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                                                                     EXHIBIT 2.1

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                               TRANSFER AGREEMENT

This AGREEMENT, made this 29 day of March 2004 (the "Effective Date") by and
between GENENCOR INTERNATIONAL, INC, a Delaware corporation having an office and
a place of business at 925 Page Mill Road, Palo Alto, California 94304-1013,
U.S.A. (hereinafter referred to as "GCOR"), and INNOGENETICS N.V., a Belgian
company having an office and place of business at Technologiepark 6, B-9052,
Ghent, Belgium (hereinafter referred to as "INNX").

WHEREAS:

A.       INNX and GCOR are companies that are, inter alia, engaged in the
         "research and development of products, including vaccines relating to
         hepatitis B and C viral infections and human papilloma virus
         infections, for therapeutic and/or prophylactic use in infectious
         diseases";

B.       INNX and GCOR have, pursuant to the Mutual Confidentiality Agreement
         Effective May 2, 2002 (as thrice amended), exchanged with one another,
         certain information on their respective vaccine programs, with the
         purpose of exploring the possibilities of a potential business
         arrangement;

C.       INNX and GCOR have signed that Term Sheet dated February 6, 2004
         setting forth key terms for a proposed transaction wherein GCOR would
         transfer to INNX substantially all of the assets of GCOR business
         relating to vaccines for the prevention and/or treatment of hepatitis B
         and C viral infections and human papilloma virus infections, for
         prophylactic and therapeutic use in infectious diseases and they now
         desire to definitize said transaction through this Transfer Agreement
         and such related agreements as may be entered into on even date
         herewith; and

D.       In this Agreement, "Party" means either INNX or GCOR, and "Parties"
         means both INNX and GCOR.

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants
hereinafter set forth, the Parties agree as follows:

                                    ARTICLE I
                                   DEFINITIONS

1.1     "Affiliate" means, with respect to a given entity, any person,
        corporation, partnership or other entity, that controls, is controlled
        by, or is under common control with such entity, whereby the "control"
        in this section means the direct or indirect ownership of more than
        fifty percent (50%) of the issued voting securities of an entity, or the
        right to receive more than fifty percent (50%) of the profits or
        earnings of an entity or any other relationship which in fact results in
        actual control over the management, business and affairs of an entity.

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1.2     "Appropriate Notice" means a written notice pre-approved (as to form) by
        INNX, such notice to be sent to a third party for any necessary
        approval, consent or to provide notice of assignment of an Elected
        Contract.

1.3     "Approval" as related to an HBV Product or HBV Know-How Product means
        the granting of approval by the applicable [ *** ] regulatory authority
        for commercial sale of a HBV Product/Know-How Product and as related to
        an HPV or HCV Product or HPV or HCV Know-How Product means the granting
        of approval by the applicable [ *** ] regulatory authority for
        commercial sale of a HPV or HCV Product/Know-How Product.

1.4     "Biologically Active Material" means a gene(s) or a portion thereof,
        virus or protein that encodes, presents or represents one or more Virus
        antigen or a portion thereof that is incorporated into a Product or a
        Know-How Product.

1.5     "Combination Product" means a Product or Know-How Product which is
        either: (i) sold as part of a [ *** ] with at least [ *** ] other
        product; or (ii) sold as part of a [ *** ], and wherein either the
        Product/Know-How Product or the other product has been independently
        approved for marketing.

1.6     "Component" means a Biologically Active Material which is any of the
        following: [ *** ].

1.7     "Control(s)" and "Controlled" each mean the ability (whether by
        ownership, license or other right) of GCOR to transfer, grant or
        otherwise convey to INNX the rights as provided for in the various
        provisions of this Agreement without violating the terms of any
        agreement or other arrangement with any third party existing either on
        or before the Effective Date, provided always that a requirement on GCOR
        to obtain consent of a third party in respect of an agreement (whether
        for assignment, sublicensing or otherwise) shall not mean that GCOR does
        not Control the relevant rights.

1.8     "Copyright Rights" means, collectively, all right, title and interest in
        copyrights which are necessary for, or used in the practice of the
        Technology and/or the development, manufacture, use, importation,
        marketing or sale of Products/Know-How Products in the Field, and which
        GCOR owns as of the Effective Date or Controls, if any, as of the
        Effective Date.

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1.9     "DNA Vaccine" means either a circular or a linear double-stranded DNA
        containing a gene(s) (or portion(s) thereof) encoding at least one
        antigen (or portion(s) thereof) of a Virus and designed for the gene(s)
        (or portion(s) thereof) to be expressed subsequent to in vivo
        administration and induce an immune response directed against the
        relevant antigens.

1.10    "Elected Biological Materials" means, collectively, those GCOR
        Biological Materials for which INNX herein gives Notice to GCOR that
        INNX elects to have transferred, assigned and delivered to it pursuant
        to the provisions of Section 2.3 of this Agreement. The Elected
        Biological Materials are designated in Exhibit 2.3.1.

1.11    "Elected Contracts" means, collectively, those GCOR Contracts (other
        than the Non-Assignable Contracts) for which INNX herein gives Notice to
        GCOR that INNX elects to assume pursuant to the provisions of Section
        2.2 of this Agreement. The Elected Contracts are designated in Exhibit
        2.2.1(a).

1.12    "Elected Patent Rights" means, collectively, those GCOR Patent Rights
        for which INNX herein gives Notice to GCOR that INNX elects to have
        transferred, assigned or otherwise conveyed (e.g., through assignment to
        INNX of the relevant Elected Contract) to it pursuant to the provisions
        of Section 2.5 of this Agreement. The Elected Patent Rights are set
        forth in Exhibit 2.5.1.1 (a), (b) and (c).

1.13    "Elected Rights" means, collectively, the Elected Biological Materials,
        the Elected Contracts, and the Elected Patent Rights.

1.14    "Field" means the treatment and/or prevention of diseases caused by
        and/or associated with hepatitis B virus ("HBV"), human papilloma virus
        ("HPV"), or hepatitis C virus ("HCV").

1.15    "Full Time Equivalents" or "(FTE's)" means a full time equivalent of
        research and development personnel including direct and indirect costs.

1.16    "GCOR Biological Materials" means, collectively, any biological
        materials which, as of the Effective Date GCOR owns or Controls and
        which are necessary for or used for the practice of the Technology
        and/or in the development, manufacture, use, importation, marketing or
        sale of the Product/Know-How Product in the Field. GCOR Biological
        Materials are listed on Exhibit 2.3.1.

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1.17    "GCOR Contracts" means, collectively, all those contracts and agreements
        (e.g., the license and research agreements and the Service Contracts)
        which, except as specified on Exhibit 2.2.1(a), are in full force and
        effect as of the Effective Date and to which GCOR is a party and are
        necessary for or used for the practice of the Technology and/or in the
        development, manufacture, use, importation, marketing or sale of
        Product/Know-How Product in the Field. The GCOR Contracts are listed on
        Exhibit 2.2.1(a).

1.18    "GCOR Exclusive Patent Rights", collectively, means all those patents,
        patent applications and patents issuing therefrom, as well as all
        foreign equivalents thereof, which, as of the Effective Date, GCOR
        solely and exclusively owns and/or Controls and which contain claims or
        could contain claims based on the disclosure in the specification, which
        claim(s) would, but for the transfer and grant of the rights hereunder,
        be infringed by the development, manufacture or exploitation of the
        products in the Field (or parts of the Field) , as well as all those
        patents and patent applications which may be filed after the Effective
        Date which claim priority of the foregoing patents/patent applications.
        In addition, the GCOR Exclusive Patent Rights shall include those patent
        applications which are filed after the Effective Date, as well as all
        patents issuing therefrom and patents applications/patents claiming
        priority thereof which are filed after the Effective Date, which GCOR
        solely and exclusively owns or Controls and which: (i) claim inventions
        or discoveries conceived and/or reduced to practice before the Effective
        Date or within [ *** ] following the Effective Date; and (ii) which are
        useful in the development, manufacture, use, sale or importation of a
        Product. The GCOR Exclusive Patent Rights existing as of the Effective
        Date are listed on Exhibit 2.5.1.1(a).

1.19    "GCOR Joint Patent Rights" means, collectively, all those patents,
        patent applications and patents issuing therefrom, as well as all
        foreign equivalents thereof, which, as of the Effective Date, GCOR
        jointly owns with a third party, which contain claims or could contain
        claims based on the disclosure in the specification, which claim(s)
        would, but for the transfer and grant of the rights hereunder, be
        infringed by the development, manufacture or exploitation of the
        products in the Field (or parts of the Field), as well as all those
        patents and patent applications which may be filed after the Effective
        Date which claim priority of the foregoing patents/patent applications.
        In addition, the GCOR Joint Patent Rights shall include those patent
        applications which are filed after the Effective Date, as well as all
        patents issuing therefrom and patent applications/patents claiming
        priority thereof which are filed after the Effective Date, which GCOR
        jointly owns with a third party and which: (i) claim inventions or
        discoveries conceived and/or reduced to practice before the Effective
        Date or within [ *** ] following the Effective

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        Date; and (ii) which are useful in the development, manufacture, use,
        sale or importation of a Product. The GCOR Joint Patent Rights as of the
        Effective Date are listed on Exhibit 2.5.1.1(b).

1.20    "GCOR Licensed Patent Rights" means, collectively, all those patents,
        patent applications and patents issuing therefrom, as well as all
        foreign equivalents thereof, which, as of the Effective Date, are
        licensed (or sublicensed as the case may be) to GCOR for exploitation in
        all or part of the Field (as controlled by the relevant Elected
        Contract), and which GCOR has the right to assign its licensed rights
        therein including to the extent permissible under the terms of the
        relevant Elected Contract, all those patents and patent applications
        which may be filed after the Effective Date. The GCOR Licensed Patent
        Rights are listed on Exhibit 2.5.1.1(c).

1.21    "GCOR Patent Rights" means collectively the GCOR Licensed Patent Rights,
        the GCOR Exclusive Patent Rights, the GCOR Joint Patent Rights.

1.22    "GCOR Product Rights" means, collectively, the regulatory files that, as
        of the Effective Date, GCOR owns or Controls or has cross-referenced in
        the HBV IND. The GCOR Product Rights are listed on Exhibit 2.4.1.

1.23    "HBV IND" means the GCOR sponsored Investigational New Drug application
        filed by the US FDA on December 29, 2003, file number 11,472.

1.24    "HBV Proof-of-Concept Trial" means the first clinical study in which HBV
        infected patients are treated with an HBV Product or Know-How Product in
        a study designed to test efficacy of the Product or Know-How Product
        (Phase I/Phase II if such trial is conducted or Phase II if a Phase
        I/Phase II trial is not conducted).

1.25    "HPV or HCV Proof-of Concept Trial" means the first clinical study in
        which HPV or HCV infected patients are treated with an HPV or HCV
        Product or Know-How Product in a study designed to test efficacy of the
        Product or Know-How Product (Phase I/Phase II if such trial is conducted
        or Phase II if a Phase I/Phase II trial is not conducted).

1.26    "Initiation" means the [ *** ] of the [ *** ] to the [ *** ] or [ *** ]
        in the relevant [ *** ] and "Initiate" will mean the action of
        Initiation.

1.27    "Insignificant Market" means any country with an insignificant market
        potential (e.g., Tonga).

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1.28    "Intellectual Property Rights" means, collectively: (a) GCOR Patents
        Rights ; (b) Know-How Rights; (c) Trademarks Rights; and (d) Copyright
        Rights.

1.29    "Know-How Product" shall mean any product in the Field which is not a
        Product and which is made or developed using the (i) Technology as
        defined in Section 1.52 (b), or (ii) Technology as defined in Section
        1.52 (a) or (c) which is Secret. For the purpose of this Section,
        "Secret" shall mean information which at the date of [ *** ] of the Know
        How Product is (i) [ *** ] or (ii) [ *** ].

1.30    "Know-How Rights" means, collectively, all right, title and interest in
        any information or know-how, whether or not it is confidential or
        proprietary which are necessary for, or used in the practice of the
        Technology and/or the development, manufacture, use, importation,
        marketing or sale of Products/Know-How Products in the Field, and which
        GCOR owns or Controls as of the Effective Date. Know-How Rights include
        but are not limited to Licensed Know-How Rights. GCOR Know-How Rights
        are listed in Exhibit 2.5.2.1.

1.31    "Licensed Know-How Rights" means, collectively, the Know-How Rights that
        are licensed to GCOR under the Elected Contracts.

1.32    "Milestone Payments" shall have that meaning attributed thereto in
        Section 3.3 of this Agreement.

1.33    "Milestone Triggering Events" shall have that meaning attributed thereto
        in Section 3.3 of this Agreement.

1.34    "Multivalent Vaccine" means a prophylactic vaccine aimed at the
        prevention of diseases associated with different pathogens containing
        [ *** ] in association with [ *** ] and [ *** ] or [ *** ] as a
        [ *** ]. For the avoidance of doubt, different strains of the same
        Virus do not constitute different pathogens.

1.35    "MVA" shall mean a modified vaccinia ankara vector containing a gene(s)
        (or portion(s) thereof) encoding at least one antigen (or portion(s)
        thereof) of a Virus and designed for the gene(s) (or portion(s) thereof)
        to be expressed subsequent to in vivo administration and induce an
        immune response directed against the relevant antigens.

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1.36    "Net Sales" means the gross amounts received by INNX, it Affiliates and
        its sub-licensees in consideration of the sale or other disposition of
        Product or Know-How Product (as applicable) in an arms length
        transaction with a third party, less:

                (i)     [ *** ] to non-affiliated third parties;

                (ii)    [ *** ], [ ***]  and [ *** ] discounts and other
                        [ *** ] rebates [ *** ]; and

                (iii)   amounts of actual product returns, recalls, allowances
                        and credits, if any; and

                (iv)    prepaid taxes and transportation costs, including
                        insurance; and

                (v)     any tariffs, duties and/or sales or excise taxes,
                        value-added taxes, tariffs, duties directly imposed or
                        other governmental charges (other than income taxes)
                        imposed and actually paid in connection with the
                        production, importation, sale, delivery or use of the
                        Product including, without limitation, payments required
                        by law to be made to any governmental authorities
                        pursuant to any product liability or personal injury
                        compensation schemes, in each case to the extent that
                        the same is not capable of being recovered or
                        reimbursed; and

                (vi)    [ *** ] costs for [ *** ], such as [ *** ] or similar
                        devices for a Product/Know-How Product, excluding
                        [ *** ] costs [ *** ].

                Only sales of Products or Know-How Products to persons and
                entities other than INNX and/or its Affiliates and/or
                sub-licensees are to be included within the Net Sales. To this
                end, it is to be understood that sales of Product or Know-How
                Products between Affiliates, Affiliates and sub-licensees,
                Affiliates and INNX and/or sub-licensees and INNX are not to be
                included within the Net Sales.

