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Exhibit 10.15    
    


LICENSE AGREEMENT  


        THIS LICENSE AGREEMENT (this "Agreement") dated as of June 30, 1999 (the "Effective Date"), is entered into between SICOR Inc. (formerly Gensia
Sicor Inc.), a Delaware corporation having its principal place of business at 19 Hughes, Irvine, California 92618-1902 ("Sicor") and METABASIS THERAPEUTICS, INC., a Delaware corporation
having a place of business at 9390 Towne Centre Drive, San Diego, California 92121 ("Metabasis"). Sicor and Metabasis are hereafter also referred to individually, as a "party" and collectively, as the
"parties." 


W I T N E S S E T H: 


        WHEREAS,
Metabasis owns or has rights to certain technology relating to adenosine phosphokinases. 


        WHEREAS,
Sicor desires to obtain a fully paid, royalty free, irrevocable, worldwide nonexclusive license under Metabasis' technology in the Sicor Field (as defined below). 


        NOW,
THEREFORE, in consideration of the foregoing premises and the mutual covenants set forth below, the parties hereby agree as follows: 


ARTICLE 1 


DEFINITIONS  


        For purposes of the Agreement, the terms defined in this Article 1 shall have the respective meanings set forth below: 


        1.1   "Affiliate" shall mean, with respect to any Person, any other Person which directly or indirectly controls, is controlled
by, or is under common control with, such Person. A Person shall be regarded as in control of another Person if it owns, or directly or indirectly controls, at least fifty percent (50%) of the voting
stock or other ownership interest of the other Person, or if it directly or indirectly possesses the power to direct or cause the direction of the management and policies of the other Person by any
means whatsoever. 


        1.2   "AKI Technology" shall mean technology relating to and reasonably necessary for the discovery, synthesis, production and
use, by any means of administration, of molecules that modulate the activity of adenosine phosphokinases as of the Effective Date. 


        1.3   "First Commercial Sale" shall mean, with respect to any Product, the first sale for use by the general public of such
Product. 


        1.4   "Licensed Know-How" shall mean all information, data, materials and compounds which are not generally known (including,
but not limited to, formulae, procedures, protocols, techniques and results of experimentation and testing) directly relating to the AKI Technology, in which Metabasis has an ownership or licensable
interest as of the Effective Date. 


        1.5   "Licensed Patent Rights" shall mean (a) all patents and patent applications heretofore filed or having legal force
in any country which claim any discovery or inventions relating to AKI Technology, including without limitation the patents and patent applications listed in Appendix A, and (b) all
foreign counterparts of the foregoing patents and patent applications; and all divisionals, continuations, continuations-in-part, reissues, renewals, reexaminations, extensions, or additions, of such
patents or patent applications heretofore filed or hereafter filed. 


        1.6   "Licensed Technology" shall mean, collectively, the Licensed Patent Rights and the Licensed Know How. 


        1.7   "Net Sales" shall mean, with respect to any Product, the invoiced sales price of such Product billed to independent
customers who are not affiliates, less (a) credits, allowances, discounts and 





 



rebates
to, and chargebacks from the account of such independent customers for spoiled, damaged, out-dated rejected or returned product; (b) actual freight and insurance costs incurred in
transporting such Product to such customers which are separately invoiced to such customers; (c) cash, quantity and trade discounts and other price reductions; (d) sales, use,
value-added and other direct taxes incurred; and (e) customs duties, surcharges and other governmental charges incurred in connection with the exportation or importation of such Product. 



        1.8   "Person" shall mean an individual, corporation, partnership, limited liability company, trust, business trust,
association, joint stock company, joint venture, pool, syndicate, sole proprietorship, unincorporated organization, governmental authority or any other form of entity not specifically listed herein. 


        1.9   "Pfizer Agreements" that certain License and Royalty Agreement dated May 1, 1996 and that certain Collaborative
Research Agreement dated May 1, 1996, as amended, each between Pfizer, Inc. and Metabasis (as assignee of Sicor). 



