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                                                                    EXHIBIT 10.1

AGREEMENT, dated May 27, 2004 (the "Effective Date"), between THE TRUSTEES OF
COLUMBIA UNIVERSITY IN THE CITY OF NEW YORK, a New York corporation
("Columbia"), and, SENTIGEN BIOSCIENCES Inc. a Delaware corporation ("Company").

1. Acknowledgements.

      a.    Each party acknowledges that the Patents were jointly developed by
            employees of Company and employees of Columbia.

      b.    Columbia represents that its employees have an obligation to assign
            their rights to Columbia.

      c.    Company represents that its employees have an obligation to assign
            their rights to Company.

      d.    Each party acknowledges that the Patents are jointly owned by the
            parties and that each party has an independent right to exploit the
            Patent and an independent right to sublicense their rights.

2. Definitions.

      a.    "Affiliate" shall mean any corporation or other business entity
            that, as of the Effective Date, directly or indirectly controls, is
            controlled by, or is under common control with the Company. Control
            means ownership or other beneficial interest in more than 50% of the
            voting stock or other voting interest of a corporation or other
            business entity.

      b.    "Field" shall mean all fields of use.

      c.    "Net Sales" shall mean the total of all fees and other consideration
            received by Company and any Affiliate for the use, sale, rental, or
            lease of Products, less returns and customary trade discounts and
            rebates actually given, outbound freight, value added, sales or use
            taxes, and custom duties. No other costs incurred in the
            manufacturing, selling, advertising, and distribution of the
            Products shall be deducted. In the case of transfers of Products to
            an Affiliate by Company for sale, rental, or lease of such Products
            to third parties by such Affiliate, Net Sales shall be based upon
            the greater of the total fees and other consideration charged by the
            Affiliate to third parties or the total fees and consideration
            charged by Company to the Affiliate.

      d.    "Patent" or "Patents" shall mean the United States and foreign
            patents and/or patent applications listed in Exhibit A hereto; any
            and all patents issuing from the patent applications listed in
            Exhibit A and from any divisionals, continuations and
            continuations-in-part of such patent applications, and any reissues,
            re-examinations, renewals, substitutions, extensions, confirmations
            and registrations of such patents.



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      e.    "Product" or "Products" shall mean any product (or component
            thereof) the making, use, sale, offer for sale, importation of
            which, but for the license granted herein, would constitute an
            infringement (whether direct, contributory or inducing) of any Valid
            Claim of a Patent. Product or Products shall include any therapeutic
            products discovered or developed, in whole or in part, through use
            of any Patents.

      f.    "Sublicensee" shall mean any third party to whom the Company has
            granted a sublicense pursuant to this Agreement.

      g.    "Sublicense Receipts" shall mean the total of all fees and other
            consideration received, following United States FDA approval of a
            Product issued to any applicant, by Company and any Affiliate from a
            Sublicensee for the sublicense of such approved FDA Product; except
            Sublicense Receipts shall not include:

                  (i)   fair market value payments for bona fide research and
                        development, or

                  (ii)  fair market value payments for bona fide goods and
                        services provided by Company to Sublicensee, or

                  (iii) Fair Market Value (as such term is defined in Exhibit B)
                        of Sublicensee's purchase of equity in Company, but
                        Sublicense Receipts does include any premium over Fair
                        Market Value paid for equity in the Company or

                  (iv)  Sublicensee's debt investment in Company.

      h.    "Territory" shall mean worldwide.

      i.    "License Year" shall mean the one year period from the Effective
            Date of this Agreement or an anniversary thereof to the next
            anniversary of the Effective Date.

      j.    "Valid Claim" means an unexpired claim of a patent application or
            issued patent of the Patents which has not been held unenforceable,
            unpatentable or invalid by a decision of a court or other
            governmental agency of competent jurisdiction, unappealed within the
            time allowed for appeal or unappealable, and which claim has not
            been cancelled, disclaimed or admitted to be invalid or
            unenforceable through amendment or cancellation in prosecution,
            reissue, reexamination, disclaimer or otherwise.

