**AMENDED
        AND RESTATED EXCLUSIVE LICENSE AGREEMENT**
 
 **THIS** AMENDED
        AND RESTATED **EXCLUSIVE
        LICENSE AGREEMENT** (the ***“Agreement”*** )
        is
        entered into as of April 2, 2007, having an effective date of April 5, 2007
        (the ***“*** **Effective
        Date** ***”*** )
        by and
        between **OXIS
        INTERNATIONAL** ,
        a
        Delaware corporation ( ***“*** **OXIS** ***”*** ),
        located at 6040 N. Cutter Circle, Suite 317, Portland OR 97217 and **ALTEON,
        INC. (FORMERLY KNOWN AS HAPTOGUARD, INC.** ,)
        a
        Delaware corporation located at 221 W. Grand Avenue, Suite 200, Montvale,
        NJ
        07645 ( ***“Alteon”*** ).
 
  **RECITALS**
  **WHEREAS** ,
        OXIS is
        the owner of certain
        Licensed Patents, Licensed Compounds, Licensed Know-How, Licensed Process,
        and
        Licensed Product (each as defined below), as described below;
  **WHEREAS,** Alteon
        is a biopharmaceutical company that is interested in developing and
        commercializing the Licensed Product;
  **WHEREAS,** OXIS
        wishes to grant Alteon and Alteon desires to obtain an exclusive, worldwide
        license under the Licensed Patents, Licensed Compounds, Licensed Know-How,
        Licensed Process, and Licensed Product on the terms set forth
        herein.
  **WHEREAS,** Alteon
        and OXIS previously entered into an agreement, titled “Exclusive License
        Agreement” which was made effective as of February 28, 2004 ( the "Prior
        Exclusive License Agreement");
 
 WHEREAS,
        this Agreement is intended to cover the same intellectual property as described
        in the Prior Exclusive License Agreement and evidenced by the Licensed Patents
        Licensed Compounds, Licensed Know-How, Licensed Process and Licensed Product,
        but, among other things, expands the scope of the previous licenses to also
        include non cardiovascular indications;
 
 **WHEREAS** ,
        the
        Parties now desire to enter into this “Amended and Restated Exclusive License
        Agreement” for the purpose of amending the Prior Exclusive License Agreement by
        expanding the rights granted and making certain changes regarding the terms
        and
        conditions and rights and obligations of the Parties; and
 
 **WHEREAS** ,
        the
        Parties intend that this Agreement shall supersede the Prior Exclusive License
        Agreement from and as of the Effective Date;
 
 **NOW
        THEREFORE** **,** for good
        and valuable 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.
  **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.**
 1
  **1.1****“Affiliate”**shall
        mean, as to any 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 ownership of more than 50%
        of the shares of stock entitled to vote for the election of directors in
        the
        case of a corporation, and more than 50% of the voting power in the case
        of a
        business entity other than a corporation.
  **1.2**  **“ANDA”** shall
        mean an Abbreviated New Drug Application filed pursuant to the requirements
        of
        the FDA, or the equivalent application in any other country or jurisdiction,
        required before Commercial Sale of a drug product.
  **1.3**  **“Combination
        Product”** any
        product that combines Licensed Product with any Alteon product or
        technology.
  **1.4**  **“Confidential
        Information”** shall
        have the meaning in Section 7
  **1.5**  **“Disclosing
        Party”** shall
        have the meaning provided in Section 6.1 .
  **1.6**  **“Disputes”** shall
        have the meaning provided in Section 9.4 .
  **1.7**  **“FDA”** shall
        mean the United States Food and Drug Administration or any successor
        agency.
  **1.8**  **“Field”** shall
        mean any and all uses including but not limited to the therapeutic, diagnostic,
        preventative, amerliorative, and/or prognostic for and in any indication,
        assay,
        disease and/or condition.
  **1.9**  **“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 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. Licensed Product distributed or used
        for
        clinical trial purposes shall not be considered sold, marketed or made publicly
        available for sale and shall not constitute first commercial sale.
  **1.10**  **“Alteon
        Indemnitee”** shall
        have the meaning provided in Section 9.1 (b).
  **1.11**  **“Generic
        Competition”** shall
        mean on a country by country basis the commercial sale of a generic product
        containing the same compound as Licensed Product as an active
        ingredient.
  **1.12**  **“Indemnifying
        Party”** ** shall
        have the meaning provided in Section 9.1 (c).
  **1.13**  “ **Parenteral
        Formulation** ”
shall
        mean Licensed Product formulated sterilely for administration through a needle
        or indwelling catheter to a human subject
  **1.14**  **“Licensed
        Know-How”** shall
        mean, with respect to the Field, all information, data, compositions, materials,
        method, processes, protocols, reports, techniques relating
        to [****** ******************************** *********** **
 * ********************************************************************* *************** ******************************** ********************************************************************************** ************************************************ ***************************************************************

