EXHIBIT 10.32

**  Text Omitted and Filed Separately
Confidential Treatment Requested
Under 17 C.F.R. §§ 200.80(b)(4),
200.83 and 240.246-2

RESEARCH AND LICENSE AGREEMENT

THIS RESEARCH AND LICENSE AGREEMENT(this "Agreement") is
entered into and made on July 10, 2000 (the "Effective Date") by and amongBIOCHEM PHARMA INC. ("BIOCHEM"), a
corporation organized and existing under the laws of Canada and having its principal office at 275 Armand-Frappier Boulevard, Laval, Quebec, Canada H7V 4A7, and CYTOVIA, INC.("CYTOVIA"), a corporation incorporated and existing under the laws of the State of
Delaware, having its principal office at 6650 Nancy Ridge Drive, San Diego, California, 92121. BIOCHEM and CYTOVIA are hereinafter collectively referred to as
"Parties" or individually as a "Party."

RECITALS

WHEREAS,CYTOVIA is the owner of certain intellectual property consisting of pending patent applications, know-how and
inventions relating to Products (as defined below) (including methods of manufacturing such Products) for the treatment of human diseases;

WHEREAS,the parties wish to pursue research to design, synthesize, identify and characterize candidates from among the Products for
clinical development and BIOCHEM wishes to pursue such development;

WHEREAS,CYTOVIA desires to grant, and BIOCHEM desires to acquire, an exclusive license (with the right to sublicense) to research,
develop and commercially exploit CYTOVIA's intellectual property relating to the Products, including the right to make, have made, use, sell and have sold the Products.

NOW, THEREFORE,in consideration of the mutual covenants contained herein, and for other good and valuable consideration, the amount
and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

ARTICLE 1    DEFINITIONS

1.1"Affiliate"means at the time of determination (i) any Person which is directly or
indirectly controlled by any Party hereto; (ii) any Person which directly or indirectly controls any Party hereto; or (iii) any Person which is under the direct or indirect control of
any such Person as described in (i) or (ii)."Control" shall in this context mean ownership of greater than fifty percent (50%) of the voting
stock or other voting interests in the Person in question. In any country of the Territory in which local law prohibits the ownership by BIOCHEM or CYTOVIA of greater than fifty percent (50%) of the
voting stock or other voting interests of an entity, the entity shall be deemed an Affiliate if BIOCHEM or CYTOVIA owns the maximum percentage permitted by law, as long as such maximum percentage is
at least thirty percent (30%).

1.2"Agency"means any governmental regulatory authority responsible for granting Regulatory
Approvals for the sale of Product.

1.3"CD"means a Product designated as a candidate drug by BIOCHEM.

1.4"Control"or"Controlled"in the context of
intellectual property rights means rights to intellectual property sufficient to grant the applicable license or sublicense under this Agreement, without violating the terms of any agreement or other
arrangement with any Third Party, provided that where a license or sublicense under this Agreement shall be exclusive, if the granting Party does not have the right under a Third Party agreement
entered into prior to the Effective Date to grant an exclusive license or sublicense, such license or sublicense shall be non-exclusive.

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1.5"CYTOVIA Know-How"means all proprietary Technical Information owned or
Controlled by CYTOVIA as of the Effective Date or during the term of this Agreement and that relates to, or is necessary or useful for the design, synthesis, identification, research, development,
manufacture, use or sale of Products.

1.6"CYTOVIA Patent Rights"means all Patents in any country within the Territory which are
owned or Controlled by CYTOVIA as of the Effective Date or during the term of this Agreement that relate to, or are necessary or useful for the design, synthesis, identification, research,
development, manufacture, use or sale of Products, including those Patents which claim a Product, formulation, process of manufacture, or method of use of such Product. CYTOVIA Patent Rights as they
exist as of the
Effective Date are set forth onExhibit Battached hereto. CYTOVIA Patent Rights include Dominated Patent Rights.

1.7"Dominated Patent Rights"and"Dominated BIOCHEM Patent
Rights"have the meaning set forth inSection 11.1.1.

1.8"Effective Date"has the meaning set forth in the first paragraph of this Agreement.

1.9"FDA"shall mean the United States Food and Drug Administration, or any successor thereto.

1.10"Field"means the treatment of human diseases.

1.11"FTE"means the equivalent of a full-time twelve (12) months'
(including normal vacations, sick days and holidays) work of a qualified person, carried out by one or more employees or agents of a Party, who devotes a portion of his or her time to the Research
Program.

1.12"GCP"means"Good Clinical Practices"as
defined under applicable FDA rules and regulations and Guideline E-6 of the International Council of Harmonization.

1.13"IND"means an "Investigational New Drug" application, as defined in the United States
Food, Drug and Cosmetic Act, as amended, and applicable FDA rules and regulations or non-U.S. equivalent thereof in a Major Country.

1.14"Initiation of Phase II Clinical Trials"means dosing of the first patient at the first
site of Phase II Clinical Trials.

1.15"Initiation of Phase III Clinical Trials"means dosing of the first patient at the first
site of Phase III Clinical Trials.

1.16"Joint Patent Rights"has the meaning set forth in Section 11.1.1. Joint Patent Rights exclude
Dominated Patent Rights.

1.17"Launch"means the date of first commercial shipment of the Product by BIOCHEM, its
Affiliates, distributors or sublicensees to Third Party customers in each respective country of the Territory after the receipt of Regulatory Approval for the Product from the relevant Agency, as may
be necessary in such country.

1.18"Loss"has the meaning set forth in Section 8.1.

1.19"Major Countries"means the following countries of the Territory: (a) France,
(b) Germany, (c) United Kingdom, (d) Italy, (e) Spain, (f) United States and (g) Japan.

1.20"NDA"means a "New Drug Application," as defined in the United States Food, Drug and
Cosmetic Act, as amended, and applicable FDA rules and regulations, or any non-U.S. equivalent thereof.

1.21"Net Sales"means the total gross sales (number of units shipped times the invoiced price
per unit) to Third Parties representing sales invoiced by BIOCHEM and its Affiliates of the Product in the Territory, less deductions for the following to the extent actually paid or allowed:



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In
addition, BIOCHEM shall be entitled to deduct from Net Sales any receivables which are deemed to be uncollectible according to BIOCHEM's internal accounting principles and
generally accepted accounting principles consistently applied. Such bad debt deduction shall be applied to Net Sales in the period in which such receivables are written off and shall be exclusive of
any bad debt or uncollectible receivables of BIOCHEM or its Affiliates unrelated to the Product.

