**Exhibit 10.37**

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OMITTED INFORMATION IS THE SUBJECT OF A REQUEST FOR CONFIDENTIAL TREATMENT PURSUANT  TO RULE 24B-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

**PRESCIENT NEUROPHARMA INC. AND AOI PHARMACEUTICALS, INC.**

**SUBLICENSE AGREEMENT**

**Entered into as of December****24, 2001**

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**PRESCIENT NEUROPHARMA INC. AND AOI PHARMACEUTICALS, INC.**

**SUBLICENSE AGREEMENT**

TABLE OF CONTENTS

| **ARTICLE I - DEFINITIONS**                                                       | 5                                                                               |
|-----------------------------------------------------------------------------------|---------------------------------------------------------------------------------|
| **ARTICLE II –          GRANT**                                              | **8**                                                                           |
| **2.1**.                                                                          | Exclusive License                                                               | 8 |
| **2.2**                                                                           | Non-Commercial Use Acknowledgement                                              | 8 |
| **2.3**                                                                           | Expanded Territory                                                              | 8 |
| **ARTICLE III –          GENERAL REPRESENTATIONS, WARRANTIES AND COVENANTS** | **9**                                                                           |
| **3.1**                                                                           | LICENSEE’S General Representations,          Warranties and Covenants      | 9 |
| **3.1.1**                                                                         | Corporate Organization.                                                         | 9 |
| **3.1.2**                                                                         | No Conflict or Default.                                                         | 9 |
| **3.1.3**                                                                         | Litigation.                                                                     | 9 |
| **3.1.4**                                                                         | Binding Obligation.                                                             | 9 |
| **3.1.5**                                                                         | Authority.                                                                      | 10 |
| **3.2**                                                                           | LICENSOR’S General Representations,          Warranties and Covenants.     | 10 |
| **3.2.1**                                                                         | Corporate Organization.                                                         | 10 |
| **3.2.2**                                                                         | No Conflict or Default.                                                         | 10 |
| **3.2.3**                                                                         | Litigation.                                                                     | 10 |
| **3.2.4**                                                                         | Binding Obligation.                                                             | 11 |
| **3.2.5**                                                                         | Authority.                                                                      | 11 |
| **3.2.6**                                                                         | Title.                                                                          | 11 |
| **3.2.7**                                                                         | Information, Technology and IND          Transfer; Cooperation; Initial Supply. | 11 |
| **3.2.8**                                                                         | UBC Agreement.                                                                  | 12 |
| **ARTICLE IV –          PAYMENTS AND ROYALTIES**                             | **13**                                                                          |

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| **4.1**                                                              | Initial Payment.                                                       | 13 |
|----------------------------------------------------------------------|------------------------------------------------------------------------|----|
| **4.2**                                                              | Equity In Exchange For Initial          Payment.                       | 13 |
| **4.3**                                                              | Milestone Payments.                                                    | 14 |
| **4.4**                                                              | Royalty Payments.                                                      | 14 |
| **4.5**                                                              | Valid Patent Claim or Market Exclusivity          Protection.          | 15 |
| **4.6**                                                              | Payment Terms.                                                         | 15 |
| **ARTICLE V - REPORTS          AND RECORDS.**                        | **15**                                                                 |
| **5.1**                                                              | Net Sale Payment Reports                                               | 15 |
| **5.2**.                                                             | Records and Audit Rights.                                              | 15 |
| **5.3**                                                              | Annual Financial Reports and Representations.                          | 16 |
| **ARTICLE VI - PRODUCT          DEVELOPMENT AND COMMERCIALIZATION.** | **16**                                                                 |
| **6.1**                                                              | LICENSEE'S Development Obligations;          Product Development Plan. | 16 |
| **ARTICLE VII –          PATENT RIGHTS.**                       | **17**                                                                 |
| **7.1**.                                                             |  Patent Rights.                                                   | 17 |
| **7.2**                                                              | Prosecution and Maintenance of          Patent Rights.                 | 17 |
| **7.3**                                                              | Notification of Infringement of          or by the Patent Rights.      | 18 |
| **7.4**.                                                             | Enforcement of the Patent Rights.                                      | 18 |
| **7.5**.                                                             | Defense of Third Party Infringement          Claims.                   | 19 |
| **7.6**                                                              | Reduced Royalties.                                                     | 19 |
| **ARTICLE VIII –          CONFIDENTIALITY**                     | **20**                                                                 |
| **8.1**                                                              | Confidentiality.                                                       | 20 |
| **ARTICLE IX - TERM          AND TERMINATION**                       | **21**                                                                 |
| **9.1**                                                              | Term.                                                                  | 21 |
| **9.2**                                                              | LICENSEE’S Rights of Termination.                                 | 21 |
| **9.3**                                                              | LICENSOR’S Rights of Termination.                                 | 22 |
| **9.4**                                                              | Insolvency of LICENSOR.                                                | 22 |
| **9.5**                                                              | Effect of Termination.                                                 | 23 |
| **9.5.1**                                                            | Survival.                                                              | 23 |

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| **9.5.2**                                                                  | Return of Proprietary Information.                      | 23 |
|----------------------------------------------------------------------------|---------------------------------------------------------|----|
| **ARTICLE X –          ARBITRATION**                                  | **23**                                                  |
| **10.1**                                                                   | Scope, Governance and Enforcement.                      | 23 |
| **10.2**                                                                   | Disputes Regarding or Involving          Patent Rights. | 23 |
| **10.3.**                                                                  | Costs.                                                  | 24 |
| **ARTICLE XI –          LIMITED LIABILITY**                           | **24**                                                  |
| **ARTICLE XII –          DISCLAIMERS, INDEMNIFICATION AND INSURANCE** | 24                                                      |
| **12.1**                                                                   | Disclaimers.                                            | 24 |
| **12.2**                                                                   | Indemnification and Liability.                          | 24 |
| **12.3**                                                                   | Insurance.                                              | 25 |
| **ARTICLE XIII - MISCELLANEOUS          PROVISIONS**                       | **26**                                                  |
| **13.1**                                                                   | Amendment and Waiver.                                   | 26 |
| **13.2**                                                                   | Governing Law and Legal Actions.                        | 26 |
| **13.3**                                                                   | Headings.                                               | 26 |
| **13.4**                                                                   | Notices.                                                | 26 |
| **13.5**                                                                   | Entire Agreement.                                       | 26 |
| **13.6**                                                                   | Severability.                                           | 26 |
| **13.7**                                                                   | Basis of Bargain.                                       | 27 |
| **13.8.**                                                                  | Relationship of Parties.                                | 27 |
| **13.9**                                                                   | Assignment.                                             | 27 |
| **13.10**                                                                  | Publicity and Press Releases.                           | 27 |
| **13.11**                                                                  | Force Majeure.                                          | 27 |
| **13.12**                                                                  | Counterparts.                                           | 28 |

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**Sublicense Agreement**

This Sublicense Agreement (this **"Agreement"**) is entered as of December 24,2001 (the **"Effective Date"**) by and between PRESCIENT NEUROPHARMA INC. (**"LICENSOR"** or**"Party"**), a Canadian corporation, with its principal place of business at 96 Skyway Ave.,Toronto, ON, Canada M9W 4Y9, and AOI PHARMACEUTICALS, INC. (**"LICENSEE"** or **"Party"**), awholly-owned subsidiary of ACCESS ONCOLOGY, INC. and a Delaware corporation, with a place of business at 750 Lexington Avenue,26th Floor, New York, NY 10022  (LICENSEE and LICENSOR together sometimes being referred to as**"Parties"**).

