Cyplasin Biomedical Ltd.: Exhibit 10.3 - Filed by newsfilecorp.com






EXCLUSIVE LICENSE AGREEMENT

This Exclusive License Agreement (the “Agreement”) is entered
into as of July 1, 2009 (the “Effective Date”), by and between Virionics
Corporation, a Delaware corporation having its principal offices at 42191 N.
111th Place, Scottsdale, Arizona, 85262 (“Virionics”), and Cyplasin
Biomedical Inc., with its principal offices located at Unit 131 Advanced
Technology Center, 9650-20th Ave., Edmonton, Alberta Canada T6N 1G1
including its legal successors and subsidiaries, (“Cyplasin”); and collectively
referred to as the “Parties”; and

Whereas Virionics has acquired an exclusive worldwide
license to intellectual properties, data, and knowhow pertaining to hepatitis C
prevention and treatment technologies and product candidates licensed from the
U.S. National Institutes of Health (NIH), with full rights from NIH to
sub-license their agreement;

Whereas Cyplasin herein will acquire an exclusive worldwide
sublicense from Virionics for exclusive worldwide use to make, use, and
commercialize hepatitis prevention and therapy products according to the terms
of the license agreed upon by Virionics and NIH and included as Exhibit A;
and

Whereas Virionics wishes to grant said sublicense to
Cyplasin;

NOW, THEREFORE, in consideration of the premises and of
the covenants and obligations hereinafter set forth, and intending to be legally
bound, the Parties hereby agree as follows:

1.0 DEFINITIONS

The following definitions shall apply throughout this
Agreement:

1.1 “AFFILIATE” means, with respect to a particular
Party, a person, corporation or other entity that, directly or indirectly,
through one or more intermediaries, controls, is controlled by or is under
common control with such Party. For the purposes of this definition, "control"
means the direct or indirect ownership by a Party of at least fifty percent
(50%) of the outstanding voting securities of the controlled entity; provided,
that in any country where the law does not permit foreign equity ownership of at
least fifty percent (50%), then with respect to corporations organized under
such country's laws, "control" shall mean the direct or indirect ownership by a
Party of outstanding voting securities of such corporation at the maximum amount
permitted by the law of such country.

1.2 “CONFIDENTIAL INFORMATION” subject to Article 2.0
herein shall mean all Information however disclosed or samples supplied by one
party to the other pursuant to this Agreement.

1.3 “EFFECTIVE DATE” shall mean the date first above
written as the effective date of this License Agreement.

1.4 “FIELDS OF USE” means the use of the LICENSED
TECHNOLOGY which is directly or indirectly incorporated into a LICENSEE”S
Licensed Product or related service where such is intended for use as a
therapeutic product or service within the GRANTED TERRITORIES.

1.5 GROSS SALES" shall mean the gross receipts from the
SALE of LICENSED PRODUCT by the Licensee or by any of its sub licensees less
deductions for: (i) transportation and insurance charges; (ii) sales and excise
taxes, or paid taxes, duties or other governmental charges levied on or measured
by the billing amount when included in billing, (ii) normal and customary trade,
quantity and cash discounts allowed; (iii) sales commissions; and (iv)
allowances on account of rejection or return by customers.

1.6 “INFORMATION” shall mean any CONFIDENTIAL
INFORMATION of a technical or other nature relating to LICENSED TECHNOLOGY,
which is in the possession of Virionics as of the EFFECTIVE DATE, and which is
necessary or useful to LICENSEE in furtherance of the development, manufacture
or marketing of LICENSED PRODUCT. Information may include or mean any and all
information and data of any kind, including without limitation techniques,
inventions, practices, methods, knowledge, know-how, skill, experience, test data, analytical and quality control
data, marketing, cost, sales and manufacturing data and descriptions,
compositions, and assays.

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1.7 “INTELLECTUAL RIGHTS (IP) RIGHTS” shall mean the
United States patent applications and patents listed in Exhibit B, which
is attached hereto and is incorporated herein by reference, and any foreign
counterparts thereof, or any continuations, continuations-in-part, divisions,
re-issues, additions, renewals, improvements embodiments, extensions or
improvements thereof, and any IP or patents issuing there from.

1.8 “LICENSEE” shall mean Cyplasin and its AFFILIATES
and or their successors.