Sales
between BIOCHEM and its Affiliates shall be excluded from the computation of Net Sales, but Net Sales shall include the first sales to Third Parties by any such Affiliates. The
supply of Product as commercial samples (in quantities customary within the pharmaceutical industry) or for use in clinical studies shall not be included within the computation of Net Sales. Where
(i) the consideration for the Product shall include any non-cash element; or (ii) the Product shall be transferred by BIOCHEM or an Affiliate in any manner other than an
invoiced sale, the Net Sales applicable to any such transaction shall be deemed to be BIOCHEM's average Net Sales for the applicable quantity of Product at that time.

If
a Product is sold or provided as part of a system, package, or combination product or service that contains one or more other active ingredients or other parts that could be sold
separately (each, a "Combination Product" and collectively, "Combination Products"), Net Sales shall be calculated by multiplying the Net Sales received by BIOCHEM or an Affiliate from the sale of
Combination Products by the fraction A/B, where "A" is the fair market value of the Product when supplied or priced separately and "B" is the fair market value of the Combination Product. In the event
that no market price is available for the Product when supplied or priced separately, fair market value shall be determined in good faith by BIOCHEM and CYTOVIA. In the event that CYTOVIA and BIOCHEM
disagree regarding determination of fair market value, the Parties agree to submit such disagreement to arbitration in accordance with Section 15.5.

1.22"Patent"(which term may be used either in the singular or plural form) means any patent
and patent applications, and all additions, divisions, continuations, continuations in-part, pipeline protection, substitutions, reissues, extensions, registrations, patent term
extensions, supplementary protection certificates and renewals of any of the above.

1.23"Person"shall include a corporation, partnership or other entity.

1.24"Phase I Clinical Trials"means "Phase 1" investigational studies as defined within 21 CFR
312.21 and other applicable regulations promulgated by the U.S. Department of Health and Human Services or FDA or non-U.S. equivalent thereof.

1.25"Phase II Clinical Trials"means "Phase 2" investigational studies as defined within 21
CFR 312.21 and other applicable regulations promulgated by the U.S. Department of Health and Human Services or FDA or non-U.S. equivalent thereof.

1.26"Phase III Clinical Trials"means "Phase 3" investigational studies as defined within 21
CFR 312.21 and other applicable regulations promulgated by the U.S. Department of Health and Human Services or FDA or non-U.S. equivalent thereof.

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1.27"Product"means any member of the class of [***], analogs and
derivatives as set forth onExhibit Aincluding all formulations and modes of administration thereof.

1.28"Regulatory Approval"means the product license or marketing approval necessary as a
prerequisite for marketing a Product in a particular country in the Territory, including any approval for price or reimbursement (hereinafter, "pricing approval") as may be necessary or appropriate in
such country.

1.29"Research Program"has the meaning set forth in Section 4.1.

1.30"Research Term"has the meaning set forth in Section 3.1.1.

1.31"Sublicensee"shall mean a Third Party to whom BIOCHEM has granted rights pursuant to Section 2.1.1beyond the mere right to purchase Product from BIOCHEM or its Affiliates.

1.32"Sublicensing Fees"means the amount actually paid to BIOCHEM or an Affiliate of BIOCHEM
by a Sublicensee arising from the sublicense of the right to research, develop, make, have made, use, distribute for sale, promote, market, offer for sale, sell, have sold, import or export Products.
Sublicensing Fees shall include up-front or license fees, milestone payments, premiums above market price on sales of securities and any other payments in respect of the CYTOVIA Patent
Rights or CYTOVIA Know-How but shall not include any payments tied directly to the provision of goods and services by BIOCHEM or its Affiliate to such sublicensee (including research and
development and manufacturing) to compensate BIOCHEM or its Affiliate for the provision of such goods and services, royalties payable to BIOCHEM or its Affiliates by a Sublicensee based on such
Sublicensee's sale of Products, or payments for securities (other than premiums above market price).

1.33"Technical Information"means all techniques and data and other know-how and
technical information including inventions (whether or not patentable), improvements and developments, practices, methods, concepts, know-how, trade secrets, documents, computer data,
source code, apparatus, clinical and regulatory strategies, test data, analytical and quality control data, manufacturing, patent data or descriptions, development information, drawings,
specifications, designs, plans, proposals and technical data and manuals and all other proprietary information.

1.34"Territory"means all the countries of the world.

1.35"Third Party"means any Person other than a Party to this Agreement or an Affiliate.

1.36"Valid Patent Claim"means a claim of an issued and unexpired patent or a claim of a
pending patent application (subject to the limitations of the last two sentences of this definition) within the CYTOVIA Patent Rights (excluding any Dominated BIOCHEM Patent Rights), which claim has
not lapsed, been canceled, become abandoned, or been revoked or declared invalid or unenforceable by an unreversed and unappealable decision or judgment of a court or other governmental agency of
competent jurisdiction, and which has not been admitted to be invalid or unenforceable through reissue or disclaimer or otherwise. For the purposes of this Agreement, a claim of a pending patent
application shall only be deemed a Valid Patent Claim for a period of five (5) years from the date of first publication of such application in those countries where applications are published
or, in those countries where applications are not published, for a period of five (5) years from filing of such application. If a claim of a pending patent application does not mature into an
issued patent within the aforementioned five (5) year period of time, such a claim will no longer qualify as a Valid Patent Claim.

ARTICLE 2    LICENSE GRANTS

2.1    CYTOVIA License Grants.



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ARTICLE 3    TERM

3.1    Term



ARTICLE 4    RESEARCH; OBLIGATION TO COOPERATE AND SUPPORT, AND  REGULATORY APPROVAL

4.1    Research Program; Steering Committee; Work Plan.BIOCHEM and CYTOVIA shall engage in a collaborative research
program relating to the Products (the"Research Program") and shall use reasonable commercial efforts to design, synthesize, identify, screen and
characterize Products pursuant to the delegation of work responsibilities set forth within the Work Plan attached hereto asExhibit C, subject in
all cases to BIOCHEM's right to terminate this Agreement pursuant toArticle 13. The Parties shall make available appropriate scientific,
engineering and other personnel to perform tasks under the Research Program in accordance with the Work Plan. Without in any way limiting CYTOVIA'S responsibilities pursuant to the Work Plan, CYTOVIA
shall, during the term of this Agreement, conduct CYTOVIA caspase activity screens or assays of the Products and record and report the results of such screens or assays to BIOCHEM in accordance with Section
 4.2herein. Although the Parties shall cooperate with respect to the Research Program, BIOCHEM shall have ultimate control over the
Research Program, subject to the terms and conditions of this Agreement. BIOCHEM alone shall have the right to designate a Product as a CD. The Parties shall participate in the Steering Committee
described inSection 4.4. The Parties shall each bear their own costs incurred in

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performing activities under the Work Plan, including the costs of the FTE's assigned to the Research Program which are provided in the Work Plan. The Steering Committee shall have the authority to
amend the Work Plan, provided that the costs and obligations of the parties shall not be materially increased by any such amendment or by all such amendments in the aggregate. BIOCHEM shall not have
the right to file an IND with respect to any Product without first designating such Product as a CD.

