Exhibit 4.5


                               LICENSING AGREEMENT

This  Agreement  is made  this 24th of  January,  2001  between  CIMYM  Inc.,  a
corporation  incorporated  under the laws of Barbados and located at The LIFE OF
BARBADOS  BUILDING,  Wildey,  St. Michael,  Barbados ("CIMYM") and CIMAB S.A.. a
corporation  incorporated  under the laws of Cuba,  located at Calle 206,  Suite
1926, e/ 19 y 21, Atabey, Havana, Cuba ("CIMAB")

BACKGROUND

1. Center of Molecular  Immunology (CIM) has appointed CIMAB to act as its agent
to negotiate and sign this Agreement.

2. CIM owns and has given CIMAB the right to license certain technology relating
to the Products identified in this Agreement.

3. CIMAB and CIMYM wish to  establish  a long term  relationship  to exploit the
technology and to commercialize the Products identified in this Agreement.

Therefore,  in consideration of the mutual covenants and agreements contained in
this Agreement, CIMYM and CIMAB agree as follows:

1. DEFINITIONS

AFFILIATED COMPANY -means any company that is controlled  directly or indirectly
by one of the parties,  or any company that directly or indirectly  controls one
of the parties,  or any company that is directly or  indirectly  controlled by a
company which also directly or indirectly  controls one of the parties,  so that
Affiliated Company shall include any parent or subsidiary of one of the parties,
or any direct or indirectly held subsidiary of one of the parties.

BEST  AVAILABLE  PRICE  -means  90  %  of  the  best  available  price  for  the
Manufacture,  supply and delivery of the Product (FOB  Havana),  to any location
designated  by CIMYM in  writing,  until  such  time as there are  positive  Net
Revenues  at  which  time  best  available  price  shall  mean 100 % of the best
available  price for the  Manufacture,  supply and delivery for the Product (FOB
Havana), to any location designated by CIMYM in writing.

CGMP -means  Current Good  Manufacturing  Practices as established by the United
States Food and Drug  Administration  and the Canadian Health  Protection Branch
from time to time.

CUBA -means the Republic of Cuba.

FINISH  -means to convert bulk Product into final dosage form and to package and
label the Product.

IMPROVEMENTS  -means  a  product  or  process,  the use or sale of  which  would
infringe a valid claim of one or more of the Patents.

MARKET -means to test, register" market and sell the Product and MARKETING has a
corresponding meaning.

NET REVENUES  -means the total of all money  received by CIMYM from sales of the
Product,  from rights to Finish or Market the Product in the  Territory  and for
any   sublicensing   revenue  less  operating   expenses   associated  with  the
commercialization of the Products, including the following: (i) pre-clinical and
clinical trial costs, (ii) sales, general and administrative  costs, (iii) costs
of goods sold,  where  expenditure is applicable,  (iv) research and development
costs, (v) interest expenses,  if any, (vi) capital expenditures (vii) the costs


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of the Product  supplied  by CIMAB to CIMYM for the  pre-clinical  and  clinical
trials  conducted  outside of Cuba.:.  Money  received means money received less
trade-allowances,  credit or refunds for  returned  or  defective  Product,  and
allowances for doubtful debts.

PATENTS -means all patents,  patent applications and other intellectual property
rights relating to the Product and includes the patents and patent  applications
identified in Appendix 2.

PERSON  -or  any  word  or  expression  descriptive  of  a  person,  includes  a
corporation,  partnership,  sole  proprietorship,  association,  organization or
centre.

PRODUCT  -means  TGF-alpha  Vaccine and HER-1 Vaccine being  developed by CIM or
CIMAB and all  therapeutic  combinations  thereof_and  includes the  information
contained in Appendices III and IV.

STANDARDS  -means cGMP and other standards  prescribed by health  authorities in
the Territory from time to time during the term of this Agreement.

SUBLICENSING REVENUE:  shall, unless otherwise agreed upon in writing, means all
payments,  whether  in cash  or  otherwise,  whether  in the  form  of up  front
payments,  milestone payments,  royalties or otherwise received by CIMYM, net of
any withholding  taxes imposed by sovereign  governments,  from sublicensees and
assignees  in  consideration  for  the  rights  granted  to C  IMYM  under  this
Agreement.

