Unassociated Document


    Exhibit
      10.20

     

    CONFIDENTIAL
      TREATMENT REQUESTED:
      Certain
      portions of this document have been omitted pursuant to a request for
      confidential treatment and, where applicable, have been marked with an asterisk
      (“[*****]”) to denote where omissions have been made. The confidential material
      has been filed separately with the Securities and Exchange
      Commission.

    


     

    LICENSE
      AGREEMENT 


     

     

    By
      and among INTELLECT
      NEUROSCIENCES, INC.

     

     

    And

     

     

    AHP
      MANUFACTURING BV

     

     

    Acting
      through its Wyeth Medica Ireland Branch 

     

     

    And

     

     

    ELAN
      PHARMA INTERNATIONAL LIMITED

     

     

    May
      13,
      2008

     

     

    LICENSE
      AGREEMENT 

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

    This
      License Agreement
      ("Agreement") is entered into this day of May, 2008 (the "Execution Date")
      by
      and among INTELLECT NEUROSCIENCES, INC., a Delaware corporation, having offices
      at 7 West Street, 9th
      Floor,
      New York, NY
      10011,
      U.S.A. together with its Affiliates (hereinafter, collectively referred to
      as
      "Licensor") and AHP
      MANUFACTURING
      BV, acting through its Wyeth Medica Ireland Branch, a corporation registered
      in
      the Netherlands with offices at Great Comell, Newbridge, County Kildare, Ireland
      (hereinafter "Wyeth"), and ELAN PHARMA INTERNATIONAL LIMITED, a private company
      limited by shares organized under the laws of Ireland with offices at Monksland,
      Athlone, County Westmeath, Ireland (hereinafter "Elan" and, together with Wyeth,
      referred to herein as "Licensees"). Licensor, Wyeth and Elan may each be
      referred to herein individually as a "Party" and collectively as the "Parties".
      

     

    RECITALS
      

     

    A.
      Licensor owns certain patents and patent applications relating to certain
      antibodies, such patents and patent applications designated herein as the
      Licensed Patents (as defined below); 

     

    B.
      Wyeth
      Parent and Elan have entered into a collaboration with respect to the treatment
      and/or prevention of neurodegenerative conditions in humans associated with
      P-
      amyloid deposition using immunological approaches directed at one or more
      epitopes of AP Peptide (as defined below); and 

     

    C.
      Licensor and Licensees desire to enter into this Agreement to provide Licensees
      with certain license rights under the Licensed Patents for the research,
      development, manufacture and commercialization of Licensed Products (as defined
      below) and Licensor is willing to license to Licensees such rights under the
      terms and conditions of this Agreement. 

     

    AGREEMENT
      

     

    NOW
      THEREFORE, in consideration of the mutual covenants herein contained and
      intending to be legally bound, the Parties agree as follows: 

     

    1.
      DEFINITIONS 

     

    All
      references to Exhibits, Articles and Sections shall be references to Exhibits,
      Articles and Sections of this Agreement. In addition, except as otherwise
      expressly provided herein, the following terms in this Agreement shall have
      the
      following meanings: 

     

    1.01
       "Aβ
      Peptide" shall mean [*****]

     

    1.02
       "Affiliate"
      shall
      mean, with respect to any person or entity, any other person or entity which
      controls, is controlled by or is under common control with such person or
      entity. A person or entity shall be regarded as in control of another entity
      if
      it owns or controls at least fifty percent (50%) of the equity securities of
      the
      subject entity entitled to vote in the election of directors (or, in the case
      of
      an entity that is not a corporation, for the election of the corresponding
      managing authority), provided, however, that the term "Affiliate" shall not
      include subsidiaries or other entities in which a Party or its Affiliates owns
      a
      majority of the ordinary voting power necessary to elect a majority of the
      board
      of directors or other governing board, but is restricted from electing such
      majority by contract or otherwise, until such time as such restrictions are
      no
      longer in effect. 

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    1.03
       "Annual
      Net Sales" shall
      mean Net Sales for the period beginning January 1 and ending December 31 of
      the
      year in question. 

     

    1.04
       "Antibody"
      shall
      mean any molecule, which (a) comprises one or more immunoglobulin variable
      domain proteins, including, without limitation, (i) human, murine, humanized,
      chimeric, complementarity determining region (CDR) grafted, monospecific and
      bispecific antibodies, (ii) less than full-length antibody forms, such as Fv,
      Fab, and F(ab')2, (iii) single-chain antibodies, and (iv) antibody conjugates
      bound to a toxin, label or other moiety, and (b) is directed against or binds
      to
      AP Peptide. 

     

    1.05
       "[*****]
      Products" shall
      mean [*****]. 

     

    1.06
       "Calendar
      Quarter" shall
      mean the respective periods of three (3) consecutive calendar months ending
      on
      March 31, June 30, September 30 or December 31, for so long as this Agreement
      is
      in effect. 

     

    1.07
       "Combination
      Product(s)" shall
      mean any product containing both a pharmaceutically active agent or ingredient
      which constitutes a Licensed Product and one or more other pharmaceutically
      active agents or ingredients which do not constitute Licensed Products.


     

    1.08  "Control"
      or
"Controlled"
      shall
      mean with respect to any material, item of information or intellectual property
      right, the possession, whether by ownership, license or otherwise, of the right
      to grant a license, sublicense or other right with respect thereto.


     

    1.09
       "Covered
      Country(ies)" shall
      mean, with respect to a given Licensed Product, the country or countries in
      which there is then existing a Valid Claim covering the manufacture, use or
      sale
      of such Licensed Product. 

     

    1.10
       "Field"
      shall
      mean the treatment, prevention and/or diagnosis of diseases and/or conditions
      in
      humans, including but not limited to [*****] and
[*****]. 

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    1.11
       "First
      Commercial Sale" shall
      mean, with respect to a given Licensed Product in a given Covered Country in
      the
      Territory, the first sale of such Licensed Product by Licensees or their
      Affiliates or sublicensees for use in the Field to an independent Third Party
      who is not a sublicensee or an Affiliate of a sublicensee of Licensees following
      Regulatory Approval of such Licensed Product for use in the Field in such
      country. 

     

    1.12
       "Intellect
      Products" shall
      mean any therapeutic or prophylactic product or composition, other than a
[*****] Product, (a) that is or has been developed, conceived
      and/or reduced to practice by Licensor or (b) to which Licensor has acquired
      rights under a license or purchase from or through a Third Party and which
      is
      developed by Licensor. For the avoidance of doubt, Intellect Products include,
      but are not limited to, antibodies with specificity for a free amino or carboxy
      terminus of amyloid-beta protein, such as, without limitation, [*****]
and variants thereof, and exclude any such antibodies contained
      in a
[*****] Product. 

     

    1.13
       "Licensed
      Patents" shall
      mean (a) all patents and patent applications in the Territory claiming the
      benefit of [*****], (b) all patents and patent applications listed in Exhibit
      A
      attached hereto, throughout the Territory, (c) all patents and patent
      applications deemed Licensed Patents pursuant to Section 2.03, and (d) all
      substitutions, continuations, continuations-in-part, divisions, renewals,
      patents-of-addition, reissues, re-examinations, extensions, restorations,
      supplemental protection certificates, patent applications and patents throughout
      the Territory arising from, relating to or claiming priority to any patents
      and/or patent applications described in clauses (a), (b) and/or (c) above,
      to
      the full extent that each of the foregoing is owned or otherwise Controlled
      by
      Licensor as of the Execution Date or comes under the Control of Licensor during
      the term of this Agreement. 

     

    1.14
       "Licensed
      Products" shall
      mean any therapeutic, prophylactic and/or diagnostic product, the composition,
      manufacture or use of which would, but for the licenses granted by Licensor
      to
      Licensees herein, infringe a Valid Claim of a Licensed Patent owned or otherwise
      Controlled by Licensor. 

     

    1.15
       "Licensor
      Third Party Agreement" shall
      mean any agreement between Licensor and any Third Party that relates to any
      Licensed Patent, including, without limitation, any license or assignment that
      relates to any Licensed Patent. 

     

    1.16
       "[*****]"
      shall
      mean a state in which memory and/or cognition has declined and is abnormal
      for
      age and education, but the severity of which is insufficient to be consistent
      with [*****] and/or [*****]. 

     

    1.17
       "Net
      Sales" shall
      mean, with respect to a Licensed Product, all proceeds actually received by
      Licensees, or their Affiliates or sublicensees, from the sale of such Licensed
      Product to unrelated Third Parties who are not sublicensees or Affiliates of
      sublicensees of the Licensees, less amounts actually paid or accrued therefore
      by Licensees, or such Affiliates or sublicensees, for reasonable and customary
      deductions from such gross amounts for the following: 

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    (a)
      trade, cash, promotional and quantity discounts and wholesaler fees allowed
      and
      taken directly with respect to such sales; 

     

    (b)
      amounts repaid, credits or allowances granted for damaged goods, defects,
      expired dating, recalls, returns or rejections of Licensed Products and
      retroactive price reductions for Licensed Products; 

     

    (c)
      sales, excise, use, value added or similar taxes paid by or charged to the
      account of Licensees, or their Affiliates or sublicensees, (including, without
      limitation, duties or other governmental charges levied on, absorbed or
      otherwise measured by the billing amount, when included in billing, but not
      including franchise taxes or national, state or local taxes based on income);
      

     

    (d)
      charge back payments and rebates granted to (i) managed health care
      organizations, (ii) federal, stated and/or local governments or their agencies,
      (iii) purchasers and reimbursers, and/or (iv) trade customers, including,
      without limitation, wholesalers and chain and pharmacy buying groups;
      and

     

    (e)
      packing, freight, postage, shipping, customs duties and insurance charges to
      the
      extent included in the invoice price. 

     

    Net
      Sales
      shall be determined in accordance with GAAP, consistently applied. 

     

    If,
      on a
      country-by-country basis, a Licensed Product is sold as part of a bundle of
      distinct products (i.e. one price is charged for a number of distinct products
      that are not (i) packaged together with another Licensed Product or (ii) in
      a
      Combination Product form alone), the Net Sales for such Licensed Product shall
      be based on the ratio of the wholesale acquisition cost for such Licensed
      Product to the sum of the wholesale acquisition costs for each product in such
      bundle. By way of example, if the wholesale acquisition cost for such Licensed
      Product when sold separately is [*****], and the sum of the wholesale
      acquisition costs for each product in such bundle when sold separately if
      [*****], then the Net Sales attributable to the Licensed Product when sold
      as
      part of the bundle would be [*****] of the Net Sales of the bundle of products
      sold. 

     

    In
      the
      event that, on a country-by-country basis, a Licensed Product is sold in the
      form of a Combination Product, the Net Sales for such Combination Product will
      be calculated as follows. 

     

    (i)
       If
      Licensees, their Affiliates and/or sublicensees, separately sell, in such
      country (a) Licensed Products containing as their sole active ingredient(s)
      the
      same Antibody as is contained in such Combination Product and (b) other products
      containing as their sole active ingredient(s) the other active component(s)
      in
      such Combination Product, [*****]. 

     

    (ii)
       If
      Licensees, their Affiliates and/or sublicensees separately sell, in such
      country, Licensed Products containing as their sole active ingredient(s) the
      same Antibody as is contained in such Combination Product but do not separately
      sell, in such country, other products containing as their sole active
      ingredient(s) the other active component(s) in such Combination Product,
      [*****]. 

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    (iii)
       If
      Licensees, their Affiliates and/or sublicensees do not separately sell, in
      such
      country, Licensed Products containing as their sole active ingredient(s) the
      same Antibody as is contained in such Combination Product, but do separately
      sell other products containing as their sole active ingredient(s) the other
      active component(s) in such Combination Product, [*****]. 