1.9 “LICENSED TECHNOLOGY” shall mean any hepatitis C
virus-like particle product or derivative contained in the Virionics License
Agreement with NIH, that can be manufactured, used or sold which if produced or
sold would infringe, induce infringement of, or contribute to the infringement
of at least one VALID CLAIM contained in the Virionics IP and issued patents
licensed from NIH which would include but not be limited to any current IP,
improvements or derivatives thereof; such that if any VALID CLAIM were
contained, instead, in an issued patent not included in such IP Rights.

1.10 “LICENSED PRODUCT “means any derived or developed
commercial product that comprises or contains, or is manufactured based upon or
utilizing or is derived from, the LICENSED TECHNOLOGY or any part thereof.

1.11 “LICENSOR” shall mean U.S. National Institutes of
Health and Virionics or its successors.

1.12 "REASONABLE EFFORTS" shall mean efforts and
resources commonly used in the research-based pharmaceutical industry for the
research, development and commercialization of a product at a similar stage in
its product life taking into account the establishment of the product in the
marketplace, the competitiveness of the marketplace, the proprietary position of
the product, the regulatory structure involved, the profitability of the product
and other relevant factors.

1.13 "REGULATORY APPROVALS” means any approvals,
licenses, registrations or authorizations of any federal, state or local
regulatory agency, department, bureau or other government entity, necessary for
the manufacture, use, storage, import, transport or sale, of products in a
regulatory jurisdiction.

1.14 “SALE” shall mean any transaction for which
consideration is received for the sale, lease, license, transfer or other
disposition of LICENSED PRODUCT by LICENSEE or by its sublicenses’ within the
TERRITORY

1.15 "SUB LICENSEE" shall mean any Party expressly
licensed by Virionics to make and sell one or more Licensed Products. A
sub-licensee shall not include distributors or sales agents that do no more than
purchase and resell finished Products on behalf of a Party.

1.16 “TERRITORIES” shall mean all territories,
worldwide.

1.17 "THIRD PARTY" means any entity other than the
“Parties” or an Affiliate of the Parties.

1.19 “VALID CLAIM” shall mean a claim of a patent
application or patent, which claim has not expired and has not been held
unenforceable, unpatentable or invalid by decision of a court or other
governmental agency of competent jurisdiction.

2.0 CONFIDENTIALITY

2.1 CONFIDENTIAL INFORMATION disclosed in documentary
form shall be marked "Confidential." Oral discussions of CONFIDENTIAL
INFORMATION shall be if noted as confidential be reduced to writing by the
disclosing party and a copy marked "Confidential" provided to the receiving
party within thirty (30) days of the disclosure date.

However, CONFIDENTIAL INFORMATION shall not include information
which: (i)was known to the receiving party prior to the date of disclosure by the
disclosing party or is developed independently of information received from the
disclosing party by those who have not had access to this information; or (ii)
is lawfully received in good faith at any time by the receiving party from
others lawfully in possession of the same and having the right to disclose the
same; or (iii) is, as of the date of receipt, in the public domain or
subsequently enters the public domain other than by reason of acts or omissions
of the receiving party; or (iv) is required to be disclosed by law, rule of
court or regulation; or (v) is independently developed by the receiving party,
as evidenced by written records.

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2.2 CONFIDENTIAL TERM: The receiving party shall hold
all CONFIDENTIAL INFORMATION in strict confidence for a period of five (5) years
from the disclosure date; not use said CONFIDENTIAL INFORMATION except as
provided in this Agreement; and not disclose, directly or indirectly, said
CONFIDENTIAL INFORMATION to others except with the prior written consent of the
disclosing party. The receiving party shall use at least the same degree of care
to maintain CONFIDENTIAL INFORMATION secret as the receiving party uses in
maintaining secret its own confidential information, but always at least a
reasonable degree of care. The receiving party shall restrict disclosure of
CONFIDENTIAL INFORMATION solely to those of its employees having a need to know
such CONFIDENTIAL INFORMATION in order to accomplish the purposes of this
Agreement. The receiving party shall also advise its employees, before they have
access to CONFIDENTIAL INFORMATION, of the obligations of the receiving party
under this Agreement, and require such employees and consultants to maintain
those obligations.

