**LICENSE
        AND RESEARCH AGREEMENT**
  **This
        License and Research Agreement** (the
“ ***Agreement*** ”)
        is
        entered into as of July 12, 2004 (the “ ***Effective
        Date*** ”)
        by and
        between BIO-RAP Technologies Ltd. an Israeli corporation, located at 1 Efron
        Street, Haifa, Israel (“BIORAP”) on its own behalf and on behalf of the
        Rappaport Family Institute for Research in the Medical Sciences (“ ***RI*** ”);
        and
        HaptoGuard, Inc, a Delaware corporation, located at the offices of EITAN,
        PEARL,
        LATZER & COHEN ZEDEK LLP, 10 Rockefeller Plaza, Suite 1001, New York, NY
        10020 (“ ***HAPTOGUARD*** ”).
  **Recitals**
  **Whereas** ,
        RI owns
        the Basic Technology (as defined below); and
  **Whereas** ,
        HaptoGuard is a biopharmaceutical company that is interested in developing
        and
        commercializing the Basic Technology and is interested in having; the Principal
        Investigator (as defined below) conduct the Research Program (as defined
        below)
        to further develop the Basic Technology; and
  **Whereas** ,
        BIORAP
        is a company authorized on behalf of RI to engage in the commercial exploitation
        of the Basic Technology (as defined below) and to administer the Research
        Program and to commercialize the results;
  **Now
        Therefore** ,
        in
        consideration of the foregoing and the covenants and premises contained in
        this
        Agreement, the parties agree as follows:
  **1.**
              **Definitions**
  The
        following capitalized terms shall have the meanings indicated for purposes
        of
        this Agreement.
  **1.1**  **“Affiliate”** shall
        mean, as to any person or entity, any other person or entity which directly
        or
        indirectly controls, is controlled by, or is under common control with such
        person or entity. For purposes of this definition, “control” shall mean the
        possession (directly or indirectly) of power to effectively direct or cause
        the
        direction of the management or policies of such person or entity, and shall
        include, without limitation, the holding, directly or indirectly, of more
        than
        50% (fifty percent) of the issued share capital or of the voting power of
        the
        relevant entity or the holding, directly or indirectly, of a right to appoint
        more than 50% (fifty percent) of the directors of such entity or of a right
        to
        appoint the chief executive officer of such entity.
  **1.2**  **“Automated
        Diagnostic Field”** shall
        mean the [************************** **************** ******** *
 * ***** ***************************************** **************************************** ******** * * ***** *
 **************** **************************************************************** ******** * * ***** ********
 ****************].
 
 **1.3**  **“Basic
        Technology”** shall
        mean the Know-How conceived and developed by the Principal Investigator in
        the
        course of research conducted at RI in the field prior to the Effective
        Date.
  
  **1.4**  **“Confidential
        Information”** shall
        mean any information relating to any research project, work in process, future
        development, scientific, engineering, manufacturing, marketing, business
        plan,
        financial or personnel matter relating to either party or RI, its present
        or
        future products, sales, suppliers, customers, employees, consultants, agents,
        sub-contractors, investors or business, or any other information of confidential
        or proprietary nature, whether in oral, visual, written, graphic or electronic
        form.
  **1.5**  **“Control”** shall
        mean owns or has possession of with the ability to grant a license without
        violating the terms of any agreement or other arrangement with any Third
        Party.
  **1.6**  **“Disclosing
        Party”** shall
        have the meaning provided in Section 6.1.
  **1.7**  **“Diagnostic
        Genetic Product”** means
        any product for diagnostic use [********* ************************
 *********************************** **********************************************].
 
 **1.8**  **“Diagnostic
        Non-Genetic Product”** means
        any product for diagnostic use [**** ******************** *****
 ** ***************************************************************].
 
 **1.9**  **“Field”** shall
        mean testing and/or measurement for diagnostic or predictive purposes in
        vascular or cardiac diseases, including, without limitation, the Automated
        Diagnostic Field and the Diagnostic Genetic Product, and/or the therapeutic
        treatment of vascular or cardiac diseases.
  **1.10**  **“First
        Commercial Sale”** shall
        mean, with respect to any Licensed Product, the first sale on a commercial
        basis, in an arm’s length transaction for end use or consumption of such
        Licensed Product in a country after the governing health regulatory authority
        of
        such country has granted regulatory approval of such Licensed Product, to
        the
        extent such regulatory approval is required in such country, and, if regulatory
        approval is not required for the marketing and/or sale thereof, the First
        Commercial Sale of such Licensed Product in such country shall be deemed
        to have
        occurred upon the first sale of a Product, except for testing or as
        samples.
  **1.11**  **“Know-How”** shall
        mean know-how, information, knowledge, trade secrets, inventions, data,
        processes, techniques, procedures, compositions, materials, devices, methods,
        animal models, formulas, protocols and information in the Field.
  **1.12**  **“Licensed
        Materials”** shall
        mean [************************************ ********************* **
 ************************************************************************].
 
