<PAGE>   1
                                                                   EXHIBIT 10.17

{*}      THE REDACTED PORTIONS INDICATED BY THIS SYMBOL ARE THE SUBJECT OF A
         CONFIDENTIAL TREATMENT REQUEST AND HAVE BEEN FILED SEPARATELY WITH THE
         SECURITIES AND EXCHANGE COMMISSION.


                           EXCLUSIVE LICENSE AGREEMENT

THIS LICENSE AGREEMENT (hereinafter "Agreement"), having an Effective Date of
June 29, 2001, is between AtheroGenics, Inc. ("AGIX"), a corporation of the
State of Georgia, having a principal place of business at 8995 Westside Parkway,
Alpharetta, GA 30004, and National Jewish Medical Research Center ("NJMRC"), a
non-profit organization having a mailing address at 1400 Jackson St., Denver, CO
80206, each a "Party" and collectively the "Parties."

WHEREAS NJMRC has the exclusive, worldwide right and title to certain US and
foreign patents and patent applications and has related technical information;

WHEREAS, AGIX has established, or intends to establish, by separate agreements,
consulting relationships and other business relationships with certain inventors
of such patents and patent applications;

WHEREAS AGIX wishes to obtain an exclusive right and license to and under
certain US and foreign patents and patent applications and related technical
information to make, use, sell, have made and offer for sale diagnostics and
therapeutics to treat human diseases (herein defined and referred to as the
"Licensed Products") for commercial use in accordance with the terms and
conditions set forth below,

Now, THEREFORE, the Parties agree as follows:

I.       DEFINITIONS

A.       "AFFILIATE" shall mean any corporation or non-corporate business
entity, which controls, is controlled by, or is under common control with a
Party to this Agreement. A corporation or non-corporate business entity shall be
regarded as in control of another corporation if it owns, or directly or
indirectly controls, at least fifty (50%) percent of the voting stock of the
other corporation, or (i) in the absence of the ownership of at least fifty
(50%) percent of the voting stock of a corporation or (ii) in the case of a
non-corporate business entity, or non-profit corporation, if it possesses,
directly or indirectly, the power to direct or cause the direction of the
management and policies of such corporation or non-corporate business entity, as
applicable.

B        "AGIX IMPROVEMENTS" shall mean any and all inventions, discoveries, and
improvements in the Licensed Field, whether patentable or not, that fall within
the scope of any valid claim of any of the Patent Rights or which are developed
using the Related Technology, which are invented, made, discovered, developed,
owned or controlled solely by AGIX, its employees or its agents (excluding Erwin
Gelfand M.D.) during the Term of this Agreement.


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C.       "COMPETING GENERIC PRODUCT" shall mean a product that is the generic
equivalent of a Licensed Product that is sold or offered for sale in the
Licensed Territory.

D.       "CONFIDENTIAL INFORMATION" shall mean all business and technical
information identified by the disclosing party as confidential, whether
disclosed in written, oral, or in any other form, tangible or intangible,
including but not limited to:

(i)      Information concerning inventions, discoveries, concepts, ideas,
techniques, processes, samples, data, finances and plans, customer lists,
business plans, contracts, marketing plans, sales data, production plans,
distribution plans, system implementation plans, business concepts, supplier
information, business procedures and business operations and all materials
related thereto;

(ii)     All know-how and intellectual property, including specifically and
without limitation the contents of any unpublished patent application; and

(iii)    All unpublished copyrightable material including, but not limited to,
trademarks, manuscripts, abstracts and presentations.

Confidential Information does not include any information that a Party can
demonstrate: (a) was in the Party's possession prior to its being furnished to
the Party under the terms of this Agreement, provided the source of that
information was not known by the Party to be bound by a confidentiality
agreement with or other continual, legal or fiduciary obligation of
confidentiality to the other Party; (b) is now, or hereafter becomes, through no
act or failure to act on the part of the Party, generally known to the public;
(c) is rightfully obtained by the Party from a third party, without breach of
any obligation to the other Party; or (d) is independently developed by the
Party without use of or reference to the Confidential Information.

E.       "EFFECTIVE DATE" shall mean June 29, 2001.

F.       "JOINT IMPROVEMENTS" shall mean any patentable inventions, discoveries,
and improvements in the Licensed Field, that fall within the scope of any valid
claim of any of the Patent Rights or which are developed using the Related
Technology, which are coinvented by AGIX, its employees or its agents and Erwin
Gelfand M.D. as long as he is employed by NJMRC during the Term of this
Agreement.

G.       "LICENSED FIELD" shall mean diagnosis and treatment of human diseases.

H.       "LICENSED PRODUCTS" shall mean any component or final product used to
diagnose or treat human diseases, that is: (a) developed using the Related
Technology or any method, composition, or assay claimed under Patent Rights;
and/or (b) covered by any valid claim of any unexpired patent included in the
Patent Rights or any patents issuing on NJMRC Improvements, including but not
limited to pharmaceuticals, biopharmaceuticals, biologicals, diagnostics or
tools.

I.       "LICENSED TERRITORY" shall mean the world.


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J.       "NJMRC IMPROVEMENTS" shall mean any and all of NJMRC's rights within
the Licensed Field to any patentable inventions, discoveries, and improvements
pertaining to MEKK Technology, CGRP Technology, IL-10 Technology, and CD40
Technology which are invented, discovered, developed, or made by any employee of
NJMRC, including specifically and without limitation Erwin Gelfand and any
employees working in his laboratory under his supervision, at any time during
the Term of this Agreement. NJMRC Improvements shall include Covered NJMRC
Improvements and Other NJMRC Improvements, as defined herein.

         (i) "COVERED NJMRC IMPROVEMENTS" shall mean any and all patentable
         inventions, discoveries, and improvements in the Licensed Field which
         are invented, discovered, developed, or made solely by Erwin Gelfand,
         M.D. and any NJMRC employees under his supervision working in his
         laboratory at NJMRC during the Term of this Agreement.

         (ii)."OTHER NJMRC IMPROVEMENTS" shall mean any and all NJMRC
         Improvements which are not Covered NJMRC Improvements or Patent Rights
         as defined herein.

K.       "PATENT RIGHTS" shall mean:

(i)      All U.S. patents and patent applications listed in Attachment A, and
any and all continuations, requests for continued examination, continuing
prosecution applications, divisionals, reexaminations, reissues, renewals,
extensions or foreign counterparts of any of the patents and patent applications
of Attachment A; and

(ii)     NJMRC's rights in any continuation-in-part applications claiming
priority to the US patents and patent applications listed in Attachment A and 1)
naming Erwin Gelfand and/or Gary Johnson as sole named inventors or 2) naming
Erwin Gelfand and other NJMRC employee or consultant working under supervision
and/or direction of Erwin Gelfand as inventors, provided that the claims of such
continuation-in-part applications would be infringed by the development and
commercialization of products covered under any valid claims of the US patents
and patent applications listed in Attachment A.

L.       "RELATED TECHNOLOGY" shall mean the Related Technology of Attachment B.

M.       "NET SALES" shall mean the gross sales of Licensed Products that are
produced, processed or sold by or on behalf of AGIX or its Affiliate(s) to or
for any unaffiliated third party, as and when received by AGIX, less (i)
customer returns and adjustments, (ii) price allowances and trade discounts
actually granted to customers (iii), to the extent separately stated, taxes
levied and/or other governmental charges assessed on the sale, transportation,
delivery or use of any Licensed Product and paid by or on behalf of AGIX, and
(iv) commissions (except those paid to sales representatives of AGIX, its
Affiliates, or Sublicensees), freight, postage, insurance, and other shipping
charges. When a Licensed Product is sold in combination with or as a component
of other components or products, then the computation of Net Sales shall be
calculated by multiplying actual Net Sales of such combination product by the
fraction A/(A+B) where: A is the invoice price of the Licensed Product contained
in the combination product if sold separately by AGIX, AGIX Affiliate or
Sublicensee, and B is the invoice price of any other active component or
components in the combination product if sold separately by AGIX, an Affiliate,
or Sublicensee. In the event that the Licensed Product is sold in the form of a
combination


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product containing one or more active ingredients other than the Licensed
Product and one or more such active ingredients are not sold separately, then
the above formula shall be modified such that A shall be the total cost to AGIX,
its Affiliate, or Sublicensee(s) of the Licensed Product and B shall be the
total cost to AGIX , its Affiliate, or Sublicensee of any other active component
or components in the combination.

