Exhibit 10.1


EXCLUSIVE LICENSE
AGREEMENT


This Exclusive License
Agreement (“Agreement”) is entered into by and between VALENTIS, INC. (“Licensor”),
a Delaware corporation having a principal place of business at 533 Airport
Blvd., Suite 400, Burlingame, California, and ACACIA PATENT ACQUISITION
CORPORATION (“APAC”), a Delaware corporation having a principal place of
business at 500 Newport Center Drive, Suite 700, Newport Beach, CA 92660
(collectively referred to herein as the “Parties” and individually, a “Party”).
The effective date of this Agreement shall be the date on which the last Party
executes this Agreement below (the “Effective Date”).


BACKGROUND


Whereas, Licensor is the
sole and exclusive owner of (i) U.S. Patent No(s). 6011148 and 7026468; (ii) U.S.
Patent Application No(s). 09/121,798 11/327,987 and 10/527,618; and (iii) all
related patent applications, corresponding foreign patents and foreign patent
applications, and all continuations, continuations in part, divisions,
extensions, renewals, reissues and re-examinations of the U.S. Patents and U.S.
Patent Applications relating to all inventions thereof, which are collectively
referred to as the “Patents” (the “Patents”); and


Whereas, Licensor is
willing to grant worldwide exclusive license rights in the Patents to APAC and
APAC in turn, desires to license and enforce the Patents and to provide
Licensor a certain percentage of the net proceeds arising from such licensing
and enforcement as provided herein.


NOW,
THEREFORE, in consideration of the promises and mutual
covenants contained herein and for other good and valuable consideration,
Licensor and APAC agree as follows:


1.                         GRANT


1.1.                Subject
to the terms and conditions of this Agreement, Licensor grants to APAC the
worldwide, exclusive right and license under the Patents to make, have made,
use, import, offer to sell or sell products or services covered by the Patents,
including the exclusive right to grant sublicenses (“Sublicense”), to sue for
and collect past, present and future damages and to seek and obtain injunctive
or any other relief for infringement of the Patents. Notwithstanding anything
to the contrary, the grant to APAC of the exclusive right and license under the
Patents herein shall be exclusive, even as to Licensor, with respect to any and
all Exclusive Parties (as defined below) and APAC shall have the sole and
exclusive right under the Patents to deal with one or more Exclusive Parties in
any and all matters relating to the Patents, including without limitation any
and all direct and indirect offers for sale and sales of products and services,
in whole or in part, covered by the Patents to such Exclusive Parties. The term
“Exclusive Party” shall mean: (a) a declaratory judgment plaintiff or an  infringement defendant under any of the
Patents; or (b) a party with which APAC has initiated or undertaken licensing
communications, discussions and/or negotiations or otherwise asserted any of
the Patents against, provided that an Exclusive Party shall be deemed to
include any and all of its affiliates. Licensor expressly retains no rights in
or to the Patents, including without limitation, the right to sue for
infringement of the Patents prior to any termination of this Agreement and
specifically grants APAC all such rights prior to any termination. The
exclusive right and license granted











herein shall exist for the life of the Patents, or as
otherwise provided in Section 6 below.


1.2.                Notwithstanding
anything herein to the contrary, this Agreement shall terminate immediately,
without further notice, if APAC files a claim asserting in any way that any of
the Patents or any portion thereof is invalid or unenforceable where the filing
is by APAC or a third party on behalf of APAC.


1.3.                Upon
request by Licensor, APAC shall keep Licensor reasonably informed as to the
status of APAC’s licensing efforts and provide a copy of each Sublicense to
Licensor.


1.4.                Notwithstanding
anything herein to the contrary, subject to Licensor’s marking of each of its
products in a conspicuous manner so as to identify each of the applicable
Patents embodied in such Product (e.g., U.S. Patent No. 6011148), APAC hereby
grants to Licensor a limited, non-exclusive, non-transferable, royalty-free,
perpetual, irrevocable, personal right and license under the Patents to make,
have made, use, import, offer to sell or sell products or services of Licensor
(the “License”). Upon prior written approval by APAC, such approval not to be
unreasonably withheld or delayed, Licensor may grant to Licensor’s wholly owned
subsidiaries a limited, non-exclusive, non-transferable, royalty-free,
perpetual, personal right and license under the Patents to make, use, import,
offer to sell or sell products or services of the subsidiary provided (i) the
subsidiary marks of each of its products in a conspicuous manner so as to
identify each of the applicable Patents embodied in such product or service;
(ii) the subsidiary is not an Exclusive Party; and (iii) the subsidiary agrees
to be bound by the applicable terms of this Agreement in writing.


