<PAGE>

                                                                    EXHIBIT 10.9

                                LICENSE AGREEMENT

                                       FOR

                 DETERMINATION OF PREGNANCY STATUS OF UNGULATES

                                     BETWEEN

                                 ASPENBIO, INC.

                                       AND

                       THE IDAHO RESEARCH FOUNDATION, INC.

<PAGE>

<TABLE>
<S>                                                                                        <C>
1. DEFINITIONS...............................................................................2
--------------
2. GRANT OF LICENSES.........................................................................3
--------------------
3. SUBLICENSES...............................................................................4
--------------
4. LICENSE FEES..............................................................................4
---------------
5. ROYALTIES.................................................................................5
------------
6. DUE DILIGENCE.............................................................................6
----------------
7. REPORTS AND RECORD KEEPING................................................................7
-----------------------------
8. TERM AND TERMINATION......................................................................9
-----------------------
9. TERMINATION BY IRF.......................................................................10
---------------------
10. TERMINATION BY ASPENBIO. INC............................................................11
---------------------------------
11. PROSECUTION AND MAINTENANCE OF IRF PATENT RIGHTS........................................11
----------------------------------------------------
12. PATENT MARKING..........................................................................12
------------------
13. PATENT INFRINGEMENT.....................................................................12
-----------------------
14. CONFIDENTIALITY.........................................................................14
-------------------
15. NON-USE OF NAMES AND TRADEMARKS.........................................................15
-----------------------------------
16. LIMITED WARRANTY........................................................................16
--------------------
17. INDEMNIFICATION.........................................................................17
-------------------
18. ASSIGNABILITY...........................................................................18
-----------------
20. PAYMENTS, NOTICES AND OTHER COMMUNICATIONS..............................................19
----------------------------------------------
21. MISCELLANEOUS PROVISIONS................................................................19
----------------------------
</TABLE>

<PAGE>

IRF CASE: 01-015

                            IDAHO RESEARCH FOUNDATION

                            PATENT LICENSE AGREEMENT

                                       FOR

                 DETERMINATION OF PREGNANCY STATUS OF UNGULATES

                THIS LICENSE AGREEMENT (the "Agreement") is made and entered
into this 25th day of September, 2001 (the "Effective Date") by and between the
IDAHO RESEARCH FOUNDATION, a not-for-profit corporation duly organized and
existing under the laws of the State of Idaho and having its principal office at
Morrill Hall 103, University of Idaho, Moscow, Idaho, 83844-3003, U.S.A.
(hereinafter referred to as IRF), and ASPEN BIO INC. and having an address at
8100 Southpark Way, B-1, Littleton, Colorado 80120 (hereinafter referred to as
"Aspen Bio".)

                                   WITNESSETH

                WHEREAS, the IRF is a nonprofit technology transfer organization
dedicated to building the research capability of the University of Idaho; and

                WHEREAS, the University of Idaho assigns all commercial rights
to intellectual property to the IRF so that it may be used for the public good
and so that income generated from the commercialization of such property can be
used to attract and retain outstanding faculty and staff; and

                WHEREAS, certain inventions, technology, knowledge and
information generally characterized as DETERMINATION OF PREGNANCY STATUS OF
UNGULATES, (hereinafter collectively referred to as "the Invention"), were made
or obtained in the course of

<PAGE>

research at the University of Idaho by TROY L. OTT and are covered by IRF Patent
Rights (as defined below); and

                WHEREAS, the Inventor(s) have assigned to IRF the ownership
rights to the Invention, as provided in an assignment agreement made and
effective [DATE OF ASSIGNMENT IF APPLICABLE] and attached hereto as Exhibit A;
and

                WHEREAS, ASPENBIO, INC. entered into a Confidential Disclosure
Agreement (IRF Agreement No.: 4150-501) with IRF effective September 12th, 2001
and terminating September 12th, 2006 for the purpose of evaluating the
Invention; and

                WHEREAS, ASPENBIO, INC. is desirous of obtaining the exclusive
rights from IRF for the development, use, and sale of products derived from the
Technology, and IRF is willing to grant such rights; and

                WHEREAS, both parties recognize and agree that royalties due
hereunder will be paid on the issued patents and any pending patents so long as
such patents are valid and remain in full force and effect, but only by the
extent covered in this licensing agreement.

                NOW THEREFORE, for good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties hereto mutually
agree as follows:

                                 1. DEFINITIONS

                1.1     "Invention" is defined in the fourth paragraph of the
recitals of this Agreement.

