Exhibit 4.2

                                LICENSE AGREEMENT

       THIS LICENSE AGREEMENT (the "Agreement"), effective the 11th day of
                        October__, 2000, is entered into

                                      -BY-

                                YORK MEDICAL INC.

                      a corporation incorporated under the

           laws of Ontario, having its principal place of business at

                   5045 Orbitor Drive, Building 11, Suite 400,

                      Mississauga, Ontario, L4W 4Y4, Canada

                                      -AND-

                                  BIOSTAR INC.

          a corporation pursuant to the laws of the Dominion of Canada,
                 with its principal place of business located at
                             405-15 Innovation Blvd.

                         Saskatoon, SK, S7N 2X8, Canada

1. BACKGROUND

1.1   The Veterinary  Infectious Disease Organization ("VIDO") a division of the
      University of Saskatchewan,  has developed and owns, amongst other things,
      methods  of  producing  and  using  proteins   derived  from   Pasteurella
      haemolytica  which  developments  are the subject matter of an application
      for a patent in the United  States of America  filed on or about  April 7,
      1989 bearing serial No. 07/335,018  entitled  "Compositions and Treatments
      for  Pneumonia  in  Animals"  and a  continuation  in part of such  patent
      application bearing serial No. 504,850 and filed on or about April 5, 1990
      and an  application  for a patent filed in the United States of America on
      or about October 16, 1991 bearing serial No. 07/779,171 entitled "Enhanced
      Immunoreactivity Using Pasteurella  Haemolytica Leukotoxin Chimeras" and a
      continuation in part of such patent  application filed on or about October
      13,  1992  bearing   serial  No.   07/960,932,   and  patents  and  patent
      applications  originating therefrom all as more particularly  described in
      Exhibit "A" attached hereto (the "VIDO Assets");


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1.2   By a series of agreements culminating in an agreement entitled Pasteurella
      Haemolytica  Technology - Human  Applications,  effective August 15, 2000,
      between  VIDO  and  Biostar,   attached   hereto  as  Exhibit  "C",   (the
      "VIDO/Biostar Agreement"), VIDO licensed the VIDO Assets to Biostar.

1.3   Pursuant to its licence of the VIDO Assets, Biostar has developed the VIDO
      Assets  and  know-how  in the  field of GnRH  vaccines  and  immunological
      carriers  based on  Pasteurella  haemolytica  for humans by, amongst other
      activities,   performing   preclinical   investigations   and  a  clinical
      investigation of a certain product, Norelin (the "Biostar Assets").

1.4   York is a  biopharmaceutical  licensing and  development  company,  with a
      management group  experienced in developing human  pharmaceuticals  in the
      clinical  fields  of  oncology  and  anti-infectives.   In  addition,  the
      management   group  has  experience  in  partnering   with   multinational
      pharmaceutical  companies  and  other  related  business  development  and
      commercialization activities.

1.5   Biostar has revealed to York certain  information  relating to the Biostar
      Assets  under terms of a  confidentiality  agreement  dated April 12, 2000
      (the "Confidentiality Agreement").

1.6   York and  Biostar  now wish to set forth the  terms and  conditions  of an
      agreement through which York shall acquire an exclusive  worldwide license
      to exploit  certain of the Biostar  Assets (the "Assets" as herein further
      defined) for specific applications in the field of human medicine.

NOW THEREFORE,  in consideration of the foregoing premises, the mutual covenants
and obligations hereinafter contained, and other good and valuable consideration
which is hereby acknowledged, Biostar and York agree as follows:

2.    DEFINITIONS

As used herein, the following terms shall have the meanings set forth below:

2.1   "Affiliate" means any Company that is Controlled directly or indirectly by
      a party hereto or any Company that directly or indirectly Controls a party
      hereto,  so that  Affiliate  shall  include any parent or  subsidiary of a
      party  hereto,  or any directly or indirectly  held  subsidiary of a party
      hereto.

2.2   "Assets"  shall  consist  of  Biostar's  entitlements  to the VIDO  Assets
      licensed  to Biostar  under the  VIDO/Biostar  Agreement  and the  Biostar
      Assets  existing  and arising,  including  Norelin,  IPS-21,  Information,
      Material  and  Patents,  or related to Norelin,  IPS-21 and  immunological
      carriers  based on  Pasteurella  haemolytica  that are or become  owned or
      controlled  by  Biostar  and are  useful  to York for the  purpose  herein
      licensed. For greater clarity, certain Assets includes, without limitation
      those items listed in Exhibit "D".


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2.3   "Biostar"  shall mean Biostar Inc., a corporation  incorporated  under the
      federal laws of Canada,  with its principal  place of business  located at
      405-15  Innovation  Blvd.,  Saskatoon,   SK,  S7N  2X8,  Canada,  and  its
      assignees.

2.4   "Company" means a corporation or other juridical entity.

2.5   "Control" or "Controlled" means the ownership,  directly or indirectly, of
      more than 50 % of voting  rights  attached  to the issued and  outstanding
      voting shares of a Company.

2.6   "Effective Date" shall be the date first written above.

2.7   "Information"  means information  relating to the Assets made available to
      York in accordance with this Agreement and the Confidentiality  Agreement,
      and includes but is not limited to, confidential information and know-how,
      particularly  but  not  exclusively   including  information  relating  to
      production & manufacturing  and to preclinical and clinical  protocols and
      results, IND applications, results and approvals.

2.8   "IPS-21" means the GnRH-carrier  fusion protein [as defined by sequence in
      Patents]

2.9   "Improvements" means products or processes the manufacture, use or sale of
      which would infringe a Valid Claim.

2.10  "Licensed Territory" means all countries of the world.

2.11  "Licensed  Field" means, and is limited to, the exploitation of the Assets
      in  respect  of   Licensed   Products   for  use  in  humans,   comprising
      Gonadotrophin  Hormone Releasing Hormone (GnRH),  Pasteurella  haemolytica
      proteins  or  peptides  combined  with  GnRH or  Epidermal  Growth  Factor
      Receptors  or  Epidermal  Growth  Factor  Receptor  Ligands  as defined in
      Exhibit "B" hereto, and for clarity excludes all products comprising GDF-8
      or  Myostatin,  and further  excludes  applications  of the Assets and the
      Patents relating to the diagnosis,  treatment, or prevention of infectious
      diseases.

2.12  "Licensed Product" means all compositions,  processes,  methods of use, or
      any part or combination  thereof,  that incorporates,  is made or designed
      from or with the aid of the Assets.

2.13  "Material" means the Pasteurella  haemolytica  proteins and peptides,  and
      the GnRH technology,  and methods of producing and using them as described
      in the  Patents  referenced  in  Exhibit  "A"  and  further  includes  all
      technical  data and  information  and  biological  materials  and reagents
      useful in working with the subject  matter of the Patents  relating to the
      within grant of license and which is in existence  and owned by Biostar as
      of the Effective Date;

2.14  "Net Sales" shall mean the total Net Sales Price of Licensed  Product sold
      by York, and any sub-licensees.

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2.15  "Net Sales  Price"  means  during  any  period of time the total  sales of
      Licensed  Product  made  by  York  or its  Sub-licensees  to  third  party
      customers (who are not Sub-licensees) less discounts, rebates, samples and
      freight charges,  and taxes separately  listed on such invoices,  and less
      the  amount  of any  credits  or  refunds  actually  given  by York or its
      Sub-licensees for defective or returned Licensed Products. Net Sales Price
      shall not include any consideration  received by York or its Sub-licensees
      for the sale, use or other  disposition  of Licensed  Product prior to the
      receipt of all regulatory  approvals  required to commence full commercial
      sales of the  Licensed  Product in a given  country,  which are similar to
      sales under a "treatment IND", "named patient sales",  "compassionate  use
      sales",  and the sale, use or other disposition of Licensed Product in the
      course of clinical trials.

2.16  "Norelin" means IPS-21 in a form covered by a Valid Claim.

2.17  "Patents" means:

      (a)   the  patents  and  applications  summarized  in Exhibit  "A" and the
            patents that issue from those applications;

      (b)   the patents and applications directed to Improvements;

      (c)   the patents granted pursuant to any patent application  subsequently
            filed that is based on the Assets;

      (d)   all  divisions,  continuations  in  whole  and  in  part,  reissues,
            re-examinations,    substitutes,    extensions   and   foreign   and
            international counterparts of (1) and patents that mature therefrom;

      (e)   patents and patent  applications  that become owned or controlled by
            Biostar  related to Norelin  and IPS-21 and which is included in the
            definition of Assets; and

      (f)   patents and patent applications  licensed to Biostar that Biostar is
            permitted to sub-license  related to Norelin and IPS-21 and which is
            included in the definition of Assets.

      For greater  certainty,  Patents  includes  the  patents and  applications
      listed on the attached Exhibit "A", which may be updated from time to time
      during the term of this Agreement.

2.18  "Sub-licensee"  means a person or entity to whom York has sub-licensed all
      or part of the rights granted to York by Biostar by this Agreement.

2.19  "Sub-Licensing  Revenue" shall,  unless  otherwise agreed upon in writing,
      mean the  aggregate  of all  option  fees,  license  fees,  or other  cash
      payments,  equity or other consideration of any kind that York receives in
      respect of sub-licenses  for or an assignment of any of the rights granted
      to York under this Agreement.

2.20  "Valid  Claim" means a granted claim for the Patents so long as such claim
      shall not have been  disclaimed  or abandoned by the patentee or shall not
      have been disallowed by a Patent Office,  expired under the patent laws of
      a  country,  or held  invalid  in a final  decision  rendered  by a court,
      government or tribunal of competent  jurisdiction from which no appeal has
      been, or can be, taken.



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2.21  "York" shall mean York Medical Inc., a corporation  incorporated under the
      laws of Ontario,  having its  principal  place of business at 5045 Orbitor
      Drive, Building 11, Suite 400, Mississauga,  Ontario, L4W 4Y4, Canada, its
      affiliates and assignees.

2.22  "York Medical Unit" means one common York Medical share and one warrant to
      purchase one half of one common York  Medical  share.  Two warrants  shall
      entitle  the holder to  purchase  one common  share at a share  price that
      either is CAD$ 9.00 per share,  or is the share price used in the first of
      any  financing  that is closed within 12 months from the execution of this
      agreement,  whichever share price is lower. The warrant shall be valid for
      four years from the date of issue.

3.    LICENSE GRANT

3.1   Biostar  hereby grants to York for the Licensed  Field and in the Licensed
      Territory,   a  worldwide   exclusive   license  to  exploit  the  Assets,
      particularly including but not limited to the Patents, to develop and have
      developed,  to make and have made (including contract production by a toll
      manufacturer),  to use and  have  used,  and to sell  or  have  sold,  and
      otherwise dispose of, Licensed Product.

3.2   The license  granted  pursuant to section 3.1 hereof  shall be  exclusive.
      Notwithstanding  the  foregoing,   the  license  is  non-exclusive  as  to
      diagnostic applications for Pasteurella haemolytica antibodies.

4.    LICENSING CONSIDERATION AND MINIMUM REMUNERATIONS

4.1   In  consideration  of the  rights  granted  by  Biostar to York under this
      Agreement,  and upon  delivery of the Assets  listed in Exhibit "D",  York
      shall pay Biostar the consideration set out in this Section 4.

4.2   York shall pay to Biostar a license fee in the form of 50,000 York Medical
      Units.

4.3   York shall further pay Biostar a milestone  payment of 25,000 York Medical
      Units  on a date  which  is the  earlier  of (1) the date on which a human
      first  receives  Licensed  Product in a clinical  trial directed by or for
      York, and (2) the first anniversary of the Effective Date.

4.4   York shall pay to Biostar a royalty calculated on the Net Sales Price (the
      "Royalty"  or  "Royalties")   during  the  Term  in  accordance  with  the
      following,  subject  only  to  those  withholdings  provided  for in  this
      Agreement:

      (a)   if a Licensed Product  infringes a Valid Claim, the Royalty shall be
            four (4%) percent of the Net Sales Price; and

      (b)   if  subsection  4.4(a) is not  applicable,  the Royalty shall be two
            (2%) percent of the Net Sales Price.

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4.5   Notwithstanding  section 4.4, with respect to sales made by  Sub-licensees
      (not including  Affiliates or other Sub-licensees not at arm's length with
      York)  where  York is in  receipt  of  royalties  based  on sales or other
      commercial  dispositions of Licensed Products made by such  Sub-licensees,
      York shall pay to Biostar the lesser of:

      (a)   ten  (10%)  percent  of the net  royalties  payable  to York by such
            sub-licensees; and

      (b)   the amount otherwise due to Biostar pursuant to clause 4.4.

      As used in section 4.5(a) above, "net royalties" means the gross amount of
      royalties  recoverable by York from such Sub-licensees  after deduction of
      applicable  withholdings  or similar  taxes less any  royalties or similar
      payments  that  York  has to make  to any  party  other  than  Biostar  in
      connection with sales of Licensed Products.  Furthermore, in jurisdictions
      which  restrict or prohibit the payment of funds out of the  jurisdiction,
      York shall have no obligation to make any payments to Biostar  except from
      and after Biostar  electing to receive  payment in such  jurisdiction.  If
      Biostar  makes such election in regards to any such  jurisdiction,  York's
      obligation in respect of royalties in such  jurisdiction  shall not exceed
      fifty (50%) percent of its royalty entitlements net of applicable taxes in
      such jurisdiction.

4.6   In addition to the amounts  payable under section 4.5, York shall remit to
      Biostar ten (10%) percent of all Sub-Licensing Revenue.

5.    COMMERCIALIZATION AND FURTHER RESEARCH

5.1   Upon  execution  of this  Agreement,  York,  either  acting  for itself or
      through a sub-licensee,  shall ensure that reasonable  commercial  efforts
      are used to  commercialise  the Licensed  Product in the Licensed Field in
      the  Licensed   Territory,   in  accordance  with  section  14.01  of  the
      VIDO/Biostar Agreement.

5.2   During  the term of this  Agreement,  Biostar  shall  disclose  as soon as
      possible,  and make available to York all Improvements owned or controlled
      by Biostar or VIDO and other  Information  and  Material  relating  to the
      Assets  which  shall be  dealt  with in  accordance  with  the  terms  and
      conditions of this Agreement.

5.3   Biostar shall  disclose and provide to York, and York shall be entitled to
      exploit  the Assets so as to enable York to perform  its  obligations  and
      enjoy the rights  granted under this  Agreement.  Biostar shall provide to
      York, at York's  request and expense,  all further  assistance  reasonably
      available from Biostar to enable York or its sub-licensee to commercialize
      the Licensed  Product for a period of one (1) year following the Effective
      Date.

5.4   Information,  Material,  as well as Patents and further Improvements owned
      or  controlled  by Biostar or VIDO,  that are  available  from Biostar and
      arise during the term of this Agreement are hereby licensed exclusively to
      York under the terms and conditions stipulated in this Agreement.

5.5   Any Information,  Material,  Improvements,  inventions or any patents that
      are generated or invented solely and independently by York during the term
      of this Agreement shall belong solely to York.


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5.6   Any Information,  Material,  Improvements,  and Patents therefor, that are
      generated  and/or invented  jointly by Biostar and York or their employees
      or consultants during the term of this Agreement shall be owned jointly by
      Biostar and York and constitute an Asset. Biostar's interest in this Asset
      shall  be  hereby  licensed  exclusively  to  York  under  the  terms  and
      conditions stipulated herein.

5.7   For the purpose of this Agreement,  determination of inventorship shall be
      made in  accordance  with  patent  laws in force in the  United  States of
      America from time to time.

5.8   The parties  acknowledge  that both of them may from time to time disclose
      to  the  other  (respectively  referred  to as  the  "Discloser"  and  the
      "Recipient",  as the  case may be)  information  that is  confidential  or
      proprietary,  or both, to the Discloser. Such information may be disclosed
      orally,  graphically, by way of sample or specimen or otherwise printed or
      recorded by any means.

