Cyplasin Biomedical Ltd.: Exhibit 10.5 - Filed by newsfilecorp.com






ASSET ASSIGNMENT AGREEMENT

THIS AGREEMENT dated for reference the 27th day of December,
2009.

BETWEEN:


  
    
      
        Dr Joseph Sinkule a resident of Scottsdale, Arizona
          and C- Virionics Corporation. whose principle address is 42191 N. 111th
          Place, Scottsdale, Arizona, 85262 (herein collectively the Assignor);
        

      

    

  



AND:


  
    
      
        Cyplasin Biomedical Ltd. a corporation existing under
          the laws of the State of Nevada whose principle place of business is
          located at Suite 131, Advanced Technology Center, 9650-20th avenue.,
          Edmonton, Alberta Canada (herein called “Assignee) and where together
          the Assignee and the Assignor are referred to as the "Parties" 

      

    

  



WHEREAS: 

A.     The Assignor carries on the business
of developing therapeutic products under a License identified as L-075-2004
14.07, L-232-2002 14.07, L-154-2004 8.05 (hereinafter the "License") from the
Public Health Services of the National Institute of Health (NIH) located in
Bethesda, Maryland (the “Business”) and; 

B.     The Assignor has agreed to assign
all of its rights related to said License and the Assignee has agreed to acquire
and be bound by all conditions of said License (attached as Appendix 1) and
thereby does acquire the exclusive world-wide rights to commercialize and
further develop such Intellectual Property under said License L-075-2004/0, on
the terms and conditions herein provided and; 

C.     The Assignee has trademarks,
proprietary knowledge and other related information’s including but not limited
to the technical, developmental and commercialization data and information (for
the Business) which the Parties have agreed will also be assigned to and or
otherwise acquired by the Assignor such that going forward Dr. Sinkule will
contribute all of his experience, personal IP relative to hepatitis C product
development, prior plans and strategies, manufacturing agreements and assets
related to the License and to Ribavirin and interferon generic projects, other
and related ongoing business development activities, etc. as needed in order for
us to make hepatitis C products and; 

D.     Where the Assignor owes to the NIH
an amount of $97,290.93 in back royalty and other associated legal costs and
whereby the Assignee hereby agrees to pay this amount (partially completed) in
exchange for assignment of the License directly to the Assignee and further;


E.     The Assignee in order to further
compensate the Assignor for the License assignment will issue 3,680,000 common
shares of Cyplasin Biomedical Ltd's to the three shareholders of Virionics (3
million to Dr. Joseph Sinkule, 500,000 to Dr. Jake Liang, and 180,000 to Robert
Kennedy) at a value of US$0.17 per share such that Articles D & E taken
together are the Remuneration for said License Assignment. 

	1. 	
      DEFINED TERMS

	 	 	 	 
	1.1 	
      For the purposes of this Agreement, unless the context
      otherwise requires, the following terms will have the respective meanings
      set out below and grammatical variations of such terms will have
      corresponding meanings:

	 	 	 	 
		(a) 	
      “Business” means the business carried on by the Assignor
      as described in Recital A of this Agreement; which shall include but not
      be limited to:

	 	 	 	 
			(i) 	
      all material samples, production materials,( including
      but not limited to the cell lines), experimental records, accounting and
      other books and records, and all other
proprietary and technical information,
correspondence, documents, lab records & notes and material relating to the
Business; 








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	 	(ii) 	
      all right, title, and interest of the Assignor in and to
      the Licensed Property described in Appendix 1 attached hereto;
  and

	 	 	 
	 	(iii) 	
      all permits, licenses, consents, authorizations, and
      approvals pertaining to the Business including without limitation those
      described in Appendix 2 NIH consent to transfer and related Permits and
      Licenses attached hereto, to the extent such permits licenses, consents,
      authorizations and approvals are transferable by the execution of this
      Agreement.




	 	(b) 	
      “Business Day” means any day which is not a Saturday,
      Sunday or statutory holiday in British Columbia;

	 	 	 
	 	(c) 	
      “Closing” means the completion of the transactions
      contemplated in this Agreement;

	 	 	 
	 	(d) 	
      “Closing Date” means December 31, 2009, or such other
      date as the Assignor and the Assignee may mutually determine;

	 	 	 
	 	(e) 	
      “Contract” means any agreement, indenture, contract,
      lease, deed of trust, license, option, instrument or other commitment,
      whether written or oral;

	 	 	 
	 	(f) 	
      “Encumbrance” means any encumbrance, lien, charge,
      hypothec, pledge, mortgage, title retention agreement, security interest
      of any nature, adverse claim, exception, reservation, easement, right of
      occupation, any matter capable of registration against title, option,
      right of pre-emption, privilege or any Contract to create any of the
      foregoing;

	 	 	 
	 	(g) 	
      “Environmental Laws” means all applicable federal, state,
      municipal and local laws, statutes, ordinances, by-laws and regulations,
      and orders, directives and decisions rendered by any ministry, department
      or administrative or regulatory agency relating to the protection of the
      environment, occupational health and safety or the manufacture,
      processing, distribution, use, treatment, storage, disposal, transport or
      handling of any Hazardous Substances;

	 	 	 
	 	(h) 	
      “Environmental Permits” means any licenses, permits,
      approvals, consents, certificates, registrations and other authorizations
      under Environmental Laws required for the operation of the
  Business;

	 	 	 
	 	(i) 	
      “Goodwill” means the goodwill of the Business, together
      with the exclusive right of the Assignee to represent itself as carrying
      on the Business in continuation of and in succession to the Assignor, and
      the right to the “Cyplasin” or any other future to be determined name or
      any variation thereof as part of, or in connection with the
    Business;

	 	 	 
	 	(j) 	
      “Hazardous Substances” means any pollutants,
      contaminants, chemical or industrial toxic, or hazardous waste or
      substances;

	 	 	 
	 	(k) 	
      “Intellectual Property” means all registered and
      unregistered patents (issued or pending, continuances and PCTs thereof),
      patent rights, trade or brand names, business names, trade-marks,
      trade-mark registrations, copyrights, and applications thereof; drawings,
      logos, designs, trade secrets, restrictive covenants, processes,
      technology, registered user agreements, research data, inventions,
      instruction manuals, formulae, and other industrial or intellectual
      property respecting the Business, including, without limitation, the
      intellectual property

	 	 	 
	 	(l) 	
      ”Licenses” means all licenses, permits, approvals,
      consents, certificates, registrations and authorizations (whether
      governmental, regulatory, or otherwise) required for the conduct in
    the ordinary course of the operations of
the Business and the uses to which the Business Assets have been put; 








- 3 - 

	 	(m) 	
      “Losses” means, in respect of any matter, all claims,
      demands, proceedings, losses, damages, liabilities, deficiencies, costs
      and expenses (including, without limitation, all legal and other
      professional fees and disbursements, interest, penalties and amounts paid
      in settlement) arising directly or indirectly as a consequence of such
      matter and actually incurred by a party entitled to be indemnified
      hereunder, net of (i) any tax adjustments, benefits, savings or reductions
      to which such indemnified party is entitled resulting from such matter,
      and (ii) any insurance proceeds, in either case to which such indemnified
      party is entitled by virtue of such claims, demands, proceedings, losses,
      damages, liabilities, deficiencies, costs and expenses;

	 	 	 	 
	 	(n) 	
      "NIH" means the National Institute of Health of Bethesda,
      Maryland which collectively encompasses for this agreement the Public
      Health Service and the Office of Technology Transfer thereof.

	 	 	 	 
	 	(o) 	
      “Permitted Encumbrances” means:

	 	 	 	 
	 		(i) 	
      liens for taxes, assessments, levies and other
      governmental charges either not yet due and payable or due but for which
      notice of assessment has not been given;

	 	 	 	 
	 		(ii) 	
      undetermined or inchoate liens, charges and privileges
      incidental to current construction or current operations and statutory
      liens, charges, adverse claims, security interests or encumbrances of any
      nature whatsoever claimed or held by any governmental authority that have
      not at the time been filed or registered against the title to the asset or
      served upon the Assignor pursuant to law or that relate to obligations not
      due or delinquent;

	 	 	 	 
	 		(iii) 	
      assignments of insurance provided to landlords (or their
      mortgagees) pursuant to the terms of any lease, and liens or rights
      reserved in any lease for rent or for compliance with the terms of such
      lease; and

	 	 	 	 
	 		(iv) 	
      security given in the ordinary course of the Business to
      any public utility, municipality or government or to any statutory or
      public authority in connection with the operations of the Business, other
      than security for borrowed money;

	 	 	 	 
	 	(p) 	
      “Remuneration” means the aggregate sum payable by the
      Assignee to the Assignor for the Business Assets which shall be comprised
      of a Cash Component and an Equity Component consisting of common class A
      shares of the Assignee.




	1.2 	
      Currency. Unless otherwise indicated, all dollar
      amounts in this Agreement are expressed in United States funds.

	 	 
	1.3 	
      Sections and Headings. The division of this
      Agreement into Articles, sections and subsections and the insertion of
      headings are for convenience of reference only and will not affect the
      interpretation of this Agreement. Unless otherwise indicated, any
      reference in this Agreement to an Article, section, subsection or Schedule
      refers to the specified Article, section or subsection of or Schedule to
      this Agreement.

	 	 
	1.4 	
      Number, Gender and Persons. In this Agreement,
      words importing the singular number only will include the plural and vice
      versa, words importing gender will include all genders and words importing
      persons will include individuals, corporations, partnerships,
      associations, trusts, unincorporated organizations, governmental bodies
      and other legal or business entities of any kind whatsoever.

	 	 
	1.5 	
      Entire Agreement. This Agreement constitutes the
      entire agreement between the parties with respect to the subject matter
      hereof and supersedes all prior agreements, understandings, negotiations
      and discussions, whether written or oral. There are no conditions,
      covenants, agreements, representations, warranties
or other provisions, express or implied,
collateral, statutory or otherwise, relating to the subject matter hereof except
as herein provided. 








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	1.6 	
      Time of Essence. Time will be of the essence of
      this Agreement.

	 	 
	1.7 	
      Applicable Law. This Agreement will be construed,
      interpreted and enforced in accordance with, and the respective rights and
      obligations of the parties will be governed by, the laws of the State of
      Nevada the federal laws of the United States of America applicable
      therein, and each party irrevocably and unconditionally submits to the
      non-exclusive jurisdiction of the courts of such state and all courts
      competent to hear appeals there from and waives, so far as is legally
      possible, its right to have any legal action relating to this Agreement
      tried by a jury.

	 	 
	1.8 	
      Amendments and Waivers. No amendment or waiver of
      any provision of this Agreement will be binding on either party unless
      consented to in writing by such party. No waiver of any provision of this
      Agreement will constitute a waiver of any other provision, nor will any
      waiver constitute a continuing waiver unless otherwise provided.

	 	 
	2. 	
      ASSIGNMENT

	 	 
	2.1 	
      Subject to the terms and conditions of this Agreement,
      effective as at the Closing Date the Assignor will assign and transfer to
      the Assignee and the Assignee agrees to acquire from the Assignor, free
      and clear of all Encumbrances except as may be otherwise specifically
      provided for herein as Permitted Encumbrances, the Business as a going
      concern and related Business Assets, but not including the Excluded
      Assets. The Assignee also agrees that it will comply in total with all
      requirements as given and or defined within the NIH license which shall
      include but not be limited to all owed payments, milestone payments and
      any eventual royalty schedules and any termination effects thereof.
      Further the Assignee shall comply with all due written reports and other
      such requirements as to the product development of the technology
      therein.

	 	 
	3. 	
      PURCHASE PRICE AND ALLOCATION

	 	 
	3.1 	
      The Remuneration payable by the Assignee to the Assignor
      for the Business Assets shall consist of $97,2190.93( the Cash Component)
      due to the NIH for previously owed royalty payments and associated legal
      costs plus and Equity Component consisting of 3,680,000 shares of the
      Assignee's class A common stock. On or prior to the Closing Date, the
      Assignee and the Assignor shall enter into a form of subscription
      agreement in regards to the Equity Component.

