Exhibit
10.1

    


    CONFIDENTIAL TREATMENT
REQUESTED: Certain portions of this document have been omitted pursuant
to a request for confidential treatment and, where applicable, have been marked
with an asterisk (“[***]”) to denote where omissions have been made. The
confidential material has been filed separately with the Securities and Exchange
Commission.

    


    
      	
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    OPTION
& LICENSE AGREEMENT

    


    by
and between

    


    INTELLECT
NEUROSCIENCES, INC.

    


    and


    


    [***]

    


    dated
as of

    


    October
3, 2008


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
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    OPTION & LICENSE
AGREEMENT


    


    THIS AGREEMENT is made as of October 3,
2008 (the “Effective Date”) by and between INTELLECT NEUROSCIENCES, INC. having
a place of business at 7 West 18th St. 9th Fl. New York 10011 (“Intellect”, and
following exercise of the Option (as defined below), “Licensor”), and [***],
having a place of business at [***] (“[***]”, and following exercise of the
Option, “Licensee”).

    


    Intellect
is the owner of the Licensed Patents, as defined below.

     

    [***] wishes to purchase an
option to obtain a license under the Licensed Patents, to practice the
technology included or claimed in the Licensed Patents and to make, have made,
use, sell, offer to sell and import Licensed Products, as defined
below.

     

    Intellect
is willing to grant such an option, and following exercise of the option, a
license to [***] on the
terms and conditions of this Agreement.

     

    Intellect
and [***] have therefore
agreed as follows:

     

    1.           DEFINITIONS

     

    The
following terms shall have the meanings indicated in this
Agreement:

     

    1.1.           “Agreement” means this
Agreement, including all schedules hereto.

     

    1.2.           “Affiliate” means any
Person controlled by, controlling, or under common control with either Licensee
or Licensor.  For this purpose, “control” means direct or indirect
beneficial ownership of at least fifty percent (50%) interest in the voting
stock (or the equivalent) of such Person or having the right to direct, appoint
or remove a majority or more of the members of its board of directors (or their
equivalent), or having the power to control the general management of such
Person, by contract, law or otherwise.

     

    1.3.           
“Control” or
“Controlled”
shall mean with respect to intellectual property, the right to grant a license
or sublicense with respect thereto, whether by ownership, license or
otherwise.

     

    1.4.           
“Effective
Date” has the meaning given to it in the Preamble.

     

    1.5.           “Exercise Fee: is
defined in Section 3.1.2.

     

    1.6.           “Field” shall mean the
treatment, prevention and/or control of all diseases and/or conditions in
humans, including but not limited to Alzheimer’s Disease and Mild Cognitive
Impairment.

     

    1.7.           “Governmental
Authority” means any court, agency, department, authority or other
instrumentality of any national, state, county, city or other political
subdivision.

     

    
      
        
        

      

      
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    1.8.           
"Law" or “Laws” means all laws,
statutes, rules, regulations, orders, judgments and/or ordinances of any
Governmental Authority.

     

    1.9.           “Lead Compound” means
Licensee’s antibody directed toward Amyloid Beta, commonly referred to within
Licensee as [***].

     

    1.10.           “Licensed Patents”
means any U.S. and ex-U.S. patents and patent applications listed on Schedule 1 having
claims that encompass [***] Compounds, and any divisional, continuation or
continuation-in-part thereof or substitute therefor, any foreign patent
applications corresponding to any such patent applications, and any U.S. or
foreign patent or the equivalent thereof issuing therefrom, and any reissue,
re-examination, renewal, supplementary protection certificate or extension
thereof, all to the extent within the Control of Licensor as of the Effective
Date.

     

    1.11.           “Licensed Product”
means any product in any dosage form containing the [***] Compound, the
development, manufacture, use, sale or importation of which product would,
absent the license granted by Licensor to Licensee herein, infringe any Valid
Claim in any Licensed Patent.

     

    1.12.           “Net Sales” means with
respect to Licensed Products, the gross amount invoiced by Licensee, its
Affiliates and its sublicensees of such Licensed Products to Third Parties, less
(a) bad debts related to such Licensed Products and (b) sales returns and
allowances actually paid, granted or accrued, including, trade, quantity and
cash discounts and any other adjustments, including, those granted on account of
price adjustments, billing errors, rejected goods, damaged or defective goods,
recalls, returns, rebates, chargeback rebates, reimbursements or similar
payments granted or given to wholesalers or other distributors, buying groups,
health care insurance carriers or other institutions, adjustments arising from
consumer discount programs or other similar programs, customs or excise duties,
sales tax, consumption tax, value added tax, and other taxes (except income
taxes) or duties relating to sales, any payment in respect of sales to the
United States government, any state government or any foreign government, or to
any other Governmental Authority, or with respect to any government-subsidized
program or managed care organization, and freight and insurance (to the extent
that Licensee bears the cost of freight and insurance for a Licensed
Product).  Net Sales shall be determined from books and records
maintained in accordance with generally acceptable accounting principles in the
United States, as consistently applied by Licensee with respect to sales of all
its pharmaceutical products.

     

    1.13.           “Party” means each
party to this Agreement and their respective successors and permitted
assigns.

     

    1.14.           “Person” means any
natural person or legal entity.

     

    1.15.           “[***] Compound” means
any antibody owned or licensed by Licensee or an Affiliate directed towards
Amyloid Beta, including the Lead Compound.

     

    1.16.           [***]

     

    1.17.           “Royalty Payments” is
defined in Section 3.1.4.

     

    
      
        
        

      

      
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    1.18.           “Territory” means
worldwide.

     

    1.19.           ”Third Party” means
any Person or entity other than Licensee, Licensor or any of their respective
Affiliates.

     

    1.20.           “Valid Claim” means
any claim of any issued and unexpired patent that has not been rejected,
revoked, or held unenforceable or invalid by a decision of a court or other
government agency of competent jurisdiction which decision is unappealable or
unappealed within the time allowed for appeal, or that has not been dedicated to
the public, disclaimed, withdrawn, abandoned or admitted by Licensor to be
invalid or unenforceable through reissue, disclaimer or otherwise.

     

    2.           OPTION AND
LICENSE.

     

    2.1             Option.  Intelllect
hereby grants to [***] and its Affiliates an irrevocable option (the “Option”), to be
exercised at [***]’s sole unfettered discretion, to acquire the license
described in Section 2.2 below.  The Option may be exercised any time
from the Effective Date until March 31, 2009 (the “Option
Period”).  [***] (or an Affiliate of [***]) shall notify
Intellect whether or not it wishes to exercise the Option as promptly as
practicable after [***] has made its decision whether to exercise or not to
exercise the Option, but in no event no later than the last day of the Option
Period.

    


    2.2            
Grant of
License.  Subject to the terms of this Agreement, if [***]
exercises the Option pursuant to Section 2.1, Intellect hereby grants to [***]
and its Affiliates, commencing immediately upon exercise of the Option and for
the term of this Agreement, a non-exclusive, royalty bearing license under the
Licensed Patents, with the right to grant sublicenses, to develop, have
developed, make, have made, use, offer to sell, sell, import and have imported
Licensed Products in the Territory in the Field.  Upon exercise of the
Option, Intellect will be referred to as “Licensor” and [***] will be referred
to as “Licensee”, provided, that use of such names in describing the parties is
for ease of reference only, and will not have any legal effect.

     

    2.3            
Compliance and
Approvals.   Licensee shall comply with all applicable
Laws.  Licensee shall be responsible for obtaining all regulatory
approvals required for the manufacture and sale of Licensed
Products.

     

    2.3           
 Authority.  Licensee
has sole authority in all matters related to the research, development,
manufacture and commercialization of the Licensed Products, whether conducted
using its own or its Affiliates’ resources or through one or more Third Parties
of its choosing.

     

    3.           PAYMENTS

     

    3.1            
Payments.  [***]
shall make the following payments to Intellect:

     

      
3.1.1           Upfront
Payment.  Within ten (10) business days after execution of this
Agreement, [***] shall pay Intellect a non-refundable fee of [***] for the
Option, of which [***] is creditable against the Exercise Fee.

     

    
      
        
        

      

      
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    3.1.2           Exercise
Fee.  Within ten (10) business days following exercise of the
Option, Licensee will pay a [***] exercise fee (the “Exercise Fee”), such
Exercise Fee to be reduced by [***] as a credit in respect of the upfront
payment made pursuant to Section 3.1.1 above.

    


    3.1.3           Milestone
Payments.  Licensee shall pay to Licensor the following
non-refundable milestone payments, to be paid only once, at the time when a
Licensed Patent or Licensed Product reaches, as the case may be, a milestone
described below:

     

    
      	
               
      

            	
              a.

            	
              Upon
      the later of (1) exercise of the Option, and (2) grant in the United
      States of a Licensed Patent with at least one Valid Claim that covers a
      Licensed Product in the Territory in the Field,
  [***].

            


    

    


    
      	
               
      

            	
              b.

            	
              After
      Licensee reaches aggregate annual Net Sales in excess of [***] for any
      Licensed Product in countries in which there are then existing one or more
      Valid Claims covering the Licensed Product (“Covered Countries”), Licensee
      would pay Licensor [***].  Such payment is payable one time
      only, regardless of the number of Licensed Products that reach such annual
      Net Sales in such Covered Countries and the number of times such milestone
      is reached.

            


    

    


    
      	
               
      

            	
              c.

            	
              For
      the avoidance of doubt:  (i) each milestone payment shall be
      payable only on the first occurrence of the corresponding event milestone;
      and (ii) none of the event milestone payments shall be payable more than
      once.  In the event that a Party has given the other Party any
      notice of termination of this Agreement under Article 7, no further
      payments under Section 3.1.3(a) shall become due following the date of
      such notice, but all payments due with respect to milestones achieved
      prior to such date shall remain payable in accordance with their
      terms.

            


    

    


    Each such
milestone payment shall be due upon the achievement of such milestone and
payable to Licensor within thirty (30) business days after the date such
milestone is achieved (whether achieved by or on behalf of Licensee or any of
its Affiliates or sublicensees).

     

    3.1.4           Royalties.  In
addition to the payments provided in Sections 3.1.1, 3.1.2 and Section 3.1.3, in
consideration of the rights granted hereunder, and subject to the terms and
conditions of this Agreement, Licensee shall pay or cause to be paid to Licensor
a royalty on all Net Sales of all Licensed Products by Licensee or any of its
Affiliates or permitted sublicensees (“Royalty Payments”) in
an amount equal to:

     

     

    
      
        	
              	
                a.

              	
                [***]
      of Net Sales for the portion of aggregate Net Sales of such Licensed
      Products in a calendar year in the Territory below or equal to [***];
      plus

              


      

    

     

    
      	
               
      

            	
              b.

            	
              [***]
      of Net Sales for the portion of aggregate Net Sales of
      such Licensed Products in a calendar year in the Territory greater than
      [***] and less than or equal to [***]; plus

            


    

     

    
      
        
        

      

      
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              c.

            	
              [***]
      Net Sales for the portion of aggregate Net Sales of
      such Licensed Products in a calendar year in the Territory greater than
      [***] and less than or equal to [***]; plus

            


    

     

     

    
      	
               
      

            	
              d.

            	
              [***]
      of Net Sales for the portion of aggregate Net Sales of such Licensed
      Products in a calendar year in the Territory in excess of
      [***].

            


    

     

    Royalty
Payments shall be made in accordance with Sections 4, for the period commencing
upon launch of a Licensed Product in a country (or upon issuance of a Valid
Claim, whichever is later) and ending upon the date on which such Licensed
Product is no longer covered by a Valid Claim in such country.

     

    3.1.5.           Most Favored
Nation.  In the event that Licensor grants or has granted to
any Third Party a license under the Licensed Patents, which license requires
such Third Party to pay less than any of the payments and/or royalties set forth
in this Agreement, such lesser payments and royalties shall be substituted for
the payments and royalties payable by Licensee under this Agreement, and any
amounts paid by Licensee prior to the issuance of such Third Party license in
excess of such lesser payments and royalties shall be credited against future
payments and/or royalties payable by Licensee to Licensor under the
Agreement.

