**Portions
      herein identified by [***] have been omitted pursuant to a
      request**


**for
      confidential treatment and have been filed separately with
      the**


**Commission
      pursuant to Rule 24b-2 of the Securities Exchange Act of
      1934**




**Exhibit
      10.2**




**AMENDED
      & RESTATED EXCLUSIVE LICENSE AGREEMENT**




This
      Amended & Restated Exclusive License Agreement (hereinafter referred to as
      this “Agreement”), effective as of December 29, 2006 (the “Effective Date”), is
      entered into by and between Asymmetric Therapeutics, LLC, (“Licensor”) a limited
      liability company duly organized under the laws of the State of Delaware and
      having a place of business at 141 Main Street, Unadilla, New York 13849, Onc
      Res, Inc., a corporation duly incorporated under the laws of the State of New
      York (“Onc Res”) and having a place of business at 141 Main Street, Unadilla,
      New York 13849, Fiordland Pharmaceuticals, Inc., a corporation duly organized
      and existing under the laws of the State of Delaware and having a place of
      business at 787 Seventh Avenue, 48 th Floor,
      New York, NY 10019 (the “Company”), and, for purposes of certain provisions
      hereof, Stason Pharmaceuticals, Inc., a corporation duly incorporated under
      the
      laws the State of California (“Stason”) and having a place of business at 11
      Morgan, Irvine, California 13849.




**WHEREAS,** Licensor
      is the sole owner of all right, title and interest in the Technology (as defined
      below), the Patent Rights (as defined below), and Know How (as defined below)
      related thereto;




**WHEREAS** ,
      Onc Res
      is the sole owner of certain regulatory filings relating to the Technology,
      and
      possibly has some right, title, and interest to the Technology or Patent
      Rights;




**WHEREAS,** the
      Company is interested in obtaining exclusive license under the Patent Rights
      and
      Know How in the Field of Use (as defined below) to make, have made, use, have
      used, lease, import and export, offer to sell, sell have sold, produce,
      manufacture, distribute and market products derived from such technologies;
      and




**WHEREAS,** Licensor
      wishes to grant to the Company an exclusive license under the Patent Rights
      and
      Know How, in the Field of Use (as defined below) to make, have made, use, have
      used, lease, import and export, offer to sell, sell have sold, produce,
      manufacture, distribute and market products derived from such technologies;




**WHEREAS** ,
      Stason
      Pharmaceuticals, Inc., a party to the JV Agreement, is willing to execute this
      Agreement relating to certain Articles to induce the Company to execute this
      Agreement; and




WHEREAS,
      on December 29, 2006, the parties hereto executed an Exclusive License Agreement
      (the “Original Agreement”) concerning the Technology and Patent Rights and that
      it is the intent of the parties hereto that this Agreement will supersede and
      replace such agreement in its entirety.




**NOW,
      THEREFORE,** in
      consideration of the foregoing recitals, the premises and the mutual covenants
      contained herein, the parties hereto, intending to be legally bound, agree
      as
      follows:




**Article
      1 Definitions**




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




**1.1**  **“Affiliate”**




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









**1.2**  **“Applicable
      Law(s)”**





means,
      with respect to the United States, the FDCA (as defined below), all regulations
      promulgated thereunder, and all other applicable laws, rules, regulations and
      guidelines within the Territory that apply to the import, export, research
      and
      development, manufacture, marketing, distribution, or sale of Licensed Products
      in the Field of Use in the Territory or the performance of either party’s
      obligations under this Agreement (including disclosure obligations as required
      by the United States Securities and Exchange Commission or other comparable
      exchange or securities commission having authority over a party) to the extent
      applicable and relevant to such party.





**1.3**  **“Competent
      Authority(ies)”**


means
      collectively the entities in each country in the Territory responsible for
      (a)
      the regulation of medicinal products intended for human use or the
      establishment, maintenance and/or protection of rights related to the Patent
      Rights, including but not limited to the FDA, the European Agency for Evaluation
      of Medicinal Products (“EMEA”), and the Ministry of Health, Labor and Welfare in
      Japan, and any other applicable administrative agency in any country in the
      Territory having the aforementioned responsibilities, and any successor entities
      thereto, (b) the establishment, maintenance and/or protection of rights
      related to the Patent Rights, including the United States Patent and Trademark
      Office (“USPTO”), and (c) any other applicable regulatory or administrative
      agency in any country in the Territory that is comparable to, or a counterpart
      of, the foregoing .




**1.4**  **“Development”**





means
      the
      Company’s, its Affiliates’, or Sublicensees’ use of commercially reasonable
      efforts to secure Marketing Authorizations for Licensed Products in the
      Territory.




**1.5**  **“DMF”**




means
      a
      drug master file, as provided for in 21 CFR § 314.420, or similar submission to
      or file maintained with the FDA or other Competent Authority that may be used
      to
      provide confidential detailed information about facilities, processes, or
      articles used in the manufacturing, processing, packaging, and storing of one
      or
      more human drugs .




**1.6**  **“FDCA”**





means
      the
      United States’ Federal Food, Drug, and Cosmetic Act, as amended, and the
      regulations promulgated with respect thereto.




**1.7**  **“FDA”**




means
      the
      United States Food and Drug Administration and any successor entity
      thereto.




2




**1.8**  **“Field
      of Use”**





means
      the
      (i) use of uracil, its analogs, prodrugs, derivatives, metabolites, degradents,
      and intermediates, alone or in combination with any device, pharmaceutical
      ingredient, chemical or biologic, for the prevention or treatment of any
      disease, state or condition in humans or animals and (ii) the use of any
      pharmaceutical compositions, chemicals or biologics to treat Palmar-Plantar
      Erythrodysesthesia (a/k/a "Hand-Foot Syndrome").




**1.9**  **“First
      Commercial Sale”**





means,
      with respect to any Licensed Product, the first sale of such Licensed Product
      after all applicable Marketing Authorizations (if any) have been granted by
      the
      applicable Competent Authority(ies).




**1.10**  “ **Governmental
      Approval(s)”**




means
      any
      and all permits, licenses, approvals, and authorizations required by any
      Competent Authority as a prerequisite to the development, manufacturing,
      packaging, marketing, and selling of a Licensed Product in the Field of Use
      in
      the Territory.




**1.11**  **“IND(s)”**




means
      an
      investigational new drug application as defined in *21
      C.F.R. Part 312* et seq
      in the United States (as may be amended, supplemented or replaced from time
      to
      time), or equivalent application to any Competent Authority of any other country
      in the Territory, to commence clinical testing of a drug, including but not
      limited to any amendments, supplements, or supporting correspondence with
      respect thereto.




**1.12**  **** **“Improvements”**




shall
      mean any modification, enhancement, or improvement of a Licensed Product, or any
      inventions, discoveries, improvements (whether patentable or not), information,
      and data, owned or controlled by Licensor or Onc Res at any time during the
      Term, which would be useful or necessary in the manufacture, use, or sale of
      any
      Licensed Product, or the practice of which would infringe an issued or pending
      claim within the Patent Rights.




**1.13**  **“Know-how”**




shall
      mean all tangible or intangible **** information
      and know-how (other than that which is the subject of a Valid Claim in the
      Patent Rights), whether patentable or not (but which has not been patented),
      related to the Technology, the Licensed Product, or any Improvement or which
      is
      useful to or necessary for the Company to develop or commercialize any Licensed
      Product (including but not limited to: trade secrets, formulations, protocol,
      results of experimentation, in vitro, preclinical or clinical design,
      information or results, other proprietary materials, processes, including but
      not limited to manufacturing processes, data, drawings and sketches, designs,
      testing and test results, regulatory information of a like nature), owned or
      controlled by Licensor or Onc Res as of the Effective Date or which Licensor
      or
      Onc Res obtains the right to disclose and license to the Company during the
      Term.




3




**1.14**  **“Licensed
      Product(s)”**




shall
      mean any product, including but not limited to the Technology, that cannot
      be
      manufactured, used or sold, in whole or part, without infringing one or more
      Valid Claims included within the Patent Rights in the country in which the
      product is made, used, leased, imported, exported, offered for sale or
      sold.




**1.15**  **“Licensor
      IND(s)”** ****





means
      the
      INDs, whether now existing or previously submitted, described on Schedule 1.15,
      and any filings, updates, material correspondence, or material communications
      to
      or from any applicable Competent Authority with respect thereto.




**1.16**  **“Marketing
      Authorization”**




means
      all
      necessary and appropriate regulatory approvals, including but not limited to
      NDAs and reimbursement and pricing approvals, to allow a Licensed Product to
      be
      marketed and sold in the Field of Use in a particular country in the
      Territory.




**1.17**  **“Milestone
      Payment”**




means
      the
      payments set out in Article 6.4.




**1.18**  **“NDA”**




means
      a
      New Drug Application as defined in *21
      C.F.R. Part 314.50* et
      seq.
      in the United States (as may be amended, supplemented or replaced from time
      to
      time), or equivalent application to any Competent Authority of any other country
      in the Territory, to commence commercial sale and marketing of a drug for human
      use, including but not limited to any amendments, supplements, or supporting
      correspondence with respect thereto.




**1.19**  **“Net
      Sales”**




shall
      have the meaning set out below:




1.19.1
            “Net
                Sales” shall mean the total gross receipts for sales of Licensed Products
                to customers who are not Affiliates, or are Affiliates, but are end
                users
                of the Licensed Products, by or on behalf of the Company or any of
                its
                Affiliates or Sublicensees, whether invoiced or not, less only the
                sum of
                the following:




(a)
            usual
                trade discounts to customers, including but not limited to cash,
                quantity
                and trade discounts, rebates and other price reductions for such
                Licensed
                Product given to such customers;




(b)
            sales,
                tariff duties, value-added tax and/or use taxes directly imposed
                and with
                reference to particular sales;




(c)
            amounts
                allowed or credited on charge-backs and/or
                returns;




(d)
            bad
                debt deductions and uncollectible amounts actually written off during
                the
                accounting period;




4




(e)
                outbound
                    transportation prepaid or allowed and transportation insurance;




(f)
            sales
                commissions;




(g)
            wholesaler
                and distribution fees;




(h)
            packaging,
                freight, and insurance charges;




(i)
            customs
                duties, surcharges and other governmental charges incurred in exporting
                or
                importing such Licensed Product to such customers;
                and




(j)
              wholesaler
                  discounts and government
                  chargebacks.




1.19.2
            Components
                of Net Sales (and the deductions listed above) shall be determined
                in the
                ordinary course of business in accordance with
                GAAP.




1.19.3
            Notwithstanding
                anything herein to the contrary, the transfer of a Licensed Product
                to an
                Affiliate, Sublicensee, or other Third Party in connection with the
                research, development or testing of a Licensed Product or for purposes
                of
                resale shall not be considered a sale of a Licensed Product under
                this
                Agreement. Nor shall the transfer of Licensed Product solely for
                indigent
                or similar public support or compassionate use programs be considered
                a
                sale of Licensed Product under this
                Agreement.




1.19.4
            In
                the case of discounts on “bundles” of separate products or services which
                include Licensed Products, the Company may discount (or enable its
                Affiliates and Sublicensees to discount) the bona fide list price
                of a
                Licensed Product by the average percentage discount of all products
                of the
                Company and/or its Affiliates and Sublicensees in a particular “bundle”,
                calculated as follows:





Average
      percentage


discount
      on a  =  1
      - (X/Y) x
      100


particular
      “bundle”




where
      X
      equals the total discounted price of a particular “bundle” of products, and Y
      equals the sum of the undiscounted bona fide list prices of each unit of every
      product in such “bundle”. The Company shall provide Licensor documentation
      reasonably supporting such average discount with respect to each “bundle.” If a
      Licensed Product in a “bundle” is not sold separately, and no bona fide list
      price exists for such Licensed Product, the Company shall determine in good
      faith a reasonable imputed list price for such Licensed Product and Net Sales
      with respect thereto shall be based on such imputed list price.




**1.20**  **“Patent
      Rights”**




means




1.20.1
            all
                U.S. and foreign patents and patent applications set forth in Schedule1.20;




1.20.2
            any
                and all US or foreign patents, patent applications, or other rights
                issuing from, or filed subsequent to the date of this Agreement,
                based on
                or claiming priority to or from the applications, patents, and rights
                listed on Schedule 1.20, including but not limited to continuations,
                continuations in part, divisionals, reexaminations, extensions, reissues,
                substitutions, renewals, supplementary protection certificates,
                registrations, and confirmations of any of the foregoing, and any
                patents
                resulting from any application or right included in Articles 1.20.1
                or
                1.20.2;




5




1.20.3
            any
                other intellectual property rights owned or controlled by the Licensor
                or
                Onc Res or that Licensor or Onc Res has the ability to license to
                the
                Company relating to the Technology as of the date of this Agreement,
                or
                which Licensor or Onc Res acquires, or acquires the right to license
                to
                the Company, after the Effective Date, and any and all US or foreign
                patents, patent applications, or other rights, including continuations,
                continuations in part, divisionals, reexaminations, extensions, reissues,
                substitutions, renewals, supplementary protection certificates,
                registrations, and confirmations of such rights claiming or relating
                to,
                in each case, Technology;




1.20.4
            any
                other intellectual property rights owned or controlled by the Licensor
                or
                Onc Res at any time during the Term of this Agreement relating to
                or
                claiming an Improvement or that Licensor or Onc Res has the ability
                to
                license or gains the ability to license to the Company or Onc Res
                relating
                to or claiming an Improvement; and any and all US or foreign patents,
                patent applications, or other rights, including continuations,
                continuations in part, divisionals, reexaminations, extensions, reissues,
                substitutions, renewals, supplementary protection certificates,
                registrations, and confirmations of such rights relating to or claiming,
                in each case, an Improvement;and




1.20.5
            any
                information useful or necessary to file and obtain issuance of valid
                patent claims relating to the use, manufacture, development,
                administration, delivery, formulation, dosing, packaging, and handling
                of
                the Technology, Know-how, and Licensed
                Products.




