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                                                                  EXHIBIT 10.5.3

                           EXCLUSIVE LICENSE AGREEMENT

                                     Between

                    President and Fellows of Harvard College

                                       And

                                  NanoSys, Inc.

                             Re: Harvard Case #1935

         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

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         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 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 and
         such other components are 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 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

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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, and (v) 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 [*** Redacted] 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 [*** Redacted] or [*** Redacted] 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
         paragraph 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.


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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
         application that has not been abandoned or finally rejected without the
         possibility of

*** 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.

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         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, #1678, #1641, #1489, #1352,
         #1243, #1137, #1816, #1685, #1935, #2058.

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
         Hongkun Park, Jeffrey J. Urban, Qian Gu, Charles Lieber, and Wan S.
         Yun of their entire right, title and interest in the United States
         Provisional Application, 60/306,936, filed July 20, 2001, a PCT
         International Patent Application, filed July 22, 2002 and the foreign
         and US patent applications corresponding thereto, and in the inventions
         described and claimed therein.

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.

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.


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                                   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(d), 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 Section 3.2(b).

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)      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)      LICENSEE shall use commercially reasonable efforts to effect
                  introduction into the commercial market at least one falling
                  within the definition of LICENSED PRODUCT or otherwise
                  embodying the subject matter described or claimed in PATENT
                  RIGHTS within six and one half (6.5) 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.


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         (d)      At any time after six and one half (6.5) 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. 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 four (4) 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


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                  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, any applications
                  which LICENSEE fails to develop according to the research and
                  development plan, as potentially amended according to
                  Paragraph 5.2, immediately becomes 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.

         (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 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] ($[*** Redacted]) dollars upon execution of
         this Agreement, which shall be payable as follows: [*** Redacted]
         ($[*** Redacted]) dollars payable within thirty days of this Agreement
         becoming effective, and another

*** 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.

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         [*** Redacted] ($[*** Redacted]) dollars at the first anniversary 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 twenty
                                    thousand (20,000) fully vested shares, at a
                                    price per share of $0.12 per share and an
                                    aggregate value of $2,400.00 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.

         (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.

*** 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.


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         (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.

         (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.

*** 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.

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         (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, 2003            $[*** Redacted]
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 year 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 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, requiring written approval by HARVARD, which shall
         not unreasonably be denied, under which LICENSEE intends to bring the
         subject matter of PATENT RIGHTS into commercial use. Such a plan shall

*** 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>

         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) month 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 [***
         Redacted] 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 or 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;

                  (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

*** 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.

                                                                              12

<PAGE>

                  (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
                  11.1(b), and may include in its usual reports the annual
                  amounts of royalties paid.

         (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 thirty (30) 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.


                                                                              13

<PAGE>

                                   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 maintenance of PATENT RIGHTS. Thereafter,
         LICENSEE shall reimburse HARVARD for all such future expenses within
         thirty (30) 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

                                                                              14

<PAGE>

         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 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.


                                                                              15


<PAGE>

         (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 royalties shall be
         treated as NET SALES and LICENSEE shall pay an earned royalty of [***
         Redacted]% to HARVARD.

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 (180) 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 (180)
         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 commencing such action or settling such

*** 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>

         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 non-payment (including the payment of interest in
                  accordance with Section 5.4(e)) within forty-five (45) 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 (45) 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 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


                                                                              17

<PAGE>

                  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 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.


                                                                              18

<PAGE>


                                    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.

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


                                                                              19

<PAGE>

         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.

         (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,

                                                                              20

<PAGE>

                  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 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).

*** 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>
         (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 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,


                                                                              22

<PAGE>

         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.

         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

                                                                              23

<PAGE>

         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.

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



                                                                              24

<PAGE>

         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/ LAWRENCE A. BOCK
           -----------------                           --------------------
        Joyce Brinton, Director                            Signature
Office for Technology and Trademark Licensing
                                                         LAWRENCE A. BOCK
                                                         ----------------
                                                              Name

                                                         PRESIDENT & CEO
                9/23/02                                  ---------------
                -------                                      Title
                 Date
                                                            10/2/02
                                                            -------
                                                              Date
                                                                              25

<PAGE>

                                   APPENDIX A

The following comprise PATENT RIGHTS:

US Provisional Application 60/306,936, filed 7/20/01, a PCT application
claiming priority to 60/306,936, filed 7/22/01, Harvard Case #1935.


                                                                              26

<PAGE>

                                   APPENDIX B

<TABLE>
<CAPTION>
CASE        LEAD INVENTOR      REPORT DATE             TITLE                         AGENCY              GRANT NUMBERS
----        -------------      -----------             -----                         ------              -------------
<S>        <C>                 <C>           <C>                           <C>                          <C>
1935        Lieber, Charles       12/07/01    Nanowire Based memory and     Office of Naval Research     N00014-01-1-0651
                                             Switching Elements

1935        Lieber, Charles       12/07/01    Nanowire Based memory and     Office of Naval Research     N00014-00-1-0476
                                             Switching Elements

[*** Redacted]
</TABLE>


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