3. License Grant.

      a.    Columbia grants to the Company and its Affiliates, upon and subject
            to all the terms and conditions of this Agreement, an exclusive
            license under its rights in the Patents to discover, develop,
            manufacture, have made, use, sell, have sold, offer to sell, import,
            distribute, rent or lease Products in the Field throughout the
            Territory.

      b.    Columbia grants to the Company and its Affiliates, upon and subject
            to all the terms and conditions of this Agreement, the right to
            grant sublicenses to third parties to Columbia's rights. Each such
            sublicense shall be royalty-bearing. Company will notify Columbia of
            any grant of a sublicense and provide to Columbia, upon request, a
            copy of any sublicense agreement. No such sublicense shall relieve
            the Company of its obligations to Columbia in this Agreement. In
            addition, each Affiliate of Company shall abide by all the terms and
            provisions of this Agreement and the Company remains fully liable
            for the performance of its Affiliates' obligations hereunder.

      c.    All rights not specifically granted herein are reserved to Columbia.
            Except as expressly provided under this Section 3, no right or
            license is granted (expressly or by implication) by Columbia to
            Company or its Affiliates or Sublicensees under any tangible or
            intellectual property, materials, patent, patent application,
            trademark, copyright, trade secret, know-how, technical information,
            data or other proprietary right.



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4. Reservation of Rights for Research Purposes; Freedom of Publication.

      a.    Columbia reserves for itself and Howard Hughes Medical Institute
            ("HHMI") the right to use the Patents for noncommercial research
            purposes in the Field.

      b.    The Company acknowledges that Columbia is dedicated to free
            scholarly exchange and to public dissemination of the results of its
            scholarly activities. Columbia, HHMI and their faculty and employees
            shall have the right to publish, disseminate or otherwise disclose
            the Patents; provided, however, Columbia, HHMI and their faculty and
            employees shall provide any such proposed publication to Company 120
            days before it is published and Company shall have the right to file
            for patent protection pursuant to Section 11 on the material before
            such publication and to require that all of Company's confidential
            and proprietary information be removed from such proposed
            publication before it is published.

5. Royalties and Payment.

      a.    In consideration of the licenses granted under Section 3a of this
            Agreement, following United States FDA approval of a Product issued
            to any applicant, the Company shall pay to Columbia a royalty of 5%
            on Net Sales of such FDA approved Product by the Company and its
            Affiliates in the Territory.

      b.    In consideration of Company's right to sublicense third parties
            granted under Section 3b of this Agreement, following United States
            FDA approval of a Product issued to any applicant, Company shall pay
            to Columbia 5% on Sublicense Receipts in the Territory.

      c.    Subject to Section 2g, without the prior written consent of
            Columbia, Company, its Affiliates and Sublicensees shall not solicit
            or accept any consideration for the sale of any Product other than
            as will be accurately reflected in Net Sales.

6. Reports and Payments.

      a.    Sixty (60) days after the first business day of each calendar
            quarter of each License Year of this Agreement, the Company shall
            submit to Columbia a written report with respect to the preceding
            calendar quarter (the "Payment Report") stating:

                  (i)   Net Sales by the Company and any Affiliate during such
                        quarter with detailed information including product
                        names, country where manufactured, country where sold,
                        average selling price, units sold, discounts given,
                        foreign withholding tax rates, exchange rates used,
                        other deductions taken, etc. to derive gross sales;

                  (ii)  In the case of transfers or distributions of Products by
                        the Company to an Affiliate for sale, rental, lease,
                        transfer or other distribution of such Products by the
                        Affiliate to third parties, Net Sales by the Company to
                        the Affiliate and Net Sales by the Affiliate to third
                        parties during such quarter;

                  (iii) Sublicense Receipts received during such quarter
                        together with the respective payment reports received by
                        Company or its Affiliates from any Sublicensees; and

                  (iv)  A calculation under Section 5 of the amounts due to
                        Columbia, making reference to the applicable subsection
                        thereof.

      b.    Simultaneously with the submission of each Payment Report, the
            Company shall make payments to Columbia of the amounts due for the
            calendar quarter covered by the Payment Report. Payment shall be by
            check payable to The Trustees of Columbia University in the City of
            New York and sent to the following address:




