<Page>

                                                                    Exhibit 10.5

                           OPTION & LICENSE AGREEMENT

1.       INTRODUCTION

         THIS AGREEMENT is between the UNIVERSITY OF SOUTHERN CALIFORNIA,
(hereinafter USC) a California nonprofit corporation with its principal place of
business at University Park, Los Angeles, California 90089, and BioKeys, Inc., a
Delaware corporation, with its principal place of business at 11466 Winding
Ridge Drive, San Diego, California 92141 (hereinafter Licensee).

         WHEREAS USC warrants that it is the owner and that it has the right to
exclusively license those rights it has in the inventions which are the subject
matter of the patent applications listed in Appendix A and of which the inventor
is Charles McKenna of USC (hereinafter Inventor);

         WHEREAS Licensee desires to obtain an exclusive license in the defined
FIELD OF USE to manufacture and market products utilizing the inventions as
hereinafter defined;

         WHEREAS, USC is willing to grant a worldwide, exclusive license in the
defined FIELD OF USE to Licensee subject to the terms, conditions, limitations,
and restrictions set forth below;

         NOW, THEREFORE, in consideration of the covenants herein contained, the
parties agree as follows:

2.       DEFINITIONS

         For all purposes of this Agreement the following terms shall have the
meanings specified below:

         a. The term "PATENT" or "PATENTS" shall mean any and all patent
applications listed in Appendix A (Appendix A may be added to from time to time
by USC and USC shall notify Licensee of any such additions), any and all patents
issued thereon or any continuation, division, extensions or reissue thereof, and
any and all foreign patents issuing from any application filed which corresponds
to claims contained in any of the foregoing patents or applications.

         b. "PRODUCT" or "PRODUCTS" shall mean any article, composition,
apparatus, substance, chemical, material, method or service which is made, used,
distributed or sold by Licensee which:

         i.       is covered in whole or in part by one or more pending or
                  unexpired claims contained in a PATENT in the country in which
                  the PRODUCT(S) is made, used, distributed or sold;

         ii.      is manufactured using a method or process which is covered in
                  whole or in part by one or
<Page>

         more pending or unexpired claims contained in a PATENT in the country
         in which (a) the PRODUCT(S) is made, used, distributed or sold, or (b)
         the method or process is used or sold; or

         iii. the use of which is covered in whole or in part by one or more
         pending or unexpired claims contained in a PATENT in the country in
         which (a) the PRODUCT(S) is made, used, distributed or sold, or
         (b) the method or process is used or sold;

         iv. incorporates technology transferred to Licensee pursuant to the
         confidential disclosure agreement dated May 22, 2000 between USC and
         Licensee.

         A PRODUCT is covered by a pending or unexpired claim of a PATENT if in
the course of manufacture, use, distribution or sale, it would, in the absence
of this Agreement, infringe one or more claims of the PATENT which has not been
held invalid by a court from which no appeal can be taken.

         c. "FIELD OF USE" shall mean use of thiophosphonoformic acid (TPFA) and
derivatives thereof for treatment of infection by Human Immunodeficiency Virus
(HIV), Human Papillomavirus (HPV) and other viral infections.

         d. "NET SALES PRICE" shall mean the gross billing price of any PRODUCT
received by Licensee or its SUBLICENSEE for the sale or distribution of any
PRODUCT, less the following amounts actually paid by Licensee or SUBLICENSEE:

         i.       discounts allowed;

         ii.      returns;

         iii.     transportation charges or allowances;

         iv.      packing and transportation packing material costs (not
                  including product containers or product packing containers as
                  manufactured by the Company);

         v.       customs and duties charges; and

         vi.      sales, transfer and other excise taxes or other governmental
                  charges levied on or measured by the sales but no franchise or
                  income tax of any kind whatsoever.

         Every commercial use or disposition of any PRODUCT, in addition to a
bona fide sale to a customer, shall be considered a sale of such PRODUCT. The
NET SALES PRICE, in the case of a use or disposition other than a bona fide
sale, shall be equivalent to the then payable NET SALES PRICE of such PRODUCT in
an arm's length transaction.

         e. "SUBLICENSEE" shall mean any third party licensed by Licensee to
make, or sell any PRODUCT in accordance with the terms of this Agreement.


                                       2
<Page>

         f. "EFFECTIVE DATE" of this Agreement shall be the date when the last
party has signed this Agreement.

3.       OPTION PHASE

         a. USC hereby grants Licensee the exclusive right to conduct various
technical, pre-clinical, marketing, patent, and other studies on PRODUCTS in the
FIELD OF USE during a three (3) month period commencing on the EFFECTIVE DATE of
this Agreement. The option period may be extended by mutual written agreement of
the parties.

