EXHIBIT 10.11

* Portions  of this  document  have
been  omitted  and are subject to a
request for confidential  treatment
with the  Securities  and  Exchange
Commission.


                                   LICENSING &
                              TECHNOLOGY TRANSFER
                                   AGREEMENT









BIONOVO INC.
UNITED BIOTECH CORPORATION






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<PAGE>

                                NOVEMBER 6, 2003

                         LICENSING & TECHNOLOGY TRANSFER
                                   AGREEMENT


     THIS  AGREEMENT  (this  "Agreement")  is entered  into as of the 6th day of
     November, 2003 (the "Effective Date"), between:

     BIONOVO INC.,  U.S.A.  ("Bionovo"),  located at 2320 Woolsey St. Suite 100,
     Berkeley, CA 94705, U.S.A., and

     UNITED BIOTECH CORPORATION.  ("UBC"), a member of Maywufa Enterprise Group,
     located at Fl.5-2,  No. 167 Fu Hsin North Road, Taipei 105, Taiwan,  R.O.C.
     (Bionovo and UBC are referred to individually as a "Party" and collectively
     as the "Parties".)

WHEREAS

     A.   Bionovo  possesses  technology and know-how  referred to as MF101 (FDA
          IND#58267) for the indication of hot flashes and other symptoms of the
          climacteric,  osteoporosis,  breast cancer  prevention,  prevention of
          cardiovascular  disease and osteoarthritis in women with menopause and
          BZL101 (or FDA  IND#59521) for the indication of breast cancer and all
          other  solid  tumors,  as  described  in more detail on Exhibit A (the
          "Technology");

     B.   UBC desires to license the Technology in Territory; and

     C.   Bionovo is willing to grant UBC an exclusive, non-transferable license
          unless the transfer is made to a member of Maywufa  Enterprise  Group,
          license of the Technology if the Technology is developed in the manner
          and on the time table specified in this Agreement.


                                       2
<PAGE>

     NOW  THEREFORE  in  consideration  of the  mutual  promises  and  covenants
     contained herein, the parties to this Agreement agree as follows:

     ARTICLE 1  DEFINITIONS

     1.1  "Territory"  means  Taiwan with the  opportunity  to license for Asian
     countries  (including South Korea,  People's Republic of China,  Indonesia,
     Thailand,  Malaysia,  Singapore,  Vietnam,  and  Philippines)  exclusive of
     Japan.

     ARTICLE 2  LICENSE

          2.1  Bionovo  hereby  grants to UBC the  exclusive,  non-transferable,
               unless the  transfer  is made to a member of  Maywufa  Enterprise
               Group,  Licensing  Rights  with  respect  to both  MF101  for the
               indication  of hot  flash  with  menopause  and  BZL101  for  the
               indication of breast cancer in the Territory.

          2.2  Bionovo  warrants  that,  except for this  Agreement,  it has not
               entered  into  any  agreement  transferring  any  rights  in  the
               Technology in the Territory.

     ARTICLE 3  INDs; CLINICAL TRIALS; SUPPLY

          3.1  Bionovo will provide  detailed  information  to UBC regarding the
               Technology  as  reasonably  necessary to allow UBC to fulfill its
               obligations under this Agreement.

          3.2  Bionovo using the license fee, paid by UBC (as detailed in 4.1 of
               this agreement),  will file for intellectual  property protection
               ("patent application") at any relevant jurisdiction.

          3.3  During the  development  phase of this  Agreement,  Bionovo  will
               supply MF101 and BZL101 for oral administration  (either of them,
               individually,   a   "Pharmaceutical",   and   collectively,   the
               "Pharmaceuticals") to UBC at cost, at UBC's expense, as necessary
               to allow UBC to fulfill  its  obligation  under  this  Agreement.
               Before the development phase is completed, the Parties will enter
               into   a   mutually    agreeable   supply   agreement   for   the
               Pharmaceuticals,  which the Parties will negotiate in good faith.
               Bionovo assures UBC that the supply of Pharmaceuticals will be at
               least equal to those offered by Bionovo to any of its  customers.
               Bionovo shall provide verifiable cost information to UBC.

