<PAGE>

                                                                  EXHIBIT 10.5.4

                           EXCLUSIVE LICENSE AGREEMENT

                                     Between

                    President and Fellows of Harvard College

                                       And

                                  NanoSys, Inc

                             Re: Harvard Case #2058

         In consideration of the mutual promises and covenants set forth below,
         the parties hereto agree as follows:

                                    ARTICLE I
                                   DEFINITIONS

         As used in this Agreement, the following terms shall have the following
         meanings:

1.1      ACADEMIC RESEARCH PURPOSES: use of PATENT RIGHTS solely for academic
         non-commercial research or other not-for-profit scholarly purposes,
         which use is undertaken at a non-profit or governmental institution.
         ACADEMIC RESEARCH PURPOSES does not include selling products covered by
         PATENT RIGHTS or using PATENT RIGHTS in researching, developing,
         producing or manufacturing products for sale, or performance of
         services for a fee or other financial consideration. It is understood
         that using the PATENT RIGHTS to conduct normal research activities at
         non-profit or governmental institution is within the defined term of
         ACADEMIC RESEARCH PURPOSES.

1.2      AFFILIATE: any entity which controls, is controlled by, or is under
         common control with a party. An entity shall be regarded as in control
         of another entity for purposes of this definition if it owns or
         controls at least fifty percent (50%) of the shares entitled to vote in
         the election of directors (or in the case of an entity that is not a
         corporation, for the election of the corresponding managing authority).
         Unless otherwise specified, the term LICENSEE includes AFFILIATES.

1.3      FIELD: All fields of use.

1.4      HARVARD: President and Fellows of Harvard College, a nonprofit
         Massachusetts educational corporation having offices at the Office for
         Technology and Trademark


<PAGE>

         Licensing, Holyoke Center, Suite 727, 1350 Massachusetts Avenue,
         Cambridge, Massachusetts 02138.

1.5      LICENSED PROCESSES: methods, processes or procedures covered by at
         least one VALID CLAIM included within the PATENT RIGHTS.

1.6      LICENSED PRODUCTS: products covered by at least one VALID CLAIM
         included within the PATENT RIGHTS or products made in accordance with
         LICENSED PROCESSES.

1.7      LICENSEE: Nanosys, Inc., a corporation organized under the laws of
         Delaware having its principal offices at 2625 Hanover Street, Palo
         Alto, CA 94304

1.8      NET SALES: the amounts actually received for sales, leases, or other
         dispositions of LICENSED PRODUCTS to non-AFFILIATE third parties, less:

         (a) customary [*** Redacted];

         (b) amounts [*** Redacted] by reason of [*** Redacted];

         (c) to the extent separately as stated on purchase orders, invoices, or
             other documents of  sale: (i) [*** Redacted] levied on the
             production, sale, transportation, delivery, importation,
             exportation, or use of LICENSED PRODUCTS; (ii) charges for [***
             Redacted] provided by third parties, including any [*** Redacted]
             thereon.

         NET SALES also includes the fair market value of any non-cash
         consideration received for the sale, lease or other disposition of
         LICENSED PRODUCTS to non-AFFILIATE third parties; provided NET SALES
         shall not include any [*** Redacted], payments in consideration for the
         [*** Redacted] to the intellectual property of LICENSEE or third
         parties, including the [*** Redacted] hereunder, bona fide [***
         Redacted] made in good faith and any payments for [*** Redacted].

         In the event that a LICENSED PRODUCT is sold or leased as a combination
         product containing the LICENSED PRODUCT and one or more other
         components, NET SALES shall be calculated by multiplying the gross
         amount invoiced for the sale of the combination product by the fraction
         [*** Redacted] where A is the [*** Redacted] price of the LICENSED
         PRODUCT sold separately by LICENSEE, and B is the [*** Redacted] of
         such other components of the combination products sold separately by
         LICENSEE during the relevant royalty payment period.  In the event a
         substantial number of such separate sales were not made during the
         relevant royalty period, then NET SALES shall be reasonably allocated
         by LICENSEE between such LICENSED PRODUCT and such other components of
         the combination based on their relative importance or value; provided
         that such LICENSED PRODUCT and such other components shall not be
         considered a "combination product" unless such LICENSED PRODUCT is
         offered for sale or marketed by LICENSEE separately as well as
         together. If LICENSEE does so allocate, LICENSEE shall promptly deliver
         to HARVARD a written report providing a detailed explanation of how
         LICENSEE determined said relative importance or value. All such reports
         shall be deemed Confidential Information of LICENSEE subject to Section
         11.1. In the event that HARVARD disagrees with the determination made
         by LICENSEE of said allocation of importance or value, HARVARD shall so
         notify LICENSEE in writing, and a representative of LICENSEE and a
         representative of HARVARD shall meet in order to discuss and resolve
         such disagreement. If such disagreement cannot be resolved within sixty
         (60) days, such disagreement shall be subject to resolution in
         accordance with Section 11.10.

*** Confidential treatment requested pursuant to a request for confidential
treatment filed with the Securities and Exchange Commission. Omitted portions
have been filed separately with the Commission.



                                                                               2

<PAGE>

1.9      PATENT RIGHTS: PATENT RIGHTS shall include (i) the applications and
         patents as listed in Appendix A of this Agreement, (ii) any foreign
         counterparts to such patents and patent applications, (iii) the
         inventions described and claimed in the foregoing, (iv) any divisions-
         or continuations of the foregoing, (v) applications from which the
         patents and applications listed in Appendix A claim priority, and which
         have been abandoned, and (vi) specific claims of any
         continuations-in-part of the foregoing to the extent the specific
         claims are directed to subject matter described in the foregoing in a
         manner sufficient to support such specific claims under 35 U.S.C. and
         to the extent Licensable by HARVARD; claims in said
         continuations-in-part covering minor improvements over the claims of
         parent patent applications may, at HARVARD'S discretion, be included in
         PATENT RIGHTS by amendment of this Agreement for no increase in the
         royalties of Article IV, (vi) all patents issuing on any of the
         foregoing, and (vii) registrations, renewals, reissues, reexaminations,
         extensions or patents of addition of any kind with respect to any of
         such patents. For purposes of this Agreement "Licensable" shall mean
         those claims of continuations-in-part filed after the Effective Date
         for which HARVARD has sole ownership (or has been granted the sole
         right to license by a co-owner) and where there are no obligations to
         grant licenses to a third party as the result of research support
         provided to one or more of the inventors.

1.10     SERVICE INCOME: the financial consideration actually received for the
         utilization of LICENSED PRODUCTS or LICENSED PROCESSES by LICENSEE
         which is contracted for by a non-AFFILIATE third party, less the
         deductions stated in Sections 1.8(a), (b) and (c); provided, however,
         that such amounts shall only be included in SERVICE INCOME if LICENSEE
         does not [*** Redacted] with respect to the PATENT RIGHTS licensed in
         this Agreement on the NET SALE of such LICENSED PRODUCTS or the NET
         SALE of LICENSED PRODUCTS made in accordance with such use of the
         LICENSED PROCESSES. SERVICE INCOME shall specifically exclude any [***
         Redacted] payments in consideration for the [*** Redacted] of the
         LICENSEE or third parties, including the sublicensing of rights
         hereunder, [*** Redacted] made in good faith and any [*** Redacted].

         In the event that any service contemplated hereunder includes any
         services other than the utilization of a [*** Redacted] or [***
         Redacted] LICENSEE shall in good faith determine the portion of the
         payments received for such service that are intended as consideration
         for the utilization of LICENSED PRODUCTS or LICENSED PROCESSES by
         LICENSEE, and such portion shall be used to determine the SERVICE
         INCOME for such service. In such event, LICENSEE shall promptly deliver
         to HARVARD a written report detailing such calculation, together with a
         copy of the applicable provisions of the agreements related to such
         service.  All such reports and provisions of agreements shall be deemed
         Confidential Information of LICENSEE subject to Section 11.1.  In the
         event that HARVARD disagrees with the determination made by LICENSEE of
         SERVICE INCOME for such service, HARVARD shall so notify LICENSEE in
         writing, and a representative of LICENSEE  and a representative of
         HARVARD shall meet in order to discuss and resolve such disagreement.
         If such disagreement cannot be resolved within sixty (60) days, such
         disagreement shall be subject to resolution in accordance with
         Section 11.10.


*** Confidential treatment requested pursuant to a request for confidential
treatment filed with the Securities and Exchange Commission. Omitted portions
have been filed separately with the Commission.


                                                                               3

<PAGE>

1.11     SUBLICENSE INCOME: the amount paid to LICENSEE by a third party (other
         than an AFFILIATE of LICENSEE for the granting of a sublicense under
         section 3.1, including but not limited to (i) [*** Redacted] (ii) [***
         Redacted] (iii) [*** Redacted] and (vi) the [*** Redacted] in cash of
         any non-cash consideration for such sublicense, but specifically
         excluding any [*** Redacted] payments in consideration for the [***
         Redacted], [*** Redacted] and any payments for products purchased or
         services performed. It is understood and agreed that sublicense income
         received by LICENSEE shall be net of withholding taxes.