                Distribution of Product/Know-How Product for, or use of
                Product/Know-How Product in, [ *** ] or [ *** ] shall not give
                rise to any deemed sale under this definition. In
                addition, distribution or sale [ *** ] of Product/Know-How
                Product for, or use of Product/Know-How Product in, [ *** ] or
                [ *** ] or other [ *** ] with essentially the same objective
                as such [ *** ], or as [ *** ], in each

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                case in quantities that are consistent with industry practice in
                the relevant country shall not be deemed a sale under this
                definition.

                In the event the Product/Know-How Product is sold as part of a
                Combination Product, Net Sales for purposes of determining the
                applicable royalty for such Product/Know-How Product shall be
                determined by [ *** ]. In the event that such [ *** ] cannot be
                determined for both the Product/Know-How Product and the other
                component(s) of the Combination Product in combination, Net
                Sales of the Combination Product shall be [ *** ].

1.37    "Non-Assignable GCOR Exclusive Patent Rights" shall have the meaning set
        out in Section 2.5.1.1.

1.38    "Non-Elected Rights" means, collectively, those GCOR Patent Rights, GCOR
        Biological Materials and GCOR Contracts which INNX does not elect to
        assume pursuant to the provisions of Section 2.2 of this Agreement.

1.39    "Non-Polyepitope Other" means a [ *** ]. By way of example, but without
        limitation, Non-Polyepitope Other includes full natural or recombinant
        antigen, truncated or modified recombinant antigen(s), full genes
        constructs, truncated or natural gene constructs.

1.40    "Notice" shall mean any notice given by one Party to the other Party
        under the provisions of Section 13.8 of this Agreement.

1.41    "Opposition" means the opposition filed by [ *** ] in the [ *** ] on or
        about [ *** ] opposing the grant of [ *** ] owned or controlled by [ ***
        ].

1.42    "Party" and "Parties" shall have that definition first given in Recital
        D above.

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1.43    "Phase III" means a trial of a Product or Know-How Product in sufficient
        numbers of patients to establish the safety and efficacy of a Product or
        Know-How Product for the desired claims and indications to provide
        adequate basis for Product or Know-How Product labeling, as more
        specifically defined by the rules and regulations of the U.S. FDA and/or
        the EMEA, as applicable.

1.44    "Polyepitope" means (i) in the case of HBV, [ *** ], (ii) in the case of
        HPV, [ *** ] to be incorporated in a Product/Know-How Product for the
        first clinical trial, to the extent that this [ *** ] (iii) in case of
        HCV, the polyepitope cassette of the [ *** ] to be incorporated in a
        Product/Know-How Product in a clinical trial, all of the aforementioned
        cassettes delivered in a format which is either a [ *** ].

1.45    "Polyepitope Other" a means a Component of a Product/Know-How Product,
        which Component incorporates either: (i) a [ *** ], other than [ *** ]
        or (ii) any polyepitope [ *** ] but delivered in a format that is [ ***
        ].

1.46    "Product" means any product used in the Field, the manufacture, use,
        importation, sale or marketing of which, would infringe one or more
        Valid Claim of the Transferred Patents Rights specified in Exhibit 1.46.

1.47    "Regulatory Files" means, collectively, GCOR Product Rights and Study
        Data Packages, which, as of the Effective Date, GCOR owns or Controls
        that are necessary for or used in the development, manufacture, use or
        sale of Product or Know-How Product in the Field, or which have been
        cross-referenced by GCOR in the HBV IND.

1.48    "Royalty Term" means for a Product, the period which commences as of the
        Effective Date of this Agreement and continues on a [ *** ] and [ *** ]
        basis until the [ *** ] Transferred Patent Right specified on Exhibit
        1.46, which contains a Valid Claim which the relevant Product would
        infringe in the relevant [ *** ]; and for a Know-How Product means, on a
        [ *** ] basis and [ *** ] basis, the shorter of (i) [ *** ] from the
        date of [ *** ] of such Know-How Product in that [ *** ] or (ii)
        [ *** ] from the date of [ *** ] of such Product/Know-How Product if
        the Know-How.

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        Product was a Product at any time prior to being a Know-How Product in
        that [ *** ].

1.49    "Service Contracts" means the agreements designated as such on Exhibit
        2.2.1(a).

1.50    "Study Data Packages" means, collectively, all those right, title and
        interest which GCOR owns or Controls and/or has the right to use as of
        the Effective Date in those pre-clinical and clinical studies and trial
        reports, documents relating thereto (such as submissions to ethical
        committees, informed consents etc.) and GCOR laboratory note books and
        which concern or are necessary for, or used in the development,
        manufacture, use or sale of the Product and/or Know How Product in the
        Field.

1.51    "Successful Completion" means the earlier date on which INNX or its
        Affiliate or sublicensee either makes a public announcement or provides
        GCOR with Notice that the relevant Product or Know-How Product will move
        into the next clinical phase of development (without repeating the then
        current phase in an amended or modified form), provided however, that in
        the event INNX decides to move the relevant Product into the next phase,
        such announcement or Notice will occur no later than [ *** ] after
        INNX's receipt of the final report in the relevant clinical phase/study
        of such relevant Product after timely completion of the statistical
        analysis report on "clean data" ("clean data" meaning all case report
        forms have been reviewed and cleaned up and all outstanding queries have
        been resolved and the database has been locked).

        If, upon receipt of such final report, INNX needs an additional period
        of time to decide whether or not to move the relevant Product or
        Know-How Product into next clinical phase, INNX will inform GCOR in
        writing thereof and specify the additional period (not to exceed [ *** ]
        without GCOR's prior written approval) it needs. In this event,
        Successful Completion will mean the date of the public announcement or
        Notice that INNX decides to enter the next phase of development (without
        repeating the then current phase in an amended or modified form) after
        such extended period with the relevant Product or Know-How Product.

1.52    "Technology" means, the following: (a) [ *** ] in the [ *** ]; or (b)
        the [ *** ] and [ *** ] identified with specificity referencing this
        section in Exhibit 2.3.1; or (c) [ *** ].

1.53    "Term" shall have the meaning set forth in Section 10.1 hereof.

1.54    "Tier 1 Transferred Rights" means, collectively, all those Transferred
        Rights designated as Tier 1 Transferred Rights in the various Exhibits
        (Exhibits 2.2.1(a) (GCOR Contracts), 2.3.1 (GCOR Biological Material),
        2.4.1 (GCOR Product

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        Rights), 2.5.1.1(a) (GCOR Exclusive Patent Rights and (b) (GCOR Joint
        Patent Rights and (c) (GCOR Licensed Patent Rights), 2.5.2.1 (Know-How
        Rights) and 2.6(1) (Study Data Packages)).

1.55    "Trademark Rights" means any trademarks which, as of the Effective Date,
        GCOR owns and are necessary for, or used in the marketing, importation,
        use or sale of the Products/Know-How Products in the Field.

1.56    "Transferred Biological Materials" means, collectively, all those
        Elected Biological Materials that GCOR transfers to INNX, pursuant to
        the provisions of Section 2.3 of this Agreement. Upon delivery as
        defined in Section 2.3.4 the Transferred Biological Materials will be
        set forth in Exhibit 2.3.1, as amended from time to time during the Term
        until all Elected Biological Materials are transferred.

1.57    "Transferred Contracts" means, collectively, all those Elected Contracts
        that GCOR transfers to INNX pursuant to the provisions of Section 2.2 of
        this Agreement. The Transferred Contracts will be set forth in Exhibit
        2.2.1(a), as will be amended from time to time during the Term until all
        of the Elected Contracts have been transferred consistent with Section
        2.2.

1.58    "Transferred Intellectual Property Rights" means, collectively the: (a)
        Transferred Patents Rights; (b) Know-How Rights; (c) Trademarks Rights;
        and (d) Copyright Rights.

1.59    "Transferred Patent Rights" means, collectively, all those Elected
        Patent Rights which GCOR transfers to INNX pursuant to the provisions of
        Section 2.5 of this Agreement. The Transferred Patent Rights will be set
        forth in Exhibit 2.5.1.1, as amended from time to time during the Term
        until all of the Elected Patent Rights have been transferred consistent
        with Section 2.5.

1.60    "Transferred Product Rights" means, collectively, all those GCOR Product
        Rights that GCOR transfers to INNX pursuant to the provisions of Section
        2.4 of this Agreement. The Transferred Product Rights will be set forth
        in Exhibit 2.4.1, as amended from time to time during the Term until all
        of the GCOR Product Rights have been transferred consistent with Section
        2.4.

1.61    "Transferred Rights" means collectively the following

        A. the Transferred Contracts;

        B. the Transferred Intellectual Property Rights;

        C. the Transferred Product Rights;

        D. the Study Data Packages; and

        E. the Transferred Biological Materials.

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1.62    "Transition Period" means the period of time commencing on the Effective
        Date and continuing for [ *** ] from the Effective Date.

1.63    "Type 1 Product" shall mean a Product/Know-How Product consisting of [
        *** ]. For the avoidance of doubt, said Component(s) can be the [ *** ]
        and may be administered in any order, and a Type 1 Product may contain
        additional constituents (e.g., [ *** ]) that are not Biologically
        Active Material.

1.64    "Type 2 Product" shall mean a Product/Know-How Product consisting of [
        *** ]. For the avoidance of doubt, said Components may be administered
        in any order, and a Type 2 Product may contain additional constituents
        (e.g., [ *** ]) that are not Biologically Active Material.

1.65    "Type 3 Product" shall mean a Product/Know-How Product consisting of [
        *** ]. For the avoidance of doubt, said Component(s) can be the [ *** ]
        and may be administered in any order, and a Type 3 Product may contain
        additional constituents (e.g., [ *** ]) that are not Biologically
        Active Material.

1.66    "Type 4 Product" shall mean a Product/Know-How Product consisting [ ***
        ]. For the avoidance of doubt, said Components may be administered in
        any order, and a Type 4 Product may contain additional constituents
        (e.g., [ *** ]) that are not Biologically Active Material.

1.67    "Type 5 Product" shall mean a Product that is not a Type 1, Type 2, Type
        3 or Type 4 Product.

1.68    "Valid Claim" shall mean any claim of an unexpired patent within the
        Transferred GCOR Patent Rights that are listed in Exhibit 1.46 and which
        either: (a) has itself not been held invalid or otherwise unenforceable
        by a court from which no appeal has or can be taken; or (b) has itself
        not otherwise finally been held unpatentable by an appropriate
        administrative agency (including but not limited to national patent
        offices).

1.69    "Virus" shall mean Hepatitis B Virus ("HBV"), Hepatitis C Virus ("HCV"),
        and/or Human Papilloma Virus ("HPV").

                                   ARTICLE II
                               TRANSFER OF RIGHTS

2.1     Transfer. Upon the Effective Date, and except as otherwise explicitly
        provided for in Sections 2.2 to 2.6, below, GCOR hereby transfers,
        assigns or otherwise conveys to INNX all of GCOR's right, title and
        interest in and to the Elected Rights, the GCOR Product Rights, the Know
        How Rights, the Trademark Rights, the Copyright Rights and the Study
        Data Packages, within [ *** ] of the Effective Date, GCOR shall provide
        those instruments perfecting such transfer,

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        assignment or conveyance. In the event that an Elected Right cannot
        legally be assigned, then, upon INNX election, GCOR will either license,
        sublicense, or otherwise obtain for INNX access to the non-assignable
        rights, in a manner consistent with GCOR's rights in and to such Elected
        Right, so as to put INNX in the same position as it would have been had
        the contract been assigned. GCOR shall thereafter further perform those
        acts set forth in Sections 2.2-2.6 below relative to the Elected Rights,
        the GCOR Product Rights, the Know-How Rights, the Trademark Rights, the
        Copyright Rights and the Study Data Packages

        During the Term, GCOR shall take any additional actions and execute any
        additional documents, at GCOR's expense, as may be reasonably requested
        by INNX to fully vest in INNX all right, title and interest in and to
        and/or transfer the rights to INNX in all Transferred Rights to the
        extent contemplated by this Agreement and GCOR will be responsible and
        will bear all costs associated with the transfer and delivery of the
        Elected Rights, the GCOR Product Rights, the Know-How Rights, the
        Trademark Rights, the Copyright Rights and the Study Data Packages

2.2     Contracts.

        2.2.1   Exhibit 2.2.1 (a) lists the GCOR Contracts and Exhibit 2.2.1 (b)
                lists all GCOR contracts relating to the Field including those
                which have expired or terminated as of the Effective Date.

        2.2.2   On Exhibit 2.2.1(a) INNX has indicated those GCOR Contracts
                which INNX has elected to assume through assignment or as
                provided in Section 2.2.5 hereof (the "Elected Contracts") and
                those Elected Contracts that form part of the Tier 1 Transferred
                Rights.

        2.2.3   Except as provided in Section 2.2.5: (a) promptly upon the
                Effective Date, GCOR will send Appropriate Notice to any third
                party who is a party to the Elected Contract in order to obtain
                necessary approval, consent or to provide notice, as required
                under such Elected Contracts; (b) within [ *** ] of the
                Effective Date, GCOR shall transfer and assign to INNX all of
                the Elected Contracts which form part of the Tier 1 Transferred
                Rights and will obtain any third party consents required
                therefore; and (c) within [ *** ] of the Effective Date, all
                remaining Elected Contracts shall be transferred by GCOR and
                GCOR shall obtain any third party consents required therefor.
                Once transferred/assigned to INNX, such Elected Contracts shall
                become Transferred Contracts and GCOR shall amend Exhibit
                2.2.1(a) to indicate therein such Transferred Contracts and
                provide INNX with such updated Exhibit 2.2.1(a) periodically,
                and at least [ *** ] and on the [ *** ] day after the Effective
                Date.

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                Until such time as GCOR has transferred all Elected Contracts or
                the Parties have mutually agreed that an Elected Contract will
                not be transferred, GCOR will provide to INNX a copy of all
                notices or requests for consent or approval sent to a party to
                the Elected Contracts and keep INNX closely informed about the
                status thereof, including by providing INNX forthwith with
                copies of correspondence exchanged with such third party
                relating to the transfer/assignment of the Elected Contracts.

        2.2.4   Underlying Rights Certain of the Elected Contracts grant GCOR
                licenses (or sublicenses as the case may be) in and to GCOR
                Licensed Patent Rights, and in some instances Licensed Know How
                Rights and the rights in GCOR Biological Material. Accordingly,
                the transfer and assignment to INNX of the Elected Contracts
                shall include the transfer of the underlying license or
                sublicense in and to the GCOR Licensed Patent Rights and/or
                Licensed Know-How Rights and/or the rights in GCOR Biological
                Material. Upon request by INNX, GCOR will provide any patent
                files in its possession relating to the GCOR Licensed Patent
                Rights.

        2.2.5   Service Contracts. Exhibit 2.2.1(a) lists: those Service
                Contracts that will not be assigned to INNX (the "Non-Assignable
                Service Contracts"), the "IND Related Service Contracts", those
                Service Contracts which INNX shall have GCOR continue to
                contract with the third party service provider for the relevant
                services to the benefit of INNX and at INNX's expense, and the
                agreed period of time as set forth in Sections 11.2 and those
                Service Contracts which shall be assigned to INNX, as well as
                those which form part of the Tier 1 Transferred Rights.

