Unassociated Document


    Exhibit
      10.1

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

    


    


    LICENSE
      AGREEMENT

    


    


    This
      License Agreement, effective upon the date of last signature herein (the
      "Effective Date"), by and between The Penn State Research Foundation
      (hereinafter referred to as "PSRF"), a non-profit corporation duly organized
      and
      existing under the laws of the Commonwealth of Pennsylvania and having an office
      at 304 Old Main, University Park, PA 16802, and INNOVIVE Pharmaceuticals, Inc.
      a
      corporation organized under the laws of the State of Delaware (hereinafter
      referred to as "LICENSEE"), having its principal office at 787 Seventh Avenue,
      48th Floor, New York, New York 10019.

    


    WITNESSETH

    


    WHEREAS,
      Dr. Ian S. Zagon, Dr. Patricia J. McLaughlin and Dr. Jill P. Smith, employees
      of
      The Pennsylvania State University (the "UNIVERSITY") have made inventions
      entitled: "Opioid Growth Factor and Cancer", filed as The Pennsylvania State
      University Invention Disclosure No. 96-1565, "Combination Therapy with Opioid
      Growth Factor and Taxanes for the Treatment of Cancer", filed as The
      Pennsylvania State University Invention Disclosure No. 2003-2839, and "Combined
      Therapy with Opioid Growth Factor and Gemcitabine for the Treatment of Cancer",
      filed as The Pennsylvania State University Invention Disclosure No. 2004-2890,
      (the "INVENTIONS"); 

    


    WHEREAS,
      PSRF is dedicated to fostering and advancing scientific research within the
      Commonwealth of Pennsylvania and, in particular, within the UNIVERSITY and
      is
      responsible for developing inventions made by employees of the UNIVERSITY by
      evaluating invention disclosures, pursuing patents, and pursuing licensing
      arrangements thereon;

    


    WHEREAS,
      PSRF is the owner of certain "PATENT RIGHTS" (as defined herein below) relating
      to the INVENTIONS and has the right to grant licenses under PATENT
      RIGHTS;

    


    WHEREAS,
      LICENSEE has represented to PSRF, to induce PSRF to enter into this Agreement,
      that it shall commit itself to a thorough, vigorous and diligent program of
      exploiting the PATENT RIGHTS so that public utilization shall result therefrom;
      

    


    NOW
      THEREFORE, in consideration of the mutual promises and covenants set forth
      herein and for good and valuable consideration, the adequacy and sufficiency
      of
      which is hereby acknowledged, the parties hereby agree as follows:

    


    ARTICLE
      1 - DEFINITIONS

    


    For
      purposes of this License Agreement, the following words and phrases shall have
      the following meanings:

    


    1.1    
      "IMPROVEMENTS"
      shall mean any modification of a LICENSED PROCESS or LICENSED PRODUCT or any
      INVENTIONS (whether patentable or not), information and data, in the FIELD
      OF
      USE that, developed by Drs. Zagon, McLaughlin and Smith and those acting under
      their control and direction, for a period of [*] years from the Effective Date,
      the manufacture use or sale of which would infringe an issued or pending claim
      within the PATENT RIGHTS. 

     

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

    


    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    1.2    
      "KNOW-HOW"
      shall mean all currently existing tangible information
      within the FIELD OF USE (other than those contained in the PATENT RIGHTS)
      whether patentable or not (but which have not been patented) and physical
      objects related to the INVENTIONS or to the LICENSED PRODUCTS, including but
      not
      limited to formulations, biological samples, tissues, animals, organisms,
      compounds, intermediates, laboratory notebooks, in vitro, preclinical or
      clinical design, information or results, other proprietary materials, processes,
      including but not limited to manufacturing processes, data, drawings and
      sketches, designs, testing and test results, regulatory information of a like
      nature, owned by any of PSRF, which PSRF have the right to disclose and license
      to the LICENSEE, provided however, that the provision hereunder shall be subject
      to the reasonable time and clinical constraints of Dr. Ian S. Zagon, Dr.
      Patricia J. McLaughlin and Dr. Jill P. Smith. 

    


    1.3    
      “LICENSED
      PROCESS(ES)” shall mean any process, use or method, which is covered, in whole,
      or in part, by at least one unexpired VALID CLAIM of PATENT RIGHTS in the
      country in which the process or method is used.

    


    1.4    
      "LICENSED
      PRODUCT(S)" shall mean any product or part thereof, or use of a product or
      part
      thereof, which is covered in whole or in part by at least one unexpired VALID
      CLAIM of PATENT RIGHTS in the country in which any such product or part thereof
      is made, used, or sold.

    


    1.5    
      "FIELD
      OF
      USE" shall mean all human uses in the field of oncology and the treatment of
      neoplasia, including tumors (whether cancerous or not).

    


    1.6    
      "PATENT
      RIGHTS" shall mean all of the following without limitation:

    


    a)    
      The
      United States patents and patent applications listed in Appendix B and any
      additions thereto that shall be added by amendment during the term of this
      license; divisionals, continuations, and continuations in part (to the extent
      the practice of licensed subject matter would infringe any claims) wherein
      the
      claimed invention arises from subject matter specifically described in the
      specification of the aforesaid patent applications, and the resulting patents,
      and any patents resulting from reissues, renewals, extensions, substitutions,
      additions, continuations, continuations in part, or reexaminations of the United
      States patents described above; 

    


    b)    
      The
      foreign patents and foreign patent applications listed in Appendix B, and any
      additions thereto that shall be added by amendment during the term of this
      license, divisionals, and continuations, continuations in part (to the extent
      the practice of licensed subject matter would infringe any claims), wherein
      the
      claimed invention arises from subject matter specifically described in the
      aforesaid foreign patent applications, or arises from subject matter described
      in any U.S. applications and patents listed in Appendix B, and any foreign
      patents resulting from equivalent foreign procedures to United States reissues
      and reexaminations of the foreign patents described above;

    


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

       

    

    c)    
      Any
      United States and/or foreign patents issuing from any of the
      foregoing.

    


    1.7    
      "NET
      SALES" shall mean the total gross receipts for the sale, lease, transfer or
      consignment to independent third parties of a LICENSED PRODUCT or LICENSED
      PROCESS by or on behalf of the LICENSEE or any of its AFFILIATES or
      sublicensees, whether invoiced or not, less only the sum of the following:
      (a)
      usual trade discounts to customers; (b) sales, tariff duties and/or use taxes
      directly imposed and with reference to particular sales; (c) outbound
      transportation prepaid or allowed and transportation insurance; (d) packaging
      and freight charges; (e) bad debt deductions (not to exceed [*]% of NET SALES),
      actually written off during the accounting period; and (f) amounts allowed
      or
      credited on returns, each determined in accordance with generally accepted
      accounting principles consistently applied. It is understood that the intent
      of
      both parties is that PSRF shall receive its royalty on the basis of the market
      price for sale of LICENSED PROCESSES or LICENSED PRODUCTS to clinicians or
      end
      users.

    


    
      
        	 	
                1.8
                  

              	
                "TERRITORY"
                  shall mean the World.

              


      

      
        	 	 	 


      

      
        	 	1.9	"VALID CLAIM" shall mean any claim of any unexpired
                patent included among the PATENT RIGHTS, which has not been held
                unenforceable, unpatentable or invalid by a decision of a court or
                governmental body of competent jurisdiction, unappealable or unappealed
                within the time allowed for appeal, which has not been rendered
                unenforceable through disclaimer or otherwise or which has not been
                lost
                through an interference proceeding. 


      

      
        	 	 	 


      

      
        	 	1.10 	“AFFILIATE(S)” shall mean with respect to any Entity, any
                Entity that directly or indirectly controls, is controlled by, or
                is under
                common control with such Entity. Control for purposes of this definition
                shall mean control (by ownership, contract or otherwise) of at least
                fifty
                percent (50%) of the voting equity of the respective organization.
                Such
                AFFILIATES shall be bound by the relevant terms and conditions of
                this
                Agreement. 


      

      
        	 	 	 


      

       

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

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

      
        	 	1.11 	“INDICATION” shall mean the use of LICENSED PRODUCTS or
                LICENSED PROCESSES in the treatment of abnormal cell proliferation,
                including tumors (whether cancerous or not), cancer, or other neoplasias,
                such as pancreatic, colon, and head and neck cancer, wherein said
                indications are unique in that LICENSEE will be required to conduct
                clinical trials with specific end points relating to such use or
                treatment
                for the FDA or other applicable regulatory agency to approve such
                use of a
                LICENSED PRODUCT OR LICENSED PROCESS for such
                indication.


      

      
        	 	 	 


      

      
        	 	1.12	“INITIATE
                A PHASE I CLINICAL TRIAL” shall mean the date a patient is first dosed
                with a LICENSED PRODUCT, in the first Phase I clinical trial sponsored
                by
                the LICENSEE or its sublicensee or
                AFFILIATE.


