EXHIBIT 10.3

                  TITLE OF AGREEMENT: PT 523 License Agreement

                                 EFFECTIVE DATE:

                                    PARTIES:

                                    LICENSOR

                       Dana-Farber Cancer Institute, Inc.
                                44 Binney Street
                           Boston, Massachusetts 02115
                                       and
                                Ash Stevens, Inc.
                           5861 John C. Lodge Freeway
                            Detroit, Michigan, 48202

                                    LICENSEE

                          Hudson Health Sciences, Inc.
                               787 Seventh Avenue
                                   48th Floor
                            New York, New York 10019

                               DFCI AGREEMENT NO.:


<PAGE>

                           EXCLUSIVE LICENSE AGREEMENT

This Exclusive License Agreement, including all attachments, (hereinafter called
"Agreement"), effective as of December 19, 2002 ("Effective Date"), is between
the Dana-Farber Cancer Institute, Inc., a Massachusetts non-profit organization
having a principal place of business at 44 Binney Street, Boston, Massachusetts,
02115 ("DFCI") and Ash Steven, Inc., a corporation having a place of business at
5861 John C. Lodge Freeway, Detroit, Michigan, 48202 ("ASH, and together with
DFCI, the "Licensor") and Hudson Health Sciences, Inc., a Delaware corporation
having a principal place of business at 787 Seventh Avenue, New York, NY 10019
("Licensee").

         WHEREAS, DFCI and ASH are either sole or joint owners under certain
Patent Rights as defined below; and

         WHEREAS, pursuant to a Patent Management Agreement effective February
1st 2002, Licensors agreed DFCI shall act as ASH'S sole and exclusive agent for
the licensing of such Patent Rights ; and

         WHEREAS, Licensor desires to have the rights used to promote the public
interest by granting a royalty bearing, worldwide, exclusive license to the
Subject Technology to LICENSEE on the terms set forth herein; and

         WHEREAS, Licensee, having represented to Licensor that it has the
financial capacity, strategic commitment, capabilities and/or experience to
develop, produce, market and sell resultant products, desires to obtain said
exclusive license under the Subject Technology.

         NOW, THEREFORE, for and in consideration of the premises and other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Parties hereto expressly agree as follows:

                            ARTICLE 1 -- DEFINITIONS

1.1      "Affiliate" means any company, corporation or other business entity
         that is controlled by, controlling, or under common control with
         Licensee. For this purpose "control" means direct or indirect
         beneficial ownership of at least fifty percent (50%) interest in the
         voting stock (or the equivalent) of the company, corporation or other
         business or having the right to direct, appoint or remove a majority of
         members of its board of directors (or their equivalents) or having the
         power to control the general management of the company, corporation or
         other business, by law or contract.

1.2      "Confidential Information" of Licensor shall mean all technical
         reports, data or information disclosed by Licensee which is in writing
         and marked "Confidential", "Proprietary" or the like, or, if disclosed
         orally, is indicated as confidential at the time of disclosure and is
         confirmed as confidential in writing within thirty (30) days after such
         disclosure.


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1.3      "Field of Use" means all commercial and non-commercial uses.

1.4      "First Commercial Sale" means the initial transfer of Licensed Product
         by or on behalf of Licensee, an Affiliate or Sublicensee for cash or
         non-cash consideration to which a fair market value can be assigned for
         purposes of determining Net Sales.

1.5      "New Inventions" means any potential new invention disclosed for
         example through an invention disclosure or a draft manuscript after the
         Effective Date of this Agreement, which Inventors have an obligation to
         assign to Licensor that arises from research by the Inventor(s) which
         is specifically directed to the Subject Technology.

1.6      "Know-how" shall mean all technology, cell lines, biological materials,
         compounds, know-how, methods, documents, materials, formulations,
         materials, data, drawings and sketches, designs, testing and test
         results, regulatory information of a like nature and all Confidential
         Information related to PT523 which was developed as of the Effective
         Date in the laboratories or under the direction of Andre Rosowsky and
         Henry B. Bader, employees of DFCI and Peter Blumbergs and Ming-Teh Lin,
         employees of ASH (hereinafter called "Inventors"), owned by any of the
         Licensor, which the Licensors have the legal right to disclose and
         license to the Licensee.

1.7      "Licensed Process" means any process covered in whole or in part by an
         issued, unexpired claim or a pending claim covered by the Patent Rights
         or which incorporates or uses the Know-how in whole or in part.

1.8      "Licensed Product(s)" shall mean:

                  (A)      any product that is covered in whole or in part by a
                           valid and unexpired claim or pending claim contained
                           in the Patent Rights in the country in which the
                           product is made, used, leased or sold; or

                  (B)      any product that is manufactured or used according to
                           a Licensed Process.

1.9      "Net Sales" means the gross income which is paid by unrelated third
         parties to Licensee or Sublicensees for the sale of Licensed Products
         under this Agreement in bona fide arms-length transactions less the
         following deductions, which may not exceed reasonable and customary
         amounts in the country in which the transaction occurs:

                  (A)      Transportation charges or allowances actually paid or
                           granted;

                  (B)      Trade, quantity, cash or other discounts and brokers'
                           or agents' commissions, if any, actually allowed and
                           taken;

                  (C)      Credits or allowances made or given on account of
                           rejects, returns or retroactive price reductions for
                           any amount not collected that are specifically
                           identifiable to Licensed Products;

                  (D)      Any tax or governmental charge directly on sale or
                           transportation, use or delivery of products paid by a
                           licensed entity and not recovered from the purchaser.

         Net Sales shall include the fair market value of any non-cash
         consideration from sale of Licensed Products received by Licensee, its
         Affiliates or Sublicensees. Licensed Products are considered "sold"
         when billed, invoiced or payment is received, whichever occurs first.


<PAGE>

1.10     "Patent Rights" means (1) United States Patent No. 4,767,761 (DFCI
         #111) entitled "Ornithine Derivatives and their Use as Methotrexate
         Resistant Cell Inhibitors", solely owned by DFCI, which issued on
         August 30, 1988 and any reissues, reexaminations or extensions of the
         patent and (2) United States Provisional Patent Application, Serial No.
         60/376,615, (DFCI #774) entitled "Pharmaceutically Active Ornithine
         Derivatives, Ammonium Salts Thereof and Methods of Making Same" filed
         on April 30, 2002 and applications derived therefrom, including
         continuations, any claim(s) in any continuation-in-part to the extent
         that the claims are directed to subject matter specifically described
         in USSN 60/376,615 and entitled to the priority date of the application
         under 35 U.S.C. ss.120, divisionals, substitutions, and any patents
         issuing thereon; any reissues, reexaminations or extensions of the
         patents; and any foreign counterparts of the patent application. Patent
         application, Serial No. 60/376,615, is jointly owned between DFCI and
         ASH and is the subject of a Patent Management Agreement signed February
         1, 2002. Patent Rights existing on the Effective Date are listed on
         Schedule 1.

1.11     "Parties" shall mean Licensee and Licensor, individually or
         collectively.

1.12     "Sale" or "Sold" means any grant, sale, lease, assignment, transfer,
         conveyance or other disposition of Licensed Products for value by or on
         behalf of Licensee, any Affiliate(s) or Sublicensee(s).

1.13     "Sublicensee" means any natural person or legal entity, which is not an
         Affiliate, to which Licensee grants a sublicense of some or all of the
         rights granted to Licensee under this Agreement.

1.14     "Subject Technology" shall mean Patent Rights and Know-how individually
         or collectively.

