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                                                                    Exhibit 10.3

                                                CONFIDENTIAL TREATMENT REQUESTED


                           EXCLUSIVE LICENSE AGREEMENT

      This Agreement is entered into as of the 12th day of August, 1992, between
the Fred Hutchinson Cancer Research Center, a Washington non-profit corporation
("FHCRC") and Adeza Biomedical Corporation (formerly Aspen Diagnostics
Corporation), a California corporation ("LICENSEE").

      This Agreement shall be effective immediately upon execution thereof by
qualified representatives of both parties and will cause the Restated Aspen
License Agreement dated August 1, 1989, the original License Agreement dated May
10, 1988, the original Non-Disclosure Agreement dated February 26, 1987 (between
Charter Venture Capital and FHCRC), and the Amended Non-Disclosure Agreement
dated September 17, 1987 to be superseded.

                                    RECITALS

      WHEREAS, FHCRC has developed and owns a valuable cell line [***] and is
the owner by assignment from Drs. Sen-itiroh Hakomori and Hidemitsu Matsuura of
the PATENT RIGHTS as defined in this Agreement together with all confidential
information currently in the possession of FHCRC and/or LICENSEE, or to be
provided to LICENSEE under the terms of this Agreement; and

      Whereas FHCRC is committed to a policy that ideas or creative works
produced at FHCRC should be used for the greatest possible public benefit and
believes that every reasonable incentive should be provided for the prompt
introduction of such ideas into public use, all in a manner consistent with the
public interest; and

      Whereas FHCRC has previously granted to LICENSEE (previously known as
Aspen Diagnostics Corporation) a nonexclusive license to use, possess, culture
and employ [***] and other licensed cell lines, and an exclusive license to
make, have made, use, sell and have sold LICENSED PRODUCTS solely for in vitro
diagnostic use solely in non-cancer related fields, including the field of
[***], all pursuant to that certain Restated Aspen License Agreement dated
August 1, 1989 (the "First License Agreement"); and

      Whereas LICENSEE now desires to obtain an exclusive worldwide license
under the discoveries and inventions in the PATENT RIGHTS to make, have made,
use and sell products made in accordance therewith; and

      Whereas FHCRC is willing to grant such a license to LICENSEE, subject to
the terms and conditions of this Agreement.

      Now therefore, in consideration of the foregoing premises, the parties
agree as follows:

                            ARTICLE 1. - DEFINITIONS

      1.1. "AFFILIATES" shall mean any company, corporation, or business in
which LICENSEE owns or controls at least a fifty percent (50%) ownership
interest or which owns or controls such an interest in LICENSEE.



THE SYMBOL [***] IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS
BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION.
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                                                CONFIDENTIAL TREATMENT REQUESTED


      1.2. "[***]" means the [***] developed at FHCRC by or under the direction
of Dr. Sen-itiroh, [***].

      1.3. "LICENSED CELL LINES" means any cell lines, other than [***]
included in the PATENT RIGHTS which are capable of producing monoclonal
antibodies that specifically bind with [***].

      1.4. "LICENSED PRODUCTS" means any product, including kits, devices,
packages, processes, reagents or otherwise, which result from the use of, or
combination with, or contain monoclonal antibodies, including the monoclonal
antibody designated [***], which are produced by use of or by a process
employing [***] or LICENSED CELL LINES which at the time of manufacture, use or
sale is covered in the country of such manufacture, use or sale, by any pending
or issued valid claim of the PATENT RIGHTS. For purposes of this Agreement, an
"issued valid claim" shall mean a claim of an unexpired patent which shall not
have been withdrawn, canceled, or disclaimed, nor held invalid by a court of
competent jurisdiction in any unappealed or unappealable decision in the country
where the LICENSED PRODUCT is made, used or sold by LICENSEE or its AFFILIATES.

      1.5. As used herein, the term "NET SALES" shall mean invoice price of
LICENSED PRODUCTS less the following deductions actually paid or allowed by
LICENSEE or its sublicensee: quantity and cash discounts normal and customary in
the trade; sales, use, and other similar taxes; sales related fees or
commissions paid to a non-affiliated third party to compensate such third party
for efforts in arranging actual sales of LICENSED PRODUCTS; amounts repaid or
credited by reason of rejection or return, and transportation or delivery
charges. In the event an invoice price is determined in a foreign currency, NET
SALES shall be the equivalent in U.S. Dollars in accordance with the official
foreign currency rate of exchange on the date the invoice is actually paid,
i.e., the day the foreign currency is converted into U.S. Dollars for payment of
the invoice.

      1.6. "PATENT RIGHTS" shall mean rights and claims in and to the inventions
described in, and rights covered by, issued United States patents and patent
applications listed in Appendix A attached to this Agreement and made a part
hereof, as well as all continuations, continuations-in-part, divisions and
renewals thereof, and foreign counterparts thereof, which will automatically be
deemed incorporated in and added to this Agreement and shall periodically be
added to Appendix A.

      1.7. "TECHNOLOGY" shall mean any and all information, LICENSED CELL LINES,
LICENSED MONOCLONAL ANTIBODIES, or PATENT RIGHTS supplied by FHCRC to LICENSEE.

                               ARTICLE 2. - GRANT

      2.1. FHCRC hereby grants to LICENSEE and LICENSEE accepts, subject to the
terms and conditions hereof, an exclusive worldwide license, under PATENT
RIGHTS, to make or have made, to use, and/or to sell the LICENSED PRODUCTS, for
the Term permitted in Article 4.1 of this Agreement (the "License"). LICENSEE
agrees during the period of exclusivity of this license that any LICENSED
PRODUCT produced for sale in the United States will be manufactured
substantially in the United States.