The consideration for the grant of this option phase shall be     . Such payment
shall be due on the earlier to occur of: (i) within three (3) months of the
EFFECTIVE DATE of this Agreement or (ii) thirty (30) days from the date Licensee
raises its next round of private funding.

4.       LICENSE PHASE

         a. In consideration of the license fee and royalties, and subject to
the terms and conditions, as set forth in this Agreement and effective upon
written notification to USC during the option phase that Licensee desires to
license the PATENT(S), USC hereby grants to Licensee:

                  i. the exclusive worldwide license to use the PATENT to
manufacture and sell the PRODUCT(S) for application in the FIELD OF USE; and

                  ii. the right to grant sublicenses to any PATENT licensed
exclusively hereunder, provided that any SUBLICENSEE agrees to be bound by the
terms and conditions of this Agreement applicable to SUBLICENSEES.

         b. In addition to the consideration referred to in Paragraph 3.b.,
Licensee and USC shall during the option phase negotiate in good faith the terms
of a mutually agreeable research agreement for the purpose of testing and
developing the PRODUCT(S) for commercial purposes throughout the world.

         c. If USC is not notified of Licensee's desire to enter the license
phase by the end of the option phase or any extensions thereto and Licensee and
USC are not able to agree to the terms of a research agreement pursuant to
Paragraph 4.b., this Agreement and the license granted herein shall immediately
terminate. Payments referred to in Section 3 shall not be refunded upon such
termination.

         d. All licenses pursuant to Paragraphs 4.a. and 4.c. to inventions
conceived or first actually reduced to practice during the course of research
funded by a U.S. federal agency are subject to the rights, conditions and
limitations imposed by U.S. law, including but not limited to the following:

                  i. The words "exclusive license" as used herein shall mean
exclusive except for the


                                       3
<Page>

royalty free non-exclusive license granted to the U.S. government by USC
pursuant to 35 USC Section 202(c)(4) for any PATENT claiming an invention
subject to 35 USC Section 201 and except for the rights of USC and Inventor as
set forth in Paragraph 6.

                  ii. Licensee agrees that PRODUCTS used or sold in the United
States shall be manufactured substantially in the United States, unless a
written waiver is obtained in advance from the relevant U.S. federal agency.

5.       ROYALTY

         a. On all sales of PRODUCTS anywhere in the world by Licensee, Licensee
shall pay USC a royalty of      the NET SALES PRICE.

         b. If any PRODUCT is manufactured and sold under sublicense from the
Licensee, the Licensee shall pay USC a royalty equal to        of all of the
Licensee's revenue received from the sublicense, including but not limited to
earned royalty, prepaid royalty and license fees.

         c. The Licensee will pay an annual minimum royalty. The minimum royalty
on each PRODUCT will be        commencing on the first anniversary date of this
Agreement,     on the second anniversary date and on the third anniversary date
and thereafter      for each succeeding year up to the date of expiration of the
last PATENT. Minimum royalties are to be paid biannually to USC, one half due
and payable on January 1 of each year and the second half due and payable on
July 1 of each year. Should Licensee fail to make earned royalty payments
sufficient to meet said minimum royalty requirements, it may pay the
difference between the earned royalty and the minimum royalty requirement to
keep this Agreement in force.

         d. Licensee shall pay such royalties to USC on a calendar quarter
basis. With each quarterly payment, Licensee shall deliver to USC a full and
accurate accounting to include at least the following information:

         i.       Quantity of each PRODUCT sold (by country) by Licensee and its
                  SUBLICENSEES;

         ii.      Total receipts for each PRODUCT (by country);

         iii.     Quantities of each PRODUCT used by Licensee and its
                  SUBLICENSEES;

         iv.      Names and addresses of SUBLICENSEES of Licensee;

         v.       Total number of PRODUCTS manufactured (by country); and

         vi.      Total royalties payable to USC.

         e. In each year the amount of royalty due shall be calculated quarterly
as of March 31, June 30,


                                       4
<Page>

September 30 and December 31 and shall be paid quarterly within the next thirty
(30) days following such date. Every such payment shall be supported by the
accounting prescribed in Paragraph 5.d. and shall be made in United States
currency. Whenever for the purpose of calculating royalties conversion from
foreign currency shall be required, such conversion shall be at the rate of
exchange thereafter published in the Wall Street Journal for the business day
closest to the applicable end of calendar quarter.

         f. The royalty payments due under this Agreement shall, if overdue,
bear interest until payment at a per annum rate equal to one and a half
above the prime rate in effect at Bank of America on the due date, not to
exceed the maximum permitted by law. The payments of such interest shall not
preclude USC from exercising any other rights it may have as a consequence of
the lateness of any royalty payment.