The
      parties shall use commercially reasonable efforts to ensure that Schedule 1.20
      shall be amended in writing from time to time to reflect the foregoing, provided
      that any failure to do so shall not limit the scope of the definition of Patent
      Rights established above.




**1.21**  **“Person”**





means
      an
      individual, corporation, partnership, limited liability company, trust, business
      trust, association, joint venture, non-profit organization, pool, syndicate,
      sole proprietorship, unincorporated organization, university, governmental
      authority or any other form of entity not specifically listed
      herein




**1.22**  **“Phase
      I Trial”**




means
      a
      clinical trial that generally provides for the first introduction into humans
      of
      a Licensed Product with the primary purpose of determining safety, metabolism
      and pharmacokinetic properties and clinical pharmacology of the Licensed
      Product, and generally consistent with 21 CFR § 312.21(a).




**1.23**  **“Phase
      II Trial”**




means
      a
      clinical trial of a Licensed Product on patients, including possibly
      pharmacokinetic studies, the principal purpose of which is to make a preliminary
      determination that such Licensed Product is safe for its intended use and to
      obtain sufficient information about such Licensed Product’s efficacy to permit
      the design of further clinical trials, and generally consistent with 21 CFR
§
312.21(b).




6




**1.24**  **“Phase
      III Trial”**




means
      a
      pivotal human clinical trial of a Licensed Product, which trial is designed
      to:
      (a) establish that a Licensed Product is safe and efficacious for its intended
      use; (b) define warnings, precautions and adverse reactions that are associated
      with the Licensed Product in the dosage range to be prescribed; (c) support
      Marketing Authorization of such Licensed Product; and (d) generally consistent
      with 21
      CFR §
312.21(c) .




**1.25**  **“Pivotal
      Trial”**





means
      a
      Phase III Trial of a particular Licensed Product that is conducted subsequent
      to
      completion of the first Proof of Concept Trial for such Licensed
      Product.





**1.26**  **“Proof
      of Concept Trial”**





means
      a
      Phase I Trial or Phase II Trial the results of which indicate that the Licensed
      Product which is the subject of such Phase I Trial or Phase II Trial will be
      safe and effective in humans for treatment of the indication(s) which are the
      subject of such Phase I Trial or Phase II Trial, as reasonably determined by
      the
      Company.





**1.27**  **“Registration(s)”**





means
      any
      and all permits, licenses, authorizations, registrations or regulatory approvals
      (including, but not limited to, IND or NDA) required and/or granted by any
      Competent Authority as a prerequisite to the development, manufacturing,
      packaging, shipping, marketing and/or selling of any product.




**1.28**  **“Royalty
      Term”**




means,
      on
      a country-by-country and Licensed Product-by-Licensed Product basis, the period
      commencing on the Effective Date and ending on the date of the last to expire
      Valid Claim contained in the Patent Rights covering a Licensed Product in such
      country (such expiration including, for purposes hereof, the date upon which
      no
      Valid Claims remain with respect to a particular country, even if such date
      occurs prior to patent issuance), provided that, for purposes of this
      definition, any Valid Claim that has not issued but has been pending more than
      five (5) years from filing shall be deemed expired (and not a Valid
      Claim).




**1.29**  **“Sublicensee”** ****




means
      a
      Third Party that has entered into an agreement with the Company licensing to
      such Third Party any of the rights granted to the Company by the Licensor
      pursuant to Article 2.1, or a Third Party that has entered into a license
      agreement with any such Sublicensee licensing such Third Party the rights
      granted to the Company by the Licensor and granted to such subsequent Third
      Party licensee by the Sublicensee.




**1.30**  **“Successful
      Completion”**




means
      achieving the primary endpoint in the Proof of Concept Trial, as defined in
      the
      protocol for such trial, which shall be designed by the Company.




7




**1.31**  **“Technology”**





means
      all
      technology related to the topical, external, epidermal, or mucosal
      administration of uracil, or any analogs, derivatives, isomers, enantiomers, prodrugs,
      metabolites, esters, salts, hydrates, solvates, or polymorphs thereof, and
      any
      other technology described in the Patent Rights .




**1.32**  **“Term**




has
      the
      meaning set out in Article 11.1.




**1.33**  **“Territory”**




means
      the
      world.





**1.34**  **“Third
      Party”**





mean
      any
      Person other than Licensor, Onc Res, Company, and their respective
      Affiliates.




**1.35**  **“Valid
      Claim”**




means
      any
      pending or issued claim included within the Patent Rights that has been filed
      in
      good faith and has not been withdrawn, permanently revoked, abandoned nor deemed
      unenforceable, unpatentable, or invalid by a decision of a court or other
      governmental agency of competent jurisdiction that is unappealable or unappealed
      in the time allowed for appeal, and which has not been admitted to be invalid
      or
      unenforceable through reissue or disclaimer or otherwise.




**Article
      1A Termination of Joint Venture Agreement; Assignment**




Prior
      to
      or concurrent with the execution of this Agreement, that certain Joint Venture
      Agreement, dated February 19, 2005, between Licensor, John P. Ford, MD (“Ford”),
      and Stason Pharmaceuticals, Inc. (“Stason”; such agreement, the “JV Agreement”),
      shall terminate or have been terminated, as the case may be, in a manner
      acceptable to Company, in its sole discretion, pursuant to the Termination
      Agreement attached hereto as Exhibit 1A(1) (the “Termination Agreement”).
      Additionally, John Ford shall assign all right and title to the Patent Rights,
      Know-how or Improvements to Licensor in a form acceptable to the Company
      attached hereto as Exhibit 1A(2) (the “Assignment”). This Agreement shall not be
      effective until a Termination Agreement acceptable to the Company has been
      executed by Ford, Onc Res, and Stason and is itself effective and the Assignment
      executed by Dr. Ford. Licensor, Onc Res, and Stason agree that the Company
      shall
      be a third party beneficiary of the Termination Agreement, as provided for
      therein, and Licensor and Onc Res shall, upon the request of the Company, take
      such actions as may be necessary to enforce Licensor’s or Onc Res’ or the
      Company’s rights thereunder or otherwise ensure that all right, title, and
      interest to Technology, Know-how, and Patent Rights (including but not limited
      to Improvements and any rights related thereto) are and remain the sole property
      of Licensor, subject to the rights granted under this Agreement.




8




**Article
      2 License Grant**




**2.1**  **Grant
      of License**




Licensor
      and Onc Res hereby grant to the Company an exclusive license, with rights to
      grant sublicense as further described below, in the Field of Use to practice
      under the Patent Rights and to utilize the Know-how in the Territory, including
      to:




2.1.1
            conduct
                research, make, have made, use, have used, import, have imported,
                export,
                have exported, offer for sale, have sold, sell, produce, manufacture,
                distribute and market Licensed Products to the full end of the Royalty
                Term, unless sooner terminated as hereinafter provided;
                and




2.1.2
            sublicense
                to third parties, through multiple tiers, in accordance with Article
                2.2
                below, the rights granted under
                Article 2.1.1.




**2.2**  **Sublicenses**




2.2.1
            The
                Company shall have the right to sublicense rights granted in Article
                2.1
                in its sole discretion, and shall have the right to grant further
                sublicenses in their sole discretion. All sublicenses granted under
                this
                Article 2.2.1 shall survive and be automatically assigned to Licensor
                and
                Onc Res upon termination of this Agreement,*provided
                however*,
                Licensor and Onc Res shall not be obligated to incur any obligations
                in
                excess of those of Licensor and Onc Res contained herein.




2.2.2
            Notwithstanding
                the foregoing, if the Company believes that Licensor has terminated
                this
                Agreement for the primary purpose of doing business directly with
                the
                Sublicensee, the termination may be disputed under the provisions
                of
                Article 10.




**Article
      3 Technology; Regulatory Transfer**




**3.1**  **Technology
      and Regulatory Transfer**





Upon
      execution of this Agreement, (i) Licensor and Onc Res shall transfer to the
      Company, at no additional cost, all Know-how, which shall include but not be
      limited to all pre-clinical or clinical data, trade secrets, human safety data,
      preliminary efficacy data, and other regulatory data related to any Licensed
      Product in its possession, and (ii) Licensor and Onc Res hereby assign all
      right, title, and interest in the Licensor IND(s) to the Company, free and
      clear
      of all liens, claims, and encumbrances.





Licensor
      and Onc Res shall, at Company’s cost, take any and all actions requested by the
      Company to effect the purposes of the foregoing as promptly as practicable
      following the execution of this Agreement, which shall include but not be
      limited to (i) preparing and filing whatever filings, requests or applications
      are required or deemed advisable to be filed with any Regulatory Authority,
      if
      any, in connection with the assignment of the Licensor and Licensor IND(s)
      (including but not limited to, if applicable with respect to the FDA, a
“transfer of ownership letter”) and (ii) taking all reasonable actions necessary
      to enable the Company to undertake the manufacture, development and
      commercialization of Licensed Products under this Agreement. Such actions shall
      include providing the Company with:





a.
            copies
                of all regulatory submissions;




9




b.
            any
                communications with Competent Authorities and the minutes of any
                meetings
                with Competent Authorities relating to any Licensed
                Product;





c.
            DMFs
                and any trial, drug, or other master files relating to any Licensed
                Product, including copies of all case report
                forms;





d.
            copies
                of all listings and tables of results from the clinical trials relating
                to
                any Licensed Product;





e.
            copies
                of all treatment-related serious adverse event reports from the clinical
                trials relating to any Licensed
                Product;





f.
            storage
                of and access permission to any retained samples of materials used
                in
                clinical trials relating to any Licensed
                Product;





g.
            access
                to contract and clinical research organizations involved in the
                preclinical studies and clinical trials relating to any Licensed
                Product;





h.
            the
                data, files and results of any chemistry, manufacturing, or
                control-related activities regarding any Licensed Product;
                and





i.
            all
                other information that the Company may reasonably request that may
                be
                useful to the Company for the manufacturing of Licensed Products
                or
                conducting preclinical studies and clinical trials and other development
                activities with respect to each Licensed Product, and the
                commercialization of Licensed
                Products.




**3.2**  **Transfer
      of Inventory**




For
      a
      period of one (1) year following the date of this Agreement, Licensor and Onc
      Res shall provide such technical assistance to Company as Company reasonably
      requests regarding the Patent Rights, Know-how, Licensed Products and
      Technology, including without limitation providing to Company, as requested
      by
      the Company, all or part of Licensor’s and Onc Res’ inventory of GMP and non-GMP
      Technology and Licensed Products, described on Exhibit 3.2, as the parties
      mutually agree.




**3.3**  **Consulting**




The
      Company and Ford shall enter into a consulting agreement in the form attached
      hereto as Exhibit 3.3 (the “Consulting Agreement”) concurrent with the execution
      of this Agreement; Company shall not have any payment or other obligations
      under
      this Agreement unless and until the Consulting Agreement has been executed
      by
      both the Company and Ford.




**Article
      4 Regulatory Compliance**




**4.1**  **Ownership
      and Maintenance of Governmental Approvals**




4.1.1
            The
                Company will own all Marketing Authorizations for each country in
                the
                Territory for Licensed Products. Without limiting the generality
                of the
                foregoing, the Company shall prepare and submit in its own name and
                at its
                expense NDAs with the FDA in the U.S. and any other equivalent application
                with the Competent Authorities in other countries in the
                Territory.




10




4.1.2
            The
                Company shall secure and maintain in good standing, at its sole cost
                and
                expense, any and all Governmental Approvals (including, Marketing
                Authorizations, licenses, permits and consents, facility licenses
                and
                permits required by Applicable Laws or by the applicable Competent
                Authorities) necessary and/or required for the Company to perform
                its
                obligations under this Agreement and use commercially reasonable
                efforts
                at its cost and expense to secure and maintain any variations and
                renewals
                thereof.
                Licensor and Onc Res shall promptly notify Company of any written
                or oral
                notices received from, or inspections by, any Competent Authority
                relating
                to any such Governmental Approvals.




4.1.3
            During
                the time that Licensor or Onc Res is the holder of any Governmental
                Approval referred to in Article 4.1.2 above, Licensor and Onc Res
                shall
                (i) promptly provide Company an advance draft of any proposed responses
                to
                such written notices or inspections and the resolution of any issue
                raised
                by such Competent Authority and (ii) make such reasonable changes
                to such
                proposed response as may be recommended by Company, and the Company
                shall
                be entitled to attend any and all meetings and participate in telephone
                calls with the Competent Authorities, including without limitation
                any
                meeting preparation, meeting co-ordination and preparation of
                minutes.