     

    (iv) If
      Licensees, their Affiliates and/or sublicensees do not separately sell, in
      such
      country (a) Licensed Products containing as their sole active ingredient(s)
      the
      same Antibody as is contained in such Combination Product and (b) other products
      containing as their sole active ingredient(s) the other active component(s)
      in
      such Combination Product, [*****]. 

     

    Notwithstanding
      any provision of this Section 1.17 to the contrary, transfers of Licensed
      Products for testing, pre-clinical, clinical or developmental purposes or as
      samples shall not be considered a "sale" hereunder for royalty or other
      purposes. 

     

    1.18
       "Regulatory
      Approval"
      shall
      mean all technical, medical and scientific licenses, registrations,
      authorizations and approvals (including, without limitation, approvals of BLAs
      and NDAs or their foreign equivalents, supplements and amendments, pre- and
      post-approvals, pricing and third party reimbursement approvals, and labeling
      approvals) of any national, supra-national, regional, state or local regulatory
      agency, department, bureau, commission, council or other governmental agency,
      necessary for the commercial manufacture, distribution, marketing, promotion,
      offer for sale, use, import, export and sale of Licensed Product(s) in a given
      regulatory jurisdiction. For the sake of clarity, and without limiting the
      foregoing, Regulatory Approval shall not be achieved for a Licensed Product
      in a
      given country until any applicable pricing and governmental third party
      reimbursement approvals have also been obtained in such country. 

     

    1.19
       "Territory"
      shall
      mean the entire world. 

     

    1.20
       "Third
      Party(ies)"
      shall
      mean any person or entity other than Licensor or Licensees or their respective
      Affiliates. 

     

    1.21
       "Valid
      Claim"
      shall
      mean an issued and unexpired claim in a patent within the Licensed Patents,
      which claim has not been dedicated to the public, disclaimed, canceled,
      withdrawn, abandoned, revoked, or held invalid or unenforceable by a decision
      of
      a court or government agency of competent jurisdiction in an unappealed or
      unappealable decision.

     

    1.22 "Wyeth
      Parent" shall
      mean Wyeth, a Delaware corporation, the corporate parent of AHP Manufacturing
      BV. 

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

    2.
       RIGHTS
      GRANTED 

     

    2.01
       Exclusive
      License. Licensor
      hereby grants Licensees an exclusive (exclusive even as to Licensor) license,
      with the right to grant sublicenses, under the Licensed Patents to research,
      develop, use, have used, make, have made, offer for sale, sell, have sold,
      import and export [*****] Products in the Field in the
      Territory. For the avoidance of doubt, Licensor and any licensee, sublicensee,
      assignee, transferee or designee of Licensor shall, subject to the non-exclusive
      license granted to Licensees under Section 2.02, retain the right under the
      Licensed Patents to research, develop, use, have used, make, have made, offer
      for sale, sell, have sold, import and export Intellect Products, but shall
      not
      retain any right under the Licensed Patents to research, develop, use, have
      used, make, have made, offer for sale, sell, have sold, import and/or export
      any
[*****] Product. 

     

    2.02
       Non-Exclusive
      License. Licensor
      hereby grants each Licensee a non-exclusive license, with the right to grant
      sublicenses, under the Licensed Patents to research, develop, use, have used,
      make, have made, offer for sale, sell, have sold, import and export Licensed
      Products other than [*****] Products in the Field in the
      Territory. For the avoidance of doubt, the license granted under this Section
      2.02 shall in no way limit Licensees' exclusive rights to
[*****] Products under Section 2.01. 

     

    2.03
       Additional
      Patents. Other
      than [*****] and [*****], and foreign counterparts of such applications,
      Licensor represents that, as of the Execution Date, it is not aware of any
      other
      patent or pending patent application owned or otherwise Controlled by Licensor,
      which patent or patent application (a) is not listed in Exhibit A and included
      within the Licensed Patents licensed to Licensees under this Agreement, and
      (b)
      which Licensor reasonably believes would cover any Antibody or Licensed Product
      or contains claims that, once issued, would be infringed by the manufacture,
      use, offer for sale, sale, import or export of any Antibody or Licensed Product
      by Licensees or their respective Affiliates or sublicensees.
      If,
      during the term of this Agreement, Licensor acquires or otherwise obtains the
      right to grant a license or sublicense to any patent or patent application
      that
      (i) is not a Licensed Patent hereunder and (ii) Licensor reasonably believes
      would be infringed by the manufacture, use, offer for sale, sale, import or
      export of an Antibody or a Licensed Product by Licensees or their respective
      Affiliates or sublicensees ("Additional Patent"), Licensor shall promptly notify
      Licensees in writing and Licensees shall have the first right to negotiate
      a
      license to such Additional Patent under commercially reasonable terms. If the
      Parties have not concluded license negotiations within [*****],
      Licensor may then offer a Third Party the opportunity to license such Additional
      Patent. 

     

    2.04
       Updates
      to List of Licensed Patents. No
      less
      frequently than once per calendar year, Licensor shall provide Licensees with
      a
      written update of Exhibit A, setting forth any change in the status of the
      previously listed Licensed Patents and listing any newly filed, developed or
      acquired patent rights that constitute Licensed Patents. Upon the written
      approval of Licensees, each such update shall constitute an amendment to Exhibit
      A. For the avoidance of doubt, Licensor's delay in or failure to update Exhibit
      A pursuant to this Section 2.04 shall not in any way limit or otherwise impact
      the scope of Licensees' rights under this Agreement. 

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

    2.05
       Exclusive
      Option: 

     

    (a)
       Option
      Grant. In
      partial consideration of payment by Licensees of the License and Option Fee
      specified in Section 3.01, Licensor hereby grants Licensees an exclusive option
      to receive ownership of all of Licensor's right, title and interest in and
      to
      the Licensed Patents (the "Option"). 

     

    (b)
       Option
      Exercise. If
      at any
      time during the term of this Agreement (i) Licensor and its sublicensees have
      abandoned all activities related to research, development and commercialization
      of all Intellect Products that are covered by the Licensed Patents ("Covered
      Intellect Program") and (ii) no licenses granted by Licensor under the Licensed
      Patents (other than the licenses granted to Licensees under this Agreement)
      remain in force, Licensor shall notify Licensees in writing (such notice
      referred to herein as a "Cessation Notice"). Licensor shall have sole discretion
      to identify the circumstances and timing that constitute an abandonment
      described in clause (i) above; provided, however, that a failure by Licensor
      to
      incur expenses relevant to such Covered Intellect Program of more than
[*****], shall constitute such an abandonment. Licensor shall
      deliver the Cessation Notice to Licensees within [*****] that
      the conditions set forth in clauses (i) and (ii) are met. The Option granted
      to
      Licensees under Section 2.05(a) above may be exercised by Licensees within
      [*****] (the "Option Period") after receipt of the Cessation
      Notice. If Licensees wish to exercise the Option, Licensees shall provide
      Licensor or its legal representatives with written notice (the "Option Exercise
      Notice") of an election to so exercise the Option. Following delivery of the
      Option Exercise Notice, Licensor shall and hereby does assign and agree to
      assign to Licensees all of Licensor's right, title and interest in and to the
      Licensed Patents and shall execute and deliver to Licensees one or more
      confirmatory patent assignments covering all such Licensed Patents in the form
      set forth in Exhibit B hereto, as such form may be revised by Licensees to
      reflect the specific filing requirements of each relevant patent authority
      in
      the Territory. Further, Licensor shall execute and deliver to Licensees all
      documents and perform all acts requested by Licensees for the purposes of (a)
      documenting and/or recording the assignment of the Licensed Patents to Licensees
      in all jurisdictions throughout the Territory and (b) enabling Licensees or
      their designated Affiliates to prosecute and maintain the Licensed Patents
      in
      all jurisdictions throughout the Territory. 

     

    2.06
       Authority
      and Responsibility for Licensed Products. Licensees
      shall have sole and exclusive authority, control and responsibility in all
      matters relating to the research, development, Regulatory Approval, manufacture
      and commercialization of Licensed Products. Except as expressly provided in
      this
      Agreement, neither Licensee shall be deemed to have granted to Licensor or
      any
      of its licensees, sublicensees, assignees, transferees or designees any license
      or other right with respect to the Licensed Products or any intellectual
      property rights or other rights owned or otherwise Controlled by Licensees.
      

     

    2.07 Covenant
      Not To Assert Certain Patent Rights. Licensor
      shall not, and Licensor shall not grant any Third Party any right to, assert
      against either or both Licensees, any Affiliates of either Licensee and/or
      any
      Third Party sublicensees of one or both Licensees (collectively, the "Non-Assert
      Parties") any United States or foreign patent issuing from, relating to or
      claiming priority to [*****],[*****],[*****],[*****] and/or [*****]
      (collectively, the "Non-Assert Patents"). Without limiting the foregoing,
      Licensor shall not, and Licensor shall not grant any Third Party any right
      to,
      bring any lawsuit or other action against any Non-Assert Party claiming that
      the
      research, development, manufacture, use, sale, offer for sale and/or importation
      of any Antibody or Licensed Product infringes any one or more Non-Assert
      Patents. 

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

    3.
       PAYMENTS,
      ROYALTIES, REPORTS 

     

    3.01
       License
      and Option Fee. Within
      [*****] days after the Execution Date, in consideration of the
      licenses granted under Section 2.01 and Section 2.02 and the Option granted
      under Section 2.05 hereof, Licensees collectively shall pay to
      Licensor [*****] (the "License and Option Fee").


     

    3.02
       Patent
      Milestones. As
      consideration for Licensor's performance of its obligations under this
      Agreement, including, without limitation, the performance of Licensor's
      obligations under Article 5, promptly following successful completion of each
      of
      the following events, Licensor shall provide Licensees with written notice
      that
      such event has occurred (each such notice referred to herein as an "Issuance
      Notice"). Within [*****] following Licensees' receipt of an
      Issuance Notice for each such event, Licensees collectively shall pay Licensor
      the designated amount corresponding to such event: 

     

    
      	
              (a)    Upon
                grant in the United States of Licensed Patent with at least one Valid
                Claim that covers (i) the pharmaceutical  composition of
                [*****], or (ii) the method of manufacture for
                [*****], or (iii) the use of [*****] for
                the treatment of [*****] or [*****]:
                

            	
              [*****]

            
	 	 
	
              (b)    Upon
                grant by the European Patent Office of Licensed Patent with at least
                one
                Valid Claim that covers (i) the pharmaceutical composition of
                [*****], or (ii) the method of manufacture for
                [*****], or (iii) the use of [*****] for
                the treatment of [*****] or [*****]:
                

            	
              [*****]

            


    

     

    Each
      payment described in clauses (a) and (b) above shall be payable one time only,
      regardless of the number of times each event occurs. 

     

    3.03
       Sales
      Milestone. Within
      [*****] after Licensees achieve Annual Net Sales in excess of
[*****] for any Licensed Product in the Covered
      Countries,
      Licensees collectively shall pay Licensor [*****]. Such payment
      is payable one time only, regardless of the number of Licensed Products that
      reach such Annual Net Sales in such Covered Countries. 