1.15     "Territory" means worldwide

         ARTICLE 2 -- GRANT OF LICENSES, RESERVED RIGHTS, SUBLICENSING,
                            GRANT BACKS, AND OPTIONS

2.1      LICENSE GRANTS. Subject to all of the terms and conditions of this
         Agreement and the non-exclusive license granted to the United States
         government, Licensor grants to Licensee an exclusive worldwide license
         in the Field of Use to utilize the Subject Technology, and to make,
         have made, use, lease and/or sell the Licensed Products and to practice
         the Licensed Processes, during the term of this Agreement, unless
         sooner terminated as hereinafter provided.

2.2      To Licensor's knowledge and belief, as of the Effective Date, DFCI has
         exclusive right, title, and interest in and to US Patent No. 4,767,761.
         To Licensor's knowledge and belief, said patent is free and clear of
         all liens, charges, encumbrances and rights of third parties. Licensor
         has received the assignment of each of the Inventors of any of their
         right, title, and interest in and to Patent Application No. 60/376,615
         to Licensors. To the Office of Research and Technology Ventures'
         knowledge and belief and to Ash Stevens, Inc.'s knowledge and belief
         there are no licenses, options, restrictions, liens, disputes, or legal
         proceedings relating to the rights granted to the Licensee under this
         Agreement.

<PAGE>

2.3      Licensor has the authority to issue licenses under Patent Rights.

2.4      To Licensor's knowledge and belief, as of the Effective Date, without
         independent investigation, there is no claim, pending or threatened, of
         infringement, interference or invalidity regarding, any part or all of
         the Patent Rights.

2.5      AFFILIATES. Licensee is entitled to extend its exclusive, worldwide
         licenses under this Article 2 to its Affiliates, subject to Article 2.6
         and consistent with all of the terms and conditions of this Agreement.
         If Licensee does extend its license and an Affiliate assumes
         obligations under the Agreement, Licensee guarantees performance, under
         this Agreement, by the Affiliate. If Licensor has a claim arising under
         this Agreement against an Affiliate, Licensor may seek a remedy
         directly against Licensee and may, but is not is not required to, seek
         a remedy against the Affiliate. Any termination of the Agreement under
         Article 8 as to Licensee also constitutes termination as to any
         Affiliates.

2.6      NO IMPLIED LICENSES. Except for the patents contained in the Patent
         Rights and Improvements, this Agreement confers no license or rights by
         implication, estoppel or otherwise under any other patent applications
         or patents owned in whole or in part by Licensor.

2.7      DFCI'S RESERVED RIGHTS. The licenses granted by Licensor are subject to
         the following reserved rights.

         2.7.1    The rights of the United States of America, as set forth in
                  Public laws 96-517 and 98-620, the regulations promulgated
                  thereunder, and the policy of any funding agencies. Any rights
                  granted hereunder, which are greater than permitted by Public
                  Laws 96-517 and 98-620, are subject to modification as
                  required to conform to the provisions of those statutes;

         2.7.2    DFCI's right to make and use the Subject Technology in the
                  Field of Use solely for its own non-commercial research
                  purposes; and

         2.7.3    DFCI's right to conduct pre-clinical and clinical trials of
                  the Subject Technology, provided that DFCI first obtain the
                  prior written consent of the Licensee.

         2.7.4    DFCI's right to supply Know-how and grant non-exclusive,
                  non-transferable licenses under Subject Technology to other
                  organizations academic, governmental or not-for-profit
                  organizations to make and use Subject Technology for
                  non-commercial research purposes in the Field of Use and not
                  for use in human subjects, clinical trials or for diagnostic
                  purposes involving human subjects. DFCI agrees that during the
                  two year period following the Effective Date, that it will use
                  its reasonable best efforts to provide notice to Licensee of
                  any transfer described in this paragraph 2.7.4 to the extent
                  that DFCI's Office of Research and Technology Ventures has
                  knowledge of such transfer.

<PAGE>

2.8      SUBLICENSES. Licensee has the right to grant sublicenses under this
         Agreement consistent with the terms and conditions of this Agreement.
         Licensee shall be responsible for its Sublicensees and shall not grant
         any rights which are inconsistent with the rights granted to and
         obligations of Licensee hereunder.

         2.8.1    NOTICE. Licensee shall promptly notify Licensor in writing of
                  the identity and address of any Sublicensee with whom it
                  concludes a sublicense agreement, under this Agreement, and
                  shall supply Licensor with a copy of each sublicense agreement
                  at the specified address in Article 11. Such copy shall be
                  postmarked within thirty days of the execution of the
                  sublicense. Licensee shall also forward to Licensor annually a
                  copy of the reports received by Licensee from its Sublicensee
                  during the preceding twelve (12) month period under the
                  sublicenses as shall be pertinent to (1) its operations under
                  the sublicense and (2) a royalty accounting under the
                  sublicense agreement.

         2.8.2    FORM AND CONTENT OF SUBLICENSES. Licensee shall issue any
                  sublicense(s) granted by it under this Agreement in writing
                  and shall attach a copy of this Agreement to all sublicenses.

                  Licensee shall include the equivalent of at least the
                  following provisions in all sublicenses.

                  (A)      Sublicensee shall use its commercially reasonable
                           efforts to bring the subject matter of the sublicense
                           into commercial use as quickly as possible and shall
                           report annually to Licensee on its operations under
                           the sublicense.

                  (B)      Sublicensee shall make payments due to Licensee in
                           relation to Net Sales of Licensed Products in a
                           timely manner, so that Licensee may comply with its
                           obligations to make payments to Licensor as set forth
                           in Articles 3 and 4 of this Agreement.

                  (C)      The terms and conditions of Section 2.7, paragraphs
                           4.2.1 and 4.2.2, Sections 5.2 - 5.5, Sections 6.1 and
                           6.2, Article 7, Sections 8.4.4 and Articles 9, 10 and
                           12 of this Agreement are binding on the Sublicensee.

                  (D)      Sublicensees do not have the right to grant further
                           sublicenses.

                  (E)      No sublicense agreement concluded by Licensee under
                           this Agreement shall contain any provision which
                           would cause it to extend beyond the term of this
                           Agreement.

         2.8.3    LICENSEE'S CONTINUING OBLIGATIONS. Nothing in this Section 2.8
                  may be construed to relieve Licensee of its obligations to
                  Licensor under this Agreement, including but not limited to
                  Licensee's obligations under Article 9.

2.9      LICENSE GRANT BACK. If Licensor receives a bona fide request from a
         third party for a license under the Patent Rights to develop a product
         in a field other than oncology, (the "New Product Opportunity")
         Licensor shall so notify Licensee and request that Licensee enter into
         good faith negotiations with the third party to grant a sublicense to
         the Patent Rights to such third party. If the New Product Opportunity
         is directly competitive with any Licensed Product then sold or under
         development by Licensee or a Sublicensee, or included in Licensee's
         annual strategic Development Plan then in force, Licensee may decline
         the Licensor's request to grant such sublicense. If the New Product
         Opportunity is not competitive with any Licensed Product
         ("Non-competing New Product Opportunity"), Licensee shall either (a)
         provide Licensor, within six months of Licensee receipt of Licensor's
         request, a plan for developing the Non-competing New Product
         Opportunity, such plan to be implemented within six (6) months of its
         submission to Licensor or (b) enter into good faith negotiations with
         the third party to grant a sublicense on commercially reasonable terms
         to allow such third party the ability to commercialize the
         Non-competing New Product Opportunity. If Licensee does not provide
         such plan to develop the Non-competing New Product Opportunity to
         Licensor or a sublicense has not been granted to the third party within
         twelve (12) months of the third party's request, Licensee shall grant
         back rights to Patent Rights to Licensor to sufficiently enable
         Licensor to grant a license to the third party to allow such third
         party to commercialize the Non-competing New Product Opportunity.

<PAGE>

2.10     OPTION TO NEW INVENTIONS.

         2.10.1   During the 18 months following the Effective Date of this
                  Agreement, Licensor shall promptly report, in writing, any New
                  Invention to Licensee. All information given to Licensee by
                  Licensor in accordance with this Section 2.10 will be deemed
                  Confidential Information.

