exist
                  the
                  Effective Date or result from work performed by one or more employees
                  of
                  CBT not pursuant to the Project.

              


      

       

      
        	
                1.9

              	
                “Other
                  EMORY Project Intellectual Property” shall mean those inventions,
                  improvements or discoveries, whether or not patentable, that (a)
                  are
                  conceived or made solely by one or more employees of EMORY during
                  the
                  Contract Period and directly resulting from work performed pursuant
                  to the
                  Project, and (b) are not EMORY Project Intellectual
                  Property.

              


      

       

      
        	
                1.10

              	
                “Other
                  Joint Project Intellectual Property” shall mean those inventions,
                  improvements or discoveries, whether or not patentable, that (a)
                  are
                  conceived or made by one or more employees of EMORY and CBT during
                  the
                  Contract Period and directly resulting from work performed pursuant
                  to the
                  Project, and (b) are not Joint Project Intellectual Property.
                  

              


      

       

      
        	
                1.11

              	
                “Parties”
                  shall mean EMORY and CBT and “Party” shall mean either
                  one.

              


      

       

      
        	
                1.12

              	
                “Principal
                  Investigator” shall mean Dr. Harish C.
                  Joshi.

              


      

       

      
        	
                1.13

              	
                “Project”
                  shall mean the project titled: “Determination of optimal amount of
                  noscapine exposure required to kill cancer cells without affecting
                  normal
                  cells” which is described in Appendix “A” herein, to be performed under
                  the direction of Dr. Harish Joshi.

              


      

       

      
        	
                1.14

              	
                “Third
                  Party” shall mean any entity or individual other than EMORY, CBT or an
                  Affiliate of either of them.

              


      

       

      
        
          
          

        

        
          Page
            2 of
            18

          
            

          

        

        
          
          

        

      

      ARTICLE
        2.
        PRINCIPAL INVESTIGATOR

       

      If
        for
        any reason the Principal Investigator is unwilling or unable to continue
        to
        serve as the Principal Investigator, EMORY shall, subject to CBT’s prior written
        approval, designate a substitute Principal Investigator. In the event that
        a
        substitute cannot be agreed upon by EMORY and CBT, this Agreement may be
        terminated as provided for in Article 12 herein.

       

      ARTICLE
        3.
        RESEARCH WORK

       

      EMORY
        shall commence performance of the Project promptly after the Effective Date
        and
        shall use reasonable efforts to perform the Project in accordance with the
        terms
        and conditions of this Agreement. CBT and EMORY may, at any time, amend the
        Project by written mutual agreement.

       

      ARTICLE
        4.
        REPORTS AND CONFERENCES

       

      During
        the Contract Period of this Agreement, representatives of EMORY shall be
        available to meet with representatives of CBT at times and places mutually
        agreed upon to discuss the Project. EMORY will submit a final written report
        within forty five (45) days of the conclusion of the Contract Period or earlier
        termination of the Project, whichever is later.

       

      ARTICLE
        5.
        COSTS, BILLINGS, AND OTHER SUPPORTS

       

      
        	
                5.1

              	
                CBT
                  shall pay to EMORY Seventy-Five Thousand Dollars ($75,000) of direct
                  research funds plus fifty-two percent (53%) for EMORY’S benefits and
                  overhead in the amount Thirty Nine Thousand Dollars ($39,750) in
                  unrestricted indirect funding to EMORY. The total grant amount
                  to be
                  provided is $114,750.00. This total grant amount shall be payable
                  to EMORY
                  in two payments as follows: 

              


      

       

      
        	 	
                (i)

              	
                75%
                  of the total grant amount, Eighty Six Thousand Sixty Two Dollars
                  and Fifty
                  Cents ($86,062.50), shall be paid within thirty (30) days of execution
                  of
                  this Agreement 

              


      

       

      
        	 	
                (ii)

              	
                25%
                  of the total grant amount, Twenty Six Thousand, Six Hundred Eighty
                  Seven
                  Dollars and Fifty Cents ($26,687.50), shall be paid within thirty
                  (30)
                  days of receipt by CBT of the final
                  report.

              


      

       

      
        	
                5.2

              	
                All
                  payments shall refer to this Agreement and the Principal Investigator.
                  Checks will be made payable to Emory
                  University
                  (tax ID - ) and forwarded to the following
                  address:

              


      

       

      
        
          
          

        

        
          Page
            3 of
            18

          
            

          

        

        
          
          

        

      

      Attn:
        Kathleen Hall, Assistant Director

      Office
        of
        Grants & Contracts Accounting

      North
        Decatur Bldg., Suite 530

      1784
        N.
        Decatw Road

      Atlanta,
        GA 30322

      


      
        	
                5.3

              	
                In
                  the event of termination of this Agreement by CBT pursuant to Paragraphs
                  12.2 or 12.3(a) herein, CBT shall pay all costs accrued by EMORY
                  as of the
                  date of termination, including non-cancelable
                  obligations.

              


      

       

      
        	
                5.4

              	
                In
                  the event of termination of this Agreement by CBT pursuant to Paragraph
                  12.3(b) herein, CBT shall pay to EMORY any remaining unpaid portion
                  of the
                  total Project costs of Paragraph
                  5.1.

