Exhibit
      10.1

    


    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.

     

    RESEARCH
      COLLABORATION AGREEMENT 

     

    This
      Research Collaboration Agreement is ("Agreement") entered into and effective
      this day of August 6, 2007 (hereinafter the "Effective Date"), by and between
      

    


    
      	 	
              (1)

            	
              MRC
                Technology, whose principal place of business is situated at 1-3
                Burtonhole Lane, Mill Hill, London NW7 lAD, England (hereinafter
                also
                called "MRCT"); and: 

            


    

    


    
      	 	
              (2)

            	
              INTELLECT
                NEUROSCIENCES, Inc. whose principal place of business is located
                at 7 West
                18& Street, New York, NY 10011 (hereinafter also called "Intellect");
                

            


    

    


    Recitals

    


    WHEREAS,
      Intellect has identified, developed and has know-how and proprietary rights
      to
      certain monoclonal antibodies, including two murine monoclonal antibodies
      against amyloid beta, designated by Intellect as Antibody IN-NO1 and Antibody
      IN-C02; and 

    


    WHEREAS,
      Intellect has research expertise, know-how, and proprietary rights relating
      to
      discovery research leading toward new therapeutic products based on Intellect
      monoclonal antibodies; and

    


    WHEREAS,
      MRCT has genetic engineering expertise to modify murine antibodies wherein
      certain regions of the immunoglobulin are changed from mouse to human, which
      modification is sometimes, in one aspect, referred to as "humanising" or
      "humanisation"; and 

    


    WHEREAS,
      MRCT has developed processes and vectors to humanise murine antibodies and
      has
      the right to grant licenses to third parties under the Licensed Patent Rights
      as
      hereinafter defined; and 

    WHEREAS,
      Intellect is desirous of modifying its Antibody IN-NO1 and Antibody IN- C02
      and
      of having MRCT perform such modification, and MRCT is desirous of carrying
      out
      such modification; 

    


    NOW,
      THEREFORE, in consideration of the foregoing promises and of the mutual
      covenants and obligations hereinafter set forth, the parties agree as follows:
      

    


    ARTICLE
      I -Definitions

    


    As
      used
      in this agreement, the following terms when used with initial capital letters,
      shall have the following meanings, the singular shall include the plural and
      vice versa: 

    


    1.1
       "Affiliate"
      shall mean any entity that directly or indirectly controls, is controlled by,
      or
      is under common control with a party, and for the purposes of this Section
      1.3,
      "control" shall mean ownership of more than fifty percent (50%) of the voting
      interest, or such lower maximum amount allowed by the law governing the
      ownership of said organisation. 


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    1.2
       "Antibody"
      shall mean either Antibody IN-NO1 or Antibody IN-C02 (as the context requires)
      and "Antibodies" shall mean both Antibody IN-NO1 and Antibody IN-C02.


    


    1.3
       "Business
      Day" means any day, except Saturday and Sunday, on which commercial banking
      institutions are open for business (i) in the USA in the case of Intellect
      and
      (ii) in London, U.K., in the case of MRCT. Any other reference in this Agreement
      to "day" whether or not capitalized shall refer to a calendar day, not a
      Business Day. 

    


    1.4
       "Commercial
      Introduction" shall mean the date upon which Intellect or one or more Affiliates
      or Licensees (as defined hereunder) first achieves Net Sales following the
      final
      issuance of all required licenses and approvals by the United States Food and
      Drug Administration ("FDA") (or equivalent licenses and approvals in a country
      other than the United States) allowing for the manufacture and sale of a
      Licensed Product for human use. 

    


    1.5
       "Commercial
      Sale" means, with respect to a Licensed Product in a particular country, the
      sale to a third party purchaser by Intellect, its Affiliates, and or its
      Licensees of Licensed Products in such country after all required Regulatory
      Approvals have been obtained in such country and, if Regulatory Approval is
      not
      required in such country, any commercial sale of Licensed Products in such
      country.

    


    1.6
       "Confidential
      Information" means all secret, confidential, or proprietary information or
      data,
      whether provided in written, oral, video, computer, or other form or format,
      provided by one party ("the Disclosing Party") to the other party (the
      "Receiving Party") pursuant to this Agreement or generated pursuant to this
      Agreement, including, but not limited to, information relating to the Disclosing
      Party's existing or proposed research and development efforts, patent
      applications, business or products, the terms of this Agreement, and any other
      materials that have not been made available by the Disclosing Party to the
      general public. Notwithstanding the foregoing sentence, Confidential Information
      shall not include any information or materials that: 

    


    (i)
       are
      already known to the Receiving Party (other than under obligation of
      confidentiality) at the time of disclosure by the Disclosing Party, to the
      extent the Receiving Party has documentary evidence to that effect;


    


    (ii)
       are
      generally available to the public or otherwise part of the public domain at
      the
      time of its disclosure to the Receiving Party; 

    


    (iii) 
      become
      generally available to the public or otherwise part of the public domain after
      its disclosure or development, as the case may be, and other than through any
      act or omission of a party in breach of such party's confidentiality obligations
      under this Agreement; 

    


    (iv) 
      are
      subsequently lawfully disclosed to the Receiving Party by a third party who
      had
      no obligation to the Disclosing Party not to disclose such information to
      others; 

    


    (v)
       are
      independently discovered or developed by or on behalf of the Receiving Party
      without the use of the Disclosing Party's Confidential Information, to the
      extent the Receiving Party has documentary evidence to that effect;


    


    (vi)
       are
      approved for release by the Disclosing Party in writing; or 

    


    (vii)
       are
      required by law to be disclosed. 


    
      
         

      

      
        2

        
          

        

      

      
         

      

    


    1.7
       "Designated
      Antibody" shall mean a Humanised Antibody for which Intellect seeks regulatory
      approval through the conduct of human clinical trials, or a US BLA, or an
      equivalent regulatory approval in any country. 

    


    


    1.8
       "Humanised
      Antibody" shall mean an antibody that binds to amyloid beta and is made by
      MRCT
      under this Agreement, the antibody comprising murine complementarity determining
      regions ('CDRs' as identified in Exhibit Al. Winter Patent") derived from
      Antibody IN-NO1 together with human framework regions, or derived from Antibody
      IN-C02 together with human framework regions, and in each case any modifications
      thereof. 

    


    1.9
       "Intellect
      Invention" shall mean any discovery or invention to the extent (i) made or
      conceived or reduced to practice by or on behalf of MRCT, whether alone or
      jointly with Intellect, in the performance of the humanisation of Intellect's
      Antibody IN-NO1 and Antibody IN-C02, whether or not patentable, and (ii) not
      an
      MRCT Invention. For the purpose of clarity, Intellect Inventions shall include
      without limitation all of the DNA sequences encoding Humanised Antibody genes
      included in the MRCT Deliverables as defined in Section 2.2 but otherwise
      excluding DNA sequences encoding for MRCT'S proprietary expression vectors.
      

    


    1.10
       "Intellect
      IP" shall mean any and all patented and non-patented proprietary technology
      and
      information, in any form whatsoever, that is necessary or useful for making
      and
      using Humanised Antibodies, without regard to whether or not the technology
      or
      information is patentable, which is (i) owned with the right to disclose or
      otherwise controlled by Intellect as of the Effective Date or hereafter during
      the term of this Agreement and is first disclosed by Intellect to MRCT, or
      (ii)
      is assigned, or is obliged hereunder to be assigned, to Intellect by MRCT,
      including, without limitation, processes, techniques, methods, products,
      transformed cells, other biological materials and compositions which are
      necessary or useful for making or using the Humanised Antibodies. Intellect
      IP
      shall not include MRCT IP or MRCT Inventions. 

    


    1.11
       "Licensed
      Patent Rights" shall mean the patents and patent applications licensed to MRCT
      and with respect to which MRCT has the right to authorise and grant sublicenses,
      as detailed in Exhibit A hereto, including any divisions, renewals,
      continuations, extensions, reexaminations, reissues, or continuations-in-part
      (to the extent that any such continuation-in- part claims subject matter as
      disclosed in the patents and applications listed in Exhibit A) thereof, as
      well
      as any patent that issues from any of the foregoing. 