6.       RIGHTS RETAINED BY UNIVERSITY

         Notwithstanding the exclusive license granted in Paragraph 4.a., USC
and Inventor will have the absolute, nontransferable right to use the technology
covered by the PATENTS and all improvements thereof, for conducting research and
educational purposes.

7.       PATENT PROSECUTION

         a. USC shall file, prosecute and maintain, during the course of this
Agreement, the patent applications and patents listed in Appendix A. Should
Licensee require the filing of foreign patents, USC shall take responsibility
for filing, prosecuting and maintaining said foreign patents.

         b. Licensee shall reimburse all reasonable legal expenses incurred and
paid by USC in filing, prosecuting and maintaining the U.S. and foreign
applications listed (or to be listed pursuant to Paragraph 2.a.) in Appendix A,
whether such expenses were incurred before or after the date of this Agreement.
These legal expenses shall include the attorneys' and agents' fees, foreign
filing fees and out-of-pocket costs associated with responding to office actions
and any other fees and costs directly related to obtaining and/or maintaining
patent protection in the countries listed in Appendix A. Licensee shall advance
payments of maintenance fees and annuities as part of such legal expenses to be
reimbursed by Licensee within thirty (30) days of request by USC, unless
Licensee is advised otherwise by timely notice from USC.

         c. Licensee agrees to pay to USC an initial deposit of Twenty-Five
Thousand Dollars ($25,000.00) within fifteen (15) days of the EFFECTIVE DATE of
this Agreement. Such deposit will be held in a trust account. Licensee
authorizes USC to use that account to pay all legal expenses incurred pursuant
to Paragraph 7.b. When the trust account drops below Twenty-Five Thousand
Dollars ($25,000.00), Licensee agrees to pay within thirty (30) days of USC's
written demand, the amount to maintain the balance of the trust account at a
minimum of Twenty-Five Thousand Dollars ($25,000.00). Upon termination of this
Agreement, any unused deposit shall be refunded.


                                       5
<Page>

         d. If the Licensee elects (i) not to pursue a PATENT or (ii) to
terminate the prosecution or maintenance of a PATENT in any country, the
Licensee surrenders its right to make, use or sell PRODUCTS covered by the
non-elected PATENT in that particular country and shall grant to USC the
exclusive rights previously granted to Licensee, without limitation, for that
country. Licensee agrees to execute all necessary documents to carry out this
grant of rights to USC. Payments referred to in Paragraphs 7.a. and 7.b. shall
not be refunded upon such non-election or termination.

         e. If the Licensee decides to terminate this agreement pursuant to
Paragraph 16, Licensee shall reimburse all reasonable legal expenses incurred up
to six (6) months from the date written notification of termination is sent to
Licensee; provided, however, such legal expenses shall not exceed .

8.       PATENT INFRINGEMENT

         a. Defensive Controversy.

         Licensee shall promptly notify USC of all claims, allegations and
notifications of infringement of third party patents. Except for the placing in
escrow of a portion of royalties as referred to hereinafter, USC shall have no
obligation or liability in the event that legal action is brought against
Licensee for patent infringement. Such obligation and liability shall be borne
by Licensee. Licensee may choose legal counsel and defend the patent
infringement lawsuit. During such lawsuit, Licensee may place all of the
royalties derived from sales of the PRODUCT in the country where such lawsuit is
pending in an interest-bearing escrow account. The escrow account shall be
established in a bank mutually acceptable to both parties under escrow
instructions insulating the funds from claims of any creditor. Upon termination
of the action, one-half (1/2) of any judgment amount, reasonable attorneys' fees
and costs, may be paid from this escrow account. Should the settlement of any
such patent infringement lawsuit involve payment of royalties by Licensee to a
third party for the continued right to manufacture, use, and sell the PRODUCT,
then funds in the escrow account and royalties payable to USC may be applied
against up to one-half (1/2) of such royalties to a third party. Any funds
thereafter remaining in the escrow shall be paid to USC. The above shall
constitute USC's sole liability and responsibility in the event of such action.
Royalties paid to third parties as provided for above shall be included when
determining whether the minimum royalty provided for in this Agreement has been
paid in a given year. During the patent infringement litigation both parties
shall keep each other informed in writing of significant developments in the
lawsuit.

         b. Offensive Controversy.

