Exhibit 10.1





[LOGO OF OMRF] 

                                   
OKLAHOMA MEDICAL RESEARCH FOUNDATION

                                   
825 Northeast 13th Street • Oklahoma Cily, OK 73104 • 

                                   
405/271-6673 Fax 4051271-3980 • 1-800-522-0211 (in state) • 

www.omff.ouhsc.edu




LICENSE AGREEMENT



    This Agreement is made and entered into as
of the 9th day of May, 2001, by and between the OKLAHOMA MEDICAL RESEARCH
FOUNDATION, an Oklahoma nonprofit corporation ("OMRF"), 825 N.E. 13th Street,
Oklahoma City, Oklahoma 73104; and PROTEOMTECH-YIBAI, INC. ("Licensee"), a
corporation duly incorporated under the laws of Delaware, and maintaining
offices at 800 Research Parkway, Oklahoma City, Oklahoma 73104.



    A. OMRF owns all rights in and to the
Licensed Patents and the Licensed Technology.



    B. Licensee desires to obtain the right to
use the Licensed Technology to make, have made, use, lease, sell, offer for sale
and import the Licensed Products and to practice the Licensed Processes and to
sell and perform the Licensed Services.



    NOW, THEREFORE, for and in consideration
of the foregoing and the mutual covenants and agreements contained herein, the
parties hereto agree as follows:




1. Definitions





As used herein:



    1.1 "Agreement" means this Agreement
including all Exhibits attached to this Agreement together wi~ any written
amendments of any of the foregoing.



1.2 "Effective Date" means the date first set forth above.



	

1.3 "Licensed Patent(s)" means the following United States
Patent and Patent Applications: Provisional Patent Application Serial Number:
60/210,306, Xinli Lin, inventor, entitled "A Universal Method For Refolding
Recombinant Proteins" and all patent applications, their divisionals,
continuations, reissues, extensions, continuation-in-parts, reexaminations, and
non-U.S, counterparts that are entitled to the benefit of the filing date of the
above-identified provisional application, and all patents which issue from any
of the foregoing.




 


1.4 "Licensed Process" means any process which is covered in
whole or in part by an issued, unexpired claim or a pending claim contained in
the Licensed Patents in the country in which the process is practiced.



1.5 "Licensed Products" means any product or part of a product
which:



	

(a) is covered in whole or in part by an issued, unexpired
claim or a pending claim contained in the Licensed Patents in the Country in
which the product or part of a product is made, used, offer for sale, sold, or
imp~orted; or



(b) is manufactured using a Licensed Process.



1.6 "Licensed Servicgs" means services provided by utilizing a
Licensed Process.



	

1.7 "Licensed Technology" means the Licensed Patents and all
designs, technical information, know-how, knowledge, data, discoveries,
inventions, specifications, test results and other information relating to the
Licensed Patents and known to, or discovered by, and assigned to 



OMRF prior to or during the term of this Agieement.



1.8 '~Noncommercial Purposes" means,research and educational
purposes.



    1.9 "Commercial Purposes" means any
purpose other than a Noncommercial Purpose, including sales of products,
services, etc.



    1.10 "Licensee's Auditors" means the
independent certified or chartered accountants regularly employed by Licensee to
audit its accounts and certify its financial statements.



    1.11 "ProteomTech-YiBai Common Stock"
means the common stock having $0.40 par value, of ProteomTech-YiBai, Inc.




2. Grant of License





    2.1 License. Subject to the license
retained by OMRF in Paragraph 2.2 below and the other terms of this A~eement,
OMRF hereby grants to Licensee:

            (i) the
worldwide, exclusive right and license to use the Licensed Technology to make,
have made, use, lease, sell, offer for sale and import the Licensed Products and
to practice the Licensed Processes and to sell and perform Licensed Services
during the term of this Agreement, except that the exclusive rights granted in
this paragraph shall not include any rights related to aspartic proteases;



           
(ii) .the worldwide, nonexclusive right to use aspartic proteases in which OMRF
has proprietary rights on the date of this Agreement solely for Noncommercial
Purposes during the term of this Agreement; provided, however, that Licensee
shall not have the right to



ATLLIB01 1104259.1

publish or otherwise disclose to any third party any information: (a) about any
such proprietary rights, or (b) about, or learned or discovered in the course
of, any such activities; and



           
(iii) a perpetual, royalty-free, non-exclusive license to use for any purpose
any Licensed Technology that is not the subject of a pending patent application
or issued patent at the date upon which this Agreement terminates or is
terminated pursuant to section 7.