              


      

       

      ARTICLE
        6.
        PUBLICITY

       

      
        	
                6.1

              	
                CBT
                  and EMORY shall not use, expressly or by implication, any trademark,
                  trade
                  name, abbreviation, or adaptation thereof, or the name of the other
                  Party
                  in any public communication without the express written approval
                  of the
                  Party whose name is to be used; provided, however that the limitations
                  in
                  this Article 6 shall not apply to use by CBT OR EMORY which may
                  be
                  necessary or appropriate in (a) any documents to a federal, state,
                  or
                  local governmental agency, (b) scientific publications, (c) grant
                  applications (d) institutional reports or (e) as may be required
                  to comply
                  with law, regulation or court order. Notwithstanding the foregoing,
                  either
                  Party may publish or otherwise publicly disclose the fact that
                  it has a
                  contractual relationship with the other
                  Party.

              


      

       

      
        	
                6.2

              	
                CBT
                  and EMORY shall not use, nor authorize others to use, the name,
                  symbols,
                  marks or logos of the other Party in any advertising or publicity
                  material
                  or make any form of representation or statement in relation to
                  the Project
                  which would constitute an express or implied endorsement by the
                  other
                  Party of any commercial product or service without prior written
                  approval
                  from the other Party.

              


      

       

      ARTICLE
        7.
        PUBLICATIONS

       

      EMORY
        Project researchers shall be authorized to present at national or regional
        symposia and professional meetings and to publish in journals, theses or
        dissertations, or otherwise of their own choosing, methods and results of
        the
        Project. EMORY shall provide CBT with a copy of any proposed publication
        or
        presentation at least thirty (30) days in advance of submission of such proposed
        publication or presentation to a journal, editor, or other third party. CBT
        shall have 30 days, after receipt of said copy, to object to such proposed
        presentation or proposed publication because it discloses CBT’s Confidential
        Information or patentable subject matter that CBT wishes to protect. If CBT
        makes an objection during such 30-day period, CBT, EMORY and the Principal
        Investigator shall meet, before such presentation or before submitting any
        proposed publication to a third party, for the purpose of making good faith
        efforts to discuss and resolve all issues raised by the objection. CBT may
        require the author(s) of such publication, presentation, or abstract not
        to
        publish or present such material, in whole or in part, as is reasonably
        appropriate, for a period not to exceed thirty (30) days after the date of
        such
        meeting between the parties (or such other period as the parties may mutually
        agree upon), during which time CBT may elect to pursue patent protection
        with
        EMORY in the manner provided for in Article 9 herein. If CBT does not provide
        EMORY or the Principal Investigator in writing any objection to the proposed
        publication or otherwise inform EMORY or the Principal Investigator in writing
        on or before the expiration of such 30-day period that the submission,
        publication or presentation of a proposed publication must be delayed, the
        Principal Investigator, such other researchers and/or EMORY shall be free
        to
        publish or present such proposed publication without restriction as provided
        for
        herein.

       

      
        
          
          

        

        
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      ARTICLE
        8.
        MUTUAL CONFIDENTIALITY

       

      Each
        Party shall endeavor to provide proprietary information to the other Party
        in
        written form. If it is not possible to provide such information in writing
        at
        the time of initial disclosure, such information shall be reduced to writing
        and
        shall be provided to the other Party in written form, marked as proprietary
        or
        confidential within thirty (30) days of the initial disclosure. Any written
        information and data provided under this Agreement and marked as proprietary
        or
        confidential shall be deemed “Information” and shall be governed by the
        confidentiality and non-use provisions in Article 11 of the License
        Agreement.

       

      ARTICLE
        9.
        INTELLECTUAL PROPERTY AND PATENTS

       

      
        	
                9.1

              	
                Inventorship
                  shall be determined according to United States Patent
                  law.

              


      

       

      
        	
                9.2

              	
                All
                  right and title to EMORY Intellectual Property shall belong to
                  EMORY and
                  shall not be subject to the terms and conditions of this Agreement.
                  No
                  rights in EMORY Intellectual Property are provided to CBT under
                  any
                  patents, patent applications, trade secrets or other proprietary
                  rights of
                  EMORY.

              


      

       

      
        	
                9.3

              	
                All
                  right and title to CBT Intellectual Property shall belong to CBT
                  and shall
                  not be subject to the terms and conditions of this Agreement. No
                  rights in
                  CBT Intellectual Property are provided to EMORY under any patents,
                  patent
                  applications, trade secrets or other proprietary rights of CBT.
                  

              


      

       

      
        	
                9.4

              	
                All
                  right and title to EMORY Project Intellectual Property shall belong
                  to
                  EMORY and shall be Licensed Patents or Licensed Technology, and
                  shall be
                  subject to the rights and obligations and terms and conditions
                  of the
                  License Agreement.

              


      

       

      
        
          
          

        

        
          Page
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            18

          
            

          

        

        
          
          

        

      

      
        	
                9.5

              	
                All
                  right and title to Joint Project Intellectual Property shall belong
                  jointly to EMORY and to CBT and shall be Licensed Patents or Licensed
                  Technology, and shall be subject to the terms and conditions of
                  the
                  License Agreement.