         Licensee shall promptly notify USC of any potential infringement of a
PATENT. In the event that a third party infringes on a PATENT, Licensee shall
have the right but not an obligation to bring legal action to enforce any such
patent. If Licensee exercises such right, Licensee shall select legal counsel
and pay all legal fees and costs of prosecution of such action. In the event
that Licensee shall choose not to take such action, USC shall have the right, at
its option and at its own expense, to prosecute any action to enjoin such
infringement or to prosecute any claim for damages. The party prosecuting any
such action shall be entitled to retain any funds received as a result of
settlement or judgment of such action. The parties may also agree to jointly
pursue infringers. After deduction and payment to the parties of their
respective costs and fees (including without limitation reasonable


                                       6
<Page>

attorneys' fees) incurred in prosecuting any such actions, the net funds
obtained as a result of settlement or of judgment of any such jointly prosecuted
action shall be divided in the following manner: 25% of all net funds shall be
divided equally by the parties and 75% of all the net funds shall be divided
between the parties in the proportion to the amount of legal fees and costs
incurred by the parties in the prosecution of such actions. If funds are
insufficient to pay all costs and fees then all of the funds shall be paid to
the parties in said proportion.

         c. During any litigation hereunder both parties shall keep each other
timely informed of any signifi cant development in the litigation and provide
all reasonably requested technical assistance. During any said controversy, full
royalty payment shall continue, except as otherwise provided herein.

9.       RECORDS

         Licensee and SUBLICENSEES shall keep complete, true and accurate books
of account and records for the purpose of showing the derivation of all amounts
payable to USC under this Option and License Agreement. Said books and records
shall be kept at Licensee's principal place of business for at least four (4)
years following the end of the calendar year to which they pertain and shall be
open at all reasonable times for inspection by a representative of USC for the
purpose of verifying Licensee's royalties statement or Licensee's compliance in
other respects with this Option and License Agreement. All information obtained
as a result of such audit shall be maintained in confidence, except that the
representative may disclose to USC the aggregate amount of royalties due to USC
during each year, as determined in such audit. Should an audit by USC show an
underpayment of royalties by more than 10%, Licensee shall immediately pay such
underpayment and all interest, as well as for USC's reasonable audit expenses.

10.      SERVICES OF INVENTOR

         USC shall make reasonable efforts to make Inventor available during
regular business hours to answer questions concerning technical aspects of the
technology necessary to understand the PATENT(S). Should Licensee desire to use
the services of Inventor for further technical information and/or market studies
of the technology, a separate research and development and/or consulting
agreement should be negotiated with Inventor and the USC Office of Contracts and
Grants.

11.      SUBLICENSE PERMISSION

         Licensee may sublicense the PATENT(S) only with prior written
permission from USC, which permission will not be unreasonably withheld.
Notwithstanding the foregoing, no permission will be granted for a sublicense
unless the SUBLICENSEE agrees in writing to be bound by the terms of this
Agreement.

12.      PATENT MARKING


                                       7
<Page>

         Licensee shall use reasonable efforts to place all appropriate patent
and other intellectual property notices, markings and indicia on product and
marketing literature for the PRODUCTS as needed to protect the patent and other
intellectual property rights of USC and right for damages for infringement
thereof.

13.      PUBLICATIONS

         Nothing in this Agreement shall limit or prevent USC or Inventor from
publishing any information about the PATENT. Thirty (30) days prior to
submission for publication, USC and Inventor will use their reasonable efforts
to submit the proposed publication, for review only, to Licensee.

14.      PUBLICITY

         Neither party shall use the name, trade name, trademark or other
designation of the other party in connection with any products, promotion or
advertising without the prior written permission of the other party.

15.      ASSIGNMENTS/TRANSFERS

         Licensee may not assign or transfer this Agreement in whole or part to
any third party without the prior written permission of USC, which permission
shall be granted in the sole discretion of USC. The Licensee may only assign the
entire Agreement to successors of the entire business of the PRODUCTS if the
successor agrees to be bound by this Agreement and prior written notice is
provided to USC.

16.      TERMINATION

         a. Upon the breach of or default under this Option and License
Agreement by either party, the non-breaching party may terminate this Option and
License Agreement by forty-five (45) days written notice to the breaching party.
Said notice shall be effective at the end of such period unless during said
period breaching party shall remedy such defect or default. Licensee may also
terminate this Agreement at any time, for any reason, by providing USC a thirty
(30) day written notice and paying to USC the legal expenses incurred up to six
(6) months from the date written termination is sent to Licensee. No option
fees, license fees, or royalties shall be returnable. This Agreement may also be
terminated immediately by USC upon notice to Licensee upon the occurrence of any
of the following: (i) Licensee attempts to use, sublicense, transfer or assign
its rights or obligations under this Agreement in any manner contrary to the
terms of this Agreement or in derogation of USC's proprietary rights; (ii)
Licensee fails to obtain and maintain the insurance coverages required by
Paragraph 24 hereof; or (iii) Licensee is determined to be insolvent or makes an
assignment for the benefit of creditors, or has a bankruptcy petition filed by
or against it, or a receiver or trustee in bankruptcy or similar officer is
appointed to take charge of all or part


