Exhibit 10.6

                                LICENSE AGREEMENT

      This  License  Agreement  (hereinafter  referred to as this  "Agreement"),
effective as of February 15, 2002 (the "Effective Date"), is entered into by and
between   Oleoyl-Estrone   Developments   SL  (the   "Licensor")  and  Manhattan
Pharmaceuticals,  Inc., a corporation duly organized and existing under the laws
of the State of Delaware (the "Company").

      WHEREAS, the Licensor is the owner of the intellectual  property set forth
in Appendix I hereto which is based on inventions and  confidential  information
discovered at the University of Barcelona (the "University") relating to the use
of fatty  acid  monoesters  of  estrone  for the  treatment  of  obesity  and/or
overweight (the "Invention"); and

      WHEREAS,  the Licensor may  discover or develop,  or acquire  ownership of
pursuant to a Contract  Research  Agreement  dated  December 15,  2001,  between
Licensor,  Dr. Maria Alemany and the  University  (the  "University  Contract"),
additional  intellectual  property,  technical information or proprietary rights
which may be subject to the terms of this Agreement; and

      WHEREAS,  the  Licensor  desires to grant to the  Company  and the Company
desires to obtain a license to the Invention and to further developments thereto
upon the terms and subject to the conditions hereinafter set forth.

      NOW, THEREFORE, it is agreed as follows:


                                       1
<PAGE>

                             ARTICLE 1 - DEFINITIONS
                             -----------------------

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

      1.1 The "Company" shall mean Manhattan  Pharmaceuticals,  Inc., a Delaware
corporation.

      1.2  "Affiliate"  shall mean,  with respect to any Entity (as  hereinafter
defined),  any Entity that directly or indirectly controls, is controlled by, or
is under common control with such Entity.

            1.2.1 "Control" shall mean, for this purpose, the direct or indirect
control of more than fifty percent  (50%) of the voting  securities of an Entity
or, if such Entity does not have outstanding voting securities, more than 50% of
the directorships or similar positions with respect to such Entity.

            1.2.2  "Entity"  shall  mean  any  corporation,  association,  joint
venture,  partnership,  limited liability company, trust, university,  business,
individual, government or political subdivision thereof, including an agency, or
any other organization that can exercise independent legal standing.

      1.3 "Patent Rights" shall mean:

            1.3.1 all U.S. and foreign patents and patent applications set forth
in Appendix I;

            1.3.2 Any other United States  and/or  foreign  patent  applications
and/or  patents  together with any and all patents  issuing  thereon,  including
parent   patents,   continuation,   divisionals   and   re-issue   applications,
re-examinations and  continuation-in-part  applications and any United States or
foreign patents granted upon such applications, based upon any Improvements, any
and all of which shall be deemed added to Appendix I;


                                       2
<PAGE>

            1.3.3  Any   later-filed   United  States  and/or   foreign   patent
applications based on the patent  applications and/or patents listed in Appendix
I, or corresponding thereto, including any continuations, continuations-in-part,
divisional, reissues, reexaminations, or extensions thereof;

            1.3.4 Any United States and/or foreign  patents  issuing from any of
the foregoing; and 1.3.5 Any United States and/or foreign trademark applications
filed by or on behalf of the Licensor related to the Invention.

      1.4  "Know-how"  shall  mean all  tangible  information  (other  than that
contained in the Patent  Rights)  whether  patentable  or not (but which has not
been patented) and physical  objects related to the Invention or to the Licensed
Product,  including but not limited to formulations,  materials,  data, drawings
and sketches,  designs,  testing and test results,  regulatory  information of a
like  nature,  owned  by  any of  the  Licensor  as of  the  Effective  Date  or
subsequently  generated  or  acquired  by the  Licensor  during the term of this
Agreement,  which the  Licensor  has the right to  disclose  and  license to the
Company, and which arose in Dr. Alemany's,  Dr. Xavier Remesar's and Dr. Jose A.
Fernandez' respective laboratory under one or all of their direction.

      1.5 "Licensed Product(s)" shall mean:

            1.5.1 Any product that is covered in whole or in part by a valid and
unexpired  claim  contained  in the  Patent  Rights in the  country in which the
product is made, used, leased or sold;


                                       3
<PAGE>

            1.5.2 Any  product  which is used  according  to a method,  which is
covered in whole or in part by a valid and  unexpired  claim,  contained  in the
Patent Rights in the country in which the method is used.

      1.6 "Improvements"  means any inventions or improvements to the Invention,
in each  case,  within  the  scope of one or more  claims  of any of the  Patent
Rights,  acquired,  created  or made by the  Licensor  during  the  term of this
Agreement and which arose in Dr. Alemany's, Dr. Xavier Remesar's and Dr. Jose A.
Fernandez' respective laboratory under one or all of their direction.

                                ARTICLE 2 - GRANT
                                -----------------

      2.1 The Licensor  hereby grants to the Company,  and the Company  accepts,
subject to the terms and conditions of this  Agreement,  a worldwide  license in
all  fields of use to  practice  under the  Patent  Rights  and to  utilize  the
Know-how,  to make, have made, use, lease and/or sell the Licensed Products,  to
the full end of the term for which the Patent Rights are granted,  unless sooner
terminated as hereinafter provided.