TECHNOLOGY  -means (i)  confidential  information  relating to the  Finishing or
Marketing of the Product,  or relating to  technology  pertaining to the Product
(ii) the Patents including information in the Patents relating to the Product or
relating to Finishing or Marketing the Product, and (iii) Improvements.

TERRITORY -means Europe (Albania, Andorra, Austria, Belgium, Belarus, Bosnia and
Herzogovina,  Bulgaria,  Channel  Islands,  Czech  Republic,  Denmark,  Estonia,
France, Federal Republic of Germany,  Finland, Greece, Hungary,  Iceland, Italy,
Latvia,  Lichenstein,  Lithuania,  Luxembourg, (The Former Yugoslav Republic of)
Macedonia,  Republic  of  Moldova,  Monaco,  The  Netherlands,  Norway,  Poland,
Portugal, Republic of San Marino, Rumania, Russian Federation, Serbia, Slovakia,
Slovenia, Spain, Sweden,  Switzerland,  Turkey, Ukraine, United Kingdom of Great
Britain and Northern Ireland, Republic of Ireland), Canada, the United States of
America, Japan, Australia, New Zealand, Taiwan, Singapore,  Thailand, Hong Kong,
South Korea, Malaysia,  Indonesia,  the Philippines,  and any other country that
may be added to this Agreement by mutual agreement from time to time.

TRADEMARK -means a trademark of CIMAB used in association with the Product.

YMB means York Medical Biosciences Inc., its affiliated companies,  and its sub-
licensees.

2. LICENSE

(1) CIMAB grants to CIMYM the exclusive  right to Finish and Market the Products
in the Territory using the Technology. This exclusive license includes the right
to  sub-license  the rights  granted  under this  Agreement to any other Person,
provided CIMYM obtains the written  consent of CIMAB to each  sublicensee,  such
consent not to be withheld unreasonably.  This license includes the right to use
the Trademark or any other  trademarks in the Territory in association  with the
Products.

3. REPRESENTATIONS AND WARRANTIES

CIMAB represents and warranties that:

o   nothing in this Agreement is contrary to or unenforceable  under the laws of
    Cuba.

o   CIMAB has the right,  power and  authority to represent and act as agent for
    CIM and that this authority will survive the termination of this license.

o   To the best of CIMAB's  knowledge CIM owns the Technology  absolutely,  free
    and clear of any liens or claims.


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o   CIMAB has the authority to grant the license granted to CIMYM.

o   CIMAB have not granted any rights to any Persons other than CIMYM to use the
    Technology in any country within the Territory.

o   CIMAB is not aware of any actual or potential  claim by any Person that CIM
    does not own the Technology or cannot use the Technology.

o   CIMAB is not aware of any  challenge to CIM's  ownership of, or the validity
    of the Patents.

o   CIMAB is not aware of any rights that could be infringed in the Territory by
    the use of the Technology o~ by the  Manufacture,  Finishing or Marketing of
    the Products in the Territory.

o   CIMYM represents and warranties that:

o   nothing in this Agreement is contrary to or unenforceable  under the laws of
    Barbados.

o   CIMYM is duly incorporated  under the laws of Barbados,  is a corporation in
    good standing and may undertake this Agreement.

o   CIMYM shareholders shall not be changed unless both parties otherwise agree.

4. DISCLOSURE OF TECHNOLOGY BY CIMAB

Immediately  upon the  execution of this  Agreement and at the end of each month
during the term, CIMAB shall disclose to CIMYM all Technology to assist CIMYM in
fulfilling its obligations under this Agreement, including (i) all manufacturing
procedures and processes, raw material lists and specifications, equipment lists
and  specifications,  and all quality  assurance  and other in vitro and in vivo
test  methodologies,  validations  and results;  (ii)  reports of all  stability
studies;  (iii)  reports of all animal and human  studies;  (iv)  reports of all
clinical  efficacy and safety  studies;  (v) reports of all other  pre-clinical,
pharmacological and toxicological studies; (vi) all reports or other information
relating  to any  potential  threat  or risk to  users of the  Products,  or any
contra-indications  to the use of the Technology or the Products;  and (vii) all
knowledge and  experience in the Finishing and

Marketing  of the  Products.  CIMAB shall grant CIMYM access to all plant master
files that are submitted to regulatory authorities in the Territory from time to
time for the plant in which the Product are made.