        1.10 "Product" shall mean any product which incorporates, uses, contains or is based on, the Licensed Technology. 


        1.11 "Revenues" shall mean all consideration, including royalties, received by either party or its Affiliates from a Third
Party, to the extent arising out of the grant of a license or sublicense to such Third Party to the Licensed Technology, other than cash consideration (a) to fund the performance of the future
research or development of products (at the cost to such party or its Affiliates therefor) or (b) for the issuance of the equity securities of such party or its Affiliates (at the fair market
value of such securities). The fair market value of any non-monetary consideration received by either party or its Affiliates from such Third Party, as licensee or sublicensee of the Licensed
Technology, shall be determined in good faith by the mutual agreement of the parties, or if no agreement, by the determination of an independent appraisal firm selected by the mutual agreement of the
parties. 


        1.12 "Royalty Term" shall mean, with respect to each Product in each country, if the manufacture, use or sale of such Product
in such country was at the time of the First Commercial Sale in such country covered by a Valid Claim, the term for which such Valid Claim remains in effect;  provided, however, that if the manufacture, use or sale of such Product in such country uses,
incorporates or is based on any Licensed Know-How then the term shall be perpetual. 


        1.13 "Sicor Field" shall mean the diagnosis, monitoring, treatment and prevention of any disease, state or condition in
humans or animals except for cardiovascular indications. 


        1.14 "Third Party" shall mean any Person other than Metabasis, Sicor and their respective Affiliates. 


        1.15 "Valid Claim" shall mean either (a) a claim of an issued and unexpired patent included within the Licensed Patent
Rights, which has not been held permanently revoked, unenforceable or invalid by a decision of a court or other governmental agency of competent jurisdiction, unappealable or unappealed within the
time allowed for appeal, and which has not been admitted to be invalid or unenforceable through reissue or disclaimer or otherwise or (b) a claim of a pending patent application included within
the Licensed Patent Rights, which claim was filed in good faith and has not been abandoned or finally disallowed without the possibility of appeal or refiling of such application. 


ARTICLE 2 


GRANT OF LICENSE  



        2.1    License.    Subject to the rights of Pfizer, Inc., if any, under the Pfizer Agreements, Metabasis hereby
grants to Sicor a fully paid, royalty free, irrevocable, worldwide, nonexclusive license (including the right to grant sublicenses) under the Licensed Technology to make, use, offer for sale, sell and 


2





 

import
the compositions, and to practice the processes and the methods, that are claimed in the Licensed Patent Rights or that constitute the Licensed Know-How for use in the Sicor Field,  provided,
however that Sicor shall not have the right to use, manufacture, market or sell the GP-3269
compound. 


        2.2    Assistance.    Upon the request of Sicor, Metabasis shall transfer to Sicor all applicable information
reasonably necessary to enable Sicor to use the rights granted under Section 2.1 above and provide Sicor with samples of materials reasonably necessary for Sicor's negotiations with Abbott, as
set forth in
Section 3.1 below. Metabasis shall provide such technical assistance to Sicor as reasonably requested by Sicor, and Sicor shall reimburse Metabasis for the reasonable cost of such services. 


ARTICLE 3 


THIRD PARTY LICENSES/SUBLICENSES  


        3.1    Abbott.    Metabasis hereby agrees that Sicor shall have the sole right, in its sole discretion, to initiate
and control negotiations with Abbott Laboratories, Inc. and its Affiliates (collectively, "Abbott") regarding granting Abbott a license to the Licensed Technology. Metabasis shall not have the
right to grant to Abbott a license to the Licensed Technology, or to participate in or influence any negotiations between Sicor and Abbott, without the prior written consent of Sicor. 



        3.2    Other Third Parties.    Sicor hereby agrees that Metabasis shall have the sole right, in its sole discretion,
to initiate and control negotiations with any Third Party other than Abbott (the "Other Party") regarding granting such Other Party a license to the Licensed Technology. Sicor shall not have the right
grant to any Other Party a license to the Licensed Technology, or to participate in or to influence any negotiations between Metabasis and any Other Parties without the prior written consent of
Metabasis. 


