**Exhibit
      10.6**


**License
      Agreement**




**This
      License Agreement** (“ **Agreement** ”)
      is
      made and entered into effective as of February 8, 2005 (the “ **Effective
      Date** ”),
      by
      and between **Revaax
      Pharmaceuticals LLC** , **** an
      Indiana corporation (“ **Licensor** ”),
      and **Rexahn
      Corporation** , **** a
      Delaware corporation (“ **Licensee** ”).
      Licensor and Licensee each may be referred to herein individually as a
“ **Party** ,”
or
      collectively as the “ **Parties** .”




**Recitals**




**A.** Licensor
      controls certain patents, and Licensee desires to obtain a license to such
      patents for the purpose of developing and commercializing pharmaceutical
      products.




**B.**  Licensor
      desires to grant Licensee such a license on the terms and conditions set forth
      therein.




In
      consideration of the foregoing premises, the mutual promises and covenants
      set
      forth in this Agreement, and other good and valuable consideration, the receipt
      and sufficiency of which are hereby acknowledged, Licensor and Licensee hereby
      agree as follows:




**Agreement**




**1.**
            **Definitions**




When
      used
      in this Agreement, capitalized terms will have the meanings as defined below
      and
      throughout the Agreement.




**1.1** “ **Affiliate** ”
means
      a
      legal entity that, directly or indirectly, through one or more intermediaries,
      controls, is controlled by, or is under common control with an entity. For
      purposes of this definition only, “control” and, with correlative meanings, the
      terms “controlled by” and “under common control with” means (a) the possession,
      directly or indirectly, of the power to direct the management or policies of
      a
      legal entity, whether through the ownership of voting securities or by contract
      relating to voting rights or corporate governance, or (b) the ownership,
      directly or indirectly, of more than 50% of the voting securities or other
      ownership interest of a legal entity; *provided* ,
      that if
      local law restricts foreign ownership, control will be established by direct
      or
      indirect ownership of the maximum ownership percentage that may, under such
      local law, be owned by foreign interests.




**1.2** “ **Controlled** ”
means,
      with respect to any Know-How, Patent, or other intellectual property right,
      possession of the right, whether directly or indirectly, and whether by
      ownership, license or otherwise, to assign, or grant a license, sublicense
      or
      other right to or under, such Know-How, Patent or right as provided for herein
      without violating the terms of any agreement or other arrangements with any
      Third Party.




**1.3** “ **FDA** ”
means
      the United States Food and Drug Administration, or any successor
      agency.







**1.4** “ **Field** ”
means
      the diagnosis, prognosis, prevention and treatment of human and non-human
      diseases and conditions.




**1.5** “ **IND** ” means
      an
      Investigational New Drug Application filed with the FDA in conformance with
      applicable laws and regulations, or the
      equivalent thereof in jurisdictions outside the United States.




**1.6** “ **Know-How** ”
means
      any knowledge, experience, technology, information, and data, including
      pre-clinical and clinical data generated in connection with the research and
      development of compounds, formulas and formulations, processes, techniques,
      unpatented inventions, discoveries, ideas, and developments, test procedures,
      results, and reports, together with all documents and files embodying the
      foregoing.




**1.7** “ **Licensed
      Know-How** ”
means
      any and all Know-How Controlled by Licensor as of the Effective Date or
      developed by or on behalf of Licensor at any time during the Term.




**1.8** “ **Licensed
      Patent** ”
means
      any Patent Controlled by Licensor as of the Effective Date or during the Term,
      including the Patents listed in Exhibit A, and any Patent claiming Licensed
      Know-How.




**1.9**  “ **Licensed
      Product** ”
means
      any product the manufacture, use or sale of which is covered by a Valid
      Claim.




**1.10** “ **Licensed
      Technology** ”
means
      the Licensed Patents and the Licensed Know-How.




**1.11** “ **Marketing
      Approval** ”
means
      the approvals of any federal, state or local regulatory agency, department,
      bureau or other government entity in a country, that are necessary to be
      obtained prior to the commercial sale of a Licensed Product in that
      country.




**1.12** “ **Net
      Expenditures** ”
means,
      on a Licensed Product-by-Licensed Product basis, the cost of developing the
      Licensed Product incurred by Licensee through the date of the first commercial
      sale of the Licensed Product, including but not limited to: (a) direct material
      costs, (b) direct labor costs, (c) overhead directly attributable to development
      of the Licensed Product, all calculated in accordance with GAAP, and (d) all
      other out-of-pocket costs, including but not limited to expenses for conducting
      pre-clinical and clinical activities and developing a manufacturing process
      and
      any Technology Acquisition Payments to the extent not already deducted from
      payments due to Licensor under this Agreement; but specifically excluding (i)
      all license fees paid to Licensor under Section 3.1, and (ii) all milestone
      payments paid to Licensor under Section 3.2. Direct material costs will include
      the costs incurred in purchasing or manufacturing clinical trial materials,
      including sales and excise taxes imposed thereon and customs duty and charges
      levied by government authorities, and all costs of packaging components for
      clinical trial materials. Direct labor will include the cost of employees and
      consultants for the time they are engaged in direct development activities
      for a
      Licensed Product. Overhead attributable to the Licensed Product will include
      a
      reasonable allocation of indirect labor (not previously included in direct
      labor), a reasonable allocation of administrative costs, and a reasonable
      allocation of facilities costs.







**1.13**  “ **Net
      Sales** ”
means
      the total amount received by Licensee or its Affiliates from the sale of a
      Licensed Product to Third Parties by Licensee or its Affiliates, less: (a)
      credits, allowances, discounts and rebates to, and chargebacks from the account
      of, such Third Parties for spoiled, damaged, out-dated and returned product;
      (b)
      freight and insurance costs for transporting such product; (c) sales,
      value-added and other direct taxes on the sale of the product; (d) customs
      duties, surcharges and other governmental charges incurred in connection with
      the exportation or importation of such product; (e) trade, cash, and quantity
      discounts off the invoiced price and similar promotional discounts or rebates
      (such as management fees required by hospital buying groups or granted to
      managed care organizations) off the invoiced price; (f) amounts reflecting
      retroactive price adjustments on sale of products, to the extent not previously
      deducted from Net Sales; (g) manufacturing and packing costs or the supply
      price
      paid to a Third Party manufacturer of the Licensed Product; (h) marketing and
      promotional costs; (i) sales and detailing costs of Licensee’s or its
      Affiliates’ sales force; and (j) any Technology Acquisition Payments to the
      extent not already deducted from payments due to Licensor under this
      Agreement.




**1.14**  “ **Patents** ”
means
      (a) all patents and patent applications in any country or supranational
      jurisdiction, and (b) any substitutions, divisions, continuations,
      continuations-in-part, reissues, renewals, registrations, confirmations,
      re-examinations, extensions, supplementary protection certificates and the
      like,
      and any provisional applications, of any such patents or patent applications.




**1.15** “ **Pivotal
      Trial** ”
means, as
      to a
      specific pharmaceutical product, a Phase III clinical trial (or foreign
      equivalent), or any controlled and lawful study in humans of the efficacy and
      safety of such product, that is prospectively designed to demonstrate
      with statistical significance that such product
      is effective and safe for use in a
      particular indication in a manner sufficient to file for
      Marketing Approval of such product .




**1.16**  “ **Sublicense
      Agreement** ”
means
      any license agreement under which Licensee grants a Third Party a sublicense
      under any Licensed Technology for the purpose of allowing such Third Party
      to
      develop and commercialize one or more Licensed Products.




**1.17** “ **Sublicense
      Revenues** ”
means
      any non-creditable upfront license fees or milestone payments received by
      Licensee from any Sublicensee pursuant to a Sublicense Agreement and in
      connection with the development and commercialization of a Licensed Product
      by
      such Sublicensee, less any Technology Acquisition Payments to the extent not
      already deducted from payments due to Licensor under this Agreement, but
      specifically excluding any Sublicense Royalty Revenues.