5. VISITS

(1) Technical personnel of CIMYM shall have the right to visit the facilities of
CIM to review the Technology. Technical personnel of CIM shall have the right to
visit the facilities of CIMYM to review the application of the Technology.  Each
party shall give reasonable notices to the other of the proposed visit.

(2) At the request of CIMYM,  representatives  of CIM skilled in the  Technology
shall  visit  CIMYM's  facility  to  assist  CIMYM's   personnel  in  using  the
Technology.   CIMYM   shall  pay  all   expenses   to  CIMAB  in  sending   such
representatives to CIMYM's facility.

6. IMPROVEMENTS

All Improvements to the Technology by CIM shall be the property of CIM, shall be
disclosed to CIMYM and shall be included  within the license granted under this.
Agreement.

7. CONFIDENTIALITY OF INFORMATION

CIMYM, CIM and CIMAB shall maintain the  confidentiality  of information,  other
than its own, that is not publicly available,  including (i) the Technology, and
(ii)  information  about the businesses of the other relating to the Technology,
the Products or the Agreement.  CIMYM, CIM and CIMAB shall not disclose any such


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information other than its own, to Persons other than their officers, employees,
agents,   consultants  and  advisers,   except  where  the  disclosure  of  such
information by CIMYM, CIM or CIMAB is to a Person who has agreed to maintain the
confidentiality of such information,  or except where CIMYM, CIM and CIMAB agree
to disclose such information.  YMB shall have the right to disclose confidential
information for the purpose of raising investment capital.

8. PRODUCT DEVELOPMENT -SUPPLY, PRE-CLINICAL, CLINICAL, COMMERCIAL

(1) In  consideration  of the payments from CIMYM to CIMAB under this agreement,
CIMAB will develop the product  according to the plan described in Appendix I or
as it may be amended by mutual written  agreement from time to time.  CIMAB will
provide  updates of its progress at least every 90 days or as  otherwise  agreed
upon by CIMYM.

(2) CIMAB shall make its staff,  facilities  and  equipment  available to assist
CIMYM in performing its obligations under this Agreement and in  commercializing
the Product.

(3) CIMYM  shall  source the  Product  from CIMAB.  If CIMAB  cannot  supply the
Product in  accordance  with the  Standards or if Product  meeting the Standards
cannot be supplied in time to meet the Product development  timelines reasonably
set from time to time by CIMYM and  CIMAB,  then the  parties  agree  that CIMAB
shall,  with the  consent of CIMYM  which  shall not be  unreasonably  withheld,
contract  with another  site for the  Manufacture  of Product.  CIMAB shall keep
CIMYM informed of all progress with arranging such other supply of Product.

(4) CIMYM shall use its best efforts to obtain a sub-license  agreement in which
CIMAB retains the right to manufacture the Product.  However, if the sublicensee
insists  on  manufacturing  the  Product  itself,  through  its  contractors  or
sub-contractors,  CIMAB shall waive its  manufacturing  rights,  if both parties
consider that sub-license agreement offers mutual favorable commercial terms.

(5) CIMAB or its licensed  manufacturer shall Manufacture and supply the Product
to CIMYM  for  pre-clinical  and  clinical  trials at its  expense  and shall be
entitled  to recoup  this  expense  as  described  in Article  (11) (6).  Before
supplying  the Product,  CIMAB,  or its  licensed  manufacturer,  shall  perform
quality  control tests  requested by CIMYM and provide samples of the Product to
CIMYM for review within ten (10) days after the tests are completed. CIMYM shall
notify CIMAB  whether the samples meet the  Standards.  Provided  that CIMAB has
Manufactured Product that meets the Standards,  CIMYM shall, at its own expense,
and within  time  frames to be agreed  upon with  CIMAB,  conduct or cause to be
conducted  all further tests and clinical  studies  necessary to enable CIMYM to
file  applications  for  regulatory  approval  with the  appropriate  regulatory
authorities in the Territory for the Marketing of the Product. If CIMYM fails to
conduct such tests or fails to cause such tests to be conducted  within the time
frames agreed upon by CIMYM and CIMAB, CIMAB shall have the right to convert the
exclusive  license  granted under this Agreement to a  non-exclusive  license to
CIMYM to Finish and Market the Product in the Territory  using the Technology by
providing notice in writing to CIMYM, except in those countries in the Territory
in which the Product has already been submitted for registration.

