***Certain
                confidential information contained in this document, marked by brackets,
                has been omitted and filed with the Securities and Exchange Commission
                pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as
                amended.**




**LICENSE
      AGREEMENT**




This
      License Agreement (“ Agreement ”)
      is
      made by and between The Trustees of the University of Pennsylvania, a
      Pennsylvania nonprofit corporation, with offices located at 3160 Chestnut
      Street, Suite 200, Philadelphia, Pennsylvania 19104-6283 (“ Penn ”)
      and
      Targeted Genetics Corporation, a corporation organized and existing under the
      laws of Washington (“ Targeted ”),
      having a place of business at 1100 Olive Way, Suite 100, Seattle, Washington
      98101.





Subject
      to Section 12.11, this Agreement is effective as of the 1st day of June, 2002
      (“ Effective
      Date ”).





**RECITALS**




WHEREAS,
      Genovo, Inc., a corporation organized and existing under the laws of Delaware
      (“ Genovo ”),
      having a place of business at 512 Elmwood Avenue, Sharon Hill, PA 19079 and
      Penn
      are parties to the following three agreements, each dated as of June 30, 1995,
      and each as amended through the Effective Date (collectively sometimes called
      the “ Existing
      Agreements ”):
      that
      certain Sponsored Research Agreement, pursuant to which Genovo funded certain
      research at Penn relating to new strategies for gene therapy (“ Sponsored
      Research Agreement ”);
      that
      certain License Agreement Lung and Liver Fields pursuant to which Penn has
      granted certain licenses and other rights to Genovo relating to certain liver
      and lung fields (“ Liver/Lung
      License ”);
      and
      that certain License Agreement Additional Fields pursuant to which Penn has
      granted certain licenses and other rights to Genovo relating to certain other
      fields (“ Additional
      Fields License ”);
      and





WHEREAS,
      the Sponsored Research Agreement has now been terminated in accordance with
      that
      certain letter agreement between the parties dated February 27, 2001;
      and





WHEREAS,
      Penn owns and is a proprietor of certain intellectual property, including items
      developed under the Sponsored Research Agreement and items discovered or
      developed prior thereto and agreed to be subject to one or more of the Existing
      Agreements; and





WHEREAS,
      Genovo has become an Affiliate of Targeted in a transaction in which former
      shareholders of Genovo have become shareholders of Targeted; and




-1-




WHEREAS,
      Genovo and Targeted intend to pursue further research directed toward the
      development and improvement of gene therapy products and potential
      commercialization thereof in one or more applications, and Penn desires that
      they do so; and





WHEREAS,
      Penn has determined that the exploitation of such intellectual property and
      improvements thereto as described herein is in the best interests of Penn,
      is
      consistent with its educational and research missions and goals, and is likely
      to facilitate the accomplishment of the goals that originally supported the
      Existing Agreements; and





WHEREAS,
      The Wistar Institute of Anatomy and Biology (“ Wistar ”)
      is the
      joint owner with Penn of the United States patents and related pending
      applications and foreign counterparts thereof listed in Attachment 1
      (specifically, Penn docket H1255, hereafter the “ Penn/Wistar
      Patents ”);
      and





WHEREAS,
      Penn may, with Wistar’s written approval, enter into binding agreements for the
      granting of licenses with respect to the Penn/Wistar Patent Application;





NOW,
      THEREFORE, in consideration of the premises and of the promises and covenants
      contained herein and intending to be legally bound hereby, the parties agree
      as
      follows:





**ARTICLE
      1 - DEFINITIONS**




For
      the
      purposes of this Agreement, in addition to the other terms defined above or
      elsewhere in this Agreement, the following words and phrases shall have the
      meanings set forth herein.





1.1  “ **[*]** ,”
as
      to
      a product (and as to the point in time when this definition is referenced in
      this Agreement as to such product), means that such product **[*]** achieved
      the milestone in **[*]** and has
      since the achievement of such milestone progressed as applicable **[*]** set
      forth below:





(a)
            **[*]**on
                such product with the appropriate health regulatory authority(ies)
                in at
                least one Major Nation, and Targeted, a Covered Affiliate, or their
                collaborators or sublicensees**[*]**;





(b)
            **[*]**clinical trials of such product have been**[*]**within**[*]**year**[*]**for such product**[*]**,
                and Targeted, a Covered Affiliate, or their collaborators or sublicensees
                exert commercially reasonable efforts to conduct and complete**[*]**;





(c)
            where**[*]**trials were**[*]**for such product,**[*]**clinical trials of such product have been**[*]**within**[*]**years after the**[*]**of
                such**[*]**clinical trials, and Targeted, a Covered Affiliate, or their collaborators
                or sublicensees exert commercially reasonable efforts to conduct
                and
                complete such**[*]**trials of such product, including the**[*]**;




***Confidential
        Treatment Requested.**


-2-




(d)
            **[*]**clinical trials of such product have been**[*]**within**[*]**years after the**[*]**(or**[*]**years after the**[*]**where**[*]**trials were**[*]**for such product) clinical trials for such product, and Targeted,
                a
                Covered Affiliate, or their collaborators or sublicensees exert
                commercially reasonable efforts to conduct and complete such**[*]**clinical trials of such product, including the**[*]**;





(e)
            **[*]**for such product has been**[*]**with the appropriate health regulatory authority(ies) in at least
                one
                Major Nation within**[*]**years after the**[*]**for such product, and Targeted, a Covered Affiliate, or their
                collaborators or sublicensees exert commercially reasonable efforts
                to**[*]**of
                such**[*]**until at least one such**[*]**or
                until all**[*]**(it being understood that the product will no longer be in**[*]**if
                all such**[*]**in
                all Major Nations have been**[*]**;
                and





(f)
            such
                product**[*]**in
                at least one Major Nation within**[*]**such product by the appropriate health regulatory authority(ies)
                in that
                Major Nation (including**[*]**in
                such Major Nation);





provided,
      however, that (1) if Targeted **[*]** (even
      if, in Targeted’s **[*]** ,
      it is
      prudent for Targeted to do so), Targeted will not be considered to be exerting
      commercially reasonable efforts as to the conduct of such clinical trial; (2)
      the time periods specified in this Section as applied to a product shall be
      tolled during any period or periods in which Targeted is, beyond its reasonable
      control, prevented from developing such product by government-imposed
      moratoriums, laws or rulings that prevent others generally from developing
      similar products, it being understood that if a clinical trial is halted or
      suspended because of **[*]** to
      Targeted’s conduct of the trial, such action will not toll the time periods
      specified in this Section as applied to the product involved in such
      trial ;
      and (3)
      if at any time or times Targeted believes that it may not be able to advance
      a
      particular product through one or more of the above stages of development within
      any of the specific time periods specified in this Section (whether or not
      due
      to factors described in clause (2) above), it may so notify Penn, together
      with
      a reasonably detailed description of the factors or reasons why Targeted
      believes it should nevertheless continue to be considered to have such product
      under **[*]**  whereupon
      Penn and Targeted will over a period of at least **[*]** to reach
      agreement on extension(s) to such time period(s) as shall be reasonable in
      the
      circumstances .





1.2  “ Affiliate ”
of
      an
      entity means and includes the entities that, directly or indirectly, own or
      control more than 50% of the voting interests (or equivalent control) of such
      entity (“ Parent ”),
      or
      more than 50% of the voting interests (or equivalent control) of which is,
      directly or indirectly, owned or controlled by such entity or its Parent.
“ Affiliated ”
refers
      to Affiliates. “ Covered
      Affiliate ”
refers
      to an affiliate of Targeted that has agreed in writing to be bound by Targeted’s
      rights and obligations under this Agreement; Penn acknowledges that Genovo,
      by
      its signature agreeing to be bound by all the terms and obligations of Targeted
      below, is a Covered Affiliate.


***Confidential
          Treatment Requested.**
 -3-




1.3  “ Bankruptcy
      Event ”
means
      voluntary or involuntary proceedings by or against Targeted are instituted
      in
      bankruptcy or under any insolvency law, or a receiver or custodian is appointed
      for Targeted, or proceedings are instituted by or against Targeted for corporate
      reorganization or the dissolution of Targeted, which proceedings, if
      involuntary, shall not have been dismissed within sixty (60) days after the
      date
      of filing, or Targeted makes an assignment for the benefit of creditors, or
      substantially all of the assets of Targeted are seized or attached and not
      released within sixty (60) days thereafter.





1.4  “ **[*]** ”
      includes **[*]** .





1.5  “ Calendar
      Quarter ”
means
      each three-month period, or any portion thereof, beginning on January 1, April
      1, July 1 and October 1.





1.6  “ Calendar
      Year ”
means
      a
      period of twelve (12) months beginning on January 1 and ending on December
      31.





1.7  “ **[*]** Field ”
means
      the prevention, treatment or cure of **[*]** whether
      by *in
      vivo* or *ex
      vivo* means
      (together with preparation, research, development, and attempts to do the
      foregoing).





1.8  “ Confidential
      Information ”
means
      and includes all technical information, inventions, developments, discoveries,
      software, know-how, methods, techniques, formulae, data, processes and other
      proprietary ideas, whether or not patentable or copyrightable, that Penn
      identifies as confidential or proprietary at the time it is delivered or
      communicated to Targeted.





1.9  " **[*]** "
      means,
      with respect to a Penn Licensed Product: (a) the **[*]** (or its
      equivalent) filed on such Penn Licensed Product in any Major Nation; and (b)
      up
      to **[*]** additional **[*]** each of
      which is **[*]** ,
      and for
      which **[*]** within
      the next **[*]** years
      for a Penn Licensed Product incorporating the same **[*]** as such
      Penn Licensed Product and/or **[*]** of up to **[*]** additional **[*]** in such
      Penn Licensed Product. Targeted shall designate the additional **[*]** and
      additional **[*]** referred
      to in clause (b) within **[*]** following the **[*]** on such
      Penn Licensed Product in any Major Nation; provided, however, that as to Penn
      Licensed Products covered by Group 2 Patents, Targeted may designate such
      additional **[*]** and
      additional **[*]** at an
      earlier time as described in Section 4.2.3. If, within such **[*]** following the **[*]** or
      equivalent referred to in clause (a), none of Targeted or its Affiliates or
      licensees has actually **[*]** or
      equivalent in at least one Major Nation for a Penn Licensed Product directed
      to
      a **[*]** that was
      so designated, then that **[*]** shall
      from that time forward no longer be among the **[*]** with
      respect to the Penn Licensed Product that was the subject **[*]** referred
      to in clause (a).




***Confidential
        Treatment Requested.**


-4-




1.10  “ Fair
      Market Value ”
means:





1.10.1  in
      the
      case of a Sale, the cash consideration which Targeted or its Covered Affiliate
      or sublicensee would realize from an unaffiliated, unrelated buyer under no
      obligation to buy in an arm’s length sale of an identical item sold in the same
      quantity and at the same time and place of the transaction; or





1.10.2  in
      the
      case of a transaction other than a Sale, the cash consideration which a willing
      party would realize from an unaffiliated, unrelated third party under no
      obligation to transact in an arm’s length transaction of the same type and at
      the same time and place of transaction; provided, however, that where Sales
      or
      other transactions are made in connection with patient assistance programs
      or
      other charitable purposes or to physicians or hospitals for promotional
      purposes, “Fair Market Value” for purposes hereof shall mean the actual
      consideration received, if any.




1.11  “ Federal
      Government Interest ”
means
      the rights of the United States Government under Public Laws 96-517, 97-256
      and
      98-620, codified at 35 U.S.C. 200-212, and any regulations issued thereunder,
      as
      such statute or regulations may be amended from time to time
      hereafter.





1.12  “ **[*]** ”
means **[*]** .





1.13  “ **[*]** Letter Agreement ”
means
      that certain letter agreement among **[*]** dated as
      of August 27, 1999, as amended through the Effective Date.





1.14  “ **[*]** Field ”
means
      the prevention, treatment, or cure of **[*]** whether
      by *in
      vivo* or *ex
      vivo* means
      (together with preparation, research, development, and attempts to do the
      foregoing).