N.       "TERM OF THIS AGREEMENT" shall mean the period of time commencing on
the Effective Date and continuing on a Licensed-Product-by-Licensed-Product and
country-by-country basis until the later of: (a) the last claim of the last
Patent Right covering any License Product expires or is held to be invalid by
any court, agency, or competent authority within that country; and (b) ten (10)
years after the first commercial sale of a Licensed Product within that country.

O.       "SUBLICENSE" shall mean any agreement with a third party, other than an
Affiliate of AGIX, granting such party rights under Patent Rights to develop,
make, have made, import, export, use, distribute, market, promote the sale of,
and sell Licensed Products or to use Related Technology or methods,
compositions, or assays claimed under Patent Rights.

P.       "SUBLICENSEE" shall mean any third party with which AGIX executes a
Sublicense as provided in Paragraph II. D of this Agreement.

Q.       "MEKK TECHNOLOGY" shall mean any and all patents, patent applications,
reagents, assays, data, inventions, or other discoveries, including specifically
and without limitation any/all of Patent Rights listed in Section I of
Attachment A, related to:

         (i)  the use or direct modulation of any MEKK molecule; or

         (ii) the regulation of cytokine production in hematopoietic cells
lacking an ERK-dependent signaling pathway, by regulating an
MEKK/JNKK-contingent signaling pathway.

R.       "CGRP TECHNOLOGY" shall mean any and all patents, patent applications,
reagents, assays, data, inventions, or other discoveries, including specifically
and without limitation any/all of Patent Rights listed in Section II of
Attachment A, related to the use of CGRP or the direct regulation of CGRP.

S.       "IL-10 TECHNOLOGY" shall mean any and all patents, patent applications,
reagents, assays, data, inventions, or other discoveries, including specifically
and without limitation any/all of Patent Rights listed in Section III of
Attachment A, related to the inhibition of IL-10.

T.       "CD40 TECHNOLOGY" shall mean any and all patents, patent applications,
reagents, assays, data, inventions, or other discoveries, including specifically
and without limitation any/all of Patent Rights listed in Section IV of
Attachment A, related to the regulation of CD40- or gp39-mediated signaling of
JNK or p38.

II.  GRANT OF LICENSE

A.       License. Subject to the terms and conditions of this Agreement, NJMRC
         grants to AGIX, as of the Effective Date of this Agreement, an
         Exclusive License under the Patent Rights and the Related Technology to
         develop, make, have made, import, export, use, distribute, market,


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         promote the sale of, and sell Licensed Products in the Licensed
         Territory.

         AGIX, at its sole discretion, may extend the rights and licenses
         granted under this Agreement to Affiliates of AGIX provided that all
         rights and obligations of AGIX hereunder are binding upon the
         Affiliate, including payment of royalties by the Affiliates on sale of
         Licensed Products to or on behalf of unaffiliated third parties.

B.       Right of First Refusal. NJMRC shall notify AGIX within {*} of
         identifying any Covered NJMRC Improvements. During the Term of
         Agreement and for {*} thereafter, NJMRC grants to AGIX a Right of First
         Refusal for; (i) any Covered NJMRC Improvements (Section I Paragraph
         J(i)); and (ii) NJMRC's co-owned portion of Joint Improvements (Section
         I, Paragraph F). Pursuant to this Right of First Refusal, AGIX shall
         have an Exclusive Negotiation Period of {*} from the date that it
         receives notification in writing of any Covered NJMRC Improvement(s),
         or from the date that AGIX identifies any Joint Improvements to
         finalize an exclusive license agreement for such Covered NJMRC
         Improvements or NJMRC's co-owned portion of such Joint Improvements. If
         AGIX and NJMRC do not finalize an exclusive license agreement during
         the Exclusive Negotiation Period, NJMRC shall be free to enter into a
         license with any third party, provided that the terms and conditions
         for granting rights and license to such third party shall not be more
         favorable to the third party than the terms and conditions last offered
         to AGIX in the Exclusive Negotiation Period without first offering such
         more favorable terms and conditions to AGIX for a {*} period for AGIX's
         consideration and possible acceptance. If AGIX and NJMRC do not execute
         a license agreement on those more favorable terms within said {*}
         period, then NJMRC shall be free to execute a license with the third
         party on those terms.

C.       Sublicenses. AGIX, at its sole discretion, may grant Sublicenses of its
         rights under this Agreement. AGIX shall provide NJMRC with complete
         copies of any and all such Sublicenses within thirty (30) days of their
         execution. AGIX shall remain responsible to NJMRC for the payment of
         all Sublicense Fees due under this Agreement. Should AGIX dissolve or
         cease to operate as a business, or if this Agreement is terminated by
         NJMRC or AGIX in accordance with Article X of this Agreement, then any
         such Sublicense shall, at the discretion of the Sublicensee, survive,
         provided that: (a) the Sublicensee is not in default of any obligations
         under their Sublicense, and (b) the Sublicensee assumes AGIX's
         obligations under this Agreement, including obligations for the
         milestone payments under Paragraph III D of this Agreement, and for
         Royalties under Paragraph III E of this Agreement.

D.       No Implied License. The license and rights granted in the Agreement
         shall not be construed to confer any rights upon AGIX by implication,
         estoppel, or otherwise as to any technology not specifically identified
         in the Agreement, except as otherwise implied by law to the extent
         necessary to practice the Patent Rights or Related Technology.

E.       Government Rights. The licenses granted under this Agreement are
         conditioned upon and subject to the U.S. Government Licenses, other
         rights retained by the United States in inventions developed by
         nonprofit institutions with the support of federal funds, and the
         obligations of NJMRC with respect to such government licenses and
         rights. Certain of these rights are set forth in 35 USCA 201 et seq.
         and 37 CFR 401 et seq., which may be amended from time to time by the
         Congress of the United States or through administrative procedures.
         AGIX agrees it shall


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         comply with all obligations related to government licenses and other
         rights retained by the United States government, including compliance
         with laws related to the development, manufacture, sale and
         distribution of any Licensed Product hereunder.

F.       Retained License. The licenses granted under this Section II are
         further conditioned upon and subject to a right and license retained by
         NJMRC on behalf of itself and NJMRC's academic research collaborators
         to use Related Technology and compositions, methods, and assays claimed
         under Patent Rights and NJMRC Improvements for research and educational
         purposes only. NJMRC will also have the right to distribute the Related
         Technology to academic researchers at other institutions, subject to
         the execution of appropriate materials transfer agreements (MTAs) and
         confidentiality disclosure agreements (CDAs) to be signed between NJMRC
         and the receiving institutions. Such MTAs and CDAs shall prohibit the
         academic research collaborators to use any Related Technology and/or
         improvements thereof for any commercial intent or purpose and to
         further distribute/transfer the Related Technology and/or Improvements.
         Within 30 days of signing any MTA or CDA, NJMRC will send a copy of the
         MTA or CDA to AGIX.


III.        ROYALTIES AND OTHER PAYMENTS

A.       License Fee. AGIX shall pay to NJMRC an initial License Fee in the
         amount of {*}. This License Fee is due and payable within (10) days of
         the Execution Date of this Agreement.