	 	 
	4. 	
      PAYMENT OF THE CASH COMPONENT

	 	 
	4.1 	
      The Cash Component will be paid in full by the issuance
      by the Assignee to the NIH instalments to be completed on the Closing
      Date. The parties agree to treat the payment of the Cash Component as an
      instalment under Section 453 of the Internal Revenue Code

	 	 
	5. 	
      CLOSING, POSSESSION, AND NO
  ADJUSTMENTS

	 	 
	5.1 	
      The Closing will take place December 31st, 2009 at 5:00
      p.m. local time, on the Closing Date at the offices of Cyplasin Biomedical
      Ltd, Suite 131 Advanced Technology Center, 9650-20th ave, Edmonton Alberta
      Canada T6N 1G1, or at such other place, date, and time as may be mutually
      agreed upon by the parties hereto.

	 	 
	5.2 	
      The Assignor will deliver possession of the Business
      Assets, free of any other claim to possession and any tenancies, to the
      Assignee on the Closing Date.

	 	 
	5.3 	
      Provided that there has been no material
      misrepresentation on the part of the parties to this agreement and all of
      their respective obligations under this Agreement have been fulfilled,
      there will be no adjustment of the Purchase Price for any reason
      whatsoever.







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	6. 	
      ASSUMPTION OF LIABILITY

	 	 	 
	6.1 	
      Subject to the provisions of this Agreement, the Assignor
      agrees to assume, pay, satisfy, discharge, perform and fulfill, from and
      after the Closing Date, all obligations and liabilities of the Assignor in
      respect of:

	 	 	 
		(a) 	
      assignment of Intellectual Property;

	 	 	 
		(b) 	
      all of the required licenses, permits, approvals,
      consents, registrations, certificates and other authorizations described
      in Schedule 2 - Permits and Licenses;

	 	 	 
		(c) 	
      the agreements entered into by the Assignor in the
      ordinary course of the Business for the provision of services or goods to
      the Assignor; and

	 	 	 
	7. 	
      REPRESENTATIONS AND WARRANTIES OF THE
      ASSIGNOR

	 	 	 
	7.1 	
      The Assignor represents and warrants to the Assignee,
      with the intent that the Assignee will rely thereon in entering into this
      Agreement and in concluding the transactions contemplated hereby, as
      follows:




	 	(a) 	
      the execution and delivery of this Agreement and the
      completion of the transaction contemplated hereby have been duly and
      validly authorized by all necessary limited liability company action on
      the part of the Assignor and this Agreement constitutes a valid and
      binding obligation of the Assignor enforceable against the Assignor in
      accordance with its terms; except as enforcement may be limited by
      bankruptcy, insolvency and other laws affecting the rights of creditors
      generally and except that equitable remedies may be granted only in the
      discretion of a court of competent jurisdiction;

	 	 	 	 
	 	(b) 	
      except as will be remedied by the consents, approvals,
      releases, and discharges described in this agreement and or attached
      hereto, neither the execution and delivery of this Agreement nor the
      performance of the Assignor’s obligations hereunder will:

	 	 	 	 
	 		(i) 	
      violate or constitute default under any order, decree,
      judgment, statute, by-law, rule, regulation, or restriction applicable to
      the Assignor, the Business or any of the Business Assets, or any contract,
      agreement, instrument, covenant, mortgage, or security, to which the
      Assignor is a party or which are binding upon the Assignor,

	 	 	 	 
	 		(ii) 	
      to the knowledge of the Assignor, result in any fees,
      duties, taxes, assessments, penalties or other amounts becoming due or
      payable by the Assignee under any tax legislation.

	 	 	 	 
	 		(iii) 	
      give rise to the creation or imposition of any
      Encumbrance on any of the related Business Assets,

	 	 	 	 
	 		(iv) 	
      violate or constitute default under any license, permit,
      approval, consent or authorization held by the Assignor or necessary to
      the operation of the Business, or

	 	 	 	 
	 		(v) 	
      violate or trigger any liability on behalf of the
      Assignee pursuant to any legislation governing the sale of assets in bulk
      by the Assignor.

	 	 	 	 
	 	(c) 	
      the Assignor owns and possesses and has good and
      marketable title to the Business Assets free and clear of all Encumbrances
      of every kind and nature whatsoever;

	 	 	 	 
	 	(d) 	
      to the knowledge of the Assignor, the Business Assets are
      in good working order and in a functional state of repair and to the best
      of the knowledge of the Assignor there are no latent defects
    thereto;







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	 	(e) 	
      the Business Assets comprise all property and assets used
      by the Assignor in connection with the Business;

	 	 	 
	 	(f) 	
      except for the NIH, the Assignor does not have any
      indebtedness which might by operation of law or otherwise now or hereafter
      constitute an Encumbrance upon any of the Business Assets;

	 	 	 
	 	(g) 	
      no person other than the Assignee has any written or oral
      agreement or option or any right or privilege (whether by law, pre-emptive
      or contractual) capable of becoming an agreement or option for the
      assignment or acquisition from the Assignor of any of the Business
      Assets;

	 	 	 
	 	(h) 	
      except as otherwise provided herein, discloses all
      contracts, engagements, and commitments, whether oral or written, relating
      to the Business or the Business Assets including in particular contracts,
      engagements, and commitments:




	 	(i) 	
      out of the ordinary course of
Business,




	 	(ii) 	
      respecting ownership of or title to any interest or claim
      in or to any real or personal property making up the Business
    Assets,

	 	 	 
	 	(iii) 	
      respecting Intellectual Property;

	 	 	 
	 	(iv) 	
      respecting any agreement of guarantee, support,
      indemnification, assumption or endorsement of, or any similar commitment
      with respect to, the obligations, liabilities (whether accrued, absolute,
      contingent or otherwise) or indebtedness of any other person;

	 	 	 
	 	(v) 	
      any employment or consulting contracts or any other
      contract with any officer, employee or consultant, other than oral
      contracts of indefinite hire terminable by the Assignor without cause on
      reasonable notice;

	 	 	 
	 	(vi) 	
      any trust indenture, mortgage, promissory note, loan
      agreement, guarantee or other contracts for the borrowing of money or a
      leasing transaction of the type required to be capitalized using the
      License as collateral in accordance with generally accepted accounting
      principles;

	 	 	 
	 	(vii) 	
      any confidentiality, secrecy or non-disclosure contract,
      (whether the Assignor is a beneficiary or obliging there under) relating
      to any proprietary or confidential information or any non-competition or
      similar contract;.

	 	 	 
	 	(viii) 	
      there are no material contracts that create any default
      in any obligation or liability in respect of said contracts, engagements,
      or commitments by the Assignor and the Assignor has performed all of the
      material obligations required to be performed by it and is entitled to all
      benefits under the License;

	 	 	 
	 	(ix) 	
      there has not been any undisclosed amendment,
      modification, variation, surrender, or release of said License
  and




	 	(i) 	
      all material Licenses required for the conduct in the
      ordinary course of the operations of the Business and the uses to which
      the Business Assets have been put have been obtained and are in good
      standing and such conduct and uses are in compliance in all material
      respects with such licenses and permits and with all laws, zoning and
      other bylaws, building and other restrictions, rules, regulations, and
      ordinances applicable to the Business and the Business Assets and neither
      the execution and delivery of this Agreement nor the completion of the
      assignment hereby contemplated will give any person the right to terminate
      or cancel the said licenses or permits or affect such
  compliance;







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	 	(j) 	
      except as disclosed in Legal and Regulatory Proceedings,
      there are no actions, suits, proceedings, investigations, complaints,
      orders, directives, or notices of defect or noncompliance by or before any
      court, governmental or domestic commission, department, board, tribunal,
      or authority, or administrative, licensing, or regulatory agency, body, or
      officer issued, pending, or to the best of the Assignor’s knowledge
      threatened against or affecting the Assignor or in respect of the Business
      or any of the Business Assets;

	 	 	 
	 	(k) 	
      Other then with the NIH there is no requirement
      applicable to the Assignor to make any filing with, give any notice to or
      to obtain any license, permit, certificate, registration, authorization,
      consent or approval of, any governmental or regulatory authority as a
      condition to the lawful consummation of the transactions contemplated by
      this Agreement, except for the filings, notifications, licenses, permits,
      certificates, registrations, consents and approvals described in Consents,
      or that relate solely to the identity of the Assignee or the nature of any
      business carried on by the Assignee except for the notifications, consents
      and approvals described in Consents;

	 	 	 
	 	(l) 	
      the Assignor has not caused or permitted, nor does it
      have any knowledge of, the release, in any manner whatsoever, of any
      Hazardous Substance on or from any of its properties or assets (including
      any of the Leased Property) utilized in the Business, or any such release
      on or from a facility owned or operated by third parties, but with respect
      to which the Assignor in connection with the Business is or may reasonably
      be alleged to have liability. All Hazardous Substances and all other
      wastes and other materials and substances used in whole or in part by the
      Assignor in connection with the Business or resulting from the Business
      have been disposed of, treated and stored in compliance with all
      Environmental Laws;

	 	 	 
	 	(m) 	
      The Assignor is not aware of any state of facts that
      casts doubt on the validity or enforceability of any of the Intellectual
      Property. The Assignor has provided to the Assignee a true and complete
      copy of all contracts and amendments thereto that comprise or relate to
      the License;




	8. 	
      REPRESENTATIONS OF THE ASSIGNEE

	 	 	 
	8.1 	
      The Assignee represents and warrants to the Assignor as
      follows, with the intent that the Assignor will rely thereon in entering
      into this Agreement and in concluding the purchase and sale contemplated
      hereby, that:

	 	 	 
		(a) 	
      the Assignee is a corporation duly incorporated, validly
      existing, and in good standing under the laws of the State of Nevada and
      has the power, authority, and capacity to enter into this Agreement and to
      carry out its terms;

	 	 	 
		(b) 	
      the execution and delivery of this Agreement and the
      completion of the transactions contemplated hereby has been duly and
      validly authorized by all necessary corporate action on the part of the
      Assignee, and this Agreement constitutes a valid and binding obligation of
      the Assignee enforceable against the Assignee in accordance with its
      terms; except as enforcement may be limited by bankruptcy, insolvency and
      other laws affecting the rights of creditors generally and except that
      equitable remedies may be granted only in the discretion of a court of
      competent jurisdiction;

	 	 	 
		(c) 	
      there is no requirement for the Assignee to make any
      filing with, give any notice to or obtain any license, permit,
      certificate, registration, authorization, consent or approval of, any
      government or regulatory authority as a condition to the lawful
      consummation of the transactions contemplated by this Agreement except as
      might be required from the NIH.

	 	 	 
		(d) 	
      Neither the execution and delivery of this Agreement nor
      the performance of the Assignee’s obligations hereunder will violate or
      constitute a default under the constating documents, by-laws, or articles
      of the Assignee, any order, decree, judgment, statute, by-law, rule,
      regulation, or restriction applicable to the Assignee, or any contract,
      agreement, instrument, covenant, mortgage or security to which the
      Assignee is a party or which are binding upon the
  Assignee;







- 8 -


	 	(e) 	
      The Equity Component to be issued to the Assignor under
      this Agreement will, when so issued, be duly authorized, validly issued,
      fully paid, non-assessable, free of any Encumbrances except for SEC
      restrictions and not subject to any pre-emptive rights or rights of first
      refusal created by statute or the charter documents or Bylaws of Assignee
      or any agreement to which Assignee is a party or is bound and will be
      issued in compliance with federal and state securities laws; and

	 	 	 
	 	(f) 	
      except as disclosed in the Assignee SEC Documents, (i)
      there are no actions, suits, proceedings, investigations, complaints,
      orders, directives, or notices of defect or non-compliance by or before
      any court, governmental or domestic commission, department, board,
      tribunal, or authority, or administrative, licensing, or regulatory
      agency, body, or officer issued, pending, or to the best of the Assignee’s
      knowledge threatened against or affecting the Assignee; and (ii) the
      Assignee is in compliance in all material respects with all applicable
      laws applicable to Assignee and its business.




