<PAGE>

                                                                   EXHIBIT 10.43

                                                CONFIDENTIAL TREATMENT REQUESTED

                       COLLABORATION AND OPTION AGREEMENT

         THIS COLLABORATION AND OPTION AGREEMENT ("Agreement"), is made and
entered into as of March 10, 2005 (the "Effective Date") by and between

         MYMETICS CORPORATION ("MYMETICS"), a company organized under the laws
of the state of Delaware in the United States, with a principal place of
business at 230 Park Avenue, New York, NY 10169, and with its European Executive
Office located at 14, rue de la Colombiere, 1260 Nyon, Switzerland and

         PEVION BIOTECH LTD., a company organized under the laws of Switzerland
with a principal place of business at Rehhagstrasse 79, 3018 Berne Switzerland,
("PEVION").

         WHEREAS, PEVION is a company active in the development, manufacturing
and commercialization of Virosomes

         WHEREAS, MYMETICS is a company active in the development of vaccines
and treatments for AIDS and other retroviruses

         WHEREAS, PEVION and MYMETICS wish to engage in discussions relating to,
and exploring the possibilities of a possible research and/or business
relationship relating to their technologies

         NOW, THEREFORE, the Parties hereto, intending to be legally bound,
hereby agree as follows:

                                   ARTICLE 1

                                   DEFINITIONS

         1.1      "Affiliate" means, with respect to either Party, any entity
                  controlling, controlled by or under common control with, such
                  Party. For purposes of this definition, "control" of another
                  corporation or entity shall mean when a person or entity (i)
                  owns or directly controls fifty percent (50%) or more of the
                  outstanding voting stock or other ownership interest of the
                  other corporation or entity, (ii) possesses, directly or
                  indirectly the power to manage, direct or cause the direction
                  of the management and policies of the corporation or other
                  entity or the power to elect or appoint fifty percent (50%) or
                  more of the members of the governing body of the corporation
                  or other entity, or (iii) has actual control over the
                  management, business and affairs of the corporation or other
                  entity.

         1.2      "PEVION Materials" means [*] as described in exhibit 1.

* Confidential treatment has been requested for certain portions of this
document pursuant to an application for confidential treatment sent to the
Securities and Exchange Commission. Such portions are omitted from this filing
and filed separately with the Securities and Exchange Commission.
<PAGE>
         1.3      "PEVION Patent Rights" means the patents and patent
                  applications with respect to PEVION Materials listed on
                  Exhibit 2, and any divisional, continuation, or
                  continuation-in-part of such patent applications to the extent
                  the claims are directed to subject matter specifically
                  described therein, as well as any patent issued thereon and
                  any reissue or reexamination of such patent, and any foreign
                  counterparts to such patents and patent applications.

         1.4      "PEVION Technology" means PEVION proprietary technology,
                  PEVION Materials and PEVION Patent Rights.

         1.5      "Confidential Information" means information or material
                  related to a Party's (the "Discloser") information, technology
                  or business, including, without limitation, a formula,
                  pattern, compilation, program, method, technique, process,
                  biological material, gene sequence, data test, model, result
                  or analysis which is disclosed to the other Party (the
                  "Recipient") in connection with this Agreement. PEVION
                  Confidential Information includes, but is not limited to,
                  PEVION's Technology (as defined herein). Project Information
                  (as hereinafter defined) and the existence of this agreement
                  shall be deemed Confidential Information of both Parties.
                  Notwithstanding the foregoing, Confidential Information does
                  not include information that: (1) is now or subsequently
                  becomes generally available to the public through no wrongful
                  act or omission of the Recipient; (2) Recipient can
                  demonstrate it was rightfully in its possession prior to
                  disclosure to Recipient by the Discloser; (3) is independently
                  developed by Recipient without use, directly or indirectly, of
                  any Confidential Information of Discloser, as evidenced by
                  written records; or (4) Recipient rightfully obtains from a
                  third party who has the right to transfer or disclose it.

         1.6      "Effective Date" shall mean the date first written above.

         1.7      "MYMETICS Field" means the prevention of AIDS trough HIV
                  peptide vaccines.

         1.8      "MYMETICS Materials" means the tangible biological materials
                  described in Exhibit 1, as may be amended from time to time by
                  mutual agreement of the Parties.

         1.9      "MYMETICS Patent Rights" means the patent and patent
                  applications with respect to MYMETICS's proprietary
                  technology, and any divisional, continuation, or
                  continuation-in-part of such patent applications to the extent
                  the claims are directed to subject matter specifically
                  described therein, as well as any patent issued thereon and
                  any reissue or reexamination of such patent, and any foreign
                  counterparts to such patents and patent applications. Patents
                  and patent applications related to vaccines are listed in
                  Exhibit 2.