      2.2. The License is subject to the following policies, obligations and/or
conditions:

            (a)   FHCRC's Patents and Inventions Policy adopted September 30,
                  1983, Public Law 98-620 and FHCRC's obligations under
                  agreement with other sponsors of research. Any right granted
                  in this Agreement greater than that permitted under Public Law
                  98-620 shall be subject to modification as may be required to
                  conform to the provisions of the statute.

            (b)   For research purposes only and not for any commercial purpose,
                  FHCRC shall have the right to make and to use the Technology.

                                      -2-

THE SYMBOL [***] IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS
BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION.
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                                                CONFIDENTIAL TREATMENT REQUESTED


            (c)   LICENSEE shall use reasonable effort to introduce the LICENSED
                  PRODUCTS into the commercial market as soon as practicable,
                  consistent with sound and reasonable business practices and
                  judgment, and thereafter endeavor to keep LICENSED PRODUCTS
                  reasonably available to the public.

            (d)   FHCRC shall have the right to terminate or render this
                  Agreement non-exclusive at any time after three (3) years from
                  the date hereof if, in FHCRC's reasonable judgment, LICENSEE:

                  (i)   has not put the licensed subject matter into commercial
                        use in the country or countries where licensed, directly
                        or through a sublicense, and is not keeping the licensed
                        subject matter reasonably available to the public, or

                  (ii)  is not demonstrably engaged in research, development,
                        manufacturing, marketing or licensing program, as
                        appropriate, directed toward these ends.

                  In making this determination FHCRC shall take into account the
                  normal course of such programs conducted with sound and
                  reasonable business practices and judgment, including
                  obtaining appropriate government approvals, and shall take
                  into account the reports provided hereunder by LICENSEE. FHCRC
                  shall notify Licensee in writing before making any such
                  determination and LICENSEE shall have sixty (60) days from
                  such notice to provide FHCRC with any reasonable additional
                  information FHCRC should consider in its decision making
                  process.

            (e)   Notwithstanding any provision of the License Agreement to the
                  contrary, for research purposes only and not for any
                  commercial purpose, LICENSEE shall comply with all reasonable
                  requests to supply, at a reasonable price, to the general
                  research community any of the [***] produced by the LICENSED
                  CELL LINES, subject to the execution by the party requesting
                  the material of a written agreement restricting use of the
                  material to noncommercial purposes, prohibiting further
                  transfer of the material, and containing such other terms as
                  LICENSEE may reasonably require. Provided, however, that the
                  sole remedy of FHCRC in the event of breach of this Article
                  2.2(e) by LICENSEE shall be the conversion of LICENSEE's
                  license hereunder from exclusive to nonexclusive.

      2.3. This Agreement shall have no effect upon any and all rights reserved
to the United States Government and others under Public Law 98-620.

                ARTICLE 3. - RIGHT TO SUBLICENSE AND ASSIGNMENT

      3.1. LICENSEE shall have the right to grant sublicenses under the PATENT
RIGHTS, subject to submission by LICENSEE to and prior written consent by FHCRC
of


                                      -3-

THE SYMBOL [***] IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS
BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION.
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                                                CONFIDENTIAL TREATMENT REQUESTED


the proposed sublicense, which consent will not be unreasonably withheld. Each
such sublicense shall include a requirement that the sublicensee use its best
efforts to bring the subject matter of the sublicense into commercial use as
quickly as is reasonably possible and shall expressly bind the sublicensee to
meet LICENSEE's obligations to FHCRC under this Agreement.

A copy of each sublicense shall be furnished to FHCRC promptly after its
execution. LICENSEE shall not be relieved of any obligation to FHCRC by virtue
of entering into any sublicense as provided herein.

      3.2. Notwithstanding the foregoing provisions of Article 3, LICENSEE shall
have the right to assign the license granted under Article 2 to an AFFILIATE
subject to the terms and conditions hereof.

                         ARTICLE 4. - TERM OF AGREEMENT

      4.1. Unless terminated or modified earlier in accordance with Article 8 of
this Agreement, the license granted hereunder shall extend until the expiration
of the last patent falling within PATENT RIGHTS.

                             ARTICLE 5. - ROYALTIES

      5.1. In consideration for the granting of the License, LICENSEE shall pay
to FHCRC a non-refundable license fee in the sum of $[***], payable [***]
$[***] $[***] $[***].

      5.2. During the Term, LICENSEE shall pay to FHCRC a royalty in the amount
of [***]% of all LICENSED PRODUCTS sold by LICENSEE and its AFFILIATES or
sublicensees. In the case of sublicenses, LICENSEE shall pay to FHCRC [***]%. On
sales between LICENSEE and its AFFILIATES for resale, the royalty shall be paid
on the resale.

      5.3. LICENSEE shall pay to FHCRC pursuant to this Article 5 a "Minimum
Royalty" of $[***] per year for the year beginning July 1, 1992 and ending June
30, 1993 and for each subsequent year thereafter [***] whereupon LICENSEE shall
pay to FHCRC an increased Minimum Royalty of $[***] per year throughout the term
of this Agreement. The full Minimum Royalty to FHCRC shall accrue as of the
first day of each year described in this subparagraph and shall be paid to FHCRC
within the earlier of [***] after any termination of this Agreement. At FHCRC's
option, FHCRC may terminate this Agreement effective sixty (60) days after
giving written notice in the event LICENSEE fails to pay the Minimum Royalty
scheduled above.