     

    3.1.6.           Third Party Royalty
Obligations.  If Licensee, its Affiliate or permitted
sublicensee determines in its reasonable discretion that it is necessary to
obtain intellectual property rights from a Third Party (or has obtained such a
license) in order to make, use, sell, offer for sale, supply, cause to be
supplied, or import a Licensed Product in a country in the Territory to pay a
royalty to a Third Party based on the sale of a Licensed Product in a country in
the Territory (including in connection with the settlement of a patent
infringement claim or as a result of Licensee being subject to a final court or
other binding order or ruling requiring such payments, to a Third Party patent
holder in respect of sales of any Licensed Product in a country in the
Territory), then (a) Licensee, its Affiliate or sublicensee may negotiate and
procure any such licensing agreements (but will not be under an obligation to
Licensor to do so), and (b) the amount of Licensee’s royalty payments under
Section 3.1.4 with respect to Net Sales for such Licensed Product in such
country shall be reduced by [***] of the
amount of such royalties payable by Licensee to such Third Party; provided,
however, that in no event will a deduction, or deductions, under this Section
3.1.5, in the aggregate, reduce any  Royalty Payment made by Licensee
in respect of Net Sales of such Licensed Product pursuant to Section 3.1.4 by
more than [***]; and
provided further, that no deduction or deductions will be permitted in respect
of formulation claims of such Third Party patent holders.

     

    
      
        
        

      

      
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    3.1.7           Payment of Fees Following
Opposition.  In the event Licensee, its Affiliates or
sublicensees files or maintains the opposition proceeding described in Section
7.2.2, following which event (i) Licensor elects not to terminate this Agreement
within thirty (30) days of such filing, and (ii) any of the claims opposed in
such opposition proceeding that Licensee would infringe in the absence of this
Agreement is upheld by the EPO, Licensee shall pay Licensor its reasonable legal
fees in connection with such opposition proceeding; provided, however, if
Licensee, an Affiliate or sublicensee only becomes a party to the opposition
proceeding after a Third Party initiates such proceeding, Licensee would only be
liable for a portion of such legal fees, determined by dividing such fees by the
number of persons that became a party to such opposition.

     

    3.2           Records.  During
the term of this Agreement and for two (2) years thereafter, Licensee shall (and
shall cause its Affiliates, distributors and permitted sublicensees to) keep
complete and accurate records of sales of Licensed Products and such other
matters as may affect the determination of any amount payable to Licensor
hereunder in sufficient detail to enable certified public accountants engaged by
Licensor to determine any amounts payable to Licensor under this
Agreement.  Licensee shall (and shall cause its Affiliates,
distributors and permitted sublicensees to) permit an independent certified
public accountants engaged by Licensor, at Licensor’s expense (except as
provided below), and reasonably acceptable to Licensee to examine not more than
once in any twelve-month period per Person its books, ledgers, and records
during regular business hours for the purpose of and to the extent necessary to
verify any report required under this Agreement or the accuracy of any amount
payable hereunder.  In addition, Licensee shall (and shall cause its
Affiliates, distributors and permitted sublicensees to) permit Licensor or its
representatives to examine periodically any documents relating to its
sublicensing of the Licensed Patents during regular business
hours.  Licensee may require such accountants to enter into a
reasonably acceptable confidentiality agreement, and in no event shall such
accountants disclose to Licensor any information, other than such as relates to
the accuracy of the corresponding royalty reports pursuant to Section
4.2.  The opinion of said independent accountants regarding such
reports and related payments shall be binding on the parties, other than in the
case of manifest error.  Should any examination conducted by Licensor
or its representatives pursuant to the provisions of this paragraph result in an
increase of more than  5% of any payment due Licensor hereunder,
Licensee, in addition to any amounts that may be due Licensor, shall be
obligated to reimburse any out of pocket expenses incurred by Licensor with
respect to such examination within thirty (30) days after receipt of an invoice
therefor from Licensor.  Any overpayment of royalties by Licensee
revealed by an examination shall be fully-creditable against future royalty
payments under Section 3.1.4.

     

    4.           Payments.

     

    4.1           Inter-Company
Sales.  Sales between or among Licensee, its Affiliates or
sublicensees shall not be subject to royalties under Section 3, unless Licensee,
or such Affiliate or sublicensee is the end-user of the Licensed
Product.  Licensee shall be responsible for the payment of royalties
on Net Sales by its Affiliates or sublicensees to Third Parties.

     

    4.2           Royalty Reporting.
Licensee shall make royalty payments to Licensor with respect to each [***]
within sixty (60) days after the end of such [***], and each payment shall be
accompanied by a report identifying the Licensed Product, each applicable
country, Net Sales for each such country, and the amount payable to Licensor, as
well as the computation thereof.  Said reports shall be kept
confidential by Licensor and not disclosed to any other party, other than
Licensor’s accountants which shall be obligated to keep such information
confidential, and such information and reports shall only be used for purposes
of this Agreement.

     

    
      
        
        

      

      
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    4.3           Fund
Transfers.  Each payment hereunder shall be made by electronic
transfer in immediately available funds via either a bank wire transfer, an ACH
(automated clearing house) mechanism, or any other means of electronic funds
transfer, at Licensee’s election, to Licensor’s account at [***], or to such
other bank account as Licensor shall designate in a notice at least five (5)
Business Days before the payment is due.  All payments under this
Agreement shall bear interest from the fifteenth (15th) day
after the date due until paid at a rate equal to the thirty (30)-day United
States dollar LIBOR rate in effect on the date that payment was due, as
published by The Financial
Times.  All payments made under this Agreement shall be
non-refundable.

     

    4.4           Taxes.

     

     
4.4.1           VAT.  It is
understood and agreed between the parties that any payments made by Licensee
under this Agreement are inclusive of any value added or similar tax imposed
upon such payments.

     

     
4.4.2           Withholding Tax
Matters. In addition, in the event any of the payments made by Licensee
pursuant to Section 3 become subject to withholding taxes under the Laws of any
jurisdiction, Licensee shall deduct and withhold the amount of such taxes for
the account of Licensor to the extent required by Law, such payment to Licensee
shall be reduced by the amount of taxes deducted and withheld, and Licensee
shall pay the amount of such taxes to the proper Governmental Authority in a
timely manner and promptly transmit to Licensor an official tax certificate or
other evidence of such tax obligations, together with proof of payment from the
relevant Governmental Authority of all amounts deducted and withheld sufficient
to enable Licensor to claim such payment of taxes. Any such withholding taxes
required under applicable Law to be paid or withheld shall be an expense of, and
borne solely by, Licensor.  Licensee will provide Licensor with
reasonable assistance, at Licensee’s expense, to enable Licensee to recover such
taxes as permitted by Law.

     

    5.           PROTECTION OF INTELLECTUAL
PROPERTY RIGHTS

     

    5.1           Patent Prosecution/Patent
Costs.  Licensor shall be responsible for the prosecution,
maintenance, renewal, extension and defense of all Licensed Patents in its sole
discretion and at its expense.

     

    5.2           Patent
Enforcement.  In the event a Party becomes aware of any
possible or actual Third Party infringement of the Licensed Patents, that Party
shall promptly notify the other Party and provide it with full
details.

     

    
      
        
        

      

      
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              (b)
      With respect to any Licensed Product made, used, sold, imported or
      exported by a Third Party which Licensee reasonably believe infringes a
      claim of one or more Licensed Patents, at the written request of Licensee
      provided in Licensee’s sole discretion (“Written Request”), Licensor
      shall, at Licensee's expense, commence suit or other proceedings and/or
      file any claims appropriate to abate such infringement (“Enforcement”),
      engaging legal counsel mutually acceptable to all
      Parties.  Licensee, at its sole election, shall have the right,
      but not the obligation, to be joined as party plaintiffs in any such
      Enforcement to the full extent permitted by law in the relevant
      jurisdiction.  In resolving any Enforcement (or related
      settlement) initiated by Licensor as described above, Licensor and
      Licensee shall first be reimbursed for all costs associated with the
      Enforcement or its settlement, including, without limitation, attorney
      fees, after which Licensee shall be paid [***] and Licensor shall be paid
      [***] of any funds remaining from the sums recovered in the Enforcement or
      its settlement.  In the event Licensor has not commenced
      Enforcement (through mutually agreed upon counsel) within thirty (30) days
      after receiving such Written Request from Licensee, then Licensee shall
      have the right, but not the obligation, to initiate Enforcement at their
      own expense and to join Licensor as a party plaintiff in any such suit or
      proceeding, if required by law in the relevant jurisdiction and at no cost
      or expense to Licensor.  In resolving any such Enforcement
      initiated by Licensee, Licensee shall be entitled to receive and retain
      any and all sums recovered in the Enforcement or its
      settlement.  Licensor shall control any Enforcement action but
      shall consult with Licensee regarding Enforcement strategy and
      tactics.

            


    

     

    
      	
               
      

            	
              (c)

            	
              With
      respect to any infringing activity set forth in clause (b) above, and any
      other infringement of Licensed Patents by a Third Party, if Licensor fails
      to commence any suit or proceeding or otherwise abate such infringement
      within one hundred and twenty (120) days of the date that Licensor first
      becomes aware of such infringement, all royalties and other payments
      payable by Licensees hereunder shall automatically be reduced by fifty
      percent (50%) (“Infringement Abatement”).  For the avoidance of
      doubt, any such Infringement Abatement shall be calculated independently
      of, and applied in addition to, any abatement for Third Party Royalties
      pursuant to Section 3.1.6.

            


    

     

    
      	
               
      

            	
              (d)

            	
              For
      the sake of clarity, it shall not be an act of infringement of Licensed
      Patents for Licensor or any licensee, sublicensee, assignee, transferee or
      designee of Licensor to research, develop, use, have used, make, have
      made, offer for sale, sell, have sold, import or export any products
      Controlled by Licensor.

            


    

     

    
      	
               
      

            	
              (e)

            	
              Anything
      to the contrary herein notwithstanding, Licensor shall not be obligated to
      initiate or undertake Enforcement (or to join in any action with Licensee
      pursuant to Section 5.1(b)) against any product or third party against
      which Licensor (either alone or together with another party that is a
      licensee under the Licensed Patents) has previously initiated or
      undertaken Enforcement, or other action intended to abate any infringement
      of Licensed Patents, by such product or third party prior to receipt of a
      Written Request from Licensee (“Prior Enforcement”).  In the
      event that Licensor has initiated Prior Enforcement, the provisions of
      Section 5.1(c) shall not apply and there shall be no reduction of the
      royalties due to Licensor under Section 5.1(c) in respect of such Prior
      Enforcement.

            


    

     

    
      
        
        

      

      
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    6.           INDEMNIFICATION;
ETC.

     

    6.1           Indemnification.

     

    6.1.1           Licensee
shall indemnify, defend and hold harmless Licensor, its Affiliates, and their
respective directors, partners, officers, managers, employees and agents and
their respective successors, heirs and assigns (each an “Indemnitee”), against
any liability, damage, deficiency, loss, obligation or expense of any kind
(including reasonable attorneys’ fees and expenses of litigation) incurred by or
imposed upon any Indemnitee as a result of or relating to (a) any death,
illness, personal injury, property damage, improper business practices or other
loss, casualty or harm arising out of the development, manufacture, sale, use or
other disposition of any Licensed Product (whether based on negligence or other
tort, warranty, strict liability, or any other theory) or (b) any breach of this
Agreement by Licensee, its Affiliates or any of its permitted
sublicensees.

     

    6.1.2           This
Section 6.1 shall survive expiration or termination of this
Agreement.

     

    6.2           Warranty
Disclaimer.  EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT,
LICENSOR MAKES NO EXPRESS OR IMPLIED WARRANTY INCLUDING, WITHOUT LIMITATION, ANY
IMPLIED WARRANTY OF MERCHANTABILITY OR ANY IMPLIED WARRANTY OF FITNESS FOR A
PARTICULAR PURPOSE WITH RESPECT TO ANY OF THE LICENSED PATENTS OR ANY LICENSED
PRODUCTS OR OTHERWISE AND HEREBY DISCLAIMS THE SAME.  EXCEPT AS
PROVIDED BELOW, LICENSOR MAKES NO EXPRESS OR IMPLIED WARRANTY THAT THE
MANUFACTURE, USE OR SALE OF ANY LICENSED PRODUCT WILL NOT INFRINGE ANY PATENT OR
OTHER RIGHT OF ANY PARTY OR THIRD PERSON AND HEREBY DISCLAIMS THE
SAME.