        3.3    Consent.    Notwithstanding Sections 3.1 and 3.2 above, neither Metabasis nor Sicor may grant a license
or sublicense, as applicable, to any Third Party to the Licensed Technology without the prior written consent of the other party, which consent shall not be unreasonably withheld. 


        3.4    Cooperation.    Metabasis shall make available to Sicor or its authorized attorneys, agents or representatives,
its employees, agents or consultants reasonably necessary or appropriate to enable Sicor to negotiate a license with Abbott with respect to the Licensed Technology, as set forth in Section 3.1
above, for a period of time sufficient for Sicor to obtain the assistance it needs from such personnel, including without limitation providing such persons as reasonably requested by Sicor to
participate in discussions with Sicor and Abbott. 


ARTICLE 4 


ROYALTIES AND PAYMENTS  


        4.1    Royalties.    



        4.1.1    Product Sales.    During the Royalty Term, Metabasis shall pay royalties to Sicor equal to four percent (4%)
of Net Sales of Products by Metabasis and its Affiliates. 


        4.1.2    Revenues.    Each of Sicor and Metabasis shall pay to the other party a royalty equal to fifty percent (50%)
of any Revenues received by either party or its Affiliates from licenses or sublicenses granted to any Third Party by either party or its Affiliates to the Licensed Technology. 




        4.2    Payment Terms.    Royalties shown to have accrued by each royalty report provided for under Section 4.3
below shall be due on the date such royalty report is due. Payment of royalties in whole or in part may be made in advance of such due date. 


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        4.3    Royalty Reports.    During the term of this Agreement, following the First Commercial Sale of a Product or
the
receipt of any Revenues by a party (the "Payor Party"), the Payor Party shall furnish to the other party (the "Payee Party") a quarterly written report showing in reasonably specific detail the
calculation of royalties which shall have accrued hereunder based upon Net Sales and Revenues. With respect to sales of Products invoiced in United States dollars, the gross sales, Net Sales, Revenues
and royalties payable shall be expressed in United States dollars. With respect to sales of Products invoiced in a currency other than United States dollars, the gross sales, Net Sales, Revenues and
royalties payable shall be expressed in the domestic currency of the party making the sale together with the United States dollar equivalent of the royalty payable, calculated using the exchange rate
(local currency per US$1) published in The Wall Street Journal, Western Edition, under the heading "Currency Trading," on each of the last business day
of each month during the applicable calendar quarter. Reports shall be due on the sixtieth (60th) day following the close of each quarter. Payor Party shall keep complete and accurate records in
sufficient detail to properly reflect all gross sales, Net Sales and Revenues and to enable the royalties payable hereunder to be determined. 


        4.4    Audits.    



        4.4.1    Upon the written request of the Payee Party and not more than once in each calendar year, the Payor Party shall permit
an independent certified public accounting firm of nationally recognized standing selected by the Payor Party and reasonably acceptable to the Payee Party to have access during normal business hours
to such of the records of the Payor Party as may be reasonably necessary to verify the accuracy of the royalty reports hereunder for any year ending not more than twenty-four (24) months prior to the
date of such request. The accounting firm shall disclose to the Payee Party only whether the reports are correct or not and the specific details concerning any discrepancies. No other information
shall be shared.    


        4.4.2    If such accounting firm concludes that additional royalties were owed during such period, the Payor Party shall pay the
additional royalties within thirty (30) days of the date the Payee Party delivers to the Payor Party such accounting firm's written report so concluding. If such accounting firm concludes that the
Payor Party overpaid royalties during such period, the Payee Party shall refund the amount of such overpayment within thirty (30) days of the date such accounting firm delivers its written report so
concluding to the Payee Party. The fees charged by such accounting firm shall be paid by the Payee Party; provided, however, if the audit correctly
discloses that the royalties payable by the Payor Party for the audited period are more than one hundred ten percent (110%) of the royalties actually paid for such period, then the Payor Party shall
pay the reasonable fees and expenses charged by such accounting firm.    


