Exhibit 4.3



                                 (1) CIMYM, INC.

                                 (2) CIMAB S.A.

                                       AND

                               (3) ONCOSCIENCE AG



                     ______________________________________


                        DEVELOPMENT AND LICENCE AGREEMENT
                            RELATING TO TheraCIM h-R3

                      _____________________________________





                               Anderson & Company
                               76 Wallingford Road
                                  Shillingford
                                  Oxon OX10 7EU
                                 United Kingdom
                           www.andersonsolicitors.com

<PAGE>

                        DEVELOPMENT AND LICENCE AGREEMENT

THIS AGREEMENT dated __November 5th__ 2003 is made between:

(1)    CIMYM, INC. (company registration number 12142) ("CIMYM"), a company
       incorporated in Barbados, whose principal place of business is at Sagicor
       Centre, Wildey, St. Michael, Barbados, West Indies; and

(2)    CIMAB S.A. (company registration number 107/92) ("CIMAB"), a company
       incorporated in Cuba, whose principal place of business is at 206 Street,
       No. 1926, e/ 19 y 21, Atabey, Playa, Havana City, Cuba; and

(3)    ONCOSCIENCE AG (company registration number HRB 5414) ("Oncoscience") a
       company incorporated in Germany, whose principal place of business is at
       Hafenstra(beta)e 32 22880 Wedel, Germany.

RECITALS:

A.     CIMYM is the exclusive licensee of certain Licensed Patent Rights and
       certain Licensed Know-how (each as defined below) relating to an antibody
       known as TheraCIM h-R3 (as defined below).

B.     The shareholders of CIMYM are YM Biosciences, Inc. and CIMAB.

C.     CIMAB enters into commercial agreements on behalf of the Center of
       Molecular Immunology ("CIM", as defined below). CIM originally developed
       TheraCIM h-R3 and has the facilities to manufacture Licensed Products (as
       defined below). CIMAB is entering into this Agreement principally in
       order to assume the manufacturing and supply obligations set out in
       Clause 0.

D.     Oncoscience has expertise in cancer immunotherapy and experience in
       conducting immunotherapy clinical trials in cancer patients.

E.     Oncoscience wishes to pursue the further development and
       commercialisation of TheraCIM h-R3 for the treatment of cancer in humans,
       in accordance with the provisions of this Agreement.

F.     CIMYM is willing to grant to Oncoscience, and Oncoscience is willing to
       accept, a licence in the Field under the Licensed Patent Rights and to
       use the Licensed Know-how , all in accordance with the provisions of this
       Agreement.


Anderson & Company
76 Wallingford Road
Shillingford Oxon OX10 7EU
United Kingdom
www.andersonsolicitors.com

IT IS AGREED AS FOLLOWS:

1      DEFINITIONS


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In this Agreement, the following words shall have the following meanings:

AFFILIATE                   In relation to CIMYM or Oncoscience, means any
                            entity or person that controls, is controlled by, or
                            is under common control with that Party. For the
                            purposes of this definition, "control" shall mean
                            direct or indirect beneficial ownership of 50% (or,
                            outside a Party's home territory, such lesser
                            percentage as is the maximum, permitted level of
                            foreign investment) or more of the share capital,
                            stock or other participating interest carrying the
                            right to vote or to distribution of profits of that
                            entity or person, as the case may be.

ARISING INTELLECTUAL        Any and all of the Arising Patents and the Arising
PROPERTY                    Know-how.

ARISING KNOW-HOW            Technical, commercial and all other information
                            generated by Oncoscience or its Affiliates or
                            sub-licensees during the continuation of this
                            Agreement that relates to any of the Licensed
                            Intellectual Property or the Licensed Product,
                            including any scientific or regulatory data
                            (including clinical data), product licence
                            applications and approvals, clinical trial licence
                            applications and approvals, and development and
                            marketing plans and activities.

ARISING PATENTS             Any and all patents and patent applications that may
                            be applied for or obtained in respect of any
                            invention(s) made by Oncoscience, its Affiliates or
                            sub-licensees during the continuation of this
                            Agreement and which relate to any Licensed
                            Intellectual Property or the Licensed Product,
                            together with any continuations, continuations in
                            part, extensions, reissues, divisions, and any
                            patents, supplementary protection certificates and
                            similar rights that are based on or derive priority
                            from the foregoing.

CALENDAR QUARTER            Each three-month period ending on 31st March, 30th
                            June, 30th September and 31st December.

CALENDAR YEAR               A year commencing on 1st January and ending on 31st
                            December (but commencing on the Commencement Date in
                            the first year of this Agreement and, in the final
                            year of this Agreement, ending on the date of the
                            last sale of Licensed Product under this Agreement).

CIM                         The Center of Molecular Immunology, a scientific
                            research institute based in Havana, Cuba.

CIMAB'S CONTRACT            Any Person that may from time to time be contracted
MANUFACTURER                by CIMAB to manufacture the Licensed Product, or any
                            component or ingredient thereof, in accordance with
                            the provisions of this Agreement.

CIMYM FIELD AND             (a) outside the Territory, all fields (including the
TERRITORY                       Field); and
                            (b) within the Territory, all fields other than the
                                Field.


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CLAIMS                      All demands, claims and liability (whether criminal
                            or civil, in contract, tort or otherwise) for
                            losses, damages, legal costs and other expenses of
                            any nature whatsoever and all costs and expenses
                            (including without limitation legal costs) incurred
                            in connection therewith.

CO-EXCLUSIVE LICENCE        A licence whereby:

                            (a)     both CIMAB and Oncoscience may exercise the
                                    licensed rights in the field and territory
                                    of the licence in question;

                            (b)     Oncoscience may grant sub-licences to the
                                    extent permitted under Clause 7.4; and

                            (c)     CIMAB may appoint a single, further licensee
                                    from time to time in each part of such field
                                    and territory to exercise such rights in its
                                    place, but

                            (d)     except as described in (c) above, CIMAB may
                                    not grant further licences in such field and
                                    territory for as long as the co-exclusive
                                    licence continues, subject to the provisions
                                    of this Agreement and the requirements of
                                    any applicable law.

COMMENCEMENT DATE           The date of execution of this Agreement by the
                            Parties (or, if they sign on different dates, the
                            last date of signature of this Agreement by a
                            Party).

COMMERCIAL TEAM PARTIES     CIMYM and Oncoscience, and "Commercial Team Party"
                            shall mean either of them.

DELIVERED ITEMS             Has the meaning given in Clause 0.

DEVELOPMENT AND             The development and commercialisation plan for
COMMERCIALISATION PLAN      Licensed Product to be defined  and agreed in
                            accordance with Clause 0, as amended from time to
                            time by agreement in writing of the Parties. An
                            initial programme of work, which is anticipated to
                            form the basis of a more detailed Development and
                            Commercialisation Plan, is briefly summarised in the
                            attached Schedule 3.

DEVELOPMENT AND             The report described in clause 0 as amended from
COMMERCIALISATION           time to time.
REPORT

DEVELOPMENT TEAM PARTIES    CIMYM and Oncoscience, and "Development Team Party"
                            shall mean either of them.

DEVELOPMENT TERM            In respect of each country in the Territory, means
                            the period from the Commencement Date until
                            completion of the development of TheraCIM h-R3 to
                            the point of first commercial sale of a Licensed
                            Product in that country in accordance with the
                            Development and Commercialisation Plan.

DILIGENT AND REASONABLE     Exerting such efforts and employing such resources
EFFORTS                     (whether by itself or through sub-contractors or
                            sub-licensees) as would normally be exerted or
                            employed by a reasonable third party pharmaceutical


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                            company for a product of similar market potential at
                            a similar stage of its product life, when utilizing
                            sound and reasonable scientific, business and
                            medical practice and judgment in order to develop
                            the product in a timely manner and maximize the
                            economic return to the Parties from its
                            commercialisation.

FIELD                       The treatment of cancer in humans.

INITIAL DEVELOPMENT         A programme of development to be conducted by
PROGRAMME                   Oncoscience in accordance with the provisions of
                            Schedule 3 Part A.

JOINT DEVELOPMENT TEAM      A committee to be established, and operating, in
                            accordance with the provisions of Clause 0.

KNOW-HOW                    The Licensed Know-how and the Arising Know-how.

LICENSED INTELLECTUAL       Any and all of the Licensed Patent Rights and the
PROPERTY                    Licensed Know-how.

LICENSED KNOW-HOW           Technical information in the possession of CIMYM or
                            CIMAB in the Field relating to (a) TheraCIM h-R3
                            and/or (b) the inventions claimed in the Licensed
                            Patent Rights, and being further described in the
                            attached Schedule 2, in each case to the extent that
                            such information is relevant to the development and
                            commercialisation of the Licensed Product.

LICENSED PATENT RIGHTS      The patents and patent applications described in the
                            attached Schedule 1 subject to the provisions of
                            Schedule 1, together with any continuations,
                            continuations in part, extensions, reissues,
                            divisions, and any patents, supplementary protection
                            certificates and similar rights that are based on or
                            derive priority from the foregoing.

LICENSED PRODUCT            TheraCIM h-R3 that is sold or otherwise supplied by
                            Oncoscience or its Affiliate or sub-licensee and
                            which (a) is within any Valid Claim of the Licensed
                            Patent Rights and/or (b) is the subject of any
                            Orphan Drug Status in the Territory; and/or (c)
                            incorporates, or its development makes use of, any
                            of the Licensed Know-how.

MAJOR COUNTRY               Germany, France, Italy, Spain or the United Kingdom.