                                       8
<Page>

of Licensee's property. Upon termination of the Agreement all rights granted to
or provided by each party to the other shall automatically and irrevocably
revert to the granting party.

         b. Surviving any termination are:

                  i.       Licensee's obligation to pay the amount for
                           consideration for the grant of the option phase and
                           royalties accrued or accruable.

                  ii.      Licensee's obligation of Paragraph 9 to keep and
                           allow a final audit.

                  iii.     Any cause of action or claim of Licensee or USC,
                           accrue or to accrue, because of any breach or default
                           by the other party.

                  iv.      The provisions of Paragraphs 22, 23 and 24.

         c. Upon termination of this Agreement, Licensee agrees to immediately
discontinue the manufacture and sale of the PRODUCTS and the use of the PATENTS.
Within twenty (20) days after such termination, Licensee shall provide USC with
a written inventory of all PRODUCTS currently in its stock as of the date of
termination (the "INVENTORY"). USC shall have the option to grant to Licensee
the privilege of disposing of such INVENTORY at its normal prices within three
(3) months after said termination. Licensee shall dispose of this INVENTORY only
to customers who had previously purchased PRODUCTS from Licensee during the term
of this Agreement, and in no event shall Licensee sell such INVENTORY to
wholesalers, diverters, jobbers or any other entity which does not sell at
retail exclusively or to anyone else who intends to sell such INVENTORY at
close-out. The disposition of all such INVENTORY, however, shall be subject to
all of the terms and conditions of this Agreement. After the three (3) month
sell-off period, Licensee shall destroy or return to USC all remaining unsold
PRODUCTS, all equipment used in the manufacture of the PRODUCTS and all
packaging and marketing materials, and shall certify their destruction or return
to USC specifying the number of each destroyed or returned. All royalty
obligations, including any unpaid portions of the minimum royalty, shall be
accelerated and shall become immediately due and payable. In addition, Licensee
shall immediately deliver to USC (i) all materials relating to the PATENTS,
together with all copies thereof, and (ii) all market studies or other tests or
studies conducted by Licensee with respect to the PRODUCTS, all at no cost
whatsoever to USC.

         d. LICENSEE acknowledges and agrees that any violation of this
Agreement by Licensee would result in irreparable harm to USC. Accordingly,
Licensee consents and agrees that, if Licensee violates any of the provisions of
this Agreement, USC shall be entitled, in addition to other remedies available
to it, to an injunction to be issued by any court of competent jurisdiction
restraining Licensee from committing or continuing any violation of this
Agreement, without the need for posting any bond or any other undertaking.

17.      NOTICES, REPORTS AND PAYMENTS


                                       9
<Page>

         Any notice, report or payment permitted or required under this
Agreement shall be in writing, and shall be sent or delivered to the receiving
party at the address set forth below or at such address as either party may from
time to time designate in writing.

USC:          Office of Technology Licensing
              University of Southern California
              3716 South Hope Street, Suite 313
              Los Angeles, California 90007-4344 (U.S.A.)

Attn:         Director

LICENSEE:     BioKeys, Inc.
              11466 Winding Ridge Drive
              San Diego, California 92141

Attn:         Nicholas Jon Virca
              President & Chief Executive Officer

18.      PARAGRAPH HEADINGS

         Paragraph headings are for the convenience of this Agreement only and
shall not add to or detract from any of the terms or provisions.

19.      SEVERABILITY

         If any provision of this Agreement is held invalid under any law
applicable to the parties, SUBLICENSEES and/or assignees, that provision shall
be considered severable and its invalidity shall not affect the remainder of
this Agreement, which shall continue in full force and effect.

20.      CONTROLLING LAW, JURISDICTION AND VENUE

         This Agreement shall be deemed to be executed and to be performed in
the State of California, and shall be construed in accordance with the laws of
the State of California as to all matters, including but not limited to matters
of validity, construction, effect and performance. In the event of any
controversy, claim or dispute between the parties hereto arising out of or
relating to this agreement, such controversy, claim or dispute may be tried
exclusively in the courts of the State of California or in the United States
Federal District Court for the Central District of California, as either party
may elect. Each of the parties hereby waives any defense of lack of in personam
jurisdiction, improper venue and forum non conveniens, and agrees that service
of process of such court may be made upon each of them by personal delivery or
by mailing certified or registered mail, return receipt requested, to the other
party at the address provided for in Paragraph 17 hereof. Both parties hereby
submit to the jurisdiction of the court


                                       10
<Page>

so selected, to the exclusion of any other courts which may have had
jurisdiction apart from this Paragraph 20.