    


    1.12
       "Licensed
      Product" shall mean a product comprising a Humanised Antibody, the manufacture,
      use, offer for sale, sale, or importation of which by an unlicensed third party
      would infringe one or more Valid Claims of the Licensed Patent Rights, or which
      incorporates MRCT IP or MRCT Inventions. The term "Licensed Product" does not
      include chimeric antibodies or murine antibodies. 

    


    1.13
       "Licensee"
      shall mean any organisation licensed by Intellect to manufacture or sell
      Licensed Products. For clarity, the term "Licensee" shall include any
      Sublicensee of Intellect under the Licensed Patent Rights as herein defined.
      

    


    1.14
       "MRCT
      Invention" shall mean any discovery or invention to the extent (i) made or
      conceived or reduced to practice by or on behalf of MRCT in the performance
      of
      the humanisation of Intellect's Antibody IN-NO1 and Antibody IN-C02 under this
      Agreement, whether or not patentable, and (ii) covering a generally applicable
      method or technique for humanising antibody proteins or for constructing a
      vector or reagent used to humanise or express an antibody. 


    
      
         

      

      
        3

        
          

        

      

      
         

      

    


    


    1.15
       "MRCT
      IP"
      shall mean (i) any MRCT Invention and (ii) all patented and non- patented
      proprietary technology and information, in any form whatsoever, that is: (a)
      necessary or useful for making and using the Licensed Products, without regard
      to whether or not the technology or information is patentable; (b) owned,
      controlled, or developed by MRCT, as of the Effective Date or hereafter during
      the term of this Agreement; and (c) provided by MRCT to Intellect hereunder,
      including, but not limited to discoveries, formulae, materials, practices,
      methods, knowledge, know-how, processes, trade secrets, ideas, concepts,
      manufacturing, engineering, standard operating procedures, flow diagrams and
      charts, quality assurance, quality control data, technical data, manufacturing
      technology, research data and records, and all other confidential or proprietary
      technical and business information relating to the humanisation of murine
      antibodies, generation of chimeric antibodies, or any gene expression vectors
      used in such methods and all improvements or modifications thereto. For purposes
      of clarity, MRCT IP includes MRCT Inventions that satisfy (a), (b) and (c),
      above, while MRCT IP does not include Licensed Patent Rights as defined
      hereunder. 

    


    1.16
       "Net
      Sales" shall mean the gross amount invoiced by Intellect, its Affiliates and/or
      Licensees for the sale of Licensed Products, less the following amounts: (i)
      discounts or rebates actually allowed or granted; (ii) credits or allowances
      actually granted on rejections or returns (not exceeding the original billing);
      (iii) outbound freight, postage, shipping, and insurance charges prepaid or
      allowed; (iv) sales, tariff duties, surcharges, and/or use or excise taxes,
      levies, or other similar governmental charges included in the invoiced amount;
      and (v) any similar and customary deductions taken in accordance with U.K.
      generally accepted accounting principles (GAAP) consistently applied. Provision
      of Licensed Products for promotional, sampling, or educational purposes, or
      for
      use in pre-clinical studies or clinical trials, shall not be considered in
      determining Net Sales, provided that no consideration (monetary or non-monetary
      other than incidental) is received in exchange therefor. No allowance or
      deduction shall be made for commissions or collections or overhead, by whatever
      name known.

     

    1.17
       "Regulatory
      Approval" in a country means any and all approvals (including price and
      reimbursement approvals), licences, registrations, or authorisation of any
      governmental agency, necessary for the manufacture, use, storage, import,
      transport, and/or sale of a Licensed Product in such country. 

    


    1.18
       "Research
      Collaboration" means the research activities undertaken by the parties in
      accordance with the Research Plan. 

    


    1.19
       “Research
      Plans” shall mean the plan of research activites as set forth in Annex A
      hereto.

    


    1.20
       “Sublicense”,
      Sublicense Agreement” and “Sublicensee” shall mean, and include, without
      limitation, any relationship in which Intellect grants a third party a licence,
      option, right of first refusal, or other such right under any of the licences
      granted by MRCT to Intellect under this Agreement for the purpose of allowing
      such third party to develop and commercialise one or more Licensed Products.
      

    


    1.21
       "Term"
      shall have the meaning set out in Section 8.1. 

    


    1.22
       "Valid
      Claim" shall mean a claim in any unexpired issued patent within the Licensed
      Patent Rights or MRCT IP which has not been held invalid by a non-appealed
      or
      unappealable decision by a court or other appropriate body of competent
      jurisdiction. 

    


    ARTICLE
      I1 -Research Collaboration

    


    2.1
       Upon
      the
      execution of this Agreement and the receipt from Intellect of the necessary
      materials and information as specified in Section 2.2, below, MRCT will
      undertake the humanisation of Intellect's Antibody IN-NO1 and Antibody IN-C02
      in
      accordance with the Research Plan set forth in Annex A hereto. The Research
      Plan
      may be amended as mutually agreed to by the parties. The parties agree to use
      commercially reasonable efforts to perform their respective responsibilities
      under the Research Collaboration. 


    
      
         

      

      
        4

        
          

        

      

      
         

      

    


    


    2.2
       Under
      the
      Research Plan, MRCT shall provide the following biological materials, including
      gene cloning vectors for research purposes only, data (including copies of
      raw
      data) information, and reports to Intellect (collectively, the "MRCT
      Deliverables"): 

    


    [*****].
      

    


    2.3
       After
      the
      Effective Date, Intellect shall, at its expense and without charge to MRCT,
      deliver to MRCT at least one cell line that produces Intellect's Antibody IN-NO1
      and Antibody IN-C02 and such Intellect know-how including related technical
      information as sufficient (in the reasonable judgment of both parties) to enable
      MRCT to carry out its humanisation obligations under this Agreement (the
      "Intellect Deliverables"). The Intellect Deliverables shall be deemed to be
      Confidential Information of Intellect. The transfer from Intellect to MRCT
      of
      the cell line(s) producing Intellect's Antibody IN-NO1 and Antibody IN-C02
      is
      solely for the purpose of MRCT conducting its humanisation obligations under
      this Agreement, and for no other purpose, and MRCT shall hold the Intellect
      Deliverables in strict confidence. 

    


    2.4
       MRCT
      shall maintain an appropriate secure work site for conducting its activities
      under the Research Plan. MRCT shall cause its research teams performing the
      activities under the Research Plan to keep detailed contemporaneous records
      and
      data in connection with the Research Plan, and to prepare reports detailing
      work
      to date, which shall be furnished to Intellect in a timely manner upon
      completion of each research milestone specified in the Research Plan or as
      otherwise agreed between the parties. MRCT shall permit duly authorised
      employees of Intellect to have access to MRCT's laboratories from time to time
      at mutually agreeable times and upon reasonable notice for the purpose of
      reviewing the work conducted by MRCT pursuant to this Agreement. 

    


    2.5
       Any
      MRCT
      personnel performing work pursuant to the Research Plan shall be obligated
      under
      hislher terms and conditions of employment to (i) assign hisher entire worldwide
      right, title, and interest in and to any discovery, invention, improvement,
      or
      technological advance, including any MRCT Invention, and any associated
      intellectual property, including any MRCT IP, to MRCT and (ii) comply at all
      times with the confidentiality obligations imposed on MRCT under this Agreement.
      

    


    2.6
       Upon
      completion of its research activities hereunder or the earlier termination
      of
      the Research Collaboration in accordance with Article VIII, MRCT shall provide
      to Intellect samples of all Humanised Antibodies, as agreed to by the parties,
      and MRCT shall issue a final written report to Intellect. The final written
      report shall set forth in reasonable detail the results of MRCT'S humanisation
      of Intellect Antibody IN-NO1 and Antibody IN-C02 including, without limitation,
      the synthesis information (including, but not limited to, the DNA and amino
      acid
      sequence information, and including final and intermediate sequences) for all
      Humanised Antibodies. 

