Exhibit
10.22




LICENSE
AGREEMENT











BETWEEN











EPITOPE
PHARMACEUTICALS, INC.











AND











THE
REGENTS OF THE UNIVERSITY OF CALIFORNIA











FOR











CASE
NO. SD2006-256, SD2002-051, SD2001-901, SD2000-133, SD1993-268


















TABLE
OF CONTENTS









Recitals
            
            1Article
      1:
            Definitions
            1Article
      2:
            Grant
            3Article
      3:
            Consideration
            4Article
      4:
            Reports,
      Records and Payments
            8Article
      5:
            Patent
      Matters
            11Article
      6:
            Governmental
      Matters
            13Article
      7:
            Termination of
      Agreement
            14Article
      8:
            Limited
      Warranty and Indemnification
            15Article
      9:
            Use of Names
      and Trademarks
            17Article
      10:
            Miscellaneous
      Provisions
            17















LICENSE
AGREEMENT





This
agreement ("Agreement") is made by and between Epitope Pharmaceuticals,
Inc. (EPI), a Delaware corporation having an address at 9100 South Dadeland Blvd,
Suite 1809, Miami, FL 33156 ("LICENSEE") and The Regents of the
University of California, a California corporation having its statewide
administrative offices at 1111 Franklin Street, Oakland, California 94607-5200
("UNIVERSITY"), represented by its San Diego campus having an address at
University of California, San Diego, Technology Transfer & Intellectual
Property Services, Mail Code 0910, 9500 Gilman Drive, La Jolla, California
92093-0910 ("UCSD").







This
Agreement is effective on the date of the last signature (“Effective
Date”).





RECITALS





WHEREAS, the inventions
disclosed in UCSD Disclosure Docket No. SD1993-268, entitled “Method and
Reagents for the Treatment of Rheumatoid Arthritis"/ "Vaccine Compositions and
Methods Useful in Inducing Immune Protection Against Arthritogenic Peptides
Involved in the Pathogenesis of Rheumatoid Arthritis"; SD2000-133, "Pan HLA DR
Binding Heat Shock Protein Peptides as Immunomodulatory Tools"; SD2001-901, "Pan
HLA DR Binding Heat Shock Proteins as Immunomodulatory Tools"; SD2002-051
"Methods of Epitope-Specific and Cytokine/Anticytokine Immunotherapy for
Modulation of Pathogenic Immune Responses in Mediated Diseases"; and SD2006-256
"Methods and Formulations for Epitope Specific Immunotherapy" ("Invention"),
were made in the course of research at UCSD by Dr. Salvatore Albani et al.
(hereinafter and collectively, the "Inventor") and are covered by Patent Rights
as defined below;





WHEREAS, the Inventors are or
were employees of UCSD, and they are obligated to assign all of their right,
title and interest in the Invention to UNIVERSITY;





WHEREAS, LICENSEE entered
into a secrecy agreement (UC Control No.  2008-20-0308) with
UNIVERSITY, effective January 7, 2008, for the purpose of evaluating the
Invention;





WHEREAS, UNIVERSITY is
desirous that the Invention be developed and utilized to the fullest possible
extent so that its benefits can be enjoyed by the general public;





WHEREAS, LICENSEE is desirous
of obtaining certain rights from UNIVERSITY for commercial development, use, and
sale of the Invention, and the UNIVERSITY is willing to grant such rights;
and





WHEREAS, LICENSEE understands
that UNIVERSITY may publish or otherwise disseminate information concerning the
Invention and Technology (as defined below) at any time and that LICENSEE is
paying consideration thereunder for its early access to the Invention and
Technology, not continued secrecy therein.






1







NOW, THEREFORE, the parties
agree:





ARTICLE
1.  DEFINITIONS





The
terms, as defined herein, shall have the same meanings in both their singular
and plural forms.





1.1
            "Affiliate"
      means any corporation or other business entity which is bound in writing
      by LICENSEE to the terms set forth in this Agreement and in which LICENSEE
      owns or controls, directly or indirectly, at least fifty percent (50%) of
      the outstanding stock or other voting rights entitled to elect directors,
      or in which LICENSEE is owned or controlled directly or indirectly by at
      least fifty percent (50%) of the outstanding stock or other voting rights
      entitled to elect directors; but in any country where the local law does
      not permit foreign equity participation of at least fifty percent (50%),
      then an "Affiliate" includes any company in which LICENSEE owns or
      controls or is owned or controlled by, directly or indirectly, the maximum
      percentage of outstanding stock or voting rights permitted by local
      law.





1.2
            "Sublicense"
      means an agreement into which LICENSEE enters with a third party that is
      not an Affiliate for the purpose of (i) granting certain rights under the
      Patent Rights; (ii) granting an option to certain Patent Rights; or (iii)
      forbearing the exercise of any rights, granted to LICENSEE under this
      Agreement. "Sublicensee" means a third party with whom LICENSEE enters
      into a Sublicense.





1.3
            "Field"
      means diagnosis, treatment and prevention of autoimmune disease.





1.4
            "Territory"
      means world-wide.





1.5
            "Term"
      means the later of (i) the expiration date of
      the longest-lived Patent Rights on a country-by-country basis. or
      (ii) five (5) years after market
introduction.





1.6
            "Patent
      Rights" means UNIVERSITY's rights in the patents and patent applications
      listed in Appendix A disclosing and claiming the Invention, filed by
      Inventors and assigned to UNIVERSITY; and continuing applications thereof
      including divisions, substitutions, and continuations-in-part (but only to
      extent the claims thereof are enabled by disclosure of the parent
      application); any patents issuing on said applications including reissues,
      reexaminations and extensions; and any corresponding foreign applications
      or patents.





1.7
            "Technology"
      means the written technical information including clinical data and
      nonclinical data relating to the Invention which UNIVERSITY provided to
      LICENSEE prior to the execution of this
  Agreement.








2







1.8
            "Licensed
      Method" means any method that uses Technology, or is covered by Patent
      Rights, the use of which would constitute, but for the license granted to
      LICENSEE under this Agreement, an infringement, an inducement to infringe
      or contributory infringement, of any pending or issued claim within Patent
      Rights.





1.9
            "Licensed
      Product" (“LP”) means any service, composition or product that uses
      Technology, or is covered by the claims of Patent Rights, or that is
      produced by the Licensed Method, or the manufacture, use, sale, offer for
      sale, or importation of which would constitute, but for the license
      granted to LICENSEE under this Agreement, an infringement, an inducement
      to infringe or contributory infringement, of any pending or issued claim
      within the Patent Rights.