**WHEREAS**, LICENSOR is engaged in research and development related to the drugknown as AVLB, including all of its forms (as more fully defined below, the **"Licensed Product"**);

**WHEREAS,** pursuant to the UBC Agreement (as defined below), LICENSOR is theexclusive licensee of the Patent Rights (as defined below) relating to the **Licensed Product**;

**WHEREAS**, LICENSEE now desires to obtain an exclusive sub-license under thePatent Rights (as defined below) to develop and have developed, market and have marketed, sell and have sold, distribute and havedistributed, and manufacture and have manufactured, the **Licensed Product**, upon the terms and conditions hereinafter setforth;

**NOW, THEREFORE,** it is agreed as follows:

**ARTICLE I  - DEFINITIONS.**

For the purposes of this Agreement, the following words and phrases shall have thefollowing meanings:

"AFFILIATE" shall mean any company or entity, the voting control of which is at leastfifty percent (50%), directly or indirectly, owned or controlled by LICENSEE, or any company, entity or person, which owns orcontrols at least fifty percent (50%), directly or indirectly, of the voting control of LICENSEE, in each case which haveagreements with LICENSEE relating to the Patent Rights or **Licensed Product**.

"Clinical Study Completion Date" shall mean the execution date of a final clinical trialreport.

"Consent to Sublicense Agreement" shall mean that consent attached hereto as **ExhibitII**, to be executed by the University in accordance with **Section 4.1** of this Agreement.

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"Far East" shall mean The People’s Republic of China, Taiwan, Japan, India, and HongKong.

"FDA" shall mean the United States Food and Drug Administration.

"GAAP" shall mean generally accepted accounting principles in the UnitedStates.

"IND" shall mean Investigational New Drug Application with the FDA.

"Insolvency Event" shall mean any event whereby a party: (i) becomes insolvent orbankrupt; (ii) makes an assignment for the benefit of its creditors; (iii) has a trustee or receiver for all or a substantial partof its property appointed; (iv) has any case or proceeding or other action commenced or taken against or by it in bankruptcy orotherwise seeking reorganization, liquidation, dissolution, winding-up, arrangement, composition or readjustment of its debts orany relief under any bankruptcy, insolvency, reorganization or other similar act or law of any jurisdiction now or hereinafter ineffect. 

"Latin America" shall mean all South American, Central American (including Mexico) andCaribbean countries.

"**Licensed Product**" shall mean anhydrovinblastine sulfate (AVLB), with the chemicalname 3’,4’- dehydrovinblastine sulphate and molecular formulaC46H56N4O8-H2SO4.

"Major Market" shall mean any country in the Territory with a patient population in excessof fifty thousand (50,000) patients per year for the indication approved in that country for treatment by the **LicensedProduct**.

"Market Price" shall mean the average daily closing price of LICENSOR’S common stockfor the twenty (20) consecutive trading days prior to the date of the applicable equity payment or, in case no such average isavailable, the average of the last reported bid and asked prices of the common stock for such twenty (20) day period, in eithercase on the Canadian Venture Exchange or the principal national securities exchange on which the common stock is then admitted totrading or listed, or if not listed or admitted to trading on any such exchange, the average representative closing bid price ofthe common stock as reported by the National Association of Securities Dealers, Inc. Automated Quotations System ("NASDAQ")(including the NASDAQ National Market, Small Cap and Bulletin Board), or other similar organization if NASDAQ is no longerreporting such information, or, if the common stock is not reported on NASDAQ, the average closing per share bid price for thecommon stock in the over-the-counter market or "Pink Sheets" as reported by the National Quotation Bureau or similar organizationfor such twenty (20) day period, or if not so available, the fair market price of the common stock as determined in good faith bythe LICENSOR’S Board of Directors, based on recent arms-length equity sales by the LICENSOR and the market conditions at thetime.

"MTD" shall have that meaning ascribed to it in **Section 4.1** of thisAgreement.

"NDA" shall mean a New Drug Application with the FDA.

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"Net Sales" shall mean gross amounts invoiced for sales of the **Licensed Product** inthe Territory by LICENSEE, its AFFILIATES or sublicensees, as appropriate, to third parties, less the following items: (i) trade,quantity and cash discounts or rebates actually allowed and taken and any other commercially reasonable adjustments, including,without limitation, those granted on account of price adjustments, billing errors, rejected goods, damaged goods and recallreturns; (ii) commercially reasonable credits, rebates, charge-back and prime vendor rebates, fees, sales commissions,reimbursements or similar payments granted or given to wholesalers and other distributors, buying groups, health care insurancecarriers, pharmacy benefit management companies, health maintenance organizations or other institutions or health careorganizations; (iii) any tax, tariff, customs duties, excise or other duties or other governmental charge (other than an incometax) levied on the manufacturing, sale, transportation or delivery of a **Licensed Product** and borne by the seller thereof;(iv) payments or rebates paid in connection with sales of a **Licensed Product** to any governmental or regulatory authority inrespect of any state or federal Medicare, Medicaid or similar programs; (v) any commercially reasonable charge for packaging,labeling, freight, insurance or other transportation costs charged to the customer; and (vi) any actual and recorded write-offs forbad debts.  Additionally, if an Insolvency Event occurs to a sublicensee or a customer of LICENSEE or an AFFILIATE and moniesare owed to LICENSEE or an AFFILIATE by such sublicensee or customer suffering said Insolvency Event, then such monies shall bedeemed uncollectible, and LICENSEE shall not therefore owe royalties on account of the Net Sales price of such debts unlessactually collected, and a proportionate deduction for prospective royalties shall be made on account of any royalties already paidon such uncollectible Net Sales.  Net Sales, including any actual write-offs for bad debts, shall be calculated in accordancewith GAAP applied on a consistent basis.

"Orphan Drug Designation Period" shall mean that period of time, in each country orregulatory jurisdiction in the Territory, during which the **Licensed Product** is designated an "orphan drug" (or similardesignation outside of the United States) by the applicable authorities of that country or regulatory jurisdiction and pursuant towhich the **Licensed Product** receives exclusive access to the market of such country or regulatory jurisdiction.

"Patent Rights" shall mean:   (a) the patents and patent applications set forth on**Appendix I**, and any divisions or continuations thereof, and any patents issued thereon or reissues or extensions thereof,including continuations, continuations-in-parts, divisions, additions and substitutions; and (b) any patents resulting from any ofthe foregoing or in any way related to the **Licensed Product** and applied for after the date hereof by LICENSOR; and (c) anyreissues and re-registrations with respect to the Patent Rights.  All such Patent Rights shall be added as developed to**Appendix I**.

"Payment Report" shall mean a report provided by LICENSEE to LICENSOR in accordance with**Section 5.1** of this Agreement.

"Product Approval" shall mean all authorizations by governmental authorities which arerequired for the marketing, promotion, pricing and sale of a **Licensed Product** in a given country or regulatory jurisdiction,including all manufacturing, pricing and reimbursement approvals.

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"Product Development Plan" shall mean a development plan for the **Licensed Product**to be created by LICENSEE in accordance with **Section 6.1** of this Agreement. 

"Proprietary Information" shall mean all inventions, processes, materials, chemicals,know-how and ideas and all other business, technical and financial information that either Party obtains from the other Party,including without limitation, the Product Development Plan and Payment Reports.

"Territory" shall mean all countries and territories of the world except for Latin Americaand the Far East.

"UBC Agreement" shall mean that license agreement dated November 25, 1993 by and betweenthe University and LICENSOR and attached hereto as **Exhibit III**.