2.3 LEGAL DISCLOSURE: Notwithstanding any of the
provisions of Paragraph 2.2, LICENSEE shall be entitled, without Virionics prior
written approval, to disclose any CONFIDENTIAL INFORMATION of VIRIONICS (i) to
the FDA or any other health authority in the world, but only to the extent
required by law or regulation to obtain approval to test or market LICENSED
PRODUCT and (ii) to any other third party for the sole purpose of assisting
Virionics in accomplishing the purposes of this Agreement provided that, prior to
any such disclosure, the recipient shall be bound by written confidentiality
obligations that are at least as strict as those of Virionics under this
Agreement.

2.4 UPON TERMINATION: the receiving party shall promptly
return all written materials or samples of tangible property received hereunder,
with the exception that one copy of said written materials may be retained by
the receiving party solely for archival purposes. In the alternative, the
receiving party shall destroy all materials and confirm such destruction in
writing.

2.5 PUBLIC DISCLOSURE: Notwithstanding any other
provision of this Agreement, it is recognized by LICENSEE that Virionics shall
have the obligation to publicly disclose this agreement upon its execution.

3.0 GRANT OF LICENSE

3.1 TERMS: Assuming all payment terms as defined in
Article 5.0 are met and kept current, VIRIONICS grants to Cyplasin as per this
Article 3.1 and 3.2 an exclusive license for the TERRITORIES within the “FIELD
OF USE” under the PATENT RIGHTS within the Cyplasin TERRITORY; to make, have
made, use, sell, and offer for sale the LICENSED TECHNOLOGY and derived PRODUCTS
thereof. Virionics shall have the exclusive right to utilize the Licensed
Technology to research and develop Products for use and sale in the Cyplasin
Territories and to use for non commercial purposes the Products in the Cyplasin
Territories.

3.2 RETAINED RIGHTS: As per Article 3.1, Virionics shall
have the right to use for any non commercial purpose whatsoever and be granted a
license to make use of the LICENSE TECHNOLOGY and IP rights and any
improvements, or continuances thereof or derived from, as given under the terms
of this agreement. Cyplasin will be solely responsible for the maintenance and
filings of all patents related to the IP, its TECHNOLOGY and INFORMATION within
the Territories.

3.3 SUBLICENSE: LICENSEE shall have the right to enter
into sublicense agreements, provided that all applicable material terms of this
Agreement are incorporated into such sublicense agreements to provide for the
protection of VIRIONICS and its trustees, officers, employees and agents, and
provided further that LICENSEE remains primarily liable for its obligations
under this Agreement.

3..4 NON- ASSIGNMENT: Except as given in sub section 3.3
above this agreement and any and all of the rights and obligations of each party hereunder shall not be
assigned, delegated, sold, transferred or otherwise disposed of, by operation of
law or otherwise, without the prior written consent of the other party provided,
  however, that a party may assign this Agreement without consent of the
other party to a third party that acquires control of such party or in
connection with an assignment to an AFFILIATE.

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3.5 COPY RIGHT & TRADE MARK: Subject to section
11.5.1 Cyplasin shall have unlimited use of the copy right term or
trademarks derived from the IP and any products or technologies thereof in
agreement with the license terms with U.S. NIH.

4.0 FIDUCIARY EFFORTS

4.1 BEST EFFORTS: LICENSEE shall use reasonable efforts
to finance and advance the development of LICENSED TECHNOLGY PRODUCTS and IP to
effect their commercialization as soon as practicable, consistent with
prevailing sound business practices relating to the commercialization of similar
products; thereafter, during the term of this Agreement, Cyplasin agrees to use
Reasonable Efforts to develop such Products and to market and sell in the
Cyplasin Territories.

5.0 PAYMENTS

5.1 LICENSING FEE: Under the terms of this license
agreement Cyplasin shall pay Virionics - within ninety (90) days of completion of
this agreement an upfront fee of USD $5,000.

5.2 NIH PAYMENTS: Using best efforts, Cyplasin will pay
the NIH $10,000.00 for the annual maintenance fee and any other amounts owing
for past patent expenses (not to exceed $25,000).

5.3 ROYALTY: In consideration of the license granted to
LICENSEE under this Agreement, LICENSEE shall pay to VIRIONICS a royalty of one
percent (1.00%) of all Gross Revenue of Licensed Products sold by Cyplasin, its
Affiliates, or Sub-licensees in the Cyplasin Territories. Said payment will be
calculated on a quarterly basis and accrued Royalties will be to Virionics or its
legal assigns or successors, within sixty (60) days after the end of each such
calendar quarter.