     

    3.04
       Royalties.
      

     

    (a)
      Subject to the reductions, offsets and withholdings specified in Sections 3.06,
      3.09, 3.12 and 4.03, and in further consideration of the rights and licenses
      granted under Article 2, on a Licensed Product-by-Licensed Product and Covered
      Country-by-Covered Country basis during the applicable Royalty Term (as defined
      below), Licensees collectively shall pay Licensor the following marginal
      royalties on Annual Net Sales of each Licensed Product in each Covered Country:
      

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    

      
        	 	
                Marginal
                  Royalty Rate 

              
	
                Annual
                  Net Sales Level 

              	
                (%
                  of
                  Annual Net Sales) 

              
	
                Up
                  to and including [*****]

              	
                [*****]

              
	
                Greater
                  than [*****] and up to and including
                  [*****]

              	
                [*****]

              
	
                Greater
                  than [*****] and up to and including
                  [*****]

              	
                [*****]

              
	
                Greater
                  than [*****]

              	
                [*****]

              


      

    

     

    (b)
      The
      percentages set forth above apply only to the amount of Annual Net Sales for
      a
      given Licensed Product that falls within the specified range. For example,
      if
      Annual Net Sales for such a Licensed Product in a given Covered Country were
      [*****], Licensees would pay a royalty of
[*****] on the first [*****] of such Net Sales
      in such Covered Country and a royalty of [*****] on the
      remaining [*****] of such Net Sales in such Covered Country.


     

    (c)
      For
      the avoidance of doubt, Licensees shall not be required to pay any royalties
      to
      Licensor with respect to Net Sales of any Licensed Product in any country that
      is not a Covered Country with respect to such Licensed Product. 

     

    (d)
      The
      obligation to pay royalties under this Agreement shall be imposed only once
      with
      respect to the sale of the same unit of a Licensed Product, regardless of how
      many Valid Claims included within the Licensed Patents would, but for the
      licenses granted to Licensees under this Agreement, be infringed by the
      manufacture, use or sale of such Licensed Product in the Covered Countries.
      

     

    3.05
      Royalty Term. 

     

    (a)
      The
      royalty term shall be, on a Covered Country-by-Covered Country and Licensed
      Product-by-Licensed Product basis, the period [*****] (the
      "Royalty Term"). 

     

    (b)
      At
      the end of the Royalty Term for a given [*****] Product in a
      given country, the licenses granted by Licensor to Licensees under this
      Agreement shall become fully paid-up, perpetual, irrevocable, royalty-free,
      exclusive licenses with respect to such [*****] Product in such
      country. 

     

    (c)
      At
      the end of the Royalty Term for a given Licensed Product other than a
[*****] Product in a given country, the licenses granted by
      Licensor to Licensees under this Agreement shall become fully paid-up,
      perpetual, irrevocable, royalty-free, non-exclusive licenses with respect to
      such Licensed Product in such country. 

     

    
      
        
        

      

      
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    3.06
       Royalties
      to Third Parties. In
      the
      event that one or both Licensees are required to pay to one or more Third
      Parties any royalties based on the sale of any Licensed Product in any country
      ("Third Party Royalties"), Licensees may deduct [*****] of such
      Third Party Royalties from the royalties otherwise payable to Licensor under
      Section 3.04(a), provided,
      however, that
      in
      no event shall such deduction based on Third Party Royalties reduce the amount
      of the royalty otherwise payable to Licensor for the sale of such Licensed
      Product in such country by more than [*****]. 

     

    3.07
       Most
      Favored Licensee. In
      the
      event that Licensor grants or has granted to any Third Party a license under
      the
      Licensed Patents, which license requires such Third Party to pay less than
      any
      of the payments and/or royalties set forth in this Article 3, such lesser
      payments and royalties shall be substituted for the payments and royalties
      payable by Licensees under this Agreement, and any amounts paid by Licensees
      prior to the issuance of such Third Party license in excess of such lesser
      payments and royalties shall be credited against future payments and/or
      royalties payable by Licensees to Licensor under this Agreement. 

     

    3.08
       Sales
      Among Affiliates and Sublicensees. Sales
      or
      other transfers between and among Licensees and their Affiliates or sublicensees
      of Licensed Products which are subsequently resold by Licensees or their
      Affiliates or sublicensees shall not be subject to royalty, but in such cases
      royalties shall accrue and be calculated on the subsequent sale or other
      transfer of such Licensed Products to a Third Party, other than a sublicensee
      or
      their Affiliates. 

     

    3.09
       Currency
      Conversion. All
      amounts payable to Licensor under this Agreement shall be payable in U.S.
      Dollars by wire transfer to a bank account designated in writing by Licensor.
      In
      the case of royalties payable pursuant to Section 3.04, all amounts payable
      shall first be calculated in the currency of the Covered Country of sale and
      then converted into U.S. Dollars in accordance with Licensee's customary and
      usual translation procedures, consistently applied. Notwithstanding the
      foregoing, if by reason of any restrictive exchange laws or regulations,
      Licensees shall be unable to convert to U.S. Dollars the amount, determined
      as
      provided above, which is equivalent to the amount due to Licensor hereunder
      (or
      if able to convert, where restricted or prohibited from remitting such royalties
      in U.S. Dollars) then Licensees shall notify Licensor promptly with a written
      explanation of the circumstances. In such event, all such payments, or the
      balance due hereunder shall be remitted in U.S. Dollars as soon as reasonably
      possible after and to the extent that such restrictive exchange laws or
      regulations are lifted to permit conversion of the above-mentioned amount to
      U.S. Dollars. 

     

    
      
        
        

      

      
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    3.10
       Royalty
      Report. Licensees
      agree to make written reports and royalty payments to Licensor within
[*****] after the close of each Calendar Quarter during the
      term of this Agreement, beginning with the Calendar Quarter in which the date
      of
      the First Commercial Sale of a Licensed Product following Regulatory Approval
      occurs. These reports shall state for the Calendar Quarter in question:
[*****]. No later than at the time of the making of each such
      report, Licensees shall make any payment due to Licensor of royalties for the
      Calendar Quarter covered by such report by wire transfer to the following
      account (or such other account as Licensor may designate in writing to Licensees
      from time to time): 

     

    Bank:
      [*****] 

    [*****]
      

    Routing
      Number: [*****] 

    Account
      Number: [*****] 

    Account
      Holder: [*****] 

     

    All
      information contained in reports made by Licensees pursuant to this Section
      3.10
      shall be deemed to be Confidential Information of Licensees and shall be treated
      as such by Licensor in accordance with Article 7 hereof. 

     

    3.11
       Inspection.
      Licensees
      agree to keep, and to require their applicable Affiliates and sublicensees
      to
      keep, clear and accurate records of Net Sales of Licensed Products for a period
      of at least [*****] after the Calendar Quarter during which
      such Net Sales were generated. Such records shall include sufficient detail
      to
      enable the royalties payable hereunder to be accurately determined. Licensees
      further agree to permit such records, and to require any of their applicable
      Affiliates or sublicensees to permit such records, to be examined by an
      independent accounting firm selected by Licensor and reasonably satisfactory
      to
      Licensees from time-to-time, but not more than once each calendar year and
      provided that such examination shall be limited to the records pertaining to
      the [*****] period preceding the
      examination. Licensees and their applicable Affiliates and sublicensees may
      require such independent accountant to sign a standard non-disclosure agreement
      prior to allowing such accountant to examine such records. Upon completion
      of
      such examination, the accountant shall report in writing to Licensor and
      Licensees only whether the royalty reports and royalties paid were correct
      or
      incorrect, the amount of any overpayment or underpayment and the basis for
      any
      discrepancies. No other information shall be provided to Licensor. Such
      examination shall occur during Licensees' and their applicable Affiliates'
      and
      sublicensees' normal business hours at one or more facilities reasonably
      designated by Licensees. Such examination is to be made at the expense of
      Licensor, except in the event that the results of the audit reveal that
      Licensees underpaid royalties to Licensor by [*****]
or
      more,
      then the audit fees shall be paid by Licensees. Any payment discrepancy
      identified by the independent accountant will be promptly corrected by a payment
      or refund, as appropriate. 

     

    3.12
       Withholding.
      Licensees
      may withhold from payments and royalties due to Licensor amounts for payment
      of
      any tax, duties, levies or other charges on Licensor that Licensees are required
      to withhold on Licensor's behalf in accordance with applicable laws and/or
      regulations. Proof of payment of such taxes shall be secured, if available,
      and
      sent to Licensor as evidence of such payment in such form as required by the
      taxing or other governmental authorities having jurisdiction over Licensees.
      Licensees agree to reasonably cooperate with Licensor to take advantage of
      any
      tax treaty, including without limitation, any double taxation agreements or
      similar agreements that may be available, in order to enable Licensees to make
      such payments to Licensor without any deduction or withholding. 

     

    
      
        
        

      

      
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    3.13
       Disclaimer.
      Licensor
      acknowledges and agrees that nothing in this Agreement shall be construed as
      representing any estimate or projection of either (a) the number of Licensed
      Products that will or may be successfully developed, manufactured or
      commercialized or (b) anticipated sales or the actual value of any Licensed
      Product. Licensees make no representation or warranty, either express or
      implied, that (i) Licensees will be able to successfully develop, manufacture
      or
      commercialize any Licensed Product, (ii) if commercialized, any Licensed Product
      will achieve any particular sales level, or (iii) Licensees will devote any
      level of diligence or resources to the development, manufacture or
      commercialization of any Licensed Product. 

     

    4.
       THIRD
      PARTIES 

     

    4.01
       Existing
      Agreements. Subject
      to the provisions of Section 3.06, Licensees shall be solely responsible for
      all
      of their existing contractual obligations to all Third Parties relating to
      the
      Licensed Products. Licensor shall be solely responsible for all of its existing
      contractual obligations to all Third parties relating to the Licensed Patents.
      

     

    4.02
       Future
      Licenses. In
      the
      event Licensees determine that it is necessary or useful to obtain additional
      licenses to intellectual property of Third Parties that relate to the Licensed
      Patents or the Licensed Products in order to research, develop, manufacture
      or
      commercialize the Licensed Product(s), Licensees shall, at their sole
      discretion, control the negotiation and procurement of any such license
      agreements, but Licensees would not be obligated to procure any such license
      agreements. Any royalties paid by one or both Licensees to one or more Third
      Parties under any such additional licenses shall be considered to be Third
      Party
      Royalties in accordance with Section 3.06. 

     

    4.03
      Third Party Infringement. 

     

    (a)
      In
      the event a Party becomes aware of any possible or actual Third Party
      infringement of the Licensed Patents, that Party shall promptly notify the
      other
      Parties and provide each of them with full details. 

     

    (b)
      With
      respect to any Licensed Product made, used, sold, imported or exported by a
      Third Party which Licensees reasonably believe infringes a claim of one or
      more
      Licensed Patents, at the written request of Licensees ("Written Request"),
      Licensor shall, at Licensee's expense, commence suit or other proceedings and/or
      file any claims appropriate to abate such infringement ("Enforcement"), engaging
      legal counsel mutually acceptable to all Parties. Licensees, at their sole
      election, shall have the right, but not the obligation, to be joined as party
      plaintiffs in any such Enforcement to the full extent permitted by law in the
      relevant jurisdiction. In resolving any Enforcement (or related settlement)
      initiated by Licensor as described above, Licensor and Licensees shall first
      be
      reimbursed [*****] of any funds remaining from the sums
      recovered in the Enforcement or its settlement. In the event Licensor has not
      commenced Enforcement (through mutually agreed upon counsel) within thirty
      (30)
      days after receiving such Written Request from Licensees, then Licensees shall
      have the right, but not the obligation, to initiate Enforcement at their own
      expense and to join Licensor as a party plaintiff in any such suit or
      proceeding, if required by law in the relevant jurisdiction and at no cost
      or
      expense to Licensor. In resolving any such Enforcement initiated by Licensees,
      Licensees shall be entitled to receive and retain any and all sums recovered
      in
      the Enforcement or its settlement. 