"University" shall mean the University of British Columbia, a corporation continued underthe University Act of British Columbia and having its administrative offices at 2075 Wesbrook Mall, in the City of Vancouver, inthe Province of British Columbia, V6T 1Z3.

**ARTICLE II****   – GRAN****T**

**2.1          **Exclusive License.

Subject to the terms and conditions of this Agreement and during the term hereof, LICENSORhereby grants to LICENSEE an exclusive sublicense (even as against the LICENSOR) under the Patent Rights to develop and havedeveloped, market and have marketed, sell and have sold, distribute and have distributed, and manufacture and have manufactured,the **Licensed Products** in the Territory, said license to include the right to further sub-license.

2.2          Non-Commercial Use Acknowledgement.

Notwithstanding **Section 2.1** of this Agreement, the Parties acknowledge and agreethat the University may use the Patent Rights without charge in any manner whatsoever for research, scholarly publication,educational or other non-commercial use, subject to the provisions set forth in Section 11.03 of the UBC Agreement.

**2.3           **Expanded Territory.

If LICENSOR has not executed an agreement with one of the pharmaceutical companies listedon Exhibit IV of this Agreement regarding the comprehensive licensing rights of the **Licensed Product** in Latin America or anycountry therein, including the development, manufacturing, marketing, distribution, or sales rights associated with the **LicensedProduct** in Latin America and the countries therein, within eighteen (18) months after the EffectiveDate, then Latin America or any such countries therein shall become part of the Territory and subject to the license set forthin **Section 2.1** of this Agreement.  Furthermore, if, pursuant to an agreement regarding the comprehensive licensingrights of the **Licensed Product** in Mexico, the "average wholesale price" (as commonly used in the United States), or itsequivalent in Mexico, for the **Licensed Product** in Mexico falls below ninety percent (90%) of the "average wholesale price"(as commonly used in the United States) for the **Licensed Product** in the United States, Mexico shall become part of theTerritory and subject to the license set forth in **Section 2.1** of this Agreement.

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**ARTICLEIII****  – GENERAL REPRESENTATIONS, WARRANTIES AND COVENANTS**

**3.1           **LICENSEE’S GeneralRepresentations, Warranties and Covenants.

LICENSEE hereby represents, warrants and covenants to LICENSOR that:

**3.1.1**            Corporate Organization.

LICENSEE is acorporation duly organized, validly existing, and in good standing under thelaws of the State of Delaware.  LICENSEE has all requisite corporate powerand authority to own, lease, hold andoperate its properties.

**3.1.2**            No Conflict or Default.

Neither the execution and delivery of this Agreement, nor compliance with the terms andprovisions hereof, will conflict with or result in the breach of any term, condition or provision of the Certificate ofIncorporation or By-Laws of the LICENSEE, or of any agreement, deed, contract, mortgage, indenture, writ, order, decree, commitmentor instrument to which the LICENSEE is a party or by which it or its assets or properties are bound, or constitute a default (or anevent which, with the lapse of time or the giving of notice, or both, would constitute a default) thereunder.

**3.1.3**            Litigation.

There is no suit, claim, action, litigation or proceeding, administrative or judicial, orgovernmental investigation, pending or to the knowledge of the LICENSEE threatened, against the LICENSEE or involving any of itsproperties and assets, including without limitation, any claim, proceeding, or litigation for the purpose of challenging, enjoiningor preventing the execution and delivery of this Agreement, the performance of the terms and conditions hereof or the consummationof the transaction contemplated hereby.  To the knowledge of the LICENSEE there is no reasonable basis upon which any suit,claim, action, litigation, proceeding or investigation could be brought or initiated.  The LICENSEE is not subject to or indefault under any order, writ, injunction, or decree of any court or governmental authority.

**3.1.4**            Binding Obligation.

This Agreement is and will be the legal, valid and binding obligation of the LICENSEEenforceable against it in accordance with its terms, except that such enforcement may be subject to bankruptcy, insolvency,reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors' rights generally and that theremedy of specific performance and injunctive or other equitable relief may be subject to equitable defenses and to the discretionof the court before which any proceeding therefore may be brought.

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**3.1.5**           Authority.

LICENSEE has all requisite power and authority and has taken all corporate actionnecessary for the execution, delivery and performance by it of this Agreement.  To the best of its knowledge, LICENSEE has allrequisite licenses and other regulatory approvals to carry on its business as currently conducted and asproposed to beconducted in respect of the Product Development Plan described in **Section 6.1** of this Agreement.

3.2           LICENSOR’S GeneralRepresentations, Warranties and Covenants.

LICENSOR hereby represents, warrants and covenants toLICENSEE that:

**3.2.1**           Corporate Organization.

LICENSORis a corporation duly organized, validly existing, and in good standing underthe laws of Canada, whose principal place of business is located in Ontario. LICENSOR has all requisite corporate powerand authority to own, lease, hold and operate its properties.

**3.2.2**           No Conflict or Default.

Neither the execution and delivery of this Agreement, nor compliance with the terms andprovisions hereof, will conflict with or result in the breach of any term, condition or provision of the Articlesof Incorporationor the By-laws of the LICENSOR or of any agreement, deed, contract, mortgage, indenture, writ, order, decree, commitment orinstrument to which the LICENSOR is a party or by which it or its assets or properties are bound, or constitute a default (or anevent which, with the lapse of time or the giving of notice, or both, would constitute a default) thereunder.

**3.2.3**           Litigation.

There is no suit, claim, action, litigation or proceeding, administrative or judicial, orgovernmental investigation, pending or to the best knowledge of the LICENSOR threatened, against the  LICENSOR or involving any ofits properties and assets, including without limitation, any claim, proceeding, or litigation for the purpose of challenging,enjoining or preventing the execution and delivery of this Agreement, the performance of the terms and conditions hereof or theconsummation of the transaction contemplated hereby.  To the best of LICENSOR's knowledge and belief there is no reasonablebasis upon which any suit, claim, action, litigation, proceeding or investigation could be brought or initiated.  LICENSOR isnot subject to or in default under any order, writ, injunction, or decree of any court or governmental authority.

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**3.2.4**           Binding Obligation.

ThisAgreement is and will be the legal, valid and binding obligation of the LICENSORenforceable against it in accordance with its terms, except that suchenforcementmay be subject to bankruptcy,insolvency, reorganization, moratorium or other similar laws now or hereafter ineffect relating to creditors' rights generally and that the remedy of specificperformance and injunctive or other equitable relief may be subject to equitabledefenses and to the discretion of the court before which any proceedingtherefore may be brought.

**3.2.5**           Authority.

LICENSORhas all requisite power andauthority andhas taken all corporate action necessary for the execution, delivery andperformance by it of this Agreement.

**3.2.6**            Title.

The UBC Agreement, attached hereto as **Exhibit III**, is in full force and effect andis unaltered and unamended.  Pursuant to the UBC Agreement, LICENSOR has all rights and interest in and to the Patent Rightsand the **Licensed Product**, including exclusive right and interest thereto, free and clear of all liens, charges, encumbrancesor other restrictions or limitations of any kind whatsoever, and there are no licenses, options, restrictions, liens, rights ofothers, disputes, royalty obligations, proceedings or claims relating to, affecting, or limiting its rights or the rights of theLICENSEE under this Agreement or the LICENSOR under the UBC Agreement, including without limitation, those made or claimed byIntrinsic Research and Development Ltd.  To the best of LICENSOR’S knowledge, there is no claim, pending or threatened,of infringement, interference or invalidity regarding any part or all of the Patent Rights and their use as contemplated in thisAgreement. 