Such royalties shall be calculated on the basis of Net Revenue
in the local currency of each country, and converted into U.S. Dollars and paid
in U.S. Dollars on the basis of the average currency exchange rate as publicly
published for such currency exchange. Royalty payments for sales in the
Territories shall commence with the first unit of each LICENSED PRODUCT sold by
LICENSEE or by its sublicenses and will end coincident with the expiration date
of the last-to-expire issued patent within PATENT RIGHTS within the TERRITORY
covering such LICENSED PRODUCT.

5.4 ROYALTY TERM: Cyplasin shall pay the royalties
specified above, until the later of the expiration of fourteen (14) years from
the first commercial launch of such Product in the Territory or the last to
expire of the Patents with claims covering such Product whichever is longer.

5.5 REPORTS: All amounts payable under this Agreement
shall be accompanied by a report listing the gross selling price of each Product
sold during such period and the calculation of Net Revenue based on such sales,
including all other information necessary to determine the appropriate amount of
such royalty payments, and any additional information or reports required under
the Agreement.

5.6 RIGHT TO AUDIT: The financial statements of LICENSEE
and of its sublicenses will be audited annually by an independent certified
public accountant. Virionics shall have the right to employ, at its own expense,
a qualified accountant of its own selection to whom LICENSEE shall make no
unreasonable objection, to examine the books and records of LICENSEE and its
sublicenses relating to the SALE of LICENSED PRODUCT for the purpose of
verifying the amount of royalty payments due. Such examination of books and
records of LICENSEE and its sublicenses shall take place during regular business
hours during the term of this Agreement and for two (2) years after its
termination, provided however, that such an examination shall not take place
more than once a year and shall not cover records for more than the preceding
three (3) years, and provided that such accountant shall report to Virionics as
to the accuracy of the royalty statements and payments. If such accountant shall
find an underpayment to Virionics a presentation of a written statement
substantiating the underpayment will be provided to LICENSEE.

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If LICENSEE is not in agreement with the findings of the
qualified accountant selected by Virionics then LICENSEE shall so notify of such
in writing within thirty (30) days of receipt by LICENSEE of said findings, in
which case the parties will jointly appoint, within a further period of thirty
(30) days, an independent qualified accountant to validate, at Licensee’s
expense, Virionics's accountant's findings, and the decision of said independent
accountant shall be final. If said independent accountant verifies that an
underpayment has occurred, the amount due and interest (accruing at the
prevailing Prime Rate from the date payment was due through the date of actual
payment to Virionics shall be paid within thirty (30) days. Should such
underpayment represent more than five percent (5%) of the royalties due to
Virionics, LICENSEE shall reimburse Virionics for the cost of the examination by
Virionics’s accountant which disclosed such underpayment.

All payments due to Virionics under this Agreement shall be made
in United States dollar except where so noted.

5.7 TAXES: Taxes levied on account of the royalties and
other payments accruing or made to Virionics under this Agreement shall be paid
by Virionics. If provision is made in law or regulation for withholding of taxes
of any type, levies or other charges with respect to any royalty or other
amounts payable under this Agreement by Cyplasin to Virionics then Virionics shall
be entitled to deduct such tax, levy or charge from the royalty or other payment
to be made to Virionics and pay such tax, levy or charge to the proper taxing
authority. A receipt of payment of the tax, levy or charge secured shall be
promptly delivered to Virionics, together with copies of all pertinent
communications from or with such governmental authorities with respect thereto.
Cyplasin agrees to cooperate with Virionics in any effort in claiming any
exemption from such deductions or withholdings under any double taxation or
similar agreement or treaty from time to time in force and in minimizing the
amount required to be so withheld or deducted, such cooperation to consist of
providing receipts of payment of such withheld tax or other documents reasonably
available to Virionics .

6.0 INTELLECTUAL PROPERTY

6.1 OWNERSHIP. Subject to the terms and execution of
this Agreement; Virionics shall own any and all of their issued or pending
Intellectual Property rights, their continuances in part, title, entitlements or
interests in the hepatitis C License from NIH as existed prior to this agreement
being enacted, during the TERM of this agreement and subsequent to any
TERMINATION.