         If LICENSEE sublicenses [*** Redacted] to a third party and at the same
         time also grants such third party rights to [*** Redacted] or
         LICENSEE's in licensed non-HARVARD technologies, then all compensation
         received from the third party for such rights shall be combined and
         [*** Redacted] that would constitute SUBLICENSE INCOME  under Section
         1.11 and shall promptly deliver to HARVARD a written report detailing
         such calculation, together with a copy of the applicable provisions of
         the agreements with the third party.  All such reports and provisions
         of agreements shall be deemed Confidential Information of LICENSEE
         subject to Section 11.1.  In the event that HARVARD disagrees with the
         determination made by LICENSEE of SUBLICENSE INCOME, HARVARD shall so
         notify LICENSEE in writing, and a representative of LICENSEE and a
         representative of HARVARD shall meet in order to discuss and resolve
         such disagreement. If such disagreement cannot be resolved within sixty
         (60) days, such disagreement shall be subject to resolution in
         accordance with Section 11.10.


1.12     TERRITORY: Worldwide.

1.13     VALID CLAIM: either (i) a claim of an issued patent that has not
         expired or been held unenforceable or invalid by an agency or a court
         of competent jurisdiction, and which has not been admitted to be
         invalid or unenforceable through reissue, disclaimer or otherwise;
         provided, however, that if the holding of such court or agency is later
         reversed by a court or agency with overriding authority, the claim
         shall be reinstated as a Valid Claim with respect to Net Sales made
         after the date of such reversal, or (ii) a claim of a pending patent


*** Confidential treatment requested pursuant to a request for confidential
treatment filed with the Securities and Exchange Commission. Omitted portions
have been filed separately with the Commission.


                                                                               4

<PAGE>


         application that has not been abandoned or finally rejected without the
         possibility of appeal or re-filing and that has been pending for less
         than seven (7) years from its priority date, and is being actively
         prosecuted in good faith.

1.14     The terms "Public Law 96-517" and "Public Law 98-620" include all
         amendments to those statutes.

1.15     The terms "sold" and "sell" include, without limitation, leases and
         other dispositions and similar transactions.

1.16     RELATED LICENSE AGREEMENTS: Other patent license agreements between
         LICENSEE and HARVARD licensing patent rights known internally at
         HARVARD as Case #1852, #1765, #1923, #1924, #1988, #1678, #1641, #1489,
         #1352, #1243, #1137, #1816, #1685, #1935, #2058 to LICENSEE.

1.17     DEVELOPMENT PAYMENTS: DEVELOPMENT PAYMENTS shall mean (a) any payments,
         in consideration for, or to support, research and/or development
         efforts by LICENSEE to develop inventions claimed in PATENT RIGHTS and
         (b) any reimbursement of LICENSEE'S patent expenses concerning PATENT
         RIGHTS.

                                   ARTICLE II
                                    RECITALS

2.1      HARVARD is owner (or HARVARD will be owner) by assignment from
         Charles Lieber, Mark S. Gudiksen, Lincoln J. Lauhon, Jianfeng Wang,
         Xiangfeng Duan, Yi Cui, Yu Huang, Hongkun Park, Qingqiao Wei, Wenjie
         Liang, Deli Wang, and Zhaohui Zhong of HARVARD and the University of
         Southhampton of their entire right, title and interest in the United
         States Patent Application Serial Number 10/152,490, filed May 21, 2002,
         and 10/196,337 filed July 16th, 2002, and corresponding International
         Patent Application Serial No. PCT/US 0216133, filed May 21, 2002, all
         entitled "Nanoscale Wires and Related Devices", and the foreign patent
         applications corresponding thereto, and in the inventions described and
         claimed therein. The University of Southhampton was an owner by
         assignment from David C. Smith, and has assigned its interest to
         HARVARD, a copy of said assignment is attached in Appendix C.

2.2      HARVARD has the authority to issue licenses under PATENT RIGHTS.

2.3      HARVARD is committed to the policy that ideas or creative works
         produced at HARVARD should be used for the greatest possible public
         benefit, and believes that every reasonable incentive should be
         provided for the prompt introduction of such ideas into public use, all
         in a manner consistent with the public interest.

2.4      LICENSEE intends to use commercially reasonable efforts to develop the
         invention(s), and to bring to market at least one product falling
         within the definition of LICENSED PRODUCT or otherwise embodying the
         subject matter described or claimed in the patent rights licensed under
         such agreements.




                                                                               5
<PAGE>

2.5      LICENSEE is desirous of obtaining an exclusive license in the TERRITORY
         in order to practice the above-referenced invention covered by PATENT
         RIGHTS in the United States and in certain foreign countries, and to
         manufacture, use and sell in the commercial market the products made in
         accordance therewith, and HARVARD is desirous of granting such a
         license to LICENSEE in accordance with the terms of this Agreement.

                                   ARTICLE III
                                 GRANT OF RIGHTS

3.1      HARVARD hereby grants to LICENSEE and LICENSEE accepts, subject to the
         terms and conditions hereof, an exclusive license (except as set forth
         in Sections 3.2(a) and 3.2(b)) under PATENT RIGHTS in the TERRITORY and
         in the FIELD (i) to make and have made, to use and have used, to sell
         and have sold, to offer for sale, import, export, or otherwise
         distribute the LICENSED PRODUCTS, (ii) to practice the LICENSED
         PROCESSES, and (iii) to otherwise fully exploit the PATENT RIGHTS, and
         (iv) to have the foregoing performed on behalf of LICENSEE by a third
         party, in each case for the life of the PATENT RIGHTS. The foregoing
         license under PATENT RIGHTS shall include the full right to grant
         sublicenses, and LICENSEE shall promptly provide copies of any
         sublicenses of PATENT RIGHTS to HARVARD for its review. Unless HARVARD
         has rendered the license under PATENT RIGHTS non-exclusive under
         Section 3.2(c), and with the exception of rights already granted to
         Nantero, Inc., under HARVARD Case #1641, as provided in Section
         3.2(b)(ii), below, HARVARD agrees that it will not grant licenses under
         PATENT RIGHTS to others nor make, use, sell, offer for sale, import or
         otherwise exploit PATENT RIGHTS itself except as required by HARVARD'S
         obligations in Section 3.2(a) or as permitted in Sections 3.2(b)(i) and
         3.2(f).

3.2      The granting and exercise of this license is subject to the following
         conditions:

         (a)      HARVARD'S "Statement of Policy in Regard to Inventions,
                  Patents and Copyrights," dated August 10, 1998, Public Law
                  96-517 and Public Law 98-620, and HARVARD'S obligations under
                  prior or current agreements with other sponsors of research
                  and, with regard to continuations-in-part contained in the
                  PATENT RIGHTS, any future agreements with other sponsors of
                  research related to such continuations-in-part. Any right
                  granted in this Agreement greater than that permitted under
                  Public Law 96-517, or Public Law 98-620, shall be subject to
                  modification to the extent required to conform to the
                  provisions of those statutes.

         (b)      (i) HARVARD reserves the right to make and use, and grant to
                  other non-profit or governmental institutions non-exclusive
                  licenses to make and use, in each case solely for ACADEMIC
                  RESEARCH PURPOSES the subject matter described and claimed in
                  PATENT RIGHTS. HARVARD shall promptly notify LICENSEE of any
                  rights granted to any third party (other than the U.S.
                  government) under Sections 3.2(a) and (b).

         (c)      (ii) LICENSEE expressly recognizes that Nantero, Inc.
                  ("NANTERO") currently has a limited license under PATENT
                  RIGHTS, to the extent PATENT RIGHTS are included in NANTERO'S
                  co-exclusive license under the patent rights comprising





                                                                               6

<PAGE>

                 HARVARD case #1641 (but not to practice any technology
                 of PATENT RIGHTS that is not within the technology of HARVARD
                 case #1641).

         (d)     LICENSEE shall use commercially reasonable efforts to effect
                 introduction into the commercial market at least one product
                 falling within the definition of LICENSED PRODUCT or otherwise
                 embodying the subject matter described or claimed in PATENT
                 RIGHTS within seven and one half (7.5) years of the effective
                 date of this Agreement; thereafter, until the expiration of
                 this Agreement, LICENSEE shall use commercially reasonable
                 efforts to endeavor to keep any such product reasonably
                 available to the public so long as it shall be a sound and
                 reasonable commercial practice to do so.

                 At any time after seven and one half (7.5) years from the
                 effective date of this Agreement, HARVARD may render this
                 license non-exclusive if LICENSEE has not, either by itself or
                 through a sublicensee:

                   (i)    introduced into commercial use at least one product
                          falling within the definition of LICENSED PRODUCT or
                          made by a LICENSED PROCESS; and

                   (ii)   used commercially reasonable efforts to put the
                          licensed subject matter into commercial use as broadly
                          as commercially reasonable in one or more of the
                          countries hereby licensed, directly or through a
                          sublicense, as described in LICENSEE'S development
                          plan required by Paragraph 5.1 (b);and

                   (iii)  used commercially reasonable efforts to keep products
                          falling within the definition of LICENSED PRODUCT or
                          otherwise embodying the subject matter described or
                          claimed in PATENT RIGHTS reasonably available to the
                          public so long as it shall be a sound and reasonable
                          commercial practice to do so; and

                   (iv)   engaged in research, development, manufacturing,
                          marketing or sublicensing activity that is
                          commercially reasonably appropriate to achieving
                          Section 3.2(d)(ii) or 3.2(d)(iii).