MILESTONE RECEIPTS          The amount of any payment, excluding Value Added
                            Tax, (other than sales income on which Oncoscience
                            pays CIMYM a royalty under Clause 0(b) or 0,
                            including any payments to Oncoscience or its
                            Affiliate for Licensed Product supplied directly by
                            Oncoscience or its Affiliate for sale or promotion
                            by Oncoscience's Affiliates or sub-licensees)
                            obtained by, or due to, Oncoscience or its
                            Affiliate, and the value of any non-monetary
                            receipt, in relation to the development or
                            sub-licensing (including the grant of any option
                            over a sub-licence) of any Licensed Intellectual
                            Property ("Relevant Transaction"), and including any
                            of the following in relation to a Relevant
                            Transaction:


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                            (a)     up-front, licence, milestone (whether at the
                                    stage of development, marketing or
                                    otherwise), success, bonus, maintenance and
                                    periodic (including annual) fees and other
                                    payments, and minimum royalty payments (to
                                    the extent not offset against royalties
                                    based on sales and coming within the
                                    definition of Royalty Receipts), due under
                                    any sub-licence agreement;

                            (b)     any receipt greater than actual incurred
                                    cost in respect of the funding of research
                                    or development activities related to the
                                    Licensed Product, provided that such
                                    incurred costs shall not include any costs
                                    that were incurred prior to the date of the
                                    agreement under which such funding was
                                    provided;

                            (c)     where any sub-licence is to be granted under
                                    cross-licensing arrangements, the value of
                                    any third party licence obtained under such
                                    arrangements;

                            (d)     any premium paid over the fair market value
                                    of shares, options or other securities in
                                    respect of any of the share capital of
                                    Oncoscience or its Affiliate (such fair
                                    market value to be determined on the
                                    assumption that CIMYM had not granted, nor
                                    agreed to grant, any rights to Oncoscience
                                    in respect of any Licensed Intellectual
                                    Property);

                            (e)     any loan, guarantee or other financial
                                    benefit made or given other than on normal
                                    market terms; and

                            (f)     any shares, options or other securities
                                    obtained from a third party.

NET SALES VALUE             The amount invoiced and received for the sale of the
                            Licensed Product when sold by Oncoscience or any of
                            its Affiliates or sub-licensees or any of their
                            respective distributors to the ultimate purchaser in
                            an arm's length transaction exclusively for money
                            (or where the sale is not at arm's length, the price
                            that would have been so invoiced and received if it
                            had been at arm's length), after deduction of all
                            documented:

                            (a)     normal trade discounts actually granted and
                                    any credits actually given (including for
                                    rejected or returned Licensed Product),

                            (b)     rebates to customers and third parties,

                            (c)     provided the amounts are separately charged
                                    on the relevant invoice any costs of
                                    packaging, insurance, carriage and freight,

                            (d)     any value added tax or other sales or use
                                    tax charged to the customer, and

                            (e)     any import or export duties or similar
                                    applicable government levies; provided that
                                    such deductions do not exceed reasonable and
                                    customary amounts in the markets in which
                                    such sales occurred;


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                            provided that in no event will the total of the
                            deductions referred to in paragraphs (a) to (e)
                            above exceed 10% (ten percent) of the total invoice
                            price.

                            Sales between any of Oncoscience, its Affiliates and
                            sub-licensees shall not be considered for the
                            purposes of this definition unless there is no
                            subsequent sale to a person who is not Oncoscience,
                            its Affiliate or sub-licensee in an arm's length
                            transaction exclusively for money.

ONCOSCIENCE FIELD AND       In respect of any activity that is licensed to
TERRITORY                   Oncoscience under this Agreement, shall mean that
                            the activity must occur both within the Field and
                            within the Territory.

ORPHAN DRUG STATUS          The grant of "orphan designation" by the European
                            Commission for a medicinal product pursuant to
                            Regulation (EC) No. 141/2000 of 16 December 1999 or
                            any similar designation in any part of the
                            Territory.

PARTIES                     CIMYM, CIMAB and Oncoscience, and "Party" shall mean
                            any of them.

PERSON                      Includes any individual, firm, company, corporation
                            or other legal entity.

PATENTS                     Any and all of the Licensed Patent Rights and the
                            Arising Patents.

PROVIDING PARTIES           Any and all of CIMAB (whether on its own behalf or
                            on behalf of CIM) and CIMYM.

REGULATORY APPLICATION      Any and all applications that are necessary and
                            appropriate to obtain a Regulatory Approval
                            including, without limitation, all required
                            documents, data and information concerning, filed or
                            required to be filed, otherwise submitted by
                            Oncoscience, its Affiliate or licensee to a
                            Regulatory Authority.

REGULATORY APPROVAL         Any and all approvals, licences, registrations or
                            authorisations of any Regulatory Authority that are
                            necessary for the manufacture, use, storage, import,
                            export, transport, marketing, distribution or sale
                            of the Licensed Product in any part of the
                            Territory.

REGULATORY AUTHORITY        The European Medicines Evaluation Agency and other
                            regulatory authorities in the Territory.

SUPPLY AGREEMENT            Any agreement between CIMAB and Oncoscience under
                            which CIMAB agrees to manufacture and supply
                            Oncoscience with Licensed Product.

TERRITORY                   Shall mean the following countries and territories:
                            Austria, Belgium, Denmark, Finland, France, Germany,
                            Greece, Ireland, Italy, Luxembourg, Portugal, Spain,
                            Sweden, The Netherlands, United Kingdom, Cyprus,
                            Czech Republic, Estonia, Hungary, Latvia, Lithuania,


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                            Malta, Poland, Slovakia, Slovenia, Bulgaria,
                            Romania, Turkey, Albania, Andorra, Belarus,
                            Bosnia-Herzegovina, Croatia, Former Yugoslav
                            Republic of Macedonia, Iceland, Liechtenstein,
                            Moldova, Monaco, Norway, Russia, San Marino, Serbia
                            and Montenegro, Switzerland, Ukraine, and Vatican
                            City.

THERACIM h-R3               A humanised antibody to the EGF receptor, known
                            scientifically as h-R3 and which has been given the
                            product name TheraCIM h-R3.

THIRD PARTY MANUFACTURER    Has the meaning given in Clause 0.

VALID CLAIM                 A claim of a patent or patent application that has
                            not expired or been held invalid or unenforceable by
                            a court of competent jurisdiction in a final and
                            non-appealable judgment.

2      JOINT DEVELOPMENT TEAM

2.1    Formation. Within fifteen (15) days after the Commencement Date, the
       Development Team Parties shall establish a Joint Development Team, by
       each Development Team Party designating its initial members to serve on
       the Joint Development Team and notifying the other Development Team Party
       of its dates of availability for the first meeting of the Joint
       Development Team. The purpose of the Joint Development Team shall be to
       oversee the development of Licensed Product for purposes of
       commercialisation in the Oncoscience Field and Territory. The Joint
       Development Team shall consist of not more than three (3) representatives
       designated by each Development Team Party. Each representative shall have
       relevant and appropriate expertise in order to oversee the development of
       the Licensed Product. If a representative of a Development Team Party is
       unable to attend a meeting of the Joint Development Team, such
       Development Team Party may designate an alternate to attend such meeting.
       In addition, each Development Team Party may, at its discretion, invite a
       reasonable number of other employees, consultants or scientific advisors
       to attend the meetings of the Joint Development Team, provided that such
       invitees are bound by appropriate confidentiality obligations. Each
       Development Team Party may change one or all of its representatives to
       the Joint Development Team at any time upon notice to the other
       Development Team Party.

2.2    Meetings. The Joint Development Team shall meet every six months and at
       such other times as the Parties may agree. The first meeting of the Joint
       Development Team shall be held as soon as reasonably practicable, but in
       no event later than 30 days after the Commencement Date. Meetings shall
       be held at such place or places as are mutually agreed or by
       teleconference or videoconference; provided, however, that there shall be
       at least one face-to-face meeting per calendar year.

2.3    Responsibilities.  During the Development Term, the Joint Development
       Team shall:

       (a)    Elaborate the Development and Commercialisation Plan in accordance
              with Clause 0

       (b)    review and unanimously approve (or, if the members of the Joint
              Development Team are unable to reach unanimous agreement,
              recommend to the Parties) the overall development strategy for


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              Licensed Product in the Oncoscience Field and Territory
              (including, without limitation, setting criteria for progression
              of Licensed Product to the next stage of development under the
              Development and Commercialisation Plan);

       (c)    review and recommend to the Parties modifications to the
              Development and Commercialisation Plan (including the resources to
              be allocated and the timelines contained in the Development and
              Commercialisation Plan);

       (d)    facilitate the transfer of Know-How between the Parties for
              purposes of conducting the Development and Commercialisation Plan;

       (e)    regularly assess the progress of Oncoscience in its conduct of the
              Development and Commercialisation Plan; and

       (f)    perform such other activities as are contemplated under this
              Clause 0 and Clause 0. For the avoidance of doubt the Joint
              Development Team shall not have any role or responsibility in
              relation to determining whether Oncoscience has complied or will
              comply with its obligations to CIMYM under clauses 0 or 0

2.4    Disputes. If agreement cannot be reached within the Joint Development
       Team, Oncoscience shall have the right to make the final determination
       concerning the resolution of the disagreement. Notwithstanding the
       foregoing, in the case of a disagreement involving a material matter,
       prior to invoking its rights under this Clause 2.4, Oncoscience agrees to
       have its chief executive contact the chief executive of CIMYM for the
       purpose of discussing the disagreement and attempting to reach a
       consensus. It shall be the goal of the chief executives to reach a
       consensus within five (5) days of the date on which contact is initiated
       by the chief executive of Oncoscience, it being understood that (i) in
       the event of an extraordinary circumstance requiring a faster resolution
       (e.g., a safety issue or extraneous timing issue), Oncoscience shall have
       the right to make the final determination prior to the end of such five
       (5) day period if a consensus has not been achieved by the required time
       for resolution and (ii) in the event that a consensus has not been
       achieved within ten (10) days of the date on which contact is initiated
       by the executive officer of Oncoscience, Oncoscience shall have the right
       to make the final determination. For the avoidance of doubt, Oncoscience
       shall not have any right, under this clause, to determine whether it has
       complied or will comply with its obligations to CIMYM under clauses 0 or
       0.

