EXHIBIT
      10.16





License
      Agreement








This
      Agreement is made and entered into between individuals Dr. Waldemar Gottardi,
      Hoher Weg 13, A-6020 Innsbruck, Austria, and Dr. Markus Nagl, Hintermetzentaler
      4, A-6094 Axams, Austria (“LICENSORS”) and Pathogenics, Inc., a Delaware
      Corporation (“LICENSEE”), having offices at 99 Derby Street, Suite 200, Hingham,
      MA 02043.





Whereas,
      LICENSORS are the owners of the entire right, title and interest in the Patents
      and/or Patent Applications described in Exhibit A attached hereto, and the
      Technology described and/or claimed therein; and





Whereas,
      LICENSORS are the owners of joint and several rights, titles and interests
      in
      the Patents and/or Patent Applications described in Exhibit A, and have been
      contractually appointed by all the other owners to dispose of the entire right,
      title and interest in the Patents and/or Patent Applications, and the Technology
      described and/or claimed therein, as described in separate Inventor Revenue
      Sharing Contracts in Exhibit B attached hereto; and





Whereas,
      LICENSEE is desirous of obtaining an exclusive worldwide license in order to
      practice the above referenced Technology covered by said Patent Rights and
      to
      manufacture, have manufactured, use and sell in the commercial market the
      products made in accordance therewith; and





Whereas,
      LICENSORS are desirous of granting such a license to LICENSEE in accordance
      with
      the terms of this Agreement.





Now,
      therefore, in consideration of the foregoing and the mutual agreements contained
      herein, the parties agree as follows:





ARTICLE
      1




DEFINITIONS





1.1  “Patent
      Rights” shall mean (i) the Patents and Patent Applications described in Exhibit
      A attached hereto, the Technology described and/or claimed therein, and any
      substitutions of patents and patent applications, divisions of patents and
      patent applications, continuations of patents and patent applications,
      continuations-in-part of patents and patent applications, patents issuing
      thereon or reissues or re-examinations




-1-


thereof
      and any and all patents and patent applications corresponding thereto; (ii)
      all
      patents and patent applications to the extent assigned to LICENSORS and to
      the
      extent LICENSORS are able, under their obligations to third parties, to grant
      rights to LICENSEE and on which Inventors are a named inventor, the Technology
      described and/or claimed therein and any substitutions, divisions,
      continuations, continuations-in-part, patents issuing thereon or reissues or
      re-examinations thereof, which relate to the design, development and/or
      manufacture of any products incorporating the Technology and any and all patents
      and patent applications corresponding thereto; (iii) all patents and patent
      applications to the extent assigned to LICENSORS and to the extent LICENSORS
      are
      able, under their obligations to third parties, to grant rights to LICENSEE
      and
      on which Inventors are a named inventor, the Technology described and/or claimed
      therein and any substitutions divisions, continuations, continuations-in-part,
      patents issuing thereon or reissues or re-examinations thereof which relate
      to
      any improvements in the Technology and any and all patents and patent
      applications corresponding thereto. The patents and patent applications
      corresponding thereto referred to in (i), (ii) and (iii) above, when filed
      or
      issued, will be automatically incorporated in and added to this Agreement and
      shall periodically be added to Exhibit A attached to this Agreement and made
      a
      part hereof; provided, however, that failure to periodically add such patents
      and/or patent applications thereto shall not be considered to exclude such
      patents and/or patent applications from the meaning of “Patent
      Rights.”





1.2  “Licensed
      Processes” shall mean all technologies, methods, formulas, plans or processes
      and any improvements thereof, relating to or which are covered in whole or
      in
      part by any claim contained in the Patent Rights.





1.3  “Licensed
      Products” shall mean products or components thereof claimed in Patent Rights or
      products or components thereof made in accordance with or by means of any
      Licensed Process.





1.4  “Gross
      Sales” shall mean the amount billed or invoiced on sales of Licensed Products or
      Licensed Processes.


1.5  “Affiliates”
      shall mean any company, corporation, or business of which LICENSEE owns or
      controls at least fifty percent (50%) of the voting stock or which owns or
      controls at least fifty percent (50%) of the voting stock of
      LICENSEE.