        ******************* ****************************************************************].
  **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
  **1.15**  **“Licensed
        Compound”** shall
        mean a set of compounds [**************** ******************* ******
 *****************************************************************************************************************]
        including a set of cyclic organoselenium compounds
        [*******************************************] for use in the Field.
  **1.16**  **“Licensed
        Patents”** shall
        mean any and all i) Patents covering the Licensed Compounds, Licensed Process,
        Licensed Know-How of the Prior Exclusive License Agreement which have a Valid
        Claim; and ii) [******************************************** ********************************].
  **1.17**  **“Licensed
        Process”** shall
        mean synthetic routes, materials, conditions, and/or processes relating to
        and
        for the manufacture of the Licensed Compounds and/or Licensed Product relating
        to the Field as disclosed in the Licensed Patents .
  **1.18**  “ **Licensed
        Product** ”
shall
        mean any products prepared, created, generated or synthesized by use of the
        [****
 ********************************************* *** *************************************************************************************]
        BXT-51072 and the organoselenium compounds and formulations thereof
        [******* **************************
 *****].
  **1.19**  **“Losses”** shall
        have the meaning provided in Section 9.1 (a).
  **1.20**  **“NDA”** shall
        mean a New Drug Application filed pursuant to the requirements of the FDA,
        or
        the equivalent application in any other country or jurisdiction.
  **1.21**  **“Net
        Sales”** shall
        mean, except as specified in Section 3.6(c) hereof for the purposes set forth
        in
        such Section, the amount actually received by Alteon and its Affiliates for
        sales by Alteon or an Affiliate in a given jurisdiction of Licensed Product
        for
        use in the Field to independent purchasers in arm's length transactions,
        less
        the following customary and reasonable items, actually allowed or granted
        for
        such Licensed Product (if not previously deducted from the amount invoiced):
  **(a)**  discounts,
        credits, retroactive price reductions, rebates, refunds, charge backs,
        allowances and adjustments, including Medicaid, managed care and similar
        types
        of rebates, rejections, market withdrawals, recalls and returns, and
        administrative fees charged by hospital buying groups and managed care
        organizations;
  **(b)**  trade,
        quantity and cash discounts and rebates actually allowed or given;
  **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
  **(c)**  sales,
        excise, turnover, value-added **,** and
        similar taxes assessed on the sale of the Product, and import and customs
        duties;
  **(d)**  shipping
        and insurance charges, postage, and freight out;
  **(e)**  government
        imposed rebates or discounts; and
  **(f)**  payments
        of actual fees or royalties to bona fide third parties in connection with
        the
        commercialization, licensing, or manufacture of Licensed Product
  **1.22**  Sales
        of
        Licensed Product by and between Alteon and its Affiliates and sublicensees
        are
        not sales to Third Parties and shall be excluded from Net Sales calculations
        for
        all purposes. Sales of Product for use in conducting clinical trials of Licensed
        Product in a country in order to obtain the regulatory approval of Licensed
        Compounds and/or Product in such country shall be excluded from Net Sales
        calculations for all purposes. Net Sales shall be determined in a manner
        consistent for all products sold by or on behalf of Alteon and in accordance
        with applicable U.S. generally accepted accounting principles.
  **1.23**  **“Non-Parenteral
        Intravenous Formulation”** shall
        mean Licensed Product formulated ******************
 ************************************************ ******].
  **1.24**  **“OXIS
        Indemnitee”** shall
        have the meaning provided in Section 9.1 (a).
  **1.25**  **“OXIS
        Improvements”** shall
        mean any new invention related to active pharmaceutical ingredient production,
        formulation or chemical structure of the Licensed Processes and/or Licensed
        Compounds developed by OXIS whereby such improvements are covered under and/or
        disclosed by the Patents.
  **1.26**  **“Patents”** shall
        mean, with respect to the Field, (a) patents and patent applications,
        existing as of February 28, 2004 as set for in Appendix A of the Prior Exclusive
        License Agreement; (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.
  **1.27**  “ **Phase
        I Clinical Trial** ”
shall
        mean a human clinical trial in any country conducted by Alteon or its Affiliate
        to initially evaluate the safety of Licensed Product in human subjects or
        that
        would otherwise satisfy the requirements of 21 CFR 312.21(a) or the equivalent
        laws, rules or regulations in a regulatory jurisdiction outside the United
        States.
  **1.28**  “ **Phase
        II Clinical Trial** ”
shall
        mean a human clinical trial in any country conducted by Alteon or its Affiliate
        to initially evaluate the effectiveness of Licensed Product in human subjects
        with the disease or indication under study or that would otherwise satisfy
        the
        requirements of 21 CFR 312.21(b) or the equivalent laws, rules or regulations
        in
        a regulatory jurisdiction outside the United States.
  **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
  **1.29**  “ **Phase
        III Clinical Trial** ”
shall
        mean the first patient dosed in a pivotal human clinical trial in any country
        conducted by Alteon or its Affiliate the results of which could be used to
        establish safety and efficacy of the Licensed Product as a basis for approval
        of
        an NDA for such Licensed Product or Additional Product or that would otherwise
        satisfy the requirements of 21 CFR 312.21(c) or the equivalent laws, rules
        or
        regulations in a regulatory jurisdiction outside the United States.
  **1.30**  **“Receiving
        Party”** shall
        have the meaning provided in Section 6.1 .
  **1.31**  **“Regulatory
        Approval”** shall
        mean approval of an NDA and satisfaction of any related applicable regulatory
        registration and notification requirements (if any).
  **1.32**  **“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 covered by a Valid Claim in such country and
        expiring, on a country-by-country basis, the expiration in such country of
        the
        last-to-expire Licensed Patent with a Valid Claim.
  **1.33**  **“Sublicense
        Fee”** shall
        mean ***************************************** ********************
 *********************************************************************************************************************************************************************************************************************************************************************************************************************************************************************************************************************************************************************************************************************************************************************************].
  **1.34**  **“Sublicensee”** shall
        mean any Third Party to which Alteon or its Affiliate has granted rights
        in the
        to the Licensed Patents covering the Licensed Product pursuant to the terms
        of
        this Agreement.
  **1.35**  **“Term”** shall
        have the meaning provided in Section 8.1 .
  **1.36**  **“Third
        Party”** shall
        mean any entity other than OXIS or Alteon or an
        Affiliate of OXIS or Alteon.
  **1.37**  **“U.S.”** shall
        mean the United States.
  **1.38**  **“Valid
        Claim”** shall
        mean a claim of an issued patent included within the Licensed Patents in
        the
        Field, 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.