**1.18** “ **Sublicense
      Royalty Revenues** ”
means
      all cash payments received by Licensee from any Sublicensee pursuant to a
      Sublicense Agreement based on the sales value of Licensed Products sold by
      such
      Sublicensee, less any Technology Acquisition Payments to the extent not already
      deducted from payments due to Licensor under this Agreement.




**1.19** “ **Sublicensee** ”
means
      any Third Party that has entered into a Sublicense Agreement.







**1.20** “ **Technology
      Acquisition Agreement** ”
means
      any agreement entered into before or after the Effective Date between Licensee
      or its Affiliates and a Third Party under which Licensee or its Affiliate,
      as
      applicable, is granted a license to or is assigned (a) any of such Third Party’s
      Patents that would be infringed, in the absence of such agreement, by the
      manufacture, use or sale of a Licensed Product by Licensee or its Affiliates,
      or
      (b) any of such Third Party’s Know-How that covers or is useful with respect to
      the composition, use, or manufacture of a Licensed Product.




**1.21** “ **Technology
      Acquisition Payments”** means
      license fees, milestone payments, or royalties payable by Licensee or its
      Affiliates to a Third Party under any Technology Acquisition Agreement in
      connection with the development or commercialization of a Licensed
      Product.




**1.22** “ **Term** ”
has
      the
      meaning assigned to it in Section 7.1.




**1.23** “ **Third
      Party** ”
means
      any party other than Licensor, Licensee, or their respective
      Affiliates.




**1.24** “ **Valid
      Claim** ”
means
      any claim of an issued and unexpired patent within the Licensed Patents which
      has not been held unenforceable or invalid by a court or other governmental
      agency of competent jurisdiction in an unappealed or unappealable decision,
      and
      which has not been disclaimed or admitted to be invalid or unenforceable through
      reissue or otherwise.




**2.**
            **License
                Grant; Diligence**




**2.1** **Grant.** Licensor
      hereby grants to Licensee an exclusive, worldwide, royalty-bearing license, with
      the
      right to sublicense through multiple tiers of sublicenses, under
      the Licensed Technology to use and practice the Licensed Technology and to
      research, develop, make, use, sell, offer for sale, and import Licensed Products
      in the Field.




**2.2** **Technology
      Transfer.** Within
      10
      days after the Effective Date, Licensor will provide Licensee with copies of
      all
      tangible embodiments of the Licensed Know-How in Licensor’s possession or
      control.




**2.3** **Diligence.** Licensee
      will use its commercially reasonable efforts to develop and commercialize one
      or
      more Licensed Products in the Field during the Term. As between the Parties,
      Licensee will be solely responsible for developing Licensed Products and seeking
      regulatory approval for such Licensed Products (including, without limitation,
      by preparing and filing any and all regulatory submissions relating to the
      clinical development or Marketing Approval of a Licensed Product).




**3.**
            **Payments**




**3.1** **Initial
      License Fee.** Licensee
      will pay to Licensor an initial license fee of US$375,000, payable in 8
      installments of US$46,875 each, with the first installment due on the
      14 th day
      after the Effective Date (the “First Payment Date”), and the subsequent
      installments due on the 90 th day,
      180 th day,
      270 th day,
      360 th day,
      450 th day,
      540 th ,
      and
      630 th day of
      the First Payment Date.







**3.2**
            **Milestone
                Payment.**




**3.2.1** Licensee
      will pay to Licensor the following one-time milestone payments within 30 days
      after the first achievement of the following milestone events by
      Licensee:




**(a)** $500,000
      with respect to the dosing of the first patient in the first Pivotal Trial
      for a
      Licensed Product, and $250,000 with respect to the dosing of the first patient
      in the second, third, fourth and fifth Pivotal Trial, and $125,000 with respect
      the dosing of the first patient in any subsequent Pivotal Trial; *provided, however,* that
      Licensee will not have any obligation to make any payments under this Section
      3.2.1(a) with respect to any Pivotal Trial that is conducted for the same
      Licensed Product and the same indication for which Licensee has previously
      made
      a milestone payment pursuant to this Section 3.2.1(a);




**(b)** $5,000,000
      with respect to the receipt of the first Marketing Approval for a Licensed
      Product, and $2,500,000 with respect to the receipt of the second, third, fourth
      and fifth Marketing Approval for a Licensed Product, and $1,250,000 with respect
      to any subsequent Marketing Approval; *provided, however,* that
      Licensee will not have any obligation to make any payments under this Section
      3.2.1(b) with respect to any Marketing Approval that is for the same Licensed
      Product and the same indication for which Licensee has previously made a
      milestone payment pursuant to this Section 3.2.1(b).




**3.2.2** Notwithstanding
      anything in this Agreement, Licensee will have no obligation to make any
      payments under this Section 3.2 with respect to any milestone events for which
      Licensee receives Sublicense Revenues and thus has an obligation to make
      payments under Section 3.4.1.




**3.2.3** At
      Licensee’s option, Licensee may elect to pay for up to 50% of any milestone
      payment due under Section 3.2.1 above in common stock of Licensee with the
      number of shares determined by dividing the amount of the portion of the
      milestone payment to be paid in shares by the fair market value of one share
      of
      common stock of Licensee, as determined in good faith by Licensee’s board of
      directors.




**3.3**
            **Royalties
                on Net Sales.**




**3.3.1** **Royalty
      Rate.** Subject
      to the terms and conditions of this Agreement, Licensee will pay to Licensor
      a
      royalty on Net Sales of each Licensed Product as follows:




**(a)** 4%
      of the
      portion of aggregate Net Sales of such Licensed Product during a calendar year
      that is equal to or less than $250,000,000;




**(b)**  5%
      of the
      portion of aggregate Net Sales of such Licensed Product during a calendar year
      that is greater than $250,000,000 but equal to or less than $500,000,000;




**(c)** 6%
      of the
      portion of aggregate Net Sales of such Licensed Product during a calendar year
      that is greater than $500,000,000 but equal to or less than $750,000,000; and







**(d)** 7%
      of the
      portion of aggregate Net Sales of such Licensed Product during a calendar year
      that exceeds $750,000,000.




**3.3.2** **Royalty
      Term.** Licensee’s royalty payment obligations under this Section 3.3 will expire on a
      Licensed Product-by-Licensed Product basis and
      a
      country-by-country basis upon
      the
      expiration of the period (the “ **Royalty
      Term** ”)
      ending
      upon the later of: (a) expiration of the last-to-expire Valid Claim that, but
      for the licenses granted in this Agreement, would be infringed by the sale
      of
      such Licensed Product in
      such
      country ,
      and (b)
      10 years after the first commercial sale of such Licensed Product by Licensee,
      its Affiliates or Sublicensees anywhere
      in the world .




**3.3.3** **Reduction
      of Royalty Rate.**  Upon
      expiration of the last Valid
      Claim cover ing a
      particular Licensed Product in a particular country, each of the royalty rates
      set forth in Section 3.3.1 will be reduced by 50% for the remainder of the
      Royalty Term, resulting in royalty rates of 2%, 2.5%, 3%, and 3.5%, as
      applicable.




**3.3.4** **No
      Double Dipping.** For the
      avoidance of doubt, Licensee will not be required to make any payments under
      Section 3.3 with respect to any unit of Licensed Product for which Licensee
      has
      an obligation to make payments under Section 3.4.2.




**3.4**
            **Sublicense
                Revenues.**




**3.4.1** Subject
      to the terms and conditions of this Agreement, Licensee will pay to Licensor
      25%
      of Sublicense Revenues received by Licensee pursuant to any Sublicense
      Agreement.




