EXHIBIT 10.10

         *CONFIDENTIAL PORTIONS OF THIS AGREEMENT HAVE BEEN OMITTED AND
                FILED SEPARATELY WITH THE COMMISSION PURSUANT TO
                      A REQUEST FOR CONFIDENTIAL TREATMENT*


             EXCLUSIVE PATENT AND KNOW HOW LICENSE OPTION AGREEMENT

This Exclusive Patent and Know How License Option Agreement (this  "AGREEMENT"),
effective as of December 28, 2005 (the "EFFECTIVE DATE"), is entered into by and
between SAFETEK  INTERNATIONAL,  INC., a corporation organized under the laws of
the  State  of  Delaware,  directly  or  through  one of its  subsidiaries  (the
"COMPANY"),   and  MATRIX  PHARMA  INC.,  a  privately  held  Delaware   company
("MATRIX").

                                 R E C I T A L S

WHEREAS,  Matrix has  developed  Thrombin  Inhibitor  compounds  with  potential
therapeutic value ("COMPOUNDS"); and

WHEREAS,  Matrix has  commenced  the R&D Program (as  defined  below),  it shall
continue its conduct after the date hereof and fund it  independently  according
to the terms set forth herein,  and it anticipates  with no guarantee of success
that the oral bio  availability  of the Compound  will be achieved and the First
Milestone will be obtained by it prior to January 31, 2006; and

WHEREAS,  Matrix confirms that it is the sole and exclusive owner or sublicensee
of all rights to the Compounds; and

WHEREAS,  Matrix  desires to grant the Company an Option to obtain an  exclusive
license to the Compounds  upon the terms and conditions  hereinafter  set forth;
and

WHEREAS, the Company desires to obtain an Option for an exclusive license to the
Compounds, upon the terms and conditions hereinafter set forth; and

WHEREAS,  the Company desires to enter into research and development program for
the development of License Products based on the Compounds after the exercise of
the Option, subject to the terms set forth herein and in the R&D Agreement; and

WHEREAS,  Matrix is willing to assist the Company  with the  development  of the
Licensed Product and to provide it with research and development  services under
the terms set forth herein and in the R&D Agreement.

NOW, THEREFORE, the parties hereby agree as follows:

1     DEFINITIONS

      1.1   "AFFILIATE"  means any Person  directly or  indirectly  controlling,
            controlled by, or under common control with such other Person.

      1.2   "BANKRUPTCY  EVENT" of a Person  means any event where such  Person:
            (i) shall become  insolvent;  (ii) shall apply for or consent to the
            appointment of any liquidator,  receiver,  trustee or  administrator
            for all or a substantial part of its business, properties, assets or

<PAGE>
                                      -2-


            revenues;  (iii) a liquidator,  receiver,  trustee or  administrator
            shall be appointed for such Person; (iv) a bankruptcy,  arrangement,
            readjustment of debt, dissolution,  liquidation or similar executory
            or judicial  proceeding shall be instituted  against such Person; or
            (v) such Person shall call a  creditors'  meeting for the purpose of
            entering into an arrangement with them.

      1.3   "EXERCISE DATE" means March 31, 2006.

      1.4   "FIELD"    means    antithrombotics,    including    anticoagulants,
            antiplatelets  and thrombolytics  classes and specifically  Thrombin
            inhibitors, for treatment of thrombosis and thromboembolic diseases.

      1.5   "GOVERNMENTAL AGENCY" means any local,  regional,  state, foreign or
            other governmental agency, instrumentality,  commission,  authority,
            board or body.

      1.6   "INTELLECTUAL  PROPERTY  RIGHTS"  means  any  and  all  intellectual
            property  rights,   including  without  limitation  patents,  patent
            applications,  any copyrights and registrations and applications for
            registration  thereof,   computer  software,   programs,   data  and
            documentation,  technology,  trade secrets and confidential business
            information, whether patentable or non-patentable and whether or not
            reduced  to  practice,  know-how,  designs,  prototypes,  laboratory
            protocols, enhancements, improvements,  works-in-progress,  research
            and development  information,  and other proprietary rights relating
            to any of  the  foregoing  (including  without  limitation  remedies
            against  infringements  thereof  and  rights  of  protection  of  an
            interest therein under the laws of all jurisdictions).

      1.7   "LICENSE" shall have the meaning set forth in Section 3.1 hereunder.

      1.8   "LICENSE  TERM"  shall  mean the  term of the  License  which  shall
            commence  upon the exercise of the Option and shall remain in effect
            until   terminated  in  accordance   with  the  provisions  of  this
            Agreement.

      1.9   "LICENSED  PRODUCT" shall mean the  Compounds,  or any part thereof,
            and/or  any  new   Intellectual   Property  Rights  developed  made,
            conceived or created  (including  through  third party  contractors)
            containing  any  inventions,  innovations  and  other  improvements,
            resulting from the Compounds or any part thereof and/or are deriving
            from and/or containing the Compounds and/or any part thereof.

      1.10  "LIEN" means any mortgage,  pledge, security interest,  encumbrance,
            lien  right of third  party or  charge  of any kind  (including  any
            conditional sale or other title retention  agreement or lease in the
            nature  thereof),  any  trust,  any  filing or  agreement  to grant,
            deposit  or file a pledge or  financing  statement  as debtor  under
            applicable law, or any subordination arrangement in favor of another
            person.

      1.11  "MATRIX  IP"  means  any  proprietary  technologies,   know-how  and
            Intellectual Property Rights of Matrix Ltd. required for the conduct
            of Matrix's  obligations  pursuant to the R&D Agreement  and/or this
            Agreement,  whether existing today or in the future,  all subject to
            section 3.7 herein.

      1.12  "MATRIX LTD" means Matrix Advanced Solutions Limited.

      1.13  "NET RIGHTS  INCOME"  means any net income  actually  generated  and
            received,  directly  or  indirectly,  by the  Company  and/or on its
            behalf in connection with the Licensed  Products  and/or  Compounds,
            other  than Net  Sales,  resulting  from the grant of any  rights to
            third parties  which are  Subsidiaries  of the Company,  directly or
            indirectly,  in the Territory,  with respect to any Licensed Product
            and/or Compounds or any part thereof (e.g., sale, transfer, license,
            sublicense, commercial rights, etc.)("RIGHTS"),  less any Deductions
            (as defined in Section y1.14 hereunder) applicable to such income.

<PAGE>
                                      -3-


      1.14  "NET SALES" shall mean the revenue actually  received by the Company
            or on its  behalf,  directly or  indirectly,  from sales of Licensed
            Product and/or Compounds or any part thereof in Territory,  less the
            following  deductions  to the  extent:  (i) such  amounts  have been
            incurred by the  Company in  connection  with such sales;  (ii) have
            been included in the amounts invoiced; and (iii) thereafter actually
            allowed or taken, ("DEDUCTIONS"):

            1.14.1 Brokers' or agents' commissions actually allowed and taken;

            1.14.2 Trade, cash and/or quantity discounts allowed, if any;

            1.14.3 Actual  returns or rejections of Licensed  Products for which
                   Royalty was paid or payable hereunder;

            1.14.4 Value-added  taxes,  sales  taxes,  excise  taxes  and  other
                   governmental charges  based  directly  on sales,  turnover or
                   delivery of the Licensed Products actually paid or allowed;

            1.14.5 Duty; and

            1.14.6 Freight  charges paid for  delivery and other  transportation
                   costs, including insurance charges, duties and tariffs.

      1.15  "NON COMPETE FIELD" means the field of Thrombin  Inhibitors  used to
            inactivate or sequester thrombin.

      1.16  "OPTION" shall have the meaning set forth in Section 2.1 hereunder.

      1.17  "PERSON" means an individual, corporation, partnership, association,
            trust or other entity or  organization,  including a  government  or
            political subdivision or an agency or instrumentality thereof.

      1.18  "QUALIFIED  ENTITY"  means  established  pharmaceutical  corporation
            which is a production,  marketing or research  leader with an annual
            turnover  exceeding  US$20,000,000 or company  valuation of at least
            US$100,000,000.

      1.19  "REPORTING  PERIOD" means each calendar  quarter  during the License
            Term.

      1.20  "R&D  AGREEMENT"  shall have the  meaning  set forth in Section  5.1
            hereunder.

      1.21  "SCIENTIFIC  ARBITRATOR" shall have the meaning set forth in Section
            20.1 hereunder.

      1.22  "STEERING  COMMITTEE"  shall have the meaning set forth in Section 6
            hereunder.

      1.23  "SUB-LICENSEE"  shall  mean  any  sub-licensee,  whether  direct  or
            indirect, of the rights herein.

      1.24  "SUBSIDIARY"  means,  with  respect to any Person,  its wholly owned
            subsidiary.

      1.25  "TERRITORY" shall mean world-wide.

      1.26  the terms "MILESTONE", "FIRST MILESTONE", "SECOND MILESTONE", "THIRD
            MILESTONE",   ""FOURTH  MILESTONE",  "FIFTH  MILESTONE",  "STAGE  OF
            DEVELOPMENT",  "FIRST  STAGE  OF  DEVELOPMENT",   "SECOND  STAGE  OF
            DEVELOPMENT",  "THIRD STAGE OF  DEVELOPMENT",  and "FOURTH  STAGE OF
            DEVELOPMENT",  "FIFTH STAGE OF  DEVELOPMENT"  shall have the meaning
            ascribed to them in Exhibit 5.1.

2     THE OPTION

      2.1   The  Company  is hereby  granted  an option to obtain  License  (the
            "OPTION").  The  Option  will  be  exercisable  by  the  Company  by
            providing  Matrix with  written  notice not later then the  Exercise
            Date, such notice  containing the Company's  undertaking to initiate
            the R&D  Program  and fund the First  Stage of  Development  and the
            Second Stage of Development pursuant to the R&D Program and pursuant

<PAGE>
                                      -4-


            to the terms of this  Agreement (the  "EXERCISE  NOTICE").  Upon the
            receipt of the  Exercise  Notice and  repayment  of the costs as set
            forth in Section  2.3 by Matrix  the  Company  shall be granted  the
            License, automatically and without any further action.

      2.2   For the  avoidance  of doubt,  the  Company  does not  undertake  to
            exercise the Option, and it shall be the Company's decision,  in its
            sole discretion,  whether to exercise the Option, including (without
            limitation of the generality of the aforesaid), as the result of the
            IP due diligence conducted by the Company. Notwithstanding any other
            provision  of this  Agreement,  in the  event  that (i) the  Company
            decides  not to  exercise  the  Option as a result of due  diligence
            conducted,  which  reveals the  likelihood  of  invalidation  of, or
            infringement  by, any of the patents  listed in the IP Due Diligence
            report provided  November 11th, 2005  ("MATERIAL  ISSUE"),  and (ii)
            Matrix did not disclose the Material  Issue to the Company  prior to
            the  Closing  Date (as  defined  hereunder),  and (iii) the  Company
            notifies Matrix of its decision not to exercise the Option within 45
            days of the Closing Date, then US$ 30,000,  constituting one half of
            the  Advance,  shall be returned to the Company  within 90 days from
            the  Company's  notification  of its  decision  not to exercise  the
            Option due to the above circumstances.

      2.3   Upon the  exercise of the Option,  and subject to Section 3.2 of the
            R&D Agreement,  the Company shall reimburse  Matrix for the costs of
            its work as part of the First Stage of  Development  until such date
            (less the Advance of US$60,000)  ("MATRIX  INTERNAL  R&D").  For the
            avoidance of doubt, upon the exercise of the Option and repayment to
            Matrix  of  costs  of work  pursuant  to this  Section,  all  Matrix
            Internal  R&D  shall be  deemed to be  conducted  by Matrix  for the
            Company under the R&D Agreement.

      2.4   If the Company fails to exercise the Option until the Exercise Date,
            all Matrix Internal R&D shall remain the sole and exclusive property
            of Matrix  and the  Agreement  shall be  regarded  to as  terminated
            according to Section y17.617.5.

      2.5   Matrix   hereby   undertakes,   to  provide  the  Company  with  any
            documentation and details, including, without limitation,  financial
            reports,  as  shall be  required  by the  Company  in order to fully
            comply with any  applicable  reporting  requirements  of the SEC (as
            defined below) in timely manner, including,  without limitation, the
            submission  of financial  statements  of Matrix,  and, to the extent
            required,  the  relevant  financial  reports of its  parent  company
            Matrix Ltd.  and  prepared in  accordance  with US GAAP (the "MATRIX
            DOCUMENTATION"), to be provided to the Company by February 15, 2006.
            All  direct  and  indirect  expenses  with  regards  to such  Matrix
            Documentation  shall be equally  divided  between  the parties up to
            US$30,000,   provided   that  if  it  is   determined   that  Matrix
            Documentation  requested  by the Company and  prepared by Matrix was
            not in fact  required by the  Company in order to fully  comply with
            any  applicable  reporting  requirements  of the SEC then the entire
            cost of  preparation  of such  documentation  shall  be borne by the
            Company.  Any  expense  over  US$30,000  will be paid by Company and
            Matrix  will be fully  reimbursed  for such sum.  In  addition,  all
            documentation  of NSCI Novel  Science  International  GmbH  ("NSCI")
            required by the Company pursuant shall be provided to the Company by
            NSCI,  according  to NSCI  letter  in the form  attached  hereto  as
            EXHIBIT 2.5 (the "NSCI Letter").  To prevent any doubt, Matrix shall
            not be responsible  for the performance of NSCI's  undertakings  and
            obligations hereunder.

<PAGE>
                                      -5-


3     THE LICENSE

      3.1   Subject to the exercise of the Option by the Company,  Matrix hereby
            grants the Company,  an exclusive  (subject to Sections y3.2,  y12.2
            and 17.3 hereunder),  irrevocable for the License Term, transferable
            (subject  to the terms of  Section  y3.3  herein),  royalty  bearing
            license,  for the  License  Term,  to  research,  develop,  perform,
            produce,  make, have made, use, market, sell, lease, dispose,  copy,
            modify, lease,  distribute,  display, bundle,  sub-license,  import,
            export and  commercialize  the Licensed Products and/or Compounds in
            the Territory,  including, without limitation,  through the grant of
            Right (the "LICENSE").

      3.2   Matrix agrees that,  unless otherwise agreed between the Company and
            Matrix  in  advance  and in  writing,  in  order  to  establish  the
            exclusivity  of the License  granted  pursuant to Section y3.1 above
            and subject to Section y12.2 hereunder, for the License Term, Matrix
            shall not grant any other license,  to research,  develop,  perform,
            produce,  make, have made, use, market, sell, lease, dispose,  copy,
            modify, lease,  distribute,  display, bundle,  sub-license,  import,
            export or  commercialize:  (a) the Compounds;  and (b) in the Field,
            for a period of three (3) years from the Option  Exercise  Date, any
            other  compounds owned or developed by Matrix prior to or during the
            License Term, and (c) in the Non-Compete  Field,  without limitation
            on period,  , any other compounds owned or developed by Matrix prior
            to or during the  License  Term,  all subject to the terms set forth
            herein.

            For the avoidance of doubt, the exclusivity  granted hereunder shall
            not apply  with  respect  to  general  know how of  Matrix  which is
            customary  knowledge  of Persons  operating  in the  Field,  or with
            respect to any patent underlying the Compounds in the case of expiry
            or invalidity of such patent.

