EXHIBIT 10.1



                                TESTING AGREEMENT


            AGREEMENT (this "Agreement") dated November 26, 2003 (the "Effective
Date"), by and between MEDICINES FOR MALARIA VENTURE, a not-for-profit
foundation established in Switzerland under Swiss law whose principal place of
business is International Centre Cointrin, Route de Pre-Bois 20, 1215 Geneva 15,
Switzerland ("MMV"), IMMTECH INTERNATIONAL INC., a company with offices at 150
Fairway Drive, Suite 150, Vernon Hills, Illinois, United States of America
("IMMTECH"), and THE UNIVERSITY OF NORTH CAROLINA AT CHAPEL HILL, a public
institution of higher education with administrative offices at Chapel Hill,
North Carolina, United States of America ("UNC");

            WHEREAS, MMV has, as one of its principal objectives, the
acceleration of the discovery and development of new drugs for the treatment or
prophylaxis of malaria and to ensure the subsequent commercialization of such
drugs in a manner that facilitates their widespread use in disease endemic
countries (including price considerations);

            WHEREAS, MMV has invited research proposals directed at the conduct
of a research program the objective of which is the proof of concept of
providing a new therapy for malaria, and performing subsequent drug development
activities. For the avoidance of doubt, the point of completion of drug
development is defined as the approval (such approval, "Regulatory Approval) of
marketing authorization for non-complicated malaria by at least one
internationally accepted regulatory body, such as, but not limited to, the
United States Food and Drug Administration, the U.K. Medicines and Healthcare
Products Regulatory Agency, Swissmedic, the Japanese Ministry of Health, Labour
and Welfare, or the European Agency for the Evaluation of Medical Products
(hereinafter referred to as "Regulatory Agency") and the filing of an
application seeking regulatory approval in a least one Malaria Endemic Country;

            Concurrently with the execution of this Agreement, MMV and UNC have
entered into a research agreement the objective of which is the identification
of a lead compound and subsequent lead optimization studies up to the point of
identification of robust development candidates, such compounds potentially
providing new therapies or prophylactics for malaria (the "MMV/UNC Research
Agreement");

            WHEREAS, the Research Program (as defined below) contemplated by
this Agreement is of mutual interest and benefit to the Collaborators (as
defined below) and to MMV, and will further the objectives of MMV;

            WHEREAS, MMV and the Collaborators have agreed to undertake a
project that would first conduct a proof of concept study of a new dicationic
molecule, DB289, and would further undertake drug development activities of the
compound alone, or in combination with another antimalarial, leading to
marketing approval of a product for the treatment of malaria; and

            WHEREAS, MMV has agreed to fund Immtech and UNC in accordance with
the Funding Budget for the purpose of conducting such drug development
activities.

            NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the Parties hereto agree as
follows:

1.    Definitions

      1.1.    For the purposes of this Agreement, the following terms shall have
              the meanings given below: "Affiliates" means, with respect to any
              Person, any other Person directly or indirectly controlling,
              controlled by, or under direct or indirect common control of such
              Person.

      1.2.    "UNC Background IPR" means patent rights and confidential
              information in the Field of Use owned by UNC and developed at UNC
              by Dr. Richard Tidwell or under his direct supervision and which
              are not exclusively licensed to a third party, including without
              limitation, Immtech.

      1.3.    "Immtech Background IPR" means patent rights and confidential
              information in the Field of Use owned by or licensed to Immtech
              and not exclusively licensed to a third party.

      1.4.    "Background Inventions" means any inventions that are or may be
              protected as Background IPR pursuant to subparagraphs 1.2 or 1.3
              above.

      1.5.    "Collaborators" means, collectively, UNC and Immtech.

      1.6.    "Control" (including "controlling," "controlled by" and "under
              common control with") means the power, directly or indirectly, to
              direct or cause the direction of the management and policies of a
              Person whether through the ownership of voting securities or by
              contract or otherwise.

      1.7.    "Cost of Goods" or "COGS" means the marginal cost of producing
              each additional unit of the Product.

      1.8.    "DB289" means the aromatic diamidoxime prodrug of the dication of
              DB075.

      1.9.    "ESAC" means the MMV Expert Scientific Advisory Committee.

      1.10.   "Field of Use" means the discovery, research, development, and
              activities related to seeking marketing approval, manufacture, and
              commercialization of drugs for the treatment and/or prophylaxis of
              malaria.

      1.11.   "Funding Budget" means the Research Program funding budget, as set
              out in Schedule 2.

      1.12.   "IPR" means any form of intellectual property rights including,
              but not limited to, patents, copyrights, trademarks, trade
              secrets, confidential information, test data, and industrial
              designs.

      1.13.   "Malaria Endemic Countries" means the countries listed in Schedule
              3 of this Agreement.

      1.14.   "MMV/UNC Research Agreement" means the agreement between MMV and
              UNC described in the third "WHEREAS" clause above.

      1.15.   "Net Sales" means the actual sales receipts received by a Party,
              its Affiliates, sub-licensees, permitted assignees, and other
              parties acting for or on behalf of such Party ("Selling Parties")
              from third parties, less any charges for (a) sales taxes, tariffs,
              duties or other taxes separately stated on the invoice, (b)
              shipping and insurance charges (c) third party licenses and (d)
              returns, discounts rebates and the like of any Products or other
              goods developed with Program funds intended for sale to patients
              in other than Malaria Endemic Countries (Sales between a Party,
              and any other Selling Party as aforesaid shall be excluded from
              the computation of Net Sales and no royalties shall be payable on
              such sales).

      1.16.   "Parties" means, collectively, MMV, UNC, and Immtech.

      1.17.   "Patents" means any and all patent applications for the use of
              technology or compounds in the Field of Use and any and all
              patents issuing therefrom together with any foreign equivalents,
              additions, divisions, continuations, continuations-in-part,
              substitutions, extensions or renewals therefor or re-issues,
              registrations and re-validations, international applications under
              the Patent Cooperation Treaty, and including supplementary
              protection certificates or other Governmental granted exclusivity
              in the nature of a patent.

      1.18.   "Person" means and includes natural persons, corporations, limited
              liability companies, limited partnerships, limited liability
              partnerships, general partnerships, joint stock companies, joint
              ventures, associations, companies, trusts, banks, trust companies,
              land trusts, business trusts or other organizations, whether or
              not legal entities, and governments and agencies and political
              subdivisions thereof and their respective successors and permitted
              assigns (or in the case of a governmental person, the successor
              functional equivalent of such Person).

      1.19.   "Principal Investigator" means the natural persons or natural
              person from each Collaborator that supervise(s) the research
              conducted by the Collaborator in connection with the Research
              Program, pursuant to Paragraph 3.

      1.20.   "Product" means a pharmaceutical product that includes DB289 or a
              compound developed pursuant to the MMV/UNC Research Agreement,
              alone or co-packaged with a companion drug, falling within the
              scope of the Field of Use.