**3.4.2** Subject
      to the terms and conditions of this Agreement, Licensee will pay to Licensor
      a
      share of Sublicense Royalty Revenues received by Licensee, as
      follows:




**(a)** 15%
      of
      all Sublicense Royalty Revenues, until such time as the Aggregate Discount
      Amount (as defined in Section 3.4.3 below) reaches an amount equal to three
      (3)
      times the Net Expenditures;




**(b)** beginning
      in the first full month after the Aggregate Discount Amount reaches an amount
      equal to three (3) times the Net Expenditures:




**(i)** 25%
      on
      Sublicense Royalty Revenues corresponding to that portion of aggregate net
      sales
      of Licensed Products by a Sublicensee during a calendar year that is less than
      or equal $500,000,000; and




**(ii)** 33%
      on
      Sublicense Royalty Revenues corresponding to that portion of aggregate net
      sales
      of Licensed Products by a Sublicensee during a calendar year that exceeds
      $500,000,000 .




**3.4.3** For
      purposes of this Section 3.4, the “Aggregate Discount Amount” will be equal to
      the running total of all Annual Discount Amounts for the Term. For each calendar
      year or portion thereof during the Term, the Annual Discount Amount (labeled
      as
“X” in the equation below) will be calculated as follows:







X
      = (0.1
      * A) + (0.18 * B)




A
      =
      Sublicense Royalty Revenues received by Licensee corresponding to that portion
      of aggregate net sales of Licensed Products by all Sublicensees during such
      calendar year that is less than or equal $500,000,000




B
      =
      Sublicense Royalty Revenues corresponding to that portion of aggregate net
      sales
      of Licensed Products by all Sublicensees during such calendar year that exceeds
      $500,000,000




**3.5**
            **Payments.**




**3.5.1** **Payment
      Timing.** Licensee
      will make royalty or sublicense payments to Licensor within 45 days of the
      last
      day of each calendar quarter for which such payments are due under Section
      3.3
      or 3.4, as the case may be. Each such payment will be accompanied by a written
      report showing the cumulative Net Sales, Sublicense Revenues, and Sublicense
      Royalty Revenues received by Licensee and its Affiliates during such calendar
      quarter and the corresponding payments due under this Agreement. In addition,
      in
      connection with any payments pursuant to Section 3.4.2(a), Licensee will provide
      the amount of Net Expenditures and the Aggregate Discount Amount.




**3.5.2** **Payment
      Method.**  All
      amounts due hereunder will be paid in US Dollars by check or wire transfer
      in
      immediately available funds to an account designated by Licensor.




**3.5.3** **Currency
      Conversion.**  For
      any
      currency conversion required in connection with any payment hereunder, or in
      determining the amount of royalties due, such conversion will be made at the
      prevailing commercial rate of exchange for purchasing the currency into which
      an
      amount is to be converted as published in the Eastern Edition of the *Wall
      Street Journal* (U.S.
      Edition) on the day which is the last business day of the applicable quarterly
      period for any payments made pursuant to Sections 3.3 or 3.4. For purposes
      of
      determining the payment due, the amount of Net Sales, Sublicense Revenues,
      or
      Sublicense Royalty Revenues, as the case may be, in any foreign currency will
      be
      computed by converting such amount into US Dollars as provided in this Section
      3.5.3.




**3.6**
            **Records;
                Audit.**




**3.6.1** **Records
      Retention.** Licensee
      will maintain complete and accurate books, records and accounts in sufficient
      detail to confirm the accuracy of any payments required hereunder, which books,
      records and accounts will be retained by Licensee until three years after the
      end of the period to which such books, records and accounts
      pertain.




**3.6.2** **Audit.** Licensor
      will have the right to have an independent certified public accounting firm
      of
      internationally recognized standing, reasonably acceptable to Licensee, to
      have
      access during normal business hours, and upon reasonable prior written notice,
      to such of the records of Licensee as may be reasonably necessary to verify
      the
      accuracy of information needed to calculate payments required hereunder
      (“ **Payment
      Information** ”)
      for
      any calendar quarter ending not more than 36 months prior to the date of such
      request; *provided* , *however* ,
      that
      Licensor will not have the right to conduct more than one such audit in any
      12-month period. The accounting firm will disclose to Licensee and Licensor
      whether such Payment Information is correct or incorrect and the specific
      details concerning any discrepancies. Licensor will bear all costs of any such
      audit.







**3.6.3** **Payment
      of Additional Amounts.** If,
      based on the results of any audit, additional payments are owed to Licensor
      under this Agreement, Licensee will make such additional payments promptly
      after
      the accounting firm’s written report is delivered to both Parties and Licensee
      will, in addition, reimburse Licensor’s expenses for conducting the audit if the
      amount of the underpayment exceeds 5% of the total payment actually due. If,
      based on the results of any audit, payments made pursuant to this Agreement
      exceeded payments indicated by the audit as being due hereunder, such excess
      will be credited against future amounts owed by Licensee under this Agreement.




**3.6.4** **Confidentiality.** Licensor
      will treat all information subject to review under this Section 3.6 in
      accordance with the confidentiality provisions of Section 6 and will cause
      its
      accounting firm to enter into a confidentiality agreement with Licensee
      obligating such firm to maintain all such financial information in confidence
      pursuant to such confidentiality agreement.




**4.**
            **Intellectual
                Property Rights**




**4.1**
            **Filing,
                Prosecution and Maintenance of Licensed Patents**.




**4.1.1** Licensee
      will be responsible for the filing and prosecution of the Licensed Patents,
      and
      for the maintenance of the Licensed Patents ,
      through
      patent counsel of its choice.




**4.1.2** The
      costs
      and expenses incurred by Licensee in connection with the filing, prosecution
      and
      maintenance of any Licensed Patent will be borne by Licensee.




**4.1.3** Notwithstanding
      anything in this Agreement, if Licensee wishes to discontinue the payment of
      filing, prosecution or maintenance costs with respect to a particular Licensed
      Patent, it will inform Licensor thereof in writing with 30 days prior notice,
      and any Licensed Patents with respect to which Licensee has discontinued the
      payment of such costs will be excluded from the licenses granted under this
      Agreement, and will no longer be considered Licensed Patents as that term is
      used in this Agreement.




**4.2** **Right
      to Defend Infringement Claims** . If
      the
      manufacture, sale or use of a Licensed Product pursuant to this Agreement
      results in, or may result in, any claim, suit, or proceeding by a Third Party
      alleging patent infringement by Licensee (or its Affiliates or Sublicensees),
      Licensee will promptly notify Licensor thereof in writing. Licensee or its
      Affiliates or Sublicensees will have the exclusive right to defend and control
      the defense of any such claim, suit or proceeding at its own expense (subject
      to
      Section Section 8.1), using counsel of its own choice; *provided, however,* that
      Licensee and its Affiliates and Sublicensees will not enter into any settlement
      which admits or concedes that any aspect of Licensed Patents are invalid or
      unenforceable without the prior written consent of Licensor. Licensee will
      keep
      Licensor reasonably informed of all material developments in connection with
      any
      such claim, suit, or proceeding. Licensee agrees to provide Licensor with copies
      of all pleadings filed in such action and to allow Licensor reasonable
      opportunity to participate in the defense of the claims.







**4.3**
            **Enforcement
                of Licensed Patents.**




**4.3.1** **Initiation.** Licensee
      and Licensor will each promptly notify the other in writing of any alleged
      or
      threatened infringement of any Licensed Patent by a Third Party. Licensor and
      Licensee will then confer and may agree jointly to prosecute any such
      infringement. If the Parties do not agree on whether or how to proceed with
      enforcement activity (i) within 60 days following the detection of the of
      alleged infringement, or (ii) 10 business days before the time limit, if any,
      set forth in appropriate laws and regulations for filing of such actions,
      whichever comes first, then, Licensor may commence litigation with respect
      to
      the alleged or threatened infringement at its own expense. In the event that
      Licensor does not commence litigation within five business days of the
      above-specified date, Licensee may do so, at Licensee’s expense.