              


      

       

      
        	
                9.6

              	
                All
                  right and title to Other EMORY Project Intellectual Property shall
                  belong
                  to EMORY and shall be subject to the terms and conditions of this
                  Agreement.

              


      

       

      
        	
                9.7

              	
                All
                  right and title to Other Joint Project Intellectual Property shall
                  belong
                  jointly to EMORY and to CBT and shall be subject to the rights
                  and
                  obligations and terms and conditions of this
                  Agreement.

              


      

       

      
        	
                9.8

              	
                Within
                  sixty (60) days of receiving a disclosure of EMORY Project Intellectual
                  Property from the Principal Investigator and/or Investigators,
                  EMORY shall
                  fully disclose such EMORY Project Intellectual Property to CBT.
                  CBT agrees
                  to hold all such EMORY disclosures in confidence until a patent
                  application(s) is filed to protect any invention(s) encompassed
                  within the
                  EMORY Project Intellectual Property, as provided for herein. Within
                  sixty
                  (60) days of receiving such disclosure from EMORY, CBT shall notify
                  EMORY
                  in writing if it wants EMORY to pursue patent protection for the
                  EMORY
                  Project Intellectual Property. Pursuant to Paragraph 7.1.1 of the
                  License
                  Agreement. EMORY shall be primarily responsible for all patent
                  prosecution
                  activities pertaining to the EMORY Project Intellectual Property.
                  Pursuant
                  to Paragraph 7.1.2 of the License Agreement, CBT shall bear all
                  out-of-pocket costs in connection with such preparation, filing,
                  prosecution, and maintenance of U.S. and foreign application(s).
                  CBT shall
                  cooperate with EMORY to assure that such applications will cover,
                  to the
                  best of CBT’s knowledge, all items of commercial interest and importance.
                  CBT shall be given the opportunity to review and comment upon such
                  patent
                  applications. EMORY shall keep CBT advised as to all developments
                  with
                  respect to such applications and shall promptly supply CBT with
                  copies of
                  all papers received and filed in connection with the prosecution
                  thereof
                  in sufficient time for CBT to comment
                  thereon.

              


      

       

      
        	
                9.9

              	
                EMORY
                  and CBT shall promptly and fully disclose to the other Party any
                  Joint
                  Project Intellectual Property. Both Parties agree to hold all such
                  disclosures in confidence until a patent application(s) is filed
                  to
                  protect any invention(s) encompassed within the Joint Project Intellectual
                  Property, as provided for herein. Within sixty (60) days of receiving
                  such
                  disclosure from EMORY, CBT shall notify EMORY in writing if it
                  wants EMORY
                  to pursue patent protection for the Joint Project Intellectual
                  Property.
                  Pursuant to Paragraph 7.2.1 of the License Agreement, EMORY shall
                  be
                  primarily responsible for all patent prosecution activities pertaining
                  to
                  Joint Project Intellectual Property. Pursuant to Paragraph 7.2.2
                  of the
                  License Agreement, CBT shall bear all out-of-pocket costs incurred
                  in
                  connection with such preparation, filing, prosecution, and maintenance
                  of
                  U.S. and foreign application(s). CBT shall cooperate with EMORY
                  to assure
                  that such application(s) will cover, to the best of CBT’ knowledge, all
                  items of commercial interest and importance. CBT shall be given
                  the
                  opportunity to review and comment upon such patent applications.
                  EMORY
                  shall keep CBT advised as to all developments with respect to such
                  applications and shall promptly supply CBT with copies of all papers
                  received and filed in connection with the prosecution thereof in
                  sufficient time for CBT to comment
                  thereon.

              


      

       

      
        
          
          

        

        
          Page
            6 of
            18

          
            

          

        

        
          
          

        

      

      
        	
                9.10

              	
                Within
                  sixty (60) days of receiving a disclosure of any Other EMORY Project
                  Intellectual Property from the Principal Investigator and/or
                  Investigators, EMORY shall fully disclose such Other EMORY Project
                  Intellectual Property to CBT. CBT agrees to hold all such disclosed
                  Other
                  EMORY Project Intellectual Property in confidence until a patent
                  application is filed to protect any invention encompassed within
                  the EMORY
                  Project Intellectual Property, as provided for herein. Within sixty
                  (60)
                  days of receiving such disclosure from EMORY, CBT shall notify
                  EMORY in
                  writing if it wants EMORY to pursue patent protection for the Other
                  EMORY
                  Project Intellectual Property. EMORY shall promptly prepare, file
                  and
                  prosecute any U.S. or foreign applications requested by CBT to
                  protect the
                  Other EMORY Project Intellectual Property. CBT shall bear all costs
                  incurred in connection with such preparation, filing, prosecution,
                  and
                  maintenance of U.S. and foreign applications. CBT shall cooperate
                  with
                  EMORY to assure that such applications will cover, to the best
                  of CBT’s
                  knowledge, all items of commercial interest and importance. EMORY
                  shall be
                  primarily responsible for making decisions regarding the scope
                  and content
                  of such patent applications and the prosecution thereof. CBT shall
                  be
                  given the opportunity to review and comment upon such patent applications.
                  EMORY shall keep CBT advised as to all developments with respect
                  to such
                  applications and shall promptly supply CBT with copies of all papers
                  received and filed in connection with the prosecution thereof in
                  sufficient time for CBT to comment
                  thereon.

