<PAGE>
                                                                   Exhibit 10.89

                                            ***TEXT OMITTED AND FILED SEPARATELY
                                                CONFIDENTIAL TREATMENT REQUESTED
                                          UNDER 17 C.F.R. SECTIONS 200.80(b)(4),
                                                            200.83 AND 240.24b-2

                                LICENSE AGREEMENT


                                      Effective: July 9, 2001 ("Effective Date")

        This License Agreement is by and between EPIMMUNE INC., having a
principal place of business at 5820 Nancy Ridge Drive, San Diego, CA 92121
(hereinafter referred to as "EPMN"), and GENENCOR INTERNATIONAL, INC., having a
principal place of business at 925 Page Mill Road, Palo Alto, CA 94304-1013
(hereinafter referred to as "GCOR").

        WHEREAS, the Parties have signed a certain Letter Agreement dated March
30, 2001 (the "Letter") regarding a license, research and development
collaboration in the Licensed Field (as defined) and certain equity investments
in EPMN (the "Definitive Agreements"); and

        WHEREAS, concurrent with the execution of this License Agreement the
Parties will execute such other Definitive Agreements as deemed appropriate to
conclude the contemplated transaction; and

        WHEREAS, the Parties intend for this License Agreement to constitute the
definitive license agreement.

        NOW, THEREFORE, the Parties hereby agree as follows:

                                    ARTICLE I
                                   DEFINITIONS

               The following definitions shall control the construction of each
of the following terms wherever they appear in this Agreement:


1.1     "Affiliate" shall mean any corporation or other entity that directly, or
        indirectly through one or more intermediaries, controls, is controlled
        by, or is under common control with the designated party but only for so
        long as such relationship exists. Solely for purposes of this Section
        1.1, "Control" shall mean ownership of fifty percent (50%) or greater of
        the shares of stock entitled to vote for directors in the case of a
        corporation and fifty percent (50%) or greater of the interests in
        profits in the case of a business entity other than a corporation.

1.2     "Biological License Application" ("BLA") shall mean a Biological License
        Application or equivalent application filed with the FDA or the
        equivalent application filed with regulatory authorities in other
        countries.

<PAGE>

1.3     "Collaboration" shall mean the program of collaborative research and
        development in the Licensed Field conducted pursuant to the
        Collaboration Agreement during the Collaboration Term as described in
        Article IX.

1.4     "Collaboration Agreement" shall mean that certain Collaboration
        Agreement between the Parties of even date herewith.

1.5     "Collaboration Patent Rights" shall mean any Sole Collaboration Patent
        Rights or Joint Collaboration Patent Rights.

1.6     "Collaboration Term" shall mean the two and one-half (2.5) year period
        from April 2, 2001 through September 1, 2003 unless extended by mutual
        agreement or terminated early as provided for in the Collaboration
        Agreement.

1.7     "Combination Product" shall mean any Licensed Product that combines
        [...***...] at least one (1) of which components is a Licensed Product
        or EPMN Product, as applicable, and at least one (1) of which components
        is not a Licensed Product or EPMN Product, as applicable, where either
        (a) [...***...](a "Type A Combination Product"), or (b) [...***...](a
        "Type B Combination Product"). For illustrative purposes, certain
        examples are set forth in Appendix A hereof.

1.8     "Control" shall mean, with respect to any intellectual property rights,
        the ability to grant licenses or sublicenses to and/or disclose such
        intellectual property without violating the terms of any bona fide
        agreement with a third party to which such intellectual property is
        subject.

1.9     "Date of First Commercial Sale" ("DFCS") shall mean in respect of each
        Licensed Product the first arms length transaction with a willing buyer
        for the sale of such Licensed Product into the market place by GCOR or
        any of its sublicensees.

1.10    "Diligence Period" shall mean the period commencing at the expiration of
        the Collaboration Term and continuing until the earlier of (a)
        [...***...] after the last day of the Collaboration Term, or (b) the
        date GCOR or any of its sublicensees has filed in any of the Major
        Geographies an IND for at least [...***...] Licensed Product directed to
        each Virus.

                                               *CONFIDENTIAL TREATMENT REQUESTED

                                       2.
<PAGE>

1.11    "EPMN Know-How" shall mean any Know-How that is or may be necessary or
        useful for the development or commercialization of vaccines for treating
        or preventing diseases associated with HPV, HBV or HCV, including any
        such Know-How pertaining to the PADRE(R) Technology, other than any
        Know-How disclosed or claimed in any EPMN Patent Rights or Collaboration
        Patent Rights, which Know-How is Controlled by EPMN on the Effective
        Date or during the Collaboration Term.

1.12    "EPMN Patent Rights" shall mean Patent Rights that are useful for the
        development or commercialization of vaccines for treating or preventing
        diseases associated with HPV, HBV or HCV, including any such Patent
        Rights pertaining to the PADRE(R) Technology, which Patent Rights are
        Controlled by EPMN on the Effective Date or during the Collaboration
        Term, but excluding Collaboration Patent Rights.

1.13    "EPMN Product" shall mean a product, developed, made, used or sold by
        EPMN the manufacture, use or sale of which, but for the license granted
        in Section 2.3.2, would infringe a Valid Claim of one (1) or more Joint
        Collaboration Patent Rights.

1.14    "EPMN Technology" shall mean collectively EPMN Know-How and EPMN Patent
        Rights.

1.15    "First HPV Indication" shall mean treatment or prevention of
        [...***...].

1.16    "First Licensed Product" shall mean the first product developed by GCOR
        or any of its sublicensees for either the prevention or treatment of a
        disease associated with each Virus; provided, however, that an IND
        relating to such product has been submitted and become effective, by
        GCOR or any of its sublicensees.

1.17    "Food and Drug Administration" ("FDA") shall mean the U.S. Food and Drug
        Administration.

1.18    "HBV" shall mean Hepatitis B Virus.

1.19    "HCV" shall mean Hepatitis C Virus.

1.20    "HPV" shall mean Human Papilloma Virus.

1.21    "Investigational New Drug Application" ("IND") shall mean a request for
        authorization from the FDA or applicable regulatory authorities in other
        countries to administer an investigational drug or biological product to
        humans.

1.22    "Joint Collaboration Patent Rights" shall mean any Patent Rights
        covering inventions conceived or reduced to practice jointly by
        employees, consultants or

                                               *CONFIDENTIAL TREATMENT REQUESTED


                                       3.
<PAGE>

        agents of EPMN and GCOR during the course of or arising from the
        Collaboration.

1.23    "Know-How" shall mean proprietary and confidential know-how, including
        technical data, experimental results, specifications, techniques,
        methods, technology, processes, recipes and written materials.

1.24    "Licensed Field" shall mean the research, development and
        commercialization of Licensed Product(s) for treating or preventing
        diseases associated with the following viruses: HPV, HBV and HCV.

1.25    "Licensed Product" shall mean a therapeutic or prophylactic vaccine (a)
        the manufacture, use or sale of which, but for any license granted to
        GCOR herein, would infringe a Valid Claim of one (1) or more EPMN Patent
        Rights or one (1) or more Collaboration Patent Rights, or (b) was
        developed or manufactured using EPMN Know-How.

1.26    "Major Geographies" shall mean [...***...].

1.27    "Net Sales" shall mean (a) with respect to a Licensed Product, the gross
        amount invoiced by GCOR or its sublicensees to unrelated third parties
        for such Licensed Product, and (b) with respect to an EPMN Product, the
        gross amount invoiced by EPMN or its sublicensees to unrelated third
        parties for such EPMN Product, in either case less:

        (i)    Trade, quantity and cash discounts actually allowed;

        (ii)   Discounts, refunds, rebates, chargebacks, retroactive price
               adjustments, and any other allowances, which effectively reduce
               the net selling price;

        (iii)  Actual product returns and allowances;

        (iv)   Any tariffs, duties and/or taxes (excluding withholding tax)
               imposed on the production, sale, delivery or use of the product;

        (v)    That portion of the sales value associated with
               non-pharmaceutical drug delivery devices in an amount not to
               exceed the fair market value of such devices, as documented in
               writing;

        (vi)   Freight charges paid for delivery; and

        (vii)  [...***...]