6.2 ENFORCEMENT RIGHTS. With respect to infringement of
any of the LICENSE TECHNOLOGY or related IP rights in the Territory, Cyplasin
shall have the initial right or opportunity, to institute, prosecute and control
any action or proceeding with respect to such infringement in the Territory and
shall bear the costs of such patent enforcement within the Territory and shall
retain for its own account any amounts recovered from Third Parties. In the
event Cyplasin is unable to enforce said Patent Rights, Virionics shall have the
right, but not the obligation, to institute, prosecute and control any action or
proceeding with respect to infringement in the Territory. Virionics shall bear
the costs of patent enforcement within the Territory and retain for its own
account any amounts recovered from Third Parties.

The Party first having knowledge of any infringement of the
Patent Rights shall promptly notify the other Party in writing. The notice shall
set forth the facts of such infringement in reasonable detail. If a Party having
the right to enforce a Patent pursuant to this Article 6.2 fails to bring an
action or proceeding against a suspected infringer within a period of ninety
(90) days after having knowledge of such infringement in the Field, the other
Party shall have the right to bring and control an action against such infringer
by counsel of its own choice. If one Party brings any such action or proceeding,
the other Party agrees to be joined as a Party plaintiff if necessary to
prosecute the action and to give the first Party reasonable assistance and
authority to file and prosecute the suit. The Party controlling a suit hereunder
shall, at the other Party's expense, retain any and all recovery from such suit.
The Party controlling a suit hereunder shall not settle or consent to an adverse
judgment in any such action which would have a material adverse effect on the
rights or interests of the other Party without the prior express written consent
of the other Party.

6.3 NO WARRANTY: Except as otherwise provided in this
Agreement, neither Party makes any warranty with respect to the validity,
perfection or dominance of any Patent or other proprietary right or with
respect to the absence of rights of Third Parties which may be
infringed by the manufacture or sale of any Product.

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6.4 THIRD PARTY INFRINGEMENT: If a Third Party asserts
that a patent, trademark or other intangible right owned by it is infringed by
any Product in the Territory, Cyplasin will be solely responsible for defending
against any such assertions at its expense. Each Party will give prompt written
notice to the other of any such claim. Virionics and NIH will assist in the
defense of any such claim as reasonably requested by Cyplasin at expense, and
may retain separate counsel at its own expense. Prior to settling any such
claim, Cyplasin shall consider in good faith any rights and interests of
Virionics adversely affected by such settlement and shall use good faith efforts
to minimize such affect.

7.0 REPRESENTATIONS AND WARRANTIES

7.1 RIGHTS: Virionics represents that it has the right to
enter into this Agreement and to make the herein grant of license under PATENT
RIGHTS and TECHNICAL INFORMATION. Virionics further represents, all said rights
are free and clear of any liens, charges and encumbrances. To the best of
Virionics knowledge, no third party has expressed to Virionics in writing, that
any patent or patent application included in the PATENT RIGHTS is invalid or
unenforceable.

7.2 NO WARRANTY: Virionics makes no warranty that
exercise by LICENSEE or its sublicenses of the rights granted herein will not
infringe any patents owned by a third party, or that any patent application
within PATENT RIGHTS will issue as a patent.

7.3 EACH OF THE PARTIES WARRANT TO EACH OTHER:

(a) This Agreement is a legal and valid obligation binding upon
such Party and enforceable in accordance with its terms. The execution, delivery
and performance of the Agreement by such Party does not conflict with any
agreement, instrument or understanding, oral or written, to which it is a Party
or by which it is bound, nor violate any law or regulation of any court,
governmental body or administrative or other agency having jurisdiction over
it.

(b) Such Party has not, and during the term of the Agreement
will not, grant any right to any Third Party relating to its respective
technology in the Field licensed to the other Party hereunder which would
conflict with such rights granted to the other Party under Article 3.

8.0 TERM AND TERMINATION

8.1 TERM: This Agreement shall commence as of the
Effective Date and, unless sooner terminated as provided in this section 9.0,
shall continue in effect until the latest of:

	(a) 	
      The expiration of the last to expire of the Licensed
      Patents, or

	 	 
	(b) 	
      The date on which Virionics is no longer obligated to pay
      royalties under Article 5.0 ,



9.2 TERMINATION

9.2.1 BANKRUPTCY: If either party is adjudicated
bankrupt, files a voluntary petition in bankruptcy, makes or executes an
assignment for the benefit of creditors, is liquidated or dissolved, or if a
receiver, trustee, liquidator, sequestrate or other judicial representative is
appointed for either party or its property; then in such an event this agreement
is deemed terminated and the bankrupt party shall execute any documents that are
necessary to reassign or transfer to the non-bankrupt party the interest granted
hereunder, or 9.2.2 MATERIAL BREACH: if Virionics fails to meet its
financial obligations under this Agreement, or to not properly maintain the IP
in good standing, where such breach is not cured within thirty (30) days of
written notice thereof this agreement shall immediately be terminated and will
become subject to Article 9 herein.

