Unassociated Document


    

      Exhibit
        10.2

      Portions
        of this exhibit marked [*] are omitted and are requested to be treated
        confidentially.

    

     

    

    
      


      INDUSTRY-UNIVERSITY
        COOPERATIVE

      RESEARCH
        AGREEMENT

      


      


      THIS
        AGREEMENT, effective
        this 16th day of March 2005, by and between The Pennsylvania State University
        College of Medicine and The Milton S. Hershey Medical Center (hereinafter
        referred to collectively as "University") and INNOVIVE Pharmaceuticals, Inc.,
        (hereinafter referred to as "Contractor").

      


      RECITALS:

      


      
        	1.  	
                The
                  research program contemplated by this agreement is of mutual interest
                  and
                  benefit to the University and Contractor, will further the multiple
                  missions of University (instruction, research, and public service
                  including patient care) in a manner consistent with its status
                  as a
                  non-profit, tax-exempt, educational University, and may derive
                  benefits
                  for the Contractor, the University, and society by the advancement
                  of
                  science and human health through
                  discovery;

              


      

      


      
        	2.  	
                Contractor
                  has entered into a license agreement with The Penn State Research
                  Foundation, (hereinafter referred to as “License Agreement”, and
                  Contractor has agreed to provide additional funding to University
                  on an
                  annual basis to support the research efforts of Drs. Ian S. Zagon,
                  Patricia J. McLaughlin and Jill P. Smith, employees of University,
                  as
                  Co-Principal Investigators or individually as Principal
                  Investigators;

              


      

      


      
        	3.  	
                Contractor
                  has expressed a desire to engage the University to create or further
                  enhance technologies through this funding that will assist in Contractor's
                  development and commercialization of new products and/or
                  processes;

              


      

      


      
        	4.  	
                University
                  and employees acknowledge that the terms and conditions as specified
                  in
                  said License Agreement will influence and determine in part the
                  granting
                  of rights to intellectual property and improvements created under
                  this
                  Agreement and such granting of rights to intellectual property
                  will be
                  consistent with License Agreement, with University policy, and
                  with
                  applicable laws and regulations.

              


      

      


      NOW,
        THEREFORE,
        in
        consideration of the premises and mutual covenants set forth below, the parties
        hereto agree to the following:


       

       

      
        	Article
                1 -   	
                Definitions

              


      

      


      As
        used
        herein, the following terms shall have the following meanings:

      


      
        	1.1  	
                "Project"/"Research"
                  shall mean the description of the project as described in Attachment
                  I
                  hereof, under the direction of Drs. Ian S. Zagon, Patricia J. McLaughlin
                  and Jill P. Smith as Co-Principal Investigators or individually
                  as
                  Principal Investigators. Said attachment shall be reviewed at least
                  annually by the parties and amended from time to time upon mutual
                  agreement of the parties.

              


      

      


      
        	1.2  	
                "Contract
                  Period" is June 1, 2005 through May 31, 2006. The Contract Period
                  shall be
                  renewed for one year on each June 1 on which the License Agreement
                  is in
                  force.

              


      

      


      
        	1.3  	
                “FIELD
                  OF USE”, shall be defined as stated in License
                  Agreement.

              


      

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

      

      
        	1.4  	
                “PATENT
                  RIGHTS” shall be defined as stated in License
                  Agreement.

              


      

      


      
        	1.5  	
                “IMPROVEMENTS”
                  shall be defined as stated in License
                  Agreement.

              


      

      


      
        	1.6  	
                "New
                  University Intellectual Property" shall mean certain inventions
                  and/or
                  discoveries, other than IMPROVEMENTS, conceived and/or reduced
                  to practice
                  by one or more employees of University in performance of this Project
                  and
                  resulting patents, divisions, continuations, or substitutions of
                  such
                  applications and all reissues
                  thereof.

              


      

      


      
        	1.7  	
                "Proprietary
                  Information" means any written information and data marked proprietary
                  or
                  non-written information and data disclosed which is identified
                  at the time
                  of disclosure as proprietary and is reduced to writing and transmitted
                  to
                  the other party within sixty (60) days of such non-written
                  disclosure.

              


      

      


      


      
        	Article
                2 -   	
                Research
                  Work

              


      

      


      
        	2.1  	
                University
                  shall commence the performance of Project in accordance with the
                  first day
                  of Contract Period and shall use reasonable best efforts to perform
                  such
                  Project substantially in accordance with the terms and conditions
                  of this
                  Agreement. Anything in this Agreement to the contrary notwithstanding,
                  Contractor and University may at any time amend Project by mutual
                  written
                  agreement.