4.2    Record Keeping.Each party shall record, to the extent practical, all Technical Information relating to its
research activities under the Research Program in written form, which writing shall be signed, dated and witnessed, consistent with standard practices of each Party and what is normal and customary in
the industry. To the extent practical, such written records shall be kept separately from written records documenting other research of such Party. All such written records of the Parties shall be
maintained in a form sufficient to satisfy Agencies and shall be open to inspection by the other party during normal business hours upon reasonable prior written notice. Without in any way limiting
the foregoing, data relating to the results of screens or assays performed by CYTOVIA pursuant to the Research Program shall be recorded and stored by CYTOVIA, using its customary means, and in a
computer searchable file or computer database (that may be separate from other CYTOVIA data not related to caspase screens) on a storage device. The information stored will include the target, screen
type, the concentration, structure and activity of the compound tested, and date of testing. Upon written request of BIOCHEM, CYTOVIA will provide BIOCHEM with a written report of the results of
screening, in the manner described in the preceding sentence, performed by CYTOVIA pursuant to the Research Program.

4.3    Support and Cooperation.The Parties shall cooperate with and assist each other in performing the various aspects
of the Research Program and the tasks set forth within the Work Plan for performance by each Party. In addition, CYTOVIA shall provide BIOCHEM with all assistance, technology, information and
documents reasonably requested by BIOCHEM to the extent sufficient to allow BIOCHEM or BIOCHEM's Affiliates to manufacture the Product. CYTOVIA shall also provide or
make available to BIOCHEM all other available background and supporting information relating to the Products as reasonably requested by BIOCHEM.

4.4    Steering Committee Responsibilities, Composition, and Procedure.BIOCHEM and CYTOVIA shall promptly after the
Effective Date organize a steering committee (the"Steering Committee"), which will plan, manage and oversee work on the Research Program and update and
modify the Work Plan as may be necessary, consisting of three (3) members from BIOCHEM and three (3) members from CYTOVIA. The responsibilities of the Steering Committee shall include,
without limitation, maintaining records of Products designed, synthesized, screened or identified under the Research Program and of CDs designated by BIOCHEM. BIOCHEM shall have the right to appoint
one of its three (3) members to be the chairperson of the Steering Committee. The Parties shall each have the right, upon notifying the other, to change its members of the Steering Committee at
any time during the term of this Agreement. The Parties shall hold meetings of the Steering Committee as mutually agreed by the Parties (but in no event less than four (4) quarterly meetings
per year) to review the Research Program and to discuss future activities under this Agreement. The first meeting of the Steering Committee following the Effective Date shall be held in San Diego, CA.
Thereafter, meetings shall alternate between Laval, Canada and San Diego, CA. Interim meetings may be held by telephone or video conference if requested by either Party in writing to the other, provided thatthe Parties shall meet in person at least four (4) times per year. Minutes of all meetings setting forth decisions of the Steering
Committee relative to the Research Program shall be prepared by the host Party and circulated to both Parties within fifteen (15) days after each meeting, but minutes shall not become official
until approved by both Parties. Any vote of the Steering Committee shall include at least one (1) representative of each of BIOCHEM and CYTOVIA. Steering Committee decisions shall be made by
unanimous consent of the Parties after good faith discussions. In the event of a disagreement that cannot be resolved within thirty (30) days after the date on which the disagreement arose
through such good faith discussions, the matter shall be referred to the CEOs of the Parties for good faith discussion, and in the event that the CEOs shall not have reached agreement within sixty
(60) days after the date on which the disagreement arose, then the decision of BIOCHEM shall be

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final. The Steering Committee shall terminate upon termination of the Research Program, with BIOCHEM being responsible for further development of the Products as provided in Article 5.

ARTICLE 5    REGULATORY ACTIVITIES, APPROVALS, and COMPLIANCE

5.1    Regulatory Activities and Approvals.



BIOCHEM
shall be deemed to be using commercially reasonable efforts with respect to the provisions of thisSection 5.1.2if
BIOCHEM is actively undertaking diligent, commercially reasonable efforts, similar to those used for other BIOCHEM products of comparable commercial potential, for the continuing development and the
commercialization of a Product in the Field. Without limiting BIOCHEM's obligations pursuant to parts (a), (b), and (c) of this Section, BIOCHEM shall be responsible for and retain control of
all decisions regarding commercialization of the Products including development of Product, where and when to seek Regulatory Approval and where and when to market the Product(s), (including without
limitation the sole discretion to decide in which Major Country to commercially exploit the Product.) In any event, BIOCHEM shall have the right to take into consideration commercial and business
factors when making any determination concerning whether to file for Regulatory Approval or to Launch any Product in a country of the Territory, how to market any Product in a country of the Territory
and whether to continue to market any Product in a country of the Territory, and in making such determinations shall act in accordance with its reasonable business practices and judgment in such
regard. For example, it would be commercially reasonable,

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notwithstanding the language ofSection 5.1.2(b), not to file for Regulatory Approval in Japan where a Product is suited to Western markets but
not suited to Japan.

5.1.3In the event that CYTOVIA shall allege that BIOCHEM is failing to use commercially reasonable efforts in a Major
Country as provided inSection 5.1.2above, CYTOVIA shall notify BIOCHEM in writing. BIOCHEM shall thereafter have a period of six
(6) months in which to remedy the deficiency claimed by CYTOVIA or if such deficiency cannot be remedied within six (6) months, to commence and continue good faith efforts to remedy such
deficiency and remedy such deficiency within a reasonable period thereafter. If following such period, CYTOVIA claims that such deficiency has not been remedied, then CYTOVIA may submit such matter to
arbitration pursuant toSection 15.5for a determination of whether BIOCHEM is using commercially reasonable efforts provided herein. In the
event that the arbitrators determine that BIOCHEM is not using such commercially reasonable efforts in a Major Country, then the arbitrators shall require each party to submit a development and/or
marketing plan to remedy such deficiency in such Major Country and the arbitrators shall choose which of the two (2) plans is most reasonable and BIOCHEM shall implement such plan. This Section
 5.1.3shall not apply in the event that a discontinued Product has been returned to CYTOVIA pursuant to Section 6.11.