         (e)     In all sublicenses granted by LICENSEE hereunder, LICENSEE
                 shall include a requirement that the sublicensee use
                 commercially reasonable efforts to put the subject matter of
                 the sublicense into commercial use, provided that such
                 sublicensee is authorized to develop and sell to the public a
                 new product covered by PATENT RIGHTS on its own behalf.
                 LICENSEE shall further provide that such sublicenses are
                 subject and subordinate to the terms and conditions of this
                 Agreement, except for the rate of royalty on NET SALES paid by
                 such sublicensee to the LICENSEE. Copies of all sublicense
                 agreements hereunder shall be provided promptly to HARVARD.
                 Such copies of sublicense agreements may be provided to
                 HARVARD in redacted form, provided that such copies contain
                 all relevant terms necessary for HARVARD to monitor LICENSEE'S
                 compliance with the terms of this Agreement.





                                                                               7

<PAGE>

                  Unredacted copies of said sublicense agreements shall be made
                  available for review by HARVARD or its representatives at
                  LICENSEE'S Medford, MA facility, or whichever facility is
                  closest to HARVARD, within one week, of HARVARD'S request. All
                  sublicense agreements of LICENSEE provided to HARVARD shall be
                  deemed Confidential Information of LICENSEE subject to Section
                  11.1.

         (f)      At any time five (5) years after the effective date of this
                  Agreement, if LICENSEE is unable or unwilling to grant
                  sublicenses, either as suggested by HARVARD or by a potential
                  sublicensee or otherwise, then HARVARD may directly license
                  such potential sublicensee, but only if: (i) LICENSEE is not
                  currently pursuing development of LICENSED PRODUCTS for the
                  same application, or an application that is reasonably
                  competitive with the application as contemplated by the
                  potential sublicensee, as demonstrated by annual progress
                  reports from LICENSEE required by Paragraph 5.2, or the
                  research and development plan required by Paragraph 5.1(b) of
                  this agreement or within a one-year period LICENSEE makes a
                  commitment to do so , said commitment being satisfied by a
                  written research and development plan, acceptable to HARVARD
                  and said acceptance given within the one-year period, said
                  acceptance not to be unreasonably denied. (if, in subsequent
                  reports by LICENSEE to HARVARD as required under Section 5.2,
                  LICENSEE fails to develop any applications according to the
                  research and development plan, as potentially amended
                  according to Section 5.2, such applications become subject to
                  this Paragraph); (ii) the granting of such a license by
                  HARVARD to the potential sublicensee will increase the
                  availability of useful products to the public, and (iii)
                  HARVARD notifies LICENSEE of its intention to grant such
                  license and permits LICENSEE a reasonable period to negotiate
                  a sublicense on its own, said reasonable period, unless
                  otherwise agreed to by the Parties, shall be no less than 6
                  months, nor greater than 12 months.

         (g)      To the extent required by law, until this license is rendered
                  non-exclusive in the United States under Section 3.2 (d),
                  LICENSEE shall cause any LICENSED PRODUCT produced for sale in
                  the United States to be manufactured substantially in the
                  United States.

         (h)      HARVARD recognizes that LICENSEE'S success in meeting the
                  obligations set forth in this paragraph may be enhanced by
                  consultation with the inventor(s) of the PATENT RIGHTS.
                  Accordingly, Harvard will use reasonable efforts to make such
                  inventors reasonably available to LICENSEE for such
                  consultation.

3.3      All rights reserved to the United States Government and others under
         Public Law 96-517, and Public Law 98-620, shall remain and shall in no
         way be affected by this Agreement.

3.4      HARVARD shall promptly notify LICENSEE when any new patent or patent
         application arises from (i) research conducted in the laboratory of Dr.
         Lieber or Dr. Park, or (ii) improvements made by HARVARD under the
         direction of Dr. Lieber or Dr. Park on the subject matter described in
         PATENT RIGHTS. If LICENSEE so requests and the intellectual property is
         available for licensing, HARVARD will evaluate in good faith LICENSEE'S
         proposal along with proposals received from any third parties. Any
         decision to grant a license to LICENSEE shall be subject to approval by
         HARVARD'S Committee





                                                                               8


<PAGE>

         on Patents and Copyrights. In the event LICENSEE and HARVARD cannot
         agree on terms for a license to any new intellectual property which is
         dominated by PATENT RIGHTS, HARVARD shall not offer any third party
         terms more favorable, in toto, than the terms offered to LICENSEE.

                                   ARTICLE IV
                                    ROYALTIES

4.1      LICENSEE shall owe to HARVARD a non-refundable license royalty fee in
         the sum of [*** Redacted] ($[*** Redacted]) dollars upon execution of
         this Agreement, which shall be payable within thirty days of this
         Agreement becoming effective.

4.2      As consideration for the rights granted hereunder, LICENSEE shall pay
         to HARVARD a non-refundable fee in the form of stock of LICENSEE as
         follows:

                    (i)    LICENSEE shall issue to HARVARD and HARVARD shall
                           purchase ten thousand (10,000) fully vested shares,
                           at a price per share of $0.19 per share and an
                           aggregate value of $1,900.00 of LICENSEE'S common
                           stock upon execution of this Agreement, provided,
                           however, that HARVARD shall be subject to and enter
                           into (1) appropriate agreements and related documents
                           as required of other stockholders of LICENSEE,
                           including without limitation a Common Stock Purchase
                           Agreement, and (2) a Voting Agreement by and among
                           the LICENSEE, HARVARD and certain other holders of
                           common stock of LICENSEE dated as of even date
                           hereof.

                    (ii)   HARVARD'S ownership rights to Shares shall not be
                           affected should the license pursuant to this
                           Agreement be terminated by LICENSEE or HARVARD.

4.3      (a) LICENSEE shall pay to HARVARD during the term of this Agreement a
         royalty on NET SALES by LICENSEE according to the following schedule:

           (i)    [*** Redacted]% of NET SALES by LICENSEE in [*** Redacted]
                  applications;

           (ii)   [*** Redacted]% of NET SALES by LICENSEE in [*** Redacted]
                  applications; or

           (iii)  [*** Redacted]% of NET SALES by LICENSEE in [*** Redacted]
                  excluding [*** Redacted] applications and [*** Redacted]
                  applications.

         In the event, any NET SALES by LICENSEE reasonably falls within more
         than one of categories (i) to (iii) above, LICENSEE shall pay to
         HARVARD the lowest applicable royalty set forth in such categories.



*** Confidential treatment requested pursuant to a request for confidential
treatment filed with the Securities and Exchange Commission. Omitted portions
have been filed separately with the Commission.


                                                                               9

<PAGE>


         (b)      For each LICENSED PRODUCT sold by LICENSEE, LICENSEE may
                  credit up to [*** Redacted] of royalties that LICENSEE is
                  paying to third parties (or HARVARD under agreements not
                  included within section 4.3(c)) on LICENSEE'S sales of that
                  LICENSED PRODUCT, provided that the royalty paid to HARVARD
                  shall not be reduced below [*** Redacted] percent ([***
                  Redacted]%) of the NET SALES of that LICENSED PRODUCT for
                  which such third party royalties are being paid. LICENSEE may
                  only offset royalties owed under license agreements to third
                  parties where said license agreements provide for similar
                  offsets of comparable scale of third party royalties. Any such
                  offsets must be specifically and thoroughly reported in the
                  royalty reports required by Paragraph 5.4.

         (c)      In the event that sales of a LICENSED PRODUCT are subject to
                  the payment of royalties under one or more of the RELATED
                  LICENSE AGREEMENTS or any license agreements with HARVARD with
                  the same effective date as this Agreement, then the total
                  royalty payment due HARVARD under all such agreements
                  including this Agreement shall be at most the royalty payment
                  due under this Section 4.3 on such NET SALE, no matter how
                  many license agreements from HARVARD are involved, and
                  notwithstanding the terms of any such agreement. LICENSEE
                  shall notify HARVARD of the identity of each license agreement
                  that includes patent rights covering the product or process,
                  and HARVARD shall distribute the royalties evenly among such
                  agreements, including this Agreement.

         (d)      LICENSEE shall pay HARVARD [*** Redacted] percent ([***
                  Redacted]%) of SUBLICENSE INCOME received by LICENSEE for a
                  sublicense of PATENT RIGHTS. If compensation for such a
                  sublicense of PATENT RIGHTS is bundled with compensation
                  received for the sublicensing of the other HARVARD patents
                  rights or other HARVARD intellectual property licensed to
                  LICENSEE under the RELATED LICENSE AGREEMENTS or any
                  agreements with HARVARD having the same effective date as this
                  Agreement, then LICENSEE shall pay HARVARD at most the royalty
                  payment due under this Section 4.3(d) for such SUBLICENSE
                  INCOME no matter how many license agreements from HARVARD are
                  involved, and notwithstanding the terms of any such license
                  agreements. In such a case, LICENSEE shall notify HARVARD of
                  the identity of each license agreement involved and HARVARD
                  shall distribute the royalties equally among those license
                  agreements, including this Agreement.