    


    2.7
       All
      worldwide right, title, and interest in Humanised Antibodies, Intellect
      Inventions and Intellect IP shall belong solely to Intellect. At the request
      and
      expense of Intellect, MRCT shall execute such documents as Intellect may
      reasonably request in order to reflect Intellect's ownership of Humanised
      Antibodies, Intellect Inventions and Intellect IP, and to reasonably cooperate
      with and assist Intellect with regard to Intellect's efforts to register
      Intellect's rights in and to the Humanised Antibodies.

     

    2.8
       MRCT
      shall maintain, within its sole possession and control, samples of Humanised
      Antibodies and samples of any vectors containing Humanised Antibodies and MRCT
      shall not distribute, transfer, or sell any such Humanised Antibodies or vectors
      (or any MRCT Deliverable) to any third party for any purpose whatsoever without
      the prior written consent of Intellect. 


    
      
         

      

      
        5

        
          

        

      

      
         

      

    


    2.9
       Notwithstanding
      anything to the contrary herein, MRCT retains all worldwide right, title, and
      interest in the Licensed Patent Rights and MRCT IP used or developed in the
      performance of MRCT's obligations under this Agreement. Intellect is granted
      (under Section 4.1, below) a limited licence to use any vectors and sequences
      included in the MRCT IP only insofar as such vectors and sequences are used
      in
      conjunction with the expression of Intellect's Antibody IN-NO1 and Antibody
      IN-C02 and Humanised Antibodies derived therefrom by MRCT subject to the terms
      of this Agreement. MRCT shall not, except in the event of termination of this
      Agreement by MRCT pursuant to Sections 8.4 or 8.5 hereof, exercise any of its
      proprietary rights arising hereunder or otherwise restrict Intellect from
      commercialising any Humanised Antibody produced hereunder in any manner. All
      MRCT Inventions shall be owned by MRCT and shall be deemed to be included in
      the
      MRCT IP and the Licensed Patent Rights, as applicable. 

    


    ARTICLE
      111 -Payments for the Research Collaboration

    


    3.1
       Intellect
      shall pay to MRCT for undertaking to perform the humanisation work pursuant
      to
      the Research Collaboration the sum of [*****] United Kingdom Pounds (UK£[*****])
      for each Antibody (the "Initial Payment"). The Initial Payment for each Antibody
      is non-refundable and shall be made 

    


    
      	 	
              (i)

            	
              within
                sixty (60) days after the Effective Date in relation to Antibody
                IN-N01;
                and

            


    

    
      	 	
              (ii)

            	
              within
                thirty (30) days of the receipt by MRCT of the cell line producing
                Antibody IN-C02 from Intellect (as set out in Section 2.3) in relation
                to
                Antibody IN-C02.

            


    

    


    3.2
       Intellect
      will pay MRCT in United Kingdom Pounds for its research efforts carried out
      in
      accordance with the Research Plan the research milestone payments (the "Research
      Milestone Payments") as set forth in the cost schedule attached as Annex B
      within thirty (30) days following the documented completion of, and delivery
      by
      MRCT of the relevant MRCT Deliverable and Intellect's receipt of an invoice
      from
      MRCT for, each research milestone specified in Annex A. The Initial Payment
      and
      the Research Milestone Payments shall be paid by wire transfer in United Kingdom
      Pounds (UU)within thirty (30) days of the date of invoice by wire transfer
      to
      the account of MRCT. at [*****], or such other bank and or account as may be
      notified to Intellect by MRCT from time to time, and the transaction identified
      as "Agreement dated [Effective Date] between MRC Technology and Intellect".
      For
      the avoidance of doubt the Research Milestone Payments set out in Annex B shall
      be payable by Intellect in relation to each of Antibody IN-NO1 and Antibody
      IN-C02. 

    


    3.3
       In
      the
      event that Intellect does not agree that any one of the Research Milestones
      has
      been met, Intellect shall notify MRCT within fifteen (15) Business Days from
      the
      date of delivery of MRCT Deliverable required by said Milestone. Intellect
      shall
      be deemed to have accepted a particular MRCT Deliverable unless it notifies
      MRCT
      of any defect or non-conformity within fifteen (15) Business Days after it
      receives the particular MRCT Deliverable. On receipt of any such notification,
      Intellect and MRCT will each use best efforts to reach agreement on the
      clarification and redefinition of the Milestone(s) and (if applicable)
      corresponding cost schedule. In the event of a dispute arising under this
      Section 3.3, Intellect shall pay the disputed amount to MRCT and payment so
      made
      will be without prejudice to either party's right to seek resolution of the
      dispute under Section 1 1.13, below. 

    


    3.4
       Except
      as
      otherwise expressly provided herein or agreed to by the parties in writing,
      all
      payments hereunder shall be made free and clear of and without deduction or
      deferment in respect of any demand, set-off, counterclaim, or other dispute,
      and
      so far as is legally possible, such payment shall be made free and clear of
      any
      taxes payable on said payments imposed by or under the authority of government
      or any public authority, and, in particular, but without limitation where any
      sums due to be paid to MRCT hereunder are subject to any withholding or similar
      tax, Intellect shall pay such additional amount as shall be required to ensure
      that the net amount received by MRCT hereunder will equal the full amount which
      would have been due to MRCT hereunder had no such tax been imposed or required
      by law to be withheld, unless said tax is withheld for the benefit of MRCT.
      Intellect and, without prejudice to the foregoing, MRCT shall use their best
      endeavours to do all such lawful acts and to sign all such lawful documents
      as
      will enable Intellect to take advantage of any applicable legal provision or
      any
      double taxation treaty with the object of paying the sums due MRCT without
      imposing or withholding any tax. 


    
      
         

      

      
        6

        
          

        

      

      
         

      

    

    


    ARTICLE
      IV -License Grant and Payments

    


    4.1
       MRCT
      hereby grants to Intellect (i) a non-exclusive worldwide sublicense, with the
      right to grant further Sublicenses, under the Licensed Patent Rights to make,
      have made, use, import, offer for sale, and/or sell Licensed Products; and
      (ii)
      an exclusive worldwide licence, with the right to grant Sublicenses, under
      the
      MRCT IP to make, have made, use, import, offer for sale, and/or sell Licensed
      Products. 

    


    4.2
       Granting
      of Sublicenses 

    


    (i)
       Intellect,
      without being required to obtain the consent of MRCT, shall be entitled to
      grant
      further non-exclusive Sublicenses to its Licensees to make, have made, use,
      import, offer for sale, and/or sell Licensed Products. 

    


    (ii)
       Intellect
      undertakes upon the execution of any Sublicense Agreement under sub-section
      4.1
      (i) above promptly to advise MRCT of the identity of the Sublicensee and nature
      of the rights so licensed. 

    


    4.3
       The
      following arrangements shall not require the prior consent of MRCT:


    


    (i)
       The
      appointment of any person as agent or distributor to market, sell, use, or
      otherwise dispose of the Licensed Products in any part of the world.


    


    (ii)
       The
      subcontracting of manufacture of Licensed Products by Licensee. 

    


    4.4
       Regulatory
      Milestone Payments. In consideration of the rights, privileges and licences
      granted herein, Intellect shall pay to MRCT in United States Dollars (US
      Dollars) each of the following regulatory milestone payments in respect of
      each
      Designated Antibody ("Regulatory Milestone Payments"): 

    


    [*****]

    


    Each
      of
      the above Regulatory Milestone Payments shall become due and payable forthwith
      upon the corresponding payment becoming due and payable to Intellect by a
      development partner or Licensee or, where no such payment is payable to
      Intellect, on Intellect first receiving notification from the relevant
      regulatory authority of the granting of the Regulatory Approval upon which
      it is
      contingent, as specified above in this Section 4.2. In the event that each
      of
      the Designated Antibodies is subject to separate clinical trials the payments
      set out in Sections 4.4(i) and (ii) shall be due in respect of each Designated
      Antibody. In the event that the Designated Antibodies are tested in the same
      clinical trial the payments set out in Section 4.4(i) and (ii) shall be payable
      only once. 


    
      
         

      

      
        7

        
          

        

      

      
         

      

    


    4.5
       Royalties.
      In consideration of the rights, privileges and licence granted herein, Intellect
      shall pay to MRCT on a country-by-country, Licensed Product-by-Licensed Product
      basis an earned royalty of [*****] of the Net Sales of Licensed Products.