         1.10     "MYMETICS Technology" means MYMETICS's proprietary technology,
                  MYMETICS Materials and MYMETICS Patent Rights.
<PAGE>
         1.11     "Project" means the research and development projects
                  described in Exhibit 3. The project is intended to last [*]
                  from delivery of both the PEVION and MYMETICS Materials.

         1.12     "Project Information" means all intellectual property,
                  inventions, conceptions, compositions, materials (in
                  particular PEVION Material combined with MYMETICS Material),
                  methods, processes, know-how, data, information, records,
                  results, studies and analyses generated during the performance
                  of the Project.

         1.13     "Project Patent Rights" means any patent applications which
                  may be filed with respect to Project Information, and any
                  divisional, continuation, or continuation-in-part of such
                  patent applications to the extent the claims are directed to
                  subject matter specifically described therein, as well as any
                  patent issued thereon and any reissue or reexamination of such
                  patent.

         1.14     "Workplan" means the workplan described in Exhibit 3 for the
                  performance of the Project.

                                   ARTICLE 2

                                     PROJECT

         2.1      Delivery of Materials. PEVION shall deliver MYMETICS the
                  combined material (PEVION Material combined with MYMETICS
                  Material) as soon as possible.

         2.2      Limitation of Use. Except as set forth in Section 6,

                  (a)      the PEVION Materials may be used by MYMETICS solely
                           for the purpose of performing the Project, and shall
                           be used for no other purpose whatsoever without
                           PEVION's prior written consent.

                  (b)      the MYMETICS Materials may be used by PEVION solely
                           for the purpose of performing the Project, and shall
                           be used for no other purpose whatsoever without
                           MYMETICS's prior written consent.

                  (c)      the Project Information may be used by MYMETICS
                           and/or PEVION solely for the purpose of performing
                           the Project, and shall be used for no other purpose
                           whatsoever without PEVION's and MYMETICS's prior
                           written consent

         2.3      Performance of Project. The Parties will perform the Project
                  in accordance with the workplan.

* Confidential treatment has been requested for certain portions of this
document pursuant to an application for confidential treatment sent to the
Securities and Exchange Commission. Such portions are omitted from this filing
and filed separately with the Securities and Exchange Commission.
<PAGE>
         2.4      Reporting.

                  2.4.1    Both Parties shall maintain accurate laboratory data
                           books and notebooks for all Project Information and
                           shall promptly disclose to the other Party any
                           inventions created under the Project.

                  2.4.2    Both Parties shall prepare an interim report covering
                           both PEVION's and MYMETICS's results. Such report
                           shall be communicated to the other party. MYMETICS
                           shall be in charge of the final report as detailed
                           below.

                  2.4.3    Upon completion of the Project, MYMETICS will provide
                           to the Parties a report, setting forth the Project
                           Information. Such report shall include a summary of
                           the research performed under the Project as well as
                           the detailed experimental protocols of such research.

                  2.4.4    MYMETICS shall not be required to disclose any such
                           data that is subject to any confidentiality
                           obligation that MYMETICS has vis-a-vis third parties.
                           In case MYMETICS should be bound by such
                           confidentiality obligation and wants to invoke the
                           right hereabove, PEVION can demand to obtain a copy
                           of the respective confidentiality agreement with the
                           relevant third party.

                                   ARTICLE 3

                          INTELLECTUAL PROPERTY RIGHTS

         3.1      PEVION Technology. The entire rights, title and interest in
                  and to all PEVION Technology is and shall be owned solely and
                  exclusively by PEVION.

         3.2      MYMETICS Technology. The entire rights, title and interest in
                  and to all MYMETICS Technology is and shall be owned solely
                  and exclusively by MYMETICS.

         3.3      Patent Filing and Maintenance. Each Party shall be responsible
                  for filing, prosecuting and maintaining all issued, pending
                  and future applications and registrations for its own
                  intellectual property as far as it is relevant for this
                  Project. Each Party shall bear its own costs for the
                  preparation, prosecution, issuance and maintenance of all
                  applications and registrations for its own intellectual
                  property.