**4.3.2** **Cooperation.** In
      the
      event a Party brings an infringement action, the other Party will cooperate
      fully, including, if required to bring such action, the furnishing of a power
      of
      attorney or to join such action as a necessary party. If Licensee commences
      litigation under this Section 4.3, it will receive a credit for one-half (50%)
      of its reasonable and documented expenses of commencing and prosecuting said
      litigation against payments due Licensor under Section 3 hereof. If Licensor
      commences litigation under this Section 4.3 it will invoice Licensee quarterly
      for one-half (50%) of its reasonable and documented expenses of commencing
      and
      prosecuting said litigation through each calendar quarter, and Licensee will
      promptly pay said invoices. Neither Party will have the right to settle any
      patent infringement litigation under this Section 4.3 in a manner that
      diminishes the rights or interest of the other Party without the express written
      consent of such other Party. The Party commencing the litigation will provide
      the other Party with copies of all pleadings/documents filed with the court
      and
      will consider reasonable input from the other Party during the course of the
      proceedings.




**4.3.3** **Recovery.** Except
      as
      otherwise agreed by the Parties as a cost sharing arrangement, any recovery
      realized as a result of such litigation described in Section 4.3.1 (whether
      by
      way of settlement or otherwise) will be first allocated to reimbursement of
      unreimbursed legal fees and expenses incurred by the Party initiating the
      proceeding, then toward reimbursement of any of unreimbursed legal fees and
      expenses of the other Party, then, if applicable, toward reimbursement of the
      other Party for the amount of any credits taken by the Party initiating the
      proceeding as permitted above, and then the remainder will be divided between
      the Parties as follows: (i) if the award is based on lost profits, Licensee
      will
      receive the amount equal to the damages the court determines that Licensee
      has
      suffered as a result of the infringement less the amount of any royalties and
      other payments that would have been due to Licensor on sales of Licensed
      Products lost by Licensee as a result of the infringement had Licensee made
      such
      sales, and Licensor will receive an amount equal to the royalties and other
      payments they would have received under Section 3 hereof if such sales had
      been
      made by Licensee; and (ii) as to awards other than those based on lost profits,
      60% to the Party initiating such proceeding, and 40% to the other Party.







**4.4** **Patent
      Term Extension and Supplementary Protection Certificate** .
      Upon
      receiving Marketing Approval for a Licensed Product, the Parties agree to
      coordinate the application for any patent term extension or supplementary
      protection certificates that may be available in any country. The primary
      responsibility of applying for any extension or supplementary protection
      certificate will be the Party having the right to make the application under
      the
      applicable law. The Party responsible for filing the application will keep
      the
      other Party fully informed of its efforts to obtain such extension or
      supplementary protection certificate. Each Party will provide prompt and
      reasonable assistance, without additional compensation, to obtain such patent
      extension or supplementary protection certificate. The Party filing such request
      will pay all expenses in regard to obtaining the extension or supplementary
      protection certificate.




**5.**
            **Representation
                and Warranties; Covenants**




**5.1** **Representations
      of Licensor** .
      Licensor represents to Licensee that: (i) Licensor is the sole and exclusive
      owner of, and has good and valid title to the Licensed Technology, free and
      clear of any encumbrance, lien, mortgage, charge, restriction or liability,
      whether equitable or legal, that would conflict with or impair the rights
      granted to Licensee under this Agreement; (ii) to the best of Licensor’s
      knowledge, practice of the inventions claimed in the Licensed Patents is not
      infringing any Patent of a Third Party, and the Licensed Patents are not being
      infringed by any Third Party; (iii) as of the Effective Date, all registration,
      maintenance and renewal fees in connection with each Licensed Patent have been
      paid; (iv) as of the Effective Date, Licensor has not, and during the term
      of
      this Agreement will not, grant any right to any Third Party relating to the
      Licensed Technology that would conflict with or erode the rights granted to
      Licensee under this Agreement; (v) as of the Effective Date, Licensor has not
      received any statement or assertion that any claim in any of the Licensed
      Patents is, or may be or become rendered, invalid or unenforceable; (vi)
      Licensor has not been served with and has not received any notice of any
      threatened complaint, claim, judgment or settlement relating to the breach
      by
      Licensor of any license agreement with any Third Party necessary to Control
      the
      Licensed Patents licensed under this Agreement; (vii) Licensor has not been
      served with or received any notice of any threatened interference actions or
      oppositions to any Patents within the Licensed Patents or other litigation
      before any patent office, court, or any other governmental entity in any
      jurisdiction in regard to the Licensed Patents; and (viii) it has not been
      served with any complaint alleging infringement of a Third Party’s patents
      arising from the practice of the claims in the Patents within the Licensed
      Patents.




**5.2** **Reciprocal
      Representations and Warranties.** Each
      Party represents and warrants to the other Party that: (i) this Agreement is
      a
      legal and valid obligation binding upon its execution and enforceable against
      it
      in accordance with its terms and conditions; and (ii) the execution, delivery
      and performance of this Agreement by such Party has been duly authorized by
      all
      necessary corporate action, and the person executing this Agreement on behalf
      of
      such Party has been duly authorized to do so by all requisite corporate
      actions.




**5.3** **DISCLAIMER
      OF WARRANTY.** EXCEPT
      FOR THE EXPRESS WARRANTIES SET FORTH IN SECTIONS 5.1 AND 5.2, EACH PARTY MAKES
      NO REPRESENTATIONS AND GRANTS NO WARRANTIES, EXPRESS OR IMPLIED, EITHER IN
      FACT
      OR BY OPERATION OF LAW, BY STATUTE OR OTHERWISE, AND LICENSOR AND LICENSEE
      EACH
      SPECIFICALLY DISCLAIM ANY OTHER WARRANTIES, WHETHER WRITTEN OR ORAL, OR EXPRESS
      OR IMPLIED, INCLUDING ANY WARRANTY OF QUALITY OR MERCHANTABILITY.







**6.**
            **Confidentiality**




**6.1** **Definition.** During
      the Term and subject to the terms and conditions of this Agreement, a Party
      (a
“ **Disclosing
      Party** ”)
      may
      communicate to another Party (a “ **Receiving
      Party** ”)
      information in connection with this Agreement or the performance of its
      obligations hereunder, including, without limitation, certain scientific and
      manufacturing information and plans, marketing and business plans, and financial
      and personnel matters relating to a Party or its present or future products,
      sales, suppliers, customers, employees, investors or business (collectively,
      “ **Confidential
      Information** ”).
      Without limiting the foregoing, “Confidential Information” is hereby deemed to
      include any and all information disclosed by one Party to the other Party
      pursuant to any confidentiality agreement between the Parties executed prior
      to
      the Effective Date.




**6.2** **Exclusions.** Notwithstanding
      the foregoing, information of a Disclosing Party will not be deemed Confidential
      Information with respect to a Receiving Party for purposes of this Agreement
      if
      such information:




**(a)** was
      already known to the Receiving Party or its Affiliates, other than under an
      obligation of confidentiality or non-use, at the time of disclosure to the
      Receiving Party;




**(b)** was
      generally available or known to parties reasonably skilled in the field to
      which
      such information or know-how pertains, or was otherwise part of the public
      domain, at the time of its disclosure to the Receiving Party;




**(c)** became
      generally available or known to parties reasonably skilled in the field to
      which
      such information or know-how pertains, or otherwise became part of the public
      domain, after its disclosure to the Receiving Party through no fault of or
      breach of its obligations under this Section 6 by the Receiving
      Party;




**(d)**  was
      disclosed to the Receiving Party other than under an obligation of
      confidentiality or non-use, by a Third Party who had no obligation to the Party
      that Controls such information and know-how not to disclose such information
      or
      know-how to others; or




**(e)** was
      independently discovered or developed by the Receiving Party or its Affiliates,
      as evidenced by their written records, without the use of, and by personnel
      who
      had no access to, Confidential Information belonging to the Party that Controls
      such information and know-how.