1.15  “ Major
      Nation(s)” means
      any one or more of Canada, France, Germany, Japan, the United Kingdom, or the
      United States. It is agreed for the avoidance of doubt that any filings or
      other
      actions or proceedings with or in the European Agency for the Evaluation of
      Medicinal Products or its successor will be considered to be with or in the
      health regulatory agency in at least one Major Nation.





1.16  “ Net
      Sales ”
means
      the gross sales amounts or, if such consideration is in a form other than cash
      or cash equivalents, the Fair Market Value, received by Targeted or its Covered
      Affiliates or their sublicensees from the Sale of any Penn Licensed Product(s),
      less qualifying costs directly attributable to such Sale borne by Targeted,
      its
      Covered Affiliate or their sublicensees. Such qualifying costs shall be limited
      to the following:





1.16.1  Discounts,
      in amounts customary in the trade, for quantity purchases, prompt payments
      and
      for wholesalers and distributors;


***Confidential
          Treatment Requested.**
 -5-




1.16.2  Credits
      or refunds, not exceeding the original invoice amount, for claims or
      returns;





1.16.3  Prepaid
      outbound packing, transportation expenses and transportation insurance
      premiums;





1.16.4  Sales
      and
      use taxes and other fees imposed by a governmental agency; and





1.16.5  Retroactive
      price reductions or rebates as required by law,





all
      in
      accordance with U.S. generally accepted accounting principles consistently
      applied.





1.17  “ Non-Targeted
      Party ”
means
      any person or entity that is not Penn, Targeted, an Affiliate of Penn, a Covered
      Affiliate, a sublicensee of Targeted or of a Covered Affiliate (which term
      refers to persons or entities to the extent acting under an express sublicense
      of rights of Targeted or a Covered Affiliate under this Agreement), or another
      collaborator or distributor of Targeted, a Covered Affiliate, or their
      sublicensees.





1.18  “ Penn
      Licensed Product(s) ”
means





1.18.1  products
      that in the absence of this Agreement would, where and when made, used, sold,
      or
      imported, infringe at least one issued claim or pending claim of Penn Patent
      Rights; and





1.18.2  products
      that are made using a process or machine that in the absence of this Agreement
      would, where and when used, infringe at least one issued claim or pending claim
      of Penn Patent Rights.





All
      Penn
      Licensed Products intended to **[*]** shall be
      considered **[*]** Penn
      Licensed Product for purposes of Sections 4.1 and 4.3.





1.19  “ **[*]** ”
means **[*]** .




1.20  “ Penn
        Patent Rights ”
means
        those patents and patent applications listed in Attachment 1 to this Agreement
        and all foreign counterparts thereof, as well as continuation,
        continuation-in-part, provided that such continuation-in-part relates directly
        to existing patents or patent applications and not to any new matter, divisional
        and re-issue applications thereof, together with any and all patents issuing
        thereupon or upon any foreign counterparts thereof; provided, however, that
        Targeted and Genovo acknowledge that the invention relating to **[*]** ,
        was
        made at Penn following **[*]** .
        Targeted and Genovo hereby acknowledge that they have no rights in this
        invention relating to **[*]** ,
        as
        defined in these applications and divisionals, continuations, re-examinations,
        re-issues, and any foreign counterparts thereof, and any patents issuing
        therefrom. Targeted and Genovo agree that they will not make or pursue any
        claims that this invention as so defined is or should have been part of the
        Penn
        Patent Rights.




***Confidential
        Treatment Requested.**


-6-




1.20.1  “ Group
      1 Patents ”
means
      those Penn Patent Rights that are so designated in Attachment 1.





1.20.2  “ Group
      2 Patents ”
means
      those Penn Patent Rights that are so designated in Attachment 1.





1.20.3  “ Group
      3 Patents ”
means
      those Penn Patent Rights that are so Designated in Attachment 1.





1.20.4  “ Group
      4 Patents ”
means
      those Penn Patent Rights that are so designated in Attachment 1.





1.20.5  “ Group
      5 Patents ”
means
      those Penn Patent Rights that are so designated in Attachment 1.




1.21  “ Penn
      Technical Information ”
means
      research and development information, unpatented inventions, know-how, and
      technical data developed by Dr. James Wilson, or other employees of Penn with
      a
      duty to assign their rights to Penn, under the Sponsored Research Agreement
      designated in Attachment 2 or described in the Penn Patent Rights, and not
      otherwise covered by Penn Patent Rights.





1.22  “ Phase
      I Trials ”
      “ Phase
      II Trials ”
and
      “ Phase
      III Trials ”
mean,
      respectively, human clinical trials designated by the U.S. Food and Drug
      Administration (FDA) as Phase I, Phase II (or Phase I/II), or Phase III
      trials.





1.23  “ Sale ”
means
      any bona fide transaction for which consideration is received or expected for
      the sale, use, lease, transfer, or other disposition of Penn Licensed
      Product(s); provided, however, that the sale, lease, transfer, or other
      disposition of any Penn Licensed Product between Targeted, its Covered
      Affiliates, or their sublicensees, and another entity in such group, other
      than
      to a non-Covered-Affiliate distributor or to an end user, shall not be
      considered a Sale. In such cases, “Net Sales” hereunder shall be determined
      using the invoiced or otherwise recognized sales price by the transferee party,
      Covered Affiliate, or sublicensee to the non-Covered-Affiliate distributor
      or
      the end user, less the qualifying costs allowed under Section 1.16. A Sale
      of
      Penn Licensed Product(s) shall be deemed completed at the time Targeted, its
      Covered Affiliate or their sublicensee invoices, ships, or receives payment
      for
      such Penn Licensed Product(s), whichever occurs first. Sale shall not include
      any use of Penn Licensed Products in preclinical work, clinical trials, or
      internal research by Targeted, its Covered Affiliates, or their sublicensees
      or
      other collaborators, distributors, or contractors, or **[*]** .




***Confidential
        Treatment Requested.**


-7-




1.24  “ Senior
      Officer(s) ”
means,
      as to Targeted at any relevant time, the then-incumbent Chief Executive Officer
      of Targeted, and as to Penn at any relevant time, the Managing Director, Center
      for Technology Transfer.





1.25  “ **[*]** Field ”
means
      the prevention, treatment, or cure of any disease or diseases in whole or in
      part through **[*]** ,
      whether
      by *in
      vivo* or *ex
      vivo* means
      (together with preparation, research, development, and attempts to do the
      foregoing). For purposes hereof, the **[*]** are more
      fully described in Attachment 3.





**ARTICLE
      2 - LICENSE GRANT** **S
      AND DILIGENCE**




2.1  Group
      1 Patents .





2.1.1  Group
      1 License Grant .
      Penn
      hereby grants to Targeted and the Covered Affiliates for the term of this
      Agreement the worldwide right and license, with the right to grant sublicenses,
      to develop, have developed, make, have made, use, have used, import, have
      imported, sell, offer for sale and have sold Penn Licensed Products under the
      Group 1 Patents **[*]** to
      Targeted.





2.1.2  Group
      1 Diligence Outside the **[*]** Field
      and the **[*]** Field . Penn
      shall have the right, at its option, to **[*]** the
      right and license under this Section 2.1 from **[*]** outside
      of the **[*]** Field
      and also outside of the **[*]** Field,
      if Targeted **[*]** of the
      following conditions, provided that, except as to the condition stated in clause
      (e) below, Penn exercises such right by written notice to Targeted within **[*]** after
      Penn's receipt of Targeted's Development Plan for the period in which such
      condition was due, or receipt of explicit written notice from Targeted, in
      response to Penn's written inquiry, that such condition has not been satisfied,
      whichever occurs first, and that Penn gives Targeted at least **[*]** prior
      notice of Penn’s intention to exercise such right:





(a)
            Targeted
                and its Affiliates and sublicensees**[*]**covered by the Group 1 Patents prior to the end of the**[*]**;





(b)
            Targeted
                and its Affiliates and sublicensees**[*]**at
                any time after the**[*]**anniversary of the Effective Date, to have**[*]**trials utilizing and exercising commercially reasonable progress
                toward**[*]**,
                without**[*]**,
                for at least**[*]**under the Group 1 Patents for use outside of both the**[*]**Field and the**[*]**Field;





(c)
            Targeted
                and its Affiliates and sublicensees**[*]**at
                any time after the**[*]**anniversary of the Effective Date, to have**[*]**trials utilizing and exercising commercially reasonable progress
                toward**[*]**,
                without**[*]**,
                for at least**[*]**under the Group 1 Patents for use outside of both the**[*]**Field and the**[*]**Field;




***Confidential
        Treatment Requested.**


-8-




(d)
            Targeted
                and its Affiliates and sublicensees**[*]**,
                at any time after the**[*]**anniversary of the Effective Date, to have**[*]**trials utilizing and exercising commercially reasonable progress
                toward**[*]**,
                without**[*]**,
                for at least**[*]**under the Group 1 Patents for use outside of both the**[*]**Field and the**[*]**Field; or





(e)
            Targeted,
                its Affiliates, and sublicensees**[*]**,
                at any time after the**[*]**anniversary of the Effective Date, to have**[*]**at
                least**[*]**under the Group 1 Patents for use outside of both the**[*]**Field and the**[*]**Field.





2.1.3  Group
      1 Specific- **[*]** Sublicenses after Year **[*]** . **[*]** ,
      Targeted shall make non-exclusive, commercial-use **[*]** under
      the Group 1 Patents available to third parties on commercially reasonable terms,
      provided that (unless Targeted **[*]** in its
      discretion): (a) each such sublicense is restricted to **[*]** ;
      (b)
      such **[*]** is(are)
      not the subject of any sublicense previously granted by Targeted or its
      Affiliates on an exclusive basis, nor is any such exclusive sublicense with
      respect to such **[*]** then in
      active negotiation; (c) such sublicense does not permit use in or application
      to
      the **[*]** Field or
      in or to the **[*]** Field or
      in or to the **[*]** Field;
      and (d) such sublicense does not permit use or application to any product in
      an **[*]** applicable to any Penn Licensed Product that is then in **[*]** by
      Targeted, its Affiliates or their licensees. Where Targeted has **[*]** for such
      a sublicense and **[*]** within **[*]** thereafter, Targeted shall either inform Penn **[*]** ,
      together with a statement of the terms on which **[*]** ,
      or else
      Targeted shall **[*]** ,
      then
      Penn shall have the right to **[*]** ,
      provided that **[*]** under
      clauses (a) - (d) above (reading references to **[*]** to refer **[*]** ,
      and
      recognizing that Penn will **[*]** criteria
      under clauses (b) and (d) **[*]** with
      relevant information with respect thereto), and **[*]** .





2.1.4  Group
      1 Diligence in the **[*]** Field .
      Penn
      shall have the right, at its option, to **[*]** the
      right and license under this Section 2.1 **[*]** in the **[*]** Field if
      Targeted and its Affiliates and sublicensees **[*]** ,
      at any
      time after the **[*]** anniversary of the Effective Date, to have **[*]** at least **[*]** under
      the Group 1 Patents for use in the **[*]** Field,
      provided that Penn gives Targeted at **[*]** prior
      notice of Penn’s intention to exercise such right.





2.1.5  Group
      1 Diligence in the **[*]** Field .
      Penn
      shall have the right, at its option, to **[*]** the
      right and license under this Section 2.1 **[*]** in the **[*]** Field if
      Targeted and its Affiliates and sublicensees **[*]** ,
      at any
      time after the **[*]** anniversary of the Effective Date, to have **[*]** at least **[*]** under
      the Group 1 Patents for use in the **[*]** Field,
      provided that Penn gives Targeted at least **[*]** prior
      notice of Penn’s intention to exercise such right.





2.2  Group
      2 Patents .




2.2.1  Group
      2 License Grant .
      Penn
      hereby grants to Targeted and the Covered Affiliates for the term of this
      Agreement the worldwide right and license, with the right to grant sublicenses,
      to develop, have developed, make, have made, use, have used, import, have
      imported, sell, offer for sale and have sold Penn Licensed Products under the
      Group 2 Patents **[*]** .