        4.4.3    Confidential Financial Information.    The Payee Party shall treat all financial information subject to
review under this Section 4.4 as confidential, and shall cause its accounting firm to retain all such financial information in confidence under Article 5 below. 




        4.5    Limitation of Liability.    THE LICENSED TECHNOLOGY IS PROVIDED AS IS. METABASIS MAKES NO WARRANTIES, EXPRESSED
OR IMPLIED, IN CONNECTION WITH THE LICENSED TECHNOLOGY, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY OR WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, VALIDITY OR NON-INFRINGEMENT OF
ANY THIRD PARTY PATENT RIGHTS. 


ARTICLE 5 


CONFIDENTIALITY  


        5.1    Confidential Information.    During the term of this Agreement, and for a period of three (3) years
following the expiration hereof, each party shall maintain in confidence all information of the other party (including samples) disclosed by the other party and identified as, or acknowledged to be, 


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confidential
(the "Confidential Information"), and shall not use, disclose or grant the use of the Confidential Information except on a need-to-know basis to those directors, officers, affiliates,
employees, permitted licensees, permitted assignees and agents, consultants, clinical investigators or contractors, to the extent such disclosure is reasonably necessary in connection with such
party's activities as expressly authorized by this Agreement. To the extent that disclosure is authorized by this Agreement, prior to disclosure, each party hereto shall obtain agreement of any such
Person to hold in confidence and not make use of the Confidential Information for any purpose other than those permitted by this Agreement. Each party shall notify the other promptly upon discovery of
any unauthorized use or disclosure of the other party's Confidential Information. 



        5.2    Permitted Disclosures.    The confidentiality obligations contained in Section 5.1 above shall not apply
to the extent that (a) any receiving party (the "Recipient") is required (i) to disclose information by law, order or regulation of a governmental agency or a court of competent
jurisdiction, or (ii) to disclose information to any governmental agency for purposes of obtaining approval to test or market a product, provided in either case that the Recipient shall provide
written notice thereof to the other party and sufficient opportunity to object to any such disclosure or to request confidential treatment thereof; or (b) the Recipient can demonstrate that
(i) the disclosed information was public knowledge at the time of such disclosure to the Recipient, or thereafter became public knowledge, other than as a result of actions of the Recipient in
violation hereof; (ii) the disclosed information was rightfully known
by the Recipient (as shown by its written records) prior to the date of disclosure to the Recipient by the other party hereunder; (iii) the disclosed information was disclosed to the Recipient
on an unrestricted basis from a source unrelated to any party to this Agreement and not under a duty of confidentiality to the other party; or (iv) the disclosed information was independently
developed by the Recipient without use of the Confidential Information disclosed by the other party. Notwithstanding any other provision of this Agreement, Sicor may disclose Confidential Information
of Metabasis to any Person with whom Sicor has, or is proposing to enter into, a business relationship which would require such Person to have access to such Confidential Information, as long as such
Person has entered into a confidentiality agreement with Sicor. 


ARTICLE 6 


PATENTS  


        6.1    Patent Prosecution and Maintenance.    



        6.1.1    The
decision to seek or not to seek patent protection, including the decision to file applications for patent term extension, and the decision where to seek and
maintain such protection shall be in the sole discretion of Metabasis with respect to any Licensed Patent Rights. Metabasis shall manage the preparation, filing, prosecution, grant and maintenance of,
and shall bear all costs incurred in connection with, the preparation, filing, prosecution, grant and maintenance of its own patent applications and patents regarding the Licensed Patent Rights. 


        6.1.2    If
Metabasis elects to abandon prosecution of a patent application or not to maintain any issued patents constituting Licensed Patent Rights, Metabasis promptly shall
notify Sicor, and Sicor shall have the right to prosecute and maintain any such patent application or issued patent at its sole expense. Metabasis shall, and shall cause its employees and agents to,
take all actions and to execute, acknowledge and deliver all instruments or agreements reasonably requested by Sicor, and necessary for Sicor to exercise its rights as set forth above. 