      3.3   The  Company  may,  grant  sublicenses  or other  Rights to Licensed
            Products and/or Compounds to Affiliates or other Persons, in an arms
            length  bona  fide  transaction  ("SUB-LICENSE")  provided  that the
            Company shall  incorporate terms and conditions into its Sub-License
            agreements  sufficient  to enable the  Company  to comply  with this
            Agreement, and the Sub-Licensee must provide that the obligations of
            the  Company  under  this  Agreement   shall  be  binding  upon  the
            Sub-Licensee as if it were a party to this  Agreement.  In the event
            that this  Agreement  is  terminated  while the  Sub-Licensee  is in
            compliance  with its  Sub-License,  Matrix  agrees  to grant to such
            Sub-Licensee,  at such  Sub-Licensee's  request, a direct license to
            the rights  sublicensed under the Sub-License,  on substantially the
            same terms and  conditions of this  Agreement,  provided that Matrix
            may require adequate  assurances  protecting its rights and economic
            benefit.

      3.4   Matrix shall be  responsible  to have each and every Person that may
            materially  participate  in any future  research  activity of Matrix
            with  regards  to the  Compounds,  or  that  may be  exposed  to any
            material  part  of the  technology  or  information  underlying  the
            License, execute a confidentiality and acknowledgement  agreement in
            a form  acceptable to Company,  in which such person shall undertake
            to  abide  by the  obligations  stated  in this  Section  3, and the
            confidentiality  obligations  herein. At the request of the Company,
            Matrix shall provide the Company with a list of all Persons involved
            in such future research and shall provide the Company with copies of
            all undertakings signed by such Persons.

      3.5   Subject  to  Section  hereafter,  neither  Matrix  nor  any  of  its
            shareholders,    directors,    officers,    employees    or    other
            representatives  or agents,  nor any other  Person  involved  in any
            future  research  by Matrix,  shall  have the right to  publish  any
            material,  including  but not limited to articles  and papers,  that
            incorporate  information  relating to the Compounds which can effect
            their  patentability,  unless  Matrix  has  prepared  and  filed  an
            appropriate  patent  applications  to  protect  its  rights  in such
            information and the commercial interest of the Company;

<PAGE>
                                      -6-


      3.6   Neither  Matrix nor any of its  shareholders,  directors,  officers,
            employees or other  representatives  or agents, nor any other Person
            involved in any future research by Matrix,  shall take any action or
            enter  into any  agreement  after the date  hereof  relating  to the
            Licensed  Products  and/or the  Compounds  during the License  Term,
            which  is  inconsistent  with  the  provisions  hereof,  (including,
            without  limitation,   making  any  disposition  of  the  Compounds,
            including  by way of transfer,  option  grant,  mortgage,  pledge or
            otherwise).

      3.7   Matrix hereby  undertakes to exploit the Matrix IP, if required,  in
            order to provide the services pursuant to the R&D Agreement.  Matrix
            hereby  undertakes  that,  for a period of three (3) years  from the
            Effective Date, Matrix will be provided by Matrix Ltd. and by any of
            the  subsidiaries  and  affiliates  of Matrix  Ltd.  (together,  the
            "RELATED  PARTIES") with any services required in order to fully and
            professionally  fulfill  the  obligations  of Matrix  hereunder  and
            pursuant  to the  R&D  agreement  ("MATRIX  IP  SERVICES").  For the
            avoidance of doubt, and notwithstanding any other provisions of this
            Agreement or the R&D Agreement,  Matrix IP Services shall be subject
            to any reasonable  request of the Company,  and provided at the cost
            price of such Matrix IP Services  to the Related  Parties,  provided
            that if Matrix.  ceases to be a wholly  owned  subsidiary  of Matrix
            Ltd. and following such cessation the cost to Matrix of the services
            provided  to Matrix by the  Related  Parties  increases  beyond  the
            actual  cost of such  services  to such  Related  Parties,  then the
            parties hereto shall negotiate in good faith the possible  increment
            in the cost of the  Matrix  IP  Services  provided  by Matrix to the
            Company.

4     SUBLICENSE FEE AND PAYMENT TERMS

      From and after the  exercise of the Option,  and in  consideration  of the
      grant of rights hereunder,  the Company undertakes to pay Matrix milestone
      payments and royalties as follows:

      4.1   Upon the completion of each Stage of Development, subject to Section
            y6.3.4,  or upon continuing to the next Stage of Development,  which
            shall  automatically  be regarded to as  fulfillment of the previous
            milestone,  the Company shall pay to Matrix the applicable milestone
            payments  ("MILESTONE  PAYMENTS") within 45 days of such completion,
            as follows:

            4.1.1 upon the  achievement of the First Milestone at the completion
                  of the First Stage of Development - an amount of *;

            4.1.2 upon the achievement of the Second Milestone at the completion
                  of the Second Stage of Development - an amount of *;

            4.1.3 upon the  achievement of the Third Milestone at the completion
                  of the Third Stage of Development - an amount of *;

            4.1.4 upon the achievement of the Fourth Milestone at the completion
                  of the Fourth Stage of Development - an amount of * ; and

            4.1.5 upon the  achievement of the Fifth Milestone at the completion
                  of the Fifth Stage of Development - an amount of *;

----------
*     Omitted  pursuant  to a  request  for  confidential  treatment  and  filed
      separately with the Securities and Exchange Commission.

<PAGE>
                                      -7-


      4.2   Each Milestone Payments shall be paid, at the Company's  discretion,
            either by:

            4.2.1 cash  payment  in U.S.  dollars  payable  by  means  of a wire
                  transfer  to  a  bank  account   designated  by  Matrix;   or,
                  alternatively -

            4.2.2 by the  issuance of shares of Common  Stock  $0.0001 par value
                  each of the Company of the type listed in the Over the Counter
                  Bulletin  Board  or  NASDAQ  or any  other  exchange  or other
                  quotation  system which requires  timely filings with the SEC,
                  to Matrix,  in such amount to be  determined  by dividing  the
                  applicable Milestone Payment by the average closing sale price
                  per share at which such  shares  (the  "SHARES")  were  traded
                  during the last 60 days prior to the  issuance of such Shares,
                  and subject to the following terms and conditions:

                  4.2.2.1 The Shares,  if and when issued and allotted,  will be
                        duly   authorized,    validly   issued,    fully   paid,
                        non-assessable,  and free of any preemptive rights, will
                        be  issued  free  and  clear of any  Liens  or  transfer
                        limitations  other  than as  provided  under  applicable
                        securities  laws and duly  registered  in the  Company's
                        stock ledger.

                  4.2.2.2 Matrix  represents to the Company that it  understands
                        that the Shares it may receive hereunder are "restricted
                        securities"  under the  United  States  securities  laws
                        since the Shares are being  acquired from the Company in
                        a transaction not involving a public offering,  and that
                        under such laws and  applicable  regulations  the Shares
                        may  not  be  resold  without   registration  under  the
                        Securities Act of 1933, as amended, or an exemption from
                        registration.    Matrix    further    understands    and
                        acknowledges  that the Company has no obligation to file
                        a  registration  statement  under the  Securities Act of
                        1933, as amended,  for the Shares or to otherwise assist
                        Matrix   in   complying    with   any   exemption   from
                        registration.  Matrix  further  represents  that  it  is
                        familiar with Rule 144 promulgated  under the Securities
                        Act of 1933,  as  amended,  and  understands  the resale
                        limitations imposed thereby and by the Securities Act of
                        1933, as amended.

                  4.2.2.3  Matrix  further  represents  and  warrants  that  the
                        following representations and warranties are correct and
                        complete  as of the date of the  Agreement,  and will be
                        correct  and  complete  on the date  that the  Option is
                        exercised:

                              (a) Matrix  will be  acquiring  the Shares for its
                        own account as principal, not as a nominee or agent, for
                        investment  purposes  only,  and not with a view to,  or
                        for, resale,  distribution or fractionalization  thereof
                        in whole or in part and no other  person has a direct or
                        indirect  beneficial  interest  in  such  Shares  or any
                        portion  thereof.  Further,  Matrix  does  not  have any
                        contract, undertaking, agreement or arrangement with any
                        person to sell, transfer or grant participations to such
                        person  or to any  third  person,  with  respect  to the
                        Shares or any part thereof.

                              (b) Matrix is not  subscribing for the Shares as a
                        result of or subsequent to any  advertisement,  article,
                        notice   or  other   communication   published   in  any
                        newspaper,  magazine or similar media or broadcast  over
                        television  or radio,  or  presented  at any  seminar or
                        meeting, or any solicitation of a subscription by person
                        previously not known to Matrix.

<PAGE>
                                      -8-


                              (c) Matrix further  represents and warrants to and
                        agrees with the Company and its affiliates as follows:

                                        (i) Matrix  realizes  that the basis for
                                the   exemption   may   not   be   present   if,
                                notwithstanding   such   representations,    the
                                undersigned  has in mind  merely  acquiring  the
                                Shares for a fixed or determinable period in the
                                future, or for a market rise, or for sale if the
                                market does not rise. The  undersigned  does not
                                have any such intention;

                                        (ii)  Matrix  has  such   knowledge  and
                                experience in financial and business  matters as
                                to be capable of evaluating the merits and risks
                                of the  prospective  investment  in the  Shares.
                                Matrix also represents it has not been organized
                                for the purpose of acquiring the Shares;

                                        (iii)   Matrix  has  been   provided  an
                                opportunity  for a  reasonable  period  of  time
                                prior to the date  hereof to obtain  information
                                concerning the Company and all other information
                                to  the  extent  the  Company   possesses   such
                                information    or   can   acquire   it   without
                                unreasonable effort or expense;

                                        (iv) Matrix has  carefully  reviewed all
                                of the Company's  filings  under the  Securities
                                Exchange Act of 1934, as amended. Matrix further
                                understands  that the  Company has not filed its
                                Form  10-QSB  which  was  due  to  be  filed  by
                                November 14, 2005 and will be de-listed from the
                                Over the Counter Bulletin Board.

                                        (v)   Matrix  is  not   relying  on  the
                                Company,   or  its  affiliates  or  agents  with
                                respect to economic  considerations  involved in
                                this investment.  Matrix  undersigned has relied
                                solely on its own advisors;

                              (d) No  representations  or  warranties  have been
                        made to Matrix by the Company, or any officer, employee,
                        agent,  affiliate or  subsidiary  of the Company,  other
                        than  the   representations  of  the  Company  contained
                        herein,   and   Matrix   is   not   relying   upon   any
                        representations other than those contained herein.

                              (e) Each certificate representing the Shares shall
                        be endorsed with the following  legends,  in addition to
                        any  other  legend  required  to be  placed  thereon  by
                        applicable federal or state securities laws:

<PAGE>
                                      -9-


                        "THESE  SECURITIES  HAVE NOT BEEN  REGISTERED  UNDER THE
                        SECURITIES  ACT OF 1933,  AS  AMENDED  (THE  "SECURITIES
                        ACT"),   AND  MAY  NOT  BE   OFFERED,   SOLD,   PLEDGED,
                        HYPOTHECATED,   ASSIGNED  OR   TRANSFERRED   EXCEPT  (i)
                        PURSUANT   TO  A   REGISTRATION   STATEMENT   UNDER  THE
                        SECURITIES ACT WHICH HAS BECOME EFFECTIVE AND IS CURRENT
                        WITH RESPECT TO THESE SECURITIES,  OR (ii) PURSUANT TO A
                        SPECIFIC   EXEMPTION   FROM   REGISTRATION   UNDER   THE
                        SECURITIES  ACT BUT  ONLY  UPON A  HOLDER  HEREOF  FIRST
                        HAVING  OBTAINED  THE WRITTEN  OPINION OF COUNSEL TO THE
                        CORPORATION,  OR OTHER COUNSEL REASONABLY  ACCEPTABLE TO
                        THE  CORPORATION,   THAT  THE  PROPOSED  DISPOSITION  IS
                        CONSISTENT   WITH  ALL  APPLICABLE   PROVISIONS  OF  THE
                        SECURITIES ACT AS WELL AS ANY  APPLICABLE  "BLUE SKY" OR
                        SIMILAR SECURITIES LAW."

                              (f)  Matrix  consents  to  the  Company  making  a
                        notation  on its records or giving  instructions  to any
                        transfer  agent of the Company in order to implement the
                        restrictions on transfer of the Shares set forth herein.

                              (g) Matrix  understands  that an investment in the
                        Shares is a speculative investment which involves a high
                        degree of risk.

                              (h)  Matrix  is  aware  that no  federal  or state
                        agency has (i) made any finding or  determination  as to
                        the   fairness  of  this   investment,   (ii)  made  any
                        recommendation  or  endorsement  of  the  Shares  or the
                        Company,  or (iii)  guaranteed or insured any investment
                        in the Shares or any investment made by the Company.

                              (i)  Matrix  understands  that  the  price  of the
                        Shares  offered  hereby  bear no relation to the assets,
                        book  value  or  net  worth  of  the  Company  and  were
                        determined  arbitrarily by the Company.  The undersigned
                        further  understands that there is a substantial risk of
                        further dilution on the Company's shares.


                  4.2.2.4  Notwithstanding  the  aforesaid,  after the date that
                        Matrix  is  issued  Shares,  if at any time the  Company
                        intends to file a  registration  statement  under the US
                        Securities  Act of 1933, as amended,  for its securities
                        for its own  account or for the account of a third party
                        (other than a  registration  of  securities  issuable on
                        Forms S-4,  S-8 or any similar  form  available  for the
                        Company,  or any successor  form thereto  pursuant to an
                        employee share option, share purchase or similar benefit
                        plan,  or  pursuant  to a  merger,  exchange  offer or a
                        registration  on any  registration  form  which does not
                        include  substantially  the same information as would be
                        required  to be  included  in a  registration  statement
                        covering  the  resale of the  Shares),  it shall  give a
                        written  notice to Matrix  of such  intention.  Upon the
                        written  request of Matrix given within twenty (20) days
                        after its receipt of any such notice,  the Company shall
                        use  its   reasonable   efforts   to   include  in  such
                        registration  all of the then  outstanding  Shares which

<PAGE>
                                      -10-


                        Matrix  holds and  indicated  its desire to  register in
                        such  request,  so as to permit the  disposition  of the
                        shares so registered, subject to Matrix agreeing to sign
                        any  underwriting  agreement in customary  form to which
                        the  Company  or it  stockholders  may  be a  party  and
                        agreeing to such lockup obligation and other obligations
                        related to the  registration  that are applicable to all
                        other  shareholders  who hold at least 2% of the  issued
                        and outstanding  shares of the Company that  participate
                        in such registration.

                        Notwithstanding  the  aforesaid,  in  the  event  of  an
                        underwritten  offering,  if  the  managing  underwriters
                        advise  Matrix  in  writing  that in their  opinion  the
                        number  of  securities   included  in  the  registration
                        requests  exceeds  the  number  that can be sold in such
                        offering  without  adversely  affecting  the  ability to
                        effect  an  orderly   distribution   of  the  registered
                        securities,  the Company will be entitled to subordinate
                        the  registration  of the Shares to the  registration of
                        securities   by  the  Company   for  its  own   account.
                        Additionally,   and  notwithstanding   anything  to  the
                        contrary in the first paragraph of this Section 4.2.2.4,
                        if the  Company  is  requested  to  register  the Shares
                        together  with  the   registration   of  third  parties'
                        securities  as part of the purchase  from the Company of
                        such   securities   by  such  third   parties  then  the
                        registration of the Shares may be subject by the Company
                        to a  special  lock-up  for  a  period  of  six  months,
                        regardless  of  whether  or  not  such  third   parties'
                        securities are subject to lock-up.