	9. 	
      COVENANTS OF THE ASSIGNOR

	 	 	 
	9.1 	
      Between the date of this Agreement and the Closing Date,
      the Assignor covenants and agrees that the Assignor:

	 	 	 
		(a) 	
      will not sell or dispose of any of the Business Assets,
      will conduct the Business diligently and only in the ordinary course
      consistent with past practice, keep the Business Assets in their present
      state, and endeavour to preserve the organization of the Business intact
      and the goodwill of the suppliers and customers and others having business
      relations with the Assignor relating to the Business;

	 	 	 
		(b) 	
      will afford the Assignee and its authorized
      representatives full access during normal business hours to the Business
      Assets and all other property and assets utilized in the Business and
      without limitation all title documents, abstracts of title, deeds, leases,
      contracts, financial statements, policies, reports, licenses, books,
      records, and other such material relating to the Business, and furnish
      such copies thereof and other information, as the Assignee may reasonably
      request;

	 	 	 
		(c) 	
      will use its best efforts to procure and obtain at or
      prior to the Closing Date all such consents, approvals, releases, and
      discharges as may be required to effect the transactions contemplated
      hereby from all federal, state, municipal or other governmental or
      regulatory bodies and from all other third parties as necessary;

	 	 	 
		(d) 	
      at the request of the Assignee, the Assignor will execute
      such consents, authorizations and directions as may be necessary to permit
      any inspection of the Business or any of the Business Assets or to enable
      the Assignee or its authorized representatives to obtain full access to
      all files and records relating to the Business or the Business Assets
      maintained by governmental or other public authorities;

	 	 	 
		(e) 	
      the Assignor will use its best efforts to take or cause
      to be taken all necessary corporate action, steps and proceedings to
      approve and authorize validly and effectively the assign and transfer the
      Business Assets to the Assignee and the execution and delivery of this
      Agreement and any other Agreements or documents contemplated hereby and to
      cause all necessary meetings of members or managers of the Assignor to be
      held for such purpose; and

	 	 	 
		(f) 	
      will not, without the prior written consent of the
      Assignee, enter into any transaction or refrain from doing any action
      that, if effected before the date of this Agreement, would constitute a
      breach of any representation, warranty, covenant or other obligation of
      the Assignor contained herein, and the Assignor will not enter into any
      material supply agreements relating to the Business or make any material
      decisions or enter into any material contracts with respect to the
      Business without the consent of the Assignee, which consent will not be
      unreasonably withheld.

	 	 	 
	9.2 	
      Subject to the limitations set forth below, the Assignor
      covenants and agrees to indemnify and hold harmless the Assignee from and
      against:







- 9 -


	 	(a) 	
      any and all debts, obligations, and liabilities, whether
      accrued, absolute, contingent, or otherwise, existing at the time of
      Closing, respecting the Business or the Business Assets; and the Assignee
      may, but will not be bound to, pay or perform same and all moneys so paid
      by the Assignee in doing so will constitute indebtedness of the Assignor
      to the Assignee hereunder;

	 	 	 
	 	(b) 	
      any and all Losses resulting from any misrepresentation,
      misstatement, breach of warranty, or the non-fulfillment of any covenant
      on the part of the Assignor under this Agreement or under any document or
      instrument delivered pursuant hereto or in connection herewith;
  and

	 	 	 
	 	(c) 	
      any and all Losses which arise or are made or claimed
      against or are suffered or incurred reasonably by the Assignee in respect
      of any of the foregoing; and

	 	 	 
	 	(d) 	
      any and all Losses suffered or incurred by the Assignee
      as a result of or arising directly or indirectly out of or in connection
      with any liability incurred by the Assignor in respect of the operation of
      the Business up to the Closing Date, except for liabilities specifically
      assumed hereunder.




	10. 	
      COVENANTS OF THE ASSIGNEE

	 	 	 
	10.1 	
      Between the date of this Agreement and the Closing Date,
      the Assignee will make all reasonable efforts to obtain and procure in
      co-operation with the Assignor all consents, approvals, releases, and
      discharges required to effect the transactions contemplated
  hereby.

	 	 	 
	11. 	
      CONDITIONS PRECEDENT

	 	 	 
	11.1 	
      The obligation of the Assignee to consummate the
      transactions herein contemplated is subject to the fulfillment of each of
      the following conditions precedent at the times stipulated:

	 	 	 
		(a) 	
      that the representations and warranties of the Assignor
      contained herein are true and correct on and as at the Closing Date with
      the same force and effect as if such representations and warranties were
      made as at the Closing Date, except as may be in writing disclosed to and
      approved by the Assignee;

	 	 	 
		(b) 	
      that all the terms, covenants, conditions, agreements,
      and obligations hereunder on the part of the Assignor to be performed or
      complied with at or prior to the Closing Date, including in particular the
      Assignor’s obligation to deliver the documents and instruments herein
      provided for in Clause 12, have been performed and complied with as at the
      Closing Date;

	 	 	 
		(c) 	
      that between the date hereof and the Closing Date no
      change, event, or circumstance has occurred which materially adversely
      affects the Business Assets or the prospects, operation, or condition of
      the Business or which, significantly reduces the value of the Business or
      the Business Assets to the Assignee;

	 	 	 
		(d) 	
      no legal or regulatory action or proceeding will be
      pending or threatened by any person to enjoin, restrict or prohibit the
      purchase and sale of the Business Assets contemplated hereby;

	 	 	 
		(e) 	
      that at the Closing Date, there will have been obtained
      from all appropriate federal, state, municipal or other governmental or
      administrative bodies such licenses, permits, consents, approvals,
      certificates, registrations and authorizations as are required to be
      obtained by the Assignor to permit the change of ownership of the Business
      Assets contemplated hereby, and all notices, consents and approvals with
      respect to the transfer or assignment of the Material Contracts,
      including, without limitation those described in 0 hereof have been
      obtained;;

	 	 	 
	11.2 	
      The obligation of the Assignor to consummate the
      transactions herein contemplated is subject to the fulfillment of each of
      the following conditions precedent at the times
  stipulated:







- 10 -


	 	(a) 	
      that the representations and warranties of the Assignee
      contained herein are true and correct on and as of the Closing Date with
      the same force and effect as if such representations and warranties were
      made as at the Closing Date, except as may be in writing disclosed to and
      approved by the Assignor;

	 	 	 
	 	(b) 	
      that the Cash Component payment should have been
      completed on or before the Closing Date;

	 	 	 
	 	(c) 	
      that all terms, covenants, conditions, agreements, and
      obligations hereunder on the part of the Assignee to be performed or
      complied with at or prior to the Closing, including in particular the
      Assignee’s obligation to deliver the documents and
  instruments




	12. 	
      TRANSACTIONS OF THE ASSIGNOR AT THE
    CLOSING

	 	 
	13. 	
      FURTHER ASSURANCES

	 	 
	13.1 	
      From time to time subsequent to the Closing Date, the
      parties covenant and agree, at the expense of the requesting party, to
      promptly execute and deliver all such further documents and instruments
      and do all such further acts and things as may be required to carry out
      the full intent and meaning of this Agreement and to effect the
      transactions contemplated hereby.

	 	 
	14. 	
      ASSIGNMENT

	 	 
	14.1 	
      Other than if the Assignees Corporate Assets are acquired
      by another business entity which acquires 100% of the Assignees business
      assets this agreement may not be assigned by any party hereto without the
      prior written consent of the NIH hereto.

	 	 
	15. 	
      SUCCESSORS AND ASSIGNS

	 	 
	15.1 	
      This Agreement will inure to the benefit of and be
      binding upon the parties hereto and their respective successors and
      permitted assigns.

	 	 
	16. 	
      COUNTERPARTS

	 	 
	16.1 	
      This Agreement may be executed in several counterparts,
      each of which will be deemed to be an original and all of which will
      together constitute one and the same instrument.

	 	 
	17. 	
      NOTICES

	 	 
	17.1 	
      Any notice required or permitted to be given under this
      Agreement will be in writing and may be given by personal service or by
      prepaid registered mail, and addressed to the proper party or transmitted
      by electronic facsimile generating proof of receipt of transmission at the
      address or facsimile number stated below:




	 	(a) 	
      if to the Assignor: 
Dr. Joseph Sinkule

	 		
      42191 N. 111th Place, Scottsdale, Arizona,
      85262 
Facsimile No.: 480-348-9709

	 	 	 
	 	(b) 	
      if to the Assignee:

	 	 	 
	 		
      President CEO 
Cyplasin Biomedical Ltd

	 		
      Suite 131, Advanced Technology Center,

	 		
      9650-20th avenue, Edmonton Alberta T6N 1G1
  Canada







- 11 -


or to such other address or
facsimile number as any party may specify by notice. Any notice sent by
registered mail as aforesaid will be deemed conclusively to have been
effectively given on the fifth business day after posting; but if at the time of
posting or between the time of posting and the third business day thereafter
there is a strike, lockout or other labour disturbance affecting postal service,
then such notice will not be effectively given until actually received. Any
notice transmitted by electronic facsimile will be deem conclusively to have
been effectively given if evidence of receipt is obtained before 5:00 p.m.
(recipient’s time) on a Business Day, and otherwise on the Business Day next
following the date evidence of receipt of transmission is obtained by the
sender. 

	18. 	
      REFERENCE DATE

	 	 
	18.1 	
      This Agreement is dated for reference as of the date
      first above written, but will become binding as of the date of execution
      and delivery by all parties hereto and subject to compliance with the
      terms and conditions hereof, the transfer and possession of the Business
      Assets will be deemed to take effect as at the close of business on
      the Closing Date. References herein to the date of the Agreement or to
      the date hereof shall be deemed to mean the date set forth in the preamble
      to this Agreement.

	 	 
	19. 	
      REFERENCES TO AGREEMENT

	 	 
	19.1 	
      The terms “this Agreement”, “hereof’, “herein”,
      “hereby”, “hereto”, and similar terms refer to this Agreement and not to
      any particular clause, paragraph or other part of this Agreement.
      References to particular clauses are to clauses of this Agreement unless
      another document is specified.



IN WITNESS WHEREOF the parties have executed and delivered
these presents on the dates indicated below.

	WITNESSED BY:	)	C-VIRIONICS CORPORATION.
		 	
	Nancy Sinkule 	)	
	Name	 	
	42191 N. 111th  Place 	)	
	Address	 	/s/ Dr. Joseph Sinkule
		)	per Dr. JOSEPH SINKULE
	Scottsdale, AZ 85262 USA	 	
		)	
	Assistant to the President	 	
	Occupation	 	
		 	
	Dated: 29 December, 2009	 	
		 	
	 	 	
	CYPLASIN BIOMEDICAL LTD.	 	
		 	
	Per: /s/ Garth Likes	 	
	             Garth Likes	 	
		 	
	Authorized Signatory	 	
		 	
	Dated: December 29, 2009	 	







- 12 -


Schedule 1

PUBLIC HEALTH SERVICE 
PATENT LICENSE
AGREEMENT—EXCLUSIVE
COVER PAGE 

For PHS internal use only: Patent License Number: 

A-027-2003

Serial Number(s) of Licensed Patent(s)
and/or Patent Application(s): 

U.S. Patent No. 6,387,662 (U.S. S/N
09/246,441), issued May 14, 2002, entitled "Synthesis and Purification of
Hepatitis C Virus-Like particles" (E-009-1997/0) (Inventors: T. Jake Liang
(NIDDK), Thomas F. Baumert (NIDDK)). This application is a continuation of and
claims the benefit of priority of International Application No. PCT/US97/05096
designating the U.S. having International filing date of Mar. 25, 1997,
abandoned, claims the benefit of priority of U.S. S/N 60/030,238, filed Nov. 8,
1996. 