        6.2    Enforcement of Patent Rights.    



        6.2.1    Each
party shall notify the other party of any infringement known to such party of any Licensed Patent Rights in the Sicor Field and shall provide the other party with
the available evidence, if any, of such infringement. 



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        6.2.2    Metabasis,
at its sole expense, shall have the right to determine the appropriate course of action to enforce the Licensed Patent Rights or otherwise abate the
infringement thereof, to take (or refrain from taking) appropriate action to enforce the Licensed Patent Rights, to control any litigation or other enforcement action and to enter into, or permit, the
settlement of any such litigation or other enforcement action with respect to the Licensed Patent Rights, and shall consider, in good faith, the interests of Sicor is doing so. 


        6.2.3    If
Metabasis does not, within one hundred twenty (120) days of receipt of notice from Sicor, abate the infringement or file suit to enforce the Licensed Patent Rights
in the Sicor Field against at least one infringing party, Sicor shall have the right to take whatever action it deems appropriate in its own name or, if required by law, in Metabasis' name, to enforce
the Licensed Patent Rights in the Sicor Field. 


        6.2.4    All
monies recovered upon the final judgment or settlement of any such suit to enforce the Licensed Patent Rights in the Sicor Field shall be shared, after
reimbursement of expenses, by Metabasis and Sicor pro rata according to the respective percentages of costs borne by each in such suit. Notwithstanding
the foregoing, Metabasis and Sicor shall fully cooperate with each other in the planning and execution of any action to enforce the Licensed Patent Rights in the Sicor Field. 



ARTICLE 7 


TERM  


        7.1    Expiration.    This Agreement shall expire on the expiration of the last to expire of the Licensed Patent
Rights. 


        7.2    Effect of Expiration.    Expiration of this Agreement shall not relieve the parties of any obligation accruing
prior to such expiration, and the provisions of Articles 5, 6 and 8 and the license to the Licensed Know-How under Section 2.1 shall survive the expiration of this Agreement. 


ARTICLE 8 


INDEMNIFICATION  


        8.1    Indemnification.    Each party (the "Indemnifying Party") shall defend, indemnify and hold the other party (the
"Indemnified Party"), its Affiliates and sublicensees harmless from all losses, liabilities, damages and expenses (including attorneys' fees and costs) incurred as a result of any claim, demand,
action or proceeding brought by a Third Party arising out of or relating to any breach of this Agreement by the Indemnifying Party, or the negligence or willful misconduct of the Indemnifying Party in
the performance of its obligations under this Agreement. 


        8.2    Procedure.    The Indemnified Party promptly shall notify the Indemnifying Party of any liability or action in
respect of which the Indemnified Party intends to claim such indemnification, and the Indemnifying Party shall have the right to participate in, and, to the extent the Indemnifying so desires, jointly
with any other indemnitor similarly noticed, to assume the defense thereof with counsel selected by the Indemnifying Party; provided, however, that the
Indemnified Party shall have the right to retain its own counsel, at its sole expense, if representation of the Indemnified Party by the counsel retained by the Indemnifying Party would be
inappropriate due to actual or potential differing interests between the Indemnified Party and any other party represented by such counsel in such proceedings. The indemnity agreement in this
Article 8 shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action if such settlement is effected without the consent of the Indemnifying Party, which
consent shall not be withheld unreasonably. The failure to deliver notice to the Indemnifying Party within a reasonable time after the commencement of any such action, if prejudicial to its ability to
defend such action, shall relieve the Indemnifying Party of any liability to the 


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Indemnified
Party under this Article 8, but the omission so to deliver notice to the Indemnifying Party will not relieve it of any liability that it may have to the Indemnified Party otherwise
than under this Article 8. The Indemnified Party under this Article 8, its employees and agents, shall cooperate fully with the Indemnifying Party and its legal representatives in the
investigation and defense of any action, claim or liability covered by this indemnification. 


ARTICLE 9 


MISCELLANEOUS  


        9.1    Applicable Law.    The Agreement shall be governed by and construed in accordance with the laws of the State of
California, without regard to the conflicts of law principles thereof. 