    2.2 Retained License. OMRF retains
on behalf of itself the perpetual, royalty-free right and license to practice
the Licensed Teehrl'ology for Noncommercial Purposes.



    2.3 Sublicense Agreements. Licensee
shall have the fight to enter into sublicensing agreements for the fights
ands.licenses granted hereunder. Upon any termination of this Agreement,
sublicensees' rights shall also terminate.



    2.4 Sublibensee Obligations. All
sublicenses granted by Licensee shall provide that the obligations to OMRF of
Licensee under seetio~ 3, 4, 6, 8, and 9 of this Agreement shall be binding upon
sublicensee as if it were a party to this Agreement, and a copy of those
sections of this Agreement shall be attached to all sublicense agreements.





    2.5 Sublicense Copies and Reports. LiCensee shall
provide to OMRF (1) a copy of all sublicense agreements promptly after
execution, and (2) annually, together with the reports required in section 4,
copies of all reports received by Licensee from its sublicensees during the
preceding twelve (12) month period.



    2.6 No Implied License. The license
and right granted in this Agreement shall not be construed to confer any rights
upon Licensee by implication, estoppel or otherwise as to any technology not
specifically identified in this Agreement as "Licensed Patents" or "'Licensed
Technology."





    2.7 Licensed Technology. During the
term of this Agreement, OMRF shall disclose Licensed Technology to Licensee on
an ongoing basis upon the reasonable request of Licensee.




3. Consideration ~.




    3.1 Equity, License Fee and Sublicense
Fees. As consideration for the rights and licenses granted hereunder,
Licensee shall make the following transfers and payments to OMRF during the term
of this Agreement:



           
(a) Licensee will issue to OMRF -- shares of Common Stock of Licensee, which
number of shares Licensee represents is equal to 2 1/2% of the number of shares
of Licensee outstanding on the date of this Agreement;



 

           
(b) Licensee will issue additional equity securities to OMRF each time that
Licensee issues any equity securities to any one so that at all times OMRF owns
2 1/2%.of the value of the Licensee;



           
(c) License shall pay to Licensor One Hundred Thousand United States Dollars
(US$100,000) within ten (10) days after the earlier of (a) September.30, 2001,
or (b) receipt by Licensee of cash investments in Licensee cumulatively totaling
the equivalent of at least Five Million United States Dollars (US$5,000,000);
and



           
(d) within thirty (30) days ~fier receipt of any payment from a sublicense
hereunder, Licensee will pay OMRF five percent (5%) of such payment received
during the first year after the Effective Date and ten percent (10%) of such
payment received by Licensee after the first year after the Effective Date.




4. Reports





    4.1 Licensee will provide to OMRF-within
thirty (30) days of December 31 of each year during the term of this Agreement
copies of all financial reports presented to Licensee's Board of Directors
during the previous twelve (12) month period and a copy of Licensee's Auditors'
annual audit report.




5. Patent Prosecution and Patent Infringement





    5.1 Patent Prosecution. OMRF shall
apply for, seek prompt issuance of, and maintain during the term of this
Agreement the patents and patent applications, as the case may be, included
within the Licensed Patents that are specifically identified by patent number or
application serial number in paragraph 1.4 of this Agreement. The prosecution
and maintenance of all patent applications and patents within the Licensed
Patents shall be the primary responsibility of OMRF; provided, however, that
Licensee shall be afforded reasonable opportunities to advise OMRF and shall
cooperate with OMRF in such prosecution and maintenance. Licensee shall
reimburse OMRF for all out-of-pocket fees, costs and expenses paid or incurred
by OMRF in filing, prosecuting and maintaining the Licen~'d Patents during the
term of this Agreement. Licensee shall deliver such reimbursement to OMRF (or,
if OMRF requests, directly to OMRF's patent counsel) within thirty (30) days
after OMRF (or OMRF's counsel) notifies Licensee from time to time of the amount
of such fees, costs and expenses which have been paid or incurred by OMRF. In
addition, OMRF shall promptly advise Licensee of the grant, lapse, revocation,
surrender, of any threatened invalidation or of its intention to abandon any
patent or application within the Licensed Patents.



