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                                                                   EXHIBIT 10.16


                                    AGREEMENT


Effective as of October 1, 1993 ("Effective Date"), THE BOARD OF TRUSTEES OF THE
LELAND STANFORD JUNIOR UNIVERSITY, a body having corporate powers under the laws
of the State of California ("STANFORD"), and Genelabs Technologies, Inc. and its
Affiliates, a California corporation having a principal place of business at 505
Penobscot Drive, Redwood City, California 94063 ("LICENSEE"), agree as follows:

1.       BACKGROUND

1.1      STANFORD has an assignment of "Use of Dehydroepiandrosterone (DHEA) in
         the Medical Treatment of Systemic Lupus Erythematosus (SLE)" from the
         laboratory of Dr. James L. McGuire ("Invention[s]"), as described in
         Stanford Docket S92-148, and any Licensed Patent(s), as hereinafter
         defined, which may issue to such Invention(s).

1.2      STANFORD has certain technical data and information as herein defined
         ("Technology") pertaining to Invention(s).

1.3      STANFORD desires to have the Technology and Invention(s) perfected and
         marketed at the earliest possible time in order that products resulting
         therefrom may be available for public use and benefit.

1.4      LICENSEE desires a license under said Technology, Invention(s), and
         Licensed Patent(s) to develop, manufacture, use, and sell Licensed
         Product(s) in the field of use of treatment of SLE in humans.

2.       DEFINITIONS

2.1      "Licensed Patent(s)" means any Letters Patent issued upon STANFORD's
         U.S. Patent Application, Serial Number 07/958,911 filed October 9,
         1992, and/or any divisions, continuations, continuations-in-part or
         reissues thereof, and/or any foreign patents corresponding thereto.

2.2      "Technology" means (a) existing technical data and information,
         including but not limited to the information contained in the Patent
         Application, pertaining to the Invention(s) and provided to the
         LICENSEE whether or not it is of a confidential nature, and (b)
         existing preclinical and clinical data relating to the Invention(s),
         and provided to the LICENSEE.

2.3      "Licensed Product(s)" means any product or part thereof in the Licensed
         Field of Use, the manufacture, use, or sale of which:

             (a)  Is covered by a valid claim of an issued, unexpired Licensed
                  Patent(s) directed to the Invention(s). A claim of an issued,
                  unexpired Licensed Patent(s) shall be presumed to be valid
                  unless and until it has been held to be invalid by a final
                  judgment of a court of competent jurisdiction from which no
                  appeal can be or is taken;

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             (b)  Is covered by any claim being prosecuted in a pending
                  application directed to the Invention(s); or

             (c)  Incorporates any of the Technology.

2.4      "Net Sales" means the gross revenue derived by LICENSEE and/or
         sublicensee(s) from Licensed Product(s), less the following items but
         only insofar as they actually pertain to the disposition of such
         Licensed Product(s) by LICENSEE or sublicensee(s), are included in such
         gross revenue, and are actually credited or granted to customers:

             (a)  Import, export, excise and sales taxes, and custom duties;

             (b)  Credit for returns, allowances, or trades, and

             (c)  Discounts and rebates

2.5      "Licensed Field of Use" means therapeutic use for treatment of Systemic
         Lupus Erythematosus.

2.6      "Licensed Territory" means the entire world.

2.7      "Exclusive" means that, subject to Article 4, STANFORD shall not grant
         further licenses in the Licensed Territory in the Licensed Field of
         Use.

2.8      "Date of FDA Approval" means the date of final written notification by
         the U.S. Food and Drug Administration ("FDA") of its approval of the
         Licensed Product(s) (including the labeling therefor) that authorizes
         marketing thereof for the treatment of SLE.

2.9      "Affiliates" means any corporation, firm, partnership or other entity,
         whether de jure or de facto, which directly or indirectly owns, is
         owned by or is under common ownership with a party to this Agreement to
         the extent of at least fifty percent (50%) of the equity (or such
         lesser percentage which is the maximum allowed to be owned by a foreign
         corporation in a particular jurisdiction) having the power to vote on
         or direct the affairs of the entity and any person, firm partnership,
         corporation or other entity actually controlled by, controlling or
         under common control with a party to this Agreement.