          3.4  At UBC's  expense,  within 120 calendar  days after the Effective
               Date,  UBC



                                       3
<PAGE>

               with the help of  Bionovo  will  apply to the  Taiwan  DOH for an
               investigational  new drug  license  ("IND")  for a phase II trial
               (the  "Phase  II  Trial")  for MF101  for the  indication  of hot
               flashes in peri-menopausal  and menopausal women and an IND for a
               Phase I trial (the "Phase I Trial") for BZL101 for the indication
               of  the   treatment   of  advanced   measurable   breast   cancer
               (collectively,  the  Phase I Trial  and the  Phase II  Trial  are
               referred to as the  "Trials").  The IND's will be filed under the
               UBC's sponsorship.

          3.5  Within 30 calendar  days after the  Effective  Date,  the Parties
               will  mutually  agree  of the  principal  investigators  for  the
               Trials.

          3.6  UBC  will  execute  the  Trials,  at its  expense,  according  to
               Bionovo's  protocols  as approved by the in Taiwan.  Bionovo will
               act as an  independent  auditor of the Trials and will  supervise
               the on going data collection.

          3.7  Bionovo  is  responsible  for  conducting   independent   quality
               assurance  studies of the  Pharmaceuticals  to ensure  compliance
               with US and  Taiwan  FDA  pharmaceutical  GMP  guidelines.  Those
               quality  assurance  studies  will  include:  (i)  microbiological
               panels,  (ii) heavy  metals,  (iii)  silica  gels of primers  and
               active  fractions,  (iv) HPLC/ MS and NMR  analysis,  and (v) bio
               analytical assays of activity.

          3.8  UBC will begin to execute each of the Trials, at its expense,  no
               later than 90 days after  Taiwan DOH  approval of the IND for the
               respective Trial. UBC will ensure that the principal investigator
               and the clinical  investigators,  inform Bionovo of any grade III
               or IV toxicity as defined by the US NCI common toxicity  criteria
               within 72 hours of any evidence of that  toxicity.  UBC will file
               all grade III and IV toxicities reports and all annual reports to
               the Taiwan  DOH.  After each of the Trials is  complete,  Bionovo
               will conduct an independent  data analysis and upon UBC's request
               Bionovo will provide UBC with a final Phase report for the Taiwan
               DOH.

          3.9  After each of the Trials is complete, the Parties will discuss in
               good faith  whether to continue to develop  either or both of the
               Pharmaceuticals.  If the Parties  agree to continue  with a Phase
               III trial for MF101 or a Phase II trial for  BZL101,  the Parties
               will have the same respective  responsibilities  (as described in
               this Article 3) for those trials as for the Trials.


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<PAGE>

          3.10  Before  UBC  executes  any phase III trial for MF101 or  BZL101,
                Bionovo,  at UBC's  expense,  will conduct  complete  Chemistry,
                Manufacturing and Control ("CMC") and absorption,  distribution,
                metabolism,  elimination  and  toxicology  ("ADMET")  studies to
                satisfy the additional Taiwan DOH guidelines for Phase III-level
                drug-manufacturing  protocols  and a final New Drug  Application
                ("NDA") process separate and different from any other regulatory
                authoritiy.  Bionovo  will provide all  available  CMC and ADMET
                data, at that time, at no additional expense to UBC.

          3.11  After  Taiwan DOH  approves  [the results of the Phase III trial
                of] a Pharmaceutical,  UBC will comply, at its expense, with any
                Taiwan  DOH  requirements  necessary  to permit  the  commercial
                marketing of that approved Pharmaceutical.



     ARTICLE 4  LICENSE FEE & ROYALTIES

          4.1   At the  signing  of this  Agreement,  the UBC  Parties  will pay
                Bionovo a  one-time,  non-refundable  fee of  US$150,000  at the
                signing of this agreement. Bionovo acknowledges that it received
                [*]  of  that  payment   before  signing  this   Agreement,   in
                consideration of its ongoing negotiation with the UBC Parties.