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                                    Science and Technology Ventures
                                    Columbia University
                                    General Post Office
                                    P.O. Box 29944
                                    New York, NY 10087-9944

            or to such other address as Columbia may specify by notice
            hereunder, or, if requested by Columbia, by wire transfer of
            immediately available funds by Company to a bank and account
            identified by notice to the Company by Columbia. Company is required
            to send the quarterly royalty statement whether or not royalty
            payments are due.

      c.    Within sixty (60) days after the date of termination or expiration
            of this Agreement, the Company shall pay Columbia any and all
            amounts that are due pursuant to this Agreement as of the date of
            such termination or expiration, together with a Payment Report for
            such payment in accordance with Section 6a hereof, except that such
            Payment Report shall cover the period from the end of the last
            calendar quarter prior to termination or expiration to the date of
            termination or expiration.

      d.    With respect to revenues obtained by the Company in foreign
            countries:

                  (i)   The Company shall make royalty payments to Columbia in
                        the United States in United States Dollars. Royalty
                        payments for transactions outside the United States
                        shall first be determined in the currency of the country
                        in which they are earned, and then converted to United
                        States Dollars using the buying rates of exchange quoted
                        by Citibank, N.A. (or its successor) in New York, New
                        York for the last business day of the calendar quarter
                        in which the royalties are earned. Any and all loss of
                        exchange value, taxes or other expenses incurred in the
                        transfer or conversion of foreign currency into United
                        States Dollars, and any income, remittance, or other
                        taxes on such royalties required to be withheld at the
                        source shall be the exclusive responsibility of Company.
                        Royalty statements shall show sales both in the local
                        currency and United States Dollars, with the exchange
                        rate used clearly stated.

                  (ii)  If transfer restrictions exist in any country which
                        prevent making payments in the United States, Company
                        shall make all reasonable efforts to procure whatever
                        licenses or permits are required to waive such
                        restrictions or otherwise facilitate the making of such
                        payments. If Company's efforts fail to permit making
                        payments in the United States, Company may make such
                        payments in local currency in the country where such
                        restrictions exist by depositing the payments in a local
                        bank or other depository designated by Columbia.

      e.    The Company shall maintain at its principal office usual books of
            account and records showing its actions under this Agreement. Upon
            reasonable notice, such books and records shall be open to
            inspection and copying, during usual business hours, by an
            independent certified public accountant to whom the Company has no
            reasonable objection, for seven years after the calendar quarter to
            which they pertain, for purposes of verifying the accuracy of the
            amounts paid by the Company under this Agreement. In the event that
            such review shows that the Company has underpaid royalties or other
            amounts due hereunder by five percent (5%) or more with respect to
            any calendar quarter, the Company shall pay, within ten days after
            demand by Columbia, the costs and expenses of such review. In the
            event of a licensing inspection, Company is required to provide
            auditors with detailed information including detailed sales,
            inventory, manufacturing,



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            purchasing, transfer records, customer lists, access to invoices,
            purchase orders, sales orders, shipping documentation, cost
            information, pricing policies, agreements with the Company's
            Sublicensees, agreements with the Company's or its Affiliates'
            customers or other third parties, etc.

      f.    Notwithstanding anything to the contrary in this Agreement
            (including Section 15b, and without limiting any of Columbia's
            rights and remedies hereunder, any payment required hereunder that
            is made late (including unpaid portions of amounts due) shall bear
            interest, compounded monthly, at the rate of 10% per annum. Any
            interest charged or paid in excess of the maximum rate permitted by
            applicable law shall be deemed the result of a mistake and interest
            paid in excess of the maximum rate shall be credited or refunded (at
            the Company's option) to Company.

      g.    Company shall submit annual sales forecasts for Columbia's internal
            budget purposes.