(6) CIMAB or its licensed manufacturer, shall Manufacture and supply the Product
to CIMYM for commercial  sale at the Best Available  Price and shall provide all
quality control tests requested by CIMYM relating to the Product to CIMYM. CIMYM
shall indicate to CIMAB whether the Product meets the  Standards.  Provided that
the  Product  meets  the  Standards,  and  subject  to  the  completion  of  the
pre-clinical  and  clinical  trials,  CIMYM shall Finish and Market the Product,
acting in a commercially reasonable manner.

(7) If CIMYM  determines  that any of the test results or samples of the Product
provided by CIMAB, whether for pre-clinical,  clinical or commercial use, do not
meet the Standards,  CIMYM may either (i) require that the Manufacture of any of
the batches of Product which do not meet the Standards be repeated within a time
specified by CIMYM, or (ii) obtain the Product from a source acceptable to CIMAB
anywhere in the world which  Manufactures  the  Product in  accordance  with the
Standards as described in (8) (3) above.


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(8) If  CIMAB  cannot  supply  the  Product,  for  commercial  use,  at the Best
Available  Price,  CIMYM may obtain the  Product  from a source  anywhere in the
world  offering  the Best  Available  Price  until such time as CIMAB is able to
supply the Product at the Best Available Price as described in (8) (3) above.

(9) If CIMAB cannot supply the Product,  for any reason including force majeure,
whether for  pre-clinical or commercial use, within the time frames specified by
CIMYM from time to time during the term of this  Agreement,  CIMYM may, with the
consent of CIMAB,  not to be  unreasonably  withheld,  obtain the Product from a
source acceptable to CIMAB anywhere in the world which  Manufactures the Product
in accordance with the time frames, and in accordance with 8 (3) above.

9. RIGHT OF FIRST REFUSAL


CIMAB  shall  give CIMYM the first  right to  acquire a license to  Manufacture,
Finish or Market,  in the  Territory,  all other  product  derived  from the EGF
active immunotherapy program of CIM. If CIMYM waives this right, CIMAB may enter
into a license with another Person on the same terms as those that CIMAB offered
to CIMYM or on less favourable  terms than those that CIMAB offered to CIMYM. If
CIMAB proposes to offer the right on more  favourable  terms than the terms that
CIMAB offered initially to CIMYM,  CIMAB shall first offer those more favourable
terms to CIMYM. Should CIMYM wish to acquire a license to Manufacture, Finish or
Market that other product, CIMYM and CIMAB shall enter into a further agreement.

10. REGULATORY APPROVALS

(1)  Subject to Article 8, CIMYM  shall  conduct or cause to be  conducted  pre-
clinical and clinical trials to evaluate the Products. CIMYM shall work together
with CIMAB to

o     select sites in any country of the Territory for pre-clinical and clinical
      trials;
o     develop protocols for pre-clinical and clinical trials; and
o     instruct investigators of the pre-clinical and clinical trials.

(2) Within ninety (90) days after the end of each stage of the pre-clinical and
clinical trials of each Product, CIMYM in its discretion shall determine whether
to  proceed  with the next stage of the  trials or  whether  to  terminate  this
Agreement for that  Product,  in  accordance  with the  provisions of Article 14
after an  evaluation  of results by both CIMYM and CIMAB  experts.  CIMAB  shall
receive the results of the preclinical and clinical trials performed.

3) Where  commercially  reasonable,  CIMYM shall file or shall cause to be filed
applications for regulatory approval to Market the Product in the Territory. All
applications  for regulatory  approval shall be filed in the name of CIMYM.  The
approvals shall not affect CIM's ownership of the Patents.

11. LICENSING REMUNERATION AND COMPENSATION.

(1) In  considerations  of the  rights  granted  by CIMAB to  CIMYM  under  this
Agreement CIMYM shall pay CIMAB the remuneration set out in this Section. .

(2) CIMYM shall pay CIMAB US $125,000.00 following the signing of this Agreement
by both  parties for the  research  and  development  (R&D) goals  described  in
Appendix I.

(3) CIMYM,  upon achievement of the final goal (described in Appendix I) in each
Product shall have prepared a clinical development program for each Product. The
clinical development program shall contain timelines,  milestones and research &
development payments.

(4) CIMYM shall undertake the costs of the licensing and commercial  development
of the  Products  within the  timelines  contained  in the  development  program
described in (3).


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(5) CIMAB owns 20 % of the  equity of CIMYM and as such will  receive an ongoing
commercial interest in the product.