If either of the Parties materially breaches this Agreement at
any time, which breach is not cured within 90 days of written notice from the
non- breaching Party to the other Party, specifying in detail the nature of said breach this Agreement may be terminated by the non
breaching Party.

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	 	(a) 	
      if either of the Parties terminates for uncured breach,
      then the Parties obligations under Articles 5 6, 9 &10 shall survive
      termination

	 	 	 
	 	(b) 	
      In the event of any termination of this agreement, all
      outstanding or any payments in arrears from one Party to the other, will
      immediately be calculated with balances paid in
full.



9.3 SURVIVING RIGHTS Upon termination of this Agreement,
Virionics shall have the right to retain any amounts already paid by Cyplasin
under this Agreement, and Cyplasin shall pay to Virionics all amounts accrued
which are then due or which become due based on the SALE of LICENSED PRODUCT,
manufactured or produced prior to the effective date of termination. In addition
to survival of previous Articles 2 (Confidentiality) and Articles as provided
elsewhere in the Agreement, the obligations and rights of the Parties under
Articles 5, 6, 9 and 10 of this Agreement will survive any termination.

9.4 EFFECT OF CYPLASIN TERMINATION: In the event
Cyplasin materially breaches this agreement which effects a termination of this
Agreement, then Virionics is automatically deemed to have received an exclusive,
fully-paid, irrevocable, licensable, perpetual license in the Territory for the
License Technology/Products and their continuances, improvements derived thereof
for any and all purposes, subject to the right granted in this Agreement and
will immediately return to Virionics all Information which includes but is not
limited to all records, log books, lab notes, reports, publications and any and
all materials related to the IP and or Licensed Product, which shall include but
not be limited to any R&D data which relates to the continuances,
embodiments, improvements or derived products thereof. All copyrighted material,
trademarks and other branding materials related to Cyplasin shall also be
returned and become the property of Virionics.

9.5 EFFECT OF VIRIONICS TERMINATION In the event Virionics
materially breaches this agreement which creates a termination of this
Agreement, then Cyplasin is automatically deemed to have received an exclusive,
fully-paid, irrevocable, sub licensable, perpetual license in the Territory for
the License Technology/Products and their continuances, improvements derived
thereof for any and all purposes, subject to the right granted in this
Agreement.

10.0 INDEMNIFICATION

10.1. Cyplasin shall indemnify, hold harmless, and
defend Virionics, its trustees, officers, employees and agents against any and
all claims, including legal fees and costs arising out of the exercise of any
rights granted under this Agreement, without limiting the generality of the
foregoing, against any damages, losses or liabilities whatsoever including but
not limited to death or injury to person or damage to property arising from the
commercial sale of LICENSED PRODUCT by LICENSEE, its sublicenses or any
customers of any of them in any manner whatsoever. Virionics shall give LICENSEE
written notice of any claim(s) related to LICENSED PRODUCT within thirty (30)
days, and Virionics shall reasonably cooperate with LICENSEE and its insurance
carrier in the defense of any such claim(s).

10.2 Virionics shall indemnify, defend and hold harmless
Cyplasin its trustees, officers, employees and agents against any and all
claims, excluding claims stemming from and against any and all liability,
damage, loss, cost (including reasonable attorneys' fees) and expense resulting
from any claim of infringement, bodily injury or property damage (a) relating to
the development, manufacture, use, distribution or sale of any Product in the or
(b) due to the negligence or willful misconduct of Virionics or its employees or
agents.

10.3 INSURANCE, subject to the initiation of any
commercialization event of any of the Licensed Technology or Product; LICENSEE
agrees to maintain, on any LICENSED PRODUCT that is sold or otherwise to be
covered by Comprehensive Liability Insurance, including Product Liability
Insurance, with a reputable and financially secure insurance carrier(s) to cover
the activities of LICENSEE and/or its sublicenses, if any, as contemplated by
this Agreement for minimum suitable amounts to be set at the discretion of the
Licensee.