      Accordingly,   all  information   disclosed  pursuant  to  this  Agreement
      including,  without limitation,  all information pertaining to the Assets,
      shall be deemed to be confidential information (hereinafter referred to as
      "Confidential  Information") unless the Discloser expressly indicates that
      it is not confidential or it falls into one of the following categories:

      (a)   it is required to be  disclosed  by reason of judicial  action after
            all  reasonable  legal remedies to maintain the  confidentiality  of
            such information have been exhausted;

      (b)   it is or becomes part of the public  domain  through no fault of the
            Recipient;

      (c)   it is known to the Recipient or its permitted  sub-licensees,  prior
            to disclosure by the Discloser;

      (d)   it  is  subsequently  legally  obtained  by  the  Recipient  or  its
            sub-licensees  from a third party under  circumstances  which do not
            constitute a breach of this clause; or

      (e)   it is  independently  developed  by the  Recipient  outside  of this
            Agreement and without in any way breaching this Agreement; or

      (f)   it is approved for public release by the Discloser.


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 5.9     Each of the parties shall use its  reasonable  best efforts to preserve
         the secrecy of Confidential Information and shall only disclose it to:


<PAGE>



      (a)   employee or  employees of any licensor of the Assets or of permitted
            Sub-licensees  of the Assets,  who are required to know the same for
            performance  of their duties and who have  entered into  appropriate
            confidentiality agreements;

      (b)   such  Government  officials  as are  required  for  the  purpose  of
            obtaining  all  necessary  regulatory  approvals  for the purpose of
            commercializing any Licensed Product or for the filing of any patent
            in  any   jurisdiction,   provided  that  the  parties  shall  avail
            themselves  of all  available  provisions  for  ensuring  that  such
            disclosures do not become public; and

      (c)   to a person  or entity  strictly  for bona  fide  business  purposes
            including for  negotiation  of a bona fide  financing of York or for
            the  purpose  of  Sub-Licensing  by York,  so long as the  person or
            entity to whom the Confidential Information is disclosed executes an
            agreement to keep such information confidential.

      Neither  Biostar nor York shall submit any manuscript,  abstract,  or like
      document  for written or oral  publication  if it  includes  data or other
      information  generated  or provided by the other party or by VIDO  without
      first obtaining the prior express written consent of the party  generating
      or providing  the data or other  information,  which  consent shall not be
      unreasonably  withheld. The contribution of the contributor shall be noted
      in all publications or presentations by  acknowledgment  or co-authorship,
      whichever is appropriate.

6.    SUB-LICENSING AND ASSIGNMENT

6.1   York  shall  have the  right  to  grant  sub-licenses  of its  rights  and
      obligations  contained in this Agreement.  Such  sub-licenses  shall be on
      fair and  reasonable  terms and conditions  consistent  with the terms and
      conditions set out in this Agreement. The sub-licenses may, at York's sole
      election,  be either exclusive or  non-exclusive.  At all times York shall
      protect  the rights of Biostar  in any such  sub-licenses  as set forth in
      this Agreement.

6.2   Subject to the other  party's prior  written  consent,  either party shall
      have the right to assign,  in whole or in part,  this  Agreement  together
      with  the  rights  and  obligations  herein.  Such  consent  shall  not be
      unreasonably withheld or delayed.  Notwithstanding the foregoing,  York is
      entitled to assign its rights and obligations to an Affiliate  without the
      consent of Biostar so long as the  organization  remains an  Affiliate  of
      York.  In the  event  assignment  is  made  to an  Affiliate  entity,  and
      subsequent to such  assignment  the status of the entity changes such that
      the  entity is no longer an  Affiliate  of York,  York  agrees to seek the
      consent of Biostar for the continued  operation of a subject  sub-license.
      In the event Biostar does not provide such consent,  York agrees to cancel
      any sub-license with the former Affiliate.

      Notwithstanding any of the foregoing, the parties agree that no assignment
      proposed by an assignor to an assignee  shall be valid unless the assignor
      acquires from the assignee an executed written acknowledgment in favour of
      the  non-assigning  party to be bound by the terms and  conditions of this
      Agreement.


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6.3   York agrees to apprise  Biostar of any material  discussions in which York
      is engaged respecting sub-licensing,  assignment or disposal of its rights
      under  this  Agreement,  and  shall  provide  Biostar  with a copy  of all
      agreements  regarding  sub-licensing,  assignment  or  disposal  of rights
      granted York under this Agreement.

7.    PAYMENTS

7.1   Within  ninety (90) days of the end of each  calendar  quarter  commencing
      with the first calendar quarter in which sale of Licensed Products is made
      in any jurisdiction by York, its assignees or its  sub-licensees,  Biostar
      shall be furnished a written statement of milestones achieved,  and of all
      Net Sales and Sub-licensing  Revenues  received,  if any, for the calendar
      quarter,  and  shall  be  paid  all  amounts  due.  If  no  Net  Sales  or
      Sub-licensing  Revenues  are  received  by  York,  its  assignees  or  its
      sub-licensees  during the calendar  quarter,  a written  statement to that
      effect shall be furnished.

7.2   If this  Agreement is terminated for any reason before all of the payments
      herein  provided for have been made,  York shall submit a final report and
      pay any remaining  unpaid balance which has accrued as soon as all revenue
      reporting  is  available  and in any  event  no later  than 90 days  after
      termination.

7.3   Payment provided for in this Agreement,  when overdue, shall bear interest
      at a rate per  annum  equal to five  percent  (5 %) in excess of the prime
      rate at the Canadian Imperial Bank of Commerce (CIBC), as may be in effect
      from time to time.

8.    PATENT RIGHTS AND PATENT INFRINGEMENT

8.1   The  Parties  acknowledge  that VIDO has  granted a license to Novartis in
      respect of the  Material and the Patents  including a license  granted for
      use in vaccines to prevent infectious  disease in non-humans,  but as more
      particularly described in such license dated for reference the 29th day of
      February,  2000, a copy of which has been provided to Licensee (herein the
      "Novartis License").

8.2   The Parties also  acknowledge  that VIDO has granted a further  license to
      MMI  in   respect   of  the   Material   and  the   Patents   for  use  in
      immunopharmaceutical  products based upon leukotoxin carrier, GnRH, or VIP
      for use in non-humans  (other than for use in vaccines for the  prevention
      of infectious  diseases in animals) and  technology  relating to the GDF-8
      protein,  but as more particularly  described in such license dated as and
      from  August  15,  2000,  a copy of which has been  provided  to  Licensee
      (herein the "MMI License").

8.3   Pursuant to the  provisions  of Article VI and Article VII of the Novartis
      License and of the MMI  License,  respectively,  the  licensee  thereunder
      (such  licensees,  successors and assigns herein referred to as "Novartis"
      and  "MMI"   respectively)  has  several   entitlements,   obligations  or
      responsibilities including the following:

      (a)   to  file  applications,   to  prosecute  and  maintain  the  Patents
            including additions, continuations, divisions and the like thereto;


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<PAGE>

      (b)   to  discontinue  prosecutions  and  applications  and to advise  and
            provide VIDO with the option to proceed with  filings,  applications
            and prosecutions;

      (c)   to regularly apprise VIDO and, at VIDO's direction on a confidential
            basis, VIDO's other licensees of the Patents of the status of patent
            applications and of approved patents;

      (d)   to make to VIDO and, at VIDO's direction on a confidential basis, to
            other   licensees  of  the  Patents  who  have  an  interest  in  an
            application or registration  respecting a Patent complete disclosure
            other than a disclosure  which  specifically  relates to the license
            granted  under the  Novartis  License or under the MMI  License  and
            which does not affect such other licensee's interest in the Patents;

      (e)   to consult  with VIDO and,  at VIDO's  direction  on a  confidential
            basis, its other licensees of the Patents  respecting any actions or
            prosecutions  affecting  Patents  and to insure  that any actions of
            Novartis  or of MMI do not  adversely  affect  such other  licensees
            without the prior written consent of Licensor; and

      (f)   to cooperate  with VIDO and, at VIDO's  direction on a  confidential
            basis,  VIDO's other  licensees  of the Patents in the  application,
            prosecution and filing of any continuations,  continuations-in-part,
            divisions, patents of additions, re-issues, renewals and extensions,
            further  applications  or defence of the Patents  desired by VIDO or
            affecting such other licensees provided that the same is not adverse
            to the rights of Novartis or of MMI under the Patents.  Novartis and
            MMI are entitled to reimbursement by Licensor of their out of pocket
            expenditures  incurred in providing such cooperation  which is to be
            reimbursed to Licensor by a licensee hereunder.

8.4   Pursuant to Article 6.02 of the VIDO/Biostar  Agreement,  VIDO agreed with
      Biostar, in respect of the licence granted thereunder, to:

      (a)   make all  directions  in favour of Biostar to Novartis as directions
            are contemplated by the provisions of the Novartis  License,  and to
            MMI as  directions  are  contemplated  by the  provisions of the MMI
            License,  and to maintain and not withdraw such  directions  without
            Biostar's consent; and

      (b)   obtain  Biostar's  written consent prior to providing any consent or
            approval affecting the Patents as contemplated or requested pursuant
            to the Novartis License or the MMI License; and

      (c)   to cooperate with Biostar in the application, prosecution and filing
            of any continuations,  continuations-in-part,  divisions, patents of
            additions,  re-issues, renewals and extensions, further applications
            or defence of the  Patents  desired by Biostar  (and  effecting  the
            applicable  directions  contemplated  under the Novartis License and
            the MMI License) and to insure that  Novartis and MMI do likewise to
            the extent  possible  pursuant to the  Novartis  License and the MMI
            License,  all subject to Biostar's  obligation  to  reimburse  VIDO,
            Novartis,  and MMI for their  respective out of pocket  expenditures
            incurred in providing such cooperation; and


                                       10
<PAGE>

      (d)   to provide  Biostar the  opportunity  to  commence  or continue  the
            prosecution  and  maintenance  of patents  that  Novartis or MMI may
            determine  under its  license not to make or pursue,  for  inclusion
            under the VIDO/Biostar Agreement; and

      (e)   not to amend the  Novartis  License  or the MMI  License in a manner
            adverse to the  rights and  entitlements  of  Licensee  contemplated
            hereunder without the Biostar's written consent.

8.5   Biostar  hereby agrees with York,  with respect to the scope of the within
      grant of license to:

      (a)   make all  directions  in  favour of York to VIDO as  directions  are
            contemplated  by the provisions of the Novartis  License and the MMI
            License,  and to maintain and not withdraw such  directions  without
            York's consent; and

      (b)   obtain  York's  written  consent  prior to providing  any consent or
            approval affecting the Patents as contemplated or requested pursuant
            to the Novartis License or the MMI License; and

      (c)   to cooperate with York in the application, prosecution and filing of
            any  continuations,  continuations-in-part,  divisions,  patents  of
            additions,  re-issues, renewals and extensions, further applications
            or  defence  of the  Patents  desired  by York  (and  effecting  the
            applicable  directions  contemplated  under the Novartis License and
            the MMI License) and to insure that VIDO instructs  Novartis and MMI
            to do  likewise  to the extent  possible  pursuant  to the  Novartis
            License and the MMI  License,  all subject to York's  obligation  to
            reimburse Biostar,  VIDO, Novartis, and MMI for their respective out
            of pocket expenditures incurred in providing such cooperation; and

      (d)   to  provide  York  the  opportunity  to  commence  or  continue  the
            prosecution and maintenance of patents that Biostar, Novartis or MMI
            may determine under its license not to make or pursue, for inclusion
            under this Agreement;

      (e)   not to provide  its  consent  to VIDO's  amendment  of the  Novartis
            License  or the MMI  License  in a manner  adverse to the rights and
            entitlements of York  contemplated  hereunder without York's express
            written consent.


                                       11
<PAGE>

8.6   All  patent  applications  undertaken  by York  in  accordance  with  this
      Agreement  shall be undertaken in the name and on behalf of the University
      of  Saskatchewan.  York shall be  responsible  for all costs and  expenses
      associated  with the filing and prosecution of such  applications  and the
      maintenance  fees, if any,  required to maintain the Patents in full force
      and effect except to the extent the  responsibility  resides with Novartis
      or MMI, pursuant to the Novartis License or the MMI License. The selection
      of  the  patent   agents   chosen  to   prosecute   applications   pursued
      independently  by York shall be in the sole discretion of York. Other than
      as contemplated  by 8.7,  Biostar shall cooperate with York in prosecuting
      such  application  at no  expense to York  other  than  reimbursement  for
      out-of-pocket expenses that York approves prior to their being incurred.


                                       12
<PAGE>

8.7   At the request of York,  Biostar shall obtain from VIDO such  personnel as
      may be available to it for purposes of consultation with and presentations
      to  governmental  authorities  in  respect of the  Patents  and York shall
      reimburse  Biostar  for  any  compensation   invoiced  by  VIDO  for  such
      participation of such personnel.

8.8   With  respect to the  Patents  which are not the  subject of the  Novartis
      License or the MMI License, the following provisions will apply:

      (a)   All patent  applications  undertaken by York in accordance with this
            Agreement  shall be  undertaken  in the name  and on  behalf  of the
            University of Saskatchewan.  York shall be responsible for all costs
            and  expenses  associated  with the filing and  prosecution  of such
            applications and the maintenance  fees, if any, required to maintain
            such  applications  in full force and effect.  The  selection of the
            patent agents chosen to prosecute such applications  shall be in the
            sole discretion of the York. Biostar shall cooperate with, and shall
            seek VIDO's  co-operation with York in prosecuting such applications
            at no expense to York other  than  reimbursement  for  out-of-pocket
            expenses that York approves  prior to their being  incurred.  York's
            obligations  under this  section  8.8 do not  extend to  prosecuting
            appeals from decisions of the patent office of various jurisdictions
            throughout the world nor engaging in litigation  with third parties.
            York shall regularly apprise Biostar, and, at Biostar's direction on
            a confidential  basis, VIDO of the status of patent applications and
            of approved patents.  York shall be entitled to reimbursement of its
            out of pocket expenditures incurred in providing such cooperation to
            VIDO.

      (b)   Applications  for Patents  filed after the date of execution of this
            Agreement  shall first be filed in the United  States of America and
            the  selection  of other  jurisdictions  of the  world in which  any
            particular  application  is  to  be  filed  shall  be  in  the  sole
            discretion of the York. York shall advise Biostar of its decision in
            this  regard  within  nine  (9)  months  of the  filing  date of any
            particular application in the United States of America. With respect
            to applications for Patents in jurisdictions  where York chooses not
            to file,  Biostar may file and prosecute an  application  at its own
            expense. With respect to any jurisdiction in which Biostar obtains a
            patent  as  contemplated  by this  clause,  York  shall not have any
            rights under this Agreement  provided this does not adversely affect
            the ability of York to exercise its rights  granted  hereunder  with
            respect to the other jurisdictions to which this Agreement applies.


                                       13
<PAGE>

      (c)   York shall have the option of  discontinuing  the  prosecution of an
            application  for a Patent or not filing an application  based on the
            Material or any  Improvement in accordance with this section 8.8. If
            York's patent agents provide a written opinion to the effect that an
            application  for a Patent  does not  warrant  the expense of further
            prosecution,  or that an aspect of the  Material or any  Improvement
            (which Biostar considers patentable) does not warrant the expense of
            an application York may, in its sole  discretion,  refuse to proceed
            with such prosecution or application. If York exercises such option,
            it shall so advise  Biostar in writing  and provide  Biostar  with a
            copy of the opinion of the patent  agents on which such  decision is
            based. Biostar may, in its sole discretion,  file and prosecute,  or
            continue  the   prosecution,   as  the  case  may  be,  of  such  an
            application, and any patents so obtained shall not be the subject of
            this license.