                The Non-Assignable Service Contracts between GCOR on the one
                hand and [ *** ], respectively, on the other hand, shall be
                handled pursuant to

                Section 11.2 and such Service Contracts shall not be transferred
                to INNX.

                The transfer process of the assignable IND Related Service
                Contracts, i.e. the Service Contracts with respectively [ *** ]
                (the "Assignable IND Related Service Contracts"), will be as
                follows. , GCOR will send Appropriate Notice for such Assignable
                IND Related Service Contracts promptly upon the date of the
                effective transfer of the HBV IND. The date of the effective
                transfer of the HBV IND will be the date of receipt by INNX of
                an FDA acknowledgment letter or the date jointly agreed in
                writing between the Parties ("Effective Transfer of IND").
                Within [ *** ] of the Effective Transfer of IND, GCOR shall
                transfer and assign to INNX all of the

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                Assignable IND Related Service Contracts which form part of the
                Tier 1 Transferred Rights and will obtain any third party
                consents required therefore; and within [ *** ] of the Effective
                Transfer of IND, all remaining Assignable IND Related Service
                Contracts, if any, shall be transferred by GCOR and GCOR shall
                obtain any third party consents required therefor. Once
                transferred/assigned to INNX, such Assignable IND Related
                Service Contracts shall become Transferred Contracts and GCOR
                shall amend Exhibit 2.2.1(a) to indicate therein such
                Transferred Contracts and provide INNX with such updated Exhibit
                2.2.1(a) periodically, and at least [ *** ] and on the [ *** ]
                day after the Effective Transfer of IND.

                Until such time as GCOR has transferred all Assignable IND
                Related Service Contracts or the Parties have mutually agreed
                that Assignable IND Related Service Contracts will not be
                transferred, GCOR will provide to INNX a copy of all notices or
                requests for consent or approval sent to a party to the Elected
                Contracts and keep INNX closely informed about the status
                thereof, including by providing INNX forthwith with copies of
                correspondence exchanged with such third party relating to the
                transfer/assignment of the Assignable IND Related Service
                Contracts .

                The transfer process of the remaining Service Contracts (those
                Service Contracts which are not Non-Assignable Service Contracts
                nor Assignable IND Related Service Contracts), [ *** ] shall be
                handled in accordance with the provisions of Section 2.2.3.

        2.2.6   Costs Associated with Transferred Contracts. Except as recorded
                below in Section 2.2.7, GCOR shall be responsible for all costs
                and expenses associated with the Elected Contracts arising prior
                to the Effective Date and all damages and liabilities arising
                from GCOR's acts, omissions, performance or non-performance of
                the Elected Contracts prior to the Effective Date. INNX assumes
                all costs and expenses associated with the Elected Contracts
                arising after the Effective Date, subject to the effective
                transfer of the relevant Elected Contracts within the dates
                mentioned under Sections 2.2.3 and 2.2.5 as applicable, and all
                damages and liabilities arising from INNX's acts, omissions,
                performance or non-performance of each Elected Contracts from
                the date it becomes a Transferred Contract. In addition, GCOR
                shall be responsible for all damages and liabilities arising
                from GCOR's acts, omissions, performance or non-performance of
                the Elected Contracts between the Effective Date and the date
                upon which it becomes a Transferred Contract.

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        2.2.7   The Parties expressly agree as follows: (w) regardless of the
                Effective Date of this Agreement, effective as of [ *** ], INNX
                will assume responsibility for payment of all costs and expenses
                (as estimated on Exhibit 2.2.7(w)) associated with [ *** ]; (x)
                in the event the [ *** ] is paid to [ *** ] based on the [ ***
                ], then the Parties agree to [ *** ] such milestone payment to [
                *** ]; (y) as of February 12, 2004, INNX shall be responsible
                for all costs arising from the undertakings listed on Exhibit
                2.2.7(y); and (z) in the event the [ *** ] Phase I milestone
                payment identified in the License Agreement between Genencor and
                [ *** ] dated [ *** ] as amended, is paid to [ *** ], then the
                Parties agree to [ *** ] such milestone payment to [ *** ].
                Prior to the contracts mentioned in this Section 2.2.7 above,
                becoming Transferred Contracts, GCOR will make all necessary
                payments to the third party thereunder for the costs associated
                therewith and will invoice INNX for the reimbursable portion
                thereof.

        2.2.8   Non-Elected GCOR Contracts. With respect to any GCOR Contracts
                which are still in full force and effect, which INNX has not
                elected to have transferred to it, and without prejudice to the
                other provisions of this Agreement, GCOR will be allowed to
                continue to perform such GCOR Contracts at GCOR's cost, and as
                GCOR sees fit and INNX shall have no right or obligation or
                liability with respect to such non-elected GCOR Contracts.

        2.2.9   Failure to Transfer. In the event GCOR fails to transfer to INNX
                any Elected Contracts as specified in Section 2.2.3 and 2.2.5,
                then INNX shall have the rights as provided under respectively
                Section 10.2.1 or Section 10.3 of this Agreement, as applicable.
                GCOR will have failed to transfer the Elected Contracts to INNX
                in the event that either (i) GCOR will have failed to send an
                Appropriate Notice of assignment to the third party to the
                respective agreement or (ii) the third party to the agreement
                disputes [ *** ] the assignment.

        2.2.9   GCOR has entered into the [ *** ] Agreement listed on Exhibit
                2.2.1(a). INNX desires to obtain an additional right from [ ***
                ] to terminate this [ *** ] Agreement at will. Accordingly, INNX
                shall diligently negotiate with BN to amend the Service
                Agreement to allow for such termination. In the event INNX is
                unsuccessful, after diligent negotiations, to obtain this right
                and INNX subsequently desires to terminate for any reason other
                than material breach by [ *** ], and is unable to do so, then
                GCOR is liable for up to [ *** ] of expenses incurred by INNX
                thereby. Said [ *** ] liability, if applicable, shall be
                credited against the first milestone payment due and payable to
                GCOR under Section 3.3.

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        2.2.11  GCOR hereby represents covenants and warrants that it will not
                work, use, exercise or further convey any of the Transferred
                Contracts.

        2.2.12  With respect to any Elected Contracts, GCOR agrees that until
                such time as an Elected Contract becomes a Transferred Contract:
                (i) it will not take any action with respect to or amend such
                Elected Contract without INNX's prior written consent; (ii) it
                will not take any action or fail to take any action that would
                cause a breach or material default under any such Elected
                Contract; (iii) it will use its best efforts to cause any such
                Elected Contract to remain in full force and effect; and (iv) it
                will promptly provide copies to INNX of all notices received by
                any other party to such Elected Contract.

2.3     Biological Material.

        2.3.1   Exhibit 2.3.1 lists the GCOR Biological Materials.

        2.3.2   On Exhibit 2.3.1 INNX has indicated those GCOR Biological
                Materials which INNX has elected to have transferred to INNX
                (the

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                "Elected Biological Materials") and those Elected Biological
                Materials that form part of the Tier 1 Transferred Rights.

        2.3.3   Ownership. Upon the Effective Date, except with respect to GCOR
                Biological Materials which were originated at [ *** ] and as
                listed on Exhibit 2.3.1, GCOR shall transfer ownership to INNX
                of all of the Elected Biological Materials and all of GCOR's
                right, title and interest therein. With respect to the GCOR
                Biological Materials which were originated at [ *** ] and as
                listed on Exhibit 2.3.1, GCOR shall deliver such materials to
                the location of delivery designated on the Exhibit 2.3.1.

        2.3.4   Delivery. (i) All Tier 1 Elected Biological Materials for which
                no export/import permit is required to ship the relevant
                materials to INNX (Belgium), shall be delivered to INNX within [
                *** ] of the Effective Date. (ii) All remaining 2.3.4(i) Elected
                Biological Materials, if any, shall be delivered to INNX within
                [ *** ]. (iii) All Tier 1 Elected Biological Materials for which
                an export/import permit is required to ship the relevant
                materials to the relevant destination indicated by INNX on the
                Exhibit 2.3.1, shall be delivered to INNX within [ *** ] after
                the receipt by INNX of the import permit. Except for those Tier
                1 Transferred Biological Materials that will be validated
                pursuant to Sections 2.3.6 and 2.3.7, Elected Biological
                Materials shall be deemed transferred to INNX upon an INNX
                representative signing for delivery of the respective Elected
                Biological Materials (at the GCOR location) on Exhibit 2.3.1.
                Nonetheless, it is agreed that [ *** ] of all Elected Biological
                Materials until delivery at INNX premises in Ghent,
                Technologiepark 6, 9052, (Belgium). [ *** ] With the assistance
                of GCOR, INNX shall obtain necessary importation documents
                within [ *** ] of the Effective Date. It is understood and
                agreed that certain of the Biological Material (as designated on
                Exhibit 2.3.1) are stored at third party locations. With respect
                to such materials, the Parties will agree on a case-by-case
                basis whether GCOR should request such third party to physically
                relocate the material to an INNX designated location or whether
                such materials will be maintained at such third party location
                without breaching GCOR's delivery obligations hereunder.
                Additionally, during the Transition Period and subject to
                Article XI hereof, GCOR will furnish INNX with such assistance
                and information as is reasonably requested by INNX to enable it
                to use the Transferred Biological Materials. With regard to
                certain Tier 1 Transferred Biological Materials that will be
                validated pursuant to Sections 2.3.6 and 2.3.7, GCOR shall be
                deemed to have delivered such GCOR Biological Materials to INNX
                upon delivery of the first requested quantity of such GCOR
                Biological Materials, [ *** ] with the specifications set forth
                therefor in Exhibit 2.3.1.(a).

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                During the sixty (60) day delivery period, GCOR will provide to
                INNX a copy of all notices or requests for consent or approval
                exchanged with a party concerning the transfer of Elected
                Biological Materials and keep INNX closely informed about the
                status of such.

                With regard to one Tier 1 Elected Biological Material indicated
                with specificity on Exhibit 2.3.1, [ *** ], the Parties agree
                that INNX will request from [ *** ] delivery to INNX Belgium of
                [ *** ] of this material without delay after the Effective Date.
                Failure of [ *** ] to deliver said material to INNX within [ ***
                ] of the Effective Date, will be deemed to be a failure of GCOR
                to deliver same to INNX in accordance with the provisions of
                this Section 2.3.4.

        2.3.5   GCOR and INNX shall adhere to all applicable laws and
                regulations relating to the transfer and receipt of the
                Transferred Biological Material.

        2.3.6   INNX has the right to [ *** ] which are listed on Exhibit 2.3.1.
                As requested by INNX, GCOR shall retain and maintain such
                additional quantities of the [ *** ] as agreed between the
                Parties needed to replace such materials until such time as INNX
                has [ *** ] meet all of the [ *** ] set forth therefor in
                Exhibit 2.3.1(a).

        2.3.7   Should INNX determine that any [ *** ] material does not
                reasonably meet the [ *** ] set forth in Exhibit 2.3.1(a), INNX
                may either (i) request GCOR to supply INNX within [ *** ] of
                receipt of a request thereto with such further quantities of the
                [ *** ] material needed for INNX to repeat its [ *** ], as well
                as such quantities needed for INNX to subsequently use such
                material(s) as contemplated hereunder, or (ii) require GCOR to [
                *** ]. INNX will not unreasonably refuse a first repeat testing
                in order to determine if the failure to meet the specifications
                is due to the [ *** ] of the [ *** ] and/or [ *** ] or a failure
                of the materials as stored at their original location. It is
                understood that if such validation should be performed, INNX
                must perform the [ *** ] in the Transition Period. It is also
                understood that in the event that INNX requests GCOR to supply
                INNX with such [ *** ] material as provided in (i) above of this
                paragraph, and such repeat validation fails again, INNX retains
                its right to require GCOR [ *** ].

        2.3.8   INNX will grant to GCOR those rights that GCOR needs to the
                Transferred Biological Material to the extent necessary for GCOR
                to perform any services elected by INNX.

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        2.3.9   Non-Elected Biological Materials. With respect to any GCOR
                Biological Materials which INNX does not elect to have
                transferred to it, GCOR will be allowed to retain all rights to
                such materials and to continue to use such GCOR Biological
                Materials at GCOR's cost, and as GCOR sees fit. INNX shall have
                no further right or obligation with respect to such non-elected
                GCOR Biological Material.

        2.3.10  Failure to Deliver. In the event that GCOR fails to deliver to
                INNX any Elected Biological Materials, as is specified in 2.3.4,
                then INNX shall have the rights provided for under Section
                10.2.1 or Section 10.3 of this Agreement, as applicable.

        2.3.11  Except as provided in Section 2.3.8 GCOR hereby represents
                covenants and warrants that it will not work, use, exercise or
                further convey any of the Transferred Biological Materials.

2.4     Product Rights

        2.4.1   Exhibit 2.4.1 lists the GCOR Products Rights. INNX has
                designated the HBV IND as part of the Tier 1 Transferred Rights.

                Within [ *** ] of the Effective Date GCOR shall submit to the
                U.S. FDA the necessary documentation and shall facilitate
                correspondence between respectively [ *** ] on the one hand, and
                the FDA on the other hand relating to the access by the FDA of
                the [ *** ] (Althea), promptly thereafter take such other steps
                as necessary to effectuate such transfer of the HBV IND with the
                aim of transferring sponsorship of the HBV IND within [ *** ] of
                the Effective Date. INNX will provide full cooperation in
                effecting such transfer including participating in conference
                calls, sending necessary correspondence to the FDA and by
                providing advance notice to GCOR that it has obtained suitable
                clinical trial insurance. Once sponsorship is transferred to
                INNX, such GCOR Product Rights shall become Transferred Product
                Rights and GCOR shall amend Exhibit 2.4.1 to include therein
                such Transferred Product Rights.

        2.4.2   Failure to Transfer. In the event that GCOR fails to take the
                appropriate steps as specified under Section 2.4.1, then INNX
                shall have the rights as provided under respectively Sections
                10.2.1 or 10.3 of this Agreement as applicable.

        2.4.3   GCOR hereby represents covenants and warrants that it will not
                work, use, exercise or further convey any of the Transferred
                Product Rights.

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2.5     Intellectual Property Rights

        2.5.1   GCOR Patent Rights.

                  2.5.1.1  Exhibit 2.5.1.1 lists the GCOR Patent Rights
                           including the GCOR Exclusive Patent Rights (Exhibit
                           2.5.1.1(a)), the GCOR Joint Patent Rights (Exhibit
                           2.5.1.1(b)) and the GCOR Licensed Patent Rights
                           (Exhibit 2.5.1.1(c)). GCOR has designated on Exhibit
                           2.5.1.1(a) those GCOR Exclusive Patent Rights which
                           will not be assigned to INNX (the "NonAssignable GCOR
                           Exclusive Patent Rights"). GCOR shall grant INNX
                           those rights specified in the "Non-Assignable GCOR
                           Exclusive Patent Rights License Agreement"
                           substantially in the form as set out in Exhibit
                           2.5.1.3(a), which agreement when executed shall be
                           incorporated herein and made a part hereof.