PCT/US97/05096 filed March 25, 1997,
entitled "Synthesis and Purification of Hepatitis C Virus-Like particles in
vitro" (related to E-009-1997/0) (Inventors: T. Jake Liang (NIDDK), Thomas F.
Baumert (NIDDK)). National Stage filed March 25, 1997: in Australia Patent No.
738585, issued Jan. 03, 2002, in EPO patent application No. 9791652.6, in Canada
patent application No. 2269097, in Japan patent application No. 10-522521. 

Licensee:

VIRIONICS CORPORATION
(VIRIONICS)


	 	          	Cooperative Research and Development Agreement  (CRADA) Number (if applicable): 
	 	 	 
	 	  	 
	 	            	Additional
    Remarks: 
	 	  	 
	 	  	 
	 	            	Public Benefit(s): 
	 	  	 
	 	 	Vaccines for the prevention and treatment of
    chronic Hepatitis C Virus (HCV) infections. 


This  Patent License
Agreement, hereinafter referred to as the "Agreement", consists of this
Cover Page, an attached Agreement, a Signature Page, Appendix A (List of
Patent(s) and/or Patent Application(s)), Appendix B (Fields of Use and
Territory), Appendix C (Royalties), Appendix D (Modifications), Appendix E
(Benchmarks), and Appendix F (Commercial Development Plan). The Parties to this
Agreement are: 

	1) 	
      The National Institutes of Health ("NIH"), the Centers
      for Disease Control and Prevention ("CDC"), or the Food and Drug
      Administration ("FDA"), hereinafter singly or collectively referred to as
      "PHS", agencies of the United States Public Health Service within the
      Department of Health and Human Services ("DHHS"); and 

	 	 
	2) 	
      The person, corporation, or institution identified above
      and/or on the Signature Page, having offices at the address indicated on
      the Signature Page, hereinafter referred to as
  "Licensee".PHS







- 13 -

PHS PATENT LICENSE AGREEMENT—EXCLUSIVE

PHS and Licensee agree as follows: 

	1. 	
      BACKGROUND

	 	 	 	 
		1.01 	
      In the course of conducting biomedical and behavioral
      research, PHS investigators made inventions that may have commercial
      applicability.

	 	 	 	 
		1.02 	
      By assignment of rights from PHS employees and other
      inventors, DHHS, on behalf of the United States Government, owns
      intellectual property rights claimed in any United States and/or foreign
      patent applications or patents corresponding to the assigned inventions.
      DHHS also owns any tangible embodiments of these inventions actually
      reduced to practice by PHS.

	 	 	 	 
		1.03 	
      The Secretary of DHHS has delegated to PHS the authority
      to enter into this Agreement for the licensing of rights to these
      inventions.

	 	 	 	 
		1.04 	
      PHS desires to transfer these inventions to the private
      sector through commercialization licenses to facilitate the commercial
      development of products and processes for public use and
benefit.

	 	 	 	 
		1.05 	
      Licensee desires to acquire commercialization
      rights to certain of these inventions in order to develop processes,
      methods, and/or marketable products for public use and benefit.

	 	 	 	 
	2. 	
      DEFINITIONS.

	 	 	 	 
		2.01 	
      "Benchmarks" mean the performance milestones that
      are set forth in Appendix E.

	 	 	 	 
		2.02 	
      "Commercial Development Plan" means the written
      commercialization plan attached as Appendix F.

	 	 	 	 
		2.03 	
      "First Commercial Sale" means the initial transfer
      by or on behalf of Licensee or its sublicensees of Licensed Products
      or the initial practice of a Licensed Process by or on behalf
      of Licensee or its sublicensees in exchange for cash or some
      equivalent to which value can be assigned for the purpose of determining
      Net Sales.

	 	 	 	 
		2.04 	
      "Government" means the Government of the United
      States of America.

	 	 	 	 
		2.05 	
      "Licensed Fields of Use" means the fields of use
      identified in Appendix B.

	 	 	 	 
		2.06 	
      "Licensed Patent Rights" shall mean:

	 	 	 	 
			a) 	
      Patent applications (including provisional patent
      applications and PCT patent applications) and/or patents listed in
      Appendix A, all divisions and continuations of these applications, all
      patents issuing from such applications, divisions, and continuations, and
      any reissues, reexaminations, and extensions of all such
patents;

	 	 	 	 
			b) 	
      to the extent that the following contain one or more
      claims directed to the invention or inventions disclosed in a) above: i)
      continuations-in-part of a) above; ii) all divisions and continuations of
      these continuations-in-part; iii) all patents issuing from such
      continuations-in-part, divisions, and continuations; iv) priority patent
      application(s) of a) above; and v) any reissues, reexaminations,
  and extensions of all such patents; 








- 14 -

	 	c) 	
      to the extent that the following contain one or more
      claims directed to the invention or inventions disclosed in a) above: all
      counterpart foreign and U.S. patent applications and patents to a) and b)
      above, including those listed in Appendix A.



	 	 	 
	 	 	
      Licensed Patent Rights shall not include b) or c)
      above to the extent that they contain one or more claims directed to new
      matter which is not the subject matter disclosed in a) above. 

	 	 	 
	 	2.07 	
      "Licensed Process(es)" means processes which, in the
      course of being practiced would be within the scope of one or more claims
      of the Licensed Patent Rights that have not been held unpatentable,
      invalid or unenforceable by an unappealed or unappealable judgment of a
      court of competent jurisdiction.

	 	 	 
	 	2.08 	
      "Licensed Product(s)" means tangible materials which, in
      the course of manufacture, use, sale, or importation would be within the
      scope of one or more claims of the Licensed Patent Rights that have not
      been held unpatentable, invalid or unenforceable by an unappealed or
      unappealable judgment of a court of competent jurisdiction.

	 	 	 
	 	2.09 	
      "Licensed Territory" means the geographical area
      identified in Appendix B.

	 	 	 
	 	2.10 	
      "Net Sales" means the total gross receipts for sales of
      Licensed Products or practice of Licensed Processes by or on behalf of
      Licensee or its sublicensees, and from leasing, renting, or otherwise
      making Licensed Products available to others without sale or other
      dispositions, whether invoiced or not, less returns and allowances,
      packing costs, insurance costs, freight out, taxes or excise duties
      imposed on the transaction (if separately invoiced), and wholesaler and
      cash discounts in amounts customary in the trade to the extent actually
      granted. No deductions shall be made for commissions paid to individuals,
      whether they be with independent sales agencies or regularly employed by
      Licensee, or sublicensees, and on its payroll, or for the cost of
      collections.

	 	 	 
	 	2.11 	
      "Practical Application" means to manufacture in the case
      of a composition or product, to practice in the case of a process or
      method, or to operate in the case of a machine or system; and in each
      case, under such conditions as to establish that the invention is being
      utilized and that its benefits are to the extent permitted by law or
      Government regulations available to the public on reasonable
  terms.

	 	 	 
	 	2.12 	
      "Research License" means a nontransferable, nonexclusive
      license to make and to use the Licensed Products or Licensed Processes as
      defined by the Licensed Patent Rights for purposes of research and not for
      purposes of commercial manufacture or distribution or in lieu of
      purchase.




	3. 	
      GRANT OF RIGHTS

	 	 	 
		3.01 	
      PHS hereby grants and Licensee accepts, subject to the
      terms and conditions of this Agreement, an exclusive license under the
      Licensed Patent Rights in the Licensed Territory to make and have made, to
      use and have used, to sell and have sold, to offer to sell, and to import
      any Licensed Products in the Licensed Fields of Use and to practice and
      have practiced any Licensed Processes in the Licensed Fields of
  Use.

	 	 	 
		3.02 	
      This Agreement confers no license or rights by
      implication, estoppel, or otherwise under any patent applications or
      patents of PHS other than Licensed Patent Rights regardless of whether
      such patents are dominant or subordinate to Licensed Patent
  Rights.







- 15 -

	4. 	
  SUBLICENSING

	 	 	 
		4.01 	
      Upon written approval by PHS, which approval will not be
      unreasonably withheld, Licensee may enter into sublicensing agreements
      under the Licensed Patent Rights.

	 	 	 
		4.02 	
      Licensee agrees that any sublicenses granted by it shall
      provide that the obligations to PHS of Paragraphs 5.01-5.04, 8.01, 10.01,
      10.02, 12.05, and 13.07-13.09 of this Agreement shall be binding upon the
      sublicensee as if it were a party to this Agreement. Licensee further
      agrees to attach copies of these Paragraphs to all sublicense
      agreements.

	 	 	 
		4.03 	
      Any sublicenses granted by Licensee shall provide for the
      termination of the sublicense, or the conversion to a license directly
      between such sublicensees and PHS, at the option of the sublicensee, upon
      termination of this Agreement under Article 13. Such conversion is subject
      to PHS approval and contingent upon acceptance by the sublicensee of the
      remaining provisions of this Agreement.

	 	 	 
		4.04 	
      Licensee agrees to forward to PHS a copy of each fully
      executed sublicense agreement postmarked within thirty (30) days of the
      execution of such agreement. To the extent permitted by law, PHS agrees to
      maintain each such sublicense agreement in confidence.

	 	 	 
	5. 	
      STATUTORY AND PHS REQUIREMENTS AND RESERVED GOVERNMENT
      RIGHTS

	 	 	 


	 	5.01 	(a)	PHS reserves on behalf of the Government an irrevocable,
      nonexclusive, nontransferable, royalty-free license for the practice of
      all inventions licensed under the Licensed Patent Rights throughout
      the world by or on behalf of the Government and on behalf of any foreign
      government or international organization pursuant to any existing or
      future treaty or agreement to which the Government is a signatory. Prior
      to the First Commercial Sale, Licensee agrees to provide PHS
      reasonable quantities of Licensed Products or materials made
      through the Licensed Processes for PHS research use. 
	 	 	 	 
	 	 	(b) 	
      In the event that Licensed Patent Rights are
      Subject Inventions made under a Cooperative Research and Development
      Agreement (CRADA), Licensee grants to the Government, pursuant to
      15 U.S.C. § 3710a(b)(1)(A), a nonexclusive, nontransferable, irrevocable,
      paid-up license to practice Licensed Patent Rights or have
      Licensed Patent Rights practiced throughout the world by or on
      behalf of the Government. In the exercise of such license, the Government
      shall not publicly disclose trade secrets or commercial or financial
      information that is privileged or confidential within the meaning of 5
      U.S.C. § 552(b)(4) or which would be considered as such if it had been
      obtained from a non-Federal party. Prior to the First
      Commercial Sale, Licensee agrees to provide PHS reasonable
      quantities of Licensed Products or materials made through the
  Licensed Processes for PHS research use.





	 	5.02 	
      Licensee agrees that products used or sold in the
      United States embodying Licensed Products or produced through use
      of Licensed Processes shall be manufactured substantially in the United
      States, unless a written waiver is obtained in advance from
    PHS.







- 16 -

	 	5.03 	
      Licensee acknowledges that PHS may enter into
      future Cooperative Research and Development Agreements (CRADAs) under the
      Federal Technology Transfer Act of 1986 that relate to the subject matter
      of this Agreement. Licensee agrees not to unreasonably deny
      requests for a Research License from such future collaborators with
      PHS when acquiring such rights is necessary in order to make a
      Cooperative Research and Development Agreement (CRADA) project feasible.
      Licensee may request an opportunity to join as a party to the proposed
      Cooperative Research and Development Agreement
(CRADA).