**4.2**  **Rights
      of Reference**




Licensor
      and Onc Res shall grant and hereby grants the Company a free-of-charge right
      to
      reference and use and have full access to all preclinical and clinical data,
      information, and results, Governmental Approvals, and all other regulatory
      documents relating to or useful for the Development of the Technology and Licensed
      Products ,
      including but not limited to any IND, NDA, DMF (whether as an independent
      document or as part of any Governmental Approval), and all chemistry,
      manufacturing and controls information, and any supplements, amendments or
      updates to the foregoing, where such regulatory documents are owned, licensed,
      or controlled by Licensor or Onc Res (for the purposes of this Article, the
      “Right of Reference”). The Company may license the Right of Reference to
      Affiliates and to Sublicensees.




**4.3**  **Access
      to Manufacturers**




Licensor
      and Onc Res grant to the Company a free of charge right to access any suppliers
      of any form, component, or ingredient of or precursor to the Technology or
      any
      Licensed Product, and shall, if and as requested by the Company, reasonably
      assist Company in establishing supply relationships with such suppliers on
      commercially reasonable terms and/or assigning any relevant supply agreements
      to
      the Company.




**4.4**  **Right
      of First Negotiation To Market Licensed Products in Asia**




Within
      fifteen (15) days of receipt
      by Stason from the Company (under appropriate confidentiality agreements) of
      the
      complete, final study report from the
      Proof of Concept Trial, Stason shall have the right to contact the Company
      to
      discuss the acquisition of commercial marketing rights for Licensed Products
      in
      the Asian Market. The Company hereby agrees to negotiate, in good faith, such
      agreement with Stason for such rights provided Stason has the capabilities
      and
      resources to effectively market and commercialize such Licensed Product in
      the
      Asian Market. If the parties cannot agree on a definitive marketing agreement
      relating to such Licensed Product within 90 days from the commencement of such
      negotiations (such negotiations to commence within fifteen (15) days of receipt
      of notification from Stason informing the Company that it wishes to commence
      such negotiations), then the Company shall have the right to terminate such
      negotiations and either market and commercialize Licensed Products in the Asian
      Market by itself or license or otherwise grant such rights to a third party
      or
      parties. The Asian Market shall mean South Korea, China, Singapore, Taiwan,
      Indonesia, Vietnam and Thailand.




11




**Article
      5 Development and Commercialization**




**5.1**  **Development**




The
      Company shall
      use commercially reasonable efforts, itself or through the activities of its
      Sublicensees and Affiliates, to perform the Development and
      secure the Marketing Authorizations for Licensed Products.




**5.2**  **Commercialization**




The
      Company shall, following receipt of the necessary Marketing Authorizations,
      use
      commercially reasonable efforts to, itself or through the activities of its
      Sublicensees and Affiliates, commence marketing of, and to promote, market,
      sell
      and commercialize thereafter, Licensed Products in the Territory within Field
      of
      Use.




**5.3**  **Diligence
      Milestones**




5.3.1
            The
                Company will use commercially reasonable efforts to achieve the
                performance milestones set forth in Exhibit 5.3.1 (the “Diligence
                Milestones”) by the dates indicated therefor.Each
                of the Diligence Milestones shall only need to be satisfied once
                under
                this Agreement, regardless of the number of Licensed Products or
                indications therefor.




5.3.2
            Notwithstanding
                anything to the contrary, theCompany
                shall be entitledto
                extend the date specified for accomplishing any Diligence Milestone
                by6
                month periods by paying an Extension Payment (any such payment, an
                “Extension Payment”). The Extension Payment shall be $[***] for the first
                6 month period, increasing at a rate of $[***] per 6 month period
                thereafter, until achievement of any relevant Diligence Milestone.
                As an
                example by way of illustration only, a representative payment schedule
                of
                Extension Payments relating to the delay of each Diligence Milestone
                is
                attached as Exhibit 5.3.2. Upon the achievement of any Diligence
                Milestone, the deadline of which has been extended pursuant to this
                Article 5.3.2, the Company shall no longer have any obligation to
                remit
                Extension Payments to the Licensor relating to such Diligence Milestone
                and the Company shall be deemed in good standing under this Agreement
                as
                it relates to the achievement of such Diligence Milestone and its
                diligence obligations under Articles 5.1 and 5.2 (as
                applicable).




5.3.3
            If
                the Company’s failure to accomplish any Diligence Milestone by the
                applicable date set forth on Exhibit 5.3.1 (as such date may be extended
                pursuant to Article 5.3.2 and this Article 5.3.3) is a result of
                a
                clinical hold or other delay caused by (i) the direction, guidance,
                or
                requirements of any Competent Authority, (ii) the inability of the
                Company
                to acquire GMP-grade Licensed Product on commercially reasonable
                terms,
                (iii) adverse events in clinical trials, or (iv) any other circumstances
                beyond the Company’s reasonable control, then (1) this Agreement shall
                remain in full force and effect, (2) the dates set forth on Exhibit
                5.3.1
                for the accomplishment of the Diligence Milestones shall be automatically
                extended to the extent of any delay(s) resulting from the occurrence
                of
                the circumstances described in (i), (ii), (iii), and (iv) above,
                and (3)
                the Company shall not have any obligation to make any Extension Payments
                with respect to such automatic extensions, provided however, the
                Company
                continues to use commercially reasonable efforts to progress the
                development of a LicensedProduct.
                Licensor’s sole and exclusive remedy with respect to any failure of the
                Company to achieve the Diligence Milestones on the dates required
                by this
                Article 5.3 (as they may be extended pursuant to Articles 5.3.2 and
                5.3.3)
                shall be its right to receive payments owed to it under Article 5.3.2
                above.




12




**5.4**  **Assumption
      of Agreements**




The
      Licensor and Onc Res are parties to numerous clinical trial agreements with
      physicians, care facilities, hospitals and contract research organizations
      to
      organize and carry out clinical trials that relate to Licensed Products (“CT
      Agreements”). Attached as Schedule 5.4(a) is a list of those CT Agreements. The
      Licensor and Onc Res hereby assign or otherwise transfer, as of the Effective
      Date, and the Company hereby assumes, all of Licensor’s and Onc Res’ rights,
      obligations and responsibilities under the CT Agreements listed on Schedule
      5.4(b) (the “Transferred Agreements”) following the Effective Date.
      Notwithstanding the foregoing, the parties acknowledge that, by this Agreement,
      neither Licensor nor Onc Res is assigning, and the Company is not assuming,
      any
      indemnification or other liabilities or obligations under the CT Agreements
      with
      respect to any matters occurring prior to the Effective Date or that relate
      to
      the acts and omissions of Licensor or Onc Res, and that all liabilities and
      obligations under the CT Agreements and all liabilities and obligations under
      the Transferred Agreements that arose prior to the Effective Date or with
      respect to the acts or omissions of Licensor or Onc Res shall be the sole
      responsibility of the Licensor and Onc Res, unless otherwise specifically agreed
      upon within this Agreement. **** The
      Licensor and Onc Res have provided to the Company a copy of each written notice
      of invention, if any, received by the Licensor, Onc Res, or their Affiliates
      under any of the CT Agreements.




**Article
      6 Royalties and Other Consideration**




**6.1**  **Royalties
      on Net Sales**




During
      the Royalty Term the Company shall pay Licensor royalties equal to:




a.
            [***]
                percent ([***]%)
                of the first $[***] of Net Sales in a particular calendar
                year;




b.
            [***]
                percent ([***]%) of all Net Sales in excess of $[***] but less than
                $[***]
                in a particular calendar year; and




c.
            [***]
                percent ([***]%) of all Net Sales in excess of $[***] in a particular
                calendar year.




All
      royalties described above shall, in each case, be subject to further adjustment
      as described in this Article 6.




As
      an
      example of the royalty calculation contemplated above, if Net Sales in a
      particular calendar year total $[***], Company’s royalty obligations to Licensor
      with respect to such calendar year’s Net Sales would, without taking into
      account any adjustments under this Article 6, equal $[***] under this Article
      6.1 ([***]).




13




**6.2**  **No
      Multiple Royalties**




No
      multiple royalties shall be payable because the use, lease or sale of any
      Licensed Product is, or shall be, covered by more than one Valid Claim contained
      in the Patent Rights.




**6.3**  **Combination
      Products**




In
      the
      event that a Licensed Product is sold in the form of a combination product
      containing one or more technologies which, if incorporated into a product by
      themselves, would not render a product a Licensed Product (i.e. the combination
      product itself is not covered by the Patent Rights), the Net Sales for such
      combination product shall be calculated by multiplying the sales price of such
      combination product by the fraction A/(A+B) where (i) A is the invoice price
      of
      a Licensed Product incorporating solely the technology which renders such
      product a Licensed Product, or, if such Licensed Product is not sold separately,
      the fair market value of a Licensed Product incorporating solely such
      technology, and (ii) B is the total invoice price of products incorporating
      solely the other technologies or, if such products are not sold separately,
      the
      fair market value of such products. Notwithstanding the foregoing, for the
      purposes of this Article 6.3, a combination product shall not include a Licensed
      Product that is a combination of uracil and 5-FU, its prodrugs, derivatives,
      precursors or analogues.




**6.4**  **Milestone
      Payments**




As
      further consideration for the license granted hereunder, the Company will make
      the following one-time Milestone Payments to Licensor.




6.4.1
            Three
                Hundred Thousand Dollars ($300,000) on February 28, 2007, provided,
                however, this Agreement is not terminated pursuant to Article
                11.5.2;




6.4.2
            [***]
                Dollars ($[***]) upon Company’s receipt of the complete, final study
                report following the Successful Completion of the first Proof of
                Concept
                Trial conductedunder a Company-sponsored (or Sublicensee-sponsored)
                IND;




6.4.3
            [***]
                Dollars ($[***]) upon the first dosing of a patient in a Pivotal
                Trial
                conducted under a Company-sponsored (or Sublicensee-sponsored) IND;




6.4.4
            [***]
                Dollars ($[***]) upon the first acceptance for review by the FDA
                of a
                Company-sponsored (or Sublicensee-sponsored) NDA for a Licensed Product
                in
                the United States. Notwithstanding the forgoing, the Milestone Payment
                in
                this Article 6.4.4 shall equal [***] Dollars ($[***]) in the event
                that
                the Milestone Payment contained in this Article 6.4.4 becomes due
                and
                payable prior to the time the Milestone Payment in Article 6.4.3
                becomes
                due and payable (for instance, if the results of the Proof of Concept
                Trial are used to file the NDA and the Company never conducts a Pivotal
                Trial), provided, however, upon payment of such amount, the Company
                shall
                no longer have an obligation to remit the Licensor any payment pursuant
                to
                Article 6.4.3**;**




6.4.5
            [***]
                Dollars ($[***]) upon the final full approval by FDA of the first
                Company-sponsored (or Sublicensee-sponsored) NDA for a Licensed Product
                in
                the United States;




14




6.4.6
            [***]
                Dollars ($[***]) upon the first commercial sale of a Licensed Product
                for
                human therapeutic use in the European Union by Licensee or any
                Sublicensee;




6.4.7
            [***]
                Dollars ($[***]) upon the first commercial sale of a Licensed Product
                for
                human therapeutic use in Japan by Licensee or any
                Sublicensee;




6.4.8
            [***]
                Dollars ($[***]) upon the last day of the first calendar year in
                which Net
                Sales during such calendar year exceed $[***];
                and




6.4.9
            [***]
                Dollars ($[***]) upon the last day of the first calendar year in
                which Net
                Sales during such calendar year exceed
                $[***].




Each of
        the
        Milestone Payments described above shall only be paid once upon their respective
        accomplishments, regardless of the number of times such milestones are achieved.
        If the milestones described in Articles 6.4.8 and 6.4.9 occur in the same
        calendar year, both payments will become due with respect to such calendar
        year.




**6.5**  **Place
      of Payment, Taxes** **and Conversions**




All
      payments under this Agreement shall be paid in United States dollars, unless
      otherwise required by law, at such place as Licensor may reasonably designate
      consistent with applicable laws and regulations. Any taxes, duties, or other
      levies which the Company, its Affiliate or any Sublicensee shall, in its
      reasonable discretion, be required by law to pay or withhold on remittance
      of
      any payment(s) due under this Agreement shall be deducted from such payment(s)
      to Licensor. Any
      such
      taxes, levies, or duties required under applicable law to be paid or withheld
      shall be an expense of, and borne solely by, Licensor. The
      Company will use commercially reasonable efforts to secure and send to Licensor
      proof of any such taxes, duties or other levies withheld and paid by the Company
      for the benefit of Licensor, and cooperate, at Licensor’s expense, with any
      reasonable request to help ensure that amounts withheld and/or paid are reduced
      and/or recovered to the extent permitted by the relevant jurisdiction. If any
      currency conversion shall be required in connection with the payment of
      royalties hereunder, such conversion shall be made by using the exchange rate
      prevailing at Citibank, N.A. in New York, New York on the last business day
      of
      the calendar quarterly reporting period to which such royalty payments relate.
      In each country where the local currency is blocked and cannot be removed from
      the country under such country’s applicable law, royalties accrued with respect
      to that country shall be paid to Licensor in such country in local currency
      by
      deposit in a local bank designated by Licensor, unless the parties otherwise
      agree. Notwithstanding the foregoing, until such time as Licensor instructs
      the
      Company otherwise (such instruction to be in writing), the Company shall remit
      payments due to Licensor under this Agreement pursuant to the letter of
      instruction attached hereto as Exhibit 6.5.