                1.2     "IRF Patent Rights" shall mean any and all U.S. and
foreign patent rights now or hereafter owned by IRF to the Invention, including,
but not limited to, any subject matter claimed in or covered by any of the
following: U.S. Patent no. 60/299,533 entitled DETERMINATION OF PREGNANCY STATUS
OF UNGULATES, filed June 19th, 2001 by TROY L. OTT and assigned to IRF. The
patents and patent applications comprising IRF Patent

                                       2
<PAGE>

Rights are listed in Exhibit B attached hereto, which Exhibit shall be amended
as patent applications are issued or abandoned, and as additional patent
applications are filed by IRF.

                1.3     "IRF Property Rights" shall mean property rights owned
by IRF to the "Invention".

                1.4     "Licensed Technology" shall mean any material or method
for use, either is covered by IRF Patent Rights or employs materials or methods
covered by IRF Patent Rights in its manufacture or operation, or whose
manufacture, use, sale or practice would constitute, but for the license granted
to ASPENBIO, INC. pursuant to this Agreement, an infringement of any claim
within IRF Patent Rights.

                1.5     "Included Territory" means all of the world.

                1.6     "Affiliate" shall mean any corporation or other business
entity in which ASPENBIO, INC., shall own or control, directly or indirectly, at
least fifty percent (50%) of the outstanding stock or other voting rights
entitled to elect directors; provided, however, that in any country where the
local law shall not permit foreign equity participation of at least 50%, then an
"Affiliate" shall include any company in which ASPENBIO, INC.'S PARENT IF
APPLICABLE shall own or control, directly or indirectly, the maximum percentage
of such outstanding stock or voting rights permitted by local law.

                              2. GRANT OF LICENSES

                2.1     Subject to the limitations set forth in this Agreement,
IRF hereby grants to an exclusive field of use, worldwide license of IRF Patent
Rights to make, have made, use, sell and sublicense Licensed Technologies.

                2.2     Subject to the limitations set forth in this Agreement,
IRF hereby grants to ASPENBIO, INC. an exclusive worldwide license of IRF
Property Rights to possess, and practice the Invention.

                                       3
<PAGE>

               2.3 IRF expressly reserves the right, for itself and for the
University of Idaho, to use the Invention for educational and research purposes,
except that in no event will the IRF or the University of Idaho use or disclose
the Invention in any manner that would permit any third party to use the
Invention.

                                 3. SUBLICENSES

                3.1     As part of the licenses granted to ASPENBIO, INC.
pursuant to Article 2, and not in limitation thereof, IRF also grants to
ASPENBIO, INC. the right to issue sublicenses to third parties of all or part of
the rights granted to ASPENBIO, INC. in Article 2 of this Agreement. To the
extent applicable, such sublicenses shall include all of the rights of and
obligations due to IRF that are contained in this Agreement.

                3.2     ASPENBIO, INC. shall provide IRF with a copy of each
sublicense issued hereunder; pay to IRF its portion of royalties paid to
ASPENBIO, INC. from Sub licensee, and summarize and deliver all reports due IRF
from Sub Licensee. ASPENBIO, INC. shall use reasonable and prudent business
practices in its selection of Sub Licensee and in the collection of royalty
payments due IRF.

                3.3     Upon termination of ASPENBIO, INC.'S rights under this
Agreement pursuant to Section 9.1 and 10.1 of this Agreement, all Sub licensees'
current in their obligations to IRF shall be, without recourse or
representation, assigned to IRF and be continued by IRF pursuant to the terms
thereof so long as such Sub licensee performs all of its obligations there
under.

                                 4. LICENSE FEES

                4.1     ASPENBIO, INC. agrees to pay to IRF a license issue fee
of TWENTY THOUSAND DOLLARS ($20,000) payable upon execution of this Agreement.

                4.2     This fee is non-refundable and is not an advance against
royalties.

                                       4
<PAGE>

                                  5. ROYALTIES

                5.1     ASPENBIO, INC. shall also pay to IRF the following
earned royalty on all Revenues (as hereinafter defined) from Licensed
Technologies. "Revenue" shall be defined as AspenBio Inc.'s invoice price less
any Price Exceptions, taxes, duties, or insurance on Ungulate Pregnancy Test
Assays or Kits.