 **1.13**  **“Licensed
        Patents”** shall
        mean all Patents which are Controlled by BIORAP as of the Effective Date,
        or
        filed by HaptoGuard in respect of the Research Technology in accordance with
        Section 53. The Licensed Patents as of the Effective Date are listed on **Exhibit A** .
  2
  **1.14**  **“Licensed
        Product”** shall
        mean any product and/or service, which is covered by, or falls within the
        scope
        of, or is produced or manufactured or rendered (as the case may be) using
        a
        process or method covered by, or falling within the scope of, any Valid Claim
        of
        the Licensed Patents.
  **1.15**  **“Licensed
        Technology”** shall
        mean the Basic Technology, Licensed Materials Licensed Patents and the Research
        Technology.
  **1.16**  **“Net
        Sales”** shall
        mean the amounts collected by HaptoGuard and its Affiliates and Sublicensees
        from Third Parties for sales of any Licensed Product, less, to the extent
        actually paid for, or credited to such Third Parties:
  **(i)**  trade,
        quantity and cash discounts and rebates actually allowed or given;
  **(ii)**  sales,
        excise, turnover, value-added, and similar taxes on the sale of the Licensed
        Product, and import and customs duties; and
  **(iii)**  shipping
        and insurance charges, postage, and freight out invoiced separately and actually
        paid by the customer.
  Sales
        of
        Product by and between HaptoGuard and its Affiliates and Sublicensees are
        not
        sales to Third Parties, grid shall be excluded from Net Sales calculations
        for
        all purposes. Sales of Product for use in conducting clinical trials of Product
        in a country in order to obtain the Regulatory Approval of Product in such
        country shall be excluded from Net Sales calculations for all purposes. If
        a
        Licensed Product is sold or provided as part of a system, package, or
        combination product or service that contains one or more other active
        ingredients, or other parts that could be sold separately (each, a ***“Combination
        Product”*** ),
        Net
        Sales shall be calculated by multiplying the Net Sales from the sale of
        Combination Products by the fraction A/B; where “A” is the fair market value of
        the Licensed Product when, supplied or priced separately and “B” is the fair
        market value of the Combination Product. In the event that no market price
        is
        available for the Licensed Product when supplied or priced separately, fair
        market value shall be determined in good faith by HaptoGuard and
        BIORAP.
  Notwithstanding
        the foregoing, if any Diagnostic Non-Genetic Product contains
        peptides/ligand/antibodies which bind to and are intended to detect more
        than
        one target, then for purposes of the calculation above, Net Sales of such
        Diagnostic Nora-Genetic Product shall be multiplied by the quotient of (A)
        one
        (1), divided by (B) the total number of such targets (including the Target)
        that
        are, in each case, detected by such Diagnostic Non-Genetic Product in order
        to
        get FDA approval, to increase the market size of the Diagnostic Non-Genetic
        Product, to increase the reimbursement amounts for the product or to otherwise
        assist in commercializing such Product. For purposes of the foregoing
        calculation, in no event will the value represented by clause (B) above exceed
        four (4).
  **1.17**  **“Non-Automated
        Diagnostic Field”** shall
        mean the [********************** ********* *********
 ****** * ***** ************************************ ********************************************** ******** *
 ******* **** * ***************************************************************** ***************** * ********
 ******* ***** ***********************].
  3
  **1.18**  **“Patents”** shall
        mean (a) patents and patent applications, and (b) any and all corresponding
        foreign patents and patent applications, whether now existing or hereafter
        filed, (c) provisionals, substitutions, divisionals, reexaminations, reissues,
        renewals, extensions, term restorations, continuations, continuations-in-part,
        substitute applications and inventors’ certificates, arising from, or based
        upon, any of such patents or patent applications, and (d) patents issuing
        from
        any such patent applications.
  **1.19**  **“Principal
        Investigator”** shall
        mean Dr. Andrew Levy.
  **1.20**  **“Receipts”** shall
        mean any consideration whatsoever nature, in cash, or in kind based on fair
        market value, paid to HaptoGuard and an Affiliate from a Sublicense of the
        Licensed Technology for utilization in the Automated Diagnostic Field and/or
        Non
        Automated Diagnostic Field, and/or Net Sales from the sale of Diagnostic
        Genetic
        Products and Diagnostic Non-Genetic Products. “Receipts” shall not include
        payments received for bone fide research and development and clinical programs
        conducted by HaptoGuard or an Affiliate. Notwithstanding the foregoing, if
        such
        consideration is paid within the framework of a larger transaction encompassing
        payment for assets or intellectual property other than the Licensed Technology,
        Receipts shall encompass only that portion of the consideration that can
        be
        attributed to the Sublicense of the Licensed Technology for utilization in
        the
        Automated Diagnostic Field and/or Non Automated Diagnostic Field, and/or
        the
        sale of Diagnostic Genetic Products and Diagnostic Non-Genetic Products.
        If
        BIORAP shall dispute the portion of the Receipts to be paid by HaptoGuard,
        BIORAP shall forward to HaptoGuard within [*********
  ***]
        of
        BIORAP receiving such Receipt a written notice detailing the basis and
        foundation of the dispute (the “Receipt Notice”). After the end of the
        [*******************], BIORAP looses the right to contest or dispute the
        Receipt
        received. If BIORAP provides Receipt Notice, then the Parties shall designate
        an
        agreed assessor, who shall determine the amount of the Receipts under this
        Agreement to be paid. If the Parties fail to designate such assessor within
        [******
  *******]
        of BIORAP’s Receipt Notice then the assessor shall be designated by the
        President of the Israel GPA Association at the request of either Party. The
        Parties shall provide the assessor with written evidence and the basis for
        each
        other’s position. The Parties shall exchange such evidence in order to give each
        Party the opportunity to dispute the evidence of the other Party. The
        determination of the agreed assessor shall be final and binding on the Parties.
        Such an assessor, shall, in making such determination, act as an expert and
        not
        an arbitrator. In the event, the assessor determines that the amount of Receipts
        to be paid by HaptoGuard is greater than [***] of the actual amount of Receipts
        paid, then the reasonable costs of the agreed assessor shall be paid by
        HaptoGuard.
  **1.21**  **“Receiving
        Party”** shall
        have the meaning provided in Section 6.1.
  **1.22**  **“Regulatory
        Approval”** shall
        mean the satisfaction of any applicable regulatory registration and notification
        requirements (if any) for the testing, production, marketing, distribution
        and
        sale of any Licensed Product in any country.
  4
  **1.23**  **“Research
        Field”** shall
        mean research in the Field conducted in the laboratory of the Principle
        Investigator in accordance with the Research Plan.
  **1.24**  **“Research
        Plan”** shall
        mean the plan for conducting the Research Program attached hereto as **Exhibit
        B,** as may
        be amended from time to time in accordance with Section 2.1.
  **1.25**  **“Research
        Program”** shall
        mean the program for research by the Principal Investigator and his team
        in the
        Research Field, to be conducted at RI during the Research Term in accordance
        with the Research Plan.
  **1.26**  **“Research
        Technology”** shall
        mean (a) all Know-How conceived or reduced to practice or generated by or
        on
        behalf of RI in the course of the research conducted under the Research Program;
        b) materials or compositions generated by or resulting from the Research
        Program; and (c) any Patents and other intellectual property rights on or
        in the
        foregoing.
  **1.27**  **“Research
        Term”** shall
        mean the four (4) year period following the Effective Date, which may be
        extended for an additional one (1) year period by written agreement of the
        parties entered into before the end of the period to be extended.
  **1.28**  **“Royalty
        Term”** shall
        mean, with respect to each country in which Licensed Product is sold, on
        a
        product-by-product basis, that time period beginning on the First Commercial
        Sale of such Licensed Product in such country and expiring, on a
        country-by-country basis, on the later of (i) the expiration in such country
        of
        the last-to-expire Licensed Patent with a Valid Claim or (ii) the date of
        expiry
        of 15 (fifteen) years commencing on the date of First Commercial Sale of
        such
        Licensed Product in such country.
  **1.29**  **“Sublicense”** means
        any right granted, license given, or agreement entered into, by HaptoGuard
        or
        any Affiliate thereof to or with any Third Party, permitting any use of the
        Licensed Technology (or any part thereof) for the development, use, manufacture,
        sale and/or offer for sale of any Licensed Products.
  **1.30**  **“Sublicensee”** shall
        mean any Third Party to which HaptoGuard or its Affiliate has granted a
        Sublicense.
  **1.31**  **“Term”** shall
        have the meaning provided in Section 8.1.
  **1.32**  **“Therapeutic
        Product”** shall
        mean any Licensed Product for the treatment in the Field as disclosed in
        the
        Licensed Patents and covered by a Valid Claim.
  **1.33**  **“Third
        Party”** shall
        mean any entity other than BIORAP or HaptoGuard or are Affiliate of BIORAP
        or
        HaptoGuard.
  **1.34**  **“Valid
        Claim”** shall
        mean a claim of an issued patent included within the Licensed Patents, which
        claim has not lapsed, been cancelled or become abandoned irrevocably and has not
        been declared invalid or unenforceable by an unreversed and unappealable
        decision or judgment of a court or other appropriate body of competent
        jurisdiction, and which has not been admitted to be invalid or unenforceable
        through reissue, disclaimer or otherwise.
  5
  **2.**
              **Research
                  Program**
  **2.1**  **Conduct;
        Supervision.** During
        the Research Term, the Principle investigator, through BIORAP, shall conduct
        the
        Research Program at RI in accordance with the Research Plan and this Agreement.
        Any amendment or revisions to the Research Plan shall be in writing and shall
        require approval of the Principle Investigator, BIORAP and HaptoGuard. Principle
        Investigator shall regularly inform the parties of any Research Technology
        discovered under the Research Program.
  **2.2**  BIORAP does not
        warrant that the Principal Investigator will continue to be engaged by it
        and/or
        by RI during the entire Research Term. BIORAP undertakes, prior to or upon the termination of employment of the Principal
        Investigator with BIORAP or RI,
        to use reasonable efforts to employ person/s with the same expertise and
        experience in the Research Field to replace him. BIORAP shall only be obligated
        to return, subject to any set-off, unexpended and uncommitted funds, in the
        event that the Research Program is terminated prior to the end of the Research
        Term.
  **2.3**  BioRap
        does not warrant any particular result from the Research Program or that
        the
        Research Plan will be completed by the end of the Research Term.
  **3.**
              **License;
                  Disclosure of Licensed
                  Know-How**
  **3.1**  **License
        Grant.** Subject
        to the rights and licenses which BIORAP has granted or may grant pursuant
        to
        Sections 3.2 - 3.5, and the terms and conditions of this Agreement, BIORAP
        hereby grants to HaptoGuard and its Affiliates during the Term, an exclusive,
        worldwide, royalty bearing license, with the right to sublicense, under the
        Licensed Technology to research, develop, make, have made, use, sell, offer
        for
        sale, have sold and import Licensed Products in the Field.
  **3.2**  BIORAP
        retains the right to grant Biosite, Inc., a Delaware Corporation, having
        a place
        of business at 11030 Roselle Street, San Diego. California 92121 (hereinafter
        “Biosite”), an exclusive worldwide license to the Licensed Patents and Basic
        Technology to research, develop, make, have made, use, sell, offer for sale,
        have sold and import Diagnostic Non-Genetic Product in the Non-Automated
        Diagnostic Field.
  **3.3**  BIORAP
        retains the right to grant Biosite, a non-exclusive worldwide license to
        the
        Licensed Patents and Basic Technology to research, develop, make, have made,
        use, sell, offer for sale, have sold and import Diagnostic Non-Genetic Product
        in the Automated Diagnostic Field.
  **3.4**  BIORAP
        has granted ARUP Laboratories Inc., a Utah Corporation, having a place of
        business at 500 Chipeta Way, Salt Lake City, UT 84108 USA (hereinafter “ARUP”),
        an non-exclusive license to the Licensed Patents and Basic Technology to
        research, develop, make, have made, use, sell, offer for sale, have sold
        and
        import Diagnostic Genetic Product in the Non-Automated Diagnostic
        Field.
  6
  **3.5**  Notwithstanding
        Section 3.1, RI shall have the right to use the Licensed Technology for academic
        non-commercial research purposes in the Field. RI shall be free to use the
        Licensed Technology for any purpose outside the Field.
  **3.6**  **Sublicenses.** In the
        event that HaptoGuard sublicenses any of its rights to the Licensed Technology
        to a Sublicensee pursuant to Section 3.1, such Sublicense shall include terms
        and conditions consistent with the terms and conditions of the license granted
        under this Agreement. Sublicenses, if any, granted hereunder, will be to
        Third
        Parities in an arm’s length transaction under written agreements, copies of
        which and of any amendments thereof will be provided to BIORAP, and conditioned
        on (i) such Sublicensees’ agreement to accept and abide with the terms and
        obligations of this Agreement; (ii) HaptoGuard being in compliance with its
        payment obligations hereunder at the time such Sublicense is granted; (iii)
        HaptoGuard remaining responsible to BioRap for the adherence of each of its
        Sublicensees with the terms and obligations of this Agreement; (iv) the
        Sublicense automatically expiring on the termination of the license for any
        reason; (v) any act or omission by such Sublicensee, which would constitute
        a
        breach of this Agreement by HaptoGuard, had it been an act or omission of
        HaptoGuard, constituting a breach of the Sublicense entitling HaptoGuard
        to
        terminate the Sublicense, and HaptoGuard hereby undertakes to notify BIORAP
        forthwith upon being informed of such breach and, at the request of BIORAP,
        to
        exercise such right of termination, unless the breach is cured by the
        Sublicensee or HaptoGuard within any cure period provided for in any Sublicense;
        and (vi) the Sublicense not being assignable, otherwise transferable or further
        sublicenseable, other than with BIORAP’s prior written consent, which consent
        shall not be unreasonably withheld.
  **4.**
              **Payments**
  **4.1**  **Research
        Funding.** For
        Research Term, HaptoGuard agrees to make research funding payments to BIORAP
        in
        the amount of [************************************* **************************************************
 ******* ********************]
        for research performed by BIORAP pursuant to the Research Plan and the terms
        of
        this Agreement. HaptoGuard agrees to pay BIORAP
        [************************************ *
 ********************** ***********************]
        as set forth on the Research Plan. All additional payments shall be made
        on
        [****************].
  **4.2**  **Milestone
        Payments - Therapeutic Products.** HaptoGuard
        agrees to pay BIORAP the following milestone payments (irrespective of any
        Sublicense):
  $[*******]  [***********************************];
  $[*******]  [*****************************************************
  *****************************************************
  *****************];
  $[*******]  [***********************************************
  ********************].
  7
  **4.3**  **Royalties
        on Sales of Therapeutic Products.** HaptoGuard agrees to pay BIORAP with respect to the Net Sales of each
        Therapeutic Product the following royalty:
  **(i)**  A
        royalty
        of [************************************************ **********************
 **** *** ***********************];
  **(ii)**  A
        royalty
        of [************************************************* ****************** **
 **** ** *************************************************************** *******];
  **(iii)**  A
        royalty
        of [************************************************* *************** ****
 **** *** ** ************************************************************* ******];
  **(iv)**  a
        royalty
        of [************************************************ *********************
 **** **** ****************].
  **4.4**  **Division
        of Receipts in respect of Diagnostic Products.** HaptoGuard shall pay BIORAP an amount equal to [****************] of any
        and all
        Receipts received by HaptoGuard.
  **4.5**  **Calculation
        and Payment on Account of Net Sales and Receipts.**
  **(i)**  Unless
        otherwise explicitly said herein, payments pursuant to Sections 4 and reports
        on
        Net Sales and Receipts shall be calculated and reported for each calendar
        quarter. All payments due to BIORAP pursuant to Sections 4 shall be paid
        within
        [***********] of the end of each calendar quarter, unless otherwise specifically
        provided herein. Each such payment shall be accompanied by a report in
        sufficient detail to permit confirmation of the accuracy of the payment made,
        including, without limitation, (i) the number of Licensed Products sold,
        (ii)
        the Net Sales of Licensed Products, including a breakdown of Net Sales according
        to identity of seller, currency of sales, dates of invoices and number and
        type
        of Licensed Products sold, and (iii) the Receipts received, including breakdown
        according to identity of Sublicensees, the currency of payment and date of
        receipt thereof; the applicable royalty payable under Section 4 in U.S. dollars,
        the method used to calculate such royalty and the exchange rates used, as
        applicable, and the withholding taxes, if any, required by law to be deducted
        with respect to such sales, and other deductions applicable as provided in
        the
        definition of “Net Sales”, in Section 1.16 above. Payments to BIORAP with
        respect to the Receipts will be paid within [********* ****]
        of
        receipt of payments by HaptoGuard. The Chief Financial Officer of HaptoGuard
        shall certify that each report remitted to BIORAP is a fair and accurate
        report
        of the royalty or other payment due and payable. In case HaptoGuard fails
        to pay
        any payment on its due date, HaptoGuard shall pay interest pursuant to Section
        4.6.
  **4.6**  **Interest
        Rate.** Payment
        that is not paid on the date such payments are due hereunder shall bear interest
        at [********************************************* ********************* * ***********************************
 **************************** ********************************],
        calculated on the number of days such payment is delinquent. The interest
        available to BIORAP pursuant to this Section. 4.6 shall in no way limit any
        other remedies available to BIORAP.
  8
  **4.7**  **Tax
        Withholding.** All
        payments to be made to BIORAP hereunder shall be made free and clear of,
        and
        without any deduction from or on account of, any set-off, counterclaim or
        tax.
        Notwithstanding the foregoing, any tax required to be withheld by HaptoGuard
        or
        any Affiliate or Sublicensee under the laws of the USA for the account of
        BIORAP
        under this Article 4 shall be deducted from the applicable payment to BIORAP
        and
        promptly paid by HaptoGuard or said Affiliate or Sublicensee for and on behalf
        of BIORAP to the appropriate governmental authority (provided that, if
        HaptoGuard assigns its obligations under this Agreement to a non-U.S. Affiliate,
        the amount of any withholding taxes deducted from payments by such Affiliate
        to
        BIORAP shall not exceed the amount of any withholding taxes that would have
        been
        deducted by HaptoGuard had HaptoGuard made such payment to BIORAP), and
        HaptoGuard or the Affiliate shall furnish BIORAP with proof of payment of
        such
        tax together with official or other appropriate evidence issued by the
        appropriate governmental authority sufficient to enable BIORAP to support
        a
        claim for income tax credit in respect of any sum so withheld.
  **4.8**  **Exchange
        Rate, Manner and Place of Payment.** All
        payments hereunder shall be payable in U.S. dollars. For payments made on
        sales
        of Licensed Product invoiced in a currency other than U.S. dollars, whenever
        conversion of payments from any foreign currency shall be required, such
        conversion shall he made at a rate of exchange equal to the rate of exchange
        for
        the currency of the country from which payments are payable as published
        in The
        Wall Street Journal, Western Edition, on the last business day of the calendar
        quarter for which a payment is due. All payments owed under this Agreement
        shall
        be made by wire transfer to a bank and account designated in writing by BIORAP,
        unless otherwise specified in writing by BIORAP.
  **4.9**  **Prohibited
        Payments.** Notwithstanding any other provision of this Agreement, if HaptoGuard is
        prevented from making any such payment, by virtue of the statutes, laws,
        codes
        or governmental regulations of the country from which the payment is to be
        made,
        then such royalty may be paid by depositing funds in the currency in which
        accrued to BIORAP’s account in a bank acceptable to BIORAP in the country whose
        currency is involved.
  **4.10**  **Records;
        Audits.** HaptoGuard
        shall, and shall cause its Affiliates and Sublicensees to, keep complete
        and
        accurate records pertaining to the sale of Licensed Product and payment of
        Receipts in sufficient detail to permit BIORAP to confirm the accuracy of
        payments due hereunder. Upon written request to HaptoGuard by BIORAP, and
        no
        more than once in any calendar year, BIORAP shall have the right to cause
        an
        independent, certified public accountant, reasonably acceptable to HaptoGuard,
        to audit such records to confirm Net Sales and royalty payments and payments
        with respect to Receipts for any calendar year ending not more than
        [***********] prior to the date BIORAP requests such audit. BIORAP agrees
        to
        treat, and to cause such accountant to treat, all such information as
        confidential and not to use or disclose any such in formation for any purpose
        except to determine compliance with this Agreement. For the avoidance of
        doubt,
        HaptoGuard, its Affiliates and Sublicensees shall not be obligated to provide
        BIORAP, or such accountant, with access to any records or information other
        than
        that which is necessary to confirm Net Sales, royalty payments or payments
        with
        respect to Receipts payable under this Agreement. Such audits may be exercised
        during normal business hours, upon reasonable prior written notice to
        HaptoGuard. If any audit or examination shall reveal a deficiency of any
        payment
        due, HaptoGuard shall make payment to BIORAP of such deficiency plus interest
        pursuant to Section 4.6. Payment shall be made within [**********] following
        announcement of the results of the audit to HaptoGuard and BIORAP. The parties
        shall promptly mare any adjustments necessary to reflect the results of such
        audit. BIORAP shall bear the full cost of such audit unless such audit discloses
        a shortfall by more than [************] from the actual amount of any payment
        due under this Agreement, in which case, HaptoGuard shall bear the full cost
        of
        such audit.
  9
  **5.**
              **Intellectual
                  Property**
  **5.1**  **Title
        in the Licensed Technology.** Subject
        only to the licenses granted to HaptoGuard hereunder and other licenses that
        have or may be granted by BIORAP as mentioned in Sections 3.2 - 3.4 above,
        all
        right, title and interest, in and to the Licensed Technology, do vest or
        shall
        vest in RI exclusively,
  RI
        shall
        obtain appropriate agreements from all personnel or outside contractors
        participating in the Research Program, as necessary to assign to RI all right,
        title and interest in and to any Research Technology.
  **5.2**  **Right
        of First Negotiation and Refusal.** Following the Research Terms; BIORAP shall not assign, license the rights
        to,
        negotiate with or for, enter into negotiations, or otherwise commercialize
        with
        any Third Party any Research Technology in the field without first giving
        HaptoGuard [***********] prior written notice. If HaptoGuard is interested
        in
        acquiring a license to such Research Technology, it shall within the said