      

      
        	 	 	 


      

      
        	 	1.13	“INITIATE
                A PHASE II CLINICAL TRIAL” shall mean the date a patient is first dosed
                with a LICENSED PRODUCT, in the first Phase II clinical trial sponsored
                by
                the LICENSEE or its sublicensee or
                AFFILIATE.


      

      
        	 	 	 


      

      
        	 	1.14	“INITIATE A PHASE III CLINICAL TRIAL” shall mean the date
                a patient is first dosed with a LICENSED PRODUCT, in the first Phase
                III
                clinical trial sponsored by the LICENSEE or its sublicensee or
                AFFILIATE.


      

      
        	 	 	 


      

      
        	 	1.15 	“NON
                SALES RELATED INCOME” means all amounts, and all consideration, including
                equity, received by LICENSEE or AFFILIATE from their sublicensees
                in
                consideration of any sublicense or other similar agreement, including
                but
                not limited to initial license fees, clinical milestone payments,
                license
                maintenance payments, and all other payments or other consideration
                made
                to LICENSEE or AFFILIATE for such grant other than (a) payments received
                from the sale of debt or equity securities of LICENSEE or AFFILIATE
                and
                (b) payments directly relating to the sale of one or more LICENSED
                PRODUCTS or LICENSED PROCESSES, including
                royalties. 


      

    

     

    ARTICLE
      2 - THE LICENSE

    


    2.1    
      Subject
      to any preexisting rights of the Government of the United States created by
      the
      use of Government funding, PSRF hereby grants to LICENSEE and the LICENSEE
      hereby accepts an exclusive right and exclusive license in the FIELD OF USE
      under the PATENT RIGHTS, KNOW-HOW, and IMPROVEMENTS (such licensing of
      IMPROVEMENTS subject to any restrictions imposed by any government agency or
      not-for-profit organization) in the TERRITORY (a) to make, have made, use,
      lease
      and/or sell the LICENSED PRODUCTS and to practice and have practiced the
      LICENSED PROCESSES, to the full end of the term for which the PATENT RIGHTS
      are
      granted, unless sooner terminated as hereinafter provided and (b) to sublicense
      to third parties, in accordance with the terms of this Agreement.

    


    2.2    
      PSRF
      reserves the rights for itself and the UNIVERSITY to practice under the PATENT
      RIGHTS for its own research and educational purposes.

    


    2.3    
      LICENSEE
      acknowledges that PATENT RIGHTS resulted from federally-supported research,
      and
      their assignment is governed by the applicable provisions of the Federal funding
      agreements, including the 35 USC Chapter 18 (the “Bayh-Dole Act”), 37 CFR Part
      401.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    2.4    
      LICENSEE
      shall have the exclusive right, at its sole discretion, to sublicense any of
      the
      rights, privileges and licenses granted hereunder during the term of this
      License Agreement. All sublicenses granted by LICENSEE or AFFILIATE or
      sublicensee of their rights hereunder shall be subject to the terms of this
      License Agreement and shall provide for the payment of running royalties
      hereunder at amounts at least equal to the levels specified for payments by
      LICENSEE to PSRF in Paragraph 3.2 hereof. Sublicensees shall not be permitted
      to
      grant any further sublicenses without prior written notification to PSRF.
      LICENSEE shall be responsible for its sublicensees and shall not grant any
      rights which are inconsistent with the rights granted to and obligations of
      LICENSEE hereunder. Any act or omission of a sublicensee which would be a breach
      of this License Agreement if performed by LICENSEE shall be deemed to be a
      breach by LICENSEE of this License Agreement. Upon termination of this Agreement
      other than by expiration in accordance with Article 14, any and all sublicenses
      shall survive such termination, provided such sublicensee accepts, in writing,
      the obligations of LICENSEE in Articles 3 and 4. Notwithstanding the foregoing,
      if LICENSEE believes that the PSRF has terminated this Agreement for the primary
      purpose of doing business directly with the sublicensee, the termination may
      be
      disputed under the provisions of Article 13 and this Agreement shall remain
      in
      full force and effect while such dispute is resolved. 

    


    2.5    
      Each
      sublicense agreement granted by LICENSEE shall include an audit right by PSRF
      of
      the same scope as provided in Article 5 hereof with respect to LICENSEE.


    


    2.6    
      LICENSEE
      agrees to forward a copy of any and all sublicense agreements, including
      sublicenses issued by sublicensees, to PSRF promptly after execution thereof,
      and to forward to PSRF a copy of reports received by LICENSEE from its
      sublicensees under the sublicenses as shall be pertinent to a royalty accounting
      under said sublicense agreements.

    


    2.7    
      The
      license rights granted hereunder shall not be construed to confer any rights
      upon LICENSEE by implication, estoppel or otherwise to any technology owned
      or
      controlled by PSRF which is not specifically set forth herein.

    


    2.8    
      PSRF
      also
      grants to LICENSEE the right of a first option to negotiate a royalty-bearing
      license to intellectual property derived or filed subsequent to the Effective
      Date that is directly related to the exogenous administration of
      [Met5]-enkephalin
      and that is created by Dr. Ian S. Zagon, Dr. Patricia J. McLaughlin and Dr.
      Jill
      P. Smith, which is outside of the FIELD OF USE, for a period of [*] years from
      the Effective Date. LICENSEE shall advise PSRF as to its decision to negotiate
      a
      license within [*] days of notice from PSRF of said intellectual
      property.

    


    2.9    
      LICENSEE
      shall not receive from sublicensees anything of value in
      lieu
      of cash
      payments in consideration for any sublicense under this License Agreement,
      without prior written notification to PSRF.

     

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


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      3 - PAYMENTS

    


    3.1    
      In
      partial consideration of the rights granted by this License Agreement, LICENSEE
      shall
      pay
      to PSRF a non-refundable,
      License
      Issue Fee of Six Hundred Fifty Thousand Dollars ($650,000.00)
      within
      thirty (30) days of the execution of this License Agreement. 

    


    3.2    
      During
      the term of the License Agreement, LICENSEE shall pay to PSRF royalties equal
      (i) to [*] percent ([*]%) of NET SALES of LICENSED PRODUCTS or LICENSED
      PROCESSES by LICENSEE and/or AFFILIATES of up to [*] Dollars ($[*]) in any
      calendar year, [*] percent ([*]%) of NET SALES in excess of [*] Dollars ($[*])]
      but less than [*] Dollars ($[*]) in any calendar year, and [*] percent ([*]%)
      of
      NET SALES equal to or in excess of [*] Dollars ($[*]) in any calendar year;
      or
      (ii) if LICENSEE or AFFILIATE or sublicensee has entered into a sublicense
      agreement with a third party, LICENSEE or AFFILIATE shall pay to PSRF: (a)
      royalties in an amount equal to [*] Percent ([*]%) of the royalties received
      by
      the LICENSEE or AFFILIATE from any sublicensee, provide however, that in no
      event shall the royalty paid by LICENSEE or AFFILIATE to PSRF be less than
      [*]%
      of NET SALES by any sublicensee; and (b) [*]. 

    


    3.3    
      The
      LICENSEE or AFFILIATE shall make the following one-time milestone payments
      to
      PSRF:

    


    (a)    
      [*]
      Dollars [*] upon the first dosing of a patient, with a LICENSED
      PRODUCT, in the first Phase II clinical trial sponsored by the LICENSEE or
      its
      sublicensee or AFFILIATE under a LICENSEE or sublicensee or AFFILIATE sponsored
      Investigative New Drug application (“an IND”);

     

    (b)    
      [*]
      Dollars ($[*]) upon the first dosing of a patient, with a LICENSED PRODUCT,
      in
      the first Phase III clinical trial sponsored by the LICENSEE or its sublicensee
      or AFFILIATE;

    


    (c)    
      [*]
      Dollars ($[*]) upon the acceptance for review of the first LICENSEE or
      sublicensee or AFFILIATE sponsored New Drug Application (an “NDA”) by the Food
      and Drug Administration (“FDA”) for a LICENSED PRODUCT; 

    


    (d)    
      [*]
      Dollars ($[*]) upon the final approval by the FDA of the first LICENSEE or
      sublicensee or AFFILIATE sponsored NDA for a LICENSED PRODUCT filed by the
      LICENSEE or its sublicensee or AFFILIATE;

    


    (e)    
      [*]
      Dollars ($[*]) upon the final approval by the FDA of the first LICENSEE or
      sublicensee or AFFILIATE sponsored NDA for a LICENSED PRODUCT filed by the
      LICENSEE or its sublicensee or AFFILIATE for an INDICATION other than that
      approved by the FDA in (d) above;

    


    (f)    
      [*]
      Dollars ($[*]) upon the final approval by the FDA of the first LICENSEE or
      sublicensee or AFFILIATE sponsored NDA for a LICENSED PRODUCT filed by the
      LICENSEE or its sublicensee or AFFILIATE for an INDICATION other than that
      approved by the FDA in (d) and (e) above;