      2.2 Notwithstanding  any other provision contained in this Agreement,  the
Licensor retains an irrevocable,  non-exclusive,  royalty-free  right to use the
technology,  ideas and  enhancements  reflected  in the  Patent  Rights  and the
Know-how solely for its internal, non-commercial use.

      2.3 The  Licensor  owns the  Patent  Rights,  free and clear of all liens,
charges,   encumbrances  or  other  restrictions  or  limitations  of  any  kind
whatsoever and, to the Licensor's  knowledge and belief,  there are no licenses,
options,  restrictions,  liens,  rights  of  third  parties,  disputes,  royalty
obligations,  proceedings  or claims  relating  to,  affecting,  or limiting its
rights or the rights of the Company  under this  Agreement  with  respect to, or
which may lead to a claim of infringement or invalidity  regarding,  any part or
all of the Patent Rights and their use as contemplated in the underlying  patent
applications as presently drafted.


                                       4
<PAGE>

      2.4 Prior to execution of this Agreement,  the Licensor has made available
to the Company a fully executed copy of the  Declaration  of Assignment  between
the Licensor and the  University (a copy of which is attached  hereto as Exhibit
2.4) granting the Licensor  exclusive,  absolute,  irrevocable  right, title and
interest to practice the rights  granted  thereunder  together with the right to
grant the  license  granted  to the  Company  hereunder.  The  Licensor  further
represents  to the  Company  that it  requires  no consent  from any third party
(including without limitations,  the University,  the Licensor's stockholders to
any  governmental  agency) to grant to the Company the rights granted  hereunder
and that it has made all  regulatory  filings  required  in order to secure  the
rights granted under the  Declaration of Assignment,  including  filing with the
Commercial Registry..

      2.5 To the Licensor's  knowledge and belief 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 the underlying  patent
applications as presently drafted.

      2.6 The Licensor has disclosed  certain  information to the Company or its
Affiliates  subject to the terms of the  Confidentiality  Agreement entered into
prior to the  execution  of this  Agreement,  which,  to  Licensor's  knowledge,
constitutes  all material  information in Licensor"  possession  relating to the
Invention.

      2.7 The Licensor  grants to the Company the right to grant  sublicenses to
third-parties under the license granted hereunder,  subject,  solely in the case
of a sublicense to an Affiliate of the Company,  to the prior written consent of
the Licensor which will not be unreasonably withheld. In


                                       5
<PAGE>

order to enable the Licensor to make a determination regarding any such proposed
sublicense  that is subject to Licensor's  consent  pursuant to the  immediately
preceding  sentence,  the Company shall give the Licensor  prior written  notice
thereof, such notice to be accompanied by the proposed sublicense agreement,  if
available, or, if such agreement is not then available, by a description setting
forth in reasonable  detail,  the identity of the proposed  sublicensee  and the
terms and  conditions  of such  sublicense.  The Licensor  shall  respond to any
request for consent by the  Company  within  fourteen  (14) days  following  the
Licensor's  receipt of the Company's  notice and accompanying  information.  The
failure by Licensor  timely to respond to any such request for consent  shall be
deemed to  constitute  Licensor's  consent to the  sublicense  described  in the
Company's  notice.  The Company  shall remain  responsible  for the  performance
hereunder by its sublicensees.

            2.7.1  Within  30  days  after  execution  or  receipt  thereof,  as
applicable,  the  Company  shall  provide  the  Licensor  with  a copy  of  each
sublicense issued hereunder.

            2.7.2 Upon termination of this Agreement other than by expiration in
accordance  with  paragraph  7.7 or as a result of a breach of Section 3 hereof,
any and all  sublicenses  shall survive such  termination  provided that (a) the
sublicensee is not in default as of the date of termination and (b) the Licensor
shall be entitled to receive all  royalties  and other  payments  payable by the
sublicensee  to the Company in respect of such  sublicense  for all periods from
and after the date on which this  Agreement  terminates and shall be entitled to
enforce  the  provisions  of such  sublicense  against  the  sublicensee  and to
exercise the remedies of the Company  thereunder fully and to the same extent as
if the Licensor  were the original  sublicensor  thereunder.  The Company  shall
cause each  sublicense  it enters into  hereunder  to contain a provision to the
effect set forth in this Section 2.7.2


                                       6
<PAGE>

            2.7.3 The Company's  right to sublicense  hereunder shall be subject
to the Company obtaining the sublicensee's agreement to be bound by the terms of
this  Agreement  directly or indirectly  applicable to  sublicensees,  including
without  limitation,   confidentiality  and  indemnitifcation  of  the  Licensor
(provided  that  such  agreement  shall  not  relieve  the  Company  of its  own
obligations under this Agreement).

