DEFINITIVE
      MASTER AGREEMENT











BETWEEN











MDI
      ONCOLOGY, INC.








AND











EUCODIS
      FORSCHUNGS-und ENTWICKLUNGS GmbH











Dated
      as
      of





July
      29,
      2006





























i





**DEFINITIVE
      MASTER AGREEMENT**





This
      Definitive Master Agreement (“Agreement”) is made and entered into as of July
      29, 2006 by and between MDI Oncology, Inc. (“MDI”), a Delaware corporation,
      whose principal place of business is 1338 S. Foothill Drive, #266, Salt Lake
      City, Utah 84108 and Eucodis Forschungs - und Entwicklungs GmbH (“Eucodis”), an
      Austrian company whose principal place of business is Brunner Str. 59, 1230,
      Vienna, Austria (collectively MDI and Eucodis shall be referred to as the
“Parties”).





**RECITALS**





WHEREAS,
      MDI, through an asset purchase, has an ownership interest in a pharmaceutical
      product known as the “Product”;





WHEREAS,
      MDI wishes to have preclinical, clinical, manufacturing and all other
      development begun for the Product for purposes of either outlicensing and/or
      commercializing the Product;





WHEREAS,
      Eucodis has represented that it has the requisite expertise, understanding
      and
      scientific knowledge to undertake such development under the terms and
      conditions hereinafter set forth;





WHEREAS,
      MDI has disclosed the means by which it acquired the ownership rights to the
      intellectual property related to the Product and any risk or liabilities
      associated therewith and Eucodis has disclosed the extent of its experience
      in
      product development for the oncology field; and





WHEREAS,
      both Parties accept the representations made by the other, have executed a
      Letter of Intent and wish to enter into this Agreement whereby a license in
      the
      Field for the Eucodis Territory market is given by MDI to Eucodis and Eucodis
      shall pay certain agreed upon sums of money, engage in all development
      activities necessary to complete clinical trials as set forth herein and to
      then
      either outlicense the Product or proceed into Phase III through to
      commercialization.





NOW,
      THEREFORE, in consideration of the mutual covenants, agreements, representations
      and warranties herein, the Parties hereby agree as follows:





1.  **Definitions** .





1.1  **“Affiliate”** shall
      mean, with respect to any Person, any other Person controlling, controlled
      by or
      under direct or indirect common control with such Person. A Person shall be
      deemed to control a corporation (or other entity) if such Person possesses,
      directly or indirectly, the power to direct or cause the direction of the
      management and policies of such corporation (or other entity), whether through
      the ownership of voting securities, by contract or otherwise.





1.2  **“Agreement”** shall
      mean this Definitive Master Agreement and all Exhibits and Schedules attached
      hereto including the Letter of Intent (“LOI”) dated April 24, 2006, as the same
      may be amended or otherwise modified from time to time pursuant to the terms
      set
      forth herein. To the extent that the LOI contradicts this Agreement, this
      Agreement controls.


2








1.3  **“Bankrupt
      Company”** shall
      mean SaveTherapeutics AG, a German corporation from whom certain intellectual
      property was purchased by MDI, including, but not limited to, the
      Product.





1.4  **“Clinical
      Development Plan”** shall
      mean the outline and any and all amendments thereto made during the term of
      this
      Agreement, the initial copy of which has been tendered to MDI as part of the
      Conditions Precedent is attached hereto as Exhibit A and incorporated herein
      and
      made part of this Agreement along with all subsequent amendments.





1.5  “ **Confidential
      Information”** shall
      mean information owned by either Party in any medium, including oral, written
      or
      electronic, disclosed in connection with this Agreement, along with any trade
      secrets, business information, technical information, or marketing information
      that the Disclosing Party deems proprietary and has appropriately marked as
      such
      prior to disclosing such Confidential Information to the Receiving
      Party.





1.6  **“Disclosing
      Party”** shall
      mean a Party disclosing Confidential Information to another Party and may
      include MDI, Eucodis or both.





1.7  **“Eucodis
      Territory”** shall
      mean the EU and all those countries listed in Exhibit D attached hereto and
      made
      a part of this Agreement.




1.8  **“European
      Union”** or **“EU”** shall
      mean those countries which are members of the European Union at the time of
      the
      execution of this Agreement and including Croatia, Norway, Switzerland and
      Turkey.





1.9  **“European
      Union Directives and Regulations”** or **“EU
      Regulations” or “EU Directives”** shall
      mean all directives and regulations of the European Union and all directives
      and
      regulations of those European member countries related, or relevant to, drug
      development and commercialization.





1.10  **“FDA”** shall
      mean the United States Food and Drug Administration or any successor
      agency.





1.11  **“Facility”
      or “Facilities”** shall
      mean the site where Eucodis selects to have all manufacturing of the Product
      done.





1.12  **“Federal
      Food, Drug and Cosmetic Act”** or **“Act”** shall
      mean the federal statute so entitled and all regulations and guidance documents
      promulgated thereunder.





1.13  **“Field”** shall
      mean the development and commercialization of the Product for use in breast
      cancer and related breast cancer and mastalgy indications.


3





1.14  **“Good
      Manufacturing Practices”** or “GMP”
shall have the meaning set forth in the Act and the corresponding EU Directives.





1.15  **“Governmental
      Authority”** means
      any court, tribunal, arbitrator, agency, commission, official or other
      instrumentality of the United States, European Union or any other jurisdiction
      applicable to the subject matter contemplated in this Agreement.





1.16  **“Inadvertent
      Discovery”** shall
      mean any invention, patentable or not patentable, which directly and
      specifically relates to the Intellectual Property having application outside
      the
      Field, which is conceived, developed or reduced to practice by either Party
      during the term of this Agreement.





1.17  **“Intellectual
      Property”** shall
      mean the Product, any improvements thereto and all related inventions, rights
      in
      confidential information (including know-how and trade secrets) and any other
      intellectual property rights, now or hereafter owned, acquired or developed
      by
      or on behalf of MDI or MDI’s Affiliates or third party contractors to MDI, as
      the case may be, during the term of this Agreement, in each case whether
      registered or unregistered, and including all applications for and renewals
      or
      extensions of such rights, and all similar or equivalent rights or forms of
      protection.





1.18  “ **Net
      Revenues** ”
shall
      mean the gross cash receipts the Party or it Affiliate obtains from any
      unrelated third party in respect of the Product, including but not limited
      to
      royalties, milestone payments, upfront payments and lump sum
      payments.





1.19  **“MDI
      Territory”** shall
      mean the entire world and all its markets except for the Eucodis
      Territory.





1.20  **“Person”**   shall
      mean any individual or corporation, partnership, trust, incorporated or
      unincorporated association, joint venture or other entity of any
      kind.





1.21  **“Phase
      II”** and/or **“Phase
      III”** shall
      have the same meaning as set forth in the Act and/or the corresponding EU
      Directives for clinical trials. For purposes of this Agreement, all references
      to Phase II shall mean the completion of Phase II requirements for neo adjuvant
      breast cancer indication in the Field.





1.22  **“**   **Product”**shall
      mean the Formestane Cream, ointment, or topical application as set forth in
      the
      E.U. patent #PCT/EP01/12536
      and US patent#11-315003.


.


1.23  **“Recall”**   **,**with
      respect to any Product**,**shall
      mean a “recall”, “correction” or “market withdrawal”, as those terms are defined
      in 21 CFR 7.3, as the same may be amended from time to time, and shall include
      any post-sale warning or mailing of information regarding such Product,
      including those warnings or mailings described in 21 CFR 200.5.





1.24  **“Receiving
      Party”** shall
      mean a Party receiving Confidential Information and may include MDI, Eucodis
      or
      both.


4








1.25  **“Specifications”**     shall
      mean the specifications for the raw materials and packaging materials used
      in
      the manufacture and/or packaging of the Product and the specifications for
      the
      manufacture, processing and packaging of the Product, including all formula,
      know-how, materials requirements, standards of quality control, quality
      assurance and sanitation, as as soley determined by EUCODIS in Phase II and
      mutually agreed upon in writing by MDI and Eucodis after Phase III.





1.26  **“Steering
      Committee”** shall
      mean the committee formed pursuant to Section 13 of this Agreement.





**2.**  **Representations
      and Warranties of MDI** .
      MDI
      hereby represents and warrants to Eucodis as follows:





2.1  **Organization** .
      MDI is
      a corporation duly organized validly existing and in good standing under the
      laws of the State of Delaware, United States of America, and has all requisite
      power and authority to own its assets and to carry on its business as presently
      conducted. MDI purchased from the bankruptcy estate of the Bankrupt Company,
      as
      disclosed to Eucodis, the assets thereof, including, but not limited to, the
      Product.





2.2  **Authority** .
      MDI has
      all requisite power and authority to execute and deliver and perform its
      obligations under this Agreement and to consummate the transactions contemplated
      by this Agreement.





