Exhibit 10.2





﻿EXCLUSIVE LICENSE AGREEMENT


BETWEEN

GEORGETOWN UNIVERSITY


AND

PROTEOMTECH, INC.




Effective as of 4th day of March 2002 ("Effective
Date"), GEORGETOWN UNNERSITY, a not-for-profit corporation of the District of
Columbia, having a principal address at 37th & 0 Streets, N.W., Washington, D C.
20057 ("Georgetown" or "LICENSOR"), and ProteomTech, Inc., a corporation, having
a principal place of business at 800 Research Parkway, Oklahoma City, OK 73104
("LICENSEE"), agree as follows: 



﻿1. BACKGROUND




﻿1.1 LICENSOR is the owner by assignment or obligation of
assignment to certain Technology directed generally to "Novel Isoforms of
Vascular Endothelial Cell Growth Inhibitor" ("VEGI")" (as further defined
herein). 



﻿1.2 LICENSOR wishes to have the Technology developed and
marketed at the earliest possible time in order that products resulting
therefrom may be available for public use and benefit. 



﻿1.3 LICENSEE wishes to acquire a license under said
Technology for the purpose of undertaking development, to manufacture, use and
sell Licensed Product(s) in the Licensed Field of Use. 



﻿2. DEFINITIONS




﻿2.1 "Exclusive" means LICENSOR has not granted and
shall not grant further licenses in the Licensed Field of Use, so long as this
Agreement is in effect. 



﻿2.2 "First Commercial Sale" means the first sale of a
Licensed Product at an arms length transaction with a third party unaffiliated
with any party to this Agreement. 



﻿2.3 "Georgetown Information" means respectively (i)
technical data, materials, formulas, pre-clinical data and clinical data, and
know-how pertaining to the manufacture or use of "Novel Isoforms o/Vascular
Endothelial Cell Growth Inhibitor" known to Georgetown through Dr. Luyuan Li on
the date hereof which constitutes proprietary information of Georgetown. 



﻿2.4 "Georgetown Patents" means any U.S. or foreign
patents or patent applications containing one or more claims to a Georgetown
Invention, or any division, continuation, continuation-in-part, re-issue or
re-examination of any of the foregoing. 



﻿


2.5 "Licensed Application(s)" means any U.S. or
foreign patent applications including, without limitation, any and all
divisionals, continuations, reissues, reexaminations thereof claiming
Technology. 



2.6 "Licensed Field of Use" means the use of VEGI
isoforms as therapeutic agents to treat cancers and other angiogenesis-dependent
diseases. 



2.7 "Licensed Patents" means any U.S. or foreign
patents issued or granted from the Licensed Applications claiming Technology.




2.8 "Licensed Product(s)" means any compound, product
or part thereof, device, method or service, the manufacture, use, or sale of
which: 



(a) is covered by a valid claim of an issued,
		unexpired Licensed Patent(s). A claim of an issued, unexpired Licensed
		Patent(s) shall be presumed to be valid unless and until it has been
		held to be invalid by a final judgment of a court of competent
		jurisdiction from which no appeal can be or is taken; 

		

	

                    (b) is covered by any claim being prosecuted in Licensed
Application( s). 



2.9 "LICENSEE" is understood to include ProteomTech,
Inc. and any and all of its Affiliates. An Affiliate of LICENSEE shall mean any
corporation or other business entity controlled by, controlling, or under common
control with LICENSEE during the term of this Agreement. For this purpose,
"control" means direct or indirect beneficial ownership: 



                    (a) of at least fifty percent (50%) of the voting stock; or




                    (b) of at least fifty percent (50%) interest in the income of
such corporation or other business. 



2.10 "Net Sales" means the gross revenue generated by
sale of the Licensed Product(s) or use of the Licensed Process(es) in the form
in which it is sold or used, whether or not assembled (and without excluding
therefrom any components or subassemblies thereof, whatever their origin and
whether or not patent impacted) less the following items: 



                    (a) Import, export, excise, value added and sales taxes, plus
custom duties; 



(b) Costs of insurance, packing and transportation
		from the place of manufacture to the customer's premises or point of
		installation; 

		

		(c) Normal and customary quantity and cash discounts;
		and 

		

		(d) Credit for returns, allowances, or trades
		actually given. 