(6) Within  ninety (90) days of the end of each  calendar  quarter,  CIMYM shall
send to CIMAB a statement  certified by a financial  officer of CIMYM disclosing
the Net  Revenues  for the just  ended  calendar  quarter  and giving the equity
interest due to CIMAB,  at the end of each year.  On  completion of the clinical
trials CIMAB shall be reimbursed for the cost of the Product  supplied by it for
the pre clinical  and  clinical  trials  conducted  outside  Cuba from  revenues
received by CIMYM.

(7) For as long as Net Revenues are less than or equal to the amount of advances
from York Medical to CIMYM, York Medical shall recover such advances from 30% of
Net Revenues  and the  remaining  70% of the Net  Revenues  shall be retained by
CIMYM to be distributed between the parties according to their equity interest.

(8) If  CIMYM  fails  to make  the  payments  by the  dates  set out in the plan
described in Appendix I and/or in the clinical  development program described in
(3) CIMAB shall have the right to convert the  exclusive  license  granted under
this  Agreement  to a  non-exclusive  license  to CIMYM to Finish and Market the
Product in the Territory  using the Technology or to terminate this agreement by
providing notice in writing to CIMYM.

(9) If  obliged  so to do by any  applicable  tax  law,  CIMYM  may  deduct  any
governmental  withholding  tax on any  payment due under this  Agreement.  CIMYM
shall provide reasonable  assistance to CIMAB in securing any benefits available
to CIMAB with respect to  governmental  tax  withholdings by any relevant law or
double tax treaty.

(10) CIMYM shall keep at its registered  office full and accurate records of the
Net Revenues and Sublicensing Revenues. Such records shall be made available for
inspection by CIMAB or an independent  certified public or chartered  accountant
of CIMAB's choice during normal business hours after reasonable notice.

12. PATENTS AND INFRINGEMENT

(1) If any  infringement  comes to the attention of CIMYM,  CIMYM shall promptly
notify CIMAB in writing.  If any infringement comes to the attention of CIMAB or
CIM, CIMAB shall promptly notify CIMYM in writing.  CIMYM shall take such steps,
as it may consider  advisable  against that  infringement  for the protection of
CIMAB,  CIM and CIMYM  rights  in the  Territory.  CIMYM  shall  have  exclusive
carriage and control of any action for infringement,  and may settle any of such
actions  without the consent of CIMAB or CIM. CIMYM shall assume the cost of any
such action in the Territory. CIMYM may delegate the carriage and control of any
such  action to an  Affiliated  Company  or to a  sub-licensee,  provided  CIMYM
obtains  the  written  consent  of  CIMAB,  such  consent  not  to  be  withheld
unreasonably.

(2) If any actual or potential claim against CIMAB, CIM or CIMYM relating to the
Product comes to the attention of CIMYM,  CIMYM shall  promptly  notify CIMAB in
writing.  If any actual or potential claim against CIMAB,  CIM or CIMYM relating
to the Product  comes to the  attention  of CIMAB or CIM,  CIMAB shall  promptly
notify CIMYM in writing.  CIMYM shall have exclusive carriage and control of any
action  brought  against  CIMAB,  CIM or CIMYM arising out of CIMYM's use of the
Technology, or arising out of the Manufacturing,  Finishing or Marketing, or any
sale or offer of sale of the  Product in any country in the  Territory,  and may
settle any such action  without the consent of CIMAB or CIM,  CIMYM may delegate
the  carriage  and control of any such action to an  Affiliated  Company or to a
sub-licensee  provided CIMYM obtains the written consent of CIMAB,  such consent
not to be withheld unreasonably.

(3) CIMYM shall assume the expense for the filing,  prosecution  and maintenance
of all Patents in all  countries  in the  Territory.  CIMAB shall  consult  with
-CIMYM in making  any  significant  decisions  in the  filing,  prosecution  and
maintenance of the Patents.

13. ASSIGNMENT

This  Agreement  may be assigned  by CIMAB or CIMYM only with the prior  written
consent of the other, which consent shall not be unreasonably withheld.


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14. TERM AND TERMINATION

(1) This Agreement  becomes  effective on the date first above set out above and
shall remain in full force and effect  until each Patent has  expired,  has been
abandoned,  or has been declared invalid by a court of competent jurisdiction in
each Territory,  or unless  terminated in accordance with the provisions of this
Article.