**6.6**  **Time
      for Payment**




6.6.1
            The
                Company shall pay to Licensor the royalties due and payable under
                this
                Agreement on a quarterly basis, and shall provide the Royalty Statement
                referred to in Article 7.2 along with such payment. Payments pursuant
                to
                this Article 6.6.1 are due with respect to a particular calendar
                quarter’s
                Net Sales ninety (90) days after the conclusion of such calendar
                quarter.




6.6.2
            Milestone
                Payments payable to Licensor shall, notwithstanding the use of the
                word
                “upon” throughout Article 6.4, become due and payable within thirty (30)
                days after achievement of the indicated milestone, provided that,
                notwithstanding the foregoing, the Milestone Payments due pursuant
                to
                Articles 6.4.8 and 6.4.9 shall be due ninety (90) days after the
                conclusion of the applicable calendar
                year.




15




6.6.3
            If
                no royalties or other payments that may be due to Licensor under
                this
                Agreement shall be due, the Company shall not be required to make
                a report
                pursuant to Article 7.2.




**6.7**  **Interest**




Amounts
      which are not paid when due shall accrue interest from the due date until paid,
      at a rate equal to [***]%.




**6.8**  **Royalty** **Adjustments**




6.8.1
            Notwithstanding
                anything to the contrary herein, if the Company or any Affiliate
                or
                Sublicensee obtains (or has obtained) one or more licenses under
                patents
                or patent applications owned by a Third Party to avoid infringement
                thereof by the manufacture, use, or sale of any Licensed Product,
                to
                reasonably avoid infringement-related litigation regarding a Licensed
                Product, or to make, use or sell any technology that could improve,
                enhance, or modify a Licensed Product, as determined by the Company
                in its
                reasonable discretion, thenthe
                Company may deduct [***] percent ([***]%) of any fees, milestones
                or
                royalties paid by the Company or any Affiliate or Sublicensee under
                such
                license(s) (even if paid in settlement or judgment of any claim for
                infringement) from the payments otherwise due Licensor under this
                Agreement; provided, however, that, notwithstanding the foregoing,
                the
                total amount due Licensor under this Agreement in any particular
                calendar
                quarter shall not be reduced by more than [***] percent ([***]%)
                as a
                result of any such deduction, and any amounts not deducted in a calendar
                quarter shall be carried forward for deduction in the subsequent
                calendar
                quarter(s), subject to such [***]percent ([***]%) limitation in each
                case.




6.8.2
            Should
                a compulsory license be granted, or be the subject of a possible
                grant, to
                a Third Party under the applicable laws of any country in the Territory
                under the rights licensed under this Agreement, the Company shall
                notify
                Licensor, including any material information concerning such compulsory
                license, and the running royalty rate payable under this Article
                6 for
                sales of Licensed Products in such country will be adjusted to equal
                any
                lower royalty rate granted to such Third Party for such country with
                respect to the sales of such Licensed Products therein (the “Compulsory
                Royalty”) during such periods such third parties sell or offer for sale
                under the compulsory license articles that compete with the Licensed
                Products then marketed and sold by the Company, its Affiliates, or
                Sublicensees in that country, provided that such Compulsory Royalty
                shall
                remain subject to further adjustment consistent with this Article
                6.





**Article
      7 Reports and Records**


**7.1**  **Records
      and Audits**





The
      Company shall keep full, true and accurate books of account containing all
      particulars that may be reasonably necessary for the purpose of showing the
      amounts payable to Licensor under this Agreement. Said books of account shall
      be
      kept at the Company’s principal place of business and the supporting data shall
      be opened up to Licensor once per year upon reasonable notice to the Company
      for
      inspection by Licensor’s internal audit division or by another designated
      auditor selected by Licensor, except one to whom the Company has reasonable
      objection, for the purpose of verifying the Company’s Royalty Statement (as
      defined below) or compliance in other respects with this Agreement. If an
      inspection shows an under reporting or underpayment in excess of the greater
      of
      [***] percent ([***]%) of remuneration payable, then the Company shall reimburse
      Licensor for the reasonable, documented cost of the inspection at the time
      the
      Company pays the unreported royalties, including any late charges as required
      by
      Article 6.7 of this Agreement. Said books of account and the supporting data
      shall be made available to Licensor for one (1) year following the expiration
      of
      the Term. All payments required under this Article 7.1 shall be due within
      thirty (30) days of the date Licensor provides the Company notice of the payment
      due. Licensor shall cause its accounting firm to retain all financial
      information subject to review under this Article 7.1 in strict confidence;
      provided, however, that Company shall have the right to require that such
      accounting firm, prior to conducting such audit, enter into an appropriate
      non-disclosure agreement with Company regarding such financial information.
      The
      accounting firm shall disclose to Licensor only whether the Company’s Royalty
      Statement is correct or not and the amount of any discrepancy. No other
      information shall be shared. Licensor shall treat all such financial information
      as Company’s Confidential Information




16




**7.2**  **Royalty
      Statements**




Within
      90
      days from the end of each calendar quarter of each calendar year, the Company
      shall deliver to Licensor complete and accurate reports, giving such particulars
      of the business conducted by the Company during the preceding quarter under
      this
      Agreement as shall be pertinent to an accounting of royalties and other payments
      that may be due to Licensor under this Agreement (the “Royalty Statement”). The
      Royalty Statement shall include at least the following:




7.2.1
            Net
                Sales for each Licensed Product by the Company, each Affiliate, and
                each
                Sublicensee;




7.2.2
            cumulative
                Net Sales for the applicable calendar
                quarter;




7.2.3
            a
                breakdown of deductions applicable in computing Net Sales and taxes
                paid
                or withheld, if any;




7.2.4
            a
                breakdown of royalties due based on Net
                Sales;




7.2.5
            names
                and addresses of all Sublicensees and Affiliates of the Company;
                and




7.2.6
            a
                copy of each report from each Sublicensee as may be pertinent to
                an
                accounting of royalties and other payments that may be due to
                Licensor.




**7.3**  **Confidential
      Treatment of Reports**




Licensor
      agrees to hold in confidence each Royalty Statement delivered by the Company
      pursuant to this Article 7 for a period of five (5) years following termination
      of this Agreement. Notwithstanding the foregoing, Licensor may disclose any
      such
      information required to be disclosed in its financial statements or as required
      by any stock exchange or similar regulatory authority, or pursuant to any
      Applicable Laws, provided that Licensor take reasonable steps to provide and
      assist the Company with the opportunity, where reasonably appropriate, to (i)
      contest such subpoena, requirement or order or (ii) seek protective or
      confidential treatment thereof, including but not limited to reasonable advance
      notice to the Company of any such required disclosure, to the extent reasonably
      practicable. The Licensor understands that it is the intention of the Company
      to
      become publicly traded and that any information disclosed to Licensor under
      this
      Agreement, including the Royalty Statement, may be deemed “material non-public
      information” under the state and federal securities laws.




17




**Article
      8 Patent Prosecution and Maintenance**




**8.1**  **Prosecution
      and Maintenance**




Following
      the Effective Date, the Company shall, at its expense, diligently file, prepare,
      prosecute and maintain the Patent Rights as set forth in Schedule 1.20 hereto
      (as the same may be amended or supplemented in writing from time to time after
      the date hereof), including, but not limited to, the filing of patent
      applications, extensions, continuations, continuations in part, divisionals,
      re-examinations, or re-issue applications that the Company determines may be
      required to advance the purposes of this Agreement or otherwise to protect
      the
      rights and licenses granted hereunder. The Company shall control such
      prosecution and maintenance, using counsel of its choosing, in the name of
      Licensor and/or Onc Res, as appropriate, and agrees to keep Licensor and/or
      Onc
      Res, as appropriate, reasonably informed with respect to the status and progress
      of any such applications, prosecutions and maintenance activities and to consult
      in good faith with Licensor and/or Onc Res, as appropriate, and take into
      account Licensor’s and/or Onc Res’, as appropriate, reasonable comments and
      requests with respect thereto prior to the filing of any such documents.
      Licensor and Onc Res shall notify Company in writing and reasonable detail
      of
      any Improvements and assist Company in filing, prosecuting, and maintaining
      Patent Rights claiming the same. The parties agree to provide reasonable
      cooperation to each other to facilitate the application and prosecution of
      patents pursuant to this Agreement and the Licensor and Onc Res shall execute
      all lawful papers and instruments and make all rightful oaths and declarations
      as may be necessary in the preparation, prosecution and maintenance of all
      patents and other filings referred to in this Article 8.




**8.2**  **Patent
      Term Extensions**





The
      Company shall promptly notify Licensor and Onc Res of the issuance of each
      Governmental Approval and, where reasonably possible and reasonably useful
      or
      valuable in the commercialization of Licensed Products, use commercially
      reasonable efforts to apply or enable Licensor and/or Onc Res, as appropriate,
      to apply for a patent term extension, adjustment or restoration, supplementary
      protection certificate, or other form of market exclusivity conferred by
      Applicable Laws (collectively, **“** Patent
      Term Extensions ***”*** )
      in the
      relevant country of the Territory. Licensor and Onc Res shall, to the extent
      reasonably possible and reasonably useful or valuable in the commercialization
      of Licensed Products, use commercially reasonable efforts to, if and as
      requested by the Company, obtain (or assist the Company in obtaining) all
      available Patent Term Extensions. The parties shall cooperate with each other
      in
      obtaining Patent Term Extensions wherever and whenever applicable, reasonably
      possible to obtain, and reasonably useful or valuable in the commercialization
      of Licensed Products.




**8.3**  **Abandonment**




The
      Company may, in its discretion, elect to abandon any patent applications or
      issued patent in the Patent Rights. Following such abandonment, Licensor and/or
      Onc Res, as appropriate, shall have the right, but not the obligation, to
      commence or continue such prosecution and to maintain any such patent or patent
      application under its own control and at its own expense and such patent or
      patent application shall thereafter be excluded from the definition of Patent
      Rights for purposes of this Agreement. Prior to any such abandonment, the
      Company shall give Licensor and/or Onc Res, as appropriate, at least sixty
      (60)
      days notice and a reasonable opportunity to take over prosecution of such patent
      or patent application. The Company agrees to cooperate in such activities
      including execution of any documents necessary to enable Licensor and/or Onc
      Res, as appropriate, to retain ownership and control of such patent or patent
      application.




18




**Article
      9 Infringement, Enforcement and Other Actions**




**9.1**  **Notice
      of Infringement of Patent Rights**




The
      Company, Licensor, and Onc Res shall promptly provide written notice, to the
      other party, of any alleged infringement or any challenge or threatened
      challenge to the validity, enforceability or priority of any of the Patent
      Rights, and provide each other with any available evidence of such infringement,
      challenge or threatened challenge by a Third Party of the Patent Rights and
      provide such other party with any available evidence of such
      infringement.




**9.2**  **Option
      to Prosecute or Defend Patent Rights**




During
      the term of this Agreement, the Company shall have the first right, but not
      the
      obligation, to take (or refrain from taking) appropriate action to enforce
      Patent Rights, to defend any declaratory judgments seeking to invalidate or
      hold
      the Patent Rights unenforceable, to control any litigation or other enforcement
      action and to enter into, or permit, the settlement of any such litigation,
      declaratory judgments or other enforcement action pertaining to Patent Rights,
      with respect to any potential, threatened, alleged, or actual infringement
      of,
      or challenge, to, the Patent Rights, at its own expense and with counsel of
      its
      choosing. In furtherance of such right, Licensor and Onc Res hereby agree that
      the Licensor and/or Onc Res may join Company as a party in any such suit (and
      will join at the Company’s request), provided that the Company pay all of
      Licensor’s and Onc Res’ reasonable, documented out-of-pocket expenses with
      respect thereto. If, within twelve (12) months of the written notice above,
      the
      Company (i) shall have been unsuccessful in persuading the alleged infringer
      to
      desist, (ii) shall not have brought and shall not be diligently prosecuting
      an
      infringement action, or (iii) has not entered into settlement discussions with
      respect to such infringement, or if the Company notifies Licensor or Onc Res
      that it has decided not to undertake any of the foregoing against any such
      alleged infringer, then Licensor and/or Onc Res, as appropriate, shall then
      have
      the right to bring suit to enforce such Patent Rights, at its own expense,
      provided, however, that, within thirty (30) days after receipt of notice of
      Licensor’s or Onc Res’ intent to file such suit, Company shall have the right to
      jointly prosecute such suit and to fund up to one-half (1⁄2) the costs of such
      suit in exchange for a commensurate share of the proceeds of such suit. Subject
      to the effects of the foregoing in the event the Company exercises the
      aforementioned right, any recovery of damages or amounts received in settlement
      pursuant to this Article 9.2 shall be allocated pursuant to Article 9.5
      below.