        [*************] so notify BIORAP in writing (the “Notice”), and the parties
        shall enter negotiations in good faith with regard to the granting of such
        license to HaptoGuard. In the event that the parties hereto do not reach
        and
        finalize an agreement within [********************] starting on the date
        of the
        Notice (the “ **Negotiation
        Period** ”),
        or if
        HaptoGuard is not interested in obtaining a license, then BIORAP shall be
        free
        to assign, license the rights to, or otherwise commercialize such new invention,
        and BIORAP shall be released from any obligation to HaptoGuard in respect
        thereto. In the event that HaptoGuard has exercised its right of first
        negotiation hereunder, but HaptoGuard and BIORAP do not reach an agreement
        during the Negotiation Period, BIORAP hereby grants HaptoGuard a right of
        first
        refusal on the same terms and conditions which are being offered by or to
        a
        Third Party for the Research Technology, and which BIORAP is willing to accept:
        BIORAP shall notify HaptoGuard in writing of any such terms and conditions
        and
        HaptoGuard shall have [**************] to notify BIORAP whether it accepts
        the
        same. If HaptoGuard does not accept such terms and conditions BIORAP shall
        be
        released from any obligation to HaptoGuard in respect thereto.
  **5.3**  **Prosecution
        and Maintenance of Patents.** HaptoGuard
        undertakes to file, prosecute and maintain all Licensed Patents as of the
        Effective Date, and shall bear all costs, fees and expenses incurred from
        and
        after the Effective Date in connection with the filing, prosecution and
        maintenance of such Licensed Patents by HaptoGuard.
  10
  **5.4**  HaptoGuard
        shall deliver to BioRap, within a reasonable time, copies of all: (i)
        documentation prepared in connection with the filing, maintenance or prosecution
        of Licensed Patents; and (ii) correspondence between HaptoGuard and any patent
        attorney or any competent authority (where the Licensed Patents may be filed,
        maintained or made) all, in each case, relating to the prosecution and/or
        maintenance of the Licensed Patents, and provide BIORAP with a reasonable
        opportunity to review and discuss with HaptoGuard prosecution strategy and
        to
        consult with HaptoGuard on the content of patent flings with respect to such
        Licensed Patents.
  HaptoGuard
        undertakes to notify BIORAP in. writing, at least [***********] prior to
        the
        date prescribed by the relevant patent office or by applicable law for the
        taking of action with respect to the prosecution and/or maintenance of such
        Licensed Patents (HaptoGuard hereby agreeing to irrevocably instruct its
        patent
        attorneys to notify BIORAP, whether or not the appropriate action has been
        taken, or will be taken, by HaptoGuard with respect to the prosecution and/or
        maintenance of such Licensed Patents as aforesaid), and if it does not desire
        to
        support the continued prosecution or appeals or maintenance of any of the
        Licensed Patents. In the event HaptoGuard declines to pursue the prosecution,
        or
        maintenance of any of the Licensed Patents, HaptoGuard must notify BIORAP
        in
        writing within [***********] prior to any such deadline, and then BIORAP
        may, at
        its own expense, continue to prosecute or maintain such Licensed Patent,
        in
        which case HaptoGuard’s license hereunder with respect to such Licensed Patent
        shall be terminated forthwith and all rights with respect thereto shall revert
        to BIORAP.
  **5.5**  **Enforcement
        of Licensed Patents.** Each
        party shall promptly notify the other in writing of any alleged or threatened
        infringement of any Licensed Patent of which such party becomes
        aware.
  **(i)**  With
        respect to any infringement of any Licensed Patent, HaptoGuard shall have
        the
        first right, but not the obligation, to bring and control any action or
        proceeding with respect to such infringement at its own expense and by counsel
        of its own choice, and BIORAP shall have the right, at its own expense, to
        be
        represented in any such action by counsel of its own choice. If HaptoGuard
        fails
        to bring such an action or proceeding within (i) [****
  ***]
        following the notice of alleged infringement or (ii) [***********] before
        the
        time limit, if any, set forth in the applicable laws and regulations for
        the
        filing of such actions, whichever comes first, BIORAP shall have the right
        to
        bring and control any action or proceeding with respect to such infringement
        at
        its own expense and by counsel of its own choice it being understood and
        agreed,
        however, that circulation of a draft of such action to BIORAP, accompanied
        by a
        written undertaking of HaptoGuard that such draft will be filed within the
        prescribed time limit will satisfy. In the absence of any such action by
        HaptoGuard, should BIORAP actually bring such an action or proceeding, within
        [***********] after the end of the period described in the preceding sentence,
        and provides written notice thereof to HaptoGuard, then HaptoGuard’ license
        hereunder, with respect to any such Licensed Patent that is the subject of
        such
        action or proceeding, shall be terminated forthwith and all rights with respect
        thereto shall revert to BIORAP.
  **(ii)**  In
        the
        event a party brings an infringement action in accordance with this Section
        5.5,
        the other party shall cooperate fully, including, if required to bring such
        action, the furnishing of a power of attorney. HaptoGuard shall not settle
        any
        patent infringement litigation under this Section 5.5 in a manner that
        diminishes the rights or interests of RI and/or BioRap without the consent
        of
        BioRap (which shall not be unreasonably withheld). Except as otherwise agreed
        to
        by the parties as part of a cost-sharing arrangement, any recovery realized
        as a
        result of such litigation, after reimbursement of any litigation expenses
        of
        HaptoGuard and BIORAP, shall be retained by the party that brought and
        controlled such litigation for purposes of this Agreement, except that any
        recovery realized by HaptoGuard as a result of such litigation, after
        reimbursement of the parties’ litigation expenses, shall, to the extent
        attributable to lost sales of Licensed Product, be treated as Net Sales of
        Licensed Product.
  11
  **5.6**  **Third
        Party Infringement Claims.** Each
        party shall promptly notify the other in writing of any allegation by a third
        Party that the activity of either of the parties pursuant to this Agreement
        infringes or may infringe the intellectual property rights of such Third
        Party.
        HaptoGuard shall defend and hold harmless BIORAP, RI and their respective
        employees and consultants from and against any such claim involving alleged
        infringement of Third Party rights by HaptoGuard’s activities, at its own
        expense and by counsel of its own choice. If HaptoGuard fails to defend any
        such
        claim against HaptoGuard within (i) [***********] following the notice of
        alleged infringement or (ii) [***********] before the time limit, if any,
        set
        forth in the applicable laws and regulations for the filing of such actions,
        whichever corner first, then BIORAP shall have the right to assume the defense
        against such claim by counsel of its own choice, and HaptoGuard shall reimburse
        BIORAP for any costs and reasonable expenses incurred by BIORAP in the defense
        from such claim, it being understood and agreed, however, that circulation
        of a
        draft of such action to BIORAP, accompanied by a written undertaking of
        HaptoGuard that such draft will be filed within the prescribed time limit
        will
        satisfy. In the absence of any such action by HaptoGuard; should BIORAP and/or
        RI actually defend against such claim within [***********] after the end
        of the
        period described in the preceding sentence and provide written notice thereof
        to
        HaptoGuard, and HaptoGuard fails to fully reimburse BIORAP and RI for any
        and
        all costs and expenses incurred by them, and to indemnify them for any and
        all
        damages and/or losses caused to them, in connection with such claim, then
        HaptoGuard’s license hereunder, with respect to any such Licensed Patent that
        would be adversely affected if such claim were not defended against, shall
        be
        terminated forthwith and all rights with respect thereto shall revert to
        BIORAP.
        HaptoGuard shall not settle any patent infringement litigation under this
        Section 5.6 relating to the Licensed Patents, without first receiving the
        prior
        written consent of BIORAP (which shall not be unreasonably
        withheld).
  **5.7**  **Cooperation
        of the Parties.** Each
        party agrees to cooperate fully in the preparation, filing, and prosecution
        of
        any Licensed Patents under this Agreement and in the obtaining and maintenance
        of any patent extensions, supplementary protection certificates and the like,
        with respect to any Licensed Patent claiming a Licensed Product being developed
        or commercialized by HaptoGuard or Sublicensees. Such cooperation includes,
        but
        is not limited to, promptly informing the other party of any matters coming
        to
        such party’s attention that may affect the preparation, filing, prosecution or
        maintenance of any such Licensed Patents.
  **6.**
              **Confidentiality;
                  Publication**
  **6.1**  **Confidentiality.** The
        parties agree that, during the Term, and for a period of [*** *******]
        thereafter, each party (the ***“Receiving
        Party”*** )
        will
        maintain in confidence, and will not use, all Confidential Information disclosed
        to it by the other party (the ***“Disclosing
        Party”*** )
        under
        this Agreement, except to the extent expressly authorized by this Agreement,
        or
        otherwise agreed in writing by the parties. The parties agree that the financial
        terms of the Agreement will be considered Confidential Information of both
        parties. The Receiving Party shall use at least the same standard of care
        as it
        uses to protect proprietary or confidential information of its own (but at
        least
        reasonable care) to ensure that its employees, agents, consultants and other
        representatives do not disclose or make any unauthorized use of the Disclosing
        Party’s Confidential Information. Each party will promptly notify the other upon
        discovery of any unauthorized use or disclosure of the other party’s
        Confidential Information.
  12
  **6.2**  **Exceptions.** The
        obligations of confidentiality contained in Section 6.1 will not apply to
        the
        extent that it can be established by the Receiving Party, by competent written
        evidence, that such Confidential Information:
  **(i)**  was
        already known to the Receiving Party, other than under an obligation of
        confidentiality, at the time of disclosure by the Disclosing Party;
  **(ii)**  was
        generally available to the public or otherwise part of the public domain
        at the
        time of its disclosure to the Receiving Party;
  **(iii)**  became
        generally available to the public or otherwise part of the public domain
        after
        its disclosure and other than through any act or omission of the Receiving
        Party
        in breach of this Agreement;
  **(iv)**  was
        independently discovered or developed by the Receiving Party without the
        use of
        Confidential Information of the Disclosing Party; or
  **(v)**  was
        disclosed to the Receiving Party, other than under an obligation of
        confidentiality, by a Third Party who had no obligation not to disclose such
        information to others.
  **6.3**  **Authorized
        Disclosure.** The
        Receiving Party may disclose the Confidential Information of the Disclosing
        Party to the extent such disclosure is reasonably necessary in the following
        instances:
  **(i)**  filing,
        prosecuting or maintaining the Licensed Patents in accordance with this
        Agreement;
  **(ii)**  practicing
        the licenses granted hereunder or preparing and submitting regulatory filings
        with respect to Licensed Products;
  **(iii)**  prosecuting
        or defending litigation or complying with applicable court orders or
        governmental laws, rules or regulations including, but not limited to,
        disclosures required by the FDA or the Securities and Exchange Commission;
        or
  **(iv)**  disclosure
        to Affiliates, Sublicensees, employees, consultants, agents or other Third
        Parties who have a need to know such information for purposes of this Agreement,
        or in connection with due diligence or similar investigations, and disclosure
        to
        potential Third Party investors in confidential financing documents, provided,
        in each case, that any such Affiliate, Sublicensee, employee, consultant,
        agent
        or Third Party is subject to obligations of confidentiality and non-use
        comparable to those set forth in this Section 6.
  13
  Notwithstanding
        the foregoing, in the event a party is required to make a disclosure of the
        other party’s Confidential Information pursuant to Section 63(iii), it will,
        except where impracticable, give reasonable advance notice to the other party
        of
        such disclosure, giving the other party reasonable opportunity to object
        to such
        disclosure or to request confidential treatment thereof, if available, and
        use
        efforts to secure confidential treatment of such information at least as
        diligent as such party would use to protect its own confidential information,
        but in no event less than reasonable efforts. In any event, the parties agree
        to
        take all reasonable action to avoid disclosure of Confidential Information
        hereunder. The parties will consult with each other on the provisions of
        this
        Agreement to be redacted in any filings made by the parties with the Securities
        and Exchange Commission or as otherwise required by law and on any disclosure
        to
        Third Parties.
  **6.4**  **Publications.** The
        parties recognize that the publication of papers regarding results of and
        other
        information regarding the Research Program, including oral presentations
        and
        abstracts, may be beneficial to both parties provided such publications are
        subject to reasonable controls to protect Confidential Information. Accordingly,
        each party shall have the right to review and approve any paper proposed
        for
        publication by the other party, including oral presentations mid abstracts,
        which utilizes data generated from the Research Program and/or includes the
        other party’s Confidential Information. Before any such paper is submitted for
        publication, the publishing party shall deliver a complete copy to the
        non-publishing party at least [*********] days prior to submitting the paper
        to
        a publisher. The non-publishing party shall review any such paper and give
        its
        comments to the publishing party within [**********] of its receipt of such
        paper. With respect to oral presentation materials and abstracts, the
        non-publishing party shall make reasonable efforts to expedite review of
        such
        materials and abstracts, and shall return such items to the publishing party
        with appropriate comments, if any, as soon as practicable, but in no event
        later
        than [*********] days from the date of receipt by the non-publishing party.
        The
        publishing party shall comply with the non-publishing party’s request to delete
        references to Confidential Information of the non-publishing party in any
        such
        paper and agrees to withhold publication of same for an additional [**********]
        in order to permit the-non publishing party to obtain patent protection,
        if the
        non-publishing party deems it necessary, in accordance with the terms of
        this
        Agreement.
  **7.**
              **Representations
                  and Warranties**
  **7.1**  **Representations
        and Warranties of BIORAP.** BIORAP
        represents and warrants to HaptoGuard that:
  **(i)**  BIORAP
        has as of the Effective Date, and will continue to have during the Term,
        the
        entire right and power to grain the licenses to HaptoGuard which it purports
        to
        grant herein; and, as of the Effective Date, Controls the Basic Technology
        and
        the Licensed Patents of which are set forth on Exhibit A;
  14
  **(ii)**  except
        as
        provided in Sections 3.2, 3.3 and 3.4 above, there are, as of the Effective
        Date, and during the Term shall be, no outstanding liens, encumbrances,
        agreements, understandings, requirements of charges, fees, rights, conditions
        or
        restrictions of any kind, either written, oral or implied, regarding the
        Licensed Technology to which BIORAP or BIORAP is or will be a party or which
        are
        or will be binding upon RI or BIORAP or which are or will be inconsistent
        or in
        conflict with any provision of this Agreement;
  **(iii)**  as
        of the
        Effective Date, BIORAP has received no written claim or accusation that the
        practice of the Licensed Patents or the manufacture, use or sale of Licensed
        Product infringes or may infringe any Third Party patent; and
  **(iv)**  as
        of the
        Effective Date, neither BIORAP nor RI has received a written notification
        of any
        interference proceeding, opposition proceeding, cancellation proceeding or
        other
        protest proceeding relating to the Licensed Patents being instituted against
        BIORAP or RI. Further, as of the Effective Date, BIORAP or RI has not received
        and has no knowledge of any party contesting or alleging sole and/or joint
        inventorship of the Licensed Patents; or ownership and/or rights in the Licensed
        Technology;
  **(v)**  to
        the
        best of its knowledge, no filing with or notice to, and no permit,
        authorization, consent or approval of any court or tribunal, or administrative,
        governmental or regulatory body, agency or authority (a “Governmental Entity”)
        or other person, is necessary for the execution and delivery by BIORAP of
        this
        Agreement, for the grant of the licenses to HaptoGuard which are purports
        to
        grant herein, or for the use by HaptoGuard of the Licensed Technology as
        set
        forth herein.
  **(vi)**  to
        the
        best of its knowledge, no Governmental Entity or other third party imposes
        any
        restrictions and limitations on the use by HaptoGuard of the Licensed
        Technology, and/or Licensed Products as set forth herein.
  **(vii)**  to
        the
        best of its knowledge, no reimbursements or payments, in the form of royalties
        or otherwise are owe or due, will be owed or due to any Governmental Entity
        or
        other person on the Licensed Technology, and/or Licensed Products.
  **7.2**  **Representations
        and Warranties by HaptoGuard.** HaptoGuard represents and warrants to BIORAP that:
  **(i)**  HaptoGuard
        shall be responsible for obtaining and causing to remain in effect such
        licenses, permits, approvals, and consents as may be required for its, or
        its
        Affiliates or Sublicensees, performance and responsibilities under this
        Agreement.
  **(ii)**  In
        carrying out its undertakings and responsibilities pursuant to this Agreement,
        HaptoGuard shall comply, and shall ensure that its Affiliates and/or
        Sublicensees comply, in all material respects, with all applicable laws and
        regulations, licenses, permits, approvals and procedures.
  **7.3**  **Mutual
        Representations and Warranties.** Each
        party hereby represents and warrants to the other party that:
  **(i)**  it
        is
        duly authorized to execute and deliver this Agreement and to perform its
        obligations hereunder;
  15
  **(ii)**  this
        Agreement is a legal and valid obligation binding upon it and enforceable
        in
        accordance with its terms; and
  **(iii)**  the
        execution, delivery and performance of this Agreement do not conflict with
        any
        agreement, instrument or understanding, oral or written, to which it is a
        party
        or by which it may be bound, nor violate any law or regulation of any court,
        governmental body or administrative or other agency having jurisdiction over
        it.
  **7.4**  **Disclaimer.** Except
        as
        expressly set forth herein, NEITHER PARTY MAKES ANY REPRESENTATIONS OR
        WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, AND EXPRESSLY DISCLAIMS
        ALL
        IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTIBILITY, AND FITNESS
        FOR
        A PARTICULAR PURPOSE.
  NOTHING
        IN THIS AGREEMENT SHALL BE CONSTRUED AS A WARRANTY OR REPRESENTATION BY BIORAP
        OR RI AS TO THE VALIDITY OR SCOPE OF ANY OF THE LICENSED PATENTS.
  **7.5**  **Performance
        by Affiliates.** The
        parties recognize that each may perform some or all of its obligations under
        this Agreement through Affiliates and/or Sublicensees; provided, however,
        that
        each party shall remain responsible and be guarantor of the performance by
        its
        Affiliates and/or Sublicensees and shall cause its Affiliates and/or
        Sublicensees to comply with the provisions of this Agreement in connection
        with
        such performance, and that such performance through Affiliates and/or
        Sublicensees shall not adversely affect the rights of the other
        party.
  **8.**
              **Term;
                  Termination**
  **8.1**  **Term** .
        The
        term of this Agreement will commence as of the Effective Date of this Agreement
        and, unless sooner terminated as provided hereunder, will terminate upon
        the
        expiration of the last Royalty Term (the “ ***Term*** ”).
        Upon
        expiration of the Royalty Term in a given, jurisdiction, HaptoGuard shall
        continue to have a license on the terms described in Section 3.1, except
        that
        such license shall be fully paid, perpetual, irrevocable and
        nonexclusive.
  **8.2**  **Termination
        by HaptoGuard.** HaptoGuard
        shall have the right to terminate this Agreement for any reason or for no
        reason
        upon [************] written notice to BIORAP. Any payment under Section 4.1
        made
        after the date HaptoGuard notifies BIORAP of termination under this Section
        8.2
        shall be the pro rata amount due for the period prior to the effective date
        of
        such termination.
  **8.3**  **Termination
        by BIORAP.** (a) In
        the event that HaptoGuard fails to timely make any payment and such failure
        continues for [***********] following the date of notice thereof by BIORAP,
        BIORAP shall have the right at any time to terminate this Agreement forthwith
        upon written notice to HaptoGuard. Notwithstanding anything in this Section
        8.3
        to the contrary, to the extent HaptoGuard reasonably and in good faith disagrees
        with any assertion by BIORAP that HaptoGuard has failed to timely make any
        royalty payment or payment based on any Sublicense Fee (but not any other
        payment) due under this Agreement, and HaptoGuard provides written notice
        to
        BIORAP of its disagreement and the basis for its belief within [******
        *********] after HaptoGuard receives notice from BIORAP of a failure to make
        payment under this Section 8.3, this Agreement will remain in effect and
        any
        termination of this Agreement under Section 8.3 will be suspended pending
        resolution of such disagreement between the parties. The parties will attempt
        to
        resolve such disagreement as expeditiously as possible and HaptoGuard will
        continue to comply with the provisions of this Agreement, including the payment
        provisions, to the extent that they are not the subject of the disagreement
        between the parties.
  16
  **(b)**  BioRap
        shall be entitled to terminate this Agreement (including the license and
        right
        of first refusal granted to HaptoGuard hereunder), unless previously terminated
        in accordance with the provisions of this Agreement, if HaptoGuard fails
        to
        achieve any of the milestones or make any payment specified in **Exhibit
        C** .
  **(c)**  Notwithstanding
        the provisions of the preceding paragraph (b), in the event that HaptoGuard
        fails to meet any of the development milestones set forth in Exhibit C, with
        respect to Therapeutic Products, but is making demonstrable good faith efforts
        to do so, BIORAP shall refrain from exercising its right to terminate this
        Agreement for as long as HaptoGuard continues to do so, but shall have the
        right
        to convert the license granted to HaptoGuard pursuant to Section 3.1 of this
        Agreement from an exclusive to a non-exclusive license, by written notice
        to
        HaptoGuard, and the rest of the provisions of this Agreement shall remain
        unchanged.).
  **8.4**  **Termination
        for Cause.** Each
        party shall have the right to terminate this Agreement upon [***********]
        written notice to the other upon the occurrence of any of the
        following:
  **(i)**  Upon
        or
        after bankruptcy, insolvency, dissolution or winding up or assignment for
        the
        benefit of creditors of the other party (other than a dissolution or winding
        up
        for the purpose of reconstruction or amalgamation) or a petition is filed
        for
        any of the foregoing and is not removed within [************]; or
  **(ii)**  Upon
        or
        after the breach of any material provision of this Agreement by the other
        party,
        including, with respect to HaptoGuard, its Affiliates or Sublicensee, (other