1.5.                APAC
acknowledges that Licensor is a party to an Agreement and Plan of Merger
pursuant to which Urigen N.A., Inc. (“Urigen”) shall become a subsidiary of
Licensor. Upon completion of the merger, Licensor may grant to Urigen, N.A. a
limited, non-exclusive, non-transferable, royalty-free, perpetual, personal
right and license under the Patents to make, use, import, offer to sell or sell
products or services of Urigen provided Urigen (i) marks of each of its
products in a conspicuous manner so as to identify each of the applicable
Patents embodied in such product or service; and (ii) agrees to be bound by the
applicable terms of this Agreement in writing.


1.6.                Other
than as expressly set forth in Section 1.4 and 1.5 above, Licensor expressly
retains no rights in or to the Patents, including without limitation no rights
to sue for and collect past, present and future damages and to seek and obtain
injunctive or any other relief for infringement of the Patents, and no other
rights or licenses under the Patents are granted or implied.


2.                         ROYALTIES
AND OTHER PAYMENTS


2.1.                APAC
shall pay Licensor a continuing royalty equal to fifty percent (50%) of the Net
Proceeds, as defined below. For purposes hereof, the following terms shall have
the following meanings:


“Net Proceeds” shall mean Total Recoveries less
the APAC Costs.



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“Total Recoveries” shall mean all amounts and
other consideration actually received by APAC from its exercise of the rights
granted in the Patents hereby, including but not limited to the licensing and enforcement
of the Patents including all licensing proceeds and recoveries from any
lawsuits or settlements. Any non-monetary consideration received by APAC in
connection with the foregoing, including but not limited to the licensing or
enforcement of the Patents, shall be valued at fair market value.


“APAC Costs” shall mean all out of pocket costs
and expenses incurred with and actually paid to third parties in connection
with prosecuting, licensing, enforcing or defending the Patents, including
without limitation (A) outside attorneys’ and paralegal fees (whether on an
hourly or contingent basis and whether for general or local counsel), costs and
disbursements; (B) the fees and costs of consultants, experts or technical
advisors (other than principals no employees of APAC or its affiliates); (C)
travel and lodging expenses; (D) duplicating, secretarial, stenographer,
postage, courier and similar expenses; (E) filing fees and other Patent Office
fees or costs; (F) court costs; (G) legal and other costs related to any
re-examination or reissue proceeding; (H) legal and other costs incurred in
defending any action or counterclaim in respect of the Patents; and (I) legal
and other costs in prosecuting or processing any U.S. or foreign application,
including without limitation, any continuing application or continuation in
part application (collectively, the “APAC Costs”).


2.2.                Total
Recoveries shall be applied in the following order of priority: first to APAC
in an amount equal to the APAC Costs, then to APAC and Licensor in proportion
to their respective shares of the Net Proceeds. All Taxes (as defined below)
shall be the financial responsibility of the Party obligated to pay such Taxes
as determined by the applicable law and neither Party is or shall be liable at
any time for any of the other Party’s Taxes incurred in connection with or
related to amounts paid under this Agreement. The term “Taxes” shall mean any
foreign, federal, state, local, municipal or other governmental taxes, duties,
levies, fees, excises or tariffs, arising as a result of or in connection with
any amounts paid under this Agreement, including without limitation: (i) any
state or local sales or use taxes; (ii) any import, value added or consumption
tax; (iii) any business transfer tax; (iv) any taxes imposed or based on or
with respect to or measured by any net or gross income or receipts of either
Party; (v) any franchise taxes, taxes on doing business, gross receipts taxes
or capital stock taxes; or (vi) any other tax now or hereafter imposed by any
governmental or taxing authority on any aspect of this Agreement and the
obligations hereunder. If Taxes are required to be withheld on any amounts
otherwise to be paid by one Party to the other, the paying Party shall deduct
and set off such Taxes from the amount otherwise due and owed to the receiving
Party and pay them to the appropriate taxing authority. Each Party agrees to
indemnify, defend and hold the other Party harmless from any Taxes or claims,
causes of action, costs, expenses, reasonable attorneys’ fees, penalties,
assessments and any other liabilities of any nature whatsoever related to such
Taxes to the extent such Taxes relate to amounts paid under this Agreement.