        In the event the Licensed Product(s) or EPMN Product(s), as applicable,
        is sold as part of a Type A Combination Product, Net Sales for purposes
        of determining the applicable royalty for such Licensed Product(s) or
        EPMN Product(s), as applicable, shall be determined by [...***...]. In
        the event that such [...***...] cannot be determined for both the
        Licensed Product(s) or EPMN Product(s), as applicable,

                                               *CONFIDENTIAL TREATMENT REQUESTED


                                       4.
<PAGE>
        [...***...] of the Type A Combination Product in combination, Net Sales
        of the Type A Combination Product shall be [...***...].

        In the event the Licensed Product(s) or EPMN Product(s), as applicable,
        is sold as part of a Type B Combination Product, Net Sales for purposes
        of determining the applicable royalty for such Licensed Product(s) or
        EPMN Product(s), as applicable, shall be determined by [...***...]. In
        the event that such [...***...] cannot be determined for [...***...] of
        the Type B Combination Product, Net Sales of the Type B Combination
        Product shall be [...***...].

1.28    "Non-Patented Countries" shall have the meaning set forth in Section
        3.3.

1.29    "PADRE(R) Technology" shall mean a family of immunostimulatory molecules
        which when combined with cytotoxic T cell epitopes increase the
        magnitude and duration of the immune response.

1.30    "Party" shall mean either EPMN or GCOR, as appropriate, whereas the term
        "Parties" shall mean EPMN and GCOR jointly.

1.31    "Patent Rights" shall mean all rights associated with all United States
        and foreign patents (including all reissues, extensions, confirmations,
        registrations, re-examinations, and inventor's certificates) and patent
        applications (including, without limitation, all substitutions,
        continuations, continuations-in-part, divisionals and provisionals
        thereof).

1.32    "Phase I Clinical Trial" shall mean that portion of the clinical
        development program which generally provides for the first introduction
        of a product into a small number of humans with the primary purpose of
        evaluating safety of the product and preliminary activity of the
        product, as more specifically defined by the rules and regulations of
        the FDA and corresponding rules and regulations in other countries.

                                               *CONFIDENTIAL TREATMENT REQUESTED

                                       5.
<PAGE>

1.33    "Phase III Clinical Trial" shall mean that portion of the clinical
        development program which provides for the continued trials of a product
        on sufficient numbers of patients to establish the safety and efficacy
        of a product for the desired claims and indications to provide adequate
        basis for physician labeling, as more specifically defined by the rules
        and regulations of the FDA and corresponding rules and regulations in
        other countries.

1.34    "Pivotal Trial" shall mean the clinical trial of a product (which may
        be, for example, a Phase II or Phase III trial) that is deemed by the
        FDA or appropriate regulatory agency in other countries to be sufficient
        to support the filing of a BLA or other application for marketing
        approval of such product.

1.35    "Royalty Period" shall mean, with respect to a given Licensed Product on
        a country-by-country basis, the longer of (a) [...***...] from the DFCS
        of such Licensed Product in such country, or (b) the last to expire EPMN
        Patent Right or Collaboration Patent Right licensed hereunder in such
        country.

1.36    "Second HPV Indication" shall mean treatment or prevention of
        [...***...].

1.37    "Second Licensed Product" shall mean the second product developed by or
        for GCOR or any of its sublicensees for either the prevention or
        treatment of a disease associated with each Virus; provided, however,
        that an IND relating to each product has been submitted and becomes
        effective, by GCOR or any of its sublicensees.

1.38    "Sole Collaboration Patent Rights" shall mean any Patent Rights covering
        inventions conceived or reduced to practice solely by employees,
        consultants or agents of EPMN during the course of or arising from the
        Collaboration.

1.39    "Successful Completion" shall mean a decision made by GCOR that the
        Licensed Product being evaluated in that phase of the clinical trial
        will proceed to the next phase; provided that GCOR will be deemed to
        have made a decision to proceed to the next phase with respect to a
        Licensed Product if GCOR has not notified EPMN in writing that it has
        decided not to proceed to the next phase with respect to such Licensed
        Product within [...***...] (which period may be extended by mutual
        agreement which agreement will not be unreasonably withheld) after
        completion of the statistical analysis report on "clean data" ("clean
        data" means all case report forms have been reviewed and cleaned up and
        all outstanding queries have been resolved).

1.40    "Term" shall have the meaning given such term in Section 10.1.

1.41    "Third Party License Agreements" shall mean the agreements between EPMN
        and certain third parties with respect to Third Party Technology as
        listed in Appendix B hereto.


                                               *CONFIDENTIAL TREATMENT REQUESTED


                                       6.
<PAGE>
1.42    "Third Party Technology" shall mean collectively any Patent Rights or
        Know-How included in the EPMN Technology that are owned in whole or in
        part by a third party, licensed to EPMN and sublicensed to GCOR by EPMN
        pursuant to Section 2.2 and listed in Appendix B hereto.

1.43    "Valid Claim" shall mean any claim in (a) an unexpired patent which has
        not been held unenforceable, unpatentable or invalid by a final decision
        of a court or other governmental agency of competent jurisdiction from
        which no appeal may be or is taken, and which has not been admitted to
        be invalid or unenforceable through reissue or disclaimer, or (b) a
        pending patent application; excluding from Section 1.43(b) (i) any
        patent application filed in the [...***...], any country in [...***...]
        or the [...***...] that has been pending for more than six (6) years
        following the earliest priority date of filing of such application, and
        (ii) any patent application filed in [...***...] that has been
        pending for more than eight (8) years following the earliest priority
        date of filing of such application.

1.44    "Virus" shall mean one of HPV, HBV or HCV.

                                   ARTICLE II
                                  LICENSE GRANT

2.1     Grant of License in EPMN Technology from EPMN to GCOR. EPMN hereby
        grants to GCOR and GCOR hereby accepts a worldwide, exclusive,
        royalty-bearing and sublicensable right and license to practice the EPMN
        Technology (other than the Third Party Technology) and all of EPMN's
        rights in Collaboration Patent Rights to make, have made, use, import,
        promote, market, distribute or sell Licensed Product(s) in the Licensed
        Field.

2.2     Grant of Sublicense in Third Party Technology from EPMN to GCOR. Subject
        to the terms and conditions of applicable Third Party License
        Agreements, EPMN hereby grants to GCOR and GCOR hereby accepts a
        worldwide, exclusive or non-exclusive (as the case may be),
        royalty-bearing and sublicenseable (subject to the terms of the Third
        Party License Agreement) right and license to practice the Third Party
        Technology to make, have made, use, import, promote, market, distribute
        or sell Licensed Product(s) in the Licensed Field.

2.3     Grant of License to Joint Collaboration Patent Rights Outside the
        Licensed Field.

        2.3.1 EPMN Grant. EPMN hereby grants to GCOR and GCOR hereby accepts a
        worldwide, non-exclusive, [...***...] and sublicenseable right and
        license to practice EPMN's rights in Joint Collaboration Patent Rights
        to make, have made, import, promote, market, distribute or sell products
        or processes outside the Licensed Field.

        2.3.2 GCOR Grant. GCOR hereby grants to EPMN and EPMN hereby accepts a
        worldwide, non-exclusive, [...***...] and sublicenseable right and
        license to practice GCOR's rights in Joint Collaboration Patent Rights
        to make, have made,

                                               *CONFIDENTIAL TREATMENT REQUESTED


                                       7.
<PAGE>

        import, promote, market, distribute or sell EPMN Products outside the
        Licensed Field.


                                   ARTICLE III
                           UPFRONT FEES AND ROYALTIES

3.1     License Fee. Upon the Effective Date, GCOR shall pay EPMN a lump sum
        payment of [...***...]. Such payment shall be non-creditable and
        non-refundable.