		
		


﻿


2.11 "Patent Rights" refers to LICENSOR's rights
arising from U.S. Provisional Patent Application Serial No. 60/331,190, filed
November 11, 2001, titled "Novel Isoforms of Vascular Endothelial Cell Growth
Inhibitor," naming as inventors Luyuan LI, Hongguan Pan, Wei-qun Huang, Jingy
Yu, and Song Tian, including any foreign patent applications corresponding
thereto, any United States divisions, continuations, reissues, or reexaminations
thereof, and any United States or foreign patent(s) issued or granted therefrom
and any United States or foreign patents or patent applications claiming
Technology. Such patent application(s) are the "Licensed Application(s)" and any
resulting issued patents are the "Licensed Patent(s)." 



2.12 "Regulatory Approval" means any approval or
clearance by any governmental agency or agencies having authority to regulate
the use or sale of any Licensed Product(s) in the pertinent jurisdiction or
territory. 



2.13 "Technology" means any technical data, know-how,
material, research results and other information provided to LICENSEE by
LICENSOR or its employees or contractors relating to "Novel Isoforms of Vascular
Endothelial Cell Growth Inhibitor" including, without limitation, any
biochemical, preclinical, clinical, manufacturing, formulation, and scientific
research information of a confidential nature whether patentable or
unpatentable. 



3. GRANT




3.1 LICENSOR hereby grants and LICENSEE hereby accepts a
worldwide license in the Licensed Field of Use to make, have made, use, sell,
and have sold Licensed Product(s) and to use Technology. 



3.2 Said license, which includes the right to sublicense,
shall be Exclusive in the Licensed Field of Use. The terms and conditions of any
sublicense shall be consistent with the terms and conditions of this Agreement
and LICENSOR shall have the right to approve such sublicense, which approval
shall not be unreasonably withheld. The approval of LICENSOR shall also be
required in connection with any sublicense to any Affiliate of LICENSEE, which
approval shall not be unreasonably withheld. 



4. ROYALTIES, PAYMENTS AND MILESTONES




4.1 Within thirty (30) days after the effective date of this
Agreement, LICENSEE agrees to pay LICENSOR a one-time, non-refundable,
non-creditable upfront payment fee of Twenty Thousand Dollars ($20,000), payable
in United States dollars. Thereafter and during the term of this Agreement,
LICENSEE agrees to assume responsibility for future patent prosecution and
maintenance costs as provided in the following Paragraph 7.1. 



4.2 LICENSEE shall pay to LICENSOR benchmark royalties
relating to each Licensed Product as follows: 





﻿(1) $50,000 within thirty (30) days after the IND approval;




(2) $100,000 within thirty (30) days after approval of Phase
II tests 



(3) $250,000 within thirty (30) days after approval of Phase
ill tests; and 



(4) $500,000 within thirty (30) days after the approval of
the NDA. 



4.3 In addition, LICENSEE shall pay LICENSOR earned royalties
of two and a half percent (2.5%) on Net Sales of any Licensed Product sold
directly by LICENSEE in the country in which the Licensed Product is made, used
or sold. If the Licensed Product is sublicensed, LICENSEE shall pay to LICENSOR
fifteen percent (15%) of the Net Sales Licensee generates from a sublicensee;
however, in no event shall this return be less than two percent (2%) of Net
Sales of any Licensed Product sold by sublicensee. If LICENSEE receives any lump
sum payment from the sublicensee for the Licensed Product, LICENSEE shall pay to
LICENSOR fifteen percent (15%) of such payment. 



4.4 The royalty on sales in currencies other than U.S.
Dollars shall be calculated using the appropriate foreign exchange rate for such
currency quoted by the Wall Street Journal, on the close of business on the last
banking day of each calendar quarter. Royalty payments to LICENSOR shall be in
U.S. Dollars. 



4.5 In the event that the Patent Rights relating to a
particular Licensed Product are finally rejected as being unpatentable by the
U.S. Patent and Trademark Office or as being invalid by a court of competent
jurisdiction, or upon the expiration of the last patent covering such Licensed
Product, LICENSEE shall be entitled to a fifty percent (50%) reduction in all
royalties related to such Licensed Product accruing pursuant to this Article
4.3, commencing on the effective date of such determination, judgment or
expiration. 