    


    All
      royalties payable by Intellect to MRCT shall be paid on a country-by-country
      basis from the date of the first Commercial Sale by Intellect, its Affiliates
      and/or Licensees of each Licensed Product in each country until ten (10) years
      after the first Commercial Sale of the applicable Licensed Product in said
      country (the "Royalty Period") provided that any time following such first
      Commercial Sale during which the Licensed Product is withdrawn from the market
      for any reason shall not count towards such ten year period. 

    


    On
      a
      country-by-country basis and on a Licensed Product-by-Licensed Product basis,
      upon the scheduled expiration of the obligation to pay royalties with respect
      to
      the sale of such Licensed Product in such country, Intellect shall have a fully
      paid-up, royalty free, perpetual and irrevocable license to make, have made,
      use, import, offer for sale and/or sell Licensed Products in said country.
      

    


    4.6
       Sales
      between Intellect, its Affiliates and Licensees shall not be subject to a
      royalty, but in such cases the royalty specified in Section 4.2 shall be
      calculated upon Intellect's, its Affiliates' and/or Licensees' Net Sales to
      independent third parties in arm's-length transactions. An agreement between
      Intellect and an Affiliate shall not be a sublicense under the Licensed Patent
      Rights. The obligation to pay royalty to MRCT under this Article IV is imposed
      only once with respect to the same unit of Licensed Product regardless of the
      number of Valid Claims concerning the same.

     

    4.7
       Intellect
      agrees that any sublicenses under the Licensed Patent Rights granted by it
      shall
      provide that the obligations owed by Intellect to MRCT under Articles IV, V,
      VIII and X of this Agreement (save for Section 8.6, which shall apply only
      to
      Intellect) shall be reflected in the wording of the sublicense with obligations
      no less onerous for the sublicensee than those set forth in this Agreement
      with
      respect to Intellect which Intellect shall use its best endeavours to enforce
      to
      the benefit of MRCT in the event of any breach thereof. In particular Intellect
      shall ensure that MRCT can monitor payment of all royalties due to it in
      consequence of this Agreement.

     

    4.8
       Intellect
      agrees to forward to MRCT in a timely manner a copy of any and all fully
      executed License agreements entered into with any Licensee, and further to
      forward to MRCT annually a copy of such reports (or the relevant portions
      thereof) received by Intellect from its Licensees during the preceding twelve
      (12) month period under the sublicenses as shall be pertinent to a royalty
      accounting under said License agreements.

     

    4.9
       The
      above
      Regulatory Milestone Payments and royalties due shall be paid by Intellect
      to
      MRCT in US Dollars (USD) by electronic transfer to the account of MRCT at
      [*****] or such other bank and/or account as may be notified to Intellect by
      MRCT from time to time.

     

    4.10
       If
      a sum
      payable under this Agreement shall be overdue for thirty (30) days, Intellect
      shall pay MRCT interest on the sum outstanding at the rate of six percent (6%)
      per annum above the base rate of the Royal Bank of Scotland plc applying and
      calculated on a daily basis from the date that payment became due in respect
      of
      said sum; provided however, that if such interest rate shall be in excess of
      that allowed by applicable law, then the highest rate permitted by law shall
      apply. The payment of such interest shall not prevent MRCT from exercising
      any
      other rights it may have a consequence of the lateness of any payment.


    


    4.11
       The
      aggregate amount of the Net Sales of the Licensed Products used for computing
      the amounts payable hereunder shall be computed in U.S. Dollars, and all royalty
      payments shall be made in U.S. Dollars. For purposes of determining the amount
      of payments due, the amount of the Net Sales of the Licensed Products in any
      foreign currency shall be computed by converting such amounts into U.S. Dollars
      at the prevailing commercial rate of exchange for purchasing same quoted in
      The
      Wall Street Journal, New York edition, on the last Business Day of the period
      with respect to which such payment is payable hereunder. 


    
      
         

      

      
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    ARTICLE
      V -Reports and Records

    


    5.1
       Intellect
      shall keep, and shall cause its Affiliates and Licensees to keep, full true
      and
      accurate books of account containing all particulars that may be necessary
      for
      the purpose of showing the amounts payable to MRCT pursuant to Sections 4.5,
      4.6
      and 4.7 above, and the accuracy of the reports made to MRCT hereunder. Such
      records shall be retained by Intellect for five (5) years following the end
      of
      the calendar year to which they pertain. Upon thirty(30) days advance notice
      to
      Intellect, MRCT shall have the right to direct an independent, certified public
      accountant selected by MRCT and reasonably acceptable to Intellect to inspect
      Intellect's books of account no more frequently than once per year during
      Intellect's normal business hours for the sole purpose of verifying the accuracy
      of the reports made to MRCT pursuant to Section 5.2, below. MRCT shall be
      responsible for the costs of any such inspection, except in the event that
      the
      results of the inspection reveal a discrepancy to be corrected in MRCT's favour
      of five percent (5%) or more for the period under inspection, in which case
      the
      entire costs of such inspection shall be paid by Intellect. Any such
      discrepancies will be promptly corrected by a payment or refund, as appropriate.
      

    


    5.2
       Intellect,
      within ninety (90) days after June 30 and December 31 of each year after
      Commercial Introduction, shall deliver to MRCT true and accurate reports, giving
      such particulars of the business conducted by Intellect, its Affiliates and
      Licensees during the preceding half year as shall be pertinent to a royalty
      accounting hereunder. These reports shall include at least the following:


    


    (i)
       the
      number of Licensed Products manufactured and sold; 

    


    (ii)
       total
      billings for Licensed Products sold on a country-by-country basis; 

    


    (iii)
       deductions
      applicable as provided in Section 1.15, above; 

    


    (iv)
       the
      total
      royalties due; 

    


    (v)
       the
      names
      and addresses of all Affiliates and Licensees of Intellect under this Agreement.
      

    


    5.3
       With
      each
      such report submitted, Intellect shall pay to MRCT the royalties due and payable
      under this Agreement. If no royalties shall be due, Intellect shall so report.
      

    


    ARTICLE
      VI -Warranties and Representations

    


    6.1
       As
      of the
      Effective Date, each of Intellect and MRCT hereby represents and warrants to
      the
      other party hereto as follows:

     

    (i)
       it
      is a
      corporation or entity duly organised and validly existing under the laws of
      the
      state, country or other jurisdiction of its incorporation or
      formation;

     

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


    
      
         

      

      
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    (iii)
       the
      execution, delivery, and performance by such party of this Agreement and its
      compliance with the terms and provisions hereof does not and will not conflict
      with or result in a breach of any terms and provisions of or constitute a
      default under (a) a loan agreement, guaranty, financing agreement, agreement
      affecting a product, or other agreement or instrument binding or affecting
      it or
      its property, (b) the provisions of its charter or operative documents or
      bylaws, or (c) any order, writ, injunction, or decree of any court or
      governmental authority entered against it or by which any of its property is
      bound;

     

    (iv)
       it
      has
      the full right and authority to enter into this Agreement, and that it is not
      aware of any impediment that would inhibit its ability to perform its
      obligations hereunder and comply with the terms and conditions imposed on it
      by
      this Agreement; and

     

    (v)
       it
      has
      the full right, power, and authority to grant all of the rights, including
      all
      right title and interest in the licences, granted to the other party under
      this
      Agreement. 

    


    6.2
       Intellect
      acknowledges that it may require licences to third party patents not owned
      or
      controlled by MRCT in addition to the rights granted under this Agreement.
      For
      the avoidance of doubt, Intellect hereby accepts and agrees that it has the
      sole
      responsibility to pursue and enter into any third party licences that may be
      necessary for this purpose.

    


    6.3
       Except
      as
      otherwise expressly set forth in Section 6.1 above, MRCT makes no representation
      and extends no warranty of any kind, either express or implied, in respect
      of
      Humanised Antibodies or any information or materials provided to Intellect
      hereunder, including, but not limited to, warranties of merchantability, fitness
      for a particular purpose, and validity of Licensed Patent Rights claims, issued
      or pending, AND ALL SUCH WARRANTIES ARE EXPRESSLY DISCLAIMED.