3.2     GCOR Royalty Rates. Subject to Sections 3.2.1, 3.2.2, 3.2.3 and 3.2.4
        hereof, GCOR shall during the Royalty Period pay EPMN a royalty of
        [...***...] of Net Sales of Licensed Product.

        3.2.1 Third Party Technology Sublicense. In addition to the royalty rate
        set forth above, GCOR will make any royalty payments due to a third
        party under any Third Party License Agreement due to the sale of
        Licensed Product; provided that GCOR will be entitled to credit
        [...***...] of any such third party royalty payments under such Third
        Party License Agreement against the earned royalties due to EPMN
        hereunder. EPMN shall be solely responsible for any other payment due
        under any Third Party License Agreement. [...***...].

        3.2.2 Royalty Credits. If total royalty payments made by GCOR to make,
        have made, import, use or sell a Licensed Product (including all
        royalties paid to non-Affiliated third parties, royalties paid to third
        parties based on Third Party License Agreements, and royalties paid to
        EPMN) exceed [...***...] of Net Sales of such Licensed Product in a
        given calendar quarter, then GCOR shall have the right to credit
        [...***...] of the amount by which such total royalty payments in such
        quarter exceed [...***...] of Net Sales of such Licensed Product in such
        quarter against the earned royalties due to EPMN hereunder; provided
        that this Section 3.2.2 shall not apply to any Licensed Product that is
        a Combination Product. For illustrative purposes, certain royalty
        calculation scenarios are set forth in Appendix C hereof.

        3.2.3 Minimum Royalty. Except as provided in Section 3.2.4, in no event
        will royalties payable to EPMN as a result of royalty credits under this
        Section 3.2 be less than [...***...] of Net Sales of Licensed Product.

        3.2.4 HCV. In the event GCOR must obtain a license from [...***...] (or
        its successor in interest) to Patent Rights in order to commercialize an
        HCV Licensed Product, EPMN's minimum royalty as result of royalty
        credits under this Section 3.2 will be reduced to [...***...] of Net
        Sales of such HCV Licensed Product.

3.3     Sales in Non-Patented Countries. In the event EPMN Patent Rights or
        Collaboration Patent Rights cover the manufacture, use or sale of a
        Licensed

                                               *CONFIDENTIAL TREATMENT REQUESTED


                                       8.
<PAGE>
        Product in the Major Geographies, then in any other geography where GCOR
        or any of its sublicensees sells such Licensed Product but where no EPMN
        Patent Rights or Collaboration Patent Rights cover the manufacture, use
        or sale of such Licensed Product (the "Non-Patented Countries"), and
        subject to permissible credits pursuant to Section 3.2 above, the
        applicable royalty on Net Sales of Licensed Product in the Non-Patented
        Countries will be [...***...] of the applicable royalty payable on Net
        Sales of such Licensed Product in the Major Geographies, subject to
        further reduction in the Non-Patented Countries as mutually agreed by
        the Parties in writing in the event of [...***...]. For illustrative
        purposes only, if EPMN or Collaboration Patent Rights covering the
        manufacture, use or sale of a Licensed Product exist in the [...***...]
        but not in [...***...] and GCOR sells the Licensed Product in
        [...***...], [...***...] is a Non-Patented Country and applicable
        royalties payable on Net Sales in [...***...] will be determined
        according to this Section 3.3.

3.4     Minimum Annual Royalty. Following the Date of First Commercial Sale of a
        Licensed Product in a country within the Major Geographies and during
        the Royalty Period, GCOR will pay EPMN a minimum royalty of [...***...]
        per calendar year (the "Minimum Annual Royalty"); provided that actual
        earned royalties paid to EPMN pursuant to Section 3.2 above in a given
        calendar year shall be credited against the Minimum Annual Royalty for
        such calendar year.

3.5     [...***...]

                                   ARTICLE IV
                      PAYMENT AND ACCOUNTING FOR ROYALTIES

4.1     Keeping of Records. Each Party shall keep, and impose on its
        sublicensees to keep, complete and correct records of Net Sales of
        Licensed Products or EPMN Product for a period of three (3) years from
        the making of a royalty payment with respect to such Net Sales under
        this Agreement.

4.2     Payment Term. All royalty payments (other than the Minimum Annual
        Royalty) under this Agreement shall become due and payable [...***...]
        after the last day of the [...***...] in which the corresponding sales
        of Licensed Product or EPMN Product were made. Payment shall be
        accompanied by a report on a country-by-country basis, showing the gross
        receipts from sales of Licensed Product or EPMN Product less the
        deductions permitted in Section 1.27 and the resulting calculation of
        the Net Sales used in the computation of the royalty payments.

        4.2.1 Minimum Annual Royalty. Notwithstanding the above provision
        relating to [...***...] royalty payments, the Minimum Annual Royalty
        payments by GCOR will be due and payable only at the end of each
        calendar year period in which corresponding sales of Licensed Product
        were made. For any calendar year period, if the earned royalties paid to
        EPMN in such period are less than the Minimum Annual Royalty payment set
        forth above in Section 3.4, GCOR will

                                               *CONFIDENTIAL TREATMENT REQUESTED


                                       9.
<PAGE>

        within [...***...] of the end of the relevant calendar year period, pay
        EPMN the difference.

4.3     Currency and Exchange Rate. Payments under this Agreement will be made
        in U.S. Dollars by wire transfer to a bank account to be designated by
        the receiving Party. Net Sales in currency other than U.S. Dollars shall
        be converted into Net Sales in U.S. Dollars on a monthly basis using the
        rate of exchange as quoted by the Wall Street Journal (Eastern Edition)
        on the last business day of the applicable month in which the
        corresponding sales of Licensed Products or EPMN Products were made.

4.4     Audit of Records. Each Party will allow the other to appoint a firm of
        independent certified public accountants to whom the non-appointing
        Party has no reasonable objection. The non-appointing Party shall give
        such accountants access, during ordinary business hours and subject to
        reasonable advance notice, to such records as are necessary to verify
        the accuracy of any royalty payments made or payable under this
        Agreement for a period covering not more than the preceding one (1)
        year. Such access shall be granted no more than once in a calendar year,
        at the requesting Party's expense. The independent certified public
        accountants shall be under a confidentiality obligation to the
        non-appointing Party to disclose to the appointing Party in its report
        only the amount of royalties payable under this Agreement. In the event
        it is determined that the records indicate that the amount of royalties
        payable under this Agreement by the non-appointing Party is more than
        the amount actually paid, the non-appointing Party shall pay such
        difference within [...***...] of such accountant's report (together with
        any interest thereon pursuant to Section 4.5), and if that difference is
        greater than [...***...] of the amounts actually paid, then the costs
        and expenses of said independent certified public accountants shall be
        borne by the non-appointing Party.

4.5     Late Payments. In the event that any payment due hereunder is not made
        when due, the payment shall accrue interest from the date due at the
        rate of [...***...]; provided, however, that in no event shall such rate
        exceed the maximum legal annual interest rate. The payment of such
        interest shall not limit a Party from exercising any other rights it may
        have as a consequence of the lateness of any payment.

4.6     Withholding. Any withholding of taxes levied by tax authorities on the
        payments hereunder shall be borne by the Party receiving the payment and
        deducted by the Party making the payment from the sums otherwise payable
        by it hereunder for payment to the proper tax authorities on behalf of
        the Party receiving the payment. The Party making the payment agrees to
        cooperate with the Party receiving the payment in the event that the
        receiving Party claims exemption from such withholding or seeks credits
        or deductions under any double taxation or similar treaty or agreement
        from time to time in force, such cooperation to consist of providing
        receipts of payment of such withheld tax or other documents reasonably
        available to the Party making the payment.