2.3  **Ownership** .
      MDI has
      engaged in disclosure and offered the documents it knows of, and which are
      in
      its possession concerning or related to the purchase of the Intellectual
      Property of the Bankrupt Company and the status of the transfer of those same
      assets to MDI from the Bankrupt Company. MDI further warrants that it has,
      to
      the best of its knowledge, responded to the inquiries by Eucodis concerning
      the
      subsequent assignment of such Intellectual Property and the pending litigation
      in Germany to effectuate the EU ownerships rights subsequent to MDI’s purchase
      of such Intellectual Property. MDI has provided to Eucodis updated information
      concerning the Status of the Intellectual Property as related to the Product
      in
      the Eucodis Territory, including but not limited to a copy of the draft
      complaint which MDI is contemplating filing in the German courts in order to
      perfect assignment of the Intellectual Property.





2.4  **Third
      Parties** .
      MDI
      represents and warrants that it has not granted a license for the Product,
      exclusive or otherwise to any other entity or company for the Field in the
      Eucodis Territory.





2.5  **Covenant** **.** MDI
      hereby covenants that it will continue to provide information, as it learns
      of
      such information, related to the Intellectual Property to Eucodis. MDI further
      covenants that it will pursue assignment of the such Intellectual Property
      where
      such assignment has not yet been effectuated in the Eucodis Territory. MDI
      will
      undertake those acts as may be commercially reasonable to maintain the patents
      in the Eucodis Territory which are in force or which may become enforceable
      by
      MDI, including but not limited to the United Kingdom, Germany, France, Austria,
      Italy and Spain. MDI shall pay all costs for patent filings necessary to protect
      or related to the Intellectual Property.


5





2.6  **Disclaimer.** All
      representations and warranties not expressly made herein, are deemed by the
      Parties not to have been made or are expressly disclaimed.





2.7  **Valid
      and Binding Agreement** .
      All
      acts and approvals required to be taken by or on the part of MDI (corporate
      or
      otherwise) necessary to enter into this Agreement, consummate the transactions
      contemplated by this Agreement and perform its obligations under this Agreement
      have been duly and properly taken by MDI. This Agreement has been duly and
      validly executed and delivered by MDI, and with it the legal, valid and binding
      obligation of MDI, enforceable against MDI in accordance with its terms, subject
      to applicable bankruptcy, insolvency and similar laws affecting creditors’
rights generally and to general principles of equity.





2.8  **No
      Violation , Etc.** The
      execution and delivery of this Agreement by MDI, the consummation by it of
      the
      transactions contemplated by this Agreement, and the performance by it of its
      obligations under this Agreement does not, and will not at all relevant times,
      (i) violate or conflict with any provision of the charter documents of MDI;
      (ii)
      violate, or conflict with, or result in a breach of any provision of, or
      constitute a default (or give rise to any right of termination, cancellation or
      acceleration) under, any of the terms, conditions or provisions of any agreement
      lease, instrument, obligation, understanding or arrangement to which MDI is
      a
      party or by which any of MDI’s properties or assets is subject, or (iii) result
      in a violation by MDI of any law to which MDI or any of its properties or assets
      are subject. There is no litigation, proceeding, investigation, arbitration
      or
      claim pending, or, to MDI’s knowledge, threatened against MDI, and there is, to
      MDI’s knowledge, no reasonable basis for any such action, which affects in whole
      or in part MDI’s ability to consummate the transactions contemplated by this
      Agreement or the performance of MDI’s obligations hereunder.





2.9  **Consents
      and Approvals; Transfer.** No
      permit, consent, approval or authorization of, or declaration, filing or
      registration with, any Governmental Authority or other third party is or will
      be
      necessary to be made or obtained by MDI in connection with (i) the execution
      and
      delivery by MDI of this Agreement, (ii) the consummation by it of the
      transactions contemplated under this Agreement, or (iii) the performance by
      MDI
      of its obligations under this Agreement except as set forth herein.




**3.**  **Representations
      and Warranties of Eucodis** .
      Eucodis
      hereby represents and warrants to MDI as follows:





3.1  **Organization** .
      Eucodis
      is a company duly organized, validly existing and in good standing under the
      laws of Austria and has all requisite power and authority to own its assets
      and
      to carry on its business as presently conducted.





3.2  **Authority** .
      Eucodis
      has all requisite power and authority to execute and deliver and perform its
      obligations under this Agreement and to consummate the transactions contemplated
      hereby, including the exclusive right to develop and commercialize the
      Product.


6





3.3  **Financing** .
      Eucodis
      hereby warrants and represents that it has the money available to pay MDI under
      Section 12.1 of this Agreement and that such payment will have priority over
      all
      other claims made as permitted by law.





3.4  **Due
      Diligence** .
      Eucodis
      represents and warrants that it has had ample opportunity to and in fact has
      engaged in extensive due diligence concerning the science of the Product, the
      business practices of the Bankrupt Company and any irregularities related
      thereto, and has reviewed all documents memorializing the science and transfer
      of the Intellectual Property. Eucodis further represents and warrants that
      prior
      to entering into this Agreement it has been fully informed of the pending
      litigation and/or dispute in Germany to effectuate all EU ownership rights
      in
      the Eucodis Territory in those countries which have not yet recognized MDI’s
      ownership in the Product. Eucodis represents, warrants and covenants that it
      fully aware of any risks attendant to MDI’s purchase from the Bankrupt Company
      and accepts such risks. Eucodis acknowledges that no valid Product patent will
      be obtained in either Portugal or Cypress, but that the license hereunder is
      extended to those countries.





3.5  **Conditions
      Precedent** .
      The
      Parties acknowledge that the following Conditions Precedent must have been
      performed and completed by Eucodis prior to the execution of this
      Agreement:





a)  Eucodis
      has provided MDI evidence that it has the funds to make the payments to MDI
      as
      set forth in Section 12.1 herein;





b)  Eucodis
      has provided MDI a copy of the data concerning the potential market for the
      Intellectual Property which Eucodis has provided to its investors which is
      attached as Exhibit B hereto;





c)  Eucodis
      has provided to MDI any and all information that it has obtained on work
      commissioned by the Bankrupt Company concerning the development of the Product
      which is attached as Exhibit C hereto; and





d)  Eucodis
      has provided to MDI its outline plan to finance the Clinical Development Plan
      and to make the milestone payments set forth in Section 12.1 herein.





3.6  **Covenant** .
      Eucodis
      hereby covenants that it will continue to provide information as it learns
      of
      such information to MDI, related to the Intellectual Property. Eucodis further
      covenants that a complete Clinical Development Plan will be delivered to MDI
      within ninety days of execution of this Agreement and Eucodis further covenants
      that updates of that Plan will be provided to MDI as the Clinical Development
      Plan is amended throughout the term of this Agreement.





3.7.  **Disclaimer.** All
      representations and warranties not expressly made herein, are deemed by the
      Parties not to have been made and expressly disclaimed.





3.8.  **Valid
      and Binding Agreement** .
      All
      acts and approvals required to be taken by or on the part of Eucodis (corporate
      or otherwise) necessary to enter into this Agreement, consummate the
      transactions contemplated by this Agreement and perform its obligations under
      this agreement have been duly and properly taken by Eucodis. This Agreement
      has
      been duly and validly executed and delivered by Eucodis, and it is the legal,
      valid and binding obligation of Eucodis, enforceable against Eucodis in
      accordance with its terms, subject to applicable bankruptcy, insolvency and
      similar laws affecting creditors’ rights generally and to general principles of
      equity.


7





3.9.  **No
      Violation , Etc.** The
      execution and delivery of this Agreement by Eucodis, the consummation by it
      of
      the transactions contemplated by this Agreement, and the performance by it
      of
      its obligations under this Agreement does not, and will not at all relevant
      times, (i) violate or conflict with any provision of the charter documents
      of
      Eucodis, (ii) violate, or conflict with, or result in a breach of any provision
      of, or constitute a default (or give rise to any right of termination,
      cancellation or acceleration) under, any of the terms, conditions or provisions
      of any agreement lease, instrument, obligation, understanding or arrangement
      to
      which Eucodis is a party or by which any of Eucodis’ properties or assets is
      subject, or (iii) result in a violation by Eucodis of any law to which Eucodis
      or any of its properties or assets are subject. There is no litigation,
      proceeding, investigation, arbitration or claim pending, or, to Eucodis’
knowledge, threatened against Eucodis, and there is, to Eucodis’ knowledge, no
      reasonable basis for any such action, which affects in whole or in part Eucodis’
ability to consummate the transactions contemplated by this Agreement or the
      performance of Eucodis’ obligations hereunder.





3.10.  **Consents
      and Approvals; Transfer.** No
      permit, consent, approval or authorization of, or declaration, filing or
      registration with, any Governmental Authority or other third party is or will
      be
      necessary to be made or obtained by Eucodis in connection with (i) the execution
      and delivery by Eucodis of this Agreement, (ii) the consummation by it of the
      transactions contemplated under this Agreement, or (iii) the performance by
      Eucodis of its obligations under this Agreement.