        than as provided in Section 8.3) if the breaching party has not cured such
        breach within the [****** ***********]
        period following written notice of termination by the non-breaching
        party.
  Notwithstanding
        anything in this Section 8.4 to the contrary, to the extent HaptoGuard
        reasonably and in good faith disagrees with any assertion by BIORAP that
        there
        has been a material breach or material default of this Agreement by HaptoGuard,
        its Affiliates or Sublicensee, and HaptoGuard provides written notice to
        BIORAP
        of its disagreement and the basis for its belief within [*************] after
        HaptoGuard receives notice from BIORAP of a breach under this Section 8.4,
        this
        Agreement will remain in effect and any termination of this Agreement under
        Section 8.4 will be suspended pending resolution of such disagreement between
        the parties. The parties will attempt to resolve such disagreement as
        expeditiously as possible and HaptoGuard will continue to comply with the
        provisions of this Agreement, including the payment provisions, to the extent
        that they are not the subject of the disagreement between the
        parties.
  17
  **8.5**  **Effect
        of Termination; Surviving Obligations.**
  **(i)**  Upon
        the
        termination of this Agreement by BIORAP pursuant to Section 8.3 or by either
        party pursuant to Section 8.4, all rights and obligations of the parties
        under
        this Agreement shall terminate, except as set forth in this Section
        8.5.
  **(ii)**  Upon
        the
        termination of this Agreement by HaptoGuard pursuant to Section 8.2 or the
        due
        termination of this Agreement by BIORAP pursuant to Section 8.3 or 8.4: (i)
        all
        rights to the Licensed Technology shall revert to BIORAP; (ii) HaptoGuard
        shall
        immediately cease from any use and/or exploitation of the Licensed Technology
        and from developing, using, manufacturing, selling, distributing and/or
        licensing any Licensed Product, either directly or indirectly; (iii) HaptoGuard
        shall deliver to BIORAP, and shall cause its Affiliates, agents, consultants
        and
        Sublicensees to deliver to BIORAP, all tables, graphs, diagrams, articles,
        software, hardware, flow charts, specifications and other documentation,
        or
        media in their possession, power or control containing, representing or
        embodying the Licensed Technology or any part thereof (iv) Without derogating
        from Sub-Section (iii) above, HaptoGuard shall provide to BIORAP all data
        generated by HaptoGuard in the course of development of Licensed Products,
        including protocols and results of any pre-clinical and clinical studies,
        and
        hereby grants to BIORAP a non-exclusive, worldwide, royalty-bearing (as provided
        below) license, with the right to sublicense, under any Know-How and Patents
        Controlled by HaptoGuard, which are necessary to make, have made, use, sell,
        offer for sale and import Licensed Product, solely to make, have made, use,
        sell, offer for sale and import Licensed Product; and (iv) all other rights
        and
        obligations of the parties under this Agreement shall terminate, except as
        set
        forth in this Section 8.5.
  **(iii)**  In
        the
        event that the license granted to HaptoGuard under Section 3.1 is terminated
        in
        accordance with this Section 8, any existing Sublicenses granted by HaptoGuard
        shall remain in effect and shall be automatically assigned by HaptoGuard
        to
        BIORAP so that such Sublicenses shall become direct licenses between BIORAP
        and
        the applicable Sublicensees on the terms set forth herein, provided that
        HaptoGuard has paid any amounts due and owing to BIORAP under this Agreement
        as
        of such termination or any such Sublicensee pays BIORAP such amounts due
        and
        owing to BIORAP by HaptoGuard under this Agreement.
  **(iv)**  Expiration
        or termination of this Agreement shall not relieve the parties of any obligation
        accruing prior to such expiration or termination. Except as expressly set
        forth
        elsewhere in this Agreement, the obligations and the rights of the parties
        under
        Sections 4.5 - 4.10, 5.1, 6, 8.5 and 9 shall survive expiration or termination
        of this Agreement.
  **8.6**  **Rights
        in Bankruptcy.** All
        rights and licenses granted under or pursuant to this Agreement by either
        party
        to the other party are, and will otherwise be deemed to be, for purposes
        of
        Section 365(n) of the U.S. Bankruptcy Code, licenses of right to “intellectual
        property” as defined under Section 101 of the U.S. Bankruptcy Code. The parties
        agree that the party not subject to bankruptcy proceedings, as licensee of
        such
        rights under this Agreement, will retain and may fully exercise all of its
        rights and elections under the U.S. Bankruptcy Code. The parties further
        agree
        that, in the event of the commencement of a bankruptcy proceeding by or against
        any party under the U.S. Bankruptcy Code, the other party will be entitled
        to a
        complete duplicate of (or complete access to, as appropriate) any such
        intellectual property and all embodiments of such intellectual property,
        and
        same, if not already in its possession, will be promptly delivered to them
        (a)
        upon any such commencement of a bankruptcy proceeding upon written request
        therefor by the party not subject to bankruptcy proceedings, unless the other
        party elects to continue to perform all of its obligations under this Agreement,
        or (b) if not delivered under (a) above, following the rejection of this
        Agreement by or on behalf of either party, upon written request by the other
        party.
  18
  **8.7**  **Remedies.** In
        the
        event of any breach of any provision of this Agreement, in addition to the
        termination rights set forth herein, each party shall have all other rights
        and
        remedies at law or equity to enforce this Agreement.
  **9.**
              **Indemnification**
  **9.1**  **Indemnification.**
  HaptoGuard
        hereby agrees to save, defend, indemnify and hold harmless BIORAP, RI and
        their
        respective directors, officers, employees, agents and Affiliates (and its
        directors, officers, employees and agents) and, in the event of agent by
        HaptoGuard of rights to BIORAP under Section 8.5(ii), BIORAP’s sublicensee of
        such rights (and its directors, officers, employees and agents) (each, a
        “ ***BIORAP
        Indenmitee*** ”)
        from
        and against any and all losses, damages, liabilities, expenses and costs,
        including reasonable legal expenses and attorneys’ fees (“ ***Losses*** ”),
        to
        which a BIORAP Indemnitee may become subject as a result of any claim, demand,
        action or other proceeding by any Third Party, to the extent such Losses
        arise
        out of (a) the practice by HaptoGuard, any of its Affiliates and/or Sublicensees
        of the license granted under Section 3.1, (b) the development, manufacture,
        testing, handling, storage, transportation, sale or use or other disposition
        of
        any Licensed Product by HaptoGuard and/or its Affiliates and/or Sublicensees,
        or
        (c) the exploitation or use by HaptoGuard and/or its Affiliates and/or
        Sublicensees of the Licensed Technology or any part thereof, or (d) the breach
        by HaptoGuard of any of its obligations hereunder, or (e) any other act or
        omission of HaptoGuard and/or its Affiliates and/or Sublicensees except to
        the
        extent such Losses are finally proven to result from the gross negligence
        and/or
        willful misconduct of any BIORAP Indemnitee.
  BIORAP
        hereby agrees to save, defend, indemnify and bold harmless HaptoGuard, its
        directors, officers, employees and agents, its Affiliates (and its directors,
        officers, employees and agents) and its Sublicensees (and its directors,
        officers, employees and agents) (each, a “HaptoGuard Indemnitee”) from and
        against any and all Losses to which a HaptoGuard Indemnitee may become subject
        as a result of any claim, demand, action or other proceeding by any Third
        Party
        to the extent such Losses arise out of (a) the practice by BIORAP of any
        license
        or use of data provided under Section 8.5(ii), including, but not limited
        to,
        the development, manufacture, handling, storage, sale or other disposition
        of
        any Licensed Product by BIORAP, its Affiliates and sublicensees. In the event
        a
        party seeks indemnification under Section 9.1(a) or 9.1(b), it shall inform
        the
        other party (the “Indemnifying Party”) of a claim as soon as reasonably
        practicable, after it receives notice of the claim, shall permit the
        Indemnifying Party to assume direction and control of the defense of the
        claim
        (including the right to settle the claim solely for monetary consideration),
        and
        skull cooperate as requested (at the expense of the Indemnifying Party) in
        the
        defense of the claim.
  19
  **9.2**  **Limitation
        of Liability.** EXCEPT
        FOR AMOUNTS PAYABLE UNDER SECTIONS 4 AND 9.1, AND LIABILITY FOR BREACH OF
        CONFIDENTIALITY OR FOR INFRINGEMENT OR MISAPPROPRIATION, NEITHER PARTY SHALL
        BE
        ENTITLED TO RECOVER FROM THE OTHER PARTY ANY INDIRECT, SPECIAL, INCIDENTAL,
        CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS,
        ARISING FROM OR RELATING TO ANY BREACH OF THIS AGREEMENT, REGARDLESS OF ANY
        NOTICE OF THE POSSIBILITY OF SUCH DAMAGES. IT IS SPECIFICALLY AGREED THAT
        EXCEPT
        AS SPECIFICALLY ACKNOWLEDGED BY BIORAP HEREUNDER, RI AND BIORAP SHALL BEAR
        NO
        LIABILITY WITH RESPECT TO LICENSED PATENTS, LICENSED TECHNOLOGY OR ANY PART
        THEREOF OR OTHERWISE WITH RESPECT TO LICENSED PRODUCT.
  Without
        derogating from the foregoing, and notwithstanding anything to the contrary
        herein, BIORAP’s liability under this Agreement will not exceed in the aggregate
        the amount of the consideration paid under this Agreement to BIORAP prior
        to any
        such claim, action or suit creating the liability.
  **9.3**  Insurance.
        From and after such time as HaptoGuard or any of its Affiliates or Sublicensees
        first commences human clinical trials of Licensed Product, HaptoGuard shall,
        or
        shall cause each such Affiliate or Sublicensee to, at its own expense, maintain
        product liability insurance in an amount consistent with industry standards.
        Such insurance shall be subscribed for from a reputable insurance company.
        The
        named insured under such insurance shall be HaptoGuard, the Affiliate or
        the
        Sublicensee (as the case may be), BIORAP and RI and the beneficiaries thereof
        shall include also the respective employees, officers and directors of BIORAP
        and RI. The policy or policies so issued shall include a “cross-liability”
provision pursuant to which the insurance is deemed to be separate insurance
        for
        each named insured (without right of subrogation as against any of the insured
        under the policy, or any of their representatives, employees, officers,
        directors or anyone in their name) and shall further provide that the insurer
        will be obliged to notify each insured in writing at least 30 (thirty) days
        in
        advance of the expiry or cancellation of the policy or policies. HaptoGuard
        hereby undertakes, and shall cause its Affiliates and Sublicensees to undertake,
        to comply punctually with all obligations imposed upon it under such policy
        or
        policies and in particular, without limiting the generality of the aforegoing,
        to pay in full and punctually all premiums and other payments for which it
        is
        liable pursuant to such policy or policies. HaptoGuard shall, and shall cause
        its Affiliates and Sublicensees to, submit to BIORAP copies of the aforesaid
        insurance policy or policies within 14 (fourteen) days of the date of issue
        of
        each such policy.
  20
  **9.4**  **Dispute
        Resolution.** All
        disputes arising out of or related to this Agreement, including disputes
        that
        may involve the Affiliates of any party performing hereunder ( ***“Disputes”*** ),
        shall
        be resolved in accordance with this Section 9.4.
  **(i)**  Any
        Dispute shall be settled by binding arbitration under the rules of the
        International Chamber of Commerce, in Tel-Aviv, by [*******] arbitrators
        appointed in accordance with said rules immediately upon the request of either
        party, their decision to be final and binding on the parties. The arbitration
        shall be conducted in the English language in Tel-Aviv, Israel. The arbitrators
        shall exert their best efforts to conduct the proceedings so as to issue
        an
        award within [***********] of the appointment of the arbitrator.
  **(ii)**  The
        merits of any Dispute shall be decided in accordance with the law governing
        this
        Agreement, without application of any principle of conflict of laws. Each
        party
        expressly waives any right it may have to a trial by jury of any Dispute,
        and
        also expressly waives any right it may have to seek, or to be awarded, special
        or punitive damages on account of any matter that is the subject of a Dispute.
        Nothing herein shall limit or restrict a party’s ability to seek injunctive or
        other equitable relief in the event of a breach or anticipated breach of
        Section
        6.
  **(iii)**  The
        arbitrators may grant any relief appropriate under the applicable law, but
        may
        not include any penalty or element of punitive or exemplary damages. The
        arbitrators may award the costs and expenses of the arbitration. Any party
        may
        seek emergency, interim or provisional relief prior to the appointment of
        the
        arbitrators from any court of competent jurisdiction without prejudice to
        the
        agreement to arbitrate herein contained. After appointment of the arbitrators,
        any request for such relief shall be addressed to the arbitrators, who shall
        have the power to enter an interim award granting any emergency, interim
        or
        provisional relief to which a party may be entitled ender applicable
        law.
  **(iv)**  Any
        award
        of money shall be in U.S. dollars and bear interest pursuant to Section 4.6
        if
        not paid within thirty (30) days after such award. The award of the tribunal
        may
        be entered and enforced in any court of competent jurisdiction. A court called
        upon to enforce such an award may require a party resisting enforcement to
        pay
        the reasonable attorney fees and costs of the party seeking
        enforcement.
  21
  **(v)**  Any
        duty
        to arbitrate under this Agreement shall remain in effect and enforceable
        after
        termination of this Agreement for any reason.
  **(vi)**  Each
        party has the right before or during the arbitration to seek and obtain from
        the
        appropriate court provisional remedies, such as attachment or preliminary
        injunction, to avoid irreparable harm, maintain the status quo, or preserve
        the
        subject matter of the arbitration. This Section 9.4 shall not apply to any
        dispute, controversy or claim that concerns (i) the validity or infringement
        of
        a patent, trademark or copyright; or (ii) any antitrust, anti-monopoly or
        competition law or regulation, whether or not statutory.
  **10.**
              **Miscellaneous
                  Provisions**
  **10.1**  **Governing
        Law.** This
        Agreement shall be governed by, and construed and enforced in accordance
        with,
        the laws of Israel, excluding its conflicts of laws principles.
  **10.2**  **Entire
        Agreement; Modification.** This
        Agreement (including the Exhibits hereto) is both a final expression of the
        parties’ agreement and a complete and exclusive statement with respect to all of
        its terms. This Agreement supersedes all prior and contemporaneous agreements
        and communications, whether oral, written or otherwise, concerning any and
        all
        matters contained herein, including any previous agreements or understandings
        between RI and/or BIORAP and Mr. Noah Berkowitz. No rights or licenses with
        respect to any intellectual property of either party are granted or deemed
        granted hereunder or in connection herewith, other than those rights expressly
        granted in this Agreement. No trade customs, courses of dealing or courses
        of
        performance by the parties shall be relevant to modify, supplement or explain
        any term(s) used in this Agreement. This Agreement may not be modified or
        supplemented by any purchase, order, change order, acknowledgment, order
        acceptance, standard terms of sale, invoice or the like. This Agreement may
        only
        be modified or supplemented in a writing expressly stated for such purpose
        and
        signed by the parties to this Agreement.
  **10.3**  **Relationship
        Between the Parties.** The
        parties’ relationship, as established by this Agreement, is solely that of
        independent contractors. This Agreement does not create any partnership,
        joint
        venture or similar business relationship between the parties. Neither party
        is a
        legal representative of the other party, and neither party can assume or
        create
        any obligation, representation, warranty or guarantee, express or implied,
        on
        behalf of the other party for any purpose whatsoever.
  **10.4**  **Non-Waiver.** The
        failure of a party to insist upon strict performance of any provision of
        this
        Agreement or to exercise any right arising out of this Agreement shall neither
        impair that provision or right nor constitute a waiver of that provision
        or
        right, in whole or in part, in that instance or in any other instance. Any
        waiver by a party of a particular provision or right shall be in writing,
        shall
        be as to a particular matter and, if applicable, for a particular period
        of time
        and shall be signed by such party.
  **10.5**  **Assignment.** Except
        as
        expressly provided hereunder, neither this Agreement nor any rights or
        obligations hereunder may be assigned or otherwise transferred by either
        party
        without the prior written consent of the other party (which consent shall
        not be
        unreasonably withheld); *provided,
        however,* that
        either party may assign this Agreement and its rights and obligations hereunder
        without the other party’s consent in connection with the transfer or sale of all
        or substantially all of the business of such party to which this Agreement
        relates to an Affiliate or Third Party, whether by merger, sale of stock,
        sale
        of assets or otherwise. In the event of such transaction, however, intellectual
        property rights of the acquiring party to such transaction (if other than
        one of
        the parties to this Agreement), which are not specific to Licensed Technology,
        shall not be included in the technology licensed hereunder. The rights and
        obligations of the parties under this Agreement shall be binding upon and
        inure
        to the benefit of the successors and permitted assigns of the parties. Any
        assignment not in accordance with this Agreement shall be void.
  22
  **10.6**  **No
        Third Party Beneficiaries.** This
        Agreement is neither, expressly nor impliedly made for the benefit of any
        party
        other than those executing it, except for RI.
  **10.7**  **Severability.** If,
        for
        any reason, any part of this Agreement is adjudicated invalid, unenforceable
        or
        illegal by a court of competent jurisdiction, such adjudication shall not
        affect
        or impair, in whole or in part, the validity, enforceability or legality
        of any
        remaining portions of this Agreement. All remaining portions shall remain
        in
        full force and effect as if the original Agreement had been executed without
        the
        invalidated, unenforceable or illegal part.
  **10.8**  **Notices.** Any
        notice to be given under this Agreement must be in writing and delivered
        either
        in person, by any method of mail (postage prepaid) requiring return receipt,
        or
        by overnight courier or facsimile confirmed thereafter by any of the foregoing,
        to the party to be notified at its address(es) given below, or at any address
        such party has previously designated by prior written, notice to the other.
        Notice shall be deemed sufficiently given for all purposes upon the earlier
        of:
        (a) the date of actual receipt; (b) if mailed, five (5) business days after
        the
        date of postmark; or (c) if delivered by overnight courier with guaranteed
        next
        day delivery, the next business day the overnight courier regularly makes
        deliveries.
  If
        to
        HaptoGuard, notices must be addressed to:
  HaptoGuard,
        Inc.
 Attention:
        Noah Berkowitz
 C/o
        EITAN
        PEARL LATZER COHEN ZEDEK, LLP
 10
        Rockefeller Plaza, Suite 1001
 New
        York,
        New York 10020
 Facsimile:
        212 632 3490
  If
        to
        BIORAP, notices must be addressed to:
  1
        Efron
        Street
 P.O.
        Box
        9697
 Haifa
        31096
 Attention:
        CEO
 Telephone:
        + 972-8295365
 Facsimile:
        + 972-4-8552296
  **10.9**  **Force
        Majeure.** Each
        party shall be excused from liability for the failure or delay in performance
        of
        any obligation under this Agreement other than failure to pay when due by
        reason
        of any event beyond such party’s reasonable control, including, but not limited
        to, Acts of God, fire, flood, explosion, earthquake, or other natural forces,
        war, terrorism, civil unrest, accident, destruction or other casualty, any
        lack
        or failure of transportation facilities, any lack or failure of supply of
        raw
        materials, any strike or labor disturbance, or any other event beyond reasonable
        control of the parties similar to those enumerated above. Such excuse from
        liability shall be effective only to the extent and duration of the event(s)
        causing the failure or delay in performance and provided that the party has
        not
        caused such event(s) to occur. Notice of a party’s failure or delay in
        performance due to force majeure must be given to the other party within
        ten
        (10) calendar days after its occurrence. All delivery dates under this Agreement
        that have been affected by force majeure shall be tolled for the duration
        of
        such force majeure. In no event shall any party be required to prevent or
        settle
        any labor disturbance or dispute. Should the performance of obligations
        hereunder be suspended in the U.S. for reasons not related to manufacturing
        or
        intentional product contamination by a Third Party and the situation prevails
        for one hundred and eighty (180) days, then the non-invoking party may at
        any
        time thereafter terminate this Agreement forthwith and the provisions of
        Section
        9.5 hereof shall apply. In the case where performance is suspended in the
        U.S.
        for reasons related to manufacturing or intentional product contamination,
        then
        within one hundred and twenty (120) days of such suspension, the party invoking
        rights under this Section will start to remedy the suspension and adhere
        to a
        stated workplan following start of the remedy, the workplan designed to address
        the suspension in a expeditious manner.
  23
  **10.10**  **Legal
        Fees.** If any
        party to this Agreement resorts to any legal action or arbitration in connection
        with this Agreement, the prevailing party shall be entitled to recover
        reasonable fees of attorneys and other professionals in addition to all court
        costs and arbitrator’s fees which that party may incur as a result.
  **10.11**  **Headings.** The
        headings contained in this Agreement have been added for convenience only
        and
        shall not be construed as limiting or used in the interpretation of this
        Agreement.
  **10.12**  **Counterparts.** This
        Agreement may be executed in two or more counterparts, each of which shall
        be
        deemed an original document, and all of which, together with this writing,
        shall
        be deemed one instrument.
  **10.13**  **Language.** The
        parties hereto confirm their agreement that this Agreement, as well as any
        amendment hereto and all other documents related hereto (including legal
        notices) and all information disclosed hereunder shall be in the English
        language only.
  **[REMAINDER
        OF THIS PAGE INTENTIONALLY LEFT BLANK]**
  **Portions
          of this Exhibit were omitted and have been filed separately with the Secretary
          of the Commission pursuant to the Company’s application requesting confidential
          treatment under Rule 24b-2 under the Securities Exchange Act of
          1934.**
  24
  **In
        Witness Whereof** ,
        the
        parties hereto have duly executed this **Research
        and License Agreement** ,
        including the Exhibit attached hereto and incorporated herein by
        reference.
  BIO-RAP
                    TECHNOLOGIES LTD.
                HAPTOGUARD,
                    INC.By:
                    /s/ David Promof
                By:
                    /s/ Noah BerkowitzName: David Promof
                Name: Noah BerkowitzTitle:
                    CEO
                Title:
                    CEO
 [S IGNATURE P AGE
            TO R ESEARCH
            AND L ICENSE A GREEMENT ]
 25
  **EXHIBIT
        A**
  **Licensed
        Patents as of the Effective Date**
  **[********************************************************************************************************
                *********************************************************]**  **Our
                    Ref**
                