         3.4      Joint Patent Rights Ownership. The entire rights, title and
                  interest in and to PEVION Material combined with MYMETICS
                  Material arising from the Project shall be owned by both
                  parties and filed for patent protection ( whenever
                  appropriate) in the name of MYMETICS and PEVION.
<PAGE>
         3.5      Joint Patent Filing and prosecution. MYMETICS shall control
                  the filing and prosecution of any patent within the Project
                  Patent Rights, provided that MYMETICS provides copies of all
                  documents received from any patent office and drafts of all
                  patent prosecution documents relating to the Project Patent
                  Rights to PEVION and allow PEVION patent counsel sufficient
                  time to provide input into such patent prosecution. Neither
                  Party shall be entitled to make any use of the Project Patent
                  Rights for any purpose other than the Project itself
                  (including without limitation any commercial uses or any
                  publication, sale, transfer, assignment or sublicensing of
                  Project Information to a third party).

         3.6      Cooperation. PEVION and MYMETICS shall cooperate fully in the
                  preparation, filing, prosecution, and maintenance of all
                  Project Patent Rights. Such cooperation includes, without
                  limitation, (i) promptly executing all papers and instruments
                  or requiring employees of PEVION or MYMETICS to execute such
                  papers and instruments as reasonable and appropriate so as to
                  enable MYMETICS to file, prosecute, and maintain such Project
                  Patent Rights in any country in the name of MYMETICS; and (ii)
                  promptly informing the other Party of matters that may affect
                  the preparation, filing, prosecution, or maintenance of any
                  such Project Patent Rights (such as becoming aware of an
                  additional inventor who is not listed as an inventor in a
                  patent application). Costs for such Project Patent Rights and
                  prosecutions are covered by MYMETICS.

         3.7      Assignment of joint Patent Rights. Joint Patent Rights will be
                  assigned after filing to MYMETICS.

         3.8      Abandonment of Patent Rights. In the event that MYMETICS
                  desires to abandon any patent or patent application within the
                  Project Patent Rights, it shall provide PEVION with reasonable
                  prior written notice of such intended abandonment or decline
                  of responsibility, and the latter shall have the right, at its
                  expense, to prepare, file, prosecute, and maintain the
                  relevant Project Patent Rights in its sole name. In such
                  event, the abandoning Party shall lose all rights under this
                  Agreement and with respect to such Project Patent Rights in
                  such countries and assign for free such right to the other
                  Party.

         3.9      Term. Sections 3.4, 3.5, 3.6, 3.7 pursuant to this Agreement
                  expire on a patent by patent basis after expiration or
                  termination of this Agreement.

         3.10     Royalties/Milestones for assigment of joint Patent Rights. In
                  return for the assignment and during the filing- and granting
                  procedure of the joint Patent Rights, MYMETICS will pay to
                  PEVION;

                  a)       Milestone payments E [*] for the filing of the
                           priority application;

                  b)       Milestone payments E [*] for the filing of
                           international/national applications;

* Confidential treatment has been requested for certain portions of this
document pursuant to an application for confidential treatment sent to the
Securities and Exchange Commission. Such portions are omitted from this filing
and filed separately with the Securities and Exchange Commission.
<PAGE>
                  c)       [*]% on all upfront fees, milestone payments and
                           other monetary considerations (excluding royalties)
                           received by MYMETICS or an Affiliate from a third
                           party; provided that such monetary consideration is
                           attributed to the joint Patent Rights.

                  d)       [*]% on all royalties payments received by MYMETICS
                           or an Affiliate from a third party; provided that
                           such monetary consideration is attributed to the
                           joint Patent Rights.

                                   ARTICLE 4

                                     OPTION

         4.1      Option

                  4.1.1    PEVION hereby grants MYMETICS an irrevocable option
                           (the "Option"), exercisable at any time until [*]
                           after MYMETICS has received the results of the [*] as
                           defined by the Workplan (the "Option Expiration
                           Date"), but the latest by [*], to obtain an exclusive
                           world wide license on PEVION Material allowing
                           MYMETICS to use, make, develop and commercialize,
                           directly or through third parties, HIV vaccines using
                           PEVION Material combined with MYMETICS Material.

                  4.1.2    PEVION will be granted exclusive supply rights on
                           PEVION Material combined with MYMETICS material for
                           clinical batches.

                  4.1.3    Until the Option Expiration Date PEVION will not
                           enter into any exclusive supply agreement or transfer
                           any exclusive rights covering the PEVION Technology
                           in MYMETICS Field.