     

    6.3           Representations and
Warranties of Licensor.  Licensor hereby represents, warrants
and covenants to Licensee that Licensor has the full right and authority to
execute and perform this Agreement and the execution and performance of this
agreement by Licensor will not conflict with, cause a default under or violate
any existing contractual obligation that may be owed by Licensor to any Third
Party.  Licensor hereby represents, warrants and covenants that it has
the right to grant licenses described in Section 2.1 to all of the patents and
patent applications listed in Schedule 1 without violating or breaching any
obligations to Third Parties.

     

    6.4           
Representations and
Warranties of Licensee.  Licensee hereby represents, warrants
and covenants to Licensor that Licensee has the full right and authority to
execute and perform this Agreement and the execution and performance of this
agreement by Licensee will not conflict with, cause a default under or violate
any existing contractual obligation that may be owed by Licensee to any Third
Party.  Licensee is a wholly-owned subsidiary of [***].

     

    7.           TERM AND
TERMINATION

     

    7.1           Term.  This
Agreement will be effective as of the Effective Date and will remain in effect,
unless terminated under Sections 7.2 or 7.3 below, on a country-by-country basis
until all Valid Claims in all Licensed Patents have expired in a
country.  Licensee shall have no obligation to make Royalty Payments
with respect to the Net Sales of a Licensed Product if all Valid Claims in all
Licensed Patents applicable to the development, manufacture, use, sale or
importation of such Licensed Product have expired in a country in which such
Licensed Product is used, sold or imported.

     

    
      
        
        

      

      
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    7.2           Termination by
Licensor.

     

    7.2.1           Termination for
Cause.  Licensor shall have the right to terminate this
Agreement and the license granted hereunder upon the happening of any of the
following events:

     

    
      	
               
      

            	
              (i)

            	
              Licensee
      fails to pay or cause to be paid any payment which has become due and
      payable to Licensor under this Agreement (other than amounts pursuant to
      Section 3.1.2) within sixty (60) days after the payment date, following
      which Licensor has not paid or caused to be paid such amount within thirty
      (30) days of written notice from Licensor given in respect of such failure
      to so pay; or

            


    

     

    
      	
               
      

            	
              (ii)

            	
              Licensee
      has commenced an action as described in
      Section 7.2.2.

            


    

     

    7.2.2           Termination after
Opposition.  If Licensee or any of its Affiliates or sublicensees files or maintains an opposition
proceeding in the European Patent Office with respect to EP 0994728 in the
European Patent Office (either by itself or through an Affiliate or Third
Party), Licensor may, at its option and in its
sole discretion, terminate this Agreement with respect to the European
Patent Convention countries, by providing written
notice of termination to Licensee.

     

    7.2.3           Termination following
Failure to Exercise Option.   This Agreement shall
automatically terminate upon failure of [***] or an Affiliate to exercise the
Option prior to expiration of the Option Period.

     

    7.3           Termination for
Breach.  Licensor or Licensee may
terminate for material breach of or default under any provision of this
Agreement, other than in the case of a Licensee breach, payment obligation
referred to in Section 7.2.1(i) or any breach of or default under any provision of Section 7.2.2, and the breaching or
defaulting Party has not cured such breach or default within ninety (90) days
after written notice from the non-breaching Party specifying the nature of such
breach or default (if such breach or default is capable of being
cured).

     

    7.4           Insolvency
Event.  If Licensee makes a general assignment for the benefit
of its creditors, or there shall have been appointed a receiver, trustee or
other custodian for Licensee for all or a substantial part of its assets, or any
case or proceeding shall have been commenced or other action taken by or against
Licensee in bankruptcy or seeking the reorganization, liquidation, dissolution
or winding-up of Licensee or any other relief under any bankruptcy, insolvency,
reorganization or other similar act or Law, and any such event shall have
continued for sixty (60) days undismissed, unstayed, unbonded and undischarged,
then Licensor may, upon notice to Licensee, terminate this Agreement, such
termination to be effective upon Licensee’s receipt of such notice.

     

    
      
        
        

      

      
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    7.5           Termination by
Licensee.  Licensee shall have the right to terminate this
Agreement at its sole discretion upon sixty (60) days written notice to Licensor
at any time after the cessation of its and its Affiliates’ activities relating
to the development, manufacture, commercialization, marketing or sale of the
Lead Compound.

     

    7.6           Effect of
Termination.

     

    7.6.1           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, except as provided in Section 3.1.3(c).

     

    7.6.2           Upon
termination of this Agreement for any reason, any sublicense granted hereunder
with respect to which the sublicensee is not then in breach or default shall
continue as a direct license between the sublicensee and the Licensor on the
terms of this Agreement, provided that the sublicensee agrees in writing, within
thirty (30) days after termination of this Agreement, to be bound by the terms
of this Agreement.

     

    7.6.3           The
provisions of Sections 5.2 (Infringement by Third Parties) (but only with
respect to infringement occurring prior to termination), 6.1 (Indemnification),
6.2 (Warranty Disclaimer), and 8 (General) shall survive termination of this
Agreement for any reason.

     

    7.6.4           Licensee
may, after termination of this Agreement, sell all Licensed Products which are
in inventory at the time of termination, and complete and sell Licensed Products
which Licensee can clearly demonstrate were in the process of manufacture at the
time of such termination, provided that Licensee shall pay to Licensor any
Royalty Payments due on the sale of such Licensed Products and shall submit
reports, in accordance with this Agreement.

     

    8.           GENERAL

     

    8.1           Assignment.  This
Agreement shall be binding upon and shall inure to the benefit of each Party and
each Party’s respective transferees, successors and
assigns.   Licensee shall not have the right to assign this
Agreement or its rights or obligations hereunder to any other Person; provided, however, Licensee
may, without such consent, assign this Agreement
in whole or in part to any of its Affiliates, without the prior written
consent of the Licensor; provided, further, Upon prior written notice to
Licensor, Licensee may assign this Agreement and all of its rights and
obligations under this Agreement to such Persons or  Person to which
Licensee transfers or licenses on an exclusive basis in a country all or
substantially all of the assets and other rights and interests of Licensee with
respect to such country, necessary for, involved in or related to the
development, manufacture, marketing, commercialization or importation of the
[***] and any product containing the [***]; provided that the transferee or
licensee of such assets, rights and interests must agree in writing with
Licensor to assume all obligations of Licensee hereunder and to be bound by all
of the terms and conditions of this Agreement.

     

    
      
        
        

      

      
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                EXECUTION
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    8.2           Publicity.  The
Parties agree that except for the press release attached hereto as Schedule 2, neither
Party shall issue any news release or other public announcement relating to this
Agreement, including any of its terms, the names of the Licensee or its
Affiliates, without the prior written approval of the other Party, except as
subject to the requirements of applicable Law (including, without limitation,
requirements promulgated by the U.S. Securities and Exchange Commission (“SEC”)
regarding the disclosure of corporate information in periodic
reports).  The Agreement and its terms, including the name of the
Licensee and its Affiliates, will remain confidential, except as subject to the
requirements of applicable Law (including, without limitation, requirements
promulgated by the SEC regarding the disclosure of corporate information in
periodic reports) and as otherwise disclosed under obligations of strict
confidentiality to potential investors, merger or acquisition candidates, and
advisors, consultants, employees, directors and other representatives of
Licensor or Licensee.  If a Party determines that it is required by
Law to publicly file, register or notify this Agreement or portions thereof
(including the name of the licensee or any of its Affiliates) with a
Governmental Authority, such party shall (i) initially file a redacted copy of
this Agreement (the “Redacted Agreement”)
in the form of Schedule 3 attached
hereto and such corporate information contained in periodic reports pursuant to
the requirements of applicable Law as described in the previous sentence, (ii)
request, and use commercially reasonable efforts to obtain, confidential
treatment of all terms redacted from this Agreement, as reflected in the
Redacted Agreement (including the name of the Licensee and its Affiliates), for
a period of at least ten (10) years, (iii) permit the other party to review and
approve such request for confidential treatment and any subsequent
correspondence with respect thereto at least five (5) Business Days prior to its
submission to such Governmental Authority, (iv) promptly deliver to the other
Party any written correspondence received by it or its representatives from such
Governmental Authority with respect to such confidential treatment request and
promptly advise the other Party of any other communications between it or its
representatives with such Governmental Authority with respect to such
confidential treatment request, (v) upon the written request of the other Party,
request an appropriate extension of the term of the confidential treatment
period, and (vi) if such Governmental Authority requests any changes to the
redactions set forth in the Redacted Agreement or to the disclosure of corporate
information described above, use commercially reasonable efforts to support the
redactions in the Redacted Agreement as originally filed or changes to the
disclosure of corporate information, as the case may be, and shall not agree to
any changes to the Redacted Agreement or to changes to the disclosure of
corporate information, as the case may be, without first discussing such changes
with the other Party and taking the other Party’s comments into consideration
when deciding whether to agree to such changes.  In no event shall
Licensor be deemed to have breached this Section 8.2 as a result of any decision
or directive by the SEC requiring the disclosure of the Agreement or any term
thereof, so long as Licensor shall have satisfied its obligation to use
commercially reasonable efforts to avoid such directive or decision and
otherwise complied with the sentence set forth above.  Each Party
shall be responsible for its own legal and other external costs in connection
with any such filing, registration or notification. Any breach of this Section
8.2 will be considered a material breach, and shall survive termination of this
Agreement.  The parties agree that in the event of a breach of this
Section 8.2, the non-breaching party’s sole remedies, at its option, is to (i)
terminate this Agreement and the licenses granted hereunder pursuant to Section
7.3 hereof, or (ii) recover monetary damages resulting from such a breach,
provided, however, that the maximum amount of damages recoverable by Licensee
shall not in any event exceed the amount of aggregate cash paid to Licensor
pursuant to Section 3.1, regardless of the type of damages awarded, be they
direct, indirect, special, consequential, incidental or exemplary in
nature.

     

    
      
        
        

      

      
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    8.3           Entire
Agreement/Amendments.  This Agreement constitutes the entire
and only agreement between the Parties relating to Licensed Patents, and all
prior negotiations, representations, agreements and understandings are
superseded hereby.  No agreements amending, altering or supplementing
the terms hereof may be made except by means of a written document signed by a
duly authorized representative of each Party.

     

    8.4           Notices.  Any
notice, communication or payment required or permitted to be given or made
hereunder shall be in writing and, except as otherwise expressly provided in
this agreement, shall be deemed given or made and effective (i) when delivered
personally; or (ii) upon confirmation of receipt if delivered by telex or
telecopy (if not a payment); or (iii) when received if sent by overnight
express; or (iv) upon confirmation of receipt if mailed by certified or
registered mail, postage prepaid and return receipt requested, in each case
addressed to Parties at their address stated below, or to such other address as
such Party may designate by written notice in accordance with the provisions of
this Section 8.4.

     

    
      
        	
                LICENSEE:

              	
                [***]

              
	 
      	 
      
	 
      	
                [***]

              
	 
      	 
      
	 
      	
                and

              
	 
      	 
      
	 
      	
                [***]

              
	 
      	 
      
	
                LICENSOR:

              	
                Intellect
      Neurosciences, Inc.

              
	 
      	
                7
      West 18th Street, 9th Floor

              
	 
      	
                New
      York, NY 10011

              
	 
      	
                Attention:
      Chief Executive Officer

              
	 
      	
                Fax
      No.: 212-448-9600

              


      

    

    


    8.5           Governing Law;
Jurisdiction.  This Agreement shall be construed and enforced
in accordance with the domestic substantive laws of The State of New York and
the United States of America without regard to any choice or conflict of laws
rule or principle that would result in the application of the domestic
substantive law of any other jurisdiction other than, in regard to any question
affecting the construction or effect of any patent, the law of the jurisdiction
under which such patent is granted.  This Agreement shall not be
subject to (a) the United Nations Conventions on Contracts for the International
Sale of Goods; (b) the 1974 Convention on the Limitation Period in the
International Sale of Goods (the “1974 Convention”); or (c) the Protocol
amending the 1974 Convention, done at Vienna April 11, 1980.  Any
legal or other action hereunder shall be brought in the State and federal courts
of New York.  The parties consent to the personal jurisdiction and
venue of such courts in the event of such action.