                                               *CONFIDENTIAL TREATMENT REQUESTED


                                      10.
<PAGE>

                                    ARTICLE V
                               MILESTONE PAYMENTS

5.1     Commercial Milestones for the First Licensed Product. During the Term
        and subject to Section 5.6 below, GCOR will pay EPMN certain milestone
        payments (the "Milestone Payments") for the First Licensed Product
        developed for each Virus within the Licensed Field as detailed below:

        5.1.1 Effective IND. [...***...] after an IND covering the First
        Licensed Product for a Virus has become effective, GCOR shall pay EPMN
        [...***...]; provided that, if there is a clinical hold with respect to
        such IND at the time that such payment becomes due, such payment shall
        instead be due and payable when such clinical hold is lifted.

        5.1.2 Completion of Phase I. Within [...***...] after Successful
        Completion of the first Phase I Clinical Trial for the First Licensed
        Product for a Virus, GCOR shall pay EPMN [...***...];

        5.1.3 Initiation of Pivotal Trial. Upon treatment of the first patient
        in the first Pivotal Trial for the First Licensed Product for a Virus,
        GCOR shall pay EPMN [...***...];

        5.1.4 Completion of Phase III. Within [...***...] after Successful
        Completion of the first Phase III Clinical Trial for the First Licensed
        Product for a Virus, GCOR shall pay EPMN [...***...];

        5.1.5 Submission of BLA. Within [...***...] from the submission of the
        first BLA covering the First Licensed Product for a Virus, GCOR shall
        pay EPMN [...***...];

        5.1.6 Approval. Within [...***...] from written marketing approval of
        the First Licensed Product for a Virus in the geographic market
        designated below by the appropriate regulatory agency, GCOR shall pay
        EPMN the following payments:

            5.1.6.1 For approval to market in the [...***...], GCOR shall pay
            EPMN [...***...];

            5.1.6.2 For approval to market in [...***...] or in the first of any
            of [...***...], GCOR shall pay EPMN [...***...];

            5.1.6.3 For approval to market in [...***...], GCOR shall pay EPMN
            [...***...].

5.2     Commercial Milestones for a Second Licensed Product. Except as set forth
        in Section 5.3 for a Licensed Product useful against the Second HPV
        Indication, during the Term, GCOR will pay EPMN certain additional
        milestone payments (the "Additional Milestone Payments") for any Second
        Licensed Product developed for each Virus within the Licensed Field as
        detailed below:

                                               *CONFIDENTIAL TREATMENT REQUESTED


                                      11.
<PAGE>

        5.2.1 Second Licensed Product requiring new IND. For a Second Licensed
        Product, which requires the filing of a new IND, GCOR shall pay EPMN
        Additional Milestone Payments equal to [...***...] of each of the
        Milestone Payments set forth above in Sections 5.1.1 through 5.1.6 upon
        achievement of the indicated milestone-triggering event. For the
        avoidance of doubt, if the Second Licensed Product does not require the
        filing of a new IND for clinical evaluation, approval or marketing such
        as for example, Second Licensed Products, which are line extensions,
        formulation changes, expanded labeling or the like, GCOR shall pay EPMN
        no Additional Milestone Payments.

5.3     Second HPV Indication Milestones. In the event GCOR or any of its
        sublicensees develops a Licensed Product for treatment or prevention of
        the Second HPV Indication (the "Second HPV Product"), which Second HPV
        Product requires the filing of a new IND, GCOR shall pay EPMN Additional
        Milestone Payments equal to [...***...] of each of the Milestone
        Payments set forth above in Sections 5.1.1 through 5.1.6 upon
        achievement of the indicated milestone-triggering event.

5.4     Discontinued Development. In the event GCOR or any of its sublicensees
        develops a Licensed Product for a Virus as a replacement for the First
        Licensed Product or Second Licensed Product for such Virus after
        development of such First Licensed Product or Second Licensed Product,
        as applicable, has been discontinued, such Licensed Product shall be
        deemed a replacement First Licensed Product (if it replaces a First
        Licensed Product) or replacement Second Licensed Product (if it replaces
        a Second Licensed Product), as applicable; provided that GCOR shall pay
        EPMN only those Milestone Payments for a replacement First Licensed
        Product or Additional Milestone Payments for a replacement Second
        Licensed Product, as applicable, set forth in Sections 5.1.4 through
        5.1.6 upon achievement of the indicated milestone-triggering event.

5.5     Know-How Based Licensed Product Milestones. In the event GCOR or any of
        its sublicensees develops a Licensed Product and no EPMN Patent Rights
        or Collaboration Patent Rights cover the manufacture, use or sale of
        such Licensed Product but EPMN Know-How is used in the development or
        manufacture of such Licensed Product, GCOR shall pay EPMN [...***...] of
        each of the Milestone Payments or Additional Milestone Payments that
        would otherwise be payable under this Article V.

5.6     Location of Occurrence of Milestone Events. If a milestone-triggering
        event under this Article V (other than Section 5.1.6 or any provision
        based upon Section 5.1.6) first occurs (a) in any of the Major
        Geographies, then one hundred percent (100%) of the applicable Milestone
        Payment or Additional Milestone Payment determined in accordance with
        the applicable provision of Article V shall be due and payable in
        connection with the occurrence of such milestone-triggering event, and
        (b) in any country other than any of the Major

                                               *CONFIDENTIAL TREATMENT REQUESTED


                                      12.
<PAGE>

        Geographies, then [...***...] of the applicable Milestone Payment or
        Additional Milestone Payment determined in accordance with the
        applicable provision of Article V shall be due and payable upon the
        occurrence of such milestone-triggering event, and the remaining
        [...***...] of the applicable Milestone Payment or Additional Milestone
        Payment determined in accordance with the applicable provision of
        Article V shall be due and payable upon the occurrence of such
        milestone-triggering event in any of the Major Geographies.

                                   ARTICLE VI
                                DILIGENT EFFORTS

6.1     Diligence. During the Diligence Period GCOR and its sublicensees will
        use commercially reasonable efforts to develop Licensed Products. As
        used herein "commercially reasonable efforts" means, unless the Parties
        agree otherwise, those efforts consistent with the exercise of prudent
        scientific and business judgment, as applied to other products of
        similar scientific and commercial potential. Specifically, the Parties
        agree that GCOR will have used commercially reasonable efforts during
        the Diligence Period if GCOR continues to invest, internally or
        otherwise (including Milestone Payments paid hereunder), a minimum of
        [...***...] as may be reduced pursuant to Section 6.2 hereof
        ("Investment Commitment") for the development of Licensed Products. GCOR
        will provide to EPMN on each [...***...] during the Diligence Period a
        report describing GCOR and its sublicensees' investment in developing
        Licensed Products in sufficient detail for EPMN to determine whether the
        Investment Commitment is being satisfied. [...***...], during the
        Diligence Period, upon request by EPMN, GCOR will provide to EPMN a
        general report on the development status of Licensed Products, including
        for example, information on where a Licensed Product is in research or
        pre-clinical development or whether an IND has been filed and the like.

6.2     IND Filing. In the event GCOR or its sublicensee files an IND at any
        time during the Collaboration Term or the Diligence Period on
        [...***...] or more Licensed Product(s), the Investment Commitment will
        be reduced by [...***...] for each IND filed. Accordingly the Investment
        Commitment will be reduced by [...***...] upon filing of the first IND,
        [...***...] upon filing of a second IND and [...***...] upon filing of a
        third IND filed by GCOR or its sublicensee.

6.3     Remedy. If (i) during the Diligence Period GCOR has failed to maintain
        the relevant Investment Commitment, or otherwise use commercially
        reasonable efforts to develop Licensed Products, or (ii) by the end of
        the Diligence Period, neither GCOR nor any of its sublicensees has filed
        in any of the Major Geographies an IND for at least [...***...] Licensed
        [...***...] in an Affected Program (as defined in Section 6.4 below),
        EPMN shall have the right, subject to Section 6.4, in its sole
        discretion to (a) reduce GCOR's exclusive license in the Affected
        Program to a non-exclusive license, or (b) terminate GCOR's license as
        to the Affected Program, unless, in either case, GCOR provides evidence

                                               *CONFIDENTIAL TREATMENT REQUESTED


                                      13.
<PAGE>

        reasonably satisfactory to EPMN that such failure was beyond its
        control. If GCOR or any of its sublicensees has filed an IND for a
        Licensed Product in an Affected Program in any geography other than one
        of the Major Geographies prior to the end of the Diligence Period, EPMN
        may only exercise the remedy provided under this Section 6.3 with regard
        to the license in the Affected Program outside that geography, and
        within that geography GCOR shall maintain its exclusive license subject
        to the terms and conditions of this Agreement.