         4.2      Royalties/Milestones Option phase. In return for the Option
                  granted MYMETICS will pay to PEVION;

                  a)       Up front payment of E [*] and 100'000 Mymetics
                           Corporation common shares ("Rule 144 restricted");

                  b)       [*]% on all upfront fees, milestone payments and
                           other monetary considerations (excluding royalties)
                           received by MYMETICS or an Affiliate from a third
                           party; provided that such monetary consideration is
                           attributed to the use of PEVION's Technology;

                  c)       [*]% on all royalties payments received by MYMETICS
                           or an Affiliate from a third party; provided that
                           such monetary consideration is attributed to the use
                           of PEVION's Technology.

         4.3      Exercise of Option. In the event that MYMETICS wishes to
                  exercise the Option, it shall deliver to PEVION prior to the
                  Option Expiration Date a letter notifying PEVION of MYMETICS's
                  decision to exercise such Option. Upon delivery of such notice
                  to PEVION, a License Agreement will go into effect immediately
                  and without further action on the part of either Party.

* Confidential treatment has been requested for certain portions of this
document pursuant to an application for confidential treatment sent to the
Securities and Exchange Commission. Such portions are omitted from this filing
and filed separately with the Securities and Exchange Commission.
<PAGE>
         4.4      No Exercise of Option. In the event MYMETICS does not exercise
                  the Option prior to the Option Expiration Date or notifies
                  PEVION in writing earlier of its intention not to exercise the
                  Option or the Parties didn't succeed in concluding a supply
                  agreement, the Option shall terminate. In the event of
                  termination of the Option pursuant to Section 4.4, both
                  Parties shall be entitled to use the Project Information and
                  or Project Patent Rights on their own from this point in time
                  onwards. In this case any third party involvement based upon
                  the Project Information and or Project Patent Rights shall
                  require the Parties' written agreement.

                                   ARTICLE 5

                                     LICENSE

         5.1      License.

                  5.1.1    PEVION hereby grants MYMETICS, after exercising the
                           Option, an exclusive worldwide License on PEVION
                           Material in MYMETICS Field, allowing MYMETICS to use,
                           make, develop and commercialize directly or through
                           third-parties HIV vaccines using PEVION Material
                           combined with MYMETICS Material.

                  5.1.2    PEVION will be granted exclusive supply rights on
                           PEVION Material combined with MYMETICS material for
                           clinical batches.

                  5.1.3    In case PEVION can not guarantee the further supply
                           of MYMETICS with PEVION Material combined with
                           MYMETICS Material, based on the Supply Agreement, it
                           will grant MYMETICS a exclusive license to use, make
                           and sell PEVION Material in the MYMETICS Field.

                  5.1.4    The terms and conditions of said supply agreement are
                           to be negotiated in good faith by MYMETICS and PEVION
                           during the [*] following the Option Expiration Date.

         5.2      Royalties/Milestones License. In return for the License
                  granted MYMETICS will pay to PEVION;

                  a)       Up front payment of E [*] and [*] of Mymetics
                           Corporation common shares ("Rule 144 restricted")

                  b)       [*]% on all upfront fees, milestone payments and
                           other monetary considerations (excluding royalties)
                           received by MYMETICS or an Affiliate from a third
                           party; provided that such monetary consideration is
                           attributed to the use of PEVION's Technology.

                  c)       [*]% on all royalties payments received by MYMETICS
                           or an Affiliate from a third party; provided that
                           such monetary consideration is attributed to the use
                           of PEVION's Technology.

* Confidential treatment has been requested for certain portions of this
document pursuant to an application for confidential treatment sent to the
Securities and Exchange Commission. Such portions are omitted from this filing
and filed separately with the Securities and Exchange Commission.
<PAGE>
                  d)       The terms of the license are subject to
                           re-negotiations, in the event that MYMETICS will
                           develope HIV vaccines using PEVION Material combined
                           with MYMETICS Material by itself beyond clinical
                           Phase I .

         5.3      License Agreement. The license agreement has to be signed [*]
                  following the Date of exercising the Option.

                                   ARTICLE 6

                                 CONFIDENTIALITY

         6.1      Nondisclosure. Except as specifically authorized in this
                  Agreement or as has been specifically authorized by Disclosing
                  Party in writing, Recipient shall not reproduce, exploit, use,
                  distribute, disclose or otherwise disseminate the disclosed
                  Confidential Information and shall not take any action
                  causing, or fail to take any reasonable action necessary to
                  prevent any, Confidential Information disclosed to Recipient
                  to lose its character of Confidential Information. Upon
                  expiration or termination of this Agreement, or upon request
                  by Discloser, Recipient shall promptly deliver to Discloser
                  all Confidential Information of Discloser and all embodiments
                  and/or copies thereof then in its custody, control or
                  possession and shall deliver within four weeks after such
                  expiration or termination or destroy such Discloser's
                  Confidential Information, and deliver to Discloser within six
                  weeks of such notice a written statement signed by an officer
                  of Recipient certifying that all unused or remaining
                  Discloser's Confidential Information have been or destroyed.