      1.21.   "Program IPR" means IPR in the Field of Use that arises directly
              from the activities of one or more of the Collaborators carried
              out under this Agreement or the MMV/UNC Research Agreement.

      1.22.   "Program Inventions" means any invention that is or may be
              protected as Program IPR.

      1.23.   "Project Team Committee" means the committee established pursuant
              to subparagraph 2.2 to supervise the conduct of the Research
              Program.

      1.24.   "Research Program" means the research program set out in
              Schedule 1.

      1.25.   "Steering Committee" means the committee established pursuant to
              subparagraph 2.3 to supervise the overall conduct of the
              Agreement, particularly decisions regarding the clinical
              development of DB 289.

2.    Statement of Work

      2.1.    Each Collaborator agrees to use its reasonable efforts to perform
              the activities identified in the Research Program within the time
              frame specified therein and within the budget allowed in the
              Funding Budget.

      2.2.    A Project Team Committee shall be established within sixty (60)
              days after the Effective Date and shall be maintained throughout
              the term of the Agreement. The Project Team Committee shall have
              the following attributes and responsibilities:

              (i)     The Project Team Committee shall consist of up to three
                      (3) representatives of each Collaborator. One or more
                      representative(s) shall be the Collaborator's Principal
                      Investigator or Principal Investigators, as the case may
                      be, as specified in Paragraph 3. The representatives
                      appointed by a Collaborator may be changed at the will of
                      that Collaborator but shall always include at least one
                      Principal Investigator as specified in Paragraph 3. The
                      chair of the Project Team Committee shall be Dr. James
                      Allen, or his nominee, until determined otherwise by the
                      unanimous vote of the Steering Committee. MMV shall
                      nominate a representative (project manager) to the Project
                      Team Committee who shall participate in meetings of the
                      Project Team Committee and who shall serve as a liaison
                      between MMV and the Project Team Committee.

              (ii)    The Project Team Committee shall be responsible for
                      regular coordination and monitoring of activities related
                      to the Research Program and for updates, refinements and
                      revisions to the Research Program which do not Materially
                      change its direction, scope or goal or Materially change
                      its cost. Such changes are not subject to the requirements
                      of subparagraph 23.3. Material in this context means a
                      substantial change in scope, direction or goal of the
                      Research Program (i.e. requiring an additional clinical
                      study) and/or a 10% increase or decrease in a yearly
                      budget.

              (iii)   The Project Team Committee may act by majority vote of its
                      members, either at a meeting in which all members are in
                      attendance in person or by other contemporaneous
                      electronic means (i.e. telephone or video conference) or
                      by a signed unanimous written consent in lieu of a
                      meeting. All matters related to a Material change of the
                      Program Budget, appointment or removal of a PI or
                      termination of the Program shall be referred to the
                      Steering Committee (defined in subparagraph 23.3) its
                      decision on which shall be determinative, subject to the
                      provisions of paragraph 23.3. The Project Team Committee
                      may in its discretion refer to the Steering Committee any
                      other matters on which it cannot reach consensus.

              (iv)    Meetings of the Project Team Committee will be held on a
                      schedule to be determined by the Project Team Committee at
                      its first meeting, provided that it meets at least
                      quarterly and conducts in-person (face-to-face) meetings
                      at least at six-month intervals. The in-person meetings
                      shall be held at dates, times, and locations agreed upon
                      by the Project Team Committee. Other than the in-person
                      meetings, meetings may be held by videoconference (where
                      and when such facilities are available) or a telephone
                      conference call. Members of the Project Team Committee
                      shall be responsible for making their own arrangements for
                      travel for such in-person meetings and MMV shall be
                      responsible to pay for such travel in accordance with the
                      Funding Budget. It shall be the responsibility of the
                      Chair of the Project Team Committee to prepare, or arrange
                      to be prepared, minutes of meetings of the Project Team
                      Committee and circulate them to the other members of the
                      said Committee at least at or before subsequent meetings
                      of the said Committee.

      2.3.    In addition to the Project Team Committee, a Steering Committee,
              consisting of three (3) members, Richard Tidwell, Steve Thompson
              and J Carl Craft, shall be established upon execution of the
              Agreement. The Steering Committee (with input from the Project
              Team Committee) shall be responsible for 1) providing guidance
              regarding the overall strategy for obtaining Regulatory Approval
              for DB-289, 2) deciding whether Material changes to the Research
              Program or Funding Budget need to be implemented, the
              implementation of such decision being subject to the provisions of
              paragraph 23.3, 3) approving replacement PIs (the Steering
              Committee shall have no more than 3 vetos over a Collaborator's
              nominees for PI after which the Steering Committee must select the
              Collaborator's forth nominee or one of the earlier three nominees,
              subject to the availability of the selected prior nominee), and 4)
              any other issues for which the Project Team Committee requests
              assistance. The Steering Committee shall meet in face to face
              meetings at least once a year to monitor progress in the
              advancement of the project and to approve the yearly budget for
              each ensuing year of the Agreement. All decisions of the Steering
              Committee shall be unanimous.

      2.4.    The following reports shall be required:

              (i)     The Project Team Committee shall, not less than annually,
                      prepare a consolidated written report substantially in the
                      form attached hereto in Schedule 4 giving an overview in
                      reasonable detail of the progress by the Collaborators,
                      individually and collectively, on the Research Program
                      during the previous quarter. The Chair of the Project Team
                      Committee shall have responsibility for the coordination
                      and drafting of the annually consolidated written report.
                      The annually consolidated report shall be submitted to
                      MMV.

              (ii)    Each Collaborator shall provide individual annual
                      financial reports substantially in the form attached
                      hereto in Schedule 5 regarding expenditure of Program
                      Funds to the chair of the Project Team Committee who shall
                      collate and forward them to MMV. Such individual annual
                      financial reports shall indicate all expenditures and
                      financial commitments entered into pursuant to carrying
                      out the Research Program. Such reports shall further
                      include a proposed budget for the respective Collaborator
                      for the ensuing year.

              (iii)   The Project Team Committee shall annually prepare a
                      consolidated written scientific report substantially in
                      the form attached hereto in Schedule 4 concerning the
                      progress of research conducted under the Research Program
                      within sixty (60) days of the date set for the annual
                      presentations to the ESAC. The Chair of the Project Team
                      Committee shall have responsibility for the coordination
                      and drafting of the annual consolidated written scientific
                      report. The consolidated annual written scientific report
                      shall be sufficiently detailed to describe the work
                      carried out by the Collaborators, individually and
                      collectively, as part of the Research Program during the
                      previous year and results obtained (or since the
                      commencement of the Research Program if less than a year)
                      together with a suggested work program for carrying
                      forward the Research Program and budget for the Research
                      Program for the next year including priorities and goals.
                      Subsequent to the submission of the written report to the
                      ESAC, each Collaborator, as reasonably requested by and at
                      the expense of MMV, shall make its Principal Investigator
                      and its member or members of the Project Team Committee
                      available to the ESAC upon reasonable advance notice for
                      the purposes of presenting the report and discussing it.
                      Following such presentation, MMV shall have the reasonable
                      right to request changes or modifications to the Research
                      Program and the Funding Budget. Such changes shall, after
                      approval by the Project Team Committee acting pursuant to
                      Section 2.2(iii), thereafter be deemed to be part of the
                      Research Program or Funding Budget, as appropriate.