                        The  registration  rights  granted to Matrix  under this
                        Section  4.2.2.4  shall  terminate  with  respect to any
                        Shares  upon  the  earlier  of (i) the  lapse of 5 years
                        following  the  issuance by the Company of such  Shares;
                        and (ii) if and for so long as such  Shares  can be sold
                        freely  without  registration  under the  Securities Act
                        (such as under Rule 144 or any  successor  thereof).  In
                        the event of an underwritten  offering,  if the managing
                        underwriters  advise  Matrix  in  writing  that in their
                        opinion the amount of securities  proposed to be sold in
                        such  underwritten  offering exceeds the amount that can
                        be sold in such underwritten offering,  then there shall
                        be included in such underwritten  offering the number of
                        Shares which in the opinion of the managing underwriters
                        can be sold.  Without  limiting  the  generality  of the
                        foregoing,  in the  event  Matrix is at any time able to
                        sell Shares under Rule 144(k) and  thereafter  is unable
                        to do so  due  to  its  status  as an  affiliate  of the
                        Company,  Matrix's  rights  under this  section  will be
                        reinstated  with  respect to all of the  Shares  held by
                        Matrix.

                  4.2.2.5 Matrix shall solely bear all tax consequences  arising
                        from this Section  4.2.2,  including the issuance of the
                        Shares and their sale. Matrix will indemnify the Company
                        against and hold it harmless  from,  any  liability  for
                        such tax  liability  or  interest  or  penalty  thereon,
                        including,  without limitation,  liabilities relating to
                        the necessity to withhold, or to have withheld, any such
                        tax.

                  4.2.2.6 Upon  each and  every  issuance  of  Shares  to Matrix
                        hereunder,  the  Company  shall  deliver  to Matrix  the
                        following documents:

<PAGE>
                                      -11-


                        (i)   A stock certificate representing the Shares issues
                              to Matrix;

                        (ii)  Opinion of the legal  counsel  for the  Company in
                              the form of EXHIBIT 4.2.2.6 hereto;

                        (iii) A good standing  certificate from the Secretary of
                              the State of Delaware  dated as of the date of the
                              issuance of such Shares.

                  4.2.2.7 Upon the  holding by Matrix of at least 20% of Company
                        shares  on  a  fully  diluted  basis,   Matrix  will  be
                        entitled,  upon  its  sole  discretion,  to  nominate  a
                        director to the Company's slate.

            4.2.3 If at any time after the  exercise of the Option the shares of
                  common  stock of the  Company  are not  listed on the Over the
                  Counter  Bulletin  Board,  or  any  other  exchange  or  other
                  quotation  system which requires timely filings with the SEC ,
                  the Company shall still be entitled to pay the next  Milestone
                  Payment  which is due in Shares,  provided that the fair value
                  of said Shares shall be determined in accordance with the good
                  faith decision of the Company's Board of Directors which value
                  shall not be less than the lowest price per share paid for the
                  Company stock in the then past twelve-month period. Subsequent
                  to such  Milestone  Payment being made in Shares,  the Company
                  shall pay any future Milestone Payments only by cash until the
                  shares of the  Company  become  listed on the Over the Counter
                  Bulletin  Board,  or any  other  exchange  or other  quotation
                  system,  which requires  timely filings with the SEC, at which
                  time the Milestone  Payments can be made in Shares or cash, in
                  the discretion of the Company.

      4.3   In addition to the  Milestone  Payments,  Matrix will be entitled to
            receive  during the License  Term  royalties of * of any and all Net
            Sales or any and all Net Rights Income  (including such Net Sales or
            Net Rights  Income which were intended to be received by the Company
            and were  received by other Person in lieu of the Company  according
            to the Company's  instructions)  (the  "ROYALTIES"),  subject to the
            following terms and conditions:

            4.3.1 Payment of Royalties shall continue during the License Term as
                  long as the applicable  Licensed Products and/or Compounds are
                  covered by a valid patent.  Notwithstanding  the above,  if it
                  has been  agreed with a third  party that  royalties  or other
                  payment  with  respect to  certain  Licensed  Products  and/or
                  Compounds  shall be paid even after the expiration of relevant
                  patent(s)  during the License Term ("POST  PATENT  PAYMENTS"),
                  the Company shall continue  paying  Royalties to Matrix on Net
                  Rights  Income  and/ or Net  Sales  during  such time that the
                  Company or anyone on its behalf  receives  such  royalties  or
                  other  payment from such third party.  For the purpose of this
                  Section,  the term Post Patent Payment will regard to all such
                  payments which were intended to be received by the Company and
                  were received by other Person in lieu of the Company.  For the
                  voidance  of  doubt,  in the event  that  lower  royalties  or
                  payments are received  after such  expiration,  the  Royalties
                  shall be reduced  accordingly  but shall remain,  at all times
                  including after such  expiration,  at a rate of * of the total
                  Net Rights Income and/or Net Sales if and as reduced.


----------
*     Omitted  pursuant  to a  request  for  confidential  treatment  and  filed
      separately with the Securities and Exchange Commission.

<PAGE>
                                      -12-


            4.3.2 All payments of Royalties should be in U.S.  dollars,  payable
                  by means of a wire  transfer to a bank account  designated  by
                  Matrix.  The Royalties  shall become due and payable within 30
                  days  of the  end of  each  Reporting  Period,  and  shall  be
                  calculated with respect to the preceding Reporting Period.

            4.3.3 In the event that any Licensed  Product  and/or  Compounds are
                  sold in form of a combination  product  containing one or more
                  products  other than the  Licensed  Product  and/or  Compounds
                  ("COMBINATION  PRODUCT"), the amount of revenue to be included
                  in the Net Sales hereunder for such Combination  Product shall
                  be calculated by multiplying  the Net Sales of the Combination
                  Product by the fraction A/(A+B),  where A is the invoice price
                  of the Licensed  Product and/or  Compounds if sold  separately
                  and B is the total invoice price of all the other  products in
                  the Combination Product ("OTHER Products"), if sold separately
                  by the Company or anyone on its behalf.  In the event that any
                  Licensed Product,  Compounds or such Other Product is not sold
                  separately,  than the  parties  hereto  shall,  in good faith,
                  agree to the values  applicable  to A and B which  reflect the
                  prices of such  Licensed  Product,  and/or  Compounds and such
                  Other  Product,  respectively,  as if  they  were  to be  sold
                  separately. The provisions of this Section shall also apply to
                  any grant of Rights by the Company  resulting  with Net Rights
                  Income of Combined Product, mutatis mutandis.

            4.3.4 Company  shall make all Royalty  payments to Matrix under this
                  Agreement  according  to its  terms.  If any  payment  made by
                  Company under this  Agreement is required by law to be subject
                  to  withholding  tax, such  withholding  tax shall be borne by
                  Matrix and shall be  deducted  from the  payments  by Company.
                  Notwithstanding   the   above,   Company   shall  not   deduct
                  withholding taxes from the payments if Matrix provides Company
                  all  the  necessary  documentation  from  the  applicable  tax
                  authorities allowing it not to deduct withholding taxes.

      4.4   Matrix  confirms that payment under the R&D Agreement,  the Advance,
            the Milestone Payments and the Royalties shall be the full, complete
            and final  consideration  that Matrix is  entitled to in  connection
            with the License granted hereunder, and Matrix shall not be entitled
            to   any   additional   fee,   commission,    royalty,   securities,
            reimbursement of expenses or other payment.

5     THE RESEARCH & DEVELOPMENT PROGRAM

      5.1   By the Closing Date, the Steering  Committee shall define a detailed
            research and  development  program for the  development of Compounds
            and the development of License  Products by the Company based on the
            Compounds (the "R&D PROGRAM").  The main Stages of Development,  the
            estimated duration for each Stage of Development, the estimated time
            period from the  conclusion of each Stage of  Development  until the
            commencement of the next Stage of Development  (the "PERIODS BETWEEN
            STAGES") and the  Milestone to be achieved upon the  compilation  of
            each  Stage of  Development  of such R&D  Program  are  detailed  in
            EXHIBIT 5.1.  Notwithstanding  the  provisions of Exhibit 5.1, it is
            hereby  agreed  that if upon the  completion  of any Period  Between
            Stages the Company will be in substantial negotiations for the grant
            of  Sub-License  or other  Rights to a  Qualified  Entity,  and such
            Qualified  Entity  provided  the  Company  with  letter of intent or
            similar  written  document  (whether  binding or  non-binding)  with
            respect to such proposed  transaction,  then the  applicable  Period
            Between  Stages  will be  extended  by an  additional  six (6) month
            period.

<PAGE>
                                      -13-


      5.2   The  estimated  budget  for  each  Stage of  Development  of the R&D
            Program,  to the extent  preformed  (the  "COSTS")  is  detailed  in
            Exhibit 5.1 hereto (the "BUDGET").

      5.3   Matrix has commenced the R&D Program,  it shall continue its conduct
            after the date  hereof and fund it  independently  according  to the
            terms  herein and it  anticipates  with no guarantee of success that
            the oral bio  availability  of the Compound will be achieved and the
            First Milestone will be obtained by it prior to January 31, 2006. On
            the  Closing  Date the  Company  shall pay  Matrix an advance in the
            amount of US$35,000,  in addition to an amount of US$25,000 that has
            been  advanced to Matrix by the Company on September  29,  2005,  to
            partially  fund the First Stage of  Development  (collectively,  the
            "ADVANCE").

      5.4   Upon the exercise of the Option it shall be the Company's  decision,
            in its sole discretion,  whether to undertake the R&D Program or any
            part  thereof,  or  whether  to  request  Matrix to  provide it with
            services pursuant to the R&D Agreement,  provided  however,  that if
            the  Company  exercised  the  Option,  it shall be  obliged  to: (i)
            conduct the First Stage of Development  through Matrix; (ii) to fund
            the First  Stage of  Development;  and (iii) if the First  Milestone
            will be successfully  achieved,  to further fund the Second Stage of
            Development.

      5.5   The Company may conduct,  according to reasonable industry standards
            in the Field, the R&D Program or any part therefrom,  other than the
            First  Stage of  Development  which will be  conducted  through  the
            services  of  Matrix  pursuant  to the R&D  Agreement,  through  the
            service of third  parties or  otherwise,  at its  premises or at the
            premises  of any third  party,  at the  Company's  sole  discretion.
            Matrix  hereby  undertakes  to  conduct  all or any  part of the R&D
            Program with regards to the Compounds,  or any Stage of Development,
            all subject to  reasonable  request by the Company,  pursuant to the
            terms of the R&D Agreement and subject to the agreed payment.  It is
            hereby agreed that since Matrix holds  certain  unique know how, the
            performance of the First Stage of  Development,  if preformed by the
            Company,  shall be solely  through the  services of Matrix under the
            R&D Agreement.

      5.6   For the avoidance of doubt, is it hereby clarified that the election
            of certain  Compound(s)  as subject of the R&D  Program  will be the
            Company's decision, at its sole discretion,  after consultation with
            Matrix and after  reviewing the advice of the Steering  Committee in
            this matter and subject to Section 9  hereafter.  In  addition,  and
            based on the  results of the R&D  Program,  the  Company may request
            that Matrix  shall use and exploit the Matrix IP,  according  to the
            Matrix IP Services  and  subject to section  3.7 above,  in order to
            improve certain Compound or develop new Compounds.

      5.7   In the  event  that  the R&D  Program  will  indicate  that  certain
            Compound may have  potential  therapeutic  value in field other than
            the Field (the "OTHER FIELD"), the Company may initiate research and
            development program for the exploitation of the therapeutic value of
            such Compound in such Other Field. In such case, it is hereby agreed
            that Matrix will grant the Company a transferable,  royalty bearing,
            exclusive  license (subject to other licenses Matrix has provided to
            third  parties  in the  Other  Field) to use such  Compound,  in the
            Territory in the Other Field, and the parties will negotiate in good
            faith the terms of the  research  and  development  program  and the
            terms of the  license  for such  Compound  in the Other  Field.  Any
            disagreement on any of the above terms shall be brought  before,  an
            industrial  expert,  the  identity  of which  shall be agreed by the
            parties  prior to the  exercise of the  Option,  who shall solve the
            deadlock to the best interest of both parties,  and whose resolution
            shall be final.  The terms of Section 20  hereunder  shall  apply to
            such  arbitration,  mutatis  mutandis.  Company shall provide Matrix
            with general  details of such  exploitation in the Other Field which
            do not harm the rights of third  parties and its rights with regards
            to such activities.

<PAGE>
                                      -14-


      5.8   The parties will work  together to  establish an advisory  board for
            the R&D Program in addition to the Steering Committee,  with members
            who are reputable experts in the Field.

6     STEERING COMMITTEE

      6.1   Immediately  following the Closing Date, the parties shall establish
            a two-member  committee (the "STEERING  COMMITTEE"),  each member of
            which shall have a professional  scientific background in the Field.
            One member shall serve on behalf of the Company and one member shall
            serve on behalf of Matrix.

      6.2   The initial members of the Steering  Committee shall be Prof.  David
            Varon on behalf of the Company,  and Dr. Marcel Thurk,  on behalf of
            Matrix.

      6.3   The Steering Committee shall have the following responsibilities:

            6.3.1 to define a detailed R&D Program and Budget and, to the extent
                  required, amend or otherwise revise their terms;

            6.3.2 to supervise and oversee the  performance  of the R&D Program,
                  including,  without  limitation,  receiving and discussing the
                  reports presented to the Steering Committee in accordance with
                  the R&D  Agreement or such other  reports as shall be prepared
                  by the  Company  and  Matrix at the  request  of the  Steering
                  Committee;

            6.3.3 to determine  that certain Stage of  Development,  or any part
                  thereof, should be extended,  including,  without limitations,
                  if unexpected  scientific  difficulties or delays occurred, if
                  third  party  contactor  fail to perform  its  obligations  in
                  timely  manner  or if  the  actual  costs  of  such  Stage  of
                  Development  exceed the  estimated  costs as  detailed  in the
                  Budget  attached on the date  hereof,  all through no fault of
                  the Company.

            6.3.4 to determine  whether a Milestone  was  successfully  attained
                  upon dispute between the parties in this matter;

            6.3.5 to advise whether certain  Compound has potential  therapeutic
                  value in the Field;

            6.3.6 if a certain  Milestone  was not  achieved  according  to this
                  Agreement and the R&D Program, the Steering Committee shall be
                  entitled to determine that,  notwithstanding such failure, the
                  R&D shall continue for an additional 9 months.

            6.3.7 to advise whether certain  Compound has potential  therapeutic
                  value in fields other than the Field;

            6.3.8 to advise whether Matrix should use and exploit the Matrix IP,
                  through the R&D Agreement in order to improve certain Compound
                  or  develop  new  Compound,  based on the  results  of the R&D
                  Program;

            6.3.9 Any other  responsibility  mutually agreed between the Company
                  and Matrix.

      6.4   For the purpose of carrying out its  responsibilities,  the Steering
            Committee may at any reasonable time consult with the management and
            scientists  of each Party who are involved in the R&D Program.  Each
            Party  undertakes to offer all reasonable  assistance to the members
            of the  Steering  Committee  that may be required  for the  Steering
            Committee to fulfill its responsibilities hereunder.

<PAGE>
                                      -15-


      6.5   All decisions of the Steering Committee must be adopted by unanimous
            consent of all the members thereof.  In the event of a deadlock with
            regard  to a  scientific  matter  only,  which  is  subject  to  the
            authority  of the Steering  Committee,  this matter shall be brought
            before a Scientific  Arbitrator,  who shall arbitrate the matter, as
            provided in Section 20 hereof, and whose resolution shall be final.

      6.6   The  Steering  Committee  shall meet within 15 days from the Closing
            Date,  and  thereafter  from time to time as required,  but at least
            every four (4) months  during the License  Term, at a location to be
            agreed  upon in  light of the  substance  of  discussions,  unless a
            different  location  shall  be  agreed  upon by the  members  of the
            Steering  Committee.  Either  member of the Steering  Committee  may
            convene a meeting by giving  notice to the other  member at least 10
            business  days in advance  and each member  shall use  his/her  best
            efforts to attend all meetings.