B.       Patent Prosecution Reimbursement. AGIX shall reimburse and pay NJMRC
         for all past costs, fees, and expenses (past costs, fees, and expenses
         as of January 1, 2001 not to exceed {*}), incurred in connection with
         the filing, prosecution, and maintenance of the Patent Rights. NJMRC
         shall furnish to AGIX an itemized Debit Note for Patent Prosecution
         Reimbursement, itemizing by patent/patent application and date all
         costs, fees, and expenses incurred by NJMRC in connection with filing,
         prosecution, and maintaining the Patent Rights. This Patent Prosecution
         reimbursement shall be due and payable within 30 days of receipt by
         AGIX of the itemized Debit Note.

C.       Stock Warrants. AGIX shall grant to NJMRC Stock Warrants for 40,000
         shares of AGIX regular stock, and will bear an exercise price equal to
         the closing price of AGIX stock on the Effective Date of this
         Agreement, unless that price {*}, as provided in Attachment C. These
         Stock Warrants will have a 5-year vesting schedule, as per Attachment
         C.

D.       Milestone Payments. AGIX shall pay NJMRC milestone payments ("Milestone
         Payments") in the amounts specified below for each and every Licensed
         Product developed by AGIX as it proceeds through the regulatory process
         in the U.S. or, alternatively, a foreign country (but not both for the
         same Licensed Product), no later than thirty (30) days after the
         occurrence of the event designated below triggering payment.

<TABLE>
<CAPTION>
                  Event                                                Milestone Payment
                  -----                                                -----------------
    <S>                                                               <C>
    (i)  Filing Investigational New Drug Application (IND)                    {*}
         (or its equivalent in a foreign country)
</TABLE>


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<TABLE>
    <S>                                                                        <C>
    (ii)  Beginning of Phase II Clinical Trial                                 {*}
          (or its equivalent in a foreign country)

    (iii) Filing a New Drug Application (NDA)                                  {*}
          (or its equivalent in a foreign country)
</TABLE>

Should a Licensed Product be abandoned by AGIX for any reason following the
filing of an IND Application (or its equivalent in a foreign country) and should
one or more additional Licensed Products covered by the same technology ( that
is, MEKK Technology, CGRP Technology, IL10 Technology or CD40 Technology) for
the same therapeutic indication proceed into Clinical Trials (or its equivalent
in a foreign country), then AGIX shall not be required to pay milestone fees to
NRMRC for any milestones already achieved by the abandoned Licensed Product,
provided that milestone fees were paid to NJMRC for said abandoned Licensed
Product. AGIX shall resume Milestone Payments under this Paragraph for the new
"replacement" Licensed Product, beginning with achievement of the event
subsequent to the last event for which a Milestone Payment was paid to NJMRC for
the abandoned Licensed Product.

E.       Royalties.

         (i)      If AGIX or its Affiliate sells Licensed Products to
                  non-affiliated third parties, AGIX shall pay NJMRC a royalty
                  equal to {*} of the Net Sales of Licensed Products in any
                  country as long as there is at least one valid claim in a
                  valid patent under the Patent Rights in that country covering
                  the Licensed Product.

         (ii)     If a Licensed Product is not covered by a valid claim in a
                  valid patent under the Patent Rights in a country, then AGIX
                  shall pay to NJMRC a reduced royalty of {*} of the Net Sales
                  of Licensed Products in that country for the use of the
                  Related Technology, unless and until a Competing Generic
                  Product is sold or offered for sale in that country.

         (iii)    If and when a Competing Generic Product is offered for sale in
                  a country in which a corresponding Licensed Product is not
                  covered by a valid claim in a valid patent under the Patent
                  Rights, AGIX shall have a royalty-free right to use the
                  Related Technology to make, use or sell that corresponding
                  Licensed Product in that country.

F.       Third Party Licenses. In the event that AGIX's outside patent counsel
         determines that patent licenses from third parties are required by
         AGIX, its Affiliates, or its Sublicensees in order to discover,
         develop, make, have made, import, export, use, distribute, promote,
         market, offer for sale, or sell a Licensed Product, AGIX shall provide
         NJMRC with written notice to that effect and AGIX shall be solely
         responsible for acquiring such licenses at AGIX's sole discretion. If
         the total combined amount of royalty percentage of Net Sales payable to
         third parties and to NJMRC (including consideration of milestones and
         other license fees) exceeds {*} of Net Sales of a Licensed Product,
         AGIX may reduce any royalty otherwise due NJMRC hereunder by the amount
         required to reimburse AGIX for royalties and/or license fees actually
         paid to such third parties, provided that the amount of Royalty
         Percentage of Net Sales paid to NJMRC shall not be less than {*} of Net
         Sales of any Licensed Product for which Royalties are due under
         Paragraph III-E.


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G.       Sales or Other Transfers to an Internal Corporate Entity or an
         Affiliated Entity. In no event shall Royalties be paid by AGIX on sales
         or other transfers of any Licensed Product to an internal corporate
         entity or Affiliate. Royalties are due only when Licensed Product is
         sold to a third party unaffiliated with AGIX.

H.       Sublicense Fees. In respect of any Sublicense granted by AGIX to a
         third party under this Agreement, AGIX shall pay to NJMRC those
         percentage amounts below-indicated of all license payments, milestone
         payments, royalties, investments in AGIX equity (as provided in
         Paragraph III-I, below), and equity or non-cash payments calculated
         according to Paragraph III-J below made by the Sublicensee
         (hereinafter, "Sublicensee Payments") thereunder in consideration for
         the grant of such sublicense to it by AGIX:

         (i)      Sublicense Agreements executed in the First Year          {*}

         (ii)     Sublicense Agreements executed in the Second Year         {*}

         (iii)    Sublicense Agreements executed on or after the Third Year {*}

         Any or all of the above Sublicense Fees may be reduced upon prior
         mutual agreement, in writing, of both Parties.

I.       Sublicensee Payments shall not include any bona fide research and
         development funding or any payments received by AGIX from a Third Party
         in exchange for issuance of shares of AGIX's capital stock or options
         to purchase shares of AGIX's capital stock or other securities
         convertible into or exercisable for shares of AGIX's capital stock,
         provided that {*} of any such payments for stock or options in excess
         of {*} for such stock or options at the time such stock is issued or
         such options are granted shall be included in Sublicensee Payments if
         the payments are part of an agreement for a third party related to
         Sublicense of Patent Rights, Related Technology, or research or
         development of Licensed Products.

J.       Calculations Concerning Equity or Non-Cash Consideration.

         (i)      Divisible Consideration: In the event that equity or non-cash
                  consideration received by AGIX is readily divisible, then AGIX
                  shall pay to NJMRC the applicable percentage of equity or
                  non-cash consideration received by AGIX as specified in
                  Paragraph H of this Section.

         (ii)     Non-Divisible Consideration: In the event that equity or
                  non-cash payment received by AGIX is not readily divisible
                  (e.g. a royalty-free cross-license) or AGIX does not convert
                  the applicable percentage of readily divisible equity or
                  non-cash consideration, then AGIX shall pay to NJMRC the
                  applicable percentage of equity or non-cash consideration
                  received by AGIX as specified in Paragraph H of this Section
                  whenever non-cash consideration is converted to cash.


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IV.      PRODUCT DEVELOPMENT

A.       Research Program. AGIX, its Affiliate or a third party selected by AGIX
         will conduct a research and discovery program dedicated to the
         identification and development of Licensed Products developed using one
         or more claims of the Licensed Products.

B.       Product Development. AGIX, its Affiliate or a third party selected by
         AGIX will be solely responsible for the selection and testing of
         Licensed Products that it schedules to advance into IND Application in
         the U.S., or equivalent development programs throughout the world.
         AGIX, its Affiliate or a third party selected by AGIX, will be solely
         responsible for the development of Licensed Products and for schedule
         and content of all regulatory documents, filings, and meetings
         regarding approvals to market Licensed Products in the Licensed
         Territory.