6.4     Notice of Lack of Diligence. EPMN shall give GCOR written notice of its
        intention to reduce the license to a non-exclusive license or to
        terminate the license for lack of diligence. Such notice shall include
        an indication by EPMN whether the alleged failure relates to the lack of
        development of a Licensed Product for [...***...] or more of the HPV,
        HCV or HBV programs (the "Affected Program(s)") and the evidence on
        which EPMN bases its opinion. GCOR and its sublicensees shall have
        [...***...] (which period shall be in place of, and not in addition to,
        the period under Section 10.2) to cure the deficiency or to provide
        reasons satisfactory to EPMN for their inability to do so. Should EPMN
        reduce GCOR's exclusive license in an Affected Program to a
        non-exclusive license, GCOR shall have no further obligation under
        Article V of this Agreement and GCOR's royalty obligation upon
        commercialization of a Licensed Product from the Affected Program shall
        be reduced to [...***...] of Net Sales under Section 3.2 (and the
        provisions of Section 3.2.1, 3.2.2 and 3.2.3 shall no longer apply).
        Should EPMN terminate GCOR's exclusive license in an Affected Program,
        the provisions of Section 10.5.2 shall apply.

                                   ARTICLE VII
                         REPRESENTATIONS AND WARRANTIES

7.1     By EPMN. EPMN represents and warrants to GCOR that:

        7.1.1 Corporate Power. As of the Effective Date, EPMN is duly organized
        and validly existing under the laws of Delaware and has full corporate
        power and authority to enter into this Agreement and carry out the
        provisions hereof;

        7.1.2 Due Authorization. As of the Effective Date, EPMN is duly
        authorized to execute and deliver this Agreement and to perform its
        obligations hereunder. The person executing this Agreement on EPMN's
        behalf has been duly authorized to do so by all requisite corporate
        action;

        7.1.3 Binding Agreement. This Agreement is a legal and valid obligation
        binding upon EPMN and enforceable in accordance with its terms. As of
        the Effective Date, the execution, delivery and performance of this
        Agreement by EPMN does not conflict with any agreement, instrument or
        understanding, oral or written, to which it is a party or by which it
        may be bound, nor violate any material law or regulation of any court,
        governmental body or administrative or other agency having jurisdiction
        over it;

                                               *CONFIDENTIAL TREATMENT REQUESTED

                                      14.
<PAGE>

        7.1.4 Technology Ownership. EPMN owns the EPMN Technology (other than
        the Third Party Technology) and has the right to grant to GCOR the
        exclusive license granted under Section 2.1 hereof and that said license
        does not conflict with or violate the terms of any agreement between
        EPMN and any third party;

        7.1.5 Third Party Technology. Appendix B is a true and complete list of
        all Third Party Technology Controlled by EPMN as of the Effective Date
        which is sublicenseable to GCOR in the Licensed Field; EPMN has
        disclosed to GCOR all the terms and conditions relating to EPMN's rights
        in said Third Party Technology; EPMN has the right to grant to GCOR the
        sublicense in said Third Party Technology granted under Section 2.2
        hereof; and said sublicense does not conflict with or violate the terms
        of any agreement between EPMN and any third party;

        7.1.6 Validity. As of the Effective Date, EPMN is aware of no action,
        suit or inquiry or investigation instituted by any federal or state
        governmental agency which questions the validity of this Agreement;

        7.1.7 Proceedings. EPMN has duly informed GCOR of administrative or
        judicial proceedings, if any, contesting the inventorship, ownership,
        validity or enforceability of any element of the EPMN Technology;

        7.1.8 Prior Agreement. EPMN has not, as of the Effective Date, licensed
        the EPMN Technology to any third party in the Licensed Field;

        7.1.9 Disclosure. As of the Effective Date, EPMN has no third party
        agreements which would be violated by the disclosure to GCOR of EPMN
        Know-How;

        7.1.10 Non-Infringement. As of the Effective Date, to EPMN's knowledge,
        the practice of EPMN Technology to develop or commercialize Licensed
        Products does not infringe any Patent Rights of any third party nor has
        EPMN received any notice of any alleged infringement of or conflict with
        Patent Rights of any third party arising from the practice of EPMN
        Technology.

7.2     By GCOR. GCOR represents and warrants to EPMN that:

        7.2.1 Corporate Power. As of the Effective Date, GCOR is duly organized
        and validly existing under the laws of Delaware and has full corporate
        power and authority to enter into this Agreement and carry out the
        provisions hereof;

        7.2.2 Due Authorization. As of the Effective Date, GCOR is duly
        authorized to execute and deliver this Agreement and to perform its
        obligations hereunder. The person executing this Agreement on GCOR's
        behalf has been duly authorized to do so by all requisite corporate
        action;


                                      15.
<PAGE>

        7.2.3 Binding Agreement. This Agreement is a legal and valid obligation
        binding upon GCOR and enforceable in accordance with its terms. As of
        the Effective Date, the execution, delivery and performance of this
        Agreement by GCOR does not conflict with any agreement, instrument or
        understanding, oral or written, to which it is a party or by which it
        may be bound, nor violate any material law or regulation of any court,
        governmental body or administrative or other agency having jurisdiction
        over it;

        7.2.4 Validity. As of the Effective Date, GCOR is aware of no action,
        suit or inquiry or investigation instituted by any federal or state
        governmental agency which questions the validity of this Agreement.

7.3     Disclaimer. NEITHER PARTY GUARANTEES THE SAFETY OR USEFULNESS OF ANY
        PRODUCT. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE
        COLLABORATION AGREEMENT OR THE SECURITIES PURCHASE AGREEMENT, NEITHER
        PARTY MAKES ANY REPRESENTATION OR WARRANTY TO THE OTHER PARTY OF ANY
        NATURE, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY
        OF NONINFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

                                  ARTICLE VIII
                         PATENT PROSECUTION/ENFORCEMENT

8.1     Prosecution of EPMN Patent Rights. Subject to the terms of any Third
        Party License Agreement with respect to the Third Party Technology, EPMN
        will be responsible for filing, prosecuting and maintaining, at its own
        expense, all patents and patent applications included in the EPMN Patent
        Rights. EPMN shall routinely and at least [...***...] provide GCOR with
        information on the status of said EPMN Patent Rights including reports
        on the prosecution and issuance of the EPMN Patent Rights. To the extent
        practicable and subject to the terms of any Third Party License
        Agreement with respect to the Third Party Technology, for so long as
        GCOR maintains an exclusive license under this Agreement, EPMN will
        provide GCOR an opportunity to discuss and will consider in good faith
        GCOR's suggestions regarding major prosecution events with respect to
        the exclusively licensed EPMN Patent Rights. Such major prosecution
        events shall include substantive amendments to claims, response to final
        rejections and notices of allowance, filing decisions in the US as well
        as foreign patent offices, oppositions, revocations, re-examination or
        other substantive prosecution matters with respect to the EPMN Patent
        Rights. In the event that EPMN desires to abandon any patent application
        or patent included within the EPMN Patent Rights, and if GCOR then has
        an exclusive license to the relevant EPMN Patent Rights, EPMN shall
        provide reasonable prior written notice to GCOR of such intention to
        abandon, and at GCOR's request assign or otherwise transfer to GCOR all
        of EPMN's right, title and interest in and to the EPMN Patent Rights


                                               *CONFIDENTIAL TREATMENT REQUESTED


                                      16.
<PAGE>

        designated in such notice and shall execute all documents necessary to
        effect such assignment or transfer.