3.       GRANT

3.1      STANFORD hereby grants and LICENSEE hereby accepts a license in the
         Licensed Field of Use to make, use, and sell Licensed Product(s) in the
         Licensed Territory.

3.2      Said license is Exclusive, including the right to sublicense pursuant
         to Article 13, in the Licensed Field of Use for a term commencing as of
         Effective Date and ending, in each country, 7 years from the date of
         first commercial sale of a Licensed Product(s) by LICENSEE or
         sublicensee(s) in such country; LICENSEE agrees to promptly inform
         STANFORD in writing of the date of first commercial sale. Thereafter,
         said license shall be nonexclusive until


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         expiration of the last to expire of Licensed Patent(s). Within one year
         prior to the end of the Exclusive period STANFORD agrees to consider
         extending the Exclusive term herein defined upon request by LICENSEE,
         and if such extension is not in conflict with STANFORD policy or
         regulations.

4.       GOVERNMENT RIGHTS

This Agreement may be subject to all of the terms and conditions of Title 35
United States Code Sections 200 through 204, including an obligation that
Licensed Product(s) sold or produced in the United States be "manufactured
substantially in the United States," and LICENSEE agrees to take all reasonable
action necessary on its part as licensee to enable STANFORD to satisfy its
obligation thereunder, if any, relating to Invention(s).

5.       DILIGENCE

5.1      As an inducement to STANFORD to enter into this Agreement, LICENSEE
         agrees to use all reasonable efforts and diligence to proceed with the
         development, manufacture, and sale or lease of Licensed Product(s) and
         to diligently develop markets for the Licensed Product(s). Unless
         LICENSEE has initiated Phase II clinical trials by January 1, 1996,
         STANFORD may terminate this Agreement if LICENSEE or a sublicensee has
         not sold Licensed Product(s) for a period of one (1) year commencing as
         of the Date of FDA Approval of a Licensed Product.

5.2      Progress Report -- Commencing September 1, 1994, on or before September
         1 of each year until LICENSEE markets a Licensed Product(s), LICENSEE
         shall make a written annual report to STANFORD covering the preceding
         year ending June 30, regarding the progress of LICENSEE toward
         commercial use of Licensed Product(s). Such report shall include, as a
         minimum, information sufficient to enable STANFORD to satisfy any
         reporting requirements of the U.S. Government and for STANFORD to
         ascertain progress by LICENSEE toward meeting the diligence
         requirements of this Article 5.

6.       ROYALTIES

6.1      LICENSEE agrees to pay to STANFORD a noncreditable, nonrefundable
         license issue royalty of Twenty Thousand Dollars ($ 20,000) upon
         signing this Agreement.

6.2      Beginning September 1, 1994 and each September 1 thereafter, LICENSEE
         also shall pay to STANFORD a yearly royalty of Five Thousand Dollars
         ($5,000). Said yearly royalty payments are nonrefundable but they are
         creditable against earned royalties to the extent provided in Paragraph
         6.5.

6.3      (A) LICENSEE shall pay STANFORD earned royalties of [ * ] on Net Sales
         in countries where a Licensed Patent(s) has issued and LICENSEE (or a
         sublicensee), by its activities would, but for the license granted
         herein, infringe a valid claim of an unexpired Licensed Patent(s) of
         STANFORD covering said activity.

         (B) LICENSEE shall pay STANFORD earned royalties of [ * ] on Net Sales
         in countries where a Licensed Patent(s) has not issued and its
         activities (or those of any sublicensees) do not infringe a valid claim
         of an unexpired Licensed Patent(s), provided,

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


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         however, that such royalties shall be reduced to [       *      ] with
         respect to Net Sales in any country where a third party (other than a
         sublicensee) is selling a DHEA-containing product and the product is
         being used for the treatment of SLE.

6.4      LICENSEE shall pay STANFORD milestone payments according to the
         following schedule:

<TABLE>
<S>                                                                    <C>     
                  Issuance of Licensed Patent                          $ 20,000
                  Initiation of Phase III clinical trials              $ 50,000
                    or January 1, 1998, whichever occurs first
                  Date of FDA Approval                                 $100,000
</TABLE>

6.5      Creditable payments under this Agreement shall be an offset to LICENSEE
         against up to fifty percent (50%) of each earned royalty payment which
         LICENSEE would be required to pay pursuant to Paragraph 6.3 until the
         entire credit is exhausted.

