EXHIBIT 10.52


                                LICENSE AGREEMENT

                          GENERAL NUTRITION CORPORATION

                                       AND

                          SHAMAN PHARMACEUTICALS, INC.

                            DATED AS OF JULY 18, 2000


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                                TABLE OF CONTENTS


                                                                     PAGES
                                                                     -----

1.    DEFINITIONS......................................................3

2.    LICENSE GRANTS...................................................4

3.    ADDITIONAL CHANNEL LICENSE.......................................4

4.    PURCHASE OF MATERIALS AND LICENSING FEES.........................5

5.    INITIAL PURCHASE ORDER...........................................6

6.    TERM AND TERMINATION.............................................6

7.    INTELLECTUAL PROPERTY............................................7

8.    REPRESENTATIONS AND WARRANTIES; INDEMNIFICATION; LIABILITIES.....7

9.    CONFIDENTIALLY...................................................9

10.   PUBLIC ANNOUNCEMENT, COMMERCIALIZATION, AND MARKETING SUPPORT...10

11.   DIRECT DISPUTE RESOLUTION.......................................11

12.   MISCELLANEOUS...................................................11


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                                LICENSE AGREEMENT


      THIS LICENSE AGREEMENT (the "Agreement") is made as of the 12th day of
July, 2000 (the "Effective Date"), by and between GENERAL NUTRITION CORPORATION,
a Delaware corporation ("GNC"), having a principal place of business at 300
Sixth Avenue, Pittsburgh, PA 15222, and SHAMAN PHARMACEUTICALS, INC., a Delaware
corporation ("Shaman"), having a principal place of business at 213 East Grand
Avenue, South San Francisco, CA 94080. GNC and Shaman are sometimes referred to
herein individually as a "Party" and collectively as the "Parties."


                                   BACKGROUND

      As GNC desires to obtain a license to sell, market and/or distribute
Shaman's Normal Stool Formula (NSF or The Product) anti-diarrheal. And as Shaman
desires to grant GNC a license to sell, market and/or distribute its NSF
anti-diarrheal dietary supplement, in connection with such license, to purchase
certain related materials for the purpose of selling, marketing and/or
distributing NSF.

      In consideration of the foregoing premises and the mutual covenants set
forth below, and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledge, GNC and Shaman hereby agree as
follows:

1.    DEFINITIONS.  As  used  herein,  the  following  terms  shall  have  the
meanings as defined  below.  The  definition  of a term in singular form shall
include that term in the plural form, and vice versa:

      1.1   "CONFIDENTIAL INFORMATION" shall have the meaning given in
            Section 10.2.

      1.2   "DIETARY SUPPLEMENTS" shall have the meaning given at 21 U.S.C.
            Sec. 321(ff).

      1.3   "INTELLECTUAL PROPERTY RIGHTS" means trademarks, trade names,
            Patents, trade secrets, and know-how.

      1.5   "PATENTS" means all foreign and domestic NSF patent applications
            (including, without limitation, all provisional, divisional,
            substitution, continuation and continuation-in-part applications,
            and all foreign counterparts thereof) and all domestic and foreign
            patents covering the product (including, without limitation,
            extensions, reissues, reexaminations, renewals, inventors
            certificates and foreign counterparts thereof). The Patents for the
            Product are listed in Exhibit A.

      1.6   "PRODUCT" means bulk tablets or raw material form (if GNC intends to
            manufacture the Product) of Shaman's Normal Stool Formula
            anti-diarrheal dietary supplement product.

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2.    LICENSE GRANTS.

      2.1   Shaman hereby grants to GNC an exclusive license to distribute,
            market and/or sell NSF as a dietary supplement, or such form as
            dictated by the laws of each country, in the Health Food/Specialty
            Retail Store channel worldwide. This includes but is not limited to
            all GNC owned or franchised stores, GNC stores within Rite Aid
            locations and Drugstore.com. It is envisioned that NSF will
            initially be sold under the Preventive Nutrition Label.