(2) Within  ninety  (90) days  after the end of each  stage of the  pre-clinical
trials,  and after  each stage of the  clinical  trials,  CIMYM may,  by written
notice,  terminate  this  Agreement in relation to any Product in any country in
the  Territory.  The  Agreement  shall  continue in  relation  to all  remaining
Products and remaining countries in the Territory.

(3) If CIMAB defaults in performing its obligations under this Agreement, and if
the default has not been remedied  within ninety (90) days following the date of
receipt of a notice in writing from CIMYM, CIMYM may terminate this Agreement in
relation  to the  country of the  Territory  and  Product to which the  defaults
relates.

(4) If CIMYM  defaults  in  performing  its  obligations  under this  Agreement,
including  but not limited to failure in any payments and if the default has not
been remedied  within ninety (90) days following the date of receipt of a notice
in writing from CIMAB,  CIMAB may  terminate  this  Agreement in relation to the
country of the Territory and Product to which the defaults relates.

..(5) On  termination  of  this  Agreement  pursuant  to  subsection  (3) of this
Article,  CIMAB shall  transfer to CIMYM,  at not cost,  the Technology to allow
CIMYM to Manufacture,  Finish and Market the Products in relation to the Product
and the Territory to which the defaults relates.

(6) On termination of this Agreement pursuant to subsection (4) of this article,
CIMYM shall transfer to CIMAB, at no cost, the  registration  held by it for the
Product in that country in the Territory to which the default relates.

15. FORCE MAJEURE

Subject to Article 8, if any Person is unable to carry out its obligations under
this  Agreement,  acting in good faith with due diligence,  by reason of acts of
God,  war,  sabotage,  acts  of the  public  enemy,  riot,  civil  or  political
commotion,  strikes or other labour disputes,  fires,  floods,  or other natural
disasters, then the performance of the obligations of such Person, insofar as it
is affected by such cause,  shall be excused during the  continuance of any such
cause.  If the  cause  continuances  for more than one (1) year  parties  should
evaluate the possibility of terminate the Agreement.

16. PROPER LAW

Any action  brought by CIMAB or CIMYM to enforce any provision of this Agreement
or alleging any breach thereof shall be brought before the applicable  Courts of
Barbados.  CIMAB  attorns  to the  jurisdiction  of  the  applicable  Courts  of
Barbados.  This Agreement  shall be governed by and construed in accordance with
the laws of Barbados.

17. COMPLIANCE WITH LAWS AND CHANGES IN LEGISLATION

CIMYM  and CIMAB  shall  perform  their  obligations  under  this  Agreement  in
compliance with all applicable laws. If national or international legislation or
other  national  or  international  rules  necessitate  changes  in the  present
Agreement or make it illegal for a Person to apply a provision of this Agreement
the  Agreement  shall  continue  to be applied to the extent  that it is legally
possible and insofar as it is not cleary  unfair to one of the parties.  Changes
in  the  provisions  of  this  Agreement  that  might  be  necessary  due to the
above-mentioned  conditions  shall  be  kept to the  minimum  which  is  legally
required and to the extent  possible the changes  shall aim at  maintaining  the
contents of this Agreement as much as possible in word as well as in spirit.


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18. INDEMNIFICATION BY CIMAB

(1) CIMAB shall indemnify  CIMYM, its affiliates and  sub-licensees  against all
claims, damages,  liabilities,  costs and expenses,  including all counsel fees,
arising  from:

o   any default or negligence of CIMAB, or a licensee, or

o   any allegation of injury, damage or wrongdoing caused by the Manufacturing
    of the Product by CIMAB, or a licensee, or any breach of this Agreement or
    any covenant or warranty in it by CIMAB.

19. INDEMNIFICATION BY CIMYM

(1) CIMYM shall indemnify CIMAB against all claims, damages, liabilities,  costs
and expenses, including all counsel fees, arising from:

o   any allegation of infringement of another  Person's rights other than patent
    or  proprietary  rights which were infringed by CIMAB or CIM before the date
    of execution of this Agreement, or

o   any  allegation of injury,  damage or wrongdoing  caused by the Finishing or
    Marketing  of  the  Product  by  CIMYM,  an  Affiliated  Company,  or a sub-
    licensee, or

o   any default or negligence of CIMYM, or its affiliates or its  sub-licensees,
    or

o   any breach of this Agreement or any covenant or warranty in it by CIMYM.