ARTICLE 6    LICENSE PAYMENTS, CLINICAL TRIAL AND  REGULATORY APPROVAL MILESTONES; ROYALTIES AND REPORTS

6.1    License Payments.BIOCHEM shall make the following payments to CYTOVIA in consideration of the exclusive license
granted under this Agreement:



6.2    Clinical Trial, Regulatory Approval and Commercialization Milestone Payments.BIOCHEM shall make payments to
CYTOVIA in U.S. dollars as set forth within the table below within thirty (30) days after the achievement of each of the respective clinical trial, regulatory approval, and commercialization
milestones,provided that, (i) only two (2) sets of milestones shall ever be payable notwithstanding the
total number of Products developed or indications pursued or approved (which sets of milestones depend on the order in which Products shall be developed and approved and could be for either
(a) a first and a second oncology Product, (b) a first oncology Product and a non-oncology indication for the same Product, or (c) a first oncology Product and a
second non-oncology Product); (ii) in the event that a Product shall be discontinued after any milestone shall have been paid, such milestone shall be credited against the milestone
due for any Product subsequently pursued; and (iii) each milestone under each of the columns, labeled (A), (B) and (C), in the table below shall be due once only. In the event that a
subsequent milestone shall be triggered where a prior milestone has not been triggered (for example, Phase III trials shall be initiated without prior initiation of Phase II trials), then both
milestones shall be payable upon the happening of the subsequent milestone.

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|Milestone                                                   |  | (A) First Product for Oncology related Indication |  | (B) Non-Oncology Indication for Product already approved or being developed for an Oncology related Indication |  | (C) Second Oncology Product for new Non-Oncology Product
|----------------------------------------------------------- |  | ------------------------------------------------- |  | -------------------------------------------------------------------------------------------------------------- |  | --------------------------------------------------------
|(1) CD Designation                                          |  | $[***] million                                    |  | Not Applicable                                                                                                 |  | Not Applicable                                          
|(2) First dosing of the first human subject                 |  | $[***] million                                    |  | Not Applicable                                                                                                 |  | Not Applicable                                          
|(3) Initiation of Phase II Clinical Trials                  |  | $[***] million                                    |  | $[***] million                                                                                                 |  | $[***] million                                          
|(4) Initiation of Phase III Clinical Trials                 |  | $[***] million                                    |  | $[***] million                                                                                                 |  | $[***] million                                          
|(5) First NDA filing for a Product in any Major Country     |  | $[***] million                                    |  | $[***] million                                                                                                 |  | $[***] million                                          
|(6) First commercial sale of a Product in any Major Country |  | $[***] million                                    |  | $[***] million                                                                                                 |  | $[***] million                                          
|Total                                                       |  | $[***] million                                    |  | $[***] million                                                                                                 |  | $[***] million                                          

With
respect to milestones (5) and (6) above only, in the event that the Product shall not be covered by a Valid Patent Claim in one or more selected Major Countries as provided in Exhibit D("Selected Major Countries") at the time that such milestone(s) shall be triggered, or if such a Valid Patent Claim is predicated only
upon a pending patent application which does not mature into an issued patent within five (5) years of filing (or five (5) years of first publication in those countries where the
relevant governmental agency publishes such applications), then the milestone(s) shall be reduced, or refunded to BIOCHEM (or in lieu of such refund, BIOCHEM may set off such amounts against any
payments owed by BIOCHEM to CYTOVIA) as provided inExhibit D. In the event that a Valid Patent Claim covering the Product shall subsequently
issue in a Selected Major Country where the milestone had previously been paid at a reduced level, or a refund had been made by CYTOVIA, then BIOCHEM shall pay to CYTOVIA the amount of the reduction
in the milestone for the country in question, or the refund, together with interest on such amount from the date when the milestone was first paid at a reduced level or the date of the refund, at the
prime or other equivalent rate of Citibank for the last day of each calendar quarter, or the highest interest rate under applicable law, whichever is lower, until the date of payment by BIOCHEM.

6.3    Royalties.In all countries of the Territory in which CYTOVIA holds a Valid Patent Claim that would, but for the
licenses granted by CYTOVIA hereunder, be infringed by the manufacture, use or sale of the Product as commercialized by BIOCHEM (so long as any claim covering manufacture excludes others from selling
the Product as commercialized by BIOCHEM in the country in question), BIOCHEM shall pay to CYTOVIA (subject to the remaining terms and conditions of this Section 6.3) following Launch a
royalty of [***] percent ([***]%) of Net Sales of the Product for
so long as such a Valid Patent Claim shall exist in such country. In all other countries, BIOCHEM shall pay to CYTOVIA a royalty of [***] percent
([***]%) of Net Sales of the Product, for a maximum of [***] years following Launch. In addition, such [***] percent
([***]%) royalty shall also apply with respect to a Product for the remainder of such [***] year period in any country where such a Valid Patent
Claim covering manufacture, use or sale of such Product as commercialized by BIOCHEM has expired prior to such [***] year period.

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6.4    Sublicenses.In the event that BIOCHEM or any of its Affiliates sublicenses to a Third Party its rights under the
licenses granted by CYTOVIA, BIOCHEM shall pay CYTOVIA (i) [***] percent ([***]%) of the Sublicensing Fees, and
(ii) [***] percent ([***]%) of the royalties received from such Sublicensee based on sales of Product by such Sublicensee, in each case after
deducting any royalties or other payments due to Third Parties under bona fide licensing arrangements that are reasonably necessary for the manufacture, use or sale of Products; provided, however,that
in no event shall the amounts payable to CYTOVIA under thisSection 6.5be less than an amount equal to [***] percent ([***]%) or greater than [***] percent ([***]%) of the net
sales of Products by such Sublicensee (where "net sales" shall be calculated in the same manner as Net Sales under this Agreement).