         (e)      For provision of services under PATENT RIGHTS, LICENSEE shall
                  pay a royalty of [*** Redacted] percent ([*** Redacted]%) of
                  SERVICE INCOME received by LICENSEE from each and every third
                  party ("Third Party") to whom LICENSEE provides such services.
                  In the event any services from which SERVICE INCOME is derived
                  are subject to the payment of royalties under the RELATED
                  LICENSE AGREEMENTS or any agreement with HARVARD having the
                  same effective date as this Agreement, then the total royalty
                  due under all such agreements, including this Agreement, shall
                  be at most the royalty payment due under this Section 4.3 on
                  such services, no matter how many license agreements from
                  HARVARD are involved, and notwithstanding the terms of any
                  such license agreements. In such event, LICENSEE shall notify
                  HARVARD of the identity of each license agreement involved and
                  HARVARD shall distribute the royalties equally among those
                  license agreements, including this Agreement.


*** Confidential treatment requested pursuant to a request for confidential
treatment filed with the Securities and Exchange Commission. Omitted portions
have been filed separately with the Commission.



                                                                              10

<PAGE>

         (f)      If the license pursuant to this Agreement is converted to a
                  non-exclusive one under Section 3.2(d) and if another
                  non-exclusive license to any of PATENT RIGHTS is granted or
                  otherwise exists for any field or territory, then the royalty
                  rate of this Agreement shall be adjusted so as not to exceed
                  the royalty rate payable by such other non-exclusive licensee
                  under such PATENT RIGHTS in such field or territory, provided
                  that LICENSEE agrees to amend this Agreement to include terms
                  requested by HARVARD that have been accepted by such other
                  non-exclusive licensee.

         (g)      On sales between LICENSEE and its AFFILIATES for resale, the
                  royalty shall be paid on the NET SALES of the AFFILIATE.

         (h)      In the event that more than one VALID CLAIM within PATENT
                  RIGHTS is applicable to any LICENSED PRODUCT subject to
                  royalties under this Section 4.3, then only one royalty shall
                  be paid to HARVARD in respect of such LICENSED PRODUCT. In no
                  event shall more than one royalty be due to HARVARD with
                  respect to any LICENSED PRODUCT unit; nor shall a royalty be
                  payable under this Section 4.3 with respect to sales of
                  LICENSED PRODUCTS for clinical trials nor the use of LICENSED
                  PRODUCTS or LICENSED PROCESSES by LICENSEE for such a purpose
                  whether or not in collaboration with a third party.

         4.4      No later than January 1 of each calendar year after the
                  effective date of this Agreement, LICENSEE shall pay to
                  HARVARD the following non-refundable license maintenance
                  royalty and/or advance on royalties. Such payments may be
                  credited against running royalties due for that calendar year
                  and Royalty Reports shall reflect such a credit. Such payments
                  shall not be credited against milestone payments (if any) nor
                  against royalties due for any subsequent calendar year.

<TABLE>
<S>                           <C>
January 1, 2004               $ [*** Redacted]
January 1, 2005               $ [*** Redacted]
January 1, 2006               $ [*** Redacted]
January 1, 2007               $ [*** Redacted]
January 1, 2008               $ [*** Redacted]
January 1, 2009               $ [*** Redacted]
January 1, 2010               $ [*** Redacted]
each January 1 thereafter     $ [*** Redacted]
</TABLE>

                                    ARTICLE V
                                    REPORTING

5.1      a) In compliance of earlier RELATED LICENSE AGREEMENTS, LICENSEE has
         provided to HARVARD a written research and development plan acceptable
         to LICENSEE'S investors under which LICENSEE intends to bring the
         subject matter of the


*** Confidential treatment requested pursuant to a request for confidential
treatment filed with the Securities and Exchange Commission. Omitted portions
have been filed separately with the Commission.


                                                                              11

<PAGE>

         earlier RELATED LICENSE AGREEMENTS (though not specifically of this
         Agreement) granted earlier into commercial use. Such plan included
         projections of sales and proposed marketing efforts.

         b) LICENSEE agrees to provide, no later than three (3) years after the
         effective date of this Agreement, a written research and development
         plan, under which LICENSEE intends to bring the subject matter of
         PATENT RIGHTS into commercial use. Such research and development plan
         shall be subject to the written approval or disapproval of HARVARD,
         which written approval shall not be unreasonably withheld. Failure to
         provide written disapproval within 60 days of receipt of such research
         and development plan shall constitute HARVARD'S approval in accordance
         with this section. Such a plan shall include a description of each
         LICENSED PRODUCT to be developed, a developmental timeline showing the
         technical, regulatory, business and marketing steps (benchmarks) needed
         to bring the LICENSED PRODUCT into commercial use and the resources in
         funds and personnel that LICENSEE will bring to bear for the successful
         accomplishment of each such step, and shall include projected sales and
         a proposed marketing effort

5.2      No later than sixty (60) days after June 30 of each calendar year,
         LICENSEE shall provide to HARVARD a written annual Progress Report
         describing progress on the commercialization of PATENT RIGHTS during
         the most recent twelve (12) period ending June 30, the amount of
         LICENSEE'S R&D spending relating to the subject matter described or
         claimed in PATENT RIGHTS during such time, and plans for the
         forthcoming year. If multiple technologies are covered by the license
         granted hereunder, the Progress Report shall provide the information
         set forth above for each technology. If progress differs from that
         anticipated in the plan required under Section 5.1(b), LICENSEE shall
         explain the reasons for the difference and, if appropriate or
         necessary, provide a modified research and development plan for
         HARVARD'S review and approval, such approval not to be unreasonably
         denied. It is understood that LICENSEE may provide one Progress Report
         covering all RELATED LICENSE AGREEMENTS.

5.3      LICENSEE shall report to HARVARD the date of its first NET SALE of a
         LICENSED PRODUCT (or the date of its first use of a LICENSED PROCESS
         from which SERVICE INCOME is derived) in each country within
         thirty (30) days of occurrence. It is understood that LICENSEE shall
         be obligated to report the date of first sale of LICENSED PRODUCTS (or
         the first commercial use of LICENSED PROCESSES) under this Section 5.3
         only once for each country.

5.4      (a) LICENSEE shall submit to HARVARD within sixty (60) days after
         each calendar half year ending June 30 and December 31, a Royalty
         Report setting forth, for the most recent half year that ended on June
         30 and December 31, at least the following information:

                  (i)      the number and identification of LICENSED PRODUCTS
                           sold by LICENSEE and its AFFILIATES that constitute a
                           NET SALE, in each country;




                                                                              12

<PAGE>

                  (ii)     total amounts received for such LICENSED PRODUCTS
                           sold by LICENSEE and its AFFILIATES;

                  (iii)    an accounting for all LICENSED PROCESSES used or sold
                           by LICENSEE and its AFFILIATES;

                  (iv)     deductions applicable to determine the NET SALES
                           thereof;

                  (v)      the amount of SUBLICENSE INCOME received by LICENSEE
                           from each sublicensee, and for each sublicensee the
                           categories of LICENSED PRODUCTS sold and gross sales
                           of each category;

                  (vi)     the amount of SERVICE INCOME received by LICENSEE;
                           and

                  (vii)    the amount of royalty due for such reporting period,
                           or, if no royalties are due to HARVARD for such
                           reporting period, the statement that no royalties are
                           due.

                  Such report shall be certified as correct by an officer of
                  LICENSEE and shall include a listing of all deductions from
                  royalties. It is understood that LICENSEE may submit one
                  Royalty Report covering all RELATED LICENSE AGREEMENTS.
                  However, the Royalty Report shall, for each type of income,
                  provide a detailed listing of the RELATED LICENSE AGREEMENTS
                  that are involved.

         (b)      LICENSEE shall pay to HARVARD with each such Royalty Report
                  the amount of royalty due with respect to such half year.
                  If multiple technologies are covered by the license granted
                  hereunder, LICENSEE shall specify which PATENT RIGHTS are
                  utilized for each category of LICENSED PRODUCTS and/or
                  LICENSED PROCESSES for which royalties are separately reported
                  in the Royalty Report.

         (c)      All payments due hereunder shall be deemed received when funds
                  are credited to HARVARD'S bank account and shall be payable by
                  check or wire transfer in United States dollars. Conversion of
                  foreign currency to U.S. dollars shall be made at the
                  conversion rate existing in the United States (as reported in
                  the New York Times or the Wall Street Journal) on the last
                  working day of each royalty period. No transfer, exchange,
                  collection or other charges shall be deducted from such
                  payments. If legal restrictions block the removal of local
                  currency from any country where a LICENSED PRODUCT is sold,
                  the royalties payable under this Agreement on NET SALES,
                  SERVICE INCOME and SUBLICENSING INCOME earned in such currency
                  in such country shall continue to be reported and accrued,
                  but will not be paid until such currency may be removed from
                  such country.

         (d)      All plans or reports received under Sections 5.1, 5.2, 5.3,
                  5.4 shall be deemed Confidential Information of LICENSEE
                  subject to Section 11.1; provided, however, that HARVARD may
                  disclose such information as required by law under Section
                  1l.l(b), and may include in its usual reports the annual
                  amounts of royalties paid.





                                                                              13

<PAGE>
         (e)      Late payments shall be subject to a charge of one and one-half
                  percent (1.5%) per month, or $250, whichever is greater.

5.5      In the event of acquisition, merger, change of corporate name, or
         change of make-up, organization, or identity, LICENSEE shall notify
         HARVARD in writing within [*** Redacted] days of such event.