3      [NOT USED]

4      DEVELOPMENT AND COMMERCIALISATION

4.1    Development and Commercialisation Plan.

4.1.1  Within 90 days of the Commencement Date, the Joint Development Team shall
       prepare a written plan ("Development and Commercialisation Plan") that
       expands upon the initial development plan set out in Schedule 3 and will
       describe, and provide a timeline for:

       (a)    all development activities for the Licensed Product in the
              Oncoscience Field and Territory, addressing each phase of
              development and the budget for completion of such activities, and
              providing detailed information on the activities to be conducted
              in the next 12 month period;


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       (b)    intellectual property protection strategy, including applying for
              Orphan Drug Status, patents and supplementary protection
              certificates

       (c)    sub-licensing strategy;

       (d)    clinical and registration strategy, with a view to expediting
              regulatory approval for Licensed Product; and

       (e)    commercialisation strategy.

4.1.2  The Joint Development Team shall update the Development and
       Commercialisation Plan on a regular basis (and at least annually).

4.2   Development and commercialisation activities. Oncoscience shall be
      responsible for the development and commercialisation (in accordance with
      the Development and Commercialisation Plan) of the Licensed Product in the
      Oncoscience Field and Territory. Such development and commercialisation
      shall be carried out under the oversight and management of the Joint
      Development Team and in accordance with the provisions of this Agreement.

4.3   Development and commercialisation costs. Oncoscience shall bear all costs
      associated with the development and commercialisation of Licensed Product
      in the Oncoscience Field and Territory, including costs incurred in the
      Development and Commercialisation Plan. If any Providing Party agrees with
      Oncoscience to conduct work as part of the Development and
      Commercialisation Plan (which may include advice given to the Joint
      Development Team), the Providing Party's costs of conducting such work
      shall be borne by Oncoscience, with the time costs of the Providing
      Party's representatives being charged to Oncoscience on a daily rate
      basis. The Providing Party's daily rate for its representatives in the
      work referred to in the previous sentence shall be agreed between the
      Parties or, if they are unable to agree, the rate shall be US$1,000 (one
      thousand US dollars) per day plus any product-related consumable costs and
      external costs associated with such work.

4.4   Reporting. Without prejudice to the generality of Oncoscience's
      obligations under Clauses 0 and 0, Oncoscience shall provide a report
      ("Development and Commercialisation Report") to CIMYM at least annually to
      CIMYM. In addition, Oncoscience shall provide to CIMYM a quarterly,
      written status update on all clinical, development and commercial
      activities being undertaken, and from time to time upon request, showing
      all past, current and projected activities taken or to be taken by
      Oncoscience to bring Licensed Product to market and maximise the sale of
      Licensed Product in the Oncoscience Field and Territory, and including
      details of all Arising Intellectual Property. CIMYM's receipt or approval
      of any such report shall not be taken to waive or qualify Oncoscience's
      obligations under Clause 0.

4.5   Exchange of data. It is CIMYM's or CIMAB's intention to grant licences to
      commercialise TheraCIM h-R3 in the CIMYM Field and Territory. Accordingly,
      each of the Parties, or its licensee(s), may generate data in relation to
      Licensed Products that is useful to the other Parties in connection with
      their commercialisation of Licensed Products. To facilitate such
      commercialisation, Oncoscience shall disclose and provide to CIMYM and
      CIMAB all Arising Intellectual Property in accordance with the provisions
      of Clause 0. CIMYM (or CIMAB, as applicable) and Oncoscience shall use
      reasonable efforts to reach agreement with CIMYM's (or CIMAB's, as
      applicable) other licensee(s) of TheraCIM h-R3 for the disclosure to
      Oncoscience of clinical data in respect of TheraCIM h-R3 that is generated
      by such licensee(s).


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<PAGE>

5      KNOW-HOW AND CONFIDENTIAL INFORMATION

5.1   Provision of Know-how. Upon Oncoscience's reasonable request, CIMYM shall
      supply Oncoscience with all Licensed Know-how in its possession that is
      specifically relevant to the development and commercialisation of TheraCIM
      h-R3 and that CIMYM is at liberty to disclose and has not previously been
      disclosed and which is reasonable necessary to enable Oncoscience to
      undertake the further development of Licensed Product. The Licensed
      Know-how shall be subject to the confidentiality provisions of Clause 0.
      The method of any such supply shall be as specified in Schedule 2 but
      shall not require CIMYM to undertake more than 5 man-days of work, unless
      otherwise agreed in writing between the Parties.

5.2   Status of Know-how. Oncoscience acknowledges that the Licensed Know-how is
      subject to further development. Accordingly, specific results cannot be
      guaranteed and any results, materials, information or other items,
      including the Licensed Know-how and inventions claimed in the Licensed
      Patent Rights (together "Delivered Items") provided under this Agreement
      are provided "as is" and without any express or implied warranties,
      representations or undertakings. As examples, but without limiting the
      foregoing, CIMYM does not give any warranty that Delivered Items are of
      merchantable or satisfactory quality, are fit for any particular purpose,
      comply with any sample or description, or are viable, uncontaminated, safe
      or non-toxic.

5.3   Use of Know-how. Oncoscience undertakes that for a period of 10 years from
      the date of first commercial sale of Licensed Product in the Territory or
      for so long as any substantial part of the Know-how remains subject to the
      obligations of confidence of Clause 0, whichever is the shorter, it will
      not use the Licensed Know-how for any purpose except as expressly licensed
      hereby and in accordance with the provisions of this Agreement.

5.4   Confidentiality obligations. Each Party ("Receiving Party") undertakes:

       (a)    to maintain as secret and confidential all Know-how and other
              technical or commercial information obtained directly or
              indirectly from the other Party ("Disclosing Party") in the course
              of or in anticipation of this Agreement and to respect the
              Disclosing Party's rights therein,

       (b)    to use the same exclusively for the purposes of this Agreement,
              and

       (c)    to disclose the same only to those of its employees, contractors
              and sub-licensees pursuant to this Agreement (if any) to whom and
              to the extent that such disclosure is reasonably necessary for the
              purposes of this Agreement.

5.5   Exceptions to obligations. The provisions of Clause 0 shall not apply to
      Know-how and other information which the Receiving Party can demonstrate
      by reasonable, written evidence:

       (a)    was, prior to its receipt by the Receiving Party from the
              Disclosing Party, in the possession of the Receiving Party and at
              its free disposal; or


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       (b)    is subsequently disclosed to the Receiving Party without any
              obligations of confidence by a third party who has not derived it
              directly or indirectly from the Disclosing Party; or

       (c)    is or becomes generally available to the public through no act or
              default of the Receiving Party or its agents, employees,
              Affiliates or sub-Licensees.

5.6   Disclosure to court, etc. If the Receiving Party is required to disclose
      confidential information to the courts of any competent jurisdiction, or
      to any government regulatory agency or financial authority, such
      disclosure shall not be a breach of Clause 0, provided that the Receiving
      Party shall (i) inform the Disclosing Party as soon as is reasonably
      practicable, and (ii) at the Disclosing Party's request seek to persuade
      the court, agency or authority to have the information treated in a
      confidential manner, where this is possible under the court, agency or
      authority's procedures.

5.7   Disclosure to employees. The Receiving Party shall procure that all of its
      employees, contractors, consultants, advisers and sub-licensees pursuant
      to this Agreement (if any) who have access to any of the Disclosing
      Party's information to which Clause 0 applies, shall be made aware of and
      subject to these obligations and shall have entered into written
      undertakings of confidentiality at least as restrictive as Clauses 0 and 0
      and which apply to the Disclosing Party's information.

6      MANUFACTURING AND SUPPLY

6.1    Clinical supply. CIMAB shall supply to Oncoscience, its Affiliates and
       sub-licensees, and Oncoscience shall purchase from CIMAB for its own use
       and that of its Affiliates and sub-licensees, in finished form with one
       hundred percent (100%) of Oncoscience's unit requirements of TheraCIM
       h-R3 and Licensed Product for all clinical development purposes. Such
       clinical requirements shall be supplied to Oncoscience:

       (a)    In respect of Oncoscience's requirements for clinical trials for
              the purposes of seeking Regulatory Approvals in the Field in the
              Territory, at a supply price of US$500 (five hundred US dollars)
              per gram. Payment will be made 50% in advance for each instalment
              of product that is ordered under this paragraph (a) when it is
              available for delivery. The second half of payment will be paid
              within 30 days after receiving the product.

       (b)    For all other supply for clinical purposes (including without
              limitation supply for Phase IV studies and for studies that are
              not required for obtaining Regulatory Approvals), a supply price
              equal to US$1,100 (one thousand one hundred US dollars) per gram.

6.2    Commercial Supply.

6.2.1  CIMAB shall supply to Oncoscience, and Oncoscience shall purchase from
       CIMAB, as active pharmaceutical ingredient, or if the Parties mutually
       agree at the time of entering into the supply agreement described in
       Clause 0, in finished form with one hundred percent (100%) of
       Oncoscience's unit requirements of Licensed Products for all commercial
       purposes. CIMAB may elect to have such requirements supplied to
       Oncoscience by one or more of CIMAB's Contract Manufacturer(s).
       Oncoscience's quantity requirements shall include those of its Affiliates


                                       11
<PAGE>

       and sub-licensees. The supply price that CIMAB or its Contract
       Manufacturer(s) shall charge to Oncoscience under this Clause 0 shall be:

       (a)    In respect of Licensed Product supplied by or on behalf of CIMAB
              until the third anniversary of the first commercial sale of
              Licensed Product in a Major Country, 25% of the Net Sales Value of
              Licensed Product in each country of the Territory; and

       (b)    Thereafter, 20% of the Net Sales Value of Licensed Product.