         6.2      Ownership. All Confidential Information disclosed by
                  Disclosing Party shall remain the property of Discloser and no
                  license or other right to such information is granted or
                  implied hereby, other than such rights as are expressly set
                  out in this Agreement.

         6.3      Disclosure to Employees. Recipient agrees that access to
                  Confidential Information will be limited to those employees or
                  other authorized representatives of Recipient who: (1) need to
                  know such Confidential Information in order to conduct their
                  work in connection with the Project and (2) have signed
                  agreements with Recipient obligating them to maintain the
                  confidentiality of Confidential Information disclosed to them
                  on terms no less onerous than those provided for herein.
                  Recipient further agrees to inform such employees or
                  authorized representatives of the confidential nature of
                  Disclosing Party's Confidential Information and agrees to take
                  all reasonably necessary steps to ensure that the terms of
                  this Agreement are not violated by them.

* Confidential treatment has been requested for certain portions of this
document pursuant to an application for confidential treatment sent to the
Securities and Exchange Commission. Such portions are omitted from this filing
and filed separately with the Securities and Exchange Commission.
<PAGE>
         6.4      Disclosure to Collaborators. Notwithstanding the foregoing
                  provisions of this Section 5 the Recipient may disclose
                  Project Information to third party collaborators, who have a
                  need to know such information to further Recipient's rights
                  under this Agreement; provided however, that any such
                  disclosure by Recipient of Project Information that is
                  Confidential Information shall require that Recipient shall
                  have obtained from such third parties a written agreement
                  regarding obligations of confidentiality and appropriate use
                  restrictions comparable to and consistent with those set forth
                  herein, and provided that such Parties shall agree not to
                  further disclose such Confidential Information. Nothing herein
                  will be interpreted to permit Recipient to grant such third
                  party collaborators any rights granted to Recipient under this
                  Agreement.

         6.5      Publication of Project Information. Unless agreed to in
                  writing by the other Party, neither Party shall publish or
                  present any Project Information prior to the filing of a
                  patent application relating to the Project Information
                  pursuant to section 3.3. Subject to the foregoing and the
                  restrictions provided below, either Party may publish or
                  present Project Information, subject to the prior review by
                  the other Party for patentability and protection of such
                  Project Information. Each Party shall provide to the other
                  Party the opportunity to review any proposed abstracts,
                  manuscripts or summaries of presentations which cover Project
                  Information and give comments in writing promptly and in no
                  event later than thirty (30) days after receipt of the
                  proposed material with either approval of the proposed
                  material or a specific statement of concern, based upon either
                  the need to seek patent protection or concern regarding
                  competitive disadvantage arising from the proposal. In the
                  event of concern, the submitting Party agrees not to submit
                  such publication or to make such presentation that contains
                  such information until the other Party is given a reasonable
                  period of time (not to exceed ninety (90) days from first
                  receipt of publication or presentation) to seek patent
                  protection for any material in such publication or
                  presentation which it believes is patentable or to resolve any
                  other issues. Publication relating to the Project Information
                  are expected to be joint publications. If this is not
                  intended, the Party intending the publication will acknowledge
                  the other Party as the source of technology and information
                  relating to Project Information, subject to section 10.1.

         6.6      Term. Recipient's duty to protect Discloser's Confidential
                  Information pursuant to this Agreement expires ten (10) years
                  from the date of disclosure of the Confidential Information.
<PAGE>
                                   ARTICLE 7

                              CONTROL OF MATERIALS

         7.1      Control of PEVION Materials. MYMETICS shall not transfer the
                  PEVION Materials or PEVION Materials combined with MYMETICS
                  Material to, or permit access to the PEVION Materials or
                  PEVION Materials combined with MYMETICS Material by, any third
                  party without prior written approval of PEVION. MYMETICS shall
                  not use and/or exploit the PEVION Materials or PEVION
                  Materials combined with MYMETICS Material for any purpose
                  other than as set forth in the Workplan. For the purposes
                  hereof, "third parties" shall not include those Affiliate,
                  corporate partners, employees and consultants of MYMETICS who
                  will be involved in the handling, testing and/or evaluation of
                  PEVION Materials or PEVION Materials combined with MYMETICS
                  Material as part of the Project. The PEVION Materials shall
                  remain the property of PEVION. Upon termination of this
                  Agreement, MYMETICS shall discontinue its use of all PEVION
                  Materials, with respect to which it has not exercised its
                  option pursuant to Article 4, and shall, upon the written
                  request of PEVION, either return any such unused or remaining
                  PEVION Materials to PEVION or destroy such PEVION Materials,
                  and deliver to PEVION within 14 days of such notice a written
                  statement signed by an officer of MYMETICS certifying that all
                  unused or remaining PEVION Materials have been returned to
                  PEVION or destroyed.