2.3.                All
amounts payable to Licensor shall be due within thirty (30) days after the end
of each calendar quarter with respect to Net Proceeds, if any, in such quarter.
APAC will provide Licensor with a written report of Net Proceeds, Total
Recoveries and



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APAC Costs for each calendar quarter hereunder whether
or not Net Proceeds are due to Licensor. Such written report shall detail the
components and calculations of Net Proceeds, Total Recoveries and APAC Costs.
Licensor shall have the right to audit such reports and APAC’s calculations of
each of Net Proceeds, Total Recoveries and/or APAC Costs in accordance with
Section 4.2 below. All other payments from one Party to the other hereunder
shall be due and payable within thirty (30) days following receipt of the
applicable invoice. All amounts paid to Licensor shall be paid in U.S. funds.
As applicable, any conversion to Net Proceeds to U.S. funds shall be in
accordance with the exchange rate established by the Bank of America in San
Francisco, California on the last day of the calendar quarter for Net Proceeds
accrued in such calendar quarter.


2.4.                Licensor
will be available from time to time to consult with APAC or its attorneys on
matters relating to the Patents. In the event that the testimony of any
employee, director, officer, consultant or agent of Licensor is taken in any
action relating to the Patents, APAC’s attorneys will represent such party
without additional charge, and Licensor and such party will cooperate with APAC
and its attorneys reasonable requests in preparing for such testimony. Licensor
will grant reasonable access to APAC and allow APAC to make copies, at its
expense, of all files in Licensor’s possession or control relating to the
Patents, including access to such documents as
may be necessary to conduct enforcement and licensing efforts. APAC
will pay for Licensor’s reasonable out of pocket expenses and costs incurred at
the request of APAC and any such expenses and costs will be treated as APAC
Costs.


2.5.                Licensor
acknowledges and agrees that APAC shall undertake and perform a due diligence
investigation of the Patents during the period of up to sixty (60) days
following the Effective Data (the “Investigation Period”). In consideration of
APAC’s due diligence investigation of the Patents, Licensor agrees that, during
the Investigation Period, Licensor shall not discuss, negotiate or pursue with
any  third parties any offers or
proposals with respect to or otherwise relating specifically to any of the
Patents, unless Licensor has informed APAC thereof and APAC provides written
consent thereto. Licensor agrees to cooperate with APAC and to promptly provide
to APAC, at its expense, any reasonably requested information regarding the
Patents, including prompt delivery for receipt by APAC no later than seven (7)
days following the Effective Date of a copy of the complete prosecution history
of each of the Patents (each a “File History”) and copies of all files,
information and documents in Licensor’s possession or control relating to the
Patents. In the event that (1) any of the File Histories or (2) any of the files,
information and documents relating to the Patents are not delivered to APAC
within the seven (7) day period following the Effective Date, the Investigation
Period shall be automatically extended by the greater of the number of days for
which (I) the last of the File Histories or (II) any files, information and
documents relating to the Patents is delayed. Upon completion of the
Investigation Period, APAC shall provide written notice to Licensor of its
conclusion regarding the investigation of the Patents. The Investigation Period
will commence on the Effective Date and conclude on the earlier of: (a) sixty
(60) calendar days following, but not including, the Effective Date, subject to
the extensions set forth in this Section 2.5; or (b) such earlier time within
the Investigation Period as  APAC
transmits written notice to Licensor of its conclusion regarding the
investigation of the Patents. If APAC determines, in its sole and



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absolute discretion, that the Patents are satisfactory
and transmits written notice to Licensor that the Patents are satisfactory (the
“Satisfactory Completion”), then this Agreement shall continue with full force
and effect following such Satisfactory Completion of the Investigation Period.
Otherwise, if APAC determines, in its sole and absolute discretion, that the
Patents are not satisfactory, then (i) neither Party shall have any payment
obligations or liability to the other Party hereunder, except for the
confidentiality obligation’s under Section 9.1; and (ii) this Agreement shall
automatically terminate upon completion of the Investigation Period and APAC
shall promptly return to Licensor the File Histories and all other confidential
information of Licensor in APAC’s possession or control. Notwithstanding
anything herein to the contrary, APAC shall not exercise its license rights in
the Patents until after Satisfactory Completion.


3.                         REPRESENTATIONS
AND WARRANTIES


3.1.                Licensor
represents and warrants to APAC that, to Licensor’s actual knowledge, as of the
Effective Date hereof:


3.1.1.             Licensor is the sole
owner of the Patents and has all right, title, claims, interest and privileges
arising from such ownership, free and clear of any liens, security interests,
encumbrances, rights or restrictions;


3.1.2.             Licensor has fully
disclosed to the U.S. Patent Office the identity of all inventors of the
inventions described in the Patents as required by U.S. law;


3.1.3.             the Patents and the
inventions described in the Patents are (A) not the product or subject of any
joint development activity or agreement with any third party; (B) not the
subject of any consortia agreement or cross-license; and (C) have not been
financed in whole or in part by any third party;


3.1.4.             the issued Patents
remain in full force and effect as of the Effective Date of this  Agreement;