          4.2   Upon the completion of the phase II trial,  UBC will pay Bionovo
                an  amount  to be  discussed  at that  time in US$ in  order  to
                complete the additional specific  requirements for CMC by Taiwan
                DOH.  The  schedule  for the  payment  of the amount US$ will be
                determined  by a mutually  agreed  upon  timeline.  In the event
                Bionovo  did not  secure  additional  funding  for the  complete
                required CMC and ADMET, as required by US FDA, UBC will have the
                option to negotiate with Bionovo the independent  completion the
                above mentioned CMC and ADMET work. The terms of exercising this
                option  will be  mutually  agreed  upon  based  on  expense  and
                scientific evaluation of the process by both parties.

          4.3   UBC will pay to Bionovo a royalty fee (the "Royalty Fee") in the
                amount of [*] of total  monetary  consideration  received by UBC
                for

     --------
     * This information has been omitted and is subject to a request for
     confidential treatment with the Securities and Exchange Commission.



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<PAGE>

                Pharmaceuticals sold ("Net Sales").  However, if no patent(s) is
                granted  in the  territory  to one of the  Pharmaceuticals,  the
                Royalty Fee for the said Pharmaceutical  shall be [*] after five
                years from the time the product was launched.

          4.4   Bionovo and its representatives  (including  auditors) will have
                the right to examine  UBC's  books and record at any  reasonable
                time on  reasonable  notice  for the  purpose of  verifying  Net
                Sales.  All  expenses  arising  from  the  examination  of UBC's
                accounts  will  be  borne  by  Bionovo.  However,  if Net  Sales
                reported  to  Bionovo  are more  than [*]  less  than Net  Sales
                determined by independent  auditors engaged by Bionovo, UBC will
                pay 100% of the expenses of the  examination  of UBC'  accounts.
                All  information  and  documents  examined will be kept strictly
                confidential.

          4.5   UBC will pay the  Royalty Fee to Bionovo  quarterly,  within [45
                calendar] days after the end of each calendar quarter.

          4.6   All  payments  and  transfers  made  by UBC to  Bionovo  will be
                subject to the relevant  withholding  taxes prescribed by R.O.C.
                law.

          4.7   UBC will pay  pursuant to Article 3, within 30 calendar  days of
                the  date  of  any  reimbursement  request,  Bionovo's  expenses
                related  to (i)  quarterly  site  visit of each of the  clinical
                trials, (ii) semi annual investigator's  meeting for each of the
                clinical trials (iii) quarterly data review, (iv) any additional
                quality  assurance  work for the  drugs in trial,  (v)  protocol
                review and amendments of conferences,  (vi) future trial design,
                (vii) any Taiwan DOH  correspondence  that  requires  Bionovo to
                conference with at least two senior scientists for more than two
                hours,  (viii) end of data  analysis.  The fee schedule  will be
                [*]/ day or [*]/ hour for senior personnel, [*]/day or [*]/ hour
                for junior personnel and [*]/ day or [*]/ hour for data manager.
                In addition  UBC will pay all travel,  accommodations  and daily
                allowance.  UBC will pay any additional up to  [*] annually  for
                the  duration  of  the  development.  In  the  event  additional
                expenses  are accrued by Bionovo on UBC's behalf UBC and Bionovo
                will  mutually  agree to pay these  expenses.  The maximum total
                expenses  anticipated to be paid by UBC to Bionovo amount to [*]
                annually, for the duration of the drugs development.

     --------
     * This information has been omitted and is subject to a request for
     confidential treatment with the Securities and Exchange Commission.


                                       6
<PAGE>

     ARTICLE 5  USE OF LICENSE AND TECHNOLOGY

          5.1   UBC  guarantees  that it will use the License  Rights it obtains
                pursuant  to  this  Agreement   exclusively   for  the  purposes
                contemplated in this Agreement, and will not compete with itself
                in the Territory  with respect to MF101 and/or BZL101  through a
                related party.