8.2     Enforcement of EPMN Patent Rights and Collaboration Patent Rights.

        8.2.1 Notice. In the event that either Party becomes aware of any
        alleged or threatened infringement of any EPMN Patent Rights or
        Collaboration Patent Right by any third party, it shall provide the
        other Party with written notice of and evidence establishing such
        infringement. The Parties agree to cooperate in taking commercially
        reasonable legal action to protect the commercial interests of the
        Parties in the applicable EPMN Patent Rights or Collaboration Patent
        Rights against infringement by third parties.

        8.2.2 GCOR Enforcement Within the Licensed Field. In the event that
        either Party provides the other with written notice of and evidence
        establishing infringement of an EPMN Patent Right or Collaboration
        Patent Right by a third party with a product made, used or sold in the
        Licensed Field, the Parties shall promptly meet and agree on the
        necessary action to abate such infringement. Principally, for infringing
        conduct within the Licensed Field if GCOR then has an exclusive license
        as to the allegedly infringed Patent Rights under this Agreement, GCOR
        shall take the lead role and absent agreement to the contrary shall have
        the first right to take any necessary action against such infringement
        or alleged infringement. In no event will either Party take action to
        enforce a Joint Collaboration Patent without the consent of the other
        Party. If GCOR elects to take action against such infringement alone or
        if the Parties agree to take such action together, both Parties shall
        render all reasonable assistance to the enforcing party in connection
        therewith including being named as a party, if necessary. In such an
        event, each party shall have the right to be represented in that action
        by counsel of its own choice and at its expense. If GCOR fails to bring
        an action or proceeding with respect to any infringement of EPMN Patent
        Rights or Sole Collaboration Patent Rights under this Section 8.2.2
        within (i) [...***...] following the notice of alleged infringement or
        (ii) [...***...] before the time limit, if any, set forth in the
        appropriate laws and regulations for the filing of such actions,
        whichever comes first, EPMN shall have the right to take any action
        necessary against such infringement or alleged infringement. In such
        event, GCOR shall have the right to be represented by counsel of its own
        choice and at its expense. In no event shall either Party settle or
        abate such infringement pursuant to this Section 8.2.2 in a manner that
        would diminish the rights or interests of the other Party or obligate
        the other Party to make any payment or take any action without written
        approval of such other Party. Except as otherwise agreed to by the
        Parties as part of a cost-sharing arrangement, any recovery realized as
        a result of such action involving any EPMN Patent Rights or
        Collaboration Patent Rights under this Section 8.2.2, after
        reimbursement of any litigation expenses of the Parties, shall
        [...***...]. With respect to any recovery received by GCOR, to the
        extent compensatory damages are awarded based on

                                               *CONFIDENTIAL TREATMENT REQUESTED


                                      17.
<PAGE>

        lost sales, such lost sales damages (unless otherwise shared with EPMN)
        shall be treated as Net Sales for purposes of the royalty provisions of
        this Agreement.

        8.2.3 Enforcement by EPMN. In the event that either Party provides the
        other with written notice of infringement of an EPMN Patent Right or
        Sole Collaboration Patent Rights (a) by a third party with a product
        made, used or sold outside the Licensed Field, or (b) by a third party
        with a product made, used or sold in the Licensed Field if GCOR's
        exclusive license as to the allegedly infringed Patent Rights has been
        reduced to a non-exclusive license pursuant to Section 6.3, EPMN shall
        have the sole right, at its sole discretion, to take any necessary
        action against such infringement or alleged infringement. EPMN will keep
        GCOR informed of the status of any action arising from such infringement
        and to the extent permissible allow GCOR to be a party in such
        proceeding, represented by its own counsel at its own cost. Any recovery
        realized as a result of such action involving any EPMN Patent Rights or
        Sole Collaboration Patent Rights under this Section 8.2.3, after
        reimbursement of any litigation expenses of the Parties, shall
        [...***...]. In no event may EPMN settle or abate such infringement
        under EPMN Patent Rights or Sole Collaboration Patent Rights outside the
        Licensed Field in a manner which would diminish the rights or interests
        of GCOR within the Licensed Field, except with GCOR's written consent,
        which shall not be unreasonably withheld.

        8.2.4 Joint Collaboration Patent Rights. In no event will either Party
        take action to enforce a Joint Collaboration Patent without the written
        consent of the other Party.

8.3     Defense of Third Party Infringement Claim. Each Party shall promptly
        notify the other Party of any suit, claim or demand based on actual or
        alleged infringement of a third party Patent Right through the making,
        having made, using, selling, offering for sale or importing of Licensed
        Products by GCOR or its sublicensees. GCOR shall have the first right to
        defend such suit at its own cost, and EPMN shall have the right to be
        represented in that action by counsel of its own choice and at EPMN's
        expense. In the event such suit, claim or demand is determined to arise
        from a material breach of any EPMN representation and warranty, EPMN
        shall indemnify GCOR pursuant to Article XII. EPMN will provide
        reasonable and necessary assistance in any defense undertaken by GCOR,
        at GCOR's expense. The Parties shall keep one another informed of the
        status of any of their respective activities regarding any litigation
        concerning the foregoing. Neither Party shall have the right to settle
        any patent infringement action under this Section 8.3 in a manner that
        would diminish the rights or interests of the other Party or obligate
        the other Party to make any payment or take any action without written
        approval of such other Party.

8.4     Royalty Payments During any Third Party Infringement Claims. During the
        pendency of any suit, claim or demand alleging infringement of a third
        party Patent Right through the making, having made, using, selling,
        offering for sale or

                                               *CONFIDENTIAL TREATMENT REQUESTED


                                      18.
<PAGE>

        importing of Licensed Product by GCOR or its sublicensees, if GCOR and
        its sublicensees are required to cease making, having made, using,
        selling, offering for sale or importing of Licensed Product and provided
        that such suit, claim or demand is not attributable to the practice of
        Patent Rights or Know-How other than the EPMN Patent Rights and EPMN
        Know-How, GCOR's royalty payments due under this Agreement for sale of
        the relevant Licensed Product shall be stayed until sales resume (if at
        all). If GCOR and its sublicensees are not required to cease the making,
        having made, using, selling, offering for sale or importing of Licensed
        Product during the pendency of any such suit, claim or demand, GCOR
        shall pay applicable royalty payments on Net Sales of Licensed Product
        to EPMN in accordance with the terms of this Agreement. In the event a
        final unappealable judgment with respect to such suit, claim or demand
        requires GCOR or its sublicensees to pay to any third party damages
        based on sales of Licensed Products on which royalty payments were made
        to EPMN pursuant to the preceding sentence, then EPMN shall return to
        GCOR the amount of such royalty payments made that were based on such
        sales of Licensed Products, together with interest thereon in accordance
        with Section 4.5.

                                   ARTICLE IX
                                  COLLABORATION

9.1     Collaboration Agreement. Concurrently herewith, the Parties have
        concluded a Collaboration Agreement including the Work Plan detailing
        the efforts to be undertaken pursuant to the Collaboration Agreement.
        All Collaboration Patent Rights shall be licensed in accordance with the
        terms of this Agreement.

                                    ARTICLE X
                              TERM AND TERMINATION

10.1    Term. This Agreement shall become effective on the Effective Date and
        shall expire at the end of the last Royalty Period for any Licensed
        Product, unless earlier terminated under Section 10.2, 10.3 or 10.4 (the
        "Term"); provided that the licenses granted under Section 2.3 and the
        royalty provisions of Section 3.5 and any other provisions to the extent
        that they pertain to such licenses or royalty provisions shall become
        effective on the Effective Date and shall expire upon expiration of the
        last to expire of the Joint Collaboration Patent Rights, unless earlier
        terminated under Section 10.2, 10.3 or 10.4.

10.2    Termination Due to Material Breach. If a Party to this Agreement commits
        a material breach of any provision of this Agreement (including but not
        limited to payment due under Article III or V, diligence under Article
        VI, warranties under Article VII, Patent Prosecution, Enforcement or
        Defense under Article VIII or Confidentiality under Article XI) and
        fails to remedy such breach within [...***...] with respect to breach of
        any payment obligation) after written notice thereof from the other
        Party stating the intent to terminate, the Party not in default may, at
        its option, terminate this Agreement by giving written notice to the
        Party in default.