         7.2      Control of MYMETICS Materials. PEVION shall not transfer the
                  MYMETICS Materials to, or permit access to the MYMETICS
                  Materials by, any third party without prior written approval
                  of MYMETICS. PEVION shall not use and/or exploit the MYMETICS
                  Materials for any purpose other than as set forth in the
                  Workplan. For the purposes hereof, "third parties" shall not
                  include those Affiliate, corporate partners, employees and
                  consultants of PEVION who will be involved in the handling,
                  testing and/or evaluation of MYMETICS Materials as part of the
                  Project. The MYMETICS Materials shall remain the property of
                  MYMETICS. Upon termination of this Agreement, PEVION shall
                  discontinue its use of all MYMETICS Materials, with respect to
                  which it has not exercised its option pursuant to Article 4,
                  and shall, upon the written request of MYMETICS, either return
                  any such unused or remaining MYMETICS Materials to MYMETICS or
                  destroy such MYMETICS Materials, and deliver to MYMETICS
                  within 14 days of such notice a written statement signed by an
                  officer of PEVION certifying that all unused or remaining
                  MYMETICS Materials have been returned to MYMETICS or
                  destroyed.

         7.3      Costs of R&D. PEVION will be compensated for the salaries and
                  wages of all research and development personnel and their
                  consumable items, together with overheads attributable to the
                  research and development program involved in the Project.
<PAGE>
<TABLE>
<S>                                                                           <C>    <C>
           Up-front payments for the products needed in the rabbits program   [*]    E [*],-
           Milestone payments at the end of the rabbit program                [*]    E [*],-
           Up-front payments for the products needed in the macaques program  [*]    E [*],-
           Milestone payments at the end of the macaque  program              [*]    E [*],-
           Peptide Antigen (non GMP)                                          [*]    [*]
</TABLE>

                                   ARTICLE 8

                     WARRANTY, REPRESENTATIONS AND LIABILITY

         8.1      No Warranty. BOTH PARTIES ACKNOWLEDGE AND AGREE THAT THE
                  PEVION MATERIALS ARE BEING SUPPLIED WITH NO WARRANTIES,
                  EXPRESS OR IMPLIED, AND PEVION EXPRESSLY DISCLAIMS ANY
                  WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE
                  OR NON INFRINGEMENT. PEVION MAKES NO REPRESENTATION THAT THE
                  USE OF THE PEVION MATERIALS WILL NOT INFRINGE THE PATENT OR
                  PROPRIETARY RIGHTS OF ANY THIRD PARTY. However to the best of
                  PEVION's knowledge, the use of the PEVION's Technology in
                  connection with the business of MYMETICS as contemplated
                  herein does not conflict with, misappropriate, or infringe the
                  intellectual property rights of any third party.

         8.2      Representations. Each Party hereby represents and warrants to
                  the other Party as follows:

                  8.2.1    It is a corporation duly organized and validly
                           existing under the laws of its state or other
                           jurisdiction of incorporation or formation;

                  8.2.2    It has the legal power and authority to execute and
                           deliver this Agreement, and to perform its
                           obligations hereunder; its activities related to the
                           Project are subject to insurance coverage;

                  8.2.3    No authorization, consent or approval of any
                           governmental authority or third Party is required for
                           the execution, delivery or performance by it of this
                           Agreement, and the execution, delivery or performance
                           of this Agreement will not violate any law, rule or
                           regulation applicable to such Party; and

                  8.2.4    It shall comply with all applicable local, state,
                           national, regional and governmental laws and
                           regulations relating to its activities under this
                           Agreement.

* Confidential treatment has been requested for certain portions of this
document pursuant to an application for confidential treatment sent to the
Securities and Exchange Commission. Such portions are omitted from this filing
and filed separately with the Securities and Exchange Commission.
<PAGE>
         8.3      Care in Use of PEVION Materials. MYMETICS acknowledges that
                  the PEVION Materials are experimental in nature and may have
                  unknown characteristics and therefore agrees to use prudence
                  and reasonable care in the use, handling, storage,
                  transportation and disposition and containment of such PEVION
                  Materials.