         2.10.2   Licensee shall have 45 days after receipt of report of New
                  Invention to evaluate New Invention and notify Licensor in
                  writing that it desires to license New Invention.

         2.10.3   Upon notification by Licensee of its desire to acquire rights
                  to the New Invention, the Parties shall negotiate in good
                  faith a reasonable license fee and upon receipt of such
                  license fee by Licensor, Licensor will incorporate such New
                  Invention under the Patent Rights through an amendment to this
                  Agreement.

         2.10.4   If the Licensee fails to notify Licensor pursuant to Section
                  2.10.2 or if the Licensee decides not to acquire rights to the
                  New Invention, Licensor shall have no further obligations to
                  Licensee with respect to the New Invention.

           ARTICLE 3 -- CONSIDERATION - AMOUNTS AND TIME FOR PAYMENT

In partial consideration of the rights granted by Licensor to Licensee under
this Agreement, Licensee shall make the following payments to Licensor according
to this Article 3 and Article 4, on behalf of itself, any Affiliate(s) or
Sublicensee(s).

3.1      REIMBURSEMENTS AND OTHER FINANCIAL CONSIDERATION.

         3.1.1    PATENT EXPENSES. Within thirty (30) days after the Effective
                  Date, Licensee shall reimburse Licensor for all out-of-pocket
                  expenses incurred and paid by Licensor as of the Effective
                  Date for filing, prosecuting, maintaining and enforcing Patent
                  Rights. Licensee acknowledges that, as of the Effective Date,
                  the total amount of these patent expenses is Eleven Thousand
                  Fifty Four dollars ($11,054).

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         3.1.2    INITIAL LICENSE FEE. Licensee shall pay to Licensor a
                  non-creditable, non-refundable license issue fee in the sum of
                  One Hundred Thousand Dollars ($100,000.00), which is due and
                  payable to Licensor within thirty (30) days of the Effective
                  Date of the Agreement.

         3.1.3    MILESTONE PAYMENTS. With respect to each Licensed Product,
                  Licensee shall make the following milestone payments to
                  Licensor within 60 days of the occurrence of the following
                  events, whether Licensee, an Affiliate or Sublicensee achieves
                  the events.

<TABLE>
<CAPTION>
------------------------------ ----------------------------------------------------------
        PAYMENT                                          EVENT
        AMOUNT
------------------------------ ----------------------------------------------------------
<S>                            <C>
     $100,000                  upon  the  dosing  of the  first  patient  in a  Phase  I
                               clinical  trial  of  a  Licensed  Product  pursuant  to a
                               Licensee sponsored Investigational New Drug application
------------------------------ ----------------------------------------------------------
     $100,000                  upon  completion  of 50% of the  enrollment  of a Phase I
                               clinical trial of a Licensed Product
------------------------------ ----------------------------------------------------------
     $800,000                  upon initiation of a Phase III clinical trial  (including
                               a Phase II/III)
------------------------------ ----------------------------------------------------------
     $5,000,000                upon approval by FDA of a New Drug Application
------------------------------ ----------------------------------------------------------
</TABLE>

         3.1.4    RUNNING ROYALTIES. During the term of this Agreement as set
                  forth in Section 8.1, Licensee shall pay Licensor a
                  non-refundable semi-annual royalty in an amount equal to three
                  and one half percent (3.5%) of Net Sales by the Licensee, or
                  any Affiliate of the Licensee, of the Licensed Products.

         3.1.5    SUBLICENSING RUNNING ROYALTIES. Licensee shall pay Licensor an
                  amount equivalent to the sum Licensor would otherwise have
                  received in running royalties if Licensed Products were sold
                  directly by Licensee, under Article 3.1.4. Recording and
                  payment of these royalties by Licensee must be made according
                  to the provisions of Article 4.

         3.1.6    SUBLICENSING OR PARTNERING INCOME. The Licensee shall pay to
                  Licensor an amount equal to twenty percent (20%) of fees or
                  other non-royalty consideration received by Licensee from a
                  Sublicensee as a result of the granting of a sublicense by the
                  Licensee after the Effective Date of this Agreement but before
                  the initiation of a Phase II clinical trial including payments
                  of equity (other than in connection with a merger,
                  acquisition, consolidation, reorganization or other transfer
                  of all or substantially all of the Licensee's assets or
                  business), received by Licensee from a Sublicensee in
                  connection with a sublicense agreement. The Licensee shall pay
                  to Licensor an amount equal to fifteen percent (15%) of such
                  sublicense fees or other non-royalty consideration if the
                  granting of such sublicense to the Subject Technology by the

<PAGE>

                  Licensee occurs after the initiation of a Phase II clinical
                  trial. Such fees shall include, but not be limited to:

                  (A)      up front fees received by licensee for the granting
                           of a sublicense;

                  (B)      milestone payments (to the extent that Licensee
                           receives payments for achieving milestones);
                           provided, however, that the Licensor shall not be
                           entitled to any milestone payments made to the
                           Licensee to the extent that the Licensors would be
                           otherwise entitled to a Milestone Payment pursuant to
                           paragraph 3.1.3 above;

                  (C)      sublicense maintenance fees;

                  (D)      any similar payments made by Sublicensees to either
                           Licensee or its Affiliate on account of sublicenses
                           granted under this Agreement.

                  Excluded from these royalty obligations are

                  (1)      payments received by Licensee from Sublicensees in
                           connection with a research and development program;

                  (2)      the sale by the Licensee of debt or equity securities
                           of the Licensee; and

                  (3)      royalties covered by Section 3.1.4 or 3.1.5 above.

                  Licensee shall pay these royalties to Licensor within 45 days
                  of each calendar quarter in which the royalties are received
                  by Licensee or its Affiliate from Sublicensees.

3.2      WAIVER OR DEFERRAL. Waiver or deferral by Licensor of any payment owed
         under any paragraph under Section 3.1 may not be construed as a waiver
         or deferral of any subsequent payment owed by Licensee to Licensor.

3.3      COMBINATION PACKAGES. If a Licensed Product is sold in a combination
         package or kit containing other active products or processes, then Net
         Sales for purposes of determining royalty payments on the combination
         package will be calculated using one of the following methods, but the
         royalties payable to Licensor may not be reduced to less than fifty
         percent (50%) of that provided for in paragraph 3.1.6 of this
         Agreement:

                  (A)      By multiplying the net selling price of the
                           combination by the fraction A/A+B, where A is the
                           gross selling price, during the royalty-paying period
                           in question, of the Licensed Product sold separately,
                           and B is the gross selling price during the royalty
                           period in question, of the other active products sold
                           separately; or

                  (B)      If no separate sales are made of the Licensed Product
                           or any of the active products in such combination
                           package during the royalty-paying period in question,
                           Net Sales for the purposes of determining royalty
                           payments, must be calculated by dividing the net
                           selling price of the combination by the number of
                           functions performed by the combination sold where
                           such combination contains active agents other than
                           those licensed under this Agreement.

<PAGE>

3.4      REDUCED RATE. To the extent Licensee or any Affiliate of Licensee is
         required, by order or judgment of any court to obtain in any
         jurisdiction any license from a third party in order to practice the
         rights purported to be granted to Licensee by Licensor hereunder under
         issued patents in such jurisdiction, then up to fifty percent (50%) of
         the royalties payable under such license in such jurisdiction may be
         deducted from royalties otherwise payable to Licensor hereunder,
         provided that in no event shall the aggregate royalties payable to
         Licensor in any semiannual period in such jurisdiction be reduced by
         more than fifty percent (50%) as a result of any such deduction,
         provided further that any excess deduction remaining as a result of
         such limitation may be carried forward to subsequent periods.