**9.3**  **Infringement
      by Licensed Product**




In
      the
      event that a claim or suit is asserted or brought against the Company alleging
      that the manufacture or sale of any Licensed Product by the Company, an
      Affiliate of the Company, or any Sublicensee, or the use of such Licensed
      Product by any customer of any of the foregoing, infringes proprietary rights
      of
      a Third Party, the Company shall give written notice thereof to Licensor and
      Onc
      Res. The Company may, in its sole discretion, modify such Licensed Product
      to
      avoid such infringement and/or may settle on terms that it deems advisable
      in
      its sole discretion, provided that any final disposition of the litigation
      that
      will restrict the claims in or admit any invalidity of any Patent Rights(s)
      shall not be made without consultation with and approval by Licensor, such
      approval not to be unreasonably withheld. Otherwise, the Company shall have
      the
      first right, but not the obligation, to defend any such claim or suit. If the
      Company has not exercised such right to defend or entered into settlement
      discussions concerning such alleged infringement within the sooner of (i) twelve
      (12) months of the assertion of such a claim or (ii) thirty (30) days of the
      filing of such a suit, or if the Company notifies Licensor and Onc Res that
      it
      has decided not to undertake such defense or enter into settlement discussions
      with respect to its alleged infringement, then Licensor and/or Onc Res shall
      then have the right to defend such alleged infringement, at their sole expense,
      provided however that no settlement affecting Patent Rights will be agreed
      upon
      without Company’s written consent.




19




**9.4**  **Control
      of Infringement Action**





The
      party
      controlling any action, suit, or defense under Article 9.2 or 9.3 (the
“Controlling Party”) shall be free to enter into a settlement, consent judgment,
      or other voluntary disposition of any such action, provided, however, that
      (i)
      the Controlling Party shall consult with the other party (the “Secondary Party”)
      prior to entering into any settlement thereof and (ii) any settlement, consent
      judgment or other voluntary disposition of such actions which (1) materially
      limits the scope, validity, or enforceability of any Patent Rights or, if the
      Company is the Secondary Party, patents or patent applications owned or
      controlled by the Company, (2) subjects the Secondary Party to any
      non-indemnified liability, payment obligation, or injunction, or (3) admits
      fault or wrongdoing on the part of Secondary Party must be approved in writing
      by Secondary Party, such approval not to be unreasonably withheld. Secondary
      Party shall provide the Controlling Party notice of its approval or denial
      of
      such approval within fifteen (15) business days of any request for such approval
      by the Controlling Party, provided that (i) in the event Secondary Party wishes
      to deny such approval, such notice shall include a written description of
      Secondary Party’s reasonable objections to the proposed settlement, consent
      judgment, or other voluntary disposition and (ii) Secondary Party shall be
      deemed to have approved such proposed settlement, consent judgment, or other
      voluntary disposition in the event it fails to provide such notice within such
      fifteen (15) business day period.




**9.5**  **Allocation
      of Damages Recovered**




Any
      recovery of damages or amounts received in settlement by Company or its
      Affiliates under Article 9.2 or 9.3 shall be applied first in satisfaction
      of
      any unreimbursed expenses and legal fees of the Company, Licensor, and Onc
      Res
      relating thereto, with the balance remaining from any such recovery or
      settlement being allocated as follows: (i) amounts reasonably attributable
      to
      lost profits on Licensed Products shall be treated as Net Sales by the Company
      and the Company shall pay to Licensor royalties thereon in accordance with
      Article 6 and (ii) the balance shall be retained by the Company. Any recovery
      of
      damages or amounts received in settlement by Licensor or Onc Res under Article
      9.2 or 9.3 shall be applied first in satisfaction of any unreimbursed expenses
      and legal fees of the Company, Licensor, and Onc Res relating thereto, with
      the
      balance remaining from any such recovery being allocated as follows: (i) any
      amounts reasonably attributable to any intellectual property rights of the
      Company (other than those licensed to Company hereunder) being paid to Company
      and (ii) the remaining balance shall be retained by the Licensor or Onc Res,
      as
      appropriate.




**9.6**  **Credit
      of Litigation Costs**




To
      the
      extent there is no recovery of damages or amounts received in settlement by
      Company, its Affiliates, or Licensor with respect to any matter contemplated
      by
      Article 9.2 or 9.3 above, or such amounts are insufficient to fully reimburse
      the Company for any amounts incurred by the Company with respect to such matter
      (including but not limited to attorneys’ fees, out-of-pocket costs, and all
      amounts paid as judgments, damages, or in settlement) (such amounts,
“Infringement Costs”), the Company may, to the extent not deducted from amounts
      due under this Agreement pursuant to Article 6.11.1, credit [***] percent
      ([***]%) of Infringement Costs (such [***] percent ([***]%), the “Infringement
      Cost Credit”) against royalties or other fees thereafter payable to Licensor
      under this Agreement. If the Infringement Cost Credit exceeds amounts payable
      to
      Licensor under this Agreement in any calendar quarter in which the relevant
      Infringement Costs are incurred, then the amount of such Infringement Cost
      Credit in excess of the amounts payable to Licensor shall be carried over and
      credited against payments due in future calendar quarters.




20




**9.7**  **Cooperation**




In
      any
      suit to enforce and/or defend the Patent Rights pursuant to this Agreement,
      or
      defend any alleged infringement of Third Party intellectual property rights
      by
      the manufacture, use, sale, or import of a Licensed Product, the Secondary
      Party
      shall, at the request and expense of the Controlling Party, cooperate in all
      respects and, to the extent possible, have its employees testify when requested
      and make available relevant records, papers, information, samples, specimens,
      and the like.




**Article
      10 Dispute Resolution**




**10.1**  **Disputes**




10.1.1
            The
                parties recognize that disputes as to certain matters may from time
                to
                time arise during the Term which relate to either party’s rights and/or
                obligations hereunder or to the interpretation, performance, breach,
                or
                termination of this Agreement, (a “Dispute”). It is the objective of the
                parties to establish procedures to facilitate the resolution of a
                Dispute
                in an expedient manner by mutual cooperation and without resort to
                litigation. To accomplish this objective, the parties agree to follow
                the
                procedures set forth in this Article 10 if and when a Dispute arises
                under
                this Agreement.




10.1.2
            A
                Dispute among the parties will be resolved as recited in this Article
                10.
                Any Disputes relating to this Agreement shall be promptly presented
                to the
                Chief Executive Officers of Licensor and the Company, or their respective
                designees (who must be members of a party’s senior management) for
                resolution. The Licensor shall have the obligation to represent Onc
                Res in
                any dispute under this Agreement under this Article 10 as if Onc
                Res was
                the Licensor. From the date of referral of a Dispute to the Chief
                Executive Officers or their designees of the parties and until such
                time
                as any matter has been resolved by the parties or has been finally
                settled
                by arbitration hereunder, the running of the cure periods (if any)
                as to
                which a party must cure a breach that is part of the subject matter
                of any
                Dispute shall be suspended. In the event that the Chief Executive
                Officers
                of Licensor and the Company, or their respective designees, cannot
                after
                good faith negotiations resolve the Dispute within thirty (30) days
                (or
                such other period of time as mutually agreed to by the parties in
                writing)
                of being requested by a party to resolve a Dispute, the parties agree
                that
                such Dispute shall be resolved by binding arbitration in accordance
                with
                this Article 10.1.




10.1.3
            If
                a party intends to begin arbitration to resolve such Dispute, such
                party
                shall provide written notice (the “Arbitration Notice”) to the other party
                informing such other party of such intention and the issues to be
                resolved. Any arbitration hereunder shall be conducted pursuant to
                the
                Commercial Arbitration Rules of the American Arbitration Association
                (“AAA”; such rules, the “AAA Rules”), except as modified herein. The
                arbitration shall be conducted by a panel of three (3) independent,
                neutral arbitrators that are industry experts experienced in the
                issues
                comprising the Dispute and have no past, present or reasonably anticipated
                future affiliation with either party (the “Panel”). Company and Licensor
                shall each be entitled to select one (1) such arbitrator, with the
                two
                such arbitrators so selected selecting the third such arbitrator.
                In the
                event either party fails to select its arbitrator within such ten
                (10) day
                period, the arbitrator selected by the other party within such ten
                (10)
                day period shall be entitled to select such arbitrator. The arbitration
                shall take place in New York, New York and be conducted in English.
                The
                Panel shall apply the laws of the State of New York, without regard
                to its
                conflicts of laws provisions. The Panel shall issue appropriate protective
                orders to protect each party’s Confidential Information. If a party can
                demonstrate to the Panel that the complexity of the issue or other
                reasons
                warrant the extension of one or more timetables in the AAA Rules,
                the
                Panel may extend such timetables but in no event shall the proceeding
                extend more than twelve (12) months from the date of filing of the
                arbitration notice with the AAA. The Panel’s decision shall be in writing.
                The Panel shall have the authority to award any remedy allowed by
                law,
                including but not limited to compensatory damages, pre-judgment interest,
                but not punitive or other damages and each party shall be deemed
                to have
                waived any right to such excluded damages. Each party shall bear
                its own
                costs, fees and expenses in the arbitration and shall share equally
                the
                Panel’s fees, unless the Panel determines that its fees are to be paid
                by
                the non-prevailing party. Notwithstanding anything to the contrary,
                without prejudice to the above procedures, either party may seek
                injunctive relief or other provisional judicial relief if, in its
                reasonable judgment, such action is necessary to avoid irreparable
                damage
                or otherwise enforce its rights
                hereunder




21




**10.2**  **Performance
      to Continue**




Each
      party shall continue to perform its obligations, and shall be permitted to
      continue to exercise its rights, under this Agreement pending final resolution
      of any Dispute arising out of or related to this Agreement; provided, however,
      that a party may suspend performance of its obligations during any period in
      which the other party fails or refuses to perform its obligations.




**10.3**  **Determination
      of Patents and Other Intellectual Property**





Notwithstanding
      the foregoing, any dispute relating to the determination of validity of claims,
      infringement or claim interpretation relating to Patent Rights **** shall
      be
      submitted exclusively to a federal court of competent jurisdiction.





**10.4**  **Statute
      of Limitation and Time-Based Defenses Tolled**





All
      applicable statutes of limitation and time-based defenses (such as estoppel
      and
      laches) shall be tolled while any arbitration proceedings are pending and during
      any arbitration proceedings. The parties shall cooperate in taking any actions
      necessary to achieve this result.




22




**Article
      11 Term and Termination**





**11.1**  **Term**




This
      Agreement shall become effective on the Effective Date and shall expire on
      the
      date of the expiration of the last to expire Royalty Term in any country in
      the
      Territory (the “Term”), unless earlier terminated as provided in Articles 11.2,
      11.3, or 11.5.




**11.2**  **Termination
      for Insolvency**




If
      the
      Company shall become bankrupt, or shall file a petition in bankruptcy, or if
      the
      business of the Company shall be placed in the hands of a receiver, assignee
      or
      trustee for the benefit of creditors, whether by the voluntary act of the
      Company or otherwise, Company shall provide notice thereof to Licensor and
      Licensor may, subject to the effects of and protections of any applicable
      bankruptcy-related laws, rules, or regulations, terminate this Agreement upon
      notice to Company given within thirty (30) business days of Licensor’s receipt
      of such notice.




**11.3**  **Termination
      for** **Material
      Breach**




Upon
      any
      material breach or default of this Agreement by the Company, Licensor shall
      have
      the right to terminate this Agreement and the rights, privileges and license
      granted hereunder by giving ninety (90) days prior written notice to the
      Company. Upon the expiration of the ninety (90) day period, if the Company
      shall
      have not cured such breach or default, this Agreement shall, at the option
      of
      Licensor, terminate upon written notice of Licensor. In the event of a bona
      fide
      dispute over any material breach, the parties shall attempt to resolve such
      dispute in good faith through negotiation, or if agreed to by the parties,
      mediation, in each case to include the senior executive of both parties hereto.
      Notwithstanding anything herein to the contrary, if the nature of the breach
      is
      such that additional time is reasonably needed to cure such breach, and Company
      has commenced with good faith efforts to cure such breach, then Licensor shall
      provide Company with additional time in which to cure such breach. If a dispute
      regarding termination is addressed pursuant to Article 10, this license shall
      remain in full force and effect until such dispute is resolved. All applicable
      statutes of limitation and time-based defenses (such as estoppel and laches)
      shall be tolled while any good faith negotiation or mediation procedures are
      pending or ongoing. The parties shall reasonably cooperate in taking any actions
      necessary to achieve this result.




**11.4**  **Expiration
      of Royalty Term on a Country-by-Country Basis**




Upon
      the
      expiration of the Royalty Term in each country in the Territory, the Company
      will have an irrevocable, perpetual, paid up, royalty-free exclusive license,
      with rights of sublicense (through multiple tiers), under all rights granted
      under this Agreement to make, have made, use, have used, lease, import and
      export, offer to sell, sell have sold, produce, manufacture, distribute and
      market Licensed Products in such country.