Such insurance shall name Virionics its legal successor, its
trustees, officers, employees, and agents as additional insurers. Upon written notification of change of
control or other material change, Virionics shall furnish a new Certificate of
Insurance, evidencing coverage of two million dollars ($1,000,000.00) with
thirty (30) days of such written notice of change of control or other material
change.

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LICENSEE's insurance shall be written to cover claims incurred,
discovered, manifested, or made during the term, or after the expiration, of
this Agreement. LICENSEE shall at all times comply, through insurance or
self-insurance, with all statutory workers' compensation and employers'
liability requirements covering any and all employees with respect to activities
performed under this Agreement.

11.0 MISCELLANEOUS

11.1 ASSIGNMENT. Subject to section 3.4 neither Party
shall assign any of its rights and obligations hereunder except (i) as incident
to the merger, consolidation, reorganization or acquisition of stock affecting
actual voting control or of substantially all of the assets of the assigning
Party or (ii) to an Affiliate; provided, however, that in no event shall either
Party's rights and obligations hereunder be assigned without prior written
notice to the other Party. In any case, neither Party may make an assignment of
its assets which renders it unable to perform its material obligations
hereunder. This Agreement shall be binding upon and inure to the benefit of the
Parties hereto and their permitted successors and assigns.

11.3 FORCE MAJEURE. Neither Party shall lose any rights
hereunder or be liable to the other Party for damages or losses on account of
failure of performance by the defaulting Party if the failure is occasioned by
government action, war, fire, explosion, flood, strike, lockout, embargo, act of
God, or any other similar cause beyond the control of the defaulting Party,
provided that the Party claiming Force Majeure has exerted all Reasonable
Efforts to avoid or remedy such Force Majeure; provided, however, in no event
shall a Party be required to settle any labor dispute or disturbance.

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

11.5 TRADEMARK RIGHTS. Except as otherwise provided
herein, no right, express or implied, is granted by the Agreement to use in any
manner the name "Virionics" or "Virionics , Inc." or any other trade name or
trademark of the other Party in connection with the performance of the
Agreement.

11.6 NOTICES. Time is of the essence under this
Agreement. Notices and payments to the parties shall be addressed as
follows:

All notices and other communications hereunder shall be in
writing and shall be deemed given if delivered personally or by facsimile
transmission (receipt verified), telexed, mailed by registered or certified mail
(return receipt requested), postage prepaid, or sent by express courier service,
to the Parties at the following addresses (or at such other address for a Party
as shall be specified by like notice; provided, that notices of a change of
address shall be effective only upon receipt thereof):

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	If to Virionics addressed to: 
	 
	Attention: President 
	 
	42191 N. 111th Place, Scottsdale, Arizona,
      85262 
	 
	If to Cyplasin addressed to: 
	 
	Attention: Chairman and/or CEO 
	Cyplasin Inc. 
	Unit 131 Advanced Technologie Center 
	Edmonton Alberta Canada T6N 1G1


9




or to such other address as a party may specify by notice from
time to time in writing to the other parties in the manner specified in this
Section.

11.7 JURIDICTION & DISPUTE RESOLUTION. The Parties
agree that this entire agreement shall be governed by the laws of the State of
Nevada and If any dispute, controversy or claim arises out of or in connection
with this Agreement, the Parties shall use reasonable efforts to settle it by
Good Faith negotiation within sixty (60) days of notice from one Party to the
other of such dispute, controversy or claim, before pursuing any other remedies
available to them. If either Party fails or refuses to participate in such
negotiations, or if, in any event, the dispute, controversy or claim is not
resolved to the satisfaction of both Parties within the sixty (60) day period,
any such dispute, controversy or claim shall be settled by arbitration. Any such
arbitration shall be conducted in accordance with the International Arbitration
Rules of any such arbitration shall be in a location within the Country of the
United States of America and the Arbitration shall be governed by and construed
in accordance with the laws of the State of Nevada, USA. The arbitrators shall
include one independent, un-affiliated nominee selected by each Party and a
third neutral arbitrator selected by such nominees. The Parties agree that any
arbitration panel shall include members knowledgeable as to the evaluation of
biopharmaceutical technology. Judgment upon the award rendered may be entered in
the highest state or federal court or forum, state or federal, having
jurisdiction; provided, however, that the provisions of this Article 11.7 shall
not apply to any dispute or controversy as to which any treaty or law prohibits
such arbitration. The prevailing Party shall be entitled to reasonable
attorney's fees and costs to be fixed by the arbitrators.