     

    
      
        
        

      

      
        -13-

        
          

        

      

      
        
        

      

    

     

    
       

      
        	CONFIDENTIAL 	
                 EXECUTION
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    8.6           Limitation of
Liability.  IN NO EVENT SHALL LICENSOR OR LICENSEE BE LIABLE
FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES
(INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS OR EXPECTED SAVINGS
OR OTHER ECONOMIC LOSSES, OR FOR INJURY TO PERSONS OR PROPERTY) ARISING OUT OF
OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER, REGARDLESS WHETHER
LICENSOR OR LICENSEE KNOWS OR SHOULD KNOW OF THE POSSIBILITY OF SUCH
DAMAGES.  LICENSOR’S AGGREGATE LIABILITY FOR ALL DAMAGES OF ANY KIND
RELATING TO THIS AGREEMENT OR ITS SUBJECT MATTER SHALL NOT EXCEED THE AMOUNT
PAID BY LICENSEE TO LICENSOR UNDER THIS AGREEMENT, EXCEPT FOR LICENSOR’S GROSS
NEGLIGENCE OR WILFULL MISCONDUCT.  The foregoing exclusions and
limitations shall apply to all claims and actions of any kind, whether based on
contract, tort (including but not limited to negligence), or any other
grounds.

     

    8.7           Headings.  Headings
included herein are for convenience only, and shall not be used to construe this
Agreement.

     

    8.8           Independent
Contractors.  For the purposes of this Agreement and all
services to be provided hereunder, each Party shall be, and shall be deemed to
be, an independent contractor and not an agent, partner, fiduciary, joint
venturer or employee of the other Party.  Neither Party shall have
authority to make any statements, representations or commitments of any kind, or
to take any action which shall be binding on the other Party, except as may be
explicitly provided for herein or authorized in writing.

     

    8.9           Severability.  If
any provision of this Agreement shall be found by a court of competent
jurisdiction to be void, invalid or unenforceable, the same shall either be
reformed to comply with applicable Law or stricken if not so conformable, so as
not to affect the validity or enforceability of this Agreement.

     

    8.10         Force
Majeure.  Neither Party shall be responsible or liable to the
other Party for nonperformance or delay in performance of any terms or
conditions of this Agreement due to acts or occurrences beyond the control of
the nonperforming or delayed Party, including, but not limited to, acts of God,
acts of government, wars, riots, strikes or other labor disputes, shortages of
labor or materials, fires, and floods, provided the nonperforming or delayed
Party provides to the other Party written notice of the existence of and the
reason for such nonperformance or delay.

     

    8.11         No
Waiver.  Failure of either Party to enforce a right under this
Agreement shall not act as a waiver of that right or the ability to later assert
that right relative to the particular situation involved or to terminate this
Agreement arising out of any subsequent default or breach.

     

    8.12         Counterparts.  This
Agreement may be executed in any number of counterparts, each of which shall
constitute an original document, but all of which shall constitute the same
agreement.

     

    [the
remainder of this page is intentionally blank]


    
      
         


      

      
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      	CONFIDENTIAL 	
               EXECUTION
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    IN
WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their
duly authorized representatives as of the date first set forth
above.

     

    
      
        
          
            
              
                
                  
                    	
                            [***]

                          	 
      	 	INTELLECT
      NEUROSCIENCES, INC.
	 
      	 
      	 	 
      	  
      
	
                            By:

                          	
                             

                          	 	   
      	    
       
	

                            Name:

                          	
                             

                          	 	
                            By:

                          	
                              
      

                          
	Title:	
                             

                          	 	

                            Name:

                          	
                             

                          
	 
      	 
      	 	

                            Title:

                          	
                             

                          


                  

                

              

            

          

        

      

    

     

    
      
         


      

      
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      	CONFIDENTIAL 	
               

            


    

     

    Schedule
1

     

    LICENSED
PATENTS

     

    Intellect Neurosciences
Inc.

    


    
      
        	
                Patent
      Report by Invention

              	 
      	 
      	 
      	 
      	 
      	
                Printed:
      8/15/2008

              
	
                COUNTRY

              	
                REFERENCE#

              	
                TYP

              	
                FILED

              	
                SERIAL#

              	
                ISSUED

              	
                PATENT

              	
                STATUS

              


      

    

     

    DNA ENCODING RECOMBINANT ANTIBODY
MOLECULES END-SPECIFIC FOR AMYLOID – B PEPTIDES

    PHARMACEUTICAL COMPOSITIONS THEREOF AND
METHOD OF PREVENTING OR INHIBITING

    PROGRESSION OF ALZHEIMER'S
DISEASE

    


    
      	
              UNITED
      STATES

            	
              0203301-US0

            	
              NEW

            	
              4/9/1997

            	
              60/041,850

            	 
      	 
      	
              EXPIRED

            
	
              AUSTRALIA

            	
              2203301-AU0

            	
              DCA

            	
              4/9/1998

            	
              71034/98

            	
              5/23/2002

            	
              743827

            	
              ISSUED

            
	
              CANADA

            	
              2203301-CA0

            	
              DCA

            	
              4/9/1998

            	
              2,286,305

            	 
      	 
      	
              PENDING

            
	
              CHINA

            	
              2203301-CN0

            	
              DCA

            	
              4/9/1998

            	
              98803546.4

            	
              12/1/2004

            	
              98803546.4

            	
              ISSUED

            
	
              EUROPEAN
      PATENT

            	
              2203301-EP0

            	
              DCA

            	
              4/9/1998

            	
              98918035.1

            	
              7/30/2008

            	
              0994728

            	
              ISSUED

            
	
              EUROPEAN
      PATENT

            	
              2203301-EP1

            	
              DIV

            	
              4/9/1998

            	
              08011798.9

            	 
      	 
      	
              PENDING

            
	
              ISRAEL

            	
              2203301-IL0

            	
              DCA

            	
              4/9/1998

            	
              132262

            	 
      	 
      	
              PENDING

            
	
              JAPAN

            	
              2203301-JP0

            	
              DCA

            	
              4/9/1998

            	
              10-543043

            	
              6/16/2006

            	
              3816111

            	
              ISSUED

            
	
              JAPAN

            	
              2203301-JP1

            	
              DIV

            	
              4/9/1998

            	
              2005-210196

            	 
      	 
      	
              PENDING

            
	
              NEW
      ZEALAND

            	
              2203301-NZ0

            	
              DCA

            	
              4/9/1998

            	
              337765

            	
              1/10/2002

            	
              337765

            	
              ISSUED

            
	
              WIPO

            	
              2203301-WO0

            	
              CEQ

            	
              4/9/1998

            	
              PCT/US98/06900

            	 
      	 
      	
              NAT
      PHASE

            
	
              UNITED
      STATES

            	
              1203301-US1

            	
              DCA

            	
              10/12/1999

            	
              09/402,820

            	 
      	 
      	
              PENDING

            
	
              UNITED
      STATES

            	
              1203301-US2

            	
              DIV

            	
              10/15/2001

            	
              09/975,932

            	 
      	 
      	
              ABANDONED

            
	
              UNITED
      STATES

            	
              1203301-US3

            	
              CIP

            	
              2/28/2002

            	
              10/084,380

            	 
      	 
      	
              PUBLISHED

            
	
              AUSTRALIA

            	
              2203301-AU3

            	
              DCA

            	
              10/21/2002

            	
              2002367734

            	 
      	 
      	
              PENDING

            
	
              CHINA

            	
              2203301-CN3

            	
              DCA

            	
              10/21/2002

            	
              02828857.2

            	 
      	 
      	
              PUBLISHED

            
	
              EUROPEAN
      PATENT

            	
              2203301-EP3

            	
              DCA

            	
              10/21/2002

            	
              02807019.1

            	 
      	 
      	
              ABANDONED

            
	
              JAPAN

            	
              2203301-JP3

            	
              DCA

            	
              10/21/2002

            	
              2003-572597

            	 
      	 
      	
              PENDING

            
	
              WIPO

            	
              2203301-WO3

            	
              CEQ

            	
              10/21/2002

            	
              PCT/US02/31590

            	 
      	 
      	
              NAT
      PHASE

            
	
              SOUTH
      AFRICA

            	
              2203301-ZA3

            	
              DCA

            	
              10/21/2002

            	
              2004/9186

            	
              10/26/2005

            	
              2004/9186

            	
              ISSUED

            
	
              HONG
      KONG

            	
              2203301-HK3

            	
              CEQ

            	
              1/27/2006

            	
              06101278.5

            	 
      	 
      	
              PUBLISHED

            
	
              UNITED
      STATES

            	
              1203301-US4

            	
              DIV

            	
              5/8/2007

            	
              11/745,759

            	 
      	 
      	
              PENDING

            


    

     

    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

     

    
      	CONFIDENTIAL 	
               

            


    

     

    Schedule
2

    


    Intellect
Neurosciences, Inc. Grants to Top Tier Global Pharmaceutical Company an Option
to License Certain Alzheimer’s Patents and Patent Applications

    


    Agreement
Follows Recent Grant by Intellect of License to Wyeth (NYSE:WYE) and Elan Pharma
International Ltd.

    


    New York,
NY, October , 2008,/PRNewswire/ - Intellect Neurosciences, Inc.
(OTCC:ILNS), a biopharmaceutical company focused on development of
disease-modifying therapeutic agents for the treatment and prevention of
Alzheimer’s disease (AD), announced today that it has entered into an Option
Agreement with a top-tier global pharmaceutical company regarding the right to
purchase a license to  certain of Intellect’s patents and patent
applications related to antibodies and methods of treatment for Alzheimer’s
disease.

    


    Intellect
is entitled to an option fee upon execution of the Option Agreement. In
addition, Intellect will be entitled to fees, and may be entitled to milestone
payments and royalties from potential future drug sales upon exercise of the
Option by the licensee. Recently, Intellect received its first milestone payment
under its license agreement with Wyeth and Elan related to this patent family
and may be entitled to additional payments from Wyeth and Elan in the
future.

    


    Dr.
Daniel Chain, Intellect’s Chairman and CEO and inventor of the licensed patents
and patent applications, commented:  “We are pleased to enter into
this second agreement with a top-tier global pharmaceutical company for our
patent estate relating to the use of antibodies to combat Alzheimer’s
disease.  Alzheimer’s patients need strong and capable partners in
their fight to overcome this devastating disease. We believe that several
therapeutic agents may be necessary to fully treat the AD population and that
our licensing efforts, together with our internal program development, will
increase the likelihood of developing safe and effective therapies, as well as
provide us with financial rewards.”

    


    About
Intellect’s Immunotherapy Platforms for Alzheimer’s disease

    


    Intellect’s
immunotherapy platforms aim to prevent the accumulation of aggregated beta
amyloid protein fragments in the brain that are thought to be the root cause of
Alzheimer’s disease. In healthy people, beta amyloid does not aggregate but in
Alzheimer’s patients it clumps first to form long fibrils, like tentacles, that
eventually deposit on the surface of nerve cells as a spaghetti-like protein
mass called amyloid plaques. The beta amyloid fragments are generated as a
product of metabolism from the much larger Amyloid Precursor Protein which is
present in most tissues in the body and implicated in numerous important
physiological functions. Intellect’s immunotherapy approach for Alzheimer’s
disease involves making an antibody molecule available to bind to the
beta-amyloid toxin, thus promoting its clearance away from sites of damage the
brain. This therapeutic outcome can be potentially achieved either by
administering an externally generated monoclonal antibody (passive immunization)
or by provoking the patient’s immune system to generate such an antibody (active
immunization). Both approaches have the potential to slow or arrest disease
progression provided that key safety issues are addressed. Of particular
importance is the need to avoid interfering with the physiological roles of the
Amyloid Precursor Protein.  Intellect’s has incorporated proprietary
safety features into its ANTISENILIN® monoclonal antibody and RECALL-VAXTM
technology platforms for both passive and active immunization, respectively to
minimize the potential for adverse side-effects by generating antibodies that
bind only the toxic beta amyloid and not the Amyloid Precursor Protein. These
features and supporting patent position provides the Company with a strong
competitive advantage in this field.