**6.3** **Disclosure
      and Use Restriction.**  Except
      as expressly provided herein, the Parties agree that, during the Term and for
      five years thereafter, a Receiving Party and its Affiliates and sublicensees
      will keep completely confidential and will not publish or otherwise disclose and will not use for
      any
      purpose except for the purposes contemplated by this Agreement any Confidential
      Information of a Disclosing Party, its Affiliates or sublicensees.







**6.4** **Authorized
      Disclosure.** A
      Receiving Party may disclose Confidential Information of a Disclosing Party
      to
      the extent that such disclosure is:




**6.4.1** made
      in
      response to a valid order of a court of competent jurisdiction or other
      governmental or regulatory body of competent jurisdiction; *provided* , *however* ,
      that
      such Receiving Party will first have given notice to the Disclosing Party and
      given the Disclosing Party a reasonable opportunity to quash such order and
      to
      obtain a protective order requiring that the Confidential Information and
      documents that are the subject of such order be held in confidence by such
      court
      or governmental or regulatory body or, if disclosed, be used only for the
      purposes for which the order was issued; and *provided* , *further* that
      if a
      disclosure order is not quashed or a protective order is not obtained, the
      Confidential Information disclosed in response to such court or governmental
      order will be limited to that information which is legally required to be
      disclosed in response to such court or governmental order;




**6.4.2** otherwise
      required by law; *provided* , *however* ,
      that
      the Disclosing Party will provide the Receiving Party with notice of such
      disclosure in advance thereof to the extent practicable;




**6.4.3** made
      by
      such Party to the regulatory authorities as required in connection with any
      filing of an IND or an application for Marketing Approval, or similar
      applications or requests; *provided* , *however* ,
      that
      reasonable measures will be taken to assure confidential treatment of such
      information;




**6.4.4** made
      by a
      Receiving Party, in connection with the performance of this Agreement, to
      Affiliates, employees, consultants, representatives or agents, each of whom
      prior to disclosure must be bound by obligations of confidentiality and non-use
      at least equivalent in scope to those set forth in this Section 6;




**6.4.5** made
      by a
      Receiving Party to existing or potential acquirers or merger candidates;
      potential sublicensees or collaborators (to the extent contemplated hereunder);
      investment bankers; existing or potential investors, venture capital firms
      or
      other financial institutions or investors for purposes of obtaining financing;
      or Affiliates, each of whom prior to disclosure must be bound by obligations
      of
      confidentiality and non-use at least equivalent in scope to those set forth
      in
      this Section 6;




**6.4.6** made
      by
      the Receiving Party with the prior written consent of the Disclosing
      Party.




**6.5** **Use
      of Name.** Neither
      Party may make public use of the other Party's name except (a) in connection
      with announcements and other permitted disclosures relating to this Agreement
      and the activities contemplated hereby, (b) as required by applicable law,
      and
      (c) otherwise as agreed in writing by such other Party.




**6.6**
            **Press
                Releases.**




**6.6.1** Licensee
      may make a press release regarding the execution of this Agreement, the final
      form of which will be submitted to Licensor for review and comment not less
      than
      five full business days prior to its release to the public. For subsequent
      press
      releases and other written public disclosures relating to this Agreement or
      the
      Parties’ relationship hereunder (each, a “ **Proposed
      Disclosure** ”),
      each
      Party will use reasonable efforts to submit to the other Party a draft of such
      Proposed Disclosures for review and comment by the other Party at least five
      full business days prior to the date on which such Party plans to release such
      Proposed Disclosure, and in any event will submit such drafts at least 24 hours
      prior to the release of such Proposed Disclosure, and will review and consider
      in good faith any comments provided in response.







**6.6.2** If
      a
      Party is unable to comply with the foregoing 24-hour notice requirement because
      of a legal obligation or stock exchange requirement to make more rapid
      disclosure, such Party will not be in breach of this Agreement but will in
      that
      case give telephone notice to a senior executive of the other Party and provide
      a draft disclosure with as much notice as possible prior to the release of
      such
      Proposed Disclosure.




**6.6.3** A
      Party
      may publicly disclose without regard to the preceding requirements of this
      Section 6.6 information that was previously disclosed in a Proposed Disclosure
      that was in compliance with such requirements.




**6.7** **Terms
      of Agreement to be Maintained in Confidence.** Subject
      to the provisions of this Section 6, including the exception for any public
      disclosures made in compliance with the terms of Section 6.6, the Parties agree
      that the terms of this Agreement are confidential and will not be disclosed
      by
      either Party to any Third Party (except to a Party's professional advisor)
      without prior written permission of the other Party; *provided* , *however* ,
      that
      either Party may make any filings of this Agreement required by law or
      regulation in any country so long as such Party uses its reasonable efforts
      to
      obtain confidential treatment for portions of this Agreement as available,
      consults with the other Party, and permits the other Party to participate,
      to
      the extent practicable, in seeking a protective order or other confidential
      treatment; and *provided* , *further* ,
      that
      either Party may disclose the terms of this Agreement to a Third Party (and
      its
      professional advisors) when such disclosure is reasonably necessary in
      connection with (i) the grant of a license or sublicense of the Licensed Patents
      to such Third Party, (ii) a merger, acquisition, placement, investment, or
      other
      such transaction with such Third Party, or (iii) the sale of securities to
      or
      other financing from such Third Party or a financing underwritten by such Third
      Party, in which case disclosure may be made to any person or entity to whom
      such
      Third Party sells such securities (and its professional advisors). Prior written
      permission for disclosure will not be required when a Party is ordered to
      disclose information concerning the Agreement by a competent tribunal or such
      disclosures are required by law, regulation, or stock exchange rules, except
      that such Party will make all reasonable efforts to limit any disclosure as
      may
      be required in the course of legal proceedings by entry of an appropriate
      protective and confidentiality order, and will provide the other Party with
      as
      much advance notice of such circumstances as is practicable.




**7.**
            **Term
                and Termination**




**7.1** **Term** .
      The
      term of this Agreement will commence as of the Effective Date and, unless
      earlier terminated in accordance with this Section 7, will expire upon the
      expiration of the Royalty Term for all Licensed Products in all countries (the
      “ **Term** ”).







**7.2**
            **Termination
                for Material Breach.**




**7.2.1** Any
      material failure by a Party (“ **Breaching
      Party** ”)
      to
      comply with any of its material obligations contained in this Agreement (such
      failure a “ **Material
      Breach** ”)
      will
      entitle the other Party (“ **Non-Breaching
      Party** ”)
      to
      give to the Breaching Party written notice specifying the nature of the Material
      Breach, requiring the defaulting Party to make good or otherwise cure such
      Material Breach.




**7.2.2** If
      such
      Material Breach is not cured within 60 days after the receipt of notice pursuant
      to Section 7.2.1 above, the Non-Breaching Party will be entitled to terminate
      this Agreement on written notice to the Breaching Party and without prejudice
      to
      any of its other rights conferred on it by this Agreement; *provided,
      however* ,
      that if
      the Breaching Party disputes the existence of a Material Breach, the matter
      will
      be submitted for resolution in accordance with Section 10.4, and this Agreement
      cannot be terminated by the Non-Breaching Party until a court of competent
      jurisdiction in accordance with Section 10.4.3 in a final decision from which
      no
      further appeal can be taken has found such Material Breach to
      exist.




**7.3** **Termination
      at Will.** Licensee
      may terminate this Agreement in its entirety at any time upon 90 days’ prior
      written notice to Licensor. Licensor may terminate this Agreement in its
      entirety, upon written notice to Licensee effective immediately, (i) if Licensee
      is declared bankrupt by a court of competent jurisdiction, (ii) if a voluntary
      or involuntary petition in bankruptcy is filed in any court of competent
      jurisdiction against Licensee and such petition is not dismissed within ninety
      (90) days after filing, or (iii) if Licensee makes or executes an assignment
      of
      substantially all of its assets for the benefit of creditors.