***Confidential
        Treatment Requested.**


-9-





2.2.2  Group
      2 Licenses to **[*]** .
      Penn
      retains the right to license **[*]** (“ **[*]** ”)
      non-exclusively to develop, have developed, make, have made, use, have used,
      import, have imported, sell, offer for sale and have sold Penn Licensed Products
      under the Group 2 Patents solely **[*]** Field,
      and solely in conjunction with **[*]** ’s
      proprietary **[*]** technology that exists as of the Effective Date, including any improvements
      and
      modifications thereof, (currently referred to as **[*]** ’s
      “ **[*]** ”
and
      “ **[*]** ”
      technologies, including any modifications and improvements of the foregoing,
      and
      inclusive of subsequent improvements thereto, provided that the technology
      remains a **[*]** operably
      linked to some **[*]** proprietary **[*]** technology) and that is substantial and necessary to be used for such
      development, making, use, importation or sale of such Penn Licensed Products;
      provided, however, that:





(a)
            **[*]**may be permitted to grant sublicenses under such license, provided
                that
                the sublicensee is similarly bound to use such Penn Licensed Patents
                solely in conjunction with such**[*]**proprietary**[*]**technology; and





(b)
            Notwithstanding
                the foregoing in any transaction or transactions between**[*]**or
                its sublicensees on the one hand and either Targeted or**[*]**on
                the other, in any such transaction(s), rights to the Group 2 Patents
                will
                be obtained from Targeted based upon its rights under this Agreement
                and/or**[*]**based upon its sublicense from
                Targeted.





2.2.3  Group
      2 Specified **[*]** Sublicenses in Years **[*]** . **[*]** ,
      Targeted shall make non-exclusive, commercial-use **[*]** under
      the Group 2 Patents available to third parties on commercially reasonable terms,
      provided that (unless Targeted **[*]** in its
      discretion): (a) each such sublicense is restricted to **[*]** ;
      (b)
      neither such **[*]** ,
      nor the
      delivery thereof, are at the time such sublicense is sought or under negotiation
      the subject of any on-going research, development, regulatory or commercial
      project at Targeted or its Affiliates in which at least one of the **[*]** has been **[*]** ;
      (c)
      such **[*]** is(are)
      not the subject of any sublicense previously granted by Targeted or its
      Affiliates on an exclusive basis, nor is any such exclusive sublicense with
      respect to such **[*]** then in
      active negotiation; (d) such third party or its Affiliate is then actively
      funding substantial and on-going research at Penn in the Institute for Human
      Gene Therapy; (e) such sublicense does not permit use in or application to
      the **[*]** Field or
      in or to the **[*]** Field or
      in or to the **[*]** Field;
      and (f) such sublicense does not permit use or application to an **[*]** applicable to any Penn Licensed Product that is then either in **[*]** by
      Targeted or its Affiliates or that is otherwise then the subject of any on-going
      research, development, regulatory or commercial project at Targeted, its
      Affiliates or their licensees in which at least **[*]** and as
      to which the **[*]** have
      been determined pursuant to Section 1.9 or Section 4.2.3. Where Targeted has **[*]** for such
      a sublicense and **[*]** within **[*]** thereafter, Targeted shall either inform Penn of [*] ,
      together with a statement of the terms on which **[*]** ,
      or else
      Targeted shall **[*]** ,
      then
      Penn shall have the right to **[*]** ,
      provided that **[*]** under
      clauses (a) - (f) above (reading references to **[*]** to refer **[*]** ,
      and
      recognizing that Penn will **[*]** .


***Confidential
          Treatment Requested.**
 -10-




2.2.4  Group
      2 Specified **[*]** Sublicenses after **[*]** . **[*]** ,
      Targeted shall make non-exclusive, commercial-use **[*]** under
      the Group 2 Patents available to third parties on commercially reasonable terms,
      provided that (unless Targeted **[*]** in its
      discretion): (a) each such sublicense is restricted to **[*]** identified in such sublicense; (b) such **[*]** is(are)
      not the subject of any sublicense previously granted by Targeted or its
      Affiliates on an exclusive basis, nor is any such exclusive sublicense with
      respect to such **[*]** then in
      active negotiation; (c) such sublicense does not permit use in or application
      to
      the **[*]** Field or
      in or to the **[*]** Field or
      in or to the **[*]** Field;
      and (d) such sublicense does not permit use or application to an **[*]** applicable to any Penn Licensed Product that is then in **[*]** by
      Targeted, its Affiliates or their licensees. Where Targeted has **[*]** and **[*]** within **[*]** thereafter, Targeted shall either inform Penn **[*]** ,
      together with a statement of the terms on which **[*]** ,
      or else
      Targeted shall **[*]** then
      Penn shall have the right to **[*]** ,
      provided that **[*]** under
      clauses (a) - (d) above (reading references to **[*]** to refer **[*]** and
      recognizing that Penn will **[*]** .





2.2.5  Group
      2 Diligence outside the **[*]** Field
      and the **[*]** Field .
      Penn
      shall have the right, at its option, to **[*]** the
      right and license under this Section 2.2 **[*]** outside
      of the **[*]** Field
      and also outside of the **[*]** Field,
      if Targeted and its Affiliates and sublicensees **[*]** ,
      at any
      time after the **[*]** anniversary of the Effective Date, to have **[*]** at least **[*]** under
      the Group 2 Patents for use outside of both the **[*]** Field
      and the **[*]** Field,
      provided that Penn gives Targeted at least **[*]** prior
      notice of Penn’s intention to exercise such right. Targeted shall have the
      right, at its option and by notice to Penn given at any time on or before the **[*]** anniversary of the Effective Date, to **[*]** the
      right and license under this Section 2.2 (or with respect to one or more of
      the
      Penn Patent Rights included in Group 2) **[*]** outside
      the **[*]** Field
      and the **[*]** Field
      from the date of such notice forward.





2.2.6  Group
      2 Diligence in the **[*]** Field .
      Penn
      shall have the right, at its option, to **[*]** the
      right and license under this Section 2.2 **[*]** in the **[*]** Field if
      Targeted and its Affiliates and sublicensees **[*]** ,
      at any
      time after the **[*]** anniversary of the Effective Date, to have **[*]** at least **[*]** under
      the Group 2 Patents for use in the **[*]** Field,
      provided that Penn gives Targeted at least **[*]** prior
      notice of Penn’s intention to exercise such right. Targeted shall have the
      right, at its option and by notice to Penn given at any time on or before the **[*]** anniversary of the Effective Date, to **[*]** the
      right and license under this Section 2.2 (or with respect to one or more of
      the
      Penn Patent Rights included in Group 2) **[*]** in the **[*]** Field
      from the date of such notice forward.


2.2.7  Group
      2 Diligence in the **[*]** Field .
      Penn
      shall have the right, at its option, to **[*]** the
      right and license under this Section 2.2 **[*]** in the **[*]** Field if
      Targeted and its Affiliates and sublicensees **[*]** ,
      at any
      time after the **[*]** anniversary of the Effective Date, to have **[*]** at least **[*]** under
      the Group 2 Patents for use in the **[*]** Field,
      provided that Penn gives Targeted at least **[*]** prior
      notice of Penn’s intention to exercise such right. Targeted shall have the
      right, at its option and by notice to Penn given at any time on or before the **[*]** anniversary of the Effective Date, to **[*]** the
      right and license under this Section 2.2 (or with respect to one or more of
      the
      Penn Patent Rights included in Group 2) **[*]** in **[*]** Field
      from the date of such notice forward.




***Confidential
        Treatment Requested.**


-11-




2.3  Group
      3 Patents .





2.3.1  Group
      3 License Grant .
      Penn
      hereby grants to Targeted and the Covered Affiliates for the term of this
      Agreement the worldwide right and license, with the right to grant sublicenses,
      to develop, have developed, make, have made, use, have used, import, have
      imported, sell, offer for sale and have sold Penn Licensed Products under the
      Group 3 Patents in **[*]** .





2.3.2  Group
      3 Specified **[*]** Sublicenses after Year **[*]** . **[*]** ,
      Targeted shall make non-exclusive, commercial-use **[*]** under
      the Group 3 Patents available to third parties on commercially reasonable terms,
      provided that (unless Targeted **[*]** in
      its
      discretion): (a) each such sublicense is restricted to **[*]** identified in such sublicense; (b) such **[*]** is(are)
      not the subject of any sublicense previously granted by Targeted or its
      Affiliates on an exclusive basis, nor is any such exclusive sublicense with
      respect to such **[*]** then in
      active negotiation; (c) such sublicense does not permit use in or application
      to
      the **[*]** Field or
      in or to the **[*]** Field or
      in or to the **[*]** Field;
      and (d) such sublicense does not permit use or application to any product in
      an **[*]** applicable to any Penn Licensed Product that is then in **[*]** by
      Targeted, its Affiliates or their licensees. Where Targeted has **[*]** and **[*]** within **[*]** thereafter, Targeted shall either inform Penn **[*]** ,
      together with a statement of the terms on which **[*]** ,
      or else
      Targeted shall **[*]** under
      the Group 3 Patents, provided that **[*]** under
      clauses (a) - (d) above (reading references therein to **[*]** to refer **[*]** and
      recognizing that Penn will **[*]** ).





2.3.3  Group
      3 Diligence outside the **[*]** Field
      and the **[*]** Field .
      Penn
      shall have the right, at its option, to **[*]** the
      right and license under this Section 2.3 **[*]** outside
      of the **[*]** Field
      and also outside of the **[*]** Field,
      if Targeted and its Affiliates and sublicensees **[*]** ,
      at any
      time after the **[*]** anniversary of the Effective Date, to have **[*]** at least **[*]** under
      the Group 3 Patents for use outside of both the **[*]** Field
      and the **[*]** Field,
      provided that Penn gives Targeted at least **[*]** prior
      notice of Penn’s intention to exercise such right. Targeted shall have the
      right, at its option and by notice to Penn given at any time on or before the **[*]** anniversary of the Effective Date, to **[*]** the
      right and license under this Section 2.3 (or with respect to one or more of
      the
      Penn Patent Rights included in Group 3) **[*]** outside
      the **[*]** Field
      and the **[*]** Field
      from the date of such notice forward.





2.3.4  Group
      3 Diligence in the **[*]** Field .
      Penn
      shall have the right, at its option, to **[*]** the
      right and license under this Section 2.3 **[*]** in the **[*]** Field if
      Targeted and its Affiliates and sublicensees **[*]** ,
      at any
      time after the **[*]** anniversary of the Effective Date, to have **[*]** at least **[*]** under
      the Group 3 Patents for use in the **[*]** Field,
      provided that Penn gives Targeted at least **[*]** prior
      notice of Penn’s intention to exercise such right. Targeted shall have the
      right, at its option and by notice to Penn given at any time on or before the **[*]** anniversary of the Effective Date, to **[*]** the
      right and license under this Section 2.3 (or with respect to one or more of
      the
      Penn Patent Rights included in Group 3) **[*]** in the **[*]** Field
      from the date of such notice forward.




***Confidential
        Treatment Requested.**


-12-




2.3.5  Group
      3 Diligence in the **[*]** Field .
      Penn
      shall have the right, at its option, to **[*]** the
      right and license under this Section 2.3 **[*]** in the **[*]** Field if
      Targeted and its Affiliates and sublicensees **[*]** ,
      at any
      time after the **[*]** anniversary of the Effective Date, to have **[*]** at least **[*]** under
      the Group 3 Patents for use in the **[*]** Field,
      provided that Penn gives Targeted at least **[*]** prior
      notice of Penn’s intention to exercise such right. Targeted shall have the
      right, at its option and by notice to Penn given at any time on or before the **[*]** anniversary of the Effective Date, to **[*]** the
      right and license under this Section 2.3 (or with respect to one or more of
      the
      Penn Patent Rights included in Group 3) **[*]** in the **[*]** Field
      from the date of such notice forward.