                        (a)     A royalty equal to Two and One Half percent
        (2.5%) of the Revenues from Registered Licensed Technologies for the
        term of this Agreement and continuing until the earliest of (i) a
        determination by a court of competent jurisdiction that the IRF Patent
        Rights are not filly valid and effective, or (ii) the expiration of the
        last to expire patent in said country covering Licensed Technology, or
        (iii) upon termination of this Agreement.

                5.2     Royalties shall be earned in each country for the
duration of IRF Patent Rights in that country, and shall accrue to the IRF when
Licensed Technologies or Processes are invoiced, or if not invoiced, when
delivered to a third party.

                5.3     Royalties accruing to IRF shall be paid to IRF quarterly
on or before September 30th, December 31st, March 31st, and June 30th of each
year. Each such payment will be for royalties that accrued within ASPENBIO,
INC.'S most recently completed fiscal quarter.

                5.4     ASPENBIO, INC. shall pay to IRF a minimum annual royalty
of TWENTY FIVE THOUSAND DOLLARS ($25,000.00) during the term of this Agreement.
The minimum annual royalties will be paid on a quarterly basis starting December
31st, 2001 and quarterly thereafter to IRF and shall be credited against the
earned royalty due and owing for the fiscal year in which the minimum payment
was made.

                5.5     All monies due IRF shall be payable in United States
funds collectible at par in Moscow, Idaho. When Licensed Technologies or
Processes are sold for monies other than United States dollars, the earned
royalties will first be determined in the foreign currency of the country in

                                       5
<PAGE>

which such Licensed Technologies or Processes were sold and then converted into
equivalent United States funds. The exchange rate will be that established by
the Bank of America in New York, New York on the last day of the reporting
period. ASPENBIO, INC. shall also be responsible for all bank transfer charges.

                5.6     Royalties earned with respect to sales occurring in any
country outside the United States will be reduced by any taxes, fees, or other
charges imposed by the government of such country on the remittance of royalty
income.

                5.7     ASPENBIO, INC.'S obligation to pay royalties hereunder
on ASPENBIO, INC.'S sales of the Licensed Technology in any country shall cease
upon (i) the expiration of the last to expire patent in said country covering
Licensed Technologies or (ii) the termination of this Agreement. Furthermore, in
the event that any patent or any claim thereof included within IRF Patent Rights
shall be held invalid by operation of law or in a final decision by a court of
competent jurisdiction and last resort and from which no appeal has or can be
taken, all obligation to pay royalties based on such patent or claim or any
claim patentably indistinct therefrom shall cease as of the date of such final
action of invalidation. ASPENBIO, INC. shall not, however, be relieved from
paying any royalties that accrued before such final action or that are based on
another patent or claim not involved in such action of invalidation.

                                6. DUE DILIGENCE

                6.1     ASPENBIO, INC., upon execution of this Agreement, shall
proceed in its usual commercial manner with the development, manufacture and
sale of Licensed Technologies and shall earnestly and diligently endeavor to
market the same within a reasonable time after execution of this Agreement and
in quantities sufficient to meet the market demands thereof. For purposes of
this agreement, market demand shall be the total demand, verifiable by
reasonable and customary business practices, for Licensed Technologies in the
Included Territory.

                                       6
<PAGE>

                6.2     ASPENBIO, INC. shall be entitled to exercise prudent and
reasonable business judgment in meeting its due diligence obligations hereunder.

                6.3     ASPENDIO, INC. shall endeavor to obtain all necessary
governmental approvals for the use and sale of Licensed Technologies.

                6.4     If ASPENBIO, INC. has not begun public sale of Licensed
Technologies in the United States within ONE (1) year from the Effective Date,
then IRF shall have the right, at its sole discretion, to either reduce the
exclusive licenses granted herein to non-exclusive licenses or to terminate this
Agreement, except that to the extent ASPENBIO, INC. has granted any sublicense
that is exclusive in any country, such sublicense shall remain exclusive for the
term thereof. This right, if exercised by IRF, supersedes the rights granted in
Article 2 (GRANT OF LICENSES).

                6.5     To exercise either the right to terminate this Agreement
or any of the licenses granted hereunder or to reduce any of said licenses to
nonexclusive licenses for lack of diligence, IRF must give ASPENBIO, INC.
written notice of the deficiency. ASPENBIO, INC. thereafter has sixty (60) days
to provide a detailed written plan as to how its proposed deficiency will be
cured by ASPENBIO, INC. If IRF has not received a reasonably satisfactory plan
as to how such deficiency will be cured by the end of the sixty (60) day period,
then IRF may, at its option, either terminate this Agreement or reduce any such
ASPENBIO, INC. exclusive licenses to nonexclusive licenses by giving written
notice to ASPENBIO, INC. These notices shall be subject to Article 20 (PAYMENTS,
NOTICES AND OTHER COMMUNICATIONS).