6.2.2  Notwithstanding the provisions of Clause 0, in no event shall the supply
       price charged to Oncoscience exceed 100% (one hundred percent) of
       competitive market rates for such supply. Competitive market rates shall
       be evidenced by formal quotes obtained from other third party
       manufacturers for comparable quality and quantities of supply.

6.3    Specifications. CIMAB undertakes that all Licensed Product supplied to
       Oncoscience will be manufactured in accordance with mutually agreed upon
       specifications (inclusive of specifications in an approved Marketing
       Authorization and Good Manufacturing Practices of the EMEA and the
       relevant regulatory authorities in the other countries in the Territory,
       and the relevant regulatory authorities in the countries of manufacture
       of the Licensed Product, and will not be adulterated or misbranded under
       applicable laws, regulations or guidelines, and that the manufacturer
       will have in force all necessary Regulatory Approvals for the manufacture
       of Licensed Product in accordance with such specifications for the
       purposes of supply and use of Licensed Product in all countries of the
       Territory, and will be in good standing with all Regulatory Authorities.

6.4    Right to Have Manufactured in Event of Default by CIMAB.

6.4.1    In the event that (a) CIMAB or CIMAB's Contract Manufacturer is
         unwilling or unable to manufacture to the specifications required by
         the relevant Regulatory Authority or by the terms of any relevant
         Regulatory Approval, or (b) the supply price charged Oncoscience
         exceeds the rate for supply described in Clause 0 and CIMAB or CIMAB's
         Contract Manufacturer is unwilling to reduce the supply price charged
         Oncoscience to meet such maximum permissible rate, Oncoscience shall
         have the right to have manufactured by a Third Party Manufacturer (as
         defined below) one hundred percent (100%) of its own clinical and
         commercial requirements of Licensed Product, in accordance with the
         provisions of Clause 0. In the event that CIMAB is unable to supply
         Oncoscience with its quantity requirements of Licensed Product (as
         described in Clauses 0 to 0) for a period of one or more Calendar
         Quarters in any given two-year period, Oncoscience shall have the right
         to have manufactured by a Third Party Manufacturer (as defined below)
         its own clinical and commercial requirements of Licensed Product, in
         accordance with the provisions of Clause 0, but Oncoscience shall
         continue to purchase at least 50% of its quantity requirements from
         CIMAB or CIMAB's Contract Manufacturer for as long as it is willing and
         able to do so.

6.4.2    To enable Oncoscience to have Licensed Product manufactured for it in
         accordance with Clause 0, the Parties shall, at the request of
         Oncoscience, make arrangements for the transfer of relevant CIMAB
         manufacturing technology and know-how to a manufacturer nominated by


                                       12
<PAGE>

         Oncoscience ("Third Party Manufacturer"). CIMAB shall supply such
         technology and know-how free of charge but without any obligation to
         bear any of Oncoscience's costs. Prior to the transfer of such
         manufacturing technology and know-how, the Third Party Manufacturer
         shall be required to enter into an agreement with CIMAB, on terms
         satisfactory to CIMAB, under which the Third Party Manufacturer shall
         undertake to keep CIMAB's manufacturing technology and know-how
         confidential and to use it only for the supply of Licensed Product to
         Oncoscience or its Affiliate or sub-licensee and only in circumstances
         where Clause 0 applies.

6.5    Supply Agreement. Licensed Product supplied by CIMAB or CIMAB's Contract
       Manufacturer(s) to Oncoscience for clinical and commercial purposes shall
       be supplied to Oncoscience pursuant to the terms of a separate Supply
       Agreement. Oncoscience and CIMAB shall use good faith efforts to
       negotiate and enter into such a supply agreement for commercial purposes
       at least six (6) months prior to the submission of a Regulatory
       Application for such Licensed Product in the Territory. In addition to
       more detailed terms regarding form of product, supply price,
       specifications, shortage of supply and default manufacturing rights as
       are specified in this Clause 5, each Supply Agreement shall contain
       forecast procedures, permitted variances from forecasted amounts, order
       and delivery times, quality control and quality assurance procedures,
       audits, yield ratios, maintenance of inventory, procedures and remedies
       for rejection of non-conforming product, record retention, compliance
       with laws, and other customary provisions. The terms of the Supply
       Agreement shall be consistent with the provisions of this Clause 0,
       unless otherwise agreed in writing by CIMAB and Oncoscience.

7      GRANT OF RIGHTS

7.1    Licensed Intellectual Property.

7.1.1    CIMYM hereby grants to Oncoscience, subject to the provisions of this
         Agreement:

         (a)  an exclusive licence in the Oncoscience Field and Territory
              (except that in Russia, Belarus and Ukraine it shall be a
              Co-Exclusive Licence in the Field) under the Licensed Patent
              Rights, with the right to sub-license, subject to clause 0 below,
              to develop, use and sell Licensed Product but only in the
              Oncoscience Field and Territory; and

         (b)  an exclusive licence in the Oncoscience Field and Territory
              (except that in Russia, Belarus and Ukraine it shall be a
              Co-Exclusive Licence in the Field) to use the Licensed Know-how,
              with the right to sub-license, subject to clause 0 below, to
              develop, use and sell Licensed Product but only in the Oncoscience
              Field and Territory; and

         (c)  an exclusive licence in the Oncoscience Field and Territory
              (except that in Russia, Belarus and Ukraine it shall be a
              Co-Exclusive Licence in the Field) to have Licensed Product
              manufactured for it by a Third Party Manufacturer, but only in the
              circumstances described in Clause 0.

7.1.2  In the event that CIMAB wishes to exercise its Co-Exclusive rights in
       Russia, Belarus or Ukraine, it shall notify Oncoscience of its intended
       activities in such countries, in particular to ensure that Oncoscience's
       rights under this Agreement are not adversely affected.

7.2    Arising Intellectual Property (including clinical data).


                                       13
<PAGE>

7.2.1  Arising Intellectual Property shall be owned by the Party (which for the
       purposes of this clause may include CIM) that invents or creates it, and
       if it is jointly invented or created by two or more of the Parties it
       shall be owned jointly by those Parties in equal, undivided shares,
       subject to the provisions of this Agreement including the following
       provisions:

       (a)    Recognising the contribution that CIM's scientists have made, and
              are continuing to make, to the development of TheraCIM h-R3, and
              the current stage of its development, the Parties anticipate that,
              as a matter of law, CIM scientists should be named as inventor(s)
              or joint inventor(s) of any new inventions made under this
              Agreement. Accordingly, unless the Party filing a patent
              application in respect of Arising Intellectual Property is advised
              by external patent counsel that such naming would prejudice the
              validity of the resulting Arising Patents, all Arising Patents
              shall be considered to have been jointly invented by
              representatives of CIM and Oncoscience, and accordingly shall be
              jointly owned by them in equal, undivided shares, subject to the
              provisions of this Agreement; and

       (b)    It is anticipated that Arising Know-how will be generated by
              clinicians and other Persons in the course of, or arising from,
              clinical studies that have been designed by the Joint Development
              Team. Accordingly, it is agreed that all Arising Know-how
              developed in, or arising from, the work performed under the
              Development and Commercialisation Plan shall be jointly owned by
              CIM and Oncoscience in equal, undivided shares, subject to the
              provisions of this Agreement; and

       (c)    Subject to paragraphs (a) and (b) above, where Arising
              Intellectual Property consists of an improvement to, or a new
              application of, Licensed Intellectual Property and, as a matter of
              law, is made solely by employees of Oncoscience, it shall be owned
              solely by Oncoscience.

7.2.2  CIMAB hereby grants and agrees to grant to Oncoscience an exclusive,
       fully paid-up and royalty-free, licence under Arising Intellectual
       Property in the Oncoscience Field and Territory, with the right to
       sub-license, to research, develop, make, have made, import, use, sell and
       otherwise deal in any and all products and processes in the Oncoscience
       Field and Territory.

7.2.3  Oncoscience hereby grants and agrees to grant to CIMYM and CIMAB an
       exclusive, fully paid-up and royalty-free, licence under Arising
       Intellectual Property in the CIMYM Field and Territory, with the right to
       sub-license, to research, develop, make, have made, import, use, sell and
       otherwise deal in any and all products and processes in the CIMYM Field
       and Territory.

7.3    Formal licences. If requested by Oncoscience, and at Oncoscience's
       administrative cost, the Parties shall execute such formal licences as
       may be necessary or appropriate for registration with Patent Offices and
       other relevant authorities in the Territory. In the event of any conflict
       in meaning between any such licence and the provisions of this Agreement,
       the provisions of this Agreement shall prevail. The Parties shall use
       reasonable endeavours to ensure that, to the extent permitted by relevant
       authorities, this Agreement shall not form part of any public record.


                                       14
<PAGE>

7.4    Sub-licensing. Oncoscience shall be entitled to grant sub-licences (which
       for the purposes of this clause shall include any option or right to
       acquire a sub-licence) of its rights under this Agreement to any person
       (including without limitation any Affiliate of Oncoscience), provided
       that:

       (a)    Oncoscience shall obtain CIMYM's prior written consent to the
              execution of each sub-licence agreement, and such consent shall
              not be unreasonably withheld or delayed;

       (b)    the royalties and other consideration provided for in the
              sub-licence shall be at an amount or rate which is not less than
              the amount or rate provided for in this Agreement;

       (c)    the scope of the sub-licence shall not exceed the scope of the
              licence granted under this Agreement and, in particular, shall not
              include any manufacturing rights;

       (d)    the sub-licence shall include obligations on the sub-licensee
              which are equivalent to the obligations on Oncoscience under this
              Agreement (and the sub-licensee shall not have any right to grant
              sub-sub-licences without CIMYM's prior written agreement);

       (e)    if agreed between CIMYM and the sub-licensee, the sub-licence
              shall continue in force as an agreement between CIMYM (in place of
              Oncoscience) and the sub-licensee or, if no such agreement is
              made, the sub-licence shall terminate automatically on the
              termination of this Agreement for any reason;

       (f)    within 30 days of the grant of any sub-licence Oncoscience shall
              provide to CIMYM a true copy of it; and

       (g)    Oncoscience shall be responsible for any breach of the sub-licence
              by the sub-licensee, as if the breach had been that of Oncoscience
              under this Agreement, and Oncoscience shall indemnify CIMYM
              against any loss, damages, costs, claims or expenses which are
              awarded against or suffered by CIMYM as a result of any such
              breach by the sub-licensee.