2.4  Group
      4 Patents .





2.4.1  Group
      4 License Grant .
      Penn
      hereby grants to Targeted and the Covered Affiliates for the term of this
      Agreement the worldwide right and license, with the right to grant sublicenses,
      to develop, have developed, make, have made, use, have used, import, have
      imported, sell, offer for sale and have sold Penn Licensed Products under the
      Group 4 Patents **[*]** .





2.4.2  Group
      4 Diligence in the **[*]** Field .
      Penn
      shall have the right, at its option, to **[*]** the
      right and license under this Section 2.4 **[*]** in the **[*]** Field if
      Targeted and its Affiliates and sublicensees **[*]** ,
      at any
      time after the **[*]** anniversary of the Effective Date, to have **[*]** at least **[*]** under
      the Group 4 Patents for use in the **[*]** Field,
      provided that Penn gives Targeted at least **[*]** prior
      notice of Penn’s intention to exercise such right. Targeted shall have the
      right, at its option and by notice to Penn given at any time on or before the **[*]** anniversary of the Effective Date, to **[*]** the
      right and license under this Section 2.4 (or with respect to one or more of
      the
      Penn Patent Rights included in Group 4) **[*]** in the **[*]** Field
      from the date of such notice forward.





2.4.3  Group
      4 Diligence in the **[*]** Field .
      Penn
      shall have the right, at its option, to **[*]** the
      right and license under this Section 2.4 **[*]** in the **[*]** Field if
      Targeted and its Affiliates and sublicensees **[*]** ,
      at any
      time after the **[*]** anniversary of the Effective Date, to have **[*]** at least **[*]** under
      the Group 4 Patents for use in the **[*]** Field,
      provided that Penn gives Targeted at least **[*]** prior
      notice of Penn’s intention to exercise such right. Targeted shall have the
      right, at its option and by notice to Penn given at any time on or before the **[*]** anniversary of the Effective Date, to **[*]** the
      right and license under this Section 2.4 (or with respect to one or more of
      the
      Penn Patent Rights included in Group 4) **[*]** in the **[*]** Field
      from the date of such notice forward.





2.5  Group
      5 Patents .




2.5.1  Group
      5 License Grant .
      Penn
      hereby grants to Targeted and the Covered Affiliates for the term of this
      Agreement the worldwide right and license, with the right to grant sublicenses,
      to develop, have developed, make, have made, use, have used, import, have
      imported, sell, offer for sale and have sold Penn Licensed Products under the
      Group 5 Patents **[*]** .




***Confidential
        Treatment Requested.**


-13-




2.5.2  Group
      5 Diligence in the **[*]** Field .
      Penn
      shall have the right, at its option, to **[*]** the
      right and license under this Section 2.5 **[*]** in the **[*]** Field if
      Targeted and its Affiliates and sublicensees **[*]** ,
      at any
      time after the **[*]** anniversary of the Effective Date, to have **[*]** at least **[*]** under
      the Group 5 Patents for use in the **[*]** Field,
      provided that Penn gives Targeted at least **[*]** prior
      notice of Penn’s intention to exercise such right. Targeted shall have the
      right, at its option and by notice to Penn given at any time on or before the **[*]** anniversary of the Effective Date, to **[*]** the
      right and license under this Section 2.5 (or with respect to one or more of
      the
      Penn Patent Rights included in Group 5) **[*]** in **[*]** Field
      from the date of such notice forward.





2.5.3  Group
      5 Diligence in the **[*]** Field .
      Penn
      shall have the right, at its option, to **[*]** the
      right and license under this Section 2.5 **[*]** in the **[*]** Field if
      Targeted and its Affiliates and sublicensees **[*]** ,
      at any
      time after the **[*]** anniversary of the Effective Date, to have **[*]** at least **[*]** under
      the Group 5 Patents for use in the **[*]** Field,
      provided that Penn gives Targeted at least **[*]** prior
      notice of Penn’s intention to exercise such right. Targeted shall have the
      right, at its option and by notice to Penn given at any time on or before the **[*]** anniversary of the Effective Date, to **[*]** the
      right and license under this Section 2.5 (or with respect to one or more of
      the
      Penn Patent Rights included in Group 5) **[*]** in **[*]** Field
      from the date of such notice forward.





2.6  No
      Implied Diligence. Targeted’s diligence obligations with respect to this Agreement and the licenses
      granted hereunder are as explicitly stated in this Article 2, and no other
      or
      additional diligence or efforts obligations are implied, nor shall any be
      inferred.





2.7  Retained
      Research Rights .
      For all
      exclusive licenses granted under this Article 2: (i) Penn retains the reserved
      right to use, and to permit other for-profit or nonprofit organizations to
      use,
      the Penn Patent Rights strictly for educational and for research purposes and
      to
      use or commercialize the results thereof, provided that any and all such
      commercialization of results, if not otherwise sublicensed by Targeted in its
      sole discretion and without obligation to do so, may be done, and is done,
      without any further use of or commercialization of any of the Penn Patent Rights
      within the scope of any exclusive rights of Targeted or the Covered Affiliates
      hereunder, and that such restriction is incorporated into a written agreement
      with such organization; and (ii) Wistar retains the reserved right to use and
      permit other for-profit or nonprofit organizations to use the Penn/Wistar Patent
      strictly for educational and research purposes and to use or commercialize
      the
      results thereof, provided that any and all such commercialization of results,
      if
      not otherwise sublicensed by Targeted in its sole discretion and without
      obligation to do so, may be done, and is done, without any further use of or
      commercialization of any of the Penn Patent Rights within the scope of any
      exclusive rights of Targeted or the Covered Affiliates hereunder, and that
      such
      restriction is incorporated into a written agreement with such organization.




***Confidential
          Treatment Requested.**
 -14-


2.8  Government
      Interest .
      Targeted acknowledges that in accordance with the Federal Government Interest,
      the United States government retains certain rights in intellectual property
      funded in whole or part under any contract, grant or similar agreement with
      a
      Federal agency, including but not limited to the requirement that Penn Licensed
      Products subject to Sale in the United States must be substantially manufactured
      in the United States. The license grant of this Article 2 is expressly subject
      to all of such rights.





2.9  Penn
      Technical Information .
      Penn,
      to the extent it has rights in the Penn Technical Information, hereby
      irrevocably grants Targeted and the Covered Affiliates a non-exclusive,
      royalty-free, paid-up right and license, without right to sublicense, to make,
      use, sell, import, reproduce, disclose and otherwise exploit the same during
      and
      after the term of this Agreement.




2.10  No
      Implied Licenses .
      No
      other rights or licenses are granted by implication hereunder. Targeted
      acknowledges that Penn shall have the right, in its sole discretion and without
      obligation to Targeted, to grant other parties licenses under the Penn Patent
      Rights so long as the same do not conflict with, and are not within the scope
      of, any of the exclusive rights or licenses granted hereunder to Targeted and
      the Covered Affiliates.





**ARTICLE
      3 - SUBLICENSES**





3.1  The
      right
      to sublicense conferred upon Targeted and the Covered Affiliates under this
      Agreement shall be subject to the following conditions:





3.1.1  Any
      sublicenses shall be subject to the terms and conditions granted to Targeted
      and
      the Covered Affiliates under this Agreement.





3.1.2  No
      sublicensee (excluding, for this purpose, **[*]** under
      that certain **[*]** ,
      among **[*]** ,
      as
      amended, and **[*]** under
      the **[*]** Letter
      Agreement, but including, for this purpose, any sub-sublicensee of **[*]** under
      such agreement(s)) shall have the power to grant further sublicenses without
      the
      express approval of Penn, which approval shall not be unreasonably
      withheld.





3.1.3  Targeted
      shall forward to Penn, within thirty (30) days of execution, a complete and
      accurate copy written in the English language of each sublicense granted
      hereunder for which Targeted has exclusive rights. Penn’s receipt of such
      sublicense shall not constitute an approval of such sublicense or a waiver
      of
      any of Penn’s rights or Targeted’s obligations hereunder.





3.1.4  Targeted
      shall not grant any sublicense under any Penn Patent Rights in fields where
      Targeted has non-exclusive license rights hereunder unless:




***Confidential
        Treatment Requested.**
 -15-




(a)
            such
                license to Targeted hereunder was initially non-exclusive or became
                non-exclusive due to an election by Targeted as provided herein (rather
                than due to**[*]**,
                and such sublicense is not a**[*]**;
                or





(b)
            the
                conditions in provision (a) apply except that the sublicense is a**[*]**and Targeted has obtained Penn’s prior written approval of such
                sublicense, which approval shall not be reasonably withheld or delayed;
                or





(c)
            if
                the license to Targeted**[*]**,
                Targeted has obtained Penn’s prior written approval of such
                sublicense.





3.1.5  If
      Targeted becomes subject to a Bankruptcy Event, all payments then or thereafter
      due and owing to Targeted from its sublicensees shall upon notice from Penn
      to
      any such sublicensee become payable directly to Penn for the account of
      Targeted; provided however, that Penn shall remit to Targeted the amount by
      which such payments exceed the amounts owed by Targeted to Penn.





3.1.6  Notwithstanding
      any such sublicense, Targeted shall remain primarily liable to Penn for all
      of
      Targeted’s duties and obligations contained in this Agreement, and any act or
      omission of a Covered Affiliate or sublicensee of Targeted which would be a
      breach of this Agreement if performed by Targeted shall be deemed to be a breach
      by Targeted of this Agreement.





3.2  Targeted
      and Penn acknowledge that (i) for purposes of the **[*]** Letter
      Agreement, **[*]** by this
      Agreement, but, rather, shall only have been amended hereby, and (ii) **[*]** shall
      not be bound by any amendment or alteration of the Existing Agreements, or
      any
      of them, to the extent the same may bear on the rights or obligations of **[*]** under
      the **[*]** Letter
      Agreement. Accordingly, Targeted and Penn agree that this Agreement is intended
      to be, and shall be construed to be, consistent with the **[*]** Letter
      Agreement, **[*]** Letter
      Agreement shall remain in full force and effect.




**ARTICLE
      4 - ROYALTIES** **AND MILESTONES**




4.1  Royalties .





4.1.1  In
      further consideration of the licenses granted pursuant to Article 2, but subject
      to Section 4.1.4, Targeted shall pay to Penn a royalty in accordance with the
      following table for the Net Sales received by Targeted, the Covered Affiliates,
      or their sublicensees with respect to each particular Penn Licensed Product
      that
      has been, or that later is, in whole or in part developed by **[*]** under a
      right or sublicense granted by Targeted or a Covered Affiliate or otherwise
      collaboratively by **[*]** on the
      one hand and by Targeted and/or Covered Affiliates on the other:




*Confidential
      Treatment
      Requested.


-16-




**For
                the portion of Net Sales of such Penn Licensed Product in a Calendar
                Year:**
            **The
                royalty rate for such Net Sales will be:**Less
                than or equal to**[*]**
            **[*]**Greater
                than**[*]**and less than or equal to**[*]**
            **[*]**Greater
                than**[*]**and less than or equal to**[*]**
            **[*]**Greater
                than**[*]**
            **[*]**





4.1.2  In
      further consideration of the licenses granted pursuant to Article 2, but subject
      to Section 4.1.4, Targeted shall pay to Penn a royalty in accordance with the
      following table for the Net Sales received by Targeted, the Covered Affiliates,
      or their sublicensees with respect to each particular Penn Licensed Product
      to
      which Section 4.1.1 above is not applicable:





**For
                the portion of Net Sales of such Penn Licensed Product in a Calendar
                Year:**
            **The
                royalty rate for such Net Sales will be:**Less
                than or equal to $**[*]**
            **[*]**Greater
                than $**[*]**and less than or equal to $**[*]**
            **[*]**Greater
                than $**[*]**and less than or equal to $**[*]**
            **[*]**Greater
                than $**[*]**
            **[*]**




*Confidential
        Treatment
        Requested.