**4.**  **Grant
      of Licensing/Commercialization Rights** .





4.1.   **Grant** .
      Subject
      to the terms and conditions set forth in this Agreement, MDI hereby grants
      Eucodis the exclusive license to develop, manufacture and commercialize the
      Intellectual Property of the Product in the Eucodis Territory for use in the
      Field with the right to outlicense after completion of Phase II. The Parties
      agree that both the Eucodis Territory and the Field may be expanded upon the
      written agreement of the Parties. MDI agrees that prior to engaging in
      discussions with any other third party for a license which would otherwise
      have
      the effect of expanding the Field in the Eucodis Territory, MDI will notify
      Eucodis that such discussions will take place and Eucodis may request within
      five days of MDI’s notice, that MDI engage in similar discussions with Eucodis.
      This grant is limited by the description and the uses contained within the
      Product’s patent as filed in the Eucodis Territory. Eucodis further acknowledges
      and accepts that as part of this grant of exclusive license in for the Field
      in
      the Eucodis Territory, Eucodis is obligated to develop, manufacture and complete
      all preclinical and clinical testing up to the completion of Phase II as set
      forth in the Clinical Development Plan which is attached hereto as Exhibit
      A, by
      June 1, 2009. The Parties hereto expressly acknowledge that nothing in this
      grant of license, nor within the terms of this Agreement shall have the effect
      of transferring ownership of the Intellectual Property from MDI to Eucodis
      or
      any other third party.


8








4.2.      **Term**.
      The
      grant of the license as set forth herein, shall continue throughout the life
      of
      the Product’s patent and any extensions thereto or as long as Eucodis is under
      obligation to pay royalties.





4.3  **Improvements,
      New Inventions and First Refusal** .
      The
      Parties recognize that as a result of preclinical and clinical development,
      improvements or new inventions may be discovered by one Party or the other
      or by
      a third party contracted to perform work related to the Product. All such know
      how, improvements and intellectual property which shall be the direct or
      indirect result and related to the development or manufacture or
      commercialization of the Product shall belong solely to MDI. Eucodis shall
      use
      commercially reasonable to obtain all necessary executed documents from any
      contracted third party acknowledging this Intellectual Property ownership right
      to the extent allowed by applicable law. Eucodis shall have the exclusive
      license with no incremental royalties owed and due MDI beyond that which is
      set
      forth herein, to use any such technology, know-how or improvements for the
      Product, however, both Parties shall have a paid up right to use such
      technology, know-how, or improvements after the termination of this Agreement
      for whatever reason without any territiorial restrictions. However during the
      development of the Product, the Parties recognize that Eucodis and/or any of
      its
      subcontractors may make an Inadvertent Discovery outside the Field of an
      unrelated non-oncology improvement or new use for the Product which shall have
      value and meaning to both Parties. The Parties agree that in the event of such
      Inadvertent Discovery, the new invention shall be submitted to the Steering
      Committee for evaluation of market value, to oversee the process of protecting
      the new invention through patent filings (where applicable) and to establish
      a
      value for such Inadvertent Discovery. MDI shall have the first opportunity
      to
      purchase Eucodis’s half of the Inadvertent Discovery at half the value
      established by the Steering Committee. Eucodis will have the right to purchase
      MDI’s half interest at the value established by the Steering Committee if MDI
      does not exercise its right to buy the Inadvertent Discovery within 120 days
      of
      value being established by the Steering Committee. The Inadvertent Discovery
      shall be jointly owned by the Parties, unless either Party wishes to sell its
      half interest to the other at the fair market value of the Inadvertent Discovery
      as determined by the Steering Committee. However, for as long as the Inadvertent
      Discovery is owned jointly by the Parties, the Parties shall share equally
      all
      costs for any patent filings necessary to protect the Inadvertent Discovery
      as
      well as costs of preclinical and clinical work to commercialize the Inadvertent
      Discovery. Eucodis shall have an ongoing obligation to notify MDI in writing
      of
      any and all improvements, new inventions and Inadvertent Discoveries.




4.4      **Data
      Collection**.




4.4.1
      The
      Parties acknowledge that during the term of this Agreement that data will be
      generated and collected related to the science, method of use, and method of
      action of the Product. The Parties further acknowledge that that data is
      proprietary to the Product and for purposes of this Agreement shall be deemed
      integral to the protection of the Intellectual Property. All data created or
      collected by Eucodis during the development of the Product, shall be placed
      in a
      format and form by Eucodis which shall be acceptable to the FDA and shall be
      the
      property of MDI subject to a license to Eucodis for the right to use such data
      for purposes of this Agreement. Eucodis’ ownership of such data shall be limited
      to the grant of this license under this agreement. Should the data collected
      by
      Eucodis and used by MDI for filing with the FDA in the United States be deemed
      unacceptable to the FDA, by the FDA and require additional work or data, such
      additional work or data generation and collection (as well as testing if
      required by the FDA) shall be done at Eucodis’ cost provided that MDI only files
      for the same indications in the U.S. as Eucodis files for in the Territory.
      At
      no time shall Eucodis be held responsible for additional FDA costs where such
      costs are the result of unanticipated regulatory changes by the FDA and which
      have not been published to the public prior to that change, Should MDI learn
      of
      FDA regulatory changes it will notify Eucodis of such changes in a timely manner
      however, this in no way abrogates Eucodis’ obligations hereunder. Upon the
      termination of this Agreement and no renewal hereof, all such data shall be
      promptly returned to MDI unless otherwise agreed to in writing by the
      Parties.


9









4.5  **License
      Reversion** .
      The
      Parties acknowledge that time is of the essence to the value of this License
      as
      well as the leadership of Wolfgang Schoenfeld at Eucodis. Therefore, if any
      of
      the following events occur, MDI shall have the unilateral right to terminate
      this Agreement upon thirty (30) days written notice to Eucodis which shall
      only
      be given after the expiration of the cure period where one is provided for
      herein, at no cost to MDI except for paragraph (d) in this Section 4.6 which
      shall subject to an immediate termination:




a)
      should
      at any point, Wolfgang Schoenfeld, resign or be involuntary removed for other
      reasons other than permanent disability or death from his current role as Chief
      Executive Office of Eucodis before completion of Phase II or prior to December
      31, 2007 whichever is earlier; or




b)
      should
      Eucodis fail to have permission of the appropriate regulatory bodies in the
      Eucodis Territory to begin clinical trials of the Product as set forth in the
      Clinical Development Plan and
      Eucodis fails to cure this breach to the reasonable satisfaction of MDI, within
      sixty days after either delivery to MDI of written notice of the breach or
      upon
      MDI’s discovery of such breach and written notice is given to Eucodis; or




c)
      should
      Eucodis fail to complete Phase II clinical trials as defined by the Act with
      all
      data collected and evaluated in a form acceptable to EU regulatory authorities
      in the Eucodis Territory and the FDA as set forth in the Clinical Development
      Plan and Eucodis fails to cure this breach to the reasonable satisfaction of
      MDI, within sixty days after either delivery to MDI of written notice of the
      breach or upon MDI’s discovery of such breach and written notice is given to
      Eucodis; or




d)
      should
      Eucodis suspend or discontinue its business operations or make any assignment
      for the benefit of its creditors or commence voluntary proceedings for
      liquidation in bankruptcy, or admit in writing its inability to pay its debts
      generally as they become due, or consent to the appointment of a receiver,
      trustee or liquidator of all or any part of its property, or if there is an
      execution sale of a material portion of its assets or if involuntary bankruptcy
      or reorganization proceedings are commenced against Eucodis or any of its
      properties or if a receiver or trustee is appointed for Eucodis or any of its
      properties and such proceedings are not discharged within thirty (30)
      days.




However,
      if Eucodis is unable to cure the breaches in 4.6(b) and/or(c) because there
      has
      been a unanticipated change to the EU Directives, which had not been published
      to the public prior to that change, then MDI shall still give receive/notice
      as
      provided in those paragraphs 4.6 (b) and (c) but the cure period shall be extend
      for a reasonable period of time not to exceed a total cure period of one hundred
      twenty days.


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Should
      any of these events occur and MDI exercise its right to terminate this
      Agreement, all rights concerning the Intellectual Property including but not
      limited to, all rights to data and Inadvertent Discoveries revert back to or
      become the sole property of MDI and MDI shall bear the costs of transferring
      the
      data and the Intellectual Property hereunder and, should it to do so, assumption
      of the assignment of any subcontracts hereunder.




Should
      the Agreement terminate under 4.6(b) and/or (c) above due to a failure of
      Eucodis which was caused by the reasons out of its reasonable control, MDI
      and
      Eucodis will in good faith negotiate what reasonable costs are reimbursable
      to
      Eucodis.




Should
      MDI suspend or discontinue its business operations or make any assignment for
      the benefit of its creditors or commence voluntary proceedings for liquidation
      in bankruptcy, or admit in writing its inability to pay its debts generally
      as
      they become due, or consent to the appointment of a receiver, trustee or
      liquidator of its property obtained from the Bankrupt Company, or if there
      is an
      execution sale of a material portion of its assets purchased from the Bankrupt
      Company or if involuntary bankruptcy or reorganization proceedings are commenced
      against MDI or if a receiver or trustee is appointed for MDI or any of its
      properties purchased from the Bankrupt Company and such proceedings are not
      discharged within thirty days, Eucodis will have the right to terminate this
      Agreement and if termination occurs, Eucodis shall, in addition to the rights
      set forth in 15.2 ( c ) below, have the right, as directed by the liquidator,
      trustee or receiver, to purchase the Intellectual Property known as the Product
      for fair market value.