6.5    Payments and Royalty Report.Payments due to CYTOVIA pursuant toSections 6.3 and
6.4shall be paid within forty five (45) days following the end of each calendar quarter in which BIOCHEM or any of its Affiliate makes Net Sales or receives payments
from a sublicensee. All such payments shall be accompanied by a report which sets forth for the preceding calendar quarter the following information:



If
no payments are due to CYTOVIA for any reporting period following Launch, the written report shall so state.

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6.6    Currency of Payment.All payments to be made under this Agreement shall be made in U.S. dollars. Net Sales outside
the United States shall be first determined in the currency in which they are earned and shall then be converted into an amount in U.S. dollars using the noon buying rate as published in the Wall Street Journalfor the last day of the calendar quarter for which such payment is being determined.

6.7    BIOCHEM Accounting Obligations and CYTOVIA Audit Rights.BIOCHEM shall keep accurate records for a period of at
least five (5) years (or such longer period as may correspond to BIOCHEM's internal records retention policy) for each reporting period during the term of this Agreement and in which sales of
Products occur showing sales of Products in sufficient detail to enable the reports provided underSection 6.5to be verified. CYTOVIA shall have
the right, for a period of three (3) years after receiving any report or statement with respect to Net Sales to appoint an independent certified public accountant to inspect the relevant
records of BIOCHEM to verify such report or statement. BIOCHEM shall make its records available for inspection by such independent certified public accountant during regular business hours at such
place or places where such records are customarily kept, upon reasonable notice, solely to verify the accuracy of the reports and payments. Such inspection right shall not be exercised more than once
in any calendar year. Any examination by an independent accounting firm under this Section is to be made at the expense of CYTOVIA, except that if the results of the audit reveal that BIOCHEM has
underpaid CYTOVIA by ten percent (10%) or more in any calendar year, then the audit fees shall be paid by BIOCHEM. Any such discrepancies shall be promptly corrected by payment by BIOCHEM to CYTOVIA.
The accounting firm shall execute a confidentiality agreement reasonably acceptable to BIOCHEM prior to any such audit limiting the information to be provided to CYTOVIA to the numerical summary of
royalties due and paid and prohibiting any disclosure to Third Parties.

6.8    Late Payments.In the event that any payment, including, without limitation, royalty and milestone payments and
payments with respect to Sublicensing Fees, due hereunder is not made when due, the payment shall accrue interest from the date due, which interest shall be computed for such unpaid amounts on the
last day of each calendar quarter (accruing quarterly) at the prime or other equivalent rate of Citibank for the last day of the calendar quarter plus two percent (2%), or the highest interest rate
permissible under applicable law, whichever is lower. The payment of such interest shall not limit
CYTOVIA from exercising any other rights it may have as a consequence of the lateness of any payment.

6.9    Exchange Control.If at any time legal restrictions prevent the prompt remittance of part or all of royalties owed
by BIOCHEM to CYTOVIA hereunder with respect to any country in the world where the Product is sold, payment shall be made through any lawful means or methods that may be available as BIOCHEM shall
reasonably determine.

6.10    Withholding Taxes.BIOCHEM or its Affiliates shall be entitled to deduct from its payments to CYTOVIA the amount
of any withholding taxes required to be withheld by BIOCHEM or its Affiliates to the extent BIOCHEM or its Affiliates pay to the appropriate governmental authority on behalf of CYTOVIA such taxes.
BIOCHEM shall deliver to CYTOVIA, upon CYTOVIA's request, proof of payment of all such taxes and the appropriate documentation which is necessary to obtain a tax credit, to the extent such tax credit
can be obtained. Each Party shall provide assistance to the other Party in seeking any benefits available to such Party with respect to government tax withholdings by any relevant law or double tax
treaty.

6.11    Discontinued Product.In the event that BIOCHEM shall in its discretion, discontinue development of a Product that
has been designated a CD by BIOCHEM, then upon request by CYTOVIA, and provided that such discontinued Product is not similar to or otherwise competitive with a Product still under development by
BIOCHEM, the Parties shall negotiate in good faith terms for the return of rights in such Product to CYTOVIA, which shall include (i) provision to CYTOVIA of data relating to such Product
developed by BIOCHEM; (ii) payment by CYTOVIA to BIOCHEM of an upfront amount equal to fifty percent (50%) of all milestone payments made prior to discontinuation of the Product in question;
and (iii) payment by CYTOVIA to BIOCHEM of a royalty on Net Sales of

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the discontinued Product equal to [***] percent [***] in the event that the Product is discontinued after the start of Phase I Clinical Trials but
before the start of Phase II Clinical Trials, [***] percent [***] if the Product is discontinued after the start of Phase II Clinical Trials but prior
to the start of Phase III Clinical Trials and [***] percent [***] if the Product is discontinued after the start of Phase III Clinical Trials. The terms
of such an agreement between BIOCHEM and CYTOVIA shall be based on the applicable provisions of this Agreement to the extent applicable. No further milestone or royalty payments shall be due under
such agreement with respect to a discontinued Product returned to CYTOVIA, notwithstanding BIOCHEM's intellectual property rights with respect to such Product.

ARTICLE 7    REPRESENTATIONS AND WARRANTIES

7.1    CYTOVIA's Representations and Warranties.CYTOVIA hereby represents and warrants the following to BIOCHEM:



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7.2    BIOCHEM's Representations and Warranties.BIOCHEM hereby represents and warrants the following to CYTOVIA:



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ARTICLE 8    INDEMNIFICATION

8.1    Indemnification.Each Party (the "Indemnifying Party") agrees to indemnify and hold forever harmless the other
Party and its Affiliates and each of their agents, directors, officers and employees from and against any loss, damage, action, proceeding, cost, expense or liability (including reasonable attorneys'
fees) (collectively, "Loss") arising from or in connection with: (a) the breach or inaccuracy of any representations or warranties made by the Indemnifying Party in this Agreement;
(b) Third Party product liability claims related to the development, manufacture, packaging, labeling, handling, storage, transportation, use, distribution, promotion, marketing and sale of any
product by the Indemnifying Party or any of its Affiliates or any of their distributors, sublicensees or agents.

8.2    Procedure.The indemnities set forth in thisArticle 8are
subject to the condition that the Party seeking indemnity shall forthwith notify the Indemnifying Party on being notified or otherwise made aware of a suit, action or claim and that the Indemnifying
Party defend and control any proceedings with the other Party being permitted to participate at its own expense (unless there shall be a conflict of interest which would prevent representation by
joint counsel, in which event the Indemnifying Party shall pay for the other Party's counsel);provided thatthe Indemnifying Party may not settle the
suit or otherwise consent to any judgment in such suit without the written consent of the Indemnified Party (such consent not to be unreasonably withheld). The Parties shall cooperate in the defense
of any Third Party claim.