              (iv)    Within six (6) months after the completion of the Research
                      Program, each Collaborator shall provide MMV with a final
                      written scientific and financial report substantially in
                      the forms attached hereto in Schedules 4 and 5.

      2.5.    Any Material changes to the Research Program or Funding Budget may
              only be made with the agreement of the Steering Committee and with
              the express written consent of the Parties in accordance with
              subparagraph 23.3.

3.    Regulatory Filing

      3.1.    Immtech shall control the preparation, submission and prosecution
              of all regulatory filings necessary for the approval of DB-289 by
              a Regulatory Agency and for filing an application for regulatory
              approval in at least one Malaria Endemic Country. To the extent
              feasible, in Immtech's sole discretion, Immtech shall conduct the
              aforementioned activities in accordance with the advice and
              guidance provided by the Steering Committee. Immtech shall be the
              owner and party of record for all such filings, applications and
              approvals and shall be responsible for any costs associated such
              filing. The Parties agree to provide assistance requested by
              Immtech as reasonably necessary for preparation and prosecution of
              such filings and applications. Immtech shall reimburse to the
              extent funded in the Funding Budget the other Parties for any
              costs and expenses incurred in such assistance.


      3.2     Immtech shall promptly inform the Project Team Committee in
              writing of any filing of an NDA and of any NDA approval, and shall
              in connection therewith promptly provide the Project Team
              Committee with a written summary of any such filing of an NDA and
              NDA approval, or with a copy thereof, whichever the Project Team
              Committee may elect.

4.    Principal Investigator. All research conducted by the Collaborators in
connection with the Research Program will be supervised by one or more Principal
Investigators from each Collaborator. The initial Principal Investigators are:
UNC, Drs. Richard Tidwell, James Hall, Steven Meshnick; and Immtech, Dr. James
Allen. If, for any reason, a Principal Investigator is unable or unwilling to
continue to serve as Principal Investigator for the Research Program, a
successor Principal Investigator shall, upon approval by the Steering Committee,
be appointed by the Collaborator concerned within sixty (60) days from the date
the Principal Investigator ceases to serve as Principal Investigator for the
Research Program. The foregoing provisions shall apply to any replacement or
successor Principal Investigator selected in accordance with the terms of this
Agreement.

5.    Payments

      5.1.    MMV shall pay in advance to each Collaborator the amounts
              allocated for Year 1 as set forth in the Funding Budget. Promptly
              upon the conclusion of Year 1 and any subsequent year, MMV on the
              one hand and each Collaborator on the other hand, shall reconcile
              actual expenditures to the funds advanced by MMV for such year
              prior to commencement of the next year (or in the case of the last
              year, promptly upon its completion). Upon such reconciliation at
              the end of the respective year, the owing Party shall promptly
              refund the difference. Each Collaborator shall be responsible for
              paying subcontractors as provided for in the Funding Budget and
              for which advance payment has been received by such Collaborator.

      5.2.    MMV's obligation to pay any one or more of the payments hereunder
              to the Collaborators is subject to the commercially reasonable
              performance of the statement of work set forth in subparagraph 2.1
              or as otherwise agreed by the Parties in writing (to the
              reasonable satisfaction of MMV).

      5.3.    Other than as set forth in this Agreement, all costs and expenses
              incurred by each Collaborator in connection with the provision of
              its services hereunder shall be borne exclusively by each
              respective Collaborator without further reimbursement or
              compensation directly or indirectly by MMV.

      5.4.    All dollar amounts herein refer to the currency of the United
              States of America and all amounts required to be paid hereunder
              shall be paid in such currency.

6.    Termination

      6.1.    The term of this Agreement shall commence on the Effective Date
              and terminate upon the Regulatory Approval by Regulatory Agency of
              a Product and the filing for regulatory approval of that Product
              in at least one Malaria Endemic Country unless earlier terminated
              pursuant to the terms of this Paragraph or by written agreement of
              the Parties and shall be subject to renewal only by mutual
              agreement (in writing) of the Parties in accordance with
              subparagraph 23.3.

      6.2.    Any Collaborator may terminate its participation in this Agreement
              for any reason at any time upon ninety (90) days prior written
              notice. The terminating Collaborator shall refund MMV, subject to
              subparagraph 6.7, any funds remaining unexpended as of the date of
              termination which have been provided by MMV.

      6.3.    MMV may terminate this Agreement for any reason at any time upon
              ninety (90) days prior written notice if it decides not to proceed
              with the Research Program.

      6.4.    Any Party may cancel this Agreement immediately upon written
              notice to the other Parties if safety and/or efficacy
              considerations regarding DB-289 arise.

      6.5.    In addition to the foregoing, in the event that any Party
              hereunder shall breach any of the material terms, conditions and
              agreements contained in this Agreement to be kept, observed or
              performed by it, then any other Party may terminate this
              Agreement, at its option and without prejudice to any of its other
              legal and equitable rights and remedies, by giving the Party who
              committed the breach ninety (90) days notice in writing,
              particularly specifying the breach, unless the notified Party
              within such ninety (90) day period shall have rectified the breach
              or, if such breach is only reasonably capable of being rectified
              within a longer time period, the notified Party has taken and
              continues to take all reasonable measures to rectify it.

      6.6.    In the event any Party shall (i) become insolvent, (ii) suspend
              its business, (iii) file a voluntary petition or an answer
              admitting the jurisdiction of the court in the material
              allegations of insolvency, (iv) consent to an involuntary petition
              pursuant to any reorganization or insolvency law of any
              jurisdiction, (v) make an assignment for the benefit of creditors,
              or (vi) apply or consent to the appointment of a receiver or
              trustee for a substantial part of its property, then any other
              Party may thereafter immediately terminate it participation in
              this Agreement by giving prior written notice of termination to
              all other Parties.

      6.7.    If any Party withdraws its participation from this Agreement or if
              this Agreement is terminated by MMV pursuant to subparagraph 6.3,
              the Collaborators agree that MMV's financial obligations to them
              is limited to the following:

              (i)     Costs accrued by Collaborator as of the effective date of
                      termination and any non-cancelable costs reasonably
                      incurred by Collaborators prior to receipt of the above
                      termination notice. Each Collaborator will use reasonable
                      diligence to limit or terminate any outstanding
                      commitments incurred prior to such notice. The burden
                      shall be on the Collaborator to demonstrate that a given
                      cost is "non-cancelable", absent which all costs shall be
                      deemed cancelable. However, for purposes of this
                      subparagraph, the agreed-upon cost of an on-going clinical
                      trial shall be considered a "non-cancelable" cost and
                      shall be paid by MMV unless the Agreement is terminated
                      under subparagraph 6.4 for safety and/or efficacy
                      considerations.