              


      

       

      
        	
                9.11

              	
                EMORY
                  and CBT shall promptly and fully disclose to the other Party any
                  Other
                  Joint Project Intellectual Property. Both Parties agree to hold
                  all such
                  disclosures in confidence until a patent application is filed to
                  protect
                  any invention encompassed within the Joint Project Intellectual
                  Property,
                  as provided for herein. Within sixty (60) days of a disclosure,
                  CBT shall
                  notify EMORY in writing if it wants EMORY to pursue patent protection
                  for
                  the Other Joint Project Intellectual Property. EMORY shall promptly
                  prepare, file and prosecute any U.S. or foreign applications requested
                  by
                  CBT to protect the Other Joint Project Intellectual Property. CBT
                  shall
                  bear all costs incurred in connection with such preparation, filing,
                  prosecution, and maintenance of U.S. and foreign applications.
                  CBT shall
                  cooperate with EMORY to assure that such applications will cover,
                  to the
                  best of CBT’s knowledge, all items of commercial interest and importance.
                  EMORY shall be primarily responsible for making decisions regarding
                  the
                  scope and content of such patent applications and the prosecution
                  thereof.
                  CBT shall be given the opportunity to review and comment upon such
                  patent
                  applications. EMORY shall keep CBT advised as to all developments
                  with
                  respect to such applications and shall promptly supply CBT with
                  copies of
                  all papers received and filed in connection with the prosecution
                  thereof
                  in sufficient time for CBT to comment thereon. EMORY shall advise
                  such
                  patent counsel in writing that for purposes of such patent activities,
                  such counsel represents both EMORY and
                  CBT.

              


      

       

      
        
          
          

        

        
          Page
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                9.12

              	
                If
                  CBT elects not to request that EMORY prepare and file a patent
                  application
                  covering any Other EMORY Project Intellectual Property pursuant
                  to
                  Paragraph 9.10 herein or if CBT decides to discontinue the financial
                  support of the prosecution or maintenance of any patent applications
                  or
                  patents covering such Other EMORY Project Intellectual Property,
                  such
                  Other EMORY Project Intellectual Property shall not be subject
                  to Article
                  10 herein and EMORY shall be free, at its election, to file, prosecute,
                  abandon or maintain any patents or applications covering such Other
                  EMORY
                  Project Intellectual Property and to grant rights to such Other
                  EMORY
                  Project Intellectual Property to other Third
                  Parties.

              


      

       

      
        	
                9.13

              	
                If
                  CBT elects not to request that EMORY prepare and file a patent
                  application
                  covering any Other Joint Project Intellectual Property pursuant
                  to
                  Paragraph 9.1 1 herein or if CBT decides to discontinue the financial
                  support of the prosecution or maintenance of any patent applications
                  or
                  patents covering such Other Joint Project Intellectual Property,
                  such
                  Other Joint Project Intellectual Property shall not be subject
                  to Article
                  10 herein and EMORY shall be free, at its election, to file, prosecute,
                  abandon or maintain any patents or applications covering such Other
                  Joint
                  Project Intellectual Property and to grant its rights to such Other
                  Joint
                  Project Intellectual Property to other third
                  parties.

              


      

       

      ARTICLE
        10.
        GRANT OF RIGHTS

       

      
        	
                10.1

              	
                Option.
                  Subject to CBT’ s compliance with all the terms of this Agreement and
                  subject to any pre-existing rights of any third parties, including
                  the
                  United States Government, EMORY hereby grants CBT a hlly paid-up
                  exclusive
                  option to negotiate an exclusive, sublicensable, worldwide license
                  for the
                  development, manufacture, sale and use of any invention encompassed
                  within
                  Other EMORY Project Intellectual Property or Other Joint Project
                  Intellectual Property on terms to be mutually agreed
                  upon.

              


      

       

      
        	
                10.2

              	
                License
                  Terms.
                  The license agreement of Paragraph 10.1 herein, shall include terms
                  which
                  require CBT to reimburse EMORY for all unreimbursed expenses approved
                  by
                  CBT as provided for in Paragraphs 9.10 and 9.1 1 herein, incurred
                  in
                  obtaining patent protection for the licensed technology that is
                  covered by
                  Paragraph 10.1 herein, and shall further require CBT to hold harmless,
                  and
                  indemnify EMORY against all third party claims or damages arising
                  from the
                  commercial exploitation of any such licensed technology. The license
                  agreement shall include commercially reasonable fees and royalty
                  payments
                  in accordance with industry standards. The license shall further
                  include
                  terms and conditions typically found in license agreements entered
                  into
                  between universities and companies involving similar technology.
                  All such
                  license terms and conditions shall be negotiated in good faith
                  by EMORY
                  and CBT.

              


      

       

      
        
          
          

        

        
          Page
            8 of
            18

          
            

          

        

        
          
          

        

      

      
        	
                10.3

              	
                Option
                  Term.
                  The term of CBT’s option of Paragraph 10.1 herein, respecting any Other
                  EMORY Project Intellectual Property or Other Joint Project Intellectual
                  Property shall commence upon the Effective Date and terminate six
                  (6)
                  months after each such disclosure to CBT. CBT may exercise its
                  option to
                  negotiate a license by informing EMORY in writing during the term
                  of the
                  option. 