11.8 WAIVER. Except as specifically provided for herein,
the waiver from time to time by either of the Parties of any of their rights or
their failure to exercise any remedy shall not operate or be construed as a
continuing waiver of same or of any other of such Party's rights or remedies
provided in this Agreement.

11.9 SEVERABILITY. If any term, covenant or condition of
this Agreement or the application thereof to any Party or circumstance shall, to
any extent, beheld to be invalid or unenforceable, then the remainder of this
Agreement, or the application of such term, covenant or condition to Parties or
circumstances other than those as to which it is held invalid or unenforceable,
shall not be affected thereby and each term, covenant or condition of this
Agreement shall be valid and be enforced to the fullest extent permitted by
law.

11.10 AMBIGUTIES. Ambiguities, if any, in this Agreement
shall not be construed against any Party, irrespective of which Party may be
deemed to have authored the ambiguous provision.

11.11 ENTIRE AGREEMENT. This Agreement and any
agreements referenced herein set forth all the covenants, promises, agreements,
warranties, representations, conditions and understandings between the Parties
hereto and supersede and terminate all prior written or verbal agreements and
understanding between the Parties. There are no covenants, promises, agreements,
warranties, representations conditions or understandings, either oral or
written, between the Parties other than as set forth herein and therein. No
subsequent alteration, amendment, change or addition to this Agreement shall be
binding upon the Parties hereto unless reduced to writing and signed by the
respective authorized officers of the Parties.

11.12 HEADINGS. The Article and Paragraph headings
contained herein are for the purposes of convenience only and are not intended
to define or limit the contents of the Article or Paragraphs to which they
apply.

11.13 FAILURE OF Virionics to enforce a right under this
Agreement shall not act as a waiver of that right and shall not preclude
Virionics from later asserting that right relative to the particular situation
involved.

11.14 ANY BREACH whatsoever of any provision of Article
5 (entitled PAYMENTS) shall be deemed a material breach of a material provision
of this Agreement.

10




IN WITNESS WHEREOF, the parties have caused this Agreement to
be executed by their duly authorized representatives as of the date first above
written.

	Virionics Biomedical 	Cyplasin Inc. 
	 	 
	By: /s/ Joseph Sinkule	By: /s/ Garth Likes
	 	 
	Name: Dr. Joseph Sinkule 	Name: Mr. Garth Likes 
	 	 
	Title: Director 	Title: Chairman and CEO 


11




EXHIBIT A – License Agreement with NIH and Virionics 

Licensee: Virionics Biomedical Ltd

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

	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 invention

1.04 PHS desires to transfer these
inventions to the private sector through commercialization licenses tofacilitate
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 todevelop
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 sub licensees 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) bove; 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;



12





	 	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.




	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.



13





	 	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.

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, PHSreserves 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 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 35 U.S.C. § 203(2).

14





	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 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. 




	7. 	PATENT FILING, PROSECUTION AND
      MAINTENANCE, 


7.01 Except as otherwise provided in
this Article 7, PHS agrees to take responsibility for, but to consultwith, 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.

	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.

15




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.

9.05 Licensee agrees to forward
semi-annually to PHS a copy of such reports received by Licensee from its
sublicenses 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 152516120. 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.

16




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.

17




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 what ever 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 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, 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.

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 consultantsharmless 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.

18





	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
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 reason
able 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.

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.

19




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.

14.03 The provisions of this Agreement
are severable, and in the event 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; or b) 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 60 days prior to commencement of such
research or trials.

20




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. PHS
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.

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.

For Licensee (Upon, information and belief, the undersigned
expressly certifies or affirms that the contents of any statements of Licensee
made or referred to in this document are truthful and accurate.):

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).

APPENDIX B--Licensed Fields of Use and Territory Licensed
Fields of Use: Vaccines for the prevention and treatment of chronic
Hepatitis C Virus (HCV) infections.

     Licensed Territory: -
Worldwide 

APPENDIX C--Royalties 
Royalties:

21




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%



22




Exhibit B – Licensed Patents

Exclusive Sub License Agreement for CYPLASIN will be
fashioned on the NIH Virionics Biomedical License for the VLP Hepatitis C
Vaccine(s) , copy of which an abridged version is provided here for reference
only.

Basic Terms for the License would include Upfront Licensing
Fees of $500,000 with basic milestone payments and a 1% royalty rate on
sales.

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 Biomedical Ltd

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

23