     

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

    


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    (g)    
      [*]
      Dollars ($[*]) upon the acceptance for review of the first LICENSEE or
      sublicensee or AFFILIATE sponsored NDA (or such similar document) by the
      European Medicines Association (the “EMA”) for the commercial sale of a LICENSED
      PRODUCT; 

    


    (h)    
      [*]
      Dollars ($[*]) upon the final approval by the EMA of the first LICENSEE or
      sublicensee or AFFILIATE sponsored NDA (or such similar application) for the
      commercial sale of a LICENSED PRODUCT filed by the LICENSEE or its sublicensee
      or AFFILIATE in the European Union;

    


    (i)    
      [*]
      Dollars ($[*]) upon the acceptance for review of the first LICENSEE or
      sublicensee or AFFILIATE sponsored NDA (or such similar document) by the
      applicable Japanese regulatory authorities for the commercial sale of a LICENSED
      PRODUCT;

    


    (j)    
      [*]
      Dollars ($[*]) upon the final approval by the applicable Japanese regulatory
      authorities of the first LICENSEE or sublicensee or AFFILIATE sponsored NDA
      (or
      such similar application) for the commercial sale of a LICENSED PRODUCT filed
      by
      the LICENSEE or its sublicensee or AFFILIATE in Japan;

    


    3.4    
      Payment
      of the royalties specified in Article 3.2 shall be made by LICENSEE to PSRF
      within ninety (90) days after June 30 and December 31 of each year during the
      term of this License Agreement covering the quantity of LICENSED PRODUCTS or
      LICENSED PROCESSES sold by LICENSEE during the preceding half year. After
      termination or expiration of this License Agreement, a final payment shall
      be
      made by LICENSEE covering the whole or applicable partial half-year. Each
      royalty payment shall be accompanied by a written statement of NET SALES as
      described in Article 5.2 hereunder. 

    


    3.5    
      LICENSEE
      shall promptly report the achievement of each milestone specified in Article
      3.3. The milestone payments specified in Article 3.3 shall be made by LICENSEE
      to PSRF within thirty (30) days after the completion of said milestone.


    


    3.6    
      All
      payments due hereunder are expressed in and shall be paid by check payable
      in
      United States of America currency, without deduction of exchange, collection
      or
      other charges, to PSRF in University Park, PA or at such other place as PSRF
      may
      reasonably designate. 

    


    3.7    
      For
      converting into United States dollars any payment accrued hereunder in the
      currency of any other country, the rate of exchange for the purchase of United
      States dollars with such currency quoted by The Chase Manhattan Bank, New York,
      New York, on the last business day of the payment period in question shall
      be
      used.

    


    3.8    
      No
      multiple royalties shall be payable because any LICENSED PRODUCTS, their
      manufacture, use, lease or sale are or shall be covered by more than one patent
      application, patent or certificate of registration licensed under this License
      Agreement. In addition, royalties shall be paid for a LICENSED PRODUCT or
      LICENSED PROCESS based upon only one of Articles 3.2(i) or 3.2(ii) above (that
      is, royalties on direct sales of a LICENSED PRODUCT or LICENSED PROCESS by
      the
      LICENSEE or its AFFILIATES shall be based only on Article 3.2(i), while
      royalties on sales of a LICENSED PRODUCT or LICENSED PROCESS by any sublicensee
      shall be based solely on Article 3.2(ii), so as to avoid double
      counting).

     

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

    
      
        
        

      

      
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    3.9    
      All
      payments set forth in this Agreement shall, if overdue, bear interest until
      payment at a per annum rate of [*]% above the prime rate in effect at the Chase
      Manhattan Bank, New York, New York, on the due date. The payment of such
      interest shall not foreclose PSRF from exercising any other rights it may have
      as a consequence of the lateness of any payment.

    


    3.10    
      In
      the
      event that a LICENSED PRODUCT is sold in the form of a combination product
      containing one or more products or technologies which are themselves not
      included in the PATENT RIGHTS, the NET SALES for such combination product shall
      be calculated by equitably determining through mutual agreement the value added
      to the combination product by the LICENSED PRODUCT.

    


    ARTICLE
      4 - DUE DILIGENCE AND MARKETING EFFORTS

    


    4.1    
      (a)    
      LICENSEE
      or AFFILIATE shall use all reasonable commercial efforts to bring LICENSED
      PRODUCTS and/or LICENSED PROCESSES to market through thorough, vigorous and
      diligent programs for exploitation of the PATENT RIGHTS and to achieve the
      milestones set forth in Article 3.3 as timely and efficiently as possible.
      

    


    (b)    
      LICENSEE
      or AFFILIATE shall be required to satisfy the following diligence

    milestones:

    


    (i)    
      Within
      [*] months of the Effective Date, LICENSEE or sublicensee or AFFILIATE shall
      INITIATE A PHASE I CLINICAL TRIAL (or Foreign Equivalent) of a LICENSED
      PRODUCT.

    


    (ii)    
      Within
      [*] months of the Effective Date, LICENSEE or sublicensee or AFFILIATE shall
      INITIATE A PHASE II CLINICAL TRIAL (or Foreign Equivalent) of a LICENSED
      PRODUCT.

    


    (iii)    
      Within
      [*] months of the Effective Date, LICENSEE or sublicensee or AFFILIATE shall
      INITIATE A PHASE III CLINICAL TRIAL (or Foreign Equivalent) of a LICENSED
      PRODUCT.

    


    4.2    
      Should
      all of LICENSEE, any sublicensee and any AFFILIATE fail to achieve any
      applicable milestone dates set forth in 4.1(b)(i), (ii) or (iii) (as may be
      amended pursuant to this 4.2), then LICENSEE shall, within thirty (30) days
      after the applicable milestone date, provide PSRF with a written explanation
      for
      such delay. PSRF shall, in good faith, consider the explanation of LICENSEE
      for
      such delay, and if PSRF finds LICENSEE’s explanation reasonable, PSRF shall
      grant, in writing, LICENSEE additional time to achieve the applicable milestone
      detailed in 4.1(b) above, such amount of time to reasonably take into
      consideration LICENSEE’s recommendations and the circumstances of each such
      delay. Should the LICENSEE’s explanation of such delay include the written
      requirement by the FDA or other applicable regulatory agency that LICENSEE
      perform additional studies or trials, that LICENSEE reformulate or alter the
      manufacturing process of any LICENSED
      PRODUCT,
      that
      LICENSEE cease any clinical trial or redesign any clinical trial, or that
      LICENSEE perform any other action or cease to perform any action or otherwise
      delay the clinical development of any LICENSED PRODUCT, then such FDA or other
      applicable regulatory agency evidence presented to PSRF by LICENSEE in
      accordance with this paragraph shall be deemed “reasonable” by PSRF and PSRF
      shall grant LICENSEE reasonable time extensions or milestone adjustments
      accordingly. LICENSEE shall provide copies to PSRF of any such FDA or other
      applicable regulatory agency documentation.

     

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


    
      
        
        

      

      
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    4.3    
      Should
      LICENSEE and PSRF be unable to reach agreement on a reasonable time extension
      or
      milestone adjustment pursuant to Article 4.2, or should PSRF contest the
      reasonableness, good faith, or adequacy of proof for the stated reason for
      such
      failure, PSRF may declare LICENSEE to be in material breach unless LICENSEE
      pays
      a non-refundable monthly fee to PSRF (the "Penalty Fee"), [*] of such Penalty
      Fee to be creditable against fees due to PSRF under Article 3.3. The initiation
      of the Penalty Fee period shall commence upon written notification from PSRF
      to
      LICENSEE that PSRF has, in good faith, determined that LICENSEE is not using
      its
      commercially reasonable efforts to develop and commercialize any LICENSED
      PRODUCT or LICENSED PROCESSES and, accordingly, will not extend or further
      extend or alter any diligence milestone described in 4.1(b) above and remain
      in
      effect until achievement of any applicable milestone that caused LICENSEE to
      be
      in non-compliance with 4.1(b). The Penalty Fee shall be [*] Dollars ($[*])
      in
      the first month, increasing at a rate of [*] Dollars ($[*]) per month
      thereafter, until achievement of any applicable milestone that caused LICENSEE
      to be in non-compliance with 4.1(b). A representative payment schedule appears
      in Appendix E. The first Penalty Fee shall be due within fourteen (14) days
      of
      such written notification from PSRF to LICENSEE. All subsequent Penalty Fees
      shall be paid within fourteen (14) days of the end of the month for which
      LICENSEE intends to delay notification of breach. PSRF shall not have the right
      to terminate this License Agreement pursuant to this Article 4 as long as the
      LICENSEE continues to make the monthly Penalty Fee payments. Upon achievement
      of
      any applicable milestone that caused LICENSEE to be in non-compliance with
      4.1(b), LICENSEE shall no longer have the obligation to pay to PSRF the Penalty
      Fee payments and PSRF shall no longer have the right to terminate the License
      Agreement by reason of failure to comply with 4.1(b). 