3.1.5.             except for the
license agreements listed in Exhibit B, Licensor has not assigned,
licensed, granted covenants not to sue, transferred or otherwise conveyed to
any other person or entity any of his rights, title, claims, interest or
privileges with respect to the Patents;


3.1.6.             Exhibit A
includes all related patents, patent applications, foreign counterparts, and
all continuations, continuations in part, divisions, extensions, renewals,
reissues and re-examinations relating to all inventions thereof, which are in
the same respective patent family or families as the Patents;


3.1.7.             all applicable
maintenance fees that have become due prior to the Effective Date with respect
to the Patents have been paid in full;


3.1.8.             the Patents are not
and have not been subject to any action or proceeding concerning their
validity, enforceability, inventorship or ownership;



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3.1.9.             Licensor has no
knowledge of any facts that could reasonably give rise to a claim that the
issued Patents are invalid or unenforceable; and Licensor has not engaged in
any conduct, or omitted to perform any necessary act, the reasonable result of
which would invalidate the issued Patents or preclude their enforceability;


3.1.10.       Licensor has all requisite
legal and corporate power and authority to enter into this Agreement, to
consummate the transactions contemplated hereby, and to carry out and perform
its obligations under the terms of this Agreement; and


3.1.11.       subject to obtaining the
consent of Urigen N.A., Inc., the execution, delivery, performance of and
compliance with this Agreement has not resulted and will not result in any
violation of, or conflict with, or constitute a default under (with or without
notice or lapse of time, or both), or give rise to a right of termination,
cancellation or acceleration of any obligation or loss of any benefit under any
material agreement to which Licensor is a party.


3.1.12.       EXCEPT AS EXPRESSLY SET
FORTH IN THIS SECTION 3.1, LICENSOR MAKES NO WARRANTIES OR REPRESENTATIONS, EXPRESS,
IMPLIED, OR STATUTORY, AS TO ANY MATTER WHATSOEVER (INCLUDING ANY EXPRESS OR
IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR
NON-INFRINGEMENT).


3.2.                APAC
represents and warrants to Licensor that, as of the Effective Date hereof:


3.2.1.             APAC is a corporation
duly organized and in good standing under the laws of Delaware;


3.2.2.             APAC has authority to
enter into this Agreement and implement its terms; and


3.2.3.             the person executing
this Agreement on behalf of APAC is duly authorized to do so.


4.                         RECORDS;
FEES


4.1.                APAC
shall keep complete and proper records of the Total Recoveries and APAC Costs.


4.2.                Licensor
shall have the right, during reasonable business hours no more than once per
calendar year, to audit, at Licensor’s expense (except as provided below), the
correctness of any previously unaudited APAC report or APAC’s calculations of
Net Reserves, Total Recoveries and/or APAC Costs by an independent public
accountant chosen by Licensor who may examine APAC’s records pertinent to this
Agreement. Licensor and his representatives shall hold in confidence any such
information and shall not use the information for any purposes other than
verifying APAC’s reporting or its calculations of Net Proceeds, Total
Recoveries and/or APAC Costs in



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connection with this Agreement. APAC shall pay
Licensor any underpayments of amounts due Licensor hereunder as reflected by
the independent public accountants’ audit promptly but in no event later than
thirty (30) days after completion of the audit. APAC shall pay the fees and
expenses of the independent public accountants (and such fees and expenses
shall not be deemed APAC Costs) if the audit reveals an underpayment of amounts
due Licensor of five percent (5%) or more of the total Net Proceeds due
Licensor for the applicable calendar year being audited.


4.3.                For
so long as this Agreement is in effect, Licensor shall pay all maintenance fees
with respect to the Patents on or before their due dates, at the large entity
rate. In the event Licensor fails to make any maintenance fee payment when due,
APAC may make such payment and such payment shall be considered an APAC Cost.
During the term of the Agreement, APAC shall assume sole control of any and all
activities, matters and proceedings before the United States Patent and
Trademark Office (the “USPTO”) relating to any and all of the Patents,
including without limitation any reissues or reexaminations of any issued
United States patent, the prosecution of any United States patent applications
and the continuing prosecution of any pending United States patent applications
among the Patents and the costs, fees and expenses paid by APAC in connection
therewith shall be treated as APAC Costs. Licensor hereby grants APAC a power
of attorney permitting APAC to assume such sole control of any and all
activities, matters and proceedings before the USPTO and Licensor shall
reasonably cooperate with APAC, including without limitation the execution of
such documents as APAC shall reasonably require, to timely address and
prosecute all such activities, matters and proceedings before the USPTO. At
Licensor’s request from time to time, APAC shall provide Licensor with updates
regarding APAC’s USPTO activities and related filings and communications with
the USPTO and foreign governmental authorities regarding the Patents.