3.2.7      Information, Technology and IND Transfer; Cooperation; InitialSupply.

A.            LICENSOR has suppliedLICENSEE with all data files, pre-clinical and clinical results and other information in its possession relating to the **LicensedProduct**, including but not limited to chemistry, manufacturing, patents, and regulatory data.  LICENSOR has not omittedfrom furnishing LICENSEE with any material information available to it regarding the **Licensed Product**.  Neither thisAgreement nor any document furnished to LICENSEE by or on behalf of LICENSOR relating to the **Licensed Product**contains any untrue statement of a material fact or omits to state a materialfact necessary in order to make the statements contained herein or thereinnot misleading.  To the extent that any information provided by LICENSORwith regard to Appendix I or otherwise is incomplete, LICENSOR shall informLICENSEE of any and all relevant additional information and update Appendix I asnecessary to reflect any such additional information, including withoutlimitation an unconfirmed Israeli patent entitled [******* *** *** ********* ************************** ************ *** ************] and an unconfirmedCanadian patent entitled [* *** ******* *** *** ********* ** ************************* ************ *** *********** *** ******* *********].

____________________  * Omitted information is the subject of a request for confidential treatment pursuant to Rule 24b-2 under the Securities  Exchange Act of 1934 and has been filed separately with the Securities and Exchange Commission.
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B.            Simultaneous with theexecution of this Agreement, LICENSOR shall transfer or assign the **Licensed Product** IND into LICENSEE’Sname.

C.            LICENSOR willcontinue to provide LICENSEE with access to information and records as may be reasonably necessary for LICENSEE to complete theProduct Development Plan, including, without limitation, causing its representatives and medical and scientific advisors tocooperate with and provide assistance to LICENSEE as may reasonably be needed for purposes of creating the Product DevelopmentPlan.  Additionally, LICENSOR will use its commercially reasonable best efforts to facilitate a meeting with the FDA as may berequested by LICENSEE.

D.            LICENSOR agrees thatit will supply LICENSEE with its requirements of clinical supplies of **Licensed Products** until LICENSEE has established acommercial manufacturing relationship.  In connection therewith, LICENSOR shall deliver such supplies to LICENSEE within three(3) months of a request.  It is agreed that LICENSEE will order and LICENSOR will supply such clinical trial materials inbatches of twenty (20) grams at a cost of [*** ******** **** *******]  Dollars ($[********]) per gram, or [****** ********] Dollars ($[*********) per batch, plus a[*******] Percent ([**]%) mark-up, equaling a total purchase price of [*********** ********* **** *******] Dollars ($[*********])for a twenty (20) gram batch of clinical supplies.  Such drug substance and drug product shall be manufactured in accordancewith the CMC section of the IND (including without limitation, utilizing the manufacturer and formulator designated therein) underGMP-like conditions.  LICENSOR shall cooperate with LICENSEE regarding the labeling of the **Licensed Product** asappropriate for the applicable protocol(s).

**3.2.8**            UBC Agreement.

LICENSOR has not breached the terms and conditions of the UBC Agreement.  Aside from[*** ******* *** ***** ********] Canadian Dollars ($[**********] Canadian) due the University for patent costs, there are no debtsowed by LICENSOR under the UBC Agreement.  LICENSOR shall pay the University this [*** ******* *** ***** ********] CanadianDollars ($[**********] Canadian) for patent costs promptly upon execution of this Agreement.

 

____________________* Omitted information is the subject of a request for confidential treatmentpursuant to Rule 24b-2 under the Securities Exchange Act of 1934 and has been filed separately with the Securities and ExchangeCommission.

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**ARTICLE IV – PAYMENTS ANDROYALTIES**

**4.1**      Initial Payment.

LICENSEE shall make an initial payment of [*** ******** *** ******* *** *************]  United States Dollars(U.S. $[************]) to LICENSOR, payable as follows:

(a)            [**** ***************] United States Dollars (U.S. $[**********]) upon execution of this Agreement (concurrent with and conditioned upon: (i) LICENSOR’S transfer of the **Licensed Product** IND into LICENSEE’S name pursuant to **Section 3.2.7** ofthis Agreement, and (ii) the University’s execution of the Consent to Sublicense Agreement, attached hereto as **ExhibitII**);

(b)            [*** ******* ******** ********] United States Dollars (U.S. $[**********]) within twenty (20) business days of  completion of a maximumtolerated dose (**"MTD"**) study for the **Licensed Product**, to be determined by the principal investigator’sreport, which shall be sent directly to each Party by such principal investigator; and

(c)            [**** ***************] United States Dollars (U.S. $[**********]) within twenty (20) business days of  completion of treatment of anadditional twenty (20) patients following the MTD study for the **Licensed Product,** as determined by the receipt of theprincipal investigator’s report, which shall be sent directly to each Party by such principal investigator.

LICENSEE shall use its commercially reasonable best efforts to complete the MTD study,and, if the Agreement is still in effect, LICENSEE shall use its commercially reasonable best efforts to complete a follow-up studytreating twenty (20) additional patients following the MTD study.

**4.2      **Equity In Exchange For Initial Payment.

At LICENSEE’S option, the initial payment to be paid pursuant to **sub-Section4.1(c)** above can be applied to purchase equity in LICENSOR at a [******] percent ([**]%) premium to the Market Price at thetime such payment becomes due and payable.  If LICENSEE executes such option, LICENSEE shall purchase that number of shares ofLICENSOR’S common stock determined by dividing [**** ******* ********] United States Dollars (U.S. $[**********]) by the theneffective Market Price multiplied by one and one-fifth (1.2).  Subject to regulatory approval, the purchase of such sharesshall be pursuant to and in accordance with the **Stock Purchase Agreement** attached hereto as **Exhibit I**.  LICENSORshall use its best efforts to promptly obtain such regulatory approval.

 

____________________* Omitted information is thesubject of a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act of 1934 and has been filedseparately with the Securities and Exchange Commission.

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**4.3           **Milestone Payments.

A.       LICENSEE shall makethe following milestone payments to LICENSOR:

(a)            [*** ******** *********** ********] United States Dollars (U.S. $[************]) to be made upon the earlier of either:  (i) the commencementdate of the first, randomized, controlled, Phase III clinical trial for the **Licensed Product**, or (ii) eighteen (18) monthsafter the Clinical Study Completion Date of the last Phase II clinical trial for the **Licensed Product**;

(b)            [***********]  United States Dollars(U.S. $[************]) to be made on or prior to the date which is ninety (90) days after the Clinical Study Completion Date of thefirst, randomized, controlled, Phase III clinical trial for the **Licensed Product**; and

(c)            [*** *******] UnitedStates Dollars (U.S. $[*************] to be made within ninety (90) days of the earlier of:  (i) the date of the firstcommercial sale of the **Licensed Product** in a Major Market, and (ii) the date of FDA marketing approval for the **LicensedProduct**.

B.            At LICENSEE’Soption and subject to regulatory approval, [*****] Percent ([**]%) of the last milestone payment shall be applied to purchasecommon stock of LICENSOR at a [*****] Percent ([**]%) premium to the Market Price and otherwise pursuant to and in accordance withthe Stock Purchase Agreement attached hereto as **Exhibit I**.  LICENSOR shall use its best efforts to promptly obtain suchregulatory approval.  If LICENSEE executes such option, LICENSEE shall purchase that number of shares of LICENSOR’Scommon stock determined by dividing [**** *******] United States Dollars (U.S. $[************]) by the then effective Market Pricemultiplied by one and one-half (1.5). 