                ARTICLE 6. - REPORTING AND ROYALTY PAYMENT TERMS

      6.1. Upon or before execution of this Agreement, LICENSEE shall provide to
FHCRC a written research and development plan pursuant to which LICENSEE intends
to bring the subject matter of the license granted hereunder into commercial
use, including projections of sales and proposed marketing efforts.

      6.2. LICENSEE shall provide written annual reports within sixty (60) days
after June 30 of each calendar year which shall include the following
information: reports of progress on research and development, regulatory
approvals, manufacturing, sublicensing, marketing and sales during the preceding
twelve (12) months as plans for the coming year.


                                      -4-

THE SYMBOL [***] IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS
BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION.
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                                                CONFIDENTIAL TREATMENT REQUESTED


If LICENSEE's progress differs from that anticipated in the plan provided to
FHCRC under Article 6.1, LICENSEE shall explain the reasons for the difference
and propose a modified plan for FHCRC's review and approval. LICENSEE shall also
provide any reasonable additional data FHCRC requires to evaluate LICENSEE's
performance.

      6.3. LICENSEE shall report to FHCRC the date of first commercial sale of
LICENSED PRODUCTS (or results of LICENSED PROCESSES) in each country within
thirty (30) days of occurrence.

      6.4. LICENSEE shall submit to FHCRC within sixty (60) days after June 30
and December 31 of each calendar year during the term of this Agreement, and
upon the effective termination of this Agreement, reports for the preceding six
(6) month period identifying the amount of the LICENSED PRODUCTS sold by
LICENSEE, its AFFILIATES and sublicensees in each country, the sales volume and
NET SALES, and the amount of royalty due to FHCRC together with payment of such
royalty amount. Such report shall be certified as correct by an officer of
LICENSEE and shall include a detailed listing of all deductions from NET SALES,
sublicensee income or from royalties as specified herein. If no royalties are
due to FHCRC for any reporting period, the written report shall so state. If
royalties for any calendar year do not equal or exceed the Minimum Royalty
established in Article 5.3, LICENSEE shall include the balance of the Minimum
Royalties for each year with the payment for the half year ending December 31.
All royalties due hereunder shall be payable in United States dollars.
Conversion of foreign currency to U.S. dollars shall be made at the conversion
rate existing in the United States on the date of royalty payments by LICENSEE.

      6.5. All such reports shall be maintained in confidence by FHCRC, except
as required by law, including Public Law 98-620.

                          ARTICLE 7. - RECORD KEEPING

      7.1. LICENSEE shall maintain complete and accurate books of account and
records showing all sales of LICENSED PRODUCTS and all NET SALES (broken down by
gross sales and allowable deductions) attributable to such sales. For purposes
of verifying the accuracy of the royalties paid by LICENSEE pursuant to this
Agreement or verifying performance of LICENSEE of any other obligation to FHCRC
hereunder, such books and records shall be open to inspection and copying, upon
reasonable notice to LICENSEE, during usual business hours, by an independent
certified public accountant at FHCRC's expense. Such accountant shall not
disclose to FHCRC any information other than information relating to accuracy of
reports and calculations of amounts due to FHCRC made under this Agreement. In
the event that any such inspection shows any underreporting and underpayment by
LICENSEE in excess of five percent (5%) for any twelve (12) month period, then
LICENSEE shall pay the cost of such examination. Such books and records shall be
maintained for at least two (2) full years after the termination of this
Agreement.

                     ARTICLE 8. - TERMINATION OF AGREEMENT

      8.1. Unless terminated earlier in accordance with the terms hereof, this
Agreement will expire upon the expiration of the Term as provided in Article
4.1. Upon


                                      -5-

THE SYMBOL [***] IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS
BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION.
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                                                CONFIDENTIAL TREATMENT REQUESTED


termination, a final report shall promptly be submitted in accordance with the
provisions of Section 6.4, together with any royalty payments and unreimbursed
patent expenses due to FHCRC.

      8.2. LICENSEE shall have the right to terminate this Agreement effective
thirty (30) days after giving written notice to FHCRC of termination under this
Article.

      8.3. This Agreement may be terminated by either party upon breach of
material obligation or condition by the other, effective ninety (90) days after
giving written notice to the other of such termination under this Section and
specifying such breach, provided, however, that if the default or breach is
cured or shown to be nonexistent within the ninety (90) day period, the notice
shall be deemed automatically withdrawn and of no effect. If the parties do not
agree on whether a default or breach" is "material," the dispute shall be
resolved through arbitration under Article 13.

      8.4. Upon termination of this Agreement, LICENSEE or LICENSEE's
sublicensees shall have the right to sell all LICENSED PRODUCTS on hand at the
time of notification of termination if the royalties from such sales and any and
all other payments due FHCRC are paid to and statements are rendered to FHCRC
with respect to such LICENSED PRODUCTS when due in accordance with this
Agreement. To the extent permitted by applicable law, this Agreement will
automatically terminate (a) if LICENSEE files for protection under the federal
bankruptcy laws, or any similar state laws, becomes insolvent, is unable to pay
its debts as they become due or appoints a receiver over its property or (b) has
filed against it an involuntary bankruptcy petition under the federal bankruptcy
laws or similar state laws or LICENSEE suffers the appointment of a receiver or
trustee over its property, unless the involuntary petition or the involuntary
appointment of the receiver or trustee is dismissed within ninety (90) days.