      6.7   Within  seven  business  days  following  each  Steering   Committee
            meeting,  the Steering  Committee shall prepare a written summary of
            such meeting which shall be provided to both  parties.  Such summary
            shall include, at a minimum: (a) a list of all decisions made by the
            Steering  Committee;  and (b) a report regarding the progress of the
            R&D Program.

      6.8   The CEO (or the  designee of the CEO) and patent  attorneys  of each
            Party  shall be  entitled  to  participate  in any and all  Steering
            Committee meetings.

      6.9   The expenses of each member of the Steering  Committee shall be born
            by the Party who designated such member to the Steering Committee.

7     REPRESENTATIONS OF MATRIX

      Matrix  represents and warrants to the Company that on the date hereof and
      as of Closing:

      7.1   Corporate   Existence  and  Power.  Matrix  is  a  corporation  duly
            incorporated,  validly  existing and in good standing under the laws
            of the  State of  Delaware,  and has all  corporate  powers  and all
            material  governmental   licenses,   authorizations,   consents  and
            approvals required to carry on its business as now conducted.

      7.2   Authorization;  Execution and Delivery; No Violation. The execution,
            delivery and performance of this Agreement and each of the ancillary
            agreements and all the other  agreements,  documents and instruments
            to be executed and  delivered by Matrix  pursuant  hereto or entered
            into in connection with the  transactions  contemplated  hereby (the
            "ANCILLARY AGREEMENTS") have been duly and validly authorized by all
            necessary corporate action on the part of Matrix. This Agreement and
            each  of the  Ancillary  Agreements  have  been  duly  executed  and
            delivered by Matrix, constitute the valid and binding obligations of
            Matrix,  and are  enforceable  in accordance  with their  respective
            terms. The execution, delivery and performance of this Agreement and
            each of the  Ancillary  Agreements  by  Matrix  do not and  will not
            violate,  conflict  with,  result  in a breach  of or  constitute  a
            default  under or result in the  creation  of any lien under (a) the
            Certificate of Incorporation,  Bylaws or Articles of Association, as
            applicable,  of  Matrix,  as  amended  to date,  (b) any  agreement,
            contract,  license,  instrument,  lease or other obligation to which
            Matrix  is a party or by which it is  bound,  (c) to the best of its
            knowledge  and  following  its due  inquiry,  any  judgment,  order,
            decree, ruling or injunction or (d) to the best of its knowledge and
            following its due inquiry,  any statute,  law, regulation or rule of
            any Governmental  Agency applicable to Matrix or by which any of its
            properties or assets or business may be bound.

<PAGE>
                                      -16-


      7.3   Consents and  Approvals.  To the best of its knowledge and following
            its due inquiry,  no  registration  or filings with,  notices to, or
            consent,  approval,  permit,  authorization  or action of, any third
            party  (including  any  Governmental  Agency  or  other  Person)  is
            required in connection  with the execution and delivery by Matrix of
            this  Agreement,  the Ancillary  Agreements or any other  agreement,
            document  and  instrument  to be executed  and  delivered  by Matrix
            pursuant  hereto  or in  connection  with  the  consummation  of the
            transactions contemplated hereby or thereby.

      7.4   Taxes.  There are no unpaid taxes,  assessments or public charges of
            any type or nature whatsoever,  due or payable to any federal, state
            or local Governmental  Agency (including,  without  limitation,  any
            income,   social   security,    unemployment   insurance,   worker's
            compensation premiums,  withholding,  sales, use, excise,  franchise
            and other taxes and charges,  any deposits  required to be made with
            respect  thereto,  and all penalties and interest  charges  thereon)
            which are or could  become a Lien or  charge  against  or  otherwise
            affect any of the Compounds or any interest therewith.

      7.5   Litigation.  To the  best of its  knowledge  and  following  its due
            inquiry, there are no actions, suits, proceedings,  citations of any
            Governmental  Agency,   claims  or  investigations   instituted  and
            pending,  or to the best  knowledge of Matrix and  following its due
            inquiry,  threatened  against  or  affecting  Matrix  or  any of its
            Affiliates  and involving,  directly or  indirectly,  the Compounds.
            There is no  unsatisfied  judgment  against Matrix which is or could
            become  a Lien  upon or  affect  the  Compounds.  Following  its due
            inquiry, Matrix has no knowledge of any litigation presently pending
            in a court or other  proceeding or  governmental  action  (including
            those of any taxing authorities) nor has Matrix received any service
            of  process  for  any  complaint,  temporary  restraining  order  or
            preliminary or permanent  injunction or other notice whatsoever with
            respect thereto, that could prohibit or interfere with the licensing
            by Matrix to the Company of the Compounds.

      7.6   Financial  Statements;  Books and Records.  Matrix has furnished the
            Company with its (i) internal and unaudited  consolidated  financial
            statements  as of March 31,  2005,  June 30, 2005 and as of the date
            hereof duly executed by Matrix; (ii) audited consolidated  financial
            statements   as  of  and  for  the  year  ended   October  31,  2004
            (collectively,   the  "FINANCIAL  STATEMENTS")  and  such  Financial
            Statements as were delivered to the Company on the date hereof.

      7.7   Absence  of  Certain  Changes.  Since  June  30,  2005,  Matrix  has
            conducted  its  business  only in the  ordinary  and usual course as
            customary  for a  company  in its  position,  and (i)  there has not
            occurred  any events or changes  concerning  Matrix  (including  the
            incurrence of any liabilities of any nature, whether or not accrued,
            contingent  or  otherwise)  having  or  reasonably  likely  to have,
            individually  or in the  aggregate,  a  material  adverse  effect on
            Company's  rights  under  this  Agreement,  and  (ii) to the  actual
            knowledge of Matrix and  following  its due  inquiry,  there has not
            occurred any external  event or change that is reasonably  likely to
            have a  material  adverse  effect on  Company's  rights  under  this
            Agreement.

      7.8   Absence of Undisclosed Liabilities. Except as shown on the Financial
            Statements,  to the  best of its  knowledge  and  following  its due
            inquiry  Matrix has no  liabilities,  claims,  or obligations of any
            nature,  whether  accrued,  absolute,  contingent,  anticipated,  or
            otherwise, whether due or to become due.

      7.9   Patent Rights

            7.9.1 the  Compounds  owned or  licensed  by  Matrix  are  listed in
                  EXHIBIT 7.9.1.

<PAGE>
                                      -17-


            7.9.2 to the best of its  knowledge  and  following its due inquiry,
                  other than basic  technologies that are available for "off the
                  shelf" licensing at customary rates, Matrix is and will remain
                  (subject to transfer or assignment pursuant to Section 13) the
                  true,  lawful, and sole and exclusive owner or licensee of all
                  of the Matrix IP and Compounds, subject to the terms set forth
                  herein,  and  has  and  will  have  (subject  to  transfer  or
                  assignment  pursuant  to  Section  13)  valid  and  marketable
                  exclusive title to all of the Compounds, free and clear of all
                  Liens;  and Matrix has the absolute and  unconditional  right,
                  power,  authority and capacity to license the Compounds to the
                  Company  free  and  clear  of all  Liens.  To the  best of its
                  knowledge  and  following  its due inquiry,  the Compounds are
                  licensed  to the Company  free and clear of all Liens.  To the
                  best of its knowledge and following its due inquiry, Matrix is
                  and will remain (subject to transfer or assignment pursuant to
                  Section 13) the true,  lawful,  and holder of all Intellectual
                  Property  Rights required in order to conduct its business and
                  fulfill  its  obligation  hereunder.   All  of  Matrix  Ltd.'s
                  Intellectual Property Rights in the Field or to be used in the
                  Field were licensed or otherwise transferred to Matrix.

            7.9.3 to the best of its  knowledge  and  following its due inquiry,
                  the Compounds  and the Matrix IP do not  infringe,  violate or
                  conflict  with any patent,  copyright,  trade  secret or other
                  intellectual property of another Person.

            7.9.4 to the best of its knowledge and following its due inquiry, no
                  claims with respect to the Compounds have been asserted or, to
                  the  knowledge of Matrix and  following  its due inquiry,  are
                  threatened by any Person, including without limitation, (i) to
                  the effect that the design,  development,  manufacture,  sale,
                  licensing or use of the  Compounds or any Licensed  Product as
                  now  used,  sold or  licensed  or  proposed  for use,  sale or
                  license by the Company infringes any copyright,  patent, trade
                  secret  or other  intellectual  property  right  of any  third
                  party,   (ii)   challenging   the   ownership,   validity   or
                  effectiveness  of any of the  Compounds,  or  (iii)  that  any
                  Person  other  than  Matrix  has  any  ownership  or  economic
                  interest in any of the Compounds.

            7.9.5 to the best of its  knowledge  and  following its due inquiry,
                  there is no outstanding order, judgment, decree or stipulation
                  binding  on  Matrix,  and Matrix is not a party to or bound by
                  any agreement,  restricting the transfer or sale of any of the
                  Compounds or any use of any Compounds by the Company after the
                  date hereof.

            7.9.6 to the best of its  knowledge  and  following its due inquiry,
                  there is no unauthorized use, infringement or misappropriation
                  regarding  any  Compounds  by any third party,  including  any
                  employee, former employee, consultant, distributor or customer
                  of Matrix.

            7.9.7 Other then as detailed in section  y7.9.1 above,  there are no
                  outstanding  options,  licenses,  or  agreements  of any  kind
                  relating  to  Matrix's  compounds  in the  Field nor is Matrix
                  bound by or a party to any options,  licenses or agreements of
                  any kind  with  respect  to any of the  Compounds,  including,
                  without  limitation,  any  arrangements  which impose,  or may
                  impose in the future,  any  obligations on Matrix with regards
                  to the Compounds or any other  compounds in the Field.  Matrix

<PAGE>
                                      -18-


                  has not granted to or  assigned to any other  Person any right
                  to manufacture,  have manufactured,  assemble or sell Licensed
                  Products.  To the best of its  knowledge and following its due
                  inquiry, Matrix is not obligated, under contract or by law, to
                  pay any compensation to any third party in respect of the use,
                  transfer or sale of any portion of the  Compounds or any other
                  of its compounds in the Field.

            7.9.8 To the best of its  knowledge  and  following its due inquiry,
                  none  of  the  former  or  present  shareholders,   employees,
                  consultants,   officers   or   directors   of  Matrix  or  any
                  distributor,  reseller,  customer  or vendors of Matrix  owns,
                  directly or indirectly, or has any other right or interest in,
                  or claim to, in whole or in part, any of the  Compounds.  Each
                  current  and former  employee of or  consultant  to Matrix has
                  signed a proprietary  information  and  inventions  assignment
                  agreement protecting Matrix's rights in the Compounds.

            7.9.9 To the best of its knowledge and following its due inquiry, at
                  no time during the  conception  of or  reduction of any of the
                  Compounds  to practice  was any  developer,  inventor or other
                  contributor to the Compounds  operating  under any grants from
                  any Governmental Agency,  performing research sponsored by any
                  Governmental Agency or private source or other obligation with
                  any third  party  that in each  case  could  adversely  affect
                  Matrix's rights in the Compounds or the Matrix IP.

            7.9.10 Matrix has taken reasonable  security measures to protect the
                  confidentiality and value of all the Compounds, which measures
                  are  reasonable  and customary in the industry in which Matrix
                  operates.

      7.10  Compliance with Laws. To the best of its knowledge and following its
            due  inquiry,  Matrix  has  all  requisite  licenses,   permits  and
            certificates from federal,  state and local authorities necessary to
            own, use and sell the Compounds. Matrix is not in violation of, and,
            to the  knowledge of Matrix and  following  its due inquiry,  is not
            under  investigation with respect to, and has not been threatened to
            be  charged  with or given  notice  of any  violation  of,  any law,
            regulation  or  ordinance  (including,   without  limitation,  laws,
            regulations or ordinances relating to environmental laws,  building,
            zoning,  land  use or  similar  matters)  and  with  regards  to any
            liabilities,  claims, or obligations of any nature, whether accrued,
            absolute,  contingent,  anticipated, or otherwise, whether due or to
            become due.

      7.11  Finder.  Neither  Matrix nor any one on its behalf has  retained the
            services of any investment  banker,  broker, or finder in connection
            with the  transactions  contemplated  by this  Agreement and no such
            investment banker,  broker or finder is entitled to any compensation
            as a result of the transaction contemplated hereunder.

      7.12  Disclosure.  To the  best of its  knowledge  and  following  its due
            inquiry,  neither this Agreement nor any other agreement,  document,
            certificate or written or oral statement furnished to the Company or
            its  counsel  by or on  behalf  of  Matrix  in  connection  with the
            transactions  contemplated hereby contains any untrue statement of a
            material  fact.  To the best of its  knowledge and following its due
            inquiry,  there is no fact within the  knowledge of Matrix or any of
            its executive  officers  which has not been  disclosed  herein or in
            writing  by  them to the  Company  and  which  could  reasonably  be
            expected to have a materially adverse effect on the Company's rights
            under the Agreement,  or in the future in their  reasonable  opinion
            may, insofar as they can now reasonably  foresee,  have a materially
            adverse  effect on the  Company's  rights under the  Agreement,  the
            Licensed Products or the Compounds.

<PAGE>
                                      -19-


8     REPRESENTATIONS OF COMPANY

      Company  represents  and warrants to Matrix that on the date hereof and as
      of Closing:

      8.1   Corporate  Existence  and  Power.  Company  is  a  corporation  duly
            incorporated,  validly  existing and in good standing under the laws
            of the  State of  Delaware,  and has all  corporate  powers  and all
            material  governmental   licenses,   authorizations,   consents  and
            approvals required to carry on its business as now conducted.

      8.2   Authorization;  Execution and Delivery; No Violation. The execution,
            delivery and performance of this Agreement and each of the ancillary
            agreements and all the other  agreements,  documents and instruments
            to be executed and delivered by Company  pursuant  hereto or entered
            into in connection with the  transactions  contemplated  hereby (the
            "COMPANY   ANCILLARY   AGREEMENTS")   have  been  duly  and  validly
            authorized  by all  necessary  corporate  action  on the part of the
            Company. This Agreement and each of the Company Ancillary Agreements
            have been duly  executed and  delivered by Company,  constitute  the
            valid and binding  obligations  of Company,  and are  enforceable in
            accordance with their respective terms. The execution,  delivery and
            performance of this  Agreement and each of the Ancillary  Agreements
            by the Company do not and will not violate, conflict with, result in
            a breach of or  constitute a default under or result in the creation
            of any lien under (a) the  Certificate of  Incorporation,  Bylaws or
            Articles of Association,  as applicable,  of the Company, as amended
            to date, (b) any agreement,  contract, license, instrument, lease or
            other  obligation  to  which  Company  is a party  or by which it is
            bound,  (c) to the  best  of its  knowledge  and  following  its due
            inquiry any judgment,  order, decree, ruling or injunction or (d) to
            the best of its knowledge and following its due inquiry any statute,
            law,  regulation or rule of any  Governmental  Agency  applicable to
            Company or by which any of its  properties or assets or business may
            be bound.

      8.3   Consents and Approvals.  To its best knowledge and following its due
            inquiry, except for an 8-K which must be filed providing substantial
            disclosure   about  this   Agreement  and  Matrix's   business,   no
            registration  or filings  with,  notices to, or  consent,  approval,
            permit,  authorization  or action of, any third party (including any
            Governmental  Agency or other Person) is required in connection with
            the execution and delivery by Company of this Agreement, the Company
            Ancillary Agreements or any other agreement, document and instrument
            to be  executed  and  delivered  by  Company  pursuant  hereto or in
            connection with the  consummation of the  transactions  contemplated
            hereby or thereby.