          5.2   Bionovo  and  UBC  will  promptly   inform  each  other  of  any
                improvements  or new  indication(s)  to MF101 and/or BZL101,  or
                technology   relating  to  either  of  them   (hereinafter   the
                "Improvements")  that they may  develop  or be aware of and make
                available  for future  use by each of the  parties at no cost to
                any of the parties. UBC is authorized to use the License, any of
                their rights under this Agreement, or any of the Pharmaceuticals
                to develop and utilize any  Improvements to MF101 and/or BZL101.
                Bionovo will own all Improvements, and UBC will promptly execute
                any agreements,  assignments,  or other  documents  necessary to
                transfer ownership of any Improvements.

          5.3   UBC will  obtain and bear the cost of all  regulatory  licenses,
                authorizations,  and  consents  required  to fully  utilize  its
                Licensing Rights in the Territory.



     ARTICLE 6  OWNERSHIP OF PATENTS AND INTELLECTUAL PROPERTY RIGHTS

          6.1   As stated in  article  4.1,  Bionovo  at its  expense  will file
                patents  relating  to the  Technology  in Taiwan no later than 2
                months after the Effective  Date.  Bionovo will remain the owner
                of all  patents,  continuations,  improvements,  and  all  other
                intellectual property related to the Technology. Nothing in this
                Agreement will transfer any intellectual-property  rights to UBC
                other than the License.

          6.2   If there is any infringement on the intellectual property rights
                regarding the Technology in the Territory by a third party,  the
                Parties will use reasonable efforts to  collaboratively  enforce
                the patent  protection  received  of MF101 and  BZL101.  If both
                Parties  agree to take  action to remedy the  infringement,  the
                Parties will agree on the allocation of the related expenses and
                compensation  before taking any action. UBC may not initiate any



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<PAGE>

                enforcement proceeding without Bionovo's consent, which will not
                be unreasonably withheld.

          6.3   If there is any claim or action  alleging  that UBC'  activities
                relating  to the License are  infringing  upon the  intellectual
                property  rights  of  a  third  party,   the  Parties  will  use
                reasonable efforts to collaboratively  defend the rights granted
                to  UBC  in  the  License.  UBC  will  fund  the  defense  of an
                infringement claim relating to the License.



     ARTICLE 7  CONFIDENTIALITY

          7.1   The Parties  acknowledge  and agree  that,  in  performing  this
                Agreement's  terms,  each  Party  might  disclose  to the  other
                valuable  proprietary  information,  including this  Agreement's
                terms,  unpublished patent applications and related information,
                know-how,   technology,   technical  and   non-technical   data,
                including  but not  limited  to  research,  products,  services,
                development,  inventions,  processes,  designs,  specifications,
                photographs,   samples  of  Pharmaceuticals  or  other  items  ,
                documents,   marketing  information,  or  financial  information
                (collectively,  "Confidential  Information").  The Parties  will
                keep  all  Confidential  Information   confidential,   will  not
                disclose any  Confidential  Information to any third party,  and
                will  use   Confidential   Information  only  for  the  purposes
                specified   in  this   Agreement.   This  article  will  survive
                termination of this Agreement.

          7.2   Section  7.1's  confidentiality  obligations  will not  apply to
                Confidential  Information  where  it  can  be  demonstrated  and
                documented that: (i) the Confidential  Information is or already
                has become, part of the public domain at the time of disclosure,
                except by breach of the provisions of this  Agreement;  (ii) the
                Confidential  Information can be established by written evidence
                to have been already in the lawful  possession  of the receiving
                party,  prior to the  disclosure  by the other party and was not
                acquired,  directly or indirectly,  from the  disclosing  party;
                (iii) the  Confidential  Information is received by either party
                from a third party  without  restrictions  of disclosure or use,
                who  has  legitimate  and  lawful  possession  thereof  and  the
                unrestricted right to disclose such Confidential Information; or
                (iv) the Confidential Information is approved and authorized for
                release by the disclosing party in writing.