              (ii)    Expenditures due to salaries or contract obligations for
                      any person who is not tenured but who is retained by a
                      Collaborator to perform work pursuant to this Agreement.
                      Upon receipt of a notice from MMV pursuant to subparagraph
                      6.3, Collaborator must take all necessary and proper steps
                      to mitigate the costs associated with such salaries or
                      contract obligations, including but not limited to, if
                      possible, terminating any contractual obligations with
                      such person. Notwithstanding the foregoing, MMV's
                      financial obligation is limited to expenditures by
                      Collaborator due to salaries or contract obligations up to
                      one year from the effective date of the termination by MMV
                      pursuant to subparagraph 6.3 above.

      6.8.    The provisions of Paragraphs 2.3(iv), 5.3, 5.4, 6-13, 16 and 17
              shall survive the expiration or termination of this Agreement.

7.    Press Releases. Except as otherwise required by law (i.e. in the case of
Immtech, as required by securities or other regulatory laws or rules to which
its or its Affiliates are subject), no Party shall use any other Party's name or
make reference to any technology underlying another Party's IPR in any press
release without the express prior written approval of such Party, which approval
shall not be unreasonably withheld or delayed. In any such press release, MMV's
funding of the collaboration shall be acknowledged.

8.    Publications. The Collaborators reserve, on behalf of their Principal
Investigators and other employees and/or students, the right to publish or
publicly disclose (hereinafter "publication") any material resulting from the
Research, subject to the following restrictions and limitations.

            The Collaborators shall furnish the Project Team Committee and MMV
with a copy of any proposed publication resulting from the Research Program at
least thirty (30) days in advance of the submission of such publication to a
journal or editor or otherwise for publication.

            The Project Team Committee and MMV shall have thirty (30) days after
receipt of said copies to review and recommend changes and/or deletions
necessary to protect information confidential to the Collaborators or MMV or to
identify patentable subject matter which requires protection. Collaborators or
MMV may request a delay of such publication not to exceed an additional sixty
(60) days, in order to protect confidential information or patentable subject
matter therein.

            Failure to respond within the original thirty (30)-day period shall
constitute de facto agreement of the Collaborators and MMV that no revisions or
delay in publication is necessary. No provision of this Agreement shall be
interpreted to prevent or delay the defense or publication of a graduate student
thesis or dissertation.

      8.1.    Immtech shall be permitted, without delay from any other Party
              hereto, to issue such communications and make such filings with
              the Securities and Exchange Commission, the National Association
              of Securities Dealers (NASD), the American Stock Exchange, the
              Food and Drug Administration, or other governmental or regulatory
              agencies or authorities, as (i) reasonably advisable in connection
              with or required by such agencies or authorities and (ii) required
              in the preparation of Immtech's financial statements. No other
              Party hereto shall be permitted to make any public disclosure that
              would cause Immtech to incur liability under the U.S. securities
              laws or the securities laws of any other jurisdiction where its or
              its Affiliates securities are registered.

9.    Confidential Information

      9.1.    "Confidential Information" means, whether marked "confidential" or
              not, all knowledge or information and any algorithms, formulae,
              techniques, improvements, technical drawings, data, materials,
              specifications, documents or information obtained or used in
              conjunction with any business or any contract, agreement or
              information directly or indirectly connected with any Party
              hereto, including but not limited to trade secrets, client lists,
              intellectual and industrial property, drawings, financial
              information, specifications, analysis, feasibility studies,
              information, data or knowledge and all other knowledge or
              information whatsoever relating directly or indirectly to such
              Party or the business of such Party. The obligations of this
              Clause shall not apply to any information which (i) was in the
              public domain at the time of disclosure or use (ii) entered the
              public domain through no action of receiving Party, (iii) is
              independently developed by the receiving Party's personnel not
              privy to the disclosure of Confidential Information or (iv) is
              disclosed in response to a valid order by a court or governmental
              body; provided, however, that the receiving Party shall provide
              the providing Party with prior written notice of any process
              seeking such an order timely to enable the providing Party to seek
              a protective order or otherwise prevent disclosure or use.

      9.2.    Each Party hereto shall (i) hold all Confidential Information in
              confidence and take all precautions necessary to protect such
              Confidential Information, (ii) not disclose the Confidential
              Information to any other Person except as authorized herein, (iii)
              use the Confidential Information only for the purposes of this
              Agreement, (iv) not copy or reverse engineer, reverse compile or
              attempt to derive the composition or underlying information of any
              such Confidential Information, (v) limit the use and access to
              such Confidential Information to the recipient's employees and
              consultants who need to know such Confidential Information for the
              purposes of this Agreement, (vi) receive, store, transmit, use and
              treat such Confidential Information with at least the same degree
              of care and protection as it would use with respect to its own
              confidential materials and (vii) take measures to prevent creating
              a premature bar to a United States or foreign patent application.
              Each Party shall cause its employees, consultants, contractors or
              sub-contractors or any other Person that has access to
              Confidential Information to comply with the obligations set forth
              herein.

10.   Intellectual Property

      10.1.   The Parties contemplate two types of inventions in connection with
              the Research Program: Background Inventions and Program
              Inventions. If any IPR granted hereunder conflicts with the
              Collaborators' Agreements (as defined below), the Collaborators'
              Agreements shall prevail over any rights granted herein.

      10.2.   Each Collaborator shall disclose to the Project Team Committee and
              MMV in writing, within a reasonable time, all discoveries,
              inventions and improvements, patentable or unpatentable, reduced
              to practice related to Program Inventions in the Field of Use by a
              Collaborator in connection with the performance of the Research
              Program (including, without limitation, all Background Inventions
              and Program Inventions). Recipients of such information shall (i)
              retain all such invention disclosures and other information
              submitted by each Collaborator in accordance with the
              confidentiality provisions of Paragraph 9 herein and (ii) return
              all such information to the information provider upon the earliest
              of (x) the termination of this Agreement, (y) the withdrawal of
              the information provider from this Agreement for any reason or (z)
              the withdrawal of the information recipient from this Agreement
              for any reason. MMV may after reasonable notice and during regular
              business hours, inspect Collaborators' Background Inventions
              related to the Field of Use at Collaborators' respective places of
              business. No copies of Background Inventions may be made by MMV
              without such Collaborator's prior consent, which consent may be
              unreasonably withheld.

      10.3.   Subject to any specific agreement between the Parties to the
              contrary, title to any Background Invention shall remain with the
              respective Collaborator.