**5.**  **Out
      Licensing** .





5.1  **Royalties** .
      In the
      event that Phase II clinical trials are completed and the Product is out
      licensed to a third party for any indication in the Field for the Eucodis
      Territory, Eucodis shall pay royalties to MDI the percentage of Net Revenues
      received by Eucodis from a third party outlicense as set in 5.1.1 herein. MDI
      will be paid by Eucodis its percentage of Net Revenue in United States dollars.
      When Net Revenue is paid to Eucodis in Currency other than United States
      dollars, the rate of exchange to be used for converting such other currency
      into
      United States dollars shall be at the exchange rates stated in the Wall Street
      Journal on the date that payment is received by Eucodis. All costs to convert
      the currency into United States dollars will belong to Eucodis. The amount
      payable to MDI is due to MDI ten days after the month ending in which the
      payment was received by Eucodis. Any tax paid or required to be withheld by
      Eucodis for the benefit of MDI on any payments payable to MDI under this
      Agreement shall be deducted from the amount of payments otherwise due MDI.
      No
      outlicense shall be for longer than the term of this Agreement and at the end
      of
      that out license all rights remaining in the Intellectual Property, data of
      any
      kind related to the Intellectual Property and any other information about the
      market for the Intellectual Property must revert back to MDI unless otherwise
      agreed to, in writing, by MDI. For purposes of this section 5 of this Agreement,
      the Product shall be deemed to remain in Phase II until the following three
      events have all occurred: i) the Steering Committee has agreed on a Phase III
      clinical trial plan and cost estimate attendant thereto; ii) both Eucodis and
      MDI have secured funding for fifty percent (50%) each of the costs of Phase
      III;
      and iii) the appropriate regulatory bodies have approved the Phase III Clinical
      Trial protocol and have consented to entry into the clinic to commence Phase
      III
      Clinical Trials.


11







5.1.1  Should
      Eucodis negotiate an out license for the Eucodis Territory at the end of Phase
      II, the Parties agree that the royalty payments and any upfront payments
      received from the outlicensor shall be paid as set forth in this paragraph
      5.1.1.














Net
                Revenue Received by Eucodis from Third Party Out-License in EU
                Market
            Cumulative
                Net Revenue Received by Eucodis from Third Party Out-License in EU
                Market
            %
                of Net Revenue Retained by Eucodis
            %
                of Net Revenue Paid to MDI as Royalty
            Eucodis
                Net Cash after Payment of MDI Royalty
            MDI
                Royalty Payment0-40,000,000
            40,000,000
                €
            90%
            10%
            36,000,000
                €
            4,000,000
                €40,000,001-80,000,000
            80,000,000
                €
            85%
            15%
            34,000,000
                €
            6,000,000
                €80,000,001-120,000,000
            120,000,000
                €
            80%
            20%
            32,000,000
                €
            8,000,000
                €120,000,001-160,000,000
            160,000,000
                €
            75%
            25%
            30,000,000
                €
            10,000,000
                €160,000,001-200,000,000
            200,000,000
                €
            70%
            30%
            28,000,000
                €
            12,000,000
                €200,000,001-240,000,000
            240,000,000
                €
            65%
            35%
            26,000,000
                €
            14,000,000
                €240,000,001-280,000,000
            280,000,000
                €
            60%
            40%
            24,000,000
                €
            16,000,000
                €280,000,001-320,000,000
            320,000,000
                €
            55%
            45%
            22,000,000
                €
            18,000,000
                €320,000,001-360,000,000
            360,000,000
                €
            50%
            50%
            20,000,000
                €
            20,000,000
                €Thereafter
            50%
            50%











5.1.2  Should
      the Steering Committee decide to move forward with a Phase III Clinical Trial
      the cost of the Phase III Clinical Trial shall be borne by the Parties on a
      fifty percent (50%) each basis. Should Eucodis negotiate an out license for
      the
      Eucodis Territory at the end of Phase III, the Parties agree that the royalty
      payments and any upfront payments received from the outlicensor shall be paid
      as
      set forth in this paragraph 5.1.2. In the event of no third party license,
      any
      and all drafting and filing costs incurred in preparing the documents to be
      filed with the E.U. Governmental Authorities seeking approval to market shall
      be
      borne equally by the Parties.


12








Net
                Revenue Received by Eucodis from Third Party Out-License in EU
                Market
            Net
                Revenue Received by Eucodis from Third Party Out-License in EU
                Market
            Cumulative
                Net Revenue Received by Eucodis from Third Party Out-License in EU
                Market
            %
                of Net Revenue Retained by Eucodis
            %
                of Net Revenue Paid to MDI as Royalty
            Eucodis
                Net
              Cash
                after
              Payment
                of
              MDI
                Royalty
            MDI
                Royalty
              Payment60,000,000
                €
            0-60,000,000
            60,000,000
                €
            90%
            10%
            54,000,000
                €
            6,000,000
                €60,000,000
                €
            60,000,001-120,000,000
            120,000,000
                €
            85
            15
            51,000,000
                €
            9,000,000
                €60,000,000
                €
            120,000,001-180,000,000
            180,000,000
                €
            85
            15
            51,000,000
                €
            9,000,000
                €60,000,000
                €
            180,000,001-204,000,000
            240,000,000
                €
            85
            15
            51,000,000
                €
            9,000,000
                €60,000,000
                €
            240,000,001-300,000,000
            300,000,000
                €
            70
            30
            42,000,000
                €
            18,000,000
                €60,000,000
                €
            300,000,001-360,000,000
            360,000,000
                €
            65
            35
            39,000,000
                €
            21,000,000
                €Thereafter
            65
            35
            288,000,000
                €
            72,000,000
                €80%
            20%










5.1.3  Should
      the Parties agree to allow Eucodis to commercialize the Product before such
      commercialization occurs, the Steering Committee must meet and agree that
      commercialization is feasible within the EU Territory as expanded in Exhibit
      D
      attached hereto and made part of this Agreement, and that Eucodis has the
      resources and ability to commercialize the Product. The Parties agree to
      negotiate in good faith the terms of the commercialization but in no event
      shall
      the monetary terms of the commercialization fail to adequately reimburse the
      Parties for each of the Parties Phase III clinical trial costs. If the
      management teams of each of the Parties cannot reach agreement on the
      commercialization terms within a commercially reasonable time then the
      commercialization issues and any and all terms agreed upon and at issue shall
      be
      turned over to the Chief Executive Officers of each of the Parties who shall
      then have thirty days from the date of receipt to reach agreement. If the Chief
      Executive Officers cannot reach agreement within the thirty days, the Parties
      shall name a mutually agreed upon mediator within ten days and if the Parties
      cannot agree on a mediator then each side shall name a mediator which shall
      jointly mediate to resolution. If only one mediator is used, the Parties shall
      share the cost of such mediator and if two mediators must be named then each
      Party shall bear the cost of its named mediator. Mediation shall take place
      in
      the United States. Any terms and conditions of commercialization regardless
      of
      how agreement on such terms and conditions are reached, must be acceptable
      to
      MDI and their consent to those terms cannot be unreasonably
      withheld


13





5.2  **Approval** .
      MDI
      shall have the final right of approval on any out licensing deal, such approval
      shall not be unreasonably withheld. Under no circumstance shall Eucodis consider
      or enter into discussion concerning an out licensing deal prior to the
      completion of Phase II clinical trials without the prior written consent of
      MDI.
      Eucodis agrees to inform MDI immediately of any outlicense deal it is
      contemplating and the terms thereof prior to engaging in negotiations. No
      letters of intent or any other binding or nonbinding documents shall be executed
      by Eucodis related to an outlicense for the Product in the Eucodis Territory
      without first providing a copy of such document to MDI and MDI having an
      opportunity to comment thereon.





5.3  **Global
      License** .
      The
      grant of the license as set forth in this Agreement, to Eucodis is subordinate
      to MDI’s ability to execute a global license deal which would include the
      Eucodis Territory. MDI shall control and lead all global licensing negotiations
      and Eucodis shall have the right to be reasonably involved in the process.
      Eucodis expressly agrees that should it be approached by a third party
      interested in a global license that such third party must be referred to MDI
      immediately. MDI expressly agrees that should it be approached by a third party
      interested in a global license, MDI will immediately inform Eucodis. If MDI
      executes a global license Eucodis shall be entitled to a percentage of the
      global license which reflects the percentage of the EU for the Product in the
      Field in the global market. This market percentage shall be the average of
      three
      leading market share reports, selected by the Steering Committee, reflecting
      the
      value of the Products market. MDI and Eucodis will share the Net Revenues from
      the global licensor according to market share percentages which accurately
      reflects the percentage of the EU for the Product in the Field in the global
      market.