      2.8 Licensor agrees that it will promptly disclose to the Company,  or any
persons designated by the Company,  all Improvements and Know-how acquired by it
during the term of this  Agreement,  which  Improvements  and Know-how  shall be
owned by Licensor and licensed to the Company  pursuant to this  Agreement.  The
Licensor  further  agrees to assist the Company in every  proper way (but at the
Company's  expense) to obtain and from time to time enforce patents,  copyrights
or other rights on any such  Improvements in any and all countries,  and to that
end the Licensor will execute all documents necessary:

            2.8.1  to apply  for,  obtain  and vest in the name of the  Licensor
letters  patent,  copyrights  or  other  analogous  protection  in  any  country
throughout  the world and when so  obtained  or vested to renew and  restore the
same, all of which shall be subject to the license granted hereby; and

            2.8.2 to  defend  any  opposition  proceedings  in  respect  of such
applications  and any opposition  proceedings or petitions or  applications  for
revocation of such letters patent, copyright or other analogous protection.

                            ARTICLE 3 - DUE DILIGENCE
                            -------------------------

The Company  shall use its  commercially  reasonable  efforts to bring  Licensed
Products  to market  through a  thorough,  vigorous  and  diligent  program  for
exploitation  of the Patent  Rights and Know-how and continue  active,  diligent
marketing efforts for Licensed Products throughout the life of this Agreement.


                                       7
<PAGE>

Schedule B hereto  contains the Company's good faith  estimates of the timing of
the  initial  phases of the  exploitation  of the Patent  Rights  and  Know-how,
although the parties  acknowledge and agree that such estimates are based on the
Company's  current  plans  and will be  subject  to  change  based  upon  actual
pre-clinical  and  clinical  testing  results and other  factors  outside of the
Company's  control.  The Company will deliver to the Licensor written status and
progress reports,  or hold meetings with the Licensor,  concerning the status of
such  exploitation  and  marketing  efforts,  upon the  written  request  of the
Licensor, which reports or meetings may be requested no more than quarterly. The
Licensor  may also request  oral or informal  information  from the Company with
respect to such matters from time to time.

                    ARTICLE 4 - EQUITY AND MILESTONE PAYMENTS
                    -----------------------------------------

      4.1  On the  Effective  Date,  (i)  upon  execution  and  delivery  of the
Stockholders  Agreement (as  hereinafter  defined) by the parties  thereto,  the
Company  shall issue to the  Licensor a number of shares of common  stock of the
Company,  par value $.001 per share ("Common Stock") representing twenty percent
(20%)  of the  outstanding  shares  of  Common  Stock of the  Company  as of the
Effective Date; (ii) the Company, the Licensor and the principal  stockholder of
the Company  shall  execute and deliver a  Stockholders'  Agreement  containing,
among other things,  certain rights and obligations relating to the ownership of
the Common Stock by the Licensor (the "Stockholders  Agreement");  and (iii) the
Company  and the  Licensor  shall  execute and  deliver a  Consulting  Agreement
pursuant to which the Licensor  will  provide the  services of the  Inventors to
consult with the Company, upon the terms and conditions set forth therein.

      4.2 The Company shall pay to the Licensor the following cash payments:

            4.2.1 $175,000 upon execution of this Agreement;


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<PAGE>

            4.2.2  $250,000 upon the treatment of the first patient in a phase I
clinical trial under a Company  sponsored  Investigational  New Drug Application
("IND");

            4.2.3 $250,000 upon the treatment of the first patient in a phase II
clinical trial under a Company sponsored IND;

            4.2.4  $750,000  upon the first  successful  completion of a Company
sponsored phase II clinical trial under a Company sponsored IND;

            4.2.5 $2,000,000 upon the first  successful  completion of a Company
sponsored phase III clinical trial under a Company-sponsored IND;

            4.2.6 $6,000,000 upon the first final approval of the first New Drug
Application ("NDA") for the first Licensed Product by the United States Food and
Drug Administration (the "FDA");

      4.3 All  payments  pursuant to  paragraph  4.2 above shall  become due and
payable within 30 days after achievement of the indicated milestone. The Company
shall give the Licensor prompt notice of the  achievement,  if any, of each such
milestone.

      4.4 All payments shall be made in U.S. dollars.  Payments shall be made by
wire transfer of funds to an account designated in writing by the Licensor.

                         ARTICLE 5 - REPORTS AND RECORDS
                         -------------------------------

      5.1 Within  sixty  (60) days from the end of each  calendar  quarter,  the
Company shall deliver to the Licensor complete and accurate reports, giving such
particulars  of the  business  conducted  by the  Company  during the  preceding
quarter  under this License  Agreement  as shall be  pertinent to the  Licensor.
These shall include at least the following:

            5.1.1 Names and addresses of all  sublicensees and Affiliates of the
Company.


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<PAGE>

            5.1.2 A copy of any  report,  which is in  substance  similar to the
report  required by this  Article 5,  received  from any  sublicensee  and other
documents received from any sublicensee as the Licensor may reasonably request.

      5.2 The Licensor agrees to hold in confidence each report delivered by the
Company  pursuant to this  Article 5 until the  termination  of this  Agreement.
Notwithstanding  the foregoing,  the Licensor may disclose any such  information
required  to  be  disclosed   pursuant  to  any  judicial,   administrative   or
governmental request, subpoena, requirement or order, provided that the Licensor
takes  reasonable  steps to provide the Company with the  opportunity to contest
such request, subpoena, requirement or order.