21.      TERM OF THE AGREEMENT

         Except as otherwise terminated pursuant to the other provisions of this
OPTION AND LICENSE AGREEMENT, this Agreement shall terminate upon expiration of
the last to expire of the patents or fifteen (15) years from the Effective Date
of this Agreement, whichever is longer.

22.      NEGATION OF WARRANTIES

         a. Nothing in this Agreement shall be construed as:

         i.       a warranty or representation by USC as to the validity or
                  scope of the PATENT and/or PATENT Application; or

         ii.      a warranty or representation that any PRODUCTS made, used,
                  sold or otherwise disposed of under any license granted in
                  this Agreement is or will be free from infringement of patents
                  of third parties; or

         iii.     an obligation to bring or prosecute actions or suits against
                  third parties for infringement; or

         iv.      conferring the rights to use in advertising, publicity or
                  otherwise any trademark, trade name, or names or any
                  contraction, abbreviation, simulation or adoption thereof, of
                  USC or Licensee; or

         v.       any obligation to furnish any know-how not provided.

         b. USC MAKES NO EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE, nor does USC represent that the rights granted
hereunder will result in PRODUCTS that are commercially successful.

         c. Licensee further agrees that it will not rely upon technical
information provided by USC and Inventor in developing and manufacturing any
PRODUCTS hereunder, but will independently test, analyze and evaluate all
PRODUCTS prior to manufacture and distribution of such PRODUCTS.

         d. UNDER NO CIRCUMSTANCES SHALL USC BE LIABLE TO LICENSEE OR ANY OF ITS
SUBLICENSEES FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE
DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT. NOTWITHSTANDING THE
FOREGOING, UNDER NO CIRCUMSTANCE SHALL USC HAVE ANY CUMULATIVE LIABILITY FOR ANY
CLAIM ARISING FROM THIS AGREEMENT IN EXCESS OF THE TOTAL AMOUNTS PAID BY
LICENSEE TO USE UNDER THIS AGREEMENT.


                                       11
<Page>

23.      INDEMNITY

         a. Licensee shall defend, indemnify and hold harmless USC and its
trustees, officers, medical and professional staff, employees and agents and
their respective successors, heirs and assigns (the "Indemnitees"), against all
liabilities, demands, losses, costs, and expenses (including without limitation
attorneys' fees) incurred by or imposed upon the Indemnitees or any one of them
in connection with any claims, suits, actions, demands or judgments arising out
of any theory of liability (including but not limited to, actions in the form of
tort, warrantee, or strict liability) for death, personal injury, illness, or
property damage arising from Licensee's use, sale, or other disposition of the
PRODUCT(S).

         b. Licensee agrees, at its own expense, to provide attorneys reasonably
acceptable to USC to defend against any actions brought or filed against any
party indemnified hereunder with respect to the subject of indemnity contained
herein, whether or not such actions are rightfully brought. To the extent that
any proposed settlement directly affects USC, the Licensee shall obtain the
approval of USC before finally agreeing to such settlement proposal, which
consent shall not be unreasonably withheld.

24.      INSURANCE

         a. Not less than thirty (30) days prior to the exercise of the license
phase of this Agreement, Licensee shall at its sole cost and expense, procure
and maintain in effect a comprehensive general liability policy of insurance in
single limit coverage of not less than      per incident and annual aggregate
for death, bodily injury or illness and     annual aggregate in property damage.
Such comprehensive general liability insurance shall provide (i) product
liability coverage and (ii) broad form contractual liability coverage for
Licensee's indemnification. If Licensee elects to self-insure all or part of
the limits described above (including deductibles or retention which are in
excess of annual aggregate) such self-insurance program must be acceptable to
USC. Each such policy of insurance shall name USC as an additional insured
and shall provide for not less than thirty (30) days prior written notice
before any cancellation or material change in coverage shall be effective. A
Certificate evidencing the comprehensive general liability policy herein defined
shall be delivered to USC within ten (10) days of the EFFECTIVE DATE of this
agreement. Licensee shall maintain such comprehensive general liability
insurance until such time as the policy in Paragraph 24.b. or Paragraph 24.c
is procured, or until fifteen (15) years after the term of this Agreement.