                          7. REPORTS AND RECORD KEEPING

                7.1     Beginning February 1st next following the execution of
this Agreement and semiannually thereafter, ASPENBIO, INC. shall submit to IRF a
progress report covering ASPENBIO, INC.'S activities related to the development
and testing and marketing of all Licensed Technologies and the obtaining of any
approvals necessary for marketing. These progress reports

                                       7
<PAGE>

shall be made for each Licensed Technology until the first commercial sale of
that Licensed Technology occurs in the United States. The progress reports shall
include, but not be limited to, the following topics:

                                (a)     summary of work completed,

                                (b)     key scientific discoveries,

                                (c)     summary of work in progress,

                                (d)     revised schedule of anticipated events
                or milestones, e.g., regulatory submissions, regulatory
                approvals,

                                (e)     marketing plans for introduction of
                Licensed Technology, and

                                (f)     a summary of resources (dollar value)
                spent in the reporting period, and activities of Sublicenses and
                Affiliates.

                7.2     ASPENBIO, INC. also agrees to report to IRF in its
immediately subsequent progress or royalty report the date of first commercial
sale of a Licensed Technology in each country.

                7.3     After the first commercial sale of a Licensed Technology
by ASPENBIO, INC. anywhere in the world, ASPENBIO, INC. will make quarterly
royalty reports to IRF on or before September 30th, December 31st, March 31st,
and June 30th of each year. Each such royalty report will cover ASPENBIO, INC.
most recently completed fiscal quarter and will show (a) the gross sales and Net
Sales of Licensed Technology sold in each country by ASPENBIO, INC. and its
Sublicenses during the most recently completed calendar quarter; (b) the number
of Licensed Technology sold; (c) the royalties, in U.S. dollars, payable
hereunder with respect to such sales; and (d) the exchange rates used.

                7.4     If no sale of Licensed Technology has been made during
any reporting period, a statement to this effect shall be required.

                                       8
<PAGE>

                7.5     ASPENBIO, INC. shall keep, and require its Sublicensee
to keep, books and records accurately showing all Licensed Technology used,
and/or sold under the terms of this Agreement, and shall require its Sublicensee
to keep such books and records. Such books and records shall be preserved for at
least Five (5) years from the date of the royalty payment to which they pertain
and shall be open to inspection by representatives or agents of IRF at
reasonable times.

                7.6     The fees and expenses of IRF's representatives
performing such an examination shall be borne by IRF. However, if an error in
royalties of more than percent (5%) of the total royalties due for any year is
discovered, then the fees and expenses of these representatives shall be borne
by ASPENBIO, INC. or its Sublicensee.

                             8. TERM AND TERMINATION

                8.1     If ASPENBIO, INC. or its successors or assigns shall
cease to be engaged in the product development and sales of animal science
products, IRF shall have the right to terminate the licenses granted to
ASPENBIO, INC. pursuant to this Agreement.

                8.2     Unless otherwise terminated by operation of law or by
acts of the parties in accordance with the terms of this Agreement, this
Agreement shall be in force from the Effective Date recited on page one and
shall remain in effect for the life of the last-to-expire patent licensed under
this Agreement.

                8.3     Any termination of this Agreement shall not affect the
rights and obligations set forth in the following Articles:

                        Article 7. REPORTS AND RECORD KEEPING
                        Article 14. CONFIDENTIALITY
                        Article 15. NON-USE OF NAMES AND TRADEMARKS
                        Article 17. INDEMNIFICATION

                                       9
<PAGE>

                8.4     Upon termination of this Agreement, ASPENBIO, INC. shall
have the privilege of selling all previously started or partially finished
Licensed Technologies, but no more, within a period of one hundred and twenty
(120) days, provided, however, that the sale of such Licensed Technology shall
be subject to the terms of this Agreement including, but not limited to, the
payment of royalties at the rate and at the time provided herein and the
rendering of reports thereon.

                8.5     Upon termination of this Agreement, except by expiration
of the last-to-expire patent or the abandonment of the last patent licensed
hereunder, ASPENBIO, INC. shall return to IRF, at the option of IRF, any
licensed equipment owned by the University or the IRF.