5.                         ENFORCEMENT
OF PATENT RIGHTS


5.1.                Subject
to the terms and conditions of this Agreement, APAC will use its diligent good
faith efforts to pursue licensing and enforcement of the Patents at its expense
in a manner designed to achieve the greatest amount of Net Proceeds over the
life of the Patents. APAC will attempt to negotiate licenses with companies
that APAC believes may be infringing the Patents. At Licensor’s request from
time to time, APAC shall provide Licensor with updates summarizing APAC efforts
to license and enforce the Patents as provided herein. Notwithstanding any of
the foregoing, APAC may at any time elect not to pursue licensing or
enforcement of any of the Patents if APAC determines, in its reasonable and
sole discretion, that any such pursuit would be commercially unreasonable or
otherwise unlawful or illegal. In such event, APAC shall provide prompt written
notice thereof to Licensor.


5.2.                APAC
may, in its sole judgment, decide to institute enforcement actions against
certain or all of the companies that APAC believes are infringing the Patents.
APAC shall have the exclusive right to bring suit to enforce the Patents.
Licensor shall join as a plaintiff at APAC’s request and expense in the event
APAC’s counsel determines that Licensor is a necessary party to the action. In
connection with the foregoing, Licensor hereby grants APAC a power of attorney
allowing APAC to (i) add Licensor as a party to any such action and/or (ii) to
bring an action directly in



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Licensor’s name. In the event that Licensor joins in
any suit, either before or after it is initiated, Licensor shall have the right
to be represented by counsel of his choice, provided that if Licensor chooses
to have representation separate from APAC, Licensor shall be responsible for
paying all his own fees and costs related to such representation and APAC shall
be solely responsible for the fees and costs incurred by its own counsel. In
the event Licensor joins as a plaintiff at APAC’s request or APAC brings an
action in Licensor’s name, or Licensor is named as a party by another party to
such action, APAC shall defend and indemnify Licensor against all liabilities,
costs and expenses related to such action, except that, as provided above,
Licensor shall be responsible for its own counsel’s fees and costs if it elects
to retain separate counsel. Notwithstanding any of the foregoing, in the event
that a court holds in a final non-appealable decision that Licensor has engaged
in fraud, gross negligence, or willful misconduct, APAC shall have no
obligation to indemnify Licensor for any judgments, liability, loss, damages,
costs and expenses (including reasonable attorneys’ fees and expenses of
litigation) in connection therewith.


5.3.                Regardless
of whether Licensor is named as a party to any enforcement action, APAC
reserves the sole right to select counsel, direct the litigation, and in
negotiate and determine the terms of any settlement or other disposition of
such action. The parties agree to fully and reasonably cooperate with each
other in any litigation that is brought.


6.                         TERMINATION


6.1.                Unless
earlier terminated as provided in this Section 6, all grants, obligations and
provisions recited in this Agreement and relating to the Patents shall continue
in full force and effect, until the later of cither a) the expiration date of
the Patents or b) the conclusion of APAC’s licensing and enforcement of the
Patents. Notwithstanding the foregoing, in the event that a final decree of invalidity
from which no appeal can be, or is, taken, with respect to the Patents, this
Agreement shall terminate at such time.


6.2.                Licensor
may terminate this Agreement in the event that APAC files for bankruptcy
protection under any state or federal bankruptcy law or a petition for
bankruptcy is filed against APAC and not dismissed within ninety (90) days.


6.3.                Either
Party may terminate this Agreement upon written notice to the other if the
other Party breaches any material representation, warranty or agreement in this
Agreement and fails to cure such breach within ninety (90) days of receipt of
such written notice detailing the alleged breach.


6.4.                Either
Party may terminate this Agreement, upon ninety (90) day written notice to the
other Party, if APAC determines, in its sole judgment, that licensing or
enforcement of the Patents is not commercially reasonable or practicable and
APAC provides a written notice to Licensor of APAC’s determination that
licensing or enforcement of the Patents is not commercially reasonable or
practicable.


6.5.                In
the event of Satisfactory Completion, Licensor may also terminate this
Agreement at any time beginning after two (2) years from the Effective Date
hereof unless



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APAC has either (a) filed any action or counterclaim
for infringement of any of the Patents, or (b) generated any Net Proceeds from
licensing or enforcement of the Patents (the failure of (a) and (b) above shall
be referred to as a “Termination Event”). In ordor to terminate this Agreement
pursuant to this Section 6.5, Licensor shall provide APAC with written notice
of its intention to exercise its right to terminate this Agreement under this
Section, at which time APAC shall have a ninety (90) day period from the time
it receives such notice, in which it may cure the Termination Event giving rise
to the right of termination (the “Cure Period”) by either (a) filing an action
(or counterclaim) to enforce any of the Patents or (b) generating Net Proceeds
and paying Licensor its share of the Net Proceeds, if any. If APAC cures the
Termination Event during the Cure Period, then Licensor’s right to terminate
this Agreement under this Section 6.5 shall lapse.