                                               *CONFIDENTIAL TREATMENT REQUESTED


                                      19.
<PAGE>

10.3    Termination due to Bankruptcy. In the event that a Party becomes subject
        to bankruptcy, insolvency, liquidation or similar proceedings, the other
        Party shall be entitled to terminate this Agreement upon written notice
        to such Party.

10.4    Termination by Licensee. Either Party may terminate this Agreement with
        respect to the licenses granted hereunder to such Party at any time
        after the expiration or termination of the Collaboration Term upon
        [...***...] prior written notice to the other Party.

10.5    Effect of Termination; Survival of Provisions.

        10.5.1 Termination by EPMN. Upon termination of this Agreement by EPMN
        pursuant to Section 10.2 or 10.3 or termination by GCOR pursuant to
        Section 10.4: (i) all rights under the licenses granted by EPMN to GCOR
        hereunder shall automatically terminate and revert to EPMN except that
        GCOR shall have the right to sell off any existing inventory of Licensed
        Product subject to its obligations to pay applicable royalties as
        provided in Article III; (ii) any permitted sublicenses granted
        hereunder by GCOR shall remain in effect, but shall be assigned to EPMN;
        (iii) the licenses granted by GCOR to EPMN hereunder shall remain in
        effect in accordance with their terms, subject to compliance by EPMN
        with all applicable provisions of this Agreement; and (iv) GCOR shall,
        upon request by EPMN, deliver to EPMN any and all confidential
        information of EPMN then in its possession.

        10.5.2 Termination as to Affected Program. Upon termination of this
        Agreement by EPMN as to one (1) or more Affected Program in any
        geographies pursuant to Section 6.3(b): (i) all rights under the
        licenses granted by EPMN to GCOR hereunder as to the Affected Program(s)
        in such geographies shall automatically terminate and revert to EPMN;
        (ii) any permitted sublicenses granted hereunder by GCOR in the Affected
        Program(s) in such geographies shall remain in effect, but shall be
        assigned to EPMN; (iii) the licenses granted by EPMN to GCOR hereunder
        other than those described in Section 10.5.2(i) shall remain in effect
        in accordance with their terms, subject to compliance by GCOR with all
        applicable provisions of this Agreement; (iv) the licenses granted by
        GCOR to EPMN hereunder shall remain in effect in accordance with their
        terms, subject to compliance by EPMN with all applicable provisions of
        this Agreement; and (v) GCOR shall, upon request by EPMN, deliver to
        EPMN any and all confidential information of EPMN with respect to the
        Affected Program(s) then in its possession, except to the extent needed
        in connection with any licenses remaining in effect as described in
        Section 10.5.2(iii).

        10.5.3 Termination by GCOR. Upon termination of this Agreement by GCOR
        pursuant to Section 10.2 or 10.3 or termination by EPMN pursuant to
        Section 10.4: (i) all rights under the licenses granted by GCOR to EPMN
        hereunder shall automatically terminate and revert to GCOR; (ii) any
        permitted

                                               *CONFIDENTIAL TREATMENT REQUESTED


                                      20.
<PAGE>

        sublicenses granted hereunder by EPMN shall remain in effect, but shall
        be assigned to GCOR; (iii) the licenses granted by EPMN to GCOR
        hereunder shall remain in effect in accordance with their terms, subject
        to compliance by GCOR with all applicable provisions of this Agreement;
        and (iv) EPMN shall upon request by GCOR, deliver to GCOR any and all
        confidential information of GCOR then in its possession.

        10.5.4 Survival. Expiration or termination of this Agreement shall not
        terminate any obligation of either Party to the other Party, including
        any payment obligation, that has accrued prior to the date of expiration
        or termination. The provisions contained in Sections 4.1, 4.4, 7.3,
        10.5, 11.1 and 11.2 and Articles I, XII and XIII of this Agreement shall
        survive its expiration or earlier termination.

        10.5.5 Remedies. In the event of any breach of any provision of this
        Agreement, in addition to the termination rights set forth herein, each
        Party shall have all other rights and remedies at law or equity to
        enforce this Agreement.

                                   ARTICLE XI
                                 CONFIDENTIALITY

11.1    Confidentiality Obligation. In consideration of disclosure by either
        Party (the "disclosing Party") to the other (the "Recipient") of
        confidential information in written or oral form or in the form of
        samples, the Recipient and the Recipient's Affiliates undertake for a
        period of [...***...] from the end of the Term to treat received
        confidential information as confidential and therefore not to disclose
        it to any third party except as permitted hereunder and to use such
        confidential information only for the purposes of this Agreement. Each
        Recipient will use at least the same standard of care as it uses to
        protect proprietary or confidential information of its own to ensure
        that its employees, agents, consultants and other representatives do not
        disclose or make any unauthorized use of the confidential information of
        the disclosing Party. Each Recipient will promptly notify the other upon
        discovery of any unauthorized disclosure of the confidential information
        of the disclosing Party. This obligation does not apply to:

           (a) information which, at the time of disclosure, is already in the
               public domain;

           (b) information which, after disclosure, becomes a part of the public
               domain by publication through no violation of this Agreement;

           (c) information which the Recipient is able to prove by competent
               written evidence to have been in possession of prior to any
               disclosure;

           (d) information which is hereafter lawfully disclosed to the
               Recipient by a third party, which third party did not acquire the
               information under a still effective obligation of confidentiality
               to the disclosing Party;

                                               *CONFIDENTIAL TREATMENT REQUESTED


                                      21.
<PAGE>

           (e) information the Recipient is able to prove by competent written
               evidence to have been is independently developed by or for the
               Recipient without use of the confidential information of the
               disclosing Party; and

           (f) information disclosed upon approval of the disclosing Party.

11.2    Authorized Disclosures. Confidential information of the disclosing Party
        may be disclosed to employees, agents, consultants or sublicensees of
        the Recipient or its Affiliates, but only to the extent required to
        accomplish the purposes of this Agreement and only if the Recipient's
        and its Affiliates' employees, agents, consultants and sublicensees to
        whom disclosure is to be made are bound by confidentiality obligations
        at least as stringent as those herein. Notwithstanding any other
        provision of this Agreement, disclosure of confidential information
        shall not be precluded if such disclosure: (a) is in response to a valid
        order of a court or other governmental body of the United States or any
        political subdivision thereof; or (b) is required by law or regulation;
        provided, however, that the Recipient shall first have given reasonable
        prior notice to the disclosing Party and shall have made a reasonable
        effort to obtain a protective order, or to cooperate with the disclosing
        Party's efforts, as applicable, to obtain a protective order limiting
        the extent of such disclosure and requiring that the confidential
        information so disclosed be used only for the purposes for which such
        order was issued or as required by such law or regulation. The Parties
        will consult with each other on the provisions of this Agreement to be
        redacted in any filings made by the parties with the Securities and
        Exchange Commission or as otherwise required by law.

11.3    Press Release. Neither Party shall issue any press release or other
        public statement concerning the existence or terms of this Agreement or
        any activities related hereto without consulting and agreeing with the
        other Party. However, each Party may disclose the existence of this
        Agreement without the other Party's approval if such approval has been
        requested but not received within forty-eight (48) hours and such party
        concludes, after consulting with its legal advisors, that it is required
        by law or regulatory or listing agency to disclose the transaction or
        part thereof. In addition, following the initial joint press release
        announcing this Agreement, either Party shall be free to disclose,
        without the other Party's prior written consent, the existence of this
        Agreement, the identity of the other Party and those terms of the
        Agreement which have already been publicly disclosed in accordance
        herewith.