     

    6.4 NOTWITHSTANDING
      ANYTHING TO THE CONTRARY IN THIS AGREEMENT, NO PARTY SHALL BE LIABLE TO ANOTHER
      PARTY BY REASON OF ANY REPRESENTATION OR WARRANTY, CONDITION, OR OTHER TERM
      OR
      ANY DUTY OF COMMON LAW, OR, UNDER THE EXPRESS TERMS OF THIS AGREEMENT, FOR
      ANY
      CONSEQUENTIAL, SPECIAL, OR INCIDENTAL OR PUNITIVE LOSS OR DAMAGE (WHETHER FOR
      LOSS OF CURRENT OR FUTURE PROFITS, LOSS OF ENTERPRISE VALUE, OR OTHERWISE),
      AND
      WHETHER OCCASIONED BY THE NEGLIGENCE OF THE RESPECTIVE PARTIES, THEIR EMPLOYEES,
      OR AGENTS OR OTHERWISE.

     

    6.5
       Neither
      party shall be liable for failure or delay in performing any of its obligations
      hereunder, excepting any payment obligations, to the extent such failure or
      delay is occasioned by compliance with any governmental regulation, request,
      or
      order, or by circumstances beyond the reasonable control of the party so failing
      or delaying, including, without limitation, Acts of God, war, insurrection,
      fire, flood, accident, labour strikes, work stoppage or slowdown (whether or
      not
      such labour event is within the reasonable control of the parties), or inability
      to obtain raw materials, supplies, power, or equipment necessary to enable
      such
      party to perform its obligations hereunder. Each party shall (a) promptly notify
      the other party in writing of any such event of force majeure, the expected
      duration thereof, and its anticipated effect on the ability of such party to
      perform its obligations hereunder, and (b) make reasonable efforts to remedy
      any
      such event of force majeure. 

    


    ARTICLE
      VII -Confidential Information

    


    7.1
       Confidentialitv.
      During the Term and for a period of five (5) years following the expiration
      or
      earlier termination hereof, each party shall maintain in confidence Confidential
      Information of the other party, and shall not disclose, use or grant to a third
      party the right to use any of the Confidential Information of the other party
      except on a need-to-know basis to such party's directors, officers and
      employees, such party's Affiliates' directors, officers, and employees, and
      to
      such party's consultants or advisors, to the extent such disclosure is
      reasonably necessary in connection with such party's activities as expressly
      authorised by this Agreement. To the extent that disclosure to any person,
      other
      than an employee of a party with a pre-existing confidentiality obligation,
      is
      authorised by this Agreement, prior to disclosure, the party wishing to disclose
      any Confidential Information of the other party shall obtain written agreement
      of such person to hold in confidence and not disclose, use, or grant the use
      of
      the Confidential Information of the other party except as expressly permitted
      under this Agreement. Each party shall notify the other party promptly in
      writing upon discovery of any unauthorised use or disclosure of the other
      party's Confidential Information. 


    
      
         

      

      
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    7.2
       No
      party
      shall disclose any terms or conditions of this Agreement to any third party
      without the prior written consent of the other party; provided, however, that
      a
      party, without such consent, may disclose the terms or conditions of this
      Agreement: (a) on a need-to-know basis to its legal and financial advisors
      who
      are obligated to maintain such information in confidence, and (b) to a third
      party (who is obligated to maintain such information in confidence) in
      connection with (i) a prospective equity investment by such third party, which
      investment is reasonably expected to be in excess of three percent (3%) of
      such
      party's market capitalisation at such time, (ii) a merger, consolidation, or
      similar transaction by such party, (iii) the sale or licence of all or
      substantially all of the assets of such party relating to the subject matter
      of
      this Agreement, or (iv) a proposed Sublicensee under this Agreement.
      Notwithstanding the foregoing, prior to execution of this Agreement, the parties
      have agreed upon the substance of information that can be used to describe
      the
      terms and conditions of this transaction, and each party may disclose such
      information, as modified by mutual written agreement of the parties, without
      the
      consent of the other party.

     

    7.3
       The
      confidentiality obligations under this Article VII shall not apply (a) to the
      extent that a party is required to disclose information by applicable law,
      regulation, or order of a governmental agency or a court of competent
      jurisdiction, or (b) to the extent necessary to allow Intellect or MRCT (where
      possible, with adequate safeguards for confidentiality) to defend against
      litigation, to prosecute patent applications, to obtain Regulatory Approvals,
      or
      as otherwise required under this Agreement; provided, however, except with
      respect to such litigation in defence, patent prosecution, and Regulatory
      Approvals, or where such disclosure is required pursuant to this Agreement,
      such
      disclosure shall not occur until the Disclosing Party shall provide written
      notice thereof to the other party, consult with the other party with respect
      to
      such disclosure, and provide the other party sufficient opportunity to object
      to
      any such disclosure or to request that the Disclosing Party seek confidential
      treatment thereof, in which event the Disclosing Party shall use all reasonable
      efforts to accommodate the other party's requests and in any event to limit
      such
      disclosure to the maximum extent possible under the circumstances.

     

    7.4
       During
      the Term, a party ("Publishing Party") shall submit to the other party
      (''Reviewing Party") for review and approval all proposed academic, scientific,
      and medical publications and public presentations relating to Licensed Products
      for review in connection with preservation of intellectual property rights
      andlor to determine whether Confidential Information should be modified or
      deleted; provided, however, that after the approval of an academic, scientific,
      or medical publication, andlor after an approved public presentation has been
      given, then the Publishing Party shall not have to resubmit any such information
      for re-approval should it be republished or publicly disclosed in another form.
      Written copies of such proposed publications and presentations shall be
      submitted to the Reviewing Party not less than fifteen (15) Business Days prior
      to submission for publication or presentation and the other party shall provide
      comments with respect to such publications and presentations within five (5)
      Business Days following its receipt of such written copy. Notwithstanding the
      foregoing, no such publication or presentation shall be made until such
      publication or presentation has been approved by the Reviewing Party's
      respective patent counsel. Intellect and MRCT shall each comply with standard
      academic practice regarding authorship of scientific publications and
      recognition of contribution of other parties in any publications relating to
      Licensed Products.


    
      
         

      

      
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    7.5
       Each
      party agrees that there shall be no public announcement of the execution of
      this
      Agreement without prior written consent of the other party, which consent shall
      not be unreasonably withheld or delayed. 

    


    7.6
       Upon
      termination of this Agreement, the Receiving Party shall promptly return, or
      destroy at the Disclosing Party's option, all of the Disclosing Party's
      Confidential Information, including all reproductions and copies thereof in
      any
      medium, except that the Receiving Party may retain one copy for its legal files
      for the sole purpose of complying with, and evidencing compliance with the
      terms
      of this Agreement and any disclosure required by applicable law, regulation,
      or
      order of a governmental agency or a court of competent jurisdiction.


    


    7.7
       If
      either
      party becomes aware or has knowledge of any unauthorised use or disclosure
      of
      the other party's Confidential Information, it shall promptly notify in writing
      the Disclosing Party of such unauthorised use or disclosure.

     

    ARTICLE
      VIII -Term and Termination

    


    8.1
       Unless
      earlier terminated in accordance with the subsequent Sections of this Article
      VIII, the term of this Agreement ("Term") shall commence on the Effective Date
      and shall continue on a country-by-country basis until the end of the Royalty
      Term in a given country. 

    


    8.2
       The
      Research Collaboration shall commence on the Effective Date and shall conclude
      upon the completion of the Research Collaboration, or at such time as mutually
      agreed by the parties. 

    


    8.3
       Either
      party may, subject to applicable law and to the provisions set forth herein,
      terminate this Agreement by giving the other party written notice of termination
      if, at any time, the other party shall: (i) file in any court pursuant to any
      statute a petition for bankruptcy or insolvency, or for reorganisation in
      bankruptcy, or for an arrangement or for the appointment of a receiver, trustee
      or administrator of such party or of its assets; (ii) propose a written
      agreement of composition or extension of its debts; (iii) be served with an
      involuntary petition against it, filed in any insolvency proceeding, and such
      petition shall not be dismissed within sixty (60) days after the filing thereof;
      (iv) propose or be a party to any dissolution; or (v) make an assignment for
      the
      benefit of its creditors.