                **Country**
                
                **Filing
                    Date**
                
                **Application
                    No.**
                
                **Issue
                    Date**
                
                **Patent
                    No.**
                
                **Next
                    Action**[*********]
                
                
                [***
                  [**********
                ]
                  ]
                
                [*********
                ]
                
                [***********
                ]
                
                [********
                ]
                
                [********
                ]
                
                [*********
                  [*********
                ]
                  ]
  **[********************************************************************************************************
                ************************************************************]****Our
                  Ref**
              
              **Country**
              
              **Filing
                  Date**
              
              **Application
                  No.**
              
              **Issue
                  Date**
              
              **Patent
                  No.**
              
              **Next
                  Action**[*****]
              
              
              [***
              ]
              
              [********
              ]
              
              [*********
              ]
              
              
              
              
              
              
              
              [*********
                [*********
              ]
                ]
  **[**************************************************************************************************************]****Our
                  Ref**
              
              **Country**
              
              **Filing
                  Date**
              
              **Application
                  No.**
              
              **Issue
                  Date**
              
              **Patent
                  No.**
              
              **Next
                  Action**[*********]
              
              
              [***
                [***
              ]
                ]
              
              [*********
              ]
              
              [*********
              ]
              
              [*********
              ]
              
              
              
              
              [***
                [*********
              ]
                ][****]
              
              
              [**
                [*********
              ]
                ]
              
              [*********
              ]
              
              [*********
              ]
              
              
              
              
              
              
              
              [***
                [*********
              ]
                ]
  **[************************************************************************************************]****Our
                  Ref**
              
              **Country**
              
              **Filing
                  Date**
              
              **Application
                  No.**
              
              **Issue
                  Date**
              
              **Patent
                  No.**
              
              **Next
                  Action**[*********]
              
              
              [***
                [***
              ]
                ]
              
              [*********
              ]
              
              [*********
              ]
              
              [*********
              ]
              
              [*********
              ]
              
              [***
                [*********
              ]
                ][*****]
              
              
              [****
                [*********
              ]
                ]
              
              [*********
              ]
              
              [*********
              ]
              
              
              
              
              
              
              
              [***
                [*********
              ]
                ]
  **[********************************************************************************************************
                *********************************************************]****Our
                  Ref**
              