          ARTICLE 4 -- ROYALTY REPORTS, PAYMENTS AND FINANCIAL RECORDS

4.1      ROYALTY REPORTS. Following the First Commercial Sale of a Licensed
         Product, within 45 days after March 31, June 30, September 30 and
         December 31 of each year in which this Agreement is in effect, Licensee
         shall deliver to Licensor full, true and accurate reports of its
         activities and those of its Affiliates or Sublicensee(s), if any,
         relating to this Agreement during the preceding three month period.
         These reports must include at least the following:

                  (A)      Number of Licensed Products manufactured and sold by
                           Licensee, and any Affiliates or Sublicensees, in each
                           country of the Territory;

                  (B)      Total billings for the Licensed Products sold;

                  (C)      Deductions applicable to determining Net Sales;

                  (D)      The nature and amount of Sublicensing or Partnering
                           Income received under Article 3.1.6 and 3.1.6 by
                           Licensee; and

                  (E)      Total royalties due to Licensor.

         With each report, Licensee shall pay to Licensor the royalties due and
         payable. If no royalties are due, Licensee shall so report. If multiple
         Licensed Products are covered by the license granted under this
         Agreement, Licensee shall separately identify each Licensed Product in
         the royalty report and specify which patents/application within the
         Patent Rights are used for each Licensed Product.

4.2      RECORD KEEPING.

         4.2.1    BOOKS AND RECORDS. Licensee shall keep, and shall require its
                  Affiliates and Sublicensees to keep, true books of account
                  containing an accurate record (together with supporting
                  documentation) of all data necessary for determining the
                  amounts payable to Licensor. Licensee shall keep such records
                  at its principal place of business or the principal place of
                  business of the appropriate division of Licensee to which this
                  Agreement relates and shall require its Affiliates and
                  Sublicenses to keep their books and records in the same
                  manner.

<PAGE>

         4.2.2    INSPECTIONS. In order for Licensor to determine the
                  correctness of any report or payment made under this
                  Agreement, upon reasonable notice to the Licensee, Licensee
                  shall make its records available to Licensor for inspection
                  upon reasonable notice to the Licensee, for a period of three
                  (3) years following the end of the calendar year to which they
                  pertain. Licensee shall also require any Affiliates or
                  Sublicensees to make their records available for inspection by
                  Licensor, in the same manner as provided in this paragraph
                  4.2.2.

                  Licensor may inspect the records during regular business hours
                  by a certified public accountant selected by Licensor and
                  reasonably acceptable to the licensed entity whose records are
                  being inspected. In conducting inspections under this
                  paragraph 4.2.2, Licensee agrees that Licensor's accountant
                  may have access to all records which Licensor reasonably
                  believes to be relevant to calculating royalties owed to
                  Licensor under Article 3.

                  Licensor is responsible for the cost of any inspection, unless
                  the examination shows an underreporting or underpayment by any
                  entity in excess of five percent (5%) for any twelve month
                  period, in which case Licensee shall pay the cost of the
                  inspection as well as any additional sum that would have been
                  payable to Licensor had the Licensee reported correctly, plus
                  interest as set forth in Section 4.5.

4.3      FORM OF PAYMENTS AND TAXES. Licensee must make all payments to be made
         to Licensor in Boston, Massachusetts, or at such other place or in such
         other way as Licensor may reasonably designate. Payments must be paid
         by check or wire transfer.

         Licensee shall pay all amounts payable to Licensor under this Agreement
         in United States funds without deduction for taxes, exchange,
         collection or other charges that may be imposed by any country or
         political subdivision with respect to any amounts payable to Licensor
         under this Agreement. Licensee is responsible for paying, or ensuring
         payment of, such taxes, exchange, collection or other charges.

4.4      CURRENCY CONVERSION. If any currency conversion is required in
         connection with any payment owed to Licensor, the conversion will be
         made at the buying rate for the transfer of such other currency as
         quoted by the Wall Street Journal on the last business day of the
         applicable accounting period in the case of any payment payable with
         respect to a specified accounting period or, in the case of any other
         payment, the last business day before the date the payment is due.

4.5      INTEREST. Any payment owed to Licensor under this Agreement that is not
         made when due will accrue interest beginning on the first day following
         the due date specified in Article 3. The interest will be calculated at
         the annual rate of the sum of (a) three percent (3%) plus (b), the
         prime interest rate quoted by Fleet Bank on the date the payment is
         due, the interest being compounded on the last day of each calendar
         quarter. However, the annual rate may not exceed the maximum legal
         interest rate in Massachusetts. The payment of interest as required by
         this Section does not foreclose Licensor from exercising any other
         rights or remedies it has as a consequence of the lateness of any
         payment.

<PAGE>

             ARTICLE 5 -- ARTICLE 5 - OPERATIONS UNDER THE LICENSE

5.1      DUE DILIGENCE

         5.1.1    GENERAL OBLIGATIONS. Licensee shall use commercially
                  reasonable efforts to bring one or more Licensed Products to
                  the marketplace as soon as reasonably practicable, through a
                  diligent and aggressive program of development, production and
                  distribution. Such efforts must not be less than the efforts
                  expended by Licensee in connection with its other high
                  priority projects. After commercialization, Licensee shall
                  continue active and diligent efforts to keep Licensed Products
                  available to the public.

         5.1.2    DEVELOPMENT PLAN. Within ninety (90) days after the Effective
                  Date, Licensee shall provide Licensor with a written
                  development plan that describes Licensee's plan for bringing
                  the Subject Technology to practical application ("Development
                  Plan"). The Development Plan must set forth the particular
                  Licensed Products and practical applications of Licensed
                  Products that Licensee initially intends to develop, cite
                  Licensee's specific goals and objectives for the ensuing year
                  for developing or commercializing the Licensed Intellectual
                  Property. The outline must include actual or projected
                  financial resources or strategic alliances that will be
                  required to meet such objectives together with a timeline for
                  meeting such specific goals and objectives.

         5.1.3    SPECIFIC DILIGENCE BENCHMARKS. Licensee, its Affiliates or its
                  Sublicensees shall diligently pursue the following specific
                  effort and achievement benchmarks ("Specific Diligence
                  Benchmarks") by the dates specified in the following table:

<TABLE>
<CAPTION>
-------------------------------- --------------------------------------------------------------
      SPECIFIC DILIGENCE
          BENCHMARKS                                         DATE
-------------------------------- --------------------------------------------------------------
<S>                                 <C>
   IND Filing                       Within six (6) Months of License Execution
-------------------------------- --------------------------------------------------------------
   Initiation of Phase I            Within three (3) Months of IND Approval
   Clinical Trial
-------------------------------- --------------------------------------------------------------
   Filing of NDA                    Within six (6) Months of Completion of Data Analysis of
                                    Pivotal Trial
-------------------------------- --------------------------------------------------------------
</TABLE>

                  For purposes of this paragraph 5.1.3, Licensor will consider
                  efforts of an Affiliate or Sublicensee as efforts of Licensee.

         5.1.4    ADJUSTMENTS TO SPECIFIC DILIGENCE BENCHMARKS. In the event
                  that, despite the diligent efforts of Licensee, Licensee fails
                  to meet or expects to fail to meet any of the Specific
                  Diligence Benchmarks set forth above in section 5.1.3, and can
                  provide to Licensor reasonable evidence of its diligent
                  efforts as well as a reasonable alternative plan for the
                  meeting of these development benchmarks, upon written request
                  of Licensee, the Parties shall negotiate, in good faith,
                  revised Specific Diligence Benchmarks which shall be
                  incorporated in this Agreement by amendment.