8.3    Payment.Without in any way limiting CYTOVIA's indemnification obligations pursuant to Article 8or any other remedies BIOCHEM
may have, if CYTOVIA shall not fully compensate BIOCHEM as required pursuant to its indemnification
obligations pursuant to thisArticle 8, until such

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time as CYTOVIA shall do so, BIOCHEM shall have the right to credit the remaining balance owed to BIOCHEM against the royalties and other payments payable to CYTOVIA under this Agreement, and if this
Agreement terminates or expires prior to CYTOVIA fully compensating BIOCHEM or CYTOVIA is no longer receiving royalties or other payments under this Agreement, such remaining balances owed to BIOCHEM
pursuant to thisArticle 8shall continue to be due and payable in full. Without in any way limiting CYTOVIA's indemnification obligations
pursuant to thisArticle 8or any other remedies BIOCHEM may have, if CYTOVIA shall not fully compensate BIOCHEM as required pursuant to its
indemnification obligations pursuant to thisArticle 8, CYTOVIA shall pay BIOCHEM interest to be computed for such unpaid amount on the last day
of each calendar quarter (accruing quarterly) at the prime or other equivalent rate of Citibank for the last day of the calendar quarter plus two percent (2%), or the highest interest rate permissible
under applicable law, whichever is lower.

8.4    Disclaimer Concerning Technology.Except as expressly provided in Article 7of this Agreement, THE TECHNOLOGY AND INTELLECTUAL
PROPERTY RIGHTS PROVIDED BY EACH PARTY HEREUNDER ARE PROVIDED "AS IS," AND EACH
PARTY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF DESIGN, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR ARISING
FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICES, IN ALL CASES WITH RESPECT THERETO. Except as expressly provided in Article 7, each Party disclaims any implied warranty as to the
noninfringement of the intellectual property rights of third parties. Without limiting the generality of the foregoing, each Party expressly does not warrant (i) the success of any study or
test commenced under the Research Program or (ii) the safety or usefulness for any purpose of the technology it provides hereunder. None of the foregoing shall limit each Party's obligations to
indemnify pursuant to Section 8.1.

8.5    DISCLAIMER.EXCEPT AS PROVIDED INSECTION 8.1, NEITHER PARTY SHALL
BE LIABLE TO THE OTHER UNDER THIS AGREEMENT FOR ANY SPECIAL, CONSEQUENTIAL OR INCIDENTAL DAMAGES, INCLUDING ANY LOSS OF PROFITS OR LOSS OF ANY BUSINESS OPPORTUNITY.

ARTICLE 9    NON-DISCLOSURE; PRESS RELEASES AND PUBLICATIONS

9.1    Nondisclosure.



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9.2    Press Releases and Public Announcements.It is understood that either party may, subject to the terms and
conditions of this Section, issue a press release announcing the execution of this Agreement as well as subsequent press releases relating to the Agreement or activities thereunder. The Parties agree
to consult with each other reasonably and in good faith with respect to the text and timing of such press releases prior to the issuance thereof. Neither Party may issue a press release relating to
this Agreement or its execution without the prior written consent of the other Party, provided that a Party may not unreasonably withhold consent to such releases. Either Party may issue such press
releases (after providing three weeks advance written notice as to text and timing of such release) as it determines, based on advice of counsel, are reasonably necessary to comply with laws or
regulations or for appropriate market disclosure. In addition, following the initial press release announcing this Agreement, either Party shall be free to disclose, without the other Party's prior
written consent, the existence of this Agreement, the identity of the other Party and those terms of the Agreement which have already been publicly disclosed in accordance herewith. BIOCHEM
acknowledges and agrees that all references to CYTOVIA and its Affiliates in any press release or other public announcement will refer to Maxim Pharmaceuticals, Inc., CYTOVIA's parent.

9.3    Termination.The Parties agree that if this Agreement is terminated, neither Party shall disclose to any Third
Party any reason for not proceeding without the express written consent of the other Party,
and the Parties shall agree on statements for public disclosure, such agreement not to be unreasonably withheld or delayed.

9.4    Publications.CYTOVIA shall not make any publications or presentations relating to the Products or the Research
Program without BIOCHEM's prior written consent, provided that CYTOVIA shall not be prevented from disclosing in presentations or publications after the Effective Date, information relating to the
Products disclosed on a non-confidential basis in presentations or publications prior to the Effective Date (which information CYTOVIA represents and warrants did not contain any Product
structures).

ARTICLE 10    TRADEMARKS

10.1    BIOCHEM Trademarks.BIOCHEM shall have the right to select and shall own all trademarks, service marks, designs
and trade dress used by BIOCHEM or its Affiliates or their distributors or sublicensees in connection with the Products in each country of the Territory.

ARTICLE 11    OWNERSHIP AND RIGHTS; PATENT PROSECUTION AND MAINTENANCE

11.1    Invention Ownership and Rights.



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ARTICLE 12    INFRINGEMENT OF THIRD PARTY PATENTS; ENFORCEMENT

12.1    Enforcement of CYTOVIA Patent Rights and Joint Patent Rights.



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12.2    Third Party Royalties or Other Payments; Reduction in Royalties.



ARTICLE 13    TERMINATION

13.1    Early Termination.



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ARTICLE 14    EXPIRATION; EFFECT OF TERMINATION

14.1    Expiration.Upon expiration of this Agreement (either in its entirety or with respect to any country), BIOCHEM
shall continue to have the right, itself and/or through or with its Affiliates or any of their designees, to develop, have developed, make, have made, use, distribute, offer for sale, import, export
and sell Products in such country or countries with respect to which this Agreement has expired and shall have a fully paid-up, non-exclusive, irrevocable license in such
countries under the rights licensed to BIOCHEM pursuant toArticle 2. The rights of the parties under Section 11.1.2shall also
survive expiration.