1.6  “Field”
      shall mean all potential fields of use of the Patent Rights, the Licensed
      Products, and the Licensed Processes.





1.7  “Sublicensee”
      shall mean an entity which LICENSEE has granted (a) the right to manufacture
      and
      market the Licensed Products, (b) the right to practice the Licensed Processes,
      or (c) the right to sublicense the Licensed Processes to others.





1.8  “Technology”
      shall mean any novel therapeutic use or formulation of N-Chlorotaruine or
      combination thereof and any of its derivatives or analogs.




-2-


1.9  “Sublicense
      Payments” shall mean any payments received by LICENSEE from sublicenses of
      rights granted by LICENSORS to LICENSEE under Section 2.1 of this Agreement,
      as
      consideration for the grant of such sublicenses, including without limitation,
      license fees, milestone payments, license maintenance fees, and royalty payments
      based on sales of Licensed Products or use of Licensed Processes by such
      sublicense, but excluding amounts received by LICENSEE (i) in connection with
      or
      as a result of amounts or payments to fund or reimburse LICENSEE’s research and
      development in connection with the Technology, (ii) in connection with or as
      a
      result of amounts or payments to fund or reimburse LICENSEE’s patent expenses in
      connection with the Technology, or (iii) ) in connection with or as a result
      of
      amounts or payments made as consideration for a sublicensee’s purchase of
      securities of LICENSEE.





ARTICLE
      2





GRANT
      OF
      LICENSE





2.1  LICENSORS
      hereby grant to LICENSEE and LICENSEE accepts, subject to the terms and
      conditions hereof, a worldwide exclusive (event against LICENSORS) license
      in
      the Field, under the Patent Rights, to make and have made, to use and have
      used,
      to sell and have sold, to distribute and have distributed, and to market and
      have marketed the Licensed Products, and to practice the Licensed Processes,
      for
      the life of the Patent Rights. Such license shall include the right to grant
      sublicenses, upon which the LICENSORS are consulted. LICENSORS agree they will
      not assign, encumber, grant a license to and/or permit a lien to exist upon,
      the
      Patent Rights in any territory for any Field to or by any third party and will
      not themselves practice the Patent Rights other than for their own
      non-commercial research purposes. Licensors agree, on behalf of themselves,
      their successors and any other person or entity who or which may claim a right
      in or under the Patent Rights, that any purported transfer or encumbrance of
      rights shall be null and void and of no effect.





2.2  LICENSORS
      hereby grant to LICENSEE the right to extend the licenses granted in paragraph
      2.1 to one or more Affiliates, subject to the terms and conditions
      hereof.





2.3  LICENSORS
      hereby represent and warrant to LICENSEE that LICENSORS are the sole owners
      of
      the Patent Rights as reflected on Exhibit A on the date hereof, no person or
      entity has or will have any rights of any kind with respect to such Patent
      Rights except for the rights of LICENSEE pursuant to this Agreement, and
      accordingly, LICENSORS have full legal right to grant to LICENSEE the license
      provided for herein, and such grant does not and will not violate or conflict
      with the rights of any person or entity.




-3-


ARTICLE
      3





ROYALTIES
      AND FEES





3.1  LICENSEE
      shall pay to LICENSORS jointly and severally, during the term of the license
      of
      paragraph 2.1, a total royalty of four percent (4%) of the Gross Sales of all
      Licensed Products sold by LICENSEE and its Affiliates. LICENSEE shall pay to
      LICENSORS jointly and severally, during the term of the license of paragraph
      2.1, a total of twenty percent (20%) of the Sublicense Payments which LICENSEE
      and its Affiliates receive from Sublicensees for sublicenses of the Licensed
      Products or Licensed Processes. No multiple payments shall be due because the
      sale or sublicense of any Licensed Product or Licensed Process is described
      in
      more than one sentence of this section 3.1. In the event of any such overlap,
      the sentence which most accurately describes the relevant transaction at issue
      shall prevail. On Gross Sales or sublicenses between LICENSEE and its
      Affiliates, royalties shall be payable only on the resale or resublicense by
      such Affiliate. In the event of a use or sale of Licensed Products or Licensed
      Processes solely for clinical testing or research and development purposes
      for
      which LICENSEE receives no revenue, the no royalty shall be due or payable
      to
      LICENSORS.