**7.4**
            **Consequences
                of Expiration and
                Termination.**




**7.4.1** **Expiration.** Upon
      expiration of the Term pursuant to Section 7.1, Licensee will have an
      exclusive, irrevocable, perpetual, worldwide, fully-paid license, with the
      right
      to sublicense through multiple tiers of sublicenses, under
      the
      Licensed Technology to research, develop, make, use, sell, offer for sale,
      and
      import Licensed Products in the Field.




**7.4.2** **Early
      Termination.** Upon
      termination of this Agreement pursuant to Sections 7.2 or 7.3, all licenses
      granted by Licensor to Licensee under this Agreement will terminate; *provided* , *however* ,
      that in
      such event, Licensee may sell all Licensed Products then in its inventory,
      subject to the payment of the royalties set forth in Section 3.3 of this
      Agreement.




**7.4.3** **Survival
      of Certain Sublicenses.** Sublicenses granted by Licensee will survive termination of Licensee's license
      hereunder, provided that (a) such Affiliate or Sublicensee is not the cause
      of
      the default, (b) such Affiliate or Sublicensee is not in breach of, and
      continues to fully perform all obligations under, its sublicense agreement,
      and
      (c) Licensor continues to receive from such Affiliate or Sublicensee all
      payments set forth in Section 3 due on account of Sublicense Revenues generated
      by such Affiliate.




**7.4.4** **Survival.** Expiration or termination of this Agreement will not relieve the Parties of
      any
      obligation accruing prior to such expiration or termination. The provisions
      of
      Sections 5.3, 6, 7.4, 8, 9, and 10 will survive any termination or expiration
      of
      this Agreement.







**8.**
            **Indemnification
                and Insurance**




**8.1** **Indemnification
      by Licensor.** Licensor
      will indemnify Licensee, its Affiliates, sublicensees, and their respective
      directors, officers, employees and agents, and defend and hold each of them
      harmless, from and against any and all losses, damages, liabilities, costs
      and
      expenses (including reasonable attorneys’ fees and expenses) (collectively,
“ **Losses** ”)
      in
      connection with any and all liability suits, investigations, claims or demands
      by Third Parties (“ **Third
      Party Claims** ”)
      to the
      extent arising from or occurring as a result of or in connection any breach
      by
      Licensor of its representations, warranties or obligations under this Agreement,
      except to the extent that such Losses arise out of or result from (i) the
      negligence or willful misconduct of a party seeking indemnification hereunder,
      or (ii) a breach by a party seeking indemnification hereunder of any
      provision of this Agreement.




**8.2** **Indemnification
      By Licensee.** Licensee
      will indemnify Licensor, its Affiliates, and their respective directors,
      officers, employees and agents, and defend and save each of them harmless,
      from
      and against any and all Losses in connection with any and all Third Party Claims
      arising out of any theory of product liability (including, but not limited
      to,
      actions in the form of tort, warranty or strict liability) concerning a Licensed
      Product that is developed or commercialized by Licensee, its Affiliates or
      sublicensees pursuant to any right or license granted under this Agreement,
      except to the extent that such Losses arise out of or result from (i) the
      negligence or willful misconduct of a party seeking indemnification hereunder,
      or (ii) a breach by a party seeking indemnification hereunder of any provision
      of this Agreement.




**8.3**
            **Indemnification
                Procedure.**




**8.3.1** **Notice
      of Claim.** The
      indemnified Party will give the indemnifying Party (the “ **Indemnifying
      Party** ”)
      prompt
      written notice (an “ **Indemnification
      Claim Notice** ”)
      of any
      Losses or discovery of fact upon which such Indemnified Party intends to base
      a
      request for indemnification under Section 8.1 or Section 8.2, but in no event
      will the Indemnifying Party be liable for any Losses that result from any delay
      in providing such notice. Each Indemnification Claim Notice must contain a
      description of the claim and the nature and amount of such Loss (to the extent
      that the nature and amount of such Loss are known at such time). The indemnified
      Party will furnish promptly to the indemnifying Party copies of all papers
      and
      official documents received in respect of any Losses. All indemnification claims
      in respect of a Party, its Affiliates or their respective directors, officers,
      employees and agents (collectively, the “ **Indemnitees** ”
and
      each an “ **Indemnitee** ”)
      will
      be made solely by such Party to this Agreement (the “ **Indemnified**  **Party** ”).




**8.3.2** **Control
      of Defense.** At its
      option, the Indemnifying Party may assume the defense of any Third Party Claim
      by giving written notice to the Indemnified Party within 30 days after the
      Indemnifying Party’s receipt of an Indemnification Claim Notice. Upon assuming
      the defense of a Third Party Claim, the Indemnifying Party may appoint as lead
      counsel in the defense of the Third Party Claim any legal counsel selected
      by
      the Indemnifying Party. In the event the Indemnifying Party assumes the defense
      of a Third Party Claim, the Indemnified Party will immediately deliver to the
      Indemnifying Party all original notices and documents (including court papers)
      received by any Indemnitee in connection with the Third Party Claim. Should
      the
      Indemnifying Party assume the defense of a Third Party Claim, the Indemnifying
      Party will not be liable to the Indemnified Party or any other Indemnitee for
      any legal expenses subsequently incurred by such Indemnified Party or other
      Indemnitee in connection with the analysis, defense or settlement of the Third
      Party Claim.







**8.3.3** **Right
      to Participate in Defense.** Without
      limiting Section 8.3.2 above, any Indemnitee will be entitled to participate
      in,
      but not control, the defense of such Third Party Claim and to employ counsel
      of
      its choice for such purpose; *provided* , *however* ,
      that
      such employment will be at the Indemnitee’s own expense unless (i) the
      employment thereof has been specifically authorized by the Indemnifying Party
      in
      writing, or (ii) the Indemnifying Party has failed to assume the defense and
      employ counsel in accordance with Section 8.3.2 (in which case the Indemnified
      Party will control the defense).




**8.3.4** **Settlement.** With
      respect to any Losses relating solely to the payment of money damages in
      connection with a Third Party Claim and that will not result in the Indemnitee’s
      becoming subject to injunctive or other relief or otherwise adversely affect
      the
      business of the Indemnitee in any manner, and as to which the Indemnifying
      Party
      will have acknowledged in writing the obligation to indemnify the Indemnitee
      hereunder, the Indemnifying Party will have the sole right to consent to the
      entry of any judgment, enter into any settlement or otherwise dispose of such
      Loss, on such terms as the Indemnifying Party, in its sole discretion, will
      deem
      appropriate, and will transfer to the Indemnified Party all amounts which said
      Indemnified Party will be liable to pay prior to the time prior to the entry
      of
      judgment. With respect to all other Losses in connection with Third Party
      Claims, where the Indemnifying Party has assumed the defense of the Third Party
      Claim in accordance with Section 8.3.2, the Indemnifying Party will have
      authority to consent to the entry of any judgment, enter into any settlement
      or
      otherwise dispose of such Loss provided it obtains the prior written consent
      of
      the Indemnified Party (which consent will be at the Indemnified Party’s sole and
      absolute discretion). The Indemnifying Party will not be liable for any
      settlement or other disposition of a Loss by an Indemnitee that is reached
      without the written consent of the Indemnifying Party. Regardless of whether
      the
      Indemnifying Party chooses to defend or prosecute any Third Party Claim, no
      Indemnitee will admit any liability with respect to, or settle, compromise
      or
      discharge, any Third Party Claim without the prior written consent of the
      Indemnifying Party.