14.2    Effect of Termination.Except as otherwise expressly set forth in this Agreement, upon the termination of this
Agreement in its entirety, all rights, licenses, properties and interests granted by each Party to the other Party shall immediately revert to and become fully vested in it and the other Party shall
return to it all documents and any Confidential Information supplied to it or its Affiliates by the other Party. Notwithstanding the foregoing, (i) BIOCHEM's licenses pursuant to Article 2under any Dominated Patent Rights and related CYTOVIA Know-How shall survive termination but shall be
non-exclusive and fully paid up (without implying any license under any other CYTOVIA Patent Rights); (ii) the rights of the Parties under Section 11.1.2shall survive termination.

14.3    Survivability.Expiration or termination of this Agreement shall not affect each Party's obligations to pay any
amount accruing to the other Party under the provisions of this Agreement while it was in effect. Further, the expiration or termination of this Agreement shall not affect any rights and obligations
of the Parties under this Agreement which are intended by the Parties to survive such termination. Without limiting the generality of the foregoing, the following provisions of this Agreement shall
survive expiration or termination hereof: Articles 8, 9, 11, 14 and 15.

14.4    No Damages on Termination.Neither Party shall be entitled to any compensation whatsoever as a result of
termination of this Agreement, but without limiting either Party's damages for any breach of this Agreement.

ARTICLE 15    MISCELLANEOUS

15.1    Force Majeure.If either Party is prevented from complying, either totally or in part, with any of the terms or
provisions of this Agreement, by reason of force majeure, including, but not limited

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to fire, flood, earthquake, explosion, storm, strike, lockout or other labor trouble, riot, war, rebellion, accident, acts of God and/or any other cause or externally induced casualty beyond its
reasonable control, whether similar to the foregoing matters or not, then, upon written notice by the Party liable to perform to the other Party, the requirements of this Agreement or such of its
provisions as may be affected, and to the extent so affected, shall be suspended during the period of such disability.

15.2    No Assignment.Neither Party shall, without the prior written consent (not to be unreasonably withheld) of the
other Party having been obtained, assign or transfer this Agreement to any Person, provided, however, that each Party may assign or transfer this Agreement to any successor by merger or sale of stock
of such Party or its business unit to which this Agreement relates, or upon a sale of all or substantially all of such Party's assets, without the prior written consent of the other Party hereto
(provided that, in the event of any such merger or stock or asset sale, no intellectual property rights of a Third Party involved in such transaction will be included in the technology licensed
hereunder). Notwithstanding the foregoing, either Party shall be permitted to perform this Agreement, in whole or in part, through an Affiliate of such Party or assign this Agreement, in whole or in
part, to an Affiliate of such Party, so long as the assigning Party shall remain liable for performance by such Affiliate. This Agreement shall be binding upon and shall inure to the benefit of the
Parties and their successors and permitted assigns.

15.3    Notices.Any notices required or permitted to be given hereunder shall be in writing in the English language and
shall be delivered in person or by DHL, Federal Express (or other courier service requiring signature upon receipt) or sent by air mail, postage prepaid, or facsimile (confirmed by a telephone
conversation with the recipient) to the addresses set forth below. The Parties may change the address at which notice is to be given by giving notice to the other Party as herein provided. All notices
shall be deemed effective upon receipt by the Party to whom it is addressed.

If
to CTOVIA:
Cytovia, Inc.
6650 Nancy Ridge Drive
San Diego, California 92121
Attention: Chief Executive Officer
Fax: (858) 860-2300
Phone: (858) 860-0500

If
To BIOCHEM:
Biochem Pharma Inc.
275 Armand-Frappier Boulevard
Laval, Quebec, Canada H7V 4A7
Attention: V.P., Legal Affairs
Fax: (450) 978-7739
Phone: (450) 978-7768

15.4    Governing Law.This Agreement and its execution, validity and interpretation shall be governed in all respects in
accordance with the laws of the State of New York, the United States of America, other than its conflict of law rules except for Section 5-1401 of the New York General Obligations
Law. The Parties expressly exclude any application of the United Nations Convention on Contract for the Sale of Goods to this Agreement.

15.5    Dispute Resolution.



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15.6    Interpretation.This Agreement is executed in the English language. This Agreement shall be deemed to comprise the
language mutually chosen by the Parties, has been prepared jointly and no rule of strict construction shall be applied against either Party. In this Agreement, the singular shall include the plural
andvice versaand the word "including" shall be deemed to be followed by the phrase "without limitation".Les parties
reconnaissent leur volonté expresse que la présente convention ainsi que tous les documents et conventions qui s'y rattachent directment ou indirectment soient
rédigés en langue anglaise.

15.7    Severability.In the event that any provision of this Agreement shall be held to be unenforceable, invalid or in
contravention of applicable law, such provision shall be of no effect, and the Parties shall negotiate in good faith to replace such provision with a provision which effects to the extent possible the
original intent of such provision.

15.8    Complete Agreement.This Agreement together with all Exhibits hereto, supersedes all prior understandings,
agreements, representations and warranties between the Parties, oral or written with respect to the present subject matter, and comprises the complete agreement between the Parties with respect to the
present subject matter.

15.9    Modifications.No terms or provisions of this Agreement shall be varied or modified by any prior or subsequent
statement, conduct or act of either of the Parties, except that the Parties may amend this Agreement by written instruments specifically referring to this Agreement and executed by a duly authorized
officer of each of the Parties.

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15.10    No Agency.Neither Party shall by virtue of this Agreement have any power to bind the other to any obligation nor
shall this Agreement create any relationship of agency, partnership or joint venture or any fiduciary relationship.

15.11    No Waiver.No term or condition of this Agreement shall be considered waived unless reduced to writing and duly
executed by a duly authorized officer of the waiving Party. Any waiver by any Party of a breach of any term or condition of this Agreement will not be considered as a waiver of any subsequent breach
of this Agreement, of that term or condition or any other term or condition hereof.

15.12    License Survival During Bankruptcy.All rights and licenses granted under or pursuant to this Agreement are, and
shall otherwise be deemed to be, for purposes of Paragraph 365(n) of the U.S. Bankruptcy Code, licenses of rights to "intellectual property" as defined under Paragraph 101(35A) of the
U.S. Bankruptcy Code. The Parties agree that BIOCHEM, as a licensee of such rights under this Agreement, shall 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 CYTOVIA, including under the U.S. Bankruptcy Code, BIOCHEM shall be entitled to a
complete duplicate of (or complete access to, as appropriate) any such intellectual property and all embodiments of such intellectual property, including the CYTOVIA Know-How, and the
same, if not already in BIOCHEM's possession, shall be promptly delivered to BIOCHEM upon any such commencement of a bankruptcy proceeding upon written request therefor by BIOCHEM.