3.2  As
      further consideration for the license and other rights granted to LICENSEE
      hereunder, (a) LICENSEE shall pay to LICENSORS jointly and severally a one-time
      patent issue fee of One Hundred Thousand Dollars ($100,000) payable in cash
      or
      registered stock of the Licensee upon the first-time issuance of the first
      patent of each patent family for a licensed Product or Licensed Process, [a
      patent family comprises all patents concerning the same invention and
      originating from the sake priority application] (b) LICENSEE shall pay to
      LICENSORS jointly and severally a one-time milestone payment of Two Hundred
      and
      Fifty Thousand Dollars ($250,000) payable in cash or registered stock of the
      LICENSEE upon successful completion of a Phase III clinical trial for each
      licensed Product or Licensed Process, and (c) LICENSEE shall pay to LICENSORS
      jointly and severally a one-time milestone payment of One Million Dollars
      ($1,000,000) payable in cash or registered stock of the Licensee upon receiving
      new drug approval for each Licensed Product or Licensed Process. In the event
      LICENSEE enters into a sublicense with a Third Party or Third Parties under
      Section 2.1 of this Agreement and ceases the manufacture and sale of the
      Licensed Product, then as of the effective date of the sublicense LICENSEE’s
      obligation to pay LICENSORS any royalty or milestone payments under Article
      3
      herein shall terminate and, in lieu thereof, LICENSORS shall be entitled jointly
      and severally to twenty percent (20%) of Sublicense Payments received by
      LICENSEE.




-4-





ARTICLE
      4





REPORTING





4.1  LICENSEE
      shall report to LICENSORS the date of first sale of Licensed Products (or
      results of Licensed Processes) in each country within thirty (30) day of
      occurrence.





4.2  LICENSEE
      shall provide LICENSORS within sixty (60) days after each of the calendar
      half-years ending June 30 and December 31, reports setting forth, for the
      preceding six (6) -month period, the amount of Licensed Products sold by
      LICENSEE and its Affiliates in each country, the Gross Sales thereof, the amount
      of Sublicensee royalties received by LICENSEE and its Affiliates and the amount
      of royalty due to LICENSORS with respect to the foregoing. With each such
      royalty report, LICENSEE shall include the payment of the royalty due. Such
      report shall include a detailed listing of all Gross Sales, sublicensee income,
      or royalties as specified herein. No written report shall be required for any
      reporting period prior to the first royalty payment. Written reports shall
      be
      required for each reporting period after the first royalty payment. All
      royalties due hereunder shall be payable 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 quoted in *The
      Wall Street Journal* ,
      three
      (3) days prior to the date that such royalty payments by LICENSEE was due to
      LICENSOR. Payments which are more than thirty (30) days past due and which
      are
      not the subject of a good faith controversy between the parties hereto shall
      be
      subject to an interest charge of one percent (1%) per month.





4.3  LICENSORS
      agree that at all times, both during the term and after the termination of
      this
      Agreement, they will keep in confidence and trust all information provided
      to it
      hereunder by LICENSEE or provided to them by any third party pursuant to Section
      5.1 hereof (the “Proprietary Information”), and it will not use or disclose any
      Proprietary Information or anything directly relating to such Proprietary
      Information without the written consent of the LICENSEE. LICENSORS acknowledge
      that the Proprietary Information constitutes a unique and valuable asset of
      the
      LICENSEE, which is secret and confidential and which will be communicated to
      LICENSORS in confidence and that any disclosure or other use of the Proprietary
      Information other than for the sole benefit of the LICENSEE would be wrongful
      and would cause irreparable harm to the LICENSEE.