C.       Performance Milestones:

         (i)      If seven (7) years after the Effective Date, AGIX and/or its
                  Affiliate(s) or third party selected by AGIX has not either
                  filed an IND Application or equivalent in a foreign country,
                  or signed a sublicensing agreement sublicensing the rights
                  granted to AGIX herein for the MEKK Technology, then all
                  Patent Rights listed in section I of Attachment A and Related
                  Technology with respect to the MEKK Technology licensed to
                  AGIX by NJMRC will revert to NJMRC.

         (ii)     If five (5) years after the Effective Date, AGIX and/or its
                  Affiliate(s) or third party selected by AGIX has not either
                  filed an IND Application or equivalent event in a foreign
                  country, or signed a sublicensing agreement sublicensing the
                  rights granted to AGIX herein for the IL-10 Technology, then
                  all Patent Rights listed in section III of Attachment A and
                  Related Technology with respect to the IL-10 Technology
                  licensed to AGIX by NJMRC will revert to NJMRC.

         (iii)    If five (5) years after the execution of a subsequent mutual
                  agreement described in Article II, paragraph G, AGIX and/or
                  its Affiliate(s) or third party selected by AGIX has not
                  either filed an IND Application or equivalent event in a
                  foreign country, or signed a sublicensing agreement
                  sublicensing the rights granted to AGIX herein for the CD40
                  Technology, then all Patent Rights listed in section IV of
                  Attachment A and Related Technology with respect to the CD40
                  Technology licensed to AGIX by NJMRC will revert to NJMRC.

         (iv)     If four (4) years after the Effective Date, AGIX and or its
                  Affiliate or a third party selected by AGIX has not either
                  filed an IND Application or equivalent event in a foreign
                  country, or signed a sublicensing agreement sublicensing the
                  rights granted to AGIX herein for the CGRP Technology, then
                  all Patent Rights listed in section II of Attachment A and
                  Related Technology with respect to the CGRP Technology
                  licensed to AGIX by NJMRC will revert to NJMRC.

D.       Formulation, Packaging, Marketing and Sales of Licensed Products. AGIX
         or AGIX's Affiliate or a third party selected by AGIX will be solely
         responsible for the formulation and


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         packaging of Licensed Products for testing and commercialization in the
         Licensed Territory. AGIX or a third party selected by AGIX will be
         solely responsible for execution and costs of all marketing and sales
         activities regarding Licensed Products.

V.         INTELLECTUAL PROPERTY

         A.       Patent Prosecution. AGIX shall manage all patent prosecution
         activities on the Patent Rights and patent applications on Joint
         Improvements in consultation with NJMRC and take into account all
         suggestions made by NJMRC including the addition of new claims. NJMRC
         shall cooperate fully with AGIX in the preparation, filing and
         prosecution of all patent applications pursuant to this Agreement,
         which cooperation shall include, but not be limited to, execution by
         NJMRC and its faculty and other employees of any and all such papers
         and instruments as are necessary or helpful to AGIX in preparing,
         filing and prosecuting such patent applications. All approved
         out-of-pocket cost incurred for such cooperation will be reimbursed by
         AGIX. AGIX shall diligently and in a timely manner provide NJMRC with
         copies of all documents relating to the prosecution, maintenance, and
         validity of the Patent Rights including but not limited to
         correspondence with any patent office concerning the Patent Rights.
         AGIX shall further provide an opportunity for NJMRC to comment upon
         such correspondence and such comments shall be taken into account in
         prosecution activities. AGIX shall consult with NJMRC in such
         prosecution and maintenance, and shall diligently seek strong and broad
         claims under the Patent Rights and shall not abandon prosecution of any
         patent application or any of the claims of the Patent Rights without
         first notifying NJMRC in a timely manner of AGIX's intention and reason
         therefore, and providing NJMRC with a reasonable opportunity to assume
         responsibility for the prosecution and maintenance of the Patent
         Rights.

         AGIX shall have the right but not the obligation to seek extensions of
         the terms of Patent Rights. At AGIX's request, NJMRC shall either
         authorize AGIX to act as NJMRC's agent for the purpose of making any
         application for any extensions of the term of Patent Rights and provide
         reasonable assistance therefor to AGIX or shall diligently seek to
         obtain such extensions, in either event, at AGIX's expense.

         If AGIX decides in any or all of the following major pharmaceutical
         market countries (United States, Mexico, Canada, Brazil, Chile,
         Argentina, Italy, Spain, France, Germany, United Kingdom, Greece,
         Denmark, Sweden, Switzerland, Finland, Norway, Japan, Korea, Australia,
         China) not to seek patent protection on and pay for any future costs,
         fees and expenses associated with the filing and prosecution of patent
         or patent application included in the Patent Rights, or if AGIX decides
         to discontinue the financial support of the prosecution or maintenance
         of any of patent or patent application included in the Patent Rights in
         any or all of those major pharmaceutical market countries: (1) NJMRC
         shall be free to file, prosecute or maintain any patents covering such
         patent or patent application at its own expense, and (2) such patent or
         patent application shall be excluded under the Exclusive License
         granted under Section II of this Agreement. These NJMRC rights related
         to patent filing, prosecution, and maintenance will be only for those
         major pharmaceutical market countries where AGIX has no ongoing patent
         filing, prosecution, and/or maintenance activities.


                                       10
<PAGE>   11


B.       Rights to AGIX Improvements. AGIX shall own all right, title and
         interest in any AGIX Improvements. AGIX shall disclose, or cause to be
         disclosed to NJMRC, in a timely manner, any and all AGIX Improvements
         and shall make available and grant to NJMRC an irrevocable,
         nonexclusive, royalty-free, nontransferable, non-sublicensable license
         to use the AGIX Improvements throughout the world for educational and
         research and development purposes only. At NJMRC's request, AGIX shall
         make available or supply to NJMRC such information or data as is
         necessary or convenient for the proper understanding or use of such
         AGIX Improvements, which information NJMRC shall treat as Confidential
         Information under the confidentiality provisions of this Agreement
         unless and until NJMRC obtains written permission from AGIX to make
         such information public. NJMRC shall not publish any information
         concerning AGIX Improvements without prior express written approval
         from AGIX.

C.       Rights to Joint Improvements. AGIX and NJMRC will jointly own all Joint
         Improvements.

D.       Confidentiality. The Parties acknowledge that this Agreement may
         require the disclosure of Confidential Information by either party to
         the other party. The receiving party shall at all times regard and
         preserve such Confidential Information of the disclosing party as
         secret and confidential and shall not publish or disclose any of such
         Confidential Information in any manner to any third party without the
         prior written consent of the disclosing party , which consent may be
         withheld for any or no reason whatsoever.

E.       Publications. It is the intent of the parties to this Agreement that
         NJMRC have the right to publish the findings of its researchers in
         accordance with traditional principles of academic freedom, while
         allowing for the protection of Confidential Information of AGIX and for
         the filing of patents on new intellectual property. Therefore, any
         manuscript, abstract, or presentation materials for which Erwin Gelfand
         is the controlling author and which describes research affecting
         MEKK-dependent signal transduction, CGRP, IL-10 antagonists, or
         CD40-dependent MEKK signal transduction in B lymphocytes shall be
         submitted to AGIX for review and comment not less than 30 days before
         the manuscript, abstract, or presentation materials are submitted to
         any journal or conference organizing body. NJMRC agrees to remove from
         such materials any Confidential Information identified by AGIX.
         Further, should AGIX decide to file a patent application (provisional
         or otherwise) during the 30 day review and comment period, the
         submission of manuscripts, abstracts or presentation materials shall,
         at AGIX's request, be deferred for up to 60 days following the
         expiration of the 30 day review and comment period or until AGIX has
         filed its patent application(s), whichever is earlier.