1.10
            "Net
      Sales" means the total of the gross invoice prices of Licensed Products
      sold or leased by LICENSEE, Sublicensee, Affiliate, or any combination
      thereof, less the sum of the following actual and customary deductions
      where applicable and separately listed:  cash, trade, or
      quantity discounts; sales, use, tariff, import/export duties or other
      excise taxes imposed on particular sales (except for value-added and
      income taxes imposed on the sales of Licensed Product in foreign
      countries); transportation charges; or credits to customers because of
      rejections or returns. For purposes of calculating Net Sales, transfers to
      a  Sublicensee or an Affiliate of Licensed Product under this
      Agreement for (i) end use (but not resale) by the  Sublicensee
      or Affiliate shall be treated as sales by LICENSEE at list price of
      LICENSEE, or (ii) resale by a Sublicensee or an Affiliate shall be treated
      as sales at the list price of the Sublicensee or
  Affiliate.





1.11
            “Patent
      Costs” means all out-of-pocket expenses for the preparation, filing,
      prosecution, and maintenance of all United States and foreign patents
      included in Patent Rights. Patent Costs shall also include reasonable
      out-of-pocket expenses for patentability opinions, inventorship
      determination, preparation and prosecution of patent application,
      re-examination, re-issue, interference, opposition activities related to
      patents or applications in Patent
Rights.





1.12
            “Pivotal
      Phase III Clinical Trial” means a clinical trial for which the U.S. Food
      and Drug Administration (FDA) has indicated, in writing or orally, to
      LICENSEE and/or Affiliate that the  data generated in this trial
      will be the principal data used by regulatory agencies to approve or
      reject a product licensing application for Licensed
    Product.





1.13
            “Indication”
      means a disease state for which the FDA determines a separate approval is
      required.


3
  ARTICLE
2.  GRANTS





2.1  License.  Subject to
the limitations set forth in this Agreement and Sponsor's Rights, UNIVERSITY
hereby grants to LICENSEE, and LICENSEE hereby accepts, a license under Patent
Rights to make and have made, to use and have used, to sell and have sold, to
offer for sale, and to import and have imported Licensed Products and to
practice Licensed Methods and to use Technology, in the Field within the
Territory and during the Term.





The
license granted herein is exclusive for Patent Rights and non-exclusive for
Technology.





2.2  Sublicense.





(a)  The license granted in
Paragraph 2.1 includes the right of LICENSEE to grant Sublicense to third
parties during the Term but only for as long the license is
exclusive.





(b)  With respect to
Sublicense granted pursuant to Paragraph 2.2(a), LICENSEE shall:





(i)  not receive, or agree to
receive, anything of value in lieu of cash as consideration from a third party
under a Sublicense granted pursuant to Paragraph 2.2(a) without the express
written consent of UNIVERSITY;





(ii)  to the extent
applicable, include all of the rights of and obligations due to UNIVERSITY (and,
if applicable, the Sponsor's Rights) and contained in this
Agreement;





(iii)  within thirty days of
the execution of the Sublicense agreement, Licensee shall provide UNIVERSITY
with a copy of each Sublicense issued; and





(iv)  collect and guarantee
payment of all payments due, directly or indirectly, to UNIVERSITY from
Sublicensees and summarize and deliver all reports due, directly or indirectly,
to UNIVERSITY from Sublicensees.





(c)  Upon
termination of this Agreement for any reason, UNIVERSITY, at its sole
discretion, shall determine whether LICENSEE shall cancel or assign to
UNIVERSITY any and all Sublicenses.





2.3  Reservation of
Rights.





UNIVERSITY
reserves the right to:





(a)  use the Invention,
Technology and Patent Rights for educational and research purposes;




(b)  publish or otherwise
disseminate any information about the Invention and Technology at any time;
and
 
 (c)  allow other nonprofit
institutions to use Invention, Technology and Patent Rights for educational and
research purposes in their facilities.




4




ARTICLE
3.  CONSIDERATION





3.1  Fees and
Royalties.  The parties hereto understand that the fees and
royalties payable by LICENSEE to UNIVERSITY under this Agreement are partial
consideration for the license granted herein to LICENSEE under Technology, and
Patent Rights. LICENSEE shall pay UNIVERSITY:





(a)  a license issue fee of
twenty-five thousand dollars (US$25,000), within
thirty (30) days after the Effective Date.  On the six month
anniversary of the Effective Date of this Agreement, LICENSEE shall pay a
milestone paymentof twenty-five thousand
dollars (US$25,000).





(b)  license maintenance fees
according to the following schedule:





Anniversary of Effective
    Date
            Amount1st
            $12,0002nd
            $25,0003rd
            $25,0004th
      and thereafter
            $50,000








provided
however, that LICENSEE's obligation to pay this fee shall end on the date when
LICENSEE  is commercially selling a Licensed Product;





(c)  milestone payments in the
amounts payable according to the following schedule or events:





(i)        For
each Indication, the following amounts will be paid:





Event
            Amount(i)
      First dosing in the Phase I clinical trial for each Indication (other than
      adult rheumatoid arthritis)
            $100,000(ii)
      First dosing in the Phase II clinical trial for each Indication (other
      than adult rheumatoid arthritis)
            $250,000(i)  commencing
      the first Pivotal Phase III clinical trial for a Licensed Product (for
      each Indication);
            $500,000






5





(ii)           acceptance
      of filing the first NDA or equivalent filed with the US FDA for a Licensed
      Product (for each Indication)
            $500,000(iii)           approval
      of the first NDA or equivalent from the US FDA for a Licensed Product (for
      each Indication);
            $1,000,000(iv)
      approval of first NDA-equivalent incorporating the Licensed Product in
      Europe (for each Indication)
            $1,500,000(v)
      approval of first NDA-equivalent incorporating the Licensed Product in
      Japan (for each Indication)
            $1,500,000(vi)           aggregate
      net sales of Licensed Product reach $100,000,000 (for each
      Indication)
            $1,000,000(vii)           aggregate
      net sales of Licensed Product reach $1,000,000,000 (for each
      Indication)
            $5,000,000





(ii)  For the diagnostic
test, the following amount will be paid:





Event
            Amount(i)
      first sale of diagnostic Licensed Product
            $75,000








(d)  an earned royalty of five percent
(5.0%) on Net Sales of Licensed Product by LICENSEE  and/or its
Affiliate(s) where Patent Rights exist.  In the event that the
LICENSEE and/or its Affiliate(s) commercialize the Licensed Product where there
are no Patent Rights, LICENSEE shall pay an earned royalty of two and one half
(2.5%) on Net Sales of the Licensed Product.





In the
event LICENSEE is required to pay royalties to one or more third parties for
patent rights necessary to make, use or sell Licensed Products, LICENSEE may
deduct $0.40 from the earned royalties payable to UNIVERSITY for every $1.00
LICENSEE actually pays to said third parties; provided, however, in no event
shall the amount payable to UNIVERSITY be less than 60% of the amount otherwise
due.  Therefore the earned royalty minimum is three percent (3.0%) on
Net Sales of Licensed Product by LICENSEE and/or its Affiliate(s) where Patent
Rights exist and one and one half percent (1.5%) where no Patent Rights
exist.