    5.2 Notice of Infringement. 
Licensee shall promptly notify OMRF of any alleged infringement of the Licensed
Patents and of any available evidence of such .infringement.



    5.3 Suit By OMRF. OMRF shall have
the right, but shall not be obligated, to commence suit for any infringement of
the Licensed Patents, and Licensee agrees that OMRF may





ATLLIBOI 1104259.1

cause Licensee to join it as a party to any such suit at no expense to Licensee.
The total cost of any such infringement action commenced or defended solely by
OMRF shall be borne by OMRF, and OMRF shall retain any recovery or damages
awarded in such action.



    5.4 Suit By Licensee. Licensee
shall have the right, but shall not be obligated, to commence suit for
infringement of the Licensed Patents only if the infringing activities giving
rise to such suit come within the scope of activities exclusively licensed to
Licensee under paragraph 2.1 (i). The total cost of any such infringement action
commenced by Licensee shall be borne by Licensee, and Licensee shall retain any
recovery or damages awarded in such action.



    5.5 Defense. In the event that a
declaratory judgment action alleging invalidity, unenforceability or
noninfringement of any of the Licensed Patents shall be brought against OMRF or
Licensee, OMRF shal~ have the fight, but not the obligation, to defend such
action. In the event of the institution of any suit by a third party against
OMRF for patent infringement by a Licensed Product made, used, leased, sold,
offered for sale or imported by Licensee, Licensee shall have the obligation to
defend OMRF at Licensee's expense.



    5.6 Cooperation. In any suit or
setilement negotiations either party may commence or defend pursuant to its
fights under this Agreement in order to enforce or defend the Licensed Patents,
the other party shall, at the request and expense of the party initiating or
defending such suit or engaging in settlement negotiations, 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.




6. Con.fldentiali~.




    6.1 Maintenance of Confidentiality. 
Neither party will, without the express written consent of the other party in
advance, for any reason or at any time either during or for a period of three
years subsequent to the expiration or termination of this Agreement except as
otherwise provided in this section, use (except as to Licensee in the course of
practicing the licenses granted in this Agreement) or disclose (excep~t as to
Licensee as is reasonable in the course of marketing and selling Licensed
Products or Licensed Services, or Obtaining governmental approval to do so, as
contemplated in this Agreement) to any person (including without limitation any
direct.or~officer or employee of Licensee or OMRF who is not under an obligation
of confidentiality substantially similar to the obligation contained herein) the
Licensed Patents or Licensed Technology or any other information relating to the
Licensed Products or the Licensed Services (hereinafter referred to as the
"Proprietary Information"). This obligation of non-use and non-disclosure shall
not extend to Proprietary Information:



(a) which can be demonstrated by the recipient of Proprietary
Information to have been within its legitimate possession prior to the time of
disclosure by OMRF;



(b) which was in the public domain prior to disclosure by the
disclosing party, as evidenced by documents which were generally published prior
to such disclosure;



ATLLIBOI 1104259.1

(c) which, after disclosure by the disclosing party, comes into the public
domain through no fault of the recipient;



(d) which is disclosed to the recipient by a third party having
legitimate possession thereof and the unrestricted right to make such
disclosure; or



	

(e) which is disclosed by the recipient to a third party in
connection with a valid business purpose and the third party executes a
Confidentiality Agreement with Licensee containing obligations of
confidentiality, substantially similar to the obligation contained herein, but
prohibiting further disclosures.





    6.2 Prior Agreements. The
provisions of this Agreement supersede and shall be substituted for any terms of
any" prior confidentiality agreement between Licensee and OMRF which are not
consistent with this Agreement.




7. Term and Termination





    7.1 Duration. Unless sooner terminated
as otherwise provided in this Agreement, the term of this Agreement shall
commence on the Effective Date and shall continue until the date of expiration
of the last to expire of the Licensed Patents.