      2.2   This license extends across all GNC brands sold within the sales
            channel stated in Section 2.1 where licensing rights are granted.

      2.3   This exclusive license as stated in Section 2.1 does not include the
            right for GNC to sublicense NSF to any of its affiliate companies or
            non-affiliate companies which it may transact business. Shaman
            acknowledges that GNC's manufacturing and distribution companies
            will manufacture and distribute the Product licensed to GNC under
            this Agreement.

      2.4   As part of this exclusive license, all labeling and packaging
            materials for NSF sold under a GNC brand or non-Shaman brand will
            identify Shaman Pharmaceuticals as the company that developed NSF.
            The exact reference will be mutually agreed to by both parties and
            include the Shaman logo.

      2.5   Shaman retains the rights to sell its NSF product via all channels
            not covered by this agreement or subsequent agreements with GNC
            including but not limited to Internet and Infomercial vehicles.

      2.6   This Agreement does not cover or include any rights or license to
            Shaman's NSF-IB product.


3.    ADDITIONAL CHANNEL LICENSE.

      3.1   Effective July 11, 2000, Shaman grants GNC a 90-day exclusive term
            of negotiation for the licensing rights to NSF in the multi level
            marketing (MLM) and mass market retail channels. In the event no
            agreement has been reached in this 90-day period, then Shaman grants
            GNC a first right of negotiation for the MLM and mass retail channel
            licensing rights through June 1, 2001. During this period through
            June 1, 2001 as GNC holds a first right of negotiation for NSF in
            the MLM and mass retail channels, Shaman shall immediately inform
            GNC of any request, inquiry to license NSF for the above channels.
            GNC will then have 15 days to inform Shaman as to their interest to
            exercise its first right of negotiation. In the event that, GNC does
            not exercise its first right of negotiation, Shaman is free to begin
            simultaneous or exclusive discussions with other interested parties.


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            If, however, GNC exercises this right, the parties will have 30 days
            to execute an Agreement. If no agreement is reached, Shaman is free
            to begin simultaneous or exclusive discussions with other interested
            parties.


4.    PURCHASE OF MATERIALS AND LICENSING FEES.

      4.1   In connection with the license rights granted herein, Shaman agrees
            to sell GNC finished Product in bulk at the agreed to price of *****
            ***** per tablet (The Purchase  Price) pursuant the terms of GNC's
            or GNC  affiliate's  standard  purchase  order attached as Exhibit
            B. If the parties  agree that GNC shall  manufacture  the Product,
            Shaman  and  GNC  will  agree  on the  Purchase  Price  of the raw
            material form of the Product.

            This Purchase Price is firm for one (1) year from the date of this
            Agreement. Ninety (90) days before the 1st anniversary of the
            execution of the Agreement, and annually thereafter, the Parties
            will evaluate The Purchase Price and mutually set in writing The
            Purchase Price for the following one (1) year.

      4.2   Tablets  purchased by GNC will be delivered in bulk to a mutually
            agreed U.S. facility.

      4.3   In place of an up-front licensing fee, GNC agrees to pay Shaman,
            during the term of the Agreement a licensing fee *** ****** ** ****
            ***** (The Licensing Fee). This licensing fee will be deemed earned
            on the date GNC purchases each tablet from Shaman and added to the
            invoice submitted to GNC by Shaman for each purchase order.

      4.4   If GNC fails to purchase in the channels set forth in this
            Agreement, at least a minimum amount of ********* NSF tablets in
            bulk (or raw material equivalent), annually from the execution date
            of this Agreement, GNC's rights shall become non-exclusive.

      4.5   As part of this initial purchase order, Shaman agrees to ship GNC an
            incremental ******* tablets above and beyond the ******* tablets
            stated in the initial purchase order for use specifically, and
            exclusively, as samples to drive trial of NSF. These samples will be
            at no cost to GNC and will be shipped based upon timing determined
            mutually by GNC and Shaman.