6





(e)  a percentage of all
Sublicense Fees received
by LICENSEE from its Sublicensees that are not earned royalties pursuant to
Sublicenses entered into during the time periods indicated below:





50
      %
            from
      the Effective Date until the initiation of the first clinical trial for
      each Indication covered by the Patent Rights40%
            after
      initiation of Phase I and before the initiation of Phase II for each
      Indication covered by the Patent Rights;25%
            after
      the initiation of the first Phase II clinical trials for each Indication
      covered by the  Patent
Rights.












Sublicense
fees do not include payments that Sublicensees pay to LICENSEE as consideration
for a Sublicense that are:





(i) for the performance of or
reimbursement for research and development activities by LICENSEE directed
towards the commercialization of Licensed Products on behalf of Sublicensees;
and/or





(ii) the sale of stock or other equity
or debt services at fair market value.





With
respect to 3.1 (e) (ii) above, such payments shall not include expenses by
LICENSEE for the salaries of administration and management staff (such as CEO,
president, CFO, etc.) that are not directly related to the research and
development activities of Licensed Product.







(f)           on
each and every Sublicense
royalty payment received by LICENSEE from its Sublicensees on Net Sales
of Licensed Product by Sublicensee, the higher of (i) the percentage of
royalties received by LICENSEE according to the schedule in 3.1(e); or (ii)
royalties based on the royalty rate in Paragraph  3.1(d) as applied to
Net Sales of Sublicensee;





(g)           beginning
the calendar year of commercial sales of the first Licensed Product by LICENSEE,
its Sublicensee, or an Affiliate and if the total earned royalties paid by
LICENSEE under Paragraphs 3.1(d) and (f) to UNIVERSITY in any such year
cumulatively amounts to less than:




a.
            fifty
      thousand Dollars ($50,000) for the first year
  and


b.
            seventy-five
      thousand Dollars ($75,000) beginning  the second year;
      and


c.
            one
      hundred thousand dollars ($100,000) beginning the third year and every
      year thereafter, until the expiration of this
  Agreement,




(“minimum annual royalty”),
LICENSEE shall pay to UNIVERSITY a minimum annual royalty on or before February
28 following the last quarter of such year the difference between amount noted
above and the total earned royalty paid by LICENSEE for such year under
Paragraphs 3.1(d) and (f); provided, however, that for the year of commercial
sales of the first Licensed Product, the amount of minimum annual royalty
payable shall be pro-rated for the number of months remaining in that calendar
year.
 
 7
  All fees
and royalty payments specified in Paragraphs 3.1(a) through 3.1(g) above shall
be paid by LICENSEE pursuant to Paragraph 4.3 and shall be delivered by LICENSEE
to UNIVERSITY as noted in Paragraph 10.1.





3.2  Patent
Costs.  LICENSEE shall reimburse UNIVERSITY all past (prior to
the Effective Date) and future (on or after the Effective Date) Patent Costs
incurred in the Territory within thirty (30) days following the date an itemized
invoice is sent from UNIVERSITY to LICENSEE.  Past Patent Costs shall
be billed quarterly beginning on the Effective Date according to the following
schedule:  $25,000 per quarter for the first three quarters and the
remainder in the fourth quarter.





3.3  Due Diligence.





(a)  LICENSEE
shall, either directly or through its Affiliate(s) or
Sublicensee(s):





(i)           have
access to or secure two and one half million dollars of funding (US$2,500,000)
on or before two years from the Effective Date of this Agreement;




(ii)           diligently
proceed with the development, manufacture and sale of Licensed
Products;




(iii)          not
to spend less than two hundred thousand dollars (US $200,000) one year from
Effective Date and four hundred thousand dollars (US$400,000) two years from
Effective Date  and thereafter for the development of each Licensed
Product until each Licensed Product is approved;




(iv)          for
the Indication of adult rheumatoid arthritis, perform the following activities
within the specified number of years from the Effective Date:




Event
            
            Date(i)           an
      obligation for LICENSEE to commence first dosing in a Phase II clinical
      study for a Licensed Product
            
            within
      thirty (30) months from the Effective Date of this
    Agreement(ii)           first
      dosing in Phase III clinical study for a Licensed Product
            
            five
      (5) years from Effective Date(iii)           NDA
      or equivalent approval by the FDA
            
            nine
      (9) years from Effective Date







8


In the
event that the LICENSEE is able to obtain via cross-reference, or transfer a
copy of the investigational new drug application (IND# BB-6421-1) from the
Inventor the following due diligence milestones will apply:





Event
            
            Date(i)           an
      obligation for LICENSEE to commence first dosing in a Phase II clinical
      study for a Licensed Product
            
            within
      twenty four (24)  months from the Effective Date of the License
      Agreement(ii)           first
      dosing in Phase III clinical study for a Licensed Product
            
            four
      (4) years from the Effective Date(iii)           NDA
      or equivalent approval by the FDA
            
            eight
      (8) years from Effective Date





(iii)           perform
the following activities for therapeutic Indications other than adult Rheumatoid
Arthritis (RA) within the specified number of years from the Effective
Date:









Event
            
            Date(i)  submit
      IND or equivalent for second Indication
            
            four
      years from Effective Date(ii)           first
      dosing in phase I for second Indication
            
            five
      years from Effective Date(iii)           first
      dosing in phase II for second Indication
            
            seven
      and a half years from Effective Date(iv)   first
      dosing in phase III for second Indication
            
            ten
      and a half years from Effective Date(v)  file
      NDA or equivalent for second Indication
            
            eleven
      and a half years from Effective Date(vi)
      approval of NDA or equivalent for second Indication
            
            twelve
      and a half years from Effective
Date







(vi)   perform the
following activities for the diagnostic use within the


number of
years from the Effective Date





Event
            
            DateLICENSEE
      shall have initiated human clinical studies of a  diagnostic
      application  under the Patent Rights.
            
            two
      (2) years from  the Effective Date,(i)first
      sale of diagnostic Licensed Product
            
            four
      (4) years from Effective Date





(vii)                      market
Licensed Products in the United States within six (6) months of receiving final
regulatory approval to market such Licensed Products;





(viii)  reasonably fill the
market demand for Licensed Products following commencement of marketing at any
time during the term of this Agreement; and







9


(ix)  obtain all necessary
governmental approvals for the manufacture, use and sale of Licensed
Products.