              


      

      


      
        	2.2  	
                Contractor
                  may at Contractor’s option and at Contractor’s expense in addition to the
                  Fiscal Considerations provided by Article 4, provide any trial
                  compound or
                  control compound to be used in any clinical trial undertaken as
                  a portion
                  of the Research. University agrees not to make use in a clinical
                  trial of
                  any alternative source for any trial or control compounds provided
                  by
                  Contractor unless required (i) by law, (ii) for the well being
                  of a human
                  subject, or (iii) by obligation to a third party. University shall
                  apprise
                  Contractor of any third party obligation reasonably known to University
                  before the start of any clinical trial sponsored herein. Contractor
                  shall
                  in good faith plan for availability of compounds to properly support
                  clinical trials based upon protocols to be provided in advance
                  by
                  University.

              


      

      


      


      
        	Article
                3 -   	
                Reports

              


      

      


      The
        Co-
        Principal Investigators shall furnish Contractor technical report upon
        completion of Project and as described in Project statement of
        work.

      


      


      
        	Article
                4 -   	
                Fiscal
                  Considerations

              


      

      


      
        	4.1  	
                It
                  is agreed to and understood by the parties hereto that total costs
                  to
                  Contractor hereunder shall be One Hundred Thousand Dollars ($100,000.00)
                  per annum. Payment for annual costs shall be made by Contractor
                  within 30
                  days of receipt of invoice to be provided by University not more
                  than 30
                  days prior to the start of each annual contract period.
                  

              


      

      


      
        	4.2  	
                University
                  shall retain title to any equipment purchased with funds provided
                  by
                  Contractor under this Agreement. 

              


      

      


      


      
        	Article
                5 -   	
                Publicity

              


      

      


      Neither
        party will use the name of the other party, nor of any member of the other
        party's employees, in any publicity, advertising, or news release without
        the
        prior written approval of an authorized representative of that
        party.

       

      
        
          
          

        

        
          Page
            2

          
            

          

        

        
          
          

        

         

        
          


          
            	Article 6
                    -   	
                    
                      Publication

                    

                  


          

           

        

      

      
        	6.1  	
                It
                  is the purpose of this Article 6, in conjunction with Article 7
                  -
                  Confidentiality, to balance the Contractor's need to protect commercially
                  feasible technologies, products, processes and licensed patent
                  rights with
                  the University's responsibility to freely disseminate scientific
                  findings
                  for the advancement of knowledge, and to further the interests
                  of both
                  parties in making therapeutic materials and processes available
                  to the
                  public. University recognizes that the public dissemination of
                  information
                  based upon the research performed under this agreement cannot contain
                  Contractor’s Proprietary Information nor should it jeopardize Contractor's
                  ability to commercialize intellectual property developed hereunder
                  or
                  licensed to Contractor under License Agreement. Further, University
                  acknowledges that commercially sensitive information related to
                  the design
                  or composition of specified products or processes is not of general
                  interest, while its confidentiality may be critical to the
                  commercialization of said products or processes. Similarly, Contractor
                  recognizes that the scientific results of University Research must
                  be
                  publishable and, subject to the confidentiality provisions of this
                  Agreement, may be publicly presented or
                  published.

              


      

      


      
        	6.2  	
                University
                  acknowledges that University is bound by Paragraph 6.3 of the License
                  Agreement. 

              


      

      


      
        	6.3  	
                University
                  agrees not to publish or otherwise disclose Contractor’s Proprietary
                  Information. Contractor agrees that University, subject to review
                  by
                  Contractor, shall have the right to publish results of the Project
                  that
                  are not proprietary to the design or composition of specified products
                  or
                  processes derived from the project. Contractor shall be furnished
                  a copy
                  of any proposed publication or presentation at least 30 days before
                  submission of such proposed publication or presentation. During
                  that time,
                  Contractor shall have the right to review the material for Proprietary
                  Information provided by the Contractor and to assess the patentability
                  of
                  any invention described in the material. If both parties agree
                  that a
                  patent application should be filed, the publication or presentation
                  shall
                  be delayed an additional sixty (60) days or until a patent application
                  is
                  filed, whichever is sooner. At Contractor's request, Proprietary
                  Information provided by Contractor shall be
                  deleted.