4.4  Upon
      written request of LICENSORS and not more than once in each calendar year,
      LICENSEE shall permit an independent certified public accounting firm selected
      by LICENSORS and reasonably acceptable to LICENSEE upon ten-days notice to
      LICENSEE, to review the records of LICENSEE as may be reasonably necessary
      to




-5-


verify
      the accuracy of royalty reports hereunder for any calendar year ending not
      more
      than twenty-four (24) months prior to the date of such request. If the
      accounting firm concludes that additional royalties were owed during this
      period, LICENSEE shall pay the additional royalties within sixty (60) days
      of
      the date LICENSORS deliver to LICENSEE such accounting firm’s written report so
      concluding; provided however, that, in the event LICENSEE is not in agreement
      with the conclusion of such report LICENSEE shall not be required to pay such
      additional royalties until such matter shall be resolved pursuant to the
      provisions of Section 10.8 herein. In the event such matter is resolved in
      accordance with Section 10.8 herein, any arbitration award shall be paid within
      sixty (60) days of the date arbitrators deliver their final decision. The fees
      charged by such accounting firm shall be paid by LICENSORS; provided, however,
      that if an error is in favor of LICENSORS of more than the greater of (i)
      $10,000 or (ii) five percent (5%) of the royalties due hereunder for the period
      being reviewed is discovered, then the fees and expenses of the accounting
      firm
      shall be paid by LICENSEE.




ARTICLE
      5





DILIGENCE





5.1  LICENSEE
      shall use commercially reasonable efforts to develop and commercialize the
      Technology. As used herein, “commercially reasonable efforts” shall mean efforts
      and resources normally used by LICENSEE for a Technology owned by it or to
      which
      it has exclusive rights, which is of similar market potential at a similar
      stage
      in its development or product life, taking into account relevant factors.
      LICENSORS shall cooperate with LICENSEE in connection with efforts to develop
      and commercialize the Technology.





ARTICLE
      6





PATENT
      FILING AND MAINTENANCE





6.1  LICENSEE
      shall take responsibility for the preparation, filing, prosecution and
      maintenance of any all patent applications and patents included in Patent Rights
      and shall use his best efforts to promptly procure the broadest possible patents
      in all countries designated by LICENSEE pursuant to Section 6.2. LICENSORS’
patent attorney shall be involved in the preparation and prosecution of patent
      applications concerning inventions made by LICENSORS.





6.2  Without
      limiting the provisions of Section 6.1, LICENSORS and LICENSEE shall cooperate
      fully in the preparation, filing, prosecution and maintenance of the Patent
      Rights including without limitations, the execution of all papers and
      instruments necessary or desirable to enable LICENSEE to apply for, to prosecute
      and to maintain patent applications and patents in LICENSORS’ name in any
      country. Each party shall provide to the other prompt notice as to all matters
      which come to its attention




-6-


and
      which
      may affect the preparation, filing, prosecution or maintenance of any such
      patent applications or patents. Either party may give notice to the other of
      any
      country in which such party wishes to seek patent protections for all or any
      part of the Patent Rights. In the case of such a designation by LICENSEE (and
      the provision of reasonable assurance of payment by it of the expenses to be
      incurred) LICENSORS may not refuse to seek such patent protection in the country
      so designated.





ARTICLE
      7





INFRINGEMENT





7.1  With
      respect to any Patent Rights, LICENSEE and/or its Sublicensees shall have the
      right to prosecute in their own names and at their own expense any infringement
      thereof. LICENSORS agree to notify LICENSEE promptly of each infringement of
      the
      Patent Rights of which LICENSORS are or become aware. Failure by either party
      to
      commence an action which is contemplated by this Section 7.1 shall not
      constitute a breach of this Agreement.





7.2  If
      LICENSEE or its Sublicensee elects to commence an action as described above
      or
      if an action is third party, LICENSORS shall have the right either to join
      the
      action as a co-plaintiff or co-defendant or to assign to LICENSEE all of
      LICENSOR’s right, title and interest, expressly including the right to sue for
      past infringement thereof, in each patent which is a part of the Patent Rights
      and is the subject of such action. In the event LICENSORS join the action as
      a
      co-plaintiff, LICENSEE shall nevertheless control the action provided that
      LICENSEE will endeavor to consult with LICENSORS as to the prosecution of such
      action. In the event that LICENSORS make an assignment of such patent, such
      assignment shall be irrevocable, and such action on that patent or patents
      shall
      thereafter be brought or continued without LICENSOR as a parties, unless
      LICENSORS are legally indispensable parties. Notwithstanding any such assignment
      to LICENSEE by LICENSORS and regardless of whether LICENSORS are or are not
      indispensable parties, LICENSORS shall cooperate fully with LICENSEE, at
      LICENSEE’S expense, in connection with any action commenced by LICENSEE or any
      sublicensee. In the event that any patent is assigned to LICENSEE by LICENSORS
      pursuant to this paragraph, LICENSEE shall continue to meet its obligations
      under this Agreement, including without limitation its obligation to pay
      royalties, as if the assigned patent or patent application were still licensed
      to LICENSEE.