**4.4      **Royalty Payments.

LICENSEE shall pay LICENSOR a royalty of [****] Percent ([*]%) of the Net Sales of the**Licensed Product** or any product which incorporates an improvement by LICENSEE of the Patent Rights if and when suchimprovement infringes upon the Patent Rights in the Territory.

____________________* Omitted information is the subject of a request for confidential treatmentpursuant to Rule 24b-2 under the Securities Exchange Act of 1934 and has been filed separately with the Securities and ExchangeCommission.

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**4.5      **Valid Patent Claim or Market Exclusivity Protection.

No payment shall be made on Net Sales of the **Licensed Product** unless:  (i) themanufacture or sale of the **Licensed Product** is covered in whole or in part by a valid and unexpired claim contained in thePatent Rights in the country in which it is made or sold, or (ii) the sale of the **Licensed Product** occurs during an OrphanDrug Designation Period in the country in which it is sold.

**4.6**            Payment Terms.

A.            Payments under**Section 4.4** will be due within sixty (60) days of the end of each calendar quarter with respect to Net Sales recognized orreceived in such quarter.

B.            All such payments areto be made in United States Dollars and wired to LICENSOR’S bank account in Toronto.  Late payments shall bear interestat the lower of:  (i) the Citibank, N.A., prime rate plus three percent (3%) per annum or (ii) the maximum rate allowed bylaw.

C.            If necessary, NetSales conversion from foreign currency to United States Dollars will be determined on the last business day of each calendarquarter based on the exchange rate published in the Wall Street Journal on the last business day of the quarter.

**ARTICLE****V****   - REPORTS AND RECORDS**

**5.1**       Net Sale Payment Reports.

With each payment based on Net Sales, LICENSEE shall provide LICENSOR with a paymentreport (each, a **"Payment Report"**), which accurately delineates on a country-by-country basis: (a) the number of**Licensed Products** sold during the applicable period, (b) the calculation of Net Sales for the calendar quarter and calendaryear to date, and (c) the calculation of the amount due to LICENSOR under this Agreement.

**5.2           ** Records and Audit Rights.

LICENSEE shall keep complete and accurate records reflecting all information necessary oruseful in verifying the accuracy of each Payment Report for six (6) years after such Payment Reports are issued.  LICENSORshall have the right to hire an independent certified public accountant to inspect (and copy as necessary) all such records sorequired to be kept by LICENSEE (which accountants shall agree in writing to keep all information confidential except as needed todisclose any discovered discrepancies); provided, such audit: (i) is conducted during normal business hours, (ii) is conducted nomore often than once per year, and (iii) is conducted only after LICENSOR has given thirty (30) days prior written notice. LICENSOR shall bear the full cost and expense of such audit, unless an underpayment to LICENSOR in excess of the greater of [*************]  United States Dollars(U.S. $[*********]) and a [****] percent ([*]%) discrepancy is discovered, in which event LICENSEE shall bear the full cost andexpense of such audit.  Regardless of the amount of discrepancy discovered, all discrepancies which are not disputed shall beimmediately due and payable. 

____________________  * Omitted information is the subject of a request for confidential treatment pursuant to Rule 24b-2 under the Securities  Exchange Act of 1934 and has been filed separately with the Securities and Exchange Commission.

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**5.3      **Annual Financial Reports and Representations.

Within ninety (90) days of the end of each calendar year, LICENSEE shall deliver to theLICENSOR its year-end financial statements and updated statements, signed by a senior officer, related to the matters contained inits representations set forth in **Section 3.1** of this Agreement.  LICENSEE’S statements shall be solely forinformational purposes and no change or update to such representations shall give rise to any breach under this Agreement. Failure to deliver such financial or updated statements pursuant to this **Section 5.3** on a timely basis shall not give riseto breach under this Agreement.

**ARTICLE VI - PRODUCT DEVELOPMENTAND COMMERCIALIZATION**

**6.1**            LICENSEE'S Development Obligations;Product Development Plan.

LICENSEE represents, warrants and agrees to undertake the following developmentobligations:

A.            LICENSEE shall besolely responsible for the cost of developing and commercializing the **Licensed Product** in the Territory.

B.            LICENSEE shall useits commercially reasonable best efforts to bring the **Licensed Product** to market in the Territory pursuant to the ProductDevelopment Plan.  LICENSEE shall create and maintain the Product Development Plan in accordance with the followingprocedures:

(i)            As soon as practicalafter the date hereof, LICENSEE will assemble an advisory panel meeting to include such experts as LICENSEE deemsnecessary or appropriate to assist in the development of LICENSEE’S clinical and regulatory strategy;

(ii)            LICENSEE shall useits commercially reasonable best efforts to create the Product Development Plan for the clinical development of the **LicensedProducts** no later than one hundred and eighty (180) days after the date hereof and shall promptly deliver a copy of suchProduct Development Plan to LICENSOR and the University; and

 

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(iii)            From time to time,LICENSEE may revise the Product Development Plan to take into consideration data and other information that becomes available; ifLICENSEE makes any material changes to the Product Development Plan, then LICENSEE shall promptly deliver a revised ProductDevelopment Plan to LICENSOR and the University.

C.            LICENSEE shallprovide written annual reports on its research and product development progress and/or efforts to commercialize under the ProductDevelopment Plan for the **Licensed Product** within ninety (90) days after December 31st of each calendar year.

D.            LICENSOR acknowledgesthat LICENSEE shall have the right to select and own all Licensed Product trademarks.  LICENSEE shall create, search,prosecute, register and maintain any and all Licensed Product trademarks.  All costs associated with such development ofLicensed Product trademarks shall be borne by LICENSEE.

E.            LICENSEE shall useits commercially reasonable best efforts to conform with all applicable government regulations relating to developing and marketingthe Licensed Product.  LICENSEE shall promptly inform LICENSOR of any notice from any government regulatory authorityregarding any violation of a government regulation relating to developing and marketing the Licensed Product.

F.            It isLICENSEE’S current intention to evaluate the Licensed Product in the treatment of non-small cell lung cancer, and to theextent such intention remains clinically promising and commercially reasonable, LICENSEE shall pursue the use of the LicensedProduct in the treatment of non-small cell lung cancer.  Additionally, it is LICENSEE’S current intention to explore theuse of the Licensed Product in other indications, which may include, without limitation, cervical, colon and breast cancer, to theextent such other indications are clinically promising and commercially reasonable in the sole judgment of LICENSEE.

**ARTICLE****VII – PATENT RIGHTS**

**7.1      **Patent Rights.

The University is and shall continue to be the sole owner of any and all intellectualproperty rights associated with the Patent Rights.

**7.2           **Prosecution and Maintenance of PatentRights.

*LICENSEE shall* assume*all of*LICENSOR*’S prospectiverights and obligations as of the Effective Date relating to the Patent Rights as set forth in Article 9 of the UBC Agreement,attached hereto as **Exhibit III**.*

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**7.3           **Notification of Infringement of or bythe Patent Rights.

If either Party becomes aware or receives notice that any activity of any third party thatinvolves or may involve infringement or violation of the Patent Rights in the Territory or if either Party**becomes aware orreceives notice that the **Licensed Product** is infringing or is being claimed or threatening to infringe the rights of anythird party, then such Party shall promptly notify the other Party in writing of such actual or threatened infringement orviolation.  In addition, the Parties shall keep each other reasonably informed as to the status and progress of any action ordefense pursuant to this **Article VII**.