              


      

      


      


      
        	Article
                7 -   	
                Confidentiality

              


      

      


      
        	7.1  	
                During
                  the Contract Period, the parties may be disclosing Proprietary
                  Information
                  to each other. Prior
                  to disclosure by Contractor, Contractor shall notify the investigator
                  identified in Article 13 as the contact for notices as to Technical
                  Matters of its intent to disclose proprietary information; and
                  University
                  Principal Investigator shall have the right to decline receipt
                  of said
                  information. Said Proprietary Information shall be sent only to
                  the
                  Principal Investigators or Co-Principal Investigators but may be
                  shared
                  among them and, as necessary for conduct of the Research, among
                  those
                  under their immediate supervision.
                  Each party agrees to treat Proprietary Information received from
                  the other
                  with the same degree of secrecy with which it treats its own Proprietary
                  Information, but not less than a reasonable amount of secrecy,
                  and further
                  agrees not to disclose without prior written consent from the disclosing
                  party such Proprietary Information to a third party other than
                  the
                  receiving party’s consultants or agents who are bound by the same
                  obligation of confidentiality as the receiving party is bound pursuant
                  to
                  this agreement.. 

              


      

      


      
        	7.2  	
                The
                  foregoing obligations of non-disclosure do not apply to Proprietary
                  Information which the recipient can demonstrate through the production
                  of
                  tangible evidence:

              


      

      


      
        	(a)  	
                was
                  known to the recipient prior to the disclosure
                  hereunder;

              


      

       

      
        	(b)  	
                was
                  received from a third party not under an obligation of confidence
                  to
                  recipient;

              


      

       

      
        	(c)  	
                is
                  in the public domain at the time of disclosure hereunder or subsequently
                  entered the public domain without the fault of the
                  recipient;

              


      

       

      
        	(d)  	
                has
                  been independently developed by an employee of recipient that has
                  not had
                  access directly or indirectly to such Proprietary Information,
                  and
                  recipient can substantiate any claim of independent development
                  by written
                  evidence; or

              


      

       

      
        	(e)  	
                is
                  required to be disclosed by law, provided, however, the recipient
                  shall
                  give notice to the other party prior to such disclosure so that
                  such other
                  party has the opportunity to pursue equitable relief to prevent
                  or
                  restrict such disclosure..

              


      

       

      
        
          
          

        

        
          Page
            3

          
            

          

        

        
          
          

        

      

      


      
        	7.3  	
                Unless
                  otherwise agreed to in writing, neither party shall have any obligation
                  of
                  secrecy under this Agreement after the [*] anniversary of the conclusion
                  of the annual Contract Period in which the disclosure
                  occurs.

              


      

      


      


      
        	Article
                8 -   	
                Intellectual
                  Property

              


      

      


      
        	8.1  	
                The
                  purpose of Articles 8 and 9 is to balance Contractor's ability
                  to
                  reasonably exploit, with due competitive advantage, the commercial
                  viability of technologies, products, or processes with University's
                  responsibility to ensure the broadest public benefit from the results
                  of
                  University Research.
                  University
                  recognizes that one of the prime reasons Contractor has entered
                  this
                  Research Agreement is an effort to secure, through the creation
                  or
                  enhancement of technologies, a market position with regard to its
                  products
                  or processes. At the same time, Contractor recognizes that University
                  has
                  an obligation to utilize the knowledge and technology generated
                  by
                  University Research in a manner which maximizes societal benefit
                  and
                  economic development and which provides for the education of graduate
                  and
                  undergraduate students.

              


      

      


      
        	8.2  	
                All
                  rights and title to New University Intellectual Property shall
                  belong to
                  University and shall be subject to the terms and conditions of
                  this
                  Agreement.

              


      

      


      
        	8.3  	
                Copyright
                  to copyrightable materials, including computer software, resulting
                  from
                  the Research funded under this Agreement shall vest in
                  University.

              


      

      


      
        	8.4  	
                University
                  will promptly disclose to Contractor in writing any New University
                  Intellectual Property developed during the Research performed hereunder.
                  Such disclosure(s) shall be sufficiently detailed for Contractor
                  to assess
                  the commercial viability of the intellectual property and shall
                  be
                  provided and maintained by Contractor in confidence pursuant to
                  the terms
                  of Article 7. 