    


    4.4    
      In
      the
      event LICENSEE has failed to make payments in accordance with Article 4.3,
      then
      LICENSEE shall be considered to be in financial breach or default and subject
      to
      termination pursuant to Paragraph 14.4 hereof.

    


    4.5    
      A
      Development Committee (the “Committee”) shall be organized to monitor the
      clinical progress of the LICENSED PRODUCTS or LICENSED PROCESSES at the
      LICENSEE’s expense. The Committee will consist of independent scientific and
      technical thought leaders that are highly regarded by the scientific community
      in the FIELD OF USE of each LICENSED PRODUCT or LICENSED PROCESS and at least
      one representative from each of PSRF and the LICENSEE. The Committee will be
      responsible for (i) making recommendations to the LICENSEE’s management relating
      to the pre-clinical and clinical development strategy; (ii) analysis and
      assessment of ongoing pre-clinical and clinical development of each LICENSED
      PRODUCT or LICENSED PROCESS; and (iii) assisting the LICENSEE to prepare
      pre-clinical and clinical development budgets. The actions and opinions of
      the
      Committee will be confidential, however, the PSRF representative may report
      clinical updates to a designated senior official at PSRF who will agree to
      keep
      such information confidential. The Committee will meet at least two (2) times
      per year. Said Committee shall meet within one (1) year of the Effective
      Date.

     

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

    


    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

       

    

    4.6    
      In
      the
      event that LICENSEE in its sole discretion decides to market one or more
      LICENSED PRODUCTS or LICENSED PROCESSES in any country, then LICENSEE shall
      exert reasonable efforts to have such LICENSED PRODUCTS or LICENSED PROCESSES
      cleared for marketing by the responsible government agencies of that country
      requiring such clearance. Should LICENSEE terminate this License Agreement,
      LICENSEE agrees to assign its full right, title, and interest in and to such
      market clearance application, including all data relating thereto, to PSRF
      at no
      cost to PSRF.

    


    4.7    
      On
      June
      1, 2005, and each annual anniversary thereof, LICENSEE shall remit [*] Dollars
      ($[*]) to UNIVERSITY for sponsored research. The parties shall enter a sponsored
      research agreement, substantially as set forth in Appendix D. 

    


    4.8    
      To
      the
      extent that the LICENSEE or any AFFILIATE of the LICENSEE is required to obtain
      a license from a third party in order to practice the PATENT RIGHTS then the
      parties shall re-negotiate in good faith over the stacking of royalties. After
      completing its due diligence, LICENSEE is not aware of the need to obtain any
      such license rights. It is understood by both parties that this is not intended
      to cover currently anticipated combination therapies.

    


    


    4.9    
      Except
      as
      otherwise provided herein, LICENSEE's failure to perform in accordance with
      Article 4.5 shall constitute a material breach or default and shall be grounds
      for termination of this License Agreement pursuant to Paragraph 14.5
      hereof.


    


    ARTICLE
      5 - REPORTS AND RECORDS

    


    5.1    
      LICENSEE
      shall keep and preserve, in accordance with generally accepted accounting
      principles and procedures, complete and accurate books, records and accounts
      containing all particulars that may be necessary for the purpose of showing
      the
      amounts payable to PSRF hereunder including any amounts deducted by LICENSEE
      under Article 4.8. Said books, records and accounts shall be kept at LICENSEE's
      principal place of business or the principal place of business of the
      appropriate division of LICENSEE to which this License Agreement relates. Said
      books and supporting data shall be open, upon reasonable notice at all
      reasonable times and places during business hours for five (5) years following
      the end of the calendar year to which they pertain, to the inspection of PSRF
      or
      its agents for the purpose of verifying LICENSEE's royalty statement or
      compliance in other respects with this License Agreement. Should such inspection
      lead to the discovery of a greater than [*] ([*]%) discrepancy in reporting
      to
      PSRF's detriment, LICENSEE agrees to reimburse PSRF for the full cost of such
      inspection.

     

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

    


    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

       

    

    5.2    
      LICENSEE
      shall, within sixty (60) days of March 31, June 30, September 30 and December
      31, of each year, deliver to PSRF true and accurate reports, giving such
      particulars of the business conducted by LICENSEE and its sublicensees during
      the preceding calendar quarter under this License Agreement as shall be
      pertinent to a royalty accounting hereunder. These reports shall be duly signed
      by an authorized signatory of LICENSEE on behalf of LICENSEE and shall include
      at least the following:

    


    (a)    
      number
      and type of LICENSED PRODUCTS manufactured and sold by LICENSEE and its
      sublicensees;

    


    (b)    
      total
      billings for LICENSED PRODUCTS sold by LICENSEE and its
      sublicensees;

    


    (c)    
      listing
      of applicable deduction as provided in Article 1.7 hereinabove;

    


    (d)    
      royalties
      due on sublicensee payments under Article 3.2 hereinabove;

    


    (e)    
      total
      royalties due; and

     

    (f)    
      names
      and
      addresses of all sublicensees of LICENSEE.

    


    5.3    
       With
      each
      such report submitted, LICENSEE shall pay to PSRF the royalties due and payable
      under this License Agreement. If no royalties shall be due, LICENSEE shall
      so
      report.

    


    5.4      
      LICENSEE
      shall use the royalty-reporting sheet attached hereto as Appendix C, or a
      similar document, to fulfill the royalty and reporting requirements of this
      Article 5.

    


    5.5     
      Financial
      Dispute Resolution:
      -Arbitration The parties agree that in the event of a dispute as to the amount
      of payments owed hereunder, the dispute shall not be ripe for arbitration under
      the terms of Article 13.2 until the parties have first attempted to resolve
      the
      matter through non-binding mediation as described in Article 13.1. Non-payment
      of any resulting binding arbitration award shall be resolved in accordance
      with
      Article 13.2.

    


    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      6 - INTELLECTUAL PROPERTY AND PUBLICATION 

    


    6.1    
      Responsibility
      for Patent Prosecution.
      LICENSEE shall apply for, seek prompt issuance of, and maintain the PATENT
      RIGHTS during the term of this Agreement. The ultimate responsibility for
      prosecution, filing and maintenance of patent applications and patents which
      issue therefrom shall be LICENSEE’s, provided however, that PSRF shall be given
      the opportunity to review and comment upon the breadth and coverage of said
      patent applications, and patent counsel jointly selected by the parties shall
      use all due care to address and incorporate any comments offered by PSRF. In
      addition, PSRF shall have the right to designate its own separate counsel,
      at
      PSRF’s expense, to review and comment upon the prosecution and drafting of the
      jointly selected counsel and said comments shall also be given due
      consideration. Appropriate documents (such as associate power of attorney)
      shall
      be executed to ensure that both parties have direct access to all patent
      filings. PSRF shall be promptly furnished with all communications to and from
      the Patent Office including, transmittal documents. During the patent
      preparation, prosecution and maintenance process, PSRF shall have reasonable
      opportunities to advise LICENSEE to ensure that said PATENT RIGHTS adequately
      address PSRF’s needs. Both parties agree to provide reasonable cooperation to
      each other to facilitate the application and prosecution of patents pursuant
      to
      this Agreement.

    


    6.2    
      Abandonment.
      The
      LICENSEE may, in its discretion, elect to abandon any patent applications or
      issued patent in the PATENT RIGHTS, in which case the LICENSEE shall have no
      further royalty obligation to PSRF in respect of any LICENSED PRODUCTS and
      LICENSED
      PROCESSES
      the
      manufacture, use or sale of which is covered by an issued claim of such
      abandoned PATENT RIGHTS. Prior to any such abandonment, the LICENSEE shall
      give
      PSRF at least sixty (60) days notice and a reasonable opportunity to take over
      prosecution of such PATENT RIGHTS. In such event, PSRF shall have the right,
      but
      not the obligation, to commence or continue such prosecution and to maintain
      any
      such PATENT RIGHTS under its own control and at its expense and the LICENSEE
      shall then have no royalty or other obligation to PSRF in respect of any
      LICENSED PRODUCTS and LICENSED PROCESSES, the manufacture, use or sale of which
      is covered by an issued claim of such PATENT RIGHTS. The LICENSEE agrees to
      cooperate in such activities including execution of any assignments or other
      documents necessary to enable PSRF to obtain and retain sole ownership and
      control of such PATENT RIGHTS.