        9.2    Independent Contractors.    It is expressly agreed that Metabasis and Sicor shall be independent contractors
and that the relationship between the two parties shall not constitute a partnership, joint venture or agency. Neither Metabasis nor Sicor shall have the authority to make any statements,
representations or commitments of any kind, or to take any action, which shall be binding on the other, without the prior consent of the party to do so. 


        9.3    Entire Agreement.    This Agreement embodies the entire agreement between the parties and supersede any prior
representations, understandings and agreements between the parties regarding the subject matter hereof. There are no representations, understandings or agreements, oral or written, between the parties
regarding the subject matter hereof and thereof that are not fully expressed herein and therein. 


[REST OF PAGE INTENTIONALLY LEFT BLANK] 


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        9.4    Counterparts.    This Agreement may be executed in two or more counterparts, each of which shall be deemed
an
original, but all of which together shall constitute one and the same instrument. 


        IN
WITNESS WHEREOF, the parties have executed the Agreement as of the date first set forth above. 



	

 	
 	

SICOR INC.
	

 	
 	

By	
 	

/s/ JOHN [ILLEGIBLE]
	 	 	 	 	

	 	 	Title	 	[ILLEGIBLE] VP Finance
	 	 	 	 	

	

 	
 	

METABASIS THERAPEUTICS, INC.
	

 	
 	

By	
 	

 
	 	 	 	 	

	 	 	Title	 	 
	 	 	 	 	









        9.4    Counterparts.    This Agreement may be executed in two or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute one and the same instrument. 


        IN
WITNESS WHEREOF, the parties have executed the Agreement as of the date first set forth above. 



	

 	
 	

SICOR INC.
	

 	
 	

By	
 	

 
	 	 	 	 	

	 	 	Title	 	 
	 	 	 	 	

	

 	
 	

METABASIS THERAPEUTICS, INC.
	

 	
 	

By	
 	

/s/ [ILLEGIBLE]
	 	 	 	 	