5. REPORTS. PAYMENTS AND ACCOUNTING




5.1 Quarterly Royalty Payment and Report. LICENSEE
shall make written reports and royalty payments to LICENSOR within ninety (90)
days after the end of each calendar quarter following the First Commercial Sale.
This report shall state the number, description, and aggregate Net Sales of
Licensed Product(s) during such completed calendar quarter, and resulting
calculation of earned royalty payment due LICENSOR for such completed calendar
quarter. Concurrent with the making of each such report, LICENSEE shall include
payment due LICENSOR of royalties for the calendar quarter covered by such
report. 



        All Payments pursuant to the License shall be made to
Georgetown University and sent to the following address: 



﻿


PAYMENTS:     William J. Hartman 

                            Director, Research & Technology Development
				Services 

                            Suite 177, Building D


                            4000 Reservoir Road, N.W.


                            Washington, D.C. 20007 



			
		
	

5.2 Annual Progress Reports. LICENSEE shall provide
annual written progress reports within sixty (60) days after the anniversary
date of the effective date of this agreement. The reports shall include
sufficient detail to allow LICENSOR to determine progress on research and
development, manufacturing, sublicensing, marketing and sales during the
previous twelve (12) months as well as plans for the coming year. 



5.3 Accounting. LICENSEE agrees to keep records for a
period of two (2) years showing the manufacturing, sales, use, and other
disposition of products sold or otherwise disposed of under the license herein
granted in sufficient detail to enable the royalties payable hereunder by
LICENSEE to be determined, and further agrees to permit its books and records to
be examined from time to time by a certified public accountant of a nationally
recognized accounting firm, who is selected and paid for by LICENSOR, but no
more than once per calendar year, to the extent necessary to verify reports
provided for in Paragraph 5.1. Such examination is to be made by LICENSOR, at
its expense and all such information obtained shall be treated as confidential
information pursuant to Article 9. If LICENSOR determines that LICENSEE has, for
any reason, failed to pay adequate royalties, LICENSEE shall immediately upon
notice thereof pay to LICENSOR any owed royalties plus interest at the rate of
eleven percent (11 %) per annum, compounded daily, calculated from the date upon
which such royalties should have been paid to the date of actual payment of
LICENSOR. 



6. WARRANTY




6.1 LICENSOR represents and warrants that it has the right to
grant LICENSEE the license granted herein and that it has not granted the Patent
Rights or any rights in any Licensed Product(s) to any third party in the
Licensed Field of Use, except for United States government rights which may have
been required by law. LICENSOR also represents and warrants that, to the best of
LICENSOR's knowledge, information and belief, the Invention( s) are novel. 



7. PROSECUTION OF LICENSED PATENTS




7.1 LICENSEE agrees to accept liaison and financial
responsibilities, as hereinafter set forth, for the prosecution, by a patent
lawyer in independent practice, who shall be nominated by LICENSEE and approved
by LICENSOR, of the Licensed Applications. Said financial responsibilities shall
not only include the costs of prosecution but also the payment of maintenance
fees, where required, to maintain said patent applications and patents, if
issued, in force and effect for as long as possible. It is further agreed that




the ﻿patent lawyer selected by LICENSEE and approved by LICENSOR shall be
required, if so desired by LICENSOR, to keep a patent lawyer selected by
LICENSOR informed of all steps in the prosecution and maintenance of said Patent
Rights. Written approval will be required from LICENSOR to the patent lawyer
selected by LICENSEE for actions concerning this patent. 



7.2 Within two (2) weeks of notification to LICENSOR by
LICENSEE of the identity of the patent lawyer, LICENSOR will request that its
counsel furnish to the patent lawyer nominated in accordance with Paragraph 7.1
above: 



(a) Complete file histories of all of the patent applications
constituting said Licensed Applications; and 



(b) An executed power of attorney or powers of attorney
appointing such patent lawyer as attorney of record in connection with all of
said Licensed Applications. 