7. Diligence.

      a.    The Company shall use its best efforts to research, discover,
            develop and market Products for commercial sale and distribution
            throughout the Territory, and to obtain all licenses and permits
            necessary to do so. Company shall meet it obligations under this
            Section 7 if:

                  (i)   From the Effective Date through December 31, 2005,
                        Company will have spent a minimum of $1,000,000 on
                        research related to development of Products using the
                        Patents; and

                  (ii)  From January 1, 2006 through December 31, 2010, Company
                        will have spent a minimum of $100,000 per year on
                        research related to the development of Products using
                        the Patents.

      b.    Notwithstanding any other provisions of this Agreement but subject
            to Section 15b, failure to achieve any of Company's diligence
            obligations under this Section shall result in Columbia having the
            option of terminating the licenses granted to its rights under
            Section 3 in accordance with Section 16 of this Agreement.

      c.    On each anniversary of the Effective Date of this Agreement, the
            Company shall report in writing to Columbia on progress made toward
            the diligence objectives set forth above.

8. Disclaimer of Warranty; Limitations of Liability.

      a.    COLUMBIA IS LICENSING THE PATENTS AND THE SUBJECT OF ANY OTHER
            LICENSE HEREUNDER TO THE COMPANY AND ITS AFFILIATES ON AN "AS IS"
            BASIS. COLUMBIA MAKES NO WARRANTIES EITHER EXPRESS OR IMPLIED OF ANY
            KIND, AND HEREBY EXPRESSLY DISCLAIMS ANY WARRANTIES, REPRESENTATIONS
            OR GUARANTEES OF ANY KIND AS TO PATENTS, PRODUCTS AND/OR ANYTHING
            DISCOVERED, DEVELOPED, MANUFACTURED, USED, SOLD, OFFERED FOR SALE,
            IMPORTED, DISTRIBUTED, RENTED, LEASED OR OTHERWISE DISPOSED OF UNDER
            ANY LICENSE GRANTED HEREUNDER, INCLUDING BUT NOT LIMITED TO: ANY
            WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS, ADEQUACY OR
            SUITABILITY FOR A PARTICULAR PURPOSE, USE OR RESULT; ANY WARRANTIES
            AS TO THE VALIDITY OF ANY PATENT; AND ANY WARRANTIES OF FREEDOM OF
            INFRINGEMENT OF ANY DOMESTIC OR FOREIGN PATENTS, COPYRIGHTS, TRADE
            SECRETS OR OTHER PROPRIETARY RIGHTS OF OTHER PARTIES. NEITHER
            COLUMBIA, NOR ANY EMPLOYEE OR AGENT OF COLUMBIA, SHALL HAVE ANY
            LIABILITY TO THE COMPANY, ITS SUBLICENSEES OR AFFILIATES, OR ANY
            OTHER PERSON



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            ARISING OUT OF THE USE OF PATENTS, PRODUCTS AND/OR ANYTHING
            DISCOVERED, DEVELOPED, MANUFACTURED, USED, SOLD, OFFERED FOR SALE,
            IMPORTED, DISTRIBUTED, RENTED, LEASED OR OTHERWISE DISPOSED OF UNDER
            ANY LICENSE GRANTED HEREUNDER BY COMPANY, ITS SUBLICENSEES OR
            AFFILIATES, OR ANY OTHER PARTY FOR ANY REASON, INCLUDING BUT NOT
            LIMITED TO, THE UNMERCHANTABILITY, INADEQUACY OR UNSUITABILITY OF
            THE PATENTS, PRODUCTS AND/OR ANYTHING DISCOVERED, DEVELOPED,
            MANUFACTURED, USED, SOLD, OFFERED FOR SALE, IMPORTED, DISTRIBUTED,
            RENTED, LEASED OR OTHERWISE DISPOSED OF UNDER ANY LICENSE GRANTED
            HEREUNDER FOR ANY PARTICULAR PURPOSE OR TO PRODUCE ANY PARTICULAR
            RESULT, OR FOR ANY LATENT DEFECTS THEREIN OR THE INFRINGEMENT OF ANY
            DOMESTIC OR FOREIGN PATENTS, COPYRIGHTS, TRADE SECRETS OR OTHER
            PROPRIETARY RIGHTS OF OTHER PARTIES.

      b.    Notwithstanding anything else in this agreement, neither Columbia
            nor Company will be liable with respect to any subject matter of
            this agreement under any contract, negligence, strict liability or
            other legal or equitable theory for any incidental, special,
            indirect, consequential or punitive damages or lost profits or
            otherwise including, but not limited to, from any destruction to
            property or from any loss of use, revenue, profit, time or good
            will, arising from the use, operation or application of the Patents,
            Products and/or anything discovered, developed, manufactured, used,
            sold, rented, leased or otherwise disposed of under any license
            granted hereunder.

      c.    In no event shall Columbia's liability to the Company exceed the
            payments made to Columbia by Company under this Agreement.

      d.    The parties hereto acknowledge that the limitations and exclusions
            of liability and disclaimers of warranty set forth in this Agreement
            form an essential basis of the bargain between the parties.