**8.3.5** **Cooperation.** The
      Indemnified Party will, and will cause each other Indemnitee to, cooperate
      in
      the defense or prosecution thereof and will furnish such records, information
      and testimony, provide such witnesses and attend such conferences, discovery
      proceedings, hearings, trials and appeals as may be reasonably requested in
      connection with the defense or prosecution of any Third Party Claim. Such
      cooperation will include access during normal business hours afforded to the
      Indemnifying Party to, and reasonable retention by the Indemnified Party of,
      records and information that are reasonably relevant to such Third Party Claim,
      and making Indemnitees and other employees and agents available on a mutually
      convenient basis to provide additional information and explanation of any
      material provided hereunder, and the Indemnifying Party will reimburse the
      Indemnified Party for all its reasonable out-of-pocket expenses in connection
      therewith.




**8.4** **Expenses.** Except
      as provided above, the reasonable and verifiable costs and expenses, including
      fees and disbursements of counsel, incurred by the Indemnified Party in
      connection with any claim will be reimbursed on a calendar quarter basis by
      the
      Indemnifying Party, without prejudice to the Indemnifying Party’s right to
      contest the Indemnified Party’s right to indemnification and subject to refund
      in the event the Indemnifying Party is ultimately held not to be obligated
      to
      indemnify the Indemnified Party.







**8.5** **Insurance.** Each
      Party will have and maintain such types and amounts of liability insurance
      as is
      normal and customary in the industry generally for parties similarly situated,
      and will upon request provide the other Party with a copy of its policies of
      insurance in that regard, along with any amendments and revisions
      thereto.




**9.**
            **Limitation
                of Liability**




IN
      NO
      EVENT WILL EITHER PARTY BE LIABLE FOR LOST PROFITS, LOSS OF DATA, OR FOR ANY
      SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, HOWEVER
      CAUSED, ON ANY THEORY OF LIABILITY AND WHETHER OR NOT SUCH PARTY HAS BEEN
      ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING UNDER ANY CAUSE OF ACTION
      AND ARISING IN ANY WAY OUT OF THIS AGREEMENT. THE FOREGOING LIMITATIONS WILL
      NOT
      APPLY TO AN AWARD OF ENHANCED DAMAGES AVAILABLE UNDER THE PATENT LAWS FOR
      WILLFUL PATENT INFRINGEMENT AND WILL NOT LIMIT EITHER PARTY'S OBLIGATIONS TO
      THE
      OTHER PARTY UNDER SECTIONS 6 AND 8 OF THIS AGREEMENT.




**10.**
            **Miscellaneous**




**10.1**
            **Rights
                in Bankruptcy; Change of Control.**




**10.1.1** All
      rights and licenses granted under or pursuant to this Agreement by Licensor
      to
      Licensee are, and will otherwise be deemed to be, for purposes of Section 365(n)
      of the United States Bankruptcy Code, licenses of rights to “intellectual
      property” as defined under Section 101 of the United States Bankruptcy Code. The
      Parties agree that Licensee, its Affiliates and sublicensees, as the licensee
      or
      sublicensees of such rights under this Agreement, will retain and may fully
      exercise all of their rights and elections under the United States Bankruptcy
      Code. The Parties further agree that, in the event of the commencement of a
      bankruptcy proceeding by or against Licensor under the United States Bankruptcy
      Code, Licensee will be entitled to a complete duplicate of (or complete access
      to, as appropriate) any such intellectual property and all embodiments of such
      intellectual property, which, if not already in Licensee’s possession, will be
      promptly delivered to it (a) upon any such commencement of a bankruptcy
      proceeding upon Licensee’s written request therefor, unless Licensor subject to
      such proceeding continues to perform all of its obligations under this
      Agreement, or (b) if not delivered under clause (a) above, following the
      rejection of this Agreement by or on behalf of Licensor upon written request
      therefor by Licensee.




**10.1.2** In
      the
      event of a Change of Control of Licensor, Licensor will provide written notice
      to Licensee promptly following such Change of Control. As used in this Section
      10.1.2, “Change of Control” means (a) a sale, lease, license or other
      disposition of all or substantially all of the assets of a Party; (b) any
      consolidation or merger of a Party with or into any other corporation or other
      entity or person, or any other corporate reorganization, in which the capital
      stock of a Party immediately prior to such consolidation, merger or
      reorganization, represents less than 50% of the voting power of the surviving
      entity (or, if the surviving entity is a wholly owned subsidiary, its parent)
      immediately after such consolidation, merger or reorganization; or (c) any
      transaction or series of related transactions to which a Party is a party in
      which in excess of fifty percent (50%) of a Party’s voting power is transferred; *provided* ,
      that a
      Change of Control will not include (i) any consolidation or merger effected
      exclusively to change the domicile of a Party, or (ii) any transaction or series
      of transactions principally for bona fide equity financing purposes in which
      cash is received by a Party or any successor, or indebtedness of such Party
      is
      cancelled or converted, or a combination thereof.







**10.2** **Assignment.** Neither
      Party will sell, transfer, assign, delegate, pledge or otherwise dispose of,
      whether voluntarily, involuntarily, by operation of law or otherwise, this
      Agreement or any of its rights or duties under this Agreement; *provided,
      however,* that
      either Party may assign or transfer this Agreement or any of its rights or
      obligations under this Agreement to an Affiliate and to any Third Party with
      which it merges or consolidates, or to which it transfers all or substantially
      all of its assets to which this Agreement relates; *and
      provided, further,* that the
      relevant assignee or surviving entity assumes in writing all of the assigning
      Party’s obligations under this Agreement. The assigning Party (except if it is
      not the surviving entity) will remain jointly and severally liable with the
      relevant Third Party assignee under this Agreement. Any purported assignment
      or
      transfer in violation of this Section 10.2 will be void *ab
      initio* and of
      no force or effect.




**10.3** **Severability.** If any
      provision of this Agreement is held to be illegal, invalid or unenforceable
      under any present or future law, and if the rights or obligations of either
      Party under this Agreement will not be materially and adversely affected
      thereby, (a) such provision will be fully severable, (b) this Agreement will
      be
      construed and enforced as if such illegal, invalid or unenforceable provision
      had never comprised a part hereof, (c) the remaining provisions of this
      Agreement will remain in full force and effect and will not be affected by
      the
      illegal, invalid or unenforceable provision or by its severance herefrom, and
      (d) in lieu of such illegal, invalid or unenforceable provision, there will
      be
      added automatically as a part of this Agreement a legal, valid and enforceable
      provision as similar in terms to such illegal, invalid or unenforceable
      provision as may be possible and reasonably acceptable to the Parties herein.
      To
      the fullest extent permitted by applicable law, each Party hereby waives any
      provision of law that would render any provision prohibited or unenforceable
      in
      any respect.




**10.4**
            **Governing
                Law; Dispute Resolution.**




**10.4.1** This
      Agreement, all disputes between the Parties related to or arising out of this
      Agreement, the Parties’ relationship created hereby, and/or the negotiations for
      and entry into this Agreement, including any dispute concerning its conclusion,
      binding effect, amendment, coverage, or termination, will be governed by the
      laws of the State of New York without reference to any choice of law principles
      thereof that would cause the application of the laws of a different
      jurisdiction.




**10.4.2** The
      Parties will try to settle their differences amicably between themselves. In
      the
      event of any controversy or claim arising out of or relating to any provision
      of
      this Agreement or the performance or alleged non-performance of a Party of
      its
      obligations under this Agreement (“ **Dispute** ”),
      a
      Party may notify the other Party in writing of such Dispute. If the Parties
      are
      unable to resolve the Dispute within 20 days of receipt of the written notice
      by
      the other Party, such dispute will be referred to the Chief Executive Officers
      of each of the Parties (or their respective designees) who will use their good
      faith efforts to resolve the Dispute within 30 days after it was referred to
      the
      Chief Executive Officers. Notwithstanding the foregoing, no Dispute relating
      to
      Section 6 will be subject to this Section 10.4.2. In addition, nothing in this
      Section 10.4 will limit either Party’s right to seek immediate injunctive or
      other equitable relief whenever the facts or circumstances would permit a Party
      to seek such relief in a court of competent jurisdiction.