5.4  **Audit
      Rights** .
      MDI has
      the right to ask for an audit of all costs incurred by Eucodis in Phase II,
      and/or royalties and any other payments made to Eucodis by the licensor of
      any
      out license contemplated hereunder. Eucodis will grant an independent certified
      public accountant, selected by MDI and reasonably acceptable to Eucodis which
      acceptance shall not be unreasonably withheld, access to all Eucodis books
      and
      records relevant to this Agreement necessary to verify the accuracy of reports
      provided, royalties paid and costs incurred under this Agreement. MDI must
      provide at least ten business day’s written notice to Eucodis prior to the
      commencement of the audit and may not audit Eucodis more than once a year
      without good cause. The audit shall initially be at MDI’s expense, however,
      should the audit reveal that monies are owed MDI, as a result of this audit,
      then Eucodis must pay those monies within ten days plus 7% interest from the
      time the monies were originally due. If an inaccuracy in the payments to MDI
      is
      greater than five percent (5%), Eucodis shall pay the cost of the
      audit.





5.5  **Termination** .
      The
      duration of the Agreement and therefore the payment obligations of Eucodis
      shall
      last until the expiration of the last relevant Product patent in the Eucodis
      Territiory and for one year thereafter if MDI’s Intellectual Property is still
      substantial and confidential, or unless otherwise terminated under the
      termination provisions contained in Section 16 of the Agreement. Nothing here
      shall be deemed to limit the Parties rights to negotiate a subsequent license
      and marketing agreement for the Territory once this Agreement
      terminates.








14





**6.**  **Ownership;
      Trademarks; Proprietary Information** .





6.1  **Ownership**       .
      Any
      trademarks, trade names, brand names, patents, slogans, logos, copyrights,
      trade
      dress, know-how and goodwill associated with the Product shall be the sole
      and
      exclusive property of MDI, including but not limited to any improvements or
      modifications to this property for the Product in the Field and shall be held
      in
      confidence by Eucodis for MDI’s sole benefit in the development and/or the
      operation of manufacturing processes with respect to the Product. Eucodis shall
      disclose to MDI and receive the approval of MDI with respect to all such
      improvements or modifications relating to the manufacturing, and/or packaging
      process of the Product or use of the Products developed by Eucodis. Eucodis
      shall have no right or license to use any such rights at any time before, during
      or after the Term of this Agreement, except as necessary for the manufacture,
      processing, packaging and supply of Product to MDI hereunder.





(a)  It
      is
      agreed that MDI is the sole owner of any and all Specifications supplied or
      paid
      for by MDI, and Eucodis shall not use any such Specifications except in
      connection with its performance under this Agreement.





(b)  The
      provisions of this Section 6.1 shall survive the termination or expiration
      of
      this Agreement.





(c)  The
      parties agree that they shall jointly own all preclinical and clinical trial
      documents, any and all documents filed with the E.U. regulatory approval boards,
      and all marketing materials developed by Eucodis for the Product in the Field
      for use in the Eucodis Territory. However, Eucodis agrees that all such
      documents listed herein shall only be used for those purposes set forth herein.





6.2  **Assignment
      of Rights** .
      MDI
      shall use commercially reasonable efforts to continue to pursue the assignment
      of the patent rights in the Product to the extent such assignment has not yet
      been effectuated in the Eucodis Territory.





6.3  **Information
      Sharing** .
      Each
      Party shall promptly share with the other Party any additional information
      it
      gains relating to the Intellectual Property.





**7.**    **Confidentiality**       The
      terms and conditions of this Agreement (but not its existence) are Confidential
      Information that shall not be disclosed to third parties without the written
      consent of MDI and Eucodis with the exception of any regulatory filings, press
      releases as set forth in Section 18.11, or disclosures to investors that the
      Parties may be required to make under either US, EU or any other relevant
      countries’ laws and regulations.





7.1  Access
      to
      Confidential Information shall be limited to the respective employees and
      consultants of the Parties and their counsel unless a confidentiality and
      nondisclosure agreement is executed by any third party prior to such disclosure.





7.2  This
      Confidential Information is to be used for the sole purpose of carrying out
      the
      purposes of this Agreement.


15








7.3  The
      Party
      disclosing the Confidential Information shall use it best efforts to ensure
      that
      the recipient of the Confidential Information shall not disclose it to any
      other
      individual entity, or cause or allow such Confidential Information to be
      disclosed, except that he or she may discuss the Confidential Information with
      other employees, consultants, or attorneys who have been identified the Parties
      as necessary to receive it.





7.4  To
      the
      extent that a nonparty is provided documents which contain or are Confidential
      Information by a Party for purposes of developing, manufacturing or the running
      of clinical trials, such documents are not to be photocopied, scanned or
      reproduced in any other way, and are to be returned to the Disclosing Party
      upon
      its request, with the exception of permissible reproduction for a single
      archival copy to be maintained as Confidential Information by the Receiving
      Party if such Receiving Party is either a Party hereto or is required by the
      Act
      or other relevant laws and regulations to retain a copy.





7.5  Neither
      Party will assert that anything disclosed or discussed constitutes a waiver
      of
      attorney-client privilege or attorney work-product.





7.6  This
      Agreement shall not apply to: (i) information produced or disclosed in discovery
      in subsequent litigation between the parties, should that materialize, (ii)
      information which now or hereafter becomes generally known or available to
      the
      public without Receiving Party’s breach of any obligation owed to the Disclosing
      Party, or (iii) information which was in the possession of the Receiving Party
      prior to execution of this Agreement and which was not previously obtained
      by
      the Receiving Party from the Disclosing Party, and is so documented by the
      Receiving Party prior to the date of this Agreement, or (iv) information that
      comes into possession of the Receiving Party after execution of this Agreement
      from a third party having legal right to disclose such information, or (v)
      information that is independently developed by or for the Receiving Party
      without aid or reference to the disclosed Confidential Information of the
      Disclosing Party; or (vi) information that is disclosed in a press release
      agreed to by both Parties, or information that Parties otherwise agreed in
      writing to publish. Provided however, that disclosure of information otherwise
      the subject of this Agreement that is provided to customers and potential
      customers, in furtherance of the purpose of this Agreement or other agreements
      between the parties, shall not be considered to remove such Confidential
      Information from the subject matter of this Agreement.





7.7  If
      a
      party breaches any of its obligations with respect to confidential and
      unauthorized use of Confidential Information hereunder, the non-breaching party
      shall be entitled to equitable relief to protect its interest therein, including
      but not limited to injunctive relief, as well as money damages notwithstanding
      anything to the contrary contained herein.





**8.**  **Development
      and Clinical Work** .





8.1  **Co-Development
      License** .
      Integral to this license is an obligation of Eucodis to develop the Product
      for
      the EU while capturing data in a form which will be acceptable to the FDA.
      Such
      license shall include, but is not limited to, specific and articulated rights
      as
      to the development of the Product, the completion of all necessary preclinical
      and clinical work through Phase II clinical trials as defined by the Act,
      payment for and the acquisition of all CMC data performed prior to MDI’s
      purchase of the Product as per Section 8.2 below, and entry into the clinic
      for
      purposes of performing clinical trials.


16








8.2  **Data
      Collection** .
      The
      Parties hereto acknowledge that there are certain companies which currently
      possess necessary Product data including, but not limited to, data constituting
      the Drug Master File as defined within the Act, reports of studies with
      supporting data already completed and stability data which Eucodis should
      obtain. The Parties further acknowledge that this prior work resulting in this
      information was included in MDI’s asset purchase from the Bankrupt Company and
      that outstanding unpaid bills have caused such data and information to be held
      by those companies owed money by the estate of the Bankrupt Company. Eucodis
      shall pay up to Euro 70,000 from its own finances with no back charge to MDI
      in
      order to obtain the data referred to in herein. Should either Eucodis or MDI
      discover that there is additional necessary scientific data which was
      commissioned by the Bankrupt Company for which funds in excess of Euro 70,000
      are needed, then the Chief Executive Officers of each of the parties shall
      meet
      to determine whether to incur the expense and how to apportion the cost. If
      the
      Chief Executive Officers cannot agree on the need for the expenditure, then
      they
      may submit it to the Steering Committee for resolution.





8.3  **Protocols** .
      Any and
      all preclinical and clinical trial protocols used by Eucodis for purposes of
      obtaining EU drug approval, must meet the FDA guidelines for acceptance of
      clinical data from trials performed outside of the United States. Eucodis shall
      provide copies of all such protocols to MDI upon completion of the drafting
      of
      the protocols prior to commencement of the clinical trials pursuant to those
      protocols.