                              9. TERMINATION BY IRF

                9.1     If ASPENBIO, INC. should violate or fail to perform any
term or covenant of this Agreement, except for the provisions of Article 6 (DUE
DILIGENCE), then IRF may give written notice of such default (Notice of Default)
to ASPENBIO, INC. If ASPENBIO, INC. should fail to cure such default within
sixty (60) days of the effective date of such notice; IRF shall have the right
to terminate this Agreement and the licenses granted herein by a second written
notice (Notice of Termination) to ASPENBIO, INC. If a Notice of Termination is
sent to ASPENBIO, INC., this Agreement shall automatically terminate on the
effective date of such notice. Such termination shall not relieve ASPENBIO, INC.
of its obligation to pay any royalty or other fees owing at the time of such
termination and shall not impair any accrued right of IRF. These notices shall
be subject to Article 20 (PAYMENTS, NOTICES AND OTHER COMMUNICATIONS).

                                       10
<PAGE>

                        10. TERMINATION BY ASPENBIO. INC.

                10.1    ASPENBIO, INC. shall have the right at any time to
terminate this Agreement in whole or as to any portion of IRF Patent Rights by
giving notice in writing to IRF. Such notice of termination shall be subject to
Article 20 (PAYMENTS, NOTICES AND OTHER COMMUNICATIONS) and termination of this
Agreement shall be effective ninety (90) days from the effective date of such
notice.

                10.2    Any termination pursuant to the above paragraph shall
not relieve ASPENBIO, INC. of its obligation to pay any royalty or license fees
owing at the time of such termination and shall not impair any accrued right of
IRF, nor shall such termination rescind anything done by ASPENBIO, INC. or any
payments made to IRF hereunder prior to the time such termination becomes
effective.

              11. PROSECUTION AND MAINTENANCE OF IRF PATENT RIGHTS

                11.1    IRF shall diligently prepare, file, prosecute and
maintain the United States and foreign patents comprising IRF Patent Rights
using counsel of its choice. Without limiting the foregoing, IRF shall prepare,
file, prosecute and maintain patents in any country as requested by ASPENBIO,
INC.

                11.2    IRF shall use all reasonable efforts to amend any patent
application comprised within IRF Patent Rights to include claims or information
reasonably requested by ASPENBIO, INC. to protect the Licensed Technologies
under this Agreement.

                11.3    IRF shall apply for an extension of the term of any
patent included within IRF Patent Rights if appropriate under the Drug Price
Competition and Patent Term Restoration Act of 1984. IRF shall prepare and
execute such documents as are necessary for such application, and take such
additional reasonable action as is necessary to obtain such patent term
extension.

                                       11
<PAGE>

ASPENBIO, INC. agrees to provide any information, documents and the like which
IRF may reasonably request in connection therewith.

                11.4    The cost of preparing, filing, prosecuting and
maintaining all patent applications contemplated by this Agreement shall be
borne by ASPENBIO, INC.

                11.5    If ASPENBIO, INC. declines to so reimburse IRF, IRF may
abandon all IRF Patent Rights in said country and no further royalty will be
payable with respect to any Revenue arising in such country.

                               12. PATENT MARKING

                12.1    ASPENBIO, INC. agrees to mark all Licensed Technologies
or Processes made, used or sold under the terms of this Agreement, in accordance
with the applicable patent marking laws.

                             13. PATENT INFRINGEMENT

                13.1    In the event that ASPENBIO, INC. shall learn of the
infringement of any patent right owned by IRF and licensed under this Agreement,
ASPENBIO, INC. shall call IRF's attention thereto in writing and shall provide
IRF with reasonable evidence of such infringement. The parties to this Agreement
agree that during the period and in a jurisdiction where ASPENBIO, INC. has a
license under this Agreement, neither will notify a third party of the
infringement of any IRF Patent Rights without first obtaining consent of the
other Party, which consent shall not be unreasonably denied. Both parties shall
use their best efforts in cooperation with each other to terminate such
infringement without litigation.