7.5    Reservation of rights within Field and Territory. For the avoidance of
       doubt, CIMYM reserves the right for itself and its licensees and assigns
       to use TheraCIM h-R3 and the Licensed Intellectual Property in the
       Oncoscience Field and Territory with the prior consent of Oncoscience (a)
       for the purposes of research; and/or (b) for the purposes of development
       (including clinical trials) of products with a view to obtaining
       regulatory approval for such products in the CIMYM Field and Territory.
       If CIMYM wishes to conduct research or development activities in the
       Oncoscience Field and Territory in accordance with the provisions of this
       clause, it will so inform Oncoscience and give Oncoscience a first
       opportunity to propose terms for an agreement with CIMYM under which
       Oncoscience would assist CIMYM with such activities at the cost of CIMYM.
       It is understood and agreed that CIMYM will be required under regulatory
       GCP to retain archive samples of materials.

7.6    No other licence. It is acknowledged and agreed that no licence is
       granted by CIMYM to Oncoscience other than the licence(s) expressly
       granted by the provisions of this clause 0. Without prejudice to the


                                       15
<PAGE>

       generality of the foregoing CIMYM reserves all rights under the Licensed
       Intellectual Property in the CIMYM Field and Territory.

7.7    Quality. Oncoscience shall ensure that all Licensed Product marketed by
       it and its sub-licensees is of satisfactory quality and complies with all
       applicable laws and regulations in each part of the Territory.

7.8    Acknowledgment by CIMAB. CIMAB acknowledges and agrees that CIMYM has
       been granted the necessary rights and licences to enable it to grant the
       licences referred to in Clauses 7.1 and 7.4 of this Agreement.

8     PAYMENTS

8.1    Payments prior to reaching Payment Cap. Until such time as the total
       amount of payments made by Oncoscience to CIMYM under this Clause 0
       reaches US[*] ([*] US dollars) (excluding VAT or other taxes or charges
       and excluding the amount of any payments from Oncoscience to CIMYM in
       respect of the supply of products, materials or services) (the "Payment
       Cap"), Oncoscience shall pay to CIMYM the following amounts:

       (a)    [*]% ([*] percent) of all Milestone Receipts, which shall be
              payable within 30 (thirty) days of any such Milestone Receipt
              being received by Oncoscience or its Affiliate; and

       (b)    a royalty of [*]% ([*] percent) of Net Sales
              Value of all Licensed Product.

8.2    Payments after reaching Payment Cap.

8.2.1  Royalties. After the total amount of payments made by Oncoscience to
       CIMYM under Clause 0 has reached the Payment Cap, Oncoscience shall pay
       to CIMYM a royalty on cumulative Net Sales Value of Licensed Product in
       each Calendar Year, at the following incremental rates:

      --------------------------------------------------------------------------
      Incremental Net Sales Value in Calendar Year               Royalty rate
      --------------------------------------------------------------------------
      Less than or equal to US$[*]                               [*]%
      --------------------------------------------------------------------------
      Greater than US$[*]and                                     [*]%
      less than or equal to US$[*]
      --------------------------------------------------------------------------
      Greater than US$[*]and                                     [*]%
      less than or equal to US$[*]
      --------------------------------------------------------------------------
      Greater than US$[*]                                        [*]%
      --------------------------------------------------------------------------

       Example: If in a particular Calendar Year, cumulative Net Sales Value
       amounts to US$[*],the following royalties would be payable under this
       clause:

       (i)    [*]% on the first US$[*] of Net Sales Value =            US$[*]
       (ii)   [*]% on the next US$[*] of Net Sales Value =             US$[*]
       (iii)  [*]% on the remaining US$[*] of Net Sales Value =        US$[*]
                                                                      ----------
       (iv)   Total amount of royalty due in Calendar Year =           US$[*]


                                       16
<PAGE>

8.2.2  Windfall Milestone Receipts. If the total amount of Milestone Receipts
       obtained by Oncoscience and its Affiliates exceeds US$[*] ([*] US
       dollars) (the "Higher Threshold"), then Oncoscience shall pay to CIMYM
       20% of the amount by which Milestone Receipts exceeds the Higher
       Threshold, provided that the maximum payment shall be (a) US$[*] if such
       amounts are received after completion of Phase III trials of the Licensed
       Product in the Territory in any indication, or (b) US$[*] if such amounts
       are received prior to the completion of Phase III trials of Licensed
       Product in the Territory in any indication. Such payments shall be made
       within 30 (thirty) days of any such Milestone Receipt in excess of the
       Higher Threshold being received by, or becoming due to, Oncoscience or
       its Affiliate.

8.3    Payment dates. Royalties due under this Agreement shall be paid within 90
       days of the end of each Calendar Quarter, in respect of sales of Licensed
       Product made during such Calendar Quarter, and within 120 days of the
       termination of this Agreement.

8.4    Payment terms.  All sums due under this Agreement:

       (a)    are exclusive of Value Added Tax which where applicable will be
              paid by Oncoscience to CIMYM in addition;

       (b)    shall be paid in US dollars (or such other currency as the Parties
              may agree) and, in the case of sales or sub-license income
              received by Oncoscience in a currency other than US dollars, the
              income shall be calculated in the other currency and then
              converted into equivalent US dollars at the purchasing rate for US
              dollars as quoted by Kreissparkase Sudholstein
              Friedrich-Ebert-Damm 38-40 25431 Pinneburg in Germany as at the
              close of business on the last business day of the quarterly period
              with respect to which the payment is made;

       (c)    shall be made without deduction of income tax or other taxes
              charges or duties that may be imposed, except insofar as
              Oncoscience is required to deduct the same to comply with
              applicable laws. The Parties shall cooperate and take all steps
              reasonably and lawfully available to them to avoid deducting such
              taxes and to obtain double taxation relief. If Oncoscience is
              required to make any such deduction it shall provide CIMYM with
              such certificates or other documents as it can reasonably obtain
              to enable CIMYM to obtain appropriate relief from double taxation
              of the payment in question; and

       (d)    shall be made by the due date, failing which CIMYM may charge
              interest on any outstanding amount on a daily basis at a rate
              equivalent to 3% above the US prime lending rate then in force.

8.5    Exchange controls, etc. If at any time during the continuation of this
       Agreement Oncoscience is prohibited from making any of the payments
       required hereunder by a governmental authority in any country then
       Oncoscience will within the prescribed period for making the said
       payments in the appropriate manner use its best endeavours to secure from
       the proper authority in the relevant country permission to make the said
       payments and will make them within 7 days of receiving such permission.
       If such permission is not received within 30 (thirty) days of Oncoscience
       making a request for such permission then, at the option of CIMYM,
       Oncoscience shall deposit the royalty payments due in the currency of the
       relevant country either in a bank account designated by CIMYM within such


                                       17
<PAGE>

       country or such royalty payments shall be made to an associated company
       of CIMYM designated by CIMYM and having offices in the relevant country
       designated by CIMYM.

8.6    Royalty statements. Oncoscience shall send to CIMYM at the same time as
       each royalty payment is made in accordance with clause 0 a statement
       setting out, in respect of each country in which Licensed Product is
       sold, the types of Licensed Product sold, the quantity of each type sold,
       and the total Net Sales Value in respect of each type, expressed both in
       local currency and US dollars and showing the conversion rates used,
       during the period to which the royalty payment relates.

8.7    Records

8.7.1  Oncoscience shall keep at its normal place of business detailed and up to
       date records and accounts showing the quantity, description and Net Sales
       Value of Licensed Product, all the documents corresponding to the
       deductions, and the amount of Milestone Receipts received by it in
       respect of Licensed Product, on a country by country basis, and being
       sufficient to ascertain the payments due under this Agreement.

8.7.2  Oncoscience shall make such records and accounts available, on reasonable
       notice, for inspection during business hours by an independent chartered
       accountant nominated by CIMYM for the purpose of verifying the accuracy
       of any statement or report given by Oncoscience to CIMYM under clause 0.
       The accountant shall be required to keep confidential all information
       learnt during any such inspection, and to disclose to CIMYM only such
       details as may be necessary to report on the accuracy of Oncoscience's
       statement or report. CIMYM shall be responsible for the accountant's
       charges unless the accountant certifies that there is an inaccuracy of
       more than 5% (five percent) in any royalty statement, in which case
       Oncoscience shall pay his charges in respect of that inspection. If the
       inspection shows that Oncoscience owes a payment to CIMYM under this
       Agreement, Oncoscience shall promptly make such payment.

8.7.3  Oncoscience shall ensure that CIMYM has the same rights as those set out
       in this Clause 8.7 in respect of any Affiliate or sub-licensee of
       Oncoscience that is sub-licensed under Licensed Intellectual Property
       pursuant to this Agreement.

9     DILIGENCE

9.1    Oncoscience shall use Diligent and Reasonable Efforts to develop and
       commercially exploit Licensed Product to the maximum extent throughout
       the Territory. Without limiting Oncoscience's obligations under the
       previous sentence of this Clause 0, Oncoscience shall develop and
       commercially exploit Licensed Product in accordance with the Development
       and Commercialisation Plan.

9.2    If CIMYM considers at any time during the period of this Agreement that
       Oncoscience has without legitimate reason failed to comply with its
       obligations under Clause 0, CIMYM shall be entitled to refer to an
       independent expert the following questions:

       (a)    whether Oncoscience has complied with such obligations; and if not

       (b)    what specific action Oncoscience should have taken ("Specific
              Action") in order to have so complied.