                 ARTICLE 6 - PATENT PROSECUTION AND MAINTENANCE
                 ----------------------------------------------

      6.1 The Company, at its sole cost and expense,  shall diligently prosecute
and  maintain  the Patent  Rights as set forth in Appendix I hereto (as the same
may be  amended  or  supplemented  from  time to time  after  the date  hereof),
including,   but  not  limited  to,  the  filing  of  patent   applications  for
Improvements,  utilizing such patent  counsel as may be mutually  agreed upon by
the parties  hereto.  The Company  agrees to keep the Licensor  reasonably  well
informed  with  respect  to the status and  progress  of any such  applications,
prosecutions and maintenance  activities  including and to consult in good faith
with the  Licensor and take into  account the  Licensor's  comments and requests
with respect thereto.  Both parties agree to provide  reasonable  cooperation to
each other to facilitate the application and prosecution of patents  pursuant to
this Agreement.

      6.2 The  Company  may,  in its  discretion,  elect to  abandon  any patent
application or issued patent  comprising  the Patent  Rights,  in which case the
Company shall make no further use of such Patent Rights and such rights


                                       10
<PAGE>

shall revert to the Licensor.  Prior to any such abandonment,  the Company shall
give the Licensor at least 60 days notice and a reasonable  opportunity  to take
over  prosecution of such Patent Rights.  In such event, the Licensor shall have
the right, but not the obligation,  to commence or continue such prosecution and
to maintain any such Patent  Rights under its own control and at its expense and
the Company  shall then make no further use of any such Patent  Rights and shall
have no royalty or other  obligation  to the Licensor in respect of any Licensed
Products,  the  manufacture,  use or sale of which  is  covered  by a valid  and
unexpired  claim of such Patent Rights.  The Company agrees to cooperate in such
activities,  including execution of any assignments or other documents necessary
to enable the Licensor to obtain and retain sole  ownership  and control of such
Patent Rights.

                             ARTICLE 7 - TERMINATION
                             -----------------------

      7.1 If the  Company  shall  become  bankrupt,  or shall file a petition in
bankruptcy,  or if the business of the Company shall be placed in the hands of a
receiver,  assignee  or trustee  for the  benefit of  creditors,  whether by the
voluntary  act of  the  Company  or  otherwise,  this  License  Agreement  shall
automatically terminate.

      7.2 In the event that the Company fails to make payment to the Licensor of
amounts  due in  accordance  with  the  terms  of this  Agreement  or any  other
agreement  between the Licensor and the Company,  provided  such failure to make
payment is not as a result of a bona fide  dispute  between the Licensor and the
Company,  the Licensor shall have the right to terminate this License  Agreement
within  thirty  (30) days after  giving said  notice of  termination  unless the
Company shall pay to the Licensor,  within the 30-day  period,  all such amounts
due and payable (together with interest thereon until receipt of payment in full
at a rate equal to 10% per annum).  Subject to Article 8, upon the expiration of
the 30-day  period,  if the Company shall not have paid all such amounts due and
payable,  the rights,  privileges and license  granted  hereunder  shall, at the
option of the Licensor, immediately terminate.


                                       11
<PAGE>

      7.3 Upon any material  breach or default of this License  Agreement by the
Company,  other than as set forth in  Paragraphs  7.1 and 7.2  hereinabove,  the
Licensor  shall  have the right to  terminate  this  Agreement  and the  rights,
privileges and license  granted  hereunder upon giving sixty (60) days notice to
the Company.  Such  termination  shall become effective  immediately  unless the
Company shall have cured any such breach or default  prior to the  expiration of
the sixty (60) day period referred to above.

      7.4 The  Company  shall  have  the  right at any  time to  terminate  this
Agreement  in whole or as to any  portion of the Patent  Rights by giving  sixty
(60) days notice thereof in writing to the Licensor.

      7.5 If the University  Contract shall cease to be in full force and effect
or the Licensor and the University  enter into any amendment or  modification of
the  University  Contract  that  adversely  affects  the  rights of the  Company
hereunder  (each, an "Adverse  Condition"),  the Company shall have the right to
terminate  this  Agreement  upon thirty (30) days notice to the  Licensor.  Such
termination  shall become effective  immediately  unless such Adverse  Condition
shall have been cured prior to the expiration of such thirty (30) day period.

      7.6 Upon  termination  of this  Agreement for any reason,  nothing  herein
shall be construed  to release  either  party from any  obligation  that matured
prior to the effective date of such termination or obligations under Articles 5,
8, 9, 10, 15 and 16. The Company and/or any sublicensee thereof may, however, at
any time after the  effective  date of such  termination  and  continuing  for a
period not to exceed  six (6) months  thereafter,  sell all  completed  Licensed
Products, and any Licensed Products in the process of manufacture at the time of
such  termination,  and sell the same,  provided  that the Company  shall pay or
cause to be paid to the Licensor the royalties  thereon as required by Article 4
of this License  Agreement  and shall  submit the reports  required by Article 5
hereof on the sales of Licensed Products.