         8.4      Hold Harmless. In no event shall PEVION be liable for any use
                  by MYMETICS of the PEVION Materials. MYMETICS shall defend,
                  indemnify and hold PEVION harmless from and against any
                  third-party claims, demands or actions and liabilities, cost
                  and expenses arising therefrom which result from MYMETICS's
                  use, handling, storage, transportation, disposition and
                  containment of the PEVION Materials (a "Claim") except to the
                  extent such Claim result from the negligence or willful
                  misconduct of PEVION. If PEVION receives notice of any Claim,
                  PEVION shall, as promptly as is reasonably possible, give
                  MYMETICS notice of such Claim; provided, however, that failure
                  to give such notice promptly shall only relieve MYMETICS of
                  any indemnification obligation it may have hereunder to the
                  extent such failure diminishes the ability of MYMETICS to
                  respond to or to defend PEVION against such Claim. PEVION and
                  MYMETICS shall consult and cooperate with each other regarding
                  the response to and the defense of any such Claim and MYMETICS
                  shall, upon its acknowledgment in writing of its obligation to
                  indemnify PEVION, be entitled to and shall assume the defense
                  or represent the interests of PEVION in respect of such Claim,
                  that shall include the right to select and direct legal
                  counsel and other consultants to appear in proceedings on
                  behalf of PEVION and to propose, accept or reject offers of
                  settlement, all at its sole cost; provided, however, that no
                  such settlement shall be made without the written consent of
                  PEVION, such consent not to be unreasonably withheld. Nothing
                  herein shall prevent PEVION from retaining its own counsel and
                  participating in its own defense at its own cost and expense.

         8.5      Limitation of Liability. IN NO EVENT SHALL EITHER PARTY BE
                  LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL
                  DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT
                  WHETHER OR NOT THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY
                  OF OR IS OTHERWISE ON NOTICE OF SUCH POSSIBILITY.

         8.6      Handling of PEVION Materials. MYMETICS shall use, handle,
                  store, transport, dispose of and contain the PEVION Materials
                  in compliance with all applicable laws and regulations.
                  MYMETICS agrees not to use the PEVION Materials in research or
                  clinical testing on humans, such research or clinical testing
                  on human being carried out only with the Project Information.

         8.7      MYMETICS Material. PEVION hereby undertakes to apply sections
                  8.3, 8.4 and 8.6 to MYMETICS Material mutatis mutandis.
<PAGE>
                                   ARTICLE 9

                                TERM OF AGREEMENT

         9.1      Term. Unless earlier terminated or extended by the mutual
                  written agreement of the Parties, this Agreement shall be
                  effective as of the Effective Date and shall continue in
                  effect until the Option Expiration Date. Sections 2.2, 3, 4,
                  5, 6, 7, 9, 10.5 and 10.6 of this Agreement shall survive the
                  expiration or termination of this Agreement and remain in full
                  force and effect. Each Party shall have the right to terminate
                  this Agreement in the event of a breach by the other Party of
                  any material obligation hereunder, unless the breaching Party
                  shall have cured the breach within thirty (30) days following
                  notice thereof from the non-breaching Party.

         9.2      Bankruptcy. In the event any Party becomes the subject of a
                  voluntary or involuntary petition in bankruptcy, such Party
                  shall immediately notify the other Party in writing. If such
                  petition is not dismissed with prejudice within one hundred
                  twenty (120) days after filing, the other Party shall have the
                  right to terminate this Agreement by giving the bankrupting
                  Party written notice. Termination of this Agreement pursuant
                  to this Section 9 shall be effective upon the bankrupting
                  Party' receipt of such written notice.

                                   ARTICLE 10

                               GENERAL PROVISIONS

         10.1     Publicity. Except as may otherwise be required by law or
                  regulation, neither Party shall make any public announcement,
                  directly or indirectly, concerning the existence or terms of
                  this Agreement or the subject matter hereof without first
                  submitting a copy of the proposed announcement to the other
                  Party for review and obtaining the approval of the other
                  Party. The other Party shall have seven (7) business days or
                  such other time as mutually agreed upon to consent to the
                  publication of such announcement, such consent not to be
                  unreasonably withheld. If either Party is required by law or
                  regulation to make a public announcement concerning the
                  existence or terms of this Agreement, such Party shall give
                  reasonable prior advance notice of the proposed text of such
                  announcement to the other Party for its prior review and
                  comment.