                                       18
<PAGE>

9.3    The independent expert shall be appointed in accordance with the
       provisions of Schedule 4 and his decision shall be final and binding on
       the Parties.

9.4    If the expert determines that Oncoscience has failed to comply with its
       obligations under this Clause 0, and if Oncoscience fails to take the
       Specific Action within 6 months of the expert giving his decision in
       accordance with Schedule 4, CIMYM shall be entitled, by giving, at any
       time within 3 months after the end of that 6 month period, not less than
       3 months' notice to terminate this Agreement and the licences granted to
       Oncoscience under Clause 0.

10    INTELLECTUAL PROPERTY

10.1   Obtain and maintain the Licensed Patent Rights. CIMYM shall, at its cost
       and expense:

       (a)    Diligently seek to obtain valid patents in the name of CIM
              pursuant to each of the patent applications listed in Schedule 1;
              and

       (b)    pay all renewal fees in respect of the Licensed Patent Rights as
              and when due.

       provided that if CIMYM elects to abandon any such application or not to
       maintain any such Licensed Patent (or to cease funding such application
       or patent) it shall give 3 months' prior written notice to Oncoscience
       and on the expiry of such notice period CIMYM shall cause the patent or
       patent application in question to be assigned to Oncoscience and CIM
       shall have no continuing rights under such Licensed Patents.

10.2   Obtain and maintain the Arising Patents. The Parties shall consult with
       one another in relation to the filing and maintenance of any Arising
       Patents in respect of any inventions made by Oncoscience, its Affiliates
       or sub-licensees that relate to any of the Licensed Intellectual Property
       or the Licensed Product ("Arising Inventions"). Oncoscience shall, or
       shall ensure that its Affiliate or sub-licensee shall, at its own cost
       and expense:

       (a)    Diligently seek to obtain valid patents (in the name of the
              relevant Parties as specified in Clause 0) in respect of any
              Arising Inventions; and

       (b)    pay all renewal fees in respect of the Arising Patents as and when
              due;

       provided that if Oncoscience, its Affiliate or sub-licensee wishes to
       abandon any such application or not to maintain any such Arising Patent
       (or to cease funding such application or patent) Oncoscience shall give 3
       months' prior written notice to CIMYM and on the expiry of such notice
       period Oncoscience shall cause the patent or patent application in
       question to be assigned to CIM and Oncoscience shall have no continuing
       rights under such Arising Patents.

10.3   Infringement of the Patents

10.3.1 Each Party shall inform the other Party promptly if it becomes aware of
       any infringement or potential infringement of any of the Patents in the
       Oncoscience Field and Territory, and the Parties shall consult with each
       other to decide the best way to respond to such infringement.


                                       19
<PAGE>

10.3.2 Oncoscience shall be responsible, at its discretion, for taking action
       against infringers of the Licensed Patents in the Oncoscience Field and
       Territory at its sole expense, and it shall be entitled to retain any
       damages or other payments or benefits obtained by such action in the
       Oncoscience Field and Territory, after reimbursing CIMYM and CIMAB for
       any reasonable expenses incurred in assisting it in such action. If
       Oncoscience declines to take action, then CIMYM shall be entitled to take
       action against the third party at CIMYM's sole expense and CIMYM shall be
       entitled to all damages or other sums received from such action, after
       reimbursing Oncoscience for any reasonable expenses incurred in assisting
       it in such action. If the alleged infringement is both within and outside
       the Oncoscience Field and Territory, the Parties shall also co-operate
       with CIMYM's and CIMAB's other licensees (if any) in relation to any such
       action and shall divide the costs of such action proportionately among
       Oncoscience and CIMYM's and CIMAB's other licensees who participate in
       such action. The apportionment of costs between licensees shall be
       decided by CIMYM, acting reasonably.

10.4   Infringement of third party rights

10.4.1 If any warning letter or other notice of infringement is received by a
       Party, or legal suit or other action is brought against a Party, alleging
       infringement of third party rights in the manufacture, use or sale of the
       Licensed Product or use of any Patents, that Party shall promptly provide
       full details to the other Party, and the Parties shall discuss the best
       way to respond.

10.4.2 CIMYM shall have the right but not the obligation to defend such suit and
       shall have the right to settle with such third party, provided that if
       any action or proposed settlement involves the making of any statement,
       express or implied, concerning the validity of any Patent, the consent of
       Oncoscience must be obtained before taking such action or making such
       settlement, such consent not to be unreasonably withheld or delayed.

10.5   Third party intellectual property. For the avoidance of doubt Oncoscience
       shall be solely responsible for obtaining and paying for any additional
       licences and other rights that may be required to enable Oncoscience, its
       Affiliates or sub-licensees to commercialise Licensed Product in the
       Territory. If the sale of TheraCIM h-R3 is found to infringe the
       intellectual property rights of a third party, and results in the payment
       of royalties or other compensation by Oncoscience (or its Affiliate or
       sub-licensee) to the third party, Oncoscience may reduce its royalty
       payments to CIMYM, the reduction to be in the amount of 50% (fifty
       percent) of the royalties or other compensation paid to the third party
       in respect of sales of Licensed Product in the Territory, subject to the
       following conditions:

       (a)    The reduction shall not exceed 1.5% (one and a half percent) of
              Net Sales Value with respect to the country(ies) in the Territory
              for which payments are being made to the third party. For example,
              if in the absence of this Clause the royalty due from Oncoscience
              to CIMYM on the sale of a Licensed Product is 15% (fifteen
              percent) of Net Sales Value, the royalty following such deduction
              shall not be reduced below 13.5% (thirteen and a half percent).

       (b)    Such reductions shall only be made where the third party liability
              arises from the use of the inventions claimed in the Licensed
              Patents and shall not be made in respect of any other inventions,


                                       20
<PAGE>

              improvements or other features that Oncoscience chooses to
              incorporate into the Licensed Product.

10.6   Product names. Oncoscience shall be responsible for deciding, in
       consultation with CIMYM, the trade mark to be applied to the Licensed
       Product in the Oncoscience Field and Territory. Oncoscience will be
       responsible for applying for any such trade mark in the Territory, at its
       sole cost. CIMYM acknowledges that it has no objection to the trade mark
       "Theraloc". CIMYM will be responsible for applying for an international,
       non-proprietary name ("INN") for the Licensed Product at its sole cost.
       Oncoscience acknowledges that it has no objection to the INN "CIMAZUMAB".

11       WARRANTIES AND LIABILITY

11.1   Warranties by CIMYM. CIMYM warrants that:

       (a)    subject to Clause 0, it is the owner or exclusive licensee of the
              Licensed Patent Rights; and

       (b)    it has not done, and will not do nor agree to do during the
              continuation of this Agreement, any of the following things if to
              do so would be inconsistent with the exercise by Oncoscience of
              the rights granted to it under this Agreement, namely:

              (i)    grant or agree to grant any rights in the Licensed Patent
                     Rights in the Oncoscience Field and Territory; or

              (ii)   assign, mortgage, charge or otherwise transfer any of the
                     Licensed Patent Rights; and

       (a)    it is not aware (but without having carried out any searches or
              investigations) that any third party (other than CIMYM's
              licensor(s)) owns or claims any rights in the Licensed Patent
              Rights.

11.2   Warranty by Oncoscience. Oncoscience warrants and undertakes (a) that it
       has, and will continue to have, sufficient financial and other resources
       to fulfil its obligations under this Agreement, and (b) that it has
       obtained all necessary authorisations from its supervisory board and
       investors to use such resources and fulfil such obligations.

11.3   No other warranties

11.3.1 Each of Oncoscience and CIMYM acknowledges that, in entering into this
       Agreement, it does not do so in reliance on any representation, warranty
       or other provision except as expressly provided in this Agreement, and
       any conditions, warranties or other terms implied by statute or common
       law are excluded from this Agreement to the fullest extent permitted by
       law.

11.3.2 Without limiting the scope of Clause 0, CIMYM does not give any warranty,
       representation or undertaking:-

       (a)    as to the efficacy or usefulness of any of the Licensed
              Intellectual Property; or


                                       21
<PAGE>

       (b)    that any of the Licensed Patent Rights is or will be valid or
              subsisting or (in the case of an application) will proceed to
              grant; or

       (c)    that the use of any of the Licensed Intellectual Property, the
              manufacture, sale or use of the Licensed Product or the exercise
              of any of the rights granted under this Agreement will not
              infringe any other intellectual property or other rights of any
              other person; or

       (d)    that the Licensed Know-how or any other information or materials
              communicated or provided by CIMYM to Oncoscience under or in
              connection with this Agreement will produce Licensed Product of
              satisfactory quality or fit for the purpose for which Oncoscience
              intended; or

       (e)    as imposing any obligation on CIMYM to bring or prosecute actions
              or proceedings against third parties for infringement or to defend
              any action or proceedings for revocation of any of the Licensed
              Patent Rights; or

       (f)    as imposing any liability on CIMYM in the event that any third
              party supplies Licensed Product to customers located in the
              Territory.

11.4   Indemnity and insurance. Oncoscience shall indemnify and hold harmless
       CIMYM, CIMYM and (except as otherwise provided in any Supply Agreement)
       CIMAB and their respective Affiliates and their respective officers,
       employees, consultants, agents and representatives (the "Indemnitees")
       against all third party Claims which may be asserted against or suffered
       by any of the Indemnitees and which relate to:

       (a)    the use of any Delivered Items; or

       (b)    the manufacture, distribution, sale, supply or use of the Licensed
              Product or any other products or services which incorporate any
              Delivered Items,

       by or on behalf of Oncoscience, its Affiliates or sub-licensees, or
       subsequently by any third party, including without limitation claims
       based on product liability laws. For the duration of this Agreement,
       Oncoscience shall, or shall ensure that its sub-licensee shall, maintain
       clinical trials and product liability insurance with a reputable insurer
       in an amount not less than the minimum amount required by law or best
       industry practice in each country of the Territory (or, in any country,
       if no such law or practice exists in that country, in an amount of at
       least UK(pound)5,000,000 (five million pounds sterling) per claim or
       series of claims).