F.       Press Releases. AGIX shall provide NJMRC with an accurate copy of any
         proposed press release which refer by name to NJMRC at least two
         business days before scheduled release. NJMRC shall have the right to
         review and approve or edit such proposed press releases which may, at
         NJMRC's sole discretion, include the removal of any reference to NJMRC
         or its employees, provided that NJMRC shall provide AGIX with either
         its written approval or editorial changes within one business day of
         receiving the proposed press release, and provided that such approval
         shall not be unreasonably withheld.


                                       11
<PAGE>   12

VI.        PAYMENT TERMS

A.       Reports: Payment of Royalty: Payment Exchange Rate and Currency
         Conversions.

         (i)      Royalties Paid Quarterly. Within sixty (60) calendar days
                  following the close of each calendar quarter, following the
                  first commercial sale of a Licensed Product, AGIX shall
                  furnish to NJMRC a written report for the calendar quarter
                  showing the Net Sales of Licensed Product(s) sold by AGIX, its
                  Affiliates and its sublicensees in the Territory during such
                  calendar quarter and the Royalties and Sublicense Fees payable
                  under Paragraphs III-E, H and I of this Agreement for such
                  calendar quarter. Simultaneously with the submission of the
                  written report, AGIX shall pay to NJMRC, for the account of
                  AGIX or the applicable Affiliate or Sublicensee, as the case
                  may be, a sum equal to the aggregate Royalty and Sublicense
                  Fee, if any, due for such calendar quarter calculated in
                  accordance with this Agreement (reconciled for any previous
                  overpayments or underpayments),

         (ii)     Equity or Non-Cash Consideration. In the event that equity
                  consideration is received as Sublicense Fees by AGIX, then
                  AGIX will provide to NJMRC the applicable percentage of equity
                  consideration specified in Paragraph H of Section III within
                  thirty (30) days from the receipt of the equity by AGIX. In
                  the event that equity or non-cash payment received as
                  Sublicense Fees by AGIX is not readily divisible, then AGIX
                  will pay to NJMRC the applicable percentage of equity or
                  non-cash consideration as specified in Paragraph H of this
                  Section III within 30 days from the day when such equity or
                  non-cash consideration is converted to cash by AGIX.

         (iii)    Method of Payment. Payments to be made by AGIX to NJMRC under
                  this Agreement shall be paid by bank wire transfer in
                  immediately available funds to such bank account as is
                  designated in writing by NJMRC from time to time. AGIX shall
                  provide advance notice to NJMRC of the timing and amount of
                  such transfers so that NJMRC may efficiently ensure the
                  appropriate internal accounting for such funds. Royalties
                  shall be deemed payable by the entity making the Net Sales
                  from the country in which earned in local currency and subject
                  to foreign exchange regulations prevailing as of the date of
                  payment. Royalty payments shall be made in United States
                  dollars to the extent that free conversions to United States
                  dollars is permitted. The rate of exchange to be used in any
                  such conversion from the currency in the country where such
                  Net Sales are made shall be the rate of exchange used by AGIX
                  for reporting such sales for United States financial statement
                  purposes. If, due to restrictions or prohibitions imposed by
                  national or international authority, payments cannot be made
                  as set forth above, the Parties shall consult in good faith
                  with a view to finding a prompt and acceptable solution, and
                  AGIX will deal with such monies as NJMRC may lawfully direct
                  at no additional out-of pocket expense to AGIX.
                  Notwithstanding the foregoing, if royalties in any country
                  cannot be remitted to NJMRC for any reason within six (6)
                  months after the end of the Calendar Quarter during which they
                  are earned, then AGIX shall be obligated to deposit the
                  royalties in a bank account in such country in the name of
                  NJMRC.


                                       12
<PAGE>   13

B.       Maintenance of Records; Audits.

         (i)      Record Keeping by AGIX. AGIX and its Affiliates shall keep
                  complete and accurate records in sufficient detail to enable
                  the royalties payable hereunder to be determined. Upon
                  forty-five (45) days prior written notice from NJMRC, AGIX
                  shall permit an independent certified public accounting firm
                  of nationally recognized standing selected by NJMRC, at
                  NJMRC's expense, to have access during normal business hours
                  to examine pertinent books and records of AGIX and/or its
                  Affiliates as may be reasonably necessary to verify the
                  accuracy of the royalty reports hereunder. The examination
                  shall be limited to pertinent books and records for any year
                  ending not more than twenty four (24) months prior to the date
                  of such request. An examination under this Paragraph IV-B of
                  this Agreement shall not occur more than once in any calendar
                  year. AGIX may designate competitively sensitive information,
                  which such auditor may not disclose to NJMRC; provided
                  however, that such designation shall -------- ------- not
                  include the auditor's conclusions.

         (ii)     Limited Disclosure. The accounting firm shall disclose to
                  NJMRC only whether the royalty reports are correct or
                  incorrect and the specific details concerning any
                  discrepancies. No other information shall be provided to
                  NJMRC. All such accounting firms shall sign a confidentiality
                  agreement (in form and substance reasonably acceptable to
                  AGIX) as to any of AGIX's or its Affiliate's Confidential
                  Information which they are provided, or to which they have
                  access, while conducting any audit.

         (iii)    Underpayments/Overpayments. If such accounting firm correctly
                  concludes that additional royalties were owed during such
                  period, AGIX shall pay the additional royalties within thirty
                  (30) days of the date NJMRC delivers to AGIX such accounting
                  firm's written report so correctly concluding. If such
                  underpayment exceeds either: (a) five percent (5%), or (b)
                  $50,000 of the royalty correctly due to NJMRC, then the fees
                  charged by such accounting firm for the work associated with
                  the underpayment audit shall be paid by AGIX. Any overpayments
                  by AGIX will be credited against future royalty obligations.

         (iv)     Record Keeping by Sublicensees. AGIX shall include in each
                  Sublicense granted by it pursuant to this Agreement a
                  provision requiring the Sublicensee to make reports to AGIX,
                  to keep and maintain records of sales made pursuant to such
                  sublicensee and to grant access to such records by NJMRC's
                  independent accountant to the same extent required of AGIX
                  under this Agreement.

         (v)      Confidentiality of Financial Information. NJMRC shall treat
                  all financial information subject to review under this License
                  Agreement, or under any sublicensee agreement, as Confidential
                  Information in accordance with the confidentiality provisions
                  of this Agreement, and shall cause its accounting firm to
                  enter into an acceptable confidentiality agreement with AGIX
                  obligating it to retain all such financial information in
                  confidence pursuant to such confidentiality agreement.


                                       13
<PAGE>   14

         (vi)     Binding Records. Upon the expiration of twenty-four (24)
                  months following the end of any Calendar Year, the calculation
                  of royalties payable under this Agreement with respect to such
                  year shall be binding and conclusive upon the Parties, and
                  AGIX, its Affiliates and its Sublicensee shall be released
                  from any liability or accountability with respect to royalties
                  for such Calendar Year.

C.       Overdue Payments. All payments set forth in this Agreement shall, if
         overdue, bear interest until payment at a per annum rate of two percent
         (2%) above the prime interest rate in effect at the Wells Fargo Bank
         (Denver branch) on the due date, unless there is a good-faith dispute
         between the Parties regarding whether any payment or amount is due or
         payable. If there is a good-faith dispute between the Parties regarding
         whether any payment or amount is due or payable, then no interest shall
         accrue with respect to such disputed payment or amount until and unless
         such disputed payment or amount is agreed by both Parties to be due and
         payable, or until such disputed payment or amount is finally determined
         to be due and payable pursuant to Article XX of this Agreement. The
         payment of such interest shall not foreclose NJMRC from exercising any
         other rights it may have as a consequence of the lateness of any
         payment.


VII.       PATENT LITIGATION

A.       Defense. In the event of the institution of any suit by a third party
         against NJMRC, AGIX or its sublicensees or distributors for patent
         infringement involving the manufacture, use, sale, distribution or
         marketing of Licensed Products anywhere in the Territory, the Party
         sued shall promptly notify the other Party in writing. AGIX shall have
         the right, but not the obligation, to defend such suit at its own
         expense. NJMRC and AGIX shall assist one another and cooperate in any
         such litigation at the other's request, at the expense of the
         requesting Party.