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<PAGE>


     ARTICLE 8  WARRANTIES & REPRESENTATIONS

          8.1   Bionovo warrants and represents as of the Effective Date:

               8.1.1  that it has been duly incorporated and is in good standing
                      pursuant to the laws of its jurisdiction of incorporation,
                      and it has the legal right and full power and authority to
                      execute and deliver and to perform its  obligations  under
                      this Agreement;

               8.1.2  that it either owns or otherwise  has the right to deliver
                      the Technology and supply MF101 and BZL101 to UBC and such
                      delivery or supply does not  infringe any  contractual  or
                      intellectual property rights of any third party;

               8.1.3  that except for this  Agreement,  it has not entered  into
                      any agreement transferring any rights in the Technology in
                      the Territory; and

               8.1.4  that it has  obtained  all  licenses,  authorizations  and
                      consents  required  for  the  proper  carrying  on of  its
                      business,  including the delivery of the  Pharmaceuticals,
                      and all such licenses, authorizations and consents if any,
                      are  valid  and  subsisting  and  there  are  no  existing
                      circumstances that can be reasonably foreseen as likely to
                      lead to their cancellation or suspension;

               8.1.5  that, to the best of Bionovo's knowledge,  the delivery of
                      the  Technology  transfer or supply of MF101 and BZL101 in
                      accordance  with the provisions of this agreement will not
                      infringe,  invalidate or otherwise contravene the terms of
                      any of the licenses,  authorizations, or consents referred
                      to in Article 8.1.4 nor of any applicable  U.S.  statutes,
                      laws, rules or all regulations; and

               8.1.6  that  the  information,  materials,  technical  data,  and
                      know-how  delivered  to  UBC  is  current,  accurate,  and
                      complete for the purposes of this Agreement.

          8.2   UBC warrants and represents as of the Effective Date:

               8.2.1  that it has been duly incorporated and is in good standing
                      pursuant to the laws of its jurisdiction of incorporation,
                      and it has the legal right and full power and authority to
                      execute and deliver and to perform its



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<PAGE>

                      obligations under this Agreement; and

               8.2.2  that it has  obtained  all  licenses,  authorizations  and
                      consents  required  for  the  proper  carrying  on of  its
                      business, including the receipt of the Pharmaceuticals and
                      the  execution  of  the  Trials,  if  any,  and  all  such
                      licenses,   authorizations  and  consents  are  valid  and
                      subsisting and there are no existing  circumstances  which
                      can be  reasonably  be foreseen as likely to lead to their
                      cancellation  or  suspension  or  to a  violation  of  any
                      applicable R.O.C. statute, law, rule or regulation.

          8.3   Bionovo and UBC will indemnify and hold harmless the other party
                from and against all loss,  damage,  and expense,  including but
                not limited to legal fees,  arising out of or in connection with
                any  claims  or  proceedings  resulting  from a breach  of their
                respective  warranties  and  representations  contained  in this
                Agreement,  and will provide all reasonable assistance requested
                by the other Party in response to said claims or proceedings.



     ARTICLE 9  TERM & TERMINATION

          9.1   This  Agreement's  term (the "Term") will begin on the Effective
                Date and will  continue  in force  for 10  years,  automatically
                renewing for successive periods of 3 years,  unless either party
                gives the other party 12 months  written notice of its intention
                not to renew.

          9.2   Either  Party has the right to terminate  this  Agreement if the
                applications for the necessary  Taiwanese  government  approvals
                for the sale of either Pharmaceutical are rejected.

          9.3   Either  Party has the right to terminate  this  Agreement if the
                other Party is in material breach of any  obligation,  warranty,
                or  representation  under this  Agreement  by giving 60 calendar
                days written  notice of its election to  terminate,  stating the
                nature of the  default  claimed.  The  defaulting  Party has the
                right,  during the 60-day period,  to correct the default and if
                that default is so corrected,  this  Agreement  will continue in
                full force and effect as if that notice had not been  given.  If
                the default is not corrected within that sixty-day  period,  the
                Party  that  provided  notice  of the  default  has the right to
                terminate  this  Agreement   immediately   upon  notice  to  the
                defaulting Party.