  **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
  **2.**
              **LICENSE;**
  **2.1**  **License
        Grant.** Subject
        to the terms and conditions of this Agreement, OXIS hereby grants to Alteon
        and
        its Affiliates during the Term, with respect to the Field an exclusive, sole,
        worldwide, royalty bearing license, with the right to grant sublicenses through
        multiple tiers of sublicenses, in, to, and under the Licensed Patents, Licensed
        Compounds, Licensed Know-How, Licensed Process, and Licensed Product to develop,
        distribute, market, make, have made, use, have used, sell, have sold, offer
        for
        sale, and import Licensed Compounds, Licensed Processes, and Licensed
        Products .
        For the
        avoidance of doubt, it is understood and acknowledged by the parties hereto
        that
        the Licensed Patents hereunder is identical to the Licensed Patents and all
        reformulations disclosed in and covered by the Licensed Patents under the
        Prior
        Exclusive License Agreement.
  **2.2**  **Sublicenses.** In the
        event that Alteon sublicenses any of its rights hereunder to a Sublicensee
        pursuant to Section 2.1 ,
        such
        sublicense shall, as a condition to the effectiveness of such sublicense,
        include terms and conditions consistent with the terms and conditions of
        the
        license granted under this Agreement (including, without limitation, Sections
        3.8 and 3.9 hereof). Sublicenses, if any, granted hereunder, will be to Third
        Parties in an arm's length transaction under written agreements (each, a
        “Sublicense Agreement”), copies of which will be provided to OXIS, and
        conditioned on such Sublicensees’ agreement to accept and abide with the
        applicable terms and obligations of this Agreement or the Sublicense Agreement,
        as the case may be.
  **2.3**  **Disclosure
        of Licensed Know-How.** The
        parties hereto acknowledge that OXIS has provided Alteon with the Licensed
        Know-How required to give effect to the transactions contemplated
        herein.
  **2.4**  **Cross
        Reference Letters.** OXIS
        agrees to provide Alteon within twenty (20) days of a written request from
        Alteon with a cross-reference letter to any OXIS regulatory applications
        and
        approvals relating to the Licensed Compounds. The cross-reference letter
        shall
        be without limitation to clinical phase of the ongoing study. Any such
        cross-reference letter shall remain in effect and may not be revoked by OXIS
        unless this Agreement is terminated. OXIS shall be notified and be provided
        with
        copies of such cross reference letters for the Licensed Compounds. Alteon
        shall
        be responsible for OXIS’ reasonable fees and costs associated with the
        preparation of such cross-reference letters and any required subsequent actions
        relating thereto.
  **3.**
              **CONSIDERATION**
  **3.1**  **Upfront
        Payment** .
        In
        consideration for the Amended and Restated Exclusive License Agreement, Alteon
        will pay OXIS a non-refundable payment in the amount of Five Hundred Thousand
        US
        Dollars ($500,000) to be paid as follows: [***************** *************************************************************** ********************************************************* ]
        Within
        Thirty days (30) from an affirmative Alteon shareholder approval of a financing
        by Alteon of at least Twenty million dollars (20,000,000 USD), Alteon shall
        pay
        OXIS for any amounts unpaid under this section. For the avoidance of doubt,
        it
        is hereby understood by the parties the payment of such $500,000 fee is in
        addition to the amounts previously paid in connection with the Prior Exclusive
        License Agreement.
  **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
  **3.2**  **Equity Investment** .
        Within
        14 days of the Effective Date, Alteon shall execute a share purchase agreement
        substantially in the form of Exhibit X hereto, for the purchase by Alteon
        and
        issuance by OXIS of Common Shares of OXIS, at a [***********] to the per
        share
        of common stock [*************************************], but in any event
        not
        less than $[****] per share, and for a total investment sum of $500,000.
        Such
        issued shares shall be held by Alteon for not less than [*********] from
        the
        date of their issuance (it being understood that Alteon may not transfer
        in any
        manner such shares during this [********] period, except as may be required
        by
        law). During such [********] period, OXIS shall use its commercially reasonable
        efforts to prepare a registration statement covering such shares (which may
        be
        also included in the context of [******************] so that upon the expiration
        of such period, the shares may be sold free or restrictions. Notwithstanding
        anything to the contrary, in the event that the equity investment by Alteon
        contemplated by this Section 3.2 causes under applicable accounting standards
        and guidelines a requirement to prepare, review or otherwise generate
        consolidated financial statements reflecting the financing results of Alteon
        and
        OXIS, the parties hereto agree to use good faith efforts to restructure the
        equity investment in a manner so that such principals of consolidation do
        not
        apply (e.g. the issuance of non-voting shares) while preserving the economic
        benefit of the investment in OXIS.
  **3.3**  Alteon
        shall [******] at least [****************************************** *****************]
        in the development program of [****] for the development, discovery, regulatory
        advancement, intellectual property protection (which shall not include defenses
        against suits brought by third-parties against [******] for infringement
        or
        other similar claims) and manufacture of the Licensed Product during the
        first
        [********] following the execution of the this Amended and Restated Exclusive
        License Agreement [****************************].
        [*************************************************************************************************]
        hereunder. It is the express intent of the parties that such development
        program(s) either under license under this Agreement or pursuant to any
        Sublicense Agreement which may be entered into pursuant hereof be for
        [********************************************************************************************************************************************************************************
 ***********************].
  [*******************************************************************************************************************]
        AND the effect of any Sublicense Agreement on the royalty rates are below
        [***],
        then [****] shall have a [************************], not to exceed [******]
        following its receipt of such reasonable [************], to enter into such
        [********************************************************************************************************************************************************************************
 ******************************************************************************]
  **3.4**  **Milestone
        Payments.** Alteon
        will pay OXIS the amounts set forth below upon the first occurrence of each
        of
        the milestone events set forth below, each such payment to be made within
        [********] days after achievement of such milestone event.
        [***************** ******************************************************************
        *******************************************************************************************************************************************************************************************************************************************************************************************************************************].
  **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
 (1)
                    [*****************] [******************].
                