B.       Right to Take Action. In the event that NJMRC or AGIX becomes aware of
         actual or threatened infringement of any Patent Rights anywhere in the
         Licensed Territory, that Party shall promptly notify the other Party in
         writing. AGIX shall have the first right, but not the obligation, to
         bring, at its sole expense with no expense to NJMRC, an infringement
         action against any third party. AGIX can use NJMRC's name in connection
         therewith and to name NJMRC as a party thereto if necessary. If AGIX
         does not commence a particular infringement action within ninety (90)
         days of receipt of the notice of infringement, then NJMRC, after
         notifying AGIX in writing, shall be entitled to bring such infringement
         action at its own expense. The Party conducting such action shall have
         full control over its conduct, including settlement of the infringement
         action. In any event, NJMRC and AGIX shall assist one another and
         cooperate in any such litigation at the other's request at the expense
         of the requesting Party.

C.       Recovery. NJMRC and AGIX shall recover their respective actual and
         reasonable out-of-pocket expenses, or equitable proportions thereof,
         associated with any litigation or settlement of the infringement action
         from any recovery made by any Party. Any excess amount shall be shared
         equally between AGIX and NJMRC, provided in no event shall NJMRC's
         share of the excess amount exceed the royalties which would otherwise
         be due NJMRC under this Agreement.


                                       14
<PAGE>   15

D.       Cooperation. The Parties shall keep one another informed of the status
         of and of their respective activities regarding any litigation or
         settlement of any infringement action concerning Licensed Products or
         Patent Rights.

E.       Royalty Payment Reductions During Litigation.

         (i)      In the event that a third party sues AGIX, its Affiliate, or
         its Sublicensee, in any court or agency, alleging that any action such
         as manufacture, use, sale, offer for sale, exportation, importation,
         marketing, or promotion of a Licensed Product infringes or will
         infringe the third party's patents anywhere in the Licensed Territory,
         and provided that the complaint of said third party specifically
         alleges in writing that the practice of Patent Rights or Related
         Technology constituted or otherwise directly caused such alleged
         infringement, then, during the pendency of such litigation, AGIX and
         its Affiliate may withhold royalty payments and sublicense fees which
         it pays to NJMRC under Section III of this Agreement to cover costs and
         expenses associated with such litigation, including specifically and
         without limitations, any and all attorney's fees, court costs, expert
         witness fees, and travel costs. In no case shall the amount withheld be
         more than 50% of the royalties and sublicense fees specified under
         Section III.

         AGIX shall deposit all such withheld royalty payments and sublicense
         fees under this subparagraph (i) into an interest-bearing escrow
         account pending the final resolution of such litigation. In the event
         that a court of competent jurisdiction finally determines that AGIX',
         its Affiliate's, or its Sublicensee's manufacture, use, sale, offer for
         sale, exportation, importation, marketing, or promotion of a Licensed
         Product infringes, or will infringe, the third party's patents anywhere
         in the Licensed Territory, where such infringement is based on the use
         of Patent Rights or Related Technology, then all moneys in the escrow
         account at the time of such final determination shall belong to
         and shall be promptly refunded to AGIX or its Affiliate. Otherwise,
         upon a final resolution of the litigation, all moneys in the escrow
         account shall belong to and shall be promptly paid to NJMRC.

         (ii)     In the event that AGIX or its Affiliate, brings any
         infringement action against any third party, in any court or agency,
         alleging that that the third party's manufacture, use, sale, offer for
         sale, exportation, importation, marketing, or promotion of any method
         of product infringes or will infringe the Licensed Patents anywhere in
         the Licensed Territory, then, during the pendency of such litigation,
         AGIX and its Affiliate may withhold royalty payments and sublicense
         fees which it pays to NJMRC under Section III of this Agreement to
         cover costs and expenses associated with such litigation, including
         specifically and without limitations, any and all attorney's fees,
         court costs, expert witness fees, and travel costs. In no case shall
         the amount withheld be more than 50% of the royalties and sublicense
         fees specified under Section III.

         AGIX shall deposit all such withheld royalty payments and sublicense
         fees under this subparagraph (ii) into an interest-bearing escrow
         account pending the final resolution of such litigation. In the event
         that a court of competent jurisdiction finally determines that the
         third party's manufacture, use, sale, offer for sale, exportation,
         importation, marketing, or promotion of any method of product infringes
         or will infringe any valid Licensed Patent anywhere in the Licensed
         Territory, then the moneys in the escrow account shall be belong to


                                       15
<PAGE>   16

         and shall be promptly paid to AGIX or its Affiliate, except for an
         offset amount equal to any damages awarded to and collected by AGIX or
         its Affiliate, which offset amount (not to exceed the total amount of
         moneys in the escrow account) shall be paid to NJMRC. In the event that
         a court of competent jurisdiction finally determines that the third
         party does not infringe any valid Licensed Patent anywhere in the
         Licensed Territory, then all moneys in the escrow account shall belong
         to and shall be promptly paid to AGIX or its Affiliate.

VIII.      WARRANTIES AND REPRESENTATIONS

A.       Warranty of Title. NJMRC warrants and represents that, as of the
         Effective Date, it owns the entire right, title and interest in the
         Patent Rights, and Related Technology provided to AGIX under this
         Agreement, and that it otherwise has the right to enter into this
         Agreement. NJMRC further warrants and represents that it will not
         encumber any such Patent Rights and Related Technology with liens,
         mortgages, security interests or otherwise. NJMRC further warrants that
         any employee who worked on the inventions disclosed and claimed in the
         Patent Rights or Related Technology was under an obligation to assign
         his or her entire right, title and interest in any and all inventions
         to NJMRC. NJMRC further warrants and represents that there is nothing
         in any third party agreement NJMRC has entered into as of the Effective
         Date which, in any way, will limit NJMRC's ability to perform all of
         the obligations undertaken by NJMRC hereunder, and that it will not
         enter into any agreement after the Effective Date under which NJMRC
         would incur any such limitations.

B.       Warranty of Rights Granted. NJMRC warrants and represents that, as of
         the Effective Date, no other person or organization presently has any
         effective assignment, option, license, sublicense or any other similar
         rights granted directly or indirectly by NJMRC under Patent Rights or
         Related Technology to the extent that such relate to the making, having
         made, use, marketing, distributing or sale of Licensed Product within
         the Territory which would affect AGIX's rights and licenses to Patent
         Rights and Related Technology granted under this Agreement, except as
         may otherwise be permitted by this Agreement.

C.       Warranty of Complete Rights. NJMRC warrants and represents that, to the
         best of its knowledge, the Patent Rights and the Related Technology of
         Attachment B represent all of the rights and intellectual property
         which it owns or controls pertaining to MEKK Technology, CGRP
         Technology, IL-10 Technology, and CD40 technology as of the Effective
         Date, and further covenants that should it discover any additional
         rights or intellectual property pertaining to these Patent Rights which
         it owned or controlled as of the Effective Date, it shall promptly
         notify AGIX of such rights or intellectual property and cause the same
         to be included and incorporated into the Patent Rights and Related
         Technology licensed to AGIX under this Agreement without any additional
         consideration required by AGIX.