                13.2    ASPENBIO, INC. may request that IRF take legal action
against any infringement of IRF Patent Rights. Such request shall be made in
writing and shall include reasonable evidence of such infringement and related
injuries to ASPENBIO, INC. If the infringing activity has not been abated within
ninety (90) days following the effective date of such request, IRF

                                       12
<PAGE>

shall have the right to commence suit on its own account against such
infringement, in which case any recoveries from such suit shall belong to IRF.
IRF shall give notice of its election in writing to ASPENBIO, INC. by the end of
the one-hundredth (100th) day after receiving notice of such request from
ASPENBIO, INC. Until and unless such infringement has ceased completely,
ASPENBIO, INC. (or any Sub Licensee.) shall have no further obligation to pay
any royalty to IRF in respect of any Licensed Technology in such country or
countries unless such infringement (e.g., any practice of any intellectual
property or making or selling any product or process using such intellectual
property) is occurring.

                13.3    If IRF does not commence suit against an infringement,
ASPENBIO, INC. may commence legal action in respect to such patent infringement
if the infringement occurred during the period and in a jurisdiction where
ASPENBIO, INC. had exclusive rights under this Agreement. However, in the event
ASPENBIO, INC. commences legal action in accordance with this paragraph, IRF may
thereafter join such action at its own expense, but ASPENBIO, INC. will be
entitled to all recoveries from such legal action.

                13.4    The parties hereto may enter into an agreement under
which the parties jointly commence suit against any such infringement, with each
party paying one half of the legal costs and receiving one half of any
recoveries, or such other allocation of legal costs and apportionment of
recoveries as such agreement may provide.

                13.5    Each party to this Agreement agrees to cooperate with
the other parties hereto in litigation proceedings instituted hereunder. Such
litigation shall be controlled by the party bringing the suit, except that any
other party may be represented by counsel of their choice at their expense in
any suit brought by one party. Except as provided in 13.4 hereof, both parties
shall be reimbursed from any recoveries for their out-of-pocket legal costs
incurred in any infringement

                                       13
<PAGE>

litigation, in proportion to their share of such legal expenses, before any
other disposition of such recoveries is made.

                               14. CONFIDENTIALITY

                14.1    All information and tangible property, including but not
limited to "Invention", provided to ASPENBIO, INC. by IRF or the University of
Idaho under this Agreement shall be deemed confidential. ASPENBIO, INC. agrees
not to use any confidential information or tangible property for any purpose
other than for the purpose of this Agreement.

                14.2    ASPENBIO, INC. agrees to protect and keep secret
confidential information supplied by IRF and relating to IRF Patent Rights
against disclosure to others with the same degree of care as it exercises with
its own data of a similar nature. ASPENBIO, INC. may not disclose such
information to others (except to its employees, agents or consultants who are
bound to it by a like obligation of confidentiality) without the express written
permission of IRF.

                14.3    IRF agrees to protect and keep secret confidential
information supplied by ASPENBIO, INC. under the provisions of Article 7
(REPORTS AND RECORD KEEPING), and any information supplied to it by ASPENBIO,
INC. which is identified in writing as confidential, against disclosure to
others with the same degree of care as it exercises with its own data of a
similar nature. IRF may not disclose such information to others (except to its
employees, agents or consultants who are bound to it by a like obligation of
confidentiality) without the express written permission of ASPENBIO, INC.,
unless IRF is otherwise required by law to disclose the information.

                14.4    The obligations of confidentiality provided by 14.1,
14.2 and 14.3 shall not prevent the recipient of confidential information
(RECIPIENT) from using or disclosing any confidential information provided to it
by the other party (DISCLOSER) which:

                                       14
<PAGE>

                        (a)     Is or becomes generally available to the public
        through no fault of RECIPIENT or its employees, consultants, agents,
        subcontractors or subsidiaries to whom DISCLOSER has released same;

                        (b)     Is published or disclosed by DISCLOSER, its
        employees or agents to the general public (including but not limited to,
        publication in trade or academic journals, or presentation at a trade or
        academic seminar, meeting, or similar events open to the general
        academic or trade community);

                        (c)     Is disclosed to RECIPIENT by a third party
        having the lawful right to disclose same, without obligation of
        confidentiality to DISCLOSER, its consultants or agents;

                        (d)     Is disclosed by RECIPIENT to a government agency
        with which RECIPIENT is unable to lawfully secure an obligation of
        confidentiality, to comply with statutory requirements for market
        approval, clinical trials, or certification of Licensed Technology;

                        (e)     Is approved for release in writing by DISCLOSER,
        and then only to the extent such written approval is granted; or

                        (f)     Which RECIPIENT can demonstrate was already
        known to it, or was independently developed by employees of RECIPIENT
        having no access to the confidential information.