7.3  If
      LICENSEE or its Sublicensee elects to commence an action as described above,
      LICENSEE may cover the costs and expensed of such action (including reasonable
      attorneys fees and including the coverage of LICENSORS’ costs) by reducing the
      royalty due to LICENSOR hereunder by up to fifty percent (50%). In the event
      that such fifty percent (50%) costs and expenses exceed the amount of royalties
      reduced by LICENSEE for any calendar year, LICENSEE may to that extent reduce
      the royalties due




-7-


to
      LICENSORS from LICENSEE in succeeding calendar years, but never by more than
      fifty percent (50%) of the royalty due in any one calendar year.





7.4  Recoveries
      or reimbursements from such action (regardless of whether LICENSEE or LICENSORS
      receive the award) shall first be applied to reimburse LICENSEE and LICENSORS
      for litigation costs not paid from royalties (if any) and then to reimburse
      LICENSORS for royalties withheld. Any remaining recoveries or reimbursements
      shall be paid to LICENSEE.





7.5  In
      the
      event that LICENSEE and its Sublicensee, if any, elect not to exercise their
      right to prosecute an infringement of the Patent Rights pursuant to the above
      paragraphs, LICENSORS may do so at their own expense, controlling such action
      and retaining all recoveries therefrom.





ARTICLE
      8





TERMINATION
      OF AGREEMENT




8.1  This
      Agreement, unless extended or terminated as provided herein, shall remain in
      effect until the last to expire patent in the Patent Rights; provided , however ,
      that
      LICENSEE’S obligation to pay royalties pursuant to Section 3.1 will terminate as
      to any Licensed Products or Licensed Processes when the Patent Rights to which
      they relate expire or are abandoned.





8.2  (a)
      The
      following events shall constitute an event of default under this Agreement
      (an
“Event of Default”):





(i)
      LICENSEE shall become more than sixty (60) days in arrears in payment of
      royalties or expenses due pursuant to this AGREEMENT which are not the subject
      of a bona fide dispute between LICENSORS and LICENSEE and which have not been
      paid within forty five (45) days after LICENSEE has received notice of such
      arrearage from LICENSORS; or





(ii)  LICENSEE
      breaches this Agreement in any material respect (other than a breach covered
      by
      paragraph 8.2 (a) (i)) and does not cure such breach within sixty (60) days
      after written notice thereof from LICENSORS or, with respect to any breach
      incapable of being fully cured within such sixty (60) day period, has not made
      substantial good faith efforts to cure any such breach within thirty (30) days
      after written notice thereof from LICENSORS;





(b)  LICENSEE
      may, at its option, terminate this Agreement at any time for any reason
      whatsoever by doing all of the following:




-8-


(i)  Cease
      making, having made, using and selling any Licensed Products or Licensed
      Processes; and




(ii)  Revoke
      all sublicenses causing all sublicensees to cease making, having made, using
      and
      selling Licensed Products or Licensed Processes; and


(iii)  Give
      notice to LICENSORS of such cessation and of LICENSEE’S election to terminate;
      and





(iv) Tender
          payment of all accrued royalties.





8.3  On
      the
      occurrence of an Event of Default, and if such Event of Default has not been
      remedied within sixty (60) days after notice in writing of such Event of Default
      has been given to the LICENSEE by LICENSORS, LICENSORS may terminate this
      Agreement by written notice.