      4.6   Shaman agrees, upon execution of this Agreement, to work with GNC to
            determine if NSF tablets can be manufactured at a GNC facility at
            lower cost and to transfer production responsibilities to GNC if
            mutually agreed. Regardless of who manufactures the tablets and
            under any circumstances, unless otherwise agreed to in writing, GNC
            will always purchase raw plant material required for the manufacture
            of NSF from Shaman Pharmaceuticals, and the per pill license fee
            will remain intact.

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      4.7   INTELLECTUAL PROPERTY RIGHTS. Shaman retains all of its Intellectual
            Property Rights in the Product.

      4.8   Not withstanding Section 5.2, payment terms for all purchase orders
            issued by GNC to Shaman shall be sixty (60) days from the date of
            receipt of the Product.

      4.9   During the term of this Agreement, GNC will provide to Shaman a
            purchase order for any Product it wishes to purchase, not less than
            sixty (60) days prior to the requested delivery date of such
            Products (the "Order"). Shaman shall use reasonable commercial
            efforts to deliver to GNC, either through manufacture of fresh
            product or as a FIFO draw from an existing inventory of the ordered
            Products with a minimum of 24 months of expiry remaining, an amount
            equal to the amount specified in the order within sixty (60) days of
            the date of the order.

      4.10  GNC agrees to give Shaman a non-binding, rolling quarterly order
            forecast for the subsequent four (4) quarters, a minimum of four (4)
            weeks prior to the start of each quarter, which forecasts shall be
            updated monthly thereafter. GNC agrees to work closely with Shaman
            to ensure continuity of an adequate supply of Product.

      4.11  Shaman agrees to maintain at all times sufficient inventories of
            ingredients and supplies to meet its obligations per forecasts
            provided by GNC under the Agreement.


5.    INITIAL PURCHASE ORDER.

      5.1   Upon execution of this Agreement, GNC will place an initial purchase
            order for ******* tablets in bulk at the purchase price.

      5.2   Payment for this first purchase order only shall be made thirty (30)
            days from receipt of Shaman's invoice or two (2) weeks from receipt
            of Product, which ever is later.


6.    TERM AND TERMINATION.

      6.1   TERM. The term of this Agreement shall commence as of the Effective
            Date and shall continue for a period of not less than five (5) years
            after the Effective Date, and thereafter until either Party
            terminates the Agreement on not less than one hundred eighty (180)
            days written notice.

      6.2   TERMINATION. Either party may terminate this Agreement upon a
            material breach hereof by the other Party, effective thirty (30)
            days after giving notice of such breach, provided that the other
            Party has failed to cure such breach within such thirty (30) days.


                                       6
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            Upon termination of the Agreement GNC may sell off its existing
            inventory of Product provided it does so pursuant to the terms of
            this Agreement.

      6.3   SURVIVAL. Sections 1, 6.3, 7, 8, 9, 11, and 12 shall survive the
            termination of this Agreement, as well as any provisions, which
            would be necessary or useful in connection with the enforcement by
            either Party of its rights hereunder.


7.    INTELLECTUAL PROPERTY.

      7.1   ENFORCEMENT OF PATENTS. If a Party learns of any possible
            infringement of Patents concerning SP-303 or SB-300/NSF, it shall
            promptly give notice of such infringement to the other Party,
            including facts supporting the possibility of infringement. Shaman
            shall have the first right, but not the obligation, to protect
            Patents from infringement in the dietary supplement Nutritional Area
            and shall prosecute infringers at Shaman's sole cost and expense.

      7.2   COOPERATION OF PARTIES. In the event Shaman shall institute or carry
            on a legal action pursuant to Section 7.1, GNC shall fully cooperate
            with and supply all assistance reasonably requested by Shaman,
            including by using commercially reasonable efforts to have its
            employees testify when requested and to make available relevant
            records, papers, information, samples, specimens, and the like.
            Shaman shall bear the reasonable expenses incurred by GNC in
            providing such assistance and cooperation as is requested pursuant
            to this Section 7.2. Shaman shall keep GNC informed of the progress
            of such action, and GNC shall be entitled to be represented by
            counsel in connection with such action at its own expense.


