[Portions herein  identified by ** have been ommitted  pursuant to a request for
confidential  treatment  and have  been  filed  separately  with the  Commission
pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.]


                                                                    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:



<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

                                     - 2 -


<PAGE>

granted  upon such  applications,  based upon any  Improvements,  any and all of
which shall be deemed added to Appendix I;

            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



                                     - 4 -
<PAGE>

all of the Patent Rights and their use as contemplated in the underlying  patent
applications as presently drafted.

         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 order to
enable  the  Licensor  to  make a  determination  regarding  any  such  proposed


                                     - 5 -
<PAGE>

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.
Schedule B hereto  contains the Company's good faith  estimates of the timing of


                                     - 7 -
<PAGE>

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 $** upon execution of this Agreement;


                                     - 8 -
<PAGE>

            4.2.2  $** 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 $** upon the treatment of the first patient in a phase II
clinical trial under a Company sponsored IND;

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

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

            4.2.6 $** 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.


                                     - 9 -
<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  shall
revert to the Licensor.  Prior to any such  abandonment,  the Company shall give


                                     - 10 -
<PAGE>

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


                                     - 11 -
<PAGE>

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.

         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


                                     - 12 -
<PAGE>

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.

         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


                                     - 13 -
<PAGE>

third  arbitrator  shall be  selected  by  mutual  agreement  of the  first  two
arbitrators.

         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,  termination  or
cancellation of this  Agreement,  a product  liability  policy from an insurance
company  or  companies  reasonably  satisfactory  to the  Licensor.  During  any


                                     - 17 -
<PAGE>

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


                                     - 18 -
<PAGE>

agreement is not then  available,  by a description  setting 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  shall not be
construed as creating a partnership  between the Licensor and the Company, or as


                                     - 19 -
<PAGE>

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
documents relating to Patent Rights)  collectively  constitute the "Confidential



                                     - 21 -
<PAGE>


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

                                     - 22 -
<PAGE>

to such  disclosure  in  writing  or has  exhausted  its right to  contest  such
disclosure.

                           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:
                                               ---------------------------------
                                      Name:
                                      Title:
                                               ---------------------------------
                                      Date:
                                      OLEOYL-ESTRONE DEVELOPMENTS SL

                                      By:
                                               ---------------------------------
                                      Name:

                                      Title:
                                               ---------------------------------

                                      Date:








[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 -