**7.4**            Enforcement of the PatentRights.

A.            If, pursuant tonotice under **Section 7.3** or otherwise, LICENSEE becomes aware of any activity on the part of any third party that involvesor may involve infringement or violation of the Patent Rights in the Territory, it shall have the right, but not the obligation, toinstitute, prosecute and control any legal proceeding to prevent or restrain such infringement.  In any such legal proceeding,LICENSOR shall, at LICENSEE’S expense, fully cooperate with LICENSEE, including without limitation, being joined as a partyto such action and, to the extent possible, having its employees testify when requested and making available relevant records,papers, information, samples, specimens, and the like.  In addition, LICENSOR shall use its commercially reasonable bestefforts to obtain the cooperation of the University.  LICENSEE shall inform LICENSOR as soon as commercially reasonable if itdecides not to bring any legal action pursuant to this **Section 7.4**.

B.            If LICENSEE initiatesand prosecutes any action under this **Section 7.4**, then all legal expenses (including court costs and attorneys' fees) shallbe borne by LICENSEE, and LICENSEE shall be entitled to first recover such expenses and lost royalties out of any judgment,settlement or compromise, and then LICENSOR shall be entitled to recover any royalty amounts lost pursuant to reductions under**Section 7.6(A)** of this Agreement, and the remainder shall be included as Net Sales for which royalties are due under**Section 4.4** of this Agreement.  If the judgment or settlement of any action taken by LICENSEE under this **Section7.4** is insufficient to cover LICENSEE’S expenses incurred in such action, then LICENSEE may recover the difference bydeducting such difference from Net Sales.

C.            If LICENSEE does not,within three (3) months after notice of actual or alleged patent infringement within the scope of LICENSEE'S license hereunder,commence action directed toward restraining or enjoiningsuch actual or alleged patent infringement, then LICENSOR may, at itsoption, take such legally permissible action as it deems necessary or appropriate to enforce the Patent Rights and restrain suchactual or alleged infringement.  If LICENSOR elects to take action pursuant to this **sub-Section 7.4(C)**,then:

(i)            all legal expenses(including court costs and attorneys' fees) shall be borne by LICENSOR, and LICENSOR shall be entitled to first recover suchexpenses and any royalty amounts lost pursuant to reductions under **Section 7.6(A)** of this Agreement out of any judgment,settlement or compromise, and the remainder shall be included as Net Sales for which royalties are due under **Section 4.4** ofthis Agreement; and

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(ii)            LICENSEE will fullycooperate therewith at LICENSOR'S expense and, to the extent possible, have its employees testify when requested and make availablerelevant records, papers, information, samples, specimens, and the like.

**7.5           **Defense of Third Party InfringementClaims.

A.            If, pursuant tonotice under **Section 7.3** or otherwise, LICENSEE becomes aware that the **Licensed Product** is infringing or is beingclaimed or threatening to infringe the rights of any third party, it shall have the right, but not the obligation, to control anydiscussions or legal proceedings directed against the **Licensed Product**.  In any such action, LICENSOR shall, atLICENSEE’S expense, fully cooperate with LICENSEE, including without limitation, being joined as a party to such action and,to the extent possible, having its employees testify when requested and making available relevant records, papers, information,samples, specimens, and the like.  In addition, LICENSOR shall use its commercially reasonable best efforts to obtain thecooperation of the University and any other third party licensor in connection with the defense of any **LicensedProduct**.

B.            If LICENSEE defendsany action under this **Section 7.5**, then all legal expenses (including court costs and attorneys' fees) shall be borne byLICENSEE, and LICENSEE shall be entitled to first recover such expenses out of any judgment, settlement or compromise, and theremainder shall be included as Net Sales for which royalties are due under **Section 4.4** of this Agreement.

C.            If LICENSOR is namedin any third party action regarding alleged infringement by the **Licensed Product** and LICENSEE has not taken action pursuantto **sub-Section 7.5(A)**, then LICENSEE shall, at LICENSOR’S expense, fully cooperate with LICENSOR, including withoutlimitation, being joined as a party to such action and, to the extent possible, having its employees testify when requested andmaking available relevant records, papers, information, samples, specimens, and the like.

D.            If LICENSOR defendsany action under **sub-Section 7.5(C)**, then all legal expenses (including court costs and attorneys' fees) shall be borne byLICENSOR, and LICENSOR shall be entitled to first recover such expenses out of any judgment, settlement or compromise, and theremainder shall be included as Net Sales for which royalties are due under **Section 4.4** of this Agreement.

**7.6           **Reduced Royalties.

A.            Under any actiontaken by LICENSOR or LICENSEE pursuant to **sub-Sections 7.4(A) and (C)**, respectively, to enforce the Patent Rights during anyalleged infringement by a third party, the Parties shall reduce prospectively **the royalties with respect to Net Sales of the**Licensed Product** (until such infringement****ceases or is sub-licensed from LICENSEE) toreflect the reduced value (if any) of LICENSEE'S license.  The amount, ifany, of this reduction shall be agreed upon by the Parties (pursuant toreasonable and good faith negotiation, or if the Parties cannot agree withinsixty (60) days, upon determination by binding arbitration**in accordance with **Article X** of this Agreement*).*

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B.            Under any actiontaken by a third party pursuant to **Section 7.5** regarding any alleged or actual infringement by the **Licensed Product**,the Parties shall reduce prospectively *the royalties with respect to Net Sales of the **Licensed Product**(until such third party action ceases, is settled or is subjected to a finaljudicial determination) to reflect the reduced value (if any) of LICENSEE'Slicense.  The amount, if any, of this reduction shall be agreed upon by theParties (pursuant to reasonable and good faith negotiation, or if the Partiescannot agree within sixty (60) days, upon determination by binding arbitration*in accordance with **Article X** of this Agreement*).*

C.            Upon a finaldetermination of the rights of the Parties regarding a proceeding brought under **Sections 7.4** or **7.5**, LICENSEE’Sroyalty payments to LICENSOR specified in **Section 4.4** of this Agreement shall be reduced by an amount equal toLICENSEE’S otherwise unrecovered damages, settlements, costs, losses, and other expenses (including, without limitation,attorneys' fees) incurred in connection with:  (i) third-party claims of infringement; (ii) acquisition of rights to necessarythird-party technology; (iii) enforcing and defending the patent rights licensed hereunder as and if authorized under thisAgreement; or (iv) *material* breach of this Agreement by LICENSOR, including without limitation, a breach of **Section 3.2.6** ofthis Agreement.*  The amount, if any, of this reduction shall be agreed upon by the Parties (pursuant to reasonable andgood faith negotiation, or if the Parties cannot agree within sixty (60) days, upon determination by binding arbitration*in accordance with **Article X** of this Agreement*).*

**ARTICLE VIII – CONFIDENTIALITY**

**8.1           **Confidentiality.

A.            Each Party agreesthat all Proprietary Information is confidential.  Except as expressly allowed in this Agreement, the receiving Party of anyProprietary Information will hold in confidence and not use or disclose any Proprietary Information of the disclosing Party andshall similarly bind its employees in writing.  The receiving*Party* shall not be obligated under this **Section8.1**:  (i) beyond five years after termination of this Agreement or (ii) with respect to information the receiving Partycan document:

(a)            is or has becomereadily publicly available through no fault of the receiving Party or its employees or agents; or

(b)            is received from athird party lawfully in possession of such information and lawfully empowered to disclose such information and providedthat the receiving Party abides by all restrictions imposed by such third party; or

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(c)            was rightfully inthe possession of the receiving Party prior to its disclosure by the other Party, providedthat the receiving Partyabides by all restrictions imposed on its possession of such information; or

(d)            was independentlydeveloped by employees or consultants of the receiving Party without access to such Proprietary Information; or

(e)            is required by lawto be disclosed, providedthat the disclosing Party informs the other Party without delay of any such requirement, inorder to allow such other Party to object to such disclosure and seek an appropriate protective order or similar protection priorto disclosure.