8.    REPRESENTATIONS AND WARRANTIES; INDEMNIFICATION; LIABILITIES.

      8.1   REPRESENTATIONS AND WARRANTIES. Each Party represents and warrants
            that:

            (A)   it is duly organized and validly existing under the laws of
                  the jurisdiction in which it is incorporated;
            (B)   it has fully corporate power and authority to enter into this
                  Agreement and carry out the provisions herein;
            (C)   this Agreement is a legal and binding obligation upon it,
                  enforceable in accordance with its terms; and
            (D)   the person executing this Agreement on its behalf is duly
                  authorized to do so by all requisite corporate action.

      8.2   SHAMAN REPRESENTATIONS AND WARRANTIES. Shaman represents and
            warrants that:

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            (A)   it has sufficient rights in the Patents and/or Intellectual
                  Property to grant the licenses granted hereunder and the
                  consent of any known third party is not needed to grant such
                  license rights or enter into this Agreement;
            (B)   it has good and marketable title to the Product, and that such
                  personal property is free and clear of any lien, security
                  interest, charge or other encumbrance of any kind;
            (C)   there are no threatened or pending actions, suits,
                  investigations, claims, or proceedings in any way relating to
                  the Patents or other Intellectual Property associated with the
                  Product that are not currently publicly disclosed in Shaman's
                  SEC filings;
            (D)   it has not, and will not grant any right to any third party
                  that is or would be inconsistent with the rights granted to
                  GNC under this Agreement;
            (E)   it has no knowledge of any infringement by a third party of
                  the Patents or other Intellectual Property associated with the
                  Product.
            (F)   the Product conforms to the Dietary Supplement Health and
                  Education Act and is fit and safe for consumer use
            (G)   the Patent, trademark and other Intellectual Property rights
                  licensed to GNC do not violate the rights of any third party.

      8.3   INDEMNIFICATION BY GNC. GNC agrees to defend, indemnify, and hold
            harmless Shaman and the officers, directors, agents, affiliates,
            licensees, franchisees and employees (the "Indemnified Parties") of
            Shaman from any third party claims, demands, losses, costs, or
            damages ("THIRD PARTY CLAIMS") which may result from the negligence
            or willful misconduct of GNC or its officers, agents, or employees,
            in each case, or in the case of GNC manufacturering the Product in
            its own facilities, from personal injury, death or property damage
            shown to be a direct result of GNC's failure to follow Shaman
            manufacturing guidelines provided in writing for the Product.

      8.4   INDEMNIFICATION BY SHAMAN. Shaman agrees to defend, indemnify, and
            hold harmless GNC and affiliates, licensees and franchisees and its
            officers, directors, agents, and employees (the "Indemnified
            Parties") from any Third Party Claims which may result from (a)
            personal injury, death, or property damage related to the
            manufacture, use or sale by the Indemnified Parties of the Product,
            (b) a breach of any representation, warranty or covenant in this
            Agreement by Shaman (to the extent that such representations or
            warranties are in effect by the terms of this Agreement), (c) the
            negligence or willful misconduct of Shaman or its officers, agents,
            or employees, provided in each case, (d) any Patent, trademark or
            other Intellectual Property right licensed to GNC by Shaman herein.

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9.    CONFIDENTIALLY.

      9.1   CONFIDENTIALITY OBLIGATION. During the term of this Agreement and
            thereafter, each Party shall maintain in confidence any and all
            Confidential Information, as defined in Section 9.2 below. Each
            Party further agrees that it shall not use for any purpose other
            than the purposes expressly contemplated under this Agreement and
            shall not disclose to any third party the Confidential Information
            of the other Party, except that a Party may disclose Confidential
            Information under an obligation of confidentiality and non-use at
            least as restrictive as the one set forth in this Section 9.1, on a
            need-to-know basis solely for purposes permitted under this
            Agreement to its directors, officers, employees, consultants,
            financial advisors or agents.