     

    
      
        
        

      

      
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    (c)
      With
      respect to any infringing activity set forth in clause b above, and any other
      infringement of Licensed Patents by a Third Party, if Licensor fails to commence
      any suit or proceeding or otherwise abate such infringement within
[*****] of the date that Licensor first becomes aware of such
      infringement, all royalties and other payments payable by Licensees hereunder
      shall automatically be reduced by [*****] ("Infringement
      Abatement"). For the avoidance of doubt, any such Infringement Abatement shall
      be calculated independently of, and applied in addition to, any abatement for
      Third Party Royalties pursuant to Section 3.06. 

     

    (d)
      For
      the sake of clarity, it shall not be an act of infringement of Licensed Patents
      for Licensor or any licensee, sublicensee, assignee, transferee or designee
      of
      Licensor to research, develop, use, have used, make, have made, offer for sale,
      sell, have sold, import or export Intellect Products. 

     

    5.
       PROSECUTION
      AND MAINTENANCE OF LICENSED PATENTS 

     

    Subject
      to the provisions of this Article 5, Licensor shall have the sole right and
      obligation to prepare, file, prosecute and maintain the Licensed Patents in
      the
      Territory. Licensor shall keep Licensees advised of the status of all patent
      filings, including, without limitation, the grant of Licensed Patents and shall
      promptly provide advance copies of any official correspondence received in
      respect of the filing, prosecution and maintenance of such patent filings for
      review and comment by Licensees. If Licensor elects not to file, or ceases
      to
      prosecute and/or maintain any Licensed Patent (a) Licensees shall have the
      right
      to file and/or continue prosecution and maintenance thereof, (b) Licensor shall
      execute such documents and perform such acts, at Licensees' expense, as may
      be
      necessary to permit Licensees to undertake responsibility for such Licensed
      Patents and (c) at the request of one or both Licensees, Licensor shall assign
      all right, title, and interest in and to such Licensed Patents to Licensees,
      and
      shall execute all necessary documents to perfect title in one or both Licensees,
      as directed by Licensees, at the expense of Licensees. Further, if Licensor
      elects not to file, or ceases to prosecute and/or maintain any Licensed Patent,
      Licensees shall no longer be obligated to pay Licensor any patent milestone
      payments under Section 3.02, any sales milestone payment under Section 3.03
      or
      any royalty payments under Sections 3.04 or 3.10 with respect to such Licensed
      Patent, and shall be relieved of their royalty reporting obligations in respect
      of such Licensed Patent under Section 3.10. 


     

    6.
       REPRESENTATIONS
      AND WARRANTIES 

     

    6.01
       Representations
      and Warranties of Each Party. Each
      Licensee hereby represents and warrants to Licensor, and Licensor hereby
      represents and warrants to each Licensee, that it knows of no legal reason
      to
      prevent it from entering into this Agreement and that: 

     

    
      
        
        

      

      
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    (a)
      as of
      the Execution Date, it is a corporation or entity duly organized and validly
      existing under laws of the state or other jurisdiction of incorporation or
      formation; 

     

    (b)
      the
      execution, delivery and performance of this Agreement by such Party has been
      duly authorized by all requisite corporate action and does not require any
      stockholder action or approval; 

     

    (c)
      it
      has the power and authority to execute and deliver this Agreement and to perform
      all of its obligations hereunder; 

     

    (d)
      this
      Agreement is a legal and valid obligation binding upon the Parties and
      enforceable in accordance with its terms, subject to applicable limitation
      on
      such enforcement based on bankruptcy laws and other debtors' rights; and


     

    (e)
      its
      execution, delivery and performance of this Agreement will not conflict in
      any
      material fashion with the terms of any other agreement or instrument to which
      it
      is or becomes a party or by which it is or becomes bound, nor violate any law
      or
      regulation of any court, governmental body or administrative or other
      governmental agency having authority over it. 

     

    6.02
       Additional
      Representations by Licensor. In addition
      to the representations and warranties of Licensor contained elsewhere in this
      Agreement, Licensor hereby represents and warrants to Licensees that:


     

    (a)
      as of
      the Execution Date, the Licensed Patents are existing and, to the best knowledge
      of Licensor, are not invalid or unenforceable, in whole or in part;


     

    (b)
      the
      patents, patent applications and related patent rights set forth in Exhibit
      A
      constitute all Licensed Patents in existence as of the Execution Date;


     

    (c)
      as of
      the Execution Date, the Licensed Patents constitute all patents, patent
      applications and other patent rights owned or otherwise Controlled by Licensor
      which relate specifically or generally to Antibodies; 

     

    (d)
      except as set forth in Schedule 6.02(d), all Licensed Patents in existence
      as of
      the Execution Date are properly registered and recorded in each applicable
      jurisdiction in the name of Intellect Neurosciences, Inc.; 

     

    (e)
      Licensor has and will have the full right, power, authority and ability to
      grant
      (i) all of the right, title and interest in the licenses it has granted or
      is
      required to grant to Licensees under this Agreement and (ii) all other rights
      it
      has granted or is required to grant to Licensees under this Agreement;


     

    (f)
      as of
      the Execution Date, other than the Licensed Patents, Licensor does not own
      or
      otherwise Control any patents or other intellectual property rights that, to
      the
      knowledge of Licensor, may be infringed by the research, development,
      use,
      manufacture,
      offer for sale, sale, import or export of Licensed Products in the Field in
      the
      Territory by Licensees or their respective Affiliates as contemplated by this
      Agreement; 

     

    
      
        
        

      

      
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    (g)
      Licensor is the sole and exclusive owner of the Licensed Patents existing as
      of
      the
      Execution Date, all of which are free and clear of any liens, charges,
      encumbrances and/or other rights of any one or more Third Parties, contingent
      or
      otherwise, other than Third Party rights under any Licensor Third Party
      Agreements in effect as of the Execution Date; 

     

    (h)
      except as set forth in Schedule 6.02(h), as of the Execution Date (i) there
      are
      no Licensor Party Agreements, (ii) no Third Party has any right, title or any
      license under, any of the Licensed Patents, (iii) no Licensor Third Party
      Agreement conflicts with any license or other right granted by Licensor to
      Licensees hereunder and (iv) Licensor is in compliance in all material respects
      with all Licensor Third Party Agreements in effect as of the Execution Date;
      

     

    (i)
      as of
      the Execution Date, no composition, method or other invention covered by any
      Licensed Patent was developed pursuant to or is subject to any funding agreement
      with any government or governmental agency; and 

     

    (j) to
      the
      best of its knowledge, as of the Execution Date there are no claims, judgments
      or settlements against or owed by Licensor (whether existing, pending or
      threatened) relating to the Licensed Patents. 

     

    6.03
       Additional
      Covenants by Licensor. In
      addition to the other covenants made by Licensor elsewhere in this Agreement,
      Licensor hereby covenants to Licensees that, during the term of this Agreement:
      

     

    (a)
      Licensor shall use commercially reasonable efforts (i) to take all actions
      necessary to maintain the validity and enforceability of the Licensed Patents
      and preserve the rights granted to Licensees hereunder and (ii) not to take
      any
      action that may reasonably be expected to diminish the validity or
      enforceability of the Licensed Patents or otherwise diminish the rights under
      the Licensed Patents granted to Licensees hereunder; 

     

    (b)
      Licensor shall (i) promptly, but in no event later than thirty (30) days
      following execution, notify Licensees in writing of any Licensor Third Party
      Agreement that Licensor enters into following the Execution Date and (ii) not
      enter into any Licensor Third Party Agreement that adversely affects the rights
      granted to Licensees under this Agreement or the ability of Licensor to perform
      its obligations under this Agreement, but for the sake of clarity, a
      non-exclusive license by Licensor of the Licensed Patents for products other
      than [*****] Products shall not, in and of itself, be
      considered as an agreement that adversely affects the rights granted to
      Licensees under this Agreement; 

     

    (c)
      Licensor shall notify Licensees in writing of any allegation that Licensor
      has
      breached its obligations under any Licensor Third Party Agreement promptly,
      but
      in no event later than thirty (30) days following Licensor's first receipt
      or
      knowledge of such allegation; and 

     

    (d)
       Licensor
      shall promptly execute any documents and perform any acts as may be necessary
      to
      ensure that all Licensed Patents are properly registered and recorded in each
      applicable jurisdiction in the name of Intellect Neurosciences, Inc. and that
      documentary evidence of chain of title from the inventor(s) to Intellect
      Neurosciences, Inc. is recorded in each applicable jurisdiction for all such
      Licensed Patents. 

     

    
      
        
        

      

      
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    6.04
       Compliance
      with Applicable Law. Each
      Party hereby agrees that it shall at all times comply with all applicable
      material laws and regulations relating to its activities under this Agreement.
      

     

    6.05
       Representation
      by Legal Counsel. Each
      Party hereto represents that it has been represented by legal counsel in
      connection with this Agreement and acknowledges that it has participated in
      the
      drafting hereof. In interpreting and applying the terms and provisions of this
      Agreement, the Parties agree that no presumption shall exist or be implied
      against the Party which drafted such terms and provisions. 

     

    7.
      CONFIDENTIALITY 

     

    7.01
      Confidentiality. 

     

    (a)
      Licensor acknowledges that in the course of the Parties' performance under
      this
      Agreement that it may receive Confidential Information of Licensees and/or
      their
      respective Affiliates, and Licensees acknowledge that in the course of the
      Parties' performance under this Agreement they may receive Confidential
      Information of Licensor. "Confidential Information" means any confidential
      or
      proprietary information of a Party or its Affiliate(s) disclosed, created or
      generated after the Execution Date, including, without limitation, information
      related to Licensed Products and Antibodies, and all other data and information
      relating to any compound, research project, work in process, future development,
      scientific, engineering, manufacturing, marketing, business plan, financial
      or
      personnel matter relating to such Party or its Affiliates, its present or future
      precuts, sales, suppliers, customers, employees, investors or business, whether
      in oral, written, graphic or electronic form and whether or not designated
      or
      marked as confidential or proprietary, including, without limitation, trade
      secrets, processes, formulae, data and know-how, improvements, inventions,
      techniques, biological materials, marketing plans, strategies, forecasts and
      customer and contact lists. Notwithstanding the foregoing, Confidential
      Information shall not include any information that: (i) is already known to
      the
      receiving Party at the time of disclosure; (ii) is publicly known prior to
      or
      becomes publicly known after disclosure other than through acts or omission
      or
      breach of this Agreement by the receiving Party; (iii) is disclosed in good
      faith to the receiving Party by a Third Party lawfully in possession thereof
      and
      without obligation to keep such information confidential or (iv) is
      independently developed by or on behalf of the receiving Party without the
      aid,
      use or application of Confidential Information received from the disclosing
      Party hereunder. 

     

    (b)
      During the term of this Agreement and for [*****] after expiration or
      termination hereof, (i) Licensor shall keep confidential, shall not disclose
      and
      shall not use for any purpose other than to perform its obligations under this
      Agreement any and all Confidential Information received, directly or indirectly,
      from Licensees and/or any of their respective Affiliates, hereunder, and (ii)
      Licensees shall keep confidential, shall not disclose and not use for any
      purpose, other than to perform their obligations under this Agreement and for
      the development and commercial exploitation of Licensed Products, any and all
      Confidential Information received, directly or indirectly from Licensor
      hereunder. The obligations set forth above in this Section 7.01(b) shall not
      apply to the extent that it can be demonstrated, that (A) Confidential
      Information is required to be disclosed pursuant to applicable law, regulation
      or an order of a court of law or governmental agency, provided that the Party
      seeking to disclose such Confidential Information shall (1) promptly provide
      written notice of such required disclosure to the Party or Parties owning such
      Confidential Information, (2) consult with such Party or Parties with respect
      to
      such required disclosure and (3) provide such Party or Parties sufficient
      opportunity to object to any such disclosure or to request that the Party
      seeking to make such disclosure seek confidential treatment thereof, in which
      event, the Party seeking to make such disclosure shall, at its sole expense,
      use
      all reasonable efforts to accommodate such requests of the Party or Parties
      owning such Confidential Information, or (B) disclosure is made to a government
      regulatory agency in the ordinary course of seeking or maintaining any necessary
      Regulatory Approval of a Licensed Product. 