    


    6.3    
      University
      Publications.
      In the
      event that PSRF or the UNIVERSITY desires to publish or disclose, by written,
      oral or other presentation, PATENT RIGHTS, KNOW-HOW, and Intellectual Property,
      within the FIELD OF USE, related to the PATENT RIGHTS, then PSRF shall notify
      the LICENSEE in writing by facsimile where confirmed by the receiving party,
      and/or by certified or registered mail (return receipt requested) of their
      intention at least sixty (60) days prior to any speech, lecture or other oral
      presentation and at least sixty (60) days before any written or other
      publication or disclosure. PSRF shall include with such notice a description
      of
      any proposed oral presentation or, in any proposed written or other disclosure,
      a current draft of
      such
      proposed disclosure or abstract. LICENSEE may request that PSRF, no later than
      thirty (30) days following the receipt of such notice, delay such 

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    presentation,
      publication or disclosure for up to an additional sixty (60) days in order
      to
      enable LICENSEE to file, or have filed on their behalf, a patent application,
      copyright or other appropriate form of intellectual property protection related
      to the information to be disclosed or request that PSRF do so. Upon receipt
      of
      such request to delay such presentation, publication or disclosure, PSRF or
      the
      UNIVERSITY shall arrange for a delay of such presentation, publication or
      disclosure until such time as LICENSEE or PSRF have filed, or had filed on
      its
      behalf, such patent application, copyright or other appropriate form of
      intellectual property protection in form and in substance reasonably
      satisfactory to the LICENSEE or PSRF. If PSRF does not receive any request
      from
      LICENSEE to delay such presentation, publication or disclosure, PSRF may submit
      such material for presentation, publication or other form of
      disclosure.

    


    6.4    
      PSRF
      hereby authorizes the LICENSEE (a) to include in any NDA for a LICENSED PRODUCT,
      as the LICENSEE may deem appropriate under the Federal Food, Drug and Cosmetic
      Act (the “Act”), a list of patents included among the PATENT RIGHTS that relate
      to such LICENSED PRODUCT and such other information as the LICENSEE in its
      reasonable discretion believes is appropriate to be filed pursuant to the Act;
      (b) to commence suit for any infringement of the PATENT RIGHTS under §271(e) of
      Title 35 of the United States Code occasioned by the submission by a third
      party
      of an IND, or an Abbreviated New Drug Application (as that term is defined
      in
      the Act) for a LICENSED PRODUCT pursuant to §505(j) of the Act or an NDA for a
      LICENSED PRODUCT pursuant to §505(b)(2) of the Act; and (c) subject to the
      PSRF’s consent (which consent will not be unreasonably withheld or delayed), and
      to exercise any rights that may be exercisable by PSRF as patent owner under
      the
      Act to apply for an extension of the term of any patent included among the
      PATENT RIGHTS. In the event that applicable law in any other country of the
      TERRITORY hereafter provides for the extension of the term of any patent
      included among the PATENT RIGHTS in such country, upon request by and at the
      expense of the LICENSEE, the PSRF shall use reasonable efforts to obtain such
      extension or, in lieu thereof, shall authorize the LICENSEE or, if requested
      by
      the LICENSEE or its sublicensees to apply for such extension, in consultation
      with PSRF. PSRF, at the LICENSEE’s expense, agrees to reasonably cooperate with
      the LICENSEE or its sublicensees, as applicable, in the exercise of the
      authorization granted herein or which may be granted pursuant to this ARTICLE
      and will execute such documents and take such additional actions as the LICENSEE
      may reasonably request in connection therewith, including, if necessary,
      permitting itself to be joined as a proper party in any suit for infringement
      brought by the LICENSEE under this ARTICLE. The provisions of this ARTICLE
      shall
      apply to any suit for infringement brought by the LICENSEE under clause (b)
      above. In the event the LICENSEE decides not to commence suit for infringement
      under clause (b) above, the LICENSEE will notify PSRF of its decision within
      twenty five (25) days after the receipt of notice that the third party has
      made
      a certification described in § 505(b)(2)(A)(iv) or 505(j)(2)(A)(vii)(IV) of
      the Act, so that PSRF may institute such litigation itself, if it wishes, at
      its
      own cost and expense.

    


    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

    


    ARTICLE
      7 - INFRINGEMENT AND OTHER ACTIONS

    


    7.1    
      LICENSEE
      and PSRF shall promptly provide written notice, to the other party, of any
      alleged infringement by a third party of any patent licensed under PATENT RIGHTS
      and provide such other party with any available evidence of such infringement.
      If necessary, a prima
      facie determination
      of infringement shall be made by an independent patent attorney satisfactory
      to
      both PSRF and LICENSEE.

    


    7.2    
      During
      the term of the License Agreement, LICENSEE shall have the initial right, but
      not the obligation, to prosecute and/or defend, at its own expense, utilizing
      counsel of its own choice, any infringement of, and/or challenge to, the PATENT
      RIGHTS. In furtherance of such right, PSRF hereby agrees that PSRF may be
      legally joined as a party in any such suit, without expense to PSRF. Before
      LICENSEE commences an action hereunder, it shall consult with PSRF, and give
      careful consideration to the views of PSRF and the potential impact of
      litigation on PSRF. This shall include a face-to-face meeting between the
      parties’ designated representatives prior to the initiation of litigation. No
      settlement, consent judgment or other voluntary, final disposition of the suit
      may be entered into without the consent of PSRF, which consent shall be timely
      given and not unreasonably be withheld, unless such settlement does not
      materially affect the rights of PSRF. LICENSEE agrees to keep PSRF reasonably
      informed as to the status of any such action and to provide copies to PSRF,
      upon
      request by PSRF, of any papers or information relevant to the prosecution of
      any
      such action. LICENSEE shall timely inform PSRF of any offer for settlement
      presented by a third party for any such action and LICENSEE shall consider
      PSRF’s input in deciding whether or not to accept any such settlement offer. The
      total cost of any such action, commenced or defended solely by the LICENSEE,
      shall be borne by the LICENSEE. Any funds resulting from such action, whether
      in
      an out-of-court settlement or through a judgment in the courts will be used
      first to pay LICENSEE the cost paid out by LICENSEE in taking such action.
      Any
      funds remaining therefrom will be treated as NET SALES under this License
      Agreement, with the exception of amounts awarded for treble, exemplary or
      punitive damages, which shall be divided equally between the
      parties.

    


    7.3    
      If
      within
      six (6) months after having been notified of any alleged infringement, LICENSEE
      shall have been unsuccessful in persuading the alleged infringer to desist
      and
      shall not have brought and shall not be diligently prosecuting an infringement
      action, or if LICENSEE shall notify PSRF at any time prior thereto of its
      intention not to bring suit against any alleged infringer in the TERRITORY
      for
      the FIELD OF USE, then, and in those events only, PSRF shall have the right,
      but
      not the obligation, at its own expense and utilizing counsel of its own choice,
      to prosecute any infringement of, and/or defend any challenge to, the PATENT
      RIGHTS. Before PSRF commences any action hereunder, it shall consult with
      LICENSEE and give careful consideration to the views of LICENSEE. Any funds
      resulting from such action, whether in an out-of-court settlement or through
      a
      judgment in the courts will be paid to PSRF, with the exception of amounts
      awarded for treble, exemplary or punitive damages, which shall be divided
      equally between the parties.

    


    7.4    
      In
      the
      event the parties hereto agree to share the costs of an action initiated
      hereunder, any funds resulting from such action, whether in an out-of-court
      settlement or through a
      judgment in the courts will be used first to reimburse the parties costs paid
      out in the action and the remainder shall be divided
      equally.

     

    
      
        
          
            
            

          

          
            14

            
              

            

          

          
            
            

          

        

      

    

     

    7.5    
      In
      the
      event that a declaratory judgment action alleging invalidity or noninfringement
      of any of the PATENT RIGHTS shall be brought against PSRF, LICENSEE, at its
      option, shall have the right, within thirty (30) days after commencement of
      such
      action, to intervene and take over the sole defense of the action, at its own
      expense; however, LICENSEE shall have the primary obligation to defend the
      patent at its expense. 

    


    7.6    
      In
      any
      infringement suit either party may institute to enforce the PATENT RIGHTS
      pursuant to this License Agreement, the other party hereto shall, at the request
      and expense of the party initiating such suit, cooperate in all respects and,
      to
      the extent possible, have its employees testify when requested and make
      available relevant records, papers, information, samples, specimens, and the
      like.

    


    7.7     
      LICENSEE,
      during the exclusive period of this License Agreement, shall have the sole
      right
      in accordance with the terms and conditions herein to grant a sublicense to
      an
      infringer under Article 7.1 in the TERRITORY for the FIELD OF USE for future
      use
      of the PATENT RIGHTS. Any fees received shall be treated as sublicense fees
      according to Article 3.2(ii).

    


    7.8     
      Each
      party hereto agrees that it and its AFFILIATES will not challenge the validity
      of the PATENT RIGHTS.

     

    ARTICLE
      8 - REPRESENTATIONS, WARRANTIES AND INDEMNIFICATION

    


    8.1    
      LICENSEE
      shall at all times during the term of this License Agreement and thereafter,
      indemnify, defend and hold PSRF, its trustees, directors, officers, employees
      and affiliates, harmless against all claims, proceedings, demands and
      liabilities of any kind whatsoever, including legal expenses and reasonable
      attorneys' fees, arising out of the death of or injury to any person or persons
      or out of any damage to property, or resulting from the production, manufacture,
      sale, use, lease, consumption or advertisement of the LICENSED PRODUCTS or
      LICENCED PROCESSES.