9. Prohibition Against Use of Columbia's Name.

Unless required by government law, rule or regulation, Company will not use the
name, insignia, or symbols of Columbia, its faculties or departments, or any
variation or combination thereof, or the name of any trustee, faculty member,
other employee, or student of Columbia for any purpose whatsoever without
Columbia s prior written consent; unless the faculty member, other employee, or
student is a consultant or employee of Company.

10. Compliance with Governmental Obligations.

      a.    Notwithstanding any provision in this Agreement, Columbia disclaims
            any obligation or liability arising under the license provisions of
            this Agreement if the Company is charged in a governmental action
            for not complying with or fails to comply with governmental
            regulations in the course of taking steps to bring any Product to a
            point of practical application.

      b.    Each party shall comply upon reasonable notice from the other party
            with all governmental requests directed to either party and provide
            all information and assistance necessary to comply with the
            governmental requests.

      c.    The Company shall insure that its research, development,
            manufacturing and marketing under this Agreement complies with all
            government regulations in force and effect including, but not
            limited to, Federal, state, and municipal legislation.



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11. Patent Prosecution and Maintenance; Infringement.

      a.    Company shall have the right, but not the obligation to prepare,
            file, prosecute and maintain all Patents. Company's counsel will
            prepare, file, prosecute and maintain all Patents in Company's and
            Columbia's names and in countries designated by Company. Company
            will pay the expenses incurred in filing, prosecuting and
            maintaining such Patents, including attorneys' fees, the costs of
            any interference proceedings, reexaminations, or any other ex parte
            or inter partes administrative proceeding before patent offices,
            taxes, annuities, issue fees, working fees, maintenance fees and
            renewal charges. Company's counsel shall provide copies of
            correspondence with the patent offices to Columbia or Columbia's
            designated counsel in a reasonably timely manner. Columbia or its
            counsel will have a reasonable opportunity to provide substantive
            review and comment on any such correspondence; provided, however,
            Company shall have the final decision on any correspondence filed
            with the patent offices.

      b.    In the event that Company decides not to file any or all United
            States and foreign applications or to continue prosecution of a
            patent application to issuance or maintain any United States or
            foreign patent application or patent, Company shall timely notify
            Columbia in writing in order that Columbia may file United States or
            said foreign applications and continue said prosecution or
            maintenance of such patent applications at Columbia's sole expense.
            Company's exclusive right under this Agreement to practice the
            invention under the patent in which Columbia took over prosecution
            or maintenance shall become non-exclusive immediately upon Columbia
            assuming the costs. The Company will be deemed not to want to file
            or continue prosecution of a Patent in a particular country or
            countries if it fails to respond within thirty (30) days to a
            written inquiry from Columbia concerning such filing or continued
            prosecution.

      c.    Company shall have the right, but not the obligation, to protect the
            Patents from infringement and prosecute infringers at its own
            expense when in its sole judgment such action may be reasonably
            necessary, proper, and justified. Any recovery from infringement
            shall be used to reimburse Company for the costs and expenses of the
            litigation and the remainder after such reimbursement shall belong
            to Company and shall be treated as Net Sales subject to payments
            under Section 3.

      d.    If Company institutes any action under this Section 11 to protect or
            enforce the Patents it shall have sole control of that proceeding.
            Columbia agrees to cooperate and provide assistance at the request
            of Company, and Company shall be responsible for the reasonable
            expenses incurred by Columbia in providing the requested assistance
            and cooperation.

      e.    Company and Columbia shall be joint owners of the Patents.