11.5   Liability. Subject to clause 0, but notwithstanding any other provision
       of this Agreement, no Party shall be liable to any other Party to this
       Agreement in contract, tort, negligence, breach of statutory duty or
       otherwise for any loss, damage, costs or expenses of any nature
       whatsoever incurred or suffered by that other party or its Affiliates of
       an indirect or consequential nature including without limitation any
       economic loss or other loss of turnover, profits, business or goodwill.

12       DURATION AND TERMINATION

12.1   Commencement and Termination by Expiry. This Agreement, and the licences
       granted hereunder, shall come into effect on the Commencement Date and,
       unless terminated earlier in accordance with this Clause 0, shall


                                       22
<PAGE>

       continue in force on a country by country basis in the Territory until
       the latest of:

       (a)    The date on which all the Licensed Patents have expired or been
              revoked in that country without a right of further appeal, and

       (b)    The date on which any Orphan Drug Status for Licensed Product in
              that country has expired; and

       (c)    The tenth anniversary of the date of the first commercial sale of
              Licensed Product in that country by Oncoscience, its Affiliate or
              sub-licensee or, if that country is part of the European Union,
              the tenth anniversary of the date of the first commercial sale of
              the Licensed Product in the European Union by Oncoscience, its
              Affiliate or sub-licensee;

       and on such date this Agreement and the licences granted hereunder shall
       terminate automatically by expiry.

12.2   Early termination

12.2.1 Oncoscience may terminate this Agreement at any time on 90 days notice in
       writing to CIMYM.

12.2.2 Without prejudice to any other right or remedy, either of CIMYM or
       Oncoscience may terminate this Agreement at any time by notice in writing
       to the other of them ("Other Party"), such notice to take effect as
       specified in the notice:

       (a)    if the Other Party (which in the case of Oncoscience shall include
              any Affiliate or sub-licensee of Oncoscience) is in material
              breach of this Agreement and, in the case of a breach capable of
              remedy within 90 days, the breach is not remedied within 90 days
              of the Other Party receiving notice specifying the breach and
              requiring its remedy; or

       (b)    if the Other Party (which in the case of Oncoscience shall include
              any Affiliate or sub-licensee of Oncoscience) becomes insolvent,
              or if an order is made or a resolution is passed for the winding
              up of the Other Party (other than voluntarily for the purpose of
              solvent amalgamation or reconstruction), or if an administrator,
              administrative receiver or receiver is appointed in respect of the
              whole or any part of the Other Party's assets or business, or if
              the Other Party makes any composition with its creditors or takes
              or suffers any similar or analogous action in consequence of debt;
              or

       (c)    if the first Phase II clinical trial for the Licensed Product in
              the Field in the Territory has not commenced within a period of
              two years after the Commencement Date; or

       (d)    if the first Regulatory Approval for marketing the Licensed
              Product in the Field in the Territory is not obtained within a
              period of five years after the Commencement Date.


                                       23
<PAGE>

12.2.3   CIMYM may forthwith terminate this Agreement by giving written notice
         to Oncoscience if Oncoscience or its Affiliate or sub-licensee
         commences legal proceedings, or assists any third party to commence
         legal proceedings, to challenge the validity of any of the Patents.

12.2.4   The Parties acknowledge and agree that Oncoscience's remedy for any
         breach by CIMAB of its obligations under Clause 0 shall be as set out
         in Clause 0 or in any Supply Agreement that CIMAB and Oncoscience may
         execute pursuant to Clause 0. Accordingly, breach of Clause 0 shall not
         entitle any Party to terminate this Agreement.

12.3   Consequences of termination

12.3.1 Upon termination of this Agreement for any reason otherwise than in
       accordance with Clause 0:

       (a)    If termination occurs after the first commercial sale of Licensed
              Product, Oncoscience and its sub-licensees shall be entitled to
              sell, use or otherwise dispose of (subject to payment of royalties
              under clause 0) any unsold or unused stocks of the Licensed
              Product for a period of 6 months following the date of
              termination; and if termination occurs prior to the first
              commercial sale of Licensed Product, Oncoscience shall forthwith
              return all such stocks of Licensed Product and Licensed Know-how
              to CIMYM free of charge;

       (b)    subject to paragraph (a) above, Oncoscience shall no longer be
              licensed to use or otherwise exploit in any way, either directly
              or indirectly, any of the Licensed Intellectual Property;

       (c)    subject to paragraph (a) above, Oncoscience shall consent to the
              cancellation of any formal licence granted to it, or of any
              registration of it in any register, in relation to any of the
              Licensed Patent Rights;

       (d)    the provisions of the following clauses shall continue in force
              without limit of time, except that the continuing obligations
              under Clause 0, referred to in paragraph (i) below, shall survive
              for a period of 5 years from the termination of this Agreement:

              (i)    clauses 0 (except that Oncoscience shall not have any
                     continuing right to use Licensed Know-how or any other
                     information received from CIMYM or CIMAB), 00 (subject to
                     clause 0) (and no further disclosure may be made by
                     Oncoscience under clause 0);

              (ii)   clause 0 (in respect of sales of Licensed Product made
                     prior to termination, or after termination under the first
                     part of clause 0(a)); and

              (iii)  clause 0 and 0; and

       (e)    subject as provided in this Clause 0 and 0, and except in respect
              of any accrued rights, neither Party shall be under any further
              obligation to the other.

12.3.2   Upon termination of this Agreement for any reason otherwise than in
         accordance with Clause 0 and at CIMYM's request, Oncoscience shall,
         without charge to, or other obligation on the part of, CIMYM:


                                       24
<PAGE>

       (a)    transfer to CIMYM exclusively all clinical and other data relating
              to the development of Licensed Product;

       (b)    to the extent possible, seek to have any Regulatory Approvals
              (including without limitation product licences and pricing
              approvals) and other permits and applications transferred into the
              name of CIMYM or its nominee;

       (c)    grant CIMYM an exclusive, worldwide licence, with the rights to
              grant sub-licences, under all Arising Intellectual Property and
              any improvements and other intellectual property owned or
              controlled by Oncoscience relating to Licensed Product; and

       (d)    grant CIMYM or its nominee the right to continue to use any
              product name that had been applied to the Licensed Product prior
              to termination of this Agreement.

13       GENERAL

13.1   Force majeure. Neither Party shall have any liability or be deemed to be
       in breach of this Agreement for any delays or failures in performance of
       this Agreement which result from circumstances beyond the reasonable
       control of that Party, including without limitation labour disputes
       involving that Party. The Party affected by such circumstances shall
       promptly notify the other Party in writing when such circumstances cause
       a delay or failure in performance and when they cease to do so.

13.2   Language and Amendment. This Agreement is made in the English language
       and may only be amended in the English language in writing signed by duly
       authorised representatives of the Parties. In the event of any conflict
       in meaning between the English language version and any translation of
       this Agreement, the English language version shall prevail.

13.3   Assignment and third party rights.

13.3.1   Subject to clause 0 below, no Party shall assign, mortgage, charge or
         otherwise transfer any rights or obligations under this Agreement, nor
         any of the Patents or rights under the Patents, without the prior
         written consent of the other Parties.

13.3.2   With the prior written consent of the other Parties, a Party may assign
         all its rights and obligations under this Agreement together with its
         rights in the Patents to any company to which it transfers all or
         substantially all of its assets or business in the Field, provided that
         the assignee undertakes to the other Party to be bound by and perform
         the obligations of the assignor under this Agreement.

13.4   Waiver. No failure or delay on the part of either Party to exercise any
       right or remedy under this Agreement shall be construed or operate as a
       waiver thereof, nor shall any single or partial exercise of any right or
       remedy preclude the further exercise of such right or remedy.

13.5   Invalid clauses. If any provision or part of this Agreement is held to be
       invalid, amendments to this Agreement may be made by the addition or
       deletion of wording as appropriate to remove the invalid part or
       provision but other wise retain the provision and the other provisions of
       this Agreement to the maximum extent permissible under applicable law.


                                       25
<PAGE>

13.6   No Agency. Neither Party shall act or describe itself as the agent of the
       other, nor shall it make or represent that it has authority to make any
       commitments on the other's behalf.

13.7   Interpretation. In this Agreement:

       (a)    the headings are used for convenience only and shall not affect
              its interpretation;

       (b)    references to persons shall include incorporated and
              unincorporated persons; references to the singular include the
              plural and vice versa; and references to the masculine include the
              feminine;

       (c)    references to Clauses and Schedules mean clauses of, and schedules
              to, this Agreement;

       (d)    references to any Party shall include their permitted successors
              and permitted assignees;

       (e)    references to any licence shall mean, where the context requires,
              a sub-licence;

       (f)    where the word "including" is used, it shall be understood as
              meaning "including without limitation"; and

       (g)    references to the grant of "exclusive" rights shall mean that the
              person granting the rights shall neither grant the same rights (in
              the same Field and Territory and in respect of the same Licensed
              Product) to any other person, nor exercise those rights directly
              to the extent that and for as long as the Licensed Product is
              within Valid Claims of unexpired Licensed Patent Rights or, to the
              extent that the Licensed Product is protected by Licensed Know-how
              that have not become known and available to the public, for a
              period of 10 years from the first commercial sale of Licensed
              Product in any part of the Territory.