    7.2 Termination. Subject to
paragraph 7.3, OMRF shall have the right to terminate this Agreement on the
occurrence of any one or more of the following events:



(a) default by Licensee on delivery of stock provided for in
paragraph 3.1;



Co) any assignment by Licensee of substantially all of its
assets for the benefit of creditors subject to U.S. Bankruptcy Code section
365(n), as amended;



(c) placement of Licensee's assets in the hands of a receiver
unless the receivership is dissolved within thirty (30) days thereafter subject
to U.S. Bankruptcy Code section 365(n), as amended;



(d) the bre~h by Licensee of any other term of this Agreement.



    7.3 Exercise. OMRF may exercise its
right of termination by giving Licensee, its trustees or receivers or assigns,
sixty (60) days prior written notice of OMRF's election to terminate. Upon the
expiration of such period, this Agreement shall automatically terminate unless
the other party has previously cured the breach or condition permitting
termination under the preceding paragraph, in which case this Agreement shall
not terminate. Such notice and termination shall not prejudice OMRF's rights to
any ProteomTech-YiBai Common Stock due hereunder prior to the date of
termination and shall not prejudice any cause of action or claim of OMRF accrued
or to accrue on account of any breach or default by Licensee.



7.4 Failure to Enforce. The failure of either party at
any time, or for .any period of time, to enforce any of the provisions of this
Agreement shall not be construed as a waiver of such provisions or the right of
such party thereafter to enforce each and every such provision.



7.5 Termination by Licensee. Licensee may terminate,
this Agreement at any time by givingOMRF ninety (90) days prior written notice
of Licensee's election to terminate.



7.6 Effect. In the event this Agreement is terminated
for any reason whatsoever, Licensee shall not have any right to return of any
payments of any kind theretofore made by it-to OMRF pursuant to this Agreement.
Each part3rshall return, or at the disclosing party's.direction destroy, all
Proprietary Information of the disclosing party, retaining no copies, and
refrain from using or publishing any portion of the other party's Proprietary
Information. Upon termination of this Agreement, Licensee shah cease
manufacturing, processing, producing, using, selling or distributing Licensed
Products and Licensed Services; provided, however, that Licensee may Continue to
sell in the ordinary course of business for a period of ninety (90) days
reasonable quantities of Licensed Products which are fully manufactured and in
Licensee's normal inventory on the date of termination if all monetary
obligations of Licensee to OMRF have been satisfied. The provisions of sections
6, 8, and 9 of this Agreement shall remain in full force and effect
notwithstanding any termination of this Agreement.




8. lndemni~cation and Insurance





    8.1 Indemnification. Licensee shall
defend, indemnify, and hold harmless OMRF, its affiliates and their officers,
directors, trustees and employees and all of their heirs, executors,
administrators and legal representatives ("Indemnitees") from and against any
and all claims, demands, loss, liability, expense or damage (including
investigative costs, court costs and attorneys' fees) Indemnitees may suffer,
pay or incur as a result of claims, demands or actions 



against any of the Indemnitees arising or alleged to arise
by-reason of or in connection with any and all personal injury, economic loss
and property damage caused or alleged to be caused or contributed to. in whole
or in part by the manufacture, use, lease, sale or sublieense of Licensed
Products or Licensed Services by Licensee or its sublicensees, whether asserted
under a tort or contractual theory or any other legal theory.



    8.2 lnsuran~ce. Without limiting
Licensee's indemnity obligations under the preceding paragraph, Licensee
represents that before any Licensed Product or Licensed Service is sold
commercially for human diagnostic or therapeutic use (other than for the purpose
of obtaining regulatory approvals), there will be a liability insurance policy
in force and agrees that Licensee shall maintain throughout the term of this
Agreement and for at least ten (10) years after its termination for any reason a
liability insurance policy that:



           
(a) Insures Indemnitees for all claims, demands and actions mentioned in the
preceding paragraph of this Agreement;



           
(b) Includes a contractual endorsement providing coverage for all liability
which may be incurred by Indemnitees in connection with this Agreement;



ATLLIB01 1104259.1

    7.4 Failure to Enforce. The failure of either party at
any time, or for .any period of time, to enforce any of the provisions of this
Agreement shall not be construed as a waiver of such provisions or the right of
such party thereafter to enforce each and every such provision.



    7.5 Termination by Licensee. 
Licensee may terminate, this Agreement at any time by givingOMRF ninety (90)
days prior written notice of Licensee's election to terminate.



