Prepared by MerrillDirect





[Confidential
treatment has been requested for portions of this document, which has been
redacted, pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as
amended.]


EXHIBIT
10.1


RESEARCH AGREEMENT

BETWEEN

THOMAS JEFFERSON UNIVERSITY

AND

AXONYX INC


This agreement confirms our mutual
interests and understandings with respect to a research project (the Study)
entitled, Gilatide Research Program, the scope of which is outlined in the
attached Axonyx/Gilatide Research Plan (the Overview Research Plan) (Appendix
A) and is hereby incorporated in this agreement by reference.


1.          The
Study shall be carried out by Thomas Jefferson University (University) for
Axonyx Inc. (the Company), under the scientific control of Professor Matthew
During, provided that, on a quarterly basis, research budgets and plans are to
be given to the Company and that on-going reviews by all appropriate and
necessary authorities are in accordance with all applicable laws and
regulations.  The University shall
obtain the aforesaid necessary or appropriate written evidence of all requisite
review and approval, including that of the Institutional Animal Care and Use
Committee (IACUC), Institutional Biosafety and the University’s Institutional
Review Board (IRB) responsible for overseeing human clinical trials.  The Overview Research Plan may be amended
from time to time upon written agreement of the parties hereto and with the
written approval of the authority that is required to approve the amendment.  The Company agrees that the  Overview Research Plan shall be amended to
the extent the institution’s IRB makes or conditions other requirements for
human clinical testing if the Company elects to perform such testing at the
University.  In such an event, the
Company shall have the right, 30 days after notification of such, to terminate
this agreement.


2.          This
Study shall begin on April 1, 2001 and shall extend for a 2-year period.  The Company shall have the right thereafter
to renew the Agreement on a year-by-year basis.


3.          In
consideration of performance of the Study, Company shall pay the University in
accordance with the attached budget and payment schedule (Appendix B) the
amount of  $250,000.  Payments should be made payable to Thomas
Jefferson University.  Appendix B is
hereby incorporated into this agreement by reference.


4.          The
University shall provide Company quarterly written reports concerning the Study
as outlined in the Overview Research Plan attached (Appendix A).


5.          The University grants to
the Company (and the Company accepts) an option (the “Option”) to acquire from
the University a world wide exclusive license to any invention arising out of
the Study and any invention covered by the Patent application entitled:[*****] on
the basic terms annexed to this Agreement as Appendix C.  The Company may exercise the Option by
giving notice in writing to the University at any time during the period of
this Agreement and any renewal hereof. 
Upon receipt by the University of the written notice exercising the
Option the University will grant, and will be deemed to have granted, to the
Company, a license on the basic terms set forth in Appendix C and on such other
terms and conditions as are customarily included in such license agreements,
which the parties shall negotiate in good faith.


6.          Results
of the Study may be published or presented to the scientific community provided
that patenting opportunities are not compromised and Company is allowed to
review and suggest revisions to any proposed publication for sixty days (60)
prior to submission for publication.


7.          University
and Company agree to maintain in confidence for a period of three (3) years
from the date of termination of this Agreement all information received from
the other party which is, at the time of disclosure in writing and clearly
marked "confidential" and with its date of transfer by the disclosing
party.  Such obligation of
confidentiality shall not apply to any information which, at the time of
disclosure, was in the possession of the receiving party, was generally available
to the public or thereafter becomes generally available to the public through a
source other than the receiving party, was rightfully obtained from a third
party, or was developed by or for the receiving party independent of any
disclosure under this Agreement.  In
addition to the above exclusions, the University shall have the right to
disclose Company's confidential information, if the University is required to
do so by the order of any governmental authority or by final judicial
order.  Company shall cooperate and
authorize release of data which is the subject of the Research to University's
internal committees as required by accrediting agencies or other governmental
agencies.  If required to report such
data to any governmental authority or agency, University shall use its best
efforts to maintain the confidentiality of such data.  The University shall in turn shall cooperate and authorize
release of data which is the subject of the Research to agencies or other
governmental agencies, as may be required from time to time by the
Company.  If required to report such
data to any governmental authority or agency, the Company shall use its best
efforts to maintain the confidentiality of such data.


8.          Neither
party shall employ or use the name of the other party or its employees in any
form for public distribution without prior written consent, which consent shall
not be unreasonable withheld.  However,
the Company shall be permitted to issue press releases describing material
events related to this Agreement and the Research as required by law.