D.       Except as expressly set forth in this Agreement, NJMRC, ITS TRUSTEES,
         DIRECTORS, OFFICERS, EMPLOYEES, AND AFFILIATES MAKE NO REPRESENTATIONS
         AND EXTEND NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED
         INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS
         FOR A PARTICULAR PURPOSE, VALIDITY OR PATENTABILITY OF ANY


                                       16
<PAGE>   17

         CLAIMS UNDER PATENT RIGHT(S) -, WHETHER ISSUED OR PENDING, AND THE
         ABSENCE OF LATENT OR OTHER DEFECTS, WHETHER OR NOT DISCOVERABLE.
         NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS A REPRESENTATION MADE
         OR WARRANTY GIVEN BY NJMRC THAT THE PRACTICE BY AGIX OF THE LICENSE
         GRANTED HEREUNDER SHALL NOT INFRINGE THE PATENT RIGHTS OF ANY THIRD
         PARTY. IN NO EVENT SHALL NJMRC, ITS TRUSTEES, DIRECTORS, OFFICERS,
         EMPLOYEES AND AFFILIATES BE LIABLE FOR INCIDENTAL OR CONSEQUENTIAL
         DAMAGES OF ANY KIND RESULTING FROM AGIX'S EXERCISE OF THE RIGHTS
         GRANTED HEREIN, INCLUDING ECONOMIC DAMAGE OR INJURY TO PROPERTY AND
         LOST PROFITS, REGARDLESS OF WHETHER NJMRC SHALL BE ADVISED, SHALL HAVE
         OTHER REASON TO KNOW, OR IN FACT SHALL KNOW OF THE POSSIBILITY.

E.       AGIX represents and warrants to NJMRC that:

         (i)      The execution, delivery and performance of this Agreement by
         AGIX does not conflict with any agreement, instrument or understanding,
         oral or written, to which it is a party or by which it may be bound.
         AGIX is not currently a party to, and during the Term of this Agreement
         will not enter into any agreements, oral or written, that are
         inconsistent with its obligations under this Agreement.

         (ii)     AGIX is validly existing and in good standing under the laws
         of the country of its incorporation and has the corporate power and
         authority to enter into this Agreement. This Agreement has been duly
         executed and delivered by AGIX and constitutes the valid and binding
         obligation of AGIX, enforceable against it in accordance with the
         terms. The execution, delivery and performance of this Agreement have
         been duly authorized by all necessary action on the part of AGIX, its
         officers and directors.

F.       NJMRC represents and warrants to AGIX that:

         (i)      To the best of its knowledge, the execution, delivery and
         performance of this Agreement by NJMRC does not conflict with any
         agreement, instrument or understanding, oral or written, to which it is
         a party or by which it may be bound. NJMRC is not currently a party to,
         and during the Term of this Agreement will not enter into any
         agreements, oral or written, that are inconsistent with its obligations
         under this Agreement.

         (ii)     NJMRC is validly existing and in good standing under the laws
         of the country of its incorporation and has the corporate power and
         authority to enter into this Agreement. This Agreement has been duly
         executed and delivered by NJMRC and constitutes the valid and binding
         obligation of NJMRC, enforceable against it in accordance with the
         terms. The execution, delivery and performance of this Agreement have
         been duly authorized by all necessary action on the part of NJMRC, its
         officers and directors.

G.       Notwithstanding any other representation or warranty of NJMRC under
         this Agreement, NJRMC and AGIX acknowledge that NJMRC may have
         obligations to the third parties under certain agreements existing as
         of the Effective Date that may or may not take


                                       17
<PAGE>   18

         precedence over the rights in CD40 Technology, including U.S. Patent
         No. 6,132,978 and {*}, granted to AGIX by NJMRC hereunder.

IX.        INDEMNIFICATION

A.       AGIX agrees to indemnify, hold harmless, and defend NJMRC against any
         and all claims for death, illness, personal injury, property damage,
         patent infringement, and improper business practices arising out of
         AGIX'S exercise of its rights under this Agreement, including the
         manufacture, use, sale, or other disposition of Patent Rights or
         Licensed Products by AGIX or its Affiliates, Sublicensees, or
         customers, except where such claims are due to NJMRC's gross negligence
         or willful misconduct. Upon receipt of any notice, demand, or service
         of process involving any of the matters for which AGIX has agreed to
         hold NJMRC harmless, NJMRC shall promptly notify AGIX in writing of
         same. AGIX, at its election, shall have the right to take over or
         participate in the defense of any claim to which its indemnity
         attaches.

B.       AGIX shall at all times comply, through insurance or self-insurance,
         with all statutory workers' compensation and employers' liability
         requirements covering any and all employees with respect to activities
         performed under this Agreement.

C.       AGIX shall obtain and carry in full force and effect commercial product
         liability insurance which shall protect AGIX and NJMRC with respect to
         events covered in Paragraph IX.A. Such insurance shall be written by a
         reputable insurance company and shall require thirty (30) days written
         notice to be given to NJMRC prior to any cancellation or material
         change thereof. The limits of such insurance shall be such amounts as
         are customary in the industry. AGIX shall provide NJMRC, upon its
         request, with Certificates of Insurance evidencing the foregoing.

X.       TERMINATION

A.       With a 90 day prior written notice, AGIX may terminate this Agreement
         anytime with or without cause, solely at its own discretion. Should
         AGIX exercise this termination option, then all rights related to
         Patent Rights and Related Technology will revert to NJMRC. Any Stock
         Warrants unvested at the date of termination according to the schedule
         in Attachment C will expire.

B.       Either Party may terminate this entire Agreement (a) for breach by the
         other Party, upon sixty (60) days' prior notice to the breaching Party
         of such breach, provided the breach is not cured within such sixty (60)
         day period, or (b) upon fifteen (15) days' prior written notice, if the
         other Party becomes insolvent ceases to conduct its business or a
         receiver is appointed for its business or properties, or if a petition
         is filed by or against such Party under any provisions of any
         bankruptcy, insolvency or similar laws.

C.       Termination of this Agreement shall not relieve AGIX of its obligations
         to (i) pay NJMRC Royalties and Consideration for Related Technology due
         and unpaid at the time of termination, (ii) make available its books
         and records for inspection and/or audit by a certified accounting firm
         selected by NJMRC, and (iii) retain in confidence all Confidential


                                       18
<PAGE>   19

         Information for a period of three (3) years following termination of
         this Agreement except as otherwise provided in this Agreement.

D.       Any termination of this Agreement under this Section X shall be without
         prejudice as to any right of either Party under this Agreement with
         respect to any obligation of the other Party which has accrued on or
         prior to the effective date of such termination.


XI.      FORCE MAJUERE

If the performance of any part of this Agreement by either Party, or of any
obligation under this Agreement, is prevented, restricted, interfered with or
delayed by reason of any cause beyond the reasonable control of the Party liable
to perform, unless conclusive evidence to the contrary is provided, the Party so
affected shall, upon giving written notice to the other Party, be excused from
such performance to the extent of such prevention, restriction, interference or
delay, provided that the affected Party shall use its reasonable best efforts to
avoid or remove such causes of non-performance and shall continue performance
with the utmost dispatch whenever such causes are removed. When such
circumstances arise, the Parties shall discuss what, if any, modification of the
terms of this Agreement may be required in order to arrive at an equitable
solution.

XII.     GOVERNING LAW

This Agreement shall be deemed to have been made in the State of Georgia, U.S.A.
and its form, execution, validity, construction and effect shall be determined
in accordance with the laws of the State of Georgia, U.S.A.

XIII.    WAIVER OF BREACH

The failure of either Party at any time or times to require performance of any
provision of this Agreement shall in no manner affect its rights at a later time
to enforce the same. No waiver by either Party of any condition or term in any
one or more instances shall be construed as a further or continuing waiver of
such condition or term or of another condition or term.

XIV.     SEPARABILITY

In the event any portion of this Agreement shall be held illegal, void or
ineffective, the remaining portions of this Agreement shall remain in full force
and effect.

If any of the terms or provisions of this Agreement are in conflict with any
applicable statute or rule of law, then such terms or provisions shall be deemed
inoperative to the extent that they may conflict therewith and shall be deemed
to be modified to conform to such statute or rule of law.

In the event that the terms and conditions of this Agreement are materially
altered as a result of this Section XIII of this Agreement, the Parties will
renegotiate the terms and conditions of this Agreement to resolve any
inequities.