                                       12
<PAGE>

      7.7 If not terminated  sooner,  this Agreement shall terminate on the date
of the last to expire claim contained in the Patent Rights.

      7.8 Upon termination of this Agreement, except pursuant to 7.7 hereof, the
Company shall have no further  rights to the Patent Rights and Know-how  granted
hereunder, and shall make no further use thereof, including the manufacture, use
or sale of Licensed Products, except as otherwise set forth herein.

      7.9 Upon  termination of this  Agreement,  the Company agrees to cooperate
fully with the Licensor or its respective  nominees:  (i) to take whatever steps
are reasonably  necessary and appropriate to effect reversion to the Licensor of
all rights to the Patent Rights and Know How in all relevant countries; and (ii)
to transfer, or to hand over, to the Licensor or such nominees,  all information
obtained by the Licensor in  connection  with the  exploitation  of the Licensed
Patents and Know How and/or  marketing of Licensed  Products  during the term of
this Agreement,  including  information derived in any pre-clinical and clinical
trials, and all regulatory filings,  health  registrations and sales permissions
regarding  Licensed Products in all countries in which such regulatory  filings,
health  registrations  or sales  permissions  have been  obtained  with  respect
thereto.

                             ARTICLE 8 - ARBITRATION
                             -----------------------

      8.1 Any  dispute  arising  from or  relating  to this  Agreement  shall be
determined  before a tribunal of three (3)  arbitrators in New York, New York in
accordance with the rules of the American Arbitration Association.  The Licensor
shall select one  arbitrator;  the Company shall select one  arbitrator  and the
third  arbitrator  shall be  selected  by  mutual  agreement  of the  first  two
arbitrators.


                                       13
<PAGE>

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

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

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


                                       14
<PAGE>

                   ARTICLE 9 - INFRINGEMENT AND OTHER ACTIONS
                   ------------------------------------------

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

      9.2 During the term of this  Agreement,  the Company shall have the right,
but not the  obligation,  to  prosecute  and/or  defend,  at its own expense and
utilizing  counsel of its choice,  any infringement of, and/or challenge to, the
Patent Rights. In furtherance of such right, the Licensor hereby agrees that the
Company may join the  Licensor as a party in any such suit,  without  expense to
the  Licensor.  No  settlement,   consent  judgment  or  other  voluntary  final
disposition  of any such suit  which  would  adversely  affect the rights of the
Licensor may be entered into without the consent of the Licensor,  which consent
shall not be  unreasonably  withheld.  The Company shall  indemnify and hold the
Licensor harmless against any costs,  expenses or liability that may be found or
assessed  against the  Licensor in any such suit other than  resulting  from the
Licensor's gross negligence, recklessness or willful misconduct.

      9.3 In the event that a claim or suit is asserted  or brought  against the
Company  alleging that the  manufacture  or sale of any Licensed  Product by the
Company,  an Affiliate of the Company,  or any  sublicensee,  or the use of such
Licensed Product by any customer of any of the foregoing,  infringes proprietary
rights of a third party,  the Company shall give written  notice  thereof to the
Licensor. The Company may, in its sole discretion,  modify such Licensed Product
to avoid such infringement and/or may settle on terms that it deems advisable in
its sole discretion, subject to paragraph 9.2. Otherwise, the Company shall have
the right,  but not the  obligation,  to defend  any such claim or suit.  In the
event the Company  elects not to defend such suit,  the Licensor  shall have the
right, but not the obligation to do so at its sole expense.


                                       15
<PAGE>

      9.4 Any  recovery of damages by the  Company,  in any such suit brought by
the Company, shall be applied first in satisfaction of any unreimbursed expenses
and legal fees of the Company  relating to the suit. The balance  remaining from
any such  recovery  shall be shared 80% to the Company and 20% to the  Licensor.
Any  recovery  of  damages  by the  Licensor,  in any such suit  brought  by the
Licensor, shall be applied first in satisfaction of any unreimbursed expense and
legal fees of the Licensor relating to such suit. The balance remaining from any
such recovery shall be shared 80% to the Licensor and 20% to the Company.

      9.5 If  within  six (6)  months  after  receiving  notice  of any  alleged
infringement, the Company shall have been unsuccessful in persuading the alleged
infringer  to  desist,  or shall not have  brought  and shall not be  diligently
prosecuting an infringement action, or if the Company shall notify the Licensor,
at any time  prior  thereto,  of its  intention  not to bring suit  against  the
alleged  infringer,  then, and in those events only, the Licensor shall have the
right,  but not the obligation,  to prosecute,  at its own expense and utilizing
counsel of its choice,  any infringement of the Patent Rights,  and the Licensor
may, for such purposes, join the Company as a party plaintiff. The total cost of
any such infringement  action commenced solely by the Licensor shall be borne by
the  Licensor  and  the  Licensor   shall  keep  any  recovery  or  damages  for
infringement or otherwise  derived therefrom and such shall not be applicable to
any payment obligation of the Company.