B.            Without limiting inany way either Party’s obligations under this Agreement, each Party agrees to use all methods to protect the other Party'srights with respect to the Proprietary Information as it uses to protect its own or any third party's confidential information orintellectual property rights.

C.            Notwithstandinganything to the contrary in this Agreement, the Parties acknowledge and agree that the University may use the Patent Rights withoutcharge in any manner whatsoever for research, scholarly publication, educational or other non-commercial use, subject to theprovisions set forth in Section 11.03 of the UBC Agreement.

**ARTICLE IX   - TERM AND TERMINATION**

**9.1      **Term.

The term of this Agreement shall extend until the later of either:  (a) the life ofthe last patent covering the **Licensed Product**, or (b) the end of the last Orphan Drug Designation Period for the **LicensedProduct**.

**9.2           **LICENSEE’S Rights ofTermination.

A.            LICENSEE may, at itsoption, terminate this Agreement at any time by providing LICENSOR written notice of such election to terminate.  Upontermination, LICENSEE shall promptly:

(i)            Cease making, havingmade, using, marketing, distributing and selling **Licensed Products**;

(ii)            Revoke allsub-licenses causing all sub-licensees to cease making, having made, using and selling **Licensed Products**; and

(iii)            Tender payment ofany accrued amounts owing under **Article IV** of this Agreement (amounts will only be considered accrued if the date theapplicable payment is due to be paid passes before LICENSEE gives notice of termination).   For the sake of clarity, LICENSEEshall not be obligated to make  any portion of the initial payment or any milestone payment unless this Agreement is in effecton the date such payment is due to be paid.

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B.            If LICENSEEterminates this Agreement in accordance with this **Section 9.2**, then:

(i)            LICENSEE shallexecute instruments necessary to convey to LICENSOR all rights exercised by LICENSEE in connection with the **Licensed Product**and shall transfer to LICENSOR all technology, know-how and data files relating to the **Licensed Product,** including transferor assignment of the IND for the **Licensed Product**; and

(ii)            LICENSEE shall notincur any liability whatsoever for any damage, loss or expenses of any kind suffered or incurred by LICENSOR (or for anycompensation to LICENSOR) arising from or incident to any termination of this Agreement, regardless of whether either Party isaware of any such damage, loss or expenses.

**9.3           **LICENSOR’S Rights ofTermination.

A.            LICENSOR mayterminate this Agreement in its entirety if LICENSEE experiences an Insolvency Event and such Insolvency Event is not cured ordismissed within one hundred and twenty (120) days.

B.            LICENSOR mayterminate this Agreement if LICENSEE breaches any material provision of this Agreement and fails to cure such breach within ninety(90) days of written notice describing the breach.  Subject to **Article X**, such termination pursuant to this**sub-Section 9.3(B)** shall become effective immediately unless (i) LICENSEE shall have cured any such breach or default priorto the expiration of such ninety (90) day period or (ii) with respect to any breach incapable of being fully cured within suchninety (90) day period, LICENSEE has within such ninety (90) day period made a substantial good-faith effort to cure any suchbreach and has submitted to LICENSOR a written plan for the complete and timely cure of such breach.

**9.4**            Insolvency of LICENSOR.

In the event that LICENSOR experiences an Insolvency Event and any trustee acting onbehalf of LICENSOR or its debtors rejects this Agreement, LICENSEE shall have the right to elect to retain its rights under thisAgreement upon written notification to said trustee of its intentions to do so.  All rights and licenses granted hereunderare, for all purposes of this Agreement, licenses of rights to intellectual property and may not be terminated upon an InsolvencyEvent without the express agreement of LICENSEE. 

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**9.5      **Effect of Termination.

**9.5.1           **Survival.

The following provisions shall survive the otherwise complete termination of thisAgreement: **Articles VIII, IX, X, XI, XII and XIII;** and **Section 6.1(D)**.  Additionally, nothing herein shall beconstrued to release either Party from any obligation that matured prior to the effective date of any termination of thisAgreement.  Remedies for breaches will also survive.

**9.5.2           **Return of ProprietaryInformation.

Each Party will promptly return all Proprietary Information of the other Party (and allcopies and abstracts thereof, except for one, which each Party may keep for record-keeping purposes) that it is not entitled to useunder the surviving terms of this Agreement.

**ARTICLEX  – ARBITRATION**

**10.1**     Scope, Governance and Enforcement.

Any and all claims, disputes or controversies arising under, out of, or in connection withthis Agreement (except as to issues relating to the validity, enforceability, or infringement of any patent contained in the PatentRights licensed hereunder), the Parties shall, as soon as practicable, confer in an attempt to resolve such claim, dispute orcontroversy.  Unless extended by the Parties, if within forty-five (45) days after the receipt of written notice of suchclaim, dispute or controversy, the Parties are unable to reach an agreement, such matter shall be resolved by final and bindingarbitration under the rules of the American Arbitration Association then in effect.  The arbitrators shall be chosen from alist approved by both Parties of individuals experienced with biotechnology products and licensing agreements.  Thearbitrators shall have no power to add to, subtract from, or modify any of the terms or conditions of this Agreement.  Anyaward rendered in such arbitration may be enforced by either Party in either U.S. or Canadian courts to whose jurisdiction for suchpurposes each Party hereby irrevocably consents and submits.

**10.2           **Disputes Regarding or Involving PatentRights.

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

B.            In the event that, inany arbitration proceeding, any issue shall arise concerning the validity, enforceability, or infringement of any patent containedin 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 ofobtaining or permitting either Party to obtain judicial resolution of such issues, unless an order staying the arbitrationproceeding shall be entered by a court of competent jurisdiction.  Neither Party shall raise any issue concerning thevalidity, enforceability or infringement of any patent contained in the Patent Rights licensed hereunder, in any proceeding toenforce any arbitration award hereunder, or in any proceeding otherwise arising out of any such arbitration award.

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**10.3**     Costs.

All costs and expenses related to the arbitration shall be borne proportionate to findingsof fault, as reasonably determined by the arbitration panel.

******ARTICLEXI****  – LIMITED LIABILITY**

EXCEPT FOR:  (i) A BREACH OF **ARTICLE VIII** OR **SECTIONS 3.2.6** or**3.2.7**; OR (ii) INDEMNIFICATION PURSUANT TO **SECTION 12.2**; OR (iii) ANY UNWARRANTED TERMINATION OF THIS AGREEMENT BYLICENSOR, NEITHER PARTY WILL BE LIABLE TO THE OTHER WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT,NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES, UNLESS STATEDOTHERWISE HEREIN.

******ARTICLEXII****  – DISCLAIMERS, INDEMNIFICATION AND INSURANCE**

**12.1**            Disclaimers.

EXCEPT AS EXPLICITLY WARRANTED IN THIS AGREEMENT, THE PARTIES DO NOT WARRANT THEMERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE **LICENSED PRODUCTS** OR THE PERFORMANCE THEREOF, DO NOT MAKE ANYWARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO **LICENSED PRODUCTS**, SPECIFICATIONS, SUPPORT, SERVICE OR ANYTHING ELSE AND DONOT MAKE ANY WARRANTY TO LICENSEE'S CUSTOMERS OR AGENTS.  THE PARTIES HAVE NOT AUTHORIZED ANYONE TO MAKE ANY REPRESENTATION ORWARRANTY OTHER THAN AS PROVIDED ABOVE.  THE FOREGOING LIMITATIONS OF WARRANTIES SHALL NOT IN ANY WAY LIMIT LICENSEE'S RIGHTSUNDER **SECTION 12.2** HEREOF.