12. Indemnity and Insurance.

      a.    The Company will indemnify, defend and hold Columbia, HHMI and their
            respective trustees, officers, faculty, employees and agents,
            harmless from and against any and all actions, suits, claims,
            demands, prosecutions, liabilities, costs, expenses, damages,
            deficiencies, losses or obligations (including attorneys' fees)
            based on or arising out of this Agreement, including, without
            limitation, (i) the discovery, development, manufacture, packaging,
            use, sale, offering for sale, importation, distribution, rental or
            lease of Products, even if altered for use for a purpose not
            intended, (ii) the use of Patents by the Company, its Affiliates,
            its Sublicensees or its (or their) customers, (iii) any
            representation made or warranty given by the Company, its Affiliates
            or Sublicensees with respect to Products or Patents, (iv) any
            infringement claims relating to Products or Patents, and (v) any
            asserted violation of the Export Laws (as defined in



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            Section 14 hereof) by the Company, its Affiliates or Sublicensees.
            The Company will reimburse Columbia for the cost (including
            attorney's fees) of enforcing this provision.

      b.    The Company shall maintain, during the term of this Agreement,
            commercial general liability insurance (including product liability
            and contractual liability insurance) with reputable and financially
            secure insurance carriers to cover the activities of the Company,
            its Affiliates and its Sublicensees, for minimum limits of
            $1,000,000 combined single limit for bodily injury and property
            damage per occurrence and $2,000,000 in the aggregate. Such
            insurance shall include Columbia, HHMI, and their respective
            trustees, faculty, officers, employees and agents, as additional
            insureds. The Company shall furnish a certificate of insurance
            evidencing such coverage, within thirty days' written notice to
            Columbia of cancellation or material change in coverage. The minimum
            amounts of insurance coverage required herein shall not be construed
            as creating any limitation on the Company's indemnity obligation
            under Section 12a of this Agreement.

      c.    The Company's insurance shall be primary coverage; any insurance
            Columbia and/or HHMI may purchase shall be excess and
            noncontributory. The Company's insurance shall be written to cover
            claims incurred, discovered, manifested, or made during or after the
            expiration of this Agreement.

      d.    The Company shall at all times comply with all statutory workers'
            compensation and employers' liability requirements covering its
            employees with respect to activities performed under this Agreement.

13. Marking.

Company will comply with the marking laws of the countries in which it does
business regarding the Patents. The Company shall cause its Affiliates and
Sublicensees to comply with the marking requirements of this Section 13.

14. Export Control Laws.

This Agreement is made subject to any restrictions concerning the export of
products or technical information from the United States of America which may be
imposed from time to time by the government of the United States of America.
Each party shall cooperate with the other party as reasonably necessary to
comply with the laws and administrative regulations of the United States
relating to the control of exports of commodities and technical data ("Export
Laws"). Each party hereby assures the other party that the it will not export or
re-export, directly or indirectly, any technical information acquired from the
other party under this Agreement or any products using such technical
information or any part thereof to any country for which a validated license is
required for such export or re-export under the Export Laws in effect at the
time without first obtaining such a validated license.

15. Breach and Cure.

      a.    In addition to applicable legal standards,

                  (i)   the Company shall be considered to be in material breach
                        of this Agreement for:

                         (w)   failure to pay fully and promptly amounts due
                               pursuant to Section 5 and payable pursuant to
                               Section 6;

                         (x)   failure of the Company to meet any of its
                               obligations under Sections 3 or 7 of this
                               Agreement; and

                  (ii)  either party shall be considered to be in material
                        breach of this Agreement for its:

                         (y)   failure to comply with governmental requests



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                               directed to Columbia or the Company pursuant to
                               Section 10b; or

                         (z)   failure to comply with the Export Laws under
                               Section 14.

      b.    Either party shall have the right to cure its material breach. The
            cure shall be effected within a reasonable period of time but in no
            event later than ninety (90) days after notice of any breach given
            by the non-breaching party.