                  2.5.1.2  Exhibits 2.5.1.1(a) and 2.5.1.1(b) designate those
                           GCOR Patent Rights that INNX has elected to have
                           transferred to INNX (the "Elected Patent Rights") and
                           those that form part of the Tier 1 Transferred
                           Rights. With respect to GCOR Licensed Patent Rights
                           on Exhibit 2.5.1.1(c), these shall be considered as
                           "Elected Patent Rights" and transferred to INNX
                           pursuant to election of the controlling GCOR Contract
                           pursuant to Section 2.2.4.

                  2.5.1.3  Within [ *** ] after the Effective Date, GCOR shall
                           procure all necessary signatures as are needed to
                           transfer and assign to INNX all of its right, title
                           and interest in the Elected Patent Rights listed on
                           Exhibit 2.5.1.1(a), (b) and (c) which form part of
                           the Tier 1 Transferred Rights and GCOR shall transfer
                           to INNX a copy of the prosecution files (under GCOR's
                           control and in its possession as of the Effective
                           Date) relative thereto. All remaining Elected Patent
                           Rights designated on Exhibits 2.5.1.1(a), (b) and (c)
                           shall be transferred by GCOR to INNX as described in
                           the preceding sentences within [ *** ] of the
                           Effective Date and GCOR shall obtain any third party
                           consents required therefor. Once such Elected Patent
                           Rights are transferred, assigned or licensed to INNX,
                           such Elected Patent Rights shall become Transferred
                           Patent Rights and GCOR shall amend Exhibits
                           2.5.1.1(a), (b) and (c) to include therein such
                           Transferred Patent Rights.

                  2.5.1.4  Opposition. Within [ *** ] after the Effective Date,
                           GCOR will transfer to INNX, the right to conduct the
                           Opposition (the Opposition being a Tier 1 Transferred
                           Right) and GCOR's file associated

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                           therewith to INNX. INNX will use commercially
                           reasonable efforts to prosecute such Opposition at
                           INNX's cost. During the Opposition proceeding, GCOR
                           will to the extent necessary remain as the named
                           opponent and shall cooperate with INNX as reasonably
                           requested by INNX in connection with GCOR's role as a
                           named opponent in the Opposition (such as signing
                           necessary papers as the named Opponent) but will have
                           no further obligation to INNX with regard to this
                           proceeding.

                  2.5.1.5  INNX will reimburse GCOR for any reasonable out of
                           pocket expenses incurred as a result of its
                           cooperation with INNX pursuant to Section 2.5.1.4.
                           During the Transition Period, GCOR shall procure all
                           necessary signatures from GCOR employee inventors or
                           other inventors as are needed to perfect INNX's
                           rights in, title to and/or ownership of the
                           Transferred Patent Rights listed on Exhibits
                           2.5.1.1(a) and (b) and shall furnish INNX with such
                           documentation.

                  2.5.1.6  GCOR shall provide Notice to INNX as soon as
                           reasonably possible (but in any event, no later than
                           thirty (30) days after the filing by GCOR of any
                           relevant patent applications) of those inventions or
                           discoveries conceived and/or reduced to practice
                           before the Effective Date or within [ *** ] following
                           the Effective Date; and which are useful or

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                           necessary in the development, manufacture, use, sale
                           or importation of a Product. INNX shall have [ *** ]
                           after its receipt from GCOR of the Notice of the
                           existence of such patent applications to elect to
                           have the same transferred to INNX. Such election by
                           INNX shall be made by INNX giving Notice to GCOR that
                           it wishes to have such patent applications
                           transferred to it.

                  2.5.1.7  Within [ *** ] after its receipt of the Notice from
                           INNX that the additional GCOR Patent Rights are
                           Elected Patent Rights as set forth in Section 2.5.1.6
                           above, GCOR will either assign such additional GCOR
                           Patent Rights or grant a license to INNX in
                           accordance with the terms set forth in Section 2.5.1
                           of this Agreement, GCOR will assign/license to INNX
                           all such additional Elected Patent Rights and shall
                           obtain all third party consents required therefor
                           within [ *** ] of such election and to transfer to
                           INNX all the appropriate prosecution files (under
                           GCOR's control and in its possession as of the date
                           of the election) relevant thereto. Once assigned or
                           licensed to INNX, such additional Elected Patent
                           Rights shall become Transferred Patent Rights and the
                           Parties shall amend Exhibit 2.5.1.1(a) or (b) as the
                           case may be and Exhibit 1.46 to include therein such
                           Transferred Patent Rights. In the event that the
                           additional Elected Patent Rights are licensed, the
                           Parties will enter into a mutually acceptable
                           definitive license agreement relative thereto.

                  2.5.1.8  Costs Associated with Transferred Patent Rights.
                           Except as expressly set forth herein or as otherwise
                           agreed by the Parties, INNX shall as of the Effective
                           Date be responsible for all costs and expenses
                           associated with those Transferred Patent Rights
                           referred to in Section 2.5.1.3 (a) and Exhibit
                           2.5.1.3 (a) and which arise after the Effective Date,
                           subject to the effective transfer of the relevant
                           Transferred Patent Rights within the dates mentioned
                           under Section 2.5.1.3. Following the Effective Date
                           but prior to any transfer thereof, GCOR will, at
                           INNX's expense, take all actions with respect to the
                           Transferred Patent Rights as requested by INNX and
                           GCOR shall keep INNX informed of all actions
                           necessary to be taken with respect to such
                           Transferred Patent Rights.

                  2.5.1.9  Non-Elected Patent Rights. With respect to any Patent
                           Rights which INNX does not elect pursuant to Section
                           2.5 to have transferred to it, GCOR will be allowed
                           to continue to

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                           use, transfer or otherwise convey such Patent Rights,
                           at GCOR's cost, and as GCOR sees fit.

                  2.5.1.10 Failure to Transfer. In the event that within [ *** ]
                           or [ *** ] of the Effective Date, GCOR fails to
                           transfer to INNX any Elected Patent Rights, then INNX
                           shall have the rights as provided under respectively
                           Section 10.2.1 or Section 10.3 of this Agreement.
                           GCOR will have failed to transfer the Elected Patent
                           Rights to INNX in the event that it does not procure
                           all necessary signatures as are needed to perfect
                           INNX's rights in, title to and/or ownership of the
                           Elected Patent Rights or to transfer/assign the
                           Elected Contracts.

                  2.5.1.11 Except as provided in Exhibit 2.5.1.3 (a), GCOR
                           hereby represents covenants and warrants that it will
                           not work, use, exercise or further convey any of the
                           Transferred Patent Rights.

         2.5.2    Know-How Rights

                  2.5.2.1  Exhibit 2.5.2.1 lists the Know-How Rights.

                  2.5.2.2  On Exhibit 2.5.2.1 INNX has indicated those Know-How
                           that form part of the Tier 1 Transferred Rights.

                  2.5.2.3  Upon the Effective Date, GCOR hereby assigns to INNX
                           all of its right, title and interest in the Know-How
                           Rights.

                  2.5.2.4  Delivery. All Tier 1 Know-How Rights shall be
                           delivered to INNX within [ *** ] of the Effective
                           Date, and all remaining Know-How Rights shall be
                           delivered to INNX [ *** ]. Know-How Rights shall be
                           deemed delivered to INNX upon an INNX representative
                           signing for receipt of the respective Know-How Rights
                           on Exhibit 2.5.2.1.

                  2.5.2.5  Failure to Deliver. In the event that GCOR fails to
                           deliver to INNX any Know-How Rights as is specified
                           in Section 2.5.2.3 then INNX shall have the rights
                           provided for under Section 10.2.1 or Section 10.3 of
                           this Agreement as applicable.

                  2.5.2.6  GCOR hereby represents covenants and warrants that it
                           will not work, use, exercise or further convey any of
                           the Know How Rights in the Field.

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         2.5.3    Trademark Rights and Copyright Rights

                  2.5.3.1  Exhibit 2.5.3.1(a) list the registered Trademark
                           Rights and Exhibit 2.5.3.1(b) lists the registered
                           Copyright Rights

                  2.5.3.2  Upon the Effective Date, GCOR hereby assigns to INNX
                           all of its right, title and interest in the
                           Trademarks Rights and Copyright Rights, whether
                           registered or not.

                  2.5.3.3  GCOR hereby represents covenants and warrants that it
                           will not work, use, exercise or further convey any of
                           the Trademarks and Copyright Rights, whether
                           registered or not.

2.6     Study Data Packages

        2.6.1   Exhibit 2.6.1 lists the Study Data Packages. INNX has designated
                on Exhibit 2.6.1 the Study Data Packages that form a part of the
                Tier 1 Transferred Rights.

        2.6.2   Upon the Effective Date, GCOR hereby assigns to INNX all of its
                right, title and interest in the Study Data Packages.

        2.6.3   Delivery. All Tier 1 Study Data Packages shall be delivered to
                INNX within [ *** ] of the Effective Date, and all remaining
                Study Data Packages shall be delivered to INNX within [ *** ].
                Study Data Packages shall be deemed delivered to INNX upon an
                INNX representative signing for receipt of the respective Study
                Data Package on Exhibit 2.6.1.

        2.6.4   Failure to Deliver. In the event that GCOR fails to deliver to
                INNX any Study Data Package, as is specified in Section 2.6.2
                then INNX shall have the rights provided for under Section
                10.2.1 or Section 10.3 of this Agreement as applicable.

        2.6.5   GCOR hereby represents, covenants and warrants that it will not
                use or further convey any of the Study Data Packages.

                                   ARTICLE III
                                  CONSIDERATION

3.1     Upfront Payment. Within [ *** ] of the Effective Date, subject to the
        receipt of a corresponding invoice, INNX shall pay to GCOR via wire
        transfer in immediately available funds a one-time, lump sum, non-
        refundable (except as specifically provided for in Section 10.2.1), non-
        creditable payment of [ *** ] (the "Upfront Payment").

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3.2     Anniversary Payment. Within [ *** ] of the one-year anniversary date of
        the Effective Date, subject to the receipt of a corresponding invoice,
        INNX shall pay to GCOR via wire transfer in immediately available funds
        a one-time, lump sum, non-refundable, non-creditable payment of [ *** ].

3.3     Milestone Payments. During the Term INNX will pay GCOR certain milestone
        payments ("Milestone Payments") for a Product or Know-How Product upon
        the first achievement by INNX, its Affiliate or sub-licensee of each of
        the milestone triggering event(s) ("Milestone Triggering Events")
        detailed below, and subject to Section 3.4:

        (a)     HBV Product or HBV Know-How Product-related Milestone Payments
                and Milestone Triggering Events:

                        (i)     [ *** ] upon the [ *** ] of an [ *** ];

                        (ii)    [ *** ] upon the [ *** ] of the [ *** ];

                        (iii)   [ *** ] upon the [ *** ] of [ *** ];

                        (iv)    [ *** ] upon [ *** ]; and

                        (v)     [ *** ] upon [ *** ];

                                a.      provided however, if the [ *** ] in [
                                        *** ], INNX shall pay [ *** ] of the [
                                        *** ] Milestone Payment and upon [ *** ]
                                        in [ *** ], INNX shall pay the remaining
                                        [ *** ] of the [ *** ] Milestone
                                        Payment. Upon a [ *** ] respectively in
                                        [ *** ], INNX shall pay the [ *** ]
                                        Milestone Payment; and

                                b.      further provided, if the [ *** ] occurs
                                        in [ *** ], INNX shall pay [ *** ] of
                                        the [ *** ] Milestone Payment and upon
                                        the [ *** ], in [ *** ], INNX shall pay
                                        the remaining [ *** ] of the [ *** ]
                                        Milestone Payment.

        (b)     HPV Product -related Milestone Payments and Milestone Triggering
                Events:

                        (i)     [ *** ] upon the [ *** ] of an [ *** ];

                        (ii)    [ *** ] upon the [ *** ] of the [ *** ];

                        (iii)   [ *** ] upon the [ *** ] of a [ *** ]; (iv) [
                                *** ] upon [ *** ]; and

                        (v)     [ *** ] upon [ *** ].

        (c)      HCV Product-related Milestone Payments and Milestone Triggering
                 Events:

                        (i)     [ *** ] upon [ *** ] of the [ *** ];

                        (ii)    [ *** ] upon the [ *** ] [ *** ] of a [ *** ];

                                (iii)   [ *** ]; and

                                (iv)    [ *** ] of [ *** ].

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        For the purposes of this Section 3.3, the Parties explicitly agree that
        the Product/Know-How Product means a Product/Know-How Product [ *** ].

        With regard to a [ *** ] Product covered only by a Valid Claim of one or
        more patents [ *** ], and for which a Milestone Triggering Event has
        occurred, then for the sole purpose of this clause, such [ *** ] Product
        shall be treated as a Know-How Product for determination of the amount
        of Milestone Payment due. In the event the [ *** ] Product subsequently
        becomes covered by a Valid Claim of a [ *** ], then the unpaid
        difference between the Milestone Payment due for a Product and due for a
        Know-How Product, will be due and payable to GCOR.

        Effect of Discontinuance of Clinical Development. No milestone payment
        triggered by a Successful Completion will be due if clinical development
        of the Product is discontinued before Successful Completion.

        For illustration purposes, if a candidate HBV Product X which is
        developed or made using [ *** ] ("candidate X") reaches a [ *** ] of the
        [ *** ] and an [ *** ] of a [ *** ] is [ *** ] but not [ *** ]; and if a
        new candidate HBV Y which is developed or made using [ *** ] ("candidate
        Y") reaches a [ *** ] of the [ *** ], an [ *** ] of a [ *** ], a [ *** ]
        of a [ *** ] and [ *** ] in the[ *** ], then the following Milestone
        Payments will be due: (i) for candidate X: [ *** ] and (ii) for
        candidate Y: [ *** ].

3.4     Know-How Product Milestones. Milestone Payments due for Know-How
        Product(s) under Section 3.3 shall be [ *** ] percent [ *** ] of the
        respective amount specified in Section 3.3. In the event that a
        Milestone Triggering Event has been achieved with a Know-How Product and
        subsequently the same Milestone Triggering Event is achieved with a
        Product, then the payment for that Product based Milestone Triggering
        Event shall be the remaining [ *** ] percent [ *** ] of the respective
        amount specified in Section 3.3. In no event shall INNX pay more than
        one hundred percent (100%) of any of the applicable Milestone Payments.

3.5     Timing of Payment. INNX shall promptly provide Notice to GCOR upon
        achievement of each Milestone Triggering Event. Thereafter, GCOR shall
        invoice INNX for the respective amount specified in Section 3.3 and 3.4.
        The Milestone Payments shall be due and payable via wire transfer in
        immediately available funds by INNX within [ *** ] of the receipt of a
        corresponding invoice.