      8.5. Upon termination of this Agreement for any reason, and subject to
LICENSEE's rights under Article 8.4, LICENSEE shall return to FHCRC all [***]
and thereafter continue to maintain the confidentiality thereof, and refrain
from use thereof or the disclosure thereof to any third party as required by
Article 15. All other rights under this Agreement, including rights in [***]
granted to LICENSEE under Article 2 or to any of LICENSEE's sublicensees under
their sublicense agreement with LICENSEE, shall revert to FHCRC.

      8.6. Should either party terminate this Agreement as provided herein, the
other party shall not be able to claim from the terminating party, solely on
account of such termination, any damages or compensation for losses or expenses
incurred or for lost profits.

      8.7. Provisions of this Agreement and accrued rights under this Agreement
which by their terms or nature survive the termination or expiration of this
Agreement shall so survive such termination or expiration. Without limiting the
foregoing, obligations arising under Article 8 and Articles 9, 11, 12, 13, 14,
15, and 18 of this Agreement will survive termination of this Agreement.


                                      -6-

THE SYMBOL [***] IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS
BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION.
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                                                CONFIDENTIAL TREATMENT REQUESTED


                   ARTICLE 9. - REPRESENTATIONS AND COVENANTS

      9.1. FHCRC represents and warrants that the entire right, title, and
interest in the patent applications or patents comprising the PATENT RIGHTS have
been assigned to it and that FHCRC has the authority to issue licenses under
said PATENT RIGHTS. FHCRC does not warrant the validity of the PATENT RIGHTS
licensed hereunder and makes no representations whatsoever with regard to the
scope of the licensed PATENT RIGHTS or that such PATENT RIGHTS may be exploited
by LICENSEE, an AFFILIATE, or sublicensee without infringing other patents.

      9.2. FHCRC represents and warrants to LICENSEE that FHCRC has the
authority to issue licenses to LICENSED CELL LINES. FHCRC further represents and
warrants that it has no relationship with any other entity which would preclude
it from carrying out its obligations under this Agreement. No claim has been
asserted against FHCRC concerning commercial or non-commercial use of LICENSED
CELL LINES and FHCRC has not received notice that any such claim may be made
against it. Notwithstanding the foregoing, FHCRC does not warrant that anything
covered by this Agreement is or will be free from any claims of third parties.

      9.3. FHCRC EXPRESSLY DISCLAIMS ANY AND ALL EXPRESS WARRANTIES, EXCEPT AS
PROVIDED IN THIS ARTICLE 9, AND FURTHER DISCLAIMS ANY AND ALL IMPLIED WARRANTIES
OF MERCHANTABILITY OR FITNESS OF THE TECHNOLOGY, LICENSED CELL LINES, LICENSED
MONOCLONAL ANTIBODIES, OR LICENSED PRODUCTS FOR ANY PARTICULAR USE OR PURPOSE.

      9.4. LICENSEE represents and warrants to FHCRC that it has obtained and
will at all times during the term of this Agreement, hold and comply with all
licenses, permits and authorizations necessary to carry out this Agreement as
may be required under any applicable statutes, laws, ordinances, rules and
regulations of the United States as well as those of all applicable foreign
governmental bodies, agencies and subdivisions, having, asserting or claiming
jurisdiction over LICENSEE or LICENSEE's performance of the terms of this
Agreement. In particular, LICENSEE:

            (a)   will be responsible for obtaining all necessary United States
                  Food and Drug Administration approvals and all approvals
                  required by similar governmental bodies or agencies of all
                  applicable foreign countries; and

            (b)   understands and acknowledges that the transfer of certain
                  commodities and technical data is subject to United States
                  laws and regulations controlling the export of such
                  commodities and technical data, including all Export
                  Administration Regulations of the United States Department of
                  Commerce. These laws and regulations, among other things,
                  prohibit or require a license for the export of certain types
                  of technical data to certain specified countries. LICENSEE
                  hereby agrees and gives written assurance that it will comply
                  with all United States laws and regulations controlling the
                  export of commodities and technical data, that it will be
                  solely responsible for any violation of such by LICENSEE or
                  its AFFILIATES or sublicensees, and that it will defend and
                  hold FHCRC


                                      -7-

THE SYMBOL [***] IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS
BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION.
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                                                CONFIDENTIAL TREATMENT REQUESTED


                  harmless in the event of any legal action of any nature
                  occasioned by such violation.

                           ARTICLE 10. - INFRINGEMENT

      10.1. Each party agrees to notify the other promptly of any infringement
of the PATENT RIGHTS of which such party becomes aware. LICENSEE shall have the
right to commence and prosecute a patent infringement action ("an Action"),
however, before LICENSEE commences legal proceedings with respect to any
infringement of such patents, LICENSEE shall give careful consideration to the
views of FHCRC and to potential effects of the public interest in making its
decision whether or not to commence such an Action.

      10.2. If LICENSEE elects to commence an Action as described above and
FHCRC is a legally indispensable party to such Action, FHCRC shall have the
right, at its sole option and upon such terms as FHCRC and LICENSEE may agree,
to assign to LICENSEE all of FHCRC's right, title and interest in each patent
which is part of the PATENT RIGHTS and is the subject of such Action (subject to
all FHCRC's obligations to the government and others having rights in such
patent). In the event that FHCRC makes such an assignment, such assignment shall
be irrevocable, and such Action by LICENSEE on that patent or other patents
shall thereafter be brought or continue without FHCRC as a party, if FHCRC is no
longer an indispensable party. Notwithstanding any such assignment to LICENSEE
by FHCRC and regardless of whether FHCRC is or is not an indispensable party,
FHCRC shall cooperate fully with LICENSEE in connection with such Action. In the
event that any patent is assigned to LICENSEE by FHCRC, pursuant to this
paragraph, such assignment shall require LICENSEE to continue to meet its
obligations under this Agreement as if the assigned patent or patent application
were still licensed to LICENSEE.