    


    8.2    
      Prior
      to
      the first dosing of a patient with a LICENSED PRODUCT or LICENSED PROCESS,
      in
      the first clinical trial sponsored by the LICENSEE or its sublicensee or
      AFFILIATE, LICENSEE shall obtain and carry in full force and effect commercial,
      general liability insurance which shall protect LICENSEE and PSRF with respect
      to events covered by Article 8.1 above. Such insurance shall be written by
      a
      reputable insurance company authorized to do business in the Commonwealth of
      Pennsylvania, shall list PSRF and The UNIVERSITY as an additional named insured
      thereunder, shall include product liability coverage and shall require thirty
      (30) days written notice to be given to PSRF prior to any cancellation or
      material change thereof. The limits of such insurance shall not be less than
      [*]
      Dollars ($[*]) per occurrence with an
      aggregate of [*] Dollars ($[*]). LICENSEE shall provide PSRF with Certificates
      of Insurance evidencing the same. 

     

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


    
      
        
        

      

      
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    (a)    
      Prior to the first commercial sale of a LICENSED PRODUCT or LICENSED PROCESS,
      PSRF and LICENSEE shall agree upon appropriate levels of insurance coverage.
      

    


    8.3    
      EXCEPT
      AS
      OTHERWISE EXPRESSLY SET FORTH IN THIS LICENSE AGREEMENT, PSRF, ITS TRUSTEES,
      DIRECTORS, OFFICERS, EMPLOYEES, AND AFFILIATES MAKE NO REPRESENTATIONS AND
      EXTEND NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT
      NOT
      LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,
      VALIDITY OF PATENT RIGHTS CLAIMS, ISSUED OR PENDING, AND THE ABSENCE OF LATENT
      OR OTHER DEFECTS, WHETHER OR NOT DISCOVERABLE. NOTHING IN THIS LICENSE AGREEMENT
      SHALL BE CONSTRUED AS A REPRESENTATION MADE OR WARRANTY GIVEN BY PSRF THAT
      THE
      PRACTICE BY LICENSEE OF THE LICENSE GRANTED HEREUNDER SHALL NOT INFRINGE THE
      PATENT RIGHTS OF ANY THIRD PARTY. IN NO EVENT SHALL PSRF, ITS TRUSTEES,
      DIRECTORS, OFFICERS, EMPLOYEES AND AFFILIATES BE LIABLE FOR INCIDENTAL OR
      CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING ECONOMIC DAMAGE OR INJURY TO
      PROPERTY AND LOST PROFITS, REGARDLESS OF WHETHER PSRF SHALL BE ADVISED, SHALL
      HAVE OTHER REASON TO KNOW, OR IN FACT SHALL KNOW OF THE
      POSSIBILITY.

    


    8.4    
      Intellectual
      Property. PSRF represents that (i) PSRF has the sole right to grant to LICENSEE
      the rights granted herein and the rights are unencumbered by any liens (ii)
      to
      the best of its knowledge, PSRF is not aware of any third party patents that
      would block the commercialization of LICENSED PRODUCTS or LICENSED PROCESSES;
      (iii) PSRF has not received any notice, including written notice, alleging
      any
      infringement by PSRF of any intellectual property rights of a third party in
      respect of the PATENT RIGHTS; and (iv) to the knowledge of PSRF, the rights
      granted under this Agreement do not conflict with the rights granted by PSRF
      to
      any other third party. 

    


    8.5    
      PSRF
      represents and warrants that, to the best of its knowledge:

    


    a)    
      PSRF has disclosed to LICENSEE all potential and existing PATENT RIGHTS in
      the
      control of PSRF or in control of a third party known to PSRF which may be needed
      to commercialize any LICENSED PRODUCT or LICENSED PROCESS;

    


    b)    
      Appendix B lists all patents and patent applications owned by PSRF that cover
      the LICENSED PRODUCT or LICENSED PROCESS, and PSRF will during the term of
      this
      Agreement, promptly upon request, provide LICENSEE with an updated version
      of
      Appendix A and B; and

     

    c)    
      PSRF is the exclusive owner of the patents and patent applications listed in
      Appendix B as of the date hereof and has the sole and exclusive right to license
      the PATENT RIGHTS and all other intellectual property rights of the UNIVERSITY.
      

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

    


    8.6    
      PSRF
      shall at all times during the term of this License Agreement and thereafter,
      indemnify, defend and hold LICENSEE, its AFFILIATES, and each of their
      respective officers, directors, agents, employees, shareholders, successors
      and
      assigns harmless against all claims, proceedings, demands and liabilities of
      any
      kind whatsoever, including legal expenses and reasonable attorneys' fees,
      arising out of: activities conducted by PSRF; breach by PRSF of this agreement;
      or PSRF's material violation of any applicable law, including any foreign,
      federal, state or local law or judicial decision.

     

       8.7    
      Both
      parties hereby represent and warrant the following:

    


    (a)    
      Neither
      the execution or delivery of this Agreement nor the performance by either party
      to this Agreement of its duties and other obligations hereunder violate or
      will
      violate any statute, law, determination or award, or conflict with or constitute
      a default or breach of any covenant or obligation under (whether immediately,
      upon the giving of notice or lapse of time or both) any prior agreement,
      contract, policy or other instrument to which the parties are
      bound.

    


    (b)    
      Each
      party hereto has the full right, power and legal capacity to enter and deliver
      this Agreement and to perform its duties and other obligations hereunder. 
      This Agreement constitutes the legal, valid and binding obligation of each
      party
      hereto enforceable against it in accordance with its terms.  No approvals
      or consents of any persons or entities are required for either party to execute
      and deliver this Agreement or perform their duties and other obligations
      hereunder and contemplated herein.

    
 

    ARTICLE
      9 - EXPORT CONTROLS

    


    9.1    
      LICENSEE
      acknowledges that it is subject to United States export laws and regulations,
      and that a license thereunder may be required. PSRF neither represents that
      a
      license shall not be required nor that, if required, it shall be issued, and
      all
      costs thereof shall be borne by LICENSEE.


    


    ARTICLE
      10 - NON-USE OF NAMES

    


    10.1    
      LICENSEE
      shall not use the names or trademarks of UNIVERSITY, PSRF, or any of their
      employees, or any adaptation thereof, in any advertising, promotional or sales
      literature without prior written consent obtained from PSRF, in each case,
      except that LICENSEE may, without prior written consent, state that it is
      licensed by PSRF, under one or more of the patents and/or applications
      comprising the PATENT RIGHTS. Further, PSRF acknowledges and agrees that
      LICENSEE may use the names of PSRF and UNIVERSITY in various documents used
      by
      LICENSEE for capital raising and financing without such prior written consent
      where the use of such names may be required by law, provided that LICENSEE
      shall
      promptly provide copies of any such documents, including private placement
      memoranda, prospectus documents, etc. 

    


    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

       

    

    10.2    
      PSRF
      shall not use the names or trademarks of LICENSEE, or any of their employees,
      or
      any adaptation thereof, in any advertising, promotional or sales literature
      without prior written consent obtained from LICENSEE, in each case, except
      that
      PSRF may, without prior written consent, state that it has licensed to LICENSEE,
      one or more of the patents and/or applications comprising the PATENT
      RIGHTS.


    


    ARTICLE
      11- PAYMENTS, NOTICES AND OTHER COMMUNICATIONS

    


    11.1    
      Any
      payment, notice or other communication pursuant to this License Agreement shall
      be sufficiently made or given on the date of mailing if sent to such party
      by
      certified or registered first class mail, postage prepaid, addressed to it
      at
      its address below or as it shall designate by written notice given to the other
      party as follows:

    


    In
      the
      case of THE PENN STATE RESEARCH FOUNDATION:

    


    President

    The
      Penn
      State Research Foundation

    c/o
      Intellectual Property Office

    113
      Technology Center

    University
      Park, PA 16802-7000

    


    In
      the
      case of LICENSEE: 

     

    Innovive
      Pharmaceuticals, Inc.

    787
      Seventh Avenue, 48th
      Floor

    New
      York,
      NY 10019

    Attn:
      Chief Executive Officer


    


    ARTICLE
      12 - ASSIGNMENT

    


    12.1    
      This
      Agreement and the rights and duties appertaining hereto may not be assigned
      by
      either party without first obtaining the written consent of the other which
      consent shall not be unreasonably withheld. Any such purported assignment,
      without the written consent of the other party, shall be null and of no effect.
      Notwithstanding the foregoing, each party may assign this Agreement with prior
      written notification to the other party, but without the consent of the other
      party (i) to a purchaser, merging or consolidating corporation, or acquirer
      of
      substantially all of the assignor’s assets or business and/or pursuant to any
      reorganization, including those qualifying under section 368 of the Internal
      Revenue Code of 1986, as amended, as may be in effect at such time, or (ii)
      to
      an AFFILIATE of the assignor, provided that any successor entity must have
      a net
      asset value (using GAAP) of at least ten (10) million dollars.