3.6     Product Royalty Payments. During the Royalty Term INNX shall pay GCOR a
        royalty on annual Net Sales of: (i) Products sold by INNX, its
        Affiliates or sub-licensees as summarized in Table 3.6 and as detailed
        in Sections 3.6(a)-(d) and (h) as may be reduced as per Section 3.6 (f),
        3.6(g), 3.6(i),

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        3.6(j), 3.6(k) and 3.6(l) and in Section 3.6(e); and/or (ii) Know-How
        Products sold by INNX, its Affiliates or sub-licensees as detailed as
        per Section 3.7 hereof:

                                    Table 3.6
                                 Royalty Summary

<TABLE>
<S>          <C>             <C>               <C>                <C>               <C>
[  ***  ]    [  ***  ]       [  ***  ]         [  ***  ]          [  ***  ]         [  ***  ]
---------------------------------------------------------------------------------------------
[  ***  ]    [  ***  ]       [  ***  ]         [  ***  ]          [  ***  ]         [  ***  ]
---------------------------------------------------------------------------------------------
[  ***  ]    [  ***  ]       [  ***  ]         [  ***  ]          [  ***  ]         [  ***  ]
---------------------------------------------------------------------------------------------
[  ***  ]    [  ***  ]       [  ***  ]         [  ***  ]          [  ***  ]         [  ***  ]
---------------------------------------------------------------------------------------------
[  ***  ]    [  ***  ]       [  ***  ]         [  ***  ]          [  ***  ]         [  ***  ]
---------------------------------------------------------------------------------------------
</TABLE>

        (a)     Type 1 Product Royalty. In the event of a Type 1 Product, the
                applicable royalty shall be: (i) [ *** ] percent [ *** ] of
                annual Net Sales of [ *** ] Product sold by INNX, its Affiliate
                or sublicensee; (ii) [ *** ] percent

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                [ *** ] of annual Net Sales of [ *** ] Product sold by INNX,
                its Affiliate or sublicensee; or (iii) [ *** ] percent [ *** ]
                of annual Net Sales of [ *** ] Product sold by INNX, its
                Affiliate or sublicensee.

        (b)     Type 2 Product Royalty. In the event of a Type 2 Product, the
                applicable royalty shall be: (i) [ *** ] percent [ *** ] of
                annual Net Sales of [ *** ] Product sold by INNX, its Affiliate
                or sublicensee; (ii) [ *** ] percent [ *** ] of annual Net Sales
                of [ *** ] Product sold by INNX, its Affiliate or sublicensee;
                and (iii) [ *** ] percent [ *** ] of annual Net Sales of [ *** ]
                Product sold by INNX, its Affiliate or sublicensee.

        (c)     Type 3 Product Royalty. In the event of a Type 3 Product, the
                applicable royalty shall be: (i) [ *** ] percent [ *** ] of
                annual Net Sales of [ *** ] Product sold by INNX, its Affiliate
                or sublicensee; (ii) [ *** ] percent [ *** ] of annual Net Sales
                of [ *** ] Product sold by INNX, its Affiliate or sublicensee;
                or (iii) [ *** ] percent [ *** ] of annual Net Sales of [ *** ]
                Product sold by INNX, its Affiliate or sublicensee.

        (d)     Type 4 Product Royalty. In the event of a Type 4 Product, the
                applicable royalty shall be: (i) [ *** ] percent [ *** ] of
                annual Net Sales of [ *** ] Product sold by INNX, its Affiliate
                or sublicensee; (ii) [ *** ] percent [ *** ] of annual Net Sales
                of [ *** ] Product sold by INNX, its Affiliate or sublicensee;
                or (iii) [ *** ] percent [ *** ] of annual Net Sales of [ *** ]
                Product sold by INNX, its Affiliate or sublicensee.

        (e)     Type 5 Product Royalty. In the event of the Type 5 Product, the
                applicable royalty rate shall be [ *** ] of annual Net Sales of
                such Product sold by INNX, its Affiliate or sublicensee.

        (f)     [ *** ]. In the event that INNX or its sublicensees or
                Affiliates takes a [ *** ] to [ *** ] and which are listed in
                Exhibit 3.6(f), or to any [ *** ] listed in said Exhibit 3.6(f),
                in order to commercialize either a [ *** ] Product that has [
                *** ], or a [ *** ] Product, on a country-by-country basis (the
                "[ *** ] Scenario I"), then the royalty rate due to GCOR under
                this Section 3.6 on Net Sales of the applicable Product in that
                country may be reduced by [ *** ]% of the royalty rate due to
                such third party on account of such license to such patent
                rights; provided that the royalty rate to GCOR shall not be
                reduced below [ *** ] for [ *** ] Product, [ *** ] for [ *** ]
                Product and [ *** ] for [ *** ] Product. Further provided that
                in the [ *** ] Scenario I and solely as it relates to the [ ***
                ] Product, if INNX successfully negotiates with [ *** ] to
                reduce [ *** ]below [ *** ] and above [ *** ], GCOR's [ *** ] as
                above) can be [ *** ] to a [ *** ] of [ *** ].

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        (g)     In the event that a governmental agency in any country or
                territory grants or compels INNX, its Affiliates or sublicensees
                to grant a license, to any third party for any Product/Know-How
                Product , the royalty rate applicable to sales of Product and/or
                Know-How Product shall be [ *** ] in all the countries where a
                third party product is sold further to the grant of the
                compulsory license, as follows: [ *** ]. In the event there is
                no reference market, then [ *** ] will be equal to [ *** ]. A
                reference market is a market in respect of which INNX has
                granted a license. In case there is more than one reference
                market and the royalty rates payable to INNX differ in the
                different markets, then the reference market with the closest
                GDP per capita will be the reference market. The achievement of
                a Milestone Triggering Event by a sublicensee of INNX under a
                compulsory license scheme will not be considered as a Milestone
                Triggering Event for the purpose of this Agreement and no
                Milestone Payment will be payable in such event.

        (h)     In the event that a [ *** ] Product or [ *** ] the [ *** ] is
                not the [ *** ] and either: (i) the decision not to use [ *** ]
                is taken after [ *** ] or (ii) INNX has taken the decision not
                to use [ *** ] based on [ *** ] failure to deliver the MVA that
                meets the relevant contractual specifications at any time after
                the execution of the supply and license agreements between INNX
                and [ *** ], then the respective applicable royalty rate for
                such [ *** ] Product or [ *** ] Product, will be [ *** ] to [
                *** ].

        (l)     In the event that INNX or its sublicensees or Affiliates take a
                royalty bearing license to patent rights claiming [ *** ], in
                order to commercialize a Product on a country-by-country basis
                (the "[ *** ] Scenario II"), then the royalty rate due to GCOR
                under this Section 3.6 on Net Sales of the applicable Product in
                that country shall be [ *** ] by [ *** ] of the royalty rate due
                to such third party on account of such license to such patent
                rights provided that the royalty rate to GCOR shall not be [ ***
                ] for [ *** ] Product, [ *** ] for [ *** ] Product and [ *** ]
                for [ *** ] Product.

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        (j)     In the event that both [ *** ] Scenario I and [ *** ] Scenario
                II apply, the royalty rate due to GCOR on Net Sales of the
                applicable Product on a country by country basis due to GCOR
                will not [ *** ] respectively [ *** ] for [ *** ] Product, [ ***
                ] for [ *** ] Product and [ *** ] for [ *** ] Product.

        (k)     In the event that INNX or its sublicensees or Affiliates take a
                royalty-bearing license to [ *** ] issued to [ *** ] and
                continuations, continuations-in-part and divisions thereof, in
                order to commercialize a Product, then the royalty-rate due to
                GCOR under this Section 3.6 on Net Sales of an [ *** ] Product
                shall be [ *** ] by [ *** ] percent of the royalty-rate due to [
                *** ] on account of such license, provided that the royalty-rate
                due to GCOR shall not be [ *** ]: (i) [ *** ] for a [ *** ]
                Product; (ii) [ *** ] for a [ *** ] Product; (iii) [ *** ] for a
                [ *** ] Product; and (iv) [ *** ] for a [ *** ] Product.

        (l)     In the event that INNX or its sublicensees or Affiliates take a
                royalty bearing license to [ *** ] issued to [ *** ] and
                continuations, continuations-in-part and divisions thereof, as
                well as their respective foreign counterparts, in order to
                commercialize a Product, then the royalty-rate due to GCOR under
                this Section 3.6 on Net Sales of a Product shall be [ *** ] by [
                *** ] percent of the royalty-rate due to [ *** ] on account of
                such license, provided that the royalty-rate due to GCOR shall
                not be [ *** ]: (i) [ *** ] for a [ *** ] Product; (ii) [ *** ]
                for a [ *** ] Product; and (iii) [ *** ] for a [ *** ] Product.

        (m)     In the event that a Product is not, or ceases to be covered by a
                Valid Claim in the country of sale, the royalty rate applicable
                to that Product in such country shall be calculated and treated
                as per Section 3.7 (Know-How Product Royalty).

3.7     Know-How Product Royalty. In the case of a Know-How Product, then INNX
        will during the Royalty Term pay to GCOR a Know-How Royalty of [ *** ]
        percent [ *** ] of relevant royalty from Section 3.6 (a) through (d) and
        in Section 3.6 (h), as [ *** ] by application of Section 3.6 (f),
        3.6(g), 3.6(i), 3.6(j), 3.6(k) and 3.6(l), which would be payable to
        GCOR if the Know-How Product were a Type 1, 2, 3 or 4 Product
        respectively, provided that the royalty rate to GCOR shall not be [ ***
        ] [ *** ] for [ *** ] Product, [ *** ] for [ *** ] Product and [ *** ]
        for [ *** ] Product. This Know-How Royalty will be payable on a
        product-by-product basis for a period of [ *** ] from the date of the
        first commercial sale of the relevant Know-How Product (or Product, if
        the Know-How Product was a Product at any time prior to being a Know-How
        Product) in any country.

3.8     In any event, except in the case of 3.6. (g), the royalty-rate due to
        GCOR on Net Sales of a Product Type 1-4 or a Know-How Product Type 1-4,
        shall never be below [ *** ] for [ *** ]

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        Product/Know-How Product, [ *** ] for [ *** ] Product/Know-How Product
        and [ *** ] for [ *** ] Product/Know-How Product. If [ *** ] provisions
        of Section 3.6(f), 3.6(i), 3.6(k) and/or 3.6(l) apply for a Product/Know
        How Product, then the royalty rate applicable to that Product will be [
        *** ] each of the [ *** ] provided under each of these subsections,
        provided that such resulting royalty rate shall [ *** ] [ *** ] for [
        *** ] Product/Know-How Product, [ *** ] for [ *** ] Product/Know-How
        Product and [ *** ] for [ *** ] Product/Know-How Product.

3.9     No royalty payment or fee shall be due and owing for any Product/Know
        How Product after expiration of the Royalty Term.

                                   ARTICLE IV
                               PAYMENT AND REPORTS

4.1     Keeping of Records. INNX shall keep, and impose on its Affiliates and
        sublicensees to keep, complete and correct records of gross sales and
        the Net Sales calculated there from of Product(s) and Know-How
        Product(s) for a period of [ *** ] from the making of a royalty payment
        with respect to such Net Sales under this Agreement.

4.2     Reports. To the extent available, using commercially reasonable efforts,
        during the Royalty Term INNX shall [ *** ] on or about the anniversary
        date of the Effective Date, provide a written report to GCOR summarizing
        the worldwide status of the Transferred Patent Rights specified on
        Exhibit 1.46 (including patent numbers, grant date, date of expiration
        of granted patents).

4.3     Payment Term. All royalty payments under this Agreement shall become due
        and payable [ *** ] after the last day of the calendar quarter in which
        the corresponding Net Sales of Product and Know-How Product were made.
        To the extent that any payment terms agreed between INNX and a
        sublicensee make the payment terms provided for herein impractical, then
        the Parties shall agree to an extended payment term not to exceed [ ***
        ]. Payment shall be via wire transfer in immediately available funds,
        accompanied by a report, specifying the relevant Product type (Type 1-5
        Product), gross sales of Product and/or Know-How Product on a
        country-by-country basis less the deductions permitted in Section 1.36
        and any royalty set off permitted under Section 3.6(f) through (j) and
        the resulting calculation of the Net Sales used in the computation of
        the royalty payments.

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4.4     Currency and Exchange Rate. Payments under this Agreement will be made
        in U.S. Dollars via wire transfer to a bank account to be designated by
        GCOR. Net Sales in currency other than U.S. Dollars shall be converted
        into Net Sales in U.S. Dollars on a quarterly basis using the rate of
        exchange as quoted by the Wall Street Journal Europe on the last
        business day of the applicable quarter in which the corresponding sales
        of Product and Know-How Products were made.

4.5     Audit of Records. INNX will allow GCOR to appoint a firm of independent
        certified public auditors of international standard to whom INNX has no
        reasonable objection to audit INNX's records associated with any payment
        due to GCOR hereunder. INNX will give such auditor access, during
        ordinary business hours and subject to reasonable advance notice, to
        such records as are necessary for the sole and exclusive purpose to
        verify the accuracy of any payments made or payable under this Agreement
        for a period covering not more than the preceding three (3) years. Such
        access shall be granted no more than once in a calendar year, at GCOR's
        expense. The independent certified public auditor shall be under a
        confidentiality obligation to INNX to disclose to GCOR in its report
        only the amount payable under this Agreement. In the event it is
        determined that the records indicate that the amount payable under this
        Agreement by INNX is more than the amount actually paid, INNX shall pay
        such difference within sixty (60) days of such accountant's report
        (together with any interest thereon pursuant to Section 4.6), and if
        that difference is greater than [ *** ] percent [ *** ] of the amounts
        actually paid, then the costs and expenses of said independent certified
        public auditor shall be borne by INNX, provided however that in case the
        audit report is disputed by INNX the dispute shall be resolved in
        accordance with Section 13.11.

4.6     Late Payments. In the event that any payment due hereunder is not made
        when due, the payment shall accrue interest from the date due at the
        rate of LIBOR plus two and one half percent (2.5%); provided, however,
        that in no event shall such rate exceed the maximum legal annual
        interest rate. The payment of such interest shall not limit a Party from
        exercising any other rights it may have as a consequence of the lateness
        of any payment.

4.7     Withholding. Any withholding of taxes levied by tax authorities on the
        payments hereunder shall be borne by GCOR and deducted by INNX from the
        sums otherwise payable by it hereunder for payment to the proper tax
        authorities on behalf of GCOR. INNX agrees to cooperate with GCOR in the
        event that GCOR claims exemption from such withholding or seeks credits
        or deductions under any double taxation or similar treaty or agreement
        from time to time in force, such cooperation to consist of providing
        receipts of payment of such withheld tax or other documents reasonably
        available to INNX.