              **Country**
              
              **Filing
                  Date**
              
              **Application
                  No.**
              
              **Issue
                  Date**
              
              **Patent
                  No.**
              
              **Next
                  Action**[*****]
              
              
              [***
                [***
              ]
                ]
              
              [*********
              ]
              
              [*********
              ]
              
              
              
              
              
              
              
              [*************
                [*********
              ]
                ]
 
 Portions
        of this Exhibit were omitted and
        have been filed separately with the Secretary of the Commission pursuant
        to the
        Company’s application requesting confidential treatment under Rule 24b-2 under
        the Securities Exchange Act of 1934.
  26
  **EXHIBIT
        B**
  **Research
        Plan**
  [******************************************************************** ***************************
 ****************************************** ****************************************************** *******
 ******** ********************************************************************* ************ **************
 ******************************************* *************************************** *********************
 ********* ****************************************************************** *** *************************
 ******************************************** ************************ ***********************************
 ******]
  Portions
        of this Exhibit were omitted and have
        been filed separately with the Secretary of the Commission pursuant to the
        Company’s application requesting confidential treatment under Rule 24b-2 under
        the Securities Exchange Act of 1934.
 27
  **EXHIBIT
        C**
  **Milestones**
  [*********************************************]
  [**************************************************************** **************************************
 *************************** ***************************************************************** **********
 ******************************************************* ***********************************************
 *************************].
  **[***********************************]**
  [********************************************************** *************************************
 ********************** *********************************************************** ************** ********
 ************************************* ************************************************** ********* *******
 *****************************************************************].
  Portions
        of this Exhibit were omitted and
        have been filed separately with the Secretary of the Commission pursuant
        to the
        Company’s application requesting confidential treatment under Rule 24b-2 under
        the Securities Exchange Act of 1934.
  28
  To
 Mr.
        Noah Berkowitz
  We,
        the
        undersigned, the Rappaport Institute for Research in the Medical Sciences
        (the
“Rappaport Institute”), Bio-Rap Technologies Ltd. (“Bio-Rap”) And HaptoGuard
        Ltd., hereby represent, warrant and covenant as follows:
  1.
              The
                  License and Research Agreement between BioRap and HaptoGuard Inc.,
                  dated
                  July 12, 2004 (the “Agreement”), supersedes all prior and contemporaneous
                  agreements and communications, whether oral, written or otherwise,
                  concerning any and all matters contained therein, including any
                  previous
                  agreements or understandings between the Rappaport Institute and/or
                  BioRap
                  and/or HaptoGuard Ltd. and/or Dr. Andrew Levy and yourself (“Previous
                  Agreements”).
  2.
              Any
                  and all Previous Agreements, to the extent they exist, are null
                  and void*ab**initio*,
                  and never had any binding effect on any party thereto, and we have
                  no
                  claim in relation thereto.
 7/12/04
                /s/
                    David PromofDate
                Rappaport Institute for Research inthe
                    Medical Sciences/s/
                    David PromofBio-Rap Technologies Ltd./s/ Noah BerkowitzHaptoGuard
                    Ltd.
   29




**AMENDMENT
      TO LICENSE AND RESEARCH AGREEMENT**




This
      Amendment to License and. Research Agreement (the “ **Addendum** ”)
      is
      made and entered into on the 23rd day of March, 2005 (the “ **Effective
      Date** ”)
      by and
      between BIO-RAP Technologies Ltd. an Israeli corporation, located at l Efron
      Street, Haifa, Israel (“ **BIORAP** ”)
      on its
      own behalf and on behalf of the Rappaport Family Institute for Research in
      the
      Medical Sciences (“ **RI** ”)
      and
      HaptoGuard, Inc, a Delaware corporation, located at 2050 Center Avenue, Suite
      200, Fort Lee, NJ 07024 (“ **HaptoGuard** ”)




**WHEREAS** ,
      BIORAP,
      RI and HaptoGuard entered into a License and Research Agreement effective as
      of
      July 12, 2004 (the “ **Agreement** ”);
      and




**WHEREAS** ,
      BIORAP
      has agreed to grant HaptoGuard an option to expand the scope of the right and
      license granted to HaptoGuard under the Agreement, as more fully set forth
      in
      this Addendum, and the parties hereto wish to amend the Agreement and
      incorporate therein the terms and conditions stated below.




**NOW
      THEREFORE** ,
      the
      parties hereto hereby agree to as follows:




1.
            All
                capitalized terms used in this Addendum that are not otherwise defined
                herein shall have the respective meanings set forth in the
                Agreement.




2.
            Section
                3 1 of the Agreement shall be deleted in its entirety and replaced
                with
                the following:




“3.1
      “ **License
      Grant** .
      Subject
      to the rights and licenses which BIORAP has granted pursuant to Section 3.4
      below, and the terms and conditions of this Agreement, BIORAP hereby grants
      to
      HaptoGuard and its, Affiliates during the Term; an exclusive; worldwide, royalty
      bearing license; with the right to sublicense; under the- Licensed Technology
      to
      research, develop, make, have made, use, sell, offer for sale, have sold and
      import Licensed Products in the Field.”




3.
            Sections
                3.2 and 3.3 of the Agreement are hereby deleted in their entirety.
                BIORAP
                represents and warrants that Biosite has no rights in and to the
                Licensed
                Technology and Basic Technology.




4.
            A
                new Section 3.2 shall be incorporated in the Agreement as
                follows:




“3.2
      Exclusive Option :
      BIORAP
      hereby grants HaptoGuard an exclusive option to expand the scope of the right
      and license granted to HaptoGuard under the Licensed Technology pursuant to
      Section 3,1 of the Agreement for the sole and exclusive right to research,
      develop, make, have made, use, sell, offer for sale, have sold and import any
      products in any field whatsoever, including, without limitation, Diagnostic
      Genetic Products, Diagnostic Non-Genetic Products, and the Non-Automated
      Diagnostic Field (the “ **Option** ”).
      In
      consideration for the grant of the Option, HaptoGuard shall pay BIORAP an amount
      of [*******] on the Effective Date. This payment shall be non-refundable. The
      Option is solely exercisable by HaptoGuard within [********] of the Effective
      Date by the delivery of a written notice from HaptoGuard to BIORAP and payment
      of an amount of [*******] to BIORAP.


**Portions
        of this Exhibit were omitted and have been filed separately with the Secretary
        of the Commission pursuant to the Company’s application requesting confidential
        treatment under Rule 24b-2 under the Securities Exchange Act of
        1934.**







In
      addition to the right and license granted in the Option, upon the exercise
      of
      the Option by HaptoGuard:




i)
      HaptoGuard shall have the right to request BIORAP, in writing, to immediately
      terminate the License Agreement between ARUP Laboratories and BIORAP of June
      15,
      2004 (the “ **ARUP
      License Agreement** ”)
      in
      accordance with its terms, including the prior notice requirement, and BIORAP
      shall immediately terminate the ARUP License Agreement, in accordance with
      its
      terms HaptoGuard agrees to assume any and all financial obligations arising
      therefrom, including, without limitation, the payments specified in Section
      10.5
      of the ARUP License Agreement as a result of such termination.




ii)
      In
      the event the ARUP License Agreement is terminated pursuant to the terms and
      conditions thereof due to breach by ARUP Laboratories prior to the exercise
      of
      the Option, BIORAP shall assign to HaptoGuard all rights under the ARUP License
      Agreement.




iii)
      In
      the event that HaptoGuard does not request BIORAP to terminate the ARUP License
      Agreement, BIORAP shall assign to HaptoGuard all of its rights and obligations
      thereunder, by written notice to ARUP, and HaptoGuard shall be deemed as having
      assumed and agreeing to fully and faithfully perform all the obligations of
      BIORAP under the ARUP License Agreement as of the date of exercise of the
      Option.




It
      is
      understood and agreed by the parties, that the rights of HaptoGuard under the
      Option in the Territory (as defined in the ARUP License Agreement), are subject
      to the actual termination of the ARUP License Agreement in accordance with
      its
      terms.




5.
            Section
                3 5 of the Agreement is hereby deleted in its entirety and replaced
                with
                the following:




“Notwithstanding
      Sections 3.1 and 3.3, RI shall have the right to use the Licensed Technology
      for
      academic non-commercial research purposes in any field. For as long as
      HaptoGuard does not exercise the Option, and following expiration of the Option
      without it having been exercised, RI shall be free to use the Licensed
      Technology for any purpose outside the Field.




6.
            Section
                4.4 of the Agreement shall be deleted in its entity and replaced
                with the
                following:




“Division
      of Receipts in respect of Diagnostic Products, HaptoGuard shall pay BIORAP
      an
      amount equal to [****************] of any and all Receipts received by
      HaptoGuard. In the event that HaptoGuard exercises the Option as provided
      hereunder, HaptoGuard shall pay BIORAP an amount equal to [*************] of
      any
      and all Receipts received by HaptoGuard as of the date of exercise of the
      Option”.


**Portions
        of this Exhibit were omitted and have been filed separately with the Secretary
        of the Commission pursuant to the Company’s application requesting confidential
        treatment under Rule 24b-2 under the Securities Exchange Act of
        1934.**









7.
            Except
                for the changes and/or additions stated herein, all the other terms
                of the
                Agreement shall remain valid and bind the parties hereto without
                any
                change. In any case of a contradiction between the provisions of
                this
                Addendum and the provisions of the Agreement, the provisions of this
                Addendum shall prevail. This Addendum is incorporated into and made
                part
                of the Agreement.




**IN
      WITNESS WHEREOF** ,
      the
      parties hereby sign this Addendum:





BIO-RAP Technologies
                Ltd.
              
              HaptoGuard, Inc.By:
              /s/
                David
                Promof
              
              By:
              /s/
                Noah
                BerkowitzName:
David
                Promof
              
              
              Name:
Noah
                BerkowitzTitle: CEO
              
              
              Title:CEO


**Portions
        of this Exhibit were omitted and have been filed separately with the Secretary
        of the Commission pursuant to the Company’s application requesting confidential
        treatment under Rule 24b-2 under the Securities Exchange Act of
        1934.**




**SECOND
      AMENDMENT TO LICENSE AND RESEARCH AGREEMENT**


This
          Second Amendment to License and Research Agreement (the “ **Second
          Addendum** ”)
          is
          made and entered into on the 1st day of April 2007 (the “ **Effective
          Date of the Second Addendum** ”)
          by and
          between BioRap Technologies Ltd an Israeli corporation, located at 1 Efron
          Street, Haifa, Israel (“ **BIORAP** ”)
          on its
          own behalf and on behalf of the Rappaport Family Institute for Research
          in the
          Medical Sciences (“ **RI** ”);
          and
          Alteon, Inc., a Delaware corporation, located at 6 Campus Drive, Parsippany,
          New
          Jersey 07054 which is the successor in interest company of Haptoguard,
          Inc.,
          (“ **Alteon** ”).
  **WHEREAS** ,
          BIORAP,
          RI and HaptoGuard (now Alteon) entered into a License and Research Agreement
          effective as of July 12, 2004, as amended on March 23, 2005 (the “ **Agreement** ”);
          and
  **WHEREAS** ,
          pursuant to a License Agreement between BIORAP and Associated Regional
          and
          University Pathologists Inc doing business at ARUP Laboratories at the
          University of Utah, U.S.A (“ **ARUP** ”)
          dated
          15 June, 2004, BIORAP granted ARUP a non-exclusive license under certain
          of the
          Licensed Patents filed prior to the Effective Date of the Agreement in
          respect
          of portions of the Basic Technology, to research, develop, make, have made,
          use,
          sell, offer for sale, have sold and import certain diagnostic products
          and
          services (“ **the**  **ARUP
          Agreement** ”);
          and
  **WHEREAS** ,
          BIORAP
          has agreed to assign and transfer to Alteon all of BIORAP’s rights and
          obligations under the ARUP Agreement pursuant to an Assignment Agreement
          in the
          form attached hereto as **Exhibit
          D** ,
          to be
          executed by the parties simultaneously with the execution of this Second
          Addendum, subject to the terms and conditions contained herein; and
  **WHEREAS** ,
          BIORAP
          has agreed to grant Alteon the right and license as set forth below under
          the
          Agreement, and the parties hereto wish to amend the Agreement and incorporate
          therein the terms and conditions stated below.
  **NOW
          THEREFORE** ,
          the
          parties hereto hereby agree to as follows:
  1.
                All
                    capitalized terms used in this Second Addendum that are not otherwise
                    defined herein shall have the respective meanings set forth in
                    the
                    Agreement
  2.
                Throughout
                    the Agreement, the word “HaptoGuard” shall be changed to
                    “Alteon”.
  3.
                The
                    definition of “Basic Technology” in Section 1.3 of the Agreement shall be
                    deleted in its entirety and replaced with the
                    following:
  “1.3
          “ **Basic
          Technology** ”
shall
          mean the Know-How conceived and developed by the Principal Investigator
          in the
          course of research conducted at RI in the field of testing, detection,
          and/or
          measurement for diagnostic or predictive purposes in vascular or cardiac
          diseases (including, diagnostic devices or products for the measurement
          of the
          haptoglobin protein and/or DNA), and/or the therapeutic treatment of vascular
          or
          cardiac diseases.”
  **Portions
            of this Exhibit were omitted and have been filed separately with the
            Secretary
            of the Commission pursuant to the Company’s application requesting confidential
            treatment under Rule 24b-2 under the Securities Exchange Act of
            1934.**
 