5.6      If LICENSEE or any of its sublicensees does not qualify as a "small
         entity" as provided by the United States Patent and Trademark Office,
         LICENSEE must notify HARVARD immediately.

                                   ARTICLE VI
                                 RECORD KEEPING

6.1      LICENSEE shall keep accurate records (together with supporting
         documentation) of LICENSED PRODUCTS made, used or sold under this
         Agreement, sufficient to determine the amount of royalties due to
         HARVARD hereunder. Such records shall be retained for at least
         three (3) years following the end of the reporting period to which
         they relate. They shall be available during normal business hours for
         examination, upon HARVARD'S reasonable request, not more than once in
         any twelve (12) month period and upon at least twenty (20) days
         prior notice, by an independent accountant under a duty of
         confidentiality, selected by HARVARD and reasonably acceptable to
         LICENSEE, for the sole purpose of verifying reports and payments under
         Section 5.4. In conducting examinations pursuant to this Section,
         HARVARD'S accountant shall have access to records materially relevant
         to the calculation of royalties under Article IV.

6.2      HARVARD'S accountant shall only disclose to HARVARD whether the reports
         and payments of royalties hereunder are accurate, and the amount of the
         underreporting or underpayment of royalties by LICENSEE, if any.

6.3      Such examination by HARVARD'S accountant shall be at HARVARD'S expense,
         except that if such examination shows an underreporting or underpayment
         in excess of five percent (5%) for any twelve (12) month period, then
         LICENSEE shall pay the reasonable out-of-pocket cost of such
         examination as well as any additional sum that would have been payable
         to HARVARD had the LICENSEE reported correctly, plus interest on said
         sum at the rate of one and one-half percent (1.5%) per month.

                                   ARTICLE VII
               DOMESTIC AND FOREIGN PATENT FILING AND MAINTENANCE

7.1      Upon execution of this Agreement, LICENSEE shall reimburse HARVARD for
         all reasonable expenses HARVARD has incurred for the preparation,
         filing, prosecution and


*** Confidential treatment requested pursuant to a request for confidential
treatment filed with the Securities and Exchange Commission. Omitted portions
have been filed separately with the Commission.


                                                                              14

<PAGE>

         maintenance of PATENT RIGHTS. Thereafter, LICENSEE shall reimburse
         HARVARD for all such future expenses within [*** Redacted] days of
         receipt of invoices from HARVARD. Late payment of these invoices shall
         be subject to interest charges of one and one-half percent (1.5%) per
         month. HARVARD shall, in its sole discretion, be responsible for the
         preparation, filing, prosecution and maintenance of any and all patent
         applications and patents included in PATENT RIGHTS. HARVARD shall
         consult with LICENSEE as to the preparation, filing, prosecution and
         maintenance of such patent applications and patents and shall furnish
         to LICENSEE copies of documents relevant to any such preparation,
         filing, prosecution or maintenance.

         HARVARD shall be responsible for the preparation, filing, prosecution
         and maintenance of any and all patent applications and patents included
         in PATENT RIGHTS. HARVARD will instruct counsel to directly notify
         HARVARD and LICENSEE and provide them copies of any communications to
         and from the United States and foreign patent offices relating to said
         prosecution, and drafts of all communications to the various patent
         offices, and will instruct counsel to consider any comments on such
         drafts, so that LICENSEE will be informed and apprised of the
         continuing prosecution of patent applications in PATENT RIGHTS.
         LICENSEE shall have reasonable opportunity to participate in decision
         making on key decisions affecting filing, prosecution and maintenance
         of patents and patent applications in PATENT RIGHTS.

7.2      HARVARD and LICENSEE shall cooperate fully in the preparation, filing,
         prosecution and maintenance of PATENT RIGHTS and of all patents and
         patent applications licensed to LICENSEE hereunder, executing all
         papers and instruments or requiring members of HARVARD to execute such
         papers and instruments so as to enable HARVARD to apply for, to
         prosecute and to maintain patent applications and patents in HARVARD'S
         name in any country. Each party shall provide to the other
         prompt notice as to all matters which come to its attention and
         which may affect the preparation, filing, prosecution or maintenance of
         any such patent applications or patents. In particular, LICENSEE must
         immediately notify HARVARD if LICENSEE does not qualify as a "small
         entity" as provided by the United States Patent and Trademark Office.

7.3      LICENSEE may elect to surrender its rights to any patent or patent
         application within PATENT RIGHTS in any country upon sixty (60)
         days written notice to HARVARD. Such notice shall not relieve LICENSEE
         from responsibility to reimburse HARVARD for expenses under Section 7.1
         relating to the filing, prosecution or maintenance of such patent or
         patent application incurred prior to the receipt of the written notice
         by HARVARD (or a longer period if specified in LICENSEE'S notice).

                                  ARTICLE VIII
                                  INFRINGEMENT

8.1      With respect to any PATENT RIGHTS that have not been rendered
         non-exclusive under Section 3.2(d), LICENSEE shall have the right to
         enforce in its own name and at its own expense any patents within such
         PATENT RIGHTS. HARVARD agrees to notify


*** Confidential treatment requested pursuant to a request for confidential
treatment filed with the Securities and Exchange Commission. Omitted portions
have been filed separately with the Commission.


                                                                              15

<PAGE>

         LICENSEE promptly of each infringement of such patents of which HARVARD
         is or becomes aware.

8.2      (a)      If LICENSEE elects to commence an action as described above,
                  HARVARD may, to the extent permitted by law, elect to join as
                  a party in that action. Regardless of whether HARVARD elects
                  to join as a party, HARVARD shall cooperate fully with
                  LICENSEE in connection with any such action, including making
                  available relevant personnel, information, records, papers,
                  samples, specimens and other similar materials for the
                  purposes of such action as reasonably requested by LICENSEE
                  through the Office of Technology and Trademark Licensing at
                  HARVARD.

         (b)      If HARVARD elects to join as a party pursuant to Subsection
                  (a), HARVARD shall jointly control the action with LICENSEE.

         (c)      LICENSEE shall reimburse HARVARD for any out-of-pocket costs
                  HARVARD reasonably incurs, including reasonable attorneys'
                  fees, as part of an action brought by LICENSEE under Section
                  8.1, whether or not HARVARD becomes a co-plaintiff.

8.3      If LICENSEE elects to commence an action as described above and desires
         that HARVARD be responsible for some of its expenses as described
         immediately below, LICENSEE shall explain its strategy to HARVARD in
         any detail requested by HARVARD. If HARVARD approves of said action in
         writing, LICENSEE may deduct from its royalty payments to HARVARD with
         respect to the patent(s) subject to suit an amount not exceeding fifty
         percent (50%) of LICENSEE'S expenses and costs of such action,
         including reasonable attorneys' fees and reimbursement of amounts under
         Section 8.2(c) above; provided, however, that such reduction shall not
         exceed fifty percent (50%) of the total royalty due to HARVARD with
         respect to the patent(s) subject to suit for each calendar year. If
         such fifty percent (50%) of LICENSEE's expenses and costs exceeds the
         amount of royalties deducted by LICENSEE for any calendar year,
         LICENSEE may to that extent reduce the royalties due to HARVARD from
         LICENSEE in succeeding calendar years, but never by more than fifty
         percent (50%) of the total royalty due in any one year with respect to
         the patent(s) subject to suit.

8.4      Neither party may enter into a settlement, consent judgment or other
         voluntary final disposition of any suit under Section 8.1, 8.6, 8.7 and
         8.8 without the prior written consent of the other party, which consent
         shall not be unreasonably withheld.

8.5      Recoveries or reimbursements from actions commenced pursuant to this
         Article shall first be applied to reimburse LICENSEE and HARVARD for
         litigation costs not paid from royalties deducted by LICENSEE pursuant
         to Section 8.3. Any remaining recoveries or reimbursements shall be
         shared as follows: if HARVARD approved of said action(s) as described
         in Paragraph 8.3, 80% to LICENSEE and 20% to HARVARD, if HARVARD did
         not approve of said action(s) then any remaining recoveries shall be
         treated as net sales and LICENSEE shall pay an earned royalty of [***
         Redacted]% to HARVARD.



***  Confidential treatment requested pursuant to a request for confidential
treatment filed with the Securities and Exchange Commission. Omitted portions
have been filed separately with the Commission.



                                                                              16


<PAGE>

8.6      If LICENSEE elects not to exercise its right to enforce the PATENT
         RIGHTS against any infringement pursuant to this Article, HARVARD may
         do so at its own expense, controlling such action and retaining all
         recoveries therefrom. LICENSEE shall cooperate fully with HARVARD in
         connection with any such action.

8.7      Without limiting the generality of Section 8.6, HARVARD may, at its
         election and by notice to LICENSEE, establish a time limit of one-
         hundred and eighty days for LICENSEE to decide whether to enforce the
         PATENT RIGHTS against any infringement of which HARVARD is or becomes
         aware. If, by the end of such one-hundred and eighty day period,
         LICENSEE has not (a) commenced such an action; (b) taken reasonable
         efforts to settle such infringement; or (c) provided HARVARD with a
         written report that provides LICENSEE'S plans to commence such action
         or settle such infringement in the future and the reasons for any
         proposed delay in commensing such action or settling such infringment,
         which report must be approved by HARVARD, which approval will not
         unreasonably be denied or delayed and which approval shall not be
         construed as giving approval for Paragraph 8.3 purposes, HARVARD may
         enforce the PATENT RIGHTS against such an infringement at its own
         expense, controlling such action and retaining all recoveries
         therefrom. Notwithstanding sections 8.6 and 8.7, HARVARD shall not
         bring any action alleging the infringement of PATENT RIGHTS against any
         sublicensee of LICENSEE under PATENT RIGHTS, without the consent of
         LICENSEE.