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                                    ARTICLE V
                                 [ *** ] RIGHTS

5.1     [ *** ] Rights. Subject to the terms and conditions of any Transferred
        Contracts and of this Section 5.1, INNX shall have worldwide rights to
        make, use, market and sell the Product and Know-How Products. In the
        event INNX elects to make [ *** ] rights for [ *** ] Product or Know-How
        Product or [ *** ] of the Product(s) and Know-How Product(s) available
        to any third party (being a party other than an Affiliate, sublicensee
        or co-developer [ *** ] of INNX for a Product and Know How Product)
        under a transaction [ *** ] covering the [ *** ], then GCOR shall have a
        right of [ *** ] to [ *** ] the [ *** ], as described in this Section.
        INNX shall provide GCOR with Notice if it intends to make [ *** ]
        rights available to a third party and GCOR shall have [ *** ] from the
        such Notice to give Notice to INNX that GCOR desires to negotiate with
        INNX the terms of such [ *** ] rights. If GCOR provides INNX with said
        Notice, to so negotiate such terms, then INNX and GCOR shall negotiate
        in good faith to finalize an agreement for such [ *** ] rights within a
        period of [ *** ]. If at the end of such [ *** ] period, the Parties are
        unable to reach an agreement on such terms, then INNX shall be free to
        negotiate the terms of such [ *** ] rights with any third party without
        further obligation to GCOR with respect to such [ *** ] rights.

5.2     INNX acknowledges that it may not circumvent GCOR's right of [ *** ]
        merely by adding an [ *** ] to [ *** ] rights.

                                   ARTICLE VI
                         REPRESENTATIONS AND WARRANTIES

6.1     By GCOR. GCOR represents and warrants to INNX that:

        (a)     Corporate Power. As of the Effective Date, GCOR is duly
                organized and validly existing under the laws of Delaware and
                has full corporate power and authority to enter into this
                Agreement and carry out the provisions hereof;

        (b)     Due Authorization. As of the Effective Date, GCOR is duly
                authorized to execute and deliver this Agreement and to perform
                its obligations hereunder. The person executing this Agreement
                on GCOR's behalf has been duly authorized to do so by all
                requisite corporate action;

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        (c)     Binding Agreement. This Agreement is a legal and valid
                obligation binding upon GCOR and enforceable in accordance with
                its terms. As of the Effective Date, the execution, delivery and
                performance of this Agreement by GCOR does not conflict with any
                agreement, instrument or understanding, oral or written, to
                which it is a party or by which it may be bound, nor violate any
                material law or regulation of any court, governmental body or
                administrative or other agency having jurisdiction over it;

        (d)     Consents Except as listed on Exhibit 6.1(d), no consent of any
                third party is necessary for any transfer, assignment or
                conveyance of the assets to be transferred, assigned or conveyed
                under this Agreement;

        (e)     Except with respect to GCOR's continuing obligation to transfer
                or deliver [ *** ] to INNX hereunder, as of the Effective Date,
                GCOR has, to the best of its Knowledge, disclosed to INNX all
                the information, in its possession which is material to the
                development of Products and Know-How Products or to the
                application of the Technology in the Field. Prior to or as of
                the Effective Date, GCOR is not aware of any fact, matter or
                circumstance which is in the Knowledge of GCOR and which GCOR
                has not disclosed and which would [ *** ] render any information
                provided [ *** ];

        (f)     Sufficiency. The GCOR Biological Materials, GCOR Contracts, GCOR
                Patent Rights, GCOR Product Rights and the GCOR Patent rights
                (the "GCOR Rights") collectively are all of the rights in its
                Control [ *** ];

        (g)     Validity. Prior to or as of as of the Effective Date, GCOR has
                no Knowledge of any action, suit or inquiry or investigation
                instituted by any federal or state governmental agency, which
                questions the validity of this Agreement nor has it received any
                notice from any third party to the effect that any action, suit,
                inquiry or investigation has been instituted by any federal or
                state governmental agency which questions the validity of the
                Elected Patent Rights;

        (h)     To the best of its Knowledge GCOR has not taken or failed to
                take any action which might result in the invalidity and/or
                unenforceability of the Elected Patent Rights or part of them.
                Prior to or as of the Effective Date, GCOR has no Knowledge of,
                and has not received any notice from a third party, to the
                effect that the Elected Patent Rights may be subject to
                challenge, are invalid or are unenforceable;

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        (i)     Consents. Prior to or as of the Effective Date, GCOR has
                properly obtained all operational, regulatory and ethical
                licenses, permits, consents and authorities necessary at this
                stage of [ *** ] of the [ *** ] Product and to the best of its
                Knowledge GCOR has properly obtained all operational, regulatory
                and ethical licenses, permits, consents and authorities
                necessary at this stage of [ *** ] of the [ *** ] Product, and
                has conducted its development in accordance with all such
                licenses, permits, consents and authorities and GCOR has not
                received any communication from any regulatory authority that
                would indicate that any such license, permit, consent or
                authority may be terminated, cancelled or revoked. In developing
                the Technology, GCOR has, to the best of its Knowledge complied
                with all applicable US legislation and all such licenses,
                permits, consents and authorities;

        (j)     Clinical Trials. Prior to or as of the Effective Date, GCOR has
                no Knowledge that any of the investigators participating in any
                study relating to the HBV Phase I clinical trial (commenced in
                February 2004) have any conflict of interest or any interest
                disclosable under 21 CFR Part 54 or under the FDA guidance on
                the Financial Disclosure by Clinical Trial Investigators. The
                HBV Phase I clinical trial is [ *** ] and that, prior to or as
                of the Effective Date, to the best of GCOR's Knowledge, there
                have been no material deviations from the relevant protocols.
                The only clinical trial in humans to have been commenced,
                undertaken or sponsored by GCOR in relation to Products or
                Know-How Products is the HBV Phase I clinical trial, full
                details of which, as of the Effective Date, have been disclosed
                to INNX;

        (k)     No BLA or its equivalent has been filed by or on behalf of GCOR
                in respect of any Product or Know-How Product;

        (l)     Ownership of Transferred Rights. Except as listed and specified
                on Exhibit 6.1(l), GCOR is the sole and exclusive owner of, or
                has sole and exclusive Control of all of the Transferred Rights
                and has exclusive rights thereto and the Transferred Rights are
                free from all encumbrances, with the sole exception of those
                Transferred Rights specified in Exhibit 6.1(l). Except as
                necessary for third parties to perform services or research and
                development activities for GCOR under the Elected Contracts,
                GCOR has not granted any licenses or other rights in or to the
                Transferred Rights or any part of them and has not entered into
                any contract or agreement to grant any such license or rights;

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        (m)     Accuracy and Completeness of Exhibits. Exhibits 2.2.1 (a) (GCOR
                Contracts) and 2.2.1. (b) (GCOR Contracts related to the Field)
                2.3.1 (GCOR Biological Materials), 2.4.1 (Product Rights),
                2.5.1.1 GCOR Patent Rights, including 2.5.1.1(a) (GCOR Exclusive
                Patent Rights), 2.5.1.1(b) (GCOR Joint Patent Rights) and
                2.5.1.1(c) (GCOR Licensed Patent Rights), 2.5.2.1 (GCOR Know-How
                Rights), 2.5.3.1.(a) (Trademark Rights), 2.5.3.1.(b) (Copyright
                Rights), and 2.6.1.(Study Date Packages) are true and complete,
                provided always that GCOR shall not be in breach of this
                warranty to the extent that, in respect of a particular right
                listed in the relevant exhibit there is an error in the columns
                marked by INNX as Elected Rights, Tier 1 or Section1.52, or
                "delivered" in Exhibits 2.2.1, 2.3.1, 2.4.1, 2.5.1.1, 2.5.2.1
                and 2.6.1;

        (n)     Effective Transfer All of the rights identified as transferred,
                conveyed, assigned or delivered in the column of the relevant
                Exhibit referred to in paragraph (m) above have been properly
                transferred, assigned, conveyed or delivered to INNX, so that
                title thereof has properly vested in INNX or, in case of
                licensed rights, the right to use the transferred asset has been
                conveyed to INNX. To the extent that any Exhibit is amended
                after the Effective Date by GCOR to reflect the transfer,
                assignment, conveyance or delivery of the relevant asset, this
                representation and warranty will apply to the Exhibit as
                amended;

        (o)     As of the Effective Date, GCOR is aware of only one patent
                opposition presently pending or ongoing concerning, relating to
                the Technology, Products and/or Know-How Products or their
                exploitation in the Field, that being the Opposition being
                identified in Section 1.35 of this Agreement;

        (p)     Except as specified on Exhibit 2.2.1(b) GCOR has provided true
                and accurate copies of all those contracts listed in Exhibit
                2.2.1 and except as specified on Exhibit 2.2.1(a), all of the
                contracts listed in Exhibit 2.2.1(a) are still valid, subsisting
                and in force as of the Effective Date and this Agreement will
                not result in the termination of the contracts listed in 2.2.1
                (a) by the third party and/or does not materially breach the
                terms of such;

        (q)     Subject to the disclosures set out in Exhibit 6.1(q), GCOR
                represents that as of the Effective Date, it has no Knowledge of
                any [ *** ] concerning [ *** ]-related Biological Materials
                and/or Products and Know-How Products which GCOR, acting in good
                faith, believes to be material (e.g. [ *** ]) which would
                materially

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                impair the [ *** ] of the [ *** ]-related Biological Materials
                and/or the Product and Know-How Product. Subject to the
                disclosures set out in Exhibit 6.1(q), GCOR represents that as
                of the Effective Date, it has no Knowledge of any [ *** ]
                concerning [ *** ]-related Biological Materials and/or Products
                and Know-How Products which GCOR, acting in good faith, believes
                to be material which would [ *** ] of the [ *** ]-related
                Biological Materials and/or the Product and Know-How Product.
                For the purposes of this representation and warranty, the
                expression [ *** ] shall mean any data which could reasonably be
                expected to be included in or used to support a filing for, or
                disclosable to a regulatory authority in respect of an IND;

        (r)     Prior to or as of the Effective Date and except as listed on
                Exhibit 6. 1(r), GCOR has no Knowledge, nor has it received any
                notice or claim to the effect that either: (i) the [ *** ] (or
                any part thereof) or its use in the Field; or (ii) Products and
                Know-How Products or (iii) the [ *** ] may infringe, violate or
                misappropriate the issued patent or trade secret rights of any
                third party; [ *** ];

        (s)     GCOR has not materially breached any of the Elected Contracts
                and to the best of its Knowledge, the other party or parties to
                the Elected Contracts are not in material breach of those
                contracts. Prior to or as of the Effective Date , there is no
                existing or, to the best Knowledge of GCOR, threatened dispute
                between GCOR and the third parties who are a party to the
                Elected Contracts, nor has there been any action or suit filed
                by GCOR or a party to the Elected Contracts concerning a dispute
                thereunder and GCOR has neither sent nor received any notices
                relating to such a dispute over the last three years. Except for
                payments that may be due but not yet payable, no money is owing
                under any obligation which arose prior to the Effective Date or
                as a result of acts or omissions prior to the Effective Date in
                respect of any of the Elected Contracts;

        (t)     Confidential Information. GCOR has taken all reasonable steps to
                maintain the confidentiality of the Study Data Packages, the HBV
                IND, the GCOR Product Rights, the Elected Biological Materials,
                the confidential information disclosed under or the confidential
                content of the Elected Contracts and the Licensed Know-How
                Rights. As of the Effective Date, except as disclosed in patent

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                filings or regulatory filings, GCOR has no Knowledge of any
                circumstances which would indicate that such information is no
                longer confidential and as far as the Elected Contracts or the
                confidentiality agreements or material transfer/evaluation
                agreements listed on Exhibit 2.2.1 are concerned, GCOR has no
                Knowledge that there has been a breach of the confidentiality
                obligations contained therein.

        For the purpose of this Article 6.1. "Knowledge" shall mean, with
        respect to GCOR, any fact or matter which any officer or employee of
        GCOR in the reasonably prudent discharge of his or her duties, knew or
        should have known.

6.2. By INNX. INNX represents and warrants to GCOR that:

        (a)     Corporate Power. As of the Effective Date, INNX is duly
                organized and validly existing under the laws of Belgium and has
                full corporate power and authority to enter into this Agreement
                and carry out the provisions hereof;

        (b)     Due Authorization. As of the Effective Date, INNX is duly
                authorized to execute and deliver this Agreement and to perform
                its obligations hereunder. The person executing this Agreement
                on INNX's behalf has been duly authorized to do so by all
                requisite corporate action;

        (c)     Binding Agreement. This Agreement is a legal and valid
                obligation binding upon INNX and enforceable in accordance with
                its terms. As of the Effective Date, the execution, delivery and
                performance of this Agreement by INNX does not conflict with any
                agreement, instrument or understanding, oral or written, to
                which it is a party or by which it may be bound, nor violate any
                material law or regulation of any court, governmental body or
                administrative or other agency having jurisdiction over it;

        (d)     Validity. As of the Effective Date, INNX is aware of no action,
                suit or inquiry or investigation instituted by any federal or
                state governmental agency, which questions the validity of this
                Agreement;

        (e)     Elected Contracts. INNX expressly assumes all rights and
                obligations under any Transferred Contract including any
                limitations with respect to use inside or outside the Field. In
                performing its obligations or exercising its rights under such
                Transferred Contracts INNX will not violate any terms or
                conditions thereof.

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        (f)     Transferred Patent Rights. Subject to the provisions of the
                Elected Contracts, INNX will use reasonable commercial efforts
                in prosecuting and maintaining the Transferred Patent Rights
                specified on Exhibit 1.46.

        (g)     As of the Effective Date, INNX has the financial resources and
                the liquidity to pay the Upfront Payment

6.3. Disclaimer.  EXCEPT AS OTHERWISE PROVIDED FOR IN THIS AGREEMENT AND IN ITS
                  VARIOUS EXHIBITS, NEITHER PARTY GUARANTEES THE SAFETY OR
                  USEFULNESS OF ANY PRODUCT, KNOW-HOW PRODUCT OR TRANSFERRED
                  BIOLOGICAL MATERIAL. EXCEPT WITH RESPECT TO THE [ *** ], THE
                  TRANSFERRED GCOR BIOLOGICAL MATERIALS ARE [ *** ] FOR WHICH
                  GCOR PROVIDES NO REPRESENTATION NOR WARRANTY [ *** ]. EXCEPT
                  AS EXPRESSLY SET FORTH ABOVE, NEITHER PARTY MAKES ANY
                  REPRESENTATION OR WARRANTY TO THE OTHER PARTY OF ANY NATURE,
                  EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY
                  WARRANTY OF NONINFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A
                  PARTICULAR PURPOSE.