                14.5    The obligations of confidentiality with respect to
information shall remain in effect until five (5) years after the termination of
this Agreement.

                       15. NON-USE OF NAMES AND TRADEMARKS

                15.1    No party to this Agreement shall, without express
written consent, use any name, trade name, trademark, or other designation of
any other party hereto (including contraction,

                                       15
<PAGE>

abbreviation or simulation of any of the foregoing) in advertising, publicity,
or other promotional activities. Unless required by law, ASPENBIO, INC. shall
not use the names of the Idaho Research Foundation, the University of Idaho or
any of its employees, nor any adaptation thereof, in any advertising,
promotional or sales literature without prior written consent obtained from IRF
or the University of Idaho.

                15.2    The parties hereto agree that the terms and conditions
of this Agreement shall be held in confidence except as required by or for
applicable disclosure laws, financing sources, enforcement of the Agreement,
mergers and acquisitions, or as otherwise mutually agreed by the Parties, and
such agreement shall not be withheld unreasonably.

                15.3    It is understood that IRF shall be free to release in
confidence, to the inventors and senior administrative officials of the
University of Idaho, the terms and conditions of this Agreement upon their
request. It is further understood that should a third party inquire whether a
license to IRF Patent Rights is available, IRF may disclose the existence of
this Agreement and the extent of the grant in Article 2 to such third party, but
shall not disclose the name of ASPENBIO, INC. except where required by law.

                              16. LIMITED WARRANTY

                16.1    IRF warrants to ASPENBIO, INC. that (i) IRF has the
lawful right to grant the licenses granted herein, (ii) IRF has obtained from
the Inventors and the University of Idaho all rights necessary to grant to
ASPENBIO, INC. the licenses granted herein, (iii) none of IRF, the Inventors or
the University of Idaho has granted or will grant any rights to any third person
in the IRF Patent Rights or the Invention that would infringe or limit the
licenses granted to ASPENBIO, INC. herein; and (iv) to the best knowledge of
IRF, the IRF Patent Rights and the Invention do not infringe any patent or other
property rights of any third party.

                                       16
<PAGE>

                16.2    EXCEPT AS PROVIDED IN 16.1 HEREOF OR OTHERWISE EXPRESSLY
SET FORTH IN THIS AGREEMENT, IRF MAKES NO REPRESENTATIONS AND EXTENDS NO
WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO:
WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, VALIDITY OF
PATENT RIGHTS CLAIMS ISSUED OR PENDING, COPYRIGHTS, TRADEMARKS AND OTHER RIGHTS.

                16.3    IN NO EVENT WILL THE IRF OR ASPENBIO, INC. BE LIABLE FOR
ANY INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES RESULTING FROM EXERCISE OF THIS
LICENSE OR THE USE OF LICENSED TECHNOLOGY.

                16.4    Except as provided in 16.1 hereof, nothing in this
Agreement shall be construed as: a) a warranty or representation by IRF as to
the validity or scope of any IRF Patent Rights; b) a warranty that anything
made, used, sold or otherwise disposed of under any license granted in this
Agreement is or will be free from infringement of patents, copyrights,
trademarks or other property rights of third parties; c) an obligation to bring
or prosecute actions or suits against third parties for infringement, except as
provided in Article 13 hereof; d) granting by implication, estoppel or otherwise
any licenses under patents of the IRF other than those comprised within IRF
Patent Rights of Paragraph 1.1, regardless of whether such patents are dominant
or subordinate to the patents comprised within said IRF Patent Rights; or e)
granting by implication, estoppel or otherwise any licenses under tangible
property of IRF or the University of Idaho.

                               17. INDEMNIFICATION

                17.     ASPENBIO, INC. agrees to indemnify, hold harmless and
defend IRF and the University of Idaho, its officers, employees, and agents and
the inventors of the patents and patent applications in IRF Patent Rights from
and against any and all liability, claims, suits, losses,

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<PAGE>

damages, costs, fees, and expenses arising out of the exercise of the licenses
granted herein. This indemnification will include, but not be limited to, any
process liability.

                17.2    IRF agrees to indemnify, hold harmless and defend
ASPENBIO, INC., its officers, directors, shareholders, employees, and agents
from and against any and all liability, claims, suits, losses, damages, costs,
fees, and expenses arising out of any breach of the representation, warranties
or covenants of IRF set forth in this Agreement.