    7.6 Effect. In the event this
Agreement is terminated for any reason whatsoever, Licensee shall not have any
right to return of any payments of any kind theretofore made by it-to OMRF
pursuant to this Agreement. Each part3rshall return, or at the disclosing
party's.direction destroy, all Proprietary Information of the disclosing party,
retaining no copies, and refrain from using or publishing any portion of the
other party's Proprietary Information. Upon termination of this Agreement,
Licensee shah cease manufacturing, processing, producing, using, selling or
distributing Licensed Products and Licensed Services; provided, however, that
Licensee may Continue to sell in the ordinary course of business for a period of
ninety (90) days reasonable quantities of Licensed Products which are fully
manufactured and in Licensee's normal inventory on the date of termination if
all monetary obligations of Licensee to OMRF have been satisfied. The provisions
of sections 6, 8, and 9 of this Agreement shall remain in full force and effect
notwithstanding any termination of this Agreement.




8. lndemni~cation and Insurance





    8.1 Indemnification. Licensee shall
defend, indemnify, and hold harmless OMRF, its affiliates and their officers,
directors, trustees and employees and all of their heirs, executors,
administrators and legal representatives ("Indemnitees") from and against any
and all claims, demands, loss, liability, expense or damage (including
investigative costs, court costs and attorneys' fees) Indemnitees may suffer,
pay or incur as a result of claims, demands or actions against any of the
Indemnitees arising or alleged to arise by-reason of or in connection with any
and all personal injury, economic loss and property damage caused or alleged to
be caused or contributed to. in whole or in part by the manufacture, use, lease,
sale or sublieense of Licensed Products or Licensed Services by Licensee or its
sublicensees, whether asserted under a tort or contractual theory or any other
legal theory.



    8.2 lnsuran~ce. Without limiting
Licensee's indemnity obligations under the preceding paragraph, Licensee
represents that before any Licensed Product or Licensed Service is sold
commercially for human diagnostic or therapeutic use (other than for the purpose
of obtaining regulatory approvals), there will be a liability insurance policy
in force and agrees that Licensee shall maintain throughout the term of this
Agreement and for at least ten (10) years after its termination for any reason a
liability insurance policy that:





           
(a) Insures Indemnitees for all claims, demands and actions mentioned in the
preceding paragraph of this Agreement;



           
(b) Includes a contractual endorsement providing coverage for all liability
which may be incurred by Indemnitees in connection with this Agreement;



           
(c) Requires the insurance carrier to provide OMRF with no less than thirty (30)
days written notice of any change in the terms or coverage of the policy or its
cancellation; and



           
(d) Provides Indemnitees product liability coverage in an amount not less than
$10,000,000 single limit for bodily injury and property damage liability,
subject to a deductible of not more than $1,000,000 occurrence.



    8.3 Notice of Claims. Licensee will
promptly notify OMRF of all claims involving Licensed Products and Licensed
Services and w~ll advise OMRF of the policy amounts that might be needed to
defend and pay any such claims. In the event OMRF believes the sum of such
policy amounts may exceed Licensee's total insurance coverage, OMRF may request
and Licensee shall acquire additional coverage, not to exceed the amounts set
forth in the preceding subparagraph of this Agreement, in order fully to protect
OMRF as set forth above.



    8.4 Insurance After Termination. 
Licensee hereafter shall, during the term of this Agreement and for a period of
ten (10) years after its termination for any reason, provide OMRF copies of
liability policies which comply fully with this Agreement. If Licensee fails at
any time to maintain insurance as required in this Agreement, OMRF may (but
shall be under no obligation to) purchase its own policy providing all or any of
the coverage and recover l~om Licensee the cost thereof, which shall be payable
on demand.



    8.5 Compliance with Securities Laws.
Licensee represents that any transfer of its securities to OMRF hereunder
will be conducted in compliance with all applicable laws, including without
limitation all applicable federal, state or foreign securities laws.