(b)  If
LICENSEE fails to perform any of its obligations specified in Paragraphs
3.3(a)(i)-(ix), then UNIVERSITY shall have the right and option to either
terminate certain area(s) or Indication(s) in the Field of this Agreement or
change LICENSEE's exclusive license to a nonexclusive license. This right, if
exercised by UNIVERSITY, supersedes the rights granted in Article
2.  Should the LICENSEE determine that it does not wish to continue
with certain area(s) and/or Indication(s) in the Field under this Agreement, the
LICENSEE shall have the ability to return certain area(s) and/or Indication(s)
in theField to the UNIVERSITY by providing written notice to the UNIVERSITY,
pursuant to Paragraph 7.2 (a)-(b).  Should the LICENSEE return one or
more area(s )in  the Field, the LICENSEE shall no longer be subject to
the relevant due diligence milestone described in Paragraphs
3.3(a)(i)-(ix).  For the sake of clarity, diagnosis, treatment and
prevention are each considered to be an area.





(c)  If,
three or more years from the Effective Date, LICENSEE fails to show it has
initiated and is maintaining an active therapeutic development program for a
clinical Indication in the Field, and UNIVERSITY receives a bona fide inquiry
from a third party with a bona fide financial plan that would enable the
licensing and development of a therapy for such clinical Indication, UNIVERSITY
shall give notice to LICENSEE. LICENSEE shall, within one hundred eighty
(180) days, either (i) complete a Sublicense grant to the third party, or (ii)
shall provide UNIVERSITY a detailed plan for the development of a product to
treat said clinical Indication and shall begin actual
implementation  and maintainence of, such plan immediately. If
LICENSEE does not either (i) complete a Sublicense grant or (ii) demonstrate
implementation  and maintenance  of said development plan
within one hundred eighty (180) days of receipt of such notice from UNIVERSITY,
then UNIVERSITY shall have the right to exclude such clinical Indication from
the Field.





(d)  If,
one or more years from the Effective Date, LICENSEE fails to show it has
initiated and is maintaining an active development program for a diagnostic
application for an Indication in the Field, and UNIVERSITY receives a bona fide
inquiry from a third party with a bona fide financial plan  that would
enable the licensing and development of a diagnostic application for an
Indication(s), UNIVERSITY shall give notice to LICENSEE.  LICENSEE
shall, within one hundred eighty (180) days, either (i) complete a Sublicense
grant to the third party or, (ii) shall provide UNIVERSITY a detailed plan for
the development of a diagnostic for said Indication(s) and shall begin actual
implementation and maintenance of such plan immediately.  If LICENSEE
does not either (i) complete a Sublicense grant or (ii) demonstrate
implementation and maintenance of said development plan within one hundred
eighty (180) days of receipt of such notice from UNIVERSITY then UNIVERSITY
shall have the right to exclude such diagnostic application for an Indication(s)
from the Field.







10




ARTICLE
4.  REPORTS, RECORDS AND PAYMENTS





4.1  Reports.





(a)  Progress Reports.





On
the first anniversary from the Effective Date and ending after first commercial
sale of the last Licensed Product to be introduced, LICENSEE shall report to
UNIVERSITY progress covering LICENSEE's (and Affiliate's and Sublicensee's)
activities for the preceding six months to develop and test all Licensed
Products and obtain governmental approvals necessary for marketing the same.
Such semi-annual reports shall be due within sixty days of the reporting period
and include a summary of work completed, summary of work in progress, current
schedule of anticipated events or milestones, market plans for introduction of
Licensed Products, and summary of resources (dollar value) spent in the
reporting period.





(b)  Royalty
Reports.  After the first commercial sale of a Licensed Product
anywhere in the world, LICENSEE shall submit to UNIVERSITY quarterly royalty
reports on or before each February 28, May 31, August 31 and November 30 of each
year. Each royalty report shall cover LICENSEE's (and each Affiliate's and
Sublicensee's) most recently completed calendar quarter and shall
show:





(i)  the
date of first commercial sale of a Licensed Product in each
country;





(ii) the
gross sales, deductions as provided in Paragraph 1.11, and Net Sales during the
most recently completed calendar quarter and the royalties, in US dollars,
payable with respect thereto;





(iii)  the
number of each type of Licensed Product sold;





(iv) Sublicense fees and royalties
received during the most recently completed calendar quarter in US dollars,
payable with respect thereto;





(v) the
method used to calculate the royalties; and





(vi)  the exchange rates
used.





If no
sales of Licensed Products have been made and no Sublicense revenue has been
received by LICENSEE during any reporting period, LICENSEE shall so
report.





4.2Records &
Audits.





(a)  LICENSEE shall keep, and
shall require its Affiliates and Sublicensees to keep, accurate and correct
records of all Licensed Products manufactured, used, and sold, and Sublicense
fees received under this Agreement. Such records shall be retained by LICENSEE
for at least five (5) years following a given reporting period.






11


(b)  All records shall be
available during normal business hours for inspection at the expense of
UNIVERSITY by UNIVERSITY’s Internal Audit Department or by a Certified Public
Accountant selected by UNIVERSITY and in compliance with the other terms of this
Agreement for the sole purpose of verifying reports and payments or other
compliance issues. Such inspector shall not disclose to UNIVERSITY any
information other than information relating to the accuracy of reports and
payments made under this Agreement or other compliance issues. In the event that
any such inspection shows an under reporting and underpayment in excess of five
percent (5%) for any twelve-month (12-month) period, then LICENSEE shall pay the
cost of the audit as well as any additional sum that would have been payable to
UNIVERSITY had the LICENSEE reported correctly, plus an interest charge at a
rate of ten percent (10%) per year. Such interest shall be calculated from the
date the correct payment was due to UNIVERSITY up to the date when such payment
is actually made by LICENSEE. For underpayment not in excess of five percent
(5%) for any twelve-month (12-month) period, LICENSEE shall pay the difference
within thirty (30) days without interest charge or inspection cost.





4.3  Payments.





(a)  All fees reimbursements
and royalties due UNIVERSITY shall be paid in United States dollars and all
checks shall be made payable to "The Regents of the University of California",
referencing UNIVERSITY's taxpayer identification number, 95-6006144, and sent to
UNIVERSITY according to Paragraph 10.1 (Correspondence). When Licensed Products
are sold in currencies other than United States dollars, LICENSEE shall first
determine the earned royalty in the currency of the country in which Licensed
Products were sold and then convert the amount into equivalent United States
funds, using the exchange rate quoted in the Wall Street Journal on the last
business day of the applicable reporting period.





(b)           Royalty
Payments.





(i)  Royalties shall accrue
when Licensed Products are invoiced, or if not invoiced, when delivered to a
third party or Affiliate.





(ii)  LICENSEE shall pay
earned royalties quarterly on or before February 28, May 31, August 31 and
November 30 of each calendar year. Each such payment shall be for earned
royalties accrued within LICENSEE's most recently completed calendar
quarter.