<PAGE>

         5.1.5    DEVELOPMENT AND COMMERCIALIZATION REPORTS. On or before each
                  anniversary of the Effective Date, Licensee shall provide to
                  Licensor a written report describing the efforts by Licensee,
                  or any Affiliates or Sublicensees, to bring one or more
                  Licensed Products to the marketplace. The report must be in
                  sufficient detail to permit Licensor to monitor Licensee's
                  compliance with the due diligence provisions of this
                  Agreement.

                  Licensee shall include at least the following in these
                  reports: (a) a summary of Licensee's progress toward meeting
                  the goals and objectives that had been established for the
                  previous year; (b) a summary of Licensee's goals and
                  objectives for the ensuing year for developing and
                  commercializing a Licensed Product including an identification
                  of any additional Licensed Products that Licensee intends to
                  develop; and (c) if applicable, (i) a summary of those unmet
                  goals and objectives from the previous year, and an
                  explanation for the failure to meet such goals and objectives
                  and (ii) a summary describing the corrective steps the
                  Licensee intends to take with respect to the aforementioned
                  unmet goals and objectives.

         5.1.6    FAILURE TO PERFORM. Licensee's failure to perform with any due
                  diligence requirement provided in Sections 5.1.1, 5.1.2 and
                  5.1.5 or in the event that the parties cannot, in good faith,
                  agree on revised Specific Diligence Benchmarks as provided for
                  in Section 5.1.4, shall be grounds for Licensor to terminate
                  this Agreement according to Section 8.2.3

5.2      U.S. MANUFACTURE. Licensee shall manufacture Licensed Products leased,
         used or sold in the United States substantially in the United States as
         required by 35 U.S.C. 204 and 37 C.F.R. 401 et. seq., as amended.
         Licensee shall also require any Affiliate(s) or Sublicensee(s) to
         comply with this U.S. manufacture requirement.

         If Licensee provides reasonable evidence to Licensor that domestic
         manufacture of a Licensed Product is not commercially feasible, at
         Licensee's request, Licensor will cooperate with Licensee to seek a
         waiver from the United States government with respect to the United
         States manufacture requirement. If a waiver is to be sought, Licensee
         shall provide Licensor with the required information, prepare the
         initial paperwork necessary for applying for or obtaining the waiver
         and bear all costs associated with the waiver process. Licensee
         acknowledges that Licensor can not guarantee that a waiver can or will
         be obtained.

5.3      OTHER GOVERNMENT LAWS. Licensee shall comply with, and ensure that its
         Affiliates and Sublicensees comply with, all government statutes and
         regulations that relate to Licensed Products. These include but are not
         limited to FDA statutes and regulations, the Export Administration Act
         of 1979, as amended, codified in 50 App. U.S.C. 2041 et seq. and the
         regulations promulgated thereunder or other applicable export statutes
         or regulations.

5.4      PATENT MARKING. Licensee shall mark, and shall require its Sublicensees
         and Affiliates to mark, all Licensed Products sold in the United States
         with the word "Patent" and the number or numbers of the issued
         patent(s) applicable to the Licensed Product.

<PAGE>

5.5      PUBLICITY; USE OF NAME. Nothing contained in this Agreement shall be
         construed as granting any right to the Licensee or its Affiliates or
         Sublicensees, if any, to use in advertising, publicity, or other
         promotional activities any name, trade name, trademark, or other
         designation of Licensor or any of its units (including contraction,
         abbreviation or simulation of any of the foregoing) without the prior,
         written consent of Licensor, provided, however, that Licensor
         acknowledge and agree that the Licensee may use the names of Licensor
         and the names of the Inventors in various documents used by the
         Licensee for capital raising and financing without such prior written
         consent or where the use of such names shall be otherwise required by
         law.

      ARTICLE 6 -- PATENT PREPARATION, FILING, PROSECUTION AND MAINTENANCE

6.1      RESPONSIBILITY. The Licensee, is responsible for preparing, filing,
         prosecuting and maintaining the patent applications and patents
         included within the Patent Rights and for paying all associated costs.
         For purposes of this Agreement, patent prosecution includes ex parte
         prosecution, interference proceedings, reissues, reexaminations and
         oppositions. The Licensee shall provide, or cause its agent to provide,
         copies of relevant correspondence between the Licensee and the United
         States Patent Office or the various foreign patent offices and give
         Licensor reasonable opportunity to advise the Licensee or it's counsel
         on such matters. Licensor designates the following individual or
         department for receiving the patent-related correspondence.

         Patent Counsel
         Office of Patent Counsel
         Dana-Farber Cancer Institute
         44 Binney Street
         Boston, MA  02115

         Upon Licensor's request, the Licensee shall be available to consult
         with Licensor on matters relating to preparing, filing, prosecuting or
         maintaining any of the applications or patents within Patent Rights.
         The Licensee, acting reasonably, shall consider the legitimate
         interests of Licensor in performing its responsibility under this
         Section 6.1. Licensee designates the following individual or department
         to receive such requests from Licensor.

         [INSERT INDIVIDUAL OR DEPARTMENT HERE]

6.2      COOPERATION. Licensor shall cooperate with the Licensee in preparing,
         filing, prosecuting and maintaining the patent applications and patents
         within Patent Rights. The Parties shall provide prompt notice to each
         other of any matter that comes to their attention that may affect the
         patentability, validity or enforceability of any patent application or
         patent within Patent Rights.

6.3      RELINQUISHING RIGHTS. . If Licensee elects not to prepare, prosecute,
         and/or maintain any patents or patent applications in any country in
         the world Licensee shall give Licensor ninety (90) days advance written
         notice; relinquish responsibility for prosecution of said application
         or patent; and surrender its license under such patent application or
         patent. However, if Licensee is surrendering any patent or application
         within Patent Rights on which an interference proceeding or opposition
         has been declared or filed, the notice period is one hundred and eighty
         (180) days. Thereafter, Licensee will have no further obligation to pay
         any royalties or other payments under this Agreement with respect to
         any such country including without limitation patent expenses for the
         patents or patent applications that it surrendered, but excluding any
         accrued but unpaid royalties and/or expenses owed to the Licensor as of
         the date of the relinquishment of such rights.

<PAGE>

6.4      PROSECUTION BY LICENSOR. Licensor shall thereafter have the right, but
         not any obligation, to prosecute, obtain issuance of, and/or maintain
         such patent or patent application relinquished by Licensee in such
         country at its own cost, and any such applications and resultant
         patents shall not be subject to this Agreement.

          ARTICLE 7 -- ARTICLE 7 - PATENT INFRINGEMENT AND ENFORCEMENT

7.1      The Licensee and Licensor shall promptly provide written notice, to the
         other party, of any alleged infringement by a third party of the Patent
         Rights and provide such other party with any available evidence of such
         infringement.

7.2      During the term of this Agreement, the Licensee shall have the right,
         but not the obligation, to prosecute and/or defend, at its own expense
         and utilizing counsel of its choice, any infringement of, and/or
         challenge to, the Patent Rights. Before Licensee commences any legal
         proceeding with respect to the infringement, Licensee shall consider in
         good faith the views of Licensor. In furtherance of such right,
         Licensor hereby agrees that the Licensee may join Licensor as a party
         in any such suit if required by law, at Licensee's expense. No
         settlement, consent judgment or other voluntary final disposition of
         any such suit which would adversely affect the rights of Licensor may
         be entered into without the consent of Licensor, which consent shall
         not be unreasonably withheld.