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


                                       16
<PAGE>

                 ARTICLE 10 - LIMITATION OF LIABILITY, INDEMNITY
                 -----------------------------------------------

      10.1 The Licensor, by this License Agreement,  makes no representations or
warranties as to the validity and/or breadth of the inventions  contained in the
Patent Rights and the Company so  acknowledges.  The  Licensor,  by this License
Agreement,  makes no  representations  or  warranties  as to patents now held or
which  will be held by  others  in the  field  of the  Licensed  Products  for a
particular purpose.

      10.2 EXCEPT AS MAY BE  EXPRESSLY  PROVIDED  HEREIN,  THE  LICENSORS DO NOT
MAKE, AND EXPRESSLY DISCLAIM ANY WARRANTIES,  EITHER EXPRESS OR IMPLIED, ORAL OR
WRITTEN, AS TO ANY MATTER WHATSOEVER, INCLUDING MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE.

      10.3 The  Company  agrees  to  defend,  indemnify  and hold  harmless  the
Licensor, its affiliates, directors, employees and officers from and against all
liability, demands, damages, including without limitation, reasonable legal fees
and expenses and losses  including death,  personal injury,  illness or property
damage arising directly or indirectly:  (a) out of the use by the Company or its
transferees of inventions  licensed or information  furnished under this License
Agreement or (b) out of any testing,  use,  manufacture,  import,  sale or other
disposition  by the Company or its  transferees  of Patent  Rights,  Know-how or
Licensed Products, in each case which are not the result of the Licensor's gross
negligence or willful misconduct.

      10.4 Subject to the Stockholders  Agreement,  prior to entering into human
clinical trials for a proposed Licensed Product,  the Company shall purchase and
maintain,  at its own  expense,  during  the term of this  Agreement,  and for a
minimum of two (2) years following the expiration,


                                       17
<PAGE>

termination or cancellation of this Agreement,  a product  liability policy from
an  insurance  company or companies  reasonably  satisfactory  to the  Licensor.
During any clinical development of Licensed Product,  such coverage shall be for
at least  $2,000,000 per occurrence.  Promptly upon  commercial  introduction of
Licensed Product,  the parties shall negotiate in good faith an increase in such
coverage. The insurance policy relating to such coverage shall name the Licensor
as an additional insured by way of endorsement or otherwise as its interests may
appear.  Within thirty (30) days following the Effective Date, the Company shall
cause to be delivered to the Licensor an insurance  certificate  evidencing  the
insurance  coverage  required by this Section 10.4.  Such insurance  certificate
shall name the Licensor as an additional insured as its interests may appear.

                             ARTICLE 11 - ASSIGNMENT
                             -----------------------

      This  Agreement and the rights and duties  appertaining  hereto may not be
assigned by either party  without  first  obtaining  the written  consent of the
other, which consent shall not be unreasonably withheld; or by the Company to an
Affiliate  Any such  purported  assignment,  without the written  consent of the
other party, shall be null and of no effect.  Notwithstanding the foregoing, the
Company  may assign  this  Agreement  (i)  subject to clause  (ii)  below,  to a
purchaser,  merging or consolidating  corporation,  or acquiror of substantially
all of the Company's  assets or business and/or  pursuant to any  reorganization
qualifying under section 368 of the Internal Revenue Code of 1986 as amended, as
may be in effect at such time, or (ii) to an Affiliate of the Company subject to
the consent of the Licensor which consent shall not be unreasonably withheld. In
order to  enable  the  Licensor  or the  Company,  as the case may be, to make a
determination  regarding  any such  proposed  assignment  that is subject to the
other party's consent pursuant to this paragraph, the party seeking such consent
shall give the other  party  prior  written  notice  thereof,  such notice to be
accompanied  by the proposed  assignment  agreement,  if available,  or, if such
agreement is not then available, by a description setting


                                       18
<PAGE>

forth in reasonable  detail, the identity of the proposed assignee and the terms
and  conditions  of such  assignment.  The party  entitled  to  consent  to such
assignment  shall  respond to any request for consent by the other party  within
fourteen (14) days following such party's  receipt of the applicable  notice and
accompanying  information.  The  failure of such party  timely to respond to any
such request for consent shall be deemed a consent to the  assignment  described
in the other party's request.

                    ARTICLE 12 - PAYMENT OF FEES AND EXPENSES
                    -----------------------------------------

      Each of the Company and the Licensor  shall be  responsible  for their own
expenses  relating to the preparation and consummation of this Agreement and the
agreements and transactions contemplated hereby.

                    ARTICLE 13 - USE OF NAMES AND PUBLICATION
                    -----------------------------------------

      13.1 Nothing  contained in this  Agreement  shall be construed as granting
any right to the Company or its Affiliates to use in advertising,  publicity, or
other  promotional  activities  any  name,  trade  name,  trademark,   or  other
designation  of  the  Licensor  or  any of  its  units  (including  contraction,
abbreviation or simulation of any of the foregoing)  without the prior,  written
consent of the Licensor;  provided,  however, that the Licensor acknowledges and
agrees that the Company  may use the name of the  Licensor in various  documents
used by the Company for capital raising and financing without such prior written
consent  where the use of such names may be required by law. The Company  agrees
to  promptly  provide  the  Licensor  with a copy of any  documents  used by the
Company, which contain the name of the Licensor.