20. GENERAL

(1) This  Agreement  is the entire  Agreement of CIMYM and CIMAB with respect to
the subject of this Agreement.

(2) No  amendment  or other  modification  of this  agreement  shall be valid or
binding on either party to this agreement unless reduced to writing and executed
by each of CIMYM and CIMAB.

(3) Any waiver of any right under this Agreement shall be in writing.  No waiver
of any breach shall be a waiver of any subsequent breach of this Agreement.

(4) All  provisions of this  Agreement  shall be severable and no such provision
shall be affected by the  invalidity  of any other such  provision to the extent
that such invalidity does not also render such other provision invalid.

(5) Time is of the essence in this Agreement.

(6) The use of the singular in this Agreement  shall include the plural and vice
versa.


(7) Article 3, Article 7,  Article 14,  Article 16,  Article 18,  Article 19 and
Article 20 shall survive the termination of this Agreement.

(8) All  information  required  to be  provided  to CIMYM  by the  terms of this
Agreement shall, if necessary, be translated into the English language.

21. NOTICE

Any notice  required to be given  pursuant to the  provisions of this  Agreement
shall be in writing and shall be delivered personally, sent by facsimile or sent
by registered or certified mail (return receipt requested),  postage prepaid, to
the  address  and  facsimile  numbers  identified  on the  first  page  of  this
Agreement.  Such notice  shall be  effective on the date that it is delivered or
sent by  facsimile  or,  in the  case  where  notice  is sent by  registered  or
certified  mail,  on the seventh  business day after the notice is so sent.  Any
party may change its address for service by sending a notice in accordance  with
the terms of this section of the Agreement.


<PAGE>


SIGNED FOR
CIMYM INC.


DATE:

"David  GP Allan"
-----------------
By: David G.P. Allan
Title: Director


SIGNED FOR CIMAB S.A


DATE: Jan 24/01

"Patricia Sierra Biazquez"
---------------------------
Name: Patricia Sierra Biazquez
Title:   President


<PAGE>


                                   APPENDIX 1.

<TABLE>
<CAPTION>
  HER-1 Vaccine
<S>                                                                                    <C>
+-----------------------------------------------------------------------------------+---------------------------------------------+
|                                                                                   |                                             |
|Research Goals                                                                     |   Research Payment  - Preceding Research    |
+-----------------------------------------------------------------------------------+---------------------------------------------+
|                                                                                   |                                             |
|Generate murine and human ECD HER-1 immunization  constructs and express in        |   $ 25 000                                  |
|mammalian cells.                                                                   |                                             |
+-----------------------------------------------------------------------------------+---------------------------------------------+
|                                                                                   |                                             |
|Determine  immunogenicity  and anti- tumour activity in syngeneic mouse model if   |   $ 25 000                                  |
|possible (failing which, in xenograft)                                             |                                             |
+-----------------------------------------------------------------------------------+---------------------------------------------+
|                                                                                   |                                             |
|Long term toxicity in mouse and monkey using an appropriate vehicle such as VSSP   |   $ 50 000                                  |
+-----------------------------------------------------------------------------------+---------------------------------------------+


  TGFa Vaccine
+-----------------------------------------------------------------------------------+---------------------------------------------+
|                                                                                   |                                             |
|Research Goals                                                                     |  Research Payment - Preceding Research      |
+-----------------------------------------------------------------------------------+---------------------------------------------+
|                                                                                   |                                             |
|Generate  human  TGFa,  P64 fusion  protein  constructs  and express in E. coli.   |                                             |
|Optimize structure of construct.                                                   |                                             |
+-----------------------------------------------------------------------------------+---------------------------------------------+
|                                                                                   |                                             |
|Determine  immunogenicity  and anti- tumour activity in syngeneic mouse model if   |                                             |
|possible (failing which, in xenograft)                                             |                                             |
+-----------------------------------------------------------------------------------+---------------------------------------------+
|                                                                                   |                                             |
|Long term toxicity in mice and monkeys                                             |  $ 25 000                                   |
+-----------------------------------------------------------------------------------+---------------------------------------------+
|                                                                                   |                                             |
|Evaluate whether EGF and TGFa  vaccine have synergistic effect                     |                                             |
+-----------------------------------------------------------------------------------+---------------------------------------------+
</TABLE>