     

    
      
        
        

      

      
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    7.02
       Permitted
      Disclosure. Licensees
      may disclose Confidential Information received from Licensor to each other,
      to
      their respective Affiliates and to those of their and their respective
      Affiliates' directors, officers, employees, agents, consultants, sublicensees,
      attorneys and advisors (collectively, "Licensee Representatives") who have
      a
      need to know such Confidential Information for purposes of performing Licensees'
      obligations or exercising Licensees' rights under this Agreement, provided
      that
      prior to disclosure to any such Licensee Representative (i) such Licensee
      Representative is advised of the confidentiality obligations hereunder with
      respect to such Confidential Information and (ii) such Licensee Representative
      is under obligation to such Party to maintain the confidential nature of such
      Confidential Information on terms and conditions no less restrictive than those
      set forth herein. Licensor may disclose Confidential Information received from
      Licensees and/or their respective Affiliates to its directors, officers,
      employees, agents, consultants, attorneys and advisors (collectively, "Licensor
      Representatives") who have a need to know such Confidential Information for
      purposes of performing Licensor's obligations or exercising Licensor's rights
      under this Agreement, provided that prior to disclosure to any such Licensor
      Representative (a) such Licensor Representative is advised of the
      confidentiality obligations hereunder with respect to such Confidential
      Information and (b) such Licensor Representative is under obligation to such
      Party to maintain the confidential nature of such Confidential Information
      on
      terms and conditions no less restrictive than those set forth herein.


     

    7.03
       Announcements.
      Following
      the Execution Date, Licensor may issue a press release substantially of the
      form
      attached hereto as Exhibit B. Following Licensees achievement of the sales
      milestone described in Section 3.03, Licensor may issue a press release
      substantially of the form attached hereto as Exhibit C. Except as expressly
      permitted pursuant to the foregoing provisions of this Section 7.03, no Party
      shall make any public announcement regarding this Agreement or otherwise
      disclose this Agreement, any of its terms or any Exhibit, Schedule or attachment
      hereto or any negotiations or other discussions among the Parties relating
      to
      this Agreement (collectively "Agreement Information") to any Third Party without
      the prior written consent of the other Parties. Notwithstanding the foregoing,
      a
      Party may disclose Agreement Information to the extent (a) such disclosure
      is
      required pursuant to applicable law, regulation or an order of a court of law
      or
      governmental agency, provided that the Party seeking to disclose such Agreement
      Information shall (i) promptly provide written notice of such required
      disclosure to the other Parties, (ii) consult with the other Parties with
      respect to such required disclosure and (iii) provide the other Parties
      sufficient opportunity to object to any such disclosure or to request that
      the
      Party seeking to make such disclosure seek confidential treatment thereof,
      in
      which event, the Party seeking to make such disclosure shall, at its sole
      expense, use all reasonable efforts to accommodate such requests of the other
      Parties, or (b) disclosure is made to a government regulatory agency in the
      ordinary course of seeking or maintaining any necessary Regulatory Approval
      of a
      Licensed Product. 

     

    
      
        
        

      

      
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    8.
       TERM
      AND
      TERMINATION
      

     

    8.01
       Term.
      Unless
      earlier terminated as provided in this Article 8, this Agreement shall come
      into
      force on the Execution Date and shall continue on a Licensed Product-by-Licensed
      Product and Covered Country-by-Covered Country basis until expiration of the
      Royalty Term for the last Licensed Product in the last Covered Country.


     

    8.02
       Termination.
      

     

    (a)
      Licensees may terminate this Agreement in whole or in part on a Licensed
      Product-by-Licensed Product and Covered Country-by-Covered Country basis at
      any
      time following [*****] prior written notice by Licensees to
      Licensor. 

     

    (b)
      If
      any Party shall at any time breach any material term, condition or agreement
      herein, and shall fail to have initiated and actively pursued remedy of any
      such
      default or breach within [*****] after receipt of written
      notice thereof by the other Parties, such other Parties may, at their option,
      terminate this Agreement with respect to the rights and licenses herein granted
      and directly affected by the default or breach by notice in writing to such
      effect. Such act shall not, however, prejudice the right of a Party giving
      such
      notice to recover any royalty or other sums due at the time of such
      cancellation, and it being understood that if within [*****]
after receipt of any such notice the receiving Party shall
      have
      initiated and actively pursued remedy of its default, then the rights and
      licenses herein granted shall remain in force as if no breach or default had
      occurred on the part of the receiving Party, unless such breach or default
      is
      not in fact remedied within a reasonable period of time thereafter.


     

    (c)
      Licensor acknowledges and agrees that Licensees, in deciding to enter into
      this
      Agreement, have relied on the rights simultaneously granted to Licensor and
      to
      Licensees pursuant to that certain Agreement of Further Assurance dated as
      of
      the Effective Date by and among Daniel G. Chain, Mindset Biopharmaceuticals,
      Inc., Mindset LTD., Licensor, Wyeth and Elan (the "Assurance Agreement"), a
      copy
      of which is attached hereto as Exhibit D. In the event that (i) Daniel G. Chain,
      Mindset Biopharmaceuticals ,
      Inc.,
      and/or Mindset LTD. commit a material breach of any of their respective
      representations, warranties or obligations under the Assurance Agreement, (ii)
      such breach remains uncured [*****], measured from the date
      written notice of such material breach is delivered to such breaching party
      by
      Licensor, Wyeth or Elan, and (iii) such breach adversely affects the ability
      of
      one or both Licensees to exercise any of the rights granted to them under this
      Agreement, then Licensees may terminate this Agreement in its entirety for
      cause. In the event that Licensees terminate this Agreement (A) pursuant to
      this
      Section 8.02(c) or (B) for cause resulting from Licensor's material breach
      of
      any of its representations or warranties set forth in Section 6.02 of this
      Agreement, the licenses granted by Licensor to Licensees pursuant to Section
      2.01 and Section 2.02 shall automatically become perpetual, irrevocable,
      royalty-free, fully-paid-up licenses and shall survive such termination (as
      modified by the provisions of this Section 8.02(c)) and the provisions of
      Section 2.07 shall survive such termination. 

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

    (d)
      Licensees may terminate this Agreement in its entirety by providing written
      notice to Licensor at any time during the term of this Agreement in the event
      that any of the following events (each an "Insolvency Event") occur with respect
      to Licensor: (i) a case is commenced by or against Licensor under Title
11of
      the
      United States Code (the "Bankruptcy Code"); (ii) Licensor files for or is
      subject to the institution of bankruptcy, liquidation or receivership
      proceedings (other than a case under the Bankruptcy Code); (iii) Licensor
      assigns all or a substantial portion of its assets for the benefit of creditors;
      (iv) a receiver or custodian is appointed for Licensor's business; or (v) a
      substantial portion of Licensor's business is subject to attachment or similar
      process; provided,
      however, that
      in
      the case of any involuntary case under the Bankruptcy Code with respect to
      Licensor, such termination right shall only become effective if such case is
      not
      dismissed [*****] after the commencement thereof.


     

    8.03
      Provisions for Insolvency. 

     

    (a)
      All
      rights and licenses now or hereafter granted by Licensor to Licensees under
      or
      pursuant to this Agreement, including, for the avoidance of doubt, the licenses
      granted to Licensees pursuant to Section 2.01 and Section 2.02, are, for all
      purposes of Section 365(n) of the Bankruptcy Code, licenses of rights to
      "intellectual property" as defined in the Bankruptcy Code. Upon the occurrence
      of any Insolvency Event with respect to Licensor, Licensor agrees that
      Licensees, as licensees of such rights under this Agreement, shall retain and
      may fully exercise all of their rights and elections under the Bankruptcy Code.
      Further, each Party agrees and acknowledges that all payments by Licensees
      to
      Licensor hereunder, other than the License and Option Fee pursuant to Section
      3.01, royalty payments pursuant to Section 3.04 and Section 3.10, and the sales
      milestone pursuant to Section 3.03, do not constitute royalties within the
      meaning of Section 365(n) of the Bankruptcy Code or relate to licenses of
      intellectual property hereunder. Licensor shall, during the term of this
      Agreement, create and maintain current copies or, if not amenable to copying,
      detailed descriptions or other appropriate embodiments, to the extent feasible,
      of all such intellectual property. If a case is commenced under the Bankruptcy
      Code by or against Licensor, Licensor (in any capacity, including
      debtor-in-possession) and its successors and assigns (including a trustee)
      shall: 

     

    (i)
       as
      Licensees may elect in a written request, immediately upon such request (A)
      perform all of the obligations provided in this Agreement to be performed by
      Licensor including, where applicable, providing to Licensees portions of such
      intellectual property (including embodiments thereof) held by Licensor and/or
      such successors and assigns or otherwise available to them; or (B) provide
      to
      Licensees all such intellectual property (including all embodiments thereof)
      held by Licensor and/or such successors and assigns or otherwise available
      to
      them: and 

     

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

    (ii)
      not
 interfere
      with Licensee's rights under this Agreement, or any agreement supplemental
      hereto, to such intellectual property (including such embodiments), including
      any right to obtain such intellectual property (or such embodiments) from
      another entity, to the extent provided in Section 365(n) of the Bankruptcy
      Code.


     

    (b)
       If
      (i) a
      case under the Bankruptcy Code is commenced by or against Licensor, (ii) this
      Agreement is rejected as provided in the Bankruptcy Code, and (iii) Licensees
      elect to retain their rights hereunder as provided in Section 365(n) of the
      Bankruptcy Code, then Licensor (in any capacity, including debtor-in-possession)
      and its successors and assigns (including any trustee) shall provide to
      Licensees all such intellectual property (including all embodiments thereof)
      held by Licensor and such successors and assigns, or otherwise available to
      them, immediately upon Licensees' written request. Whenever Licensor or any
      of
      its successors or assigns provides to Licensees any of the intellectual property
      licensed hereunder (or any embodiment thereof) pursuant to this Section 8.03(b),
      Licensees shall have the right to perform Licensor's obligations hereunder
      wit11
      respect to such intellectual property, but neither such provision nor such
      performance by Licensees shall release Licensor from liability resulting from
      rejection of the license or the failure to perform such obligations.


     

    (c)
       All
      rights, powers and remedies of Licensees provided herein are in addition to
      and
      not in substitution for any and all other rights, powers and remedies now or
      hereafter existing at law or in equity (including the Bankruptcy Code) in the
      event of the commencement of a case under the Bankruptcy Code with respect
      to
      Licensor. The Parties agree that they intend the following rights to extend
      to
      the maximum extent permitted by law, and to be enforceable under Bankruptcy
      Code
      Section 365(n): 

     

    (i)
      the
      right of access to any intellectual property (including all embodiments thereof)
      of Licensor, or any Third Party with whom Licensor contracts to perform an
      obligation of Licensor under this Agreement, and, in the case of the Third
      Party, which is necessary for the manufacture, use, sale, import or export
      of
      Licensed Products; and

     

    (ii)
      the
      right to contract directly with any Third Party to complete the contracted
      work.


     

    8.04
       No
      Waiver. The
      right
      of either Party to terminate this Agreement as provided herein shall not be
      affected in any way by its waiver of, or failure to take action with respect
      to,
      any previous failure to perform hereunder. 