    
      
         


      

      
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      	CONFIDENTIAL 	
               

            


    

     

    About
Alzheimer’s disease

    


    Alzheimer’s
disease, the most common form of dementia, is characterized by progressive loss
of memory and cognition, ultimately leading to complete debilitation and death.
A hallmark feature of Alzheimer’s pathology is the presence of insoluble protein
deposits known as beta-amyloid on the surface of nerve cells, which results from
the accumulation of soluble beta-amyloid in the brain. The effects of the
disease are devastating to the patients as well as the caregivers, with
significant associated health care costs. It is estimated that there are more
than 5 million Americans and about 30 million people suffering from Alzheimer’s
disease world wide with the number expected to increases dramatically as the
global population ages. Currently marketed drugs transiently affect some of the
symptoms of the disease, but there are no drugs on the market today that slow or
arrest the progression of the disease. These symptomatic drugs are projected to
generate more than $6 billion in sales by 2010, indicating both the size of the
market and the demand for effective treatment beyond symptomatic
improvements.

    


    About
Intellect Neurosciences, Inc.

    


    Intellect
Neurosciences, Inc. is a biopharmaceutical company engaged in the discovery and
development of disease-modifying therapeutic agents for the treatment and
prevention of Alzheimer’s disease and other disorders. The company has a broad
proprietary immunotherapy platform for both passive and active immunization
against Alzheimer’s disease. Also, Intellect has completed Phase I clinical
trials for OXIGONTM, which has potential to treat Alzheimer’s disease and other
serious disorders.

    


    For
additional information, please visit http://www.intellectns.com, or
contact:

    


    Elliot
Maza, JD, CPA

    President
& Chief Financial Officer

    Intellect
Neurosciences, Inc.

    7 West
18th Street, 9th Floor New York, NY 10011,

    USA Tel:
212-448-9300


    
      
         


      

      
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        	CONFIDENTIAL 	
                 

              


      



    Safe
Harbor Statement Regarding Forward-Looking Statements

    


    The
statements in this release and oral statements made by representatives of
Intellect relating to matters that are not historical facts (including without
limitation those regarding future performance or financial results, the timing
or potential outcomes of research collaborations or clinical trials, any market
that might develop for any of Intellect’s product candidates and the sufficiency
of Intellect’s cash and other capital resources) are forward-looking statements
that involve risks and uncertainties, including, but not limited to, the
likelihood that actual performance or results could materially differ, that
future research will prove successful, the likelihood that any product in the
research pipeline will receive regulatory approval in the United States or
abroad, or Intellect's ability to fund such efforts with or without partners.
Intellect undertakes no obligation to update any of these statements. Readers
are cautioned not to place undue reliance on these forward-looking statements,
which speak only as to the date hereof. Accordingly any forward-looking
statements should be read in conjunction with the additional risks and
uncertainties detailed in Intellect's filings with the Securities and Exchange
Commission, including those factors discussed under the caption "Risk Factors"
in Intellect's Annual Report on Form 10-KSBA (file no. 1-10615) filed on October
19, 2007,and our Quarterly Report on Form 10-QSB for the quarter ended September
30, 2007, filed on December 10, 2007 (file no. 1-10615), and for the quarter
ended December 31, 2007, filed on February 19, 2007.


    
      
         


      

      
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    CONFIDENTIAL

    


    Schedule
3

     

    OPTION
& LICENSE AGREEMENT

    


    by
and between

    


    INTELLECT
NEUROSCIENCES, INC.

     

    and

    


    [***]

    


    dated
as of

    


    October
3, 2008


    
      
         


      

      
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    CONFIDENTIAL

     

    OPTION & LICENSE
AGREEMENT

    


    THIS AGREEMENT is made as of October 3,
2008 (the “Effective Date”) by and between INTELLECT NEUROSCIENCES, INC. having
a place of business at 7 West 18th St. 9th Fl. New York 10011 (“Intellect”, and
following exercise of the Option (as defined below), “Licensor”), and [***],
having a place of business at [***]
(“[***]”,
and following exercise of the Option, “Licensee”).

    


    Intellect
is the owner of the Licensed Patents, as defined below.

     

    [***]
wishes to purchase an option to obtain a license under the Licensed Patents, to
practice the technology included or claimed in the Licensed Patents and to make,
have made, use, sell, offer to sell and import Licensed Products, as defined
below.

     

    Intellect
is willing to grant such an option, and following exercise of the option, a
license to [***]
on the terms and conditions of this Agreement.

     

    Intellect
and [***]
have therefore agreed as follows:

     

    2.           DEFINITIONS

     

    The
following terms shall have the meanings indicated in this
Agreement:

     

    2.1.           “Agreement” means this
Agreement, including all schedules hereto.

     

    2.2.           “Affiliate” means any
Person controlled by, controlling, or under common control with either Licensee
or Licensor.  For this purpose, “control” means direct or indirect
beneficial ownership of at least fifty percent (50%) interest in the voting
stock (or the equivalent) of such Person or having the right to direct, appoint
or remove a majority or more of the members of its board of directors (or their
equivalent), or having the power to control the general management of such
Person, by contract, law or otherwise.

     

    2.3.          
“Control” or
“Controlled”
shall mean with respect to intellectual property, the right to grant a license
or sublicense with respect thereto, whether by ownership, license or
otherwise.

     

    2.4.          
“Effective
Date” has the meaning given to it in the Preamble.

     

    2.5.           “Exercise Fee: is
defined in Section 3.1.2.

     

    2.6.           “Field” shall mean the
treatment, prevention and/or control of all diseases and/or conditions in
humans, including but not limited to Alzheimer’s Disease and Mild Cognitive
Impairment.

     

    2.7.           “Governmental
Authority” means any court, agency, department, authority or other
instrumentality of any national, state, county, city or other political
subdivision.


    
      
         


      

      
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    CONFIDENTIAL

     

    2.8.          
"Law" or “Laws” means all laws,
statutes, rules, regulations, orders, judgments and/or ordinances of any
Governmental Authority.

     

    2.9.           “Lead Compound” means
Licensee’s antibody directed toward Amyloid Beta, commonly referred to within
Licensee as [***].

     

    2.10.         “Licensed Patents”
means any U.S. and ex-U.S. patents and patent applications listed on Schedule 1 having
claims that encompass [***]
Compounds, and any divisional, continuation or continuation-in-part thereof or
substitute therefor, any foreign patent applications corresponding to any such
patent applications, and any U.S. or foreign patent or the equivalent thereof
issuing therefrom, and any reissue,
re-examination, renewal, supplementary protection certificate or extension
thereof, all to the extent within the Control of Licensor as of the Effective
Date.

     

    2.11.         “Licensed Product”
means any product in any dosage form containing the [***]
Compound, the development, manufacture, use, sale or importation of which
product would, absent the license granted by Licensor to Licensee herein,
infringe any Valid Claim in any Licensed Patent.

     

    2.12.         “Net Sales” means with
respect to Licensed Products, the gross amount invoiced by Licensee, its
Affiliates and its sublicensees of such Licensed Products to Third Parties, less
(a) bad debts related to such Licensed Products and (b) sales returns and
allowances actually paid, granted or accrued, including, trade, quantity and
cash discounts and any other adjustments, including, those granted on account of
price adjustments, billing errors, rejected goods, damaged or defective goods,
recalls, returns, rebates, chargeback rebates, reimbursements or similar
payments granted or given to wholesalers or other distributors, buying groups,
health care insurance carriers or other institutions, adjustments arising from
consumer discount programs or other similar programs, customs or excise duties,
sales tax, consumption tax, value added tax, and other taxes (except income
taxes) or duties relating to sales, any payment in respect of sales to the
United States government, any state government or any foreign government, or to
any other Governmental Authority, or with respect to any government-subsidized
program or managed care organization, and freight and insurance (to the extent
that Licensee bears the cost of freight and insurance for a Licensed
Product).  Net Sales shall be determined from books and records
maintained in accordance with generally acceptable accounting principles in the
United States, as consistently applied by Licensee with respect to sales of all
its pharmaceutical products.

     

    2.13.         “Party” means each
party to this Agreement and their respective successors and permitted
assigns.

     

    2.14.         “Person” means any
natural person or legal entity.

     

    2.15.         “[***] Compound” means any
antibody owned or licensed by Licensee or an Affiliate directed towards Amyloid
Beta, including the Lead Compound.

     

    2.16.         “[***]

     

    2.17.         “Royalty Payments” is
defined in Section 3.1.4.


    
      
         


      

      
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    CONFIDENTIAL

     

    2.18.         “Territory” means
worldwide.

     

    2.19.         ”Third Party” means
any Person or entity other than Licensee, Licensor or any of their respective
Affiliates.

     

    2.20.         “Valid Claim” means
any claim of any issued and unexpired patent that has not been rejected,
revoked, or held unenforceable or invalid by a decision of a court or other
government agency of competent jurisdiction which decision is unappealable or
unappealed within the time allowed for appeal, or that has not been dedicated to
the public, disclaimed, withdrawn, abandoned or admitted by Licensor to be
invalid or unenforceable through reissue, disclaimer or otherwise.

     

    2.           OPTION AND
LICENSE.

     

    2.1           Option.  Intelllect
hereby grants to [***]
and its Affiliates an irrevocable option (the “Option”), to be
exercised at [***]’s
sole unfettered discretion, to acquire the license described in Section 2.2
below.  The Option may be exercised any time from the Effective Date
until March 31, 2009 (the “Option
Period”).  [***]
(or an Affiliate of [***])
shall notify Intellect whether or not it wishes to exercise the Option as
promptly as practicable after [***]
has made its decision whether to exercise or not to exercise the Option, but in
no event no later than the last day of the Option Period.

    


    2.2           Grant of
License.  Subject to the terms of this Agreement, if [***]
exercises the Option pursuant to Section 2.1, Intellect hereby grants to [***]
and its Affiliates, commencing immediately upon exercise of the Option and for
the term of this Agreement, a non-exclusive, royalty bearing license under the
Licensed Patents, with the right to grant sublicenses, to develop, have
developed, make, have made, use, offer to sell, sell, import and have imported
Licensed Products in the Territory in the Field.  Upon exercise of the
Option, Intellect will be referred to as “Licensor” and [***]
will be referred to as “Licensee”, provided, that use of such names in
describing the parties is for ease of reference only, and will not have any
legal effect.

     

    2.3           Compliance and
Approvals.   Licensee shall comply with all applicable
Laws.  Licensee shall be responsible for obtaining all regulatory
approvals required for the manufacture and sale of Licensed
Products.

     

    2.3           Authority.  Licensee
has sole authority in all matters related to the research, development,
manufacture and commercialization of the Licensed Products, whether conducted
using its own or its Affiliates’ resources or through one or more Third Parties
of its choosing.

     

    3.           PAYMENTS

     

    3.1           Payments.  [***]
shall make the following payments to Intellect:

     

     3.1.1         Upfront
Payment.  Within ten (10) business days after execution of this
Agreement, [***]
shall pay Intellect a non-refundable fee of [***]
for the Option, of which [***]
is creditable against the Exercise Fee.


    
      
         


      

      
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    CONFIDENTIAL

     

     3.1.3         Exercise
Fee.  Within ten (10) business days following exercise of the
Option, Licensee will pay a [***]
exercise fee (the “Exercise Fee”), such Exercise Fee to be reduced by
[***]
as a credit in respect of the upfront payment made pursuant to Section
3.1.1 above.

    


     3.1.3         Milestone
Payments.  Licensee shall pay to Licensor the following
non-refundable milestone payments, to be paid only once, at the time when a
Licensed Patent or Licensed Product reaches, as the case may be, a milestone
described below:

     

    
      	
               
      

            	
              d.

            	
              Upon
      the later of (1) exercise of the Option, and (2) grant in the United
      States of a Licensed Patent with at least one Valid Claim that covers a
      Licensed Product in the Territory in the Field, [***].

            


    

    


    
      	
               
      

            	
              e.

            	
              After
      Licensee reaches aggregate annual Net Sales in excess of [***]
      for any Licensed Product in countries in which there are then existing one
      or more Valid Claims covering the Licensed Product (“Covered Countries”),
      Licensee would pay Licensor [***].  Such
      payment is payable one time only, regardless of the number of Licensed
      Products that reach such annual Net Sales in such Covered Countries and
      the number of times such milestone is
reached.

            


    

    


    
      	
               
      

            	
              f.