	 	 	Title	 	Chairman and CEO
	 	 	 	 	









APPENDIX A  


 Patents and Patent Applications  



	Title/Country
 
	 	Matter

No.
	 	Type
	 	Filed
	 	Serial No.
	 	Issued
	 	Patent

No.
	 	Status

	ADENOSINE KINASE INHIBITORS	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	UNITED STATES	 	0A002US0	 	UTL	 	09/18/89	 	408,707	 	 	 	 	 	ABANDONED
	UNITED STATES	 	1A002US1	 	UTL	 	01/18/90	 	466,979	 	 	 	 	 	ABANDONED
	UNITED STATES	 	1A002US2	 	UTL	 	01/23/91	 	647,117	 	 	 	 	 	ABANDONED
	UNITED STATES	 	1A002US3	 	UTL	 	12/23/91	 	812,916	 	 	 	 	 	ABANDONED
	UNITED STATES	 	1A002US4	 	UTL	 	06/07/95	 	08/473,491	 	02/24/98	 	5,721,356	 	ISSUED
	UNITED STATES	 	1A002US5	 	UTL	 	06/07/95	 	08/473,492	 	03/10/98	 	5,726,302	 	ISSUED
	UNITED STATES	 	1A002US6	 	UTL	 	06/07/95	 	08/486,161	 	10/07/97	 	5,674,998	 	ISSUED
	UNITED STATES	 	1A002US7	 	UTL	 	 	 	 	 	 	 	 	 	NOT MAILED
	UNITED STATES	 	1A002US8	 	UTL	 	06/07/95	 	08/479,704	 	 	 	 	 	ABANDONED
	UNITED STATES	 	1A002US9	 	UTL	 	06/07/95	 	08/473,345	 	 	 	 	 	ABANDONED
	UNITED STATES	 	1A002USB	 	UTL	 	06/07/96	 	08/660,532	 	08/18/98	 	5,795,977	 	ISSUED
	UNITED STATES	 	1A002USC	 	UTL	 	06/07/96	 	08/660,505	 	06/09/98	 	5,763,596	 	ISSUED
	UNITED STATES	 	1A002USD	 	UTL	 	06/07/96	 	08/660,506	 	06/09/98	 	5,763,597	 	ISSUED
	UNITED STATES	 	1A002USE	 	UTL	 	05/26/95	 	08/451,236	 	01/26/99	 	5,864,033	 	ISSUED
	AFRICAN UNION	 	2A002OAC	 	UTL	 	06/07/96	 	PV.70150	 	 	 	 	 	ABANDONED
	ARIPO PATENT	 	2A002APC	 	UTL	 	06/07/96	 	AP/P/97/01165	 	 	 	 	 	PENDING
	AUSTRALIA	 	2A002AUO	 	UTL	 	02/03/94	 	673055	 	02/12/97	 	673055	 	ISSUED
	AUSTRALIA	 	2A002AUB	 	UTL	 	06/07/96	 	64790/96	 	 	 	 	 	PENDING
	AUSTRALIA	 	2A002AUC	 	UTL	 	06/07/96	 	61783/96	 	 	 	 	 	PENDING
	AUSTRALIA	 	2A002AUD	 	UTL	 	06/07/96	 	63958/96	 	 	 	 	 	PENDING
	BANGLADESH	 	2A002BDC	 	UTL	 	06/07/96	 	1/98	 	 	 	 	 	PENDING
	BRAZIL	 	2A002BRB	 	UTL	 	06/07/96	 	PI9609011-1	 	 	 	 	 	ABANDONED
	BRAZIL	 	2A002BRC	 	UTL	 	06/07/96	 	PI9609013-8	 	 	 	 	 	ABANDONED
	BRAZIL	 	2A002BRD	 	UTL	 	06/07/96	 	PI9608625-4	 	 	 	 	 	ABANDONED
	BULGARIA	 	2A002BGC	 	UTL	 	06/07/96	 	102.163	 	 	 	 	 	PENDING
	CANADA	 	2A002CA0	 	UTL	 	02/03/94	 	2154681	 	 	 	 	 	PENDING
	CANADA	 	2A002CA1	 	UTL	 	01/21/92	 	2100863	 	 	 	 	 	PENDING
	CANADA	 	2A002CAB	 	UTL	 	06/07/96	 	2,247,983	 	 	 	 	 	PENDING
	CANADA	 	2A002CAC	 	UTL	 	06/07/96	 	2,220,642	 	 	 	 	 	PENDING
	CANADA	 	2A002CAD	 	UTL	 	06/07/96	 	2,247,984	 	 	 	 	 	PENDING
	CHINA	 	2A002CNC	 	UTL	 	06/07/96	 	96195383.7	 	 	 	 	 	ABANDONED
	CZECH REPUBLIC	 	2A002CZC	 	UTL	 	06/07/96	 	PV 3927-97	 	 	 	 	 	ABANDONED
	EURASIAN PATENT CONVENT	 	2A002EAC	 	UTL	 	06/07/96	 	199800009	 	 	 	 	 	PENDING
	EUROPEAN PATENT CONVENT	 	2A002EP1	 	UTL	 	02/03/94	 	94907966.9	 	 	 	 	 	PUBLISHED
	EUROPEAN PATENT CONVENT	 	2A002EP2	 	UTL	 	01/23/92	 	92300580.5	 	 	 	 	 	PENDING
	EUROPEAN PATENT CONVENT	 	2A002BPB	 	UTL	 	06/07/96	 	PCT/US96/10956	 	 	 	 	 	PUBLISHED
	EUROPEAN PATENT CONVENT	 	2A002BPC	 	UTL	 	06/07/96	 	96919442.2	 	 	 	 	 	PUBLISHED
	EUROPEAN PATENT CONVENT	 	2A002BPD	 	UTL	 	06/07/96	 	96923451.7	 	 	 	 	 	PUBLISHED
	HUNGARY	 	2A002HUC	 	UTL	 	06/07/96	 	40845/97	 	 	 	 	 	PENDING
	ICELAND	 	2A002ISC	 	UTL	 	06/07/96	 	4621	 	 	 	 	 	ABANDONED
	IRELAND	 	2A002IE0	 	UTL	 	01/22/92	 	920190	 	 	 	 	 	PENDING
	ISRAEL	 	2A002ILB	 	UTL	 	06/07/96	 	122333	 	 	 	 	 	PENDING
	ISRAEL	 	2A002ILC	 	UTL	 	06/07/96	 	122335	 	 	 	 	 	PENDING
	ISRAEL	 	2A002ILD	 	UTL	 	06/07/96	 	122334	 	 	 	 	 	PENDING
	JAPAN	 	2A002JP0	 	UTL	 	02/03/94	 	518227/1994	 	 	 	 	 	PENDING
	JAPAN	 	2A002JP1	 	UTL	 	01/23/92	 	010094/1992	 	 	 	 	 	PENDING
	JAPAN	 	2A002JPB	 	UTL	 	06/07/96	 	502319/1997	 	 	 	 	 	PENDING
	JAPAN	 	2A002JPC	 	UTL	 	06/07/96	 	502290/1997	 	 	 	 	 	PENDING