    8.6 lndemni.fication by Licensee. 
Licensee shall indemnify, defend and hold harmless Indemnitees against and with
respect to all third party losses, damages, claims, liabilities or expenses
(including reasonable attorneys' fees and expenses) paid by any of them in final
settlement or final adjudication from which no appeal is or can be taken as a
result of a third party claim as a result of, or arising out of, any violation,
breach or nonfulfillment on the part of Licensee of any representation,
warranty, covenant or agreement made by Licensee in this Agreement. OMRF or
other indemnified party hereunder shall notify in writing Licensee promptly
after it or fl~ey acquire actual knowledge of any action or claim against it or
them hereunder which may give rise to liability of Licensee pursuant to this
section, and the Indemnitees shall reasonably cooperate with Licensee in the
defense or settlement, at 

 

Licensee's expense.




9. Merchantability, Exclusion of Warranties, Limitation of
Liability and Warranties





    9.1 Warranty. Licensee possesses
the expertise and skill in the technical areas in which the Licensed Products
and Licensed Processes are involved necessary to make, and has made, its own
evaluation of the capabilities, safety, utility and commercial application of
the Licensed Technology, Licensed Products and Licensed Processes.



ATLLIB01 1104259.1

ACCORDINGLY, OMRF MAKES NO REPRESENTATION. OR WARRANTY OF ANY KIND WITH RESPECT
TO THE LICENSED TECHNOLOGY, LICENSED PRODUCTS, LICENSED PROCESSES OR LICENSED
SERVICES AND EXPRESSLY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY OR FITNESS
FOR A PARTICULAR PURPOSE AND ANY OTHER IMPLIED WARRANTIES WITH RESPECT TO THE




CAPABILITIES, SAFETY, UTILITY OR COMMERCIAL APPLICATION OF
LICENSED TECHNOLOGY, LICENSED PRODUCTS, LICENSED PROCESSES AND LICENSED
SERVICES.




Limitation of Liability.




(i) OMRF SHALL NOT BE LIABLE FOR ANY DIRECT, CONSEQUENTIAL OR
OTHER DAMAGES SUFFERED BY LICENSEE OR ANY OTHERS RESULTING FROM THE USE OF THE
LICENSED TECHNOLOGY, LICENSED PRODUCTS, LICENSED PROCESSES OR LICENSED SERVICES.



LICENSEE SHALL NOT BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT,
SPECIAL OR PUNITIVE DAMAGES OR LOSSES (INCLUDING, WITHOUT LIMITATION, LOSS OF
PROFITS OR LOSS OF VALUE OF EQUITY) SUFFERED BY OMRF OR ANY OTHERS RESULTNG FROM
OR IN CONNECTION WITH THE LICENSED TECHNOLOGY, LICENSED PRODUCTS, LICENSED
PROCESSES, LICENSED SERVICES, PROTEOMTECH-YIBAI COMMON STOCK OR THIS AGREEMENT.



    9.3 Representations and Warranties of
Licensee. Licensee hereby makes the following representations and warranties
to, OMRF, which representations and warranties, together with all other
representations and warranties of Licensee in this Agreement, are true and
correct on the Effective Date:



(a) Licensee is a corporation duly organized, validly
existing and in good standing under the laws of the State of Delaware and has
all requisite corporate power and authority to enter into this Agreement and
perform its obligations hereunder.



(b) All action to authorize the execution and delivery of
this Agreement and the consummation of the transactions contemplated herein have
been duly taken, and this Agreement constitutes the valid and binding obligation
of Licensee enforceable in accordance with its terms.



(c) There are no claims (relating to patent infringement or
any other matters), actions, suits, proceedings, arbitrations or investigations
pending or, to the best of Licensee's



knowledge, threatened, against Licensee which if adversely determined would
adversely affect the Licensed Patents or Licensed Technology (or the
patentability thereof) or Licensee's ability to enter into or carry out this
Agreement or use or license Licensed Patents or Licensed Technology.


(d) the shares of Common Stock issued to OMRF under this
Agreement on the date hereof and the securities issued in the future by Licensee
to OMRF from time to time shall be validly issued, fully paid and nonassessable,
free and clear of any claims or restrictions of any kind except under federal
and state securities laws.



    9.4 Representations and Warranties of
OMRF. OMRF hereby warrants that it owns the entire right~ title .and
interest in the Licensed Patents and Licensed Technology and that it has full
power and authority to execute, deliver and perform this Agreement and the
obligations hereunder. OMRF further warrants and represents that there is
nothing in any third party agreement OMRF has entered into as of the Effective
Date that will limit OMRF's ability to perform the obligations undertaken by
OMRF hereunder, and that it will not enter into any agreement after the
Effective Date that would incur any such limitations.