9.    PATENT PROTECTION AND INFRINGEMENT

9.1   York and Biostar shall promptly  advise each other of any  infringement or
      suspected  infringement  of the Patents by a third  party.  Subject to any
      subsequent agreement as to the conduct of any such action:

      (a)   York,  or its  Sub-licensees,  or both,  may  institute  a suit and,
            subject to the provisions hereinafter  appearing,  join Biostar as a
            plaintiff in which case York and its Sub-licensees,  as the case may
            be,  shall  bear the  entire  cost of such  litigation  and shall be
            entitled to retain the entire amount of any recovery  whether by way
            of judgement, award, decree or settlement; or

      (b)   if York and its  Sub-licensees  choose  not to  institute  a suit as
            provided for in  subsection  9.1(a)  above,  Biostar may institute a
            suit in  which  case  Biostar  shall  bear the  entire  cost of such
            litigation  and shall be entitled to retain the entire amount of any
            recovery whether by way of judgment, award, decree or settlement.

      If York and its  Sub-licensees  exercise  their  right to commence a suit,
      Biostar  shall not be added as a party until its consent to being added as
      a party is  obtained  and until  Biostar  is  provided  with an  indemnity
      agreement from York and its Sub- Licensees against all costs, expenses and
      damages  which  Biostar  may incur as a result of such  cooperation.  Such
      indemnity   agreement  shall  be  in  a  form  satisfactory  to  Biostar's
      solicitors  and be supported by such  reasonable  assurances in support of
      such indemnity as Biostar considers appropriate in the circumstances.

9.2   Should Biostar or York (which includes for purposes of this section York's
      Sub-licensees)  commence  a  suit  in  accordance  with  section  9.1  and
      subsequently  elect to abandon such suit, Biostar or York, as the case may
      be,  shall  first  give  timely  notice to the  other,  who may,  if it so
      desires,  continue  prosecution of such suit provided that an agreement as
      to the sharing of expenses and any recoveries is first arrived at.

9.3   If York or its Sub-licensees recover profits or damages, or both, from the
      alleged  infringer,  by settlement  or otherwise,  such profits or damages
      shall be applied for the following purposes and in the following order:

      (a)   against legal and other expenses of the suit;

      (b)   against liabilities of York or Biostar resulting from the suit; and


                                       14
<PAGE>

      (c)   to Biostar in accordance with section 4.6,  wherein such money shall
            be considered Sub-Licensing Revenue.

      However,  if any such infringement suit results in an adverse judgment and
      all of the Patents are wholly invalidated,  Royalties shall be adjusted in
      accordance with section 4.4(b) as and from the date of judgment.

9.4   If the  royalties  payable to Biostar and other third parties would exceed
      eight (8%) percent of Net Sales for a Licensed  Product  that  infringes a
      Valid Claim or claims of the Patents (the "Patent  Royalty  Ceiling") then
      the  Royalty  rate  provided  for in clause  4.4(a)  shall be  reduced  by
      one-half  of the  collective  royalties  in excess of the  Patent  Royalty
      Ceiling otherwise payable by York to Biostar and other third parties. York
      shall  use  reasonable  efforts  to  ensure  that  any  royalty  reduction
      necessary  under this  clause is  allocated  between  the Biostar and such
      third  party  in  an  equitable  manner.   However,   notwithstanding  the
      foregoing,  under no  circumstances  shall the Royalty rates  provided for
      under clause 4.4(a) be reduced to less than  one-half  (1/2) of the amount
      otherwise determinable under that clause.

9.5   Each  party  shall  promptly  notify  the other in writing of any claim or
      action for  infringement  of the patent rights of any third party based on
      the  production,  use  or  sale  of  Licensed  Products  by  York  or  its
      Sub-licensees.

9.6   The  entitlements  of York under this section 9 are limited to third party
      infringements of the applications which are the subject of this Agreement.

10.   REPRESENTATIONS AND WARRANTIES

10.1  Biostar represents and warrants:

      (a)   to its  knowledge  that VIDO is the sole owner of the Patents and of
            the inventions claimed therein and that VIDO has licensed the rights
            to such invention to Biostar as documented in Exhibit "C";

      (b)   that it has not entered into any  agreement  regarding  the Licensed
            Product,  whether in writing or verbally, with any other person that
            is inconsistent with the terms of this Agreement; and

      (c)   that  Biostar  has the  capacity  and  authority  to enter into this
            Agreement.

10.2  York represents and warrants:

      (a)   that it has the capacity and authority to enter into this Agreement;


      (b)   that it has obtained any  approvals  required  under its Articles of
            Incorporation  so as to  permit  Biostar  to  transfer  to VIDO,  in
            accordance with the VIDO/Biostar Agreement, York Medical Units; and


                                       16
<PAGE>


      (c)   that  Biostar's  transfer to VIDO of York Medical Units  pursuant to
            the  VIDO/Biostar  Agreement will not be precluded by the provisions
            of article 9(a) of York's Articles of  Incorporation,  or any clause
            of similar effect.

10.3  Biostar  shall  not have any  liability  whatsoever  to York or any  other
      person for or on account of any injury,  loss,  or damage,  or any kind or
      nature,  sustained by, or any damage assessed or asserted against,  or any
      other  liability  incurred  by or imposed  upon York or any other  person,
      arising  out  of  or  in  connection   with  or  resulting  from  (1)  the
      manufacture,  use, or sale of any Licensed Product; or (2) any advertising
      or other promotional activities with respect to any of the foregoing.

10.4  York,  at its  own  expense  and at all  times  during  the  term  of this
      Agreement,  will carry and maintain in full force and effect comprehensive
      general liability insurance,  including product liability provisions, in a
      form and with a carrier  acceptable in the  pharmaceutical  industry.  The
      limits of such  policy  shall be  sufficient  at all times for York's then
      current activities under this Agreement, and customary for York's business
      within the industry.

11.   DISCLAIMER OF WARRANTIES

11.1  The parties  acknowledge  and agree that  nothing in this  Agreement is or
      shall be construed as being:

      (a)   a warranty  or  representation  by Biostar as to whether any Patents
            based on the  Material  will issue or the  validity  or scope of the
            Patents once issued;

      (b)   a warranty or representation by Biostar that Licensed Products made,
            used,  sold or  otherwise  disposed  of by York are and will be free
            from  infringement  of  patents,  copyrights,  trademarks  or  other
            proprietary interests of any third party;

      (c)   an  obligation  on  Biostar to bring or  prosecute  actions or suits
            against  third  parties  for  infringement  of the  Patents or other
            proprietary rights under any circumstances;

      (d)   the  conferring  of any rights to use in  advertising,  publicity or
            otherwise  any  trademark  or the name of Biostar,  VIDO,  or of the
            University  of  Saskatchewan  or  any  employee,   agent  or  person
            otherwise associated with any of these institutions;

      (e)   a grant by implication,  estoppel or otherwise of any license to any
            patents or other  confidential  proprietary  information  of Biostar
            other than the Patents and Material; or


                                       17
<PAGE>



      (f)   a representation or warranty, whether express or implied, by Biostar
            of  merchantability  or  fitness  for a  particular  purpose,  nor a
            representation  or  warranty  by  Biostar  that it  shall  bear  any
            liability  to York  whatsoever  by  reason  of any  loss  or  damage
            sustained by York, its employees,  or any third party arising out of
            the production,  use, sale or other disposal of licensed products or
            arising directly or indirectly out of the use by York of the patents
            and  material  or  otherwise  arising out of the grant of any rights
            under this  agreement or out of the provision of any  information in
            connection with this agreement.

12.   INDEMNITY

12.1  York shall  indemnify,  hold harmless and defend Biostar and its officers,
      employees  and  agents  against  any and  all  claims  arising  out of the
      exercise by York of any of the rights  granted to it under this  Agreement
      including, without limitation,  against any damages, losses or liabilities
      whatsoever  with respect to death or other personal  injury to a person or
      damage  to  property  arising  from or out of the use of the  Patents  and
      Material  by  York,  it  Sub-licensees  or its  customers  in  any  manner
      whatsoever or the production,  use, sale, or lease of Licensed Products by
      York, its  sub-licensees or its customers in any manner  whatsoever,  with
      the general  exception of any damage or loss directly  resulting from acts
      or omissions constituting bad faith, wilful misfeasance,  gross negligence
      or reckless  disregard  of duties  under this  Agreement by Biostar or its
      officers,  employees  or  agents  acting  in such  capacity  on  behalf of
      Biostar.

12.2  Biostar shall  indemnify,  hold harmless and defend York and its officers,
      employees and agents against any and all claims arising out of a breach of
      any  representations or warranties made by Biostar in this Agreement,  and
      the breach by Biostar of any of its obligations in this Agreement.

13.   TERM AND TERMINATION

13.1  This Agreement shall commence on the Effective Date and, unless terminated
      sooner, in accordance with the terms hereof, shall remain in force as long
      as any  Patent  contains  a  Valid  Claim  in  any  part  of the  Licensed
      Territory.

13.2  In the event either party shall be in default in the performance of any of
      its material obligations hereunder,  including, but not limited to, breach
      of  representation  or warranty,  and if the default has not been remedied
      within  ninety  (90) days  following  the date of  receipt  of a notice in
      writing  from the other party  specifying  such default and its claim of a
      right to  terminate,  the other  party may  terminate  this  Agreement  by
      written notice to the  defaulting  party in addition to any other remedies
      available to it by law or equity.

      It is understood that termination pursuant to this section 13.2 shall be a
      remedy of last resort,  and the arbitrators may enter an award terminating
      only where the default of either  party cannot be  reasonably  remedied by
      the payment of money damages.


                                       18
<PAGE>

13.3  Either  party  shall  have the  right to  terminate  this  Agreement  with
      immediate effect if the other party should enter into liquidation,  either
      voluntary  or  compulsory,   or  become   insolvent,   or  institutes  any
      proceedings for the winding up of its business,  or if execution be levied
      on any goods and effects of the other  party,  or the other  party  should
      enter into receivership or bankruptcy.

13.4  York may voluntarily terminate this Agreement,  without cause, at any time
      on  ninety  (90)  days  written  notice.   Termination  will  take  effect
      immediately at the end of the notice period.

13.5  Upon the  termination  of this Agreement for any reason York shall make no
      further use of the Assets or derivatives therefrom. York shall discontinue
      to use and exploit  the Assets or other  derivatives  therefrom  and shall
      promptly  return  all  paper,  data,  drawings,  manuals,  specifications,
      descriptions  and  material  of any kind  supplied to it  hereunder.  York
      shall, when  transmitting  such material,  acknowledge in writing that the
      documentation  thus  transmitted is complete and that York does not retain
      any copies thereof.

13.6  This section 13.6 and the following  rights and obligations  shall survive
      any termination of this Agreement to the degree  necessary to permit their
      complete fulfilment or discharge;

      (a)   York's  obligation  to supply a final report as specified in section
            7.2 of this Agreement.

      (b)   Biostar's  right to receive or recover and York's  obligation to pay
            amounts  pursuant to section 4 and  section  7.3 of this  Agreement,
            accrued up to and including the date of termination.

      (c)   York's  obligation to maintain records and make them available under
            section 14 of this Agreement.

      (d)   The representations,  warranties and indemnities under section 10 of
            this Agreement.

13.7  The parties agree that  termination of this Agreement by Biostar shall not
      affect the rights of any Sub-licensee  which at the time of termination is
      in good standing under its sub-licensing agreement with York. In the event
      of such termination,  Biostar shall step in to the sub-licensing agreement
      which shall continue, mutatis mutandis, so that all rights and obligations
      of the  Sub-licensee  are retained in accordance  with that  sub-licensing
      agreement.

13.8  Notwithstanding  section 13.7, in the event that Biostar  terminates  this
      Agreement as a result of the  termination of the  VIDO/Biostar  Agreement,
      Biostar shall have no obligations to any  Sub-licensee,.  York agrees that
      in case of  termination  of this  Agreement by Biostar  resulting from the
      termination  of  the  VIDO/Biostar   Agreement,  it  shall  terminate  all
      sub-licenses  then in effect  for the  rights  granted  to York under this
      Agreement.

13.9  The  obligations  of  confidentiality  as provided in this  Agreement will
      survive  termination of this Agreement for a period of ten (10) years post
      termination.


                                       19
<PAGE>

13.10 Termination  of this Agreement by either party shall not take effect while
      any dispute is being arbitrated pursuant to section 18.

13.11 Biostar  agrees that while this  Agreement is in force it shall maintain a
      corporate  existence,  and  shall not  institute  any  proceeding  for the
      winding up of its business.

14.   RECORDS

14.1  York shall keep accurate  records relating to all matters relevant to this
      Agreement  (including  payments due hereunder) and shall permit Biostar or
      its duly authorized representative to inspect all such records and to make
      copies of or extracts from such records during regular  business hours and
      on  reasonable  notice  throughout  the term of this  Agreement  and for a
      period of six (6) years  thereafter.  York shall fully  co-operate at such
      inspection and shall give any explanations  that may be requested.  If any
      such  inspection  discloses  any  underpayment  of  royalties,  York shall
      promptly  pay the  amount  of any  shortfall  at the  rate  determined  in
      accordance  with  section  4 and  section  7.3  hereof  from the date such
      payment was due until the date that York pays this shortfall.

14.2  York shall at each time of payment of royalties render a report to Biostar
      including copies of the Sub-licensee  reports to York,  giving an accurate
      account  of  total   manufacture   and  sale  of   Licensed   Product  and
      Sub-Licensing Revenues during the preceding quarter.

15.   SEVERABILITY

15.1  The parties agree that if any part,  term, or provision of this  Agreement
      shall  be found  illegal  or in  conflict  with any  applicable  law,  the
      validity of the remaining provisions shall not be affected thereby.

16.   USE OF LICENSOR'S NAME

16.1  Neither York nor Biostar  shall use the other  party's name or  trademark,
      nor the name of any employee or agent,  in any  advertising or promotional
      material  or  publicity  release  relating  to the Assets or the  Licensed
      Products without prior written consent from the other party, which consent
      shall not be unreasonably withheld.

17.   WAIVER, INTEGRATION, ALTERATION

17.1  The  waiver  of a  breach  hereunder  may be  effected  only by a  written
      document  signed by the waiving party and shall not constitute a waiver of
      any other breach.

17.2  A provision of this  Agreement  may be altered only by a written  document
      signed by both the parties, except as provided in section 15.


                                       20
<PAGE>

18.   DISPUTE RESOLUTION

18.1  If the  parties  are  unable to resolve  any  dispute  arising  under this
      Agreement,  such  matter  shall first be referred  for  resolution  to the
      Presidents of Biostar and York. In the event that no resolution is reached
      within 10 business days following such referral, or such further period as
      the  Presidents  may mutually  agree,  resolution  of the dispute shall be
      determined by arbitration to be held in the English language in Saskatoon,
      Saskatchewan,  in accordance with The Arbitration  Act, 1992,  Statutes of
      Saskatchewan,  or its successor legislation,  as may be in force from time
      to time.

19.   APPLICABLE LAW

19.1  This Agreement shall be governed and construed in accordance with the laws
      of Saskatchewan,  and any federal laws applicable therein, and the parties
      hereby  attorn  to the  jurisdiction  of the  Courts  of the  Province  of
      Saskatchewan.

20.   NOTICES UNDER THE AGREEMENT

20.1  All  written  communications  and notices  between  the  parties  shall be
      delivered personally or by courier,  sent by prepaid mail, registered mail
      or facsimile  transmission  to the attention of the party at the addresses
      provided  below, or any other addresses of which either party shall notify
      the other party in writing.  Any notice,  if  delivered  personally  or by
      courier,  will be deemed to have been given  when  actually  received;  if
      transmitted  by fax before 3:00 p.m. on a business  day, will be deemed to
      have been given on that business day; and if transmitted by fax after 3:00
      p.m.  on a  business  day,  will be deemed to have been given on the first
      business day following the date of transmission.

         If to York:                The President
                                    York Medical Inc.

                                    5045 Orbitor Drive, Building 11, Suite 400
                                    Mississauga, Ontario L4W 4Y4, Canada
                                    Facsimile: (905) 629-4959

         If to Biostar:             The President
                                    Biostar Inc.
                                    405-15 Innovation Blvd.