**11.5**  **Termination
      for Convenience** **;
      Due Diligence Termination**




11.5.1
            The
                Company shall have the right at any time to terminate this Agreement
                in
                its entirety or on a country-by-country basis, for any reason or
                no
                reason, by giving thirty (30) days notice thereof in writing to Licensor.




11.5.2
            Additionally,
                the Company shall have the right at any time to terminate this Agreement
                upon or before January 30, 2007, by giving written notice thereof
                in
                writing to Licensor. If the company so terminates, such termination
                shall
                be effective upon the Company giving notice thereof and the Company
                will
                have no further obligation to the Licensor or to Onc Res, including,
                but
                not limited to the obligation to remit payment under Article
                6.4.1.




23




**11.6**  **Consequences
      of Termination**




Upon
      the
      termination of this Agreement by either party pursuant to Article 11.2, 11.3,
      or
      11.5, the following shall occur:




11.6.1
            Subject
                to Article 11.6.2, the Company and its Affiliates (as the case may
                be)
                shall have no right to practice within the Patent Rights or use any
                of the
                Patent Rights and Know-how, and all rights, title or interest in,
                or other
                incidents of ownership under, the Patent Rights and Know-how shall
                revert
                to and become the sole property of Licensor, and the licenses granted
                under Article 2.1 shall automatically
                terminate.




11.6.2
            Notwithstanding
                Article 11.6.1, if this Agreement is terminated other than pursuant
                to
                Article 11.5, the Company and its Affiliates may, after the effective
                date
                of such termination and continuing for a period not to exceed twelve
                (12)
                months thereafter, sell all completed Licensed Products, and complete
                (or
                have completed) any Licensed Products in the process of manufacture
                at the
                time of such termination and sell the same, provided that the
                Company:




(a)
            notifies
                Licensor of its decision within thirty (30) days after the date it
                receives a notice of termination by Licensor or the date it provides
                a
                notice of termination to Licensor, as the case may
                be;




(b)
            pays
                or cause to be paid to Licensor the royalties and other payments
                thereon
                as required by Article 6 of this Agreement;
                and




(c)
            submits
                the reports required by Article 7
                hereof.




11.6.3
            If
                the Company does not elect pursuant to Article 11.6.2 to sell-off
                or
                distribute, as applicable, any existing inventory of Licensed Product,
                the
                Company shall, at Licensor’s election,
                either:




(a)
            sell
                all existing inventory of Licensed Product to Licensor at fair market
                value; or




(b)
            destroy
                all remaining inventory of Licensed Product in accordance with Applicable
                Laws and provide Licensor with written proof of destruction sufficient
                to
                comply with Applicable Laws.




11.6.4
            Notwithstanding
                anything to the contrary, each sublicense granted under this Agreement
                by
                the Company or its Affiliates to a Sublicensee shall, to the extent
                not
                imposing obligations on Licensor and Onc Res in excess of those contained
                herein, survive such termination and be automatically assigned to
                Licensor
                and Onc Res as provided for in Article 2, in order to provide for
                the
                applicable Sublicensees’ continued enjoyment of their rights under such
                sublicenses.




24




11.6.5
            Upon
                termination of this Agreement for any reason other than pursuant
                to
                Article 11.4, Stason shall have the right, for an exclusive period
                of
                ninety (90) days after the termination of this Agreement (the “Exclusive
                Period”), to negotiate an agreement, on commercially reasonable terms for
                both Stason and the Company, for the transfer, license and/or right
                of
                reference to the Company’s know-how, clinical and pre-clinical data,
                regulatory filings and Marketing Authorizations. In the event of
                such
                termination, the Company agrees to negotiate with Stason in good
                faith.In
                the event Stason and the Company fail to consummate such an agreement
                by
                the end of the Exclusive Period, the Company shall have the right
                to
                terminate such negotiations and license, assign, transfer or otherwise
                grant such rights to a third party or
                parties.




**11.7**  **Partial
      Termination**




Upon
      the
      early termination of this Agreement by either party in respect of a country,
      the
      terms of Article 11.6 shall apply in respect of such country.




**11.8**  **Survival**




Upon
      termination of this Agreement for any reason, nothing herein shall be construed
      to release either party from any obligation that matured prior to the effective
      date of such termination, or such party’s obligations under Articles 6 and 7,
      and the following provisions shall survive such termination: Articles 7.3,
      9
      (with respect to infringement occurring prior to such termination), 10, 11,
      13,
      14, 15, and 16.




**Article
      12 Representations and** **Warranties**




**12.1**  **Licensor
      Warranties**




Licensor
      and Onc Res represent and warrant, jointly and severally, that:




12.1.1
            Licensor
                owns all right, title, and interest in and to the Patent Rights and
                Know-how, including the exclusive, absolute, irrevocable right, title
                and
                interest thereto, free and clear of all liens, charges, encumbrances
                or
                other restrictions or limitations of any kind
                whatsoever.




12.1.2
            There
                are no licenses, options, restrictions, liens, rights of third parties,
                disputes, royalty obligations, proceedings or claims relating to,
                affecting, or limiting Licensor’s or Onc Res’ rights or the rights of the
                Company under this Agreement, or which may lead to a claim of infringement
                by or invalidity regarding, any part or all of the Patent Rights
                or
                Know-how or their use.




12.1.3
            There
                is no claim, pending or threatened, of infringement, interference,
                invalidity or unenforceability regarding any part or all of the Patent
                Rights or Know-how or their use.




12.1.4
            The
                US and foreign patent applications and patents itemized on Schedule
                1.20
                set forth all of the patents and patent applications necessary or
                useful
                for practicing the Technology in the Field of Use owned by or licensed
                to
                Licensor and Onc Res on the Effective
                Date.




25




12.1.5
            There
                are no inventors of Patent Rights other than those listed as inventors
                on
                applications filed for such Patent
                Rights.




12.1.6
            The
                development of the Technology, Patent Rights, and Know-how were not
                supported in whole or part by funding or grants by any governmental
                agency
                or philanthropic or charitable organization.




12.1.7
            The
                Licensor is a limited liability company duly organized, validly existing
                and in good standing under the laws of Delaware. Onc Res is a corporation
                duly organized, validly existing and in good standing under the laws
                of
                New York. Both the Licensor and Onc Res have the requisite power
                and
                authority to execute and deliver this Agreement and to consummate
                the
                transactions contemplated hereby, including but not limited to the
                execution of the Termination Agreement. The execution and delivery
                of this
                Agreement and the performance and consummation of the transactions
                contemplated hereby, including but not limited to the execution of
                the
                Termination Agreement, by the Licensor and Onc Res and have been
                duly
                authorized by all necessary action on the part of the Licensor and
                Onc
                Res, as applicable. This Agreement has been duly executed and delivered
                by
                the Licensor and Onc Res and, subject to the due authorization, execution
                and delivery of this Agreements by the Company, this Agreement constitutes
                a valid and binding obligation of the Licensor and Onc Res, enforceable
                against the Licensor and Onc Res in accordance with its terms, except
                as
                such enforcement may be affected by bankruptcy, reorganization,
                insolvency, moratorium or similar laws affecting creditor’s rights
                generally and except for general principles of equity.




12.1.8
            The
                Termination Agreement has been duly executed and delivered by Onc
                Res and
                Ford and the Termination Agreement constitutes a valid and binding
                agreement, enforceable against Onc Res and Ford in accordance with
                its
                terms, except as such enforcement may be affected by bankruptcy,
                reorganization, insolvency, moratorium or similar laws affecting
                creditor’s rights generally and except for general principles of
                equity.




12.1.9
            The
                execution and delivery of this Agreement does not, the consummation
                of the
                transactions contemplated hereby, and the performance of Licensor’s and
                Onc Res’ obligations hereunder will not, (i) conflict with, or result
                in any violation or breach of any provision of the organizational
                documents of the Licensor or Onc Res, (ii) conflict with or violate
                any applicable foreign, Federal, state and local statutes, judgments,
                decrees, laws, ordinances, rules, regulations, injunctions and orders
                (“Laws”) of any U.S. Federal, state, foreign or local government or any
                court, tribunal, administrative agency or commission or other governmental
                or regulatory authority, body or agency, including any self-regulatory
                organization (“Governmental Authorities”) applicable to the Licensor or
                Onc Res or any of their respective assets or operations or any permit
                applicable to the Licensor or Onc Res or (iii) result in (x) any
                violation or breach of, constitute (with or without notice or lapse
                of
                time or both) a default under or conflict with (or give rise to a
                right of
                termination, amendment, cancellation or acceleration of any material
                obligation or loss of any benefit under) the provisions of any lease,
                contract or other agreement to which the Licensor or Onc Res is a
                party or
                by which it or any of its properties or assets is otherwise bound
                or
                (y) the imposition of any lien, pledge, hypothecation, mortgage,
                security interest, claim, lease, charge, option, right of first refusal
                or
                first offer, easement, servitude, transfer restriction, voting requirement
                or any other encumbrance, restriction or limitation on any of the
                properties or assets of the Licensor or Onc Res.




26




12.1.10
            No
                consent, approval or authorization of, or declaration or filing with,
                any
                Governmental Authority or other Third Party (a “Consent”) is required on
                the part of the Licensor or Onc Res in connection with its execution,
                delivery, and performance of this Agreement or the consummation of
                the
                transactions contemplated hereby.




12.1.11
            No
                written communication has been received by the Licensor or Onc Res,
                and no
                investigation, regulatory enforcement action (including seizure,
                injunction, civil penalty or criminal action) or any related Governmental
                Authority review is or, in respect of any Licensed Product, to the
                knowledge of the Licensor or Onc Res, was at any time pending or
                is
                threatened by any Governmental Authority with respect to (i) any
                alleged or actual violation by the Licensor or Onc Res of any permit,
                Law
                or other requirement of any Governmental Authority relating to the
                operations conducted by the Licensor or Onc Res with respect to any
                Licensed Product or the Technology or (ii) any alleged or actual
                failure to have or maintain in effect all permits required in connection
                with the operations conducted by the Licensor or Onc Res with respect
                to
                any Licensed Product or the Technology. Neither Onc Res nor the Licensor
                has received from the FDA, the U.S. Drug Enforcement Administration
                (“DEA”), or any similar state, local, federal, or foreign Governmental
                Authority any written notice regarding the approvability or approval
                of
                any of the Licensed Products. No Licensed Product has been withdrawn,
                suspended or discontinued by the Licensor or Onc Res as a result
                of any
                action by the FDA, the DEA or any similar state, local, federal,
                or
                foreign Governmental Authority, either within or outside the U.S.
                (whether
                voluntarily or otherwise). With respect to any Licensed Products,
                no
                officer, employee or, to the knowledge of the Licensor or Onc Res,
                agent
                of the Licensor or Onc Res has made any untrue statement of a material
                fact or a fraudulent statement to the FDA, DEA or any similar state,
                local, federal, or foreign Governmental Authority, failed to disclose
                any
                material fact required to be disclosed to the FDA, the DEA or any
                similar
                state, local, federal, or foreign Governmental Authority, or committed
                an
                act, made a statement or failed to make a statement that, at the
                time such
                act, statement or omission was made, could reasonably be expected
                to
                provide a basis for the FDA, the DEA or any similar state, local,
                federal
                or foreign Governmental Authority to invoke the FDA’s policy respecting
                “Fraud, Untrue Statements of Material Facts, Bribery, and Illegal
                Gratuities” set forth in 56 Fed. Reg. 46191 (September 10, 1991)
                or any similar policy, nor has any director, officer, employee or,
                to the
                knowledge of the Licensor and Onc Res, agent of the Licensor or Onc
                Res
                been convicted of any crime or engaged in any conduct for which debarment
                is mandated by 21 U.S.C. Article 335a(a) (or any similar Law) or
                authorized by 21 U.S.C. Article 335a(b) (or any similar
                Law).




12.1.12
              There
                  are no suits or actions, administrative, arbitration or other proceedings,
                  or governmental investigations pending or, to the knowledge of
                  the
                  Licensor, threatened against or affecting the Licensor or Onc Res
                  with
                  respect to Licensed Products or the Patent Rights. No Entity has
                  notified
                  the Licensor or Onc Res in writing of any material claim against
                  the
                  Licensor or Onc Res alleging any personal property or economic
                  injury,
                  loss or damage incurred as a result of or relating to the use of
                  the
                  Technology or any Licensed Products. There is no judgment, order,
                  injunction, decree, writ or award against the Licensor or Onc Res
                  that is
                  not satisfied and remains outstanding with respect to the Technology,
                  Patent Rights, or any Licensed
                  Product.