                                       19
<PAGE>   20

XV.      ENTIRE AGREEMENT

This Agreement, entered into as of the date written above, constitutes the
entire agreement between the Parties relating to the subject matter of this
Agreement and supersedes all previous writings and understandings. No terms or
provisions of this Agreement shall be varied or modified by any prior or
subsequent statement, conduct or act of either of the Parties, except that the
Parties may amend this Agreement by written instruments specifically referring
to and executed in the same manner as this Agreement. The captions and section
numbers used in this Agreement are inserted only as a matter of convenience and
do not define, limit, explain or modify the scope or intent of such sections or
otherwise affect this Agreement.

XVI.     Notices

Any notice, consent or approval permitted or required under this Agreement shall
be in writing, shall specifically refer to this Agreement, and shall be
effective on receipt, as evidenced in writing, when given by registered airmail
or certified mail, postage prepaid, or overnight courier, and addressed, unless
otherwise specified in writing, to the addresses of the Parties described below:

     For NJMRC:       Manager of Intellectual Property and Technology
                      Commercialization
                      National Jewish Medical and Research Center
                      1400 Jackson St.
                      Denver, CO 80206

with a copy to the Executive Vice President and Chief Administrative Officer at
NJMRC at the same address.

     For AGIX:        Vice President of Business & Corporate Development
                      AtheroGenics, Inc.
                      8995 Westside Parkway
                      Alpharetta, GA 30004

with a copy to:       Leonard A. Silverstein, Esq.
                      Long Aldridge & Norman LLP
                      303 Peachtree Street, Suite 5300
                      Atlanta, GA 30308


XVII.    ASSIGNMENT

This Agreement and the licenses herein granted shall be binding upon and inure
to the benefit of the successors in interest of the respective Parties. Neither
this Agreement nor any interest hereunder shall be assignable by either Party
without the written consent of the other Party, except that (i) in the event of
the sale or transfer by other means any or all of AGIX's entire business in the
Licensed Field to another owner, or the reorganization of AGIX into another
entity having the same or similar function, or transfer of some or all of the
rights hereunder to an Affiliate, or joint venture, no such consent is required
and all rights and obligations of this


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Agreement shall accrue to the new owner or entity, and (ii) NJMRC may assign its
rights to receive royalties without such consent.

XVIII.   RECORDING

AGIX shall have the right, at any time, to record, register, or otherwise notify
this Agreement in appropriate governmental or regulatory offices anywhere in the
Territory, and NJMRC shall provide reasonable assistance to AGIX in effecting
such recording, registering or notifying.

XIX.     MISCELLANEOUS

A.       NJMRC does not grant to AGIX and shall not grant to any third Party the
right, license or privilege to use NJMRC's name and likeness worldwide on or in
connection with the marketing and sale of the Licensed Products or as a
trademark thereon. AGIX shall have the right to market and advertise the
Licensed Products under AGIX's name, trademarks, trade names, labels and other
designations which shall remain and be the sole property of AGIX.

B.       To protect the Patent Rights, NJMRC and AGIX shall include a reference
in all publications or product literature covered by Patent Rights mentioning
that those products are covered by pending or issued patents.

C.       The rights and privileges granted hereunder to the parties shall inure
to the benefit of the parties and their Affiliates.

D.       No modification or waiver of any portion of this Agreement shall be
made without the written consent of both Parties unless such portion is in
violation of any laws.

E.       This Agreement shall not be construed as creating the relationship of
master and servant, principal and agent, or a co-partnership or joint venture
between the parties.

XX.      ARBITRATION

All disputes under this Agreement shall be submitted to an arbitration panel of
three by either Party, and if so submitted by either Party, shall be finally
settled by arbitration conducted in accordance with the applicable rules of the
American Arbitration Association in effect on the date of this Agreement. Such
arbitration shall take place at a location to be mutually agreed to by the
Parties. The arbitrator shall have substantial experience in the drafting and
negotiation of license and technology agreements, and shall apply the laws of
the State of Georgia. The decision by the arbitrator shall be binding and
conclusive upon the Parties, their successors, and assigns and they shall comply
with such decision in good faith, and each Party hereby submits itself to the
jurisdiction of the courts of the place where the arbitration is held, but only
for the entry of judgment with respect to the decision of the arbitrator
hereunder. Notwithstanding the foregoing, judgment upon the award may be entered
in any court where the arbitration takes place, or any court having
jurisdiction. The Parties shall bear the costs of arbitration equally.


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<PAGE>   22

XXI.     EXECUTION IN COUNTERPARTS

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

THE PARTIES, THROUGH THEIR AUTHORIZED OFFICERS, HAVE EXECUTED THIS AGREEMENT AS
OF THE DATE THE LAST REQUIRED SIGNATURE IS OBTAINED:


NATIONAL JEWISH MEDICAL RESEARCH CENTER  ATHEROGENICS, INC.


BY:      /s/ James D. Crapo              BY:      /s/ Russell M. Medford
       ------------------------                 -----------------------------
       James D. Crapo, M.D.                     Russell M. Medford, M.D., Ph.D.

TITLE: Executive VP for                  TITLE: President & Chief
       Academic Affairs                         Executive Officer

DATE:     22 June 2001                   DATE:     26 June 2001
       ------------------------                 -----------------------------


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<PAGE>   23


                                  ATTACHMENT A
                         PATENTS AND PATENT APPLICATIONS
I.       MEKK

-    Patent # 5,405,941, "MEKK Protein, Capable of Phosphorylating MEK"
-    Patent # 5,753,446, "Mitogen ERK Kinase Kinase (MEKK) Assay"
-    Patent # 5,854,043, "MEKK-Related Signal Transduction Kinases"
-    Patent # 5,910,417, "Regulation of Cytokine Production in a Hematopoietic
                         Cell"
-    Patent # 5,981,265, "Methods for Regulating MEKK Protein Activity
-    Patent # 6,074,861, "MEKK Proteins"
-    {*}
-    {*}
-    {*}
-    {*}
-    {*}
-    {*}
-    {*}



II.      CGRP

-    {*}



III.     IL-10

-    {*}



IV.      CD-40

-    Patent # 6,132,978, "Method to Regulate CD40 Signaling"
-    {*}


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<PAGE>   24


                                  ATTACHMENT B

                               RELATED TECHNOLOGY

All genetic constructs and cellular and animal research tools and reagents
developed by or under the direction of Gary Johnson, Ph.D. during his employment
at NJMRC from 01SEPT88 through 01FEB00:

(1)      directly relating to the research and development of products related
to Patent Rights; and

(2)      containing modifications of genetic elements (including either
deletions or additions) claimed in Patent Rights.

Related Technology shall specifically include:

- ES cell knockouts and knockout mice with deletions to MEKK1, 2, or 3

- Plasmids containing sequences that encode MEKK1, 2, 3, or 4.

- Transgenic cells and mice over-expressing MEKK 1, 2, 3, or 4.

Related technology shall also include data and information generated using the
above research tools and reagents to the extent such data and information is
necessary or desired for the manufacture, use, importation, offer for sale or
sale, sublicense of any compounds, products, targets, or technology claimed or
described under Patent Rights.

                                      * * *


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<PAGE>   25




                                  Attachment C
                         Stock Warrant Pricing & Vesting


NJMRC will receive a stock Warrant grant of 40,000 shares on the Effective Date
of the Agreement. The exercise price will equal the closing price of the stock
on the Effective Date. If AGIX stock price {*} on the Effective Date, NJMRC will
have the right to renegotiate the Warrant grant. One-fifth (8,000 shares) of the
Warrants shall vest on each anniversary of the Effective Date for 5 years.
Should AGIX terminate the Agreement, any unvested Warrants at date of
termination will expire. Should AGIX terminate the agreement during any year, a
prorata number of the next year's Warrants will vest based on the following
fraction: the numerator shall be the number of full months since the previous
anniversary of the Effective Date and the denominator shall be 12.


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