8.4  Any
      sublicenses granted by LICENSEE under this Agreement shall provide for
      termination or assignment to LICENSORS, at the option of LICENSORS, of
      LICENSEE’S interest therein upon termination of this Agreement.





ARTICLE
      9





ASSIGNMENT





9.1  This
      Agreement, the Patent Rights and the other rights and duties appertaining hereto
      may not be assigned by either party without first obtaining the written consent
      of the other which shall not otherwise be unreasonably withheld. Any such
      purported assignment, without the written consent of the other party, shall
      be
      null and void and of no effect. Notwithstanding the foregoing, LICENSEE may
      assign this Agreement (i) to a purchaser, merging or consolidating corporation,
      or acquirer of substantially all of LICENSEE’S assets or business and/or
      pursuant to any reorganization qualifying under section 368 of the Internal
      Revenue Code of 1986 as amended, as may be in effect at such time, or (ii)
      to an
      Affiliate of LICENSEE.





ARTICLE
      10





GENERAL





10.1  LICENSORS
      represent and warrant that they own the entire right, title, and interest in
      the
      patent applications or patents comprising the Patent Rights and that LICNESORS
      have the authority to issue licenses under said Patent Rights.
      LICENSORS




-9-


do
      not
      warrant the validity of the Patent Rights licensed hereunder and make 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 provided, however, that LICNESORS
      have no reason to believe that the Patent Rights are invalid or that
      exploitation by LICENSEE, an Affiliate or Sublicensee of the Patent Rights
      will
      infringe other patents.




10.2  LICENSORS
      EXPRESSLY DISCLAIM ANY AND ALL IMPLIED OR EXPRESS WARRANTIES AND MAKES NO
      EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS OF THE TECHNOLOGY,
      LICENSED PROCESSES OR LICENSED PRODUCTS CONTEMPLATED BY THIS AGREEMENT FOR
      ANY
      PURPOSE.




10.3
      (a)  LICENSEE
      shall indemnify, defend and hold harmless LICENSORS and their heirs and assigns
      (the “Indemnitees”), against any liability, damage, loss or expenses (including
      reasonable attorney’s fees and expenses of litigation) incurred by or imposed
      upon the Indemnitees or any one of them in connection with claims, suits,
      actions, demands or judgments arising out of any theory of product liability
      (including, but not limited to, actions in the from of tort, warranty, or strict
      liability) concerning any product, process or service made, used or sold
      pursuant to any right or license granted under this Agreement. The above
      indemnification shall apply whether or not such liability, damage, loss or
      expense is attributable to the negligent activities of the Indemnitees but
      shall
      not apply if such liability, damage, loss or expense is attributable to the
      willful misconduct of any Indemnitee.




(b)  LICENSEE
      agrees, at its own expense, to provide attorneys reasonably acceptable to
      LICENSORS to defend against any actions brought or filed against any party
      indemnified hereunder with respect to the subject of indemnity contained herein,
      whether or not such actions are rightfully brought.





10.4  The
      interpretation and application of the provisions of this Agreement shall be
      governed by the laws of the State of New York, in the United States of America
      without regard to principles of conflicts of law.





10.5  LICENSEE
      agrees to 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




-10-


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
      LICENSORS harmless in the event of any legal action of any nature occasioned
      by
      such violation.





10.6  Written
      notices required to be given under this Agreement shall be addressed as
      follows:





If
      to
      LICENSORS:


Dr.
      Waldemar Gottardi


Hoher
      Weg, 13, A-6020 Innsbruck, Austria


Dr.
      Markus Nagl


Hintermetzentaler
      4, A-6094 Axams, Austria


Telephone
      No.: +43 512 507 3430


Facsimile
      No.: +43 512 507 2870





If
      to
      LICENSEE:


Frederic
      P. Zotos, Esq.


Pathogenics,
      Inc.


99
      Derby
      Street, Suite 200


Hingham,
      MA 02043


Telephone
      No.: (781) 925-0780


Facsimile
      No.: (781) 925-8665





or
      such
      other address as either party may request in writing.





10.7  Should
      a
      court of competent jurisdiction later consider any provision of this Agreement
      to be invalid, illegal, or unenforceable, it shall be considered severed
      provision, provided that the remaining provisions of this Agreement are in
      accordance with the intention of the parties.