8.4  **Right
      to Audit the Data** .
      In
      accordance with the applicable privacy regulations, each Party shall have the
      right, throughout the term of this Agreement, to audit any and all preclinical
      and clinical trial work being performed, either directly or indirectly related
      to the Intellectual Property. The audit shall be at the expense of the auditing
      Party. Should the auditing Party learn, as a result of the audit, discrepancies
      or errors in data collection or compliance with regulations under the Act,
      then
      the auditing Party shall notify the other Party in writing of these
      discrepancies and or errors and the nonAuditing Party shall correct these
      discrepancies and errors at its own costs. Nothing herein shall be deemed a
      waiver of Eucodis obligation hereunder to supply data which is acceptable to
      the
      FDA and meets the requirements as set forth in the Act and the ensuing
      regulations. If MDI does not inform Eucodis on any discrepancies and/or errors,
      it is understood that data are acceptable and meet the requirements of FDA
      and
      Eucodis shall not be liable for any cost of eventual later action or studies
      required by FDA.





**9.**  **Manufacturing** .





9.1  **Exclusive
      Right** .
      Integral to the exclusive license hereunder, Eucodis shall be solely responsible
      for the manufacture the Product for the Eucodis Territory while ensuring that
      there is sufficient supply for all stages of preclinical and clinical
      development in accordance with the clinical Development Plan for the concurrent
      development in the United States. Eucodis shall enter in to an agreement with
      a
      contract manufacturer which meets all FDA cGMP requirements and the corollary
      EU
      requirements. Eucodis shall not select a contract manufacturer which has failed
      and FDA site inspection, which is incapable of passing such FDA site inspection
      and which cannot manufacture per Product specifications, meet storage
      requirements, perform quality tests and checks. Eucodis shall notify MDI when
      it
      enters into such an agreement and shall ensure the integrity of all MDI’s
      Intellectual Property, proprietary business information and the non disclosure
      thereof. Eucodis shall have the responsibility for managing the contract
      manufacturer including the protection of the Product as an MDI asset. Eucodis
      shall be responsible for working with the manufacturer in collecting and
      ensuring that all API and Batch as those terms are defined in the Act and other
      manufacturing records for the European Union comply with all FDA and EU
      requirements.


17








9.2  **Purchase
      and Installation of Equipment** .
      The
      installation, qualification and maintenance of all equipment at the
      manufacturing Facility shall be conducted in accordance with all applicable
      laws, rules and regulations and any relevant specifications.




9.3  **Purchase
      of Labels and Packaging** .
      Eucodis
      shall develop all label and packaging specifications ensuring that such labels
      and packaging comport with the applicable EU requirements which are necessary
      for transporting the Product to the preclinical or clinical sites.




9.4  **Agreement
      to Supply** .
      During
      preclinical and clinical development of the Product MDI will purchase its
      Product from Eucodis. MDI shall be entitled to a discount off purchase price
      as
      set forth herein. Subject
      to the terms and conditions of this Agreement, MDI shall be able to obtain
      the
      Product produced under Agreement at Eucodis’cost plus ten percent (10%). Cost
      plus ten percent shall not include any shipping, administrative costs or
      handling costs incurred by either Eucodis or the contract manufacturer. The
      sum
      of cost plus ten percent shall be determined by the Eucodis invoice from the
      contract manufacturer to Eucodis plus ten percent and a copy of such invoice
      must be attached to the Eucodis invoice to MDI for the Product requested by
      MDI.




9.5  **Required
      Tolerance** .
      Eucodis
      shall ensure that the Product is manufactured and packaged pursuant to the
      Product Specifications and as required by the applicable Governmental
      Authorities.





9.6  **Quantitative
      and Qualitative Defects**       .
      MDI
      shall be informed by Eucodis in writing of any claims relating to quantitative
      and qualitative defects in the manufacture of the Product within fifteen (15)
      days following actual receipt of such claims. If the claims call into question
      the safety of the Product then Eucodis must immediately notify MDI and an
      investigation must be undertaken within 24 hours and completed in seven days.
      A
      written report shall be prepared by Eucodis and given to MDI. Within this 15
      days, Eucodis must conduct an investigation of any such claims and notify MDI
      in
      writing of the outcome of this investigation. In the event that the defect
      is a
      quantitative defect related to Product requested by MDI, Eucodis shall provide
      MDI with any missing quantities of such Product as soon as reasonably possible
      after receipt of notice from MDI. MDI shall only be obligated to pay for actual
      quantities of Product received by MDI.





9.7**Inventory**       .
      Eucodis
      will keep adequate inventories of Product materials on hand or with suppliers
      according to the Clinical Development Plan and any quantities in inventory
      which
      comply with the requirements of the Act.


18





9.8  **Product
      for Clinical Trials** .
      Eucodis
      shall ensure that there is a sufficient supply of the Product according to
      the
      Development Plan for use in both the EU and the United States clinical trials
      and for sampling should MDI require such samples.





9.9  **Inspections
      and Audits**       .
      MDI
      shall have reasonable access to the manufacturing Facility for the purpose
      of
      conducting inspections, performing quality control audits or witnessing the
      processing, storage or transportation of Product or materials related to or
      used
      in the manufacture or packaging of Product, and MDI shall have access to the
      results of any Product tests performed by the contract manufacturer. MDI shall
      also be permitted to audit the manufacturing batch records to the extent
      reasonably necessary to verify compliance with applicable Act requirements
      and
      this Agreement.





9.10  **Government
      Inspections, Seizures and Recalls**       .
      If the
      FDA or any other federal, state or local governmental authority or EU authority
      makes an inspection at the contract manufacturer’s Facility which involves any
      Product, or seizes Product or requests a recall of Product, Eucodis shall
      promptly send retained samples of Products seized by such authority and
      duplicate reports relating to such inspections and send a copy to MDI. Eucodis
      shall be responsible for interacting with the EU regulators to cure any issues
      created by the inspection, seizure or recall and shall assist MDI in curing
      any
      issues with the FDA which are the result of the inspection, seizure and recall.





9.11   **Legal
      and Regulatory Filings and Requests**       .
      Eucodis
      and MDI shall cooperate and be diligent in responding to all requests for
      information from, and in making all required filings with, regulatory
      authorities having jurisdiction to make such requests or require such filings.
      Eucodis shall obtain and comply with all licenses, consents, permits and
      regulations which may from time to time be required by appropriate legal and
      regulatory authorities with respect to the performance of its obligations
      hereunder.





9.12  **General
      Representations and Warranties**       .
      Eucodis
      hereby represents, warrants and covenants to MDI that the Product furnished
      by
      Eucodis through the contract manufacturer: (i) shall be of the quality specified
      in, and shall conform with, the Specifications, and (ii) shall be manufactured,
      processed, packaged, stored and delivered in conformity with the Specifications
      and all applicable laws, rules and regulations including current good
      manufacturing practices. In addition, Eucodis warrants to MDI that Eucodis
      has
      not and will not use any materials that would cause the Product to be
      adulterated within the meaning of Section 501 of the Act, as amended from time
      to time, and further, the Product shall not be misbranded within the meaning
      of
      the Act. Any other representations or warranties relate to Manufacturing and
      not
      expressly made in this Agreement, including, but not limited to paragraphs
      9 and
      10, of this Agreement, are deemed by the Parties as not having been made or
      to
      the extent permissible by the Act are expressly disclaimed.





9.13  **Notice
      of Material Events**       .
      Eucodis
      hereby agrees to notify MDI promptly of any actual or anticipated events which
      are reasonably likely to have a material adverse effect on the Product or on
      Eucodis ability to produce Product in accordance with the provisions set forth
      herein.


19





**10.**  **Payment
      and Shipping of Product to MDI**




10.1  **Shipping
      Instructions; Risk of Loss**       .
      MDI
      shall, should it choose to order Product, specify the mode of shipment, the
      carrier and shall bear the cost of the shipment. Eucodis will schedule all
      such
      shipping and be responsible for ensuring that the attendant and necessary
      documentation is complete for ease of entry into the US stream of commerce
      or
      any countries’ stream of commerce as designated by MDI. The Product shall be
      delivered CIP MDI’s designated facility. (INCOTERMS 2000).





10.2  **Invoices;
      Quantities**       .
      Eucodis
      shall submit invoices to MDI for all shipments of Product hereunder upon
      shipment of such Product to MDI. (which invoices shall be directed by Eucodis
      to
      MDI, Accounts Payable, 1338 S. Foothill Drive, #266, Salt Lake City, Utah 84108,
      or to such other persons, departments or locations as MDI may instruct from
      time
      to time), and such invoices shall be payable within thirty (30) days from
      issuance.





**11.**  **Consideration** .





11.1  **Fee** .
      Eucodis
      shall pay to MDI an upfront fee of Eight Hundred Seven Thousand One Hundred
      Seventy-Five Untied States Dollars ($807,175) payable as follows:




(a)  Three
      hundred eighty two thousand, one hundred seventy five US dollars ($382,175.00)
      upon execution of this Agreement; and





(b)  Two
      hundred twenty five thousand US dollars ($225,000.00) on September 30, 2006;
      and





(c)  Two
      hundred thousand US dollars ($200,000.00) on February 28, 2007.





These
      payments are exclusive of any payments set forth in Section 6
      herein.