                [******](2) [**************************************] [****************].
                
                [*******](3) [****************************************************************************].
                
                [*********](4) [*****************************************************************************
                  ***].
                
                [*******](5)First[******************************
                  [***********************************************].
                
                [*******](6)
                    First [*****************************************************************************
                  ***************************].
                
                [*******]
  **3.5**  [******]
        the period as set forth in 3.3 of the [**************************],
        [*************************] shall
        [*********************************************]. [****] has not yet been
        [******************************] within the [*******] set forth in Section
        3.3
        relating to the [********************************] at its sole option may
        make a
        payment to [********] [****************************] [*********************]
        start at the end of such [**************] in the following amounts:
        [********************************] [***************] [*******]
        [*********************] [******************************] [*******] [*******]
        [************] [****************].
  **3.6**  **Royalties.** (a) Upon
        the [***********************************], Alteon shall pay to OXIS an
        incremental, tiered annual royalty on a country by country basis equal to
        the
        applicable royalty rate set forth below of [*******] as follows:
  **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.**
 8
  Portion
        of Annual [*******] of Licensed Product  Royalty
        Rate
 [********************************]
 [**************************************]
 [**************************************]
 [**************************************]
 
 (b)  Notwithstanding
        the royalty rates set forth above, in the event that (X) [*******] has NOT
        exercised any of its rights to [************************************] AND
        (Y)
        Alteon is required to make actual payments of fees or royalties to bona fide
        third parties in connection with the commercialization, licensing or manufacture
        of Licensed Product (“Outside Payments”), then
        [*****************************************************] as follows:
 
 (i)  Subject
        to clause (iii) below, with respect to Outside Payments that are not related
        to
        the payment of royalties (the “Non-Royalty Outside Payments”), [*****
        *********************************************************************************************];
 
 (ii)  Subject
        to clause (iii) below, with respect to Outside Payments that are related
        to the
        payment of royalties (the “Royalty Outside Payments”),
        [************************************************************]  as
        follows:
 
 (X)
        [**************************************************************************************************************************************************************];
        and
 
 (Y)[******************************************************************** **
 **********************************************************************************************************************************************************].
 
 (iii)  Notwithstanding
        clauses (i) and (ii) above of this Section 3.6(b), in no event shall the
        royalty
        rates payable to OXIS under this Section 3.6 be
        [***********************].
  (c)  As
        used
        in this Section 3.6 only, Net Sales shall NOT include clause (f) of the
        definition of Net Sales contained in Section 1.21 hereof.
  **3.7**  [*******]
        shall have the sole and exclusive right, and its sole discretion, to
        [*************************] as follows (for the avoidance of doubt, it is
        hereby
        understood that each of the following provisions in this Section 3.7 shall
        be
        construed independent of the other so that the exercise of any right under
        on
        subsection of this Section 3.7 shall not limit or otherwise affect another
        subsection of this Section 3.7):
 **(a)** Upon
          [***************************************************************************************************** ******** ***************************************************************************************];
  **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.**
 9
  **(b)**  On or
        before July 1, 2009, [********************************]:
  **(i)**  [**********************************************************************************************************************************];
        or
  **(ii)**  [****************************************************************************
        ****************]
  **(c)**  On
        or
        before July 1, 2010,
        [**************************************************
 *********************** ************ ******** ***************************************];
  **(d)**  On
        or
        before July 1, 2012,
        [**************************************************
 **********************************************************************************];
  **(e)**  [*******]************************************************************
 ************************************************************].
  **3.8**  **Sublicense
        Fee. (a)** Subject
        to [*******] as hereinafter described in Section 3.8(b) below, Alteon or
        its
        Affiliates shall pay to OXIS an amount equal to [***********] of the Sublicense
        Fee received from any Sublicensee pursuant to the Sublicense Agreement.
        [***********************************************************************************************************************************].
  **(b)** [******]
        Shall have the sole and exclusive right, and its sole discretion,
        [*********************************************]:
  [*********************************************************************************************************************************************************************************************************************************************************************************************************************************************************************************************************************************************************************************************************************************************************************************************************************************************************************************************************************************************************************************************************************************

