**Exhibit 10.36**

**COMPREHENSIVE RELEASE AGREEMENT**

This agreement (this "**Agreement**") is entered into by and among Procept,Inc. (formerly Pacific Pharmaceuticals, Inc.) ("**Procept**"), AOI Pharmaceuticals, Inc. (a subsidiary of AccessOncology, Inc.) ("**AOIP**"), and the United States Public Health Services ("**PHS**"), and both thePenn State Research Foundation ("**Foundation**"), the University of Chicago ("**UC**")(**Procept**, **AOIP** and **PHS**, **Foundation** and **UC** collectively, the"**Parties**").

               **WHEREAS**, the **Foundation**, **UC** and **PHS** are owners of certain patent rights associated with06-Benzylguanine and/or its derivatives;

               **WHEREAS**, **UC** under an agreement with its affiliated corporation, ARCH Development Corporation has the right to licensethe Licensed Patents and other intellectual property owned by ARCH;

               **WHEREAS, Foundation** executed the following Interinstitutional Agreements (IIA) with **PHS**: L-094-91/0, executed May 20,1997 (attached as Exhibit A); and with **UC** executed (May 16, 1997) (attached as Exhibit B) whereby **UC** and the**Foundation** received full power and authority to enter into a license agreement with **Procept** on or about February 6,1998 (such license agreement, the "**License Agreement**" attached as Exhibit C), pursuant to which **Procept** received an exclusive worldwide license tocertain **Patent Rights** (as defused therein);

               **WHEREAS**, **Procept** has sub-licensed certain of its interests, rights and obligations under the **License Agreement**to **AOIP** pursuant to a sublicense agreement entered into by and between **Procept** and **AOIP** on or about October13, 2000 (such sublicense agreement, the "**Sublicense Agreement**" attached as Appendix D);

               **WHEREAS**, **UC**, **Foundation** and the **PHS** have agreed to enter into the following InterinstitutionalAgreements ("**Interinstitutional Agreements**"): L-086-02/0, executed January 30, 2002; and L-067-02/0, executedJanuary 29, 2002, copies of which are attached hereto as Exhibits E and F and pursuant to which PHS has exclusive licensing rightsassociated with the **Patent Rights**;

               **WHEREAS**, **Procept** and **PHS** have executed a revised license agreement dated February 28, 2002, L-068-02/0("**Revised License Agreement**"), to which this Release agreement ("**Comprehensive ReleaseAgreement**") is attached as Appendix J, and replaces the existing Release Agreement, now attached to **Revised LicenseAgreement** as Appendix I. Said **Revised License Agreement** (L-OG8-02/0, executed February 28, 2002), its Amendment(L-068-02/l, "**Amendment**"), and the **Comprehensive Release Agreement** shall supercede and terminate theterms and conditions of the **License Agreement**;

               **WHEREAS**, the **Parties** acknowledge that they will each derive substantial benefit from the **Revised LicenseAgreement**, the **Sublicense Agreement** and **AOIP**’s development efforts thereunder;

               **NOW**, **THEREFORE**, in consideration of the foregoing premises and the mutual covenants herein contained, and for othergood and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree asfollows:

               1.             **PHS**, the **Foundation** and **UC** herebyirrevocably and absolutely release and forever discharge both **Procept** and **AOIP**, as well as their affiliates, andtheir respective successors, predecessors, assigns, beneficiaries, executors, trustees, administrators, subrogees, agents,representatives, employees, officers, directors, shareholders, partners, parent corporations, subsidiaries and affiliates(collectively, "**Released Parties**"), of and from any and all claims, demands, obligations, debts, actions, andcauses of action of every nature, character, and description, known or unknown, pursuant to, arising out of, or related to the**License Agreement**, which **PHS** now owns or holds, or has at any time heretofore owned or held, or may at any time ownor hold against the **Released Parties**, arising prior to and including the date of this Agreement.