-17-




4.1.3  For
      purposes of each of Section 4.1.1 and Section 4.1.2: (i) no additional or
      multiple royalties shall be payable with respect to the Net Sales of any Penn
      Licensed Product, regardless of the number of Penn Patent Rights, or claims
      of
      Penn Patent Rights, that would in the absence of this Agreement be infringed
      by
      such Penn Licensed Product or processes or machines used to make it, even if
      such Penn Patent Rights include those from more than one of the patent groups
      defined in Section 1.20; (ii) the Net Sales thresholds in such sections will
      be **[*]** ,
      but
      where the same Penn Licensed Product is **[*]** ,
      or
      otherwise to accommodate the same to **[*]** ,
      the Net
      Sales thereof in all such nations, markets and indications shall be **[*]** for
      purposes of Section 4.1.2; and (iii) all Net Sales of any particular Penn
      Licensed Product received by any of Targeted, Covered Affiliates, or their
      sublicensees will be **[*]** for
      purposes of Section 4.1.2.





4.1.4  The
      royalties otherwise payable under Section 4.1.1 or 4.1.2 shall be **[*]** with
      respect to the Net Sales of any Penn Licensed Product that, at the time of
      its
      Sale and in the patent jurisdiction of its Sale, has a competing product also
      licensed under the Penn Patent Rights on sale.





4.1.5  Targeted
      shall promptly pay to Penn the scheduled percentage, as set forth below, of
      any
      sublicense initiation fee, or other such consideration not associated with
      Sales, paid to Targeted or a Covered Affiliate by each sublicensee that is
      not
      Targeted or a Covered Affiliate. All such considerations **[*]** shall be
      exempt. In addition, Targeted shall not be required to **[*]** Penn a
      percentage of i) **[*]** ;
      ii) **[*]** or iii) **[*]** .
      Any
      non-cash consideration received by Targeted or a Covered Affiliate from such
      sublicensees shall be valued at its Fair Market Value as of the date of receipt.
      Where any rights under this Agreement to Penn Patent Rights are sublicensed
      by
      Targeted or a Covered Affiliate in **[*]** ,
      the
      aggregate of any sublicense initiation fees or other such consideration not
      associated with Sales received by Targeted or the Covered Affiliate shall for
      purposes of this Section be **[*]** under
      this Agreement, on the one hand, and such other rights or interests, on the
      other, in a manner that consistently and equitably reflects the **[*]** that
      have been so sublicensed toward Targeted’s or the Covered Affiliate’s having **[*]** .
      If and
      to the extent that any such fees or other such consideration is received due
      to
      the occurrence of **[*]** that is
      described in Section 4.3 or due to the occurrence of **[*]** with
      respect to the same Penn Licensed Product that occurred after a Section 4.3
      milestone, the amount paid or payable to Penn under Section 4.3 with respect
      to
      such Penn Licensed Product **[*]** ,
      but **[*]** .
      The
      scheduled percentages shall be:





**[*]** %
      of such
      sublicensing fees for any sublicense executed prior to **[*]** such
      Penn Licensed Product.





**[*]** %
      of such
      sublicensing fees for any sublicense executed after **[*]** such
      Penn Licensed Product.




**[*]** %
      of such
      sublicensing fees for any sublicense executed following the **[*]** such
      Penn Licensed Product.




*Confidential
        Treatment
        Requested.


-18-




For
      example, if entry into **[*]** for a
      Penn Licensed Product provides to Penn a $ **[*]** milestone payment from Targeted pursuant to Section 4.3.2, and a sublicensing
      deal **[*]** after
      completion of **[*]** ,
      to the
      extent applicable to the Penn Patent Rights, provides for a $ **[*]** milestone payment to Targeted for entry into **[*]** for such
      Penn Licensed Product, then Targeted would owe Penn **[*]** % **[*]** milestone payment (i.e., $ **[*]** ), **[*]** .





4.1.6  Any
      right
      of Penn or a third party to practice the Penn Patent Rights for educational
      or
      research purposes under Section 2.7 shall be royalty-free.




4.1.7  In
      further consideration for agreeing to this Agreement, Targeted shall issue
      to
      Penn within two business days following the effectiveness of this Agreement
      sixty-five thousand (65,000) shares of voting Common Stock of Targeted. Penn
      will in connection with such issuance execute and deliver a stock subscription
      agreement containing standard investor representations with respect to such
      shares.





4.2 Development
          Plan, Progress Reports, Financial Reports; Maintenance Fees .





4.2.1  Targeted
      will provide Penn with a written plan (the “ Development
      Plan ”)
      within
      thirty (30) days after the of signing this Agreement by both parties. The
      Development Plan will **[*]** .
      The
      Development Plan will separately address activities applicable to Group 1
      Patents, Group 2 Patents, Group 3 Patents, Group 4 Patents, and Group 5 Patents,
      respectively.





4.2.2  At
      or
      within thirty (30) days following each anniversary of the Effective Date,
      Targeted will provide Penn with a written progress report that describes the
      progress made against the Development Plan (as supplemented by progress reports,
      where applicable), including the progress made by any Targeted Covered
      Affiliates or sublicensees, submitted a year earlier and plans for development
      in the coming year. Each such annual progress report will be deemed to update
      and supplement the then-current Development Plan.





4.2.3  At
      or
      within thirty (30) days after the time Targeted, or any Targeted Covered
      Affiliates or sublicensees files an IND with respect to a particular Penn
      Licensed Product, Targeted will provide Penn with a written development plan
      for
      that Penn Licensed Product (the “ Product-Specific
      Plan ”).
      Each
      Product-Specific Plan will outline **[*]** .





4.2.4  Penn
      shall keep all such reports referred to in Sections 4.2.1 through 4.2.3
      confidential under Section 5.2 for five (5) years or until the time, if any,
      of
      the first commercial Sale of any Penn Licensed Product(s) as provided below,
      whichever comes first. Targeted shall also notify Penn within thirty (30) days
      of the first commercial Sale of any Penn Licensed Product.




4.2.5  Targeted
      shall provide Penn with the following financial statements and information
      (which may be consolidated with one or more of Targeted’s Affiliates, if
      Targeted regularly so consolidates its financial statements) prepared according
      to U.S. generally accepted accounting principles consistently applied, where
      applicable:




*Confidential
        Treatment
        Requested.
 -19-




(a)
            Unaudited
                financial statements forty-five (45) days following the end of each
                Calendar Quarter. The format and detail of such statements shall
                be agreed
                upon in advance by Penn and
                Targeted.





(b)
            Audited
                financial statements, produced by a certified public accounting firm,
                ninety (90) days following the end of each of Targeted’s fiscal years, as
                well as a copy of any management letter recommendations submitted
                by the
                auditors.





(c)
            Copies
                of all reports made available to shareholders, including 10K and
                10Q
                filings made to the United States Securities and Exchange
                Commission.





4.2.6  Targeted
      shall pay to Penn the following license maintenance fees until the first
      commercial Sale of a Penn Licensed Product (after which time no further
      maintenance fees will be payable under this Section 4.2.6): **[*]** dollars
      ($ **[*]** )
      on the **[*]** anniversary of the Effective Date, **[*]** dollars
      ($ **[*]** )
      on the **[*]** anniversary of the Effective Date, **[*]** dollars
      ($ **[*]** )
      on the **[*]** anniversary of the Effective Date, **[*]** dollars
      ($ **[*]** )
      on the **[*]** anniversary of the Effective Date, **[*]** dollars
      ($ **[*]** )
      on the **[*]** anniversary of the Effective Date, and **[*]** dollars
      ($ **[*]** )
      on the **[*]** anniversary of the Effective Date.





4.2.7  Following
      the first commercial Sale of a Penn Licensed Product, Targeted shall pay to
      Penn
      a maintenance fee of **[*]** dollars
      ($ **[*]** )
      on each
      anniversary of the Effective Date during the term of this Agreement which shall
      be **[*]** .




4.3 Milestone
          Fees .





4.3.1  Subject
      to Sections 4.3.3 and 4.3.4, Targeted shall pay to Penn a non-refundable
      milestone fee as listed below for **[*]** reaches
      each of the following milestones, where such Penn Licensed Product has been
      or
      is in whole or in part developed by **[*]** under a
      right or sublicense granted by Targeted or a Covered Affiliate or otherwise
      collaboratively by **[*]** on the
      one hand and by Targeted and/or Covered Affiliates on the other:





**Milestone**
            **Fee
                Due****[*]**
            $**[*]****[*]**
            $**[*]****[*]**
            $**[*]**




*Confidential
        Treatment
        Requested.


-20-




4.3.2  Subject
      to Sections 4.3.3 and 4.3.4, Targeted shall pay to Penn a non-refundable
      milestone fee as listed below for **[*]** reaches
      each of the following milestones, where Section 4.3.1 is not applicable to
      such
      Penn Licensed Product:





**Milestone**
            **Fee
                Due****[*]**
            $**[*]****[*]**
            $**[*]****[*]**
            $**[*]**




4.3.3  If
      and to
      the extent that any fees or other such consideration is paid to Penn by Targeted
      pursuant to Section 4.1.5 due to the occurrence of a milestone that is described
      in Section 4.3.1 or Section 4.3.2, or due to the occurrence of any other
      developmental milestone with respect to the same Penn Licensed Product that
      occurred prior to the milestone described in Section 4.3.1 or Section 4.3.2,
      the
      amount so paid to Penn under Section 4.1.5 with respect to such occurrence
      shall
      be **[*]** with
      respect to such milestone, but such **[*]** .
      For
      example, if a sublicensing deal entered by Targeted prior to completion of **[*]** for a
      Penn Licensed Product to which Section 4.3.1 is not applicable, to the extent
      applicable to the Penn Patent Rights, provides for a $ **[*]** milestone payment to Targeted for entry into **[*]** for such
      Penn Licensed Product, Targeted would have paid Penn **[*]** %
      of such
      milestone payment pursuant to Section 4.1.5 (i.e., $ **[*]** ).
      When
      such Penn Licensed Product enters **[*]** ,
      Targeted would owe Penn a $ **[*]** milestone payment pursuant to Section 4.3.2, but **[*]** .





4.3.4  The
      milestone fees otherwise payable under Section 4.3.1 or 4.3.2 shall be **[*]** with
      respect to any Penn Licensed Product that, at the time a milestone was achieved,

      had a competing product licensed under the Penn Patent Rights on sale.




4.4  Royalty
      Reports and Records .





4.4.1  Targeted
      shall deliver to Penn within sixty (60) days after the end of each Calendar
      Quarter a report, certified by the chief financial officer of Targeted setting
      forth in reasonable detail the calculation of the royalties due to Penn for
      such
      Calendar Quarter, including, without limitation:





(i)
            Number
                of Penn Licensed Products involved in Sales, listed by country if
                readily
                available;





(ii)
            Gross
                consideration for Sales of Penn Licensed Products, including all
                amounts
                invoiced, billed, or received;





(iii)
            Qualifying
                costs, as defined in Section 1.16, listed by category of
                cost;




*Confidential
        Treatment
        Requested.


-21-
 
  (iv)
              Net
                  Sales of Penn Licensed Products listed by country if readily available;
                  and





(v)
            Royalties
                owed to Penn, listed by category, including without limitation earned
                and
                sublicensee-derived categories.





4.4.2  Royalties
      payable under Section 4.1 hereof shall be paid within sixty (60) days following
      the last day of the Calendar Quarter in which the royalties accrue and shall
      accompany the report of Section 4.4.1.





4.4.3  Targeted
      must maintain and cause its Covered Affiliates, sublicensees, and
      sub-sublicensees, to maintain, complete and accurate books and records which
      enable the royalties, fees, and payments payable under this Agreement to be
      verified. The records for each Calendar Quarter must be maintained for three
      years after the submission of each report under Article 4. Upon reasonable
      prior
      notice to Targeted, Targeted must provide Penn with access to all books and
      records relating to the Sales of Penn Licensed Products by Targeted and its
      Covered Affiliates, and sublicensees to conduct a review or audit of those
      books
      and records. Access to these books and records pertaining to Net Sales must
      be
      made available no more than once each Calendar Year for each Penn Licensed
      Product, during normal business hours, and once each year for each Penn Licensed
      Product during each of the three years after expiration or termination of this
      Agreement. If a review or audit of the books of Targeted determines that any
      of
      Targeted, its Covered Affiliates, or sublicensees has underpaid royalties on
      a
      Penn Licensed Product by **[*]** or more,
      Targeted must pay the costs and expenses of Penn and its accountants in
      connection with such review or audit. Notwithstanding the foregoing, Targeted
      agrees to conduct, at its expense, an independent audit of Sales and royalties
      with respect to a Penn Licensed Product at least every two (2) years once annual
      Sales of such Penn Licensed Product are greater than five million dollars
      ($5,000,000) per annum. The audit shall address, at a minimum, the amount of
      gross sales by or on behalf of Targeted, its Covered Affiliates, or sublicensees
      during the audit period, the amount of funds owed to Penn under this Agreement,
      and whether the amount owed has been paid to Penn and is reflected in the
      records of the Targeted. A report by the auditors shall be submitted promptly
      to
      Penn upon completion.