     

    8.4
       Should
      Intellect fail to pay MRCT the sums payable under Article I11 hereof and all
      payments due and payable under Article IV hereof, MRCT shall have the right
      to
      terminate this Agreement sixty (60) days from the date of giving Intellect
      written notice to such effect, and unless Intellect shall pay MRCT within the
      sixty (60) day period all such undisputed sums, royalties, and interest as
      are
      due and payable hereunder, thereafter MRCT may, at its sole discretion,
      terminate this Agreement, effective immediately upon providing Intellect written
      notice to such effect, always provided that either party may refer the matter
      to
      the English courts in accordance with the provisions of Section 11.12,
      below

     

    8.5
       Upon
      any
      material breach or default of this Agreement by either party, other than those
      occurrences set out in Sections 8.3 and 8.5, which shall always take precedence
      in that order over any material breach or default referred to in this Section
      8.6, the non-breaching party shall have the right to terminate this Agreement
      and the rights, privileges, and licences granted hereunder ninety (90) days
      after providing written notice of such alleged breach to the allegedly breaching
      party. If the party alleged to be in breach does not dispute or cure such breach
      within such ninety (90) day period, the non-breaching party shall thereafter
      have the right to terminate this Agreement, effective immediately on providing
      written notice to such effect to the allegedly breaching party. If the party
      alleged to be in breach disputes the alleged breach, it shall have the right
      to
      submit the matter for resolution in accordance with Section 11.13, below, in
      which event the ninety (90) day period for curing the alleged breach shall
      be
      stayed pending completion of any proceedings in respect thereof pursuant to
      Section 1 1.12 or 1 1.13, below. 


    
      
         

      

      
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    8.6
       Notwithstanding
      any other provision herein, Intellect may terminate this Agreement in its
      entirety at any time by giving MRCT three (3) month's prior written notice
      and
      upon payment of all amounts due to MRCT through the effective date of
      termination.

     

    8.7
       For
      the
      avoidance of doubt, this Agreement may be terminated upon mutual written consent
      signed by the duly authorised representatives of both parties.

     

    8.8
       Upon
      expiration or termination of this Agreement for any reason, nothing herein
      shall
      be construed to release either party from any obligation that matured prior
      to
      the effective date of such expiration or termination. Intellect and its
      Affiliates and Licensees may, however, after the effective date of such
      termination, sell all Licensed Products, and complete Licensed Products in
      the
      process of manufacture at the time of said termination and sell the same,
      provided that Intellect shall have paid MRCT in full all research payments
      due
      under Article I11 hereof and provided that Intellect shall pay to MRCT in full
      the royalties due under Article IV hereof and shall submit the reports required
      by Article V hereof on the sales of Licensed Products which shall survive said
      termination. 

    


    8.9
       Upon
      termination of this Agreement for any reason, but not the expiration of the
      same, all cell lines, materials, and information belonging to Intellect,
      including, but not limited to Intellect Antibody IN-NO1 and Antibody IN-C02
      and
      any Humanised Antibodies shall be returned to Intellect within thirty (30)
      days
      except that, in the event that Intellect shall have failed to pay MRCT in full
      the payments required under Sections 3.1 and 3.2 hereof, MRCT reserves the
      right
      to withhold any materials created during any stage of the Research Plan in
      respect of which payment has not been made in full unless an alternative payment
      has been agreed by the parties and paid in full pursuant to the provisions
      for
      early termination set out in Section 8.9, below, and except that MRCT may retain
      one sample of all cell lines, materials and information, including laboratory
      notebooks, research reports and data, for the purpose of complying with
      regulatory requirements or evidentiary requirements in the event of litigation.
      Notwithstanding the foregoing, MRCT shall not dispose of any Intellect materials
      without first providing reasonable notice to Intellect of its intention to
      do
      so.

     

    8.10
       Intellect
      may terminate this Agreement at any time in respect of the Research Plan
      specified in Annex A on one (1) month's prior written notice to MRCT, except
      that Intellect shall not be permitted to terminate the Research Collaboration
      prior to completion of Milestone 1 (at Annex A), and provided that if Intellect
      for any reason terminates this Agreement during any subsequent stage of the
      Research Collaboration (i.e., before completion of Milestone 2 or 3 at Annex
      A),
      then Intellect shall pay MRCT for that stage forthwith when such termination
      by
      Intellect pursuant to this Section 8.9 takes effect. MRCT shall use its
      reasonable endeavours to mitigate and reduce the costs borne by it in respect
      of
      the incomplete stage. Unless Intellect has terminated this Agreement as provided
      hereunder, Intellect shall be deemed to have approved the commencement of each
      stage of the Research Collaboration specified in Annex A without intermission
      on
      the completion of the previous stage, unless Intellect specifically notifies
      MRCT of its intention to terminate this Agreement. Said completion shall not
      be
      deemed conditional upon Intellect agreeing that the relevant Milestone has
      been
      met.

     

    8.11
       The
      right
      of either party to terminate this Agreement shall not be affected in any way
      by
      its waiver of or failure to take action with respect to any previous
      default.

     

    8.12
       Termination
      of this Agreement for any reason shall be without prejudice to any party's
      right
      to receive all payments to which such party is entitled under this Agreement
      and
      obtain performance of any obligations provided for in this Agreement which
      survive termination by their terms or by fair interpretation of this Agreement;
      and any other remedies which any party may then or thereafter have
      hereunder.


    
      
         

      

      
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    ARTICLE
      IX –Patents

    


    9.1
       Any
      and
      all patents and patent applications in respect of MRCT Inventions or relating
      to
      the production of antibodies other than Humanised Antibodies hereunder shall
      be
      owned by MRCT, which shall have the sole right to prosecute such applications
      and patents and will meet all costs in relation thereto. Intellect will assign
      and hereby does assign any and all rights as necessary to vest such ownership
      of
      MRCT Inventions and MRCT IP in MRCT and cause its employees, officers, and
      agents to execute any necessary documents for such assignment. 

    


    9.2
       Any
      and
      all patents and patent applications in respect of Intellect Inventions or
      relating specifically to Humanised Antibodies and their use shall be owned
      by
      Intellect, which shall have the sole right to prosecute such applications and
      patents and will meet all costs in relation thereto. MRCT will assign and hereby
      does assign any and all rights as necessary to vest such ownership of Intellect
      Inventions and Intellect IP in Intellect and cause its employees, officers,
      and
      agents to execute any necessary documents for such assignment. 

    


    9.3
       The
      parties shall consult and co-operate fully on patent filings pursuant to
      Sections 

    9.1
      and
      9.2, which consultation and co-operation shall not delay timely filing of patent
      applications by either party. Each party shall assist the other in the
      prosecution of patent applications and patents arising from the Research
      Collaboration. Each party shall supply the other in a timely manner with copies
      of relevant prosecution-related documents. 

    


    9.4
       The
      parties shall cooperate, if necessary and appropriate, with each other in
      gaining patent term extensions, including, without limitation, supplementary
      protection certificates, and any other extensions that are now available or
      become available in the future wherever applicable to MRCT Inventions and/or
      Intellect Inventions covering Licensed Products or any process relating to
      the
      manufacture thereof or any element thereof. The parties shall, if  necessary
      and appropriate, use reasonable efforts to agree upon a joint strategy relating
      to patent term extensions, but, in the absence of mutual agreement with respect
      to any extension issue, a patent shall be extended if a party elects to extend
      such patent. All filings for such extension shall be made by the party to whom
      the patent is assigned; provided, however, that in the event that MRCT elects
      not to file for an extension, MRCT shall (i) inform Intellect of its intention
      not to file and (ii) effective immediately upon such election, hereby grants
      Intellect the right to file for such extension. 