     

    8.05
       Survival.
      Termination
      for any reason hereunder shall not affect any accrued rights or obligations
      of
      the Parties arising in any manner under this Agreement prior to the effective
      date of termination. In any event, the provisions of Article 7, the provisions
      of Section 8.03, the provisions of Section 8.06, any
      payment and/or reporting obligations that have accrued under Article 3 prior
      to
      the effective date of termination, the provisions of Article 9, any provisions
      that expressly survive termination, and any other provision or provisions that
      are necessary to interpret the preceding surviving provisions shall survive
      any
      termination of this Agreement. 

     

    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    

    8.06
       Disposition
      of Confidential Information upon Termination. Upon
      termination of this Agreement, upon written request from the disclosing
      Party(ies), each Party shall return to the other Parties any Confidential
      Information disclosed by the other Parties under this Agreement, provided,
      however, that such Party's legal department may retain one copy of such
      Confidential Information in its confidential files solely for the purpose of
      ascertaining such Party's continuing obligations hereunder. 

     

    9.
      MISCELLANEOUS 

     

    9.01
       Assignment.
      Licensees
      may not assign the Agreement without the prior written consent of Licensor,
      which consent shall not be unreasonably withheld, provided, however, that each
      Licensee may, without such consent, assign its rights and obligations under
      the
      Agreement to an Affiliate, to the other Licensee, to any purchaser of all or
      substantially all of its assets or research to which the subject matter of
      the
      Agreement relates, or to any successor corporation resulting from any merger
      or
      consolidation of either or both Licensees with or into such corporation.
      Licensor may not assign any of its rights or obligations under this Agreement
      without the prior written consent of Wyeth and Elan, which consent shall not
      be
      unreasonably withheld, provided, however, that Licensor may, without such
      consent, assign its rights and obligations under this Agreement to any purchaser
      of all or substantially all of the Licensed Patents, or to any successor
      corporation resulting from any merger or consolidation of Licensor with or
      into
      such corporation. 

     

    9.02
       Entire
      Agreement. This
      Agreement constitutes the entire agreement between the Parties hereto with
      respect to the within subject matter hereof and supersede all previous
      Agreements, whether written or oral. Without limiting the foregoing, each of
      the
      following agreements is hereby terminated as of the Execution Date: (a) that
      certain Non-Disclosure Agreement between Wyeth Parent acting through its Wyeth
      Pharmaceuticals Division, Elan Pharmaceuticals, Inc. and Mindset
      BioPharmaceuticals, Inc. dated as of August 8, 2003; (b) that certain Non-
      Disclosure Agreement between Wyeth Parent acting through its Wyeth
      Pharmaceuticals Division and Intellect Neurosciences, Inc. dated as of November
      17, 2005; and (c) that certain Non-Disclosure Agreement between Elan
      Pharmaceuticals, Inc. and Intellect Neurosciences, Inc. dated as of November
      7,
      2006 (the agreements described in clauses (a), (b) and (c) collectively referred
      to herein as the "Pre-Existing NDAs"), provided, however, that each Pre-Existing
      NDA shall continue to govern information disclosed thereunder prior to the
      Execution Date according to its terms. Further, the Parties acknowledge and
      agree that the Assurance Agreement has been executed simultaneously with this
      Agreement and shall remain in full force and effect in accordance with its
      terms. 

     

    9.03
       Amendment.
      Any
      changes to this Agreement must be in writing and signed by authorized
      representatives of each Party. This Agreement shall not be changed or modified
      orally, but only by an instrument in writing signed by all Parties.


     

    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    

     

    9.04
       Severability.
      If
      any
      provision of this Agreement is declared invalid by a court of last resort or
      by
      any court, the decision of which appeal is not taken within the time provided
      by
      law, then and in such event, this Agreement will be deemed to have been
      terminated only in the relevant jurisdiction, but this Agreement, in all other
      respects and all other jurisdictions, will remain in force provided, however,
      that if the provision so invalidated is essential to the Agreement as a whole,
      then the Parties shall negotiate in good faith to amend the terms hereof as
      nearly as practical to carry out the original intent of the Parties and, failing
      such amendment, either Party may submit the matter to a court of competent
      jurisdiction for resolution. 

     

    9.05
       Notices.
      Any
      notice or report required or permitted to be given under this Agreement shall
      be
      in writing and shall be sent by expedited delivery or telecopied and confirmed
      by mailing, as follows and shall be considered received three (3) days after
      such delivery: 

     

    All
      correspondence to LICENSOR
      shall
      be
      addressed as follows: 

     

    Intellect
      Neurosciences, Inc. 7 West 18" Street, 9" Floor New York, NY 10011 Attention:
      Chief Executive Officer Fax No.: 212-448-9600 

     

    All
      correspondence to WYETH
      shall
      be
      addressed as follows: 

     

    AHP
      Manufacturing BV, acting through its Wyeth Medica Ireland Branch 

    Great
      Connell Newbridge 

    County
      Kildare 

    Ireland
      

    Attn:
      Managing Director Fax No.: 011-353-45-435217 

     

    with
      copies to each of the following: 

     

    Wyeth
      

    500
      Arcola Road Collegeville, PA 19426 

    Attn:
      Senior Vice President, Global Licensing 

    Fax
      No.:
      484-865-9301 

    


    Wyeth
      

    500
      Arcola Road Collegeville, PA 19426 

    Attn:
      Chief Counsel, Global Business Development 

    Fax
      No.:
      484-865-9441 

    


    Wyeth
      

    5
      Giralda
      Farms Madison, NJ 07940 

    Attn:
      General Counsel Fax No.: 973-660-7050 

     

    All
      correspondence to ELAN
      shall
      be
      addressed as follows: 

     

    Elan
      Pharma International, Limited 

    Monksland,
      Athlone County Westmeath 

    Ireland
      

    Attn:
      VP
      Legal 

    Fax
      No.:
      011353906492427

     

    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    

    with
      copies to: 

     

    Elan
      Pharmaceuticals, Inc. 

    800
      Gateway Boulevard South 

    San
      Francisco, CA 94080 

    Attn:
      Chief Intellectual Property Counsel 

    Fax
      No.:
      650-553-7165 

     

    9.05
       Choice
      of Law. This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of New York, except for their conflict of laws principles. The Parties
      agree to exclusive jurisdiction and venue of any actions or proceedings relating
      to this agreement in the state and federal courts of New York, NY. 

     

    9.06
       Force
      Majeure. No
      party(ies) shall be responsible to the others for failure or delay in performing
      any of its obligations under this Agreement or for other non- performance hereof
      provided that such delay or non-performance is occasioned by a cause beyond
      the
      reasonable control and without fault or negligence of such Party, including,
      but
      not limited to war, terrorism, earthquake, fire, flood, explosion, discontinuity
      in the supply of power, court order or governmental interference, act of God,
      strike or other labor trouble and provided that such Party will inform the
      other
      Party as soon as is reasonably practicable and that it will entirely perform
      its
      obligations immediately after the relevant cause has ceased its effect.


     

    9.07
       Headings.
      The
      captions used herein are inserted for convenience of reference only and shall
      not be construed to create obligations, benefits, or limitations. 

     

    9.08
       Independent
      Contractors. The
      Parties are independent contractors under this Agreement. Nothing herein
      contained shall be deemed to create an employment, agency, joint venture or
      partnership relationship between the Parties hereto or any of their agents
      or
      employees, or any other legal arrangement that would impose liability upon
      one
      (1) Party for the act or failure to act of the other Parties. No Party shall
      have any express or implied power to enter into any contracts or commitments
      or
      to incur any liabilities in the name of, or on behalf of, the other Parties
      or
      to bind the other Parties in any respect whatsoever. 

     

    9.09
       Further
      Actions. Each
      Party agrees to execute, acknowledge and deliver such further instruments,
      and
      to do all such other acts, as may be necessary or appropriate in order to carry
      out the purposes and intent of this Agreement. 

     

    9.10
       Waiver.
      Any
      delay
      in enforcing a Party's rights under this Agreement or any waiver as to a
      particular default or other matter shall not constitute a waiver of such Party's
      rights to the future enforcement of its rights under this Agreement, excepting
      only as to an express written and signed waiver as to a particular matter for
      a
      particular period of time. 

     

    9.11
       Counterparts.
      This
      Agreement may be executed in any number of counterparts, each of which shall
      be
      deemed to be an original, and such counterparts together shall constitute one
      agreement. Execution and delivery of this Agreement by facsimile copies bearing
      the facsimile signatures of the Parties shall constitute a valid and binding
      execution and delivery of this Agreement by the signing Party, and such
      facsimile copies shall constitute original documents. 

     

    [Signature
      Page Follows] 

    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    


     

    IN
      WITNESS WHEREOF, the Parties hereto have duly executed this License Agreement
      as
      of the Execution Date. 

     

    
      	
              Licensor:


            	 	 	
              Licensee:


            
	 	 	 	 
	Intellect Neurosciences,
              Inc.	 	 	AHP Manufacturing BV, acting
              through
              Its Wyeth Medica Ireland Branch 
	 	 	 	 
	By:	 	
            	By:
	
            	 	 	
            
	 	 	 	 


    

    
 

    
      
        
        

      

      
        25

        
          

        

      

      
        
        

      

    

    


    
      	
              EXHIBIT
                A 

            
	
              LICENSED
                PATENTS 

            
	 
	 
	
              [*****]

            	
              [*****]

            	
              [*****]

            
	
              [*****]

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

            
	
              [*****]

            	
              [*****]

            	
              [*****]

            
	
              [*****]

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

            
	
              [*****]

            	
              [*****]

            	
              [*****]

            
	
              [*****]

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

            
	
              [*****]

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

            
	
              [*****]

            	
              [*****]

            	
              [*****]

            
	
              [*****]

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

            
	
              [*****]

            	
              [*****]

            	
              [*****]

            
	
              [*****]

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

            
	
              [*****]

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

            
	
              [*****]

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

            
	
              [*****]

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

            
	
              [*****]

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

            
	
              [*****]

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

            
	
              [*****]

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

            
	
              [*****]

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

            
	
              [*****]

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

            
	
              [*****]

            	
              [*****]

            	
              [*****]

            
	
              [*****]

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

            
	
              [*****]

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

            




    
      
        
        

      

      
        26

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      B 

     

    FORM
      OF EXECUTION DATE PRESS RELEASE 

     

    Intellect
      press release re: license 

     

    DRAFT
      -NOT
      FOR
      DISTRIBUTION 

     

    Intellect
      Neurosciences, Inc. Grants License for Certain Patents and Patent Applications
      to Wyeth and Elan Pharma International Ltd. 

     

    New
      York,
      NY, February [XX],2008,
      /
      PRNewswire
      /
      --Intellect
      Neurosciences, Inc. (OTCC: ILNS), a
      biopharmaceutical company focused on development of disease-modifying
      therapeutic agents for the treatment and prevention of Alzheimer's disease
      (AD),
      announced today that it has entered into a license agreement with Wyeth
(NYSE:
      WYE) and
      Elan
      Pharrna International Ltd. (Elan) regarding certain of Intellect's patents
      and
      patent applications related to antibodies and methods of treatment for
      Alzheimer's disease. Under the terms of the agreement, Wyeth and Elan may pay
      Intellect potential future milestone payments and royalties based on sales
      of
      potential products, if it is determined that they are covered by patents that
      issue from Intellect's patent applications. 

     

    Dr.
      Chain, Intellect's Chairman and CEO and inventor of the licensed patents and
      patent applications, commented: "We are delighted to enter into this licensing
      agreement, which provides Intellect a share in the future success of potential
      Wyeth and Elan products while we continue to develop our proprietary monoclonal
      antibodies for the treatment of AD."
      