9.          The
University shall at all times during the performance of this Agreement be and
remain as an independent contractor and not as an employee, agent, or joint
venturer of or with Company.


10.        This
Agreement is not assignable by either party except that Company may assign this
agreement to its affiliates without the prior consent of the University.


11.        Either
party may terminate this Agreement for cause upon ninety (90) days written
notice to the other party.  The Company
shall have the right to terminate this Agreement without cause at the end of
the first and second years hereof upon ninety (90) days prior written
notice.  In either event, the University
shall be paid for uncancellable obligations properly incurred in accordance
with the Budget and Payment Schedule prior to the date of notice of
termination.


12.        The
validity and interpretation of this Agreement shall be governed by the laws of
the Commonwealth of Pennsylvania.


13.        This
Agreement constitutes the entire understanding between the parties with respect
to their obligations hereto. This Agreement supersedes all prior understandings
among the parties, written and oral, and may not be modified except by written
amendment executed by the parties.


14.        Any
and all notices required to be provided under this Agreement shall be sent to
the addresses below, unless otherwise previously indicated in writing by either
of the parties:


	To University:	John Monnier
	 	Senior Assoc. Dean of
  Finance
	 	Jefferson Medical
  College
	 	1020 Locust Street,
  M-5 JAH
	 	Philadelphia, PA 19107
	 	 
	To Company:	Michael M. Strage
	 	Chief Administrative
  Officer
	 	Axonyx Inc
	 	825 3rd Ave
  40th Fl.
	 	New York NY 10022



15.        The
parties agree that any breach of this Agreement shall subject the breaching
party to all applicable legal and equitable remedies, including injunctive
relief, where appropriate.  The parties
agree to meet and confer on any issue that is the subject of a material dispute
under this Agreement.  If they cannot
resolve a dispute after exhaustion of the meeting, they will submit the
issue(s) to binding arbitration in accordance with the then prevailing rules of
the American Arbitration Association and judgement upon the award rendered may
be entered and enforced in any court of competent jurisdiction.  The single arbitrator shall be knowledgeable
in and familiar with health care delivery, shall have jurisdiction to resolve
disputes only in accordance with provisions and limitation of this Agreement,
shall follow substantive rules of law to the extent not inconsistent with this
Agreement, and shall render a decision in writing.  Arbitration shall take place in Philadelphia, Pennsylvania.


	ACCEPTED
  FOR COMPANY:	 	ACCEPTED
  FOR UNIVERSITY:
	 	 	 
	/s/ Michael M. Strage

	 	/s/ John Monnier


	By:	 	By:
	Michael M. Strage	 	John Monnier
	Chief Administrative
  Officer	 	Senior Associate Dean
  of Finance
	Date: 4/3/01

	 	Date:


	 	 	 
	 	 	 
	 	 	/s/ Matthew During


	 	 	Matthew During
	 	 	Principal Investigator
	 	 	Date: 4/4/01








[Confidential
treatment has been requested for portions of this document, which has been
redacted, pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as
amended.]


Appendix
A


Axonyx/Gilatide
Research Plan


A two year plan will include making
significant progress in each of the following specific aims. The primary
objective is further characterization of Gilatide as a memory enhancing peptide
with a focus on developing the core pre-clinical data to support translation to
clinical trial.


[*****]






[Confidential
treatment has been requested for portions of this document, which has been
redacted, pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as
amended.]


Appendix
B


THE
BUDGET




	Year 1:	$125,000
	 	 
	Year 2:	$125,000


	TOTAL:	$250,000






All payments to be paid on a quarterly basis.
The above figures have been mutually agreed to by the University and the
Company, and are inclusive of all administrative costs.





[Confidential
treatment has been requested for portions of this document, which has been
redacted, pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as
amended.]


Appendix
C


BASIC
LICENSING TERMS


Grant:
Worldwide and exclusive rights including the right to sub-license.


	Option Exercise Fee:	$[*****]
	 	 
	Milestones1	 
	 	 
	      IND approval	$[*****]
	 	 
	      NDA Approval	$[*****]
	 	 
	Royalties:	 
	 	 
	      [*****]	 
	 	 
	      	 



Patent
Fees and Expenses:   [*****]










1
[*****]