                                   ARTICLE VII
                                 INDEMNIFICATION

7.1     By GCOR. GCOR shall defend, indemnify and hold INNX and its Affiliates
        and their respective officers, directors, employees, agents or
        representatives (the "INNX Indemnitees") harmless against any liability,
        damage, loss, cost or expense, including legal fees (collectively,
        "Liability"), incurred by any INNX Indemnitee arising out of our
        resulting from: (i) GCOR's material breach of a term of this Agreement,
        including any material breach of any representation or warranty of GCOR
        set forth in Section 6.1 of this Agreement; and (ii) any third party
        claims or suits made or brought against any INNX Indemnitee to the
        extent such Liability arises out of or is caused by GCOR's conveyance of
        the Transferred Rights to INNX; (iii) any third party claims or suits
        made or brought against any INNX Indemnitee to the extent such Liability
        arises out of or is caused by GCOR's or its Affiliates' acts or
        omissions, and/or acts or omissions by third parties for GCOR or its
        Affiliates, arising prior to the Effective Date in relation to its [ ***
        ] or its clinical development of [ *** ] prior to the Effective Date;
        (iv) any third party claims or suits made or brought against any INNX
        Indemnitee to the extent such Liability arises out of or is caused by
        GCOR's or its Affiliates' acts or omissions during the Transition
        Period.

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7.2     By INNX. INNX shall defend, indemnify and hold GCOR and its Affiliates
        and their respective officers, directors, employees, agents or
        representatives (the "GCOR Indemnitees") harmless against any Liability
        incurred by any GCOR Indemnitee arising out of or resulting from: (i)
        INNX's material breach of a term of this Agreement, including any
        material breach of a representation or warranty of INNX set forth in
        Section 6.2; and (ii) any third party claims or suits made or brought
        against any GCOR Indemnitee to the extent such Liability arises out of
        or is caused by INNX's or its Affiliates' or sublicensee's acts or
        omissions, and/or acts or omissions by third parties for INNX or its
        Affiliates, relating to the research, development, clinical development,
        manufacture, use, promotion, marketing or sale of Product or Know-How
        Product(s) or INNX's use or exploitation or further conveyance of the
        Transferred Rights.

7.3     Notice and Cooperation. If either Party hereunder receives notice of any
        claim or of the commencement of any action, administrative or legal
        proceeding, or investigation as to which the indemnity provided for in
        Section 7.1 or 7.2 hereof may apply:

        (a)     the Party seeking indemnification shall notify the indemnifying
                Party of such fact within fourteen (14) days at the address
                noted in Section 13.8; provided that the failure to so notify
                shall not release an indemnifying Party of its obligation
                hereunder unless such failure shall be materially detrimental to
                the defense of any such action, proceeding or investigation; and

        (b)     the Party seeking indemnification shall cooperate with and
                assist the indemnifying Party and its representatives in the
                investigation and defense of any claim and/or suit for which
                indemnification is provided at the indemnifying Party's cost.

7.4     Defense and Settlement. The indemnifying Party shall control the defense
        of any claim and/or suit for which indemnification is provided under
        this Article VII. This agreement of indemnity shall not be valid as to
        any settlement of a claim or suit or offer of settlement or compromise
        without the prior written approval of the indemnifying Party.

7.5     Insurance. Prior to initial human testing and also prior to first
        commercial sale of any Product and Know-How Product in any particular
        country, INNX will establish or procure to be established, and
        thereafter will maintain or procure to be maintained worldwide product
        liability and other appropriate insurance coverage (including clinical
        trial insurance), purchased from a reputable and financially secure
        insurance company, appropriate to the risks involved in the testing and
        marketing of Product(s) and Know-How Product(s). Further, INNX will
        maintain or procure to be maintained in each country, where required by
        local law, product liability

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        and other appropriate insurance coverage (including clinical trial
        insurance) appropriate to the risks involved in the human testing and
        marketing of Product and Know-How Product. The combination of the
        worldwide and required local coverage in each country, will be an amount
        not less than [ *** ] each claim and not less than [ *** ] annual
        aggregate limit. All such insurance maintained by INNX will be primary
        insurance coverage and any insurance held by GCOR shall be excess and
        non-contributory. GCOR shall be listed as an additional insured in such
        INNX insurance and shall be provided thirty (30) day advance notice of
        cancellation. Furthermore, INNX shall guarantee that it will purchase
        tail coverage to ensure continuation and uninterruption of coverage for
        all claims during a [ *** ] period after the end of the term of the
        applicable policy.

        Annually, upon the anniversary date of the Effective Date during the
        Term, INNX will present evidence to GCOR that the coverage detailed
        above is being maintained. If such product liability insurance is
        underwritten on a `claims made' basis, INNX agrees that any change in
        underwriters during the term of this Agreement will require the purchase
        of coverage which ensures that coverage will be continuous throughout
        the term of the Agreement.

                                  ARTICLE VIII
                                    DILIGENCE

8.1     Diligence. During the Term INNX and its Affiliates and sublicensees will
        use [ *** ] to develop and commercialize a Product for each Virus. As
        used herein [ *** ] means, unless the Parties agree otherwise, those
        [ *** ] consistent with the exercise of [ *** ], as
        applied to other products of [ *** ]. The Parties expressly agree as
        follows:

        (a) [ *** ] Diligence. If INNX or its Affiliate or sublicensee fails to
        Initiate an HBV Proof-of-Concept Trial for any one of a [ *** ] Product
        or Know-How Product by [ *** ], except for reasons set forth below in
        Section 8.1(c), then INNX will not have used commercially reasonable
        efforts and all Transferred Rights necessary for the exploitation in the
        HBV part of the Field shall be transferred to GCOR (without remuneration
        to INNX) by assignment or license as appropriate for exploitation and
        use in the [ *** ] part of the Field. The Parties will agree to discuss
        in good faith the transfer of any additional rights owned or controlled
        by INNX relating to the [ *** ] part of the Field and the terms thereof.

        (b) [ *** ] and [ *** ] Diligence. If INNX or its Affiliate or
        sublicensee fails to Initiate either an [ *** ] or [ *** ]
        Proof-of-Concept Trial for any one of a [ *** ] Product or Know-How
        Product by [ *** ], except for

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        reasons set forth in Section 8.1(c), then INNX will not have used
        commercially reasonable efforts and all Transferred Rights necessary for
        the exploitation in the [ *** ] and [ *** ] part of the Field shall be
        transferred to GCOR (without remuneration to INNX) by assignment or
        license as appropriate for exploitation and use in the [ *** ] and [ ***
        ] part of the Field. The Parties will agree to discuss in good faith the
        transfer of any additional rights owned or controlled by INNX relating
        to the [ *** ] and [ *** ] part of the Field and the terms thereof.

        (c) Reasons which justify a delay in the date provided to Initiate the [
        *** ] Proof-of-Concept Trial pursuant to section 8.1(a) and/or to
        Initiate the [ *** ] or [ *** ] Proof-of-Concept Trial pursuant to
        section 8.1(b) include: (i) a clinical hold placed by a regulatory
        authority; (ii) materially adverse preclinical or clinical data (iii)
        actual delays caused by GCOR or caused by third parties, including for
        example injunctions or seizures for IP infringement; and (iv) force
        majeure.

        (d) In the event of a reason which justifies a delay in accordance with
        Section 8.1.(c), INNX will give Notice hereof to GCOR with sufficient
        detail so as for GCOR to be able to assess the reasons and the expected
        duration of the delay. Upon such a Notice by INNX, both Parties will
        discuss the matter with the aim, by mutual agreement, to extend the
        specified diligence period(s) with an appropriate period of time to
        place INNX, its Affiliates or sublicensees in the same situation as if
        the reason(s) for the delay had not occurred, subject to INNX's diligent
        efforts to resolve the cause of such delay. In the event the Parties
        cannot agree on the extension of the specified diligence period(s), they
        will appoint an independent expert to provide the Parties with a binding
        opinion as to such extension. If the Parties cannot agree on the
        identity of such independent expert within a period of two (2) months as
        from the date a Party requests the appointment of such expert, either
        Party may ask the competent court to appoint such expert.

8.2     Reports. Annually, until the date of first commercial sale of the first
        HBV, HCV and HPV Product(s) or respective Know-How Product(s), INNX will
        provide GCOR with a written report summarizing the status of development
        plans and time lines for the Products or Know-How Products not yet
        commercialized (the "Report"). Should GCOR wish to discuss a Report,
        INNX will arrange a telephone conference or other meeting mutually
        acceptable to the Parties in order to discuss the ongoing development of
        the Products and the information contained in the Reports. From
        time-to-time INNX may request (in writing) that GCOR extend the
        diligence dates set forth in Section 8.1 (a) or (b), based on the then
        current best information available to INNX regarding the clinical
        development and time lines for Product/ Know-How Product approval
        together with its detailed technical, clinical and business rationale to
        justify such extension. Upon such a request by INNX, GCOR will undertake
        to

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        discuss the matter with INNX and the Parties may, by mutual agreement,
        extend the specified diligence period(s).

                                   ARTICLE IX
                                 CONFIDENTIALITY

9.1     Confidentiality Obligation.

        During the Term or, in the case of early termination by INNX under
        10.2.2., [ *** ] from the Effective Date GCOR shall not without the
        prior and unambiguous written authority of INNX disclose or use or
        publish any of the information contained in the Transferred Rights (the
        "INNX Confidential Information"). This restriction shall not apply to
        any INNX Confidential Information which GCOR can show to the reasonable
        satisfaction of INNX (i) was in the public domain at the Effective Date
        or (ii) which subsequently comes into the public domain with no
        violation of this Agreement or any other agreement to which GCOR is a
        party or (iii) INNX Confidential Information which is hereafter lawfully
        disclosed to GCOR by a third party, which third party did not acquire
        the INNX Confidential Information under a still effective obligation of
        confidentiality to INNX, its Affiliates or sub-licensees or which third
        party did not receive the INNX Confidential Information under the terms
        of any of the GCOR contracts listed on Exhibit 2.2.1(b). GCOR shall,
        promptly on the discovery of an unauthorized disclosure inform INNX and
        render such assistance in preventing further disclosure as INNX may
        reasonably request.

9.2     Authorized Disclosures. Confidential information of the disclosing Party
        may be disclosed only to persons within the organization of the
        receiving Party who are bound by confidentiality obligations at least as
        stringent as those herein. Notwithstanding any other provision of this
        Agreement, disclosure of confidential information shall not be precluded
        if such disclosure: (a) is in response to a valid order of a court or
        other governmental body of the United States or any political
        subdivision thereof; or (b) is deemed necessary or prudent to disclose
        in order to comply with any law or regulation including regulatory
        requirements such as filing with the U.S. Securities and Exchange
        Commission or similar European Authority or the applicable listing
        exchange for either Party; provided, however, that the Recipient will
        make a reasonable effort to obtain a protective order or to seek
        confidential treatment, or to cooperate with the disclosing Party's
        efforts, as applicable, to obtain a protective order or to seek
        confidential treatment limiting the extent of such disclosure and
        requiring that the confidential information so disclosed be used only
        for the purposes for which such order was issued or as required by such
        law or regulation.

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9.3     Press Release. It is the Parties' intent that one or more press release
        will be issued by a Party relating to the terms or execution of this
        Agreement and/or that the Party's may also issue a joint press release
        relating thereto, provided, however, that, except as required by a Party
        to meet its obligation to make necessary disclosure under applicable
        securities laws and listing agency regulations, neither Party will issue
        a press release or make other public disclosures related to the
        execution of this Agreement or the terms contained therein without the
        prior written approval of the other (which approval may not be
        unreasonably withheld). The Parties agree that subject to approval of
        the final text by the other Party, the press release and any required
        disclosures may include the upfront payments and the total milestone
        payments payable under the Agreement. Any press release may include
        further detail regarding total milestone payments that may be due pre
        and post initiation of Phase III clinical trials. Once a Party has made
        a required or other permissible disclosure hereunder, either Party may,
        without the other Party's consent, disclose the terms that have already
        been publicly disclosed.

9.4     Scientific Publications. INNX acknowledges that GCOR has an interest in
        publishing the results of its research and development activities
        conducted prior to the Effective Date and relating to the Transferred
        Rights and GCOR acknowledges INNX's rights to maintain the
        confidentiality of the Transferred Rights. Accordingly, GCOR shall
        ensure that INNX receives a draft of the proposed publication, that
        includes the data proposed for publication, at least [ *** ] before
        submission of the proposed publication. On receipt of the proposed
        publication INNX shall review it and shall inform GCOR that either (i)
        it consents to the publication or (ii) the publication of all or parts
        thereof is, in INNX reasonable business judgment, prejudicial to INNX.
        In such event INNX can (i) withhold its consent with regard to the
        publication or parts thereof or (ii) require a delay in publication to
        seek intellectual property protection (a "Confidentiality Notice"). In
        the event that a delay in publication is requested then GCOR will ensure
        that the proposed publication is kept confidential for a period
        requested by INNX (not exceeding [ *** ]) to allow INNX to file for such
        intellectual property protection. If the Confidentiality Notice
        identifies any information which is confidential to INNX (including INNX
        Confidential Information as defined in Section 9.2) and requires its
        removal, then GCOR shall ensure that the information so identified is
        removed from the proposed publication before it is submitted for
        publication. In the event that INNX does not submit a Confidentiality
        Notice within [ *** ] of its receipt by INNX then GCOR shall be free to
        publish the proposed publication.

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                                    ARTICLE X
                              TERM AND TERMINATION

10.1    Term. This Agreement shall commence on the Effective Date and shall
        continue until the expiration of INNX's obligation to make royalty
        payments hereunder (the "Term").

10.2    Termination for Breach.

        10.2.1  In the event that within [ *** ] of: (i) the Effective Date; or
                (ii) the Effective Transfer of IND ; or (iii) the date of
                receipt of the import permit as described in Section 2.3.4(iii),
                as applicable; GCOR fails to deliver or transfer as applicable
                in the relevant sections of Article II, to INNX any of the
                individual Elected Contracts, any of the individual Elected
                Biological Materials, any of the individual Elected Patent
                Rights or any of the individual Study Data Packages or the HBV
                IND or Know-How Rights which has been designated by INNX as
                being a Tier 1 Transferred Right, then INNX has the
                discretionary right to terminate this Agreement by giving GCOR
                Notice thereof.

        10.2.2  Either Party may terminate this Agreement prior to the
                expiration of the Term upon or after the breach of any material
                provision of this Agreement (except with respect to matters
                referred to in Section 10.2.1 or 10.3.2 and except with respect
                to the matter referred to in Section 8.1(a) independently of
                Section 8.1(b) or Section 8.1(b) independently of Section 8.1(a)
                (but not in the case of INNX's failure to have used commercially
                reasonable efforts in relation to both Section 8.1(a) and
                8.1(b)) by the other Party, provided, that such other breaching
                Party has not cured such breach within [ *** ] after written
                Notice thereof by the nonbreaching Party. It is understood
                however, that in the event a Party sends a Notice of breach to
                the other Party and such other Party disputes the existence of a
                breach (e.g. disputes the fact that a product qualifies as a
                Product on which past royalties or Milestone Payments are due),
                the [ *** ] cure period will only start after resolution by the
                competent court of the question whether or not there is a
                breach.