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<PAGE>

          9.4   Either  Party  has  the  right  to  terminate   this   Agreement
                immediately  and without notice if: (i) an order is made for the
                winding-up of the other Party;  (ii) an effective  resolution is
                passed for the  winding-up  of a Party,  other than that Party's
                voluntary  winding-up solely for the purposes of amalgamation or
                reorganization;  or (iii) an administrative receiver or receiver
                is appointed  over the whole or  substantially  all of the other
                Party's assets.



     ARTICLE 10  EFFECT OF TERMINATION

          10.1  This  Agreement's  termination or expiration will not affect any
                rights that have accrued to a Party during the Term.

          10.2  This Article 10 will survive this Agreement's termination.



     ARTICLE 11  DISPUTE RESOLUTION & GOVERNING JURISDICTION

          11.1  This  Agreement  is  governed  by and  will  be  interpreted  in
                accordance  with  California  law,  and the parties  irrevocably
                agree that the state and federal courts of California  will have
                jurisdiction  to  enforce  any  award of the  arbitral  tribunal
                described in Section 11.2.

          11.2  The Parties  will  resolve any  dispute,  controversy,  or claim
                related to this Agreement or the  transactions  contemplated  by
                this  Agreement (a "DISPUTE")  using the procedures set forth in
                this Article 11, as the sole and exclusive remedy in lieu of any
                other available remedies.

          11.3  The  Parties  will  attempt in good faith to resolve any Dispute
                promptly  by  negotiation.  All  negotiations  pursuant  to this
                clause  will  be  confidential,   and  with  respect  to  claims
                involving  litigation  or  anticipated   litigation  with  third
                parties, will be subject to the joint defense or common interest
                privilege and/or other privileges. The negotiations will also be
                treated as compromise  and settlement  negotiations  pursuant to
                the full  extent  of the  rules of  evidence  applicable  in any
                proceeding  regarding the Dispute.  If the Parties are unable to
                resolve  a  Dispute  within  five  business  days  after a Party
                receives a request in  writing  to begin  negotiating  regarding
                that   Dispute,   either   Party  may  give   notice   requiring
                arbitration.  The arbitration



                                       11
<PAGE>

                will be conducted  according to the  provisions  of this Article
                11.

          11.4  Any Dispute that the Parties  have not  resolved by  negotiation
                will  be  settled  by an  arbitral  tribunal  in San  Francisco,
                California.  The arbitral  tribunal will conduct the arbitration
                in  accordance  with  the  Commercial  Arbitration  Rules of the
                American Arbitration  Association (the "AAA") as supplemented by
                (A) the AAA optional rules for emergency  measures of protection
                and (B) if the amount of disclosed aggregate value of all claims
                exceeds $1 million  (excluding  interest,  arbitration  fees and
                costs),  the AAA optional  procedures  for large  disputes.  The
                foregoing  rules  and  procedures  as in effect  (including  any
                amendments  throughout  the period of the  arbitration)  will be
                deemed to be  incorporated  by reference into this Section 11.4.
                The arbitral  tribunal  will be composed of a single  arbitrator
                mutually  agreed by the  Parties.  If the  Parties are unable to
                reach an  agreement  on the person to appoint as the  arbitrator
                within 30 calendar days after the  arbitration is filed,  either
                Party may request the Center for Dispute  Resolution appoint the
                arbitrator.  If the  arbitrator  is unable to serve,  his or her
                replacement will be selected in the same manner provided in this
                Section 11.4.

          11.5  The parties will have the right to enforce any awards determined
                by the  arbitral  tribunal  by filing  suit only in any state or
                federal  court in the  state  of  California  and to enter  that
                judgment in any court  necessary or appropriate to enforce same.
                By execution and delivery of this agreement, each of the parties
                (on  behalf  of  itself   and  its   affiliates)   accepts   the
                jurisdiction of those courts and irrevocably  agrees to be bound
                by any action of those courts in connection with this agreement.
                Each party  hereby  waives any  objection it may have based upon
                lack  of  personal   jurisdiction,   improper  venue,  or  forum
                non-conveniens.