     

    About
      Alzheimer's disease 

     

    Alzheimer's
      disease, the most common form of dementia, is characterized by progressive
      loss
      of memory and cognition, ultimately leading to complete debilitation and death.
      A hallmark feature of Alzheimer's pathology is the presence of insoluble protein
      deposits known as beta-amyloid on the surface of nerve cells, which results
      from
      the accumulation of soluble beta-amyloid in the brain. The effects of the
      disease are devastating to the patients as well as the caregivers, with
      significant associated health care costs. It is estimated that there are over
      12
      million people suffering from Alzheimer's disease in the in the developed
      countries with the number increasing also in developing countries as the global
      population ages. Currently marketed drugs transiently affect some of the
      symptoms of the disease, but there are no drugs on the market today that slow
      or
      arrest the progression of the disease. These symptomatic drugs are projected
      to
      generate approximately $4
      billion
      in sales by 2008, indicating both the size of the market and the demand for
      effective treatment beyond symptomatic improvements. 

     

    About
      Intellect Neurosciences, Inc. 

     

    Intellect
      Neurosciences, Inc. is a biopharmaceutical company engaged in the discovery
      and
      development of disease-modifying therapeutic agents for the treatment and
      prevention of Alzheimer's disease and other disorders. The company has a broad
      proprietary immunotherapy platform for both passive and active immunization
      against Alzheimer's disease. Also, Intellect has recently completed Phase I
      clinical trials for OXIGONTM,
      a
      unique antioxidant and anti-amyloid compound .that has potential to treat
      Alzheimer's disease and other disorders. For additional information, please
      visit www.intellectns.com

     

    
      
        
        

      

      
        27

        
          

        

      

      
        
        

      

    

    Elliot
      Maza, JD,
      President
      &
      Chief
      Financial Officer 

    Intellect
      Neurosciences, Inc. 

    7
      West
      18'
      Street, 9th Floor 

    New
      York,
      NY 10011, 

    Tel:
      +1-212-448-9300 

    
 

    
      
        
        

      

      
        28

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      C
      

     

    FORM
      OF SALES MILESTONE PRESS RELEASE 

     

    Intellect
      press release re: sales milestone 

     

    DRAFT
      -NOT
      FOR
      DISTRIBUTION 

     

    Intellect
      Neurosciences, Inc. Receives $[*****]
      Milestone Payment from Wyeth and Elan Pharma International Ltd. Related to
      Product Sales 

     

    New
      York,
      NY, [month],[xx][Year],
      /
      PRNewswire
      /
      --Intellect
      Neurosciences, Inc. (OTCC:
      ILNS),
      a
      biopharmaceutical company focused on development of disease-modifying
      therapeutic agents for the treatment and prevention of [*****],
      announced today that it has received a $[*****] sales based
      milestone payment pursuant to its existing license agreement with Wyeth
(NYSE:
      WYE)
      and
      Elan
      Pharma International Ltd. (Elan) regarding certain of Intellect's patents and
      patent applications related to antibodies and methods of treatment for
      Alzheimer's disease. Dr. Daniel Chain, Intellect's Chairman and CEO, is inventor
      of the licensed patents and patent applications. 

     

    Under
      the
      terms of the agreement, Wyeth and Elan have paid Intellect the one-time
      milestone of $[*****] as a result of achieving certain sales
      goals. 

     

    Dr.
      Chain
      commented: 'We are delighted regarding the success of Wyeth and Elan's product."
      

     

    About
      Alzheimer's disease 

     

    Alzheimer's
      disease, the most common form of dementia, is characterized by progressive
      loss
      of memory and cognition, ultimately leading to complete debilitation and death.
      A hallmark feature of Alzheimer's pathology is the presence of insoluble protein
      deposits known as beta-amyloid on the surface of nerve cells, which results
      from
      the accumulation of soluble beta-amyloid in the brain. The effects of the
      disease are devastating to the patients as well as the caregivers, with
      significant associated health care costs. It is estimated that there are over
      12
      million people suffering from Alzheimer's disease in the in the developed
      countries with the number increasing also in developing countries as the global
      population ages. Currently marketed drugs transiently affect some of the
      symptoms of the disease, but there are no drugs on the market today that slow
      or
      arrest the progression of the disease. These symptomatic drugs are projected
      to
      generate approximately $4
      billion
      in sales by 2008, indicating both the size of the market and the demand for
      effective treatment beyond symptomatic improvements. 

     

    About
      Intellect Neurosciences, Inc. 

     

    Intellect
      Neurosciences, Inc. is a biopharmaceutical company engaged in the discovery
      and
      development of disease-modifying therapeutic agents for the treatment and
      prevention of Alzheimer's disease and other disorders. The company has
a
      broad
      proprietary immunotherapy platform for both passive and active immunization
      against Alzheimer's disease. Also, Intellect has recently completed Phase I
      clinical trials for OXIGONTM,
      a
      unique antioxidant and anti-amyloid compound that has potential to treat
      Alzheimer's disease and other disorders. For additional information, please
      visit www.intellectns.com
      

     

    Elliot
      Maza, JD,
      CPA


    President
      &
      Chief
      Financial Officer 

    Intellect
      Neurosciences, Inc. 

    7
      West
      l8th Street, 9th Floor 

    New
      York,
      NY 1001 1, USA 

    Tel:
      212-448-9300 

    
      
        
        

      

      
        29

        
          

        

      

      
        
        

      

    


    EXHIBIT
      D AGREEMENT OF FURTHER ASSURANCE 

     

    See
      Attached. 

    SCHEDULE
      6.02(d)
      REGISTRATION
      OF LICENSED PATENTS 

     

     

    None.
      

    SCHEDULE
      6.02(h)
      LICENSOR
      THIRD PARTY AGREEMENTS 

     

    None.
      

     

     

    
      
        
        

      

      
        30

        
          

        

      

      
        
        

      

    

    AGREEMENT
      OF FURTHER ASSURANCE 

     

    This
      Agreement of Further Assurance ("Agreement") is entered into this 13th
      day of
      May, 2008 (the "Effective Date") by and among Dr. Daniel G. Chain, an individual
      with an address at 205 East 16th Street, Apt. 3B, New York, New York 10003
      ("Dr.
      Chain"), Mindset Biopharmaceuticals, Inc., a Delaware corporation with offices
      at 535 West 34th Street, Suite 206A, New York, New York 10001, together with
      its
      Affiliates (collectively referred to herein as "Mindset USA"), Mindset, LTD.,
      a
      company incorporated under the laws of the British Virgin Islands with offices
      at 205 East 16th Street, Apt. 3B, New York, New York 10003, together with its
      Affiliates (collectively referred to herein as "Mindset LTD"), Intellect
      Neurosciences, Inc., a Delaware corporation with offices at 7
      West
      18th
      Street, 9th Floor, New York, New York 10011 ("Intellect"), Elan Pharma
      International Limited, a private company limited by shares organized under
      the
      laws of Ireland with offices at Monksland, Athlone, County Westmeath, Ireland
      ("Elan"), and AHP Manufacturing BV, acting through its Wyeth Medica Ireland
      Branch, a corporation registered in the Netherlands with offices at Great
      Connell, Newbridge, County Kildare, Ireland ("Wyeth"). Dr. Chain, Mindset USA,
      Mindset LTD, Intellect, Elan and Wyeth may each be referred to herein
      individually as a "Party" and collectively as the "Parties." Further, Mindset
      USA and Mindset LTD may be referred to herein collectively as "Mindset," Dr.
      Chain, Mindset USA and Mindset LTD may be referred to herein collectively as
      "Grantors," and Elan and Wyeth may be referred to herein collectively as
      "Recipients." 

    
BACKGROUND
      

     

    A.
       
      Pursuant
      to a series of written assignments executed prior to the Effective Date
      (collectively, the "Patent Assignments"), Grantors have assigned their entire
      right, title and interest in and to the Intellect Patents (as defined below)
      to
      Intellect. 

     

    B.
       
      The
      terms
      of the Patent Assignments require Grantors to execute all documents, take all
      rightful oaths and affidavits and perform all other acts necessary to vest
      their
      entire right, title and interest in and to the Intellect Patents in Intellect.
      

     

    C.
       
      As
      of the
      Effective Date, Intellect, Wyeth and Elan have entered into the License
      Agreement (as defined below) pursuant to which Intellect has granted to Wyeth
      and Elan certain exclusive and non-exclusive rights under the Intellect Patents.
      

     

    D.
       
      Dr.
      Chain
      has served as the chief executive officer of Mindset USA and Mindset LTD and,
      as
      of the Effective Date, serves as the chief executive officer and chairman of
      the
      board of directors of Intellect. 

     

    E.
       
      The
      Parties desire to clarify Grantors' continuing obligations with respect to
      the
      Intellect Patents, including, without limitation, the rights under the Intellect
      Patents that have been granted to Wyeth and Elan pursuant to the License
      Agreement. 

     

    
      
        
        

      

      
        31

        
          

        

      

      
        
        

      

    

    NOW
      THEREFORE, the
      Parties agree as follows: 

    


    1.
      DEFINITIONS. 

     

    All
      references to Exhibits, Articles and Sections shall be references to Exhibits,
      Articles and Sections of this Agreement. In addition, except as otherwise
      expressly provided herein, the following terms in this Agreement shall have
      the
      following meanings: 

    

      
        	 	
                1.1
                  

              	
                "Affiliate"
                  shall
                  mean, with respect to any person or entity, any other person or
                  entity
                  which controls, is controlled by or is under common control with
                  such
                  person or entity. A person or entity shall be regarded as in control
                  of
                  another entity if it owns or controls at least fifty percent (50%)
                  of the
                  equity securities of the subject entity entitled to vote in the
                  election
                  of directors (or, in the case of an entity that is not a corporation,
                  for
                  the election of the corresponding managing authority), provided,
                  however,
                  that the term "Affiliate" shall not include subsidiaries or other
                  entities
                  in which a Party or its Affiliates owns a majority of the ordinary
                  voting
                  power necessary to elect a majority of the board of directors or
                  other
                  governing board, but is restricted from electing such majority
                  by contract
                  or otherwise, until such time as such restrictions are no longer
                  in
                  effect. 

              
	 	 	 
	 	
                1.2
                  

              	
                "Government
                  Authority" shall
                  mean any court of competent jurisdiction, any relevant patent authority
                  or
                  any other government agency with the authority to determine or
                  assign any
                  ownership or other rights under the Intellect Patents. 

              
	 	 	 
	 	
                1.3
                  

              	
                "Intellect
                  Patents" shall
                  mean (a) all patents and patent applications throughout the world
                  claiming
                  the benefit of [*****], (b) all patents and patent applications
                  listed in
                  Exhibit A attached hereto, throughout the world and (c) all substitutions,
                  continuations, continuations-in-part, divisions, renewals,
                  patents-of-addition, reissues, re-examinations, extensions, restorations,
                  supplemental protection certificates, patent applications and patents
                  throughout the world arising from, relating to or claiming priority
                  to any
                  patents and/or patent applications described in clauses (a) and/or
                  (b)
                  above. 

              
	 	 	 
	 	
                1.4
                  

              	
                "License
                  Agreement" shall
                  mean that certain License Agreement dated as of the Effective Date
                  by and
                  among Intellect, Wyeth and Elan, a copy of which is attached hereto
                  as
                  Exhibit B. 