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      13 - DISPUTE RESOLUTION

    


    13.1    
      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 License 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 PSRF and LICENSEE each hereby irrevocably consents and
      submits.

    


    13.2    
      Any
      and
      all claims, disputes or controversies in relation to the amount of any royalty
      or other payments owed by LICENSEE pursuant to Article 3, which the parties
      hereto 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 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
      not
      to exceed one (1) day in length, and less where applicable. 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, it will be finally
      decided by an appropriate method of alternate dispute resolution, in
      Pennsylvania, as mutually agreed by the parties including without limitation,
      private arbitration, conducted in accordance with the applicable, then current,
      procedures of the American Arbitration Association. The arbitration panel will
      include members generally knowledgeable in the FIELD OF USE of the INVENTIONS
      and oncology. Judgment upon any such award rendered may be entered into the
      highest court or forum having jurisdiction, state or federal. The binding
      decision of the arbitration board can be enforced by a court of law having
      jurisdiction upon the parties. 

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      14 - TERM AND TERMINATION

    


    14.1    
      LICENSEE
      shall have the right to terminate this Agreement at any time on sixty (60)
      days
      notice to PSRF, and upon payment of all amounts due PSRF through the effective
      date of the termination.

    


    14.2    
      Unless
      earlier terminated as hereinafter provided, this License Agreement shall
      continue until the end of the life of the last to expire patent licensed under
      the PATENT RIGHTS, on a country-by-country basis. From and after the expiration
      of such PATENT RIGHTS, LICENSEE will have a paid up, royalty-free license under
      the PATENT RIGHTS to make, have made, use, have used, sell and have sold
      LICENSED PRODUCTS and to practice and have practiced the LICENSED
      PROCESSES.

    


    14.3    
      Financial
      Solvency of LICENSEE.
      LICENSEE agrees that as a part of its material inducement to PSRF to enter
      this
      License Agreement, it shall provide PSRF with at least ninety (90) days written
      notice hereunder of its intent to file a petition in Bankruptcy, whether it
      be
      for a Chapter 7, 11, 13 or any other such petition. LICENSEE agrees and
      understands that PSRF has an obligation to UNIVERSITY, a land grant institution
      under the Morrell Act, to license the PATENT RIGHTS pursuant to terms and
      conditions which maximize the public benefit. PSRF shall have the right to
      immediately terminate this License Agreement by giving written notice to
      LICENSEE, in the event LICENSEE does any of the following: a) provides notice
      hereunder of its intent to file (or does actually file without providing said
      notice) a petition in bankruptcy, b) attempts to make an assignment of this
      Agreement for the benefit of creditors, c) discontinues or dissolves its
      business, or d) if a receiver is appointed by a court of competent jurisdiction
      for LICENSEE.

    


    14.4    
      Financial
      Breach.
      Except
      as provided in Article 13.2, in the event LICENSEE has breached its obligations
      to pay royalties or fees under Article 3 or Article 4.3 of this License
      Agreement, and such fees are not subject to a good faith bona fide dispute
      between the parties, and/or fails to file royalty reports in accordance with
      Article 5 of this License Agreement, (hereafter “Financial Breach”) PSRF shall
      provide LICENSEE with written notice of said breach, and LICENSEE shall have
      a
      period of thirty (30) days to cure said breach. In the event LICENSEE does
      not
      fully cure the breach within that thirty (30) day period, and fails within
      that
      thirty (30) days to commence mediation pursuant to Article 13.1 of this License
      Agreement alleging grounds for its non-payment thereof, this License Agreement
      shall be automatically terminated without further notice or action by PSRF.
      If a
      dispute regarding termination is addressed according to Article 13, this license
      shall remain in full force and effect until such dispute is settled in a manner
      that is not further appealable or not appealed. 

    


    14.5    
      Failure
      of Other Performance.
      Upon any
      material breach of performance under this License Agreement, by LICENSEE, other
      than those occurrences set out in Articles 14.3 or 14.4 hereinabove, which
      shall
      always take precedence in that order over any material breach or default
      referred to in this Article 14.5, PSRF shall have the right to terminate this
      License Agreement and the rights, privileges and license granted hereunder
      effective sixty (60) days after PSRF
      first notifies LICENSEE of the alleged breach under the notice provisions
      contained in Article 14 of this License Agreement. Such termination shall become
      effective upon final notification by PSRF after the sixty (60) days, unless
      LICENSEE shall have fully cured any such material breach or default prior to
      the
      expiration of the sixty (60) day period. In the event of a dispute as to whether
      LICENSEE has cured the alleged breach, the matter shall be resolved pursuant
      to
      Article 13 of this License Agreement. If a dispute regarding termination is
      addressed according to Article 13, this license shall remain in full force
      and
      effect until such dispute is settled in a manner that is not further appealable
      or not appealed. 

     

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

    


    14.6    
      Upon
      termination of this License Agreement for any reason, nothing herein shall
      be
      construed to release either party from any obligation that matured prior to
      the
      effective date of such termination; and Articles 1, 8, 9, 10, 16, 17 and
      Articles 14.5 and 14.6 shall survive any such termination. LICENSEE and any
      sublicensee thereof may, however, after the effective date of such termination,
      sell all LICENSED PRODUCTS, and complete LICENSED PRODUCTS in the process of
      manufacture at the time of such termination and sell the same, provided that
      LICENSEE submit the reports required by Article 5 hereof.

    


    14.7    
      Upon
      termination of this Agreement other than by expiration in accordance with
      Article 14, any and all sublicenses shall survive such termination.
      Notwithstanding the foregoing, if LICENSEE believes that PSRF has terminated
      this Agreement for the primary purpose of doing business directly with the
      sublicensee, the termination may be disputed under the provisions of Article
      13.


    ARTICLE
      15 - AGENCY

    


    15.1    
      Nothing
      herein shall be deemed to establish a relationship of principal and agent
      between PSRF and the LICENSEE, nor any of their agents or employees for any
      purpose whatsoever.


    


    ARTICLE
      16. CONFIDENTIALITY

    


    16.1    
      Except
      as
      expressly authorized under article 6.3, any proprietary or confidential
      information relating to the PATENT RIGHTS within the FIELD OF USE, (including
      but not limited to KNOW-HOW and patent prosecution documents relating to PATENT
      RIGHTS) collectively constitute the “Confidential Information." LICENSEE and
      PSRF agree that they will not use the Confidential Information for any purpose
      unrelated to this Agreement, and will hold it in confidence during the term
      of
      this Agreement and for a period of [*] years after the termination or expiration
      date of this Agreement. LICENSEE shall not disclose Confidential Information
      or
      permit its disclosure to any third party (except to those of its employees,
      consultants, or agents who are bound by the same obligation of confidentiality
      as LICENSEE is bound by pursuant to this Agreement). However, such undertaking
      of confidentiality by LICENSEE shall not apply to any information or data
      which:

     

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


    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

       

    

    16.1.1    
      LICENSEE
      receives at any time from a third-party lawfully in possession of same and
      having the right to disclose same.

    


    16.1.2    
      Is,
      as of
      the date of this Agreement, in the public domain, or subsequently enters the
      public domain through no fault of LICENSEE.

    


    16.1.3    
      Is
      independently developed by LICENSEE as demonstrated by written evidence without
      reference to information disclosed to LICENSEE by PSRF.

    


    16.1.4    
      Is
      disclosed pursuant to the prior written approval of PSRF.

    


    16.1.5    
      Is
      required to be disclosed pursuant to law or legal process (including, without
      limitation, to a governmental authority) provided, in the case of disclosure
      pursuant to legal process, reasonable notice of the impending disclosure is
      provided to PSRF.

     

    ARTICLE
      17 - MISCELLANEOUS PROVISIONS

    


    17.1    
      Entire
      Agreement.
      This
      License Agreement embodies the entire understanding of the parties and shall
      supersede all previous communications, representations, or undertakings, either
      verbal or written, between the parties relating to the subject matter
      hereof.

    


    17.2    
      Amendment.
      This
      License Agreement may be amended only by a written agreement embodying the
      full
      terms of the amendment signed by authorized representatives of both
      parties.

    


    17.3    
      Severability.
      Should
      any provision of this License Agreement be held to be illegal, invalid or
      unenforceable, by any court of competent jurisdiction, such provision shall
      be
      modified by such court in compliance with the law and, as modified, enforced.
      The remaining provisions of this License Agreement shall be construed in
      accordance with the modified provision and as if such illegal, invalid or
      unenforceable provision had not been contained herein.

    


    17.4    
      No
      Strict Construction.
      The
      language used in this License Agreement shall be deemed to be the language
      chosen by both parties hereto to express their mutual intent and no rule of
      strict construction against either party shall apply to any term or condition
      of
      this License Agreement.