        ********************************************************************************************************************************************************************************************************************************************].
  **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.**
 10
  **3.9**  **Calculation
        and Payment of Royalties and Percentage of Sublicense Fees.**
  **(a)**  Notwithstanding
        anything in this Agreement to the contrary, during the Royalty Term for a
        given
        country, the applicable royalty payable on [*******************] in such
        country
        shall be [*******************] of the royalty rate payable under
        Section 3.6 for so long as there is a [**********] covering such Licensed
        Product in such country.
        [*************************************************************************************************************************************************************************************************************************************************************************************************************************************************************************************************************************].
  **(b)**  Payments
        pursuant to Sections 3.4, 3.6 and 3.8 and reports for the sale of Licensed
        Product shall be calculated and reported for each calendar quarter. All payments
        due to OXIS  pursuant
        to Sections 3.4, 3.6 and 3.8 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 U.S. dollars, the method used to calculate such royalty and the exchange
        rates used, as applicable. All payments to OXIS including those with respect
        to
        the Sublicense Fee will be paid within thirty (30) days of receipt of payments
        from Sublicensee.
  **3.10**  **Tax
        Withholding.** Any
        tax
        required to be withheld by Alteon or any Affiliate or Sublicensee under the
        laws
        of any foreign country for the account of OXIS under this Article 3 shall
        be
        deducted from the applicable payment to OXIS and promptly paid by Alteon
        or said
        Affiliate or Sublicensee for and on behalf of OXIS to the appropriate
        governmental authority (provided that, if Alteon 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 OXIS shall not exceed the amount
        of
        any withholding taxes that would have been deducted by Alteon had Alteon
        made
        such payment to OXIS), and Alteon or the Affiliate shall furnish OXIS with
        proof
        of payment of such tax together with official or other appropriate evidence
        issued by the appropriate governmental authority sufficient to enable OXIS
        to
        support a claim for income tax credit in respect of any sum so withheld.
  **3.11**  **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, with respect to each quarter, for countries other than
        the
        U.S., whenever conversion of payments from any foreign currency shall be
        required, such conversion shall be 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 OXIS, unless otherwise specified in writing
        by
        OXIS.
  **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.**
 11
  **3.12**  **Prohibited
        Payments.** Notwithstanding any other provision of this Agreement, if Alteon 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 OXIS’s account in a bank acceptable to OXIS in the country whose
        currency is involved.
  **3.13**  **Records;
        Audits.** Alteon
        shall, and shall cause its Affiliates and Sublicensees to, keep complete
        and
        accurate records pertaining to the sale of Licensed Product and payment of
        Sublicense Fees in sufficient detail to permit OXIS to confirm the accuracy
        of
        payments due hereunder. Upon written request to Alteon by OXIS, and no more
        than
        [*******************], OXIS shall have the right to cause an independent,
        certified public accountant reasonably acceptable to Alteon to audit such
        records to confirm Net Sales and royalty payments and payments with respect
        to
        Sublicense Fees for any calendar year ending not more than three (3) years
        prior
        to the date OXIS requests such audit. OXIS agrees to treat, and to cause
        such
        accountant to treat, all such information as confidential and not to use
        or
        disclose any such information for any purpose except to determine compliance
        with this Agreement. For the avoidance of doubt, Alteon, its Affiliates and
        Sublicensees shall not be obligated to provide OXIS 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 Sublicense
        Fees
        payable under this Agreement. Such audits may be exercised during normal
        business hours upon reasonable prior written notice to Alteon. If any audit
        or
        examination shall reveal a deficiency of any payment due, Alteon shall make
        payment to OXIS of such deficiency. Payment shall be made within ten (10)
        days
        following announcement of the results of the audit to Alteon and OXIS. The
        parties shall promptly make any adjustments necessary to reflect the results
        of
        such audit. OXIS 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, Alteon shall bear
        the
        full cost of such audit.
  **4.**
              **INTELLECTUAL
                  PROPERTY**
  **4.1**  **Prosecution
        and Maintenance of Licensed Patents.** Alteon
        shall control, prosecute and maintain all Patents included in the Licensed
        Patents. Alteon shall provide OXIS with an opportunity to review and discuss
        with Alteon prosecution strategy and to consult with Alteon on the content
        of
        patent filings with respect to Licensed Patents. Alteon shall be responsible
        for
        all costs, fees and expenses incurred from and after the Effective Date in
        connection with the filing, prosecution and maintenance of such Licensed
        Patents. Alteon undertakes to notify OXIS in writing in a timely manner if
        it
        does not desire to support the continued prosecution, appeals, or maintenance
        of
        any of the Patents included in the Licensed Patents. In the event Alteon
        declines to maintain any of the Patents included in the Licensed Patents,
        OXIS
        may, at its own expense, continue to prosecute or maintain such Licensed
        Patent,
        in which case all rights with respect to such Patents shall be transferred
        to OXIS.
  **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.**
 12
  **4.2**  **Enforcement
        of Licensed Patents.** Each
        party shall promptly notify the other in writing of any alleged or threatened
        infringement of any Patent included in the Licensed Patents of which such
        party
        becomes aware.
  **(a)**  With
        respect to any infringement or misappropriation in the United States, Europe
        or
        any other territory of any Patent included in the Licensed Patents, Alteon
        shall
        have the sole and exclusive first right, but not the obligation, to direct,
        bring and control any action or proceeding in its own name, with respect
        to such
        infringement or misappropriation at its own expense and by counsel of its
        own
        choice, and OXIS shall have the right, at its own expense, to be represented
        in
        any such action by counsel of its own choice. If Alteon fails to bring such
        an
        action or proceeding, OXIS may commence such a proceeding and the fees and
        expenses associated with such proceeding shall be borne equally by OXIS and
        Alteon.
  **(b)**  In
        the
        event Alteon brings an infringement action in accordance with this
        Section 4.2 ,
        OXIS
        shall cooperate fully, including if required to bring such action, the
        furnishing of a power of attorney.
        [*****************************************************************************************************************************************************************************************************************************************************************************************************************************************************************************************************************************************].
  **4.3**  **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.
        Alteon shall have the sole and exclusive right to control, direct or defend
        in
        its own name any defense, action, appeal of any such claim, action, proceeding,
        re-examination, opposition, at its own expense and by counsel of its own
        choice
        without the consent of OXIS. If Alteon fails to defend any such claim against
        OXIS, and the failure to so defend would have an adverse effect on any Patent
        within the Licensed Patents, then OXIS shall then have the right to assume
        the
        defense against such claim at its own expense and by counsel of its own choice.
        Neither party shall have the right to settle any patent infringement litigation
        under this Section 4.3 relating to the Patents in a manner that diminishes
        the rights or interests of the other party without the consent of such other
        party (which shall not be unreasonably withheld). During the pendency of
        any
        such proceeding or any appeal thereof, any payment hereunder to OXIS shall
        be
        paid by Alteon into an interest-bearing escrow account pending the outcome
        of
        such proceeding. Upon a favorable final resolution of such proceeding or
        any
        appeal thereof retaining the full rights, Alteon shall resume paying OXIS
        the
        full royalties, and all funds in such escrow account shall be paid to OXIS.
        Upon
        an unfavorable final resolution of such proceeding or any appeal thereof,
        the
        funds in such escrow account shall be applied toward the damage award in
        such
        action, if any, and the balance, if any, paid to OXIS.
  **4.4**  **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 Patent claiming a Licensed Product being developed or
        commercialized by Alteon 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 Patents.
  **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.**
 13
  **5.**
              Joint
                  Development Committee.
  **(a)** Formation
        of JDC .
        Alteon
        and OXIS shall form a separate Joint Development Committee (“JDC”). The JDC
        shall be comprised of [*****] members[********] from Alteon; and [*****]
        from
        OXIS.
  **(b)** Meetings .
        Meetings of each of the JDC may be called by either Party on
        [*******************] written notice to the other unless such notice is waived
        by the Parties. Such committees may be convened, polled or consulted from
        time
        to time by means of telecommunication, video communication, or correspondence.
        The JDC will meet at least [*********], at sites to be designated by the
        chairpersons of such committees or through teleconference or video conference,
        as agreed upon by the JDC.
  **(c)** Agendas .
        Each
        Party will disclose to the other proposed agenda items along with appropriate
        Information at least [*** ****************]in advance of each meeting of
        the
        JDC.
  **(d)** Responsibilities
        of the JDC .
        The JDC
        will oversee the Parties’ efforts for development and will oversee and
        coordinate the Parties’ efforts with respect to Development. The JDC will review
        and comment on the Development Plans and Development Budgets and make
        non-binding recommendations as may be requested by either OXIS or Alteon
        with
        respect to adjustment of Development, budget and timetables and the assessment
        of whether a Licensed Product shall proceed to the next stage of Development.
        OXIS will update the JDC periodically, but at least [******], of all Development
        activities. The JDC will review and approve, with respect to Development,
        the
        addition of new indications, provided, however, that it is understood that
        the
        JDC shall act in a separate advisory capacity only and shall not at any time
        be
        deemed to be a committee or subcommittee of the Board of Directors or scientific
        advisory board of either OXIS or Alteon. The JDC shall not at any time be
        authorized to enter into agreements for itself or on behalf of either OXIS
        or
        Alteon.
  **(e)** All
        decisions by the JDC that relate to Alteon/Oxis Development shall be made
        by
        [*****], after an open and informed discussion of the matters as to which
        decisions are being made, including, but not limited to those matters relating
        to the portion of the Development Plan and Budget directed to Alteon/Oxis
        Development.
  **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.**
 14
  ·
              All
                  publication submissions, regulatory filings, by either company
                  shall be
                  first submitted to this committee for approval which approval shall
                  not be
                  unreasonably withheld
 