11.2  **Milestone
      Payments** .
      Milestone payments shall be made at set performance and date targets. Should
      the
      German court issue an order, as a result of litigation undertaken by MDI,
      lifting the cloud upon the ability of MDI to file and have accepted assignments
      of the Products patents in the EU and such assignment is accepted by the German
      and Austrian patent agencies, prior to the completion of the Phase II clinical
      trials, then Eucodis shall owe a payment of Euro 500,000 to MDI. Upon completion
      of the Phase II clinical trials in the Eucodis Territory or on March 30, 2008
      which ever is earlier in time, Eucodis shall owe and pay MDI Euro 750,000.
      However if the cloud upon the Products patent has not yet been lifted or
      otherwise cleared by any means and assignment has not been accepted by the
      German and Austrian patent agencies, then the Euro 750,000 shall not yet be
      owed
      and due regardless of the date. However, regardless of the status of the cloud
      upon the Product’s patent, should Eucodis have received revenue of any kind from
      or as a result of the Product then MDI shall be entitled to, and Eucodis shall
      pay to MDI, fifty percent (50%) of the Eucodis revenues until the Euro 750,000
      has been paid to MDI.


20







11.3  **Recovery
      of Costs** .
      In the
      event MDI is unable to secure an order form the German court where the
      litigation concerning the ownership of the Product’s patent is pending, by the
      end of the Phase II clinical trials and the Parties have not identified a
      licensor in the EU and the Parties both agree not to move forward with a Phase
      III clinical trial in the Eucodis Territory, or six months after the completion
      of Phase III should the Parties have agreed to move forward with these Phase
      III
      clinical trials, then MDI shall grant to Eucodis fifty percent (50%) of MDI
      Net
      Revenues on the Product in the US market capped at $8.3 million US dollars.
      Once
      Eucodis has received this amount in payment, then Eucodis shall continue to
      receive twenty five percent (25%) of the US market Net Revenues up to an
      including an additional $8.0 million US dollars. However the entire amount
      of
      $16.3 million US dollars provided for under this paragraph 12.3 must be paid
      within two years of the date of the first dollar of Net Revenue is received
      by
      MDI from the US market. Should MDI fail to pursue the United States market
      itself or otherwise obtain a license from a third party for the US market,
      then
      MDI shall provide written notice of its nonpursuit to Eucodis and Eucodis shall
      then be given the right, subject to the global license provisions herein, to
      pursue and develop the US market. Any Net Revenues received by Eucodis as a
      result of this US market development shall belong solely to Eucodis until such
      time that Eucodis has received 16.3 million US dollars from the US market.
      Thereafter Eucodis’ license to the US market shall revert to MDI however,
      Eucodis shall be entitled to twelve and one half percent of the Net Revenues
      of
      the US market for period of five years after the license reversion to MDI.





11.3.1  In
      addition, should the events set forth in 11.3 herein occur, the Agreement shall
      terminate with all Intellectual Property, related data and other rights
      reverting back to MDI.





11.3.2  Eucodis
      agrees that at any time MDI may ask for an accounting of Eucodis’ costs which
      shall be done by Eucodis in accordance with US GAAP. Should Parties enter into
      Phase III clinical trials, this right to audit becomes reciprocal.





**12.**  **Steering
      Committee** .
      MDI and
      Eucodis shall form a Steering Committee of five (5) members. Each Party shall
      name two individuals to the Steering Committee of their own choosing and the
      fifth member shall be mutually agreeable to both Parties. Each Party shall
      bear
      the cost of the two members it each names and the cost of the fifth member
      will
      be shared equally between the Parties. The fifth member shall serve a term
      of
      one year which the Parties can unanimously agree to extend to additional one
      year terms. The Steering Committee shall meet once a quarter and shall address
      any and all development and manufacturing issues which arise during the term
      of
      the Agreement.. The Steering Committee shall have the authority to generally
      guide, plan , monitor and, if needed, direct the Clinical Development Plan,
      settle disagreements between the Parties, monitoring the patent filing strategy
      in the Territory.





**13.**  **Indemnification**





13.1  **Eucodis
      Indemnification of MDI** .
      Eucodis
      shall indemnify, defend and hold MDI, each Affiliate of MDI and the officers,
      employees, and agents thereof (each an “MDI indemnified party”) harmless from
      and against any and all losses, liabilities, damages, claims, expenses, suits,
      recoveries, judgments and fines (including reasonable attorneys' fees and
      expenses) (collectively, “Losses”) that may be incurred by any MDI indemnified
      party arising out of any (i) damage to property or injury or death occurring
      to
      any person arising out of possession, use or consumption by any person of the
      Product to the extent that such damage, injury or death was caused by the
      failure of such Product to meet Specifications, including the contamination
      or
      adulteration of the Product while in the control of Eucodis; (ii) injury to
      person or property or death occurring to any Eucodis employees, subcontractors,
      agents or any individuals on Eucodis's premises; (iii) claim, action or
      proceeding brought by any governmental or regulatory authority arising out
      of or
      resulting from any manufacture, packaging or supply of Product by Eucodis which
      is not in accordance with this Agreement; (iv) breach by Eucodis of any of
      its
      obligations, representations or warranties under this Agreement, including
      a
      breach which results in a Recall of Product to the extent that Eucodis is
      responsible for such Recall under Section 11.7, or (v) any other willfully
      negligent or wanton act of omission or commission on the part of
      Eucodis.


21








13.2  **MDI's
      Indemnification of Eucodis** .
      MDI
      shall indemnify, defend and hold Eucodis, each Affiliate of Eucodis and the
      officers, directors and employees thereof (each a “Eucodis indemnified party”)
      harmless from and against any and all Losses that may be incurred by any Eucodis
      indemnified party arising out of any (i) damage to property or injury or death
      occurring to any person arising out of possession, use or consumption by any
      person of the Product to the extent that such damage, injury or death was caused
      by the contamination or adulteration of the Product while in the control of
      MDI
      or by any defective Specification furnished by MDI or (ii) injury to person
      or
      property or death occurring to any MDI employees, subcontractors, agents or
      any
      individuals on MDIs's premises or caused by the presence of MDI’s employees or
      agents at the Facility; (iii) claim that the manufacture of the Product by
      Eucodis under this Agreement infringes the intellectual property rights of
      any
      other Person by reason of the use of any intellectual property rights owned
      by
      MDI; (iv) breach by MDI of any of its obligations, representations or warranties
      under this Agreement, including a breach which results in a Recall of Product
      or
      (v) any other willfully negligent or wanton act of omission or commission on
      the
      part of MDI.





13.3  **Procedures** .
      Any
      Person that may be entitled to indemnification under this Agreement (an
“Indemnified Party”) shall give written notice to the Person obligated to
      indemnify it (an “Indemnifying Party”) with reasonable promptness upon becoming
      aware of any claim or other facts upon which a claim for indemnification will
      or
      is reasonably likely to be based; the notice shall set forth such information
      with respect thereto as is then reasonably available to the Indemnified Party.
      The Indemnifying Party shall have the right to undertake the defense of any
      such
      claim asserted by a third party with counsel reasonably satisfactory to the
      Indemnified Party and the Indemnified Party shall cooperate in such defense
      and
      make available all records, materials and witnesses reasonably requested by
      the
      Indemnifying Party in connection therewith at the Indemnifying Party’s expense.
      If the Indemnifying Party shall have assumed the defense of the claim with
      counsel reasonably satisfactory to the Indemnified Party, the Indemnifying
      Party
      shall not be liable to the Indemnified Party for any legal or other expenses
      (other than for reasonable costs of investigation) subsequently incurred by
      the
      Indemnified Party in connection with the defense thereof. The Indemnifying
      Party
      shall not be liable for any claim settled without its consent, which consent
      shall not be unreasonably withheld or delayed. The Indemnifying Party shall
      obtain the written consent of the Indemnified Party prior to ceasing to defend,
      settling or otherwise disposing of any claim. In no event shall the indemnifying
      Party without notice to the other Party, institute, settle or otherwise resolve
      any claim or potential claim, action or proceeding.





13.4  **Survival** .
      The
      indemnification obligations set forth in this Section 16 shall survive the
      expiration or termination of this Agreement.


22





**14.**  **Relationship
      of the Parties** .





The
      relationship between MDI and Eucodis is that of independent contractors and
      nothing herein shall be deemed to constitute the relationship of partners,
      joint
      venturers, nor of principal and agent between MDI and Eucodis. Neither party
      shall have any express or implied right or authority to assume or create any
      obligations on behalf of or in the name of the other party or to bind the other
      party to any contract, agreement or undertaking with any third party. Except
      as
      otherwise contemplated or permitted by the Agreement, all persons employed
      by
      Eucodis in connection with the manufacturing, packaging and supply of the
      Product to MDI shall be employees or agents of Eucodis and under no
      circumstances shall Eucodis or any of its employees or agents be deemed to
      be
      employees or agents of MDI.





**15.**  **Term;
      Termination** .





15.1  **Initial
      Term; Term** .
      Agreement is effective upon execution and its initial term shall commence on
      the
      28 th day of
      July, 2006 and shall continue as set forth in Paragraph 4.2 of this Agreement. After
      the
      Initial Term, the Parties may renew this Agreement for continuous additional
      Renewal Term(s) of one (1) year unless either Party shall have given written
      notice of termination to the other Party not less than six (6) months prior
      to
      the expiration of the Initial Term, or any Renewal Term.