      9.2   CONFIDENTIAL INFORMATION DEFINED. Confidential Information means
            information of a Party that is not generally known and that such
            Party provides in writing to the other Party under this Agreement,
            including, without limitation, scientific, manufacturing, marketing,
            financial, personnel and other business information and plans,
            whether in oral, written, graphic or electronic form. Confidential
            information does not include information which:

            (A)   was already known to the Receiving Party, other than under an
                  obligation of confidentiality, at the time of disclosure by
                  the Party disclosing the information (the "Disclosing Party");
            (B)   was  generally  available to the public or otherwise  part of
                  the public domain at the time of its disclosure to the
                  Receiving Party;
            (C)   became generally available to the public or otherwise publicly
                  known after its disclosure to the Receiving Party through no
                  fault attributable to the Receiving Party;
            (D)   was disclosed to the Receiving Party, other than under an
                  obligation of confidentiality to a third party, by a third
                  party who had no obligation to the Disclosing Party not to
                  disclose such information to others; or
            (E)   was independently discovered or developed by the Receiving
                  Party without the use of the Confidential Information
                  belonging to the Disclosing Party.

      9.3   AUTHORIZED DISCLOSURE. Each Party may disclose Confidential
            Information of the other Party to the extent such disclosure is
            reasonably necessary in order to comply with a court order, provided
            that a Party making any such disclosure uses its reasonable efforts
            to secure confidential treatment of such Confidential Information
            required to be disclosed. In the event that either Party is
            compelled to disclose Confidential Information of the other Party in
            order to comply with a court order, said Party will immediately


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            notify the other Party in writing of the disclosure.


10.   PUBLIC ANNOUNCEMENT, COMMERCIALIZATION, AND MARKETING SUPPORT.

      10.1  PUBLIC ANNOUNCEMENT. Shaman and GNC shall make a public announcement
            of this Agreement upon its execution. A joint announcement will be
            made if requested by GNC. Prior to releasing any public statement
            involving GNC, Shaman shall receive GNC's written approval of said
            statement.

      10.2  PRODUCT LAUNCH. GNC shall initiate distribution or sales of Product
            in each country where it is granted a license as soon as reasonably
            possible following regulatory approval and after GNC has determined
            that the country presents a commercially reasonable business
            opportunity. GNC will maintain a first right of negotiation for each
            country where distribution or sales have not been initiated by
            eighteen (18) months from the execution of this agreement, however
            Shaman shall have the right to approach other Parties to distribute
            the Product in any country that GNC has not initiated distribution
            in eighteen (18) months from the execution of this Agreement.
            Following the initial eighteen (18) month period from the execution
            date of this Agreement, as GNC holds a first right of negotiation
            for NSF worldwide, Shaman shall immediately inform GNC of any
            request, inquiry to license NSF for any specific country or
            territory. GNC will then have 15 days to inform Shaman as to their
            interest to exercise its first right of negotiation. In the event
            that, GNC does not exercise its first right of negotiation, Shaman
            is free to begin simultaneous or exclusive discussions with other
            interested parties. If, however, GNC exercises this right, the
            parties will have 30 days to execute an Agreement. If no agreement
            is reached, Shaman is free to pursue simultaneous or exclusive
            discussions with other interested parties.

      10.3  MARKETING EFFORTS. GNC agrees to use its best commercially
            reasonable efforts to promote the sale, marketing and distribution
            of NSF, consistent with applicable legal requirements and with
            accepted business practices, devoting the same level of efforts as
            it devotes to its other high-priority products.

      10.4  No later than 90 days from the execution of this Agreement and from
            the beginning of each GNC fiscal year, GNC shall submit and review a
            marketing plan for NSF in each country where sales are planned.

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11.   DIRECT DISPUTE RESOLUTION.