 ·
              Clinical
                  Development Responsibilities: Alteon will be responsible for all
                  clinical
                  development, patent and regulatory filings, process
                  development/manufacturing scale-up, supply of product (via third
                  party
                  contractor) and costs required to obtain regulatory approval in
                  the U.S.
                  and other Regulatory filings Oxis shall take all reasonable actions
                  to
                  permit Alteon development and commercialization to advance. OXIS
                  shall
                  provide any and all cross references letters to OXIS Drug Master
                  Files or
                  other regulatory files, for Product regulatory
                  filings
 
 **6.**
              **CONFIDENTIALITY**
  **6.1**  **Confidentiality.** The
        parties agree that, during the Term, and for a period of five (5) years
        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. T he
        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.
  Public
        Disclosures .
        Subject
        to the further provisions of this Section, neither Party shall originate
        any
        written publicity, news release or public announcement, whether to the public
        or
        press, concerning this Agreement, including the subject matter to which it
        relates, performance under it or any of its terms, or any amendment hereto
        save
        only such announcements that are i) approved by both parties in which such
        approval shall not be unreasonable withheld; and ii) required by law (or
        the
        applicable rules of any securities exchange or market on which a Party’s
        securities are listed or traded) to be made or that are otherwise agreed
        by the
        Parties or expressly permitted in this Agreement. Such announcements shall
        be
        factual and as brief as reasonable under the circumstances. In addition,
        each
        Party agrees to submit to the other Party, for review and written approval,
        any
        question and answer sheet or similar materials (“Q & A”) prior to using such
        materials as the basis for written or oral disclosures, which written or
        oral
        disclosures must, in any event, be consistent in content with the information
        contained in the approved Q & A. Routine references to this Agreement and
        the arrangements hereunder shall be allowed in the usual course of business,
        and
        shall be consistent with any approved Q & A relating thereto. Once
        information has been approved for disclosure as part of an approved Q & A or
        publication under this Section, either Party may use such approved information
        in written publicity, news releases, public announcements and other future
        communications with Third Parties. If a Party decides to make an announcement
        or
        any filing with a governmental agency or securities exchange or market as
        required by law or the applicable rules of any securities exchange or market
        on
        which a Party’s securities are listed or traded, it will give the other Party at
        least three (3) calendar days advance notice, where possible, of the text
        of the
        announcement or content of the filing so that the other Party will have an
        opportunity to comment upon the announcement or filing. To the extent that
        the
        receiving Party reasonably requests that any information in the materials
        proposed to be disclosed be maintained as confidential, the disclosing Party
        shall use commercially reasonable efforts to request confidential treatment
        of
        such information pursuant to Rule 406 of the Securities Act of 1933 or Rule
        25b-2 of the Securities Exchange Act of 1934, as applicable (or any other
        applicable regulation relating to the confidential treatment of information),
        except to the extent that the disclosing Party receives advice from its legal
        counsel that such Confidential
        Information is required to be disclosed under applicable laws or
        regulations.
  **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.**
 15
  **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:
  **(a)**  was
        already known to the Receiving Party, other than under an obligation of
        confidentiality, at the time of disclosure by the Disclosing Party;
  **(b)**  was
        generally available to the public or otherwise part of the public domain
        at the
        time of its disclosure to the Receiving Party;
  **(c)**  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;
  **(d)**  was
        independently discovered or developed by the Receiving Party without the
        use of
        Confidential Information of the Disclosing Party; or
  **(e)**  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:
  **(a)**  filing,
        prosecuting or maintaining the Licensed Patents in accordance with this
        Agreement;
  **(b)**  practicing
        the licenses granted hereunder or preparing and submitting regulatory filings
        with respect to Licensed Products;
  **(c)**  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
  **(d)**  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 .
  **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.**
 16
  Notwithstanding
        the foregoing, in the event a party is required to make a disclosure of the
        other party’s Confidential Information pursuant to Section 6.3 (c) ,
        it
        will, except where impracticable, give reasonable advance notice to the other
        party of such disclosure 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.
  **7.**
              **REPRESENTATIONS
                  AND WARRANTIES**
  **7.1**  **Representations
        and Warranties of OXIS.** OXIS
        represents and warrants to Alteon that, except for the Prior Exclusive License
        Agreement:
  **(a)**  OXIS
        has
        as of the Effective Date, and will have during the Term, sufficient rights
        and
        power to grant the licenses to Alteon which it purports to grant herein free
        and
        clear of any and all liens and any requirements of charges, fees, rights,
        conditions or restrictions of any kind and, as of the Effective Date;
  **(b)**  has not
        and will not grant, license, convey, assign, and/or transfer to any Third
        Party
        any rights to Licensed Patents, Licensed Compounds, Licensed Know-How, and
        Licensed Products, inconsistent with the licenses and other rights granted
        hereunder;
  **(c)**  is
        the
        sole owner, and has the entire right, title and interest in the Licensed
        Patent,
        Licensed Compounds, Licensed Products, and Licensed Know-How; and such Licensed
        Patents are valid, in full force, and enforceable.
  **(d)**  there
        are, as of the Effective Date, and during the Term shall be, no outstanding
        liens, encumbrances, agreements or understandings of any kind, requirements
        of
        charges, fees, rights, conditions or restrictions of any kind, either written,
        oral or implied, regarding the Licensed Patents or Licensed Products to which
        OXIS or its Affiliates is a party or which are binding upon OXIS its Affiliates
        which are inconsistent or in conflict with any provision of this Agreement;
  **(e)**  as
        of the
        Effective Date, OXIS or its Affiliates has received no written claim or
        accusation that the practice of the Licensed Products or the manufacture,
        use or
        sale of Licensed Products infringes or may infringe any Third Party patent;
  **(f)**  as
        of the
        Effective Date, OXIS or its Affiliates has not received a written notification
        of any interference proceeding, opposition proceeding, cancellation proceeding
        or other protest proceeding relating to the Licensed Patents being instituted
        against OXIS or its Affiliates; 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.**
 17
  **(g)**  no
        obligations of any kind currently exist on the part of OXIS with respect
        to the
        Prior Exclusive License Agreement, and OXIS has materially complied with
        all
        terms and conditions of the Prior Exclusive License Agreement (except in
        the
        case where any such obligation is already qualified by materiality in which
        case
        this representation shall be deemed to apply without further
        qualification).
  **7.2**  **Mutual
        Representations and Warranties.** Each
        party hereby represents and warrants to the other party that:
  **(a)**  it
        is
        duly authorized to execute and deliver this Agreement and to perform its
        obligations hereunder;
  **(b)**  this
        Agreement is a legal and valid obligation binding upon it and enforceable
        in
        accordance with its terms; and
  **(c)**  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.
  **7.3**  **Representations
        and Warranties of Alteon.** Alteon
        represents and warrants that:
  **(a)**  the
        merger and related transactions with relating to Alteon have been completed
        as
        contemplated by the original Agreement of Merger (the “Merger”);
  **(b)**  Alteon
        is
        the successor-in-interest to HaptoGuard, Inc. with respect to the Prior
        Exclusive License Agreement and the transactions contemplated
        therein;
  **(c)**  no
        obligations of any kind currently exist on the part of Alteon with respect
        to
        the Prior Exclusive License Agreement, and Alteon has materially complied
        with
        all terms and conditions of the Prior Exclusive License Agreement (except
        in the
        case where any such obligation is already qualified by materiality in which
        case
        this representation shall be deemed to apply without further
        qualification);
  **(d)**  with
        respect to the Warrant (as defined in the Prior Exclusive License Agreement),
        such Warrant has been duly and validly exercised by means of a deemed “cashless”
exercise in connection with the Merger and 551,800 shares of Alteon have
        been
        issued to OXIS in connection with such exercise; and
  **(e)**  Alteon
        has not sublicensed or entered into any agreement, commitment or understanding
        to sublicense (or engage in any other similar transaction) any of Licensed