8.8      If a declaratory judgment action is brought naming LICENSEE as a
         defendant and alleging invalidity of any of the PATENT RIGHTS, if both
         parties agree, HARVARD may take over the sole defense of the action at
         its own expense. LICENSEE shall cooperate fully with HARVARD in
         connection with any such action.

                                   ARTICLE IX
                            TERMINATION OF AGREEMENT

9.1      The effective date of this Agreement shall be the date that both
         parties have signed the Agreement. This Agreement, unless terminated as
         provided herein, shall remain in effect until the last patent or patent
         application in PATENT RIGHTS has expired or been abandoned.

9.2      HARVARD may terminate this Agreement as follows:

         (a)      If LICENSEE does not make a payment due hereunder and fails to
                  cure such nonpayment (including the payment of interest in
                  accordance with Section 5.4(e)) within forty-five days after
                  the date of notice in writing of such non-payment by HARVARD.
                  If LICENSEE disputes the amount of such non-payment in writing
                  within such forty-five day period, HARVARD shall not have the
                  right to terminate this Agreement until it has been determined
                  in an arbitration proceeding under Section 11.10 below that
                  LICENSEE has failed to pay amounts owed hereunder, in which
                  case LICENSEE shall pay HARVARD'S expenses for the




                                                                              17

<PAGE>
                  arbitration, and thereafter Licensee does not cure such
                  failure within sixty (60) days after such determination. This
                  Section 9.2(a) shall not, however, suspend any obligation of
                  LICENSEE to compensate HARVARD for any undisputed amounts, as
                  provided for under any term of this Agreement, during the
                  pendency of the foregoing arbitration and cure period.

         (b)      If LICENSEE defaults in its obligations under Sections 11.2(c)
                  and 11.2(d) to procure and maintain insurance, and fails to
                  cure such breach within sixty (60) days after notice in
                  writing of such breach by HARVARD.

         (c)      If LICENSEE shall make an assignment for the benefit of
                  creditors, or shall have a petition in bankruptcy filed for or
                  against it, provided that such bankruptcy petition is not
                  dismissed within sixty (60) days after its filing. Such
                  termination shall be effective immediately upon HARVARD giving
                  written notice to LICENSEE.

         (d)      If LICENSEE is convicted of a felony within the United States
                  relating to the manufacture, use, or sale of LICENSED
                  PRODUCTS.

         (e)      Except as provided in Subsections (a), (b), (c), (d) above, if
                  LICENSEE materially breaches any obligations under this
                  Agreement and the breach has not been cured within ninety (90)
                  days after the date of notice in writing of such breach by
                  HARVARD. If LICENSEE disputes in writing that it has
                  materially breached this Agreement within such ninety (90) day
                  period, HARVARD shall not have the right to terminate this
                  Agreement until it has been determined in an arbitration
                  proceeding under Section 11.10 below that LICENSEE has
                  materially breached this Agreement, in which case LICENSEE
                  shall pay HARVARD'S expenses for the arbitration, and
                  thereafter Licensee does not cure such breach within sixty
                  (60) days after such determination. This Section 9.2(e) shall
                  not, however, suspend any obligation of LICENSEE to compensate
                  HARVARD for any undisputed amounts, as provided for under any
                  term of this Agreement, during the pendency of the foregoing
                  arbitration and cure period.

9.3      All sublicenses granted by LICENSEE under this Agreement in compliance
         with the terms and conditions hereof shall survive the termination of
         this Agreement upon the request of the party to whom such sublicense is
         granted, provided that such party agrees in writing that (i) it will
         pay all royalties or other amounts that otherwise would have been due
         thereafter under such sublicense directly to HARVARD rather than
         LICENSEE, and (ii) HARVARD shall not be held liable for the breach or
         the performance of any obligations stated in such sublicense unless
         such obligations have been expressly assumed in writing by HARVARD.

9.4      LICENSEE may terminate this Agreement by giving ninety (90) days
         advance written notice of termination to HARVARD. Upon termination,
         LICENSEE shall promptly submit a Royalty Report to HARVARD for the
         final reporting period and any royalty payments incurred during such
         reporting period, and any unreimbursed patent expenses





                                                                              18

<PAGE>

         under Section 7 that have been invoiced by HARVARD, shall become
         immediately payable with such Royalty Report.

9.5      Articles I, VI, IX, X and XI (except for Section 11.7) of this
         Agreement shall survive termination. Article VIII shall survive with
         respect to any infringement of third parties and/or any lawsuits filed
         by or against LICENSEE, prior to the termination of this Agreement. In
         the event this Agreement is terminated for any reason, LICENSEE may,
         within six months after the effective date of such termination, sell
         or otherwise dispose of all LICENSED PRODUCTS that LICENSEE may have on
         hand on the effective date of such termination, and fulfill any
         contracts requiring the use of LICENSED PRODUCTS and/or LICENSED
         PROCESSES that LICENSEE may have entered into prior to the date of such
         termination, subject to LICENSEE'S payment of amounts due to HARVARD
         under Section 4.3 of this Agreement.

                                    ARTICLE X
                         REPRESENTATIONS AND WARRANTIES

10.1     Except for the rights, if any, of the Government of the United States,
         HARVARD represents and warrants that:

         (a)      HARVARD is the owner of the entire right, title and interest
                  in and to the PATENT RIGHTS as they exist on the Effective
                  Date;

         (b)      HARVARD has the right and authority to enter into this
                  Agreement and grant the rights and licenses set forth herein,
                  including without limitation under PATENT RIGHTS;

         (c)      HARVARD has not previously granted, and will not grant in the
                  future, any rights in the PATENT RIGHTS that are inconsistent
                  with the rights and licenses granted to LICENSEE herein;

         (d)      To the best knowledge of HARVARD without having made an
                  investigation, as of the Effective Date, practice of
                  inventions within the PATENT RIGHTS does not infringe any
                  patent rights, trade secrets or other proprietary rights of
                  any third party,

         (e)      To the best knowledge of HARVARD, as of the Effective Date,
                  HARVARD does not own any rights in any other patent or patent
                  application, the claims of which would dominate the claims of
                  a patent or patent application within the PATENT RIGHTS or any
                  practice of PATENT RIGHTS. If HARVARD owns, now or thereafter,
                  any such rights in such patents or patent applications on
                  which Dr. Lieber or Dr. Park is an inventor, HARVARD will
                  negotiate in good faith to the extent it has the legal right
                  to do so with LICENSEE to grant LICENSEE rights to the extent
                  sufficient to practice PATENT RIGHTS, and at commercially
                  reasonable royalties.

         (f)      To the best knowledge of HARVARD, all prior and current
                  agreements between HARVARD and other sponsors of research
                  under which HARVARD has obligations relating to PATENT RIGHTS
                  are listed on Appendix C.

                                                                              19

<PAGE>

10.2     Except as set forth in this Agreement, HARVARD does not warrant the
         validity of the PATENT RIGHTS licensed hereunder and makes no
         representations whatsoever with regard to the scope of the licensed
         PATENT RIGHTS or that such PATENT RIGHTS may be exploited by LICENSEE,
         an AFFILIATE, or sublicensee without infringing other patents.

10.3     EXCEPT FOR THE WARRANTIES STATED IN THIS AGREEMENT, HARVARD EXPRESSLY
         DISCLAIMS ANY AND ALL IMPLIED OR EXPRESS WARRANTIES AND MAKES NO
         EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY
         PARTICULAR PURPOSE OF THE PATENT RIGHTS OR INFORMATION SUPPLIED BY
         HARVARD, LICENSED PROCESSES OR LICENSED PRODUCTS CONTEMPLATED BY THIS
         AGREEMENT.

                                   ARTICLE XI
                                     GENERAL

11.1     (a)      The parties may, from time to time, in connection with this
                  Agreement disclose to each other Confidential Information. Any
                  Confidential Information shall be in writing and marked
                  "confidential" and disclosed only to the Office of Technology
                  and Trademark Licensing. As used in this Agreement,
                  "Confidential Information" of a party shall mean (i) any
                  information disclosed in writing by such party to the other
                  party, which is marked by such party with the legend
                  "CONFIDENTIAL" or other similar legend sufficient to identify
                  the information as its confidential information, (ii) any
                  information disclosed orally by such party to the other party
                  which is identified as confidential at the time of disclosure
                  and is confirmed as confidential in writing within thirty (30)
                  days after such time of disclosure, or (iii) any information
                  deemed Confidential Information under the terms of this
                  Agreement. With respect to categories (i) and (ii) above,
                  "Confidential Information" shall not include any information
                  that is: (1) already known to the receiving party at the time
                  of disclosure hereunder, or (2) now or hereafter becomes
                  publicly known other than through acts or omissions of the
                  receiving party, or (3) is disclosed to the receiving party by
                  a third party under no obligation of confidentiality to the
                  disclosing party or (4) is independently developed by the
                  receiving party without use of the Confidential Information of
                  the disclosing party.