            	
              For
      the avoidance of doubt:  (i) each milestone payment shall be
      payable only on the first occurrence of the corresponding event milestone;
      and (ii) none of the event milestone payments shall be payable more than
      once.  In the event that a Party has given the other Party any
      notice of termination of this Agreement under Article 7, no further
      payments under Section 3.1.3(a) shall become due following the date of
      such notice, but all payments due with respect to milestones achieved
      prior to such date shall remain payable in accordance with their
      terms.

            


    

    


    Each such
milestone payment shall be due upon the achievement of such milestone and
payable to Licensor within thirty (30) business days after the date such
milestone is achieved (whether achieved by or on behalf of Licensee or any of
its Affiliates or sublicensees).

     

     3.1.4         Royalties.  In
addition to the payments provided in Sections 3.1.1, 3.1.2 and Section 3.1.3, in
consideration of the rights granted hereunder, and subject to the terms and
conditions of this Agreement, Licensee shall pay or cause to be paid to Licensor
a royalty on all Net Sales of all Licensed Products by Licensee or any of its
Affiliates or permitted sublicensees (“Royalty Payments”) in
an amount equal to:

     

    
      
        	
              	
                a.

              	
                [***]
      of Net Sales for the portion of aggregate Net Sales of such
      Licensed Products in a calendar year in the Territory below or equal to
      [***];
      plus

              


      

    

     

    
      	
               
      

            	
              e.

            	
              [***]
      of Net Sales for the portion of aggregate Net Sales of
      such Licensed Products in a calendar year in the Territory greater than
      [***]
      and less than or equal to [***];
      plus

            


    


    
      
         


      

      
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    CONFIDENTIAL

     

    
      	
               
      

            	
              f.

            	
              [***]
      Net Sales for the portion of aggregate Net Sales of
      such Licensed Products in a calendar year in the Territory greater than
      [***]
      and less than or equal to [***];
      plus

            


    

     

    
      	
               
      

            	
              g.

            	
              [***]
      of Net Sales for the portion of aggregate Net Sales of such Licensed
      Products in a calendar year in the Territory in excess of [***].

            


    

     

    Royalty
Payments shall be made in accordance with Sections 4, for the period commencing
upon launch of a Licensed Product in a country (or upon issuance of a Valid
Claim, whichever is later) and ending upon the date on which such Licensed
Product is no longer covered by a Valid Claim in such country.

     

    3.1.5.        Most Favored
Nation.  In the event that Licensor grants or has granted to
any Third Party a license under the Licensed Patents, which license requires
such Third Party to pay less than any of the payments and/or royalties set forth
in this Agreement, such lesser payments and royalties shall be substituted for
the payments and royalties payable by Licensee under this Agreement, and any
amounts paid by Licensee prior to the issuance of such Third Party license in
excess of such lesser payments and royalties shall be credited against future
payments and/or royalties payable by Licensee to Licensor under the
Agreement.

     

    3.1.6.        Third Party Royalty
Obligations.  If Licensee, its Affiliate or permitted
sublicensee determines in its reasonable discretion that it is necessary to
obtain intellectual property rights from a Third Party (or has obtained such a
license) in order to make, use, sell, offer for sale, supply, cause to be
supplied, or import a Licensed Product in a country in the Territory to pay a
royalty to a Third Party based on the sale of a Licensed Product in a country in
the Territory (including in connection with the settlement of a patent
infringement claim or as a result of Licensee being subject to a final court or
other binding order or ruling requiring such payments, to a Third Party patent
holder in respect of sales of any Licensed Product in a country in the
Territory), then (a) Licensee, its Affiliate or sublicensee may negotiate and
procure any such licensing agreements (but will not be under an obligation to
Licensor to do so), and (b) the amount of Licensee’s royalty payments under
Section 3.1.4 with respect to Net Sales for such Licensed Product in such
country shall be reduced by [***]
of the amount of such royalties payable by Licensee to such Third Party;
provided, however, that in no event will a deduction, or deductions, under this
Section 3.1.5, in the aggregate, reduce any  Royalty Payment made by
Licensee in respect of Net Sales of such Licensed Product pursuant to Section
3.1.4 by more than [***];
and provided further, that no deduction or deductions will be permitted in
respect of formulation claims of such Third Party patent holders.

     


    
      
         


      

      
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    CONFIDENTIAL

     

    3.1.7         Payment of Fees Following
Opposition.  In the event Licensee, its Affiliates or
sublicensees files or maintains the opposition proceeding described in Section
7.2.2, following which event (i) Licensor elects not to terminate this Agreement
within thirty (30) days of such filing, and (ii) any of the claims opposed in
such opposition proceeding that Licensee would infringe in the absence of this
Agreement is upheld by the EPO, Licensee shall pay Licensor its reasonable legal
fees in connection with such opposition proceeding; provided, however, if
Licensee, an Affiliate or sublicensee only becomes a party to the opposition
proceeding after a Third Party initiates such proceeding, Licensee would only be
liable for a portion of such legal fees, determined by dividing such fees by the
number of persons that became a party to such opposition.

     

    3.2           Records.  During
the term of this Agreement and for two (2) years thereafter, Licensee shall (and
shall cause its Affiliates, distributors and permitted sublicensees to) keep
complete and accurate records of sales of Licensed Products and such other
matters as may affect the determination of any amount payable to Licensor
hereunder in sufficient detail to enable certified public accountants engaged by
Licensor to determine any amounts payable to Licensor under this
Agreement.  Licensee shall (and shall cause its Affiliates,
distributors and permitted sublicensees to) permit an independent certified
public accountants engaged by Licensor, at Licensor’s expense (except as
provided below), and reasonably acceptable to Licensee to examine not more than
once in any twelve-month period per Person its books, ledgers, and records
during regular business hours for the purpose of and to the extent necessary to
verify any report required under this Agreement or the accuracy of any amount
payable hereunder.  In addition, Licensee shall (and shall cause its
Affiliates, distributors and permitted sublicensees to) permit Licensor or its
representatives to examine periodically any documents relating to its
sublicensing of the Licensed Patents during regular business
hours.  Licensee may require such accountants to enter into a
reasonably acceptable confidentiality agreement, and in no event shall such
accountants disclose to Licensor any information, other than such as relates to
the accuracy of the corresponding royalty reports pursuant to Section
4.2.  The opinion of said independent accountants regarding such
reports and related payments shall be binding on the parties, other than in the
case of manifest error.  Should any examination conducted by Licensor
or its representatives pursuant to the provisions of this paragraph result in an
increase of more than  5% of any payment due Licensor hereunder,
Licensee, in addition to any amounts that may be due Licensor, shall be
obligated to reimburse any out of pocket expenses incurred by Licensor with
respect to such examination within thirty (30) days after receipt of an invoice
therefor from Licensor.  Any overpayment of royalties by Licensee
revealed by an examination shall be fully-creditable against future royalty
payments under Section 3.1.4.

     

    4.           Payments.

     

    4.1           Inter-Company
Sales.  Sales between or among Licensee, its Affiliates or
sublicensees shall not be subject to royalties under Section 3, unless Licensee,
or such Affiliate or sublicensee is the end-user of the Licensed
Product.  Licensee shall be responsible for the payment of royalties
on Net Sales by its Affiliates or sublicensees to Third Parties.

     

    4.2           Royalty Reporting.
Licensee shall make royalty payments to Licensor with respect to each [***]
within sixty (60) days after the end of such [***],
and each payment shall be accompanied by a report identifying the Licensed
Product, each applicable country, Net Sales for each such country, and the
amount payable to Licensor, as well as the computation thereof.  Said
reports shall be kept confidential by Licensor and not disclosed to any other
party, other than Licensor’s accountants which shall be obligated to keep such
information confidential, and such information and reports shall only be used
for purposes of this Agreement.


    
      
         


      

      
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    CONFIDENTIAL

     

    4.3           Fund
Transfers.  Each payment hereunder shall be made by electronic
transfer in immediately available funds via either a bank wire transfer, an ACH
(automated clearing house) mechanism, or any other means of electronic funds
transfer, at Licensee’s election, to Licensor’s account at [***],
or to such other bank account as Licensor shall designate in a notice at least
five (5) Business Days before the payment is due.  All payments under
this Agreement shall bear interest from the fifteenth (15th) day
after the date due until paid at a rate equal to the thirty (30)-day United
States dollar LIBOR rate in effect on the date that payment was due, as
published by The Financial
Times.  All payments made under this Agreement shall be
non-refundable.

     

    4.4           Taxes.

     

    4.4.1        VAT.  It is
understood and agreed between the parties that any payments made by Licensee
under this Agreement are inclusive of any value added or similar tax imposed
upon such payments.

     

    4.4.2        Withholding Tax
Matters. In addition, in the event any of the payments made by Licensee
pursuant to Section 3 become subject to withholding taxes under the Laws of any
jurisdiction, Licensee shall deduct and withhold the amount of such taxes for
the account of Licensor to the extent required by Law, such payment to Licensee
shall be reduced by the amount of taxes deducted and withheld, and Licensee
shall pay the amount of such taxes to the proper Governmental Authority in a
timely manner and promptly transmit to Licensor an official tax certificate or
other evidence of such tax obligations, together with proof of payment from the
relevant Governmental Authority of all amounts deducted and withheld sufficient
to enable Licensor to claim such payment of taxes. Any such withholding taxes
required under applicable Law to be paid or withheld shall be an expense of, and
borne solely by, Licensor.  Licensee will provide Licensor with
reasonable assistance, at Licensee’s expense, to enable Licensee to recover such
taxes as permitted by Law.

     

    5.           PROTECTION OF INTELLECTUAL
PROPERTY RIGHTS

     

    5.1           Patent Prosecution/Patent
Costs.  Licensor shall be responsible for the prosecution,
maintenance, renewal, extension and defense of all Licensed Patents in its sole
discretion and at its expense.

     

    5.2           Patent
Enforcement.  In the event a Party becomes aware of any
possible or actual Third Party infringement of the Licensed Patents, that Party
shall promptly notify the other Party and provide it with full
details.


    
      
         


      

      
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    CONFIDENTIAL

     

    
      
        	
              	
                (b)

              	
                With
      respect to any Licensed Product made, used, sold, imported or exported by
      a Third Party which Licensee reasonably believe infringes a claim of one
      or more Licensed Patents, at the written request of Licensee provided in
      Licensee’s sole discretion (“Written Request”), Licensor shall, at
      Licensee's expense, commence suit or other proceedings and/or file any
      claims appropriate to abate such infringement (“Enforcement”), engaging
      legal counsel mutually acceptable to all Parties.  Licensee, at
      its sole election, shall have the right, but not the obligation, to be
      joined as party plaintiffs in any such Enforcement to the full extent
      permitted by law in the relevant jurisdiction.  In resolving any
      Enforcement (or related settlement) initiated by Licensor as described
      above, Licensor and Licensee shall first be reimbursed for all costs
      associated with the Enforcement or its settlement, including, without
      limitation, attorney fees, after which Licensee shall be paid[***]
      and Licensor shall be paid [***]
      of any funds remaining from the sums recovered in the Enforcement
      or its settlement.  In the event Licensor has not commenced
      Enforcement (through mutually agreed upon counsel) within thirty (30) days
      after receiving such Written Request from Licensee, then Licensee shall
      have the right, but not the obligation, to initiate Enforcement at their
      own expense and to join Licensor as a party plaintiff in any such suit or
      proceeding, if required by law in the relevant jurisdiction and at no cost
      or expense to Licensor.  In resolving any such Enforcement
      initiated by Licensee, Licensee shall be entitled to receive and retain
      any and all sums recovered in the Enforcement or its
      settlement.  Licensor shall control any Enforcement action but
      shall consult with Licensee regarding Enforcement strategy and
      tactics.

              


      

    

     

    
      	
               
      

            	
              (c)

            	
              With
      respect to any infringing activity set forth in clause (b) above, and any
      other infringement of Licensed Patents by a Third Party, if Licensor fails
      to commence any suit or proceeding or otherwise abate such infringement
      within one hundred and twenty (120) days of the date that Licensor first
      becomes aware of such infringement, all royalties and other payments
      payable by Licensees hereunder shall automatically be reduced by fifty
      percent (50%) (“Infringement Abatement”).  For the avoidance of
      doubt, any such Infringement Abatement shall be calculated independently
      of, and applied in addition to, any abatement for Third Party Royalties
      pursuant to Section 3.1.6.