    


    9.5
       For
      the
      avoidance of doubt, it is hereby stated that Intellect will not assert any
      of
      its claims to intellectual property arising out of the Research Collaboration
      pursuant to this Agreement against MRCT in a manner which would inhibit MRCT's
      freedom to work in the general area of antibody engineering and production
      excluding Humanised Antibodies. During the term of this Agreement, MRCT will
      not
      assert MRCT IP or Licensed Patent Rights or any of its claims to intellectual
      property arising out of the Research Collaboration against Intellect in a manner
      which would prevent Intellect from making, having made, using, offering for
      sale, selling, importing, or otherwise commercialising any Hurnanised Antibody
      produced hereunder.

     

    ARTICLE
      X -Infringement

    


    10.1
       Third
      Partv Infringement of the Licensed Patent Rights 

    


    (i)
       If
      either
      party becomes aware of any infiingement of the Licensed Patent Rights by a
      third
      party, such party shall promptly notify the other party of the infringement
      in
      writing and provide a summary of the relevant facts and circumstances known
      to
      such Party relating to such infringement. Intellect shall not notify any third
      party of the infringement of any of the Licensed Patent Rights without first
      obtaining the written consent of MRCT. 


    
      
         

      

      
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    (ii)
       The
      parties will cooperate to the extent possible and MRCT shall consult with its
      licensor in order to determine the course of action.

     

    10.2
       Third
      Party Infringement of Intellectual Property Rights. Each party shall have the
      right, at its sole discretion, on its own behalf and expense, to institute,
      prosecute, and control any action or proceeding to restrain infringement by
      a
      third party of any of its rights in respect of Inventions, know-how, and
      intellectual property owned by such Party. 

    


    ARTICLE
      XI –Miscellaneous

    


    11.1
       Any
      notice required to be given hereunder shall be deemed given if communicated
      in
      the English language and delivered to the party to be notified at its address
      shown below or at such other address as may be furnished from time to time
      by
      the party to be notified to notifying party in writing either (a) by registered
      air mail, postage prepaid, which notice shall be effective five (5) days after
      the date of mailing or (b) in person, by telefax (with proof of transmission
      and
      confirmation by first class mail postage paid) or overnight courier, which
      notice shall be effective on the Business Day immediately following the date
      of
      such delivery. 

    


    If
      to
      Intellect Neurosciences: 

    Address:
      7 West 1 8thStreet, 

    New
      York,
      NY 10011

    Attention:
      Chief Executive Officer 

    


    If
      to
      MRCT: 

    MRC
      Technology 

    1-3
      Burtonhole Lane, 

    Mill
      Hill, 

    London,
      NW7 1AD. U.K 

    Attention:
      Chief Executive Officer 

    


    11.2
       Each
      of
      the parties shall contribute, to the extent reasonable, facilities, supplies,
      personnel, and other resources without charge or expense to the other as may
      be
      necessary for proper performance of the respective obligations under this
      Agreement and that are consistent with Annex A. To the extent reasonable and
      except as may otherwise be expressly provided, each party shall bear its own
      out-of-pocket costs and disbursements incurred in the performance of this
      Agreement.

     

    11.3
       Nothing
      contained in this Agreement, or otherwise, shall constitute the parties as
      partners with one another or render either liable for the debts or accounts
      of
      the other. Furthermore, nothing in this Agreement shall be construed to
      constitute, create, give affect to or otherwise imply ajoint venture or formal
      business organisation of any kind. 

    


    11.4
       Intellect
      agrees to indemnify and hold harmless MRCT, and its respective officers,
      employees, and agents from and against any and all claims, damages, and
      liabilities asserted by third parties arising from the manufacture, use, or
      sale
      by Intellect, its Affiliates andlor its Licensees, or by any other party
      authorised by Intellect, its Affiliates or its Licensees, of Licensed Products
      and services licensed under this Agreement or the use thereof by others, except
      to the extent that such claims, damages or liabilities arise from the gross
      negligence or willful misconduct of MRCT. 


    
      
         

      

      
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    11.5
       This
      Agreement and the rights and licence granted herein shall be binding upon and
      shall inure to the benefit of successors of the parties hereto, or to an
      assignee of all of the goodwill and entire business and assets of a party
      hereto, but shall not otherwise be assignable without the prior written consent
      of the other party, which consent will not be unreasonably withheld but shall
      be
      conditional, inter alia, upon the formal acceptance by the assignee of the
      payment obligations and terms and conditions of this Agreement. 

    


    11.6
       The
      parties hereto acknowledge that this Agreement, including Exhibit A, Annex
      A and
      Annex B attached hereto, sets forth the entire Agreement and understanding
      of
      the parties hereto as to the subject matter hereof, and shall not be subject
      to
      any change or modification except by the execution of a written instrument
      subscribed to by the parties hereto.

     

    11.7
       The
      failure of any party to exercise or enforce any right granted in this Agreement
      shall not be deemed to be a waiver of such right or operate to bar the exercise
      of enforcement thereof at any time or times thereafter. 

    


    11.8
       Except
      where required by law, neither party shall use the name of any other party
      or
      make specific reference to the terms of this Agreement in any press release,
      advertisement or other public statement without the prior written consent and
      approval of the other party. 

    


    11.9
       The
      provisions of this Agreement are severable, and in the event that any provisions
      of this Agreement shall be determined to be invalid or unenforceable under
      any
      controlling body of the law, such invalidity or unenforceability shall not
      in
      any way affect the validity or enforceability of the remaining provisions
      hereof. 

    


    11.10
       All
      headings herein are for convenience only, and shall not be interpreted as having
      any substantive effect. 

    


    11.11
       This
      Agreement shall be construed, governed, interpreted, and applied in accordance
      with the laws of England, except that questions affecting the construction
      and
      effect of any patent shall be determined by the law of the country in which
      the
      patent was granted. Any and all disputes between the parties relating to the
      interpretation, implementation, or application of this Agreement, or any other
      matter in connection with it, shall be subject to the exclusive jurisdiction
      of
      the English courts. 

    


    11.12
       Except
      with respect to breaches of Articles IV, V, VII or X, if there is any dispute
      between the parties relating to the interpretation, implementation, or
      application of this  Agreement,
      or any other matter in connection with it, they will first attempt in good
      faith
      to negotiate a settlement. If the matter is not resolved by negotiation, the
      parties will refer the dispute to mediation in accordance with CDR (Centre
      for
      Dispute Resolution, London) procedures ("ADR"). If the parties fail to agree
      on
      a settlement within 28 days of the initiation of the ADR procedure, either
      party
      may refer the matter to the English courts in accordance with the provisions
      of
      Section 11.11, above. 

    


    11.13
       The
      terms
      of Sections 3.1 and 3.2, and Articles IV, V, VII, and XI shall survive the
      expiration or termination for any reason of this Agreement and continue for
      as
      long as necessary to permit their full discharge. 

    


    11.14
       This
      Agreement may be signed in two (2) counterparts, each of which shall be deemed
      an original, with the same effect as if the signatures thereto and hereto were
      upon the same instrument. 

    


    *
      * * *
      *


    
      
         

      

      
        16

        
          

        

      

      
         

      

    


    


    IN
      WITNESS THEREOF, the parties hereto have caused this Agreement to be duly
      executed in duplicate by their authorised officers effective as of the date
      first written above. 

    


    Signed:-For
      and on behalf of MRC Technology. 