         (b)         Each party shall maintain in confidence, and shall not use
                  for any purpose or disclose to any third party, the
                  Confidential Information of the other party. Notwithstanding
                  the foregoing, the receiving party may use or disclose the
                  Confidential Information of the disclosing party (i) to the
                  extent necessary to exercise its rights or fulfill its
                  obligations and/or duties under this Agreement, and (ii) to
                  comply with applicable law or governmental regulations or
                  court order, provided that the receiving party will give
                  reasonable advance notice to the disclosing party, and will
                  use its reasonable efforts to minimize the disclosure of
                  Confidential Information and to secure confidential treatment
                  of any Confidential Information disclosed.

                                                                              20

<PAGE>

         (c)      The royalty terms of this Agreement shall be deemed
                  "Confidential Information" of both parties. In addition to the
                  permissible disclosures set forth in subsection (b) above,
                  LICENSEE may disclose such terms in confidence to its
                  financial and legal advisors, consultants, potential or actual
                  investors, potential or actual merger or acquisition partners,
                  and others on a need-to-know basis.

11.2     (a)      LICENSEE shall indemnify, defend and hold harmless HARVARD and
                  its current or former and future directors, governing board
                  members, trustees, officers, faculty and employees
                  (collectively, the "INDEMNITEES"), from and against any claim,
                  lawsuit, cause of action , liability, cost, expense, damage,
                  deficiency, loss or obligation of any kind or nature
                  (including, without limitation, reasonable attorney's fees and
                  other costs and expenses of litigation) (collectively,
                  "Claims"), based upon, arising out of, or otherwise relating
                  to: LICENSEE'S or any sublicensee's performance of (or failure
                  to perform) any of its obligations under this Agreement or any
                  sublicense agreement, or the practice by LICENSEE or any
                  sublicensee of any right or license granted under this
                  Agreement or any sublicense agreement, or any product,
                  process, or service made, used or sold pursuant to any right
                  or license granted under this Agreement or any sublicense
                  agreement, including without limitation any Claim relating to
                  product liability (whether based on negligence or other tort,
                  warranty, strict liability, or any other theory), except to
                  the extent such Claims are directly attributable to
                  intentional misconduct of any INDEMNITEES. It shall be a
                  condition of the foregoing obligation that (i) LICENSEE
                  receives prompt notice of any such Claims; (ii) LICENSEE is
                  given the exclusive right to control the defense and
                  settlement of such Claims, provided that LICENSEE shall not
                  settle any such Claim without the prior written consent of
                  HARVARD, which consent shall not be unreasonably withheld; and
                  (iii) LICENSEE shall not be obligated to indemnify any
                  INDEMNITEE in connection with any settlement for any Claim
                  unless LICENSEE consents in writing to such settlement.

         (b)      LICENSEE shall, at its own expense, defend against any actions
                  brought or filed against any INDEMNITEE hereunder with respect
                  to the subject of indemnity contained herein, whether or not
                  such actions are rightfully brought.

         (c)      Beginning at the time any such product, process or service is
                  being commercially distributed or sold (other than for the
                  purpose of obtaining regulatory approvals) by LICENSEE or by a
                  SUBLICENSEE, AFFILIATE or agent of LICENSEE, LICENSEE shall,
                  at its sole cost and expense, procure and maintain commercial
                  general liability insurance in amounts not less than
                  $ [*** Redacted] per incident and $ [*** Redacted] annual
                  aggregate and naming the Indemnitees as additional insureds.
                  During clinical trials of any such product, process or
                  service, LICENSEE shall, at its sole cost and expense, procure
                  and maintain commercial general liability insurance in such
                  equal or lesser amount as HARVARD shall require, naming the
                  Indemnitees as additional insureds. Such commercial general
                  liability insurance shall provide: (i) product liability
                  coverage; and (ii) broad form contractual liability coverage
                  for LICENSEE'S indemnification under this Agreement. If
                  LICENSEE elects to self-insure all or part of the limits
                  described above (including deductibles or retentions



*** Confidential treatment requested pursuant to a request for confidential
treatment filed with the Securities and Exchange Commission. Omitted portions
have been filed separately with the Commission.


                                                                              21

<PAGE>

                  which are in excess of [*** Redacted] annual aggregate) such
                  self-insurance program must be acceptable to HARVARD and the
                  Risk Management Foundation of the Harvard Medical
                  Institutions, Inc. in their sole discretion. The minimum
                  amounts of insurance coverage required shall not be construed
                  to create a limit of LICENSEE'S liability with respect to its
                  indemnification under this Agreement.

         (d)      LICENSEE shall provide HARVARD with written evidence of such
                  insurance upon request of HARVARD. LICENSEE shall provide
                  HARVARD with written notice at least fifteen (15) days prior
                  to the cancellation, non-renewal or material change in such
                  insurance; if LICENSEE does not obtain replacement insurance
                  providing comparable coverage within such fifteen (15) day
                  period, HARVARD shall have the right to terminate this
                  Agreement in accordance with Section 9.2(b).

         (e)      LICENSEE shall maintain such commercial general liability
                  insurance beyond the expiration or termination of this
                  Agreement during: (i) the period that any product, process, or
                  service, relating to, or developed pursuant to, this Agreement
                  is being commercially distributed or sold by LICENSEE or by a
                  sublicensee, AFFILIATE or agent of LICENSEE; and (ii) a
                  reasonable period after the period referred to in Subsection
                  (e)(i) above which in no event shall be less than
                  fifteen (15) years.

11.3     Nothing in this Agreement shall be construed as conferring any right to
         use HARVARD's name or insignia, or any adaptation of them, or the name
         of any of HARVARD's inventors in any advertising, promotional or sales
         literature without the prior written approval of HARVARD, or the
         inventor in the case of the use of the name of an inventor.

11.4     Except as stated in this Section 11.4, without the prior written
         approval of HARVARD in each instance, neither this Agreement nor the
         rights granted hereunder shall be transferred or assigned in whole or
         in part by LICENSEE to any person whether voluntarily or involuntarily,
         by operation of law or otherwise. LICENSEE may transfer or assign this
         Agreement and all rights hereunder, upon notice to HARVARD but without
         its consent, to any entity that succeeds to all or substantially all of
         the business of LICENSEE to which this Agreements pertains, whether by
         merger, operation of law, purchase or sale of all or substantially all
         of LICENSEE's stock or assets or otherwise; provided that such assignee
         or transferee promptly agrees in writing to be bound by the terms and
         conditions of this Agreement. Subject to the foregoing, this Agreement
         shall be binding upon the respective successors, legal representatives
         and assignees of HARVARD and LICENSEE.

11.5     The interpretation and application of the provisions of this Agreement
         shall be governed by the laws of the Commonwealth of Massachusetts.

11.6     LICENSEE shall comply with all applicable laws and regulations. In
         particular, it is understood and acknowledged that the transfer of
         certain commodities and technical data is subject to United States laws
         and regulations controlling the export of such commodities and
         technical data, including all Export Administration Regulations of the
         United States Department of Commerce. These laws and regulations among
         other things, prohibit or require a license for the export of certain
         types of technical data to certain specified



*** Confidential treatment requested pursuant to a request for confidential
treatment filed with the Securities and Exchange Commission. Omitted portions
have been filed separately with the Commission.


                                                                              22

<PAGE>

         countries. LICENSEE hereby agrees and gives written assurance that it
         will comply with all United States laws and regulations controlling the
         export of commodities and technical data, that it will be solely
         responsible for any violation of such by LICENSEE or its AFFILIATES or
         sublicensees, and that it will defend and hold HARVARD harmless in the
         event of any legal action of any nature occasioned by such violation
         with respect to LICENSED PRODUCTS.

11.7     LICENSEE agrees: (i) to obtain all regulatory approvals required for
         the manufacture and sale of LICENSED PRODUCTS and LICENSED PROCESSES;
         and (ii) to mark LICENSED PRODUCTS with the numbers of the applicable
         patents within PATENT RIGHTS, to the extent required by law. LICENSEE
         also agrees to register or record this Agreement as is required by law
         or regulation in any country where the license is in effect, and
         HARVARD shall cooperate fully with LICENSEE in connection with any such
         registration or recordation.

11.8     Any notices to be given hereunder shall be sufficient if signed by the
         party (or party's attorney) giving same and either: (i) delivered in
         person; (ii) mailed certified mail return receipt requested; or (iii)
         faxed to other party if the sender has evidence of successful
         transmission and if the sender promptly sends the original by ordinary
         mail, in any event to the following addresses:

         If to LICENSEE:
           NanoSys, Inc.
           2625 Hanover Street
           Palo Alto, CA 94304
           Attn: Lawrence A. Bock
           Fax: 650-745-1273

         cc:      Wilson, Sonsini, Goodrich & Rosati
                  650 Page Mill Road
                  Palo Alto, California 94304
                  Attn: Michael J. O'Donnell, Esq.
                  Fax: 650/493-6811

         If to HARVARD:
                  Office for Technology and Trademark Licensing
                  Harvard University
                  Holyoke Center, Suite 727
                  1350 Massachusetts Avenue
                  Cambridge, MA 02138
                  Fax: (617) 495-9568

         By such notice either party may change their address for future
         notices.