(iii)  Royalties earned on
sales occurring or under Sublicense granted pursuant to this Agreement in any
country outside the United States shall not be reduced by LICENSEE for any
taxes, fees, or other charges imposed by the government of such country on the
payment of royalty income, except that all payments made by LICENSEE in
fulfillment of UNIVERSITY's tax liability in any particular country may be
credited against earned royalties or fees due UNIVERSITY for that country.
LICENSEE shall pay all bank charges resulting from the transfer of such royalty
payments.




12





(iv)  If at any time legal
restrictions prevent the prompt remittance of part or all royalties by LICENSEE
with respect to any country where a Licensed Product is sold or a Sublicense is
granted pursuant to this Agreement, LICENSEE shall convert the amount owed to
UNIVERSITY into US currency and shall pay UNIVERSITY directly from its US
sources of fund for as long as the legal restrictions apply.





(v)  In the event that any
patent or patent claim within Patent Rights is held invalid in a final decision
by a patent office from which no appeal or additional patent prosecution has
been or can be taken, or by a court of competent jurisdiction and last resort
and from which no appeal has or can be taken, all obligation to pay royalties
based solely on that patent or claim or any claim patentably indistinct
therefrom shall cease as of the date of such final decision. LICENSEE shall not,
however, be relieved from paying any royalties that accrued before the date of
such final decision, that are based on another patent or claim not involved in
such final decision, or that are based on the use of Technology.





(c)  Late
Payments.  In the event royalty, reimbursement and/or fee payments are
not received by UNIVERSITY when due, LICENSEE shall pay to UNIVERSITY interest
charges at a rate of ten percent (10%) per year. Such interest shall be
calculated from the date payment was due until actually received by
UNIVERSITY.





ARTICLE
5.  PATENT MATTERS





5.1  Patent Prosecution and
Maintenance.





(a)  Provided that LICENSEE
has reimbursed UNIVERSITY for Patent Costs pursuant to Paragraph 3.2, UNIVERSITY
shall diligently prosecute and maintain the United States and, if
available,  foreign patents, and applications in Patent Rights using
counsel of its choice. UNIVERSITY shall provide LICENSEE with copies of all
relevant documentation relating to such prosecution and LICENSEE shall keep this
documentation confidential. The counsel shall take instructions only from
UNIVERSITY, and all patents and patent applications in Patent Rights shall be
assigned solely to UNIVERSITY.





(b)
UNIVERSITY shall consider amending any patent application in Patent Rights to
include claims reasonably requested by LICENSEE to protect the products
contemplated to be sold by LICENSEE under this Agreement.





(c)           LICENSEE
may elect to terminate its reimbursement obligations with respect to any patent
application or patent in Patent Rights upon three (3) months' written notice to
UNIVERSITY. UNIVERSITY shall use reasonable efforts to curtail further Patent
Costs for such application or patent when such notice of termination is received
from LICENSEE. UNIVERSITY, in its sole discretion and at its sole expense, may
continue prosecution and maintenance of said application or patent, and LICENSEE
shall have no further license with respect thereto. Non-payment of any portion
of Patent Costs with respect to any application or patent may be deemed by
UNIVERSITY as an election by LICENSEE to terminate its reimbursement obligations
with respect to such application or patent. The University is not obligated to
file, prosecute, or maintain Patent Rights where LICENSEE is not paying Patent
Costs  at any time or to file, prosecute, or maintain Patent Rights to
which Licensee has terminated its License hereunder.







13


(d)           LICENSEE
shall apply for an extension of the term of any patent in Patent Rights if
appropriate under the Drug Price Competition and Patent Term Restoration Act of
1984 and/or European, Japanese and other foreign counterparts of this law.
LICENSEE shall prepare all documents for such application, and UNIVERSITY shall
execute such documents and to take any other additional action as LICENSEE
reasonably requests in connection therewith.





5.2           Patent
Infringement.




(a)           In
the event that UNIVERSITY (to the extent of the actual knowledge of the
licensing professional responsible for the administration of this Agreement) or
LICENSEE learns of infringement of potential commercial significance of any
patent licensed under this Agreement, the knowledgeable party will provide the
other (i) with written notice of such infringement and (ii) with any evidence of
such infringement available to it (the "Infringement Notice"). During the period
in which, and in the jurisdiction where, LICENSEE has exclusive rights under
this Agreement, neither UNIVERSITY nor LICENSEE will notify a third party
(including the infringer) of infringement or put such third party on notice of
the existence of any Patent Rights without first obtaining consent of the other.
UNIVERSITY shall have the right to terminate this Agreement immediately without
the obligation to provide 60 days’ notice as set forth in Paragraph 7.1 if
LICENSEE notifies a third party of infringement or puts such third party on
notice of the existence of any Patent Rights with respect to such infringement
without first obtaining the written consent of UNIVERSITY. Both UNIVERSITY and
LICENSEE will use their diligent efforts to cooperate with each other to
terminate such infringement without litigation.




(b)           If
infringing activity of potential commercial significance by the infringer has
not been abated within ninety (90) days following the date the Infringement
Notice takes effect, LICENSEE may institute suit for patent infringement against
the infringer. UNIVERSITY may voluntarily join such suit at its own expense, but
may not thereafter commence suit against the infringer for the acts of
infringement that are the subject of LICENSEE’s suit or any judgment rendered in
that suit. LICENSEE may not join UNIVERSITY in a suit initiated by LICENSEE
without UNIVERSITY’S prior written consent. If, in a suit initiated by LICENSEE,
UNIVERSITY is involuntarily joined other than by LICENSEE, LICENSEE will pay any
costs incurred by UNIVERSITY arising out of such suit, including but not limited
to, any legal fees of counsel that UNIVERSITY selects and retains to represent
it in the suit.




(c)           If,
within a hundred and twenty (120) days following the date the Infringement
Notice takes effect, infringing activity of potential commercial significance by
the infringer has not been abated and if LICENSEE has not brought suit against
the infringer, UNIVERSITY may institute suit for patent infringement against the
infringer. If UNIVERSITY institutes such suit, LICENSEE may not join such suit
without UNIVERSITY’S consent and may not thereafter commence suit against the
infringer for the acts of infringement that are the subject of UNIVERSITY’S suit
or any judgment rendered in that suit.






14


(d)           Any
recovery or settlement received in connection with any suit will first be shared
by UNIVERSITY and LICENSEE equally to cover the litigation costs each incurred,
and next shall be paid to UNIVERSITY or LICENSEE to cover any litigation costs
it incurred in excess of the litigation costs of the other. In any suit
initiated by LICENSEE, any recovery in excess of litigation costs will be shared
between LICENSEE and UNIVERSITY as follows:  (i) for any recovery
other than amounts paid for willful infringement:  (A) UNIVERSITY will
receive fifteen percent (15%) of the recovery if UNIVERSITY was not a party in
the litigation and did not incur any litigation costs; (B) UNIVERSITY will
receive twenty-five percent (25%) of the recovery if UNIVERSITY was a party in
the litigation, but did not incur any litigation costs, including the provisions
of Paragraph 5.2(b) above, or (C) UNIVERSITY will receive fifty percent (50%) of
the recovery if UNIVERSITY incurred any litigation costs in connection with the
litigation;  and (ii) for any recovery for willful infringement,
UNIVERSITY will receive fifty percent (50%) of the recovery. In any suit
initiated by UNIVERSITY, any recovery in excess of litigation costs will belong
to UNIVERSITY. UNIVERSITY and LICENSEE agree to be bound by all determinations
of patent infringement, validity, and enforceability (but no other issue)
resolved by any adjudicated judgment in a suit brought in compliance with this
Section 5.2.