              


      

       

      
        	
                10.4

              	
                Failure
                  to Enter into License/Non-Exercise of Option.
                  If CBT and EMORY cannot reach agreement on the terms of the license
                  of the
                  technology of Paragraph 10.1 herein, within six (6) months after
                  the date
                  CBT exercised its option in writing or if CBT chooses to not exercise
                  its
                  option during the term of the option, EMORY shall be free to license
                  its
                  interest in such disclosed Other EMORY Project Intellectual Property
                  or
                  Other Joint Project Intellectual Property to other third parties
                  on terms
                  no more favorable than those offered by
                  CBT.

              


      

       

      ARTICLE
        11.
        DATA AND RESULTS OF RESEARCH

       

      EMORY
        shall retain ownership of all data, reports, research notebooks, and information
        which are created or developed solely by EMORY as a result of performing
        the
        Project (the “Data”). EMORY shall, within the bounds of legal requirements, make
        full project Data available for review and copying by CBT, for CBT’s own
        commercial use.

       

      ARTICLE
        12.
        TERM AND TERMINATION

       

      
        	
                12.1

              	
                This
                  Agreement shall become effective upon the Effective Date and shall
                  continue until the end of the Contract Period, unless sooner terminated
                  in
                  accordance with the provisions of this
                  Article.

              


      

       

      
        	
                12.2

              	
                If
                  either party commits any breach or defaults upon any of the material
                  terms
                  or conditions of this Agreement, and fails to remedy such breach
                  or
                  default within sixty (60) days after receipt of written notice
                  thereof
                  from the other party, the party giving notice may, at its option
                  and in
                  addition to any other remedies which it may have at law or in equity,
                  terminate this Agreement by sending notice of termination in writing
                  to
                  the other party to such effect, and such termination shall be effective
                  as
                  of the date of the receipt of such
                  notice.

              


      

       

      
        	
                12.3

              	
                Termination
                  by CBT:

              


      

       

      
        	 	
                (a)

              	
                CBT
                  may terminate this Agreement, upon CBT’s termination of the License
                  Agreement pursuant to sub-paragraph 12.4(a) of the License Agreement,
                  provided that CBT has given EMORY the notice as required in accordance
                  with Paragraph 12.6 of the License Agreement.


              


      

       

      
        
          
          

        

        
          Page
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            18

          
            

          

        

        
          
          

        

      

      
        	 	
                (b)

              	
                CBT
                  may terminate this Agreement at any time upon CBT’s convenience provided
                  that CBT shall provide at least thirty (30) days written notice
                  to
                  EMORY.

              


      

       

      
        	
                12.4

              	
                EMORY
                  may terminate this Agreement, upon EMORY’S termination of the License
                  Agreement, pursuant to Paragraph 12.2 of the License Agreement,
                  provided
                  that EMORY has given CBT the notice as required in accordance with
                  Paragraph 12.3 of the License
                  Agreement.

              


      

       

      
        	
                12.5

              	
                Termination
                  of this Agreement shall not affect the rights and obligations of
                  the
                  Parties that accrued prior to the effective date of
                  termination.

              


      

       

      ARTICLE
        13.
        INDEPENDENT CONTRACTOR

       

      In
        the
        performance of all services hereunder:

       

      
        	
                13.1

              	
                EMORY
                  shall be deemed to be and shall be an independent contractor, and
                  as such,
                  EMORY shall not be entitled to any benefits applicable to employees
                  of
                  CBT.

              


      

       

      
        	
                13.2

              	
                Neither
                  Party is authorized or empowered to act as agent for the other
                  for any
                  purpose and shall not on behalf of the other Party enter into any
                  contract, warranty, or representation as to any
                  matter.

              


      

       

      
        	
                13.3

              	
                Neither
                  Party shall be bound by the acts or conduct of the other
                  Party.

              


      

       

      ARTICLE
        14.
        GOVERNING LAW

       

      This
        Agreement shall be governed and construed in accordance with the laws of
        the
        State of Georgia without regard to conflict of laws provisions.

       

      ARTICLE
        15.
        LIMITATION OF LIABILITY

       

      Neither
        Party shall be liable to the other Party, its Affiliates, customers or
        sublicensees for compensatory, special, incidental, indirect, consequential
        or
        exemplary damages arising out of or in connection with this Agreement, or
        resulting from the manufacture, testing, design, labeling, use or sale of
        Licensed Products.

       

      ARTICLE
        16.
        MISCELLANEOUS

       

      
        	
                16.1

              	
                No
                  amendment, alteration, or modification of this Agreement or any
                  Appendices
                  attached hereto shall be valid unless executed in writing by authorized
                  signatories of both Parties.

              


      

       

      
        	
                16.2

              	
                If
                  any one or more of the provisions of this Agreement shall be held
                  to be
                  invalid, illegal or unenforceable, the validity, legality or
                  enforceability of the remaining provisions of this Agreement shall
                  not in
                  any way be affected or impaired thereby. To the extent legally
                  permissible, any invalid, illegal or unenforceable provision of
                  this
                  Agreement shall be replaced by a valid provision, which shall implement
                  the original intent of the invalid, illegal or unenforceable
                  provision.