	 	 	 	 
	 	5.04 	(a) 	
      In addition to the reserved license of Paragraph 5.01 above,
        PHS reserves the right to grant nonexclusive Research Licenses
        directly or to require Licensee to grant nonexclusive Research Licenses
        on reasonable terms. The purpose of this Research License is to encourage
        basic research, whether conducted at an academic or corporate facility.
        In order to safeguard the Licensed Patent Rights, however, PHS
        shall consult with Licensee before granting to commercial entities a Research
        License or providing to them research samples of materials made through
        the Licensed Processes. 

    
	 	 	 	 
	 	 	(b) 	
      In exceptional circumstances, and in the event that
      Licensed Patent Rights are Subject Inventions made under a
      Cooperative Research and Development Agreement (CRADA), the Government,
      pursuant to 15 U.S.C. § 3710a(b)(1)(B), retains the right to require the
      Licensee to grant to a responsible applicant a nonexclusive,
      partially exclusive, or exclusive sublicense to use Licensed Patent
      Rights in Licensee's field of use on terms that are reasonable
      under the circumstances; or if Licensee fails to grant such a
      license, the Government retains the right to grant the license itself. The
      exercise of such rights by the Government shall only be in exceptional
      circumstances and only if the Government determines (i) the action is
      necessary to meet health or safety needs that are not reasonably satisfied
      by Licensee; (ii) the action is necessary to meet requirements for
      public use specified by Federal regulations, and such requirements are not
      reasonably satisfied by the Licensee; or (iii) the Licensee
      has failed to comply with an agreement containing provisions described
      in 15 U.S.C. § 3710a(c)(4)(B). The determination made by the Government
      under this Article is subject to administrative appeal and judicial review
      under 35 U.S.C. § 203(2).




	6. 	
      ROYALTIES AND REIMBURSEMENT

	 	 	 
		6.01 	
      Licensee agrees to pay to PHS a
      noncreditable, nonrefundable license issue royalty as set forth in
      Appendix C within thirty (30) days from the date that this Agreement
      becomes effective.

	 	 	 
		6.02 	
      Licensee agrees to pay to PHS a nonrefundable
      minimum annual royalty as set forth in Appendix C. The minimum annual
      royalty is due and payable on January 1 of each calendar year beginning
      January 1, 2006 and may be credited against any earned royalties due for
      sales made in that year.

	 	 	 
		6.03 	
      Licensee agrees to pay PHS earned royalties as set
      forth in Appendix C.

	 	 	 
		6.04 	
      Licensee agrees to pay PHS benchmark royalties as
      set forth in Appendix C.

	 	 	 
		6.05 	
      Licensee agrees to pay PHS sublicensing royalties
      as set forth in Appendix C.







- 17 -


	7. 	
  PATENT FILING, PROSECUTION AND MAINTENANCE,

	 	 	 
		7.01 	
      Except as otherwise provided in this Article 7, PHS
      agrees to take responsibility for, but to consult with, the Licensee in
      the preparation, filing, prosecution, and maintenance of any and all
      patent applications or patents included in the Licensed Patent Rights and
      shall furnish copies of relevant patent-related documents to
    Licensee.

	 	 	 
		7.02 	
      Upon PHS's written request, Licensee shall assume the
      responsibility for the preparation, filing, prosecution, and maintenance
      of any and all patent applications or patents included in the Licensed
      Patent Rights and shall on an ongoing basis promptly furnish copies of
      all patent- related documents to PHS. In such event, Licensee
      shall, subject to the prior approval of PHS, select registered
      patent attorneys or patent agents to provide such services on behalf of
      Licensee and PHS. PHS shall provide appropriate powers of attorney
      and other documents necessary to undertake such actions to the patent
      attorneys or patent agents providing such services. Licensee and its
      attorneys or agents shall consult with PHS in all aspects of the
      preparation, filing, prosecution and maintenance of patent applications
      and patents included within the Licensed Patent Rights and shall
      provide PHS sufficient opportunity to comment on any document that
      Licensee intends to file or to cause to be filed with the relevant
      intellectual property or patent office.

	 	 	 
		7.03 	
      At any time, PHS may provide Licensee with
      written notice that PHS wishes to assume control of the
      preparation, filing, prosecution, and maintenance of any and all patent
      applications or patents included in the Licensed Patent Rights. If PHS
      elects to assume such responsibilities, Licensee agrees to
      cooperate fully with PHS, its attorneys, and agents in the
      preparation, filing, prosecution, and maintenance of any and all patent
      applications or patents included in the Licensed Patent Rights and
      to provide PHS with complete copies of any and all documents or
      other materials that PHS deems necessary to undertake such
      responsibilities. Licensee shall be responsible for all costs associated
      with transferring patent prosecution responsibilities to an attorney or
      agent of PHS's choice.

	 	 	 
		7.04 	
      Each party shall promptly inform the other as to all
      matters that come to its attention that may affect the preparation,
      filing, prosecution, or maintenance of the Licensed Patent Rights
      and permit each other to provide comments and suggestions with respect
      to the preparation, filing, prosecution, and maintenance of Licensed
      Patent Rights, which comments and suggestions shall be considered by
      the other party.

	 	 	 
	8. 	
      RECORD KEEPING.

	 	 	 
		8.01 	
      Licensee agrees to keep accurate and correct
      records of Licensed Products made, used, sold, or imported and
      Licensed Processes practiced under this Agreement
      appropriate to determine the amount of royalties due PHS. Such
      records shall be retained for at least five (5) years following a given
      reporting period and shall be available during normal business hours for
      inspection at the expense of PHS by an accountant or other designated
      auditor selected by PHS for the sole purpose of verifying reports
      and payments hereunder. The accountant or auditor shall only disclose to
      PHS information relating to the accuracy of reports and payments
      made under this Agreement. If an inspection shows an underreporting
      or underpayment in excess of five percent (5%) for any twelve (12) month
      period, then Licensee shall reimburse PHS for the cost of the
      inspection at the time Licensee pays the unreported royalties,
      including any late charges as required by Paragraph 9.08 of this
      Agreement. All payments required under this Paragraph shall be due
      within thirty (30) days of the date PHS provides Licensee notice of
      the payment due.








- 18 -


	 	8.02 	
      Licensee agrees to have an audit of sales and royalties
      conducted by an independent auditor at least every two (2) years if annual
      sales of the Licensed Product or Licensed Processes are over
      two (2) million dollars. The audit shall address, at a minimum, the amount
      of gross sales by or on behalf of Licensee during the audit period,
      terms of the license as to percentage or fixed royalty to be remitted to
      the Government, the amount of royalty funds owed to the
      Government under this Agreement, and whether the royalty
      amount owed has been paid to the Government and is reflected in the
      records of the Licensee. The audit shall also indicate the PHS
      license number, product, and the time period being audited. A report
      certified by the auditor shall be submitted promptly by the auditor
      directly to PHS on completion. Licensee shall pay for the entire
      cost of the audit.




	9. 	
      REPORTS ON PROGRESS BENCHMARKS, SALES1 AND
      PAYMENTS

	 	 	 
		9.01 	
      Prior to signing this Agreement, Licensee has
      provided to PHS the Commercial Development Plan at Appendix
      F, under which Licensee intends to bring the subject matter of the
      Licensed Patent Rights to the point of Practical Application.
      This Commercial Development Plan is hereby incorporated by
      reference into this Agreement. Based on this plan, performance
      Benchmarks are determined as specified in Appendix E.

	 	 	 
		
      9.02 
	
      Licensee shall provide written annual reports on
      its product development progress or efforts to commercialize under the
      Commercial Development Plan for each of the Licensed Fields of
      Use within sixty (60) days after December 31 of each calendar year.
      These progress reports shall include, but not be limited to: progress on
      research and development, status of applications for regulatory approvals,
      manufacturing, sublicensing, marketing, importing, and sales during the
      preceding calendar year, as well as plans for the present calendar year.
      PHS also encourages these reports to include information on any of
      Licensee's public service activities that relate to the Licensed
      Patent Rights. If reported progress differs from that projected in the
      Commercial Development Plan and Benchmarks, Licensee shall
      explain the reasons for such differences. In any such annual report,
      Licensee may propose amendments to the Commercial Development
      Plan, acceptance of which by PHS may not be denied
      unreasonably. Licensee agrees to provide any additional information
      reasonably required by PHS to evaluate Licensee's
      performance under this Agreement. Licensee may amend the
      Benchmarks at any time upon written consent by PHS. PHS
      shall not unreasonably withhold approval of any request of Licensee
      to extend the time periods of this schedule if such request is
      supported by a reasonable showing by Licensee of diligence in its
      performance under the Commercial Development Plan and toward
      bringing the Licensed Products to the point of Practical
      Application as defined in 37 CFR 404.3(d). Licensee shall amend
      the Commercial Development Plan and Benchmarks at the
      request of PHS to address any Licensed Fields of Use not
      specifically addressed in the plan originally submitted.

	 	 	 
		9.03 	
      Licensee shall report to PHS the dates for
      achieving Benchmarks specified in Appendix E and the First
      Commercial Sale in each country in the Licensed Territory
      within thirty (30) days of such occurrences.

	 	 	 
		
      9.04 
	
      Licensee shall submit to PHS within sixty
      (60) days after each calendar half-year ending June 30 and December 31 a
      royalty report setting forth for the preceding half-year period the amount
      of the Licensed Products sold or Licensed Processes
      practiced by or on behalf of Licensee in each country within
      the Licensed Territory, the Net Sales, and the amount of
      royalty accordingly due. With each such royalty report, Licensee
      shall submit payment of the earned royalties due. If no earned
      royalties are due to PHS for any reporting period, the written
      report shall so state. The royalty report shall be certified as correct by
      an authorized officer of Licensee and shall include
a detailed listing of all deductions
made under Paragraph 2.10 to determine Net Sales made under Article 6 to
determine royalties due. 








- 19 -



	 	9.05 	
      Licensee agrees to forward semi-annually to PHS a copy of
      such reports received by Licensee from its sublicensees during the
      preceding half-year period as shall be pertinent to a royalty accounting
      to PHS by Licensee for activities under the sublicense.

	 	 	 
	 	9.06 	
      Royalties due under Article 6 shall be paid in U.S.
      dollars. For conversion of foreign currency to U.S. dollars, the
      conversion rate shall be the New York foreign exchange rate quoted in
      The Wall Street Journal on the day that the payment is due. All
      checks and bank drafts shall be drawn on United States banks and shall be
      payable, as appropriate, to "NIH/Patent Licensing." All such payments
      shall be sent to the following address: NIH, P.O. Box 360120, Pittsburgh,
      PA 15251- 6120. Any loss of exchange, value, taxes, or other expenses
      incurred in the transfer or conversion to U.S. dollars shall be paid
      entirely by Licensee. The royalty report required by Paragraph 9.04 of
      this Agreement shall accompany each such payment, and a copy of such
      report shall also be mailed to PHS at its address for notices indicated on
      the Signature Page of this Agreement.

	 	 	 
	 	9.07 	
      Licensee shall be solely responsible for determining if
      any tax on royalty income is owed outside the United States and shall pay
      any such tax and be responsible for all filings with appropriate agencies
      of foreign governments.

	 	 	 
	 	9.08 	
      Interest and penalties may be assessed by PHS on any
      overdue payments in accordance with the Federal Debt Collection Act. The
      payment of such late charges shall not prevent PHS from exercising any
      other rights it may have as a consequence of the lateness of any
      payment.

	 	 	 
	 	9.09 	
      All plans and reports required by this Article 9 and
      marked "confidential" by Licensee shall, to the extent permitted by law,
      be treated by PHS as commercial and financial information obtained from a
      person and as privileged and confidential, and any proposed disclosure of
      such records by the PHS under the Freedom of Information Act (FOIA), 5
      U.S.C. § 552 shall be subject to the predisclosure notification
      requirements of 45 CFR § 5.65(d).