         b. During such time and in each country where PRODUCT, or any
modification thereof, is utilized in human clinical trials by Licensee or any
SUBLICENSEE, Licensee shall at its sole cost and expense, procure and maintain
in effect a comprehensive general liability policy of insurance in single limit
coverage of not less than     per incident and      annual aggregate for death,
bodily injury, illness or property damage. Such comprehensive general
liability insurance shall provide (i) product liability coverage and (ii)
broad form contractual liability coverage for Licensee's indemnification. If
Licensee elects to self-insure all or part of the limits described above
(including deductibles or retention which are in excess of  annual  aggregate)
such self-insurance program must be acceptable to USC. Each such policy of
insurance shall name USC as an additional insured and shall provide for not
less than thirty (30) days prior written notice before any cancellation or
material change in coverage shall be effective. A Certificate evidencing the
comprehensive general liability

                                       12
<Page>

policy herein defined shall be delivered to USC prior to any manufacture,
sale, distribution or administration to humans. Licensee shall maintain such
comprehensive general liability insurance until such time as the policy in
Paragraph 24.c is procured, or until fifteen (15) years after the term of
this Agreement.

         c. During such time and in each country where PRODUCT, or any
modification thereof, is administered to humans, manufactured or distributed for
any purpose other than for human clinical trials as specified in Paragraph 23.b
(including for the purpose of obtaining regulatory approvals) by Licensee or any
SUBLICENSEE, Licensee shall at its sole cost and expense, procure and maintain
in effect a comprehensive general liability policy of insurance in single limit
coverage of not less than     per incident and      annual aggregate for death,
bodily injury, illness or property damage. Such comprehensive general
liability insurance shall provide (i) product liability coverage and (ii)
broad form contractual liability coverage for Licensee's indemnification. If
Licensee elects to self-insure all or part of the limits described above
(including deductibles or retention which are in excess of     annual aggregate)
such self-insurance program must be acceptable to USC. Each such policy of
insurance shall name USC as an additional insured and shall provide for not
less than thirty (30) days prior written notice before any cancellation or
material change in coverage shall be effective. A Certificate evidencing the
comprehensive general liability policy herein defined shall be delivered to
USC prior to any manufacture, sale, distribution or administration to humans.
Licensee shall maintain such comprehensive general liability insurance during
the period that the PRODUCT or any modification thereof is being
manufactured, sold, distributed or administered to humans by the Licensee or
its SUBLICENSEES and a reasonable period thereafter which in no event shall
be less than fifteen (15) years.

         d. In the event that Licensee does not maintain such insurance, but is
self-insured, or carries a substantial self-retention, USC may grant permission
for such self-insurance only if, in the sole discretion of USC, the net worth,
assets and earnings of the Licensee are deemed sufficient to protect USC's
economic interests in the event of claims, liability, demands, damages, expenses
and losses from death, personal injury, illness, or property damage.

         e. The minimum amounts of insurance coverage required under this
Paragraph (subparts 24.a., 24.b., and 24.c.) shall not be construed to create a
limit of Licensee's liability with respect to its indemnification in Paragraph
23 or any other provision of this Agreement.

         f. By SUBLICENSEES

         As a condition precedent to a grant of permission by USC for Licensee
to sublicense the PATENT rights herein, the prospective SUBLICENSEE shall agree
to indemnify Licensee and USC to the same extent and degree as Licensee has
agreed to indemnify USC herein. Such SUBLICENSEE shall also provide insurance
identical in coverage and amount to that required of Licensee in subparagraph b,
above, naming both Licensee and USC as additional insured. A Certificate
evidencing the comprehensive general liability policy shall be delivered to USC
prior to USC's giving permission for such sublicensing agreement and a
Certificate evidencing the product liability coverage shall be delivered prior
to first manufacture of any PRODUCTS by the SUBLICENSEE. In the event a
prospective SUBLICENSEE does not maintain such insurance, but is self-insured,
or carries a


                                       13
<Page>

substantial self-retention, USC may grant permission for such sublicense only
if, in the sole discretion of USC, the net worth, assets and earnings of such
prospective SUBLICENSEE are deemed sufficient to protect USC's economic
interests in the event of claims, liability, demands, damages, expenses and
losses from death, personal injury, illness, or property damage.

25.      ATTORNEYS' FEES

         In any action on or concerning this Agreement, the prevailing party
shall be awarded its reasonable attorneys' fees, costs and necessary
disbursements, to be paid by the nonprevailing party.