      10.3. If LICENSEE elects to commence an Action as described above,
LICENSEE may reduce, by up to [***]%, the royalty due to FHCRC earned under the
patent subject to suit by the amount of the expenses and costs of such Action,
including attorney fees. In the event such expenses and costs exceed the amount
of royalties withheld by LICENSEE for any calendar year, LICENSEE may to that
extent reduce the royalties due to FHCRC from LICENSEE in succeeding calendar
years, but never by more than [***]% [***].

      10.4. Recoveries or reimbursements from such Action shall first be applied
to reimburse LICENSEE and FHCRC for litigation costs not paid from royalties (if
any) and then to reimburse FHCRC for royalties withheld. Any remaining
recoveries or reimbursements shall be shared equally by LICENSEE and FHCRC.

      10.5. In the event that LICENSEE elects not to exercise its right to
prosecute an infringement of the PATENT RIGHTS pursuant to the above paragraphs,
FHCRC may do so at its own expense, controlling such Action and retaining all
recoveries therefrom.

                           ARTICLE 11. - LEGAL ACTION

      11.1. In the event any legal action is commenced against LICENSEE
involving TECHNOLOGY or a LICENSED PRODUCT or otherwise relating to this
Agreement, whether or not FHCRC is named as a party to the legal action,
LICENSEE shall have the right to defend any such action and LICENSEE shall keep
FHCRC or its attorney nominee


                                      -8-

THE SYMBOL [***] IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS
BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION.
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                                                CONFIDENTIAL TREATMENT REQUESTED


fully advised of the progress of the legal action and shall reimburse FHCRC for
its reasonable legal costs when FHCRC is named as a party to the legal action or
when FHCRC's employees or agents are witnesses in the legal action. LICENSEE
shall have the right to settle or otherwise resolve any claims against it
without the consent of FHCRC, so long as such settlement or other resolution
does not bind FHCRC. In the event of such settlement or other resolution by
LICENSEE, LICENSEE's other obligations under this Article 11.1 shall terminate.

      11.2. FHCRC agrees to cooperate with LICENSEE, to the extent reasonably
possible, in any legal action brought pursuant to this Article 11.

                          ARTICLE 12. - HOLD HARMLESS

      12.1. LICENSEE assumes responsibility for and shall defend, indemnify and
hold FHCRC, its directors, officers, managers, agents, students, doctors and
employees harmless from any and all liability, losses, expenses, damages,
assessments and claims arising out of or resulting from the exercise of any
rights under this Agreement or the use, sale and/or any disposition, by LICENSEE
or others receiving LICENSED PRODUCTS directly or indirectly from LICENSEE, its
AFFILIATES, agents or representatives, of LICENSED PRODUCTS, TECHNOLOGY, or
anything else covered by or related to this Agreement.

                           ARTICLE 13. - ARBITRATION

      13.1. Any dispute, other than a question relating to patent validity,
between the parties hereunder which cannot be resolved by good faith negotiation
between the parties over a period of at least sixty (60) days shall be resolved
by arbitration before a panel of three arbitrators under the then current rules
and procedures of the American Arbitration Association (the "AAA"), or other
rules and procedures as the parties may agree. Each party shall bear its own
costs incurred in connection with such arbitration and the fees, expenses and
costs of the AAA, the arbitrator(s) and the arbitration proceeding not incurred
solely by one party shall be divided equally between the parties. The arbitral
award shall be binding and conclusive on both parties and may be enforced in any
court of competent jurisdiction.

                             ARTICLE 14. - NOTICES

      14.1. Any notice or report required or permitted under this Agreement
shall be in writing and shall be deemed given when delivered in person or
transmitted via facsimile or five (5) days after being sent by registered or
certified mall, postage prepaid, return receipt requested, to the following
addresses or such different addresses as the parties may designate by notice
given in accordance with this Article 14.

If to FHCRC:            Fred Hutchinson Cancer Research Center
                        1124 Columbia Street, M115
                        Seattle, Washington 98104
                        Attention: Catherine J. Hennings,
                        Manager Technology Transfer
                        Facsimile: (206) 667-4732

With copies to:         Douglas J. Shaeffer, Esq.
                        General Counsel



                                      -9-

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OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS
BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION.
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                                                CONFIDENTIAL TREATMENT REQUESTED


                        Fred Hutchinson Cancer Research Center
                        1124 Columbia Street, LY-301
                        Seattle, Washington 98104
                        Facsimile: (206) 667-5268

If to LICENSEE:         Adeza Biomedical Corporation
                        1240 Elko Drive
                        Sunnyvale, California 94089
                        Attention: President
                        Facsimile: (408) 745-0968

With copies to:         Paul R. De Stefano, Esq.
                        2730 Sand Hill Road Suite 300
                        Menlo Park, California 94025
                        Facsimile: (415) 854-3694

                ARTICLE 15. - CONFIDENTIALITY AND NON-DISCLOSURE

      15.1. Any and all information relating to the TECHNOLOGY furnished to
either party (or, its agents or employees) by the other party (or its
laboratories or agents or employees), including but not limited to information
regarding or relating to [***], is confidential, proprietary, trade secret
information and any and all such information is hereinafter referred to as
"Proprietary Information."