        Patents, Licensed Know-How, Licensed Processes or Licensed Product either
        under
        this Agreement or the Prior Exclusive License Agreement.
  **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.
  **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.**
 18
  **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, Alteon shall continue
        to
        have a license on the terms described in Section 2.1 ,
        except
        that such license shall be fully paid, perpetual, irrevocable and
        nonexclusive.
  **8.2**  **Termination
        by Alteon.** Alteon
        shall have the right to terminate this Agreement for any reason or for no
        reason
        upon one hundred and eighty (180) days’ written notice to OXIS. Any payment
        under Section 3 made
        after the date Alteon notifies OXIS 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 OXIS.** In the
        event that Alteon fails to timely make any payment and such failure continues
        for thirty (30) days following Notice by OXIS, OXIS shall have the right
        at any
        time to terminate this Agreement forthwith upon written notice to Alteon. ******
  **8.4**  **Termination
        for Cause.** Each
        party shall have the right to terminate this Agreement upon thirty (30) days’
written notice to the other upon the occurrence of any of the
        following:
  **(a)**  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 ninety (90) days; or
  **(b)**  Upon
        or
        after the breach of any material provision of this Agreement by the other
        party,
        including, with respect to Alteon, its Affiliates, (other than as provided
        in
        Section 8.3 )
        if the
        breaching party has not cured such breach within the thirty (30) day period
        following written notice of termination by the non-breaching party.
  **8.5**  **Effect
        of Termination; Surviving Obligations.** ****
  **(a)**  Upon
        termination of this Agreement by OXIS 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 that
        if
        OXIS terminates this Agreement only as to a particular country or countries
        under Section 8.4 (b) then
        the rights and obligations of the parties under this Agreement shall terminate
        only as to such country or countries), except as set forth in this Section 8.5 .
  **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.**
 19
  **(b)**  Upon
        termination of this Agreement by Alteon pursuant to Section 8.2 (where
        Alteon has not committed a breach of this Agreement permitting termination
        by
        OXIS under Section 8.3 or 8.4 )
        all
        rights to the Licensed Patents, Licensed Compounds, Licensed Know-How, Licensed
        Process, and Licensed Product and the Licensed Compounds shall revert to
        OXIS.
  **(c)**  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
        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 therefor by the other party.
  **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;
                  DISPUTE RESOLUTION**
  **9.1**  **Indemnification.**
  **(a)**  Alteon
        hereby agrees to save, defend, indemnify and hold harmless OXIS, its directors,
        officers, employees, agents and Affiliates (and its directors, officers,
        employees and agents) (each, a “ **OXIS
        Indemnitee** ”)
        from
        and against any and all losses, damages, liabilities, expenses and costs,
        including reasonable legal expenses and attorneys’ fees (“ **Losses** ”),
        to
        which a OXIS 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 Alteon of the license granted under
        Section 2.1 ,
        or
        (b) the development, manufacture, handling, storage, sale or other
        disposition of any Licensed Product by Alteon and its Affiliates and
        Sublicensees, except to the extent such Losses result from the willful
        misconduct of any OXIS Indemnitee.
  **(b)**  OXIS
        hereby agrees to save, defend, indemnify and hold harmless Alteon, 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 “ **Alteon
        Indemnitee** ”)
        from
        and against any and all Losses to which a Alteon 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 the material breach by OXIS of any
        of its representations, warranties or obligations hereunder, **** except
        to
        the extent such Losses result from the willful misconduct of any Alteon
        Indemnitee.
  **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.**
 20
  **(c)**  In
        the
        event a party seeks indemnification under Section 9 9.1 (a)
        or 9 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 shall cooperate as requested (at the expense
        of the
        Indemnifying Party) in the defense of the claim.
  **9.2**  **Limitation
        of Liability.** EXCEPT
        FOR LIABILITY FOR BREACH OF CONFIDENTIALITY OR FOR INFRINGEMENT OR
        MISAPPROPRIATION, NEITHER PARTY SHALL BE ENTITLED TO RECOVER FROM THE OTHER
        PARTY ANY INDIRECT, SPECIAL, INCIDENTIAL, 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. IN NO EVENT SHALL ALTEON’S LIABILITY HEREIN SHALL EXCEED IN THE
        AGGREGATE THE AMOUNTS ACTUALLY PAID OR PAYABLE TO OXIS UNDER THS
        AGREEMENT.
  **9.3**  **Insurance.** From
        and
        after such time as Alteon or any of its Sublicensees first commences human
        clinical trials of Licensed Product, Alteon shall, or shall cause each such
        Sublicensee to, at its own expense, maintain product liability insurance
        in an
        amount consistent with industry standards during the Term. Such liability
        insurance shall name OXIS as a named co-insured, and Alteon shall provide
        to
        OXIS regularly, and no less frequently than annually. Certificates evidencing
        OXIS coverage as a named co-insured and specifying the limits of such coverage.
  **9.4**  **Dispute
        Resolution.** All
        disputes arising out of or related to this Agreement, including disputes
        that
        may involve the parent companies, subsidiaries and Affiliates of any party
        performing hereunder ( ***“Disputes”*** ),
        shall
        be resolved in accordance with this Section 9 9.4 .
  **(a)**  Any
        Dispute shall be settled by binding arbitration by one arbitrator selected
        by
        the parties, or if they cannot agree, each party shall select an arbitrator
        and
        the two arbitrators shall select a third arbitrator. The decision of the
        arbitrator(s) shall be final and binding on the parties. The arbitration
        shall
        be conducted in New York, New York. The arbitral tribunal shall exert its
        best
        efforts to conduct the proceedings so as to issue an award within nine (9)
        months of the appointment of the arbitrator(s).
  **(b)**  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 .
  **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.**
 21
  **(c)**  The
        arbitral tribunal may grant any relief appropriate under the applicable law,
        but
        may not include any penalty or element of punitive or exemplary damages.
        The
        arbitral tribunal may award the costs and expenses of the arbitration. Any
        party
        may seek emergency, interim or provisional relief prior to the appointment
        of an
        arbitrator from any court of competent jurisdiction, without prejudice to
        the
        agreement to arbitrate herein contained. After appointment of an arbitrator,
        any
        request for such relief shall be addressed to the arbitrator, who shall have
        the
        power to enter an interim award granting any emergency, interim or provisional
        relief to which a party may be entitled under applicable law.
  **(d)**  Any
        award
        of money shall be in U.S. dollars. 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.
  **(e)**  Any
        duty
        to arbitrate under this Agreement shall remain in effect and enforceable
        after
        termination of this Agreement for any reason.
  **(f)**  Each
        party has the right before or during the arbitration to seek and obtain from
        the
        appropriate court provisional remedies, such as attachment, preliminary
        injunction or replevin, 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 the State of New York, 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, provided, however, the parties hereby acknowledge the following
        with
        respect to the Prior Exclusive License Agreement: (a) all fees, royalties
        or
        other payments contemplated by the Prior Exclusive License Agreement have
        been
        either paid in accordance with the Prior Exclusive License Agreement; (b)
        except
        with respect to clause (c) below, to the extent that any non-payment right,
        obligation or liability under the Prior Exclusive License Agreement exists
        and
        is continuing after giving effect to this Agreement, the parties agree to
        waive
        such obligations with respect to each party hereto and also not to assert
        such
        rights against the other party hereto; (c) to the extent that any existing
        right, obligations or liabilities which may be subject to Section 9 of the
        Prior
        Exclusive License Agreement, the parties hereto agree that such rights shall
        continue and survive as contemplated by this Agreement. This Agreement
        supersedes all prior and contemporaneous agreements and communications, whether
        oral, written or otherwise, concerning any and all matters contained herein.
        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.
  **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.**
 22
  **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 provided the successor’s financial
        strength is at least as great as the assignor’s., 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 Compound or Licensed Product,
        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.
  **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.
  **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.
  **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.**
 23
  **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
        Alteon, notices must be addressed to:
  Alteon,
        Inc.
 221
        W.
        Grand Avenue
 Suite
        200
 Montvale,
        NJ  07645
 Office:
        (201) 818-5860
 Fax:    (201)
        934-0090
 