6.6.                In
the event of any dispute as to whether a Party has breached this Agreement
pursuant to Section 6.3 above or whether a cure has been effected, the matter
shall be submitted to litigation pursuant to Section 8 hereof, and there shall
be no termination of the license under this Agreement unless and until there is
a final ruling that there has been an uncured breach, as provided herein.


6.7.                Any
termination of this Agreement shall not relieve APAC of liability for any
payments due to Licensor accrued prior to the effective date of such
termination.


6.8.                In
the event of any termination of this Agreement, regardless of the cause, after
payment of any monies due Licensor, APAC shall be entitled to retain or receive
the portion of Total Recoveries that it would be entitled to retain or receive
if this Agreement were in effect, which (a) accrued or was received prior to
the termination date, or (b) accrues or is received after the termination date
as a result of any settlement, license agreement or other agreement or
transaction that was entered into prior to the termination date.


6.9.                The
parties acknowledge and agree that this Agreement is a contract under which
APAC is a licensee of intellectual property as provided in Section 365(n) of
title 11, United States Code (this “Bankruptcy Code”). Licensor acknowledges
that if Licensor, as a debtor in possession or a trustee in bankruptcy in a
case under the Bankruptcy Code (the “Bankruptcy Trustee”), rejects this
Agreement, APAC may elect to retain all of its rights under this Agreement as
provided in Section 365(n) of the Bankruptcy Code. Upon written request of APAC
to Licensor or the Bankruptcy Trustee, Licensor will not interfere with any of
the rights of APAC as provided in this Agreement.


6.10.          As applicable, the provisions of Sections
4.1, 4.2, 6.7, 6.8, 6.9, 6.10, 8.1, 8.2, 9.1 and Section 10, shall continue in
force in accordance with their respective terms notwithstanding expiry or
termination of this Agreement for any reason. Upon expiry or termination of
this Agreement, all rights of APAC in and to the Patent, shall also
automatically terminate and such rights shall revert to Licensor.



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7.                         ASSIGNMENT


7.1.                This
Agreement shall inure to the benefit of, and be binding upon the respective
successors, assigns, heirs, beneficiaries and personal representatives of
Licensor and APAC, subject to Section 7.2 below.


7.2.                This
Agreement is personal and non-assignable, except it may be assigned by APAC to
an affiliate of APAC, provided such affiliate agrees to be bound by all the
terms and conditions of this Agreement in writing, including the obligation to
make payments hereunder. Notwithstanding anything to the contrary, Licensor
acknowledges and agrees that: (a)  Licensor
may not at any time directly or indirectly transfer the License, in whole or in
part, to any third party, including without limitation any Exclusive Party; and
(b) an Exclusive Party may not at any time claim ownership or  entitlement to any License or otherwise
obtain or be deemed to obtain directly or indirectly any rights, benefits,
licenses or immunities, in whole or in part, under any License, whether by, through,
as a result of, or otherwise in connection with any agreement, contract,
transaction or business combination with Licensor. Except as set forth above
with respect to the License and Exclusive Parties, Licensor may transfer or
assign all or any part of his interest in this Agreement or sell or transfer
all or some of the Patents, provided that (i) the transferee or assignee is not
an Exclusive Party; (ii) the transferee or assignee agrees to be bound by the
terms of this Agreement in writing; and (iii) Licensor shall continue to be
bound by the terms of this Agreement.


8.                         GOVERNING
LAW AND CONSENT TO JURISDICTION


8.1.                This
Agreement shall be governed by and construed under applicable federal law and
the laws of the State of California, excluding any conflict of law provisions.
APAC and Licensor each irrevocably consent to the exclusive jurisdiction of any
California state or federal court sitting in the Central District of
California, over any suit, action or proceeding arising out of or relating to this
Agreement. APAC and Licensor hereby waive personal service of any summons,
complaint, or other process in any action in any California state or federal
court sitting in the Central District of California, and agree that all service
thereof may be made by (a) certified or registered mail, return receipt
requested, to the other Party’s address identified in the opening paragraph of
this Agreement; or (b) by such other method authorized by the California Long
Arm Statute.