7.3      In the event that a claim or suit is asserted or brought against the
         Licensee alleging that the manufacture or sale of any Licensed Product
         by the Licensee, an Affiliate of the Licensee, or any sublicensee, or
         the use of such Licensed Product by any customer of any of the
         foregoing, infringes proprietary rights of a third party, the Licensee
         shall give written notice thereof to the Licensors. The Licensee may,
         in its sole discretion, modify such Licensed Product to avoid such
         infringement and/or may settle on terms that it deems advisable in its
         sole discretion. Otherwise, the Licensee shall have the right, but not
         the obligation to defend any such claim or suit. Licensee shall NOT
         enter into any settlement, consent judgment or other voluntary final
         disposition of any action under this Section 7.3 that adversely affects
         DFCI without the consent of DFCI, which consent shall not be
         unreasonably withheld, unless, the settlement includes any express or
         implied admission of liability or wrongdoing on DFCI's part, in which
         case DFCI's right to grant or deny consent is absolute and at its sole
         discretion. In the event the Licensee elects not to defend such suit,
         the Licensor shall have the right, but not the obligation to do so at
         its sole expense.

<PAGE>

7.4      Any recovery of damages pursuant to paragraph 7.3 above in any such
         suit, shall be applied first in satisfaction of any unreimbursed
         expenses and legal fees of either party relating to the suit and then
         to Licensor for any royalties credited in accordance with paragraph
         7.5. The balance remaining from any such recovery shall be shared by
         Licensor and the Licensee in accordance with Paragraph 3.1.6 hereof.

7.5      The Licensee may credit up to fifty percent (50%) of any litigation
         costs incurred by the Licensee in any country pursuant to this Article
         7 and up to 50% of all amounts paid in judgment or settlement of
         litigation within this Article 7 scope of against royalties thereafter
         payable to the Licensors hereunder for such country and apply the same
         toward one-half of its actual, reasonable out-of-pocket litigation
         costs. If one-half of such litigation costs in such country exceeds 50%
         of royalties payable to the Licensors in any year in which such costs
         are incurred than the amount of such costs, expenses and amounts paid
         in judgment or settlement, in excess of such 50% of the royalties
         payable shall be carried over and credited against royalty payments in
         future years for such country.

7.6      Action at Request of Licensor. Licensor may request that Licensee to
         take steps to protect the Patent Rights from an apparent infringement.
         Licensee shall notify Licensor, within 90 days of receiving a written
         request from Licensor, of action it intends to take, if any, to compel
         termination of the alleged infringing action or to initiate legal
         proceedings against the alleged infringer.

7.7      Licensor independently has the right to join any legal proceeding
         brought by Licensee under this Section 7and fund up to 50% of the cost
         of the legal proceeding from the date of joining. If Licensor elects to
         join as a party plaintiff pursuant to this paragraph 7.3, Licensor may
         jointly participate in the action with Licensee, but Licensee's counsel
         will be lead counsel.

7.8      If within six (6) months after receiving notice of any alleged
         infringement, the Licensee shall have been unsuccessful in persuading
         the alleged infringer to desist, or shall not have brought and shall
         not be diligently prosecuting an infringement action, or if the
         Licensee shall notify Licensor, at any time prior thereto, of its
         intention not to bring suit against the alleged infringer, then, and in
         those events only, Licensor shall have the right, but not the
         obligation, to prosecute, at its own expense and utilizing counsel of
         its choice, any infringement of the Patent Rights, and Licensor may,
         for such purposes, join the Licensee as a party plaintiff. The total
         cost of any such infringement action commenced solely by Licensor shall
         be borne by Licensor and any amounts paid by third parties shall be
         distributed as described in paragraph 7.4 above.

7.9      SETTLEMENT. Regardless of whether Licensee is joined in any legal
         proceeding initiated by Licensor, no settlement, consent judgment or
         other voluntary final disposition of the legal proceeding may be
         entered into without the consent of Licensor.

7.10     In any suit to enforce and/or defend the Patent Rights pursuant to this
         License Agreement, the party not in control of such suit shall, at the
         request and expense of the controlling party, cooperate in all respects
         and, to the extent possible, have its employees testify when requested
         and make available relevant records, papers, information, samples,
         specimens, and the like.

<PAGE>

                       ARTICLE 8 -- TERM AND TERMINATION

8.1      TERM. Unless terminated earlier under the provisions of this Agreement,
         this Agreement will terminate on the expiration date of the last to
         expire of patents within Patent Rights.

8.2      TERMINATION BY LICENSOR. Licensor has the right to immediately
         terminate this Agreement and all licenses granted hereunder by
         providing Licensee with written notice of termination, upon the
         occurrence of any of the following events:

         8.2.1    Licensee ceases to carry on its business with respect to
                  Licensed Products.

         8.2.2    Licensee fails to pay on schedule any royalty or other payment
                  that has become due and is payable under Articles 3 or 4 of
                  this Agreement and has not cured the default by making the
                  required payment, together with interest due, within 30 days
                  of receiving a written notice of default from Licensor
                  requesting such payment.

         8.2.3    Licensee fails to meet any of the due diligence requirements
                  set forth in Article 5 unless Licensee has cured the default
                  by meeting the obligation within thirty (30) days of receiving
                  written notice of default from Licensor.

         8.2.4    Licensee is convicted of a felony relating to the manufacture,
                  use, sale or importation of Licensed Products.

         8.2.5    Licensee materially breaches any other provision of this
                  Agreement, unless Licensee has cured the breach within 90 days
                  of receiving written notice from Licensor specifying the
                  nature of the breach.

         8.2.6    Licensor shall have the right, at its option, to cancel and
                  terminate this Agreement in the event that Licensee shall (i)
                  become involved in insolvency, dissolution, bankruptcy or
                  receivership proceedings affecting the operation of its
                  business or (ii) make an assignment of all or substantially
                  all of its assets for the benefit of creditors, or in the
                  event that (iii) a receiver or trustee is appointed for
                  Licensee and Licensee shall, after the expiration of thirty
                  (30) days following any of the events enumerated above, have
                  been unable to secure a dismissal, stay or other suspension of
                  such proceedings. In the event of termination of this
                  Agreement, all rights to the Subject Technology shall revert
                  to Licensor.

8.3      TERMINATION BY LICENSEE. Licensee has the right to terminate this
         Agreement without cause by giving Licensor ninety (90) days prior
         written notice.

<PAGE>

8.4      EFFECT OF TERMINATION.

         8.4.1    NO RELEASE. Upon termination of this Agreement for any reason,
                  nothing in this Agreement may be construed to release either
                  Party from any obligation that matured prior to the effective
                  date of the termination.

         8.4.2    SURVIVAL. The provisions of Section 3.1.1 (patent expenses)
                  Article 4 (Royalty Reports, Payments and Financial Records),
                  Section 5.5 (Use of Names; Publicity), paragraph 8.4.3
                  (Inventory), Sections 9 (Indemnification, Defense and
                  Insurance), Article 10 (Warranty Disclaimers) and Article 12
                  (Dispute Resolution) survive termination of this Agreement.

         8.4.3    INVENTORY. Licensee, any Affiliate(s) and any Sublicensees
                  whose sublicenses are not converted as provided in paragraph
                  8.4.4, may, after the effective date of termination, sell all
                  Licensed Products that are in inventory as of the date of
                  written notice of termination, and complete and sell Licensed
                  Products which the licensed entity(ies) can clearly
                  demonstrate were in the process of manufacture as of the date
                  of written notice of termination, provided that Licensee shall
                  pay to Licensor the royalties thereon as required by Article 3
                  and shall submit the reports required by Article 4 on the
                  sales of Licensed Products.

         8.4.4    SUBLICENSES. Any sublicenses will terminate contemporaneously
                  with this Agreement. However, any Sublicensee not in default
                  under its sublicense may request conversion of the sublicense
                  to a license directly between DFCI and Sublicensee. DFCI shall
                  not unreasonably withhold its acceptance of such conversion,
                  however, as a condition of DFCI's acceptance, the Sublicensee
                  must first agree to be bound by all of the provisions of this
                  Agreement.