                                   ARTICLE XII
                                 INDEMNIFICATION

12.1    By EPMN. EPMN shall defend, indemnify and hold GCOR and its Affiliates
        and their respective officers, directors, employees, agents or
        representatives (the


                                      22.
<PAGE>

        "GCOR Indemnitees") harmless against any liability, damage, loss, cost
        or expense, including legal fees (collectively, "Liability"), incurred
        by any GCOR Indemnitee arising out of our resulting from: (i) EPMN's
        breach of a material term of this Agreement, including any material
        breach of any representation or warranty of EPMN set forth in Section
        7.1; and (ii) any third party claims or suits made or brought against
        any GCOR Indemnitee to the extent such Liability arises out of or
        relates to EPMN's research and development of the Licensed Product or
        EPMN's use of the EPMN Technology or the Collaboration Patent Rights,
        except to the extent such Liability results from the negligence or
        willful misconduct of GCOR.

12.2    By GCOR. GCOR shall defend, indemnify and hold EPMN and its Affiliates
        and their respective officers, directors, employees, agents or
        representatives (the "EPMN Indemnitees") harmless against any Liability
        incurred by any EPMN Indemnitee arising out of or resulting from: (i)
        GCOR's breach of a material term of this Agreement, including any
        material breach of a representation or warranty of GCOR set forth in
        Section 7.2; and (ii) any third party claims or suits made or brought
        against any EPMN Indemnitee to the extent such Liability arises out of
        or relates to GCOR's research, development, manufacture, use or sale of
        the Licensed Product or GCOR's use of the EPMN Technology or
        Collaboration Patent Rights, except to the extent such Liability results
        from the negligence or willful misconduct of EPMN.

12.3    Notice and Cooperation. If either Party hereunder receives notice of any
        claim or of the commencement of any action, administrative or legal
        proceeding, or investigation as to which the indemnity provided for in
        Section 12.1 or 12.2 hereof may apply:

        12.3.1 The party seeking indemnification shall notify the indemnifying
        party of such fact within fourteen (14) days at the address noted in
        Section 13.7; provided that the failure to so notify shall not release
        an indemnifying party of its obligation hereunder unless such failure
        shall be materially detrimental to the defense of any such action,
        proceeding or investigation; and

        12.3.2 The party seeking indemnification shall cooperate with and assist
        the indemnifying party and its representatives in the investigation and
        defense of any claim and/or suit for which indemnification is provided.

12.4    Defense and Settlement. The indemnifying party shall control the defense
        of any claim and/or suit for which indemnification is provided under
        this Article XII. This agreement of indemnity shall not be valid as to
        any settlement of a claim or suit or offer of settlement or compromise
        without the prior written approval of the indemnifying party.

12.5    Limitation of Liability. EXCEPT FOR AMOUNTS PAYABLE UNDER ARTICLES III,
        V and VIII AND LIABILITY FOR BREACH OF ARTICLE XI,


                                      23.
<PAGE>

        NEITHER PARTY SHALL BE ENTITLED TO RECOVER FROM THE OTHER PARTY ANY
        SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES IN CONNECTION
        WITH THIS AGREEMENT OR ANY LICENSE GRANTED HEREUNDER.

                                  ARTICLE XIII
                                  MISCELLANEOUS

13.1    Force Majeure. Each of the Parties hereto shall be excused from the
        performance of its obligations hereunder (other than payment
        obligations) and shall not be liable for damages to the other in the
        event that such performance is prevented by circumstances beyond its
        effective control. Such excuse from performance shall continue for as
        long as the condition responsible for such excuse continues and for a
        period of thirty (30) days thereafter, provided that if such excuse
        continues for a period of one hundred and eighty (180) days, the Party
        whose performance is not being prevented shall be entitled to terminate
        this Agreement. For the purpose of this Agreement circumstances beyond
        the effective control of the Party which excuse said Party from
        performance shall include, without limitation, acts of God, enactments,
        regulations or laws of any government, injunctions or judgment of any
        court, war, civil commotion, destruction of facility or materials by
        fire, earthquake, storm or other casualty, plague of epic proportions,
        famine, labor disturbances and failure of public utilities or common
        carrier.

13.2    Independent Contractors. Nothing in this Agreement is intended or shall
        be deemed to constitute a partnership, agency, employment or joint
        venture relationship between the Parties. All activities by the Parties
        hereunder shall be performed by the Parties as independent parties.
        Neither Party shall incur any debts or make any commitment for or on
        behalf of the other Party except to the extent, if at all, specifically
        provided herein or subsequently agreed upon.

13.3    Assignment. This Agreement shall not be assignable by either Party
        without the prior written consent of the other Party, such consent not
        to be unreasonably withheld or delayed, except a Party may make such an
        assignment without the other Party's consent to Affiliates or to a
        successor to substantially all of the business assets relating to the
        Licensed Field of such Party, whether by merger, sale of stock, sale or
        transfer of assets or other transaction; provided, however, that in the
        event of such transaction, no intellectual property rights of any
        Affiliate or third party that is an acquiring party shall be included in
        the technology licensed hereunder. This Agreement shall be binding upon
        and inure to the benefit of the Parties' successors, legal
        representatives and assigns.

13.4    Amendments of Agreement. This Agreement may be amended or modified or
        one or more provisions hereof waived only by a written instrument signed
        by both Parties.


                                      24.
<PAGE>

13.5    Severability. In the event that any one or more of the provisions of
        this Agreement should for any reason be held by any court or authority
        having jurisdiction over this Agreement and the Parties to be invalid,
        illegal or unenforceable, such provisions shall be deleted in such
        jurisdiction; elsewhere this Agreement shall not be affected.

13.6    Article Headings. The section headings contained in this Agreement are
        for convenience only and are to be of no force or effect in construing
        and interpreting this Agreement.

13.7    Notices. Any notice, report, request, approval, payment, consent or
        other communication required or permitted to be given under this
        Agreement shall be in writing and shall for all purposes be deemed to be
        fully given and received, if delivered in person or sent by registered
        mail, postage prepaid or by facsimile transmission to the respective
        parties at the following addresses:

                      If to EPMN:           EPIMMUNE INC.
                                            5820 Nancy Ridge Drive
                                            San Diego, CA  92121
                                            Attention:  Chief Executive Officer
                                            Fax No.:  858-860-2600

                      If to GCOR:           GENENCOR INTERNATIONAL, INC.
                                            925 Page Mill Road
                                            Palo Alto, CA  94304
                                            Attention:  General Counsel
                                            Fax No.:  650-845-6507

        Either party may change its address for the purpose of this Agreement by
        giving the other Party written notice of its new address.

13.8    Non-Waiver For Failure To Enforce Compliance. The express or implied
        waiver by either Party of a breach of any provision of this Agreement
        shall not constitute a continuing waiver of other breaches of the same
        or other provisions of this Agreement.

13.9    Applicable Law. This Agreement shall be construed and interpreted in
        accordance with the laws of the State of California without regard to
        conflict of law provisions.

13.10   Counterparts. This Agreement may be executed in one or more
        counterparts, each of which is an original but all of which, taken
        together, shall constitute one and the same instrument.


                                      25.
<PAGE>
        IN WITNESS WHEREOF, this License Agreement has been entered into on the
Effective Date signed by the Parties.

                                            GENENCOR INTERNATIONAL, INC.

                                            By: /s/ Debby Jo Blank
                                                ------------------------
                                            Name: Debby Jo Blank
                                                ------------------------
                                            Title: CBO
                                                  ----------------------

                                            EPIMMUNE INC.

                                            By: /s/ Robert J. De Vaere
                                                ------------------------
                                                Robert J. De Vaere
                                                Vice President Finance, and
                                                Chief Financial Officer




















                       SIGNATURE PAGE TO LICENSE AGREEMENT


<PAGE>
                                   APPENDIX A
                          COMBINATION PRODUCT EXAMPLES

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                                               *CONFIDENTIAL TREATMENT REQUESTED

<PAGE>
                                   APPENDIX B

                             THIRD PARTY TECHNOLOGY

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                                               *CONFIDENTIAL TREATMENT REQUESTED

<PAGE>
                                   APPENDIX C

                           SAMPLE ROYALTY CALCULATION

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                                               *CONFIDENTIAL TREATMENT REQUESTED