      8.4   SEC  Filings.  The  Company  has timely  filed all  required  forms,
            reports and documents with the United States Securities and Exchange
            Commission  (the "SEC"),  each of which has complied in all material
            respects with all applicable  requirements  of the Securities Act of
            1933,  as  amended,  and the  Securities  Exchange  Act of 1934,  as
            amended  (collectively,  the  "SECURITIES  ACTS")  and the rules and
            regulations promulgated  thereunder,  each as in effect on the dates
            such forms,  reports, and documents were filed. The Company has made
            available to Matrix accurate and complete copies  (excluding  copies
            of exhibits) of each report,  registration  statement and definitive
            proxy  statement filed by the Company with the SEC until the date of
            this Agreement (the "COMPANY SEC DOCUMENTS").  As of the time it was
            filed with the SEC (or, if amended or  superseded  by a filing prior
            to the date of this Agreement, then on the date of such filing): (i)
            each  of  the  Company  SEC  Documents,   including,  any  financial
            statements  or  schedules  included  or  incorporated  by  reference
            therein,  complied  in all  material  respects  with the  applicable
            requirements  of the  Securities  Acts; and (ii) none of the Company
            SEC Documents  contained any untrue  statement of a material fact or
            omitted to state a material  fact  required to be stated  therein or
            necessary in order to make the statements  therein,  in the light of
            the circumstances under which they were made, not misleading.

<PAGE>
                                      -20-


      8.5   Financial Statements. The audited and unaudited financial statements
            contained in the Company SEC  Documents:  (i) complied as to form in
            all material  respects with the published  rules and  regulations of
            the SEC applicable thereto; (ii) were prepared in accordance with US
            GAAP applied on a consistent  basis  throughout the periods covered;
            and (iii) fully present the financial  position of the Company as of
            the  respective  dates  thereof and the results of operations of the
            Company for the periods  covered  thereby,  according to the US GAAP
            and  the  information  contained  in  the  SEC  Documents  is or was
            accurate  and  complete as of the date  given.  Except as and to the
            extent  disclosed in the Company SEC  Documents,  there has not been
            any event,  occurrence or development which does or could reasonably
            be expected to have,  individually  or in the aggregate,  a material
            adverse effect on the Company.  No stop order  asserting that any of
            the  transactions  contemplated by this Agreement are subject to the
            registration  requirements of the Securities Act of 1933, as amended
            has been issued by the SEC.  Neither the  Agreement  nor the Company
            SEC  Documents,  taken as a whole,  contain any untrue  statement of
            material fact or omit to state a material fact necessary to make the
            statements made therein,  in light of the circumstances  under which
            they were made, not misleading.

      8.6   Litigation.  Other then as detailed in the Company SEC Documents, to
            the best of its knowledge and following its due inquiry there are no
            (i)  actions,  suits,  proceedings,  citations  of any  Governmental
            Agency,  claims or investigations  instituted and pending, or to the
            best knowledge of Company,  threatened  against or affecting Company
            or any of its  Affiliates  including  those  involving,  directly or
            indirectly, the Shares; or (ii) unsatisfied judgment against Company
            which is or could become a Lien upon or affect the Shares and/or the
            Company.  Other  then as  detailed  in the  Company  SEC  Documents,
            Company has no knowledge of any  litigation  presently  pending in a
            court or other proceeding or governmental action (including those of
            any taxing  authorities)  nor has  Company  received  any service of
            process  for  any   complaint,   temporary   restraining   order  or
            preliminary or permanent  injunction or other notice whatsoever with
            respect  thereto,   that  could  prohibit  or  interfere  with  this
            agreement and/or the R&D Agreement.

      8.7   Compliance with Laws. To the best of its knowledge and following its
            due  inquiry  Company  has  all  requisite  licenses,   permits  and
            certificates from federal,  state and local authorities necessary to
            enter into this Agreement and to allocate Shares.  Company is not in
            violation  of, and, to the  knowledge of Company  following  its due
            inquiry,  is not under  investigation  with  respect to, and has not
            been  threatened to be charged with or given notice of any violation
            of, any law, regulation or ordinance (including, without limitation,
            laws,  regulations  or ordinances  relating to  environmental  laws,
            building,  zoning,  land use or similar matters) and with regards to
            any  liabilities,  claims,  or  obligations  of any nature,  whether
            accrued, absolute,  contingent,  anticipated, or otherwise,  whether
            due or to become due.

      8.8   Absence  of  Certain  Changes.  Since  June 30,  2005,  Company  has
            conducted  its  business  only in the  ordinary  and usual course as
            customary  for a company  in its  position,  and (i)  other  then as
            detailed in the Company SEC  Documents,  there has not  occurred any
            events or changes  concerning  Company  (including the incurrence of
            any liabilities of any nature, whether or not accrued, contingent or
            otherwise) having or reasonably  likely to have,  individually or in
            the aggregate,  a material adverse effect on Matrix, and (ii) to the
            actual knowledge of Company and following its due inquiry, there has
            not occurred any external event or change that is reasonably  likely
            to have a material  adverse  effect on  Matrix's  rights  under this
            Agreement and/or the R&D Agreement.

<PAGE>
                                      -21-


      8.9   Finder.  Neither  Company nor any one on its behalf has retained the
            services of any investment  banker,  broker, or finder in connection
            with the  transactions  contemplated  by this  Agreement and no such
            investment banker,  broker or finder is entitled to any compensation
            as a result of the transaction contemplated hereunder.

      8.10  Disclosure.  To the  best of its  knowledge  and  following  its due
            inquiry  neither this Agreement nor any other  agreement,  document,
            certificate or written or oral statement  furnished to Matrix or its
            counsel  by  or  on  behalf  of  Company  in  connection   with  the
            transactions  contemplated hereby contains any untrue statement of a
            material fact or omits to state a material  fact  necessary in order
            to make the statements  contained  herein or therein not misleading.
            To the best of its  knowledge and following its due inquiry there is
            no fact  within the  knowledge  of  Company or any of its  executive
            officers which has not been  disclosed  herein or in writing by them
            to Matrix  and  which has a  materially  adverse  effect,  or in the
            future in their  reasonable  opinion  may,  insofar  as they can now
            foresee,  have a materially adverse effect on Matrix, the rights set
            forth in this Agreement and the R&D Agreement, and/or the Shares.

9     PATENT REGISTRATION AND PROSECUTION

      9.1   Matrix shall be responsible, upon its sole discretion and at its own
            expense,  to apply for,  seek prompt  issuance  of, and maintain the
            Intellectual  Property  Rights for the Compounds  during the term of
            this   Agreement,   but  the  Company  shall  be  given   sufficient
            opportunity  to reasonably  advise Matrix on the patent  prosecution
            and  other  prosecution  related  decisions  regarding  Intellectual
            Property  Rights  related to the  Compounds.  The  Company  shall be
            provided with written notification of not less than 60 days prior to
            any  patent  or  other  Intellectual   Property  Rights  prosecution
            relating to Compounds.  Matrix shall use its  reasonable  efforts to
            obtain  broad and  strong  patent  and other  Intellectual  Property
            Rights  protection  in the best  interest  of Matrix and the Company
            with regards to the Compounds.  Matrix  undertakes to bear all costs
            involved  and/or to  reimburse  Matrix for all costs  involved  with
            regards to such patents relating to the Compounds.

      9.2   If  Matrix  elects  not to  initiate  new  patent  prosecution  of a
            particular  application or other new  Intellectual  Property  Rights
            prosecution  regarding  the  Compounds,  Matrix  agrees  to give the
            Company  sufficient  notice in writing of its  decision  so that the
            Company may elect, at its sole discretion and without  requiring the
            consent of Matrix or any of its shareholders,  directors,  officers,
            employees or other  representatives  or agents,  to file such patent
            application  or  other  Intellectual   Property  Rights  prosecution
            regarding the Compounds under its name and exclusive  ownership (the
            "TRANSFERRED  IP"),  and at its sole  expense.  In such event,  such
            patents  or  other  Intellectual  Property  Rights  relating  to the
            Compounds shall  automatically  be excluded from the License and the
            Company  shall be  entitled  to  Matrix's  interests  in such patent
            application  or  other  Intellectual   Property  Rights  prosecution
            regarding the Compounds, as applicable, Matrix shall thereafter have
            no further  interest in same and Matrix  shall - and shall cause all
            others (as  aforesaid) on its behalf to - fully  cooperate  with the
            Company   to   effect   such    registrations    and    protections.
            Notwithstanding  anything to the  contrary,  Matrix  may,  within 12
            months,  inform  the  Company  that it  undertakes  to  continue  to
            prosecute and maintain the  Transferred IP and repay the Company all
            the  reasonable IP expenses  incurred by the Company with respect to
            the Transferred IP, and in such case the Transferred IP shall return
            to the exclusive ownership of Matrix according to Section 9.1.

      9.3   If Company elects to discontinue  patent  prosecution or maintenance
            of such  Transferred  IP, Company  agrees to give Matrix  sufficient
            notice in writing of its  decision  (the  "COMPANY  NOTICE") so that
            Matrix may elect and without requiring the consent of the Company or

<PAGE>
                                      -22-


            any of its  shareholders,  directors,  officers,  employees or other
            representatives or agents, to continue prosecution or maintenance of
            such Transferred IP under its name and exclusive  ownership,  and at
            its  sole  expense.  In such  event,  Matrix  shall be  entitled  to
            Company's  full and exclusive  interests in such  Transferred IP and
            the Company shall  thereafter  have no further  interest in same and
            the Company shall - and shall cause all others (as aforesaid) on its
            behalf to - fully cooperate with Matrix to effect such registrations
            and  protections.  For the avoidance of doubt,  such  Transferred IP
            shall be subject to the License hereunder.

      9.4   If Matrix elects to discontinue patent prosecution or maintenance of
            a  particular  patent  application,  patent  or  other  Intellectual
            Property  Rights  prosecution or protection  regarding the Compounds
            (the   "DISCONTINUED   IP"),  Matrix  agrees  to  give  the  Company
            sufficient notice in writing of its decision (the "NOTICE"). In such
            event,  the Company may decide,  at its sole  discretion,  to inform
            Matrix  that  Matrix is obliged to continue  patent  prosecution  or
            maintenance of such  Discontinued IP, subject to the following terms
            and conditions:

            9.4.1 The  Company  shall  reimburse  Matrix for all its  reasonable
                  expenses  resulting from the patent prosecution or maintenance
                  of such Discontinued IP (the "IP EXPENSES");

            9.4.2 The License  granted  hereunder  shall  continue to apply with
                  respect to such  Discontinued  IP, but the Milestone  Payments
                  and the Royalties with respect to such Discontinued IP will be
                  reduced by fifty  percent  (50%).  Notwithstanding  the above,
                  Matrix may, within 12 months of the Notice, inform the Company
                  that it  undertakes  to continue to prosecute and maintain the
                  Discontinued  IP and repay the Company all the  reasonable  IP
                  expenses   incurred  by  the  Company   with  respect  to  the
                  Discontinued  IP. In such event, the reduced rate of Milestone
                  Payments and the  Royalties  pursuant to this Section shall be
                  cancelled,  and shall return to be as  generally  agreed on in
                  Section y3 and y4 of this Agreement.

10    INFRINGEMENT

      10.1  Each  party  agrees to  provide  written  notice to the other  party
            promptly after becoming aware of any  infringement  of the Compounds
            or Licensed Products.

      10.2  Company shall for the License Term, and upon its sole discretion, at
            Company's  expense,  act  reasonably  to  prosecute  any third party
            infringement of the Compounds that may effect  Matrix's  obligations
            hereunder,  in the  Territory.  Prior to commencing any such action,
            and while conducting such action,  Company shall reasonably  consult
            with Matrix and shall not act against the reasonable views of Matrix
            regarding the advisability  and conduct of the proposed  action,  if
            such views reasonably  intends to protect the rights of Matrix under
            this Agreement from such infringement.  Company shall not enter into
            any  settlement,   consent   judgment,   or  other  voluntary  final
            disposition of any  infringement  action under this Section that has
            any  direct or  indirect  effect on the  rights of Matrix  hereunder
            without  the prior  written  consent  of Matrix  which  shall not be
            unreasonably  withheld.  Should Company choose not to prosecute such
            infringement,  Matrix may, upon its sole discretion,  prosecute such
            infringement  at its own  expense,  but in any  event  shall  not be
            required to do so.

      10.3  Matrix agrees to cooperate in any action under this Section which is
            controlled by the Company, at Company sole expense.

<PAGE>
                                      -23-


11    INDEMNIFICATION

      11.1  The Company shall  indemnify,  defend,  and hold harmless Matrix and
            its shareholders,  directors,  officers,  employees,  and agents and
            their respective successors,  heirs and assigns (the "INDEMNITEES"),
            against  any  liability,   damage,   loss,  or  expense   (including
            reasonable  attorneys fees and expenses) incurred by or imposed upon
            any of  the  Indemnitees  in  connection  with  any  claims,  suits,
            actions, demands or judgments arising out of any theory of liability
            (including without limitation actions in the form of tort, warranty,
            or strict  liability  and  regardless of whether such action has any
            factual basis) concerning any, rights, product,  process, or service
            that is made, used, sold, imported, transferred, or performed by the
            Company,  its Affiliates  and  Sub-Licensees  pursuant,  directly or
            indirectly,  to any right or license  granted  under this  Agreement
            and/or the R&D Agreement, except if such liability, damage, loss, or
            expense  (including  reasonable  attorneys  fees and  expenses) is a
            result of a breach by Matrix or any of its shareholders,  directors,
            officers,  employees,  and agents and their  respective  successors,
            heirs and assigns of this Agreement and/or the R&D Agreement.

      11.2  Matrix shall  indemnify,  defend,  and hold harmless the Company and
            its shareholders,  directors,  officers,  employees,  and agents and
            their  respective  successors,   heirs  and  assigns  (the  "COMPANY
            INDEMNITEES"),  against  any  liability,  damage,  loss,  or expense
            (including  reasonable  attorneys fees and expenses)  incurred by or
            imposed upon any of the Company  Indemnitees in connection  with any
            claims,  suits,  actions,  demands or  judgments  arising out of any
            theory of liability  (including  without  limitation  actions in the
            form of tort,  warranty,  or  strict  liability  and  regardless  of
            whether  such action has any factual  basis) as a result of a breach
            by  Matrix  or  any  of  its  shareholders,   directors,   officers,
            employees,  and agents and their  respective  successors,  heirs and
            assigns of this  Agreement  and/or the R&D  Agreement  or of another
            action or omission of Matrix or any of its shareholders,  directors,
            officers,  employees,  and agents and their  respective  successors,
            heirs and  assigns  with  respect  to the  Compounds  except if such
            liability,  damage, loss, or expense (including reasonable attorneys
            fees and  expenses) is a result of a breach by Company,  Affiliates,
            Sublicensee  or  any  of  its  shareholders,   directors,  officers,
            employees,  and agents and their  respective  successors,  heirs and
            assigns of this Agreement and/or the R&D Agreement.