              


      

       

      
        
          
          

        

        
          Page
            10 of
            18

          
            

          

        

        
          
          

        

      

      
        	
                16.3

              	
                This
                  Research Agreement and the License Agreement represent the entire
                  agreement of the Parties with respect to the subject matter hereof
                  and
                  they expressly supersedes all previous written and oral communications
                  between the Parties with respect to such subject
                  matter.

              


      

       

      
        	
                16.4

              	
                This
                  Research Agreement shall be binding upon and inure to the benefit
                  of the
                  parties hereto, their respective successors, assigns, legal representative
                  and heirs. This Research Agreement may not be assigned by either
                  Party,
                  whether voluntarily, by operation of law or otherwise, without
                  the prior
                  written consent of the other Party.

              


      

       

      
        	
                16.5

              	
                This
                  Agreement may be executed in one or more counterparts, each of
                  which shall
                  be deemed an original, but all of which shall constitute one and
                  the same
                  instrument.

              


      

       

      
        	
                16.6

              	
                Articles
                  6, 7, 8, 9, 10, 11, 15, and Paragraphs 5.5 and 12.5 shall survive
                  any
                  termination of this Agreement.

              


      

       

      ARTICLE
        17.
        NOTICES

       

      Notices,
        invoices, communications, and payments hereunder shall be deemed made upon
        receipt if sent by registered or certified mail, postage prepaid, or recognized
        courier service and addressed to the Party to receive such notice, invoice,
        or
        communication at the address given below, or such other address as may hereafter
        be designated by notice in writing:

       

      

        
          	
                  If
                    to CBT:

                	
                  Attn:
                    Chief Executive Officer

                
	 	
                  Cougar
                    Biotechnology, Inc.

                
	 	
                  10940
                    Wilshire Blvd., Suite 600

                
	 	
                  Los
                    Angeles, California 90024

                


        

      

       

      If
        to
        EMORY: (all non-Intellectual Property matters):

       

      Attn:
        Shawn Akkerman, PharmD, Associate Director

      Office
        of
        Sponsored Programs - Emory University

      1784
        N.
        Decatur Road, Suite 510

      Atlanta,
        GA 30322

       

      
        
          
          

        

        
          Page
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            18

          
            

          

        

        
          
          

        

      

      If
        to
        EMORY (all Intellectual Property matters):

       

      Attn:
        Director

      Office
        of
        Technology Transfer - Emory University

      1784
        N.
        Decatur Road, Suite 130

      Atlanta,
        GA 30322

       

      


       

      IN
        WITNESS WHEREOF,
        the
        parties have caused this agreement to be executed as of the day and year
        first
        above written.

       

       

      
        	EMORY UNIVERSITY 	 	 	COUGAR BIOTECHNOLOGY, INC.
	 	 	 	 
	By:
	 	 	By:

	
                
                  

                

                Name: Shawn Akkerrnan 

                Title: Associate
                  Director, Office of  Sponsored
                  Programs

              	 	 	
                
                  

                

                Name: Alan H. Auerbach 

                Title:
                  Chief Executive Officer

              
	 	 	 	 
	Date: 	 	 	Date: 
	
                
 	 	 	
                
 


      

      
         

        
          	 PRINCIPAL
                  INVESTIGATOR
                  Read
                    and Acknowledged:

                	 	 	 
	 	 	 	 
	By:
	 	 	 
	
                  
                    

                  

                  Name: Dr. Harish C. Joshi

                  Title: Associate Professor of Cell
                    Biology

                	 	 	
                   

                   

                
	 	 	 	 
	Date:	 	 	 
	
                  
 	 	 	 




        
          
            
            

          

          
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      APPENDIX
        “A”

       

      PROJECT

       

      To
        determine the longest sustained plasma concentration of noscapine that is
        effective in tumor treatment without causing toxicity 

       

      Hypothesis:
        Given
        the
        short half-life of noscapine in circulation (~3
        hours
        after oral intake), a time period much shorter than the cell cycle arrest
        (~12
        to 20
        hours), we predict increased time of noscapine circulation might be more
        effective for tumor treatment.

       

      Significance:
        This
        preclinical knowledge will be necessary to design slow-release pills that
        can
        achieve the maximal efficacy for tumor treatment without severe toxicity
        for
        clinical trials in humans.

       

      The
        Plan:
        To make
        this study more cost effective, we arrived at a conclusion that it should
        be
        done in two to three phases. At this time, only Phase A of the study (described
        below) will be performed. 

       

      Phase
        A. We will test the optimal amount of time of noscapine exposure that can
        most
        efficiently kill cancer cells without affecting the normal human
        cells.

       

      (Budget:
        A total cost of ~$75,OOO)

       

      The
        P.I.
        Time (no cost requested)

       

      Experienced
        postdoc time (salary plus fringe) $40,000.

       

      Supplies
        (‘~35,000):
        Disposable tissue culture plastics, gloves, disposable pipettes and
        pipette-tips. (~$13,000).
        Media
        components, C02, liquid nitrogen, confocal microscopy time. Fetal Calf serum,
        control and experimental drugs, vinca alkaloid, Taxol, noscapine hydrochloride,
        buffers, DNA gel and protein gel reagents, Cost for normal primary human
        foreskin fibroblasts (from our cell bank), fluorescent DNA dyes, FACS time,
        HPLC
        or radioactive methods of cellular noscapine uptake, clearance, kits for
        apoptotic assays etc. (~$22,000).