                    To the extent they may legally do so, all Collaborators
              agree to grant a non-exclusive, royalty-free, license without the
              right to sublicense, for non-commercial, internal research
              purposes to any Background Invention to other Collaborators solely
              to enable the other Collaborators to carry out tasks under the
              Research Program that are restricted to the Field of Use. Such
              license shall be limited to the duration of the Collaborator's
              participation in the Research Program. Ownership of the Background
              IPR shall remain vested in the Collaborator providing such
              Background IPR and no other Collaborator nor MMV shall acquire any
              rights in and to another Collaborator's IPR by virtue of the
              license granted in this subparagraph.

      10.4.   (a)  Subject to any specific agreement between the Parties to the
              contrary, title to each Program Invention, whether or not
              patentable, that is conceived and reduced to practice in
              furtherance of the Research Program will vest in Collaborator at
              which the said conception and reduction to practice took place.
              Where conception and reduction to practice of a given Program
              Invention takes place jointly between two or more Collaborators,
              title shall vest jointly in those Collaborators, unless otherwise
              agreed. In the event a license is granted hereunder, the
              title-holding Collaborator(s) shall retain a right to practice to
              Program Inventions for internal research and educational purposes.

      10.5.   Subject to the terms of that certain Consortium Agreement among
              Immtech, UNC, Georgia State University ("GSU"), Duke University
              ("Duke") and Auburn University ("Auburn," collectively with UNC,
              GSU and Duke, the "Scientific Consortium"), dated as of January
              15, 1997, and the License Agreement among Immtech and the
              Scientific Consortium dated as of January 28, 2002, UNC has
              granted to Immtech an exclusive royalty-bearing, worldwide,
              license to all Program Inventions in the Field of Use. This
              Agreement does not amend, supplant or otherwise usurp any of the
              terms, rights or agreements contained in the Consortium Agreement,
              License Agreement or any other agreement between or among any of
              the Collaborators (collectively, the "Collaborators' Agreements").
              In the event any term, right or condition contained herein
              conflicts with a term, right or condition contained in any
              Collaborators' Agreement, the term, right or condition of the
              Collaborators' Agreement shall prevail. Notwithstanding the above,
              the Parties have reviewed the Collaborators' Agreements and do not
              consider there to be any conflicts between the terms, rights or
              conditions herein and the terms, rights or conditions in those
              agreements.

      10.6.   In the event Immtech fails to commence the Regulatory Approval
              process pursuant to subparagraph 3.1 above within the 12 month
              period following the discovery and disclosure of a Program
              Invention to Immtech (the "First Anniversary"), MMV may request
              from Immtech the option (the "Option") to pursue development of
              such Program Invention during the next following 12 month period
              (the "Option Period"). To exercise the Option, MMV must during the
              Option Period (i) deliver to Immtech written notice of MMV's
              intent to commence development of such Program Invention, (ii)
              disclose to Immtech the basis upon which MMV believes the Program
              Invention warrant's further development, and (iii) allow Immtech
              30 days to commence the Regulatory Approval process after the
              receipt of such disclosure. Exercise of the Option shall be
              contingent upon MMV's (i) reimbursement all of Immtech's and other
              Collaborators' patent expenses incurred in conjunction with the
              Program Invention not otherwise paid pursuant to subparagraph
              10.8, (ii) acceptance of transfer and novation of all third party
              licenses acquired in connection with the development of Program
              Invention and (iii) agreement to pay a royalty to Immtech on the
              Net Sales of any Product developed (the amount of such royalty to
              be negotiated in good faith by MMV and Immtech and is made
              expressly subject to the last sentence of paragraph 11.2)
              developed pursuant to this Agreement or the MMV/UNC research
              Agreement. In the event MMV exercises the Option provided herein
              and fails to pursue development of the Program Invention during
              the Option Period, the Option shall terminate and all IPR shall
              revert to UNC.

      10.7.   If MMV obtains Regulatory Approval pursuant to subparagraph 10.6,
              Immtech shall Grant to MMV a royalty bearing, irrevocable,
              worldwide, co-exclusive, non-transferable, sub-license to all
              Program Inventions (including data generated under this Agreement)
              in the Field of Use. In such case, MMV shall also be granted an
              irrevocable, worldwide, non-exclusive, sub-license to all required
              Background Inventions in the Field of Use. Immtech is expressly
              permitted to grant such a sub-license under subparagraphs 2.1 and
              2.2 of the License Agreement provided that UNC consents to such
              license. For the purposes of the sub-licenses granted to MMV under
              this provision, UNC expressly consents to such sub-license by
              signing this Agreement. Moreover, pursuant to subparagraph 5.4 of
              License Agreement, if the license between Immtech and the
              Consortium members is terminated (for any reason), the sub-license
              provided to MMV herein shall not be terminated, but shall be
              assigned to UNC and remain in full force and effect. Any license
              granted hereunder shall be negotiated by MMV and Immtech (or,
              pursuant to the terms of the Collaborators' Agreements, UNC) in
              good faith, and upon reasonably commercial terms, including
              diligence milestones.

      10.8.   Each Collaborator agrees to use best efforts to notify the Project
              Team Committee and MMV within a reasonable amount of time of its
              decision to apply for a patent or other form of intellectual
              property protection in connection with the Research Program.
              Collaborators shall provide MMV with the opportunity to review and
              comment on all patent applications and applications for any other
              legal protection for intellectual property prepared by
              Collaborators as a result of the Research Program and
              Collaborators shall consider MMV's comments seriously and in good
              faith. Any such patent or other applications and substantive
              papers prepared for filing in connection with the prosecution of
              such applications shall be provided to MMV at least thirty (30)
              days prior to the date they are to be filed with the relevant
              office so as to afford MMV a reasonable opportunity to perform
              such review and prepare such comments. Where a Program Invention
              is sublicensed to MMV pursuant to subparagraph 10.7, MMV agrees to
              reimburse a Collaborator for reasonable patent filing and
              prosecution expenses.

      10.9.   If a Collaborator chooses not to file a patent application in the
              U.S. or other foreign jurisdictions for a Program Invention
              (whether or not it is licensed to MMV) it shall promptly notify
              MMV of such decision and shall provide MMV with the opportunity to
              file or to continue prosecution of, patents on any Program
              Invention in the name of the Collaborator at MMV's sole cost and
              expense. Collaborators shall provide MMV with sufficient notice of
              a decision not to file for patent protection or other IPR in a
              given jurisdiction or not to continue prosecution in order that
              MMV may undertake a filing or continue prosecution, as the case
              may be. Such sufficient notice shall be at least thirty (30) days
              prior to the date an act to effect such filing or continuation of
              prosecution is due. In the event that MMV undertakes any filing or
              prosecution of a patent application by virtue of this
              subparagraph, MMV shall be granted a co-exclusive license pursuant
              to the terms of Paragraph 10.7 above.