                                    Saskatoon, Saskatchewan, S7N 2X8, Canada
                                    Facsimile: (306) 651-1931

21.   EXTENDED MEANING

21.1  The use of the  singular in this  Agreement  shall  include the plural and
      vice versa.


                                       21
<PAGE>

22.   FORCE MAJEURE

22.1  The parties shall be relieved from  liability for a failure to perform any
      obligation  under this Agreement during such period and to the extent that
      the due  performance  thereof  by either of the  parties is  prevented  by
      reason of any circumstance beyond the control of the parties, such as war,
      warlike hostilities,  mobilization or general military call-up, civil war,
      fire, flood or other circumstances of similar importance.

22.2  The  party  desiring  to  invoke  an  event of force  majeure  shall  give
      immediate  notice to the other party of the commencement and the cessation
      of such  event of force  majeure,  failing  which the  party  shall not be
      discharged from liability for any non-performance  caused by such event of
      force majeure.

22.3  Both parties shall make all  reasonable  efforts to prevent and reduce the
      effect  of any  non-performance  of this  Agreement  caused by an event of
      force majeure.

23.   CURRENCY

23.1  All amounts due under this  Agreement  shall be paid in Canadian  currency
      and shall be  calculated  into Canadian  currency  using the exchange rate
      published in the Wall Street Journal on the date that the payment is due.

24.   COUNTERPARTS AND FACSIMILE

24.1  This Agreement and any amendment,  supplement,  restatement or termination
      of any  provision of this  Agreement  may be executed and delivered in any
      number of  counterparts,  each of which when  delivered is an original and
      all of which taken  together  constitute  one and the same  instrument.  A
      party's  transmission  by  facsimile  of a copy  of  this  Agreement  duly
      executed by that party shall constitute  effective  delivery by that party
      of an  executed  copy  of  this  Agreement  to  the  party  receiving  the
      transmission.  A party that has received this Agreement by facsimile shall
      forthwith deliver an originally executed copy to the other party.

25.   ENTIRE AGREEMENT

25.1  This Agreement  represents the entire  understanding  between the parties,
      and  supersedes  all other  agreements,  express or  implied,  between the
      parties concerning ASSETS.

IN WITNESS  WHEREOF the parties  have  caused this  Agreement  to be executed by
their duly  authorized  officers on the  respective  dates and at the respective
places hereinafter set forth.


                                       22
<PAGE>

Mississauga    /    2000                     Saskatoon   /    2000

YORK MEDICAL INC.                             BIOSTAR INC.

         "David G.P. Allan"                           "Brad Munro"
         ---------------------------                  --------------------------
By:      Mr. David G.P. Allan                   By:   Brad Munro
Title:   Chairman and Chief Executive        Title:   President  and Chief
         Officer                                      Executive Officer
At:      Mississauga, Ontario                   At:   Saskatoon, Saskatchewan


        "Niclas Stiernholm"                           "Todd L Lahti"
         ---------------------------                  --------------------------
By:      Dr. Niclas Stiernholm                  By:   Todd L Lahti
Title:   Director, Science & Technology      Title:   Treasurer
At:      Mississauga, Ontario                   At:   Saskatoon, Saskatchewan



                                       23
<PAGE>

                                   EXHIBIT "A"

                         PATENTS AND PATENT APPLICATIONS

Includes  all  patents  and  patent  applications  arising  from  U.S.A.  patent
application  numbers  07/779/171  and  07/335,018,   as  listed  in  Robins  and
Associates  patent  series  9001-0006  and  9001-0016.  The symbol [x] indicates
patents for which Novartis is charged with the maintenance and prosecution under
the provisions of the Novartis License, and the symbol [x] indicates patents for
which MMI is charged with the maintenance  and prosecution  under the provisions
of the MMI License.

1.    Robins and Associates Patent Series 9001-0006

      "COMPOSITIONS AND TREATMENTS FOR PNEUMONIA IN ANIMALS"

      o     Issued U.S. Patent No. 5,849,531 [x]

      "LEUKOTOXIN VACCINE COMPOSITIONS AND USES THEREOF"

      o     Issued U.S. Patent No. 5,871,750 [x]

      "PASTEURELLA HAEMOLYTICA LEUKOTOXIN COMPOSITIONS AND USES THEREOF"

      o     Issued U.S. Patent No. 5,476,657 [x]


(continued on next page)

                                       24
<PAGE>

2.    Robins and Associates Patent Series 9001-0016

      "ENHANCED IMMUNOGENICITY USING LEUKOTOXIN CHIMERAS"

      o     U.S. Application 08/976,566 [x]
      o     U.S. Patent 5,708,155 [x]
      o     U.S. Patent 5,422,110 [x]

      "GNRH LEUKOTOXIN CHIMERAS"

      o     U.S. Application 09/383,912 [x]
      o     U.S. Patent 5,969,126 [x]
      o     U.S. Patent 5,723,129 [x]
      o     U.S. Patent 5,837,268 [x]
      o     U.S. Patent 6,022,960 [x]


                                       25
<PAGE>

<TABLE>
<CAPTION>


Patent Report by Invention                                   Printed: 01/06/2000
Reference Number: 9001-0006

COMPOSITIONS AND TREATMENTS FOR PNEUMONIA IN ANIMALS

--------------------------------------------------------------------------------------------------------------------------------

COUNTRY                       REFERENCE#         TYPE     FILED          SERIAL #      ISSUED        PATENT#        STATUS
--------------------------------------------------------------------------------------------------------------------------------
<S>                           <C>              <C>        <C>           <C>          <C>            <C>             <C>
AUSTRALIA                     9001-0006.43       CEQ      05/25/1990     5662190       03/07/1994    642650         ISSUED
--------------------------------------------------------------------------------------------------------------------------------
BELGIUM                       9001-0006.48       DCA      05/25/1990     909068314     08/27/1997    0527724        PENDING
--------------------------------------------------------------------------------------------------------------------------------
CANADA                        9001-0006.40       CEQ      04/06/1990     2014033       02/09/1993    2014033        ISSUED
--------------------------------------------------------------------------------------------------------------------------------
SWITZERLAND                   9001-0006.49       DCA      05/25/1990     909068314     08/27/1997    0527724        PENDING
--------------------------------------------------------------------------------------------------------------------------------
GERMANY                       9001-0006.50       DCA      05/25/1990     909068314                   0527724        ISSUED
--------------------------------------------------------------------------------------------------------------------------------
EUROPEAN PATENT CO            9001-0006.44       CEQ      05/25/1990     909068314     08/27/1997    0527724        ISSUED
--------------------------------------------------------------------------------------------------------------------------------
SPAIN                         9001-0006.51       DCA      05/25/1990     909068314     08/27/1997    0527724        PENDING
--------------------------------------------------------------------------------------------------------------------------------
FINLAND                       9001-0006.45       CEQ      05/25/1990     924457                                     ABANDONED
--------------------------------------------------------------------------------------------------------------------------------
FRANCE                        9001-0006.52       DCA      05/25/1990     909068314     08/27/1997    0527724        PENDING
--------------------------------------------------------------------------------------------------------------------------------
UNITED KINGDOM                9001-0006.53       DCA      05/25/1990     909068314     08/27/1997    0527724        PENDING
--------------------------------------------------------------------------------------------------------------------------------
ITALY                         9001-0006.54       DCA      05/25/1990     909068314     08/27/1997    0527724        PENDING
--------------------------------------------------------------------------------------------------------------------------------
JAPAN                         9001-0006.46       CEQ      05/25/1990     2507689                                    ABANDONED
--------------------------------------------------------------------------------------------------------------------------------
NETHERLANDS                   9001-0006.55       DCA      05/25/1990     909068314     08/27/1997    0527724        PENDING
--------------------------------------------------------------------------------------------------------------------------------
NORWAY                        9001-0006.47       CEQ      05/25/1990     P923827                                    ABANDONED
--------------------------------------------------------------------------------------------------------------------------------
UNITED STATES                 9001-0006          NEW      04/07/1989     07/335,018                                 ABANDONED
--------------------------------------------------------------------------------------------------------------------------------
UNITED STATES                 9001-0006.20       CIP      04/05/1990     07/504,850                                 ABANDONED
--------------------------------------------------------------------------------------------------------------------------------
UNITED STATES                 9001-0006.01       CON      02/09/1993     08/015,537    12/19/1995    5,476,657      ISSUED
--------------------------------------------------------------------------------------------------------------------------------
UNITED STATES                 9001-0006.02       CON      12/14/1994     08/355,919    02/16/1999    5,871,750      ISSUED
--------------------------------------------------------------------------------------------------------------------------------
UNITED STATES                 9001-0006.10       DIV      05/31/1995     08/455,510    12/15/1998    5,849,531      ISSUED
--------------------------------------------------------------------------------------------------------------------------------
WIPO                          9001-0006.41       CEQ      04/06/1990     PCT/US90/01884                             ABANDONED
--------------------------------------------------------------------------------------------------------------------------------
WIPO                          9001-0006.42       CEQ      05/25/1990     PCT/CA90/00170                             NAT PHASE
--------------------------------------------------------------------------------------------------------------------------------

</TABLE>


<PAGE>

<TABLE>
<CAPTION>

Patent Report by Invention
Reference Number: 9001-0016

ENHANCED IMMUNOGENICITY USING LEUKOTOXIN CHIMERAS AND

GNRH-LEUKOTOXIN CHIMERAS

--------------------------------------------------------------------------------------------------------------------------------

COUNTRY                       REFERENCE#         TYPE     FILED          SERIAL #       ISSUED        PATENT#       STATUS
--------------------------------------------------------------------------------------------------------------------------------
<S>                           <C>              <C>        <C>           <C>          <C>            <C>             <C>
AUSTRALIA                     9001-0016.64       DCA      01/24/1996     4477796                                    PENDING
--------------------------------------------------------------------------------------------------------------------------------
AUSTRALIA                     9001-0016.84       DCA      08/08/1997     3843797                                    PENDING
--------------------------------------------------------------------------------------------------------------------------------
AUSTRALIA                     9001-0016.52       DIV                                                                PROPOSED
--------------------------------------------------------------------------------------------------------------------------------
BRAZIL                        9001-0016.65       DCA      01/24/1996     P196075260                                 PENDING
--------------------------------------------------------------------------------------------------------------------------------
BRAZIL                        9001-0016.85       DCA      08/08/1997     P197111236                                 PENDING
--------------------------------------------------------------------------------------------------------------------------------
CANADA                        9001-0016.66       DCA      01/24/1996     2212054                                    PENDING
--------------------------------------------------------------------------------------------------------------------------------
CANADA                        9001-0016.86       DCA      08/08/1997     2262524                                    PENDING
--------------------------------------------------------------------------------------------------------------------------------
CHINA                         9001-0016.67       DCA      01/24/1996     961926805                                  PUBLISHED
--------------------------------------------------------------------------------------------------------------------------------
CHINA                         9001-0016.87       DCA      08/08/1997     97197617                                   PENDING
--------------------------------------------------------------------------------------------------------------------------------
EUROPEAN PATENT CO            9001-0016.75       DCA      01/24/1996     969007962                                  PUBLISHED
--------------------------------------------------------------------------------------------------------------------------------
EUROPEAN PATENT CO            9001-0016.51       DCA      08/08/1997     979353950                                  PENDING
--------------------------------------------------------------------------------------------------------------------------------
HUNGARY                       9001-0016.68       DCA      01/24/1996     2544797                                    PENDING
--------------------------------------------------------------------------------------------------------------------------------
HUNGARY                       9001-0016.88       DCA      08/08/1997     519499                                     PENDING
--------------------------------------------------------------------------------------------------------------------------------
ISRAEL                        9001-0016.89       DCA      08/08/1997     128123                                     PENDING
--------------------------------------------------------------------------------------------------------------------------------
INDIA                         9001-0016.81       CEQ      08/07/1997     2204DEL97                                  PENDING
--------------------------------------------------------------------------------------------------------------------------------
JAPAN                         9001-0016.69       DCA      01/24/1996     8523847                                    PENDING
--------------------------------------------------------------------------------------------------------------------------------
JAPAN                         9001-0016.90       DCA      08/08/1997     10509192                                   PENDING
--------------------------------------------------------------------------------------------------------------------------------
NORTH KOREA                   9001-0016.91       DCA      08/08/1997     PCT/CA97/00559                             PENDING
--------------------------------------------------------------------------------------------------------------------------------
SOUTH KOREA                   9001-0016.70       DCA      01/24/1996     70551397                                   PENDING
--------------------------------------------------------------------------------------------------------------------------------
SOUTH KOREA                   9001-0016.92       DCA      08/08/1997     700109799                                  PENDING
--------------------------------------------------------------------------------------------------------------------------------
MEXICO                        9001-0016.71       DCA      01/24/1996     976009                                     PENDING
--------------------------------------------------------------------------------------------------------------------------------
MEXICO                        9001-0016.93       DCA      08/08/1997     PCT/CA97/00559                             PENDING
--------------------------------------------------------------------------------------------------------------------------------
NORWAY                        9001-0016.94       DCA      08/08/1997     19990533                                   PENDING
--------------------------------------------------------------------------------------------------------------------------------
NEW ZEALAND                   9001-0016.72       DCA      01/24/1996     300125         04/29/1999    300125        ISSUED
--------------------------------------------------------------------------------------------------------------------------------
NEW ZEALAND                   9001-0016.95       DCA      08/08/1997     333999                                     PENDING
--------------------------------------------------------------------------------------------------------------------------------
PHILIPPINES                   9001-0016.61       CEQ      02/09/1996     52321                                      PENDING
--------------------------------------------------------------------------------------------------------------------------------
PHILIPPINES                   9001.0016.82       CEQ      08/08/1997     57547                                      PENDING
--------------------------------------------------------------------------------------------------------------------------------
POLAND                        9001-0016.73       DCA      01/24/1996     P321704                                    PENDING
--------------------------------------------------------------------------------------------------------------------------------
POLAND                        9001-0016.96       DCA      08/08/1997     P331537                                    PENDING
--------------------------------------------------------------------------------------------------------------------------------
FEDERATION OF RUSSIA          9001-0016.74       DCA      01/24/1996     97115447                                   PENDING
--------------------------------------------------------------------------------------------------------------------------------
FEDERATION OF RUSSIA          9001-0016.97       DCA      08/08/1997     99104772                                   PENDING
--------------------------------------------------------------------------------------------------------------------------------
SINGAPORE                     9001-0016.98       DCA      08/08/1997     99004533                                   PENDING
--------------------------------------------------------------------------------------------------------------------------------
THAILAND                      9001-0016.63       CEQ      02/08/1996     029979                                     PUBLISHED
--------------------------------------------------------------------------------------------------------------------------------
TURKEY                        9001-0016.99       DCA      08/08/1997     199900267                                  PENDING
--------------------------------------------------------------------------------------------------------------------------------
TAIWAN                        9001-0016.41       NEW      11/24/1992     81109431                                   ABANDONED
--------------------------------------------------------------------------------------------------------------------------------
TAIWAN                        9001-0016.62       CEQ                                                                ABANDONED
--------------------------------------------------------------------------------------------------------------------------------
TAIWAN                        9001-0016.83       CEQ                                                                ABANDONED
--------------------------------------------------------------------------------------------------------------------------------
UKRAINE                       9001-0016.50       DCA      08/08/1997     99031259                                   PENDING
--------------------------------------------------------------------------------------------------------------------------------
UNITED STATES                 9001-0016          NEW      10/16/1991     07/779,171                                 ABANDONED
--------------------------------------------------------------------------------------------------------------------------------
UNITED STATES                 9001-0016.20       CIP      10/14/1992     07/960,932     06/06/1995    5,422,110     ISSUED
--------------------------------------------------------------------------------------------------------------------------------
UNITED STATES                 9001-0016.21       CIP      02/10/1995     08/387,156     03/03/1998    5,723,129     ISSUED
--------------------------------------------------------------------------------------------------------------------------------
UNITED STATES                 9001-0016.10       DIV      05/31/1995     08/455,970     01/13/1998    5,708,155     ISSUED
--------------------------------------------------------------------------------------------------------------------------------
UNITED STATES                 9001-0016.22       CIP      08/09/1996     08/694,865     11/17/1998    5,837,268     ISSUED
--------------------------------------------------------------------------------------------------------------------------------
UNITED STATES                 9001-0016.11       DIV      06/19/1997     08/878,748     10/19/1999    5,969,126     ISSUED
--------------------------------------------------------------------------------------------------------------------------------
UNITED STATES                 9001-0016.01       CON      11/24/1997     08/976,566                                 PENDING
--------------------------------------------------------------------------------------------------------------------------------
UNITED STATES                 9001-0016.12       DIV      07/29/1998     09/124,491                                 PENDING
--------------------------------------------------------------------------------------------------------------------------------
UNITED STATES                 9001-0016.02       CON      08/26/1999     09/383,912                                 PENDING
--------------------------------------------------------------------------------------------------------------------------------
WIPO                          9001-0016.40       CEQ      10/15/1992     PCT/CA92/00449                             ABANDONED
--------------------------------------------------------------------------------------------------------------------------------
WIPO                          9001-0016.60       CEQ      01/24/1996     PCT/CA96/00049                             NAT PHASE
--------------------------------------------------------------------------------------------------------------------------------
WIPO                          9001-0016.80       CEQ      08/08/1997     PCT/CA97/00559                             NAT PHASE
--------------------------------------------------------------------------------------------------------------------------------