8.2.                Neither
APAC nor Licensor shall be liable for any consequence or damage arising out of
or resulting from the manufacture, use or sale of products under the Patents.
In no event shall any Party be entitled to special, indirect, consequential
damages, including lost profits, or punitive damages for breach of this
Agreement.


9.                         CONFIDENTIALITY


9.1.                All
information provided pursuant to this Agreement, including without limitation,
the terms of this Agreement, shall be regarded as confidential information (“Confidential
Information”). The Parties agree that, other than as required by law, they
shall not disclose any Confidential Information and shall use the Confidential



 10
 








Information only for the purposes set forth herein.
Each Party acknowledges that the other Party or its parent company is a
publicly traded company (“Public Company”), and that the Public Company may be
required to publicly disclose the signing of this Agreement, as well as certain
terms of the Agreement and/or file a copy of this Agreement with the SEC.
Confidential Information shall not include information that: (a) was already
known, otherwise than under an agreement of secrecy or non-use, at the time of
its disclosure; (b) has passed into the public domain prior to or after its
disclosure, otherwise than through any act or omission attributable to
principals, officers, employees, consultants or agents of the receiving Party;
or (c) was subsequently disclosed, otherwise than under an agreement of secrecy
or non-use, by a third party that had not acquired the information under an
obligation of confidentiality.


10.                  MISCELLANEOUS


10.1.          All notices or communications which either
Party may desire, or be required, to give or make to the other shall be in
writing and shall be deemed to have been duly given or made if and when forwarded
by registered or certified mail to the address set forth above in this
Agreement or to such other address as a Party shall give to the other in
writing delivered at the last address specified in the manner prescribed by
this Agreement.


10.2.          The failure to act upon any default hereunder
shall not be deemed to constitute a waiver of such default.


10.3.          This Agreement constitutes the entire
understanding of the parties with respect to its subject matter and may not be
modified or amended, except in writing by the parties. Nothing in this
Agreement, whether expressed or implied, shall be construed to give any person
(other than the Parties and their respective permitted successors and assigns),
any legal or equitable right, remedy or claim under or in respect of this
Agreement or any covenants, conditions or provisions contained herein, as a
third party beneficiary or otherwise.


10.4.          If for any reason in any jurisdiction in
which any provision of this Agreement is sought to be enforced, any one or more
of the provisions of this Agreement shall be held invalid, illegal or
unenforceable in any respect, such holding shall not affect any other provision
of this Agreement and this Agreement shall be construed as if such invalid,
illegal or unenforceable provision had never been contained therein.


10.5.          This Agreement may be executed in several
counterparts, each of which shall constitute an original, but all of which
together shall constitute one and the same instrument. A faxed copy of a
signature page shall be considered an original for purposes of this Agreement.


10.6.          The headings contained in this Agreement have
been inserted for convenient reference only and shall not modify, define,
expand or limit any of the provisions of this Agreement.



 11
 








IN WITNESS WHEREOF, the Parties have
executed this Agreement on the Effective Date.


	
  VALENTIS, INC.

  	
  ACACIA PATENT ACQUISITION

  CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Benjamin F McGraw, III

  	
   

  	
  By:

  	
  /s/ Dooyong Lee

  	
   

  
	
   

  	
   

  
	
  Print Name:

  	
  Benjamin F McGraw, III

  	
   

  	
  Print Name:

  	
  Dooyong Lee

  	
   

  
	
   

  	
   

  
	
  Title:

  	
  Chairman, President & CEO

  	
   

  	
  Title:

  	
  EVP

  	
   

  
	
   

  	
   

  
	
  Date:

  	
  11 April, 07

  	
   

  	
  Date:

  	
  4/12/07

  	
   

  
												



 



 12














Exhibit A


U.S. PATENTS & APPLICATIONS


	
  US

  Patent No.

  	
   

  	
  US

  Appl.

  No.

  	
   

  	
  Filing Date

  	
   

  	
  Issue Date

  	
   

  	
  Title

  
	
  6011148

  	
   

  	
  08/691,090

  	
   

  	
  Aug. 01, 1996

  	
   

  	
  Jan. 04, 2000

  	
   

  	
  METHODS FOR PURIFYING NUCLEIC ACIDS

  
	
   

  	
   

  	
  09/121,798*

  	
   

  	
  July 23, 1998

  	
   

  	
   

  	
   

  	
  METHODS FOR PURIFYING NUCLEIC ACIDS

  
	
   

  	
   

  	
  09/180,767*

  	
   

  	
  Nov. 12, 1998

  	
   

  	
   

  	
   

  	
  METHODS FOR PURIFYING NUCLEIC ACIDS

  
	
   

  	
   

  	
  10/140,793

  	
   

  	
  May 07, 2002

  	
   