4.5  Currency,
      Place of Payment, Interest .





4.5.1  All
      dollar amounts referred to in this Agreement are expressed in United States
      dollars. All payments to Penn under this Agreement shall be made in United
      States dollars by check payable to “The Trustees of the University of
      Pennsylvania.”




4.5.2  If
      Targeted, a Covered Affiliate, or their sublicensee receives revenues from
      Sales
      of Penn Licensed Products in currency other than United States dollars, revenues
      shall be converted into United States dollars at the conversion rate for the
      foreign currency as published in the eastern edition of The Wall Street Journal
      as of the last business day of the applicable Calendar Quarter.




*Confidential
        Treatment
        Requested.


-22-




4.5.3  Amounts
      that are not paid when due shall accrue interest from the due date until paid,
      at a rate equal to one and one quarter percent (1.25%) per month (or the maximum
      allowed by law, if less).





**ARTICLE
      5 - CONFIDENTIALITY**





5.1  Targeted
      shall use best efforts to maintain in confidence and not to disclose to any
      third party other than Covered Affiliates any Confidential Information of Penn
      received pursuant to this Agreement or the Existing Agreements. Targeted agrees
      to ensure that its and its Covered Affiliates’ employees have access to
      Confidential Information only on a need-to-know basis and are obligated in
      writing to abide by Targeted’s obligations hereunder. The foregoing obligation
      shall not apply to:





5.1.1  information
      that is or was known to Targeted or its Covered Affiliates prior to the time
      of
      disclosure or that is or was at any time independently developed by Targeted
      or
      its Covered Affiliates without use of Confidential Information of Penn, in
      each
      case to the extent evidenced by written records;





5.1.2  information
      disclosed to Targeted or its Covered Affiliates by a third party that has a
      right to make such disclosure;





5.1.3  information
      that becomes patented, published or otherwise part of the public domain
      otherwise than due to a breach of this Agreement by Targeted or its Covered
      Affiliates;





5.1.4  information
      that is required to be disclosed by any statute, law, rule, regulation or order
      of any governmental authority or a court of competent jurisdiction; provided
      that Targeted shall use its best efforts to obtain confidential treatment of
      such information by the agency or court; or





5.1.5  information,
      to the extent it is disclosed pursuant to a confidentiality agreement binding
      the recipient to confidentiality obligations at least as strict as those binding
      Targeted under this Section.





5.2  Penn
      shall not be obligated to accept any confidential information from Targeted
      except for the reports required in Sections 4.2 and 4.4 and the results of
      any
      audit or review under Section 4.4.3. Penn shall use best efforts to maintain
      in
      confidence and not to disclose to any third party (subject to the same
      exceptions accorded Targeted under Section 5.1) such reports or results
      received, except that Penn may disclose to Wistar information from such reports
      or results. Wistar shall use best efforts to maintain in confidence and not
      to
      disclose to any third party (subject to the same exceptions accorded Targeted
      under Section 5.1) information received from Penn under this section. Penn
      bears
      no institutional responsibility for maintaining the confidentiality of any
      other
      confidential information of Targeted disclosed to Penn under this Agreement
      or
      the Existing Agreements.




-23-




5.3  The
      placement of a copyright notice on any Confidential Information shall not be
      construed to mean that such information has been published and will not release
      Targeted from its obligation of confidence hereunder.





**ARTICLE
      6 - TERM AND TERMINATION**





6.1  This
      Agreement, unless sooner terminated as provided herein, shall terminate upon
      the
      expiration of the last to expire or become abandoned of the Penn Patent
      Rights.





6.2  Targeted
      may, at its option, terminate this Agreement at any time by doing all of the
      following:





6.2.1  By
      ceasing to make, have made, use and sell all Penn Licensed Products;
      and





6.2.2  By
      terminating all sublicenses, and causing all sublicensees to cease making,
      having made, using and selling all Penn Licensed Products and terminate any
      sub-sublicensees; and





6.2.3  By
      giving
      sixty (60) days notice to Penn of such cessation and of Targeted’s intent to
      terminate; and





6.2.4  By
      tendering payment of all accrued royalties.





6.3  Penn
      may
      terminate this Agreement if any of the following occur:





6.3.1  Targeted
      becomes more than sixty (60) days in arrears in payment of royalties,
      maintenance fees, patent expenses or any other expenses due pursuant to this
      Agreement and Targeted does not provide full payment within thirty (30) days
      of
      written demand; provided, however, that if Targeted disputes in good faith
      the
      existence of an arrearage in payment,





(a)
            Targeted
                shall, within thirty (30) days after the demand for payment under
                this
                Section, remedy any such arrearage to the extent its existence is
                not the
                subject of such good faith dispute;
                and





(b)
            if
                either of the parties has, within thirty (30) days after the demand
                for
                payment under this Section, initiated the dispute resolution procedures
                of
                Article 11 in order to attempt to resolve such good faith dispute,
                Penn
                shall wait for the additional time designated therein before taking
                action
                to terminate this Agreement; or




-24-




6.3.2  Targeted
      becomes subject to a Bankruptcy Event; or





6.3.3  Targeted
      materially breaches this Agreement and does not cure such material breach within
      one hundred eighty (180) days after written notice thereof.





6.4  If
      Targeted becomes subject to a Bankruptcy Event, all duties of Penn and all
      rights (but not financial and indemnification obligations accrued prior to
      termination) of Targeted under this Agreement shall immediately terminate
      without the necessity of any action being taken either by Penn or by Targeted,
      and, to the extent allowed by law, **[*]** shall
      become a direct licensee of Penn to the extent of any sublicense existing
      between **[*]** and
      Targeted immediately preceding the Bankruptcy Event, without further action
      by
      Targeted, Penn or **[*]** .





6.5  Targeted’s
      obligation to pay royalties and all other obligations accrued under Articles
      4
      and 7 hereof and other considerations owed under this Agreement that have
      matured as of the date of termination shall survive termination of this
      Agreement. In addition, the provisions of Section 2.9, Article 3, and (for
      a period of five (5) years following such termination) Article 5, and the
      provisions of Articles 6, 9, 10, 11 and 12 shall survive such
      termination.





**ARTICLE
      7 - PATENT MAINTENANCE AND REIMBURSEMENT**





7.1  Penn
      shall control and diligently prosecute and maintain Penn Patent Rights. Penn
      and
      Targeted shall decide upon a mutually agreeable choice of patent counsel and
      a
      mutually agreeable budget for and course of prosecution, and Targeted shall
      be
      copied on all substantive correspondence regarding such Penn Patent Rights.
      The
      parties acknowledge that neither of them currently has an intention to terminate
      or substantially reduce the scope of the engagement of the patent counsel used
      for such purposes by Penn prior to and as of the Effective Date. Subject to
      Sections 7.2 and 7.3, Targeted shall pay, or shall reimburse Penn within sixty
      (60) days of receipt of invoice for, all documented third party attorneys’ fees,
      expenses, official fees and other charges incident to the preparation,
      prosecution, licensing and maintenance of Penn Patent Rights, including
      interferences, oppositions, etc. brought or defended in accordance with the
      mutually agreed budget for and course of prosecution. Penn shall provide
      Targeted with itemized statements reflecting these expenses quarterly. In the
      event that Penn should decide not to file, prosecute or maintain applications
      and patents for such Penn Patent Rights, Targeted shall have the opportunity
      to
      do so at Targeted’s sole expense.




7.2  Except
      with respect to licenses granted by Penn to **[*]** pursuant
      to Section 2.2.2, if Penn at any time prior to or after the Effective Date
      grants or has granted any rights or licenses to or for the benefit of any
      Non-Targeted Party under any of the Penn Patent Rights, i.e., where it may
      do so
      outside the scope of the exclusive rights of Targeted or the Covered Affiliates
      hereunder, Penn shall **[*]** .




*Confidential
        Treatment
        Requested.


-25-




7.3  If
      Targeted elects to discontinue payment for the filing, prosecution, and/or
      maintenance of any patent application and/or patent contained in the Penn Patent
      Rights (or with respect to any particular claims therein), it shall so notify
      Penn, and any such patent application or patent (or such claims, as applicable)
      shall thereupon be excluded from the definition of Penn Patent Rights and from
      the scope of the licenses granted under this Agreement, and all rights relating
      thereto shall revert to Penn and may be freely used or licensed by Penn.





7.4  Targeted,
      the Covered Affiliates, and their sublicensees shall comply with all United
      States and foreign laws with respect to patent marking of Penn Licensed
      Products.





**ARTICLE
      8 - INFRINGEMENT AND LITIGATION**




8.1  Penn
      and
      Targeted are responsible for notifying each other promptly of any infringement
      of Penn Patent Rights which may come to their attention, including notice to
      the
      other of any certification filed under the United States “Drug Price Competition
      and Patent Term Restoration Act of 1984”. Penn and Targeted shall consult one
      another in a timely manner concerning any appropriate response
      thereto.





8.2  Targeted
      shall have the right, but not the obligation, to prosecute such infringement
      at
      its own expense. Targeted shall not settle or compromise any such suit in a
      manner that imposes any obligations or restrictions on Penn or grants any rights
      the Penn Patent Rights (other than to the extent Targeted has the right to
      grant
      such rights under this Agreement), without Penn’s written permission. Financial
      recoveries from any such litigation will first be applied to reimburse each
      party for its litigation expenditures with additional recoveries being paid
      to
      Targeted, subject to a royalty due Penn based on the provisions of Article
      4
      hereof.





8.3  Such
      rights under Section 8.2 shall be subject to the continuing right of Penn to
      intervene at Penn’s own expense and join Targeted or its Covered Affiliates, who
      shall still prosecute, in any claim or suit for infringement of the Penn Patent
      Rights. Any consideration received by Targeted or its Covered Affiliates in
      settlement of any claim or suit shall be shared between Penn and Targeted (or
      such Covered Affiliate) in proportion with the share of litigation expenses
      incurred by each in such infringement action provided that Penn has paid at
      least **[*]** percent
      ( **[*]** %)
      of the
      aggregate amount of such litigation expenses. In the event that Penn does not
      satisfy the foregoing requirement, financial recoveries from any such litigation
      will first be applied to reimburse both parties for their litigation
      expenditures with additional recoveries being paid to Targeted, subject to
      a
      royalty due Penn based upon the provisions of Article 4 hereof.




8.4  If
      Targeted and the Covered Affiliates fail to prosecute such infringement, Penn
      shall have the right, but not the obligation, to prosecute such infringement
      at
      its own expense. In such event, financial recoveries will first be applied
      to
      reimburse each party for its litigation expenditures with additional recoveries
      being retained by Penn; provided however, that Penn shall not settle such
      infringement if such settlement affects Penn Patent Rights other than those
      specifically at issue in such infringement action without Targeted’s written
      permission, which shall not be unreasonably withheld.




*Confidential
        Treatment
        Requested.


-26-




8.5  In
      any
      action to enforce any of the Penn Patent Rights, either party, at the request
      and expense of the other party, shall cooperate to the fullest extent reasonably
      possible. This provision shall not be construed to require either party to
      undertake any activities, including legal discovery, at the request of any
      third
      party except as may be required by lawful process of a court of competent
      jurisdiction.