10.8  (a)
      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 conflicts amicably between themselves. Subject to the limitation
      stated in the final sentence of this section, 10.8, and any such conflict which
      the parties are unable to resolve shall be settled through binding arbitration
      conducted in accordance with the Rules of the Commercial Arbitration of the
      International Chamber of Commerce by one or more arbiter(s) knowledgeable in
      commercial law and practices, appointed in accordance with such
      rules.





(b)  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




-11-


institution
      of legal proceedings based on such controversy or claim would be barred by
      the
      applicable statue of limitation. The arbitration shall be in Innsbruck, Austria
      if initiated by LINCENSORS and New York, U.S.A. if initiated by
      LICENSEE.





(c)  At
      the
      request of either party, arbitration proceedings will be conducted in the utmost
      secrecy; in such case, all documents, testimony and records shall be received,
      heard and maintained by the arbitrator in the secrecy under seal, available
      for
      the inspection only of the parties and their respective attorneys and their
      respective experts who shall agree in advance and in writing to receive all
      such
      information confidentially and to maintain such information in secrecy until
      such information shall become generally known.





(d)  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.




10.9  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 therein or as may be subsequently agreed to by the
      parties hereto in writing.





10.10  This
      Agreement may be executed in identical counterparts, each of which shall be
      deemed an original but all of which shall constitute one and the same agreement.
      This Agreement, once executed by a party, may be delivered to the other party
      hereto by facsimile or transmission of a copy of this Agreement bearing the
      signature of the party so delivering this Agreement.




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





The
      effective date of this Agreement is March, 29, 2006.


Dr.
                  Waldemar Gottardi
              
              Dr.
                  Markus Nagl/s/
                  Waldemar Gottardi
              
              /s/
                  Markus NaglPathogenics,
                  Inc./s/
                  Frederic P. ZotosBy:
                  Frederic P. Zotos, Esq.Its:
                  CEO and President






-13-




EXHIBIT
      A


Patents
      and Patent Applications




1.
            DE
                4041703; Filing Date: 12/24/1990; entitled: “New alkali salts of
                N-Chlorotaurine.”





2.
            DE
                19816102; Filing Date: 04/10/1998; entitled “Inactivating viruses in
                protein solutions - comprises treating the protein solutions with
                N-Chlorotaurine.”





3.
            DE
                10045868.8; Filing Date: September 14, 2000; entitled “Remedy for
                treatment of acute and chronic Rhinosinusitis and its
                application.”





4.
            DE
                10144819.8; Priority Application: DE 10045868.8; Filing Date September
                11,2001
                (New Matter Added regarding Otitis Externa and Crural Ulcers); entitled
                “Fungicidal substance and its
                application.”





5.
            WO
                02/22118; Priority Application: DE 10045868.8; Filing Date September
                10,
                2001; entitled “Fungicidal agent containing N-Chlorotaurine and use
                thereof.”





6.
            US
                2004/0116521 A1; Priority Application: DE 10045868.8; Filing Date:
                September 10, 2001; entitled “Fungicidal agent containing N-Chlorotaurine
                and use thereof.”





7.
            WO
                2004/052355 A1; Filing Date: December 6, 2002; entitled “Use of
                N-Chlorotaurine for treatment of oozing tissue
                deficiencies.”





8.
            DE
                102005023198.5; Filing Date: May 14, 2005; entitled “Aqueous solutions
                containing chloramine which are free from di- and trichloroamine,
                as well
                as from ammonia.”





9.
            DE
                102005038992.9; Filing Date: August, 16, 2005; entitled “Substance against
                protozoa and its application.”







-14-


EXHIBIT
      B


Inventor
      Revenue Sharing Contracts





1.
            Inventor
                Revenue Sharing Agreement between Dr. Waldemar Gottardi,Dr.
                Markus Nagl and Dr. Andreas Neher, dated
                _______________.





2.
            Inventor
                Revenue Sharing Agreement between Dr. Waldemar Gottardi,Dr.
                Markus Nagl and Dr. Barbara Teuchner, dated
                _______________.





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