              
	 	 	 
	 	
                1.5
                  

              	
                "Third
                  Party" shall
                  mean any person or entity other than Dr. Chain, Mindset USA, Mindset
                  LTD,
                  Intellect, Wyeth, Elan or their respective Affiliates
                  

              


      

    

     

    2.
       INVENTORSHIP;
      ACKNOWLEDGEMENT OF ASSIGNMENT; FURTHER ASSURANCES. 

     

    
      
        
        

      

      
        32

        
          

        

      

      
        
        

      

    

    

      
        	 	
                2.1
                  

              	
                Inventorship.
                  Dr.
                  Chain hereby represents and warrants to Wyeth and Elan that (a)
                  he is the
                  sole inventor of each invention claimed by [*****] and each invention
                  claimed by each of the patents and patent applications listed in
                  Exhibit A
                  and (b) he was the sole owner of each such invention and all related
                  patent rights at the time he assigned his entire right, title and
                  interest
                  in and to the Intellect Patents to Mindset. 

              
	 	 	 
	 	
                2.2
                  

              	
                Assignment
                  by Dr. Chain. Dr.
                  Chain hereby acknowledges and agrees that (a) prior to the Effective
                  Date,
                  he has assigned his entire right, title and interest in and to
                  the
                  Intellect Patents to Mindset, (b) Mindset has subsequently assigned
                  its
                  entire right, title and interest in and to the Intellect Patents
                  to
                  Intellect, and (c) he retains no right, title or interest, licensed
                  or
                  otherwise, under any of the Intellect Patents. 

              
	 	 	 
	 	
                2.3
                  

              	
                Assignment
                  by Mindset USA. Mindset
                  USA hereby acknowledges and agrees that (a) prior to the Effective
                  Date,
                  it has assigned its entire right, title and interest in and to
                  the
                  Intellect Patents to Intellect and (b) it retains no right, title
                  or
                  interest, licensed or otherwise, under any of the Intellect Patents.
                  

              
	 	 	 
	 	
                2.4
                  

              	
                Assignment
                  by Mindset LTD. Mindset
                  LTD hereby acknowledges and agrees that (a) prior to the Effective
                  Date,
                  it has assigned its entire right, title and interest in and to
                  the
                  Intellect Patents to Mindset USA and (b) it retains no right, title
                  or
                  interest, licensed or otherwise, under any of the Intellect Patents.
                  

              
	 	 	 
	 	
                2.5 

              	
                Further
                  Assurances. Without
                  limiting any obligation owed by any of the Grantors to Intellect,
                  whether
                  pursuant to the Patent Assignments, any fiduciary duty or otherwise,
                  each
                  Grantor shall execute all further assignments, cooperate in any
                  legal
                  proceeding, sign all papers, make all rightful oaths, provide all
                  reasonable assistance and deliver any and all additional instruments
                  or
                  documents necessary or useful to perfect and record Intellect's
                  ownership
                  in and to the Intellect Patents as reasonably requested by Intellect,
                  Wyeth and/or Elan. Further, each Grantor shall promptly execute
                  any
                  documents and perform any acts as may be necessary to ensure that
                  all
                  Intellect Patents are properly registered in each applicable jurisdiction
                  in the name of Intellect and that documentary evidence of chain
                  of title
                  from Grantors to Intellect is recorded in each applicable jurisdiction
                  for
                  all Intellect Patents. Intellect shall reimburse each Grantor for
                  any
                  reasonable out-of-pocket costs that they may incur in the performance
                  of
                  their respective obligations pursuant to this Section 2.5.
                  

              


      

    

     

    3.
       ACKNOWLEDGEMENT
      OF LICENSE AGREEMENT; NON-DISTURBANCE. 

     

    Each
      of
      Dr. Chain, Mindset USA and Mindset LTD hereby acknowledges and agrees that
      Intellect, as the sole and exclusive owner of the Intellect Patents, has the
      full right, power, authority and ability to grant all of the right, title and
      interest in the licenses granted by Intellect to Wyeth and Elan pursuant to
      the
      License Agreement. Dr. Chain, Mindset USA, and/or Mindset LTD shall not take
      any
      action, or cause or enable any Third Party to take any action, to challenge,
      limit, invalidate or otherwise disturb any right granted to Wyeth and/or Elan
      under the License Agreement. 



    
      
        
        

      

      
        33

        
          

        

      

      
        
        

      

    

    


    4.
       COVENANT
      NOT TO ASSERT RESIDUAL INTERESTS IN INTELLECT PATENTS. 

     

    In
      the
      event that, despite the express intentions of Dr. Chain, Mindset USA, Mindset
      LTD and Intellect, following the Effective Date Dr. Chain, Mindset USA and/or
      Mindset LTD (a) retains any right, title or interest in or to the Intellect
      Patents, (b) is determined by any Government Authority to hold any right, title
      or interest in the Intellect Patents, or (c) is awarded any right, title or
      interest in or to the Intellect Patents by any Government Authority, Dr. Chain,
      Mindset USA and/or Mindset LTD shall not, and Dr. Chain, Mindset USA and/or
      Mindset LTD shall not grant any Third Party any right to, assert against either
      or both Recipients, any Affiliates of either Recipient and/or any Third Party
      sublicensees of one or both Recipients (collectively, the "Non-Assert Parties")
      any Intellect Patent. Without limiting the foregoing, Dr. Chain, Mindset USA
      and/or Mindset LTD shall not, and Dr. Chain, Mindset USA and/or Mindset LTD
      shall not grant any Third Party any right to, bring any lawsuit or other action
      against any Non- Assert Party claiming that the research, development,
      manufacture, use, sale, offer for sale and/or importation of any therapeutic,
      prophylactic and/or diagnostic product infringes any one or more of the
      Intellect Patents. Each of Dr. Chain's, Mindset USA's and Mindset LTD's
      obligations under this Article 4 shall be in addition to, and shall in no way
      limit, their respective obligations to Intellect pursuant to Section
2.5.
      



    5.
       ANNOUNCEMENTS.
      

     

    No
      Party
      shall make any public announcement regarding this Agreement or otherwise
      disclose this Agreement, any of its terms or any Exhibits or attachments hereto
      or any negotiations or other discussions among the Parties relating to this
      Agreement (collectively "Agreement Information") to any Third Party without
      the
      prior written consent of the other Parties. Notwithstanding the foregoing,
      a
      Party may disclose Agreement Information to the extent (a) such disclosure
      is
      required pursuant to applicable law, regulation or an order of a court of law
      or
      governmental agency, provided that the Party seeking to disclose such Agreement
      Information shall (i) promptly provide written notice of such required
      disclosure to the other Parties, (ii) consult with the other Parties with
      respect to such required disclosure and (iii) provide the other Parties
      sufficient opportunity to object to any such disclosure or to request that
      the
      Party seeking to make such disclosure seek confidential treatment thereof,
      in
      which event, the Party seeking to make such disclosure shall, at its sole
      expense, use all reasonable efforts to accommodate such requests of the other
      Parties. 

    
      
        
        

      

      
        34

        
          

        

      

      
        
        

      

    


    6.
       MISCELLANEOUS.
      

     

    
      	 	
              6.1
                

            	
              Assignment.
                Grantors
                may not assign any of their rights or obligations under this Agreement
                without the prior written consent of Intellect, Wyeth and Elan. Intellect
                may not assign any of its rights or obligations under this Agreement
                without the prior written consent of Wyeth and Elan, which consent
                shall
                not be unreasonably withheld, provided, however, that Intellect may,
                without such consent, assign its rights and obligations under this
                Agreement to any purchaser of all or substantially all of the Intellect
                Patents, or to any successor corporation resulting from any merger
                or
                consolidation of Intellect with or into such corporation. Recipients
                may
                not assign any of their rights or obligations under this Agreement
                without
                the prior written consent of Intellect, which consent shall not be
                unreasonably withheld, provided, however, that each Recipient may,
                without
                such consent, assign its rights and obligations under this Agreement
                to an
                Affiliate, to the other Recipient, to any purchaser of all or
                substantially all of its assets or research to which the subject
                matter of
                this Agreement relates, or to any successor corporation resulting
                from any
                merger or consolidation of either or both Grantor with or into such
                corporation. This Agreement shall be binding upon and inure to the
                benefit
                of any permitted successors or assigns of the Parties. Any assignment
                attempted to be made in contravention of this Section 6.1 shall be
                void
                and unenforceable. 

            


      	 	 	 


      	 	6.2	Entire Agreement. This
              Agreement constitutes the entire agreement between Grantors, on the
              one
              hand, and Intellect, Wyeth and Elan, on the other hand, with respect
              to
              the subject matter hereof and supersedes all previous agreements, except
              that the Patent Assignments and all other agreements assigning ownership
              of the Intellect Patents from Grantors to Intellect, either directly
              or
              indirectly, shall remain in full force and effect.
              


      	 	 	 


      	 	6.3	Amendments and Modifications. Any
              changes to this Agreement must be in writing and signed by authorized
              representatives of each Party. This Agreement shall not be changed
              or
              modified orally, but only by an instrument in writing signed by all
              Parties. 


      	 	 	 


      	 	6.4	Severability. If
              any provision of this Agreement is declared invalid by a court of last
              resort or by any court, the decision of which appeal is not taken within
              the time provided by law, then and in such event, this Agreement will
              be
              deemed to have been terminated only in the relevant jurisdiction, but
              this
              Agreement, in all other respects and all other jurisdictions, will
              remain
              in force provided, however, that if the provision so invalidated is
              essential to the Agreement as a whole, then the Parties shall negotiate
              in
              good faith to amend the terms hereof as nearly as practical to carry
              out
              the original intent of the Parties and, failing such amendment, either
              Party may submit the matter to a court of competent jurisdiction for
              resolution. 


      	 	 	 


      	 	6.5	Choice of Law. This
              Agreement shall be governed by and construed in accordance with the
              laws
              of the State of New York, except for their conflict of laws principles.
              The Parties agree to exclusive jurisdiction and venue of any actions
              or
              proceedings relating to this agreement in the state and federal courts
              of
              New York, New York. 


      	 	 	 


      	 	 	 


    

     

    
      
        
        

      

      
        35

        
          

        

      

      
        
        

      

    

     

    
      	 	6.6	Headings. The
              captions used herein are inserted for convenience of reference only
              and
              shall not be construed to create obligations, benefits, or limitations.
              


      	 	 	 


      	 	
              6.7
                

            	
              Waiver.
                Any
                delay in enforcing a Party's rights under this Agreement or any waiver
                as
                to a particular default or other matter shall not constitute a waiver
                of
                such Party's rights to the future enforcement of its rights under
                this
                Agreement, excepting only as to an express written and signed waiver
                as to
                a particular matter for a particular period of time.
                

            


    

     

    
      	 	
              6.8
                

            	
              Counterparts.
                This
                Agreement may be executed in any number of counterparts, each of
                which
                shall be deemed to be an original, and such counterparts together
                shall
                constitute one agreement. Execution and delivery of this Agreement
                by
                facsimile copies bearing the facsimile signatures of the Parties
                shall
                constitute a valid and binding execution and delivery of this Agreement
                by
                the signing Party, and such facsimile copies shall constitute original
                documents. 

            


    

     

    [Signature
      Page Follows] 

    
      
        
        

      

      
        36

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF,
      the
      Parties have duly executed this Agreement as of the Effective Date.


    


    DR.
      DANIEL G.
      CHAIN  


    


    MINDSET
      BIOPHARMACEUTICALS, INC. 


     

    MINDSET,
      LTD.     


     

    INTELLECT
      NEUROSCIENCES, INC. 


     

    AHP
      MANUFACTURING BV, 

    acting
      acting through its Wyeth Medica Ireland Branch

     

    ELAN
      PHARMA INTERNATIONAL:
      LIMITED
      

     

    
      
        
        

      

      
        37

        
          

        

      

      
        
        

      

    


    EXHIBIT
      A

     

    LICENSED
      PATENTS EXISTING AS OF THE EFFECTIVE DATE 

     

    [*****]

    


    


    EXHIBIT
      B LICENSE AGREEMENT 

    


    See
      Attached. 

    


    


    


    


    


    


     

    38