            


    

     

    
      	
               
      

            	
              (d)

            	
              For
      the sake of clarity, it shall not be an act of infringement of Licensed
      Patents for Licensor or any licensee, sublicensee, assignee, transferee or
      designee of Licensor to research, develop, use, have used, make, have
      made, offer for sale, sell, have sold, import or export any products
      Controlled by Licensor.

            


    

     

    
      	
               
      

            	
              (e)

            	
              Anything
      to the contrary herein notwithstanding, Licensor shall not be obligated to
      initiate or undertake Enforcement (or to join in any action with Licensee
      pursuant to Section 5.1(b)) against any product or third party against
      which Licensor (either alone or together with another party that is a
      licensee under the Licensed Patents) has previously initiated or
      undertaken Enforcement, or other action intended to abate any infringement
      of Licensed Patents, by such product or third party prior to receipt of a
      Written Request from Licensee (“Prior Enforcement”).  In the
      event that Licensor has initiated Prior Enforcement, the provisions of
      Section 5.1(c) shall not apply and there shall be no reduction of the
      royalties due to Licensor under Section 5.1(c) in respect of such Prior
      Enforcement.

            


    


    
      
         


      

      
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    CONFIDENTIAL

     

    6.           INDEMNIFICATION;
ETC.

     

    6.1           Indemnification.

     

    6.1.1          Licensee
shall indemnify, defend and hold harmless Licensor, its Affiliates, and their
respective directors, partners, officers, managers, employees and agents and
their respective successors, heirs and assigns (each an “Indemnitee”), against
any liability, damage, deficiency, loss, obligation or expense of any kind
(including reasonable attorneys’ fees and expenses of litigation) incurred by or
imposed upon any Indemnitee as a result of or relating to (a) any death,
illness, personal injury, property damage, improper business practices or other
loss, casualty or harm arising out of the development, manufacture, sale, use or
other disposition of any Licensed Product (whether based on negligence or other
tort, warranty, strict liability, or any other theory) or (b) any breach of this
Agreement by Licensee, its Affiliates or any of its permitted
sublicensees.

     

    6.1.2          This
Section 6.1 shall survive expiration or termination of this
Agreement.

     

    6.2           Warranty
Disclaimer.  EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT,
LICENSOR MAKES NO EXPRESS OR IMPLIED WARRANTY INCLUDING, WITHOUT LIMITATION, ANY
IMPLIED WARRANTY OF MERCHANTABILITY OR ANY IMPLIED WARRANTY OF FITNESS FOR A
PARTICULAR PURPOSE WITH RESPECT TO ANY OF THE LICENSED PATENTS OR ANY LICENSED
PRODUCTS OR OTHERWISE AND HEREBY DISCLAIMS THE SAME.  EXCEPT AS
PROVIDED BELOW, LICENSOR MAKES NO EXPRESS OR IMPLIED WARRANTY THAT THE
MANUFACTURE, USE OR SALE OF ANY LICENSED PRODUCT WILL NOT INFRINGE ANY PATENT OR
OTHER RIGHT OF ANY PARTY OR THIRD PERSON AND HEREBY DISCLAIMS THE
SAME.

     

    6.3           Representations and
Warranties of Licensor.  Licensor hereby represents, warrants
and covenants to Licensee that Licensor has the full right and authority to
execute and perform this Agreement and the execution and performance of this
agreement by Licensor will not conflict with, cause a default under or violate
any existing contractual obligation that may be owed by Licensor to any Third
Party.  Licensor hereby represents, warrants and covenants that it has
the right to grant licenses described in Section 2.1 to all of the patents and
patent applications listed in Schedule 1 without violating or breaching any
obligations to Third Parties.

     

    6.4           
Representations and
Warranties of Licensee.  Licensee hereby represents, warrants
and covenants to Licensor that Licensee has the full right and authority to
execute and perform this Agreement and the execution and performance of this
agreement by Licensee will not conflict with, cause a default under or violate
any existing contractual obligation that may be owed by Licensee to any Third
Party.  Licensee is a wholly-owned subsidiary of [***].

     

    7.           TERM AND
TERMINATION

     

    7.1           Term.  This
Agreement will be effective as of the Effective Date and will remain in effect,
unless terminated under Sections 7.2 or 7.3 below, on a country-by-country basis
until all Valid Claims in all Licensed Patents have expired in a
country.  Licensee shall have no obligation to make Royalty Payments
with respect to the Net Sales of a Licensed Product if all Valid Claims in all
Licensed Patents applicable to the development, manufacture, use, sale or
importation of such Licensed Product have expired in a country in which such
Licensed Product is used, sold or imported.


    
      
         


      

      
        -9-

        
          

        

      

      
         


      

    

     

    CONFIDENTIAL

     

    7.2           Termination by
Licensor.

     

    7.2.1  
      Termination for
Cause.  Licensor shall have the right to terminate this
Agreement and the license granted hereunder upon the happening of any of the
following events:

     

    
      	
               
      

            	
              (i)

            	
              Licensee
      fails to pay or cause to be paid any payment which has become due and
      payable to Licensor under this Agreement (other than amounts pursuant to
      Section 3.1.2) within sixty (60) days after the payment date, following
      which Licensor has not paid or caused to be paid such amount within thirty
      (30) days of written notice from Licensor given in respect of such failure
      to so pay; or

            


    

     

    
      	
               
      

            	
              (ii)

            	
              Licensee
      has commenced an action as described in
      Section 7.2.2.

            


    

     

    7.3.2         Termination after
Opposition.  If Licensee or any of its Affiliates or sublicensees files or maintains an opposition
proceeding in the European Patent Office with respect to EP 0994728 in the
European Patent Office (either by itself or through an Affiliate or Third
Party), Licensor may, at its option and in its
sole discretion, terminate this Agreement with respect to the European
Patent Convention countries, by providing written
notice of termination to Licensee.

     

    7.3.3        
Termination following
Failure to Exercise Option.   This Agreement shall
automatically terminate upon failure of [***]
or an Affiliate to exercise the Option prior to expiration of the Option
Period.

     

    7.4           Termination for
Breach.  Licensor or Licensee may
terminate for material breach of or default under any provision of this
Agreement, other than in the case of a Licensee breach, payment obligation
referred to in Section 7.2.1(i) or any breach of or default under any provision of Section 7.2.2, and the breaching or
defaulting Party has not cured such breach or default within ninety (90) days
after written notice from the non-breaching Party specifying the nature of such
breach or default (if such breach or default is capable of being
cured).

     

    7.4           Insolvency
Event.  If Licensee makes a general assignment for the benefit
of its creditors, or there shall have been appointed a receiver, trustee or
other custodian for Licensee for all or a substantial part of its assets, or any
case or proceeding shall have been commenced or other action taken by or against
Licensee in bankruptcy or seeking the reorganization, liquidation, dissolution
or winding-up of Licensee or any other relief under any bankruptcy, insolvency,
reorganization or other similar act or Law, and any such event shall have
continued for sixty (60) days undismissed, unstayed, unbonded and undischarged,
then Licensor may, upon notice to Licensee, terminate this Agreement, such
termination to be effective upon Licensee’s receipt of such
notice.


    
      
         


      

      
        -10-

        
          

        

      

      
         


      

    

     

    CONFIDENTIAL

     

    7.5           Termination by
Licensee.  Licensee shall have the right to terminate this
Agreement at its sole discretion upon sixty (60) days written notice to Licensor
at any time after the cessation of its and its Affiliates’ activities relating
to the development, manufacture, commercialization, marketing or sale of the
Lead Compound.

     

    7.6           Effect of
Termination.

     

    7.6.1          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, except as provided in Section 3.1.3(c).

     

    7.6.2          Upon
termination of this Agreement for any reason, any sublicense granted hereunder
with respect to which the sublicensee is not then in breach or default shall
continue as a direct license between the sublicensee and the Licensor on the
terms of this Agreement, provided that the sublicensee agrees in writing, within
thirty (30) days after termination of this Agreement, to be bound by the terms
of this Agreement.

     

    7.6.3          The
provisions of Sections 5.2 (Infringement by Third Parties) (but only with
respect to infringement occurring prior to termination), 6.1 (Indemnification),
6.2 (Warranty Disclaimer), and 8 (General) shall survive termination of this
Agreement for any reason.

     

    7.6.4          Licensee
may, after termination of this Agreement, sell all Licensed Products which are
in inventory at the time of termination, and complete and sell Licensed Products
which Licensee can clearly demonstrate were in the process of manufacture at the
time of such termination, provided that Licensee shall pay to Licensor any
Royalty Payments due on the sale of such Licensed Products and shall submit
reports, in accordance with this Agreement.

     

    8.           GENERAL

     

    8.1           Assignment.  This
Agreement shall be binding upon and shall inure to the benefit of each Party and
each Party’s respective transferees, successors and
assigns.   Licensee shall not have the right to assign this
Agreement or its rights or obligations hereunder to any other Person; provided, however, Licensee
may, without such consent, assign this Agreement in whole or
in part to any of its Affiliates, without the prior written consent of
the Licensor; provided, further, Upon prior written notice to Licensor, Licensee
may assign this Agreement and all of its rights and obligations under this
Agreement to such Persons or  Person to which Licensee transfers or
licenses on an exclusive basis in a country all or substantially all of the
assets and other rights and interests of Licensee with respect to such country,
necessary for, involved in or related to the development, manufacture,
marketing, commercialization or importation of the [***]
and any product containing the [***];
provided that the transferee or licensee of such assets, rights and interests
must agree in writing with Licensor to assume all obligations of Licensee
hereunder and to be bound by all of the terms and conditions of this
Agreement.


    
      
         


      

      
        -11-

        
          

        

      

      
         


      

    

     

    CONFIDENTIAL

     

    8.2           Publicity.  The
Parties agree that except for the press release attached hereto as Schedule 2, neither
Party shall issue any news release or other public announcement relating to this
Agreement, including any of its terms, the names of the Licensee or its
Affiliates, without the prior written approval of the other Party, except as
subject to the requirements of applicable Law (including, without limitation,
requirements promulgated by the U.S. Securities and Exchange Commission (“SEC”)
regarding the disclosure of corporate information in periodic
reports).  The Agreement and its terms, including the name of the
Licensee and its Affiliates, will remain confidential, except as subject to the
requirements of applicable Law (including, without limitation, requirements
promulgated by the SEC regarding the disclosure of corporate information in
periodic reports) and as otherwise disclosed under obligations of strict
confidentiality to potential investors, merger or acquisition candidates, and
advisors, consultants, employees, directors and other representatives of
Licensor or Licensee.  If a Party determines that it is required by
Law to publicly file, register or notify this Agreement or portions thereof
(including the name of the licensee or any of its Affiliates) with a
Governmental Authority, such party shall (i) initially file a redacted copy of
this Agreement (the “Redacted Agreement”)
in the form of Schedule 3 attached
hereto and such corporate information contained in periodic reports pursuant to
the requirements of applicable Law as described in the previous sentence, (ii)
request, and use commercially reasonable efforts to obtain, confidential
treatment of all terms redacted from this Agreement, as reflected in the
Redacted Agreement (including the name of the Licensee and its Affiliates), for
a period of at least ten (10) years, (iii) permit the other party to review and
approve such request for confidential treatment and any subsequent
correspondence with respect thereto at least five (5) Business Days prior to its
submission to such Governmental Authority, (iv) promptly deliver to the other
Party any written correspondence received by it or its representatives from such
Governmental Authority with respect to such confidential treatment request and
promptly advise the other Party of any other communications between it or its
representatives with such Governmental Authority with respect to such
confidential treatment request, (v) upon the written request of the other Party,
request an appropriate extension of the term of the confidential treatment
period, and (vi) if such Governmental Authority requests any changes to the
redactions set forth in the Redacted Agreement or to the disclosure of corporate
information described above, use commercially reasonable efforts to support the
redactions in the Redacted Agreement as originally filed or changes to the
disclosure of corporate information, as the case may be, and shall not agree to
any changes to the Redacted Agreement or to changes to the disclosure of
corporate information, as the case may be, without first discussing such changes
with the other Party and taking the other Party’s comments into consideration
when deciding whether to agree to such changes.  In no event shall
Licensor be deemed to have breached this Section 8.2 as a result of any decision
or directive by the SEC requiring the disclosure of the Agreement or any term
thereof, so long as Licensor shall have satisfied its obligation to use
commercially reasonable efforts to avoid such directive or decision and
otherwise complied with the sentence set forth above.  Each Party
shall be responsible for its own legal and other external costs in connection
with any such filing, registration or notification. Any breach of this Section
8.2 will be considered a material breach, and shall survive termination of this
Agreement.  The parties agree that in the event of a breach of this
Section 8.2, the non-breaching party’s sole remedies, at its option, is to (i)
terminate this Agreement and the licenses granted hereunder pursuant to Section
7.3 hereof, or (ii) recover monetary damages resulting from such a breach,
provided, however, that the maximum amount of damages recoverable by Licensee
shall not in any event exceed the amount of aggregate cash paid to Licensor
pursuant to Section 3.1, regardless of the type of damages awarded, be they
direct, indirect, special, consequential, incidental or exemplary in
nature.