27




12.1.13
            Schedule
                12.1.13 hereto sets forth a true and complete list of each material
                license, contract or other agreements (together with certain other
                agreements and any amendments to any of the foregoing) to which the
                Licensor or Onc Res is a party or by or to which any property of
                the
                Licensor or Onc Res is otherwise bound or subject that relates to
                the
                Licensed Products or the Patent Rights, including but not limited
                to the
                CT Agreements (as defined below) (collectively, the “Material
                Agreements”). True and complete copies of all Material Agreements have
                been previously delivered to the Company. Each of the Material Agreements
                is valid, binding and in full force and effect, and enforceable by
                the
                Licensor or Onc Res (as applicable), or has expired, in each case
                in
                accordance with its respective terms. No Person (other than the Licensor
                or Onc Res, as applicable) that is a party to any Material Agreement
                or is
                otherwise bound thereby is, to the knowledge of the Licensor or Onc
                Res,
                in default or breach thereof and, to Onc Res’ and the Licensor’s
                knowledge, no event, condition or act exists that, with the giving
                of
                notice or the lapse of time or both, would give rise to such a default
                or
                breach thereof or a right of cancellation by the Licensor or Onc
                Res
                thereunder. Neither Onc Res or the Licensor is in default or breach
                in any
                material respect of any of the Material Agreements and, to the knowledge
                of the Licensor and Onc Res, no event, condition or act exists that,
                with
                the giving of notice or the lapse of time or both, would give rise
                to a
                default or breach by the Licensor or Onc Res (as applicable) thereof
                or a
                right of cancellation thereunder by any other party
                thereto.




12.1.14
            To
                the knowledge of the Licensor and Onc Res, none of the Patent Rights,
                Licensed Products, or Technology, nor the practice, development,
                use,
                manufacture, sale, or import of any of the foregoing, infringes or
                conflicts in any material respect with, and neither the Licensor
                nor Onc
                Res have received any notice of infringement of, or conflict with,
                any
                license, patent, copyright, trademark, service mark or other intellectual
                property right of any Third Party and, to the knowledge of the Licensor
                and Onc Res, there has not been and is not currently any infringement
                or
                unauthorized use by any Third Party of any of the Patent Rights,
                Technology, Know-how, or Licensed Products. Except as provided herein,
                the
                validity or enforceability of any of the Patent Rights and or the
                title of
                the Licensor (or, if applicable, Onc Res) thereto has not been questioned
                in any litigation, governmental inquiry or proceeding to which the
                Licensor or Onc Res is a party and, to the knowledge of the Licensor
                and
                Onc Res, no such litigation, governmental inquiry or proceeding is
                threatened.




12.1.15
            To
                the knowledge of the Licensor and Onc Res, the Licensor and Onc Res
                (as
                applicable) have taken all reasonable actions necessary or appropriate
                to
                preserve the confidentiality of all trade secrets, proprietary and
                other
                confidential information material to the Licensed Products, Know-how,
                and
                Patent Rights.




12.1.16
            Licensor
                and Onc Res are not aware of any Third Party activities which would
                constitute misappropriation or infringement of the Patent
                Rights.




12.1.17
            Onc
                Res owns all right, title, and interest to the Licensor IND(s) free
                and
                clear of all liens, claims, and encumbrances, Licensor IND(s) constitute
                the only INDs or regulatory filings of any kind concerning any Licensed
                Product, and there are no Governmental Approvals in place or effective
                in
                any jurisdiction with respect to any Licensed
                Product.




28




12.1.18
            Licensor
                IND(s) are and have been filed, updated, and maintained in accordance
                with
                applicable Laws and pharmaceutical industry standards, and neither
                Licensor nor Onc Res has received nor been the subject of, nor is
                aware of
                any information for which one would reasonably expect Onc Res or
                Licensor
                to receive or be the subject of, any correspondence or other action
                on the
                part of any Regulatory Authority which would or could reasonably
                be
                expected to have a material adverse effect on any study with respect
                to
                Licensor IND(s) or on the Company’s development or commercialization of
                any Licensed Product.




12.1.19
            Except
                as provided in the Consulting Agreement, Ford is obligated by contract
                to
                assign all right, title, and interest in any modification, enhancement,
                or
                improvement of a Licensed Product, or any inventions, discoveries,
                improvements (whether patentable or not), information, and data which
                would be useful or necessary in the manufacture, use, or sale of
                any
                Licensed Product, or the practice of which would infringe an issued
                or
                pending claim within the Patent Rights, and any intellectual property
                rights related to any of the foregoing (including but not limited
                to
                patent rights), owned, acquired, controlled, conceived, reduced to
                practice, or otherwise developed by Ford at any time during the Term,
                to
                Licensor, free and clear of all liens, claims, and
                encumbrances.




**12.2**  **No
      Impairment**




Licensor
      and Onc Res hereby covenant and agree that, during the Term, they will not
      (either jointly or acting alone), by act or failure to act, impair or otherwise
      adversely affect, or cause any occurrence which would reasonably anticipated
      to
      impair or otherwise adversely affect, the Company’s rights under this Agreement
      or ability to freely exercise such rights.




12.3
            **Representations
                by Stason**.
                Stason hereby represents and warrants
                that:




12.3.1
            Stason
                has not conceived, reduced to practice, or otherwise developed any
                inventions, improvements, data, information, or other intellectual
                property related to, or useful or necessary with respect to, the
                development, commercialization, or exploitation of the Technology,
                Patent
                Rights, Know-how, or Licensed Products, and Stason does not own,
                control
                (by license or otherwise), or have any rights to or interest in any
                such
                inventions, improvements, data, information, or other intellectual
                property related to the Technology.




12.3.2
            Both
                this Agreement and the Termination Agreement have been duly executed
                and
                delivered by Stason and both such agreements constitute valid and
                binding
                agreements, enforceable against Stason in accordance with their terms
                (as
                limited by Article 16.13 herein), except as such enforcement may
                be
                affected by bankruptcy, reorganization, insolvency, moratorium or
                similar
                laws affecting creditor’s rights generally and except for general
                principles of equity.




29




**Article
      13 Limitation of Liability, Indemnity**




**13.1**  **NO
      IMPLIED WARRANTIES** ****




13.1.1
            EXCEPT
                AS SET FORTH IN ARTICLE 12, LICENSOR DOES NOT MAKE AND EXPRESSLY
                DISCLAIMS
                ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND, EITHER EXPRESS OR
                IMPLIED,
                INCLUDING, BUT NOT LIMITED TO, WARRANTY OF MERCHANTABILITY, FITNESS
                FOR A
                PARTICULAR PURPOSE, AND VALIDITY OF PATENTED RIGHTS CLAIMS, ISSUED
                OR
                PENDING.




13.1.2
            EXCEPT
                AS SET FORTH IN ARTICLE 12, NOTHING HEREIN SHALL BE CONSTRUED AS
                A
                REPRESENTATION OR WARRANTY BY LICENSOR TO THE COMPANY THAT THE PATENT
                RIGHTS AND KNOW-HOW ARE NOT INFRINGED BY ANY THIRD PARTY, OR THAT
                THE
                PRACTICE OF SUCH RIGHTS DOES NOT INFRINGE ANY INTELLECTUAL PROPERTY
                RIGHTS
                OF ANY THIRD PARTY.




**13.2**  **Indemnity**




13.2.1
            The
                Company agrees to defend, indemnify and hold harmless Licensor, Onc
                Res,
                their Affiliates, directors, employees and officers (“Licensor
                Indemnitees”) from and against all liability, demands, damages, including
                without limitation reasonable legal fees and expenses, and losses
                including death, personal injury, illness or property damage arising
                directly out of the Company’s use, manufacture, sale, or other disposition
                of Licensed Products under the terms of this Agreement, to the extent
                not
                resulting from any Licensor Indemnitee’s breach of this Agreement,
                negligence, willful misconduct, or failure to comply with Applicable
                Laws.




13.2.2
            Licensor
                and Onc Res agree to defend, indemnify and hold harmless the Company,
                its
                Affiliates, directors, employees, and officers (“Company Indemnitees”)
                from and against all liability, demands, damages, including without
                limitation reasonable legal fees and expenses, and losses including
                but
                not limited to death, personal injury, illness or property damage
                arising
                directly out of any Licensor Indemnitee’s breach of this Agreement,
                negligence, willful misconduct, or failure to comply with Applicable
                Laws.





13.2.3
            In
                the event that either party intends to seek indemnification for any
                claim
                under Article 13.2.1 or 13.2.2, it shall inform the other party of
                the
                claim promptly after receiving notice of the
                claim.




In
      the
      case of a claim for which any Licensor Indemnitee seeks indemnification under
      Article 13.2.1, such Licensor Indemnitee shall permit the Company to direct
      and
      control the defense of the claim and shall provide such reasonable assistance
      as
      is reasonably requested by the Company (at the Company’s cost) in the defense of
      the claim, provided that nothing in this Article 13.2.3 shall permit the Company
      to make any admission on behalf of Licensor or Onc Res, or to settle any claim
      or litigation which would impose any financial obligations on Licensor or Onc
      Res without the prior written consent of Licensor, such consent not to be
      unreasonably withheld or delayed.




30





In
      the
      case of a claim for which the Company seeks indemnification under Article
      13.2.2, the Company shall permit Licensor or Onc Res, whichever is indemnifying
      the Company, to direct and control the defense of the claim and shall provide
      such reasonable assistance as is reasonably requested by Licensor or Onc res
      (at
      Licensor’s or Onc Res’ cost) in the defense of the claim, provided that nothing
      in this Article 13.2.3 shall permit Licensor or Onc Res to make any admission
      on
      behalf of the Company, or to settle any claim or litigation which would impose
      any financial obligations on the Company without the prior written consent
      of
      the Company, such consent not to be unreasonably withheld or
      delayed.





**13.3**  **LIMITATION
      OF LIABILITY**





EXCEPT
      WITH REGARD TO DAMAGES ARISING FOR INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, BREACHES
      OF ARTICLE 14.3 OR 15, AND
      ANY
      DUTY TO INDEMNIFY FOR SPECIAL, PUNITIVE, INDIRECT, INCIDENTAL OR CONSEQUENTIAL
      DAMAGES UNDER ARTICLE 13.2.1 OR 13.2.2, IN NO EVENT SHALL ANY PARTY OR THEIR
      AFFILIATES BE LIABLE FOR
      SPECIAL, PUNITIVE, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, WHETHER BASED
      ON CONTRACT, TORT OR ANY OTHER LEGAL THEORY AND IRRESPECTIVE OF WHETHER SUCH
      PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH LOSS OR DAMAGE .





**Article
      14 Use of Names and Publication**





**14.1**  **Use
      of Name**





Nothing
      contained in this Agreement shall be construed as granting any right to the
      Company or its Affiliates to use in advertising, publicity, or other promotional
      activities any name, trade name, trademark, or other designation of Licensor
      or
      Onc Res or any of its units (including contraction, abbreviation or simulation
      of any of the foregoing) without the prior, written consent of Licensor;
      provided that Company may identify Licensor and Onc Res as the licensors under
      this Agreement without such consent to actual or potential investors, investment
      bankers, acquirers, acquisition targets, and strategic partners, and where
      the
      use of such names may be required by Applicable Law.




**14.2**  **No
      Agency**




Nothing
      herein shall be deemed to establish a relationship of principal and agent
      between Licensor and the Company, Onc Res and the Company, nor any of such
      parties’ respective agents or employees for any purpose whatsoever. This
      Agreement shall not be construed as creating a partnership between the Licensor
      and the Company, or Onc Res and the Company, 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.




**14.3**  **Publication**




In
      the
      event that Licensor or Onc Res or any of their respective Affiliates, employees,
      officers, directors, or shareholders thereof desires to publish or disclose,
      by
      written, oral or other presentation, any information included in the Patent
      Rights, Know-how, or any material information related thereto, Licensor shall
      provide the Company with a copy of the proposed publication, presentation,
      or
      disclosure at least sixty (60) days prior to its submission for presentation,
      publication, or disclosure. The Company may request that Licensor or Onc Res,
      no
      later than sixty (60) days following the receipt of such proposed publication,
      presentation, or disclosure, (i) delay such presentation, publication or
      disclosure for up to an additional ninety (90) days in order to enable the
      Company to file, or have filed on their behalf, a patent application, copyright
      or other appropriate form of intellectual property protection related to the
      information to be disclosed or request that Licensor or Onc Res do so, (ii)
      remove the Company’s Confidential Information from such presentation,
      publication or disclosure, and/or (iii) make any other reasonable changes to
      such proposed publication, presentation, or disclosure, as applicable. Upon
      receipt of such request, Licensor or Onc Res (as applicable) shall (i) arrange
      for a delay of such presentation, publication or disclosure until such time
      as
      the Company or Licensor has filed, or had filed on its behalf, such patent
      application, copyright or other appropriate form of intellectual property
      protection in form and in substance reasonably satisfactory to the Company
      and
      Licensor, (ii) remove the Company’s Confidential Information from such
      presentation, publication or disclosure, and/or (iii) reasonably consider any
      other reasonable changes proposed by the Company. If Licensor or Onc Res (as
      applicable) does not receive any request from the Company to delay such
      presentation, publication or disclosure, Licensor or Onc Res (as applicable)
      may
      submit such material for presentation, publication or other form of disclosure,
      subject to Licensor’s obligations under Article 15.