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               2.             In the event the **Revised License Agreement** isterminated owing to a breach by **Procept** (as determined by a court of competent jurisdiction or specific reference in asettlement of litigation) and **AOIP** is in good standing under the **Sublicense Agreement, PHS,** or **Foundation andUC** (in the event that the Interinstitutional **Agreements** have also been terminated,) will grant a license directly to**AOIP** on substantially similar terms and conditions as those contained in the **Revised License Agreement** and its**Amendment** (such newly granted license, the "**New AOIP License**"). It is understood and agreed that unlessand until such **New AOIP License** is executed, **AOIP** shall maintain its exclusive Sublicense to the **Patent Rights**(as defined in Appendix A of **Revised License Agreement**, L-068-02/0) far up to ninety (90) days in accordance with the**Sublicense Agreement**, and thereafter in accordance with the material terms and conditions of the **Revised LicenseAgreement**. It is further understood and agreed that the **Sublicense Agreement** shall terminate upon execution of the**New AOIP License**. It is further understood and agreed to by **PHS, Foundation, UC,** and **AOIP** that the royaltyconsideration to be paid to **PHS,** or to **Foundation** and **UC** in the event the **Interinstitutional Agreements**have also been terminated, under the terns and conditions of the **New AOIP License** shall be the same as those terms containedin Appendix C of the **Revised License Agreement**.

               3.             In the event the **Interinstitutional Agreements**between **PHS** and the **Foundation** and **PHS** and **UC** are determined by a court of competent jurisdiction to bebreached by **PHS** and as a result, are terminated, and **Procept** is in good standing under the **Revised LicenseAgreement**, the **Amendment**, and the **Comprehensive Release Agreement**, the **Foundation** will grant a licensedirectly to **Procept** on the same terms and conditions as those contained in the **Revised License Agreement** and its**Amendment** (such newly granted license, the "**New Procept License**").  It is understood and agreed thatin that event, unless and until such **New Procept License** is executed, **Procept** shall maintain its exclusive license tothe **Patent Rights** in accordance with the **Revised License Agreement**. Regardless of whether the **New ProceptLicense** is executed, the **Sublicense Agreement**, and its Amendment, shall remain in full force and effect.

               4.             The construction, validity, performance, and effect ofthis **Agreement** shall be governed by Federal law as applied by the Federal courts in the District of Columbia.

               5.             This Agreement may be signed in one or morecounterparts, each of which is to be considered an original, and taken together as one and the same document.

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                **IN WITNESS WHEREOF,** the **Parties** acknowledge by the signatures below of their authorizedrepresentatives that they have read this **Comprehensive Release Agreement** and understand and agree to be bound by its termsand conditions.

 

For **PHS**:

/s/ JackSpiegel                                                                                                                   5/13/2002              Jack Spiegel,Ph.D.                                                                                                                        DateDirector, Division of Technology Development and TransferOffice of Technology TransferNational Institutes of Health

Mailing Address for Notices:

Office of Technology TransferNational Institutes of Health6011 Executive Boulevard, Suite 325Rockville, Maryland 20852-3804 U.S.A.

PROCEPT,INC.                                                                           AOI PHARMACEUTICALS, ING.

369 LexingtonAvenue                                                               An Access Oncology Company10thFloor                                                                                     750 Lexington AvenueNew York, NY10017                                                                   26th Floor

                                                                                                       New York, NY 10022

 

By: /s/ Salvatore A. Bocci                                                            By: /s/ I. Craig Henderson                                

Name:  Salvatore A. Bocci                                                          Name:   I. Craig Henderson                                

Title:  President and CEO                                                            Title:   President and CEO                                  

Date:  5/17/04                                                                                Date:   5/26/02                                                       

THE PENN STATE RESEARCH FOUNDATION UNIVERSITY OF CHICAGO

 

113 Technology Center                                                              5640  South Ellis Avenue  University Park, PA 16802                                                          Suite 405, Chicago Illinois 60637

 

By: /s/ David E. Branigan                                                             By: /s/ Authorized Signatory                           

Name:  David E. Branigan                                                            Name:                                                                     

Title:  Treasurer                                                                             Title:                                                                       

Date:  May 24, 2002                                                                       Date:    5/29/02