  4.
                The
                    definition of “Field” in Section 1.9 of the Agreement shall be deleted in
                    its entirety and replaced with the
                    following:
  “1.9
          “ **Field** ”
shall
          mean any and all fields, including any and all diagnostic, therapeutic,
          prognostic, theranostic and/or screening assays.”
  5.
                (i)
                    The parties agree that for the purposes of the Agreement, the
                    Licensed
                    Patents as of the Effective Date of the Second Addendum are listed
                    in**Exhibit
                    A(1)**hereto.
  (ii)  The
          definition of “Licensed Product” in Section 1,.14 of the Agreement shall be
          deleted in its entirety and replaced with the following:
  “1.14
          “ **Licensed
          Product** ”
shall
          mean: (i) any Diagnostic Product; and (ii) any Therapeutic
          Product.”
  6.
                A
                    definition of “Diagnostic Product” shall be added to the Definitions
                    section (Section 1) as set out below, and all references in the
                    Agreement
                    to Diagnostic Genetic Product and to Diagnostic Non-Genetic Product
                    shall
                    be deemed to refer to Diagnostic Product (as defined below),
                    save for the
                    reference to Diagnostic Genetic Product in Section 3.5 which
                    shall remain
                    unchanged:
  “1.7A
          “ **Diagnostic
          Product** ”
shall
          mean any product and/or service, other than a Therapeutic Product, fat
          use in
          any Field, the development, production, rendering, or sale of which includes
          the
          use of the Licensed Technology (or any part thereof) or which is otherwise
          covered by, or falls within the scope of, or which is produced, manufactured,
          or
          rendered (as the case may be) using a process or method covered by or falling
          within the scope of, any Valid Claim of any Licensed Patent.”
  7.
                The
                    definition of “Therapeutic Product” in Section 1.33 of the Agreement shall
                    be deleted in its entirety and replaced with the
                    following:
  “1.33
          “ **Therapeutic
          Product** ”
shall
          mean any product solely for the treatment of any disease or condition in
          humans
          and/or animals, the development, production, rendering, or sale of which
          is
          covered by, or falls within the scope of, or which is produced, manufactured,
          or
          rendered (as the case may be) using a process or method covered by or falling
          within the scope of, any Valid Claim of any Licensed Patent.”
  8.
                Section
                    3.1 of the Agreement shall be deleted in its entirety and replaced
                    with
                    the following:
  “3.1 **License
          Grant** .
          BIORAP
          hereby grants to Alteon and its Affiliates during the Term, the
          following:
  i)
                an
                    exclusive, worldwide, royalty bearing license, with the right
                    to
                    sublicense, in respect of and under the Licensed Technology;
                    to research,
                    develop, make, have made, use, sell, offer for sale, have sold
                    and import
                    Licensed Products; and
 **Portions
            of this Exhibit were omitted and have been filed separately with the
            Secretary
            of the Commission pursuant to the Company’s application requesting confidential
            treatment under Rule 24b-2 under the Securities Exchange Act of
            1934.**
  -2-
  ii)
                an
                    exclusive, worldwide, royalty bearing license, with the right
                    to
                    sublicense, under the Licensed Patents filed in respect of the
                    Basic
                    Technology (or any portion thereof) after the Effective Date
                    of the
                    Agreement; to research, develop, make, have made, use, sell,
                    offer for
                    sale, have sold and import Licensed
                    Products.”
  9.
                BIORAP
                    represents and warrants that Biosite has no rights in and to
                    the Licensed
                    Technology and Basic Technology BIORAP undertakes that BIORAP
                    will not
                    license, assign, transfer, or give a right in or to; or enter
                    any
                    agreement with any third party for the exploitation and/or
                    commercialization of the Basic Technology and the Licensed Patents
                    filed
                    in respect of the Basic Technology (or portion thereof) before
                    the
                    Effective Date of the Agreement in any
                    country.
  10.
                The
                    parties agree that the ARUP Agreement shall be deemed to be a
“Sublicense”
                    and ARUP shall be deemed to be a “Sublicensee” under the
                    Agreement.
  11.
                Section
                    4.1 of the Agreement shall be deleted in its entity and replaced
                    with the
                    following:
  “4.1A **Research
          Funding** .
          Alteon
          agrees to make research funding payments to BIORAP for a period of [********]
          commencing on [************] in the amount of [**********
 ********************* ******* ************************************************ ******** **
 **** ************** ******************************************************* ********* ****
 ******** *************************************]
          for research performed
          at RI pursuant to the Research Plan and the terms of this
          Agreement.”
 
 12.
                Section
                    4.2 of the Agreement shall be deleted in its entirety and replaced
                    with
                    the following:
  “ **Milestone
          Payments - Therapeutic Products** .
          Alteon
          agrees to pay BioRap the following milestone payments (irrespective of
          whether
          or not there is any Sublicense):
  [******]  [******************************************************************* **** *******
 *************************************** ***************** *******];
          and
 **Portions
            of this Exhibit were omitted and have been filed separately with the
            Secretary
            of the Commission pursuant to the Company’s application requesting confidential
            treatment under Rule 24b-2 under the Securities Exchange Act of
            1934.**
  -3-
  [******]  [**************************************************** *************************
 ***************************************** * **********************].”
  13.
                Section
                    4.3 of the Agreement shall be deleted in its entirety and replaced
                    with
                    the following:
  “ **Royalties
          on Sales of Therapeutic Products** .
          Alteon
          agrees to pay BIORAP with respect to the Net Sales of each Therapeutic
          Product
          the following royalty:
  i)
                a
                    royalty of
                    [***********************************************************************************************************************];
  ii)
                a
                    royalty of
                    [******************************************************************************
                  ***************************************************************];
  iii)
                a
                    royalty of [****************************************************
                    *************************
                  ****************************************************************];
  iv)
                a
                    royalty of [****************************************************
                    *************************
                  ****************************************************************].”
  14.
                Alteon
                    acknowledges that it is aware that the Principal Investigator,
                    acting in
                    collaboration with Kupat Holim Clalit, is conducting certain
                    tests at RI
                    using the Licensed Information (or part thereof) on patients
                    diagnosed
                    with diabetes (“**the****Test**”).
                    Alteon hereby authorises BIORAP to negotiate and finalize the
                    terms and
                    conditions of a license agreement with any third party in Israel
                    solely
                    for the use and commercialisation of the Test in Israel with
                    no right to
                    sublicense to any other party, which shall be executed by Alteon,
                    as
                    licensor, subject to Alteon’s review and approval of such terms and
                    conditions which approval shall not be delayed or withheld unreasonably
                    (“**the****Israeli
                    Commercialization Agreement**”).
                    The parties agree that Alteon shall be entitled to negotiate
                    and execute
                    similar agreements with third parties in any other country in
                    the world,
                    (the Israeli Commercialization Agreement and such other agreements,
                    collectively, “**the****Commercialization
                    Agreements**”),
                    all subject to subparagraph (ii) of the amended Section 4.4 in
                    paragraph
                    19 below. BIORAP agrees that Alteon shall be the exclusive licensee
                    of any
                    data, results, intellectual property that result from the
                    Test.
  15.
                Alteon
                    has submitted to BIORAP, for its approval, an initial Development
                    Plan for
                    the development and commercialization of the Diagnostic Products
                    (including the Test). The said initial Development Plan, as approved
                    by
                    BIORAP is attached hereto marked**Exhibit
                    E**.
                    Within [********] of the Effective Date of the Second Addendum,
                    Alteon
                    shall submit a detailed Development Plan to BIORAP for its approval,
                    not
                    to be unreasonably withheld.
  **Portions
            of this Exhibit were omitted and have been filed separately with the
            Secretary
            of the Commission pursuant to the Company’s application requesting confidential
            treatment under Rule 24b-2 under the Securities Exchange Act of
            1934.**
  -4-
  For
          the
          purposes of the Agreement, “ **Development
          Plan** ”
means
          a
          development plan specifying the activities and timetable necessary to develop
          [***************
 ********************************************************************************** ***********
 *********************************************************************** **********************
 ***********************************************].
  Alteon
          shall provide BIORAP with semi-annual written progress reports, commencing
          on
          [*******], of the development and commercialisation activities for the
          Licensed
          Product undertaken by Alteon pursuant to the Development Plan.
  16.
                The
                    sections of Exhibit C entitled “**Development
                    Milestones for Therapeutic Products**”
                    and “**Payment
                    Milestones for Diagnostic Products**”,
                    respectively shall be deleted in their entirety and the following
                    new
                    section shall be added to Exhibit
                    C:
  “ **Development
          Milestones for Diagnostic Products (including the Test):**
  [*************************************************************************** **********
 *].
          Without derogating from any of Alteon’s obligations pursuant to Section 4,
          Alteon, at its sole option may extend the foregoing by
          [*************************************************************************** **********
 ****************************************************************** ********************
 *].”
  17.
                The
                    following new Section 4.4A shall be added before Section
                    4.4:
  “ **Royalties
          on Sales of Diagnostic Products** .
          Alteon
          shall pay BIORAP a royalty of [*****************************************
          ***********************************].”
  18.
                The
                    following new Section 4.4B shall be added after Section
                    4.4A:
  “ **Payment
          Milestone for Diagnostic Products** :
  Alteon
          shall pay BIORAP a minimum royalty of: [****************
          **************************************************************************** *********
 ******************************************************* ************ ******************
 ****************************
          commencing on [***************] and, thereafter on [*************
 ******* **************************].
          The amount of the [***************] payable by Alteon as aforesaid shall
          be
          [***************************
          **************************************************************************** *********
 ***********]
          in respect of which Alteon shall have paid *****************].”
  **Portions
            of this Exhibit were omitted and have been filed separately with the
            Secretary
            of the Commission pursuant to the Company’s application requesting confidential
            treatment under Rule 24b-2 under the Securities Exchange Act of
            1934.**
  -5-
  19.
                Section
                    4.4 of the Agreement shall be deleted in its entity and replaced
                    with the
                    following:
  “ **Division
          of Receipts in respect of Diagnostic Products** .
          Alteon
          shall pay BIORAP an amount equal to [********
          *************************************************************************** ***********
 ********************************************** ****************** **********************
 ***************************************************** *********************************
 ***** ************************************* ********************************************
 ******************************* *******************************************************
 ******************** **********************************].”
  20.
                Alteon
                    shall pay BIORAP [************************************************************************
                  ********************************************************************************************
                  ********************************************************************************************
                  *******************************************]
                    by no later than the date of expiry of a period of
                    [***************************************************** ************]
                    it
                    being agreed that such payments are to be made for
                    [**************
 **************************************************]
          (as originally provided in Section 4.4 of the Agreement prior to the deletion
          thereof as set out in paragraph 19 above),
          [**************************************************************** *********]
          respectively, as provided in paragraph 19 above.
 
 21.
                In
                    consideration for the payment to BIORAP of an amount of fifty
                    thousand U S
                    dollars ($50,000), by no later than 1 January 2008, Alteon shall
                    have the
                    following options:
  (i)
          to
          pay BIORAP an amount of [****************************************
          ********************************************************************************************
 ************************************************ ********************************************
 ************************** ******************************************************************
 *************]
          such option to be exercised by Alteon by no later than the expiry of a
          period of
          ****************
 ********************************]
          by written notice to BIORAP together with payment to BIORAP of the said
          amount;
          and
  (ii)
          to
          pay BIORAP an amount of [****************************************
          **********************************************************************
          *************************************************] such option to be exercised
          by Alteon by no later than the expiry of a period of
          [**********************
 ************************************]
          by written notice to BIORAP together with the payment to BIORAP of the
          said
          amount.
  **Portions
            of this Exhibit were omitted and have been filed separately with the
            Secretary
            of the Commission pursuant to the Company’s application requesting confidential
            treatment under Rule 24b-2 under the Securities Exchange Act of
            1934.**
  -6-
  22.
                Section
                    5.2 of the Agreement shall be deleted in its
                    entity.
  23.
                In
                    Section 10.8, the address of Alteon for notice purposes shall
                    be:
  Alteon,
          Inc.
 6
          Campus
          Drive
 Parsippany,
          New Jersey 07054
 Telephone:
          201 818 5500
 Facsimile:
          201 934 0090
 Attention:
          Noah Berkowitz
  With
          a
          copy to:
  Pearl
          Cohen Zedek Latzer; LLP
 1500
          Broadway, 12th Floor
 New
          York,
          New York 10036
 Telephone:
          646 878 0800
 Facsimile:
          646 878 0801
 Attention:
          Mark Cohen
  24.
                Except
                    for the changes and/or additions stated herein, all the other
                    terms of the
                    Agreement shall remain valid and bind the parties hereto without
                    any
                    change. In any case of a contradiction between the provisions
                    of this
                    Second Addendum and the provisions of the Agreement, the provisions
                    of
                    this Addendum shall prevail. This Addendum is incorporated into
                    and made
                    part of the Agreement.
  **IN
          WITNESS WHEREOF** ,
          the
          parties hereby sign this Second Addendum:
  **BIORAP
                    TECHNOLOGIES LTD.**
                **ALTEON,
                    INC.**By:/s/
                    David Promof
                By:/s/
                    Noah BerkowitzName: David Promof
                Name: Noah BerkowitzTitle:CEO
                Title:CEO
  **Portions
            of this Exhibit were omitted and have been filed separately with the
            Secretary
            of the Commission pursuant to the Company’s application requesting confidential
            treatment under Rule 24b-2 under the Securities Exchange Act of
            1934.**
 -7-
  **EXHIBIT
          A(1)**
  **LICENSED
          PATENTS**
  **PCZL
                    No.**
                
                **Filing
                    date**
                
                **App.
                    No.**
                
                **Title**
                
                **Applicant**
                
                **Status**[*********]
                
                [*********]
                
                [**********]
                
                [**********
                  ***********
                  *************
                  ************
                  *******]
                
                [************
                  *********
                  ************
                  ***
                  ************]
                
                [*******][*********]
                
                [*********]
                
                [*******]
                
                [**********
                  ***********
                  *************
                  ************
                  *******]
                
                [************
                  *********
                  ************
                  ***
                  ************]
                
                [*******][*********]
                
                [*********]
                
                [**********]
                
                [**********
                  ***********
                  *************
                  ************
                  *******]
                
                [************
                  *********
                  ************
                  ***
                  ************]
                
                [*******][*********]
                
                [*********]
                
                [*********]
                
                [**********
                  ***********
                  *************
                  ************
                  *******]
                
                [************
                  *********
                  ************
                  ***
                  ************]
                
                [*******][*********]
                
                [*********]
                
                [******]
                
                [**********
                  ***********
                  *************
                  ************
                  *******]
                
                [************
                  *********
                  ************
                  ***
                  ************]
                
                [*******][*********]
                
                [*********]
                
                
                
                [**********
                  ***********
                  *************
                  ************
                  *******]
                
                [************
                  *********
                  ************
                  ***
                  ************]
                
                [*******][*********]
                
                [*********]
                
                
                
                [**********
                  ***********
                  *************
                  ************
                  *******]
                
                [************
                  *********
                  ************
                  ***
                  ************]
                
                [*******][*********]
                
                [*********]
                
                ***************
                
                [**********
                  ***********
                  *************
                  ************
                  *******]
                
                [************
                  *********
                  ************
                  ***
                  ************]
                
                [*******][*********]
                
                [*********]
                
                ***************
                
                [**********
                  ***********
                  *************
                  ************
                  *******]
                
                [************
                  *********
                  ************
                  ***
                  ************]
                
                [*******]
 **Portions
            of this Exhibit were omitted and have been filed separately with the
            Secretary
            of the Commission pursuant to the Company’s application requesting confidential
            treatment under Rule 24b-2 under the Securities Exchange Act of
            1934.**
  
  **PCZL
                    No.**
                
                **Filing
                    date**
                
                **App.
                    No.**
                
                **Title**
                
                **Applicant**
                
                **Status**
 [*********]
                
                [*********]
                
                [*********]
                
                [**********
                  ***********
                  *************
                  ************
                  *******]
                
                [************
                  *********
                  ************
                  ***
                  ************]
                
                [*******][*********]
                
                [*********]
                
                
                
                [**********
                  ***********
                  *************
                  ************
                  *******]
                