            (a)   As used herein, "Proprietary Information" includes the
                  following:

                  (i)   written material which is clearly designated on its face
                        as confidential and patent applications;

                  (ii)  oral disclosures, the content of which is within thirty
                        (30) days after communication designated in writing as
                        confidential, or which is so designated as confidential
                        orally during oral disclosures or in contemporaneous
                        written memoranda; and

                  (iii) specimens, samples, and other physical materials which
                        are prior to or at the time of disclosure designated in
                        writing as confidential.

            (b)   As used herein, "Proprietary information" does not include:

                  (i)   information which at the time of disclosure to the
                        receiving party is generally available to the public, or
                        which after such disclosure becomes generally available
                        to the public by publication or otherwise;

                  (ii)  information that is demonstrated to have been in the
                        receiving party's possession prior to the time of
                        disclosure by the disclosing party;


                                      -10-

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                  (iii) Information that is demonstrated by a preponderance of
                        the evidence to have been independently developed by the
                        receiving party's personnel without reference to
                        Proprietary Information disclosed by the disclosing
                        party; and

                  (iv)  information received from a third party unless such
                        information is obtained subject to a confidential
                        disclosure agreement.

      15.2. During the Term and for a period of [***] from the termination date
of this Agreement, each party agrees: (a) to hold in strict confidence and trust
and maintain as confidential all Proprietary Information disclosed by the other
party and any information derived therefrom; (b) not to disclose any such
Proprietary Information or any information derived therefrom to any person,
except to those employees or legal counsel of the receiving party who are
required to receive the Proprietary Information for the purposes described in
this Agreement and who are bound by the provisions of this Agreement; (c) not to
export or otherwise disclose any such Proprietary Information to any person who
is, or who the receiving party believes may be, located or may use the
Proprietary Information outside the United States; and (d) to use the
Proprietary Information only for the purposes described in this Agreement.

      15.3. Each party agrees that: all Proprietary Information disclosed by the
other party will at all times be and remain the sole property of the disclosing
party and the disclosing party is the sole owner of all patents, copyrights and
other intellectual property rights and other proprietary rights related to the
Proprietary Information disclosed by it. Nothing in this Agreement shall be
construed as granting to or permitting to the receiving party any implied
license in, or right or option to, license or use any intellectual property
right (including but not limited to any patent right obtained by the disclosing
party) relating to the Proprietary Information disclosed by it or any other
right to use such Proprietary Information except as expressly provided herein
and for any reason other than for the purposes described in this Agreement.

      15.4. Immediately upon the termination of this Agreement, or upon either
disclosing party's request, the receiving party will deliver to the disclosing
party all Proprietary Information disclosed by the disclosing party and all
documents and data storage media containing any such Proprietary Information and
any and all copies thereof, and will delete all such Proprietary Information
from its documents and data storage media.

      15.5. The obligations of confidentiality provided herein shall continue in
force and effect for five (5) years from the date of termination of this
Agreement, whether by lapse of the Term hereof or otherwise, unless extended or
limited by mutual agreement executed in writing by an officer of each party.

                          ARTICLE 16. - PATENT MARKING

      16.1. Subsequent to the issuance of any patent based on the application(s)
covered by PATENT RIGHTS and provided LICENSEE has actual notice of the patent
number or numbers of any such issued patents, LICENSEE agrees to mark and to
have marked by its


                                      -11-

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sublicensees every LICENSED PRODUCT manufactured, used or sold by LICENSEE or
its sublicensees in accordance with the statutes of the United States relating
to the marking of patented articles.

                         ARTICLE 17. - RIGHT TO PUBLISH

      17.1. Nothing in this Agreement shall be construed as prohibiting FHCRC or
its researchers from publishing any of the results of FHCRC's research on
TECHNOLOGY in reputable scientific Journals.

                          ARTICLE 18. - MISCELLANEOUS

      18.1. The rights and obligations of the parties under this Agreement shall
be governed by and construed in accordance with the laws of the State of
Washington.

      18.2. This Agreement may not be amended except by an instrument in writing
signed by both parties.

      18.3. The Agreement shall be binding on the parties hereto and upon their
respective heirs, administrators, successors and assigns. This Agreement may be
assigned or sublicensed only in accordance with the terms hereof.

      18.4. LICENSEE acknowledges that FHCRC is a non-profit organization
qualifying for and holding the status of an exempt organization under Section
501(c)(3) of the United States Internal Revenue Code. If the Internal Revenue
Service determines, or a determination by FHCRC based on advice of legal or tax
counsel is reasonably made, that any part or all of this Agreement will
jeopardize FHCRC's Section 501(c)(3) status, the parties agree to meet and
confer in good faith to amend this Agreement to the extent necessary to satisfy
Internal Revenue Service requirements for retention of FHCRC'S Section 501(c)(3)
status. If FHCRC and LICENSEE cannot agree within 30 days after commencing
negotiations regarding the amendments to be made to this Agreement in order for
FHCRC to retain its Section 501(c)(3) status, either party shall be free to
initiate arbitration pursuant hereto to determine such amendment as may be
necessary to preserve the intent of this Agreement without jeopardizing FHCRC's
tax-exempt status.