**ARTICLE
      9 - DISCLAIMER OF WARRANTY; INDEMNIFICATION**




9.1  EXCEPT
      AS
      SET FORTH IN SECTION 9.5, THE PENN PATENT RIGHTS, PENN TECHNICAL INFORMATION,
      PENN LICENSED PRODUCTS AND ALL OTHER TECHNOLOGY LICENSED UNDER THIS AGREEMENT
      ARE PROVIDED ON AN “AS IS” BASIS AND PENN AND WISTAR MAKE NO REPRESENTATIONS OR
      WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT THERETO. BY WAY OF EXAMPLE BUT
      NOT
      OF LIMITATION, PENN AND WISTAR MAKE NO REPRESENTATIONS OR WARRANTIES (i) OF
      COMMERCIAL UTILITY; (ii) OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE;
      OR (iii) THAT THE USE OF THE PENN PATENT RIGHTS, PENN TECHNICAL INFORMATION,
      PENN LICENSED PRODUCTS AND ALL TECHNOLOGY LICENSED UNDER THIS AGREEMENT WILL
      NOT
      INFRINGE ANY PATENT, COPYRIGHT OR TRADEMARK OR OTHER PROPRIETARY OR PROPERTY
      RIGHTS OF OTHERS. PENN AND WISTAR SHALL NOT BE LIABLE TO TARGETED, TARGETED’S
      SUCCESSORS OR ASSIGNS OR ANY THIRD PARTY WITH RESPECT TO: ANY CLAIM ARISING
      FROM
      THE USE OF THE PENN PATENT RIGHTS, PENN TECHNICAL INFORMATION, PENN LICENSED
      PRODUCTS AND ALL TECHNOLOGY LICENSED UNDER THIS AGREEMENT OR FROM THE
      MANUFACTURE, USE OR SALE OF PENN LICENSED PRODUCTS; OR ANY CLAIM FOR LOSS OF
      PROFITS, LOSS OR INTERRUPTION OF BUSINESS, OR FOR INDIRECT, SPECIAL OR
      CONSEQUENTIAL DAMAGES OF ANY KIND.





9.2  Targeted
      will defend, indemnify and hold harmless Penn and Wistar and their trustees,
      officers, agents and employees (individually, an “ Indemnified
      Party ”,
      and
      collectively, the “ Indemnified
      Parties ”),
      from
      and against any and all liability, loss, damage, action, claim or expense
      suffered or incurred by the Indemnified Parties (including attorney’s fees)
      (individually, a “ Liability ”,
      and
      collectively, the “ Liabilities ”)
      that
      results from or arises out of: (a) the development, use, manufacture, promotion,
      sale or other disposition of any Penn Technical Information, Penn Patent Rights
      or Penn Licensed Products by Targeted, Covered Affiliates, their sublicensees,
      or their other collaborators or distributors; (b) breach by Targeted of any
      covenant or agreement contained in this Agreement; and (c) the enforcement
      by an
      Indemnified Party of its rights under this Section. Without limiting the
      foregoing, Targeted will defend, indemnify and hold harmless the Indemnified
      Parties from and against any Liabilities resulting from:




-27-




9.2.1  any
      product liability or other claim of any kind related to the use by a third
      party
      of a Penn Licensed Product that was manufactured, sold or otherwise disposed
      by
      Targeted, Covered Affiliates, or their sublicensees, or their other
      collaborators or distributors, pursuant to and within the scope of such
      relationships;





9.2.2  a
      claim
      by **[*]** or any
      other party which Targeted has granted or promised to grant a license or option
      to license that this Agreement violates the terms of any agreement to which
      any
      of them is a party;





9.2.3  a
      claim
      by a third party that the use by Targeted, Covered Affiliates, their
      sublicensees, or their other collaborators or distributors, pursuant to and
      within the scope of such relationships, of Penn Technical Information or Penn
      Patent Rights or the design, composition, manufacture, use, sale or other
      disposition of any Penn Licensed Product by them infringes or violates any
      patent, copyright, trademark or other intellectual property rights of such
      third
      party; and





9.2.4  clinical
      trials or studies conducted by or on behalf of Targeted, Covered Affiliates,
      their sublicensees, or their other collaborators or distributors, pursuant
      to
      and within the scope of such relationships, relating to the Penn Technical
      Information, Penn Patent Rights or Penn Licensed Products, including, without
      limitation, any claim by or on behalf of a human subject of any such clinical
      trial or study, any claim arising from the procedures specified in any protocol
      used in any such clinical trial or study, any claim of deviation, authorized
      or
      unauthorized, from the protocols of any such clinical trial or study, and any
      claim resulting from or arising out of the manufacture or quality control by
      a
      third party of any substance administered in any clinical trial or
      study.





Notwithstanding
      the foregoing, however, the Liabilities shall not include, and in no instance
      shall Targeted be required to indemnify any Indemnified Party with respect
      to,
      any liability, claims, lawsuits, losses, damages, costs or expenses to the
      extent the same are determined to be the result of any Indemnified Party’s gross
      negligence or willful misconduct.




9.3  The
      Indemnified Party shall promptly notify Targeted of any claim or action giving
      rise to Liabilities subject to the provisions of the foregoing Section. Targeted
      shall have the right to defend or to cause to be defended any such claim or
      action, at its cost and expense. Targeted shall not settle or compromise any
      such claim or action in a manner that imposes any restrictions or obligations
      on
      Penn or Wistar or grants any rights to Penn Patent Rights or Penn Licensed
      Products (other than to the extent Targeted has the right to grant such rights
      under this Agreement) without Penn’s prior written consent. If Targeted or a
      Covered Affiliate or their sublicensee fails or declines to assume the defense
      of any such claim or action within thirty (30) days after notice thereof, Penn
      may assume the defense of such claim or action for the account and at the risk
      of Targeted, and any Liabilities related thereto shall be conclusively deemed
      a
      liability of Targeted; provided however, that Penn shall not settle such claim
      or action if such settlement affects Penn Patent Rights other than those
      specifically at issue in such claim or action without Targeted’s written
      permission, which shall not be unreasonably withheld. Targeted shall pay
      promptly to the Indemnified Party any Liabilities to which the foregoing
      indemnity relates, as incurred. The indemnification rights of Penn and Wistar
      or
      other Indemnified Party contained herein are in addition to all other rights
      which such Indemnified Party may have at law or in equity or
      otherwise.




*Confidential
        Treatment
        Requested.


-28-




9.4  Insurance .





9.4.1  Targeted
      shall procure and maintain a policy or policies of commercial general liability
      insurance, including broad form and contractual liability, in a minimum amount
      of $ **[*]** combined
      single limit per occurrence and in the aggregate as respects personal injury,
      bodily injury and property damage arising out of Targeted’s performance of this
      Agreement.





9.4.2  Targeted
      shall, upon commencement of clinical trials involving Penn Licensed Products,
      procure and maintain a policy or policies of product liability insurance in
      a
      minimum amount of $ **[*]** combined
      single limit per occurrence and in the aggregate as respects bodily injury
      and
      property damage arising out of Targeted’s performance of this
      Agreement.





9.4.3  The
      policy or policies of insurance specified herein shall be issued by an insurance
      carrier with an A.M. Best rating of A or better and shall name Penn and Wistar
      as an additional insured with respect to Targeted’s performance of this
      Agreement. Targeted shall provide Penn with certificates evidencing the
      insurance coverage required herein and all subsequent renewals thereof. Such
      certificates shall provide that Targeted’s insurance carrier(s) notify Penn in
      writing at least 30 days prior to cancellation or material change in coverage.
      Penn will retain such certificates and notices from Targeted’s insurance carrier
      and provide copies of the same to Wistar upon written request.





9.4.4  Penn
      shall periodically review the adequacy of the minimum limits of liability
      specified herein. Further, Penn reserves the right to require Targeted to adjust
      such coverage limits in accordance with prevailing industry norms. The specified
      minimum insurance amounts shall not constitute a limitation on Targeted’s
      obligation to indemnify Penn or Wistar under this Agreement.





9.5  Penn
      hereby represents that (i) to its knowledge it has the lawful right to grant
      the
      licenses granted herein, and (ii) all actions necessary with respect to due
      authorization, execution and performance of this Agreement to make it legal,
      valid, binding and enforceable with regard to Penn have been taken.


*Confidential
          Treatment
          Requested.
 -29-




9.6  Except
      as
      provided in Section 12.11, Targeted hereby represents that (i) to its knowledge
      it has the lawful right to enter into and to perform its obligations under
      this
      Agreement, and (ii) except for board approval of the issuance of the shares
      referred to in Section 4.1.7 (which approval Targeted will attempt to obtain
      as
      soon as practicable following the signature of this Agreement), all actions
      necessary with respect to due authorization, execution and performance of this
      Agreement to make it legal, valid, binding and enforceable with regard to
      Targeted have been taken.




**ARTICLE
      10 - USE OF PENN’S NAME; INDEPENDENT CONTRACTOR**




10.1  Targeted,
      the Covered Affiliates, and their employees and agents shall not use, and shall
      not permit their sublicensees or their other collaborators or distributors,
      within the scope of such relationships, to use, Penn’s or Wistar’s name, any
      adaptation thereof, any Penn or Wistar logotype, trademark, service mark or
      slogan or the name, mark or logotype of any Penn or Wistar representative or
      organization in any way without the prior, written consent of Penn or Wistar.
      Notwithstanding the foregoing, Targeted, the Covered Affiliates, their
      sublicensees or their other collaborators or distributors may use Penn’s or
      Wistar’s name as required to comply with any federal or state securities
      law.





10.2  Nothing
      herein shall be deemed to establish a relationship of principal and agent
      between Penn and Targeted, nor any of their agents or employees for any purpose
      whatsoever. This Agreement shall not be construed as constituting Penn and
      Targeted as partners, or as creating any other form of legal association or
      arrangement which would impose liability upon one party for the act or failure
      to act of the other party.





**ARTICLE
      11 - DISPUTE RESOLUTION**





Any
      unresolved dispute or difference between the parties arising out of or in
      connection with this Agreement shall at the option of either party be referred
      for review by the parties’ respective Senior Officers prior to either party’s
      taking any formal legal enforcement action with respect thereto. The Senior
      Officers shall discuss the dispute or difference, and shall meet with respect
      thereto if either of them believes a meeting or meetings to be useful. The
      Senior Officers have thirty (30) days (or such lesser or longer period as they
      may agree is a useful period for their discussions) to try to resolve the
      dispute or difference, after which time each party may take such other action
      as
      it deems appropriate.





**ARTICLE
      12 - ADDITIONAL PROVISIONS**





12.1  Targeted
      shall comply with all prevailing laws, rules and regulations pertaining to
      the
      development, testing, manufacture, marketing, sale, use, import or export of
      products. Without limiting the foregoing, it is understood that this Agreement
      may be subject to United States laws and regulations controlling the export
      of
      technical data, computer software, laboratory prototypes and other commodities,
      articles and information, including the Arms Export Control Act as amended
      in
      the Export Administration Act of 1979, and that the parties’ obligations
      hereunder are contingent upon compliance with applicable United States export
      laws and regulations. The transfer of certain technical data and commodities
      may
      require a license from the cognizant agency of the United States Government
      and/or written assurances by Targeted that Targeted shall not export data or
      commodities to certain foreign countries without prior approval of such agency.
      Penn neither represents that a license is not required nor that, if required,
      it
      will issue.




-30-




12.2  This
      Agreement and the rights and duties appertaining thereto may not be assigned
      by
      Targeted without first obtaining the express written consent of Penn, except
      that Targeted may assign its rights hereunder to **[*]** upon
      reasonable notice and an agreement by such Covered Affiliate or **[*]** ,
      as the
      case may be, to be bound by the rights and obligations of Targeted under this
      Agreement, without further consent. Any other such purported assignment, without
      the written consent of Penn, shall be null and of no effect. Penn shall not
      unreasonably withhold consent for Targeted to assign this Agreement to a Covered
      Affiliate or to a purchaser of all or substantially all of Targeted’s business,
      or to the owner of all or substantially all of Targeted’s business pursuant to a
      merger or consolidation plan.