              


      

      


      
        	8.5  	
                For
                  60 days from first disclosure of any New University Intellectual
                  Property
                  to Contractor, such time period to be extended at University’s discretion,
                  Contractor may direct University to file, prosecute and maintain
                  patent
                  applications on said New University Intellectual Property in the
                  United
                  States and in additional jurisdictions of Contractor’s choosing. Such
                  filing, prosecution and maintenance shall be done using counsel
                  of
                  University’s choosing, with due consideration of Contractor’s comments.
                  Contractor will notify University no later than three (3) months
                  before
                  applicable bar dates, as to any additional countries in which it
                  wishes
                  University to seek patent protection, provided however, that neither
                  party
                  shall have any liability to the other if Contractor should fail
                  to provide
                  such notices on a timely basis. Contractor shall reimburse University
                  for
                  all reasonable costs associated with filing, prosecution, and maintenance
                  of patent applications and patents Contractor has directed University
                  to
                  file. University shall keep Contractor advised as to all developments
                  with
                  respect to application(s) and shall supply copies of all papers
                  received
                  and filed in connection with the prosecution in sufficient time
                  for
                  Contractor to comment. Contractor's comments shall be taken into
                  consideration. Contractor may at any time notify University in
                  writing of
                  its intent to cease reimbursement of costs associated with any
                  or all
                  patent applications, at which time Contractor shall remain obligated
                  to
                  reimburse University for costs incurred through the date University
                  receives said notice and Contractor’s rights and options and University’s
                  obligations with regard to the patent applications and resulting
                  patents
                  shall cease.

              


      

      


       

      [*]
        Confidential treatment requested; certain information omitted and filed
        separately with the SEC. 

       

      
        
          
          

        

        
          Page
            4

          
            

          

        

        
          
          

        

         

      

      Grant
        of
        Rights

      


      
        	8.6  	
                Contractor’s
                  license to IMPROVEMENTS are provided by Article 2 of the License
                  Agreement. Nothing in this Cooperative Research Agreement shall
                  be
                  construed to restrict in any fashion Contractor’s license to IMPROVEMENTS
                  as provided in the License Agreement.


              


      

      


      
        	8.7  	
                University
                  hereby grants to Contractor a royalty-free nonexclusive license
                  for
                  Contractor’s non-commercial use of New University Intellectual Property
                  for research purposes.

              


      

      


      
        	8.8  	
                Subject
                  to Article 2.8 of the License Agreement, University hereby grants
                  to
                  Contractor an exclusive option for a period of [*] days from disclosure
                  under Paragraph 8.4 to negotiate additional license to New University
                  Intellectual Property made in the performance of the research Project.
                  Said license shall be non-exclusive or exclusive (to the extent
                  the
                  University is free to do so) within the Contractor's field of commercial
                  interest. Terms and conditions of said license, including specification
                  of
                  Contractor’s field of use, sublicensing rights, and royalties, are to be
                  negotiated in good faith and agreed upon between University and
                  Contractor. Contractor shall have upon exercise of Contractor’s option [*]
                  days to negotiate a license, which period can be extended by mutual
                  agreement. In the event the parties fail to reach a mutually acceptable
                  license agreement within the above specified negotiation period,
                  University shall be entitled to negotiate in good faith with one
                  or more
                  third parties a license under any New University Intellectual
                  Property.

              


      

      


      
        	8.9  	
                University
                  reserves, and shall reserve in any license anticipated hereunder,
                  the
                  right to use New University Intellectual Property for its own research
                  and
                  educational purposes. University further reserves, and shall reserve
                  in
                  any license anticipated hereunder, the right on behalf of all nonprofit
                  entities to use for their own research and educational purposes
                  only any
                  research tools embodied in New University Intellectual
                  Property.

              


      

      


      
        	8.10  	
                University
                  hereby grants to Contractor a royalty-free license for Contractor’s
                  non-commercial use of materials to which University owns copyright,
                  including computer software, resulting from the Research funded
                  under this
                  Agreement. University shall grant Contractor an option to license
                  any such
                  material(s) it wishes to develop for commercial purposes on reasonable
                  terms and conditions, including a reasonable royalty, as the parties
                  agree
                  in a subsequent writing.

              


      

      


      
        	8.11  	
                Contractor
                  understands that University must comply with the provisions of
                  the
                  Bayh-Dole Act. To the extent that government's approval may be
                  deemed
                  necessary to transfer license rights hereunder to Contractor, Contractor
                  shall provide whatever reasonable assistance is required, and will
                  reimburse University for all external costs associated
                  therewith.

              


      

      


      
         

        
          	Article 9
                  -   	
                  Termination

                


        

         

      

      
        	9.1  	
                University
                  may terminate this Agreement upon ninety (90) days’ prior written notice
                  to Contractor.