(e)           Any
agreement made by LICENSEE for purposes of settling litigation or other dispute
shall comply with the requirements of Section 2.2 (Sublicenses) of this
Agreement.




(f)           Each
party will cooperate with the other in litigation proceedings instituted
hereunder but at the expense of the party who initiated the suit (unless such
suit is being jointly prosecuted by the parties).




(g)           Any
litigation proceedings will be controlled by the party bringing the suit, except
that UNIVERSITY may be represented by counsel of its choice in any suit
brought.





5.3  Patent
Marking.  LICENSEE shall mark all Licensed Products made, used
or sold under the terms of this Agreement, or their containers, in accordance
with the applicable patent marking laws.








ARTICLE
6.  GOVERNMENTAL MATTERS





6.1  Governmental Approval or
Registration.  If this Agreement or any associated transaction
is required by the law of any nation to be either approved or registered with
any governmental agency, LICENSEE shall assume all legal obligations to do so.
LICENSEE shall notify UNIVERSITY if it becomes aware that this Agreement is
subject to a United States or foreign government reporting or approval
requirement. LICENSEE shall make all necessary filings and pay all costs
including fees, penalties, and all other out-of-pocket costs associated with
such reporting or approval process.






15





6.2  Export Control
Laws.  LICENSEE shall observe all applicable United States and
foreign laws with respect to the transfer of Licensed Products and related
technical data to foreign countries, including, without limitation, the
International Traffic in Arms Regulations and the Export Administration
Regulations.





ARTICLE
7.  TERMINATION OF THE AGREEMENT





7.1  Termination by
UNIVERSITY.


(a)  If
LICENSEE fails to perform or violates any term of this Agreement, then
UNIVERSITY may give written notice of default ("Notice of Default") to LICENSEE.
If LICENSEE fails to cure the default within ninety (90) days of the Notice of
Default, UNIVERSITY may terminate this Agreement and the license granted herein
by a second written notice ("Notice of Termination") to LICENSEE. If a Notice of
Termination is sent to LICENSEE, this Agreement shall automatically terminate on
the effective date of that notice. Termination shall not relieve LICENSEE of its
obligation to pay any fees owed at the time of termination and shall not impair
any accrued right of UNIVERSITY.





(b)  This
Agreement will terminate immediately, without the obligation to provide ninety
(90) days notice as set forth in Paragraph 7.1(a), if LICENSEE files a claim
including in any way the assertion that any portion of UNIVERSITY's Patent
Rights is invalid or unenforceable where the filing is by the LICENSEE, a third
party on behalf of the LICENSEE, or a third party at the written urging of the
LICENSEE.





7.2  Termination by
LICENSEE.





(a)  LICENSEE shall have the
right at any time and for any reason to terminate this Agreement or certains
area(s) or Indication(s) in the Field upon a ninety (90)-day written notice to
UNIVERSITY. Said notice shall state LICENSEE’s reason for terminating this
Agreement.





(b)  Any termination under
Paragraph 7.2(a) shall not relieve LICENSEE of any obligation or liability
accrued under this Agreement prior to termination or rescind any payment made to
UNIVERSITY or action by LICENSEE prior to the time termination becomes
effective. Termination shall not affect in any manner any rights of UNIVERSITY
arising under this Agreement prior to termination.





7.3  Survival on
Termination.  The following Paragraphs and Articles shall
survive the termination of this Agreement:





(a)           Article
4 (REPORTS, RECORDS AND PAYMENTS);




(b)Paragraph
7.4 (Disposition of Licensed Products on Hand);






16


(c) Paragraph 8.2
(Indemnification);





(d)           Article
9 (USE OF NAMES AND TRADEMARKS);





(e)           Paragraph
10.2 hereof (Secrecy); and





(f)           Paragraph
10.5 (Failure to Perform).





7.4  Disposition of Licensed Products on
Hand.  Upon termination of this Agreement, LICENSEE may dispose
of all previously made or partially made Licensed Product within a period of one
hundred and twenty (120) days of the effective date of such termination provided
that the sale of such Licensed Product by LICENSEE, its Sublicensees, or
Affiliates shall be subject to the terms of this Agreement, including but not
limited to the rendering of reports and payment of royalties required under this
Agreement.





ARTICLE
8.  LIMITED WARRANTY AND INDEMNIFICATION





8.1  Limited Warranty.





(a)           UNIVERSITY
warrants that it has the lawful right to grant this license.





(b)           The
license granted herein and the associated Technology are is provided “AS
IS” and without WARRANTY OF MERCHANTABILITY or WARRANTY OF FITNESS FOR A
PARTICULAR PURPOSE or any other warranty, express or implied. UNIVERSITY makes
no representation or warranty that the Licensed Product, Licensed Method or the
use of Patent Rights or Technology will not infringe any other patent or other
proprietary rights.





(c)           In
no event shall UNIVERSITY be liable for any incidental, special or consequential
damages resulting from exercise of the  license granted herein or the
use of the Invention, Licensed Product, Licensed Method or
Technology.





(d)           Nothing
in this Agreement shall be construed as:




(i)           a
warranty or representation by UNIVERSITY as to the validity or scope of any
Patent Rights;




(ii)           a
warranty or representation that anything made, used, sold or otherwise disposed
of under any license granted in this Agreement is or shall be free from
infringement of patents of third parties;




(iii)          an
obligation to bring or prosecute actions or suits against third parties for
patent infringement except as provided in Paragraph 5.2 hereof;







17


(iv)           conferring
by implication, estoppel or otherwise any license or rights under any patents of
UNIVERSITY other than Patent Rights as defined in this Agreement, regardless of
whether those patents are dominant or subordinate to Patent Rights;
or





(v)           an
obligation to furnish any know-how not provided in Patent Rights and Technology;
or





(vi)           an
obligation to update Technology.





8.2  Indemnification.





(a)           LICENSEE
shall indemnify, hold harmless and defend UNIVERSITY, its officers, employees,
and agents; the sponsors of the research that led to the Invention; and the
Inventors of the patents and patent applications in Patent Rights and their
employers against any and all claims, suits, losses, damage, costs, fees, and
expenses resulting from or arising out of exercise of this license or any
Sublicense. This indemnification shall include, but not be limited to, any
product liability.