10.3    Remedies Other than Termination.

        10.3.1  In the event that within [ *** ] of: (i) the Effective Date; or
                (ii) the Effective Transfer of IND; or (iii) the date of receipt
                of the import permit as described in Section 2.3.4(iii), as
                applicable; GCOR fails to deliver or transfer to INNX in
                accordance with Article II any of the Elected Rights which have
                not yet been delivered or transferred, then INNX shall be
                entitled to obtain appropriate remedies (other than termination)
                therefor, including but not limited to recovery of all
                reasonable and documented costs or expenses which it has
                incurred and which have directly resulted from the delay in such
                transfer, by giving GCOR Notice thereof.

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        10.3.2  Without prejudice to the provisions of Section 10.3.1, in the
                event that GCOR fails to deliver or transfer to INNX in
                accordance with Article II any of the Elected Rights after the
                period of [ *** ] following: (i) the Effective Date; or (ii) the
                Effective Transfer of IND; or (iii) the date of receipt of the
                import permit as described in Section 2.3.4(iii), as applicable;
                GCOR will pay INNX an indemnity of [ *** ] until all the Elected
                Rights have been duly transferred to INNX in accordance with the
                provisions of Article II. In the eventuality that GCOR is unable
                to assign and transfer one or more of the Elected Rights to
                INNX, GCOR can provide INNX Notice thereof and as of the day of
                receipt of the Notice, no further daily indemnity will be due
                for that part of the Elected Rights for which Notice was
                provided. The Parties agree to discuss and negotiate a fair
                compensation for the damages suffered by INNX due to the
                nonassignment or non-delivery and the value of the non-assigned
                or nondelivered applicable Elected Right. If the Parties fail to
                reach an agreement on such compensation within [ *** ], INNX can
                initiate proceedings in accordance with Section 13.10. The
                payment of the indemnity does not impact on INNX right to obtain
                fair compensation for the value, damages, costs and expenses it
                incurs due to the transfer of any Transferred Right which is not
                done in compliance with the provisions of Article II of this
                Agreement.

10.4    Effect of Termination.

        10.4.1  Termination of this Agreement shall not release the Parties from
                any obligation that shall have accrued prior to termination.

        10.4.2  In the event GCOR terminates this Agreement under section 10.2.2
                all the Transferred Rights obtained under this Agreement and
                remaining at the date of termination shall, as permissible and
                subject to applicable third party consents and eventual
                sub-licenses granted, be re-assigned, transferred or otherwise
                conveyed to GCOR. INNX will not intentionally terminate any
                remaining Transferred Rights in view of such termination.

        10.4.3  In the event INNX terminates the Agreement under section 10.2.1:

        (a)     the Upfront Payment paid to GCOR will be refunded to INNX within
                [ *** ] of the day of Notice of termination from INNX to GCOR;

        (b)     INNX will re-assign, transfer or otherwise convey to GCOR all of
                INNX's right, title and interest in and to the Transferred
                Rights and promptly return all Transferred Rights and materials
                to GCOR and no later than ninety (90) days from the date of
                Notice of Termination;

        (c)     GCOR will indemnify INNX for all Liabilities in the event the
                re-assignment is not legally or contractually possible and GCOR
                will in such event

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                perform at its own cost but in the name and on behalf of INNX
                all obligations under such Transferred Rights that could not be
                re-assigned to GCOR and remain solely liable for such
                performance.

        (d)     As from the day of the Notice of termination, INNX will be
                released from any obligation vis-a-vis GCOR or any third party
                resulting from this Agreement. In addition GCOR will reimburse
                to INNX [ *** ] made by INNX pursuant to this Agreement, herein
                included but not limited to the payments made under sections
                2.2.6 and 2.2.7, but expressly excluding [ *** ] until the
                earliest possible termination date under the [ *** ], as
                amended, with the maximum cost of [ *** ] for that period, as
                well as all costs/expenses which INNX has incurred in relation
                thereto.

        (e)     INNX will be entitled to all documented costs, expenses and
                damages (and interest thereon) which INNX has incurred from the
                Effective Date in connection with the transactions contemplated
                by this Agreement and/or which have resulted from the delay in
                the contemplated transfer, including but not limited to all out
                of pocket expenses incurred by INNX such as patent prosecution
                expenses and reimbursement of expenses incurred in buying
                materials from third parties.

        (f)     INNX shall be listed as an additional insured in GCOR's
                liability insurance (including clinical trial insurance) for all
                activities of INNX under the HBV clinical trial.

10.4.4  In the event INNX terminates the Agreement under section 10.2.2, then
        INNX will retain all rights under the Transferred Rights and is released
        from all future payment obligations to GCOR under the Agreement, without
        prejudice to INNX's right to obtain any other remedies at law or equity
        for GCOR's breach.

10.5    For the avoidance of doubt in the event of bankruptcy or insolvency of
        GCOR, notwithstanding the bankruptcy of GCOR, or the impairment of
        performance by GCOR of its obligations under this Agreement as a result
        of bankruptcy or insolvency of GCOR, INNX shall be entitled to retain
        any and all licenses granted herein.

10.6    Surviving Provisions. Expiration or termination of this Agreement shall
        not relieve the parties of any obligations accruing prior to such
        expiration or termination. The provisions of Sections 4.1, 4.5, 6.3,
        9.1, 9.2, 9.3 10.3, 10.4, 10.6, 13.6, 13.8, 13.10, 13.11, 13.13 and
        Articles VII shall survive termination or expiration of this Agreement.

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                                   ARTICLE XI
                                TRANSITION PERIOD

11.1    In order to avoid any significant delays in the continued development of
        the Product and Know-How Products, the Parties anticipate a transition
        period of approximately [ *** ] during which time GCOR will provide,
        upon request of INNX, [ *** ] for or on behalf of INNX. Specifically
        during the Transition Period GCOR will make its personnel available
        through email or phone inquiries to answer questions regarding the
        Transferred Rights and clarify any matters related thereto. Furthermore,
        upon written request from INNX, GCOR will make a [ *** ] available to
        consult with INNX [ *** ] for up to [ *** ] at GCOR's cost in order to
        answer any questions regarding the transfer of Transferred Biological
        Materials, Transferred Know-How or other Transferred Rights. If INNX
        requires further consultation over and above the [ *** ], INNX will
        reimburse GCOR at [ *** ] plus out of pocket expenses associated with
        such consultation. Such technical representative shall be of sufficient
        qualification and authority to answer or obtain the answer to any of the
        questions INNX may reasonably ask.

        If during the Transition Period INNX requests GCOR to conduct any
        specific services relating to INNX's research or development of a
        Product or Know-How Product, the Parties will enter good faith
        negotiations on the terms and conditions under which GCOR will provide
        such requested services and will upon agreement execute a definitive
        service agreement reflecting same.

11.2    Non-Assignable Service Contracts. To the extent INNX elects to have GCOR
        continue to contract directly with a party for services provided by such
        party under the Non-Assignable Service Contracts, i.e. the Service
        Contracts with [ *** ], the Parties agree as follows:

        (a)     GCOR will perform all obligations, including making any payments
                due under such Non-Assignable Service Contracts, to the benefit
                of, and as instructed in writing by, INNX;

        (b)     GCOR shall keep INNX informed of the services so provided:

        (c)     Upon receipt of a corresponding invoice from GCOR, INNX will
                reimburse GCOR for any expenses paid by it to said third parties
                pursuant to the Non-Assignable Service Contracts; and

        (d)     INNX will, prior to the expiration date of the Transition
                Period, terminate any further services to be provided by such
                parties through GCOR and either establish its own independent
                service agreements directly with such parties as it deems
                appropriate, or obtain such services elsewhere, solely at its
                discretion.

11.3    Assignable IND Related Service Contracts

        For the Service Contracts with respectively [ *** ] (the Assignable IND
        Related Service Contracts) , and for the period between the Effective
        Date and the date

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        the Parties have agreed the IND is effectively transferred, the Parties
        agree as follows:

        (a)     GCOR will perform all obligations, including making any payments
                due under such Assignable IND Related Service Contracts, to the
                benefit of, and as instructed in writing by, INNX; and

        (b)     GCOR shall keep INNX informed of the services so provided; and

        (c)     Upon receipt of a corresponding invoice from GCOR, INNX will
                reimburse GCOR for any expenses paid by it to said third parties
                pursuant to such Assignable IND Related Service Contracts
                corresponding with the services provided to INNX.

                                   ARTICLE XII
                           ONGOING OBLIGATIONS OF GCOR

12.1    During the Term, GCOR will inform INNX of any breach of any of the
        Transferred Contracts and the agreements relating to confidential
        disclosures and/or material transfers with third parties concerning the
        Technology, Products/Know-How Product and/or the Field. In the event of
        such a breach of an agreement relating to confidential disclosures
        and/or material transfers with third parties, GCOR, after prior
        consultation with INNX, undertakes to enforce its rights thereunder
        against the breaching third party.

12.2    During the Term, to the extent INNX reasonably requests in view of
        litigation and patent office proceedings, GCOR will provide INNX access
        to and use of the original lab notebooks relevant to the Transferred
        Intellectual Property Rights. Appropriate action will be taken to ensure
        the confidentiality of those portions of the lab notebooks which do not
        relate to the Transferred Intellectual Property Rights.

                                  ARTICLE XIII
                                  MISCELLANEOUS

13.1    Force Majeure. Each of the Parties hereto shall be excused from the
        performance of its obligations hereunder (except payment obligations)
        and shall not be liable for damages to the other in the event that such
        performance is prevented by circumstances beyond its effective control.
        Such excuse from performance shall continue for as long as the condition
        responsible for such excuse continues and for a period of 30 days
        thereafter, provided that if such excuse continues for a period of 180
        days, the Party whose performance is not being prevented shall be
        entitled to terminate this Agreement. For the purpose of this Agreement
        circumstances beyond the effective control of the Party which excuse
        said Party from performance shall include, without limitation, acts of
        God, regulations or laws of any government, injunctions or judgment of
        any court, war, civil commotion, destruction of facility or materials by
        fire, earthquake, storm or other casualty, plague of epic proportions,
        famine,

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        labor disturbances and failure of public utilities or common carrier.
        For the avoidance of doubt, beyond effective control shall not include
        the objection/refusal of any third party to permit GCOR to assign,
        transfer, sublicense any or part of the individual Elected Contracts,
        the Elected Biological Materials, the Product Rights, the Elected Patent
        Rights, the Know-How Rights, the Trademarks Rights or Copyrights or the
        Study Data Packages to INNX all as provided for hereunder.

13.2    Independent Contractors. Nothing in this Agreement is intended or shall
        be deemed to constitute a partnership, agency, employment or joint
        venture relationship between the Parties. All activities by the Parties
        hereunder shall be performed by the Parties as independent parties.
        Neither Party shall incur any debts or make any commitment for or on
        behalf of the other Party except to the extent, if at all, specifically
        provided herein or subsequently agreed upon.

13.3    Assignment. This Agreement, or parts thereof shall only be assignable by
        either Party after prior written notification to the other Party, except
        that either Party may assign this Agreement without prior notification
        to the other Party, to a successor to all or substantially all the
        business assets of such Party whether by merger, sale of stock, sale or
        transfer of assets or other transaction. This Agreement shall be binding
        upon and inure to the benefit of the Parties' successors, legal
        representatives and assigns.

13.4    Amendments of Agreement. This Agreement may be amended or modified or
        one or more provisions hereof waived only by a written instrument signed
        by both Parties.

13.5    Severability. In the event that any one or more of the provisions of
        this Agreement should for any reason be held by any court or authority
        having jurisdiction over this Agreement and the Parties to be invalid,
        illegal or unenforceable, such provisions shall be deleted in such
        jurisdiction; elsewhere this Agreement shall not be affected.

13.6    Interpretation

13.6.1  Article Headings. The section headings contained in this Agreement are
        for convenience only and are to be of no force or effect in construing
        and interpreting this Agreement.

13.6.2  Including the words "include", "included" and "including" and the
        expression "for example" or "e.g." are to be construed without
        limitation to the generality of the preceding words.

13.7    Further Assurance. GCOR hereby covenants with INNX that it will at the
        expense of GCOR provide such reasonable assistance as INNX may request
        including to

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        execute or sign all such instruments, applications, documents and do all
        things as may reasonably be required by INNX to vest in INNX the
        property and rights hereby assigned, transferred or conveyed and to
        apply for any patents or other forms of protection in respect of any of
        the Transferred Rights, throughout the world and fully and effectively
        to vest the same in INNX.

13.8    Notices. Any notice, report, request, approval, payment, consent or
        other communication required or permitted to be given under this
        Agreement (collectively, a "Notice") shall be in writing and shall for
        all purposes be deemed to be fully given and received, if delivered in
        person or sent by registered mail, postage prepaid or by facsimile
        transmission to the respective Parties at the following addresses:

                  If to INNX:  INNOGENETICS, N.V.
                               Technologiepark 6, B-9052
                               Ghent, Belgium
                               Attention: CEO
                               Fax No.:+ 32 9 245 76 26

                               With a copy to:
                               INNOGENETICS, N.V.
                               Technologiepark 6, B-9052
                               Ghent, Belgium
                               Attention: Legal Department
                               Fax No.: +32 9 329 19 09

                  If to GCOR:  GENENCOR INTERNATIONAL, INC.
                               925 Page Mill Road Palo
                               Alto, CA 94304
                               Attention: General Counsel
                               Fax No.: 650-845-6504

                               With a copy to:
                               GENENCOR INTERNATIONAL, INC.
                               925 Page Mill Road Palo
                               Alto, CA 94304
                               Attention: Director of Business
                               Development, Health Care
                               Fax No.: 650-621-8007

        Either party may change its address for the purpose of this Agreement by
        giving the other Party written Notice of its new address.

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13.9    Non-Waiver For Failure To Enforce Compliance. The express or implied
        waiver by either Party of a breach of any provision of this Agreement
        shall not constitute a continuing waiver of other breaches of the same
        or other provisions of this Agreement.

13.10   Applicable Law. This Agreement shall be construed and interpreted in
        accordance with the laws of the State of New York without regard to
        conflict of law provisions.

13.11   Jurisdiction. All disputes arising in connection with this Agreement,
        which cannot be amicably settled between the Parties, shall be subject
        to the exclusive jurisdiction of the United States District Court for
        the Southern District of New York.

13.12   Counterparts. This Agreement may be executed in one or more
        counterparts, each of which is an original but all of which, taken
        together, shall constitute one and the same instrument.

13.13   All Exhibits to this Agreement are incorporated herein by reference and
        made an integral part hereof.

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IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by
their respective representatives hereto duly authorized

GENENCOR INTERNATIONAL, INC

By:/s/ Mark Goldsmith
   ------------------
Name: Mark Goldsmith
Title: Senior Vice-President


INNOGENTICS NV

By:/s/Ph. Archinard
   ----------------
Name: Ph. Archinard
Title: CEO & Managing Director


By:
   ----------------------
Name: Dr. G. De Groote
Title: Director, Vice-Chairman