15.13    Counterparts.The Agreement may be executed simultaneously in one or more counterparts, each one of which need
not contain the signature of more than one Party but such counterparts taken together shall constitute one and the same agreement.

* * * * * *

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first above written.

|CYTOVIA, INC.                  |  | BIOCHEM PHARMA INC.       
|------------------------------ |  | --------------------------
|By: /s/ Larry G. Stambaugh     |  | By: /s/ [illegible]       
|                               |  |                           
|Title: Chief Executive Officer |  | Title: President and COO  
|                               |  |                           
|Date: July 10, 2000            |  | Date: July 10, 2000       
|                               |  |                           
|                               |  | By: /s/ [illegible]       
|                               |  |                           
|                               |  | Title: Ex VP Contract Dvt.
|                               |  |                           
|                               |  | Date: July 10, 2000       
|                               |  |                           

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Exhibit A

PRODUCTS

The "Product" as defined inArticle 1.27means any
member of the class of [***] analogs and derivatives set forth below:

A
compound of Formula 1:

[***]

In
addition, the "Product" as defined inArticle 1.27shall also mean any further member of the broader class of
[***] analogs and derivatives as described in any claim of U.S. application no. [***] as filed that shall be included in the Research Program pursuant
to this Agreement.

Exhibit
A-1

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EXISTING CYTOVIA PATENT RIGHTS

CYTOVIA Patent Rights as they exist as of the Effective Date are the following provisional patent applications:

[***]

Exhibit
B-1

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WORK PLAN

BIOCHEM/CYTOVIA COLLABORATION
PROPOSED ACTIVITIES AND RESOURCES

Year 1

CYTOVIA

BIOCHEM[***]

[***][***][***]

[***]


Exhibit C-1

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CYTOVIA

BIOCHEM[***]

[***]


Exhibit C-2

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Year 2

CYTOVIA

BIOCHEM[***]

[***][***]

[***][***]

[***][***]

[***]


Exhibit C-3

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MILESTONE REDUCTION

Solely with respect to the milestones numbered (5) and (6) inSection 6.2, in the event
that the manufacture, use or sale of the Product as developed by BIOCHEM shall not be covered by a Valid Patent Claim in one or more Selected Major Countries as provided below at the time that such
milestone(s) shall be triggered (with any such Valid Patent Claim covering manufacture excluding others from selling the Product as developed by BIOCHEM), then the amount of the applicable
milestone payment owed to CYTOVIA shall re reduced by the sum of the applicable percentage(s) in the following table:

Selected Major Country in which no Valid Patent Claim covers manufacture, use or sale of Product:

Percentage by which
applicable milestone shall
be reducedUnited States

[***]France

[***]Germany

[***]United Kingdom

[***]Maximum Aggregate Milestone Reduction

[***]


Notwithstanding
any provisions to the contrary, milestone payments shall be due only at the reduced level (as indicated in the table above) if a pending patent application containing
such a Valid Patent Claim covering the manufacture, use or sale of the Product as developed by BIOCHEM does not mature into an issued patent within five (5) years of first publication of such
patent application by the relevant governmental agency, or, in those countries which do not publish applications, within five (5) years of filing such application. Any payments made by BIOCHEM
to CYTOVIA upon triggering of milestones for Product as developed by BIOCHEM covered by a Valid Patent Claim during the pendency of a patent application shall be refunded (or in lieu of such refund,
BIOCHEM may, subject to the terms discussed below, set off such amount against any payments owed by BIOCHEM or CYTOVIA) by CYTOVIA so as to bring the net amount of payments made by CYTOVIA down to the
reduced level (in the same manner as indicated for milestones triggered in the absence of a Valid Patent Claim) set forth in the table above in the event of failure of such patent claim to issue
during such time period. In lieu of such refund, either CYTOVIA or BIOCHEM may opt to deduct amounts so owed by CYTOVIA from other payments, including royalty or milestone payments, owed by BIOCHEM to
CYTOVIA, provided that the amount owed shall accrue interest from the date due, and thus the set off shall also include such interest. The interest on amounts owed by CYTOVIA and the resultant amount
to be setoff pursuant to this Section shall be computed for such unpaid amount

Exhibit
D-1

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on
the last day of each calendar quarter (accruing quarterly) at the prime or other equivalent rate of Citibank for the last day of the calendar quarter, or the highest interest rate permissible under
applicable law, whichever is lower.

For
purposes of clarification, BIOCHEM shall be entitled to milestone reduction(s) in Selected Major Country(ies) in which, at the time of occurrence of the applicable milestone no
Valid Patent Claim covers the manufacture, use or sale of the applicable Product as developed by BIOCHEM (with any such Valid Patent Claim covering manufacture excluding others from selling the
Product as developed by BIOCHEM) or where a milestone is paid, but no patent issues within the five (5) year period discussed in the previous paragraph. For example, if upon the first NDA
filing for a Product as developed by BIOCHEM in any Major Country, the manufacture, use or sale of such Product is covered by at least one such Valid Patent Claim in France and the United Kingdom but
by no Valid Patent Claim in Germany or the United States, then the milestone payment due to CYTOVIA shall be reduced by [***]% (which represents the sum of the United States
milestone reduction ([***]%) and the Germany milestone reduction ([***]%). In no event shall any milestone payment be reduced by more than
[***]% in the aggregate. If a Valid Patent Claim covering the manufacture, use or sale of the Product as developed by BIOCHEM subsequently issues in the United States (with any
such Valid Patent Claim covering manufacture excluding others from selling the Product as developed by BIOCHEM), BIOCHEM would pay the amount of [***]% of the milestone as
provided herein. If a Valid Patent Claim covering the manufacture, use of sale of the Product no longer existed in the United Kingdom as a result of the expiration of the five (5) year period,
the amount of [***]% would be refunded or set off as provided herein.

Exhibit
D-2

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DISCLOSURES

The original compound which led to the CYTOVIA Patent Rights was identified under a collaboration between CYTOVIA and AURORA and is subject to the terms of the
Collaboration Agreement between CYTOVIA and AURORA dated July 16, 1998 (the "AURORA Agreement"), a copy of which was furnished to BIOCHEM on
April 3, 2000.

Under
the terms of the AURORA Agreement, CYTOVIA is obligated to pay milestone payments to AURORA as Products are developed, and to pay to AURORA a royalty of
[***]% of the Net Sales of such Products.

Exhibit
E-1

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