</TABLE>


<PAGE>
                                   EXHIBIT "B"

Epidermal Growth Factor Receptors include:
HER1     (EGFR or ErbB1)
HER2     (neu or ErbB2)
HER3     (ErbB3)
HER4     (ErbB4)

Epidermal Growth Factor Receptors Ligands include:
         Epidermal Growth Factor    (EGF)
         Transforming Growth Factor alpha   (TGF--)
         Amphiregulin
         Heparin Binding Epidermal Growth Factor (HB-EGF)
         Betacellulin



<PAGE>


                                   EXHIBIT C



                       PASTEURELLA HAEMOLYTICA TECHNOLOGY

                               HUMAN APPLICATIONS

THIS AGREEMENT made with effect as and from the Closing Date of an Asset
Purchase Agreement (as hereinafter defined) (the "Effective Date") BETWEEN:

THE UNIVERSITY OF SASKATCHEWAN, a corporation pursuant to an Act of the
Government of Saskatchewan, as represented by the Veterinary Infectious Disease
organization, a division of the University of Saskatchewan which has its
principal offices located at 120 Veterinary Road, on the campus of the
University of Saskatchewan, (hereinafter referred to as "Licensor" )

OF THE FIRST PART

-and -

BIOSTAR INC., a corporation pursuant to the laws of the Dominion of Canada, with
is principal place of business located at #343 -111 Research Drive, Saskatoon,
Saskatchewan,

(hereinafter referred to as "Licensee")

OF THE SECOND PART

                              WI TNESSETH WHEREAS:

      A. The Licensee and the Licensor entered into a series of license
agreements culminating in a consolidated and amended Pasteurella haemolytica
Vaccine and Technology license agreement dated February 29th, 2000 (the
"Original License");

      B. Licensor has developed and owns, amongst other things, methods of
producing and using proteins derived from Pasteurella haemolytica which
developments are the subject matter of an application for a patent in the United
States of America filed on or about April 7, 1989 bearing serial No. 07/335,018
entitled "Compositions and Treatments for Pneumonia in Animals" and a
continuation in part of such patent application bearing serial No. 504,850 and
filed on or about April 5, 1990 and an application for a patent filed in the
United States of America on or about October 16, 1991 bearing serial No.
07/779,171 entitled "Enhanced Immunoreactivity Using Pasteurella Haemolytica
Leukotoxin Chimeras" and a continuation in part of such patent application filed
on or about October 13, 1992 bearing serial No. 07/960,932, and patents and
patent applications originating therefrom all as more particularly described in
Exhibit "A" attached;

      C. The Original License was partially assigned with the consent of the
Licensor and as contemplated by the asset purchase agreement between the
Licensee and related parties and Metamorphix-Canada, Inc and related parties
dated for reference June 1, 2000 (herein the "Asset Purchase Agreement");


<PAGE>


      D. Pursuant to the terms of a VIDO Biostar Closing Agreement the Licensor
agreed to grant the within license to the Licensee which license effects a
license of certain human related technology in the form of the within license;

NOW THEREFORE, in consideration of the premises, the receipt and sufficiency of
which consideration is hereby acknowledged, the parties agree as follows:

                                   ARTICLE I
                                 INTERPRETATION

1.01  As hereinafter used in this Agreement, terms have the following meanings:

      (a) "Confidential Information" has the meaning given that term by clause
13.01;

      (b) "Effective Date" means the date set forth on the face page of this
Agreement;

      (c) "External Disclosure" has the meaning given that term by clause 13.03

      (d) "Improvements" means all discoveries and inventions owned by the
Licensor, whether patentable or not, that consist of an improvement, addition,
extension or enhancement to the subject matter of the Licensed Patents or to the
Licensed Technology for use in Products subject of the License granted herein.

      (e) "License" has the meaning given that term by clause 2.01;

      (f) "Licensed Technology" means the Pasteurella haemolytica proteins and
peptides, and the GnRH technology, and methods of producing and using them as
described in the Licensed Patents referenced in Exhibit "A" and further includes
all technical data and information and biological materials and reagents useful
in working with the subject matter of the Licensed Patents relating to the
within grant of license and which is in existence as of the Effective Date;

      (g) "Licensed Patents" means any patents granted pursuant to the
applications referenced in Exhibit "A" or granted pursuant to any patent
application subsequently filed that is based on the Licensed Technology and
includes any continuations, continuations in part, divisions, patents of
additions, re-issues, renewals and extensions of such patents and patent
applications and all non-United States of America patents corresponding to any
of the foregoing;

      (h) "Net Sales" means during any period of time the total sales of
Products made by Licensee or Licensee's sublicensees to third party customers
(who are not sublicensees) less only the following items to the extent that such
items are separately identified on the applicable invoice:

            (i) sales, import, export, value added and similar taxes including,
            but without limitation, the federal goods and services tax imposed
            by Part VII of the Excise Tax Act, R.S.C., 1985, C. E-l, as amended;


                                       2
<PAGE>


            (ii) extraordinary packaging and packing costs that relate to sales
            to a particular customer and which are reimbursed by such customer;

            (iii) shipping and delivery costs that relate to sales to a
            particular customer and which are reimbursed by such customer;

            (iv) credits on returns, allowances or trades actually allowed and
            taken; and

            (v) freight insurance;

Notwithstanding the foregoing, Net Sales for purposes of calculating royalties
on sales by sublicensees shall be as provided for in the applicable agreement
with such sublicensees including any allocations of the selling price of
Products as between Components and Licensed Technology or Licensed Patents, as
the case may be.

      (i) This clause intentionally left blank.

      (j) "Products" means all compositions, processes, methods of use, or any
part or combination thereof, that:

            (i) infringe any claim of a Licensed Patent; or

            (ii) which incorporate, are made or designed from or with the aid of
            Licensed Technology;

or both, and "Product" is a singular reference to anyone of the Products;

      (k) "Royalty" and "Royalties" has the meaning given those terms by clauses
4.01 and 4.02;

      (l) "Term" means the period of time during which Licensee is obligated to
pay Royalties on Products pursuant to clause 2.03;

      (m) "Licensor" means for all purposes of this Agreement, other than the
enforcement of this Agreement by the University of Saskatchewan, that separate
and unique division of the University of Saskatchewan known as the Veterinary
Infectious Disease Organization which currently has its principal offices,
facilities and equipment located at 120 Veterinary Road on the campus of the
University of Saskatchewan, has a board of directors primarily composed of
persons not employed by Licensor or the University of Saskatchewan and which is
engaged in research and development.

                                   ARTICLE II
                            GRANT AND TERM OF LICENSE

2.01 In accordance with the provisions of this agreement, the Licensor grants
and the Licensee accepts a license (the "License") in all jurisdictions of the
world to the Licensed Patents and Licensed Technology for the purpose of
developing, producing, exploiting, using, selling or otherwise commercially


                                       3
<PAGE>


exploiting or having developed, produced, used, sold or otherwise commercially
exploited Products for use in humans comprising Gonadotrophin Hormone Releasing
Hormone (GnRH), Pasteurella haemolytica proteins or peptides combined with GnRH
or Epidermal Growth Factor Receptors or Epidermal Growth Factor Receptor Ligands
as defined in Schedule "B", and for clarity excluding products comprising GDF-8
or myostatin, and further excluding applications of the Licensed Patents and
Licensed Technology relating to the diagnosis, treatment or prevention of
infectious disease.

2.02 Subject to the provisions of this Agreement, Licensor acknowledges that:

      (a) the License is irrevocable during the Term; and

      (b) the License is exclusive in all jurisdictions of the world during the
Term to the extent of the above grant and Licensor shall not produce, use, sell,
lease or otherwise commercially exploit within the scope of this License
Products other than for its own research purposes, nor shall, within the scope
of the above grant the Licensor provide any third party with Products or the
Licensed Patents and Licensed Technology to any third party, other than for
research and educational purposes. For greater particularity and notwithstanding
the foregoing, the license is non-exclusive as to diagnostic applications for
Pasteurella haemolytica antibodies.

If, within the scope of the above grant, the Licensor wishes to provide a third
party with Products for research and educational purposes, or to license to a
third party within the scope of the above grant the Licensed Patents and
Licensed Technology for research and educational purposes, Licensor shall first
obtain Licensee's written consent. The granting or withholding of such consent
shall be in Licensee's sole and absolute discretion and any such consent will be
conditional, at Licensee's option, upon the beneficiary of such research and
educational license agreeing that Licensee shall have the right to make use of
any improvements conceived or developed by such beneficiary at no additional
cost to Licensee.

2.03 Royalty obligations on Products and other payments required pursuant to
Article IV in each jurisdiction of the world shall come to an end upon the later
of:

      (a) the expiration or invalidation of the last remaining Licensed Patents
covering the manufacture, use and/or sale of such Product in such jurisdiction;
or

      (b) ten (10) years from the date of first marketing such Product in such
jurisdiction.

Following the expiration of the Licensee's royalty obligations in a jurisdiction
pursuant to this clause, the Licensee shall be entitled to continue marketing
Products and using Licensed Technology in such jurisdiction without further
royalty or other payments of any description. This Agreement shall cease to be
exclusive to the Licensee with respect to any jurisdiction upon the expiration
of the Royalty obligations under this Agreement in such jurisdiction provided
that prior to such expiration the Licensee may elect by notice in writing to
extend its Royalty and other payment obligations for such period as may be
specified in such notice in which event the Royalty and other payment provisions
herein shall be so extended and the license shall continue for such period to be
exclusive to the Licensee.


                                       4
<PAGE>


2.04 Licensor shall, upon the request of and at the expense of Licensee, execute
all further documents which may be necessary to give effect to or register this
Agreement and the Licenses granted hereunder in any jurisdiction of the world.

2.05 Licensor shall, if it has not already done so, disclose the Licensed
Technology to Licensee within a reasonable period of time after the Effective
Date, and Licensor's personnel shall provide Licensee's personnel with
reasonable assistance in understanding and applying the Licensed Technology, for
reimbursement at Licensor's direct costs.

                                  ARTICLE III
                                  IMPROVEMENTS

3.01 During the Term, Licensor shall disclose and make available to Licensee all
Improvements which shall be dealt with in accordance with all the terms and
conditions of this Agreement. If an Improvement is patentable, it shall be
treated as one of the Licensed Patents, and if non-patentable, as part of the
Licensed Technology.

3.02 Licensee acknowledges that Licensor's obligations pursuant to clause 3.01
are conditional upon Licensor's continued existence. Improvements made by
employees of the University of Saskatchewan who are not employees of Licensor
are exempt from the operation of clause 3.01. In addition, Licensee acknowledges
that Licensor's ability to disclose and transfer Improvements may be limited by
Licensor's contractual obligations from time to time to third parties who
provide funding to support Licensor's various research and development programs.
Licensor shall, however, use all reasonable efforts to arrange its contractual
and funding obligations so as to be able to comply with clause 3.01.

                                   ARTICLE IV
                                    ROYALTIES

4.01 Licensee shall pay to Licensor a royalty on Net Sales (the "Royalty" or
Royalties") during the Term in accordance with the following subject only to
those withholdings provided for in this Agreement and as such rates may be
modified by clause 4.04:

      (a) if a Product infringes a claim or claims of a Licensed Patent, the
Royalty shall be four (4%) percent of Net Sales; and

      (b) if 4.01(a) is not applicable, the Royalty shall be two (2%) percent of
Net Sales.

4.02 Notwithstanding Clause 4.01, with respect to sales made by sublicensees
where Licensee is in receipt of royalties based on sales or other commercial
dispositions of Products made by such sublicensees, Licensee shall pay to
Licensor the lesser of:

      (a) twenty-five (25%) percent of the net royalties payable to Licensee by
such sublicensees; and

      (b) the amount otherwise due to Licensor pursuant to Clause 4.01.

As used in subclause 4.02 (a) above, "net royalties" means the gross amount of
royalties recoverable by Licensee from such sublicensees after deduction of


                                       5
<PAGE>


applicable withholdings or similar taxes less any royalties or similar payments
that Licensee has to make to any party other than Licensor in connection with
sales of Products. Furthermore, in jurisdictions which restrict or prohibit the
payment of funds out of the jurisdiction, Licensee shall have no obligation to
make any payments to Licensor except from and after Licensor electing to receive
payment in such jurisdiction. If Licensor makes such election in regards to any
such jurisdiction, Licensee's obligation in respect of royalties in such
jurisdiction shall not exceed fifty (50%) percent of its royalty entitlements
net of applicable taxes in such jurisdiction.

4.03     This clause left intentionally blank.

4.04 If the Royalties payable to the Licensor and/or other third parties would
exceed seven (7%) percent of Net Sales for a Product that infringes a claim or
claims of the Licensed Patents or three and one-half percent (3 1/2 %) for a
Product that does not, then the Royalty rates provided for in clause 4.01 shall
be reduced to a point that the total royalties payable by the Licensee to the
Licensor and/or such third parties do not exceed 7%. The Licensee shall use
reasonable efforts to ensure that any royalty reduction necessary under this
clause is allocated between the Licensor and such third party in an equitable
manner. However, under no circumstances shall the Royalty rates provided for
under clause 4.01(a) and (b) be reduced to less than one-third (1/3) of the
amount otherwise determinable under such clauses.

4.05 If a third party initiates any legal or administrative proceeding
challenging the validity, scope or enforceability of a Licensed Patent in any
country then Licensee's royalty obligations pursuant to this Article IV shall be
adjusted as if that particular Product did not infringe the claim or claims of a
Licensed Patent relating to such country. If the enforceability of the claim in
dispute in such proceedings is upheld by a court or other legal or
administrative tribunal from which no appeal is or can be taken, then the
balance of the payment that should have been made during the period of reduction
shall be promptly paid by Licensee to Licensor with interest calculated in
accordance with clause 5.05. If the claims of a Licensed Patent which cover that
Product are held to be invalid or otherwise unenforceable by a court or other
legal or administrative tribunal from which no appeal is or can be taken, then
no such payment shall be made. Licensee acknowledges that the foregoing
constitutes the full extent of Licensor's liability to Licensee in the event of
any such suit and is a bar to any proceedings for recovery of any other damages
of any description.

4.06 In addition to the amounts payable under clause 4.02, Licensee shall remit
to Licensor twenty-five (25%) percent of all option fees, license fees, or other
cash payments, equity or other consideration of any kind that Licensee receives
from Sublicensees, pursuant to sublicenses Licensee enters into as contemplated
by Article XI, other than payments that fall into the following categories:

      (a) payments made on account of royalties pursuant to such sublicense;

      (b) payments made to Licensee to fund research or development, or both, of
Product(s) to the extent that such payments are used for such purposes;


                                       6
<PAGE>


      (c) payments made to reimburse Licensee for expenses incurred in the
research or development, or both, of Product(s); and

      (d) payments made to reimburse Licensee for payments made to Licensor
under this Agreement.