       

      Background:

       

      Mutations
        that inactivate mitotic checkpoints have recently been defined in several
        types
        of human cancers (Cahill et al., 1998; Jin et al., 1998; Yamaguchi et al.,
        1999;
        Zhou et al., 1999). In fact, a mitotic stress checkpoint gene Chfr (checkpoint
        with FHA and ring finger domain) was found to become inactivated in cells
        owing
        to lack of expression or by mutation in half of human cancers examined (Scolnick
        and Halazonetis, 2000). Furthermore, in addition to its involvement in the
        G1-S
        checkpoint, the presence of intact tumor suppressor gene p53 is also required
        for the spindle checkpoint (Cross et al., 1995). Therefore, the loss of mitotic
        checkpoints in tumor cells might, in fact, be a very common occurrence
        associated with cancer. Cells that lack mitotic checkpoints are highly sensitive
        to mitotic stress caused by microtubule targeting agents. It is thus becoming
        appreciated that such a checkpoint loss might contribute positively toward
        chemotherapeutic outcome of some cancers (Cahill, et al., 1998; Jin et al.,
        1998; Yamaguchi et al., 1999; Zhou et al; 1999).

       

      
        
          
          

        

        
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      The
        first
        indication for the existence of the mitotic checkpoints came fiom the
        observation that certain microtubule depolymerizing agents, such as colchicine
        and vinca alkaloids, as well as agents that form stable bundles of microtubules
        such as taxanes, arrested most dividing cells in mitosis. In addition to
        halting
        the mitotic growth of dividing cells, these agents also block intracellular
        transport of components over long distances that requires intact microtubule
        tracks (see for e.g., Theiss and Meller, 2000). As a result, post-mitotic
        cells
        such as neurons, which rely upon intact cellular microtubules for the
        maintainance of presynaptic termini, are adversely affected by these agents
        (Johnson, 1984, Lyss et al., 1989). Nevertheless, vinca alkaloids and taxanes
        quickly found their way into the clinic despite the predicted side effects
        of
        halting natural cell division (myelosuppression, neuropathies, alopecia,
        and
        colitis) and intracellular transport (peripheral neuropathies) (Lobert and
        Correia, 1992).

       

      Based
        upon structural similarities among a class of microtubule depolymerizing
        agents,
        we identified a small, natural alkaloid, noscapine, that binds
        stoichiometrically to tubulin and substantially alters its autofluorescence
        and
        CD spectra, but does not affect the net level of the cellular microtubule
        polymers (Ye et al., 1998). By recording the dynamic behavior of individual
        microtubules in live cultured mammalian cells, we now know that noscapine
        treatment reduces the transition frequencies between growth and shrinkage
        phases
        without causing a net change in the steady state polymer levels. This subtle
        alteration of microtubule dynamics was sufficient to engage the mitotic
        checkpoint, which delays anaphase onset in many types of cultured cells,
        including primary glia. An NCI screen of 60 human tumor cells revealed that
        noscapine was effectively toxic to many cancer types, including glioblastomas.
        Our preliminary data showed that the cytotoxicity of noscapine on a rat C6
        glioma cells results from a failure to arrest mitosis leading to increased
        ploidy, followed by cell death. However, normal glial cells arrest in mitosis.
        After the removal of the drug, by washing cells with fresh culture medium
        or by
        allowing enough time for the metabolic inactivation of noscapine, the normal
        glial cells resumed the normal cell cycle.

       

      Noscapine
        is a small, water soluble alkaloid from opium and is widely used as an
        antitussive (cough suppressant) agent in Europe and Asia with very little
        evidence of any toxicity (Chopra et al., 1930; reviewed in Joshi and Zhou,
        2000,
        Ke et al., 2000). The bioavailability, pharmacokinetics, half-life, and the
        metabolism of noscapine are relatively well studied both in animals and in
        humans (Dahlstrom et al., 1982, Karlsson 1990). After oral ingestion, the
        serum
        concentration peaks in 2-4 hours and is then cleared mostly through urine,
        primarily as two metabolites (Dahlstrom et al., 1982). These metabolites
        do not
        affect mitosis (Ye and Joshi, 2000, unpublished).

       

      The
        use
        of antineoplastic agents that interact with microtubules represent one
        therapeutic approach to treat tumors that exhibit uncontrolled cell division.
        The mechanism of action of antimitotic agents has been the subject of intensive
        investigation. These agents disrupt the dynamics of microtubules, which are
        essential for mitotic spindle activity. Microtubule-targeting drugs currently
        in
        use either promote excessive stability of microtubules, such as the taxane
        family, or induce depolymerization of microtubules like the vinca alkaloids
        (Jordan and Wilson, 1999). Our prior results suggest that the most prominent
        effect of noscapine is on microtubule dynamics. Noscapine exposure was found
        to
        significantly enhance the percentage of time microtubules spend idle, or
        in a
        paused state, in living cells at micromolar doses (Landen et al.,
        2002).