	10.	
      PERFORMANCE,




	 	10.01 	
      Licensee shall use its reasonable best efforts to bring
      the Licensed Products and Licensed Processes to Practical
      Application. "Reasonable best efforts" for the purposes of this
      provision shall include adherence to the Commercial Development Plan
      at Appendix F and performance of the Benchmarks at Appendix E.
      The efforts of a sublicensee shall be considered the efforts of
      Licensee.

	 	 	 
	 	10.02 	
      Upon the First Commercial Sale, until the
      expiration of this Agreement, Licensee shall use its reasonable best
      efforts to make Licensed Products and Licensed Processes reasonably
      accessible to the United States public.




	11. 	
      INFRINGEMENT AND PATENT ENFORCEMENT

	 	 


	 	11.01 	
      PHS and Licensee agree to notify
      each other promptly of each infringement or possible infringement of the
      Licensed Patent Rights, as well as any facts which may affect the
      validity, scope, or enforceability of the Licensed Patent Rights of
      which either Party becomes aware.

	 	 	 
	 	11.02 	
      Pursuant to this Agreement and the provisions of
      Chapter 29 of title 35, United States Code, Licensee may: a) bring suit in
      its own name, at its own expense, and on its own behalf for infringement
      of presumably valid claims in the Licensed Patent Rights; b) in any
      such suit, enjoin infringement and collect for its use,
damages, profits, and awards of whatever nature recoverable for such
infringement; and c) settle any claim or suit for infringement of the Licensed
Patent Rights provided, however, that PHS and appropriate Government
authorities shall have the first right to take such actions. If Licensee desires
to initiate a suit for patent infringement, Licensee shall notify PHS in
writing. If PHS does not notify Licensee of its intent to pursue legal action
within ninety (90) days, Licensee will be free to initiate suit. PHS shall have
a continuing right to intervene in such suit. Licensee shall take no action to
compel the Government either to initiate or to join in any such suit for
patent infringement. Licensee may request the Government to initiate or join in
any such suit if necessary to avoid dismissal of the suit. Should the Government
be made a party to any such suit, Licensee shall reimburse the Government for
any costs, expenses, or fees which the Government incurs as a result
of such motion or other action, including any and all costs incurred by the Government in opposing any such motion or other action. In all cases,
Licensee agrees to keep PHS reasonably apprised of the status and
progress of any litigation. Before Licensee commences an infringement action,
Licensee shall notify PHS and give careful consideration to the views of
PHS and to any potential effects of the litigation on the public health in
deciding whether to bring suit. 








- 20 -



	 	11.03 	
      In the event that a declaratory judgment action alleging
      invalidity or non-infringement of any of the Licensed Patent Rights
      shall be brought against Licensee or raised by way of
      counterclaim or affirmative defense in an infringement suit brought by
      Licensee under Paragraph 11.02, pursuant to this Agreement and the
      provisions of Chapter 29 of Title 35, United States Code or other
      statutes, Licensee may: a) defend the suit in its own name, at its
      own expense, and on its own behalf for presumably valid claims in the
      Licensed Patent Rights; b) in any such suit, ultimately to enjoin
      infringement and to collect for its use, damages, profits, and awards of
      whatever nature recoverable for such infringement; and c) settle any claim
      or suit for declaratory judgment involving the Licensed Patent
      Rights-provided, however, that PHS and appropriate
      Government authorities shall have the first right to take such
      actions and shall have a continuing right to intervene in such suit. If
      PHS does not notify Licensee of its intent to respond to the legal
      action within a reasonable time, Licensee will be free to do so. Licensee
      shall take no action to compel the Government either to initiate or
      to join in any such declaratory judgment action. Licensee may
      request the Government to initiate or to join any such suit if
      necessary to avoid dismissal of the suit. Should the Government be
      made a party to any such suit by motion or any other action of Licensee,
      Licensee shall reimburse the Government for any costs, expenses, or
      fees which the Government incurs as a result of such motion or
      other action. If Licensee elects not to defend against such declaratory
      judgment action, PHS, at its option, may do so at its own expense.
      In all cases, Licensee agrees to keep PHS reasonably apprised of the
      status and progress of any litigation. Before Licensee commences an
      infringement action, Licensee shall notify PHS and give
      careful consideration to the views of PHS and to any potential
      effects of the litigation on the public health in deciding whether to
      bring suit.

	 	 	 
	 	11.04 	
      In any action under Paragraphs 11.02 or 11.03, the
      expenses including costs, fees, attorney fees, and disbursements, shall be
      paid by Licensee. The value of any recovery made by Licensee
      through court judgment or settlement shall be treated as Net Sales
      and subject to earned royalties.

	 	 	 
		
      11.05 
	
      PHS shall cooperate fully with Licensee in
      connection with any action under Paragraphs 11.02 or 11.03. PHS
      agrees promptly to provide access to all necessary documents and to
      render reasonable assistance in response to a request by
  Licensee.




	12. 	 NEGATION OF WARRANTIES AND INDEMNIFICATION





	 	12.01 	PHS offers no warranties other than those specified in Article
      1.







- 21 -


	 	12.02 	
      PHS does not warrant the validity of the Licensed Patent
      Rights and makes no representations whatsoever with regard to the scope of
      the Licensed Patent Rights, or that the Licensed Patent Rights may be
      exploited without infringing other patents or other intellectual property
      rights of third parties.

	 	 	 
	 	12.03 	
      PHS MAKES NO WARRANTIES, EXPRESSED OR IMPLIED, OF
      MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF ANY SUBJECT MATTER
      DEFINED BY THE CLAIMS OF THE LICENSED PATENT RIGHTS OR TANGIBLE MATERIALS
      RELATED THERETO.

	 	 	 
	 	12.04 	
      PHS does not represent that it will commence legal
      actions against third parties infringing the Licensed Patent
  Rights.




	 	12.05 	
      Licensee shall indemnify and hold PHS, its employees,
      students, fellows, agents, and consultants harmless from and against all
      liability, demands, damages, expenses, and losses, including but not
      limited to death, personal injury, illness, or property damage in
      connection with or arising out of: a) the use by or on behalf of Licensee,
      its sublicensees, directors, employees, or third parties of any Licensed
      Patent Rights; orb) the design, manufacture, distribution, or use of any
      Licensed Products, Licensed Processes or materials by Licensee, or other
      products or processes developed in connection with or arising out of the
      Licensed Patent Rights. Licensee agrees to maintain a liability insurance
      program consistent with sound business
practice.




	13. 	
      TERM, TERMINATION, AND MODIFICATION OF
    RIGHTS,

	 	 	 
		
      13.01 
	
      This Agreement is effective when signed by all parties
      and shall extend to the expiration of the last to expire of the Licensed
      Patent Rights unless sooner terminated as provided in this Article 13.
    

	 	 	 
		13.02 	
      In the event that Licensee is in default in the
      performance of any material obligations under this Agreement, including
      but not limited to the obligations listed in Article 13.05, and if the
      default has not been remedied within ninety (90) days after the date of
      notice in writing of such default, PHS may terminate this Agreement by
      written notice and pursue outstanding amounts owed through procedures
      provided by the Federal Debt Collection Act. 



	 	 	 
	 	13.03 	
      In the event that Licensee becomes insolvent, files a
      petition in bankruptcy, has such a petition filed against it, determines
      to file a petition in bankruptcy, or receives notice of a third party's
      intention to file an involuntary petition in bankruptcy, Licensee shall
      immediately notify PHS in writing. Furthermore, PHS shall have the right
      to terminate this Agreement immediately upon Licensee's receipt of written
      notice.

	 	 	 
	 	13.04 	
      Licensee shall have a unilateral right to terminate this
      Agreement and/or any licenses in any country or territory by giving PHS
      sixty (60) days written notice to that effect.

	 	 	 
	 	13.05 	
      PHS shall specifically have the right to terminate or
      modify, at its option, this Agreement, if PHS determines that the
      Licensee: I) is not executing the Commercial Development Plan
      submitted with its request for a license and the Licensee cannot
      otherwise demonstrate to PHS's satisfaction that the Licensee has taken,
      or can be expected to take within a reasonable time, effective steps to
      achieve Practical Application of the Licensed Products or Licensed
      Processes; 2) has not achieved the Benchmarks as may be modified
      under Paragraph 9.02; 3) has willfully made a false statement of, or
      willfully omitted, a material fact in the license application or in any
      report required by the license Agreement; 4) has committed a material
      breach of a covenant or agreement contained in the license; 5) is not
keeping Licensed Products or Licensed Processes reasonably available to the
public after commercial use commences; 6) cannot reasonably satisfy unmet health
and safety needs; or 7) cannot reasonably justify a failure to comply with the
domestic production requirement of Paragraph 5.02 unless waived. In making this
determination, PHS will take into account the normal course of such commercial
development programs conducted with sound and reasonable business practices and
judgment and the annual reports submitted by Licensee under Paragraph 9.02.
Prior to invoking this right, PHS shall give written notice to Licensee
providing Licensee specific notice of, and a ninety (90) day opportunity to
respond to, PHS's concerns as to the previous items 1) to 7). If Licensee fails
to alleviate PHS's concerns as to the previous items 1) to 7) or fails to
initiate corrective action to PHS's satisfaction, PHS may terminate this
Agreement. 








- 22 -



	 	13.06 	
      When the public health and safety so require, and after
      written notice to Licensee providing Licensee a sixty (60) day opportunity
      to respond, PHS shall have the right to require Licensee to grant
      sublicenses to responsible applicants, on reasonable terms, in any
      Licensed Fields of Use under the Licensed Patent Rights, unless Licensee
      can reasonably demonstrate that the granting of the sublicense would not
      materially increase the availability to the public of the subject matter
      of the Licensed Patent Rights. PHS will not require the granting of
      a sublicense unless the responsible applicant has first negotiated in good
      faith with Licensee.




	 	13.07 	
      PHS reserves the right according to 35 U.S.C. §
      209(0(4) to terminate or modify this Agreement if it is determined
      that such action is necessary to meet requirements for public use
      specified by federal regulations issued after the date of the license and
      such requirements are not reasonably satisfied by
  Licensee.




	 	13.08 	
      Within thirty (30) days of receipt of written notice of
      PHS's unilateral decision to modify or terminate this Agreement,
      Licensee may, consistent with the provisions of 37 CFR 404.11, appeal
      the decision by written submission to the designated PHS official.
      The decision of the designated PHS official shall be the final
      agency decision. Licensee may thereafter exercise any and all
      administrative or judicial remedies that may be available.

	 	 	 
	 	13.09 	
      Within ninety (90) days of expiration or termination of
      this Agreement under this Article 13, a final report shall be
      submitted by Licensee. Any royalty payments, including those incurred but
      not yet paid (such as the full minimum annual royalty), and those related
      to patent expense, due to PHS shall become immediately due and
      payable upon termination or expiration. If terminated under this Article
      13, sublicensees may elect to convert their sublicenses to direct licenses
      with PHS pursuant to Paragraph 4.03. Unless otherwise specifically
      provided for under this Agreement, upon termination or expiration
      of this Agreement, Licensee shall return all Licensed Products
      or other materials included within the Licensed Patent Rights
      to PHS or provide PHS with certification of the
      destruction thereof.




	14. 	
      GENERAL PROVISIONS

	 	 	 
		14.01 	
      Neither Party may waive or release any of its rights or
      interests in this Agreement except in writing. The failure of the
      Government to assert a right hereunder or to insist upon compliance
      with any term or condition of this Agreement shall not constitute a
      waiver of that right by the Government or excuse a similar
      subsequent failure to perform any such term or condition by
    Licensee.

	 	 	 
		14.02 	
      This Agreement constitutes the entire agreement
      between the Parties relating to the subject matter of the Licensed
      Patent Rights, and all prior negotiations, representations,
      agreements, and understandings are merged into, extinguished by, and
      completely expressed by this Agreement.