              


      

      


      
        	9.2  	
                In
                  the event that the either party hereto shall commit any material
                  breach of
                  or default in any terms or conditions of this Agreement, and also
                  shall
                  fail to reasonably remedy such default or breach within sixty (60)
                  days
                  after receipt of written notice thereof, the non-breaching party
                  may, at
                  its option and in addition to any other remedies which it may have
                  at law
                  or in equity, terminate this Agreement by sending notice of termination
                  in
                  writing to the other party to such effect. Termination shall be
                  effective
                  as of the day of the receipt of such
                  notice.

              


      

      


      
        	9.3  	
                Termination
                  of this Agreement by either party for any reason shall not affect
                  the
                  rights and obligations of the parties accrued prior to the effective
                  date
                  of termination of this Agreement, including rights and obligations
                  of the
                  parties under the License Agreement, except insofar as Contractor's
                  breach
                  of contract for failure to make payments under Article 4 shall
                  cause
                  Contractor to forfeit its rights under Article 9 of this Agreement.
                  The
                  rights and obligations of Article 7 of this Agreement shall survive
                  termination.

              


      

      


      [*]
        Confidential treatment requested; certain information omitted and filed
        separately with the SEC. 

       

      
        
          
          

        

        
          Page
            5

          
            

          

        

        
          
          

        

      

       

      
        	Article
                10 -   	
                Independent
                  Contractor

              


      

      


      
        	10.1  	
                In
                  the performance of all services hereunder, University shall be
                  deemed to
                  be and shall be an independent contractor.


              


      

      


      
        	10.2  	
                Neither
                  party is authorized or empowered to act as agent for the other
                  for any
                  purpose and shall not on behalf of the other enter into any contract,
                  warranty, or representation as to any matter. Neither shall be
                  bound by
                  the acts or conduct of the other.

              


      

      


      


      
        	Article
                11 -   	
                Indemnity

              


      

      


      Each
        party assumes all risks of personal injury, bodily injury including death,
        and
        property damage caused by the negligent acts or omissions of that party.
        Except
        as provided above, Contractor shall fully indemnify and hold harmless University
        against all claims arising out of Contractor's use,
        commercialization, or distribution of information, materials or products
        which
        result in whole or in part from the research performed pursuant to this
        Agreement. Contractor will hold University harmless from any claims arising
        from
        third party claims that the work performed hereunder infringes third party
        intellectual property rights. University has no knowledge of any such
        claims.

      


      


      
        	Article
                12 -   	
                Notices

              


      

      


      Notices,
        invoices, communications, and payments hereunder shall be deemed made if
        given
        by overnight courier or by registered or certified envelope, post prepaid,
        and
        addressed to the party to receive such notice, invoice or communication at
        the
        address given below or such other address as may hereafter be designated
        by
        notice in writing:

      


      
        	If to Contractor: 	Steven Kelly 	 
	 	President and Chief Executive
                Officer 	Phone:  212-554-4381
	 	787 Seventh Avenue, 48th
                Floor 	Fax:  212-554-4490
	 	New York, NY 10019	E-mail: skelly@innovivepharma.com
	 	 	 
	If to University: 	Kathryn Kaylor, M.P.A. 	 
	 	Director, Office of Research
                Affairs 	Phone: 717-531-8495
	 	The Pennsylvania State
                University	Fax: 717-531-5352
	 	500 University Drive H138	E-mail: ora@hmc.psu.edu
	 	Hershey, PA 17033	 
	 	 	 
	If Payment Matters: 	Research Accounting 	Phone: 814-865-7525
	 	The Pennsylvania State
                University 	Fax: 814-865-3910
	 	313 Rider Building	E-mail: Res-Acct@psu.edu
	 	120 South Burrowes Street	 
	 	University Park, PA 16801	 
	 	 	 
	If Technical Issue: 	 	 
	
                PI 

              	Ian S. Zagon, Ph.D.	 
	
                Title

              	Professor of Neuroscience	 
	
                Campus
                  Address

              	500 University Drive	 
	
                City/State/Zip

              	Hershey, PA 17033	 
	 	 	 


      

      Notice
        given pursuant to this Article shall be effective as of the day of receipt
        of
        notice.

      


      
        
          
          

        

        
          Page
            6

          
            

          

        

        
          
          

        

      

       

      
        


        
          	Article
                  13 -   	
                  
                    Governing
                      Law

                  

                


        

         

      

      This
        Agreement shall be governed and construed in accordance with laws of the
        Commonwealth of Pennsylvania.