26.      PRODUCT DEVELOPMENT

         If Licensee exercises its option, Licensee shall use diligent efforts
to test and develop the PRODUCT for commercial purposes throughout the world. On
or before January 1 of each year during the term of this Agreement, commencing
on the EFFECTIVE DATE of this Agreement, Licensee shall submit to USC a report
detailing its research, regulatory approval, marketing and product development
objectives the coming year as well as the research, regulatory approval,
marketing and development activities which Licensee undertook during the
preceding year. The reports shall identify specific future milestones
(regulatory approval and product development) and information demonstrating that
the Licensee is providing sufficient financial and manpower resources to
evidence its use of reasonable efforts. If USC desires to know the status of the
development of PRODUCTS before January 1, USC shall make a request in writing
for the status and Licensee shall provide, within fifteen (15) days, a written
summary of the status of such development of PRODUCT(S). Within six (6) months
after the signing of this Agreement and each two (2) years thereafter, a
representative from the USC Technology Licensing Office, at Licensee's expense
(including transportation, and, if appropriate, lodging and meals), shall visit
the manufacturing and marketing facilities of Licensee and be presented with an
in-depth updating of the manufacturing capability and marketing network of
Licensee.

27.      EXPORT CONTROLS

         It is understood that USC is subject to United States laws and
regulations controlling the export of technical data, computer software,
laboratory prototypes and other commodities (such laws include the Arms Export
Control Act, as amended and the Export Administration Act), and that its
obligations hereunder are contingent on compliance with applicable United States
export laws and regulations. The transfer of certain technical data and
commodities by the Licensee may require a license from the cognizant agency of
the United States Government and/or written assurances by Licensee that Licensee
shall not export data or commodities to certain foreign countries without prior
approval of such agency. USC neither represents that a license shall not be
required nor that, if required, it shall be issued. Licensee shall not engage in
any activity in connection with this Agreement that is in violation of any
applicable U.S. law.


                                       14
<Page>

28.      INDEPENDENT CONTRACTOR

         In rendering performances under this Agreement, Licensee will function
solely as an independent contractor and not as agent, partner, employee or joint
venturer with USC. Nothing in this Agreement shall be deemed or construed to
create the relationship of principal and agent, or of partnership or joint
venture, and neither party shall hold itself out as an agent, legal
representative, partner, subsidiary, joint venturer, servant or employee of the
other. Neither party nor any officer, employee, agent or representative thereof
shall, in any event, have any right, collectively or individually, to bind the
other party, to make any representations or warranties, to accept service of
process, to receive notice or to perform any act or thing on behalf of the other
party, except as expressly authorized under this Agreement or in writing by such
other party in its sole discretion.

29.      WAIVER

         No waiver by either party of any default or breach shall be deemed as a
waiver of prior or subsequent default or breach of the same or other provisions
of this Agreement.

30.      ENTIRE AGREEMENT

         This Agreement constitutes the entire agreement between the parties
concerning the subject matter hereof. No amendment, modification, extension or
cancellation of this Agreement shall be binding on the parties unless mutually
agreed to and executed in writing by each of the parties.

UNIVERSITY OF SOUTHERN CALIFORNIA            BIOKEYS, INC.


/s/ DENNIS F. DOUGHERTY                      /s/ NICHOLAS JON VIRCA
---------------------------------            -----------------------------------
Dennis F. Dougherty                          Nicholas Jon Virca
Senior Vice President,                       President & Chief Executive Officer
Administration

8/17/2000                                    8/17/2000
---------------------------------            -----------------------------------
(Date)                                       (Date)


                                       15
<Page>

                                   APPENDIX A

<Table>
<Caption>
USC#           TITLE                                      SERIAL #         DATE          PATENT #          COUNTRY
------------------------------------------------------------------------------------------------------------------------
<S>            <C>                                        <C>              <C>           <C>               <C>
2227           Preparation and Use of Thiophosphonates    369,468          6/21/89       5,072,032         United States
               and Thio-Analogues Of Phosphonoformic
               Acid
2227A          Preparation and Use of                     768,155          9/30/91       5,183,812         United States
               Thiophosphonates and Thio-Analogues
               Of Phosphonoformic Acid
2633           Improved Preparations of Thiophosphites    09/304,252       5/3/99                          United States
               and Thiophosphonates
2633           Improved Preparations of Thiophosphites                     5/3/00                          PCT
               and Thiophosphonates
2788A          Preparation and Use of Alpha-Keto          09/352,236       7/13/99                         United States
               Bisphosphonates
2789           Preparation and Use of Sulfur-Containing   60/092,560       7/13/98                         United States
               Phosphonoformate Analogues
2871           Synthesis and Use Of Lipophilic            60/125,805       3/23/99                         United States
               Phosphonocarboxylate Derivatives
</Table>


                                       16