      13.2  Nothing  herein  shall be  deemed to  establish  a  relationship  of
principal  and agent  between the  Licensor  and the  Company,  nor any of their
agents or employees for any purpose whatsoever. This Agreement


                                       19
<PAGE>

shall not be  construed as creating a  partnership  between the Licensor and the
Company,  or as creating  any other form of legal  association  or  arrangement,
which would impose liability upon one party for the act or failure to act of the
other party.

      13.3  Notwithstanding  the  provisions of Article 15 hereof,  in the event
that the  Licensor  desires to publish or  disclose,  by written,  oral or other
presentation,  Know-how,  Patent  Rights,  or any material  information  related
thereto then the Licensor shall notify the Company in writing by facsimile where
confirmed by the receiving party, and/or by certified or registered mail (return
receipt  requested)  of its  intention  at least  sixty  (60) days  prior to any
speech,  lecture or other oral  presentation and at least sixty (60) days before
any written or other publication or disclosure.  The Licensor shall include with
such notice a description of any proposed oral  presentation or, in any proposed
written or other  disclosure,  a current  draft of such  proposed  disclosure or
abstract.  The Company may request that the  Licensor,  no later than sixty (60)
days following the receipt of such notice, delay such presentation,  publication
or  disclosure  in order to enable the  Company to file,  or have filed on their
behalf,  a  patent   application,   copyright  or  other   appropriate  form  of
intellectual  property  protection related to the information to be disclosed or
request  that the  Licensor  does so. Upon receipt of such request to delay such
presentation,  publication or disclosure, the Licensor shall arrange for a delay
of such  presentation,  publication or disclosure until such time as the Company
or the  Licensor  has  filed,  or has  had  filed  on its  behalf,  such  patent
application,  copyright  or  other  appropriate  form of  intellectual  property
protection in form and in substance  reasonably  satisfactory to the Company and
the Licensor.  This delay will not exceed thirty (30) days. If the Licensor does
not timely receive any such request from the Company to delay such presentation,
publication   or   disclosure,   the  Licensor  may  submit  such  material  for
presentation, publication or other form of disclosure.


                                       20
<PAGE>

             ARTICLE 14 - PAYMENTS, NOTICES AND OTHER COMMUNICATIONS
             -------------------------------------------------------

      14.1 Any payment,  notice or other communication  required or permitted to
be given  pursuant to this  Agreement  shall be in writing and sent by certified
first class mail, postage prepaid, by hand delivery or by facsimile if confirmed
in writing,  in each case effective upon receipt,  at the addresses  below or as
otherwise designated by written notice given to the other party:

                  In the case of the Licensor:

                           Chief Executive Officer
                           Oleoyl-Estrone Developments SL
                           Josep Samitier 1-5
                           Barcelona Science Park
                           08028 Barcelona, Spain
                           Facsimile:  011 34 93 403 7098

                  with a copy to:

                           Ezra G. Levin
                           Kramer, Levin, Naftalis & Frankel LLP
                           919 Third Avenue
                           New York, NY 10022
                           Fax:     212-715-8000

                  In the case of the Company:

                           Manhattan Pharmaceuticals, Inc.
                           c/o Horizon Biomedical Ventures, LLC
                           787 Seventh Avenue
                           New York, New York 10019
                           Tel: 212-554-4350
                           Fax: 212-554-4355
                           Attn: David M. Tanen


                              15 - CONFIDENTIALITY
                              --------------------

      15.1 Any proprietary or confidential information relating to the Invention
(including but not limited to Know-how and patent prosecution


                                       21
<PAGE>

documents relating to Patent Rights)  collectively  constitute the "Confidential
Information."  The  Company  and the  Licensor  agree that they will not use the
Confidential  Information  for any purpose  unrelated  to this  Agreement or the
University  Contract,  and will hold it in  confidence  during  the term of this
Agreement and for a period of five (5) years after the termination or expiration
date of this Agreement. The Company and the Licensor shall exercise with respect
to such the Confidential  Information the same degree of care as the Company and
the Licensor  exercise  with respect to their own  confidential  or  proprietary
information  of a  similar  nature,  and  shall not  disclose  it or permit  its
disclosure to any third party (except to those of its employees, consultants, or
agents who are bound by the same obligation of confidentiality as the Company of
the Licensor is bound by pursuant to this Agreement).  However, such undertaking
of  confidentiality  by the  Company  or the  Licensor  shall  not  apply to any
information or data which:

            15.1.1 The receiving  party  receives at any time from a third party
lawfully in possession of same and having the right to disclose same.

            15.1.2 Is, as of the date of this  Agreement,  in the public domain,
or  subsequently  enters the  public  domain  through no fault of the  receiving
party.

            15.1.3  Is  independently   developed  by  the  receiving  party  as
demonstrated by written evidence without  reference to information  disclosed to
the receiving party.