- 23 -


	 	14.03 	
      The provisions of this Agreement are severable, and in
      the event that any provision of this Agreement shall be determined to be
      invalid or unenforceable under any controlling body of law, such
      determination shall not in any way affect the validity or enforceability
      of the remaining provisions of this Agreement.




	 	14.04 	
      If either Party desires a modification to this Agreement,
      the Parties shall, upon reasonable notice of the proposed modification by
      the Party desiring the change, confer in good faith to determine the
      desirability of such modification. No modification will be effective until
      a written amendment is signed by the signatories to this Agreement or
      their designees.

	 	 	 
	 	14.05 	
      The construction, validity, performance, and effect of
      this Agreement shall be governed by Federal law as applied by the Federal
      courts in the District of Columbia.




	 	14.06 	
      All notices required or permitted by this Agreement shall
      be given by prepaid, first class, registered or certified mail or by an
      express/overnight delivery service provided by a commercial carrier,
      properly addressed to the other Party at the address designated on the
      following Signature Page, or to such other address as may be designated in
      writing by such other Party. Notices shall be considered timely if such
      notices are received on or before the established deadline date or sent on
      or before the deadline date as verifiable by U.S. Postal Service postmark
      or dated receipt from a commercial carrier. Parties should request a
      legibly dated U.S. Postal Service postmark or obtain a dated receipt from
      a commercial carrier or the U.S. Postal Service. Private metered postmarks
      shall not be acceptable as proof of timely mailing.

	 	 	 
	 	14.07 	
      This Agreement shall not be assigned by Licensee except:
      a) with the prior written consent of PHS, such consent not to be withheld
      unreasonably; orb) as part of a sale or transfer of substantially the
      entire business of Licensee relating to operations which concern this
      Agreement. Licensee shall notify PHS within ten (10) days of any
      assignment of this Agreement by Licensee,

	 	 	 
	 	14.08 	
      Licensee agrees in its use of any PHS-supplied materials
      to comply with all applicable statutes, regulations, and guidelines,
      including PHS and DHHS regulations and guidelines. Licensee agrees not to
      use the materials for research involving human subjects or clinical trials
      in the United States without complying with 21 CFR Part 50 and 45 CFR Part
      46. Licensee agrees not to use the materials for research involving human
      subjects or clinical trials outside of the United States without notifying
      PHS, in writing, of such research or trials and complying with the
      applicable regulations of the appropriate national control authorities.
      Written notification to PHS of research involving human subjects or
      clinical trials outside of the United States shall be given no later than
      sixty (60) days prior to commencement of such research or
  trials.




	 	14.09 	
      Licensee acknowledges that it is subject to and agrees to
      abide by the United States laws and regulations (including the Export
      Administration Act of 1979 and Arms Export Control Act) controlling the
      export of technical data, computer software, laboratory prototypes,
      biological material, and other commodities. The transfer of such items may
      require a license from the cognizant Agency of the U.S. Government
      or written assurances by Licensee that it shall not export such items
      to certain foreign countries without prior approval of such agency.
      PITS neither represents that a license is or is not required or
      that, if required, it shall be issued.




	 	14.10 	
      Licensee agrees to mark the Licensed Products
      or their packaging sold in the United States with all applicable U.S.
      patent numbers and similarly to indicate "Patent Pending" status. All
      Licensed Products manufactured in, shipped to,
or sold in other countries shall be marked in such a manner as to preserve PHS
patent rights in such countries. 








- 24 -



	 	14.11 	
      By entering into this Agreement, PHS does not directly or
      indirectly endorse any product or service provided, or to be provided, by
      Licensee whether directly or indirectly related to this Agreement.
      Licensee shall not state or imply that this Agreement is an endorsement by
      the Government, PHS, any other Government organizational unit, or any
      Government employee. Additionally, Licensee shall not use the names
      of NIH, CDC, PHS, or DHHS or the Government or their
      employees in any advertising, promotional, or sales literature without the
      prior written consent of PHS.




	 	14.12 	
      The Parties agree to attempt to settle amicably any
      controversy or claim arising under this Agreement or a breach of this
      Agreement, except for appeals of modifications or termination
      decisions provided for in Article 13. Licensee agrees first to appeal any
      such unsettled claims or controversies to the designated PHS official, or
      designee, whose decision shall be considered the final agency decision.
      Thereafter, Licensee may exercise any administrative or judicial remedies
      that may be available.

	 	 	 
	 	14.13 	
      Nothing relating to the grant of a license, nor the grant
      itself, shall be construed to confer upon any person any immunity from or
      defenses under the antitrust laws or from a charge of patent misuse, and
      the acquisition and use of rights pursuant to 37 CFR Part 404 shall not be
      immunized from the operation of state or Federal law by reason of the
      source of the grant.

	 	 	 
	 	14.14 	
      Paragraphs 4.03, 8.01, 9.05-9.07, 12.01-12.05, 13.08,
      13.09, and 14.12 of this Agreement shall survive termination of
      this Agreement.



SIGNATURES BEGIN ON NEXT PAGE





- 25 -


PHS PATENT LICENSE AGREEMENT--EXCLUSIVE

SIGNATURE PAGE


For PH


M. Ferguson 
Director, Division of Technology 
Office of
Technology Trans 
National Institutes of Health 

Mailing Address for Notices: 

Office of Technology Transfer 
National Institutes of Health

6011 Executive Boulevard, Suite 325 
Rockville, Maryland 20852-3804
U.S.A.


____________________________ 

Any false or misleading statements
  made, presented, or submitted to the Government, including any relevant
  omissions, under this Agreement and during the course of negotiation of this
  Agreement are subject to all applicable civil and criminal statutes including
  Federal statutes 31 U.S.C. §§ 3801-3812 (civil liability) and 18 U.S.C. § 1001
  (criminal liability including fine(s) and/or imprisonment). 




- 26 -

APPENDIX A—Patent(s) or Patent Application(s) 

Patent(s) or Patent Application(s): 


	Serial Number 	Country 	Filing Date 	Issue Date 	Status 	Patent Number 
	  	  	  	  	  	  
	09/296,441 	U.S.A. 	04/21/1999 	05/14/2002 	Issued 	6,387,662 
	PCTTUS97/05096 	PCT 	03/25/1997 	  	Expired 	  
	23479/97 	Australia 	03/25/1997 	01/03/2002 	Issued 	738585 
	9791652.6 	EPO 	03/25/1997 	  	Pending 	  
	10-522521 	Japan 	03/25/1997 	  	Pending 	  
	2269097 	Canada 	03/25/1997 	  	Pending 	  


entitled "Synthesis and Purification of Hepatitis C Virus-Like
particles" (PHS Ref. E-009-1997/0). 




- 27 -

APPENDIX B--Licensed Fields of Use and Territory

Licensed Fields of Use: Exclusive 

Vaccines for the prevention and treatment of chronic Hepatitis
C Virus (HCV) infections. 

Licensed Territory: 

Worldwide. 




- 28-

APPENDIX C--Royalties 

Royalties: 

Licensee agrees to pay to PHS a noncreditable, nonrefundable
license issue royalty in the amount of Seventy-Five Thousand Dollars, payable
according to the following schedule: 

Twenty-Five Thousand Dollars ($25,000) within Thirty (30) days
of this Agreement becoming effective; 
Twenty-Five Thousand Dollars ($25,000)
on August 1, 2004 

  Twenty-Five Thousand Dollars ($25,000) on November 1, 2004. 

Licensee agrees to pay to PHS a nonrefundable minimum annual
royalty in the amount of Five Thousand Dollars ($ 5,000), with payments
beginning January 1, 2006. 

Licensee agrees to pay PHS earned royalties on Net Sales by or
on behalf of Licensee and its sublicensees as follows: 

Five Percent (5 %). 

Licensee or its sublicensee agrees to pay PHS benchmark
royalties as follows for each Licensed Product therapeutically or
prophylactically active in humans arising from the Licensed Patent Rights: 

	1. 	Initiation of Phase I Clinical
      Trials 	$ 25,000 
	2. 	Initiation of Phase II Clinical
      Trials 	$ 100,000 
	3. 	Initiation of Phase III Clinical
      Trials 	$ 250,000 
	4. 	Biologics License Application
      (BLA) submission 	$ 500,000 
	5. 	BLA (or its foreign equivalent)
      approval 	$ 3,000,000 


Licensee agrees to pay PHS additional sublicensing royalties as
follows, based on the fair market value of any consideration received for
granting each sublicense or option to sublicense: 

	1. Pre-Phase I 	25% 
	2. Pre-Phase II 	20% 
	3. Pre-Phase III 	17.5% 
	4. Pre-BLA approval 	15% 
	5. Post-BLA approval 	12.5% 






- 29-


APPENDIX D—Modifications


PHS and Licensee agree to the following modifications to the
Articles and Paragraphs of this Agreement:

Modifications to this Agreement shall be incorporated into this
Agreement. 




- 30 -



APPENDIX E--Benchmarks and Performance




- 31 -



APPENDIX F--Commercial Development Plan

Attached below: Licensee's PHS License Application.




APPLICATION FOR LICENSE TO

PUBLIC HEALTH SERVICE INVENTIONS 

Thank you for your interest in the
technology transfer activities of the U.S. Public Health Service. Your answers
to the following questions will provide the foundation for licensing decisions.
Please return this form and the required attachments to: Office of Technology
Transfer, National Institutes of Health, 6011 Executive Boulevard, Suite 325,
Rockville, MD 20852. 

IDENTIFICATION OF INVENTIONS(S) FOR WHICH LICENSE IS SOUGHT
(Complete all relevant sections) 

U.S. Patent Application(s) Serial
Number(s), Filing Date(s), and Patent Number(s) (if issued): 

U.S. Patent No. 6,387,662, issued
May 14, 2002 

Title of Patent Application(s): 

  Synthesis and Purification of
Hepatitis C Virus-Like Particle 

Biological Material(s): N/A

 Inventor(s): 

  T. Jake Liang and Thomas F. Baumert

Source from which you learned of
  availability of a license to the present invention(s):

  Internet search 

INFORMATION ABOUT APPLICANT 

	1.	
      Name & Address of Applicant:

	 	 
		
      VIRIONICS CORPORATION 
2638 Cedar Elm
      Drive

		
      Odenton, MD 21113

	 	 
	2.	
      Name, title, address, phone and FAX numbers of
      Applicant's licensing representative:

	 	 
		
      Dr. Joseph Sinkule 
President 
2638 Cedar Elm
      Drive 
Odenton, MD 21113 
Phone/Fax: (410) 695-2359

	 	 
	3.	
      Is Applicant a U.S.
      Corporation?   X     yes
      ___no
If no, state country of origin:
      _________________________________
State of incorporation or citizenship
      (if an individual): ______Delaware

	 	 
	4. 	
      Is Applicant a Small Business Firm?
        X     yes
___no







- 33 -

TYPE OF LICENSE SOUGHT 

	 X   Exclusive Commercialization
      License 	___ Coexciusive Commercialization License
    
	  	  
	___ Nonexclusive Commercialization License 	___ Nonexclusive Internal Commercial Use 
	  	  
	___ License
      (internal use only—no right to sell or otherwise distribute materials)    
	___ Nonexclusive Biological Materials License 	___ Commercial Evaluation License 
	           (for materials not
      covered under a 	             
           (for a limited-term evaluation) 
	           patent or patent application)
    	  


PROPOSED FIELD(S) OF USE: 

Vaccines for prevention and treatment of Hepatitis C.