      11.3  The  Indemnitees or Company  Indemnitees,  as  applicable,  agree to
            provide the Company or Matrix,  as  applicable,  with prompt written
            notice of any claim,  suit,  action,  demand,  or judgment for which
            indemnification  is  sought  under  this  Agreement  and/or  the R&D
            Agreement. The Company or Matrix, as applicable,  agrees, at its own
            expense, to provide attorneys reasonably acceptable to Matrix or the
            Company,  as  applicable,  to defend  against  any such  claim.  The
            Indemnitees or Company Indemnitees,  as applicable,  shall cooperate
            fully with the Company or Matrix, as applicable, in such defense and
            will  permit the  Company or Matrix as  applicable,  to conduct  and
            control such defense and the  disposition  of such claim,  suit,  or
            action (including all decisions relative to litigation,  appeal, and
            settlement);  provided,  however,  that any  Indemnitee  or  Company
            Indemnitee,  as  applicable,  shall have the right to retain its own
            counsel, at the expense of the Company or Matrix, as applicable,  if
            representation  of such  Indemnitee  or  Company  Indemnitee  by the
            counsel retained by the Company or Matrix,  as applicable,  would be
            inappropriate  because  of actual or  potential  differences  in the
            interests of such  Indemnitee  or Company  Indemnitee  and any other
            party  represented  by such  counsel.  The  Company  or  Matrix,  as
            applicable,  agrees to keep Matrix or the  Company,  as  applicable,
            informed of the  progress in the  defense  and  disposition  of such
            claim and not to enter into any proposed  settlement  without  their
            prior written approval.

<PAGE>
                                      -24-


12    FUTURE INTELLECTUAL PROPERTY RIGHTS; NEW PATENT APPLICATIONS

      12.1  Matrix  shall  submit  to the  Company  on the  last  date  of  each
            Reporting Period (the "REPORTING  DATES") a report detailing any new
            developments reached during the preceding Reporting Period under the
            R&D  Program  in the Field,  with  regards  to the  Compounds  ("NEW
            DEVELOPMENTS").  At the request of the Company, Matrix shall provide
            the Company with such details  regarding  such New  Developments  to
            allow the Company to use and commercialize the same within the Field
            and the Territory,  as if originally  included within the definition
            of  Compounds  herein.  The  aforesaid  does  not in any  way  limit
            Matrix's  ownership  of or other  rights  to all  right,  title  and
            interest  in and to the New  Developments  and the  rights to freely
            exploit,  license and sell all  Intellectual  Property other than in
            the  Non-Compete  Field  following the lapse of three years from the
            Exercise Date of the Option.  In addition,  the report  submitted to
            the  Company  on each of the  Reporting  Date  shall  detail any new
            abilities  Matrix  acquired,  since the  prior  Reporting  Date,  to
            research, develop, perform, or produce Compounds, in order to enable
            the Company to evaluate  and  determine  the scope and nature of the
            work orders to be issued by it pursuant to the R&D Agreement and any
            conflicts  of interest  which have risen with regards to Third Party
            Compounds  (as  defined  hereunder)  developed  and any Third  Party
            License (as defined hereunder) granted since the last Reporting Date
            ("CONFLICTS OF INTEREST").  Matrix will provide Company with general
            details of such Conflicts of Interest,  which do not harm the rights
            of third parties with regards to such activities.

      12.2  Notwithstanding  anything to the contrary,  in the event that Matrix
            developed  other  compound,  including  for third  party (the "THIRD
            PARTY"), for the use in fields other than the Non Compete Field and,
            granted the Third Party a license  and/or  right for the use of such
            compound in such other  field,  and during the  research  program of
            such compound a potential  therapeutic value of such compound in the
            Non  Compete  Field  was  incidentally   discovered   ("THIRD  PARTY
            COMPOUND"),  Matrix  may  grant  the  Third  Party  license  for the
            commercialization  of such  compound in the Non  Compete  Field (the
            "THIRD PARTY  LICENSE") and the Company shall not be entitled to any
            interests  or rights in such Third  Party  Compound,  and such Third
            Party Compound shall not be included in the License.

      12.3  Any new Intellectual  Property Rights developed,  made, conceived or
            created  by  the  Company  alone  (including   through  third  party
            contractors)  containing  any  inventions,   innovations  and  other
            improvements, resulting from the Compounds and/or Licensed Products,
            and/or are deriving from and/or  containing the Compounds and/or the
            Licensed Products, and/or regarding the algorithm for development of
            the Compounds and/or the Licensed  Products shall be owned fully and
            exclusively by Matrix,  and shall be subject to the License  granted
            hereunder.

      12.4  In  the  event  both  Matrix  and  the  Company  have  each  made  a
            contribution   to  the   development   of  New   Developments,   any
            registration   of   such   New   Developments    ("NEW   DEVELOPMENT
            APPLICATION")  shall name Matrix as owner,  and such New Development
            Application  shall be regarded to as an integral part of the License
            and the Agreement. Matrix undertakes to bear all costs involved with
            regards to such patents, subject to Section 9.

      12.5  For the avoidance of doubt,  any new  Intellectual  Property  Rights
            developed  made,  conceived or created by the Company  alone and not
            owned by Matrix  pursuant to Section 12.3 above shall be owned fully
            and exclusively by the Company.

<PAGE>
                                      -25-


13    ASSIGNMENT

      This  Agreement  cannot be  assigned  by either  party  without  the prior
      written  consent of the other party.  In any event,  an assignment will be
      permitted  only if the  assignee  agrees in writing to be bound by all the
      terms and conditions of this  Agreement.  Notwithstanding  the above,  the
      Agreement or any part thereof can be assigned:

      13.1  By  Matrix,   provided  that  Matrix  shall  incorporate  terms  and
            conditions into its assignment  agreements  sufficient to enable the
            providing of services and support with regards to the Compounds at a
            standard not less then those provided to Company by Matrix according
            to this  Agreement  and  the R&D  Agreement  and the  assignee  must
            provide that the obligations of Matrix under this Agreement shall be
            binding  upon  itself as if it were a party to this  Agreement,  and
            provided  further  that the  assignee  will  have  all the  required
            abilities  (and not less than the  abilities of Matrix),  including,
            but not limited to, know how, personnel and equipment enabling it to
            fully fulfill Matrix's on going obligations  hereunder and under the
            R&D Agreement; and/or

      13.2  By Company to its  Subsidiary or a Qualified  Entity,  provided that
            the  Company  shall   incorporate  terms  and  conditions  into  its
            assignment  agreements  sufficient  to enable the  Company to comply
            with  this  Agreement,  and  the  assignee  must  provide  that  the
            obligations  of the Company  under this  Agreement  shall be binding
            upon  itself  as if it were a party  to  this  Agreement,  including
            automatic  back  to  back   termination   of  its  agreement,   upon
            termination  of this  Agreement  subject to Section  y17  hereunder,
            and/or the R&D Agreement.

14    COVENANATS OF MATRIX

      14.1  The  Company  does  not  assume  any  obligation  of  Matrix  to any
            employee, contractor,  supplier of other third party whatsoever, and
            Matrix  shall  remain  fully and  exclusively  liable for all of its
            debts and obligations.

      14.2  Following  the  Closing,  Matrix  undertakes  to notify the  Company
            immediately  upon the  commencement  of any Bankruptcy  Event or any
            other event that could lead to a Bankruptcy Event of Matrix.

      14.3  Matrix is responsible to ensure that all technology and  information
            regarding the Compounds,  fully,  accurately and clearly  documented
            (the  "DOCUMENTATION")  will remain, at all times during the License
            Term, with Matrix,  and will not be used or transferred to any third
            party, subject to the terms of Section 13 above.

      14.4  In case of Bankruptcy  Event of Matrix  according to  sub-paragraphs
            (iii) or (iv) of Section 1.2, if such circumstances were not removed
            within 30 days, or upon the occurrence of the circumstances detailed
            in Section 14.5.2, the Company shall have the option to purchase the
            Compounds  free and  clear of any  Liens at a price  approved  by an
            independent  accountant,  detailing all the direct costs incurred by
            Matrix for the purchase or development  of the  Compounds,  ("OPTION
            PRICE")  within  15 days  of such  event  ("PURCHASE  OPTION").  The
            Company may inform  Matrix of its  decision to exercise the Purchase
            Option  within  fifteen  (15) days  after the  receipt of the Option
            Price.

            If the Company  shall inform Matrix of its decision to exercise such
            Purchase  Option  within the above time period,  the  provisions  of
            Section 14.5 hereunder shall apply to such sale, mutatis mutandis.

            If the Company  shall not inform  Matrix of its decision to exercise
            such Purchase  Option within the above time period,  Matrix shall be
            free to sell the  Compounds  to any third party at a price not lower
            then the Option Price.

<PAGE>
                                      -26-


      14.5  The Company  shall have the right of first  refusal to purchase  the
            algorithm   for   development   of  the  Compounds  and  any  Matrix
            Intellectual   Property   required  for  the  exploitation  of  such
            algorithm for  development  of compounds  for the Field,  including,
            without limitation,  any patents and patents applications (the "ROFR
            ASSETS")  within 60 days from the occurrence of any of the following
            events (the "PURCHASE ROFR"):

            14.5.1 Bankruptcy Event of Matrix.

            14.5.2 if any execution,  sequestration, or any other process of any
                  court  becomes  enforceable  against  Matrix  or if  any  such
                  process is levied on the rights  under this  Agreement or upon
                  any of  the  monies  due to  Matrix  and  is not  released  or
                  satisfied  by  Matrix  within  60 days  thereafter,  or if any
                  resolution  is passed or order made or other  steps  taken for
                  the  winding  up,  liquidation  or  other  termination  of the
                  existence of Matrix.

            14.5.3 if  Matrix  ceases to carry on its  business  or  failure  of
                  Matrix to approve or  implement,  during a period of three (3)
                  months,  any  services  required  by it  pursuant  to the  R&D
                  Agreement.

            Within  thirty  (30)  days from the  occurrence  of any of the above
            events  Matrix  shall  provide  the  Company  with  written  report,
            detailing  the  purchase  price  of the  Option  Assets  (the  "ROFR
            PRICE").

            The  Company  may inform  Matrix of its  decision  to  exercise  the
            Purchase  ROFR within thirty (30) days after the receipt of the ROFR
            Price for the ROFR Assets.

            If the Purchase ROFR shall be  exercised,  the parties shall convene
            at a time to be  coordinated  between them,  but no later than seven
            (7) business days after receipt of Matrix  approval to the notice of
            exercise  of the  Purchase  ROFR,  at the  offices  of the  Matrix's
            counsel,  and shall consummate the transaction  contemplated hereby,
            namely the transfer of all of the ROFR Assets, free and clear of any
            Liens,   to  the  Company   (including  by  providing  all  relevant
            documentation and files,  materials and other information related to
            the ROFR Assets) against the payment by the Company to Matrix of the
            ROFR Price.  To effect such transfer,  Matrix further agrees to sign
            and  deliver  all  deeds,  bills  of sale,  endorsements,  consents,
            assignments and other good and sufficient  instruments of conveyance
            and assignment as the Company may reasonably request as necessary or
            appropriate to vest in the Company all right, title and interest in,
            to the ROFR Assets.

            If the Company  shall not inform  Matrix of its decision to exercise
            the ROFR within the above time period,  Matrix shall be free to sell
            the ROFR  Assets  to any third  party at a price not lower  then the
            ROFR Price and with other terms not less  favorable  Matrix than the
            terms set forth  herein.  Any sale of the ROFR Assets after 120 days
            from the date of the initial offer to the Company hereunder shall be
            again  subject to Matrix's  right of first  refusal  pursuant to the
            provisions of this Section.  Notwithstanding the above, Matrix shall
            not sell the ROFR Assets under terms that may, as can  reasonably be
            foreseen by it,  damage the rights of the Company  according to this
            Agreement.

            Notwithstanding  anything to the contrary  above, if Matrix succeeds
            in  carrying  on its  business  in counter  of the events  stated in
            Section  14.5.1-14.5.3 and no foreseeable damages can be seen to the
            rights  of the  Company  under  the  Agreement  (including  the  R&D
            Agreement) and to Matrix's  foreseeable ability to fully fulfill its
            ongoing   obligations   under  the  Agreement   (including  the  R&D
            Agreement),  the Purchase  ROFR shall be cancelled and all Compounds
            and ROFR Assets shall remain the sole  property of Matrix  according
            to the terms of this  Agreement.  For the  avoidance of doubt,  when
            foreseeable  damages can be seen and  notwithstanding the above, the
            provisions of this Section shall apply.

<PAGE>
                                      -27-


      14.6  Matrix  shall  immediately  advise the Company,  in writing,  of the
            occurrence of any of the events set forth in Section 14.2 above,  or
            any other circumstances that may result in such event.

      14.7  Matrix  shall  reasonably  assist the Company  with its fund raising
            activities,  provided the Company shall bear all costs involved with
            the  participation of Matrix staff in such  activities.  The Company
            shall update Matrix,  on a current basis but not later than December
            31st,  2005,  regarding  the progress and status of its fund raising
            activities.

      14.8  Matrix shall deliver to the Company and the Steering  Committee,  on
            each Reporting Date, copies of all the  Documentation.  In addition,
            Matrix shall deliver to the Steering Committee any reports and other
            information  as shall be requested by the  Steering  Committee  from
            time to time.

15    COVENANTS OF THE COMPANY

      15.1  Without  derogation  from the provisions of Section 9 above,  during
            the License  Term the  Company  shall be fully  responsible  for the
            development,  marketing,  support and  maintenance  of the  Licensed
            Products and the  Compounds,  at its own  expense,  and Matrix shall
            have  no  obligation  with  the  same  other  than  the  obligations
            specifically referred to in this Agreement or the R&D Agreement.

      15.2  Matrix  does  not  assume  any  obligation  of  the  Company  to any
            employee, contractor,  supplier of other third party whatsoever, and
            Company  shall  remain fully and  exclusively  liable for all of its
            debts and obligations.

      15.3  Following   the  Closing,   Company   undertakes  to  notify  Matrix
            immediately  upon the  commencement  of any Bankruptcy  Event or any
            other event that could lead to a Bankruptcy Event of Company.

      15.4  During the License Term,  the Company  shall  provide  Matrix with a
            full and detailed written report of the Net Sales and the Net Rights
            Income of the Licensed  Product and the Compounds in each  Reporting
            Period,  not  later  than 30 days  after  the end of each  Reporting
            Period.

      15.5  The Company shall maintain complete and accurate records relating to
            the Net Sales and Net Rights Income  during the License Term,  which
            records shall  contain  sufficient  information  to permit Matrix to
            confirm the accuracy of any reports and Royalties delivered to it by
            the Company and the Company's  compliance in other respects with its
            obligation  pursuant  to  the  License  granted  to  it  under  this
            Agreement.  The Company shall retain such records for at least seven
            (7) years, during which time Matrix and its appointed agents,  shall
            have the right,  not more than once a year, at Matrix's  expense and
            subject to the  provisions of Section 16  hereunder,  to inspect and
            audit such  records  and other  records  relating  to the  Company's
            customers.  Notwithstanding  the  above,  if such  audits  reveal  a
            discrepancy  of more  than 10%  between  the  Royalties  paid by the
            Company to Matrix and the actual royalty amounts payable  hereunder,
            the Company will bear the reasonable  costs of such audit (including
            auditor's fee, travel and accommodation  costs) and shall pay Matrix
            a penalty amounting to twice the discrepancy amount.

      15.6  The  Company  shall  comply  with all  local,  state,  federal,  and
            international  laws and  regulations  relating  to the  development,
            performance, production, manufacture, use, marketing and sale of the
            Licensed Products and the Compounds during the License Term.

<PAGE>
                                      -28-


      15.7  For the License  Term,  the Company may  reasonably  use the name of
            Matrix solely for the purpose of raising  funds for the  realization
            of the terms set forth in the Agreement and the R&D Agreement.

      15.8  To the extent  commercially  feasible and consistent with prevailing
            business  practices,  the Company  shall  mark,  and shall cause its
            Affiliates and  Sub-Licensees to mark, all Licensed Products and the
            Compounds with the number of each issued patent that applies to such
            Licensed Product and/or the Compounds.