Licensee shall be responsible for demonstrating to Licensor whether any payments
made to Licensee by a sublicensee fall into categories (a) through (d) above.

                                   ARTICLE V
                          REPORTS, PAYMENTS AND ACCOUNT

5.01 Licensee shall make written reports and payments on account of Royalties to
Licensor within ninety (90) days of the end of each calendar quarter commencing
with the first calendar quarter in which sale of Products are made in any
jurisdiction by Licensee or its sublicensees. Such written reports shall be
certified by a financial officer of Licensee and shall state the number of doses
sold and Net Sales made during the applicable calendar quarter and the
calculation of the payments due to Licensor pursuant to Article IV less any
credits provided for in this Agreement. Licensor acknowledges that Licensee may
integrate its written reports provided pursuant to this clause 5.01 into and
with the written reports that must be provided to Licensor pursuant to any other
license or similar agreements in force between Licensee and Licensor from time
to time. Licensee acknowledges that the credits against Royalties otherwise
payable provided by clause 7.03 or otherwise hereunder shall not entitle
Licensee to reduce any payment on account of Royalties to less than fifty (50%)
percent of the amount actually due and that all payments previously made on
account of Royalties are non-refundable under any circumstances except as
permitted by clause 5.03. In addition to the foregoing financial reports, the
Licensee shall provide the Licensor with a report semi-annually as to the
activities of the Licensee with respect to the development and registration of
the Products carried on by the Licensee in such six month period and an updated
estimate by the Licensee of the date of commencement of sales of Product.

5.02 Licensee shall make a final written report and payment within ninety (90)
days of the termination of this Agreement whether by expiration of time or
otherwise.

5.03 Licensee shall keep at its head office full, clear and accurate records of
the production, sale and disposition of Products in detail sufficient to allow
an audit of payments due under this Agreement for a period of three (3) years
after the delivery of each written report pursuant to clause 5.01. In addition,
Licensee shall similarly maintain all records provided to it by its
sublicensees. Licensee shall permit such books and records to be examined from
time to time by a chartered accountant designated by Licensor, and reasonably
acceptable to Licensee, for the purpose of conducting an audit of such written
reports. Licensor shall not conduct more than one (1) audit a year except as
hereinafter set forth. Audits shall be conducted by Licensor at its expense
unless an audit reveals a discrepancy between the amount of payments that should
have been made, and the amount of payments actually made of three (3%) percent
or greater for any quarterly period. In such event, Licensee shall pay
Licensor's audit expenses. Licensor may thereafter conduct more than one (1)
audit per year, which remedy shall be without prejudice to any other rights and
remedies Licensor may have as a result of such breach. In addition, the


                                       7
<PAGE>


difference between the amount of Royalties due and the amount of Royalties
actually paid shall be immediately paid to Licensee by Licensor, or to Licensor
by Licensee, as the case may be, with interest thereon calculated in accordance
with clause 5.05.

5.04 All amounts payable by Licensee to Licensor under this Agreement shall be
paid in Canadian dollars. If Products are sold outside of Canada for a currency
other than Canadian dollars, Net Sales shall first be determined in accordance
with the currency in which such Net Sales take place and then converted into the
Canadian dollar equivalent using the rate of exchange posted by Licensee's bank
on the last day of the applicable calendar quarter.

5.05 All payments of whatever description owed to either party by the other
under this Agreement shall bear interest at the prime rate charged by Licensee's
bank from time to time plus two (2%) percent per annum compounded monthly, not
in advance from and after the due date for payment to the date of actual
payment.

5.06 With respect to the application of clause 5.04 to the sales of Products
made by sublicensees where the applicable sublicense agreement contains
provisions respecting conversion of funds to Canadian dollars, such provisions
shall supersede the provisions of clause 5.04 as regards to calculation and
conversion of Net Sales.

                                   ARTICLE VI
                               PATENT PROSECUTION

6.01 The Parties acknowledge that Licensor has granted separate licenses in
respect of the Licensed Technology and the Licensed Patents including a license
granted for use in vaccines to prevent infectious disease in non-humans, but as
more particularly described in such license dated for reference the 29th day of
February, 2000, a copy of which has been provided to Licensee (herein the
"Novartis License"). The Parties also acknowledge that Licensor has granted a
further licenses in respect of the Licensed Technology and the Licensed Patents
for use in immunopharmaceutical products based upon leukotoxin carrier, GnRH, or
VIP for use in non-humans (other than for use in vaccines for the prevention of
infectious diseases in animals) and technology relating to the GDF-8 protein,
but as more particularly described in such license dated as an from of the
Effective Date (as such terms are defined therein) a copy of which has been
provided to Licensee (herein the "MMI License"). Pursuant to the provisions of
Article VI and Article VII of both the Novartis License and the MMI License, the
licensee thereunder (such licensees, successors and assigns herein referred to
as "Novartis" and "MMI" respectively) has several entitlements, obligations or
responsibilities including the following:

      A. to file applications, to prosecute and maintain the Licensed Patents
including additions, continuations, divisions and the like thereto;

      B. to discontinue prosecutions and applications and to advise and provide
Licensor with the option to proceed with filings, applications and prosecutions;

      C. to regularly apprise Licensor and at Licensor's direction on a
confidential basis Licensor's other licensees of the Licensed Patents of the
status of patent applications and of approved patents;


                                       8
<PAGE>


      D. to make to Licensor and at Licensor's direction on a confidential basis
to other licensees of the Licensed Patents who have an interest in an
application or registration respecting a Licensed Patent complete disclosure
other than a disclosure which specifically relates to the license granted under
the Novartis License or the MMI License and which does not affect such other
licensee's interest in the Licensed Patent(s);

      E. to consult with Licensor and at Licensor's direction on a confidential
basis its other licensees of the Licensed Patents respecting any actions or
prosecutions affecting Licensed Patents and to insure that any actions of
Novartis or MMI do not adversely affect such other licensees without the prior
written consent of Licensor; and

      F. to cooperate with Licensor and at Licensor's direction on a
confidential basis Licensor's other licensees of the Licensed Patents in the
application, prosecution and filing of any continuations, continuations-in-part,
divisions, patents of additions, re-issues, renewals and extensions, further
applications or defense of the Licensed Patents desired by Licensor or affecting
such other licensees provided that the same is not adverse to the rights of
Novartis or MMI under the Licensed Patents. Novartis and MMI are entitled to
reimbursement by Licensor of their out of pocket expenditures incurred in
providing such cooperation which is to be reimbursed to Licensor by the Licensee
hereunder.

6.02 Licensor agrees with Licensee with respect to the scope of the within grant
of license to:

      A. make all directions in favour of Licensee, to Novartis as directions
are contemplated by the provisions of the Novartis License, and to MMI as
directions are contemplated by the provisions of the MMI License, and to
maintain and not withdraw such directions without Licensee's consent; and

      B. obtain Licensee's written consent prior to providing any consent or
approval affecting the Licensed Patents as contemplated or requested pursuant to
the Novartis License or the MMI License; and

      C. to cooperate with Licensee in the application, prosecution and filing
of any continuations, continuations-in-part, divisions, patents of additions,
re-issues, renewals and extensions, further applications or defense of the
Licensed Patents desired by Licensee (and effecting the applicable directions
contemplated under the Novartis License and the MMI License) and to insure that
Novartis and MMI do likewise to the extent to do so pursuant to the Novartis
License and the MMI License, all subject to Licensee's obligation to reimburse
Licensor, Novartis, and MMI for their respective out of pocket expenditures
incurred in providing such cooperation; and

      D. to provide Licensee the opportunity to commence or continue the
prosecution and maintenance of patents that Novartis or MMI may determine under
its license not to make or pursue for inclusion under this License; and

      E. not to amend the Novartis License or the MMI License in a manner
adverse to the rights and entitlements of Licensee contemplated hereunder
without the Licensee's written consent.


                                       9
<PAGE>


6.03 Intentionally Left Blank

6.04 All patent applications on Licensed Technology or Improvements undertaken
by Licensee in accordance with this Agreement shall be undertaken in the name
and on behalf of the University of Saskatchewan. Licensee shall be responsible
for all costs and expenses associated with the filing and prosecution of such
applications and the maintenance fees, if any, required to maintain the Licensed
Patents in full force and effect except to the extent the responsibility resides
with Novartis or MMI, pursuant to the Novartis License and the MMI License. The
selection of the patent agents chosen to prosecute applications pursued
independently by Licensee shall be in the sole discretion of Licensee. Other
than as contemplated by 6.05, Licensor shall cooperate with Licensee in
prosecuting such application at no expense to Licensee other than reimbursement
for out-of-pocket expenses that Licensee approves prior to their being incurred.

6.05 At the request of the Licensee, Licensor shall provide such personnel as
may be available to it for purposes of consultation with and presentations to
governmental authorities in respect of the Licensed Patents and Licensor shall
be entitled to be compensated for such participation of such personnel on the
basis of a commercially reasonable consultation fee.

6.06 With respect to the Licensed Patents which are not subject of the Novartis
License, the following provisions will apply:

      (a) All patent applications on Licensed Technology or Improvements
undertaken by the Licensee in accordance with this Agreement shall be undertaken
in the name and on behalf of the University of Saskatchewan. The Licensee shall
be responsible for all costs and expenses associated with the filing and
prosecution of such applications and the maintenance fees, if any, required to
maintain such applications in full force and effect. The selection of the patent
agents chosen to prosecute such applications shall be in the sole discretion of
the Licensee. The Licensor shall cooperate with the Licensee in prosecuting such
applications at no expense to the Licensee other than reimbursement for
out-of-pocket expenses that the Licensee approves prior to their being incurred.
The Licensee's obligations under this Article VI do not extend to prosecuting
appeals from decisions of the patent office of various jurisdictions throughout
the world nor engaging in litigation with third parties. The Licensee shall
regularly apprise Licensor and at Licensor's direction on a confidential basis
Licensor's other licensees of the status of patent applications and of approved
patents. The Licensee shall be entitled to reimbursement of its out of pocket
expenditures incurred in providing such cooperation to other licensees.

      (b) Applications for Licensed Patents filed after the date of execution of
this Agreement shall first be filed in the United States of America and the
selection of other jurisdictions of the world in which any particular
application is to be filed shall be in the sole discretion of the Licensee. The
Licensee shall advise the Licensor of its decision in this regard within nine
(9) months of the filing date of any particular application in the United States
of America. With respect to applications for Licensed Patents in jurisdictions
where the Licensee chooses not to file, the Licensor may file and prosecute an
application at its own expense. With respect to any jurisdiction in which the
Licensor obtains a patent as contemplated by this clause, the Licensee shall not
have any rights under this Agreement.


                                       10
<PAGE>


      (c) The Licensee shall have the option of discontinuing the prosecution of
an application for a Licensed Patent or not filing an application based on the
Licensed Technology or any Improvement in accordance with this clause 6.06. If
the Licensee's patent agents provide a written opinion to the effect that an
application for a Licensed Patent does not warrant the expense of further
prosecution, or that an aspect of the Licensed Technology or any Improvement
(which the Licensor considers patentable) does not warrant the expense of an
application the Licensee may, in its sole discretion, refuse to proceed with
such prosecution or application. If the Licensee exercises such option, it shall
so advise the Licensor in writing and provide the Licensor with a copy of the
opinion of the patent agents on which such decision is based. The Licensor may,
in its sole discretion, file and prosecute, or continue the prosecution, as the
case may be, of such an application, and any patents so obtained shall not be
the subject of this License and the Licensor may grant licenses for such patents
to any third party.

                                  ARTICLE VII
                       PATENT PROTECTION AND INFRINGEMENT

7.01 The Licensee and the Licensor shall promptly advise each other of any
infringement or suspected infringement of the Licensed Patents by a third party.
Subject to any subsequent agreement as to the conduct of any such action:

      (a) the Licensee, or its sublicensees, or both, may institute a suit and,
subject to the provisions hereinafter appearing, join the Licensor as a
plaintiff in which case the Licensee and its sublicensees, as the case may be,
shall bear the entire cost of such litigation and shall be entitled to retain
the entire amount of any recovery whether by way of judgement, award, decree or
settlement;

or

      (b) if the Licensee and its sublicensees choose not to institute a suit as
provided for in subclause (a) above, the Licensor may institute a suit in which
case the Licensor shall bear the entire cost of such litigation and shall be
entitled to retain the entire amount of any recovery whether by way of judgment,
award, decree or settlement.

If the Licensee and its sublicensees exercise their right to commence a suit,
the Licensor need not consent to being nor shall it be added as a party until
provided with an indemnity agreement from the Licensee and its sublicensees
against all costs, expenses and damages which the Licensor may incur as a result
of such cooperation. Such indemnity agreement shall be in a form satisfactory to
the Licensor's solicitors and be supported by such reasonable assurances in
support of such indemnity as the Licensor considers appropriate in the
circumstances.

7.02 Should the Licensor or the Licensee (which includes for purposes of this
clause the Licensee's sublicensees) commence a suit in accordance with clause
7.01 and subsequently elect to abandon such suit, the Licensor or the Licensee,
as the case may be, shall first give timely notice to the other, who may, if it
so desires, continue prosecution of such suit provided that an agreement as to
the sharing of expenses and any recoveries is first arrived at.

7.03 If the Licensee institutes a suit in accordance with clause 7.01 it may
deduct fifty (50%) of its out-of-pocket expenditures, including legal fees and
disbursements, that are incurred in bringing and prosecuting such infringement


                                       11
<PAGE>


action from Royalties not yet paid to a maximum amount of one-half of each
payment on account of Royalties otherwise due, until such expenditures are paid
in full. If the Licensee recovers profits or damages, or both, from the alleged
infringer, the Licensee shall after reimbursing itself for such expenditures
that it has had to bear, repay the Licensor all Royalties that have been
deducted in accordance with this clause 7.03 and interest as provided for
herein, up to, but not exceeding, the amount of the damages so recovered by the
Licensee. However, if any such infringement suit results in an adverse judgment
and all or some of the Licensed Patents are wholly or partially invalidated,
Royalties shall be adjusted in accordance with clause 4.01.

7.04 Each party shall promptly notify the other in writing of any claim or
action for infringement of the patent rights of any third party based on the
production, use or sale of Products by the Licensee or its sublicensees.

7.05 The entitlements of the Licensee under this Article VII are limited to
third party infringements of the applications subject of this Agreement.

                                  ARTICLE VIII
                         REPRESENTATIONS AND WARRANTIES

8.01     Subject to Article IX, Licensor represents and warrants that it:

      (a) has obtained and holds title to all such rights in the Licensed
Patents and Licensed Technology as may be necessary to grant the licenses
contemplated by this Agreement subject to the rights of governmental and other
agencies pursuant to funding agreements that Licensor has with such agencies;
and

      (b) and has full power and authority to enter into this Agreement.

                                   ARTICLE IX
                            DISCLAIMER OF WARRANTIES

9.01 The parties acknowledge and agree that nothing in this Agreement is or
shall be construed as being:

      (a) a warranty or representation by Licensor as to whether any patents
based on the Licensed Technology will issue or the validity or scope of the
Licensed Patents once issued; or

      (b) a warranty or representation by Licensor that Products made, used,
sold or otherwise disposed of by Licensee are and will be free from infringement
of patents, copyrights, trademarks or other proprietary interests of any third
party; or

      (c) an obligation on Licensor to bring or prosecute actions or suits
against third parties for infringement of the Licensed Patents or other
proprietary rights under any circumstances; or


                                       12
<PAGE>


      (d) the conferring of any rights to use in advertising, publicity or
otherwise any trademark or the name of either Licensor or the University of
Saskatchewan or any employee, agent or person otherwise associated with either
of those institutions; or

      (e) a grant by implication, estoppel or otherwise of any license to any
patents or other confidential proprietary information of Licensor other than the
Licensed Patents and Licensed Technology; or

(1) A REPRESENTATION OR WARRANTY, WHETHER EXPRESS OR IMPLIED, BY LICENSOR OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, NOR A REPRESENTATION OR
WARRANTY BY LICENSOR THAT IT SHALL BEAR ANY LIABILITY TO LICENSEE WHATSOEVER BY
REASON OF ANY LOSS OR DAMAGE SUSTAINED BY LICENSEE, ITS EMPLOYEES, OR ANY THIRD
PARTY ARISING OUT OF THE PRODUCTION, USE, SALE OR OTHER DISPOSAL OF PRODUCTS OR
ARISING DIRECTLY OR INDIRECTLY OUT OF THE USE BY LICENSEE OF THE LICENSED
PATENTS AND LICENSED TECHNOLOGY OR OTHERWISE ARISING OUT OF THE GRANT OF ANY
RIGHTS UNDER THIS AGREEMENT OR OUT OF THE PROVISION OF ANY INFORMATION IN
CONNECTION WITH THIS AGREEMENT.