6.6      (A) If this Agreement is not terminated in accordance with other
         provisions hereof, LICENSEE's obligation to pay royalties under
         Subsection 6.3 (A) in a country of the Licensed Territory shall
         continue for so long as LICENSEE, by its activities in such country
         would, but for the license granted herein, infringe a valid claim of an
         unexpired Licensed Patent(s) of STANFORD covering said activity.

          (B) If this Agreement is not terminated in accordance with other
          provisions hereof, LICENSEE's obligation to pay royalties under
          Subsection 6.3 (B) shall continue during the Exclusive period set
          forth in Section 3.2.

6.7      The royalty on sales in currencies other than U.S. Dollars shall be
         calculated using the appropriate foreign exchange rate for such
         currency quoted by the Bank of America (San Francisco) foreign exchange
         desk, on the close of business on the last banking day of each calendar
         quarter. Royalty payments to STANFORD shall be in U.S. Dollars. All
         non-U.S. taxes related to royalty payments shall be paid by LICENSEE
         and are not deductible from the payments due STANFORD.

6.8      Within thirty (30) days after receipt of a statement from STANFORD,
         LICENSEE shall reimburse STANFORD for all costs incurred by STANFORD
         during the Exclusive period and including those costs incurred prior to
         the Effective Date, in connection with the preparation, filing and
         prosecution of all patent applications and maintenance of patents
         corresponding to the Invention(s).

6.9      If LICENSEE makes payment to one or more third parties under
         patent(s)/patent applications and/or know-how which LICENSEE reasonably
         believes cover a particular Licensed Product as defined in Paragraph
         2.3 hereunder (and which do not cover apparatus used to manufacture the
         Licensed Product), the royalty rate specified in Paragraph 6.3 above
         shall be subject to reduction. [ * ]. [ * ] [ * ] . The obligations of
         STANFORD to reduce its royalties under this paragraph shall be subject
         to receipt by STANFORD from LICENSEE of adequate evidence of the
         payment obligation of such royalties by LICENSEE to such unaffiliated
         third parties, including the identity of such parties.

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


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7.       ROYALTY REPORTS, PAYMENTS, AND ACCOUNTING

7.1      Quarterly Earned Royalty Payment and Report -- Beginning with the first
         sale of a Licensed Product, LICENSEE shall make written reports (even
         if there are no sales) and earned royalty payments to STANFORD within
         thirty (30) days after the end of each calendar quarter. This report
         shall state the number, description, and aggregate Net Sales of
         Licensed Product(s) during such completed calendar quarter, and
         resulting calculation pursuant to Paragraph 6.3 of earned royalty
         payment due STANFORD for such completed calendar quarter. Concurrent
         with the making of each such report, LICENSEE shall include payment due
         STANFORD of royalties for the calendar quarter covered by such report.

7.2      Accounting -- LICENSEE agrees to keep and maintain records for a period
         of three (3) years showing the manufacture, sale, use, and other
         disposition of products sold or otherwise disposed of under the license
         herein granted. Such records will include general ledger records
         showing cash receipts and expenses, and records which include
         production records, customers, serial numbers and related information
         in sufficient detail to enable the royalties payable hereunder by
         LICENSEE to be determined. LICENSEE further agrees to permit its books
         and records to be examined by STANFORD from time to time to the extent
         necessary to verify reports provided for in Paragraph 7.1. Such
         examination is to be made by STANFORD or its designee (acceptable to
         LICENSEE), at the expense of STANFORD, except in the event that the
         results of the audit reveal an underreporting of royalties due STANFORD
         of five percent (5%) or more, then the audit costs shall be paid by
         LICENSEE.