(b)           LICENSEE,
at its sole cost and expense, shall insure its activities in connection with the
work under this Agreement and obtain, keep in force and maintain insurance or an
equivalent program of self insurance as follows:





(i)           Prior
to initiation of human clinical trials, comprehensive or commercial general
liability insurance (contractual liability included) with limits of at
least:  (A) each occurrence, one million dollars (US$1,000,000); (B)
products/completed operations aggregate, one million dollars (US$1,000,000); (C)
personal and advertising injury, one million dollars (US$1,000,000); and (D)
general aggregate (commercial form only), one million dollars (US$1,000,000);
and





(ii)           Before
administration of Licensed Product in humans, comprehensive or commercial
general liability insurance (contractual liability included) with limits of at
least:  (A) each occurrence, five million dollars (US$5,000,000); (B)
products/completed operations aggregate ten million dollars (US$10,000,000); (C)
personal and advertising injury, five million dollars (US$5,000,000); and (D)
general aggregate (commercial form only), ten million dollars (US$10,000,000);
and





(iii)           the
coverage and limits referred to above shall not in any way limit the liability
of LICENSEE.





(iv)           the
LICENSEE and/or an Affiliate thereof shall have the option to self
insure  upon providing written evidence, acceptable to UNIVERSITY, of
such self insurance.






18


(c)           Upon
request, LICENSEE shall furnish UNIVERSITY with certificates of insurance
showing compliance with all requirements. Such certificates shall: (i) provide
for thirty (30) day advance written notice to UNIVERSITY of any modification;
(ii) indicate that UNIVERSITY has been endorsed as an additional insured under
the coverage referred to above; and (iii) include a provision that the coverage
shall be primary and shall not participate with nor shall be excess over any
valid and collectable insurance or program of self-insurance carried or
maintained by UNIVERSITY.





(d)           UNIVERSITY
shall notify LICENSEE in writing of any claim or suit brought against UNIVERSITY
in respect of which UNIVERSITY intends to invoke the provisions of this Article.
LICENSEE shall keep UNIVERSITY informed on a current basis of its defense of any
claims under this Article.





ARTICLE
9.  USE OF NAMES AND TRADEMARKS





9.1           Nothing
contained in this Agreement confers any right to use in advertising, publicity,
or other promotional activities any name, trade name, trademark, or other
designation of either party hereto (including contraction, abbreviation or
simulation of any of the foregoing). Unless required by law, the use by LICENSEE
of the name, "The Regents of the University of California" or the name of any
campus of the University Of California is prohibited, without the express
written consent of UNIVERSITY.





9.2           UNIVERSITY
may disclose to the Inventors the terms and conditions of this Agreement upon
their request. If such disclosure is made, UNIVERSITY shall request the
Inventors not disclose such terms and conditions to others.





9.3           UNIVERSITY
may acknowledge the existence of this Agreement and the extent of the grant in
Article 2 to third parties, but UNIVERSITY shall not disclose the financial
terms of this Agreement to third parties, except where UNIVERSITY is required by
law to do so, such as under the California Public Records Act.





ARTICLE
10.  MISCELLANEOUS PROVISIONS





10.1                      Correspondence.  Any
notice or payment required to be given to either party under this Agreement
shall be deemed to have been properly given and effective:





(a)  on
the date of delivery if delivered in person, or





(b)  five
(5) days after mailing if mailed by first-class or certified mail, postage paid,
to the respective addresses given below, or to such other address as is
designated by written notice given to the other party.





If sent to LICENSEE:


Epitope Pharmaceuticals,
Inc.


9100
South Dadeland Blvd.


Suite
1809


Miami,
FL   33156


Attention:Nicholas
Stergis, M.S.


Vice
Chairman


Phone:                 305-670-1535


Fax:           305-670-1575






19


If sent to UNIVERSITY by
mail:


University of California, San
Diego


Technology Transfer & Intellectual
Property Services


9500 Gilman
Drive


Mail Code 0910


La Jolla, CA 92093-0910


Attention:  Assistant Vice
Chancellor





If sent
to UNIVERSITY by courier:


University of California, San
Diego


Technology Transfer & Intellectual
Property Services


10300 North Torrey Pines
Road


Torrey Pines Center North, First
Floor


La Jolla, CA 92037


Attention:  Assistant Vice
Chancellor





For wire payments to
UNIVERSITY:


All
payments due UNIVERSITY and made by wire transfers shall include an additional
wire transfer fee of twenty-five dollar (US$25) to the amount due. Wire
transfers shall be made using the following information:




UCSD
      receiving bank name:
            Bank
      of AmericaUCSD
      bank account no.:
            1233018188UCSD
      bank routing (ABA) no.:
            0260-0959-3UCSD
      bank account name:
            Regents
      of the University of California, UCSD DepositoryUCSD
      bank ACH format code:
            CTXCHIPS
      Address:
            0959UCSD
      bank address:
            Bank
      of America
              PO
      Box 37025
              San
      Francisco, CA  94137
              U.S.A.UCSD
      addendum information:
            Reference
      UCSD-TechTIPS Case
              No.:
      2006-092
              Department
      contact:  Financial ManagerSWIFT
      Address:
            BOFAUS3N





A fax
copy of the transaction receipt should be sent to Financial Manager
at:  (858) 534-7345. LICENSEE is responsible for all bank charges of
wire transfer funds. The bank charges should not be deducted from total amount
due to the Regents of the University of California







20


10.2                      Secrecy.





(a)  "Confidential
Information" shall mean information, including Technology, relating to the
Invention and disclosed by UNIVERSITY to LICENSEE during the term of this
Agreement, which if disclosed in writing shall be marked "Confidential", or if
first disclosed otherwise, shall within thirty (30) days of such disclosure be
reduced to writing by UNIVERSITY and sent to LICENSEE:





(b)  Licensee
shall:





(i)           use
the Confidential Information for the sole purpose of performing under the terms
of this Agreement;





(ii)           safeguard
Confidential Information against disclosure to others with the same degree of
care as it exercises with its own data of a similar nature;





(iii)           not
disclose Confidential Information to others (except to its employees, agents or
consultants who are bound to LICENSEE by a like obligation of confidentiality)
without the express written permission of UNIVERSITY, except that LICENSEE shall
not be prevented from using or disclosing any of the Confidential Information
that:





(A)
            LICENSEE
      can demonstrate by written records was previously known to
    it;





(B)
            is
      now, or becomes in the future, public knowledge other than through acts or
      omissions of LICENSEE;





(C)           is
lawfully obtained by LICENSEE from sources independent of UNIVERSITY;
or





(D)           is
required to be disclosed by law or a court of competent jurisdiction;
and





(c)           The
secrecy obligations of LICENSEE with respect to Confidential Information shall
continue for a period ending five (5) years from the termination date of this
Agreement.