                                   ARTICLE X
                                    INDEMNITY

10.01 Licensee shall indemnify, hold harmless and defend Licensor and its
officers, employees and agents against any and all claims arising out of the
exercise by Licensee of any of the rights granted to it under this Agreement
including, without limitation, against any damages, losses or liabilities
whatsoever with respect to death or other personal injury to a person or damage
to property arising from or out of the use of the Licensed Patents and Licensed
Technology by Licensee, it sublicensees or its customers in any manner
whatsoever or the production, use, sale, or lease of Products by Licensee, its
sublicensees or its customers in any manner whatsoever.

                                   ARTICLE XI
                                  SUBLICENSING

11.01 This Agreement has been entered into so that Licensee may commercialize
the Licensed Patents and Licensed Technology by the development, production, use
and marketing of Products. Accordingly, Licensee may grant sublicenses of its
rights under this Agreement and enter into contracts to have Products developed,
produced, used or sold provided that all such sublicenses shall provide, amongst
other things, that they come to an end immediately upon the termination of this
Agreement for whatever reason.

                                  ARTICLE XII
                                   TERMINATION

12.01 This Agreement shall terminate at Licensor's option if Licensee is in
breach of any material provision hereof and fails to remedy such breach within
ninety (90) days of receipt of written notice from Licensor of such breach.


                                       13
<PAGE>


12.02    This Agreement shall further terminate, at the option of Licensor, if:

      (a) Licensee files an Assignment in Bankruptcy or is adjudged a bankrupt
or insolvent corporation; or

      (b) Licensee is adjudged a bankrupt or insolvent corporation as a result
of taking advantage of any law or governmental regulation relating to bankruptcy
or insolvency; or

      (c) a receiver or receiver-manager for all or substantially all of the
property and assets of Licensee is appointed; or

      (d) Licensee makes an assignment or attempted assignment for the benefit
of its creditors;

or

      (e) Licensee institutes any proceedings for the winding up of its
business; or

      (f) a governmental authority exercises its powers in such a way that the
expropriation or confiscation of all or a substantial part of the property and
assets of Licensee occurs.

12.03 If Licensor decides to exercise its option to terminate this Agreement
pursuant to either clauses 12.01 or 12.02, it shall so exercise such option by
delivering written notice to Licensee, which written notice shall specify the
effective date of termination. Termination of this Agreement shall not prejudice
any other rights or remedies, whether in law or in equity, that Licensor may
have as a result of any actions by Licensee.

12.04 Licensee shall be entitled, at its option, to terminate this Agreement at
any time by giving Licensor a minimum of ninety (90) days written notice of its
intention.

12.05 Upon termination of this Agreement, whether pursuant to clauses 12.01,
12.02 or 12.04, the parties shall return to each other all Confidential
Information with the exception of one (1) copy of each such disclosure which may
be retained for record purposes. Licensee acknowledges that upon termination of
this Agreement by Licensor for any reason other than the expiration of the Term,
it shall no longer have any rights to use the Licensed Technology or infringe
the Licensed Patents. Accordingly, Licensee shall cease production of Products
upon the effective date of termination and return all cell lines, reagents and
other biological material obtained from Licensor to Licensor. With respect to
the remaining stock of Products then in Licensee's possession, Licensor shall
have the option of purchasing such remaining stock from Licensee at and for a
price equal to the price that Licensee offers such Products to its third party
customers less ten (10%) percent, or by having Licensee destroy such remaining
stock of Products, and providing proof of such destruction to Licensor.

12.06 Surviving the termination of this Agreement, whether pursuant to clauses
12.01 and 12.02 of this Article XII or due to the expiration of time, are the
appropriate provisions of Article II (Licenses), Article III (Improvements),
Article IV (Royalties), Article V (Reports, Payments and Accounting), Article IX
(Disclaimer of Warranties), Article X (Indemnity), Article XII (Termination) and
Article XIII (Confidentiality and Disclosures).


                                       14
<PAGE>


                                  ARTICLE XIII
                         CONFIDENTIALITY AND DISCLOSURES

13.01 The parties acknowledge that both of them may from time to time disclose
to the other (respectively referred to as the "Discloser" and the "Recipient",
as the case may be) information that is confidential and proprietary, or both,
to the Discloser. Such information may be disclosed orally, graphically, by way
of sample or specimen or otherwise printed or recorded by any means.

Accordingly, all information disclosed pursuant to this Agreement including,
without limitation, all information pertaining to the Licensed Patents and
Licensed Technology, shall be deemed to be confidential information (hereinafter
referred to as "Confidential Information") unless the Discloser expressly
indicates that it is not confidential or it falls into one of the following
categories:

      (a) it is required to be disclosed by reason of judicial action after all
reasonable legal remedies to maintain the confidentiality of such information
have been exhausted; or

      (b) it is or becomes part of the public domain through no fault of the
Recipient; or

      (c) it is known to the Recipient, or its permitted sublicensees prior to
disclosure by the Discloser; or

      (d) it is subsequently legally obtained by the Recipient or its
sublicensees from a third party under circumstances which do not constitute a
breach of this Article XIll; or

      (e) it is independently developed by the Recipient outside of this
Agreement and without in any way breaching this Agreement; or

      (f) it is approved for public release by the Discloser.

13.02 Each of the parties shall use its reasonable best efforts to preserve the
secrecy of Confidential Information and shall only disclose it to:

      (a) employees, or employees of permitted sublicensees who are required to
know the same for performance of their duties and who have entered into
appropriate confidentiality agreements; and

      (b) such Government officials as are required for the purpose of obtaining
all necessary regulatory approvals for the purpose of commercializing any
Product or for the filing of any patent in any jurisdiction, provided that the
parties shall avail themselves of all available provisions for ensuring that
such disclosures do not become public.

Neither Licensor nor Licensee shall submit any manuscript, abstract, or like
document for written or oral publication if it includes data or other
information generated and provided by the other party without first obtaining
the prior written consent of the other, which consent shall hot be unreasonably
withheld. The contribution of each party shall be noted in all publications or
presentations by acknowledgement or co-authorship, whichever is appropriate.


                                       15
<PAGE>


13.03 Licensee recognizes that Licensor has an obligation to publish and
disseminate scientific knowledge. Licensor recognizes that the public release of
material pertaining to Licensed Technology may prejudice the possibility of
obtaining letters patent for such Licensed Technology, or result in commercially
significant Confidential Information being disclosed to a competitor of
Licensee's, or both. Therefore, during the Term, Licensor shall make all theses,
articles and similar publications of any description, and the contents of all
abstracts and poster presentations which relate to the Licensed Patents or
Licensed Technology, or both and Improvements (all hereinafter referred to as
"External Disclosures") available for review by Licensee within a reasonable
period of time prior to submission for publication or release, as the case may
be, but in any event at least thirty (30) days prior to such date. Licensee
shall review all External Disclosures to ascertain whether patentable subject
matter or commercially significant Confidential Information is disclosed.
Licensor shall only proceed with an External Disclosure upon receiving
Licensee's consent, which consent shall be deemed to have been given if Licensee
does not respond within a period of thirty (30) days from the date of submission
to Licensee of any particular External Disclosure. If requested by Licensee in
writing, Licensor shall:

      (a) delay submission for publication or release, as the case may be, of
any particular External Disclosure for the period of time required for a patent
application to be filed, which period of time shall not exceed six (6) months
without Licensor's written consent; or

      (b) amend such External Disclosure so as to delete those portions which
constitute commercially significant Confidential Information; or both.

As used in clauses 13.03, 13.04 and 13.05, the term "commercially significant
Confidential Information" means Confidential Information which, if disclosed to
a commercial competitor of Licensee's, could allow such competitor to develop or
enhance its position in the market place, or to price a new product in a more
competitive fashion, or to improve the price of an existing product so as to
compete or improve its competitive position with respect to existing or
potential Licensee Products. Commercially significant Confidential Information
may include, by way of example and without limitation, information as to the
formulation or composition of a Product, the method of formulating or combining
ingredients for a Product, detailed chemical or biological structural
information for a Product and its ingredients, and the method or application of
a Product.

13.04 Licensor shall use reasonable efforts to ensure that all scientific oral
presentations which are made by its staff and graduate students do not contain
commercially significant Confidential Information.

13.05 Licensee acknowledges and agrees that clause 13.03 shall not prohibit
Licensor's personnel from disseminating general information concerning the
Licensed Patents and Licensed Technology to government agencies, associations of
livestock producers, other organizations or groups of whatever description who
provide funding to Licensor or who derive a direct benefit from Licensor's
research activities as long as commercially significant Confidential Information
is not disclosed.


                                       16
<PAGE>


                                  ARTICLE XIV
                            COMMERCIAL DUE DILIGENCE

14.01 Licensee shall make diligent efforts to introduce Products subject of the
License granted herein as soon and in as wide a market as is practicable and
consistent with sound and reasonable business practice and judgment. Licensor
shall have the right to terminate this Agreement on a jurisdiction by
jurisdiction basis, at any time after the Effective Date if, in Licensor's
reasonable judgment, Licensee has failed to meet such obligations in a
particular jurisdiction. If Licensee disagrees with Licensor's decision to
terminate this Agreement, such dispute shall be referred to arbitration in
accordance with clause 15.08 and the decision of the arbitrator once rendered
shall be final and binding upon the parties.

14.02 Wherever commercially feasible to do so, Licensee shall publicly
acknowledge and shall ensure that its sublicensees publicly acknowledge, the
role of Licensor or the University of Saskatchewan, or both, in the deveiopment
of Products. Prior to providing any such public acknowledgement, Licensee shall
obtain the approval of Licensor or the University of Saskatchewan, as the case
may be. With respect to the University of Saskatchewan, Licensee acknowledges
that any such approval must be obtained from the Board of Governors in the
manner stipulated by the University of Saskatchewan Act, Statutes of
Saskatchewan.

                                   ARTICLE XV
                                  MISCELLANEOUS

15.01 This Agreement may be assigned by Licensee in whole or in part without the
prior written consent of Licensor with the provision of written notice of such
assignment to Licensor. As a condition precedent to assignment, the proposed
assignee shall promptly execute and deliver an agreement in favour of Licensor
pursuant to which the assignee agrees to be bound by all of the terms and
conditions contained in this Agreement. Licensee acknowledges that no such
assignment shall in any way affect its liabilities and responsibilities under
this Agreement.

15.02 This Agreement shall be construed, interpreted and applied in accordance
with the laws of the Province of Saskatchewan and Canada, and the parties hereby
attorn to the jurisdiction of the Courts of the Province of Saskatchewan.

15.03 All notices, demands or other writings required or permitted to be given
hereunder by either party hereto to the other, may be effectively given by
letter, mailed by registered mail, postage prepared, addressed to:

      (a)    to Licensor: VIDO

             120 Veterinary Road
             University of Saskatchewan
             Saskatoon, Saskatchewan S7N OWO
             Attention: Director

      (b)    to Licensee: Biostar Inc.

             #343-111 Research Drive
             Saskatoon, Saskatchewan S7N OWO
             Attention: President


                                       17
<PAGE>


or hand delivered to the above addresses or sent by electronic means. If mailed
as aforesaid, any such notice shall be deemed to have been given by the seventh
(7th) business day following the date of posting, and if delivered personally or
by electronic means, on the date or delivery, provided that such date is a
business day. Either party to this Agreement may change its address for service
from time to time by giving notice in writing in accordance with the foregoing.

15.04 The parties covenant and agree that if either party hereto fails or
neglects, for any reason, to take advantage of any of the terms herein provided
for its benefit, any such failure or neglect by such party shall not be, nor be
deemed to be construed as waiver of any of the terms, covenants or conditions of
this Agreement or the performance thereof.

15.05 This is a contract between separate legal entities and neither party is
the agent of the other for any purposes whatsoever, and nothing in this
Agreement does or shall directly or indirectly constitute either party to be the
agent of the other.

15.06 This Agreement shall enure to the benefit of and be binding upon the
parties hereto and their respective successors and any permitted assigns.

15.07 Neither party to this Agreement shall be liable to the other for failure
or delay in the performance of their obligations under this Agreement, by Acts
of God, regulations, or laws of any government, war, civic commotion, strike,
lock-out, or labour disturbances, destruction of facilities and any materials
and equipment by fire, earthquake, storm, failure of public utilities or common
carriers, and any cause beyond the control of that party for the period of time
that the foregoing prevents performance. Licensee acknowledges and agrees that
the foregoing does not operate so as to excuse it from prompt payment of any and
all sums due by it to Licensor pursuant to the terms and conditions of this
Agreement.

15.08    With the exception of:

      (a) a dispute arising from any breach or alleged breach of the party's
obligations with respect to confidentiality; or

      (b) a failure by Licensee to make any payments when due; or

      (c) the exercise by Licensor of its right to terminate this Agreement
pursuant to Article XII, the parties shall submit all disputes arising under
this Agreement to arbitration. The party desiring to initiate arbitration shall
serve a written request on the other party. The party receiving such written
request shall designate the locale within which arbitration is to take place.
Within thirty (30) days of receipt of such written request, each party shall
appoint an umpire. The arbitration shall take place in accordance with the
provisions of the Arbitration Act, Statute of Saskatchewan, or its successor
legislation in force from time to time.

15.09 This Agreement constitutes the entire agreement between the parties
pertaining to the subject matter. No representative of Licensee or Licensor has
been authorized to make any representation, warranty or promise not contained


                                       18
<PAGE>


herein. This Agreement may not be amended or modified in any manner except by
written agreement executed by both of the parties.

15.10 The headings contained in this Agreement are for reference purposes only
and shall in no way affect the meaning or interpretation of any section of this
Agreement.

IN WITNESS WHEREOF VIDO has hereunto affixed its corporate seal as evidence of
its approval of this Agreement by the hands of its duly authorized officers in
that behalf on the day and year first above written.

THE VETERINARY INFECTIOUS DISEASE ORGANIZATION

PER:
     -----------------------------------------




PER:
     -----------------------------------------






                                       19
<PAGE>



IN WITNESS WHEREOF the Board of Governors University of Saskatchewan has
hereunto affixed its corporate by the hands of its duly authorized officers in
that behalf day and year first above written.

BOARD OF GOVERNORS OF THE UNIVERSITY OF SASKATCHEWAN

UNIVERSITY OF SASKATCHEWAN

PER:
     -----------------------------------------


PER:
     -----------------------------------------




IN WITNESS WHEREOF Biostar Inc. has hereunto affixed its corporate seal by the
hands of its duly authorized officers in that behalf on the day and year first
above written.

BIOSTAR INC.

PER:
     -----------------------------------------




PER:
     -----------------------------------------






<PAGE>


                                                             A-1

                                  SCHEDULE "A"

Pasteurella haemolytica Vaccine and Technology:

Includes all patents and patent applications arising from U.S.A. patent
application numbers 07/779/171 and 07/335,018, as listed in Robins and
Associates patent series 9001-0006 and 9001- 0016. The symbol "a" indicates
patents for which Novartis is charged with the maintenance and prosecution under
the provisions of the Novartis License, and the symbol "a" indicates patents for
which MMI is charged with the maintenance and prosecution under the provisions
of the MMI License.