       

      
        
          
          

        

        
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      Because
        checkpoint mechanisms in tumor cells are frequently faulty (Lengauer et al.,
        1998, Cahill et al, 1999), cancer cells may be more susceptible than normal
        cells to noscapine due to a lack of intact checkpoints to arrest cell cycle
        by
        the compromised microtubule dynamics caused by noscapine. Thus, cancer cells
        may
        not arrest when exposed to noscapine and undergo repeated mitoses and DNA
        duplication events without physically dividing (cytokinesis) leading to
        polyploidy and cell death.

       

      Summary
        of the published preclinical pharmacology profile of noscapine in rodents
        and
        humans

       

      The
        absorption, distribution and elimination rates and routes as well as the
        metabolic fate of noscapine have been studied extensively both in animal
        models
        and in humans. Highest concentrations of noscapine were found in the liver,
        kidney, urinary bladder, fat and subcutaneous tissue five minutes after
        administration by intra venous rout (i.v.). The overall noscapine levels
        in the
        blood, connective tissue and lungs remained fairly constant. Noscapine from
        subcutaneous tissue diffused rapidly from 20- 60 minutes after administration.
        The peak concentration of noscapine after i.v. injection, began clearance
        from
        circulation rapidly (with the half-life of >5 minutes see below) most of the
        dose is found in the large bowel. The majority (85-90%) of noscapine is found
        to
        exit the system within 24 hours without any toxic effects. The appearance
        of
        noscapine in thirteen systems is summarized below:

       

      Distribution
        of radioactivity in various tissues following i.v. injection of 3-H

      Noscapine
        (2ug/g) into mice. Data in ug/g of tissue with the exception of
        plasma

      calculated
        in uc/mL. Mean standard deviation of five animals given

       

      
        	
                Tissue

              	
                1
                  min

              	
                5
                  min

              	
                20
                  min

              	
                60
                  min

              	
                360
                  min

              
	
                Brain

              	
                2.29+.25

              	
                .76+.09

              	
                .35+.02

              	
                .25+.03

              	
                .24+.02

              
	
                Lung

              	
                4.99+.3

              	
                3.16+.31

              	
                1.74+.14

              	
                .88+.09

              	
                .58+.08

              
	
                Heart

              	
                4.1
                  +.25

              	
                1.54+.28

              	
                1.01+.19

              	
                .81+.1

              	
                .39+.09

              
	
                Skin

              	
                1.84+.05

              	
                1.34+.14

              	
                1.18+.12

              	
                .74+.12

              	
                .5+.05

              
	
                Liver

              	
                9.5+.52

              	
                9.11+.97

              	
                4.13+.33

              	
                1.64+.13

              	
                .87+.09

              
	
                Kidney

              	
                6.62+.5

              	
                4.35+.7

              	
                2.49+.19

              	
                .98+.06

              	
                .69+.06

              
	
                Plasma

              	
                4.87+.27

              	
                3.33+.52

              	
                1.62+.29

              	
                1.47+.24

              	
                .45+.05

              
	
                Small
                  Intestine (proximal)

              	
                2.8+.51

              	
                7

              	
                1

              	
                7.14+1.03

              	
                3.22+.55

              
	
                Small
                  Intestine (distal)

              	
                1.62+.22

              	
                1.8+.28

              	
                5.38+1.81

              	
                30.99+2

              	
                12.97+2.09

              
	
                Large
                  Intestine

              	
                1.42+.16

              	
                .91+.23

              	
                1.43+.27

              	
                1.46+.25

              	
                16.01+2.65

              
	
                Total
                  in Intestines

              	
                4.46+.42

              	
                15.40+1.1

                9

              	
                28.17+2.6

              	
                29.04+2.38

              	
                25.29+4.07

              


      

      


      
        
          
          

        

        
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      The
        absorption of noscapine from the gastrointestinal tract (GI tract) is rapid
        and
        complete. From 5 to 60 minutes after i.v., moderate activity was found in
        the
        salivary glands. Noscapine is found to reach the stomach in fifteen minutes,
        to
        the small intestine in 60 minutes, and the large intestine in 3 hours. After
        6
        hours, noscpaine was found in the oral mucosa. A well-marked but temporary
        inhibition of peristalisis was noted along with a paralyzing effect on the
        smooth intestine muscle probably due to depressant action on involuntary
        muscle
        fibers of the intestine wall (Chopra et. al. 1930). Peptic digestion and
        pancreatic enzymes are not affected much by noscapine.

       

      Conclusion:

       

      Given
        the short half life of noscapine in circulation, we predict increased time
        of
        noscapine circulation might be more effective for tumor treatment without
        much
        toxicity to normal cells.

       

      References:

       

      Amon,
        A.
        (1999) The spindle checkpoint. Curr. Opin. Genet. Dev. 9:69-75.

       

      Burke,
        D.J. (2000) Complexity in the spindle checkpoint. Cum. Opin. Genet. Dev.
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      Cahill,
        D.P., Lengauer, C., Yu, J., Riggins, G.J., Wilson, J.K., Markowitz, S.D.,
        Kinzler, K.W., and Vogelstein, B. (1998) Mutations of mitotic checkpoint
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      Chopra,
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      Chopra,
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