                [************
                  *********
                  ************
                  ***
                  ************]
                
                [*******][*********]
                
                [*********]
                
                [**********]
                
                [***********
                  *************
                  ************
                  *******]
                
                [************
                  *********
                  ************
                  ***
                  ************]
                
                [*******][*********]
                
                [*********]
                
                [**********]
                
                [*************
                  **************
                  *************
                  ****************
                  ****************
                  ***********
                  ******************
                  ***********]
                
                [************
                  *********
                  ************
                  ***
                  ************]
                
                [**********][*********]
                
                [*********]
                
                [*********]
                
                [**************
                  *************
                  ****************
                  ****************
                  ***********
                  ******************
                  ***********]
                
                [************
                  *********
                  ************
                  ***
                  ************]
                
                [*******][*********]
                
                [*********]
                
                [**********]
                
                [**************
                  *****************
                  **********
                  **************
                  *************
                  *************
                  ***************]
                
                [************
                  *********
                  ************
                  ***
                  ************]
                
                **********
 [*********]
                
                [*********]
                
                [*********]
                
                [*************
                  **************
                  *************
                  ****************
                  ****************
                  ***********
                  ******************
                  ***********]
                
                [************
                  *********
                  ************
                  ***
                  ************]
                
                [*******]
  **Portions
          of this Exhibit were omitted and have been filed separately with the Secretary
          of the Commission pursuant to the Company’s application requesting confidential
          treatment under Rule 24b-2 under the Securities Exchange Act of
          1934.**
  
  **PCZL
                    No.**
                
                **Filing
                    date**
                
                **App.
                    No.**
                
                **Title**
                
                **Applicant**
                
                **Status**
 [*********]
                
                [*********]
                
                [**********]
                
                [*************
                  **************
                  *************
                  ****************
                  ****************
                  ***********
                  ******************
                  ***********]
                
                [************
                  *********
                  ************
                  ***
                  ************]
                
                **********[*********]
                
                [*********]
                
                [**********]
                
                [*************
                  **************
                  *************
                  ****************
                  ****************
                  ***********
                  ******************
                  ***********]
                
                [************
                  *********
                  ************
                  ***
                  ************]
                
                [*******][*********]
                
                [*********]
                
                [*********]
                
                [*************
                  **************
                  *************
                  ****************
                  ****************
                  ***********
                  ******************
                  ***********]
                
                [************
                  *********
                  ************
                  ***
                  ************]
                
                [*******][*********]
                
                [*********]
                
                [*******]
                
                [************
                  **************
                  ***********
                  ***************
                  *****************
                  *****************
                  ******************
                  ************
                  ****************
                  ***********]
                
                [************
                  *********
                  ************
                  ***
                  ************]
                
                [*******]
 [*********]
                
                [*********]
                
                [******]
                
                [************
                  **************
                  ***********
                  ***************
                  *****************
                  *****************
                  ******************
                  ************
                  ****************
                  ***********]
                
                [************
                  *********
                  ************
                  ***
                  ************]
                
                [*******]
 **Portions
            of this Exhibit were omitted and have been filed separately with the
            Secretary
            of the Commission pursuant to the Company’s application requesting confidential
            treatment under Rule 24b-2 under the Securities Exchange Act of
            1934.**
  **PCZL
                    No.**
                
                **Filing
                    date**
                
                **App.
                    No.**
                
                **Title**
                
                **Applicant**
                
                **Status**
 [*********]
                
                [*********]
                
                [*********]
                
                [************
                  **************
                  ***********
                  ***************
                  *****************
                  *****************
                  ******************
                  ************
                  ****************
                  ***********]
                
                [************
                  *********
                  ************
                  ***
                  ************]
                
                [*******][*********]
                
                [*********]
                
                [*********]
                
                [************
                  **************
                  ***********
                  ***************
                  *****************
                  *****************
                  ******************
                  ************
                  ****************
                  ***********]
                
                [************]
                  *********
                  ************
                  ***
                  ************
                
                [*******][*********]
                
                [*********]
                
                [*************]
                
                [************
                  **************
                  ***********
                  ***************
                  *****************
                  *****************
                  ******************
                  ************
                  ****************
                  ***********]
                
                [************
                  *********
                  ************
                  ***
                  ************]
                
                [*******][*********]
                
                [*********]
                
                [*********]
                
                [************
                  **************
                  ***********
                  ***************
                  *****************
                  *****************
                  ******************
                  ************
                  ****************
                  ***********]
                
                [************
                  *********
                  ************
                  ***
                  ************]
                
                [*******][*********]
                
                [*********]
                
                [*******]
                
                [************
                  **************
                  ***********
                  ***************
                  *****************
                  *****************
                  ******************
                  ************
                  ****************
                  ***********]
                
                [************]
                  *********
                  ************
                  ***
                  ************
                
                [*******]
  **Portions
            of this Exhibit were omitted and have been filed separately with the
            Secretary
            of the Commission pursuant to the Company’s application requesting confidential
            treatment under Rule 24b-2 under the Securities Exchange Act of
            1934.**
  
  **PCZL
                    No.**
                
                **Filing
                    date**
                
                **App.
                    No.**
                
                **Title**
                
                **Applicant**
                
                **Status**
 [*********]
                
                [*********]
                
                [******]
                
                [************
                  **************
                  ***********
                  ***************
                  *****************
                  *****************
                  ******************
                  ************
                  ****************
                  ***********]
                
                [************
                  *********
                  ************
                  ***
                  ************]
                
                [*******][*********]
                
                [*********]
                
                [******]
                
                [************
                  **************
                  ***********
                  ***************
                  *****************
                  *****************
                  ******************
                  ************
                  ****************
                  ***********]
                
                [************
                  *********
                  ************
                  ***
                  ************]
                
                [*******][*********]
                
                [*********]
                
                [**************]
                
                [************
                  **************
                  ***********
                  ***************
                  *****************
                  *****************
                  ******************
                  ************
                  ****************
                  ***********]
                
                [************
                  *********
                  ************
                  ***
                  ************]
                
                [*******][*********]
                
                [*********]
                
                [*************]
                
                [************
                  **************
                  ***********
                  ***************
                  *****************
                  *****************
                  ******************
                  ************
                  ****************
                  ***********]
                
                [************
                  *********
                  ************
                  ***
                  ************]
                
                [*******]
  **Portions
            of this Exhibit were omitted and have been filed separately with the
            Secretary
            of the Commission pursuant to the Company’s application requesting confidential
            treatment under Rule 24b-2 under the Securities Exchange Act of
            1934.**
  
  **PCZL
                    No.**
                
                **Filing
                    date**
                
                **App.
                    No.**
                
                **Title**
                
                **Applicant**
                
                **Status**
 [*********]
                
                [*********]
                
                [***********]
                
                [************
                  **************
                  ***********
                  ***************
                  *****************
                  *****************
                  ******************
                  ************
                  ****************
                  ***********]
                
                [************
                  *********
                  ************
                  ***
                  ************]
                
                [*******][*********]
                
                [*********]
                
                [***********]
                
                [************
                  **************
                  ***********
                  ***************
                  *****************
                  *****************
                  ******************
                  ************
                  ****************
                  ***********]
                
                [************
                  *********
                  ************
                  ***
                  ************]
                
                [*******][*********]
                
                [*********]
                
                [***************]
                
                [************
                  **************
                  ***********
                  ***************
                  *****************
                  *****************
                  ******************
                  ************
                  ****************
                  ***********]
                
                [************
                  *********
                  ************
                  ***
                  ************]
                
                [*******][*********]
                
                [*********]
                
                [***************]
                
                [************
                  **************
                  ***********
                  ***************
                  *****************
                  *****************
                  ******************
                  ************
                  ****************
                  ***********]
                
                [************
                  *********
                  ************
                  ***
                  ************]
                
                [*******][*********]
                
                [*********]
                
                [**********]
                
                [************
                  **************
                  ***********
                  ***************
                  *****************
                  *****************
                  ******************
                  ************
                  ****************
                  ***********]
                
                [************
                  *********
                  ************
                  ***
                  ************]
                
                [*******][*********]
                
                [*********]
                
                [**********]
                
                [************
                  **************
                  ***********
                  ***************
                  *****************
                  *****************
                  ******************
                  ************
                  ****************
                  ***********]
                
                [************
                  *********
                  ************
                  ***
                  ************]
                
                [*******]
  **Portions
            of this Exhibit were omitted and have been filed separately with the
            Secretary
            of the Commission pursuant to the Company’s application requesting confidential
            treatment under Rule 24b-2 under the Securities Exchange Act of
            1934.**
  
  **PCZL
                    No.**
                
                **Filing
                    date**
                
                **App.
                    No.**
                
                **Title**
                
                **Applicant**
                
                **Status**
 [*********]
                
                [*********]
                
                [**********]
                
                [************
                  **************
                  ***********
                  ***************
                  *****************
                  *****************
                  ******************
                  ************
                  ****************
                  ***********]
                
                [************
                  *********
                  ************
                  ***
                  ************]
                
                [*******][*********]
                
                [*********]
                
                [**************]
                
                [***************
                  *************
                  *****************]
                
                [************
                  *********
                  ************
                  ***
                  ************]
                
                [*******][*********]
                
                [*********]
                
                [**********]
                
                [***************
                  *************
                  *****************]
                
                [************
                  *********
                  ************
                  ***
                  ************]
                
                [*******][*********]
                
                [*********]
                
                [**************]
                
                [******************
                  ****************
                  ****************
                  ****************
                  ***********
                  ********]
                
                [************
                  *********
                  ************
                  ***
                  ************]
                
                [*******][*********]
                
                [*********]
                
                [**********]
                
                [******************
                  ****************
                  ****************
                  ****************
                  ***********
                  ********]
                
                [************
                  *********
                  ************
                  ***
                  ************]
                
                [*******][**********]
                
                [*********]
                
                [*********]
                
                [******************
                  ****************
                  ****************
                  ****************
                  ***********
                  ********]
                
                [************
                  *********
                  ************
                  ***
                  ************]
                
                [*******]
  **Portions
            of this Exhibit were omitted and have been filed separately with the
            Secretary
            of the Commission pursuant to the Company’s application requesting confidential
            treatment under Rule 24b-2 under the Securities Exchange Act of
            1934.**
 
  **Exhibit
          D**
  **Assignment
          Agreement**
  This
          Assignment Agreement ( **“the
          Assignment Agreement”** )
          is made
          and entered into as of April 1, 2007, ( **“the
          Effective Date”** )
          by and
          between BioRap Technologies Ltd., an Israeli corporation, located at 1
          Efron
          Street, Haifa, Israel ( **“BioRap”** )
          on its
          own behalf and on behalf of the Rappaport Family Institute for Research
          in the
          Medical Sciences ( **“RI”** );
          and
          Alteon, Inc., a Delaware corporation, located at 6 Campus Drive, Parsippany,
          New
          Jersey 07054 (which is the successor in interest company of Haptoguard,
          Inc.),
          ( **“Alteon”** ).
  **WHEREAS** BioRap
          and Associated Regional and University Pathologists Inc. doing business
          at ARUP
          Laboratories at the University of Utah, U.S.A. ( **“ARUP”** )
          are
          parties to a License Agreement dated 15 June, 2004, a copy of which is
          attached
          marked **Appendix
          A** ( **“the
          ARUP License Agreement”** );
          and
  **WHEREAS** BioRap
          wishes to assign and transfer all its rights and obligations under ARUP
          License
          Agreement to Alteon and Alteon wishes to receive the assignment of BioRap’s
          rights and obligations as aforesaid, subject to the terms and conditions
          set
          forth herein,
  **NOW,
          THEREFORE** ,
          the
          Parties agree as follows:
  1.
                As
                    of the Effective Date, BioRap hereby assigns all of its rights
                    and
                    obligations under ARUP License Agreement to
                    Alteon.
  2.
                As
                    of the Effective Date, Alteon hereby assumes and agrees to be
                    bound by and
                    fully perform all of the obligations of BioRap under the ARUP
                    License
                    Agreement, and shall take the benefit of all of BioRap’s rights under the
                    ARUP License Agreement.
  3.
                It
                    is agreed by the Parties, that pursuant to the Second Amendment
                    to the
                    License and Research Amendment between the parties effective
                    as of July
                    12, 2004 (as amended on March 23, 2005) to be executed simultaneously
                    herewith (**“the
                    Second Addendum”**),
                    the ARUP Agreement shall be deemed to be a “Sublicense” and ARUP shall be
                    deemed to be a “Sublicensee” under the
                    Agreement.
  4.
                This
                    Assignment Agreement shall be governed for all purposes by the
                    laws of the
                    State of Israel, and the parties hereby submit to the exclusive
                    jurisdiction of the competent courts of Tel
                    Aviv-Jaffa.
  5.
                This
                    Assignment Agreement together with the said License and Research
                    Agreement
                    between the parties (as amended on March 23, 2005 and by the
                    Second
                    Addendum), constitute the entire agreement between the parties
                    hereto in
                    respect of the subject matter hereof; and supersedes all prior
                    agreements
                    or understandings between the parties relating to the subject
                    matter
                    hereof.
  6.
                This
                    Assignment Agreement may be amended only by a written document
                    signed by
                    both parties hereto.
  Portions
          of this Exhibit were omitted and
          have been filed separately with the Secretary of the Commission pursuant
          to the
          Company’s application requesting confidential treatment under Rule 24b-2 under
          the Securities Exchange Act of 1934.
  
  **IN
          WITNESS WHEREOF** the
          parties have signed this Assignment Agreement as of the date set forth
          above.
  **BIORAP
                  TECHNOLOGIES**
                
                
                **ALTEON, INC.**By:
                
                
                By:Name:
                  Title:
                
                
                Name:
                  Title:
  **Portions
          of this Exhibit were omitted and have been filed separately with the Secretary
          of the Commission pursuant to the Company’s application requesting confidential
          treatment under Rule 24b-2 under the Securities Exchange Act of
          1934.**
  
 
 **Exhibit
          E**
 
 **Initial
          Development Plan**
 
 **Dates**
                
                **Milestones**[************]
                
                ·[***************************************
                    ***************************************
                    *************************************** *******]
                  ·[***************************************
                    ***************************************
                    ***************************************
                    *************************************** *******]
                  ·[***************************************
                    ******************][************]
                
                ·[***************************************
                    ****************************************************][**********]
                
                ·[***************************************
                    ***************************][**********]
                
                ·[*****************************][**********]
                
                ·[***************************************
                    ***************************][************]
                
                ·[********************************************************************************
                    ****************]
 **Portions
            of this Exhibit were omitted and have been filed separately with the
            Secretary
            of the Commission pursuant to the Company’s application requesting confidential
            treatment under Rule 24b-2 under the Securities Exchange Act of
            1934.**