      


      


      
        	Article
                14 -   	
                Dispute
                  resolution

              


      

      


      Except
        for the right of either party to apply to a court of competent jurisdiction
        for
        a temporary restraining order, a preliminary injunction, or other equitable
        relief to preserve the status quo or prevent irreparable harm, any and all
        claims, disputes or controversies arising under, out of, or in connection
        with
        this Agreement, including any dispute relating to patent validity or
        infringement, which the parties shall be unable to resolve within sixty (60)
        days, shall be mediated in good faith. The party raising such dispute shall
        promptly advise the other party of such claim, dispute or controversy in
        a
        writing, which describes in reasonable detail the nature of such dispute.
        By not
        later than five (5) business days after the recipient has received such notice
        of dispute, each party shall have selected for itself a representative who
        shall
        have the authority to bind such party, and shall additionally have advised
        the
        other party in writing of the name and title of such representative. By not
        later than ten (10) business days after the date of such notice of dispute,
        the
        party against whom the dispute shall be raised shall select a mediation firm
        in
        Pennsylvania and such representatives shall schedule a date with such firm
        for a
        mediation hearing. The parties shall enter into good faith mediation and
        shall
        share the costs equally. If the representatives of the parties have not been
        able to resolve the dispute within fifteen (15) business days after such
        mediation hearing, the parties shall have the right to pursue any other remedies
        legally available to resolve such dispute in either the Centre County Court
        of
        Common Pleas or in the United States District Court for the Middle District
        of
        Pennsylvania, to whose jurisdiction for such purposes University and Contractor
        each hereby irrevocably consents and submits. 

      


      


      
        	Article
                15 -   	
                General
                  Provisions

              


      

      


      
        	15.1  	
                Non-assignability
                  --
                  The rights and obligations of the parties under this Agreement
                  shall not
                  be assignable without written permission of the other
                  party.

              


      

      


      
        	15.2  	
                Severability
                  --
                  If any provision hereof is held unenforceable or void, the remaining
                  provisions shall be enforced in accordance with their
                  terms.

              


      

      


      
        	15.3  	
                Entire
                  Agreement
                  --
                  This Agreement and the License Agreement contain the entire and
                  only
                  agreement between the parties respecting the subject matter hereof
                  and
                  supersedes or cancels all previous negotiations, agreements, commitments
                  and writings between the parties on the subject of this Agreement
                  and the
                  License Agreement. Should processing of this agreement require
                  issuance of
                  a purchase order or other contractual document, all terms and conditions
                  of said document are hereby deleted in entirety. This Agreement
                  may not be
                  amended in any manner except by an instrument in writing signed
                  by the
                  duly authorized representatives of each of the parties hereto.
                  It is
                  expressly agreed that if there is any inconsistency between this
                  Agreement
                  and the License Agreement, the terms of the License Agreement shall
                  be
                  controlling and supersede the terms of this
                  Agreement.

              


      

      


      
        	15.4  	
                Export
                  Control Regulations
                  --
                  Contractor agrees that it shall comply with all applicable export
                  control
                  regulations of the United States of America. Contractor shall be
                  responsible for obtaining all information regarding such regulations
                  that
                  is necessary for Contractor to comply with such
                  regulations.

              


      

      


      


      
        
          
          

        

        
          Page
            7

          
            

          

        

        
          
          

        

         

      

      IN
        WITNESS WHEREOF,
        the
        parties have caused these presents to be executed in duplicate as of the
        day and
        year first above written.


      
        	By An Authorized Official of
                University	By An Authorized Official of
                Contractor
	 	 
	/s/ Vincent A. Falvo	/s/ Steven Kelly
	 	 
	Name: Vincent
                A. Falvo	Name:
                Steven Kelly
	 	 
	Title: Associate
                Controller	Title:
                President and CEO
	 	 
	Date: 3/16/05 	Date: 3/15/05 
	 	 
	THE MILTON S. HERSHEY MEDICAL
                CENTER	 
	 	 
	BY: /s/
                Kevin J. Haley	 
	 	 
	NAME: Kevin
                J. Haley, Interim	 
	 	 
	TITLE: Chief
                Financial Officer	 
	 	 
	DATE:   3/16/05	 
	 	 


      

       

      
        
          
          

        

        
          Page
            8

          
            

          

        

        
          
          

        

      


      ATTACHMENT
        I

      


      Project
        Description

      


      Research
        relating to therapeutic use of opioid growth factor (OGF), to be defined
        in a
        revision of this Attachment I to be mutually determined by the parties on
        or
        before June 1, 2005.

       

       

      
        
          
          

        

        
          Page
            9