8.       NEGATION OF WARRANTIES

8.1      Nothing in this Agreement is or shall be construed as:

             (a)  A warranty or representation by STANFORD as to the validity or
                  scope of any Licensed Patent(s);

             (b)  A warranty or representation that anything made, used, sold,
                  or otherwise disposed of under any license granted in this
                  Agreement is or will be free from infringement of patents,
                  copyrights, and other rights of third parties;

             (c)  An obligation to bring or prosecute actions or suits against
                  third parties for infringement, except to the extent and in
                  the circumstances described in Article 12;

             (d)  Granting by implication, estoppel, or otherwise any licenses
                  or rights under patents or other rights of STANFORD or other
                  persons other than Licensed Patent(s), regardless of whether
                  such patents or other rights are dominant or subordinate to
                  any Licensed Patent(s); or

             (e)  An obligation to furnish any technology or technological
                  information other than the Technology.

8.2      Except as expressly set forth in this Agreement, STANFORD MAKES NO
         REPRESENTATIONS AND EXTENDS NO WARRANTIES OF ANY KIND, EITHER EXPRESS
         OR IMPLIED. THERE ARE NO EXPRESS OR IMPLIED WARRANTIES OF
         MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THAT THE


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          USE OF THE LICENSED PRODUCT(S) WILL NOT INFRINGE ANY PATENT,
          COPYRIGHT, TRADEMARK, OR OTHER RIGHTS OR ANY OTHER EXPRESS OR IMPLIED
          WARRANTIES.

8.3      LICENSEE agrees that nothing in this Agreement grants LICENSEE any
         express or implied license or right under or to:

             (a)  U.S. Patent No. 4,237,224, "Process for Producing Biologically
                  Functional Molecular Chimeras," U.S. Patent No. 4,468,464 and
                  U.S. Patent No. 4,740,470, both entitled, "Biologically
                  Functional Molecular Chimeras" (collectively known as the
                  Cohen/Boyer patents) or reissues thereof; or

             (b)  U.S. Patent 4,656,134 "Amplification of Eucaryotic Genes" or
                  any patent application corresponding thereto.

9.       INDEMNITY

9.1      LICENSEE agrees to indemnify, hold harmless, and defend STANFORD and
         Stanford University Hospital and their respective trustees, officers,
         employees, students, and agents against any and all claims for death,
         illness, personal injury, property damage, and improper business
         practices arising out of the manufacture, use, sale, or other
         disposition of Invention(s), Licensed Patent(s), Licensed Product(s),
         or Technology by LICENSEE or sublicensee(s), or their customers.

9.2      STANFORD shall not be liable for any indirect, special, consequential,
         or other damages whatsoever, whether grounded in tort (including
         negligence), strict liability, contract or otherwise. STANFORD shall
         not have any responsibilities or liabilities whatsoever with respect to
         Licensed Products(s).

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

9.4      In addition to the foregoing, LICENSEE shall maintain, during the term
         of this Agreement, Comprehensive General Liability Insurance, including
         Products Liability Insurance, with reputable and financially secure
         insurance carrier(s) to cover the activities of LICENSEE and its
         sublicensee(s). During Phase I through Phase III clinical trials such
         insurance shall provide minimum limits of liability of Two Million
         Dollars ($2,000,000), and during marketing of Licensed Product(s) to
         the public such insurance shall provide minimum limits of liability of
         Five Million Dollars ($5,000,000) and shall include STANFORD, Stanford
         University Hospital, their trustees, directors, officers, employees,
         students, and agents as additional insureds. Such insurance shall be
         written to cover claims incurred, discovered, manifested, or made
         during or after the expiration of this Agreement. At STANFORD's
         request, LICENSEE shall furnish a Certificate of Insurance evidencing
         primary coverage and requiring thirty (30) days prior written notice of
         cancellation or material change to STANFORD. LICENSEE shall advise
         STANFORD, in writing, that it maintains excess liability coverage
         (following form) over primary insurance for at least the minimum limits
         set forth above. All such insurance of LICENSEE shall be primary
         coverage; insurance of STANFORD or Stanford University Hospital shall
         be excess and noncontributory.


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10.      MARKING

Prior to the issuance of patents on the Invention(s), LICENSEE agrees to mark
Licensed Product(s) (or their containers or labels) made, sold, or otherwise
disposed of by it under the license granted in this Agreement with the words
"Patent Pending," and following the issuance of one or more patents, with the
numbers of the Licensed Patent(s).