	JAPAN	 	2A002JPD	 	UTL	 	06/07/96	 	502318/1997	 	 	 	 	 	PENDING
	MEXICO	 	2A002MX0	 	UTL	 	02/03/94	 	94 0878	 	 	 	 	 	PENDING
	MEXICO	 	2A002MX1	 	UTL	 	01/23/92	 	9200294	 	08/25/98	 	189714	 	ISSUED
	MEXICO	 	2A002MXB	 	UTL	 	06/07/96	 	979656	 	 	 	 	 	PENDING
	MEXICO	 	2A002MXC	 	UTL	 	06/07/96	 	979859	 	 	 	 	 	PENDING
	MEXICO	 	2A002MXD	 	UTL	 	06/07/96	 	979773	 	 	 	 	 	PENDING
	NEW ZEALAND	 	2A002NZC	 	UTL	 	06/07/96	 	310893	 	 	 	 	 	PENDING
	NICARAGUA	 	2A002NIC	 	UTL	 	 	 	 	 	 	 	 	 	NOT MAILED
	NORWAY	 	2A002N00	 	UTL	 	01/21/92	 	932628	 	04/16/97	 	180418	 	ISSUED
	NORWAY	 	2A002NOC	 	UTL	 	06/07/96	 	P975585	 	 	 	 	 	PENDING
	POLAND	 	2A002PLC	 	UTL	 	06/07/96	 	P-323904	 	 	 	 	 	PENDING
	SINGAPORE	 	2A002SGC	 	UTL	 	06/07/96	 	9705599.4	 	 	 	 	 	PENDING
	SLOVAK REPUBLIC	 	2A002SKC	 	TUL	 	06/07/96	 	PV 1660-97	 	 	 	 	 	ABANDONED
	SOUTH KOREA	 	2A002KRC	 	UTL	 	06/07/96	 	97-709182	 	 	 	 	 	PENDING
	SRI LANKA	 	2A002LKC	 	UTL	 	06/07/96	 	11343	 	03/27/98	 	11343	 	ISSUED
	TURKEY	 	2A002TRC	 	UTL	 	06/07/96	 	1539	 	 	 	 	 	ABANDONED
	UKRAINE	 	2A002UAC	 	UTL	 	06/07/96	 	98010066	 	 	 	 	 	ABANDONED
	VIETNAM	 	2A002VNC	 	UTL	 	06/07/96	 	S19980013	 	 	 	 	 	PENDING
	WIPO	 	2A002WOB	 	UTL	 	06/07/96	 	PCT/US96/10956	 	 	 	 	 	NAT PHASE
	WIPO	 	2A002WOC	 	UTL	 	06/07/96	 	PCT/US96/10404	 	 	 	 	 	NAT PHASE
	WIPO	 	2A002WOD	 	UTL	 	06/07/96	 	PCT/US96/10919	 	 	 	 	 	NAT PHASE











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Exhibit 10.15