31




**Article
      15 Confidentiality**




**15.1**  **Confidentiality
      and Non-Use**




Any
      proprietary or confidential information relating to the Technology, Patent
      Rights, Know-how (including but not limited to patent prosecution documents
      relating to Patent Rights), reports and records provided under Article 7, and
      any other reasonably confidential or proprietary information concerning a
      party’s business or technology disclosed to the other party under this Agreement
      collectively constitute the “Confidential Information.” No party to this
      Agreement will use the Confidential Information for any purpose unrelated to
      the
      exercise of their rights or fulfillment of their obligations under this
      Agreement, and will hold it in confidence during the Term and for a period
      of
      five (5) years after the termination or expiration date of this Agreement.
      Each
      party shall exercise with respect to such the Confidential Information the
      same
      degree of care as the party exercises with respect to its own confidential
      or
      proprietary information of a similar nature, but in no event less than
      reasonable care, and shall not disclose it or permit its disclosure to any
      Third
      Party (except to those of its employees, consultants, or agents who are bound
      by
      a substantially similar obligation of confidentiality of this Agreement).
      However, such undertaking of confidentiality shall not apply to any information
      or data which:




15.1.1
            The
                receiving party receives without obligation of confidentiality at
                any time
                from a third-party lawfully in possession of same and having the
                right to
                disclose same;




15.1.2
            is,
                as of the date of this Agreement, in the public domain, or subsequently
                enters the public domain through no fault of the receiving
                party;




15.1.3
            is
                independently developed by the receiving party as demonstrated by
                written
                evidence without reference to or benefit of information disclosed
                to the
                receiving party by the disclosing
                party;




15.1.4
            is
                disclosed pursuant to the prior written approval of the disclosing
                party;
                or




32




15.1.5
            is
                required to be disclosed pursuant to Applicable Law or legal process
                (including, without limitation, to a governmental authority) provided
                that
                recipient will (i) give prior written notice of such required disclosure
                to the other party, to the extent reasonably practicable, (ii) give
                reasonable assistance to the other party, as requested thereby, seeking
                confidential or protective treatment thereof, and (iii) only disclose
                such
                Confidential Information to the extent required by such Applicable
                Law or
                legal process.




**15.2**  **Limited
      Disclosure by Licensor**




Licensor
      and Onc Res acknowledge and agree that the Know-how licensed to the Company
      has
      value to the Company in being maintained as confidential. Therefore, neither
      Licensor nor Onc Res shall disclose the Know-how to any Third Party without
      the
      Company’s prior written consent.




**15.3**  **Material
      Non-Public Information**




Licensor,
      Onc Res, and Stason understand that it is the intent of the Company to register
      its capital stock on
      a
      national securities exchange, on the National Association of Securities Dealers,
      Inc. Automated Quotation System (collectively “NASDAQ”), or the Over The Counter
      Bulletin Board and accordingly, the Licensor understands that confidential
      information provided to them by the Company pursuant to the terms of this
      Agreement may constitute “material non-public information” concerning the
      Company.




**Article
      16 Miscellaneous Provisions**




**16.1**  **Assignment**




This
      Agreement and the rights and duties appertaining hereto may not be assigned
      by
      any party without first obtaining the written consent of the other parties,
      which consent shall not be unreasonably withheld. Any such purported assignment
      without the written consent of the other parties shall be null and of no effect.
      Notwithstanding the foregoing, the Company may assign this Agreement without
      the
      consent of any of the other parties (i) to a purchaser, merging, or
      consolidating corporation, or acquirer of all or substantially all of the
      Company’s (or its successors or assigns) assets or business (or that portion
      thereof to which this Agreement relates) and/or pursuant to any reorganization
      of the Company, (ii) to an Affiliate of the Company (or its successors or
      assigns), or (iii) to VioQuest Pharmaceuticals, Inc.




**16.2**  **Binding
      Nature and Inurnment**




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 Effective
      Date. As of the Effective Date, this Agreement is binding upon and inures to
      the
      benefit of the parties and their respective permitted successors and
      assigns.




**16.3**  **Counterparts;
      Facsimile**




This
      Agreement may be executed in two or more counterparts, each of which shall
      be
      deemed an original, but all of which together shall constitute one and the
      same
      instrument. This Agreement may be signed and delivered to the other party by
      facsimile signature; such transmission will be deemed a valid
      signature.




33




**16.4**  **Entire
      Agreement; Amendment**




The
      parties hereto acknowledge that this Agreement, including the Exhibits,
      Schedules and documents incorporated by reference, 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 of modification except by the
      execution of a written instrument subscribed to by the parties hereto and shall
      supersede all previous communications, agreements (including the Original
      Agreement), representations or understandings, either oral or written, between
      the parties relating to the subject matter hereof. No subsequent alteration,
      amendment, change or addition to this Agreement shall be binding upon the
      parties hereto unless reduced to writing and signed by the respective authorized
      officers of the parties.




**16.5**  **Force
      Majeure**




Neither
      party is responsible for delays resulting from causes beyond its reasonable
      control, including without limitation fire, explosion, flood, war, strike,
      or
      riot, provided that the nonperforming party uses commercially reasonable efforts
      to avoid or remove those causes of nonperformance and continues performance
      under this Agreement with reasonable dispatch whenever the causes are
      removed.




**16.6**  **Further
      Assurances**




From
      time
      to time during the Term, at the request of either party, the
      other
      party shall execute and deliver such
      documents and take such other action as the requesting party may reasonably
      request to consummate more effectively the transactions contemplated
      hereby.




**16.7**  **Headings**




The
      headings of the several articles 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.




**16.8**  **Law**




This
      Agreement shall be construed, governed, interpreted and applied in accordance
      with the laws of the State of New York, without regard to principles of
      conflicts of laws.




**16.9**  **Payments,
      Notices and Other Communications**




Any
      payment, notice or other communication required or permitted to be given
      pursuant to this Agreement shall be in writing and sent by certified first
      class
      mail, postage prepaid, by hand delivery or by facsimile if confirmed in writing,
      in each case effective upon receipt, at the addresses below or as otherwise
      designated by written notice given to the other party:




In
                the case of Licensor:
            Asymmetric
                Therapeutics, LLC.141
                Main St.Unadilla,
                NY 13849




In
                  the case of the Company:
              Fiordland
                  Pharmaceuticals, Inc.787
                  Seventh Ave. 48thfloorNew
                  York, NY 10019




34




**16.10**  **Payment
      of Own Fees and Expenses**




Each
      party shall be responsible for their own expenses relating to the preparation
      and consummation of this Agreement and, except as specified herein, the
      agreements and transactions contemplated hereby.




**16.11**  **Severability**




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




**16.12**  **Waiver**




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. Any waiver of any rights or failure to act in
      a
      specific instance relates only to that instance and is not an agreement to
      waive
      any rights or fail to act in any other instance.




**16.13b** **No
          Third Party Beneficiaries**




No
      third
      party shall be a beneficiary to this Agreement. Stason agrees that it shall
      have
      no rights under this Agreement except to enforce its rights under Articles
      4.4
      and 11.6.5.




[Signature
      page to follow.]




35




**IN
      WITNESS WHEREOF** ,
      the
      parties hereto have executed this Agreement, in triplicate by proper persons
      thereunto duly authorized.




**ONC
      RES, INC.**  **FIORDLAND
      PHARMACEUTICALS, INC**


**ONC
                  RES, INC.**
              **FIORDLAND
                  PHARMACEUTICALS, INC**By:
                  /s/ John P. Ford
              By:
                  /s/ J. Jay LobellName:
                  John P. Ford
              Name:
                    J. Jay LobellTitle:
                  Director
              Title:
                  PresidentDate:
                  2/17/07
              Date:
                  February 14, 2007




**ASYMMETRIC
      THERAPUETICS, LLC**






By: /s/
      John
      P. Ford


Name:
        John P. Ford
 Title: Member


Date: 2/17/07




**SOLEY
      AS TO ITS AGREEMENTS, REPRESENTATIONS AND WARRANTIES UNDER ARTICLE 1A, ARTICLE
      12.3, ARTICLE 15, AND ARTICLE 16.13 AND TO ENFORCE ITS RIGHTS UNDER ARTICLES
      4.4
      AND 11.6.5**




**STASON
      PHARMACEUTICALS, INC.**






By: /s/
      Harry
      T. Fan


Name:
        Harry T. Fan
 Title: CEO


Date: 2/21/07




36




**Schedule
      1.15: Licensor IND(s)**




1.)
      IND
      66,845 filed February 28 th ,
      2005









**Schedule
      1.20: Patent Rights**




**Docket
                No.**
            
            **Application
                Serial No./Patent No. (if granted)**
            
            **Filing
                Date/Issue Date**
            
            **Title**[***]
            
            10/364,383
            
            02/12/2003
            
            Treatment,
                Composition and Method using Uracil Against Side-Effects of
                Chemotherapy[***]
            
            10/684,203/
              U.S.
                Pat. No. 6,979,688
            
            10/10/2003/
              12-27-2005
            
            Treatment
                Method Against Side-Effects of Chemotherapy[***]
            
            11/146,883
            
            06/06/2005
            
            Treatment
                Method Against Side-Effects of Chemotherapy[***]
            
            10/918,199/
              U.S.
                Pat. No. 6,995,165
            
            08/13/2004/
              02/07/2006
            
            Methods,
                Compositions and Kits for Organ Protection During Systemic Anticancer
                Therapy[***]
            
            11/196,921
            
            08/03/2005
            
            Methods,
                Compositions and Kits for Organ Protection During Systemic Anticancer
                Therapy[***]
            
            60/697,910
            
            07/08/2005
            
            Systemic
                Anticancer Therapy Safety and Compliance Packaging[***]
            
            11/482,661
            
            07/07/2006
            
            Metered-Dose
                and Safety and Compliance Packaging for Systemic Anticancer
                Therapy[***]
            
            2004283079
            
            08/13/2004
            
            Methods,
                Compositions and Kits for Organ Protection During Systemic Anticancer
                Therapy[***]
            
            2,542,235
            
            08/13/2004
            
            Methods,
                Compositions and Kits for Organ Protection During Systemic Anticancer
                Therapy[***]
            
            04781096.5
            
            08/13/2004
            
            Methods,
                Compositions and Kits for Organ Protection During Systemic Anticancer
                Therapy[***]
            
            06112520.8
            
            08/13/2004
            
            Methods,
                Compositions and Kits for Organ Protection During Systemic Anticancer
                Therapy[***]
            
            2006-533849
            
            08/13/2004
            
            Methods,
                Compositions and Kits for Organ Protection During Systemic Anticancer
                Therapy[***]
            
            547045
            
            08/13/2004
            
            Methods,
                Compositions and Kits for Organ Protection During Systemic Anticancer
                Therapy[***]
            
            200602330-3
            
            08/13/2004
            
            Methods,
                Compositions and Kits for Organ Protection During Systemic Anticancer
                Therapy[***]
            
            2006/03458
            
            08/13/2004
            
            Methods,
                Compositions and Kits for Organ Protection During Systemic Anticancer
                Therapy[***]
            
            PCT/US2004/026352
            
            08/13/2004
            
            Methods,
                Compositions and Kits for Organ Protection During Systemic Anticancer
                Therapy







**Schedule
      3.2: Existing Technology and Licensed Product Inventory**




None.









**Exhibit
      5.3.1: Diligence Milestones**




1.
            Amend
                a Licensor IND or file a Company-sponsored (or Sublicensee-sponsored)
                IND
                in the United States or Canada with respect to a Licensed Product
                within
                12 months of the Effective Date.




2.
            Initiate
                enrollment of patients for the first human clinical trial of a Licensed
                Product to be conducted by or on behalf of the Company (or Sublicensee)
                within 6 months after approval of an IND with respect
                thereto.




3.
            First
                commercial sale of a Licensed Product no later than 6 months following
                receipt by the Company of the initial Marketing Authorization obtained
                with respect to a Licensed Product.









**Exhibit
      5.3.2: Example of Extension Payment Schedule**




6
                Month Period
            
            Payment
            
            Cumulative
            
            Extension
                Time
            
            Cumulative
                Extension Time1
            
            $
            [***
            ]
            $
            [***
            ]
            
            6
                months
            
            
            6
                months2
            
            $
            [***
            ]
            $
            [***
            ]
            
            6
                months
            
            
            12
                months3
            
            $
            [***
            ]
            $
            [***
            ]
            
            6
                months
            
            
            18
                months4
            
            $
            [***
            ]
            $
            [***
            ]
            
            6
                months
            
            
            24
                months5
            
            $
            [***
            ]
            $
            [***
            ]
            
            6
                months
            
            
            30
                months6
            
            $
            [***
            ]
            $
            [***
            ]
            
            6
                months
            
            
            36
                months




This
      Exhibit is an example and illustration and is by no way intended create or
      infer
      any obligations on the parties except as specifically described in the
      Agreement.







**Exhibit
      5.4(a): CT Agreements**




None.









**Schedule
      5.4(b): Transferred Agreements**




None.









**Schedule
      12.1.13: Material Agreements**




1.
            Joint
                Venture Agreement, dated February 19, 2005, between Licensor, John
                P.
                Ford, MD, and Stason Pharmaceuticals,
                Inc.




2.
            Termination
                Agreement dated December 29, 2006 between Onc Res, John P. Ford,
                MD, and
                Stason Pharmaceuticals, Inc.




3.
            Assignment
                Agreement dated December 29, 2006




4.
            Supplemental
                Assignment Agreement dated February __,
                2007