      10.10.  No patent or other type of intellectual property protection that
              is filed for or obtained in connection with the Research Program
              (including without limitation Background and Program Inventions)
              shall be abandoned by a Collaborator without first notifying MMV
              in writing. At such time, a Collaborator shall give MMV the
              opportunity to assume responsibility for the costs and maintenance
              of the invention or other intellectual property thereafter
              incurred at the sole cost and expense of MMV. In the event that
              MMV undertakes any filing or prosecution of a patent application
              by virtue of this subparagraph, MMV shall be granted a
              co-exclusive license pursuant to subparagraph 10.7 above.

      10.11.  Notwithstanding the provisions of this Agreement to the contrary,
              to the extent that the rights held by any Collaborator to
              Background Inventions or Program Inventions are subject to or
              limited by rights held by a government or government agency, or
              have previously been licensed or otherwise obligated to a third
              party, the Parties understand and agree that the rights to such
              Inventions transferred or licensed to Immtech, MMV or other
              entities hereunder are subject to such limitations.

      10.12.  In the event that third party licenses are necessary to the
              progress of the Research Program, Collaborators will provide
              prompt notice to the Project Team Committee and Immtech. Where the
              Project Team Committee and Immtech deem it appropriate to obtain
              such licenses, Immtech agrees that the cost of such licenses shall
              be an expense borne by Immtech (such expense to be deducted from
              Net Sales). In the event MMV undertakes any filing or prosecution
              of a patent application pursuant to subparagraph 10.7 above, MMV
              shall accept transfer and cause a novation of all third-party
              licenses under this subparagraph 10.12.

11.   License to Program Inventions.

      11.1.   Notwithstanding anything to the contrary herein, to the extent
              they may legally do so MMV and/or UNC shall grant Immtech an
              exclusive royalty-bearing, worldwide, license to all IPR Program
              Inventions developed under this Agreement and the MMV/UNC Research
              Agreement.

      11.2.   Licenses to Program Inventions granted to Immtech hereunder shall
              bear Royalties (i) to UNC pursuant to the Collaborators; Agreement
              and (ii) to MMV payable annually in arrears beginning on the
              Effective Date and continuing until MMV receives in the aggregate
              (together with amounts funded by MMV pursuant to the MMV/UNC
              Research Agreement all amounts paid to the Collaborators pursuant
              to this Agreement plus any amounts funded under the MMV/UNC
              Research Agreement, a royalty (the "Royalty") not to exceed seven
              percent (7%) of aggregate Net Sales. Notwithstanding anything else
              contained in this Agreement, no Royalty shall be due or owed to
              any party for sales of any Product (A) if the Product is sold for
              use in a Malaria Endemic Country or (B) if no Collaborator has any
              Patent Rights on (i) the structure (or "composition of matter") of
              the active ingredient, (ii) the manufacturing process for the
              active ingredient, or (iii) the use for which such active
              ingredient is being used.

      11.3.   MMV shall notify Collaborators within ninety (90) days of any
              determination by MMV of successful completion of the phase II
              portion of the Research Program as detailed in Schedule I; such
              "successful completion" is deemed to be a demonstration that DB289
              alone, or in combination, is safe and efficacious for the
              treatment and/or prophylaxis of non-complicated malaria. Upon
              receipt of such notice, Immtech shall indicate in writing to MMV
              whether it wishes to proceed with commercialization of the
              Product, and if so, at the same time, Immtech shall offer terms to
              MMV therefore. In such circumstances MMV and Immtech shall
              negotiate, in good faith, commercially reasonable terms, including
              but not limited to a percentage of annual Net Sales of Product
              sold to other than Developing Nations which Immtech shall pay to
              MMV as a royalty for a development and license agreement pursuant
              to this Paragraph. Such terms shall recognize, in accordance with
              Paragraphs 11.1 and 11.2, that the major goal for MMV in entering
              into such a development and license agreement in relation to the
              Product is that the Product is appropriate for use in Malaria
              Endemic Countries and that it will be commercialized in such a
              manner including price considerations that facilitates its
              widespread use in such countries. Such negotiations shall be
              carried out in a commercially reasonable period of time, failing
              which shall be Immtech under no further obligation to MMV and
              shall be free to enter into an agreement or agreements with a
              third party or third parties for the commercialization of the
              Product.

      11.4.   In the event of a bankruptcy of any of the Parties, all rights to
              licensed patent rights granted to a Party under this Agreement to
              the extent same survive prior to filing of such bankruptcy, are,
              and shall be deemed to be, for purposes of Section 365(n) of the
              United States Bankruptcy Code, as amended from time to time,
              licenses of right to "intellectual property" as defined under
              Section 101(35A) of the Bankruptcy Code. The parties agree that
              any Party, as a licensee of such rights under this Agreement,
              shall retain and may fully exercise all its rights and elections
              under the Bankruptcy Code. In the event of insolvency, the
              relevant Party shall assign to the other all of its rights, title
              and interest in Program Inventions.

12.   Commercialization and Pricing

      12.1.   The price at which the Product(s) shall be made available for
              distribution within Malaria Endemic Countries shall be fixed at an
              affordable level that maximizes access to the Product(s) in these
              countries. The aforesaid price shall be negotiated in good faith
              by MMV and Immtech pursuant to Paragraph 10.1. It being agreed,
              until such time as MMV has been paid the Royalty in full, that MMV
              and IMMTECH do not expect the term "affordable" to mean that
              IMMTECH shall be required to make the Product(s) available for
              distribution in Malaria Endemic Countries at a price lower than
              the COGS plus a modest mark-up to reflect administrative overhead
              costs (not to exceed 10% of COGS), cost of delivery and a modest
              profit. It being further understood, that the Parties intend that
              a modest profit for Product sold in Malaria Endemic Countries
              shall be a percentage over COGS not to exceed the profit
              percentage of other "modern" drugs sold into Malaria Endemic
              Countries.

      12.2.   At the request and expense of MMV and upon reasonable notice,
              Immtech shall present to a firm of independent auditors,
              designated by MMV and acceptable by Immtech (acceptance not to be
              unreasonably withheld or delayed), relevant documentation
              supporting the COGS under Paragraph 11.1 (provided that such
              documentation shall be subject to appropriate undertakings of
              confidentiality). MMV shall not make such requests unreasonably
              and shall in any event not make such requests more frequently than
              once every twelve months. The aforesaid firm of auditors shall
              limit their advice to MMV to a conclusion whether or not the COGS
              proposed by Immtech is in accordance with the terms of Paragraph
              11.1 and, if not, what adjustments to the COGS are necessary to
              comply with Paragraph 11.1. In the event that the independent
              auditors advise MMV that the COGS do not comply with Paragraph
              11.1, Immtech will have ninety (90) days to bring its COGS
              calculations into compliance failing which it will be considered
              in material breach of this Agreement.