    


    
      	
              By
                :

            	 

	
              Name:

            	 
	
              Title:

            	
              Carol Moore

            
	 	
              Director Licensing and Agreements

            
	 	
              Medical Research Council Technology

            


    

    


    Signed:-For and on
      behalf of Intellect Neurosciences 

    


    
      	
              By:

            	   

	
              Date:

            	 


    


    
      
         

      

      
        17

        
          

        

      

      
         

      

    

    


    
      	
              MRCT

            	
              CONFIDENTIAL

            	
              EXHIBIT
                A

            


    

    


    
      	
              Inventor:
                

            	
              Gregory
                Paul Winter

            
	
              Applicant:
                

            	
              Medical
                Research Council

            
	
              Title:
                

            	
              Recombinant
                DNA Products and Methods

            
	
              UK
                Priority Application:

            	
              UK
                PA 8607679 (27.03.86)

            


    

    


    Final
      Application 

    


    
      	
              Territory

            	 	
              Application
                number

               (Publication
                number) 

              *(Patent
                number)

            	
               

            	
              Date
                of filing 

              (Publication
                date) 

              (Expiry
                date) 

              *(Grant
                date)

            
	 	 	 	 	 
	
              UK

            	 	
              8707252

            	 	
              26.03.87

            
	 	 	
              (GB
                2188638A)

            	 	
              (7.10.87)

            
	 	 	
              *(GB
                2188638B)

            	 	
              *(23.05.90)

            
	 	 	 	 	 
	
              EUROPE

            	 	
              87/02620.7

            	 	
              26.03.87

            
	
              Austria,
                Belgium, 

            	 	
              (EP
                0239400A)

            	 	
              (30.09.87)

            
	
              France,
                Germany, 

            	 	
              *(239400)
                

            	 	
              *(03.08.94)

            
	
              Greece,
                Italy, Liechtenstein,

            	 	 	 	
              (25.03.2007)

            
	
              Luxembourg,
                Netherlands, 

            	 	 	 	 
	
              Spain,
                Sweden, 

            	 	 	 	 
	
              Switzerland)
                

            	 	 	 	 
	 	 	 	 	 
	
              CANADA
                

            	 	
              533071

            	 	
              26.03.87

            
	 	 	
              *(1,340,879)

            	 	
              *(25.01.2000)

            
	 	 	 	 	
              (24.01.2017)

            
	 	 	 	 	 
	
              USA
                (Parent) 07/782717

            	 	
              25.10.91

            	 	
              (continuation
                of

            
	 	 	 	 	
              903776
                filed 04.09.86)

            
	 	 	
              *(5,225,539)

            	 	
              *(06.07.93)

            
	 	 	 	 	
              (05.07.2010)

            
	 	 	 	 	 
	
              USA
                (Continuation-in-part) 

            	 	
              08/452,462
                

            	 	
              26.05.95.

            
	 	 	 	 	
              (Continuation
                application

            
	 	 	 	 	
              derived
                from continuation- in-part 07/189814

            
	 	 	 	 	
              filed
                03.05.88)

            
	 	 	
              *(6,548,640)

            	 	
              *(15.04.2003)

            
	 	 	 	 	
              (07.12.2015)

            
	 	 	 	 	 
	
              JAPAN

            	 	
              73970/87

            	 	
              27.03.87

            
	 	 	
              (296890/87)

            	 	
              (24.12.87)

            
	 	 	
              *(2912618)

            	 	
              *(09.04.99)

            
	 	 	 	 	
              (26.03.2007)

            
	 	 	 	 	 


    

     

    
      
         

      

      
        18

        
          

        

      

      
         

      

    

     

    Exhibit
      A-1


    
      	
              MRCT

            	
              CONFIDENTIAL

            	
              EXHIBIT
                A

            


    

    


    
      	
              Title
                

            	
              Multichain
                Polypeptides or Proteins and Processes for their
                Production

            
	 	 
	
              Subject
                Matter: 

            	
              Expression
                of multichain proteins, such as antibodies, in single host
                cells

            
	 	 


    

     

    
      	
              Inventors
                

            	
              Michael
                Alan Boss

            
	 	
              John
                Henry Kenten

            
	 	
              John
                Spencer Emtage

            
	 	
              Clive
                Ross Wood

            


    

    


    
      	
              Priority
                Applications Date: 

            	
              25
                March 1983 

            
	
              Earliest
                Publication Date/No: 

            	
              27
                September 1984/W0841037 12 

            


    

    


    
      	
              Territory
                

            	 	
              Application
                Date 

            	 	
              Application
                No. 

            	 	
              Patent
                No

            	 	
              Expiry
                Date

            
	 	 	 	 	 	 	 	 	 
	
              *Europe
                

            	 	
              23.03.84

            	 	
              84301966.9

            	 	
              0120694

            	 	
              23.03.04

            
	
              *Europe
                (divisional) 

            	 	
              23.03.84

            	
               

            	
              92202982.2

            	 	 	 	 
	
              Japan
                

            	 	
              23.03.84

            	 	
              501609/84

            	 	
              2594900

            	 	
              23.03.04

            
	
              Japan
                (divisional) 

            	 	
              23.03.84

            	 	
              228332/94

            	 	
              3186463

            	 	
              23.03.04

            
	
              Japan
                (divisional) 

            	 	
              23.03.84

            	 	
              104862/97

            	 	 	 	 
	
              Japan
                (divisional) 

            	 	
              23.03.84

            	 	
              2001-063448

            	 	 	 	 
	
              USA
                (divisional 1) 

            	 	
              23.04.84

            	 	
              08/320381

            	 	 	 	 
	
              USA
                (divisional 2) 

            	 	
              23.04.84

            	 	
              08/450727

            	 	 	 	 
	
              USA
                (divisional 3) 

            	 	
              23.04.84

            	 	
              08/453449

            	 	 	 	 
	
              USA
                (divisional 4) 

            	 	
              23.04.84

            	 	
              08/452420

            	 	 	 	 
	
              United
                Kingdom 

            	 	
              23.03.84

            	 	
              8407571

            	 	213763	 	23.03.04


    

     

    * includes:
      Austria, Belgium, France, Germany, Italy, Liechtenstein, Luxembourg,
      Netherlands, Sweden,
      Switzerland, and United Kingdom.


    
      
         

      

      
        19

        
          

        

      

      
         

      

    

    


    Exhibit
      A-2

    


    
      	
              MRCT
                

            	
              CONFIDENTIAL
                

            	
              ANNEX
                A 

            


    

    


    Research
      Plan for the Humanisation of the IN-NO1 and IN-C02 Mouse Monoclonal
      Antibodies

    


    A.
       Humanisation
      of Mouse Antibody IN-NO 1: 

    


    Al.
       Project
      Milestone 1: [*****]

    


    [*****]

    


    A2.
       Project
      Milestone 2: [*****]

    


    [*****]

    


    Annex
      A-3

    
      


      
        	
                MRCT
                  

              	
                CONFIDENTIAL
                  

              	
                ANNEX
                  A 

              


      

    

     

    A3.
       Project
      Milestone 3: [*****]

    


    [*****]

    


    B.
       Humanisation
      of Mouse Antibody IN-C02: 

    


    B
      1.  Project
      Milestone 4: [*****]

    


    [*****]

    


    B2.
       Project
      Milestone 5: [*****]

    


    [*****]

    


    Annex
      A-4

     

    
      
        	
                MRCT
                  

              	
                CONFIDENTIAL
                  

              	
                ANNEX
                  A 

              


      



    B3.
       Project
      Milestone 6: [*****]

    


    [*****]
      

     

    Annex
      A-5

    ANNEX
      B

    


    Payment
      Terms for Antibody IN-NO1 

    


    [*****]
      


    
      
         

      

      
        20

        
          

        

      

      
         

      

    


    Payment
      Terms for Antibody IN-CO1 

    


    [*****]

     

    Payments
      Schedule 

    


    The
      payments specified in Annex A and Annex B (Payment Terms) above will be invoiced
      to Intellect, and paid in British Pounds (UKE) as provided in the Agreement,
      according to the following schedule:- 

    


    Antibody
      IN-NO 1 

    


    
      	
              Contract
                Signature: 

            	
                   
                [*****]

            
	 	 
	
              Milestone
                1 completion: 

            	
                   
                [*****]

            
	 	 
	
              Milestone
                2 completion: 

            	
                   
                [*****]

            
	 	 
	
              Milestone
                3 completion: 

            	
                   
                [*****]

            
	 	 
	
              Total Contract Payments   

              for Antibody IN-NO1:

            	
                   
[*****] 

               _________________

            


    

    


    
      	
              Antibody
                IN-C02 

            
	 
	
              Receipt
                of Intellect Deliverable: 

            	
              [*****]

            
	 	 
	
              Milestone
                4 completion: 

            	
              [*****]

            
	 	 
	
              Milestone
                5 completion: 

            	
              [*****]

            
	 	 
	
              Milestone
                6 completion: 

            	
              [*****]

            
	 	 
	
              Total
                Contract Payments for Antibody IN-C02: 

            	
              [*****]

            


    

     

    Annex
      B-6


    
      
         

      

      
        21