            The parties hope there will be no disputes arising out of their
            business relationship. However, if a claim of breach,
            nonperformance, nonpayment or repudiation should arise related to or
            connected with this Agreement, purchase orders attached hereunder or
            issued seperately or any transactions between the Parties under this
            Agreement (a "Dispute") then the parties agree to attempt to
            informally resolve the Dispute by Direct Negotiation before
            initiating any claim related to such Dispute to arbitration or in a
            court of competent jurisdiction. Direct Negotiation, as used herein,
            shall mean a meeting (held either by telephone or in-person) between
            senior business principals designated by each party who have full
            authority to address and resolve the Dispute. Direct Negotiation is
            prerequisite to arbitration or litigation involving all Disputes
            between the Parties except that either Party may proceed directly to
            a court of law or equity to (1) seek emergency injunctive relief;
            (2) or remedy any safety concerns. To initiate Direct Negotiation,
            the complaining Party shall make a written demand on the other by
            certified mail to the primary address of record and identify therein
            the nature of Dispute and all issues which, in the opinion of the
            complaining Party, need to be resolved to restore the business
            relationship. The Direct Negotiation shall take place during the
            thirty (30) days following the date of receipt of the demand, at a
            time and place agreed to by the business principals, and each party
            agrees to negotiate in good faith in an attempt to resolve the
            Dispute. The Parties agree to exchange relevant information and
            cooperate in good faith to resolve the Dispute under this provision
            and to that end, the non-complaining party shall issue a statement
            which addresses the complaining party's identified Dispute and/or
            raises additional issues for resolution prior to the Direct
            negotiation. If the Dispute remains unresolved following Direct
            Negotiation or if the Direct Negotiation is not completed within the
            specified 30-day time period, then the aggrieved Parties may file
            suit if they choose to further pursue the Dispute.


12.   MISCELLANEOUS.

      12.1  ASSIGNMENT. Neither Party may assign its rights or delegate its
            duties under this Agreement without the prior written consent of the
            other, such consent not to be unreasonably withheld. Any attempted
            assignment or delegation in contravention of the foregoing shall be
            void and of no effect. This Agreement or the relevant provisions
            shall be binding upon, and inure to the benefit of, the successors,
            executors, heirs, representatives, administrators and permitted
            assigns of the Parties hereto.

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      12.2  ENTIRE AGREEMENT. This Agreement, together with any nondisclosure
            agreement between the parties relating to the subject matter of this
            Agreement and the Exhibits, embodies the final, complete and
            exclusive understanding between the Parties, and replaces and
            supersedes all previous agreements, understandings or arrangements
            between the Parties with respect to its subject matter. No
            modification, amendment or waiver of any of the provisions of this
            Agreement shall be effective unless made in writing specifically
            referring to this Agreement and duly signed and delivered by the
            Parties hereto. If there is a conflict between the terms contained
            in this Agreement and GNC's purchase order, this Agreement shall
            control.

      12.3  WAIVER. No modification or waiver of any terms or conditions hereof,
            nor any representations or warranties shall be of any force or
            effect unless such modification or waiver is in writing and signed
            by an authorized officer of each Party hereto. Any waiver (express
            or implied) by either Party of any default or breach of this
            Agreement shall not constitute a waiver of any other or subsequent
            default or breach.

      12.4  NOTICE. Notices, demands or other communications required or
            permitted to be given or made hereunder shall be in writing and
            delivered personally or sent by private overnight mail delivery,
            with recorded delivery or by legible telefax addressed to the
            intended recipient at its address set forth below in this Section or
            to such other address or telefax number as any Party may from time
            to time duly notify to the other. Any such notice, demand or
            communication shall, unless the contrary is proved, be deemed to
            have been duly served (if given or made by telefax) on the next
            following business day at the place of receipt or (if given or made
            by overnight private mail) forty-eight (48) hours after posting and
            in proving the same, it shall be sufficient to show, in the case of
            a letter, that the envelope contained the same as duly addressed,
            correctly stamped and posted and in the case of a telefax, that such
            telefax was duly dispatched to a current telefax number of the
            addressee. Correspondence to Shaman shall be addressed to:

                      President and Chief Executive Officer
                      Shaman Pharmaceuticals, Inc.
                      213 East Grand Avenue
                      South San Francisco, California 94080 U.S.A.
                      Fax: (415) 873-8367

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            With a copy to:

                      Bay Venture Counsel, LLP
                      1999 Harrison Street, Suite 1300
                      Oakland, CA  94612
                      Attention:  Bruce D. Holloway
                      Fax:  (510) 834-7440


            Correspondence to GNC shall be addressed to:

                      David Sullivan
                      General Nutrition Corporation
                      300 Sixth Avenue
                      Pittsburgh, PA  15222

            With a copy to:

                      Dave Heilman
                      General Nutrition Corporation
                      300 Sixth Avenue
                      Pittsburgh, PA  15222

      12.5  SEVERABILITY. If any provision of this Agreement is found by a court
            of competent jurisdiction to be unenforceable, that provision shall
            be severed and the remainder of this Agreement shall continue in
            full force and effect.

      12.6  GOVERNING LAW. This Agreement shall be governed by California law,
            excluding its choice of law rules.

      12.7  FORCE MAJEURE. Neither Party shall be held liable or responsible to
            the other Party nor be deemed to have defaulted under or breached
            this Agreement for failure or delay in fulfilling or performing any
            terms of this Agreement when such failure or delay is caused by or
            results from fires, floods, embargoes, war, acts of war (whether war
            be declared or not), insurrections, riots, civil commotions,
            strikes, lockouts, acts of God, or any other cause beyond their
            respective reasonable control, but they shall make every reasonable
            effort to remove any such cause of their failure or delay as soon as
            possible.

      12.8  BANKRUPTCY RIGHTS. In the event that this Agreement is terminated or
            rejected by a Party or its receiver or trustee under applicable
            bankruptcy laws due to such Party's bankruptcy, then all rights and
            licenses granted under or pursuant to this Agreement by such Party
            to the other Party are, and shall otherwise be deemed to be, for
            purposes of Section 365(n) of the Bankruptcy Code and any similar
            law or regulation in any other country, licenses of rights to
            "intellectual property" as defined under Section 101(52) of the


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           Bankruptcy Code. The Parties agree that all intellectual property
            rights licensed hereunder, including without limitation any patents
            or patent applications in any country of a Party covered by the
            license grants under this Agreement, are part of the "intellectual
            property" as defined under Section 101(52) of the Bankruptcy Code
            subject to the protections afforded the non-termination Party under
            Section 365(n) of the Bankruptcy Code, and any similar law or
            regulation in any other country.

      12.9  COUNTERPARTS. This Agreement may be executed in two or more
            counterparts, each of which shall be deemed an original, but all of
            which together shall constitute one and the same instrument.

      12.10 SHAMAN INSURANCE. Shaman shall maintain during the term of this
            Agreement a comprehensive liability insurance policy, including
            product liability insurance, with limits of no less than two million
            dollars, from a reliable insurance carrier acceptable to GNC. Shaman
            shall name GNC as an additional insured under such coverage. Shaman
            shall immediately notify GNC upon cancellation, or any reduction, of
            its insurance coverage and cancellation or reduction of such
            coverage shall constitute a material breach of the Agreement.

      12.11 GNC INSURANCE. GNC shall maintain during the term of this Agreement
            a comprehensive liability insurance policy, including product
            liability insurance, with limits of no less than two million
            dollars, from a reliable insurance carrier acceptable to Shaman. GNC
            shall name Shaman as an additional insured under such coverage. GNC
            shall immediately notify Shaman upon cancellation, or any reduction,
            of its insurance coverage and cancellation or reduction of such
            coverage shall constitute a material breach of the Agreement.




      IN WITNESS WHEREOF, the Parties have by duly authorized persons, executed
this Agreement, as of the date first above written.

GENERAL NUTRITION CORPORATION                 SHAMAN PHARMACEUTICALS, INC.

By:/s/ David R. Heilman                      By:/s/ Lisa A. Conte
---------------------------                  ------------------------------
Name:    David R. Heilman                     Name:    Lisa Conte
Title:   Vice President                       Title:   President


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                                   EXHIBIT A



                           Normal Stool Formula (NSF)
                                   US Patents



US 5,211,944
US 5,494,661

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