13.   Indemnification

      13.1.   To the extent a Party is legally able to do so, each Party agrees
              to indemnify, hold harmless and defend each other Party, their
              trustees, officers, employees, students, and agents, against any
              and all claims, suits, losses, damage, costs, fees, and expenses
              asserted by third parties, both government and private, resulting
              from or arising out of this Agreement, except to the extent that
              any such claim, suit, loss, damage, cost, fee, or expense is
              attributable to any negligence or intentional misconduct of any
              Party, any inventor, or any trustee, officer, employee, student or
              agent of any Party or any inventor seeking indemnification

14.   Representations and Warranties

      14.1.   In this Agreement, any reference to a Party's "knowledge" means
              (1) with respect to any natural person, the actual knowledge of
              such person or (2) with respect to any corporation or other
              entity, the actual knowledge of such Party's officers and
              directors.

      14.2.   The Parties, as applicable, severally and not jointly, represent
              and warrant to each other as follows:

              (i)     Each of the Parties has full power, authority and legal
                      capacity to execute and to perform its obligation(s) under
                      this Agreement in particular, but not limited to, to grant
                      MMV and Immtech the license to Program Inventions and/or
                      Background Inventions described in Paragraphs 10.7 and
                      11.1, respectively;

              (ii)    Each of the Parties will comply in all material respects
                      with all laws, statutes, rules, regulations and guidelines
                      promulgated by any governmental agency, instrumentality,
                      authority or regulatory body having jurisdiction over such
                      Party's conduct pursuant to any terms and conditions of
                      this Agreement or matters contained in the Research
                      Program (including, without limitation, any laws,
                      statutes, rules, regulations or guidelines concerning
                      animal or human use or testing or concerning the transfer
                      or export of technology) and each Party will give the
                      other Parties prompt written notice of any claim of
                      breach, violation or deviation or threatened or alleged
                      breach, from any such laws, statutes, rules, regulations
                      or guidelines or of the institution or threatened
                      institution of any action, suit or proceeding related
                      thereto. During the Research Program, each Collaborator
                      will comply with all biohazard or other safeguards as may
                      be required by any applicable law, statute, rule,
                      regulation or guideline;.

              (iii)   To the best of their knowledge and belief none of the
                      Parties or their Affiliates has been sued for infringement
                      or misappropriation of IPR or has agreed to indemnify any
                      other person against a charge of infringement or
                      misappropriation of intellectual property or has reason to
                      believe that their prospective performance under this
                      Agreement may give rise to a charge of infringement or
                      misappropriation of intellectual property;

              (iv)    Each of the Parties is covered by policies of insurance or
                      self-insurance and bonds of the type and in amounts that
                      such Party believes are adequate given its business or
                      assets and in light of the obligations it is assuming
                      under this Agreement. None of the Parties has knowledge of
                      any threatened termination of any of such policies; and

              (v)     EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT,
                      EACH OF THE PARTIES MAKES NO WARRANTIES, EXPRESSED OR
                      IMPLIED, OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
                      PURPOSE OF ANYTHING DEVELOPED OR PROVIDED BY ANY PARTY
                      PURSUANT TO THIS AGREEMENT, INCLUDING A PRODUCT OR
                      RESEARCH RESULT.

15.   No Agency or Joint Venture. Nothing in this Agreement shall be deemed to
      create an agency relationship or joint venture between the Parties. Each
      Party shall be responsible for all taxes, benefits, withholding, worker's
      compensation, unemployment insurance and similar requirements of their own
      employees and neither Party's employees shall be deemed agents or
      employees of the other Party.

16.   Quality Assurance and Record Keeping

      16.1.   Each Collaborator shall use reasonable efforts to keep and retain
              notebooks and other written records of the research conducted by
              it in accordance with good academic laboratory practice, which
              shall include, in particular, extensive, thorough, and dated notes
              commensurate with needs to obtain and defend patent rights.

      16.2.   Each Collaborator shall meet all applicable GLP (Good Laboratory
              Practices), GMP (Good Manufacturing Practices) and GCP (Good
              Clinical Practice) standards as per current guidelines of the
              International Conference on Harmonization of Technical
              Requirements for Registration of Pharmaceuticals for Human Use
              (ICH) and the regulatory requirements of internationally accepted
              regulatory bodies, such as the United States Food and Drug
              Administration, the European Agency for the Evaluation of
              Medicinal Products, or the Japanese Ministry of Health, Labour and
              Welfare. Records of quality assurance shall be available to MMV
              for inspection.

      16.3.   Subject to the provisions of Paragraph 9, notebooks and other
              written records maintained by each Party in carrying out the
              Research Program shall be available to all other Parties for
              inspection and copying. Such inspection shall take place after
              reasonable prior written notice is given by the Party proposing to
              inspect and at a mutually convenient time. Inspecting Parties
              agree to use reasonable care to avoid unauthorized disclosure of
              another Party's Confidential Information as mandated by Paragraph
              9.2.

      16.4.   Notebooks and other written records maintained by each
              Collaborator in carrying out the Research Program shall be
              maintained for at least five years following the termination of
              this Agreement.

17.   Compliance with Export Control Laws. The obligations of the Parties to
transfer technology to one or more other Parties, provide technical information
and reports to one or more other Parties, and otherwise perform under this
Agreement are contingent upon compliance with applicable United States export
control laws and regulations. The transfer of certain technical data and
commodities may require a license from a cognizant agency of the United States
Government or written assurances by the Parties that the Parties shall not
export technical data, computer software, or certain commodities to specified
foreign countries without prior approval of an appropriate agency of the United
States Government. The Parties do not, alone or collectively, represent that a
license shall not be required, nor that, if required, it shall be issued.

18.   Use of Names. The Parties agree not to use the name, trademark, or other
identifier of the other Parties hereto for any advertising, promotion,
publicity, or commercially related purposes unless prior written approval is
provided by the affected Party.19. Notices. Any notices required to be given or
which shall be given under this Agreement shall be in writing delivered by
recognized overnight courier service, personal delivery, telecopy (with evidence
of receipt), by certified or registered mail (with return receipt requested)
addressed to the Parties as shown below and shall be deemed to have been given
or made as of the date received:

            Dr. J Carl Craft
            Chief Scientific Officer
            Medicines for Malaria Venture
            International Centre Cointrin
            Route de Pre-Bois 20
            CH-1215 Geneva 15
            Switzerland

            John Gallagher
            Grant & Contract Administration
            University of North Carolina
            at Chapel Hill
            C805 Brinkhouse Bullitt Bldg.
            Chapel Hill, NC 27599--7525

            T. Stephen Thompson
            Immtech International Inc.
            150 Fairway Drive
            Suite 150
            Vernon Hills, IL 60061

20.   Assignment and Sub-Contract. This Agreement shall be binding upon and
inure to the benefit of the Parties hereto and their respective successors and
permitted assigns. This Agreement shall not be transferable or assignable by any
Party, in whole or in part, without the prior written consent of all of the
Parties, which consent shall not be unreasonably withheld or delayed; any
attempted assignment in contravention of the foregoing shall be void and of no
force and effect. Moreover, no Collaborator shall have the right to sub-contract
any duties or obligations under this Agreement without the prior written
agreement of MMV, which agreement shall not be withheld unreasonably. The
sub-contracts identified in Schedule II are deemed agreed to by MMV in
accordance with the requirements of this Paragraph.