16. Term of Agreement.

      a.    This Agreement shall be effective as of the Effective Date and shall
            continue in full force and effect until its expiration or
            termination in accordance with this Section 16.

      b.    Unless terminated earlier under any provision of this Agreement, the
            term of the licenses granted hereunder shall extend, on a
            country-by-country basis, until the later of the date of expiration
            of the last to expire of the Patents.

      c.    This Agreement, and all licenses granted under this Agreement, may
            be terminated by Columbia:

                  (i)   upon thirty (30) days written notice to the Company if
                        Columbia elects to terminate in accordance with Section
                        7b;

                  (ii)  upon written notice to the Company for the Company's
                        material breach of the Agreement and the Company's
                        failure to cure such material breach in accordance with
                        Section 15b;

                  (iii) should the Company commit any act of bankruptcy, become
                        insolvent, file a petition under any bankruptcy or
                        insolvency act or have any such petition filed against
                        it or

                  (iv)  Company fails to obtain and maintain product liability
                        insurance in the amount and of the type provided for
                        herein.

      d.    Sections 6e, 6f, 8, 9, 10, 12, 14, 16d, 16e, 16f, 17, 18, 19, 20,
            21, 22, 23 and 24 will survive any termination or expiration of this
            Agreement.

      e.    Any termination of this Agreement shall not adversely affect any
            rights or obligations that may have accrued to either party prior to
            the date of termination, including without limitation, the Company's
            obligation to pay all amounts due and payable under Sections 5 and 6
            hereof.

      f.    Upon any termination of this Agreement for any reason, the Company
            still retains its joint ownership rights in the Patents and, without
            any obligation to pay Columbia for any actions taken after such
            termination, its non-exclusive rights to

                  (i)   discover, develop, manufacture, have made, use, sell,
                        have sold, offer to sell, import, distribute, rent or
                        lease Products in the Field throughout the Territory and

                  (ii)  sublicense the same.

17. Assignment.

This Agreement and all rights and obligations hereunder may not be assigned by
either party without the written consent of the other party. Any attempt to
assign without compliance with this provision shall be void.

18. Waiver.

The failure of any party to insist upon strict adherence to any term of this
Agreement on any occasion shall not be considered a waiver or deprive that party
thereafter of the right to insist upon strict adherence to that term or any
other term of this Agreement. All waivers must be in writing and signed by an
authorized representative of the party against



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which such waiver is being sought.

19. Binding on Successors.

This Agreement shall be binding upon and inure to the
benefit of the parties and their respective successors and assigns to the extent
assignment is permitted under this Agreement.

20. Notices.

Any notice required or permitted to be given under this Agreement shall be
sufficient if in writing and shall be considered given

                  (i)   when mailed,certified mail (return receipt requested),
                        postage prepaid, or

                  (ii)  on the date of actual delivery by hand or overnight
                        delivery, with receipt acknowledged, if to Columbia, to:

                        Executive Director
                        Science & Technology Ventures
                        Columbia Innovation Enterprises
                        Columbia University
                        Engineering Terrace, Suite 363
                        500 West 120th Street, Mail Code 2206
                        New York, New York 10027

               copy to: General Counsel
                        Columbia University
                        412 Low Memorial Library
                        535 West 116th Street, Mail Code 4308
                        New York, New York 10027

               if to HHMI (for purposes of Section 12 only):
                        Howard Hughes Medical Institute
                        Office of the General Counsel
                        4000 Jones Bridge Road
                        Chevy Chase, Maryland 20815

               if to the Company, to:
                        Joseph K. Pagano
                        Chairman, CEO, and President
                        SENTIGEN Holding Corp.
                        Audobon Biomedical Center
                        3960 Broadway
                        New York, NY 10031

               copy to: Fulbright & Jaworski LLP
                        666 Fifth Avenue
                        New York, NY 10103
                        Attention: Merrill Kraines
                        Telephone: (212) 318-3261
                        Facsimile: (212) 318-3400

or to such other address as a party may specify by notice hereunder.



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21. Independent Contractors.

It is the express intention of the parties that the relationship of Columbia and
the Company shall be that of independent contractors and shall not be that of
agents, partners or joint venturers. Nothing in this Agreement is intended or
shall be construed to permit or authorize either party to incur, or represent
that it has the power to incur, any obligation or liability on behalf of the
other party.

22. Entire Agreement; Amendment.

This Agreement, together with the Exhibits, sets forth the entire agreement
between the parties concerning the subject matter hereof and supersedes all
previous agreements, written or oral, concerning such subject matter. This
Agreement may be amended only by written agreement duly executed by the parties.