10.3                                Assignability.  This
Agreement is binding upon and inures to the benefit of UNIVERSITY, its
successors and assigns. But it is personal to Licensee and assignable by
Licensee only with the written consent of UNIVERSITY. The consent of UNIVERSITY
will not be required if the assignment is in conjunction with the transfer of
all or substantially all of the business of Licensee to which this license
relates.






21




10.4                      No Waiver.  No
waiver by either party of any breach or default of any covenant or agreement set
forth in this Agreement shall be deemed a waiver as to any subsequent and/or
similar breach or default.





10.5                      Failure to
Perform.  In the event of a failure of performance due under
this Agreement and if it becomes necessary for either party to undertake legal
action against the other on account thereof, then the prevailing party shall be
entitled to reasonable attorney's fees in addition to costs and necessary
disbursements.





10.6                      Governing
Laws.  THIS AGREEMENT SHALL BE INTERPRETED AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA, but the scope and validity
of any patent or patent application shall be governed by the applicable laws of
the country of the patent or patent application.





10.7                      Force Majeure.  A
party to this Agreement may be excused from any performance required herein if
such performance is rendered impossible or unfeasible due to any catastrophe or
other major event beyond its reasonable control, including, without limitation,
war, riot, and insurrection; laws, proclamations, edicts, ordinances, or
regulations; strikes, lockouts, or other serious labor disputes; and floods,
fires, explosions, or other natural disasters. When such events have abated, the
non-performing party's obligations herein shall resume.





10.8                      Headings.  The
headings of the several sections are inserted for convenience of reference only
and are not intended to be a part of or to affect the meaning or interpretation
of this Agreement.





10.9                      Entire
Agreement.This Agreement embodies the entire understanding of
the parties and supersedes all previous communications, representations or
understandings, either oral or written, between the parties relating to the
subject matter hereof.





10.10                    Amendments.  No
amendment or modification of this Agreement shall be valid or binding on the
parties unless made in writing and signed on behalf of each party.





10.11                    Severability.  In
the event that any of the provisions contained in this Agreement is held to be
invalid, illegal, or unenforceable in any respect, such invalidity, illegality
or unenforceability shall not affect any other provisions of this Agreement, and
this Agreement shall be construed as if the invalid, illegal, or unenforceable
provisions had never been contained in it





IN WITNESS WHEREOF, both
UNIVERSITY and LICENSEE have executed this Agreement, in duplicate originals, by
their respective and duly authorized officers on the day and year
written.






22





EPITOPE
PHARMACEUTICALS,
INC.:                                        THE
REGENTS OF THE


UNIVERSITY OF
CALIFORNIA:





By:           /s/ Nicholas
Stergis                                                              By:/s/ Jane
Moores


(Signature)                                                                                 (Signature)





Name:
Nicholas
Stergis                                                                           Jane
Moores, Ph.D.





Title:                 Vice
Chairman                                                            Assistant
Vice Chancellor,


Intellectual Property





Date:July 9,
2008                                                                             
Date:June
30, 2008







APPENDIX  A


DOCKET
            SERIAL
      #
            FILE
      TYPE
            FILE
      DATE
            PATENT
      NUMBER
            PATENT
      DATE1993-268-1AU
            23,600/95
            AUSTRALIA
            4/24/95
            696,646
            07-Jan-991993-268-1CA
            2,188,582
            CANADA
            4/24/951993-268-1CH
            762881
            SWITZERLAND
            3/17/04
            762881
            17-Mar-041993-268-1DE
            762881
            GERMANY
            3/17/04
            762881
            17-Mar-041993-268-1FR
            762881
            FRANCE
            3/17/04
            762881
            17-Mar-041993-268-1GB
            762881
            UK
            3/17/04
            762881
            17-Mar-041993-268-1IE
            762881
            IRELAND
            3/17/04
            762881
            17-Mar-041993-268-1IT
            762881
            ITALY
            3/17/04
            762881
            17-Mar-041993-268-1JP
            7-530288
            JAPAN
            4/24/951993-268-1MX
            965692
            MEXICO
            4/24/04
            237007
            18-May-061993-268-1NZ
            284914
            NEW
      ZEALAND
            4/24/95
            284914
            07-Dec-001993-268-3AU
            19,755/97
            AUSTRALIA
            2/20/97
            727087
            15-Mar-011993-268-3EP1
            07023676.5
            EUROPE
            2/20/971993-268-3KR
            707257/1998
            KOREA
            2/20/97
            328112
            27-Feb-021993-268-3MX
            987492
            MEXICO
            2/20/971993-268-3NZ
            331989
            NEW
      ZEALAND
            2/20/97
            331989
            12-May-001993-268-6
            09/616,247
            US
            7/14/00
            7,094,597
            22-Aug-061993-268-7
            10/299,184
            US
            11/18/02
            6,946,132
            20-Sep-052000-133-1BR
            PI0113147-8
            BRAZIL
            8/8/012000-133-1CA
            2,418,445
            CANADA
            8/8/012000-133-1EP1
            06000232.6
            EUROPE
            8/8/012000-133-1EU
            200300132
            EURASIA
            8/8/01
            006650
            24-Feb-062000-133-1JP
            2002-561247
            JAPAN
            8/8/012000-133-1MX
            2003/001167
            MEXICO
            8/8/012000-133-1NZ
            524042
            NEW
      ZEALAND
            8/8/01
            524042
            08-Sep-052000-133-2
            09/828,574
            US
            4/6/01
            6,989,146
            24-Jan-062000-133-3
            11/080,458
            US
            3/14/052001-901-2
            10/001,938
            US
            10/31/01
            7,301,005
            27-Nov-072001-901-2AU1
            2008200490
            AUSTRALIA
            10/31/012001-901-2BR
            PI0115246-7
            BRAZIL
            10/31/012001-901-2CA
            2427572
            CANADA
            10/31/012001-901-2CN
            01820764.2
            CHINA
            10/31/012001-901-2EP
            01992716.9
            EUROPE
            10/31/012001-901-2EU
            200300438
            EURASIA
            10/31/01
            005821
            30-Jun-052001-901-2JP
            2002-539369
            JAPAN
            10/31/012001-901-2KR
            10-2003-7006068
            KOREA
            10/31/042001-901-2MX
            PA/a/2003/003901
            MEXICO
            10/31/012001-901-3
            11/938,762
            US
            11/12/072002-051-1AU1
            
            AUSTRALIA2002-051-1CA
            2,461,666
            CANADA
            9/25/022002-051-1EP
            2773596.8
            EUROPE
            9/25/022002-051-1JP
            2003-530218
            JAPAN
            9/25/022002-051-1MI
            10/490,949
            US
            10/20/05