7.3 LICENSOR shall have the right at any time, by notice in
writing and sent to LICENSEE by registered mail, to assume and continue at its
own expense, direction of the prosecution of any of said Licensed Applications.
Upon receipt by LICENSEE of any such notice from LICENSOR, LICENSEE and the
patent lawyer nominated in accordance herewith shall provide in two weeks from
the time of notice an executed power of attorney and all the file histories of
the patent applications constituting said Licensed Applications. Upon receipt of
this documentation, LICENSEE and the patent attorney nominated by LICENSEE shall
be relieved of all future responsibilities to prosecute the Licensed
Applications to which the notice is directed. In which event, LICENSOR agrees to
use its good faith efforts to apply for, seek prompt issuance of, and maintain
during the term of this Agreement, Patent Rights to the extent necessary to
cover both broadly and specifically Licensed Products. LICENSEE shall have
reasonable opportunity to advise LICENSOR and shall cooperate with LICENSOR in
such filing, prosecution and maintenance. LICENSOR shall use its good faith
efforts to furnish LICENSEE with copies of any patent application sufficiently
in advance of its anticipated filing date to give LICENSEE a reasonable
opportunity to review and comment thereon. 



7.4 LICENSOR also agrees to furnish LICENSEE with copies of
all substantive communications to and from U. S. and foreign patent offices
regarding Licensed Applications and in good faith shall consider the reasonable
comments of LICENSEE regarding all communications and filings to and from the
respective patent office. If, for any reason, prosecution or maintenance of a
particular patent application or patent in a particular country is to be
abandoned by LICENSEE, LICENSOR will be notified in sufficient time to assume
prosecution. LICENSEE shall bear all cost to maintain the patent prosecution
until such time that LICENSOR can assume patent prosecution. 





8. INFRINGEMENT




8.1 LICENSOR and LICENSEE shall promptly give notice to the
other in writing of any alleged infringement of Patent Rights. The parties shall
thereupon confer as to what steps are to be taken to stop or prevent such
infringement. 



8.2 LICENSEE shall have the first right to defend Patent
Rights against any infringer at LICENSEE's cost and expense including by
bringing any legal action for infringement or defending any counterclaim of
invalidity or action of a third party for declaratory judgment of
non-infringement, which LICENSEE, in its sole discretion, decides is reasonable
and necessary for it to undertake. LICENSEE shall bring or defend or may settle
any such actions solely at its own expense and through counsel of its selection
and will be entitled to retain any settlement or damage award received except as
provided for in Paragraph 8.5; provided, however, that LICENSOR shall be
entitled in each instance to participate through counsel of its own selection
and its own expense. LICENSEE and LICENSOR acknowledge and agree that, although
LICENSOR shall have the right at LICENSOR's option to prosecute infringers as
provided in the following Paragraph 8.3, LICENSOR is not desirous of being a
party to any such infringement suit. LICENSEE shall not join LICENSOR as a
party-plaintiff in any suit which LICENSEE may institute unless necessary for
the maintenance of said suit, and then only with the prior knowledge and written
consent of LICENSOR. In such event, LICENSOR shall not be chargeable for any
costs or expenses. LICENSOR shall execute all documents necessary for the
prosecution of any infringement suit brought by LICENSEE and provide other such
support as LICENSEE may require including having its employees testify when
requested and make available relevant records, papers, information, samples,
specimens and the like, all however at the expense, with respect to travel and
the like, of LICENSEE. 



8.3 LICENSOR shall have the right to defend the Patent Rights
against infringement in the event that LICENSEE declines to exercise its rights
to defend Patent Rights under Paragraph 8.2 and shall have sole discretion to
file and prosecute, defend or settle such infringement and declaratory judgment
action at its own expense through counsel of its own selection and will be
entitled to retain any settlement or damage award received; provided, however,
that LICENSEE shall be entitled in each instance to participate through counsel
of its own selection and at its own expense. LICENSEE shall have no
responsibility or financial obligation with respect to any such infringement
action except to provide reasonable assistance to LICENSOR as requested and
LICENSOR shall reimburse LICENSEE for LICENSEE's out-of-pocket expenses in
connection with any such assistance. LICENSEE shall execute all documents
necessary for the prosecution of any infringement suit brought by LICENSOR and
provide other such support as LICENSOR may require, including having its
employees testify when requested and make available relevant records, papers,
information, samples, specimens and the like, all however at the expense, with
respect to travel and the like, of LICENSOR. 



﻿


8.4 In the event that LICENSOR decides to institute suit,
LICENSOR shall be entitled to retain the entire amount of any recovery or
settlement. Furthermore, at its option, LICENSOR may join LICENSEE as plaintiff.