            2 A. Robins and Associates Patent Series 9001-0006

"Compositions and Treatments for Pneumonia in Animals"

Issued U.S. Patent No. 5,849,531 a

"Leukotoxin Vaccine Compositions and Uses Thereof"

Issued U.S. Patent No. 5,871,750 a

"Pasteurella haemolytica Leukotoxin Compositions and Uses Thereof"

Issued U.S. Patent No. 5,476,657 a

B.       Robins and Associates Patent Series 9001-0016

"Enhanced Immunogenicity Using Leukotoxin Chimeras"

         U.S. Application 08/976,566 a

         U.S. Patent 5,708,155 a

         U.S. Patent 5,422,110 a

"GnRH Leukotoxin Chimeras"

         U.S. Application 09/383,912 a

         U.S. Patent 5,969,126 a

         U.S. Patent 5,723,129 a

         U.S. Patent 5,837,268 a

         U.S. Patent 6,022,960 a


                                      A-1
<PAGE>

<TABLE>
<CAPTION>

                                                               VIDO
                                                              BIOSTAR

Patent Report by Invention                                                                                     Printed:  01/06/2000
Reference Number: 9001-0006

                                       COMPOSITIONS AND TREATMENTS FOR PNEUMONIA IN ANIMALS

-----------------------------------------------------------------------------------------------------------------------------------
           COUNTRY                REFERENCE       TYPE        FILED          SERIAL        ISSUED      PATENT          STATUS
                                      #                                        #                          #
-----------------------------------------------------------------------------------------------------------------------------------
<S>                            <C>               <C>       <C>            <C>            <C>           <C>         <C>
 AUSTRALIA                     9001-0006.43      CEQ       05/25/1990     5662190        03/07/1994    642650      ISSUED
-----------------------------------------------------------------------------------------------------------------------------------
 BELGIUM                       9001-0006.48      DCA       05/25/1990     909068314      08/27/1997    0527724     PENDING
-----------------------------------------------------------------------------------------------------------------------------------
 CANADA                        9001-0006.40      CEQ       04/06/1990     2014033        02/09/1993    2014033     ISSUED
-----------------------------------------------------------------------------------------------------------------------------------
 SWITZERLAND                   9001-0006.49      DCA       05/25/1990     909068314      08/27/1997    0527724     PENDING
-----------------------------------------------------------------------------------------------------------------------------------
 GERMANY                       9001-0006.50      DCA       05/25/1990     909068314                    0527724     ISSUED
-----------------------------------------------------------------------------------------------------------------------------------
 EUROPEAN PATENT               9001-0006.44      CEQ       05/25/1990     909068314      08/27/1997    0527724     ISSUED
 CO
-----------------------------------------------------------------------------------------------------------------------------------
 SPAIN                         9001-0006.51      DCA       05/25/1990     909068314      08/27/1997    0527724     PENDING
-----------------------------------------------------------------------------------------------------------------------------------
 FINLAND                       9001-0006.45      CEQ       05/25/1990     924457                                   ABANDONED
-----------------------------------------------------------------------------------------------------------------------------------
 FRANCE                        9001-0006.52      DCA       05/25/1990     909068314      08/27/1997    0527724     PENDING
-----------------------------------------------------------------------------------------------------------------------------------
 UNITED KINGDOM                9001-0006.53      DCA       05/25/1990     909068314      08/27/1997    0527724     PENDING
-----------------------------------------------------------------------------------------------------------------------------------
 ITALY                         9001-0006.54      DCA       05/25/1990     909068314      08/27/1997    0527724     PENDING
-----------------------------------------------------------------------------------------------------------------------------------
 JAPAN                         9001-0006.46      CEQ       05/25/1990     2507689                                  ABANDONED
-----------------------------------------------------------------------------------------------------------------------------------
 NETHERLANDS "                 9001-0006.55      DCA       05/25/1990     909068314      08/27/1997    0527724     PENDING
-----------------------------------------------------------------------------------------------------------------------------------
 NORWAY                        9001-0006.47      CEQ       05/25/1990     P923827                                  ABANDONED
-----------------------------------------------------------------------------------------------------------------------------------
 UNITED STATES                 9001-0006         NEW       04/07/1989     07/335,018                               ABANDONED
-----------------------------------------------------------------------------------------------------------------------------------
 UNITED STATES                 9001-0006.20      CIP       04/05/1990     07/504,850                               ABANDONED
-----------------------------------------------------------------------------------------------------------------------------------
 UNITED STATES                 9001-0006.01      CON       02/09/1993     08/015,537     12/19/1995   5,476,657    ISSUED
-----------------------------------------------------------------------------------------------------------------------------------
 UNITED STATES                 9001-0006.02      CON       12/14/1994     08/355,919     02/16/1999   5,871,750    ISSUED
-----------------------------------------------------------------------------------------------------------------------------------
 UNITED STATES                 9001-0006.10      DIV       05/31/1995     08/455,510     12/15/1998   5,849,531    ISSUED
-----------------------------------------------------------------------------------------------------------------------------------
 WIPO                          9001-0006.41      CEQ       04/06/1990     PCT/US90                                 ABANDONED
                                                                          /01884

-----------------------------------------------------------------------------------------------------------------------------------
 WIPO                          9001-0006.42      CEQ       05/25/1990     PCT/CA90                                 NAT PHASE
                                                                          /00170

-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>


                                                               A-2
<PAGE>

Patent Report by Invention
Reference Number: 9001-0016

GNRH-LEUKOTOXIN CHIMERAS

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
           COUNTRY                REFERENCE       TYPE        FILED          SERIAL        ISSUED      PATENT          STATUS
                                      #                                        #                          #
-----------------------------------------------------------------------------------------------------------------------------------
<S>                            <C>               <C>       <C>            <C>            <C>           <C>         <C>
 AUSTRALIA                     9001-0016.64      DCA       01/24/1996     4477796                                   PENDING
-----------------------------------------------------------------------------------------------------------------------------------
 AUSTRALIA                     9001-0016.84      DCA       08/08/1997     3843797                                   PENDING
-----------------------------------------------------------------------------------------------------------------------------------
 AUSTRALIA                     9001-0016.52      DIV                                                                PROPOSED
-----------------------------------------------------------------------------------------------------------------------------------
 BRAZIL                        9001-0016.65      DCA       01/24/1996     P196075260                                PENDING
-----------------------------------------------------------------------------------------------------------------------------------
 BRAZIL                        9001-0016.85      DCA       08/08/1997     P197111236                                PENDING
-----------------------------------------------------------------------------------------------------------------------------------
 CANADA                        9001-0016.66      DCA       01/24/1996     2212054                                   PENDING
-----------------------------------------------------------------------------------------------------------------------------------
 CANADA                        9001-0016.86      DCA       08/08/1997     2262524                                   PENDING
-----------------------------------------------------------------------------------------------------------------------------------
 CHINA                         9001-0016.67      DCA       01/24/1996     961926805                                 PUBLISHED
-----------------------------------------------------------------------------------------------------------------------------------
 CHINA                         9001-0016.87      DCA       08/08/1997     97197617                                  PENDING
-----------------------------------------------------------------------------------------------------------------------------------
 EUROPEAN PATENT               9001-0016.75      DCA       01/24/1996     969007962                                 PUBLISHED
 CO

-----------------------------------------------------------------------------------------------------------------------------------
 EUROPEAN PATENT               9001-0016.51      DCA       08/08/1997     979353950                        _        PENDING
 CO

-----------------------------------------------------------------------------------------------------------------------------------
 HUNGARY                       9001-0016.68      DCA       01/24/1996     2544797                                   PENDING
-----------------------------------------------------------------------------------------------------------------------------------
 HUNGARY                       9001-0016.88      DCA       08/08/1997     519499                                    PENDING
-----------------------------------------------------------------------------------------------------------------------------------
 ISRAEL                        9001-0016.89      DCA       08/08/1997     128123                                    PENDING
-----------------------------------------------------------------------------------------------------------------------------------
 INDIA                         9001-0016.81      CEQ       08/07/1997     2204DEL97                                 PENDING
-----------------------------------------------------------------------------------------------------------------------------------
 JAPAN                         9001-0016.69      DCA       01/24/1996     8523847                                   PENDING
-----------------------------------------------------------------------------------------------------------------------------------
 JAPAN                         9001-0016.90      DCA       08/08/1997     10509192                                  PENDING
-----------------------------------------------------------------------------------------------------------------------------------
 NORTH KOREA                   9001-0016.91      DCA       08/08/1997     PCT/CA97/                                 PENDING
                                                                          00559

-----------------------------------------------------------------------------------------------------------------------------------
 SOUTH KOREA                   9001-0016.70      DCA       01/24/1996     70551397                                  PENDING
-----------------------------------------------------------------------------------------------------------------------------------
 SOUTH KOREA                   9001-0016.92      DCA       08/08/1997     700109799                                 PENDING
-----------------------------------------------------------------------------------------------------------------------------------
 MEXICO                        9001-0016.71      DCA       01/24/1996     976009                                    PENDING
-----------------------------------------------------------------------------------------------------------------------------------
 MEXICO                        9001-0016.93      DCA       08/08/1997     PCT/CA97/                                 PENDING
                                                                          00559

-----------------------------------------------------------------------------------------------------------------------------------
 NORWAY                        9001-0016.94      DCA       08/08/1997     19990533                                  PENDING
-----------------------------------------------------------------------------------------------------------------------------------
 NEW ZEALAND                   9001-0016.72      DCA       01/24/1996     300125        04/29/1999       300125     ISSUED
-----------------------------------------------------------------------------------------------------------------------------------
 NEW ZEALAND                   9001-0016.95      DCA       08/08/1997     333999                                    PENDING
-----------------------------------------------------------------------------------------------------------------------------------
 PHILIPPINES                   9001-0016.61      CEQ       02/09/1996     52321                                     PENDING
-----------------------------------------------------------------------------------------------------------------------------------
 PHILIPPINES                   9001.0016.82      CEQ       08/08/1997     57547                                     PENDING
-----------------------------------------------------------------------------------------------------------------------------------
 POLAND                        9001-0016.73      DCA       01/24/1996     P321704                                   PENDING
-----------------------------------------------------------------------------------------------------------------------------------
 POLAND                        9001-0016.96      DCA       08/08/1997     P331537                                   PENDING .
-----------------------------------------------------------------------------------------------------------------------------------
 FEDERATION OF RUSSIA          9001-0016.74      DCA       01/24/1996     97115447                                  PENDING
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>


                                                               A-3
<PAGE>

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
           COUNTRY                REFERENCE       TYPE        FILED          SERIAL        ISSUED      PATENT          STATUS
                                      #                                        #                          #
-----------------------------------------------------------------------------------------------------------------------------------
<S>                            <C>               <C>       <C>            <C>            <C>           <C>         <C>
 FEDERATION OF RUSSIA          9001-0016.97      DCA       08/08/1997     99104772                                  PENDING
-----------------------------------------------------------------------------------------------------------------------------------
 SINGAPORE                     9001-0016.98      DCA       08/08/1997     99004533                                  PENDING
-----------------------------------------------------------------------------------------------------------------------------------
 THAILAND                      9001-0016.63      CEQ       02/08/1996     029979                                    PUBLISHED
-----------------------------------------------------------------------------------------------------------------------------------
 TURKEY                        9001-0016.99      DCA       08/08/1997     199900267                                 PENDING
-----------------------------------------------------------------------------------------------------------------------------------
 TAIWAN                        9001-0016.41      NEW       11/24/1992     81109431                                  ABANDONED
-----------------------------------------------------------------------------------------------------------------------------------
 TAIWAN                        9001-0016.62      CEQ                                                                ABANDONED
-----------------------------------------------------------------------------------------------------------------------------------
 TAIWAN                        9001-0016.83      CEQ                                                                ABANDONED
-----------------------------------------------------------------------------------------------------------------------------------
 UKRAINE                       9001-0016.50      DCA       08/08/1997     99031259                                  PENDING
-----------------------------------------------------------------------------------------------------------------------------------
 UNITED STATES                 9001-0016         NEW       10/16/1991     07/779,171                                ABANDONED
-----------------------------------------------------------------------------------------------------------------------------------
 UNITED STATES                 9001-0016.20      CIP -     10/14/1992     07/960,932      06/06/1995   5,422,110    ISSUED
-----------------------------------------------------------------------------------------------------------------------------------
 UNITED STATES                 9001-0016.21      CIP       02/10/1995     08/387,156      03/03/1998   5,723,129    ISSUED
-----------------------------------------------------------------------------------------------------------------------------------
 UNITED STATES                 9001-0016.10      DIV       05/31/1995     08/455,970      01/13/1998   5,708,155    ISSUED
-----------------------------------------------------------------------------------------------------------------------------------
 UNITED STATES -               9001-0016.22      CIP       08/09/1996     08/694,865      11/17/1998   5,837,268    ISSUED
-----------------------------------------------------------------------------------------------------------------------------------
 UNITED STATES                 9001-0016.11      DIV       06/19/1997     08/878,748      10/19/1999   5,969,126    ISSUED
-----------------------------------------------------------------------------------------------------------------------------------
 UNITED STATES                 9001-0016.01      CON       11/24/1997     08/976,566                                PENDING
-----------------------------------------------------------------------------------------------------------------------------------
 UNITED STATES                 9001-0016.12      DIV       07/29/1998     09/124,491                                PENDING
-----------------------------------------------------------------------------------------------------------------------------------
 UNITED STATES                 9001-0016.02      CON       08/26/1999     69/383,912                                PENDING
-----------------------------------------------------------------------------------------------------------------------------------
 WIPO                          9001-0016.40      CEQ       10/15/1992     PCT/CA92/                                 ABANDONED
                                                                          00449

-----------------------------------------------------------------------------------------------------------------------------------
 WIPO                          9001-0016.60      CEQ       01/24/1996     PCT/CA96/                                 NAT PHASE
                                                                          00049

-----------------------------------------------------------------------------------------------------------------------------------
 WIPO                          9001-0016.80      CEQ       08/08/1997     PCT/CA97/                                 NAT PHASE
                                                                          00559

-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>


                                                               A-4
<PAGE>


                                   SCHEDULE B

Epidemlal Growth Factor Receptors include:

HERl (EGFR or ErbBl)

HER2 (neu or ErbB2)

HER3 (ErbB3)

HER4 (ErbB4)

Epidemlal Growth Factor Receptors Ligands include:

Epidemlal Growth Factor (EGF)

Transforming Growth Factor alpha (TGF-Ct)

Amphiregulin

Heparin Binding Epidemlal Growth Factor (HB-EGF)

Betacellulin


                                      B-1
<PAGE>


                                   EXHIBIT "D"

List of Certain Assets:

1)    Patents and patent applications

2)    Hard copies and electronic versions of complete INDs filed in the US and
      Canada

3)    Preclinical reports, including but not limited to, toxicology, safety,
      efficacy and ADME studies

4)    Clinical reports

5)    Documentation containing information about the manufacturing process

6)    Research reagents, including but not limited to, reagents such as
      expression constructs, cell lines, monoclonal antibodies

7)    Assays for detection of GnRH antibodies, including but not limited to,
      experimental protocols and reagents

8)    Documentation related to market analyses, competitive intelligence,
      projected sales

9)    Limited rights to use carrier protein with oncology products involving the
      EGF receptor family and its ligands.


                                      D-1

<PAGE>



                                    EXHIBIT D

                             LIST OF CERTAIN ASSETS:

1)    Patents and patent applications
2)    Hard copies and  electronic  versions of complete INDs filed in the US and
      Canada
3)    Preclinical  reports,  including but not limited to,  toxicology,  safety,
      efficacy and ADME studies
4)    Clinical reports
5)    Documentation containing information about the manufacturing process
6)    Research  reagents,  including  but  not  limited  to,  reagents  such  as
      expression constructs, cell lines, monoclonal antibodies
7)    Assays for  detection of GnRH  antibodies,  including  but not limited to,
      experimental  protocols  and reagents
8)    Documentation  related  to  market  analyses,   competitive  intelligence,
      projected  sales
9)    Limited rights to use carrier protein with oncology products involving the
      EGF receptor family and its ligands