11.      STANFORD NAMES AND MARKS

LICENSEE agrees not to identify STANFORD in any promotional advertising or other
promotional materials to be disseminated to the public or any portion thereof or
to use the name of any STANFORD faculty member, employee, or student or any
trademark, service mark, trade name, or symbol of STANFORD or the Stanford
University Hospital, or that is associated with either of them, without
STANFORD's prior written consent.

12.      INFRINGEMENT BY OTHERS: PROTECTION OF PATENTS

12.1     LICENSEE shall promptly notify STANFORD ("Notice of Infringement") of
         any suspected infringement of any Licensed Patent(s) by a third party.
         During the Exclusive period of this Agreement, STANFORD and LICENSEE
         each shall have the right to institute an action for infringement of
         the Licensed Patent(s) against such third party in accordance with the
         following:

             (a)  If STANFORD and LICENSEE agree to institute suit jointly, the
                  suit shall be brought in both their names, the out-of-pocket
                  costs thereof shall be borne equally, and any recovery or
                  settlement shall be shared equally. LICENSEE and STANFORD
                  shall agree to the manner in which they shall exercise control
                  over such action. STANFORD may, if it so desires, also be
                  represented by separate counsel of its own selection, the fees
                  for which counsel shall be paid by STANFORD;

             (b)  In the absence of agreement to institute a suit jointly,
                  STANFORD may institute suit, and, at its option, join LICENSEE
                  as a plaintiff. If STANFORD decides to institute suit, then it
                  shall notify LICENSEE in writing. LICENSEE's failure to notify
                  STANFORD in writing, within thirty (30) days after the date of
                  the notice, that it will join in enforcing the patent pursuant
                  to the provisions hereof, shall be deemed conclusively to be
                  LICENSEE's assignment to STANFORD of all rights, causes of
                  action, and damages resulting from any such alleged
                  infringement. STANFORD shall bear the entire cost of such
                  litigation and shall be entitled to retain the entire amount
                  of any recovery or settlement;

             (c)  In the absence of agreement to institute a suit jointly and if
                  STANFORD notifies LICENSEE that it has decided not to join in
                  or institute a suit, as provided in (a) or (b) above, STANFORD
                  shall notify LICENSEE of such decision no later than sixty
                  (60) days after LICENSEE's Notice of Infringement and LICENSEE
                  may institute suit and, at its option, join STANFORD as a
                  plaintiff. If LICENSEE decides to institute suit, then it
                  shall notify STANFORD in writing. LICENSEE shall bear the
                  entire cost of such litigation and shall be entitled to retain
                  the entire amount of any recovery or settlement, provided,
                  however, that one-half (1/2) of any recovery in excess of


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                  litigation costs (including, without limitation, attorneys'
                  fees and court costs) shall be deemed to be Net Sales, and
                  LICENSEE shall pay STANFORD royalties thereon at the rates
                  specified herein.

12.2     Should either STANFORD or LICENSEE commence a suit under the provisions
         of Paragraph 12.1 and thereafter elect to abandon the same, it shall
         give timely notice to the other party who may, if it so desires,
         continue prosecution of such suit, provided, however, that the sharing
         of expenses and any recovery in such suit shall be as agreed upon
         between STANFORD and LICENSEE.

13.      SUBLICENSE(S)

13.1     LICENSEE may grant sublicense(s) during the Exclusive period.

13.2     If LICENSEE is unable or unwilling to serve or develop a potential
         market or market territory for which there is a willing sublicensee(s),
         LICENSEE will, at STANFORD's request, negotiate in good faith a
         sublicense(s) hereunder.

13.3     Any sublicense(s) granted by LICENSEE under this Agreement shall be
         subject and subordinate to terms and conditions of this Agreement,
         except:

             (a)  Sublicense terms and conditions shall reflect that any
                  sublicensee(s) shall not further sublicense; and

             (b)  The earned royalty rate specified in the sublicense(s) may be
                  at higher rates than the rates in this Agreement. Any such
                  sublicense(s) also shall expressly include the provisions of
                  Articles 7, 8, and 9 for the benefit of STANFORD and provide
                  for the transfer of all obligations, including the payment of
                  royalties specified in such sublicense(s), to STANFORD or its
                  designee, in the event that this Agreement is terminated.