8.5 LICENSOR shall be entitled to the percentage of any
recovery obtained in any infringement suit brought by LICENSEE equal to the
amount to which LICENSOR would be entitled under the sublicensee royalty
provision of this Agreement had said recovery been paid to LICENSEE as
sublicense royalties by the defendant in said infringement suit. LICENSEE may
deduct its reasonable costs and attorneys' fees incurred in prosecuting such
suit, to the extent such costs and fees are not otherwise recovered, prior to
calculating the share owing to LICENSOR pursuant to this provision. 



8.6 Should either LICENSOR or LICENSEE commence a suit under
the provisions of Paragraphs 8.2 or 8.3 and thereafter elect to abandon the
same, it shall give timely notice to the other party which may, if it so
desires, continue prosecution of such suit; provided, however, that the sharing
of expenses and any recovery in such suit shall be agreed upon between LICENSOR
and LICENSEE. 



8.7 LICENSEE during the period of this Agreement shall have
the sole right in accordance with the terms and conditions herein to sublicense
any alleged infringer, and LICENSOR shall be entitled to royalties therefrom as
specified in Paragraph 4.3. 



9. PUBLICITY AND CONFIDENTIALITY




9.1 Neither party shall use the name of the other in any form
of advertising or promotion without the prior written approval of the other. The
parties may, however, acknowledge, subject to the obligations of confidentiality
set forth in 9.3, Sponsor's support for the nature of the investigations being
pursued under this Agreement. In any such statement, the relationship of the
parties shall be accurately and appropriately described. 



9.2 Confidential Items. Confidential Items shall mean any
proprietary information or materials belonging to the disclosing party clearly
marked CONFIDENTIAL (whether or not patentable) including, but not limited to,
patent filings, formulations, techniques, methodology, equipment, data, reports,
know-how, sources of supply, patent positioning, consultants and business plans,
including without limitation, any negative developments, which are communicated
to, learned by, or otherwise acquired by the party receiving such information or
materials during or in the course of this Agreement, further including without
limitation, information concerning the existence, scope or activities of any
research and development project of the disclosing party. 



9.3 Each party shall hold in confidence for a period of five
(5) years, and shall not disclose to any person outside its respective
organization, any Confidential Items disclosed to it by the other party to this
Agreement. The party receiving such Confidential Items shall use such
Confidential Items only for the limited purpose for which it was disclosed and
shall not exploit such Confidential Items for its own benefit or the benefit of
another without the prior written consent of the disclosing party. Each party
shall 



disclose Confidential Items of the other party under this Agreement only
to persons within its organization and to consultants who have a need to know
such Confidential Items in the course of the performance of their duties and who
are bound to protect the confidentiality of such Confidential Items. 



9.4 The confidentiality and non-use obligations of the
receiving party shall not apply to any Confidential Item(s) which is received by
one party from the other party and which: 



        (i) is disclosed in a printed publication available to the
public, is described in an issued patent anywhere in the world, is otherwise in
the public domain at the time of disclosure, or becomes publicly known through
no breach of this Agreement by the receiving party; 



        (ii) becomes known to the receiving party through disclosure
by sources other than the disclosing party having the right to disclose such
Confidential Items; 



        (iii) is disclosed pursuant to the requirements of a
governmental agency or any law requiring disclosure thereof, provided that the
disclosing party is provided with prior written notice of any such disclosure;




        (iv) is generally disclosed to third parties by the
disclosing party without similar restrictions on such third parties; 



        (v) is approved for release by written authorization of an
officer of the disclosing party; or 



        (vi) is already known by the receiving party as evidenced by
its prior written records; 



provided, however, that a breach of the foregoing obligations
shall not be absolved by the subsequent occurrence of any of the above
exceptions. 



10. PUBLICATION




10.1 Subject to all other terms of this Agreement, including
but not limited to those concerning confidentiality, LICENSOR's investigators
have the right to publish or otherwise publicly disclose information. However,
LICENSOR shall provide LICENSEE with copies of articles reporting on research
involving the Technology prior to their submission for publication in order to
provide LICENSEE an opportunity to determine if patentable inventions or
Confidential Items are disclosed. LICENSEE shall inform LICENSOR and LICENSOR'S
author(s) within thirty (30) days after receipt of the material whether in its
judgment the material contains information on which patent ﻿applications mayor
should be filed and the identification of any LICENSEE Confidential Items to be
removed therefrom. Submission then may be delayed up to an additional sixty (60)
days to allow filing of appropriate patent applications. 