23. Governing Law.

This Agreement shall be governed by New York Law applicable to agreements made
and to be fully performed in New York, and without reference to the conflict of
laws principles of any jurisdiction.

24. Third-Party Beneficiaries.

HHMI is not a party to this Agreement and has no liability to any licensee,
sublicense, or user of anything covered by this Agreement, but HHMI is an
intended third-party beneficiary of this Agreement, and certain of its
provisions are for the benefit of HHMI and are enforceable by HHMI in its own
name. Except as expressly set forth herein, Company and Columbia agree that
there are no third-party beneficiaries of any kind to this Agreement.

IN WITNESS WHEREOF, Columbia and the Company have caused this Agreement to be
executed by their duly authorized representatives as of the day and year first
written above.

                               THE TRUSTEES OF COLUMBIA UNIVERSITY
                               IN THE CITY OF NEW YORK
                               By: /s/  Michael J. Cleare
                               Michael J. Cleare

                               Executive Director, Science & Technology Ventures

                               SENTIGEN BIOSCIENCES Inc.
                               By: /s/  Joseph K. Pagano
                               Joseph K. Pagano
                               Chairman, CEO and President



<PAGE>

                                    EXHIBIT A
                                     PATENTS

<TABLE>
<CAPTION>
Application
   Number                   Filing Date                        Title                     Inventors
-----------                 ------------                -------------------        -----------------------
<S>                         <C>                         <C>                        <C>
60/485,968                   07/09/2003                 Method for Assaying        Richard Axel, Gilad
                                                        Receptor Activity          Barnea, Kevin Lee, and
                                                                                   Walter Strapps

60/511,918                   10/15/2003                 Method for Assaying        Richard Axel, Gilad
                                                        Receptor Activity          Barnea, Kevin Lee, and
                                                                                   Walter Strapps

60/566,113                   4/27/2004                  Method for Assaying        Richard Axel, Gilad
                                                        Receptor Activity          Barnea, Kevin Lee, and
                                                                                   Walter Strapps
</TABLE>



<PAGE>

                                    EXHIBIT B
                                FAIR MARKET VALUE

As used Section 2g(iii) , the "Fair Market Value" per share of capital stock
shall mean the greater of $3.00 and

            (A)   if such class of capital stock is then traded on a national
                  securities exchange or the Nasdaq National Market (or a
                  similar national quotation system), an amount equal to the
                  average of the closing prices per share of shares of such
                  class of capital stock on such exchange or system for the
                  twenty (20) trading-day period ending three (3) days prior to
                  the date of issuance of such capital stock to Sublicensee;

            (B)   if such class of capital stock is then traded
                  over-the-counter, an amount equal to the average of the
                  closing bid prices per share of shares of such class of
                  capital stock over the twenty (20) trading day period ending
                  three (3) days prior to the date of issuance of such capital
                  stock to Sublicensee; and

            (C)   if such class of capital stock is not then traded on a
                  national securities exchange, any such national quotation
                  system or over-the-counter, an amount per share as determined
                  in good faith by the Board of Directors of Company to be the
                  Fair Market Value of the shares; provided, that the Company
                  shall furnish to Columbia a written report setting forth in
                  reasonable detail the basis for such determination, and shall
                  promptly furnish to Columbia all such additional information
                  as Columbia may request in connection with its review of such
                  determination.

If Columbia objects in writing to the Company's determination within (30) days
following the date Columbia receives such report, then at the request of
Columbia the Fair Market Value of such shares shall be determined by an
independent accounting firm, investment bank or valuation firm which has not had
any relationship with Columbia or the Company or an Affiliate for a period of
three years prior to such determination (the "Appraiser"); the parties, acting
reasonably and in good faith, shall mutually agree upon the Appraiser. Company
shall promptly furnish to the Appraiser all such information as the Appraiser
may request in connection with such determination. The fees and expenses of the
Appraiser shall be shared equally by the Company and Columbia; provided that if
the Fair Market Value determined by the Appraiser is less than ninety-five (95%)
of the Fair Market Value as determined by Company's Board of Directors, then all
such fees and expenses shall be borne by Company.