21.   Counterparts. This Agreement may be executed in one or more counterparts,
each of which shall be an original copy of this Agreement and all of which when
taken together, shall constitute one and the same agreement.

22.   Dispute Resolution & Governing Law.

      22.1.   This Agreement shall be construed and interpreted in accordance
              with the laws of the State of New York, without regard to its laws
              regarding conflict of laws. Any action or proceeding seeking to
              enforce any provision of, or based on any right arising out of,
              this Agreement may be brought against any of the Parties in the
              courts of the State of New York, or, if it has or can acquire
              jurisdiction, in the United States District Court for the Southern
              District of New York, and each of the Parties consents to the
              jurisdiction of such courts (and of the appropriate appellate
              courts) in any such action or proceeding and waives any objection
              to venue laid therein. Process in any action or proceeding
              referred to in the preceding sentence may be served on any Party
              anywhere in the world.

      22.2.   Any action, suit or proceeding arising out of or relating to this
              Agreement may be instituted in any state or federal court located
              in the State of New York, United States of America, and each Party
              agrees not to assert, by way of motion, as a defense or otherwise,
              in any such action, suit or proceeding, any claim that it may now
              or hereafter have that it is not subject personally to the
              jurisdiction of such court, that the action, suit or proceeding is
              brought in an inconvenient forum, that the venue of the action,
              suit or proceeding is improper or that this Agreement or the
              subject matter hereof may not be enforced in or by such court.
              Each Party irrevocably submits to the jurisdiction of such court
              in any such action, suit or proceeding, and irrevocably agrees to
              be bound by any final judgment rendered thereby in connection with
              this Agreement from which no appeal has been taken or is
              available. Any and all service of process and any other notice in
              any such action, suit or proceeding shall be effective against any
              Party if given pursuant to notice provisions of Paragraph 18.
              Nothing contained herein shall be deemed to affect the right of
              any Party to serve process in any manner permitted by law or to
              commence legal proceedings or otherwise proceed against any other
              Party in any other jurisdiction.

      22.3.   In addition to all other remedies available at law or in equity,
              each Party shall have the right to enforce the terms of this
              Agreement by a decree of specific performance, provided such Party
              is not in material default hereunder and will not be required to
              post bond in connection therewith. Except as otherwise provided
              herein, any and all remedies herein expressly conferred upon a
              Party shall be deemed cumulative with and not exclusive of any
              other remedy conferred hereby, or by law or equity upon such
              Party, and the exercise by a Party of any one remedy will not
              preclude the exercise of any other remedy.

      22.4.   The validity and interpretation of this Agreement and the legal
              relationship of the Parties to it shall be governed by the law of
              the State of New York.

23.   Rules of Construction, Amendment, and Waiver

      23.1.   All references to days and months in this Agreement shall be
              deemed to refer to calendar days and calendar months unless
              otherwise specified.

      23.2.   The language herein is the language chosen by all the Parties
              hereto and shall not be construed against the drafter. In the
              event that a translation of this Agreement is prepared and signed
              by the Parties for the convenience of MMV, this English language
              version shall be the official version and shall govern if there is
              a conflict between the two.

      23.3.   Amendments to this Agreement (including Material changes to the
              Research Program and Funding Budget and duration of the Agreement)
              must be in writing and be signed by authorized representatives of
              each Party hereto. This Agreement embodies the entire
              understanding and agreement between the Collaborators and MMV with
              respect to the subject matter contained herein, and any prior or
              contemporaneous representations between all the Parties, either
              oral or written, are hereby superseded (except as otherwise stated
              herein or in the Collaborators' Agreements).

      23.4.   If any provision of this Agreement is held invalid or
              unenforceable by any court of competent jurisdiction, the other
              provisions of this Agreement shall remain in full force and
              effect. Any provision of this Agreement held invalid or
              unenforceable only in part or degree will remain in full force and
              effect to the extent not held invalid or unenforceable.

      23.5.   No Party shall be responsible to any other Party for failure to
              perform any of the obligations imposed by this Agreement, provided
              such failure shall be occasioned by fire, flood, explosion,
              lightning, windstorm, earthquake, failure or destruction, in whole
              or in substantial part, of irreplaceable machinery or equipment,
              major discontinuity in the supply of power, governmental
              interference (not including interaction with Regulatory Agency),
              civil disturbance, riot, war, strikes or other labor disturbance
              or any cause beyond the reasonable control of the Party that fails
              to perform its obligation(s).

      23.6.   The rights and remedies of the Parties to this Agreement are
              cumulative and not alternative. No provision of this Agreement
              shall be deemed to have been waived by any act of or acquiescence
              on the part of any Parties hereto. A waiver may only occur in
              writing signed by the authorized representatives of each Party
              hereto, waiving the particular provision involved. No waiver of
              any provision of this Agreement shall constitute waiver of any
              other provision or of the same provision on any other occasion.

      23.7.   Each Party hereto shall pay and be responsible for the costs and
              expenses, including, without limitation, attorneys' fees, incurred
              by such Party in connection with the negotiation, preparation and
              execution of this Agreement and the transactions contemplated
              hereby.

      23.8.   With regard to all dates and time periods set forth or referred to
              in this Agreement, time is of the essence.



Signatures start on the next page.
<PAGE>

            IN WITNESS WHEREOF, the Parties hereby indicate their agreement to
the foregoing by having this agreement to be executed by their duly authorized
representatives.


                                       MEDICINES FOR MALARIA VENTURE



                                       By:  /s/ Christopher Hentschel
                                            ------------------------------------
                                       Name:  Christopher Hentschel
                                       Title: Chief Scientific Officer
                                       Date:  November 26, 2003




                                       MEDICINES FOR MALARIA VENTURE



                                       By:  /s/ Lise Riopel
                                            ------------------------------------
                                       Name:  Lise Riopel
                                       Title: Chief Scientific Officer
                                       Date:  November 26, 2003



                                       THE UNIVERSITY OF NORTH CAROLINA



                                       By: /s/ John Gallagher for
                                          --------------------------------------
                                          Name:  Tony G. Waldrop
                                          Title: Vice Chancellor For Research
                                                  amd Economic Development
                                          Date:  December 3, 2003


                                       IMMTECH INTERNATIONAL INC.




                                       By:  /s/ T. Stephen Thompson
                                            ---------------------------------
                                            T. Stephen Thompson
                                            President and Chief Executive
                                              Officer