      15.9  At any time after the completion of a specific Stage of Development,
            and at least  60 days  prior to  commencement  of the next  Stage of
            Development by the Company as detailed in Exhibit 5.1 hereto, Matrix
            shall be entitled to inform the Company, in writing,  that it wishes
            to invest in the Company the funding required by the Company for the
            conduct of the next Stage of Development (the "INVESTMENT"). In such
            event,  the Company  shall  inform  Matrix,  in writing,  within the
            following 7 days, of the investment  terms offered by the Company to
            investors at such time  (including the securities  offered and their
            price) (the  "COMPANY'S  NOTICE").  Matrix  shall then be  entitled,
            within 7 days after the receipt of the Company's  Notice,  to invest
            in the  Company  the  Investment,  on  the  terms  specified  in the
            Company's  Notice,  and such Investment shall be used by the Company
            only for the  purposes of financing  the next Stage of  Development.
            Notwithstanding  the above,  the  Company  may refuse to accept such
            funds only if either party  notifies of its desire to terminate  the
            License hereunder, under the terms hereof.

      15.10 The Company shall deliver to the Steering  Committee any reports and
            other  information  as shall be requested by the Steering  Committee
            from time to time.

      15.11 Company  shall  immediately  advise  Matrix,  in  writing,   of  the
            occurrence of any of the events set forth in Section y15.3 above, or
            any other circumstances that may result in such event.

      15.12 In the  invitation  and proxy  statement  to the  second  (annual or
            other)  meeting of the  shareholders  of the Company  following  the
            Closing Date, that shall be duly and validly convened,  the Board of
            Directors of the Company  shall convene the meeting and recommend to
            the shareholders of the Company (and bring the matter to their vote)
            to cancel the power granted to the Board of Directors of the Company
            in Article IV of the  Company's  Certificate  of  Incorporation,  to
            designate  and issue new  series of shares of  preferred  stock (the
            "BLANK  CHECK  AUTHORIZATION").  For  the  avoidance  of  doubt,  no
            assurance  is made  by the  Company  that  the  shareholders  of the
            Company  shall adopt such  recommendation  to cancel the Blank Check
            Authorization.

16    CONFIDENTIALITY

      16.1  For purposes hereof,  "CONFIDENTIAL  INFORMATION"  means any and all
            Matrix  Intellectual  Property Rights  including with regards to the
            Licensed Products and/or the Compounds,  the Company's  Intellectual
            Property Rights, the terms and conditions of this Agreement, and any
            and all oral, written,  electronic or other communications and other
            information  disclosed  or  provided  by one  party  to  the  other,
            including  any and all  analyses  or  conclusions  drawn or  derived
            therefrom  regarding this Agreement,  and  information  developed or
            disclosed  hereunder,  or  any  party's  raw  materials,  processes,
            formulations,   analytical  procedures,   methodologies,   products,
            samples  and  specimens  or  functions,  excluding  (i)  information
            possessed by a party prior to receipt  from the other  party,  other
            than  through  prior  disclosure  by such party;  (ii)  published or
            available to the general  public  otherwise than through a breach of
            this Agreement;  (iii) obtained by the party from a third party with

<PAGE>
                                      -29-


            a valid right to disclose it,  provided that said third party is not
            under  a  confidentiality   obligation  to  the  first  party;  (iv)
            independently developed by employees,  agents or consultants of such
            party;  (v)  is  required  to  be  disclose  under  applicable  laws
            (including  securities  laws)  or  regulations,  or by an order of a
            competent  judicial  body,  all (i) to (v)  which  can be  proven by
            written records.

      16.2  Each party shall keep and use all of the Confidential Information in
            confidence  and will not,  without the other  party's  prior written
            consent,  disclose  any  Confidential  Information  to any person or
            entity,  except  reasonably  to  those  of its  officers,  servants,
            employees and agents who require said  Confidential  Information  in
            performing their  obligations  under this Agreement,  all subject to
            such  party's  rights  to  use  such  Confidential   Information  in
            furtherance of the purposes set forth in this Agreement. Each of the
            parties  covenants  and agrees that it will initiate and maintain an
            appropriate  internal program limiting the internal  distribution of
            the Confidential Information to its officers, servants, employees or
            agents and to take the  appropriate  non-disclosure  agreements from
            any  and  all  persons  who  may  have  access  to the  Confidential
            Information.

      16.3  In the event that a party is required by judicial or  administrative
            process to disclose any or all of the Confidential Information, such
            party  shall  promptly  notify  the other  party and allow the other
            party  reasonable time to oppose such process before  disclosing any
            Confidential Information.

      16.4  For the avoidance of doubt,  the provisions of this Section 16 shall
            not limit,  in any way  whatsoever,  the Company's  right to use the
            Compounds according to the License granted to it hereunder.

17    TERMINATION

      17.1  The Company shall have the right to terminate  this  Agreement,  for
            any reason,  upon at least six (6) months  prior  written  notice to
            Matrix.

      17.2  The Company may, at its option, terminate this Agreement immediately
            on the  happening  of any  one or  more of the  events  detailed  in
            Section 14.5 above  and/or upon a material  breach by Matrix of this
            Agreement  and/or the R&D Agreement by delivering  notice in writing
            to that effect to Matrix, and provided, that prior written notice of
            at least  120 days was  delivered  to  Matrix  with  respect  to any
            material breach or of 30 days on the happening of any one or more of
            the events  detailed in Section  14.5 above,  and during said period
            such event were not cured.

      17.3  Matrix  may, at its  option,  either  terminate  this  Agreement  or
            convert  the  License  granted  pursuant  to this  Agreement  into a
            non-exclusive  License,  on the  happening  of one  or  more  of the
            following  events  and/or  the  events  detailed  in  Section  15.2,
            provided  prior  written  notice  of 120 days was  delivered  to the
            Company upon the  occurrence  of any of the events  detailed in this
            Section  other  than the events  detailed  in  Sub-Sections  17.3.4,
            17.3.5  and  17.3.6 for which  prior  written  notice of 30 days was
            delivered to the Company and during said period such default was not
            cured and for the event  stated in  Section  17.3.1 no prior  notice
            shall be required  and Matrix  shall be  entitled  to  automatically
            terminate the Agreement, with no need of prior written notice:

            17.3.1 If the Company did not deliver to Matrix  until the  Exercise
                  Date an Exercise  Notice and a written notice  confirming that
                  the Company has  secured  sufficient  funding in the amount of
                  not less than  US$240,000  for the First Stage of  Development
                  and the  Second  Stage  of  Development,  in  addition  to the
                  Advance.

            17.3.2 the Company fails to pay or timely pay any payment payable by
                  it pursuant to the Agreement and/or the R&D Agreement;

<PAGE>
                                      -30-


            17.3.3 the Company fails to pay or timely pay any Milestone  Payment
                  or Royalties;

            17.3.4 Bankruptcy Event of the Company; or

            17.3.5 if any execution,  sequestration, or any other process of any
                  court  becomes  enforceable  against  Company  or if any  such
                  process is levied on the rights  under this  Agreement or upon
                  any of  the  monies  due to  Company  and is not  released  or
                  satisfied  by  Company  within 60 days  thereafter,  or if any
                  resolution  is passed or order made or other  steps  taken for
                  the  winding  up,  liquidation  or  other  termination  of the
                  existence of Company.

            17.3.6 if Company ceases to carry on its business.

            17.3.7 material  breach by Company of this Agreement  and/or the R&D
                  Agreement.

            17.3.8 if the  Company  fails to complete  any Stage of  Development
                  within the timeframe  detailed in Exhibit 5.1, as amended from
                  time to time by the Steering Committee; or

            17.3.9 fails  to   commence   and  fully  fund  the  next  Stage  of
                  Development after the applicable Period Between Stages ended.

            Notwithstanding  the above,  (i) if Matrix failed to comply with any
            of the material terms of the R&D  Agreement,  the provisions of this
            Section  shall not apply to Section  17.3.8 and  17.3.9,  and Matrix
            shall  not be  entitled  to  terminate  the  License;  and (ii) if a
            certain  Milestone was not achieved  according to this Agreement and
            the R&D Agreement Program, and the Steering Committee has determined
            that  notwithstanding  such failure,  the R&D Program shall continue
            for an additional 9 months according to Section y6.3.6 above, Matrix
            shall be entitled to provide  notice of  termination  to the License
            only following such period.

      17.4  Upon the early  termination  of this  Agreement,  the  Company,  may
            complete  and sell any  work-in-progress  and  inventory of Licensed
            Products  and/or  Compounds  that exist as of the effective  date of
            termination,  provided that the Company shall  complete and sell all
            work-in-progress  and  inventory  of  Licensed  Products  and/or the
            Compounds  within  six  (6)  months  after  the  effective  date  of
            termination. In no event shall termination of this Agreement release
            the Company from the  obligation  to pay any amounts that became due
            on or before the  effective  date of  termination.  For avoidance of
            doubt it is made clear that termination of this Agreement and/or the
            R&D Agreement by Matrix shall automatically  terminate any agreement
            Company has signed  with  Affiliates,  Sub-Licensees  or other third
            parties including with regards to the Services  according to the R&D
            Agreement,   Licensed  Products,  Compounds  or  any  other  matters
            relating to this Agreement  and/or the R&D Agreement,  unless Matrix
            has notified Company otherwise.

      17.5  Upon  termination  of the  Agreement  by  the  Company  pursuant  to
            Sections 17.1 or 17.2 above, or if the Company fails to exercise the
            Option   until  the   Exercise   Date,   Matrix  shall  be  free  to
            commercialize  the  Compounds  and/or  Licensed  Products,  provided
            however,  that the Company  shall be  entitled to receive,  from and
            after the date of termination of this  Agreement,  such share in all
            revenue,  monies,   receipts,   royalties  and  other  consideration
            received   by   Matrix,   directly   or   indirectly,    from   such
            commercialization,  including the Advance,  if no milestone  payment
            has been paid (the "MATRIX'S  Revenues"),  to be determined based on
            the following formula:

<PAGE>
                                      -31-


                                   C = R*P*A/T

            where: "C" is the amount to be paid to the Company by Matrix; "R" is
            Matrix's Revenues  actually received by Matrix;  "P" is a percentage
            to be determined  as follows:  if the  termination  of the Agreement
            results  from  the  cessation  of the  Company  to  conduct  the R&D
            Program,  and such cessation is the result of the increase of 20% or
            more in the  actual  costs  associated  with the  relevant  Stage of
            Development  in  excess of the  projected  costs as set forth in the
            Budget  attached to this  Agreement  such  percentage  will be 100%,
            otherwise such percentage will be 85%; "A" are the actual  Milestone
            Payments  paid to  Matrix  pursuant  to  this  Agreement  until  the
            termination  date, or the Advance - if no Milestone Payment has been
            paid;  and "T" are the total  Milestone  to which  Matrix shall have
            been entitled  hereunder if the Company would have  successfully met
            all Milestones.

            Notwithstanding  the above,  if the Option is not  exercised  by the
            Company until the Exercise  Date,  Matrix shall be entitled to repay
            the Advance to the Company within sixty (60) days after the Exercise
            Date,  and,  in  such  event,  this  Agreement  shall  automatically
            terminate  including Matrix's  obligations  pursuant to this Section
            17.5.

      17.6  Payments to the Company  pursuant to this  Section  shall be paid in
            cash payment in U.S.  dollars payable by means of a wire transfer to
            a bank account  designated by the Company,  within 30 days after the
            end of each  Reporting  Period.  Matrix shall be obliged to maintain
            records,  provide  reports to the  Company  and allow the Company to
            inspect its books and records,  and the  provisions of Sections 15.4
            and 15.5 hereto shall apply, mutatis mutandis.

      17.7  The provisions of Sections 11, 12.3, 12.4, 12.5, 16, 17.4, 17.5, 19,
            20, 21 and 22 shall survive the termination of this Agreement.

18    CLOSING; CONDITIONS TO CLOSING

      This  Agreement  shall become  effective  upon a closing (the  "CLOSING"),
      which shall take place at the law offices of Ori Rosen & Co., of 1 Azrieli
      Center, Tel Aviv 67021, at 12:00 on January 3, 2006, or at such other time
      or place as the  parties  may  agree.  Such time and date of  Closing  are
      herein  referred  to as the  "CLOSING"  and  the  "CLOSING  DATE".  At the
      Closing:

      18.1  Matrix shall deliver to the Company:

            18.1.1 a duly executed copy of resolutions of its Board of Directors
                  and consents and waivers of its stockholders and shareholders,
                  in the forms attached in EXHIBIT 18.1.1;

            18.1.2 a  legal  opinion  of  Gross.  Kleinhendler,  Hodak,  Halevy,
                  Greenberg  & Co.,  counsel  to  Matrix,  in the form  attached
                  hereto as EXHIBIT  18.1.2,  duly signed and  addressed  to the
                  Company and dated as of the Closing Date;

            18.1.3 a  Certificate  of Good  Standing  of Matrix  executed by the
                  Secretary  of the State of  Delaware  and dated not later than
                  two business days before the Closing Date;

            18.1.4 The  Research  and  Development  Agreement,  in the  form  of
                  EXHIBIT 18.1.4 (the "R&D  AGREEMENT"),  signed and executed by
                  Matrix;

            18.1.5 Certificate  of  compliance  in the  form  acceptable  to the
                  Company.

<PAGE>
                                      -32-


            18.1.6 [Omitted].

            18.1.7 An executed Tri Party  Agreement in the form attached  hereto
                  as EXHIBIT 18.1.7.

            18.1.8 The executed NSCI Letter.

      18.2  The Company shall deliver to Matrix:

            18.2.1 a duly executed copy of resolutions of its Board of Directors
                  in the form attached in EXHIBIT 18.2.1;

            18.2.2 the balance of the Advance.

            18.2.3 the R&D Agreement, signed and executed by the Company.

            18.2.4 a Certificate of Good Standing of the Company executed by the
                  Secretary  of the State of  Delaware  and dated not later than
                  two business days before the Closing Date.

            18.2.5 Certificate of compliance in the form acceptable to Matrix.

            18.2.6 a legal  opinion  of David  Lubin &  Associates,  counsel  to
                  Company,  in the form attached hereto as EXHIBIT 18.2.6,  duly
                  signed  and  addressed  to the  Company  and  dated  as of the
                  Closing Date.

      18.3  The  obligation of the Company to consummate  the Closing is subject
            to the  satisfaction  or  waiver  by the  Company  of the  following
            further conditions:

            18.3.1 No proceeding  challenging this Agreement or the transactions
                  contemplated hereby or seeking to prohibit,  alter, prevent or
                  materially delay the Closing shall have been instituted by any
                  Person before any court, arbitrator or Governmental Agency and
                  be pending.

            18.3.2 No  provision  of any  applicable  law or  regulation  and no
                  judgment,  injunction,  order  or  decree  shall  prohibit  or
                  materially alter the consummation of the Closing.

            18.3.3 Matrix shall have performed all of its obligations  hereunder
                  required to be performed on or prior to the Closing Date,  and
                  the representations and warranties of Matrix contained in this
                  Agreement  or any  Ancillary  Agreement  at the  time of their
                  execution  and  delivery  and  in  any  agreement,   document,
                  certificate  or other  writing  delivered  by Matrix  pursuant
                  hereto shall be true at and as of the Closing Date, as if made
                  at and as of such date.

            18.3.4 The Company shall have received all closing  documents listed
                  in this  Agreement  duly  signed,  and any others  that it may
                  reasonably  request,  all in  form  and  substance  reasonably
                  satisfactory to the Company.

            18.3.5 The Company  completed legal,  financial and professional due
                  diligence of Matrix,  to the Company's full  satisfaction,  in
                  its sole discretion.