         8.4.5    INFORMATION. Upon termination of the Agreement under the
                  provisions of Section 8.2, Licensee agrees to provide Licensor
                  with a copy of all data, including such data generated during
                  a clinical trial, produced during the term of this Agreement,
                  and to grant to Licensor the exclusive license to use such
                  data in exchange for a continuing royalty equal to one percent
                  (1%) of Net Sales or other royalty and non-royalty
                  compensation received by Licensor of any Licensed Product that
                  is subsequently sold by Licensor if such termination occurs
                  after the completion of a Phase I clinical trial or two
                  percent (2%) of Net Sales or other royalty and non-royalty
                  compensation received by Licensor of any Licensed Product that
                  is subsequently sold by Licensor if such termination occurs
                  after the initiation of a Phase II clinical trial. Uses may
                  include, but are not limited to, regulatory filings, patent
                  filings and publications.

              ARTICLE 9 -- INDEMNIFICATION, DEFENSE AND INSURANCE

INDEMNIFICATION AND DEFENSE.

9.1      Licensee shall indemnify, defend and hold harmless Licensor and its
         trustees officers, medical and professional staff, employees, and
         agents and their respective successors, heirs and assigns (the
         "Indemnitees"), against any liability, damage, loss or expense
         (including reasonable attorneys' fees and expenses of litigation)
         incurred by or imposed upon the Indemnitees, or any one of them, in
         connection with any claims, suits, actions, demands or judgments (a)
         arising out of the design, production, manufacture, sale, use in
         commerce, lease, or promotion by Licensee or by a Sublicensee,
         Affiliate or agent of Licensee, or any product, process or service
         relating to, or developed pursuant to, this Agreement or (b) arising
         out of any other activities to be carried out pursuant to this
         Agreement.

<PAGE>

9.2      Licensee's indemnification under Section 9.1(a) applies to any
         liability, damage, loss or expense whether or not it is attributable to
         the negligent activities of the Indemnitees. Licensee's indemnification
         under 9.1(b) does not apply to any liability, damage, loss or expense
         to the extent that it is attributable to (a) the negligent activities
         of the Indemnitees, or (b) the intentional wrongdoing or intentional
         misconduct of the Indemnitees.

9.3      If any such action is commenced or claim made or threatened against
         Licensor or other Indemnitees as to which Licensee is obligated to
         indemnify it (them) or hold it (them) harmless, Licensor or the other
         Indemnitees shall promptly notify Licensee of such event. Licensee
         shall assume the defense of, and may settle, that part of any such
         claim or action commenced or made against Licensor (or other
         Indemnitees) which relates to Licensee's indemnification and Licensee
         may take such other steps as may be necessary to protect it. Should it
         become necessary as a result of a conflict of interests for the
         Licensor to obtain separate counsel to represent Licensor in any such
         action, then Licensee, at its sole cost, shall provide counsel
         reasonably acceptable to the Licensor. In all cases, choice of counsel
         shall be reasonably acceptable to Licensor. Licensee will not be liable
         to Licensor or other Indemnitees on account of any settlement of any
         such claim or litigation affected without Licensee's consent. The right
         of Licensee to assume the defense of any action is limited to that part
         of the action commenced against Licensor and/or Indemnitees that
         relates to Licensee's obligation of indemnification and holding
         harmless.

9.4      Licensee shall require any Affiliates or Sublicensee(s) to indemnify,
         hold harmless and defend Licensor under the same terms set forth in
         Sections 9.1 - 9.3.

INSURANCE.

9.5      At such time as any product, process or service relating to, or
         developed pursuant to, this Agreement is being commercially distributed
         or sold (other than for the purpose of obtaining regulatory approvals)
         by Licensee or by a Sublicensee, Affiliate or agent of Licensee,
         Licensee shall, at its sole cost and expense, procure and maintain
         policies of commercial general liability insurance in amounts not less
         than $2,000,000 per incident and $2,000,000 annual aggregate and naming
         the Indemnitees as additional insureds. Such commercial general
         liability insurance must provide (a) product liability coverage and (b)
         contractual liability coverage for Licensee's indemnification under
         Sections 9.1 through 9.3 of this Agreement. If Licensee elects to
         self-insure all or part of the limits described above (including
         deductibles or retentions which are in excess of $250,000 annual
         aggregate), such self-insurance program must be acceptable to the
         Licensor and the Licensor's associated Risk Management Foundation. The
         minimum amounts of insurance coverage required under these provisions
         may not be construed to create a limit of Licensee's liability with
         respect to its indemnification obligation under Sections 9.1 through
         9.3 of this Agreement.

<PAGE>

9.6      Licensee shall provide Licensor with written evidence of such insurance
         upon request of Licensor. Licensee shall provide Licensor with written
         notice at least fifteen (15) days prior to the cancellation,
         non-renewal or material change in such insurance; if Licensee does not
         obtain replacement insurance providing comparable coverage within such
         fifteen (15) day period, Licensor has the right to terminate this
         Agreement effective at the end of such fifteen (15) day period without
         any notice or additional waiting periods.

9.7      Licensee shall maintain such comprehensive general liability insurance
         beyond the expiration or termination of this Agreement during (a) the
         period that any product, process, or service, relating to, or developed
         pursuant to, this Agreement is being commercially distributed or sold
         (other than for the purpose of obtaining regulatory approvals) by
         Licensee or by a Sublicensee, Affiliate or agent of Licensee and (b) a
         reasonable period after the period referred to in 9.7(a) above which in
         no event shall be less than fifteen (15) years.

9.8      Licensee shall require any Affiliates or Sublicensee(s) to maintain
         insurance in favor of Licensor and the Indemnitees under the same terms
         set forth in Sections 9.5 - 9.7.

                     ARTICLE 10 -- DISCLAIMER OF WARRANTIES

10.1     LICENSOR MAKES NO WARRANTY, EXPRESS OR IMPLIED, INCLUDING, WITHOUT
         LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR OF FITNESS FOR
         A PARTICULAR PURPOSE WITH RESPECT TO ANY PATENT, TRADEMARK, SOFTWARE,
         NON-PUBLIC OR OTHER INFORMATION, OR TANGIBLE RESEARCH PROPERTY,
         LICENSED OR OTHERWISE PROVIDED TO LICENSEE HEREUNDER AND HEREBY
         DISCLAIMS THE SAME.

10.2     LICENSOR DOES NOT WARRANT THE VALIDITY OF THE PATENT RIGHTS LICENSED
         HEREUNDER AND MAKES NO REPRESENTATION WHATSOEVER WITH REGARD TO THE
         SCOPE OF THE LICENSED PATENT RIGHTS OR THAT SUCH PATENT RIGHTS MAY BE
         EXPLOITED BY LICENSEE, AFFILIATE OR SUBLICENSEE WITHOUT INFRINGING
         OTHER PATENTS.

10.3     THE LIABILITY OF LICENSOR THEIR AGENTS, OR THEIR EMPLOYEES, WITH
         RESPECT TO ANY AND ALL SUITS, ACTIONS, LEGAL PROCEEDINGS, CLAIMS,
         DEMANDS, DAMAGES, COSTS AND EXPENSE ARISING OUT OF THE PERFORMANCE OR
         NON PERFORMANCE OF ANY OBLIGATION UNDER THIS AGREEMENT WHETHER BASED ON
         CONTRACT, WARRANTY, TORT (INCLUDING WITHOUT LIMITATION NEGLIGENCE),
         STRICT LIABILITY, STATUTORY OR OTHERWISE SHALL BE LIMITED TO DIRECT,
         ACTUAL DAMAGES INCURRED AS A RESULT OF LICENSOR'S FAILURE TO PERFORM
         ITS OBLIGATIONS AS REQUIRED BY THIS AGREEMENT AND SHALL NOT EXCEED IN
         THE AGGREGATE A SUM EQUAL TO THE TOTAL AMOUNTS PAYABLE TO LICENSOR
         UNDER THIS AGREEMENT.