      18.5. LICENSEE understands and acknowledges that agreements between FHCRC
and agencies of the United States Government funding FHCRC's programs may
contain clauses granting patent and/or other rights to the agencies or the U.S.
Government; LICENSEE agrees that the rights granted to it under this Agreement
shall be subject to any rights of the agencies and the U.S. Government. In the
event of a conflict between any of the provisions of this Agreement and the
Adeza Biomedical Corporation Second License Agreement, the provisions of any
U.S. Government agency funding agreement and/or regulation shall prevail and
FHCRC will have no liability to LICENSEE as a result of such conflict.

      18.6. LICENSEE will not use FHCRC's name in any advertising or promotion
of its products. LICENSEE will not use FHCRC's name for any commercial purpose
nor in conjunction with the sale of its securities, nor in any prospectus or
disclosure document, unless authorized in writing by FHCRC.


                                      -12-

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OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS
BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION.
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      18.7. Prior to any sale of a LICENSED PRODUCT, LICENSEE will have FHCRC
named as an additional insured on LICENSEE's insurance policies, with limits of
at least $[***] per claim and $[***] annual aggregate. Such policies shall not
be terminated by LICENSEE without [***] days written notice to FHCRC. LICENSEE
will notify FHCRC immediately upon receiving notice of termination of insurance
coverage by the Insurance company. If FHCRC's insurance costs can be shown to
have increased solely because of this Agreement, and such increases are verified
by an independent certified public accountant, the parties shall attempt to
agree to changes and revisions of this Agreement. If they fail to arrive at
agreement within a reasonable time the dispute shall be resolved by arbitration
as provided under Article 13.

      18.8. All letters, documents, or other materials of a written or physical
nature, required by or relating to this Agreement shall be in English and sent
to the party at the address given in Article 14.

      18.9. The parties to this Agreement recognize and agree that each is
operating as an independent contractor and not as an agent of the other. This
Agreement shall not constitute a partnership or joint venture, and neither party
may be bound by the other to any contract, arrangement or understanding except
as specifically stated herein.

      18.10. Should a court of competent jurisdiction later consider any
provision of this Agreement to be invalid, illegal, or unenforceable, it shall
be considered severed from this Agreement. All other provisions, rights and
obligations shall continue without regard to the severed provision, provided
that the remaining provisions of this Agreement are in accord with the intention
of the parties.

      18.11. In the event any party to this Agreement commences any action or
proceeding, including an appeal of an action or proceeding, against the other,
including arbitration proceedings under Article 14 of this Agreement, or
otherwise retains an attorney, by reason of any breach or claimed breach of an
any provision of this Agreement, or to seek a judicial declaration of rights
hereunder or judicial or equitable relief, the prevailing party in such action
or proceeding shall be entitled to recover its reasonable attorneys' fees and
costs. At the option of FHCRC, venue of any such legal or equitable action shall
lie in Seattle, Washington. LICENSEE hereby submits to the jurisdiction of the
Federal District Court of Western Washington located in Seattle, Washington, and
hereby agrees to accept service of process by certified mail, return receipt
requested, effective upon delivery to LICENSEE.


                                      -13-

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      IN WITNESS WHEREOF, the parties have executed this Agreement through duly
authorized representatives as of the date first above written.

FRED HUTCHINSON CANCER RESEARCH           ADEZA BIOMEDICAL CORPORATION
CENTER


By  /s/ Catherine J. Hennings             By /s/ Susan E. Dube'
  -----------------------------             ------------------------------

Printed                                   Printed
Name     Catherine J. Hennings            Name     Susan E. Dube'
    ---------------------------               ----------------------------

Date  August 7, 1992                      Date  August 12, 1992
    ---------------------------               ----------------------------

                                      -14-

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                                   APPENDIX A


      United States Patent No. [***].


                                      -15-

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                 FIRST AMENDMENT TO EXCLUSIVE LICENSE AGREEMENT
                                       AND
                                     CONSENT

            This First Amendment to Exclusive License' Agreement and Consent
(the "Amendment and Consent") is entered into as of the 9th day of May, 1996,
between the Fred Hutchinson Cancer Research Center, a Washington non-profit
corporation ("FHCRC") and Adeza Biomedical Corporation, a California corporation
("Licensee").

            This Amendment and Consent shall be effective immediately upon
execution thereof by qualified representatives of both parties.

                                    RECITALS

            WHEREAS, FHCRC and Licensee have entered into an Exclusive License
Agreement dated as of August 12, 1992 (the "License Agreement"), pursuant to
which FHCRC has licensed to Licensee certain Technology, as such term is defined
in the License Agreement.

            WHEREAS, the parties disagree as to the interpretation of Section
5.2 of the License Agreement and desire to resolve such disagreement by entering
into this Amendment and Consent and through the issuance to FHCRC of the FHCRC
Warrant, as defined below.

            NOW THEREFORE, in consideration of the foregoing premises, the
parties agree as follows:

      A.    AMENDMENTS OF THE LICENSE AGREEMENT

            1.    SECTION 5.2.

      The first sentence of Section 5.2 of the License Agreement is hereby
amended to read in its entirety as follows:

      "5.2. During the Term, Licensee shall pay to FHCRC a royalty in the amount
of [***]% of [***] of all LICENSED PRODUCTS."

            2.    SECTION 1.5.

      That portion of the first sentence of Section 1.5 that currently reads,
"As used herein, the term "NET SALES" shall mean the invoice price of LICENSED
PRODUCTS . . ." is hereby amended to read as follows:

            "As used herein, the term "NET SALES" shall mean all amounts
actually received by Licensee for sales of LICENSED PRODUCTS . . ."