                                                                              23

<PAGE>

         Notices delivered in person shall be deemed given on the date
         delivered. Notices sent by fax shall be deemed given on the date faxed.
         Notices mailed shall be deemed given on the date postmarked on the
         envelope.

11.9     Should a court of competent jurisdiction later hold any provision of
         this Agreement to be invalid, illegal, or unenforceable, and such
         holding is not reversed on appeal, it shall be considered severed from
         this Agreement. All other provisions, rights and obligations shall
         continue without regard to the severed provision, provided that the
         remaining provisions of this Agreement are in accordance with the
         intention of the parties.

11.10    In the event of any controversy or claim arising out of or relating to
         any provision of this Agreement or the breach thereof, the parties
         shall try to settle such conflict amicably between themselves. Subject
         to the limitation stated in the final sentence of this Section, any
         such conflict which the parties are unable to resolve promptly shall be
         settled through arbitration conducted in accordance with the rules of
         the American Arbitration Association. The demand for arbitration shall
         be filed within a reasonable time after the controversy or claim has
         arisen, and in no event after the date upon which institution of legal
         proceedings based on such controversy or claim would be barred by the
         applicable statute of limitation. Such arbitration shall be held in
         Boston, Massachusetts. The award through arbitration shall be final and
         binding. Either party may enter any such award in a court having
         jurisdiction or may make application to such court for judicial
         acceptance of the award and an order of enforcement, as the case may
         be. Notwithstanding the foregoing, either party may, without recourse
         to arbitration, assert against the other party a third-party claim or
         cross-claim in any action brought by a third party, to which the
         subject matter of this Agreement may be relevant.

11.11    This Agreement constitutes the entire understanding between the parties
         and neither party shall be obligated by any condition or representation
         other than those expressly stated herein or as may be subsequently
         agreed to by the parties hereto in writing.

11.12    Nothing in this Agreement shall be deemed to prevent LICENSEE from
         commercializing products similar to or competitive with a LICENSED
         PRODUCT, so long as LICENSEE complies with its obligations under this
         Agreement.

11.13    The relationship between HARVARD and LICENSEE established by this
         Agreement is that of independent contractors. Nothing in this Agreement
         shall be construed to create any other relationship between HARVARD and
         LICENSEE. Neither party shall have any right, power or authority to
         assume, create or incur any expense, liability or obligation, express
         or implied, on behalf of the other.

11.14    In the event either party hereto is prevented from or delayed in the
         performance of any of its obligations hereunder by reason of acts of
         God, war, strikes, riots, storms, fires or any other cause whatsoever
         beyond the reasonable control of the party, the party so prevented or
         delayed shall be excused from the performance of any such obligation to
         the extent and during the period of such prevention or delay.


                                                                              24

<PAGE>

11.15    NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY OR TO ANY THIRD PARTY
         FOR ANY SPECIAL, CONSEQUENTIAL, EXEMPLARY OR INCIDENTAL DAMAGES
         (INCLUDING LOST OR ANTICIPATED REVENUES OR PROFITS RELATING TO THE
         SAME), ARISING FROM ANY CLAIM RELATING TO THIS AGREEMENT, WHETHER SUCH
         CLAIM IS BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE,
         EVEN IF AN AUTHORIZED REPRESENTATIVE OF SUCH PARTY IS ADVISED OF THE
         POSSIBILITY OR LIKELIHOOD OF SAME. For the avoidance of doubt, the
         parties acknowledge that the foregoing limitation of liability is not
         intended to apply to any of the following damages of HARVARD (and
         accordingly such damages shall be recoverable by HARVARD to the same
         extent they would be in the absence of that limitation): (i) amounts
         owed to HARVARD pursuant to the terms of this Agreement; (ii) amounts
         covered by LICENSEE's indemnity of Section 11.2; (iii) damages for
         infringement or violation of any patent, copyright, trademark, or other
         intellectual property right of HARVARD; and (iv) damages arising from
         the willful misconduct of LICENSEE.

11.16    HARVARD'S AGGREGATE LIABILITY FOR ALL DAMAGES OF ANY KIND RELATING TO
         THIS AGREEMENT OR ITS SUBJECT MATTER (WHETHER SUCH DAMAGES ARE BASED ON
         CONTRACT, TORT, INCLUDING NEGLIGENCE, OR OTHERWISE) SHALL NOT EXCEED
         THE AMOUNT PAID BY LICENSEE TO HARVARD UNDER THIS AGREEMENT.

11.17    This Agreement may be executed in counterparts, each of which shall be
         deemed an original, but both of which together shall constitute one and
         the same instrument.

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
         executed by their duly authorized representatives.

         PRESIDENT AND FELLOWS                                NANOSYS, INC

           OF HARVARD COLLEGE

          /s/  Joyce Brinton                             /s/ Calvin Chow
         ------------------------------------------      -----------------------
         Joyce Brinton, Director                               Signature
         Office for Technology and Trademark Licensing

                                                         Calvin Chow
                                                         -----------------------
                                                                  Name

                  4/15/03                                Chief Operating Officer
         ------------------------------                  -----------------------
                   Date                                          Title

                                                                4-25-03
                                                         -----------------------
                                                                  Date

                                                                              25

<PAGE>

                                   APPENDIX A

The following comprise PATENT RIGHTS:

US Patent Applications 10/152,490, filed 5/20/02 and 10/196,337 filed 7/16/02, a
PCT application, PCT/US02/16133 filed 5/20/02 all entitled Nanoscale Wires and
Related Devices, Harvard Case #2058


                                                                              26

<PAGE>

                                   APPENDIX B

<TABLE>
<CAPTION>
CASE       LEAD INVENTOR                    TITLE                           AGENCY                    GRANT NUMBERS
---------------------------------------------------------------------------------------------------------------------
<S>       <C>               <C>                                       <C>                            <C>
2058      Lieber,Charles    Design and Hierarchical Assembly of       Office of Naval Research       N00014-01-1-0651
                            Nanotube-Based Moletronics
2058      Lieber,Charles    Nanostructured Functional and             Office of Naval Research       N00014-00-1-0476
                            Multifunctional Materials
2058      Lieber,Charles    Carbon Nanotube Molecular Electronics     Office of Naval Research       N00014-99-1-0495
2058      Lieber,Charles    Nanowire Thermoelectrics                  Office of Naval Research       N00014-98-1-0499
2058      Lieber,Charles    Organized Nanorod-Superconductor          Office of Naval Research       N00014-94-1-0302
                            Composites
</TABLE>


                                                                              27

<PAGE>
                                   APPENDIX C

            Exclusive License of Harvard Case 2058 to Nano Sys, Inc.

                                   ASSIGNMENT

         THIS ASSIGNMENT is made effective on 1st day of January, 2003 between:

         (1)      University of Southampton of University Road, Highfield,
Southampton 5017 IBJ, a legal body organised under the laws of England
(hereinafter the "Assignor") and

         (2)      PRESIDENT AND FELLOWS OF HARVARD COLLEGE, a nonprofit
Massachusetts educational corporation having offices at the Office for
Technology and Trademark Licensing, Holyoke Center, Suite 727,1350 Massachusetts
Avenue, Cambridge, Massachusetts 02138 (hereinafter the "Assignee").

         WHEREAS:

         (A)      The Assignor has ownership rights in the invention of U.S.
Patent Application serial number 10/152,490, and corresponding International
Patent Application Serial No. PCT/US02/16133, both entitled "Nanoscale Wires and
Related Devices", both filed May 21, 2002, which carry the internal Assignee
case number designation of 2058 and the internal Assignor case number
designation of 2519 (hereinafter "the Patent Applications"), by virtue of the
contract of employment of David C. Smith with the Assignor; and

         (B)      The Assignor wishes to assign its ownership rights in the
invention including the Patent Applications to the Assignee.

         NOW THIS ASSIGNMENT WITNESSETH:

         In consideration of the sum of one pound sterling and other good and
valuable consideration the receipt of which the Assignor hereby acknowledges the
Assignor
<PAGE>

hereby assigns and conveys unto the Assignee absolutely the invention and the
Patent Applications thereto together with all right, title and interest in and
to said applications and in and to any continuations, divisionals,
continuation-in-part patent applications (to the extent a person under an
obligation to assign patent rights to the Assignee and David C. Smith are both
properly named inventors, based on U.S. patent law) and patents which issue on
said applications including patents of reissue or re-examination, worldwide,
together with all rights of action powers and benefits belonging or accrued to
the same including the right to claim priority under the Paris Convention.

         IN WITNESS WHEREOF the parties have executed and delivered these
presents in the United Kingdom:

EXECUTED by The University of Southampton.

in accordance with its charter of incorporation:

/s/ Dr. Peter Hooper                                    19, Dec. 2002
--------------------                          ----------------------------------
Dr. Peter Hooper                                            Date
Deputy Director, Centre for Enterprise and Innovation

EXECUTED by the PRESIDENT AND FELLOWS OF HARVARD COLLEGE.
in accordance with the laws of its incorporation:

/s/ Joyce Brinton                                          1/6/03
-----------------------                       ----------------------------------
Joyce Brinton                                               Date
Director of the Office for Technology and Trademark Licensing
Harvard University