    


    17.5    
      Relationship
      of Parties.
      Nothing
      contained in this License Agreement shall be construed as creating a
      partnership, joint venture, agency or an association of any kind.

    


    17.6    
      No
      Waiver.
      The
      failure of one party hereto to enforce at any time any of the provisions of
      this
      License Agreement, or any rights in respect thereto, or to exercise any election
      herein provided, shall in no way be considered to be a waiver of such provision,
      rights or elections or in any way to affect the validity of this License
      Agreement, or excuse a similar subsequent failure to perform any such term
      or
      condition by the other party. Any waiver must be in writing.

     

    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    

    


    17.7    
      Interpretation.
      The
      headings of several Articles contained herein are inserted for convenience
      of
      reference only, and are not intended to be a part of or to affect the meaning
      or
      interpretation of this License Agreement.

    


    17.8    
      Governing
      Law.
      This
      License Agreement shall be governed by and construed in accordance with the
      laws
      of the Commonwealth of Pennsylvania without giving effect to any choice of
      law
      or conflict of law provision or rule that would cause the application of the
      laws of any jurisdiction other than the Commonwealth of Pennsylvania, except
      that questions affecting the construction and effect of any patent shall be
      determined by the law of the country in which the patent was
      granted.

    


    17.9    
      Product
      Marking.
      LICENSEE agrees to mark the LICENSED PRODUCTS sold in the United States with
      all
      applicable United States patent numbers. All LICENSED PRODUCTS shipped to or
      sold in other countries shall be marked in such a manner as to conform with
      the
      patent laws and practices of the country of manufacture or sale.

     

    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    

    
IN
      WITNESS WHEREOF, the parties hereto, intending to be legally bound hereby,
      have
      each caused a duly authorized representative to execute this License Agreement
      on the day and year set forth below.

    


    


    ________________________________

    INNOVIVE
      PHARMACEUTICALS, INC. 

    


    By:
      /s/
      Steven Kelly

    Name:
      Steven Kelly

    Title:
      President
      & CEO

    Date:
      3/15/05

    


    THE
      PENN
      STATE RESEARCH FOUNDATION

    (PSRF)

    


    By:
      /s/
      David E. Branigan

    Name:
      David
      E. Branigan

    Title:
      Treasurer

    Date:
      March
      16, 20005

    


    THE
      PENNSYLVANIA STATE UNIVERSITY

    Read
      and
      acknowledged specifically regarding Article 6.3.

    


    By:
      /s/
      David F. Marshall

    Name:
      David
      F. Marshall

    Title:
      Assistant
      Treasurer

    Date:
      March
      16, 2005

    


    


    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    

    


    APPENDIX
      A: INVENTIONS

    


    
      	
              PSU
                Invention

              Disclosure
                Number

            	
              Invention
                Title

            	
              Inventors

            
	
              96-1565

            	
              “Opioid
                Growth Factor and Cancer”

            	
              Dr.
                Ian S. Zagon, Dr. Patricia J. McLaughlin and Dr. Jill P.
                Smith

            
	
              2003-2839

            	
              “Combination
                Therapy with Opioid Growth Factor and Taxanes for the Treatment of
                Cancer”

            	
              Dr.
                Ian S. Zagon, Dr. Patricia J. McLaughlin

            
	
              2004-2890

            	
              “Combined
                Therapy with Opioid Growth Factor and Gemcitabine for the Treatment
                of
                Cancer”

            	
              Dr.
                Ian S. Zagon, Dr. Patricia J.
                McLaughlin

            


    

    


    


     

     

     

     

     

     

     

    

 

    
      
        
        

      

      
        25

        
          

        

      

      
        
        

      

    

     

    APPENDIX
      B: PATENT RIGHTS 

    


    
      	
              PSU
                Invention 
Disclosure Number

            	
              Invention
                Title

            	
              Intellectual
                Property / Patent Status

            
	
              96-1565

            	
              “Opioid
                Growth Factor and Cancer”

            	
              U.S.
                Patent No.[*]

              U.S.
                Patent No. [*]

            
	
              2003-2839

               

               

               

              2004-2890

            	
              “Combination
                Therapy with Opioid Growth Factor and Taxanes for the Treatment of
                Cancer”

               

              “Combined
                Therapy with Opioid Growth Factor and Gemcitabine for the Treatment
                of
                Cancer”

            	
              U.S.
                Provisional Patent No. [*] filed
                [*]

            


    

    


    


     

     

     

     

     

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


    
      
        
        

      

      
        26

        
          

        

      

      
        
        

      

    

     

    APPENDIX
      C

     

    [LICENSEE]/PSRF
      License Agreement Royalty Report for the Period
      ____________through__________

    


    Instructions:
      Please fill in all boxes (write "none" if not applicable), and sign and date
      at
      bottom. All Article numbers refer to the License Agreement.

    


    Answer
      questions 1 and 2 (AND SIGN AND DATE AT BOTTOM) EVEN IF THERE HAS BEEN NO
      ACTIVITY in reporting period.

    


    1.
      Number of transactions: by
      [LICENSEE]    r  
      by
      Sublicensees   r  

    


    2.
      Any new sublicenses entered into during the period?  yes
r no r 

    If
      yes,
      attach separate sheet listing names and addresses of sublicensees, and attach
      sublicense agreements.

    


    Answer
      this Article only
      if there has been LICENSED PRODUCT/PROCESS activity or non-running royalty
      sublicensee payment in reporting period.

    


    
      	
               

              Date
                of Transaction

            	
               

              Type
                of Transaction

            	
              By
                ______ or Sublicensee?

              (if
                latter, identify)

            	
              Product
                or Process Type (name and id number)

            	
               

              Total
                Billings

            	
              Deductions
                per § __ (specify type)

            	
               

              Royalties
                Due

            	
               

              Customer
                Name and Address

            
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 


    

    Number
      of
      Royalty Report continuation sheets attached________

    


    Non-running
      royalty payments received from sublicensees (per §___): $__________, of which
      $________ (__%) goes to PSRF.

    Specify
      each sublicensee and amount of payment on separate sheet.

    


    Total
      amount enclosed $_______________

    


    [LICENSEE]

    


    By:                        
        Date:                             

    


    Name
      and
      Title:                                        


    
 

    
      
        
        

      

      
        27

        
          

        

      

      
        
        

      

    

    


    APPENDIX
      C

    


    Continuation
      sheet number _____to [LICENSEE]/PSRF License Agreement Royalty Report for the
      Period _____________ through ______________

    


    Use
      this
      sheet if there are additional transactions to report.

    


    
      	
               

              Date
                of Transaction

            	
               

              Type
                of Transaction

            	
              By
                _____ or Sublicensee? (if latter, identify)

            	
              Product
                or Process Type (name and id number)

            	
               

              Total
                Billings

            	
              Deductions
                per §__ (specify type)

            	
               

              Royalties
                Due

            	
               

              Customer
                Name and Address

            
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 


    

    


     

     

     

     

     

    
      
        
        

      

      
        28

        
          

        

      

      
        
        

      

    

    


    APPENDIX
      D

    


    


    


    


    


    


    


    


    


    


    
      
        
        

      

      
        29

        
          

        

      

      
        
        

      

    

    


    APPENDIX
      E

    


    


    
      	
              Month
                Number

            	
              Monthly
                Payment

            	
              Cumulative

            
	
              1

            	
              [*]

            	
              [*]

            
	
              2

            	
              [*]

            	
              [*]

            
	
              3

            	
              [*]

            	
              [*]

            
	
              4

            	
              [*]

            	
              [*]

            
	
              5

            	
              [*]

            	
              [*]

            
	
              6

            	
              [*]

            	
              [*]

            
	
              7

            	
              [*]

            	
              [*]

            
	
              8

            	
              [*]

            	
              [*]

            
	
              9

            	
              [*]

            	
              [*]

            
	
              10

            	
              [*]

            	
              [*]

            
	
              11

            	
              [*]

            	
              [*]

            
	
              12

            	
              [*]

            	
              [*]

            
	
              13

            	
              [*]

            	
              [*]

            
	
              14

            	
              [*]

            	
              [*]

            
	
              15

            	
              [*]

            	
              [*]

            
	
              16

            	
              [*]

            	
              [*]

            
	
              17

            	
              [*]

            	
              [*]

            
	
              18

            	
              [*]

            	
              [*]

            
	
              19

            	
              [*]

            	
              [*]

            
	
              20

            	
              [*]

            	
              [*]

            
	
              21

            	
              [*]

            	
              [*]

            
	
              22

            	
              [*]

            	
              [*]

            
	
              23

            	
              [*]

            	
              [*]

            
	
              24

            	
              [*]

            	
              [*]

            


    

    


    This
      schedule is provided for purposes of clarity and is in no way intended to limit
      the amount or duration of the Penalty Fee Payments.

     

     

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

    
      
        
        

      

      
        30