     ARTICLE 12 MISCELLANEOUS

          12.1  NOTICE.  Any  notice,  consent or  communication  authorized  or
                required to be given under or for the purposes of this Agreement
                will  be  sent  by  registered  airmail,  e-mail,  or fax to the
                recipient at the following addresses:


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<PAGE>

                To Bionovo at: 2320 Woolsey St, Suite 100, Berkeley, CA 94705,
                USA

                         Contact: Isaac Cohen
                         Address: 2320 Woolsey St, Suite 100, Berkeley, CA
                                  94705, USA
                         Fax:     +1-510- 843- 7379
                         E-mail:  Isaac@bionovo.com


                To UBC at:

                         Contact: Jeffrey Yang
                         Address: Fl.5-2, No. 167 Fu Hsin North Road,
                                  Taipei 105, Taiwan, R.O.C.
                         Fax:     +886-2-2545-5763
                         E-mail:  jyang@ubc.com.tw


               Any such notice, consent, or communication is deemed to have been
          received by the addressee:  (i) if sent by registered airmail , on the
          seventh  business day after posting and (ii) if sent by e-mail or fax,
          with confirmation of the reception.



          12.2  ENTIRE AGREEMENT. This Agreement supersedes any previous written
                or oral agreement between the Parties in relation to the matters
                dealt with in this  Agreement  and contains the whole  agreement
                between  the  parties  relating  to the  subject  matter of this
                Agreement  at the date  hereof  to the  exclusion  of any  terms
                implied by law which may be  excluded  by  contract.  Each Party
                acknowledges  that it has not been  induced  to enter  into this
                Agreement by any  representation,  warranty or  undertaking  not
                expressly  incorporated into it. No supplement,  modification or
                discharge  of this  Agreement  is  binding  unless  executed  in
                writing by authorized officers of both parties.

          12.3  NO WAIVER.  Any failure or delay by either party in  exercising,
                any right,  power or remedy in  connection  with this  Agreement
                will  not be  construed  as a  waiver  of that  right,  power or
                remedy. The rights, powers, and remedies in connection with this
                Agreement are  cumulative and not exclusive of any other rights,
                powers, or remedies provided by law or otherwise.

          12.4  SEVERABILITY.  The invalidity or unenforceability for any reason
                of any part of this Agreement will neither  prejudice nor affect
                the  validity  or



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<PAGE>

                enforceability of any other part of this Agreement.

          12.5  ASSIGNMENT.  Except as  otherwise  provided  in this  Agreement,
                during the Term, any content,  rights and obligations under this
                Agreement  will not be  assigned or  transferred  in whole or in
                part by either party  without the prior  written  consent of the
                other party.  Any attempted  assignment in contravention of this
                Agreement will be void and of no effect.

          12.6  COUNTERPARTS.   This   Agreement   will  be   executed   in  two
                counterparts each of which when executed will be an original and
                together will constitute one and the same instrument.








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<PAGE>



IN WITNESS WHEREOF, Bionovo and UBC have caused this Agreement to be executed by
their  respective  duly  authorized  representatives  as of the date first above
written.


     Signed on behalf of:                 Signed on behalf of:
     BIONOVO INC., U.S.A.                 UNITED BIOTECH CORPORATION




     By:                                  By:
         ---------------------------          -----------------------------
         Isaac Cohen                          C.C. Lee
         Co-Founder and Chief                 Chairman
         Scientific Officer


Date: November 6, 2003                        Date: November 6, 2003




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<PAGE>


                                    EXHIBIT A

                          DESCRIPTION OF THE TECHNOLOGY

The technology is the production  procedure for MF101 and BZL101 as indicated in
the U.S. FDA- IND and the complete IND package submitted to the US FDA.










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