    
      
         


      

      
        -12-

        
          

        

      

      
         


      

    

     

    CONFIDENTIAL

     

    8.3           Entire
Agreement/Amendments.  This Agreement constitutes the entire
and only agreement between the Parties relating to Licensed Patents, and all
prior negotiations, representations, agreements and understandings are
superseded hereby.  No agreements amending, altering or supplementing
the terms hereof may be made except by means of a written document signed by a
duly authorized representative of each Party.

     

    8.4           Notices.  Any
notice, communication or payment required or permitted to be given or made
hereunder shall be in writing and, except as otherwise expressly provided in
this agreement, shall be deemed given or made and effective (i) when delivered
personally; or (ii) upon confirmation of receipt if delivered by telex or
telecopy (if not a payment); or (iii) when received if sent by overnight
express; or (iv) upon confirmation of receipt if mailed by certified or
registered mail, postage prepaid and return receipt requested, in each case
addressed to Parties at their address stated below, or to such other address as
such Party may designate by written notice in accordance with the provisions of
this Section 8.4.

     

    
      
        	
                
                

              	
                LICENSEE:

              	
                [***]

              


      

    

    


    
      	
               
      

            	
              [***]

            


    

    


    
      	
               
      

            	
              and

            


    

    


    
      	
               
      

            	
              [***]

            


    

    


    
      
        	
                
                

              	
                LICENSOR:

              	
                Intellect
      Neurosciences, Inc.

              


      

    

    
      	
                         

            	
              7
      West 18th Street, 9th Floor

            


    

    
      
        	
                          

              	
                New
      York, NY 10011

              
	 	      
                Attention:
      Chief Executive Officer

              
	 	Fax
      No.: 212-448-9600 


      

    

    
      
        	 	 


      

    

    8.5           Governing Law;
Jurisdiction.  This Agreement shall be construed and enforced
in accordance with the domestic substantive laws of The State of New York and
the United States of America without regard to any choice or conflict of laws
rule or principle that would result in the application of the domestic
substantive law of any other jurisdiction other than, in regard to any question
affecting the construction or effect of any patent, the law of the jurisdiction
under which such patent is granted.  This Agreement shall not be
subject to (a) the United Nations Conventions on Contracts for the International
Sale of Goods; (b) the 1974 Convention on the Limitation Period in the
International Sale of Goods (the “1974 Convention”); or (c) the Protocol
amending the 1974 Convention, done at Vienna April 11, 1980.  Any
legal or other action hereunder shall be brought in the State and federal courts
of New York.  The parties consent to the personal jurisdiction and
venue of such courts in the event of such action.


    
      
         


      

      
        -13-

        
          

        

      

      
         


      

    

     

    CONFIDENTIAL

     

    8.6           Limitation of
Liability.  IN NO EVENT SHALL LICENSOR OR LICENSEE BE LIABLE
FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES
(INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS OR EXPECTED SAVINGS
OR OTHER ECONOMIC LOSSES, OR FOR INJURY TO PERSONS OR PROPERTY) ARISING OUT OF
OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER, REGARDLESS WHETHER
LICENSOR OR LICENSEE KNOWS OR SHOULD KNOW OF THE POSSIBILITY OF SUCH
DAMAGES.  LICENSOR’S AGGREGATE LIABILITY FOR ALL DAMAGES OF ANY KIND
RELATING TO THIS AGREEMENT OR ITS SUBJECT MATTER SHALL NOT EXCEED THE AMOUNT
PAID BY LICENSEE TO LICENSOR UNDER THIS AGREEMENT, EXCEPT FOR LICENSOR’S GROSS
NEGLIGENCE OR WILFULL MISCONDUCT.  The foregoing exclusions and
limitations shall apply to all claims and actions of any kind, whether based on
contract, tort (including but not limited to negligence), or any other
grounds.

     

    8.7           Headings.  Headings
included herein are for convenience only, and shall not be used to construe this
Agreement.

     

    8.8           Independent
Contractors.  For the purposes of this Agreement and all
services to be provided hereunder, each Party shall be, and shall be deemed to
be, an independent contractor and not an agent, partner, fiduciary, joint
venturer or employee of the other Party.  Neither Party shall have
authority to make any statements, representations or commitments of any kind, or
to take any action which shall be binding on the other Party, except as may be
explicitly provided for herein or authorized in writing.

     

    8.9           Severability.  If
any provision of this Agreement shall be found by a court of competent
jurisdiction to be void, invalid or unenforceable, the same shall either be
reformed to comply with applicable Law or stricken if not so conformable, so as
not to affect the validity or enforceability of this Agreement.

     

    8.10           Force
Majeure.  Neither Party shall be responsible or liable to the
other Party for nonperformance or delay in performance of any terms or
conditions of this Agreement due to acts or occurrences beyond the control of
the nonperforming or delayed Party, including, but not limited to, acts of God,
acts of government, wars, riots, strikes or other labor disputes, shortages of
labor or materials, fires, and floods, provided the nonperforming or delayed
Party provides to the other Party written notice of the existence of and the
reason for such nonperformance or delay.

     

    8.11           No
Waiver.  Failure of either Party to enforce a right under this
Agreement shall not act as a waiver of that right or the ability to later assert
that right relative to the particular situation involved or to terminate this
Agreement arising out of any subsequent default or breach.

     

    8.12           Counterparts.  This
Agreement may be executed in any number of counterparts, each of which shall
constitute an original document, but all of which shall constitute the same
agreement.

     

    [the
remainder of this page is intentionally blank]


    
      
         


      

      
        -14-

        
          

        

      

      
         


      

    

     

    CONFIDENTIAL

     

    IN
WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their
duly authorized representatives as of the date first set forth
above.

     

    
      
        
          
            	
                    [***]

                  	 
      	
                    INTELLECT
      NEUROSCIENCES, INC.

                  
	 
      	 
      	 
      	 
      	 
      
	
                    By:

                  	 
      	 
      	
                    By:

                  	 
      
	
                    Name:

                  	 
      	
                    Name:

                  
	
                    Title:

                  	 
      	
                    Title:

                  


          

        

      

    


    
      
         


      

      
        -15-

        
          

        

      

      
         


      

    


    Schedule
1

     

    LICENSED
PATENTS

     

    Intellect Neurosciences
Inc.

    
      
        
          
            	
                    Patent Report by Invention

                  	  	  	  	  	
                    Printed: 8/15/2008

                  	  
	
                    COUNTRY

                  	
                    REFERENCE#

                  	
                    TYP

                  	
                    FILED

                  	
                    SERIAL#

                  	
                    ISSUED

                  	
                    PATENT

                  	
                    STATUS

                  


          

        

      

    

     

    DNA ENCODING RECOMBINANT ANTIBODY
MOLECULES END-SPECIFIC FOR AMYLOID – B PEPTIDES

    PHARMACEUTICAL
COMPOSITIONS THEREOF AND METHOD OF PREVENTING OR INHIBITING

    PROGRESSION
OF ALZHEIMER'S DISEASE

    


    
      
        
          	
                  UNITED
      STATES

                	
                  0203301-US0

                	
                  NEW

                	
                  4/9/1997

                	
                  60/041,850

                	 
      	 
      	

                  EXPIRED 
      

                
	
                  AUSTRALIA

                	
                  2203301-AU0

                	
                  DCA

                	
                  4/9/1998

                	
                  71034/98

                	
                  5/23/2002

                	
                  743827

                	
                  ISSUED

                
	
                  CANADA

                	
                  2203301-CA0

                	
                  DCA

                	
                  4/9/1998

                	
                  2,286,305

                	 
      	 
      	
                  PENDING

                
	
                  CHINA

                	
                  2203301-CN0

                	
                  DCA

                	
                  4/9/1998

                	
                  98803546.4

                	
                  12/1/2004

                	
                  98803546.4

                	
                  ISSUED

                
	
                  EUROPEAN
      PATENT

                	
                  2203301-EP0

                	
                  DCA

                	
                  4/9/1998

                	
                  98918035.1

                	
                  7/30/2008

                	
                  0994728

                	
                  ISSUED

                
	
                  EUROPEAN
      PATENT

                	
                  2203301-EP1

                	
                  DIV

                	
                  4/9/1998

                	
                  08011798.9

                	 
      	 
      	
                  PENDING

                
	
                  ISRAEL

                	
                  2203301-IL0

                	
                  DCA

                	
                  4/9/1998

                	
                  132262

                	 
      	 
      	
                  PENDING

                
	
                  JAPAN

                	
                  2203301-JP0

                	
                  DCA

                	
                  4/9/1998

                	
                  10-543043

                	
                  6/16/2006

                	
                  3816111

                	
                  ISSUED

                
	
                  JAPAN

                	
                  2203301-JP1

                	
                  DIV

                	
                  4/9/1998

                	
                  2005-210196

                	 
      	 
      	
                  PENDING

                
	
                  NEW
      ZEALAND

                	
                  2203301-NZ0

                	
                  DCA

                	
                  4/9/1998

                	
                  337765

                	
                  1/10/2002

                	
                  337765

                	
                  ISSUED

                
	
                  WIPO

                	
                  2203301-WO0

                	
                  CEQ

                	
                  4/9/1998

                	
                  PCT/US98/06900

                	 
      	 
      	
                  NAT
      PHASE

                
	
                  UNITED
      STATES

                	
                  1203301-US1

                	
                  DCA

                	
                  10/12/1999

                	
                  09/402,820

                	 
      	 
      	
                  PENDING

                
	
                  UNITED
      STATES

                	
                  1203301-US2

                	
                  DIV

                	
                  10/15/2001

                	
                  09/975,932

                	 
      	 
      	
                  ABANDONED

                
	
                  UNITED
      STATES

                	
                  1203301-US3

                	
                  CIP

                	
                  2/28/2002

                	
                  10/084,380

                	 
      	 
      	
                  PUBLISHED

                
	
                  AUSTRALIA

                	
                  2203301-AU3

                	
                  DCA

                	
                  10/21/2002

                	
                  2002367734

                	 
      	 
      	
                  PENDING

                
	
                  CHINA

                	
                  2203301-CN3

                	
                  DCA

                	
                  10/21/2002

                	
                  02828857.2

                	 
      	 
      	
                  PUBLISHED

                
	
                  EUROPEAN
      PATENT

                	
                  2203301-EP3

                	
                  DCA

                	
                  10/21/2002

                	
                  02807019.1

                	 
      	 
      	
                  ABANDONED

                
	
                  JAPAN

                	
                  2203301-JP3

                	
                  DCA

                	
                  10/21/2002

                	
                  2003-572597

                	 
      	 
      	
                  PENDING

                
	
                  WIPO

                	
                  2203301-WO3

                	
                  CEQ

                	
                  10/21/2002

                	
                  PCT/US02/31590

                	 
      	 
      	
                  NAT
      PHASE

                
	
                  SOUTH
      AFRICA

                	
                  2203301-ZA3

                	
                  DCA

                	
                  10/21/2002

                	
                  2004/9186

                	
                  10/26/2005

                	
                  2004/9186

                	
                  ISSUED

                
	
                  HONG
      KONG

                	
                  2203301-HK3

                	
                  CEQ

                	
                  1/27/2006

                	
                  06101278.5

                	 
      	 
      	
                  PUBLISHED

                
	
                  UNITED
      STATES

                	
                  1203301-US4

                	
                  DIV

                	
                  5/8/2007

                	
                  11/745,759

                	 
      	 
      	
                  PENDING