15.2 **Termination** .
      (a)
      Either Party may terminate this Agreement at any time during the Term by written
      notice to the other Party if:





(i)  the
      other
      Party shall suspend or discontinue its business operations or make any
      assignment for the benefit of its creditors or commence voluntary proceedings
      for liquidation in bankruptcy, or admit in writing its inability to pay its
      debts generally as they become due, or consent to the appointment of a receiver,
      trustee or liquidator of the other Party or of all or any part of its property,
      or if there is an execution sale of a material portion of its
      assets;





(ii)  involuntary
      bankruptcy or reorganization proceedings are commenced against the other party
      or any of its properties or if a receiver or trustee is appointed for the other
      Party or any of its properties and such proceedings are not discharged within
      thirty (30) days;





(iii)
      the
      other Party files or consents to the filing of a petition for reorganization
      or
      arrangement under any applicable bankruptcy law; or





(iv)  the
      other
      Party fails to comply with any material term of this Agreement or breaches
      any
      representation or warranty herein and fails to cure such noncompliance or
      breaches expressly provided for herein or within sixty (60) days (or within
      ten
      (10) days in the case of a payment default). Should
      either Party’s failure to cure continue for a period of more than sixty (60)
      days (or within ten (10) calendar days in the case of a payment default), the
      nonbreaching Party may suspend or terminate its services or obligations under
      this Agreement without being in breach or default of its obligations
      hereunder.


23








(b)
      Termination of this Agreement, however, shall not affect any obligation to
      pay
      money, indemnify, reimburse, maintain confidentiality or otherwise which either
      Party hereto may have incurred during the Term hereof.





(c) Should
      this Agreement be terminated due to the reasons set forth in Section 15.2 (i),
      (ii) or(iii) on MDI’s side, Eucodis shall have the exclusive, fully paid-up
      license to continue to develop,
      manufacture and commercialize the Intellectual Property of the Product in the
      Eucodis Territory for use in the Field with the right to outlicense after
      completion of Phase II, without
      financial obligation to MDI.








**16.**  **Force
      Majeure** .





Performance
      under this Agreement (other than payments required to be made by either Party)
      shall be excused to the extent prevented or delayed by fire, flood, explosion,
      unavoidable widespread product tampering by third parties, war, shortages or
      unavailability of materials, any act of God, or by any other similar
      circumstances of any character reasonably beyond the control of the party so
      excused. The Party affected shall promptly notify in writing the non-affected
      Party of the event of force majeure and the probable duration of the delay.
      Any
      delay caused by an event of force majeure shall toll the term of this Agreement
      which shall be extended by the length thereof. In the event a force majeure
      prevents performance by one party for more than two (2) months, the other Party
      shall have the right to terminate this Agreement.





**17.**  **Miscellaneous** .





17.1  **Notice** .
      All
      notices, requests, demands or other communications to or upon the respective
      Parties hereto shall be deemed to have been given or made when deposited in
      the
      mails, registered mail or certified, return receipt requested, postage prepaid,
      or overnight courier or by facsimile transmission, the receipt of which is
      confirmed by telephone, addressed to the respective party at the following
      address (or to such other person or address as is specified elsewhere in this
      Agreement for specific purposes):





If
      to
      EUCODIS:


Eucodis
      Forschungs - und Entwicklungs GmbH


Brunner
      Str. 59, 1235


1230,
      Vienna, Austria


Attention:
      Wolfgang Schoenfeld, M.D.





If
                to MDI:
            MDI
                Oncology, Inc.


1338
      S.
      Foothill Drive # 266


Salt
      Lake
      City, Utah 84108


Attention:
      Judy M. Robinett





With
                a copy to:
            Epstein
                Becker & Green, P.C.


150
      N.
      Michigan Avenue, 35 th Floor


Chicago,
      IL 60601


Attention:
      Diane Romza-Kutz, Esq.


Facsimile
      Number: 312-827-9542


24







The
      above
      addresses for receipt of notice may be changed by either Party by notice, given
      as provided herein.





18.2.  **Entire
      Agreement** .
      This
      Agreement contains the entire understanding of the Parties, superseding in
      all
      respects any and all prior oral or written agreements or understandings
      pertaining to the subject matter hereof. This Agreement can be amended, modified
      or supplemented only by an agreement in writing which is signed by all the
      Parties hereto.





18.3.  **Incorporation
      of Exhibits and Schedules** .
      The
      Exhibits and Schedules attached to this Agreement are incorporated herein and
      are hereby made a part of this Agreement.





18.4.  **Severability** .
      If and
      to the extent that any court of competent jurisdiction holds any provision
      or
      part of this Agreement to be invalid or unenforceable, such holding shall in
      no
      way affect the validity of the remainder of this Agreement.





18.5  **Successors
      and Assigns** .
      This
      Agreement shall inure to the benefit of and be binding upon the successors
      and
      permitted assigns of the Parties; provided, however, that if at any time during
      the Term of this Agreement Eucodis is acquired by or becomes an affiliated
      company of a competitor of MDI having a competitive product in the Field, then
      MDI may terminate this Agreement at any time upon not less than fifteen (15)
      days' written notice, provided, further, that promptly upon such termination,
      MDI shall compensate Eucodis for any uncancellable obligations and all
      in-process material costs and finished Product.





18.6  **Assignment** .
      Neither
      Party shall, without the prior written consent of the other Party, delegate,
      transfer, convey, assign or pledge any of its rights or obligations under this
      Agreement to any other person, firm or corporation, except that (i) MDI may
      assign this Agreement, in whole or in part, with respect to any Product which
      business is sold, transferred or assigned to a third party without the prior
      written consent of Eucodis and (ii) either Party may assign this Agreement,
      including all of its rights and obligations hereunder, to any Person or any
      Affiliate of such Person in connection with a transaction whereby such Person
      or
      any Affiliate of such Person acquires control of such party. Any assignee,
      whether consent to such assignee has been granted or whether no such consent
      is
      required under the terms of this Agreement, must agree to be bound by the
      obligations and duties of the assigning Party as set forth in this Agreement.
      Should any right, title, or interest in the ownership or sale of the Product
      change, this Agreement is intended to bind all successor(s) in interest to
      the
      assigning company as same relates to the Product. Prior to the change,
      modification, or transfer of any such right, title or interest in the Product,
      the assigning company shall notify all such successor(s) in interest in writing
      that such successor(s) will be bound by this Agreement.





18.7.  **Waiver** .
      A
      waiver by either party of any of the terms and conditions of this Agreement
      in
      any instance shall not be deemed or construed to be a waiver of such term or
      condition for the future.


25





18.8.  **Headings** .
      Headings in this Agreement are included for ease of reference only and have
      no
      legal effect.





18.9.  **Counterparts** .
      This
      Agreement may be executed in two or more counterparts, each of which shall
      be
      deemed an original and all of which together shall constitute one and the same
      instrument.





18.10.  **Applicable
      Law** .
      This
      Agreement is governed by and shall be construed in accordance with the laws
      of
      the State of Utah , United States of America, regardless of any conflicts of
      laws provisions. Any disputes under this Agreement shall be subject to
      arbitration under the Rules of Arbitration of the International Chamber of
      Commerce. The arbitration shall take place in Frankfurt Germany with three
      arbitrators two of which must have significant experience in the
      biotech/pharmaceutical licensing area. The language of the arbitration
      proceedings shall be conducted in English.





18.11.  **Press
      Release.** The
      Parties shall have the right to issue press releases relating to its entry
      into
      this Agreement and the reporting of any and all progress made in the development
      of the Product in the Field for the Eucodis Territory, provided that prior
      to
      release, the releasing Party provides the other Party with a draft of the press
      release in sufficient time for the nonreleasing Party to comment on the release.
      At no time shall Eucodis issue a release which places MDI at risk with any
      Governmental Authority as such relates to its public company position.


26





In
      Witness Whereof, the parties have caused this Agreement to be duly executed
      in
      their respective names and on their behalf, as of the date first above
      written.





EUCODIS
                FORSCHUNGS-UNDENTWICKLUNGS
                GmbHBy:
                /S/EUCODIS
                FORSCHUNGS-UNDENTWICKLUNGS
                GmbHTitle:
                _________________________MDI
                ONCOLOGY, INC.By:/S/
                MDI ONCOLOGY, INC.Title:
                _________________________


27


**EXHIBIT
      A**





**CLINICAL
      DEVELOPMENT PLAN**











28








**EXHIBIT
      B**





**EU
      MARKET DATA SUPPLIED BY EUCODIS**




















29


**EXHIBIT
      C**





**WORK
      COMMISSIONED BY THE BANKRUPT COMPANY AND OBTAINED BY
      EUCODIS**

















30


**EXHIBIT
      D**





**THE
      COUNTRIES INCLUDED IN EUCODIS TERRITORY, IN ADDITION TO THE TERRITORY COVERED
      IN
      1.8**








31