13.8   Notices

13.8.1   Any notice to be given under this Agreement shall be in writing and
         shall be sent by first class mail, air mail or by courier, or by fax
         (confirmed by first class mail or air mail) to the address of the
         relevant Party set out at the head of this Agreement, or to the
         relevant fax number set out below, or such other address or fax number
         as that Party may from time to time notify to the other Party in
         accordance with this Clause 0. The fax numbers of the Parties are as
         follows:

         Party                                              Fax number

         CIMYM                                              001 o
         CIMAB                                              0053 7 33 3509
         Oncoscience                                        0049 4103 1808 820


                                       26
<PAGE>

13.8.2   Notices sent as above shall be deemed to have been received three
         working days after the day of posting (in the case of inland first
         class mail or national courier), or seven working days after the date
         of posting (in the case of air mail or international courier), or on
         the next working day after transmission (in the case of fax messages,
         but only if a transmission report is generated by the sender's fax
         machine recording a message from the recipient's fax machine,
         confirming that the fax was sent to the number indicated above and
         confirming that all pages were successfully transmitted).

13.9   Law and Jurisdiction. The validity, construction and performance of this
       Agreement shall be governed by English law. Any dispute arising out of or
       in connection with this Agreement, including any question regarding its
       existence, validity or termination, shall be referred to and finally
       resolved by arbitration by a single arbitrator in London under the Rules
       of the London Court of International Arbitration (the "Rules"), which
       Rules are deemed to be incorporated by reference into this clause. The
       language to be used in the arbitral proceedings shall be English. The
       arbitrator shall be chosen by the Parties or, failing agreement as to the
       choice of arbitrator within 28 days of one Party requesting that an
       arbitrator by chosen, appointed in accordance with the Rules. However,
       nothing in this Agreement shall prevent a Party from seeking an interim
       injunction in any court of competent jurisdiction.

13.10  Further action. Each Party agrees to execute, acknowledge and deliver
       such further instruments, and do all further similar acts, as may be
       necessary or appropriate to carry out the purposes and intent of this
       Agreement.

13.11  Announcements. Neither Party shall make any press or other public
       announcement concerning any aspect of this Agreement, or make any use of
       the name of the other Party in connection with or in consequence of this
       Agreement, without the prior written consent of the other Party, except
       as may be required by law or by the rules of any stock exchange on which
       either Party is listed. The Parties shall agree a form of press release
       for issue on signature of this Agreement.

13.12  Entire agreement. This Agreement, including its Schedules, sets out the
       entire agreement between the Parties relating to its subject matter and
       supersedes all prior oral or written agreements, arrangements or
       understandings between them relating to such subject matter. The Parties
       acknowledge that they are not relying on any representation, agreement,
       term or condition that is not set out in this Agreement. Nothing in this
       Agreement excludes liability for fraud.

13.13  Third party rights. Each of the persons identified as Indemnities in
       Clause 0 may in his own right enforce the provisions of those respective
       Clauses. Except as provided in the previous sentence of this Clause 0,
       this Agreement is not made for the benefit of, nor shall any of its
       provisions be enforceable by, any person other than the parties to this
       Agreement and their respective successors and permitted assignees.

13.14  Non-compete. Oncoscience warrants, represents, acknowledges and agrees,
       in respect of it and its Affiliates, that:

       (a)    they do not have any interest in any technology that competes with
              the Licensed Intellectual Property, nor is any of them engaged in
              any research or development activities with respect to any product
              that would compete with the Licensed Products; and


                                       27
<PAGE>

       (b)    for as long as this Agreement remains in force, they will not
              enter into any agreement with any Person other than CIMAB or CIMYM
              for the development or marketing of any product that is, or
              contains, (i) any other anti-EGF-receptor inhibitor, (ii) any
              product or component or sequence of EGF-R, EGF-R ligands, or any
              small tyrosine kinase inhibitor.

AGREED by the Parties through their authorised signatories:

                        For and on behalf of CIMYM, INC.

"Maria Nicholls"                         "Paul W Haddy"
------------------------                 -----------------------------
signed                                   signed

Maria Nicholls                           Paul W Haddy"
------------------------                 -----------------------------
print name                               print name

Director                                 Director
------------------------                 -----------------------------
title                                    title

November 17, 2003                        Nov 17, 2003
------------------------                 -----------------------------
date                                     date



                         For and on behalf of CIMAB S.A.


"Norkis Arteaga Morales"
------------------------
signed

Norkis Arteaga Morales
------------------------                 -----------------------------
print name                               signed

Vice-President
------------------------                 -----------------------------
title                                    print name

6/11/03                                  -----------------------------
------------------------                 title
date
                                         -----------------------------
                                         date



                                       28
<PAGE>

                       For and on behalf of ONCOSCIENCE AG


"F. Bach"
------------------------                 -----------------------------
signed                                   signed

F. Bach
------------------------                 -----------------------------
print name                               print name

President
------------------------                 -----------------------------
title                                    title

07/11/2003
------------------------                 -----------------------------
date                                     date




                                       29
<PAGE>


                                   SCHEDULE 1

                             Licensed Patent Rights

The patents and patent applications listed in this Schedule are, or may become,
relevant to this Agreement, but they also contain other rights not licensed
under this Agreement. Thus their inclusion here is limited to the extent if any
that they would protect the exploitation of Licensed Product for use within the
Field.

Monoclonal Antibodies Recognizing the Epidermal Growth Factor Receptor, Cells
and Methods for Their Production and Compositions Containing Them (mR3)

<TABLE>
<CAPTION>
--------------- --------------- --------------- --------------- -------------- --------------- --------------
COUNTRY         FILING DATE     SERIAL NO.      PUBLN DATE      PUBLN NO.      ISSUE DATE      PATENT NO.
--------------- --------------- --------------- --------------- -------------- --------------- --------------
<S>             <C>             <C>             <C>             <C>            <C>             <C>
Europe(1)       18 Aug 93       93202428.4      09 Mar 94       586002         Granted         586002
--------------- --------------- --------------- --------------- -------------- --------------- --------------
</TABLE>

[territories of grant within Europe to be confirmed by CIMYM to Oncoscience]


HUMANIZED AND CHIMERIC ANTIBODIES FOR EGF RECEPTOR USED IN DIAGNOSIS AND THERAPY
OF TUMOURS (HR3)

<TABLE>
<CAPTION>
--------------- --------------- --------------- --------------- -------------- --------------- --------------
COUNTRY         FILING DATE(2)  SERIAL NO.      PUBLN DATE      PUBLN NO.      ISSUE DATE      PATENT NO.
--------------- --------------- --------------- --------------- -------------- --------------- --------------
<S>             <C>             <C>             <C>             <C>            <C>             <C>
Europe*         15 Nov 95       95203126.8      22 May 96       712,863        Granted         712,863
--------------- --------------- --------------- --------------- -------------- --------------- --------------
</TABLE>

* Validated in Austria, Belgium, Switzerland, Liechtenstein, Germany, Spain,
  France, United Kingdom, Italy, Ireland


                                   SCHEDULE 2

                                Licensed Know-how

All documentation that has been submitted by YM Biosciences, Inc. to the Health
Protection and Food Branch of the Department of Health and Welfare of Canada in
connection with an application for an IND for the Licensed Product in Canada,
together with clinical trial data generated by CIMAB.


----------
(1)  Priority of 18 Aug 92 based on CU 100/92, and 01 Mar 93 based on CU 17/93
(2)  Priority of 18 Nov 94 based on CU 128/94


                                       30
<PAGE>


                                   SCHEDULE 3

                 Initial Development and Commercialisation Plan

Part A: Initial Development Programme

The development programme will include:

     1.  A registration study in glioma. It is provisionally estimated that
         enrolment will be in the range of 80 - 100 patients.

     2.  A pilot study in paediatric brain tumours. It is provisionally
         estimated that enrolment will be in the range of 6 - 10 patients.

     3.  A registration study in paediatric brain tumours. It is provisionally
         estimated that enrolment will be in the range of 60 - 80 patients.

     4.  A pilot study in metastatic pancreatic cancer. It is provisionally
         estimated that enrolment will be in the range of 14 - 20 patients.

     5.  Application for Orphan Drug Status for the Product with the EMEA.

Subject to availability of clinical trial materials, regulatory approvals and
ethical votum, it is anticipated that recruitment for the above studies will
commence as follows:

Item 2 will commence on January 15, 2004. Items 1, 3 and 4 above will commence
on April 1, 2004.

The date for submission of item 5 will be assessed based on the receipt by
Oncoscience of the documentation that has been submitted to the Health
Protection and Food Branch of the Canadian Department of Health and Welfare.



                                       31
<PAGE>

                                   SCHEDULE 4

                              Appointment of expert

1. Pursuant to Clause 0, CIMYM may serve notice on Oncoscience ("Referral
Notice") that it wishes to refer to an expert (the "Expert") the questions set
out in Clause 0.

2. CIMYM and Oncoscience (in this Schedule, the "parties") shall agree the
identity of a single independent, impartial Expert to determine such questions.
In the absence of such agreement within 30 days of the Referral Notice, each
party shall appoint its own expert adviser, and the two appointed expert
advisers shall together appoint an independent, impartial Expert and such Expert
shall alone resolve the questions referred to in paragraphs 1 and 2 above.

3. 60 days after the giving of a Referral Notice, both parties shall exchange
simultaneously statements of case in no more than 10,000 words, in total, and
each side shall simultaneously send a copy of its statement of case to the
Expert.

4. Each party may, within 30 days of the date of exchange of statement of case
pursuant to paragraph 3 above, serve a reply to the other side's statement of
case of not more than 10,000 words. A copy of any such reply shall be
simultaneously sent to the Expert.

5. The Expert shall make his or her decision on the said questions on the basis
of written statements and supporting documentation only and there shall be no
oral hearing. The Expert shall issue his or her decision in writing within 30
days of the date of service of the last reply pursuant to paragraph 4 above or,
in the absence of receipt of any replies, within 60 days of the date of exchange
pursuant to paragraph 3 above.

6. The Expert's decision shall be final and binding on the parties.

7. The Expert's charges shall be borne by the parties in such proportions as the
Expert shall decide.

8. All documents referred to in this schedule shall be in the English language.




                                       32