	I. 	
      DESCRIPTION OF APPLICANT

	 	 
		
      VIRIONICS CORPORATION (VIRIONICS) is a developmental
      stage biotechnology company with offices in Odenton, Maryland. The company
      currently has three employees and has operating to date as a virtual
      company. The company obtained initial "seed" financing and, with the
      conclusion of this license arrangement, will close a Series A financing of
      at least $5,000,000 to fund initial R&D and support a CRADA with NIH.
      VIRIONICS is totally focused on the development of a broad and enabling
      virus-like particle ("VLP") technology platform using recombinant
      virus-like particles as the core technology for the R&D of
      prophylactic and therapeutic vaccines for cancer, infectious diseases, and
      chronic inflammatory diseases. The company will develop a close
      relationship with the inventor's laboratories at NIH through a CRADA to
      facilitate research and development activities. The staff of VIRIONICS and
      its consultants and advisors, are extremely experienced in the development
      and commercialization of vaccines for the treatment of cancer, infectious
      diseases and chronic inflammatory diseases. The hepatitis C technology
      will be one of the two lead candidate vaccines brought into the clinic by
      the Company in 2003.




	II. 	
      OTHER LICENSES AND USE OF 1111,
INVENTION

	 	 
		
      VIRIONICS has been focused on putting together a
      portfolio of antigen delivery technology using VLPs. VIRIONICS has applied
      for exclusive and non-exclusive licenses to the following patents and
      patent applications from PHS. These applications pertain to
      papillomavirus-like particles (inventors Lowy and
  Schiller).




	 	1).	
      USPA SNO8/319, 467, filed 10/06/94, now USPN
      5,618,536, issued 04/08/97

	 	2).	
      USPA SN 08/781,084, filed 01/09/97, now USPN
      5,855,891, issued 01/05/99

	 	3).	
      USPA SN 09/878,840, filed 06/11/01. pending,
      PCT/US95/12914, filed 10/06/95



and background rights to
"Self-Assemblying Recombinant Papillomavirus Capsid Proteins. To the best of our
knowledge, there are no known licensees of this particular hepatitis C VLP
technology working in our proposed fields-of-use, we believe primarily due to
the Chiron Corporation patent issues. When these patents are combined with the
intellectual property requested for licensing in this application, VIRIONICS
will possess a protected, broad and enabling position in the field of VLPs as
antigen delivery systems for preventative and therapeutic vaccines. 




- 34 -



Intended products include
recombinant hepatitis C virus-like particles to be used as prophylactic and
therapeutic vaccines for hepatitis C and hepatitis B. Licensed products and
methods are those described or proposed in the relevant granted patents and/or
patent applications, those conceived through the company's R&D efforts, and
all relevant background rights related to self-assemblying recombinant hepatitis
C virus capsid and envelope proteins described in other referenced and enabling
patents by Liang and Baumert. The intent is for an exclusive, worldwide license
of rights under all claims of the patents and patent applications (including
divisionals and their foreign counterparts) for vaccines against, hepatitis C,
and antigen carriers for vaccines against cancer, other chronic viral disease,
and chronic inflammatory disease fields-of-use for the term of the patent's
lifecycle (to expiration of last issued licensed patent). 

The license will be royalty-bearing
with a minimal up-front fee in return for a higher proposed royalty payment to
PHS. The proposed up-front payment is $20,000 with a $500,000 milestone payment
to PHS when each candidate product is first used in a randomized Phase III
study, and a $5 million milestone payment upon FDA market approval of each
immunotherapy product derived from the core technology, excluding Orphan
products; PHS will receive a $2.5 million milestone payment upon market approval
of all products with Orphan designation). The proposed royalty to PHS is 4% of
all direct net revenue received by VIRIONICS from this technology. If any
candidate product is sublicensed to third party, PHS will receive sublicensing
fees according to the following schedule, which are creditable against milestone
fees paid in same year (i.e. if sublicense fee is for a milestone cited above,
then company does not pay milestone fee to PHS and the percentage of sublicense
fee described below): 

	 	Licensing
      Event 	 Paid to PHS by VIRIONICS 
	 	* Products sublicensed before Phase
      I 	30% of
      sublicense payments received 
	 	* Products sublicensed before Phase II 	25% of sublicense payment
      received 
	 	* Products sublicensed before Phase
      III 	15% of
      sublicense payment received 
	 	* Products sublicensed before market
      approval 	10% of sublicense payment
      received 
	 	* Products sublicensed after market
    	5% of
      sublicense payment received 



	IV. 	
      RESEARCH, DEVELOPMENT AND MARKETING
  PLAN



Using the licensed technology,
VIRIONICS is planning to research and develop vaccine products in
the prevention and treatment of chronic hepatitis C infections. A lead product
candidate has been identified and will serve as the company's initial product
pipeline. As the initial product pipeline is created and moved forward into
manufacturing, GLP pre-clinical and clinical testing, new candidate products
will be created by the ongoing research program within the company and/or by our
NIH collaborators through a CRADA relationship. 

VIRIONICS' overall
development plan is focused to move the proof of principle data already achieved
in animals into human clinical trials as quickly as possible. Pre-clinical
proof-of-concept efficacy data has already been generated and published. The
R&D program, the estimated costs, and development timeline for the lead
product is proposed below. 

A contract manufacturer will be
contracted to produce a GMP clincial lot of material ($250,000; 6 months). A GLP
contractor will be engaged to perform a repeat-dose GLP toxicology study in rats
to support the proposed clinical dosing schedule ($150,000; 6 months).
Immunology assays and product release assays must be developed and applied
($100,000; 3 months). An "opinion leader" clinical researcher experienced with
hepatitis C will be sought to conduct the PhaseI and Phase II protocols. A
pre-IND meeting will take place with FDA to discuss the clinical plan and any
remaining issues. If requested, appropriate in vitro and
animal models (chimpanzee hepatitis C challenge model) will be utilized for
additional proof-of-concept testing and screening prior to human safety and
efficacy studies ($500,000 chimp challenge study). 

Initial PhaseI clinical trials will
be conducted in normal healthy volunteers evaluating safety and immunology
($300,000; 6 months). At this point, the company will plan two different Phase
II studies as a prophylacitic vaccine (randomized and controlled study in high
risk volunteers) and as a therapeutic vaccine (randomized and controlled study
in chronically-infected volunteers with measurable viral load). These
studies of 60 subjects each are projected to cost $500,000 and $650,00,
respectively and last 12-18 months duration. The Company anticipates entry into
advanced, randomized Phase II-III clinical trials in both patient populations
over 18 months and a Biologic License Application within 36 months of beginning
a Phase III pivotal trial (based on Orphan Drug designation, Expedited Review
and Fast-Track Approval). 




It is the company's intention to
out-license the preventative vaccine development efforts to Chiron Corporation
while retaining the therapeutic vaccine rights in all markets. The company will
either use a contract marketing organization to market to sell the therapeutic
vaccine product for the company, or assemble our own marketing and sales force
for the U.S., while licensing in all other areas. Product launch costs in the
U.S and Europe are estimated to cost around $3 million. We will partner with
Asian partners for marketing and sales in that market area. 

V. MARKET ANALYSIS

The Vaccine Market

VIRIONICS plans to research,
develop, and manufacture this entirely new class of immunotherapy, targeting
diseases with tremendous market potential and for which no effective vaccines
currently exist. These markets include chronic infectious diseases (like HIV,
hepatitis B, hepatitis C, etc.), cancers (breast, prostate, colon, cervical,
etc.), and chronic inflammatory diseases (arthritis, Crohn's, and allergy).


The current global market for
infectious disease preventative vaccines surpass $7 Billion and is expected to
grow at a compounded annual rate exceeding 10% throughout the license period,
reaching —$30 Billion by 2015. VIRIONICS cummulative revenue
expectations approach $1 Billion within five years of its initial product
launches for products in these large markets. There are no approved and marketed
vaccines for treatment of chronic infectious diseases, nor for treatment or
prevention of cancers or chronic inflammatory diseases. 

VIRIONICS therapeutic vaccine
platform is unique in its ability to directly activate antigen-presenting cells
of the body's immune system, especially dendritic cells. The Company has
identified chronic infectious diseases (HIV, HBV, HCV, HPV), cancer (breast
cancer, prostate cancer, and cervical cancer) and chronic inflammatory diseases
(allergy, Crohn's, and arthritis) as its initial target market indications for
therapy. The company's market research validates our believe that products for
these conditions could generate total annual sales revenue in excess of $1
billion for many of the product indications. 

The Hepatitis C Market

There are no effective preventative
vaccines or therapeutic agents that are active against hepatitis C. It is
suspected that there are over 5 million people in the U.S. that are infected
with hepatitis C and perhaps as many as 200-400 million around the world. This
patient population would be the target market for a therapeutic vaccine.
According to 1996 statistics, there are an estimated 36,000 new cases of
hepatitis C diagnosed in the U.S. each year; 66% of those infected are
baby-boomers between the ages of 30-49 years old. Hepatitis C causes chronic
lever disease in 20% of those infected. 

This often leads to cirrhosis of the
liver, cancer of the liver and liver failure. Each year hepatitis C causes
8,000-10,000 deaths. It is estimated that hepatitis C costs the U.S. over $600
million in medical costs and lost work (excluding liver transplants). For
patients who do not undergo liver transplants, the average lifetime cost of
hepatitis C is over $100,000, a staggering $500 billion total patient cost in
today's dollars (5 million patients x $100,000). 




For a safe and effective new
immunotherapy product used in the treatment of hepatitis C chronic infection,
the annual U.S. sales based on a very conservative 20% market share, would be
estimated at $1 Billion (20% of 5 million = 1,000,000 x $1,000 per course of
therapy). 

OTHER INFORMATION WHICH YOU BELIEVE WILL SUPPORT A

DETERMINATION TO GRANT THE REQUESTED LICENSE 

VIRIONICS is totally focused
on the development and commercialization of this core platform technology. We
are building a company around this core technology and strongly believe we can
raise the capital and fund the research and development of several products from
this baseline vaccine platform technology. Because of limited interest by other
companies to date in an exclusive license to develop therapeutic and
preventative vaccine products in the field of hepatitis C prevention and
treatment, we request your consideration of granting us the requested license.
Also because of close location of our corporate offices and research labs to the
NIH campus, our intent to support continued R&D efforts in the labs of the
NIH inventors, we suggest this clearly justifies our interest and dedication to
this technology license and its medical applications. 

VI.    FOR APPLICANTS FOREXCLUSIVE OR
PARTIALLY EXCLUSIVE LICENSES ONLY 

It is important that this particular
technology become commercialized and VIRIONICS is dedicated to its comprehensive
development for hepatitis C treatment and prevention. As U.S. taxpayers, we
believe the Federal and public interests will best be served by a small
entrepreneureal U.S. company, VIRIONICS, obtaining an exclusive license to this
invention. It is a major dis-incentive for the company and our private and
institutional investors to invest a tremendous amount of capital on a
proprietary technology if several other companies are allowed to practice the
same inventions. The protection and market exclusivity granted by an exclusive
license is fundamental to the company's success at raising the money needed to
commercialize the products envisioned from this enabling technology. The
granting of non-exclusive licenses to this important technology, or the division
into much smaller and limited fields-of-use, will not provide proper incentives
for investment of risk capital. A non-exclusive license is just not practical
nowdays as a platform for building a successful company. There is already
tremendous market concentration in the fields of infectious disease vaccines and
immunotherapies, and the exclusive licensing of these inventions will certainly
not lessen competition in these markets. The proposed license terms and scope of
exclusivity are not that different than other license agreements concluded in
the past by the Federal government, or by other academic or industrial
organizations for other similar technology. We feel the proposed terms are
reasonable and just, but the final terms of the license proposal can be modified
as negotiated in the final license agreement. 

I certify, to the best of my knowledge, that all of the
information provided on this application and on attachments to this application
is true and accurate. 

		
	x                 Joseph
      Sinkule                                                                 
       	 
      October 22, 2002 
	Signature of Applicant or Authorized Representative Date
	  
	  	  
	  	  
	  	  
	Dr. Joseph A. Sinkule, President VIRIONICS
      CORPORATION 	  






- 2 -

SCHEDULE 2- PERMITS AND LICENSES




SCHEDULE 3

Form of Consulting Agreement Dr. Joseph
Sinkule

To be drawn up and attached