12.3  Notices,
      payments, statements, reports and other communications under this Agreement
      shall be in writing and shall be deemed to have been received as of the date
      dispatched if sent by personal delivery, public overnight courier (e.g. Federal
      Express), certified mail, return receipt requested as follows:





If
      for
      Penn:





University
      of Pennsylvania


Center
      for Technology Transfer


3160
      Chestnut Street, Suite 200


Philadelphia,
      PA 19104-6283


Attention:
      Managing Director





with
      a
      copy to:





Office
      of
      General Counsel


University
      of Pennsylvania


133
      South
      36 th Street,
      Suite 300


Philadelphia,
      PA 19104-3246


Attention:
      General Counsel


*Confidential
          Treatment
          Requested.
 -31-




If
      for
      Targeted:





Targeted
      Genetics Corporation


1100
      Olive Way, Suite 100


Seattle,
      Washington 98101


Attn:
      Chief Executive Officer





with
      a
      copy to:





Orrick,
      Herrington & Sutcliffe LLP


719
      Second Avenue, Suite 900


Seattle,
      WA 98104


Attention:
      Roger M. Tolbert, Esq.




Either
      party may change its official address upon written notice to the other
      party.





12.4  This
      Agreement shall be construed and governed in accordance with the laws of the
      Commonwealth of Pennsylvania, without giving effect to conflict of law
      provisions.





12.5  Except
      as
      provided in Section 3.2, this Agreement is intended to supersede the Liver/Lung
      License and the Additional Fields License. The parties acknowledge that the
      Sponsored Research Agreement was previously terminated and that this is the
      entire agreement between the parties with respect to the subject matter hereof.
      Any modification of this Agreement shall be in writing and signed by an
      authorized representative of each party.





12.6  A
      waiver
      by either party of a breach or violation of any provision of this Agreement
      will
      not constitute or be construed as a waiver of any subsequent breach or violation
      of that provision or as a waiver of any breach or violation of any other
      provision of this Agreement.





12.7  Any
      of
      the provisions of this Agreement which are determined to be invalid or
      unenforceable in any jurisdiction shall be ineffective to the extent of such
      invalidity or unenforceability in such jurisdiction, without rendering invalid
      or unenforceable the remaining provisions hereof or affecting the validity
      or
      enforceability of any of the terms of this Agreement in any other
      jurisdiction.





12.8  The
      headings and captions used in this Agreement are for convenience of reference
      only and shall not affect its construction or interpretation.





12.9  Nothing
      in this Agreement, express or implied, is intended to confer on any person,
      other than the parties hereto, the Covered Affiliates, or their permitted
      assigns, any benefits, rights or remedies.




*Confidential
        Treatment
        Requested.


-32-




12.10  Penn
      and
      Targeted shall not discriminate against any employee or applicant for employment
      because of race, color, sex, sexual or affectional preference, age, religion,
      national or ethnic origin, or handicap.





12.11  The
      parties acknowledge that Targeted has agreed that it will not enter into this
      Agreement without the approval of **[*]** .
      Accordingly, this Agreement shall not become effective unless and until it
      is
      approved for all purposes by **[*]** ;
      provided, however, that if such approval is not obtained on or before the later
      of the fifteenth (15th) day after the date this Agreement is signed by both
      Targeted and Penn and the fifth (5th) day after Penn notifies Targeted that
      this
      Agreement has been approved in writing by Wistar (unless such period is extended
      as Penn and Targeted may mutually agree is reasonable under the circumstances),
      this Agreement shall not become effective and shall be considered null and
      void
      at the end of such period. Targeted shall notify Penn of such approval within
      five business days after such **[*]** approval
      is obtained. Similarly, this Agreement requires the approval of the Board of
      Directors of Targeted, and shall not become effective unless and until such
      approval is obtained; provided, however, that if such approval is not obtained
      on or before the later of the fifteenth (15th) day after the date this Agreement
      is signed by both Targeted and Penn and the fifth (5th) day after Penn notifies
      Targeted that this Agreement has been approved in writing by Wistar (unless
      such
      period is extended as Penn and Targeted may mutually agree is reasonable under
      the circumstances), this Agreement shall not become effective and shall be
      considered null and void at the end of such period. The “Effective Date” shall
      for all purposes under this Agreement remain June 1, 2002, and once effective,
      the parties intend that such effectiveness will be as of the Effective Date,
      notwithstanding that the effectiveness of this Agreement occurs at a later
      date,
      upon such approval by **[*]** and the
      Board of Directors of Targeted.





[Signature
      page follows]


*Confidential
          Treatment
          Requested.
 -33-


IN
      WITNESS WHEREOF the parties, intending to be legally bound, have caused this
      Agreement to be executed by their duly authorized representatives as of the
      Effective Date.




**THE
      TRUSTEES OF THE UNIVERSITY OF PENNSYLVANIA**




By:
            /s/ Louis
              P. BernemanPrinted
                Name: Louis P. Perneman
              Title:
                Managing Director, Center for Technology Transfer




Date
      Signed: 8/19/02




**TARGETED
      GENETICS CORPORATION**


By:
              /s/ H.
                Stewart ParkerName:
                    H. Stewart Parker
                  Title:
                    Chief Executive Officer


Date
      Signed: 10/18/02




Genovo
      hereby agrees to be bound by the rights and obligations of Targeted under the
      foregoing Agreement, subject to the terms and conditions thereof, which shall
      be
      applicable to Genovo as well as to Targeted.




**GENOVO,
      INC**


By:
              /s/ H.
                Stewart ParkerName:
                    H. Stewart Parker
                  Title:
                    Pres & CEO


Date
      Signed: 10/18/02




Consented
      to and approved:




**THE
      WISTAR INSTITUTE** **of** **ANATOMY** **and** **BIOLOGY**


By:
              /s/ Russel
                E. KaufmanPrinted
                    Name: Russel E. Kaufman, M.D.
                  Title:
                    Director and CEO


Date
      Signed: 10/9/02




-34-




**ATTACHMENT
      1**




**PENN
      PATENT RIGHTS**




I.  THE
      PENN
      LICENSED PATENTS IN THE FOLLOWING TABLE ARE THE GROUP 1 PATENTS:





**Penn**
              **Docket**
              **Number**
            **Targeted**
              **Docket**
              **Number**
            **Attorney**
              **File**
              **Number**
            **Brief****Title**
            **Patent
                Numbers and**
              **Dates****[*]**
            **[*]**
            **[*]**
            **[*]**
            **[*]****[*]**
            **[*]**
            **[*]**
            **[*]**
            **[*]****[*]**
            **[*]**
            **[*]**
            **[*]**
            **[*]****[*]**
            **[*]**
            **[*]**
            **[*]**
            **[*]**





***Confidential
        Treatment Requested.**


-35-





II.  THE
      PENN
      LICENSED PATENTS IN THE FOLLOWING TABLE ARE THE GROUP 2
      PATENTS:





**Penn**
              **Docket**
              **Number**
            **Targeted**
              **Docket**
              **Number**
            **Attorney**
              **File**
              **Number**
            **Brief
                Title**
            **Patent
                Numbers and**
              **Dates****[*]**
            **[*]**
            **[*]**
            **[*]**
            **[*]****[*]**
            **[*]**
            **[*]**
            **[*]**
            **[*]**


***Confidential
        Treatment Requested.**


-36-





III.  THE
      PENN
      LICENSED PATENTS IN THE FOLLOWING TABLE ARE THE GROUP 3 PATENTS:




**Penn**
              **Docket**
              **Number**
            **Targeted**
              **Docket**
              **Number**
            **Attorney**
              **File**
              **Number**
            **Brief
                Title**
            **Patent
                Numbers and**
              **Dates****[*]**
            **[*]**
            **[*]**
            **[*]**
            **[*]****[*]**
            **[*]**
            **[*]**
            **[*]**
            **[*]****[*]**
            **[*]**
            **[*]**
            **[*]**
            **[*]****[*]**
            **[*]**
            **[*]**
            **[*]**
            **[*]****[*]**
            **[*]**
            **[*]**
            **[*]**
            **[*]**


*Confidential
          Treatment
          Requested.
 -37-




IV.  THE
      PENN
      LICENSED PATENTS IN THE FOLLOWING TABLE ARE THE GROUP 4 PATENTS:




**Penn**
              **Docket**
              **Number**
            **Targeted**
              **Docket**
              **Number**
            **Attorney**
              **File**
              **Number**
            **Brief
                Title**
            **Patent
                Numbers and**
              **Dates****[*]**
            **[*]**
            **[*]**
            **[*]**
            **[*]****[*]**
            **[*]**
            **[*]**
            **[*]**
            **[*]****[*]**
            **[*]**
            **[*]**
            **[*]**
            **[*]****[*]**
            **[*]**
            **[*]**
            **[*]**
            **[*]****[*]**
            **[*]**
            **[*]**
            **[*]**
            **[*]****[*]**
            **[*]**
            **[*]**
            **[*]**
            **[*]****[*]**
            **[*]**
            **[*]**
            **[*]**
            **[*]**


***Confidential
        Treatment Requested.**
  -38-


GROUP
      4
      PATENTS (CONTINUED):





**[*]**
            **[*]**
            **[*]**
            **[*]**
            **[*]****[*]**
            **[*]**
            **[*]**
            **[*]**
            **[*]**





***Confidential
        Treatment Requested.**
  -39-




V.  THE
      PENN
      LICENSED PATENTS IN THE FOLLOWING TABLE ARE THE GROUP 5
      PATENTS:





**Penn
                Docket Number**
            **Targeted
                Docket Number**
            **Attorney
                File Number**
            **Brief
                Title**
            **Patent
                Numbers and Dates****[*]**
            **[*]**
            **[*]**
            **[*]**
            **[*]****[*]**
            **[*]**
            **[*]**
            **[*]**
            **[*]****[*]**
            **[*]**
            **[*]**
            **[*]**
            **[*]****[*]**
            **[*]**
            **[*]**
            **[*]**
            **[*]**


***Confidential
        Treatment Requested.**
  -40-


GROUP
      5
      PATENTS (CONTINUED):





**[*]**
            **[*]**
            **[*]**
            **[*]**
            **[*]****[*]**
            **[*]**
            **[*]**
            **[*]**
            **[*]****[*]**
            **[*]**
            **[*]**
            **[*]**
            **[*]**





*Confidential
        Treatment
        Requested.
 -41-


**ATTACHMENT
        2**




The
      following recombinant adenoviruses and viral seed banks are Penn Technical
      Information, unless otherwise covered by Penn Patent Rights and include without
      limitation the particular samples thereof previously made, as described
      below:





**Vector**
            
            **Penn
                ID**
            
            **Manufacture**
              **Date
                of**
              **Particular**
              **Samples**
            
            **Vial
                # of**
              **Samples****[*]**
            
            **[*]**11/27/96
            
            2111/27/96
            
            2211/27/96
            
            2311/27/96
            
            2411/27/96
            
            25**[*]**
            
            **[*]**4/8/99
            
            34/8/99
            
            44/8/99
            
            54/8/99
            
            64/8/99
            
            7**[*]**
            
            **[*]**12/1/98
            
            3512/1/98
            
            3612/1/98
            
            3712/1/98
            
            3812/1/98
            
            39


*Confidential
          Treatment
          Requested.


-42-


ATTACHMENT
      2, CONTINUED





**Vector**
            
            **Penn
                ID**
            
            **Manufacture**
              **Date
                of**
              **Particular**
              **Samples**
            
            **Vial
                # of**
              **Samples****[*]**
            
            **[*]**12/30/98
            
            5012/30/98
            
            5112/30/98
            
            5212/30/98
            
            5312/30/98
            
            54**[*]**
            
            **[*]**6/29/99
            
            316/29/99
            
            326/29/99
            
            336/29/99
            
            346/29/99
            
            35**[*]**
            
            **[*]**12/23/98
            
            3612/23/98
            
            3712/23/98
            
            3812/23/98
            
            3912/23/98
            
            40





***Confidential
        Treatment Requested.**


-43-


ATTACHMENT
      #3




**[*]**




*Confidential
        Treatment
        Requested.
 -44-