 Attention:
        Chief Executive Officer
 
 With
        copies to:
 Pearl
        Cohen Zedek Latzer , LLP
 1500
        Broadway, 12th Floor
 New
        York,
        New York 10036
 Attention:
        Mark S. Cohen, Esq
 Telephone:
        +646 878 0804
 Facsimile:
        + 646 878 0801
  If
        to
        OXIS, notices must be addressed to:
  OXIS
        International, Inc.
 323
        Vintage Park Drive, Suite B
 Foster
        City, CA 94404
 Phone:
        650-212-2568
 Attention:
        Chief Executive Officer
 
 **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.
  **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
  **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.
  **[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.**
 25
  **IN
        WITNESS WHEREOF** **,** the
        parties hereto have duly executed this **AMENDED
        AD RESTATED EXCLUSIVE LICENSE AGREEMENT** ,
        including the Exhibit attached hereto and incorporated herein by
        reference.
 **OXIS
                INTERNATIONAL.**
              
              **ALTEON,
                INC.**By:
              /s/
                Marvin S.
                Hausman, M.D.
              
              By:
              /s/ Noah
                Berkowitz, M.D., Ph.D.Name:
              Marvin S. Hausman, M.D.
              
              Name:
              Noah
                Berkowitz, M.D., Ph.D.Title:
              CEO
              
              Title:
              President
                and CEO
 By: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
        A**
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              [*****]
 **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.**