                                18. ASSIGNABILITY

                18.1    This Agreement is assignable only with the express
written consent of IRF, which consent shall not be unreasonably withheld, except
that upon ten (10) days prior written notice to IRF by ASPENBIO, INC., this
Agreement may be assignable by ASPENBIO, INC. to any affiliate of ASPENBIO,
INC.'S or to any third party acquiring all or substantially all of the business
of ASPENBIO, INC. or all of that portion of the business of ASPENBIO, INC. where
it utilizes the licenses granted to it herein without the consent of IRF. IRF
may assign its rights under this Agreement upon ten (10) days prior written
notice to ASPENBIO, INC. Any assignee of this Agreement shall accept and assume
the terms hereof in writing.

                             19. DISPUTE RESOLUTION

                19.1    The parties shall endeavor to resolve any and all
claims, disputes or controversies arising under, out of, or in connection with
this Agreement, including any dispute relating to patent validity or
infringement, through good faith negotiations between the parties.

                19.2    Notwithstanding the foregoing, nothing in this Article
shall be construed to waive any rights or timely performance of any obligations
by either party existing under this Agreement.

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<PAGE>

                 20. PAYMENTS, NOTICES AND OTHER COMMUNICATIONS

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

                In the Case of IRF:

                        Director of Technology Licensing
                        Idaho Research Foundation
                        Morrill Hall 103
                        P.O. Box 443003
                        University of Idaho
                        Moscow, Idaho 83844-3003

                In the Case of ASPENBIO, INC.:

                        President, AspenBio Inc.
                        8100 Southpark Way, B-1
                        Littleton, CO 80120

                          21. MISCELLANEOUS PROVISIONS

                21.1    The headings of the several sections are inserted for
convenience of reference only and are not intended to be a part of or to affect
the meaning or interpretation of this Agreement.

                21.2    This Agreement will not be binding upon the parties
until it has been signed below on behalf of each party, in which event, it shall
be effective as of the date recited on page one.

                21.3    The parties hereto acknowledge that this Agreement sets
forth the entire Agreement and understanding of the parties hereto as to the
subject matter hereof, and shall not be subject to any change or modification
except by the execution of a written instrument subscribed to by the parties
hereto.

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                21.4    This Agreement shall be construed, governed, interpreted
and applied in accordance with the laws of the State of Idaho, U.S.A., except
that questions affecting the construction and effect of any patent shall be
determined by the law of the country in which the patent was granted.

                21.5    The provisions of this Agreement are severable, and in
the event that any provisions of this Agreement shall be determined to be
invalid or unenforceable under any controlling body of the law, such invalidity
or unenforceability shall not in any way affect the validity or enforceability
of the remaining provisions hereof.

                21.6    The failure of either party to assert a right hereunder
or to insist upon compliance with any term or condition of this Agreement shall
not constitute a waiver of that right or excuse a similar subsequent failure to
perform any such term or condition by the other party.

                21.7    In the event of a failure of performance due under the
terms of this Agreement and if it becomes necessary for either party to
undertake legal action against the other on account thereof, then the prevailing
party shall be entitled to reasonable attorney's fees in addition to costs and
necessary disbursements.

                21.8    The parties to this Agreement shall be excused from any
performance required hereunder if such performance is rendered impossible or
unfeasible due to any catastrophes or other major events beyond their reasonable
control, including, without limitation, war, riot, and insurrection; laws,
proclamations, edicts, ordinances or regulations; strikes, lock-outs or other
serious labor disputes; and floods, fires, explosions; earthquakes or other
natural disasters. When such events have abated, the parties' respective
obligations hereunder shall resume.

                21.9    This Agreement includes Exhibits A and B which are
attached hereto.

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                IN WITNESS WHEREOF, IRF and ASPENBIO, INC. have executed this
Agreement, in duplicate originals, by their respective officers hereunto duly
authorized, on the day and year hereinafter written.


       ASPENBIO, INC.                       IDAHO RESEARCH FOUNDATION


By:    /s/ Roger Hurst                      By     Ronald J. Satterfield
   -----------------------------              ----------------------------------
       (Signature)                                 (Signature)

Name:  Roger Hurst                          Name:  Ronald J. Satterfield
     ---------------------------
       (Please Print)

Title: President                            Title: Director of Technology
      --------------------------                          Licensing
       (Please Print)

Date:  9/26/01                              Date   9/27/01
     ---------------------------                --------------------------------

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