11. DUE DILIGENCE




11.1 LICENSEE shall use good faith efforts to develop, obtain
clinical approval for, manufacture, market and promote Licensed Products. 



11.2 LICENSOR shall have the right to terminate or render
this license or parts thereof nonexclusive at any time after two (2) years from
the date of the license if, in LICENSOR's reasonable judgment, LICENSEE: 



        (i) has not put the licensed subject matter into commercial
use in the country or countries where licensed, directly or through a
sublicense, and is not keeping the licensed subject matter reasonably available
to the public, or 



        (ii) is not demonstrably engaged in research, development,
manufacturing, marketing or licensing program, as appropriate, directed toward
this end, or 



        (iii) has failed to sublicense cancer related uses. 



In making this determination, LICENSEE shall take into
account the normal course of such programs conducted with sound and reasonable
business practices and judgment and shall take into account the reports provided
hereunder by LICENSEE. 



12. TERM AND TERMINATION




12.1 Term of License. 



        (a) The Term of this Agreement shall be for a period
beginning with the Effective Date and extending until the later often (10) years
after the First Commercial Sale or the last to expire valid claim of Patent
Rights covering a Licensed Product, unless sooner terminated as herein provided.
Thereafter, LICENSEE'S license granted in Paragraph 3.1 shall be a fully paid
up, non-exclusive license. Surviving any termination are: (a) LICENSEE's
obligation to pay royalties accrued or accruable; and (b) Any cause of action or
claim of LICENSEE or LICENSOR, accrued or to accrue, because of any breach or
default by the other party. 



        (b) Upon any material breach or default under this Agreement
by LICENSEE, LICENSOR may give written notice thereof to LICENSEE, and
LICENSEE, shall have thirty (30) days thereafter to cure such breach or default.
If such breach or default is not so cured, LICENSOR, may then in its sole
discretion and option (a) terminate this Agreement and the licenses granted
herein or (b) seek such other relief as may be provided by law in such
circumstances by giving written notice thereof to LICENSEE. 



﻿        (c) LICENSEE shall have the right to terminate this
Agreement at any time upon ninety (90) days written notice to LICENSOR and
payment of all amounts due LICENSOR through the effective date of termination.


 



        (d) Upon termination of this Agreement under any provision,
all further obligations of the parties under this Agreement shall terminate
without further liability of any party to another; provided, however, that the
publicity and confidentiality obligations of the parties contained in Article 9
hereof, shall survive any such termination for the periods set forth therein.
Termination shall not relieve any party of any obligation occurring prior to
such termination, of any liability for a breach of, or for any misrepresentation
under this Agreement or be deemed to constitute a waiver of any available remedy
(including, but not limited to specific performance, if available) for any such
breach or misrepresentation, provided, however, that neither party shall be
liable for consequential, punitive or special damages including without
limitation, lost profits. LICENSEE and any sublicensee thereof may, however,
after the effective date of such termination, sell all Licensed Products, and
complete Licensed Products in the process of manufacture and fulfill all orders
for Licensed Products at the time of such termination and sell the same,
provided that LICENSEE shall pay to LICENSOR the royalties thereon as required
by Article 4 of this Agreement and shall submit the reports required by Article
5 hereof on the sales of such Licensed Products. 



        (e) In the event of termination of this Agreement for any
reason, any and all rights granted LICENSEE hereunder, including any rights
granted by LICENSEE to any sublicensee, shall cease and terminate, and all such
rights shall revert to LICENSOR. LICENSEE shall diligently thereafter return to
LICENSOR, or to LICENSOR's designated attorneys, any files or other documents in
its possession or in the possession of its attorneys, agents or sublicensees,
relating to pending or issued Licensed Patent(s), except that one copy of each
such document may be retained by LICENSEE's attorney for the purpose of ensuring
compliance hereunder. LICENSEE shall also execute any and all documents
necessary to return control of said Licensed Patent(s) until such time as
control has properly been transferred to LICENSOR. Further, LICENSEE shall
immediately return to LICENSOR all research data, biological and other material
(including, but not limited to licensed cell lines), prototypes, process
information, clinical data and the like of LICENSOR in its possession or in the
possession of its sublicensees. 



13. ASSIGNMENT




13.1 This Agreement shall not be assignable by either party
without the prior written consent of the other party, except that LICENSEE may
assign this Agreement to an entity, which acquires all or substantially all of
the assets to which this Agreement pertains without the prior written consent of
LICENSOR; provided however, in such event LICENSEE shall give LICENSOR prior
written notice of such assignment. 