            3. NO AMENDMENT . Except as amended by this Amendment and Consent
the License Agreement shall remain in full force and effect.

      B. ISSUANCE OF WARRANT. Within thirty (30) days of execution of this
Amendment and Consent, Licensee shall issue to FHCRC a warrant for the purchase
of


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25,000 shares of Licensee's Common Stock (the "Warrant Shares") in the form
attached hereto as Exhibit A (the "FHCRC Warrant"), calculated assuming that
prior to the issuance of the FHCRC Warrant, Licensee shall undertake a 1:2.4
reverse split of its Common Stock (the "Reverse Split") and that the Company
shall consummate its planned reincorporation into Delaware (the
"Reincorporation"). In the event that the Reverse Split does not occur, or at a
different ratio, the number of Warrant Shares for which this Warrant may be
exercised shall be adjusted accordingly. The FHCRC Warrant shall be issued
regardless of whether the Reincorporation occurs.

      C. PIGGYBACK REGISTRATION RIGHTS. Within thirty (30) days of execution of
this Amendment and Consent, Licensee shall amend that certain Investors' Rights
Agreement dated as of December 21, 1994, as amended (the "Rights Agreement") to
provide the piggyback registration rights set forth in Section 2.3 of the Rights
Agreement to FHCRC. Such Section 2.3 is attached hereto as Exhibit B.

      D.    EXCLUSIVE MARKETING AGREEMENT; ACKNOWLEDGMENTS.

            1.    CONSENT.

            By execution hereof, FHCRC hereby consents, retroactive to December
31, 1991, to Licensee entering into that certain Exclusive Marketing Agreement
by and between Licensee and Tokos Medical Corporation dated as of December 31,
1991, as amended by that Letter Agreement dated May 9, 1996 (the "Marketing
Agreement"), including the contingent sublicense set forth in Section 4 thereof
(the "Contingent License"); provided however that such consent shall not be
deemed to be a consent to Licensee's representation set forth in Section 3.1(b)
of the Marketing Agreement. FHCRC further acknowledges (i) that such consent
fully satisfies, with respect to the Marketing Agreement, Licensee's requirement
to obtain FHCRC's consent, as set forth in Section 3.1 of the License Agreement,
(ii) that no other sublicense or license is granted pursuant to the Marketing
Agreement and (iii) that no non-royalty sublicense income is due to FHCRC from
Licensee as a result of the provisions of the Marketing Agreement as in effect
as of the date hereof, including Section 6.1 thereof.

            2. NO FURTHER AMENDMENTS . The parties agree that no further
amendments shall be made to the Marketing Agreement without the prior written
consent of FHCRC, which consent will not be unreasonably withheld.

            3. CERTAIN ROYALTIES UNDER SECTION 4. The parties agree that in the
event Licensee receives payments under Section 4.4 of the Marketing Agreement
(the "Section 4.4 payments"), in lieu of the amounts described in Sections Al
and A2 above, Adeza shall pay to FHCRC [***]% of all such Section 4.4 payments.

      E. FURTHER AGREEMENTS. The parties agree to use their good faith efforts
to take any and all steps necessary to effectuate the intent of this Amendment
and Consent.

      This Agreement may be executed in any number of counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.


                                      -2-

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            IN WITNESS WHEREOF, the parties hereto have executed this First
Amendment to License Agreement and Consent as of the date first written above.

                                    ADEZA BIOMEDICAL CORPORATION



                                    By:  /s/ Daniel O. Wilder
                                       -----------------------------------

                                    Title: President & CEO
                                          --------------------------------


                                    Address:  1240 Elko Drive
                                              Sunnyvale, CA  94089
                                              Attention:  Daniel O. Wilds


                                    FRED HUTCHINSON CANCER
                                    RESEARCH CENTER



                                    By: /s/ Catherine J. Jennings
                                       -----------------------------------

                                    Title: Director, Technology Transfer
                                          --------------------------------


                                      -3-

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                               AMENDMENT NO. 1 TO
                           EXCLUSIVE LICENSE AGREEMENT


      This Amendment is entered into this 30th day of April, 1998 ("Effective
Date") between Adeza Biomedical Corporation ("LICENSEE") and Fred Hutchinson
Cancer Research Center ("FHCRC"). The parties hereby agree as follows:

      1. Amendments. The Exclusive License Agreement dated August 12, 1992
between LICENSEE and FHCRC ("License Agreement") is amended as stated in this
Section.

            a.    In Sections 6.2 and 6.4, all references to "calendar year" are
                  revised to "contract year".

            b.    The fourth sentence in Section 6.4 is amended to read as
                  follows:

            "If royalties for any contract year do not equal or exceed the
            Minimum Royalty established in Article 5.3, LICENSEE shall include
            the balance of the Minimum Royalties for each year with the payment
            for the half year ending June 30."

      2. Effective Date and Construction. This Amendment is effective as of the
Effective Date. Except as specifically amended by this Amendment, the terms of
the License Agreement will remain in full force and effect. From and after the
Effective Date, references to the License Agreement will be deemed to mean the
License Agreement as amended by this Amendment.




FRED HUTCHINSON CANCER RESEARCH           ADEZA BIOMEDICAL CORPORATION
CENTER


/s/ Catherine J. Hennings                 /s/ Emory V. Anderson
-----------------------------             ------------------------------
Catherine J. Hennings                     Emory V. Anderson
Director, Technology Transfer             President


                                      -4-

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