<PAGE>

                             ARTICLE 11 -- NOTICES

11.1     NOTICES TO LICENSOR. Unless otherwise specified in this Agreement,
         reports, notices and other communications from Licensee to Licensor as
         provided hereunder must be sent to:

         Sr. Vice President for Research
         Dana-Farber Cancer Institute
         44 Binney Street
         Boston, MA 02115

A copy of the notice must also be sent to:

         Vice President,
         Office of Research & Venture Technology
         Dana-Farber Cancer Institute
         44 Binney Street
         Boston, MA 02115

or other individuals or addresses as Licensor subsequently furnish by written
notice to Licensee.

11.2     NOTICES TO LICENSEE. Unless otherwise specified in this Agreement,
         reports, notices and other communications from Licensor to Licensee as
         provided hereunder must be sent to:







or other individuals or addresses as Licensee may subsequently furnish by
written notice to Licensor.

                        ARTICLE 12 -- DISPUTE RESOLUTION

12.1     NEGOTIATION BETWEEN THE PARTIES. The parties shall first attempt to
         resolve any controversy that arises from this Agreement, or claim for
         breach of the Agreement, by good faith negotiations, first between
         their respective business development representatives and then, if
         necessary, between senior representatives for the parties, such as the
         Sr. Vice President for Research or President of Licensor and the
         President of Licensee.

<PAGE>

12.2     Any dispute arising from or relating to this Agreement shall be
         determined before a tribunal of three arbitrators in Boston,
         Massachusetts in accordance with the rules of the American Arbitration
         Association. One arbitrator shall be selected by the Licensors, one
         arbitrator shall be selected by the Licensee and the third arbitrator
         shall be selected by mutual agreement of the first two arbitrators.

12.3     Any claim, dispute, or controversy concerning the validity,
         enforceability, or infringement of any patent contained in the Patent
         Rights licensed hereunder shall be resolved in any court having
         jurisdiction thereof.

12.4     In the event that, in any arbitration proceeding, any issue shall arise
         concerning the validity, enforceability, or infringement of any patent
         contained in the Patent Rights licensed hereunder, the arbitrators
         shall, to the extent possible, resolve all issues other than validity,
         enforceability, and infringement; in any event, the arbitrators shall
         not delay the arbitration proceeding for the purpose of obtaining or
         permitting either party to obtain judicial resolution of such issues,
         unless an order staying the arbitration proceeding shall be entered by
         a court of competent jurisdiction. Neither party shall raise any issue
         concerning the validity, enforceability, or infringement of any patent
         contained in the Patent Rights licensed hereunder, in any proceeding to
         enforce any arbitration award hereunder, or in any proceeding otherwise
         arising out of any such arbitration award.

12.5     The costs of such arbitration shall be borne proportionate to the
         finding of fault as determined by the Arbitrator. Judgment on the
         arbitration award may be entered by any court of competent
         jurisdiction.

                         ARTICLE 13 -- CONFIDENTIALITY

13.1     Except as otherwise provided in Paragraph 13.2 below, during the Term
         of this Agreement and for a period of five (5) years from the Effective
         Date of this Agreement, Licensee agrees to use reasonable efforts not
         to disclose to third parties any Confidential Information of Licensor.
         Licensee shall restrict the dissemination of Licensor's Confidential
         Information to employees, agents, or collaborators involved with the
         research based on the need to know for the performance of research.

13.2     Information received from Licensor hereto shall not be deemed
         Confidential Information, and Licensee will have no obligation with
         respect to such information:

         13.2.1   which, as of the effective date of this Agreement, is part of
                  the public domain;

         13.2.2   which subsequently becomes part of the public domain through
                  no fault of the Licensee;

         13.2.3   which the Licensee can show was in its possession, as
                  evidenced by written records kept in the ordinary course of
                  business or by the proof of actual use at the time of
                  executing this Agreement, and which information had not been
                  wrongfully acquired, directly or indirectly, from the
                  Licensor;

<PAGE>

         13.2.4   which is subsequently disclosed to the Licensee by a third
                  party not in violation of any right of, or obligation to, the
                  Licensor hereto; or

         13.2.5   is required to be disclosed by operation of law, provided that
                  the Licensor has received advanced notice of the proposed
                  disclosure by the Licensee;

         13.2.6   Except by the Licensor's express written approval that
                  Confidential Information can be released from obligations of
                  confidentiality

                      ARTICLE 14 -- INDEPENDENT CONTRACTOR

For the purpose of this Agreement and all services to be provided hereunder,
both parties are and will be deemed to be, independent contractors and not
agents or employees of the other. Neither party has authority to make any
statements, representations or commitments of any kind, or to take any action,
that will be binding on the other party.

                           ARTICLE 15 -- SEVERABILITY

If any one or more of the provisions of this Agreement is held to be invalid,
illegal or unenforceable, the validity, legality or enforceability of the
remaining provisions of this Agreement will not in any way be affected or
impaired thereby.

                            ARTICLE 16 -- ASSIGNMENT

This Agreement and the rights and duties appertaining hereto may not be assigned
by either party without first obtaining the written consent of the other which
consent shall not be unreasonably withheld. Any such purported assignment,
without the written consent of the other party, shall be null and of no effect.
Notwithstanding the foregoing, the Licensee may assign this Agreement (i) to a
purchaser, merging or consolidating corporation, or acquirer of substantially
all of the Licensee's assets or business and/or pursuant to any reorganization
qualifying under section 368 of the Internal Revenue Code of 1986 as amended, as
may be in effect at such time, or (ii) to an Affiliate of the Licensee.

                         ARTICLE 17 -- ENTIRE AGREEMENT

This instrument contains the entire Agreement between the parties. No verbal
agreement, conversation or representation between any officers, agents, or
employees of the parties either before or after the execution of this Agreement
may affect or modify any of the terms or obligations herein contained.

<PAGE>

                     ARTICLE 18 -- MODIFICATIONS IN WRITING

No change, modification, extension, or waiver of this Agreement, or any of the
provisions herein contained is valid unless made in writing and signed by a duly
authorized representative of each party.

                          ARTICLE 19 -- GOVERNING LAW

The validity and interpretation of this Agreement and the legal relations of the
parties to it are governed by the laws of the State of Massachusetts without
regard to any choice of law principal that would dictate the application of the
law of another jurisdiction.

                             ARTICLE 20 -- CAPTIONS

The captions are provided for convenience and are not to be used in construing
this Agreement.

                           ARTICLE 21 -- CONSTRUCTION

The parties agree that they have participated equally in the formation of this
Agreement and that the language herein should not be presumptively construed
against either of them.

<PAGE>

         IN WITNESS WHEREOF, the parties hereto have caused this agreement to be
executed in quadruplicate by their duly authorized representatives as of the
date first above written.


DANA-FARBER CANCER INSTITUTE, INC.           HUDSON HEALTH SCIENCES, INC.

By:      /s/ Anthony A. Del Campo            By:      /s/ Michael Weiser
         -----------------------------                --------------------------

Title:   Vice President                      Title:   President
         -----------------------------                --------------------------

Date:    December 19, 2002                   Date:    December 19, 2002
         -----------------------------                --------------------------


ASH STEVENS, INC.

By:       /s/  [signature illegible]
          ----------------------------

Title:   President and CEO
         ----------------------------

Date:    December 16, 2002
         ----------------------------

<PAGE>

                                   SCHEDULE 1

                                  Patent Rights

1.       United States Patent No. 4,767,761 (DFCI #111) entitled "Ornithine
         Derivatives and their Use as Methotrexate Resistant Cell Inhibitors.

2.       United States Provisional Patent Application, Serial No. 60/376,615,
         (DFCI #774) entitled "Pharmaceutically Active Ornithine Derivatives,
         Ammonium Salts Thereof and Methods of Making Same" filed April 30,
         2002.