14. INDEMNIFICATION




14.1 LICENSEE agrees that during the term of this Agreement
and thereafter, it will indemnify, defend and hold LICENSOR, its trustees,
officers, employees and affiliates, ﻿harmless against all claims and expenses,
including, but not limited to, legal expenses and attorneys' fees, arising out
of the death of or injury to any person or persons, or out of any damage to
property, and against any other claim, proceeding, demand, 




expense and liability
of any kind whatsoever resulting from the production, manufacture, sales, use,
consumption, disposal or advertisement of Licensed Products by LICENSEE. 



15. NOTICES




15.1 All notices under this Agreement shall be deemed to have
been fully given when done in writing and deposited in the United States mail,
registered, certified or express, and addressed as follows: 



TO LICENSOR: William J. Hartman 

                            Director of Research and Technology
						Development Services 

                            Georgetown University Medical
						Center 

                           
Suite 177, Bldg. D. 

                            4000 Reservoir Road, N.W.


                            Washington, D.C. 20007 



					
				
			
		
	

TO LICENSEE:  Charles Gao, Ph.D. 

                            President

                            ProteomTech, Inc.


                            800 Research Parkway


                            Oklahoma City, OK 73104 



			
		
	

Either party may change its address upon notice to the other
party as provided herein. 



16. DISPUTE RESOLUTION




16.1 Should the parties hereafter have any dispute as to
their obligations pursuant to this Agreement, they shall first attempt to
resolve such dispute among themselves. If such efforts are not successful, the
exclusive method for resolving such a dispute shall be arbitration as described
herein. 



16.2 Either party may elect to submit the issue to
arbitration by giving written notice to the other party and naming an
arbitrator. The other party will then have thirty (30) days to select its own
arbitrator. Once both arbitrators have been selected they shall meet within
thirty (30) days of the appointment of the second arbitrator and select a third
arbitrator mutually agreeable to them. 



16.3 Once the panel of arbitrators has been chosen, they
shall conduct arbitration on the disputed issue or issues in accordance with the
Commercial Arbitration Rules of the American Arbitration Association. The third
arbitrator shall serve as the presiding ﻿arbitrator, although, in the event of
dispute among the arbitrators, the majority decision of the arbitration panel
shall be binding. The decision of the arbitrators shall be final and either
party may apply to a court located in the District of Columbia to enter judgment
based on the arbitrator's decision. All costs of the arbitrators and
arbitration, other than the respective parties' attorneys' fees and costs, shall
be borne equally by the parties. 





17. APPLICABLE LAW




17.1 This Agreement shall be construed, interpreted and
applied in accordance with the laws of the District of Columbia and applicable
federal laws without regard for its conflict of laws provisions. 



18. GENERAL PROVISIONS




18.1 Waiver. None of the terms, covenants and
conditions of this Agreement can be waived except by the written consent of the
party waiving compliance. 



18.2 Severability. The provisions of this Agreement
shall be deemed severable, and the invalidity or unenforceability of any
provision shall not affect the validity and enforceability of the other
provisions hereof. 



18.3 Headings. The description headings in this
Agreement are inserted for convenience only and do not constitute a part of this
Agreement. 



18.4 Execution in Counterpart. This Agreement may be
executed in any number of counterparts, each of which shall be deemed an
original. 



18.5 Entire Agreement. This writing constitutes the
entire agreement of the parties and there are no promises, understandings or
agreements of any kind pertaining to this Agreement other than those written in
this Agreement. 






IN WITNESS WHEREOF, the parties thereto have executed
this Agreement in duplicate originals by their duly authorized officers or
representatives. 



	
For LICENSOR:                                                

			 For LICENSEE: 
	


			 
	


Georgetown University                                    
 

			

		ProteomTech, Inc.

		
	


			 
	
﻿By: /s/ Pim Thukral                                               

			By: /s/ Charles Gao
	


			 
	
Pim Thukral, Chief Financial Officer                    


			Charles Gao, President 
	


			 
	
Date: 2/27/02                                                       

			Date: 3/4/02
	


			 


By: /s/ William J. Hartman

William J. Hartman, Director 



Research & Technology Development Services 



Date: 2/27/02



Date