10. Miscellaneous and General



	


    10.1 Export Controls. Licensee
acknowledges that OMRF is subject to United States laws and regulations
controlling the export of technical data, computer software, laboratory
prototypes and other commodities and that its obligations hereunder are
contingent on 

compliance with all applicable United States export and other
laws and regulations. The 



transfer of certain technical data and commodities may
require a license from the cognizant agency of the United States Government
and/or written assurances by Licensee that Licensee shall not export data or
commodities to certain foreign countries without prior approval of such agency.
OMRF neither represents that a license shall not be required nor that, if
required, it shall be issued.



    10.2 Legal Compliance. Licensee
agrees that it will comply with all applicable laws and regulations rela~ng to
its manufacture, processing, production, use, advertisement, marketing, sale and
di~tribution of Licensed Products and Licensed Services.



    10.3 Required Consents. Licensee
shall obtain any and all licenses, permits, approvals or authorizations
("Required Consents") required by any governmental entity or agency having
jurisdiction over the transactions contemplated by this Agreement. OMRF shall
cooperate with, and provide reasonable assistance to, Licensee in obtaining the
Required Consents; provided, however, that Licensee shall reimburse OMRF for all
of OMRF's reasonable out-of-pocket expenses incurred in providing such
assistance.

    10.4 Independent Contractor. 
Licensee's relationship to OMRF hereunder shall be that of a licensee only.
Licensee shall not be the agent of OMRF and shall have no authority to act for
or on behalf of OMRF in any matter. Persons retained by Licensee as employees or
agents shall not by reason thereof be deemed to be employees or agents of OMRF.



    10.5 Patent Marking. Licensee
agrees to mark the Licensed Products sold in the United States and, to the
extent practical, identify all Licensed Services with all applicable United
States patent numbers. All Licensed Products shipped to or sold in other
countries shall be .to the extent practical marked in such a manner as to
conform with the patent laws and practice of the country of manufacture or sale.
"



    10.6 Use of Names. Except as
required by law, none of the names of OMRF or any of its officers, trustees,
directors ~or employees may be used by Licensee in any manner for announcing,
advertising, promoting or marketing of Licensed Products, Licensed Services,
Licensed Processes or securities of Licensee unless the written permission of
OMRF, or the individual, as the c~se may be, is obtained in adv.ance, except
that Licensee may state that it is licensed by OMRF under one or more of the
patents and/or applications comprising the Licensed Patents. Licensee may,
however, use the name Of any employee of OMR-F who is a consultant or member of
an advisory board of Licensee, with their permission, and provided, also, that
their affiliation with OMRF is identified.



    10.7 Interpretation. The parties
are equally responsible for the preparation of this Agreement, and in any
judicial proceeding or arbitration the terms hereof shall not be more strictly
construed against one party than the other.

    10.8 Place of Execution. This Agreement and any
subsequent modifications or amendments hereto shall be deemed to have been
executed in the State of Oklahoma, U.S.A. This Agreement shall not become
effective or binding upon OMRF until signed on its behalf by its President.



    10.9 Governing Law. This Agreement
and all amendments, modifications, alterations, or supplements hereto, and the
rights of the parties hereunder, shall be construed under and governed by the
laws of the State of Oklahoma and the United States of America.



    10.10 Arbitr~'on. Subject to the
right of either party to seek an injunction or other temporary relief, any
controversy or claim arising out of or relating to this Agreement of the breach
thereof will be settled by arbitration in Oklahoma City, Oklahoma, before and in
accordance with the Commercial Arbitration Rules of the American Arbitration
Association. The award rendered in that arbitration will be binding on the
parties hereto, and judgment upon the award can be entered by any court having
jurisdiction thereof..Without detracting from the generality of the foregoing,
the following specific provisions also will apply:



(a) The proceedings will be held by a panel of three
arbitrators, each party having the right to select one arbitrator, with the
third to be selected in accordance with the Rules of the American Arbitration
Association;





(b) The parties, by mutual agreement, can. also provide that all or part of the
arbitration proceedings be held outside of Oklahoma City, Oklahoma; in this
event, the parties will equally bear any specific expenses resulting from that
decision;

(c) Before rendering their final decisions, the arbitrators
will first act as friendly, disinterested parties for the purpose of helping the
parties reach compromise settlements on the points in dispute; and



(d) The costs of the arbitration will"be in the discretion of
the arbitrators, provided, however, that no party is obliged to pay more than
its own costs, the costs of the arbitrator it has nominated, and the cost of the
third arbitrator.