13.4     LICENSEE agrees to provide STANFORD a copy of any sublicense(s) granted
         pursuant to this Article 13.

13.5     LICENSEE shall pay STANFORD [           *           ] of all non-equity
         license issue and milestone payments received by LICENSEE from its
         sublicensee(s). In addition, LICENSEE shall pay to STANFORD earned
         royalties on the Net Sales of its sublicensees in accordance with the
         terms set forth in Article 6.

14.      TERMINATION

14.1     LICENSEE may terminate this Agreement by giving STANFORD notice in
         writing at least thirty (30) days in advance of the effective date of
         termination selected by LICENSEE.

14.2     STANFORD may terminate this Agreement if LICENSEE:

             (a)  Is in default in payment of royalty or providing of reports;

             (b)  Is in breach of any provision hereof; or


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

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             (c)  Provides any false report;

          and LICENSEE fails to remedy any such default, breach, or false report
          within sixty (60) days after written notice thereof by STANFORD.

14.3     Surviving any termination are:

             (a)  LICENSEE's obligation to pay royalties accrued or accruable;

             (b)  Any cause of action or claim of LICENSEE or STANFORD, accrued
                  or to accrue, because of any breach or default by the other
                  party; and

             (c)  The provisions of Articles 7, 8, and 9.

15.      ASSIGNMENT

This Agreement may not be assigned, except that in the event of a sale,
consolidation, reorganization, merger or other transfer involving all or
substantially all of LICENSEE's business or assets, this Agreement and the
rights granted herein shall inure to the benefit of the successor of LICENSEE.

16.      ARBITRATION

16.1     Any controversy arising under or related to this Agreement, and any
         disputed claim by either party against the other under this Agreement
         excluding any dispute relating to patent validity or infringement
         arising under this Agreement, shall be settled by arbitration in
         accordance with the Licensing Agreement Arbitration Rules of the
         American Arbitration Association.

16.2     Upon request by either party, arbitration will be by a third party
         arbitrator mutually agreed upon in writing by LICENSEE and STANFORD
         within thirty (30) days of such arbitration request. Judgment upon the
         award rendered by the arbitrator shall be final and nonappealable and
         may be entered in any court having jurisdiction thereof.

16.3     The parties shall be entitled to discovery in like manner as if the
         arbitration were a civil suit in the California Superior Court. The
         Arbitrator may limit the scope, time and/or issues involved in
         discovery.

16.4     Any arbitration shall be held at Stanford, California, unless the
         parties hereto mutually agree in writing to another place.

17.      NOTICES

All notices under this Agreement shall be deemed to have been fully given when
done in writing and deposited in the United States mail, registered or
certified, and addressed as follows:


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To STANFORD:               Office of Technology Licensing
                           Stanford University
                           900 Welch Road, Suite 350
                           Palo Alto, CA 94304-1850
                           Attention:       Director

To LICENSEE:               Genelabs Technologies, Inc.
                           505 Penobscot Drive
                           Redwood City, CA 94063
                           Attention: Senior Vice President
                                      Corporate Development

Either party may change its address upon written notice to the other party.

18.      WAIVER

None of the terms of this Agreement can be waived except by the written consent
of the party waiving compliance.

19.      APPLICABLE LAW

This Agreement shall be governed by the laws of the State of California
applicable to agreements negotiated, executed and performed wholly within
California.


IN WITNESS WHEREOF, the parties hereto have executed this Agreement in duplicate
originals by their duly authorized officers or representatives.


THE BOARD OF TRUSTEES OF THE                 GENELABS TECHNOLOGIES, INC.
LELAND STANFORD JUNIOR UNIVERSITY

<TABLE>
<S>                                          <C>
Signature: /s/ Katharine Ku                  Signature: /s/ John S. Hegedus
          -----------------                            --------------------

Name:      Katharine Ku                      Name:      John S. Hegedus

Title:     Director, Technology Licensing    Title:     Sr. VP, Corporate Development

Date:      September 28, 1993                Date:      October 8, 1993
</TABLE>


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