**10.4.3** Any
      Dispute that is not resolved as provided in Section 10.4.2, whether before
      or
      after termination of this Agreement, will be resolved by litigation in the
      courts of competent jurisdiction located in New York, New York. Each Party
      hereby agrees to such jurisdiction and waives any objections as to the personal
      jurisdiction or venue of such courts.




**10.5** **Notices.** All
      notices or other communications that are required or permitted hereunder will
      be
      in writing and delivered personally, sent by facsimile (and promptly confirmed
      by personal delivery or overnight courier as provided herein), or sent by
      internationally-recognized overnight courier addressed as follows:




If
      to
      Licensor, to:





Revaax
      Pharmaceuticals LLC


P.O.
      Box
      22476


Indianapolis,
      IN 46222


Attention:
      Chief Executive Officer


Facsimile:
      __________________





If
      to
      Licensee, to:





Rexahn
      Corporation


9620
      Medical Center Drive, Suite 100


Rockville,
      MD 20850


Attention:
      Chief Business Officer


Facsimile:
      240-268-5310





or
      to
      such other address as the Party to whom notice is to be given may have furnished
      to the other Party in writing in accordance herewith. Any such communication
      will be deemed to have been given (i) when delivered, if personally delivered
      or
      sent by facsimile on a business day, and (ii) on the second business day after
      dispatch, if sent by internationally-recognized overnight courier. It is
      understood and agreed that this Section 10.5 is not intended to govern the
      day-to-day business communications necessary between the Parties in performing
      their duties, in due course, under the terms of this Agreement. ****




**10.6** **Entire
      Agreement; Modifications.** This
      Agreement sets forth and constitutes the entire agreement and understanding
      between the Parties with respect to the subject matter hereof and all prior
      agreements, understanding, promises and representations, whether written or
      oral, with respect thereto. Each Party confirms that it is not relying on any
      representations or warranties of the other Party except as specifically set
      forth herein. No amendment or modification of this Agreement will be binding
      upon the Parties unless in writing and duly executed by authorized
      representatives of both Parties.







**10.7** **Relationship
      of the Parties.** It
      is
      expressly agreed that the Parties' relationship under this Agreement is strictly
      one of licensor-licensee, and that this Agreement does not create or constitute
      a partnership, joint venture, or agency. **** Neither
      Party will have the authority to make any statements, representations or
      commitments of any kind, or to take any action, which will be binding (or
      purport to be binding) on the other. All persons employed by a Party will be
      employees of such Party and not of the other Party and all costs and obligations
      incurred by reason of any such employment will be for the account and expense
      of
      such Party.




**10.8** **Waiver.** Any term
      or condition of this Agreement may be waived at any time by the Party that
      is
      entitled to the benefit thereof, but no such waiver will be effective unless
      set
      forth in a written instrument duly executed by or on behalf of the Party waiving
      such term or condition. The waiver by either Party hereto of any right hereunder
      or of claims based on the failure to perform or a breach by the other Party
      will
      not be deemed a waiver of any other right hereunder or of any other breach
      or
      failure by said other Party whether of a similar nature or
      otherwise.




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




**10.0** **No
      Benefit to Third Parties.** The
      representations, warranties, covenants and agreements set forth in this
      Agreement are for the sole benefit of the Parties hereto and their successors
      and permitted assigns, and they will not be construed as conferring any rights
      on any other parties.




**10.11** **Further
      Assurance.** Each
      Party will duly execute and deliver, or cause to be duly executed and delivered,
      such further instruments and do and cause to be done such further acts and
      things, including the filing of such assignments, agreements, documents and
      instruments, as may be necessary or as the other Party may reasonably request
      in
      connection with this Agreement or to carry out more effectively the provisions
      and purposes, or to better assure and confirm unto such other Party its rights
      and remedies under this Agreement.




**10.12** **Construction.** Except
      where the context otherwise requires, wherever used, the singular will include
      the plural, the plural the singular, and the use of any gender will be
      applicable to all genders. Unless used in combination with the word “either,”
the word “or” is used throughout this Agreement in the inclusive sense (and/or).
      Unless expressly provided otherwise, references to Sections are references
      to
      Sections of this Agreement. The captions of this Agreement are for convenience
      of reference only and in no way define, describe, extend or limit the scope
      or
      intent of this Agreement or the intent of any provision contained in this
      Agreement. The term “including” as used in this Agreement will mean including,
      without limiting the generality of any description preceding such term. No
      rule
      of strict construction will be applied against either Party.









**[Remainder
      of page intentionally left blank. Signature page follows.]**











**In
      Witness Whereof,** the
      Parties have executed this License Agreement by their respective authorized
      representatives as of the date first written above.




**Revaax
                Pharmaceuticals LLC**By:
            /s/
                Gary KoppelName:
            Gary
                KoppelTitle:
            Vice
                President**Rexahn
                Corporation**By:
            /s/
                George F. SteinfelsName:
            George
                F. SteinfelsTitle:
            Chief
                Business Officer







Attachments:
      Exhibit A





**Exhibit
      A**





**Issued
                Patents**
            **Issue
                Date**
            **Title**US
                No. 6,426,342
            30-Jul-2002
            Use
                Of Β-Lactamase Inhibitors As NeuroprotectantsUS
                No. 6,627,625
            30-Sep-2003
            Neurotherapeutic
                Composition And MethodUS
                No. 6,610,681
            26-Aug-2003
            Neurotherapeutic
                Clavulanate Composition And MethodUS
                No. 6,489,319
            03-Dec-2002
            Neurotherapeutic
                Use Of Carboxypeptidase InhibitorsNZ
                No. 517662
            29-Mar-2004
            Neurotherapeutic
                Formulations







**Pending
                Patent**
            **Filing
                Date**
            **Title**US-
                10/658667
            09-Sep-2003
            Neurotherapeutic
                Compositions And MethodEP
                - 00955580.6
            16-Aug-2000
            Pharmaceutical
                Compositions Comprising Clavulanic Acid Or Derivative Thereof For
                The
                Treatment Of Behavioral DiseasesCA
                -2380820
            16-Aug-2000
            Pharmaceutical
                Compositions Comprising Clavulanic Acid Or Derivative Thereof For
                The
                Treatment Of Behavioral DiseasesAU
                - 67763/00
            16-Aug-2000
            Pharmaceutical
                Compositions Comprising Clavulanic Acid Or Derivative Thereof For
                The
                Treatment Of Behavioral DiseasesJP
                - 2001-516530
            16-Aug-2000
            Neurotherapeutic
                Composition And MethodCA
                - 2383522
            16-Aug-2000
            Neurotherapeutic
                Composition And MethodEP
                - 00959244.5
            16-Aug-2000
            Neurotherapeutic
                Composition And MethodMX
                -PAa20002001667
            16-Aug-2000
            Neurotherapeutic
                Composition And MethodUS
                - 10/114174
            02-Apr-2002
            Neurotherapeutic
                CompositionsNZ
                - 517663
            16-Aug-2000
            Pharmaceutical
                Compositions Comprising Clavulanic Acid Or Derivative Thereof For
                The
                Treatment Of Behavioral DiseasesUS-10/224124
            20-Aug-2002
            Neurotherapeutic
                Composition And Method ThereforUS-10/175092
            18-Jun-2002
            Therapeutic
                Treatment For Sexual DysfunctionUS-10/620221
            15-Jul-2003
            Neurotherapeutic
                Clavulanate Composition And MethodUS-10/467185
            05-Aug-2003
            Antibiotic
                Composition And MethodPCT
                - US2004/027451
            24-Aug-2004
            Oral
                Neurotherapeutic Cefazolin Compositions