    10.11 Notices. All notices,
statements and reports required or contemplated herein by one party to the other
shall be in writing and shall be deemed to have been given upon delivery in
person or upon the expiration of five (5) da3/s after deposit in a lawful mail
depository in the country of residence of the party giving the notice,
registered or certified airmail postage prepaid, and addressed as follows:



If to OMRF:



Attention: President

Oklahoma Medical Research Foundation

825 N. E. 13th Street

Oklahoma City, Oklahoma 73104

Facsimile: (405) 271-3980



With a copy (which shall not constitute notice) to:



John S. Pratt, Esq.

Kilpatrick Stockton LLP

Suite 2800

1100 Peachtree Street

Atlanta, GA 30309

Facsimile: (404) 815-6555



If to Licensee:



Attention: President

ProteomTech-YiBai, Inc.

800 Research Parkway

Oklahoma City, OK 73104

Facsimile: (405) 271-7180



    Either party hereto may change the address
to which notices to such party .are to be sent by giving notice to the other
party at the address and in the manner provided above. Any notice herein
required or permitted to be given may be given, in addition to the manner set
forth above, by telex, facsimile or cable, provided that the party giving such
notice obtains confirmation of transmission receipt. Notice made in this manner
shall be deemed to have been given when such notice has been transmitted.




    10.12 Assignments and Inurement. 
Neither party shall sell, transfer, assign, or delegate in whole or in part this
Agreement, or any rights, duties, obligations or liabilities under this
Agreement (collectively "assign"), by operation of law or otherwise without the
prior written consent of the other party; provided, however, either party shall
have the right to assign all of its rights, duties, obligations and liabilities
under this Agreement to any affiliate or other related entity, controlling,
cgntrolled by or under common control with such party or in connection with any
sale, merger, consolidation, recapitalization or .reorganization involving 

in each case the sale of all or substantially all of the
capital stock of the party or the assets of such party to which this Agreement
relates. This Agreement shall be binding upon and inure to the benefit of the •
successors and permitted assigns of the parties hereto.



    10.13 Entire Agreement. This Agreement constitutes the
entire agreement between OMRF and Licensee with respect to the subject matter
hereof and shall not be modified, amended or terminated except as herein
provided or except by another agreement in writing executed by the parties
hereto.



    10.14 Headings. The section and paragraph headings are
for convenience only and are not a part of this Agreement.



    10.15 Severability. All rights and restrictions
contained herein may be exercised and shall be applicable and binding only to
the extent that they do not violate any applicable laws and are intended to be
limited to the extent necessary so that they will not render this Agreement
illegal, invalid or unenforceable. If any provision or portion of any provision
of this Agreement not essential to the commercial purpose of this Agreement
shall be held to be illegal, invalid or unenforceable by a court of competent
jurisdiction, it is the intention of the parties that the remaining provisions'
or portions thereof shall constitute their agreement with respect to the subject
matter hereof, and all such remaining provisions or portions thereof shall
remain in full force and effect. To the extent legally permissible, any illegal,
invalid or unenforceable provision of this Agreement shall be replaced by a
legal, valid and enforceable provision which will implement the commercial
purpose of the illegal, invalid or unenforceable provision. In the event that
any provision essential to the commercial purpose of this Agreement is held to
be illegal, invalid or unenforceable and cannot be replaced by a legal, valid
and enforceable provision which will implement the commercial purpose of this
Agreement, either party shall have the right to terminate this Agreement
effective on notice.



    IN WITNESS WHEREOF, the parties have caused this Agreement to
be executed by their duly authorized representatives as of the Effective Date.



 


OKLAHOMA MEDICAL RESEARCH FOUNDATION





By: /s/ J. Donald Capra, M.D.

J. Donald Capra, M.D.,
President



 

 


PROTEOMTECH-YIBAI, INC.




By: /s/ Chao Gao, Ph.D. 


Chao Gao, Ph.D., President