         10.2     Entire Agreement. This Agreement contains the entire agreement
                  between the Parties with respect to the subject matter hereof,
                  and supersedes any prior agreements, negotiations or
                  representations between the Parties with respect to the
                  subject matter hereof, whether written or oral. This Agreement
                  may be modified only by a subsequent written agreement signed
                  by the Parties. If any provision of this Agreement is held to
                  be unenforceable, the remaining provisions shall continue
                  unaffected.
<PAGE>
         10.3     Agency. The Parties do not intend that any agency or
                  partnership relationship be created between them by this
                  Agreement.

         10.4     Assignment. Neither Party shall assign this Agreement without
                  the prior written consent of the other Party in particular
                  neither Party may assign this Agreement to a successor in
                  connection with the merger, consolidation, or sale of all or
                  substantially all of its assets or that portion of its
                  business to which this Agreement relates.

         10.5     Governing Law. This Agreement shall be construed, performed
                  and enforced in accordance with, and governed by, the internal
                  laws of Switzerland, without giving effect to the principles
                  of conflict of law thereof.

         10.6     Consent to Jurisdiction. The parties hereto hereby irrevocably
                  attorn to the exclusive jurisdiction of the Courts of Bern
                  (Switzerland) in any action or proceeding arising to this
                  Agreement.

         10.7     English Version. The parties hereby represent, warrant,
                  acknowledge and agree that: (i) they have agreed that this
                  Agreement be drawn up in the English language; and (ii) the
                  English version of this Agreement shall govern for all
                  purposes.

         10.8     Severability. If one or more provisions of this Agreement is
                  or becomes invalid or unenforceable in whole or in part in any
                  jurisdiction, the validity of the remaining provisions of this
                  Agreement shall not be affected. The parties hereto undertake
                  to replace any such invalid provision without delay with a
                  valid provision which as nearly as possible duplicates the
                  economic intent of the invalid provision.

         10.9     Successors and Assigns. This Agreement shall be binding upon
                  and shall inure to the benefit of the parties hereto and their
                  respective successors, heirs, executors, administrators, legal
                  representatives and assigns.

         10.10    Notices. Any notice required or permitted hereunder shall be
                  in writing and shall be deemed effectively given upon personal
                  delivery, three (3) days after deposit if sent by certified
                  mail, postage prepaid, return receipt requested, or the day
                  after delivery to a recognized overnight courier, to the
                  following addresses:

If to MYMETICS:                    If to PEVION:
MYMETICS Corporation,              PEVION Ltd.
14, rue de la Colombiere,          Rehhagstrasse 79
1260 Nyon, Switzerland             3018 Bern, Switzerland
Att: CEO                           Att: COO

         10.11    Waiver. A Party's failure to exercise or enforce any right or
                  provision of the Agreement shall not constitute a waiver of
                  such right or provision.
<PAGE>
IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed below.

MYMETICS                                            PEVION LTD.

By:                                                 By:
     --------------------------                         -----------------------
           (Signature)                                         (Signature)

Christian Rochet                                    Peter Klein
President and CEO                                   CEO

(Date)                                              (Date)



By:                                                 By:
     --------------------------                         -----------------------
           (Signature)                                         (Signature)

Ernst Lubke                                         Thomas Stauffer
CFO                                                 COO

(Date)                                              (Date)
<PAGE>
                                    EXHIBIT 1

                                PEVION MATERIALS

                                       [*]


                               MYMETICS MATERIALS

[*]

PEVION's and MYMETICS's Representatives will agree on the amounts of MATERIALS
necessary to perform the Project under this agreement.


* Confidential treatment has been requested for certain portions of this
document pursuant to an application for confidential treatment sent to the
Securities and Exchange Commission. Such portions are omitted from this filing
and filed separately with the Securities and Exchange Commission.
<PAGE>
                                   EXHIBIT 2

                             PEVION'S PATENT RIGHTS

[*]

PEVION's Patent Rights are subject to MYMETICS's due diligence. PEVION hereby
agrees to cooperate as seems reasonably practical to MYMETICS' due diligence by
providing information.

                             MYMETICS' PATENT RIGHTS

[*]



* Confidential treatment has been requested for certain portions of this
document pursuant to an application for confidential treatment sent to the
Securities and Exchange Commission. Such portions are omitted from this filing
and filed separately with the Securities and Exchange Commission.
<PAGE>
                                    EXHIBIT 3

                       TIME TABLE/WORKPLAN PEVION/MYMETICS

[*]

DC\ 7010194.1


* Confidential treatment has been requested for certain portions of this
document pursuant to an application for confidential treatment sent to the
Securities and Exchange Commission. Such portions are omitted from this filing
and filed separately with the Securities and Exchange Commission.