**12.2****           **Indemnification and Liability.

A.            LICENSEE agrees to indemnify and hold harmless the Universityand LICENSOR and its officers, directors, shareholders, representatives, agents, employees, successors, and assigns from andagainst any and all suits, actions, demands, liabilities, damages, claims, costs, expenses and/or losses (including, withoutlimitation, reasonable attorney’s fees and disbursements) brought by a third party or that arise in connection with any claimbrought by a third party with respect to the **Licensed Product** or the costs of product recall("**Losses**")to the extent such Losses result from:

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(i)             LICENSEE’Sbreach of any of its representations and warranties made hereunder,

(ii)             LICENSEE’Sbreach of any of its covenants or obligations hereunder, or

(iii)             LICENSEE’Snegligence or willful misconduct.

B.             LICENSOR herebyagrees to indemnify and to hold harmless LICENSEE and any AFFILIATES and their respective officers, directors, shareholders,representatives, agents, employees, successors, and assigns from and against any and all Losses (as defined in **Sub-Section12.2(A)**) to the extent such Losses result from:

(i)             LICENSOR’Sbreach of any of its representations and warranties made hereunder,

(ii)             LICENSOR’Sbreach of any of its obligations or covenants hereunder, or

(iii)             LICENSOR’Snegligence or willful misconduct.

C.            Each Party shall giveprompt written notice to the other of any actual or threatened claim that might give rise to a claim for indemnificationhereunder.  If the facts giving rise to any indemnification hereunder shall involve any actual or threatened claim or demandby any third party against either Party (the **"Indemnitee"**), the Indemnitee shall give notice of such fact to theother Party against whom such claim for indemnification is or will be made (the **"Indemnitor"**).  The Indemnitorshall then be entitled (without prejudice to the right of the Indemnitee to participate as its own expense through counsel of itsown choosing) to defend at its own expense such claim in the name Indemnitee through any counsel of the Indemnitor’s ownchoosing, reasonably satisfactory to the Indemnitee, provided that the Indemnitor gives written notice of its intention todo so to the Indemnitee within thirty (30) days after receipt of the aforesaid notice from the Indemnitee.  Whether or not theIndemnitor chooses to so defend any such claim, the Parties shall cooperate in the defense thereof and shall furnish such records,information and testimony, and attend such conferences, discovery proceedings, hearings, trials and appeals, as may be reasonablyrequired in connection therewith.  No claim shall be settled for which any Indemnitor shall be liable without the writtenconsent of both the Indemnitor and the Indemnitee, which consent shall not be unreasonably withheld.

Insurance.

Each Party shall procure and maintain, during the term of this Agreement, publicliability, product liability, and errors and omissions insurance in reasonable amounts, with a reputable and financially secureinsurance carrier.  LICENSEE agrees to name the University as an insured party in its insurance policies required hereunderand to use its commercially reasonable best efforts to ensure that its insurance policies required hereunder contain a waiver ofsubrogation against the University, its Board of Governors, faculty, officers, employees, students and agents.

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**ARTICLE XIII - MISCELLANEOUSPROVISIONS**

**13.1           **Amendment and Waiver.

Except as otherwise expressly provided herein, any provision of this Agreement may beamended and the observance of any provision of this Agreement may be waived (either generally or in any particular instance andeither retroactively or prospectively) only with the written consent of the Parties.  The failure of either Party to enforceits rights under this Agreement at any time for any period shall not be construed as a waiver of such rights.

**13.2           **Governing Law and LegalActions.

This Agreement shall be governed by and construed under the laws of the State of New Yorkand the United States without regard to conflicts of laws provisions thereof.  In any action or proceeding to enforce rightsunder this Agreement, the prevailing Party shall be entitled to recover costs and reasonable attorneys' fees.

**13.3           **Headings.

Headings and captions are for convenience only and are not to be used in theinterpretation of this Agreement.

**13.4           **Notices.

Notices under this Agreement shall be sufficient only if: (i) personally delivered; (ii)delivered by a major commercial rapid delivery courier service; (iii) mailed by certified or registered mail, return receiptrequested; or (iv) delivered via confirmed facsimile to the applicable facsimile number designated for each Party on the signaturepage of this Agreement or as amended by notice pursuant to this **Section****13.4**.  In the event that notice is givenpursuant to sub-sections (i), (ii) or (iii) of this paragraph, in each case such notice shall be given to a Party at its addressfirst set forth herein or as amended by notice pursuant to this subsection.  All notices under this Agreement shall bedirected to the attention of the Chief Executive Officer of the receiving Party.  Notice by mail shall be deemed deliveredfive (5) days after deposit in the U.S. mails, if not received sooner.

**13.5    **Entire Agreement.

This Agreement supersedes all proposals, oral or written, all negotiations, conversations,or discussions between or among the Parties relating to the subject matter of this Agreement and all past dealings or industrycustom.

**13.6           **Severability.

If any provision of this Agreement is held to be illegal or unenforceable, that provisionshall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force andeffect and enforceable.

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**13.7    **Basis of Bargain.

Each Party recognizes and agrees that the warranty disclaimers and liability and remedylimitations in this Agreement are materially bargained for bases of this Agreement and that they have been taken into account andreflected in determining the consideration to be given by each Party under this Agreement and in the decision by each Party toenter into this Agreement.

**13.8           **Relationship of Parties.

The Parties hereto expressly understand and agree that the other is an independentcontractor in the performance of each and every part of this Agreement and is solely responsible for all of its employees andagents and its labor costs and expenses arising in connection therewith.

**13.9           **Assignment.

This Agreement and the rights and duties appertaining hereto may not be assigned by eitherParty without first obtaining the written consent of the other.  Any such purported assignment, without the written consent ofthe other Party, shall be null and of no effect.  Notwithstanding the foregoing, either Party may without consent:  (i)assign this Agreement to a merging or consolidating corporation, or acquirer of substantially all of such Party’s assets orbusinesses relating to this Agreement and/or pursuant to any reorganization qualifying under section 368 of the Internal RevenueCode of 1986 as amended, as may be in effect at such time,and (ii) assign this Agreement to anAFFILIATE. 

**13.10           **Publicity and PressReleases.

Except to the extent necessary under applicable laws or for ordinary marketing purposes,the Parties agree that no press releases or other publicity relating to the substance of the matters contained herein will be madewithout joint approval.   If either Party shall desire (or believes it is obligated) to issue a press release announcingthis Agreement, the other Party shall reasonably cooperate to ensure a timely release.

**13.11  **Force Majeure.

No liability or loss of rights hereunder shall result to either Party from delay orfailure in performance (other than payment) caused by force majeure, that is, circumstances beyond the reasonable control of theParty affected thereby, including, without limitation, acts of God, fire, flood, war, terrorism, government action, strikes,lockouts or other serious labor disputes.

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**13.12           **Counterparts.

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

 

 

 

 

 

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**IN WITNESS WHEREOF,** the Parties hereto have executed thisAgreement by proper persons thereunto duly authorized.
 PRESCIENT NEUROPHARMA INC.
 

By:      /s/ AnthonyGiovinazzo           

Name:   AnthonyGiovinazzo           

Title:     President andCEO           

Facsimile:    (416)674-8060           

 

 

AOI PHARMACEUTICALS, INC.

By:        /s/ Michael S.Weiss           

Name:      Michael S.Weiss           

Title:        Chairman and Chief ExecutiveOfficer

Facsimile:     (212)531-5961