            15.1.4 Is disclosed  pursuant to the prior  written  approval of the
disclosing party.

            15.1.5 Is required to be disclosed  pursuant to law or legal process
(including,  without limitation,  to a governmental  authority) provided, in the
case of disclosure pursuant to legal process, reasonable notice of the impending
disclosure is provided to the disclosing  party and disclosing  party has agreed
to such  disclosure  in  writing  or has  exhausted  its right to  contest  such
disclosure.


                                       22
<PAGE>

                           ARTICLE 16 - MISCELLANEOUS PROVISIONS
                           -------------------------------------

      16.1 This License Agreement shall be construed,  governed, interpreted and
applied in accordance with the laws of the State of New York,  without regard to
principles of conflicts of laws

      16.2 If this  Agreement or any  associated  transaction is required by the
law of any nation to be either  approved  or  registered  with any  governmental
agency, the Company shall assume all legal obligations to do so and the costs in
connection therewith.

      16.3 The Company  shall observe all  applicable  United States and foreign
laws with respect to the use, sale manufacture and transfer of Licensed Products
and related technical data to foreign countries,  including, without limitation,
the regulations of the Food and Drug Administration and its foreign equivalents,
the International  Traffic in Arms Regulations (ITAR), the Export Administration
Regulations.

      16.4 The parties hereto  acknowledge  that this  Agreement,  including the
Appendices  and  documents  incorporated  by  reference,  sets  forth the entire
agreement  and  understanding  of the parties  hereto as to the  subject  matter
hereof,  and shall not be subject to any  change of  modification  except by the
execution of a written instrument subscribed to by the parties hereto.

      16.5 The provisions of this License  Agreement are  severable,  and in the
event that any  provision of this License  Agreement  shall be  determined to be
invalid or  unenforceable  under any controlling body of law, such invalidity or
unenforceability  shall not in any way affect the validity or  enforceability of
the remaining provisions hereof.


                                       23
<PAGE>

      16.6 The failure of either party to assert a right  hereunder or to insist
upon compliance  with any term or condition of this License  Agreement shall not
constitute  a waiver of that  right or excuse a similar  subsequent  failure  to
perform any such term or condition by the other party.

      16.7 The headings of the several  articles are inserted for convenience of
reference  only and are not intended to be a part of or to affect the meaning or
interpretation of this Agreement.

      16.8 This Agreement will not be binding upon the parties until it has been
signed below on behalf of each party,  in which event,  it shall be effective as
of the date recited on page one.

      16.9 This Agreement  embodies the entire  understanding of the parties and
shall supersede all previous communications,  representations or understandings,
either oral or  written,  between  the  parties  relating to the subject  matter
hereof.  This  Agreement  may be executed in two or more  counterparts,  each of
which when  executed  shall be deemed to be an  original  but all of which taken
together  shall  constitute  one and the same  agreement.  This Agreement may be
delivered by facsimile transmission with the same legal effect as if delivery of
an original were made in person.

      16.10  Each  party  hereto  shall  be  excused  from  any  breach  of this
Agreement,  which is proximately caused by governmental regulation,  act of war,
strike,  act of God or other similar  circumstance  normally  deemed outside the
control of the parties.


                                       24
<PAGE>



      IN  WITNESS  WHEREOF,  the  parties  hereto  have  executed  this  License
Agreement, in triplicate by proper persons thereunto duly authorized.

                                    MANHATTAN PHARMACEUTICALS INC.

                                    By:      /s/ David M. Tanen
                                             -----------------------------------
                                    Name:    David M. Tanen

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

                                    Date:    2/15/02

                                    OLEOYL-ESTRONE DEVELOPMENTS SL

                                    By:      /s/ Emilla Pola
                                             -----------------------------------
                                    Name:    Emilla Pola

                                    Title:   CEO
                                             -----------------------------------

                                    Date:    2/28/02


     [Signature Page of License Agreement, effective as of January __, 2002,
            between Oleoyl-Estrone Developments SL, as Licensor, and
                  Manhattan Pharmaceuticals, Inc., as Licensee]



                                       25
<PAGE>

                                   APPENDIX I
                                   ----------

1.    United  States Patent No.  5,798,348  entitled  "Fatty-acid  monoesters of
      estrogens  for the  treatment of obesity  and/or  overweight  (October 30,
      1996) (M. Alemany, Inventor)

2.    European Patent Application No. 771,817 entitled "Fatty-acid monoesters of
      estrogens for the  treatment of obesity  and/or  overweight"  (October 28,
      1996) (M. Alemany, Inventor)

3.    Spanish  Patent   Application  No.  ES  200100785   entitled   "Fatty-acid
      monoesters  of  estrogens  acting as  anti-diabetic  and  "hipolipemiante"
      agents"  (March 28, 2001) (M.  Alemany  Lamana,  Francisco  Javier Remesar
      Betiloch and Jose Antonio Fernandez Lopez, Inventors)

4.    Canadian Patent  Application No. 2,316,330  entitled  "Estrone and estrone
      esters and fat deposition  promoting compounds in humans" (August 9, 2000)
      (M. Alemany  Lamana,  Francisco  Javier Remesar  Betiloch and Jose Antonio
      Fernandez Lopez, Inventors)


                                       26