            18.3.6 Between  the date of this  Agreement  and the  Closing  Date,
                  there shall not have  occurred  any change with respect to the
                  business,   assets,   properties,   condition   (financial  or
                  otherwise), results of operations or prospects of Matrix which
                  would  result  in or  would  be  reasonably  likely  to have a
                  material   adverse  effect  on  Company's  rights  under  this
                  Agreement.

<PAGE>
                                      -33-


      18.4  The obligation of Matrix to consummate the Closing is subject to the
            satisfaction   or  waiver  by  Matrix  of  the   following   further
            conditions:

            18.4.1 No proceeding  challenging this Agreement or the transactions
                  contemplated hereby or seeking to prohibit,  alter, prevent or
                  materially delay the Closing shall have been instituted by any
                  Person before any court, arbitrator or Governmental Agency and
                  be pending.

            18.4.2 No  provision  of any  applicable  law or  regulation  and no
                  judgment,  injunction,  order  or  decree  shall  prohibit  or
                  materially alter the consummation of the Closing.

            18.4.3 The Company  shall have  performed in all respects all of its
                  obligations  hereunder  required to be  performed  by it at or
                  prior to the Closing Date;

            18.4.4 The  representations  and warranties of the Company contained
                  in this Agreement and in the Company  Ancillary  Agreements at
                  the time of their execution and delivery and in any agreement,
                  documents,  certificate  or  other  writing  delivered  by the
                  Company  pursuant  hereto shall be true in all respects at and
                  as of the Closing Date, as if made at and as of such date;

            18.4.5 Matrix shall have  received the closing  documents  listed in
                  this Agreement and any other  documents that it may reasonably
                  request, all in form and substance reasonably  satisfactory to
                  Matrix.

            18.4.6 Between  the date of this  Agreement  and the  Closing  Date,
                  there shall not have  occurred  any change with respect to the
                  business,   assets,   properties,   condition   (financial  or
                  otherwise),  results of operations or prospects of the Company
                  which would result in or would be reasonably  likely to have a
                  material  adverse  effect.  18.5 Within 21 business days after
                  the  Closing  Matrix  shall  deliver  an  executed  Consulting
                  Agreement with Dr. Marcel Thurk, in the form acceptable to the
                  Company.

19    NOTICES

      Any offer, notice,  response or other communication required or authorized
      to be given by any Party under this  Agreement to the other Party shall be
      in  writing  and  shall  be  personally   delivered,   sent  by  facsimile
      transmission  (with a copy by ordinary  mail in either case) or dispatched
      by courier  addressed  to the other party at the address  stated  below or
      such other  address as shall be specified by the parties  hereto by notice
      in  accordance  with the  provisions  of this  Section.  Any notice  shall
      operate and be deemed to have been served, if personally delivered or sent
      by fax on the next following business day, and if by courier, on the fifth
      following  business day. Addresses for the purposes of this Section are as
      follows:


      To Matrix:   15 Berkeley Street
                   London W1J8DY
                   United Kingdom

<PAGE>
                                      -34-


            with a copy to (which shall not constitute service of process on):

            Gross, Kleinhendler, Hodak, Halevy, Greenberg & Co., Law Offices
            1 Azrieli Center, Tel Aviv 67021, Israel
            Fax: 972-3-6074444
            Attn: Mr. Nitzan Hirsch-Falk, Adv.

      To the Company:

            SafeTek International Inc.
            23 Aminadav St., Tel Aviv 67898, Israel
            Fax:  972-3-5613465
            Attn: Dr. Shay Goldstein

            with a copy to (which shall not constitute service of process on):

            Ori Rosen & Co., Law Offices
            1 Azrieli Center, Tel Aviv 67021, Israel
            Fax: 972-3-6074701
            Attn: Mr. Ori Rosen, Adv.

20    ARBITRATOR AND ARBITRATION

      20.1  In the  event  of  any  dispute  to be  resolved  by the  Scientific
            Arbitrator  pursuant to Section 6.5 above,  the  parties,  by mutual
            consent, shall designate a person, not affiliated with either party,
            of recognized  stature in the scientific area or discipline in which
            such dispute arises as the "SCIENTIFIC ARBITRATOR" for such dispute.
            For the  avoidance  of doubt,  it is expressly  recognized  that the
            Scientific  Arbitrator  for one dispute will not  necessarily be the
            Scientific Arbitrator for any other dispute.

      20.2  The  scientific  arbitration  shall take  place in Tel Aviv,  in the
            Hebrew language.  The Scientific Arbitrator shall be exempt from the
            civil procedure rules and the rules of evidence,  but shall be bound
            by substantive law and by the duty of citing grounds for his ruling,
            and he shall  have to hand down his  decision  with  respect  to the
            dispute  within  30 days  from  the date on which  the  dispute  was
            submitted  to him. The  execution  of this  Agreement by the parties
            shall be deemed the execution of an arbitration agreement.

      20.3  Each of the  parties  hereby  undertakes  to  collaborate  with  the
            Scientific  Arbitrator  and to comply  with any  reasonable  request
            therefrom,  including but not limited to furnishing  the  Scientific
            Arbitrator  with  information,  documents,  reports  and  any  other
            relevant  written  material  and  attending  any meetings set by the
            Scientific Arbitrator regarding the addressed issues.

21    GOVERNING LAW AND JURISDICTION

      This  Agreement  shall be  subject  to the laws of the State of  Delaware,
      without  regard  to the  conflict  of  laws  provisions  thereof,  and all
      disputes  which  may arise our of or in  connection  with this  Agreement,
      other than disputes to be resolved by the Scientific  Arbitrator  pursuant
      to Section 20 above, shall be subject to the exclusive jurisdiction of the
      courts of the State of Delaware.

22    MISCELLANEOUS

      22.1  Each  party  will  bear  its  own  costs  in  connection   with  the
            transactions  contemplated hereunder,  including attorney's fees and
            expenses.

<PAGE>
                                      -35-


      22.2  Each  party has  reviewed  with its own tax  advisors  the  federal,
            state,  local  and  foreign  tax  consequences  of the  transactions
            contemplated by this Agreement, including the issuance of the Shares
            to the extent issued.  Each party is relying solely on such advisors
            and not on any statements or  representations  of the other party or
            any  of  its  agents.  Each  party  understands  that  it  shall  be
            responsible  for any tax  liability  that  may  imposed  on it under
            applicable law as a result of the transactions  contemplated by this
            Agreement. In the event that pursuant to any law or regulation,  tax
            is  required to be  withheld  at source,  said tax may be  withheld,
            unless  proper  certification  approving  such  tax  should  not  be
            withheld is provided.

      22.3  Subject to the terms and  conditions of this  Agreement,  each party
            will use its commercially reasonable efforts to take, or cause to be
            taken,  all  actions  and to do,  or cause to be  done,  all  things
            necessary or desirable  under  applicable  laws and  regulations  to
            consummate the  transactions  contemplated by this  Agreement.  Each
            party   agrees  to  execute  and  deliver   such  other   documents,
            certificates,  agreements  and other writings and to take such other
            actions as may be necessary or desirable in order to  consummate  or
            implement  expeditiously  the  transactions   contemplated  by  this
            Agreement.

      22.4  If Party's failure to comply with any terms of the Agreement  and/or
            the R&D  Agreement  is due to causes  beyond the control of the such
            party,  including,  without  limitation,  acts of God, fire,  flood,
            strike,  lockout,   factory  shutdown,  act  of  civil  or  military
            authority,  priority request,  order of any applicable government or
            any department or agency thereof, insurrection,  riot, war, embargo,
            or inability to obtain  labor or materials  from its usual  sources,
            such failure shall not be regarded to as breach by that party of the
            Agreement and/or the R&D Agreement.  22.5 This Agreement constitutes
            the entire agreement between the parties with respect to its subject
            matter and supersedes all prior agreements or understandings between
            the parties relating to its subject matter.

      22.6  This Agreement may be amended,  supplemented,  or otherwise modified
            only by means of a written  instrument  signed by both parties.  Any
            waiver of any rights or failure to act in a specific  instance shall
            relate  only to such  instance  and  shall  not be  construed  as an
            agreement to waive any rights or fail to act in any other  instance,
            whether or not similar.

      22.7  In the event  that any  provision  of this  Agreement  shall be held
            invalid  or  unenforceable  for  any  reason,   such  invalidity  or
            unenforceability  shall  not  affect  any  other  provision  of this
            Agreement,  and the parties shall  negotiate in good faith to modify
            the Agreement to preserve (to the extent  possible)  their  original
            intent.

      22.8  Nothing  contained  herein  shall be deemed or  construed  to create
            between the parties hereto a partnership or joint venture.  No party
            shall have the authority to act on behalf of any other party,  or to
            commit any other party in any manner or cause  whatsoever  or to use
            any other  party's name in any way not  specifically  authorized  by
            this  Agreement.  No party  shall be liable  for any act,  omission,
            representation,  obligation  or debt  of any  other  party,  even if
            informed of such act, omission, representation, obligation or debt.

      22.9  This  agreement  cannot be  assigned  by  either  party  other  then
            according to the undertakings set forth in Section y13 herein.

      22.10 All  headings  are for  convenience  only and shall not  affect  the
            meaning of any provision of this Agreement.

      22.11 All  remedies,  either  under this  Agreement or by law or otherwise
            afforded  to  any  of the  Parties,  shall  be  cumulative  and  not
            alternative.

<PAGE>
                                      -36-


      22.12 This Agreement may be executed in any number of  counterparts,  each
            of which shall be deemed an  original  and  enforceable  against the
            Parties  actually  executing  such  counterpart,  and  all of  which
            together shall constitute one and the same instrument.

<PAGE>
                                      -37-


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

Safetek International, Inc.                        Matrix Pharma Inc.

By: /s/ Shay Goldstein                             By: /s/ Sion Balass
    ----------------------                             -------------------
    Name: Shay Goldstein                               Name: Sion Balass


<PAGE>

<TABLE>
<CAPTION>
                                                                                                                         EXHIBIT 5.1


------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                          TIME TILL
                                                                                                                          BEGINNING
       STAGE OF                                                                      ESTIMATED  ESTIMATED  MILESTONE      OF NEXT
STAGE  DEVELOPMENT      MILESTONE                                                    DURATION   COST ($)   PAYMENT ($)    STAGE
------------------------------------------------------------------------------------------------------------------------------------
<S>    <C>              <C>                                                          <C>        <C>        <C>            <C>
I*     Oral             o     Successful completion of oral bioavailability                 5M    150,000  [Omitted                0
       bioavailability        studies, conducted by Prof' Varon and                                        pursuant to a
       studies                issuance of a report of the oral                                             request for
                              bioavailability results (written according                                   confidential
                              to FDA standards (TBD by Varon if such                                       treatment and
                              protocols exist)).                                                           filed
                        o     The efficacy and specificity parameters of the                               separately with
                              new oral compounds will be comparable to IV                                  the Securities
                              compound 8-5 (*see attached table 1).                                        and Exchange
                        o     The compound is an API (Active Pharmaceutical                                Commission]
                              Ingredient) according to ICH guidelines
                              (http://www.fda.gov/cder/guidance/4286fnl.htm)

------------------------------------------------------------------------------------------------------------------------------------
II     Pre-clinical     Successful completion of Proof of concept study in                  4M    150,000  [Omitted               6M
       efficacy (POC)   animals: The new compounds were proved, with an accepted                           pursuant to a
       and pre-IND      model, to prevent thrombosis determined by an agreement                            request for
       meeting          with a GMP, FDA approved manufacturer.                                             confidential
                                                                                                           treatment and
                                                                                                           filed separately
                                                                                                           with the
                                                                                                           Securities and
                                                                                                           Exchange
                                                                                                           Commission]
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

------------------------------------------------------------------------------------------------------------------------------------
<S>    <C>              <C>                                                          <C>        <C>        <C>            <C>
III    Pre-clinical     Successful completion of pre-clinical studies determined           12M    950,000  [Omitted              12M
       studies and      by approval of IND.                                                                pursuant to a
       approval of IND                                                                                     request for
                                                                                                           confidential
                                                                                                           treatment and
                                                                                                           filed separately
                                                                                                           with the
                                                                                                           Securities and
                                                                                                           Exchange
                                                                                                           Commission]
------------------------------------------------------------------------------------------------------------------------------------
IV     Phase I studies  Successful completion of Phase I determined by approval of         12M  1,200,000  [Omitted              12M
                        the FDA to start phase II.                                                         pursuant to a
                                                                                                           request for
                                                                                                           confidential
                                                                                                           treatment and
                                                                                                           filed separately
                                                                                                           with the
                                                                                                           Securities and
                                                                                                           Exchange
                                                                                                           Commission]
------------------------------------------------------------------------------------------------------------------------------------
V      Phase IIa        Successful completion of Phase IIa,                                12M  1,000,000  [Omitted
                        determined by approval of the FDA to start  phase II/III                           pursuant to a
                                                                                                           request for
                                                                                                           confidential
                                                                                                           treatment and
                                                                                                           filed separately
                                                                                                           with the
                                                                                                           Securities and
                                                                                                           Exchange
                                                                                                           Commission]
------------------------------------------------------------------------------------------------------------------------------------

----------------
*     If these results are not met, Matrix will pay all the cost of further development above 165,000$ in total (including the cost
      up to that stage).
</TABLE>

<PAGE>

TABLE 1. Properties of selected thrombin inhibitors

<TABLE>
<CAPTION>

                      Selected inhibitors from cycles 7-8            Reference inhibitors
                  -------------------------------------------  ---------------------------------
Values                7-1     7-4      7-8       8-1      8-5  Argatroban      NAPAP  Melagatran
------------------------------------------------------------------------------------------------
<S>                 <C>     <C>      <C>       <C>      <C>         <C>        <C>         <C>
Ki [KM]
 Human thrombin     0.080   0.009    0.056     0.008    0.003       0.038      0.009       0.006
 Bovine thrombin    0.150   0.021    0.073     0.013   0.0072       0.019      0.006      0.0036
 Trypsin           >1,000  >1,000   >1,000    >1,000   >1,000       4.250        690       0.004
 FactorXa          >1,000  >1,000   >1,000    >1,000   >1,000         210        7.9         9.4
 Factor XIla           --* >1,000   >1,000    >1,000   >1,000      >1,000        450        10.4
 Urokinase         >1,000  >1,000   >1,000    >1,000   >1,000      >1,000        230         7.9
 Plasmin           >1,000  >1,000   >1,000    >1,000   >1,000         600         30         1.4
 Plasma kallikrein     --  >1,000   >1,000    >1,000   >1,000      >1,000         14        0.69
Icon aM
 Thrombin time       0.24   0.034     0.24     0.040    0.040       0.062      0.045       0.015
 aPTT                 6.0     1.0      2.8      0.95     0.60        0.42       0.50        0.24
 Prothrombin time      14     2.0       --       2.0     1.45        0.66        1.0        0.37
 Toxicity [%]
 HeLa [30 kM]           0       0        0       1.7        0          --         --          --
 HeLa (200 gM)       17.1      --        0       5.0      2.9          --         13          12
 Hemolysis             10      --       <2        <2       <2          --         --          --
ACME
 SPB, %                59      39        2        22       29          --         86           7
 Metabolic Stab, %     88      80       92        70       76          --         97          93
 Solubility, 200 gM 197.9      --      200       200      200          --         --          --

------------------------------------------------------------------------------------------------
</TABLE>

ADME, absorption, distribution, metabolism, elimination: SPB, serum protein
binding; P-IC200, inhibitor concentration doubling the respective clotting time;
TT, thrombin time; aPTT, activated partial thromboplastin time.
* Not measured.