  	
   

  	
   

  	
  METHODS FOR PURIFYING NUCLEIC ACIDS

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  60/410,617*

  	
   

  	
  Sep. 13, 2002

  	
   

  	
   

  	
   

  	
  Apparatus and method for preparative scale
  purification of nucleic acids

  
	
   

  	
   

  	
  10/527,618

  	
   

  	
  Mar. 11, 2005

  	
   

  	
   

  	
   

  	
  Apparatus and method for preparative scale
  purification of nucleic acids

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  60/022,157*

  	
   

  	
  July 19, 1996

  	
   

  	
   

  	
   

  	
  PROCESS AND EQUIPMENT FOR PLASMID PURIFICATION

  
	
   

  	
   

  	
  08/887,673*

  	
   

  	
  July 3, 1997

  	
   

  	
   

  	
   

  	
  PROCESS AND EQUIPMENT FOR PLASMID PURIFICATION

  
	
  7026468

  	
   

  	
  09/774,284

  	
   

  	
  01-29-2001

  	
   

  	
  Apr. 11, 2006

  	
   

  	
  PROCESS AND EQUIPMENT FOR PLASMID PURIFICATION

  
	
   

  	
   

  	
  11/327,987

  	
   

  	
   

  	
   

  	
  Jan. 09, 2006

  	
   

  	
  PROCESS AND EQUIPMENT FOR PLASMID PURIFICATION

  



 






* Abandoned/Expired Application.


FOREIGN PATENTS & APPLICATIONS


	
  Foreign

  Patent or

  Publication No.

  	
   

  	
  Appl.

  No.

  	
   

  	
  Pub.

  Date

  	
   

  	
  Country

  	
   

  	
  Title

  
	
  WO9805673

  	
   

  	
  PCT/US97/13493

  	
   

  	
  Dec. 90, 1999

  	
   

  	
  PCT

  	
   

  	
  METHODS FOR PURIFYING NUCLEIC ACIDS

  
	
  JP2000500028T2

  	
   

  	
  JP1997000508062

  	
   

  	
  Jan. 11, 2000

  	
   

  	
  JP

  	
   

  	
   

  
	
  JP3492702B2

  	
   

  	
  JP1997000508062

  	
   

  	
  Feb. 03, 2004

  	
   

  	
  JP

  	
   

  	
   

  
	
  EP0923592A1

  	
   

  	
  EP19970938081

  	
   

  	
  June 23, 1999

  	
   

  	
  EP

  	
   

  	
  METHODS FOR PURIFYING NUCLEIC ACIDS

  
	
  EP0923592B1

  	
   

  	
  EP19970938081

  	
   

  	
  Apr. 02, 2003

  	
   

  	
  EP

  	
   

  	
  METHODS FOR PURIFYING NUCLEIC ACIDS

  
	
  DK0923592T3

  	
   

  	
  DK1997000938081

  	
   

  	
  Jul. 21, 2003

  	
   

  	
  DK

  	
   

  	
  FREMGANGSMAADER TIL RENSNING AF NUKLEINSYRER

  
	
  DE69720473C0

  	
   

  	
  DE1997069720473

  	
   

  	
  May 08, 2003

  	
   

  	
  DE

  	
   

  	
  VERFAHREN ZUR REINIGUNG VON NUKLEINSeUREN

  
	
  DE69720473T2

  	
   

  	
  DE1997069720473

  	
   

  	
  May 06, 2004

  	
   

  	
  DE

  	
   

  	
  VERFAHREN ZUR REINIGUNG VON NUKLEINSeUREN

  
	
  AO4049097A1

  	
   

  	
  AU199740490

  	
   

  	
  Feb. 25,

  	
   

  	
  AU

  	
   

  	
  METHODS FOR PURIFYING NUCLEIC ACIDS

  



 



 A-1
 








 


	
  Foreign

  Patent or

  Publication No.

  	
   

  	
  Appl.

  No.

  	
   

  	
  Pub.

  Date

  	
   

  	
  Country

  	
   

  	
  Title

  
	
   

  	
   

  	
   

  	
   

  	
  1998

  	
   

  	
   

  	
   

  	
   

  
	
  AU717136B1

  	
   

  	
  AU199740490

  	
   

  	
   

  	
   

  	
  AU

  	
   

  	
  METHODS FOR PURIFYING NUCLEIC ACIDS

  
	
  CA2261150AA

  	
   

  	
  CA19972261150

  	
   

  	
  Feb. 12, 1998

  	
   

  	
  CA

  	
   

  	
  METHODS FOR PURIFYING NUCLEIC ACIDS

  
	
  CA2261150C

  	
   

  	
  CA19972261150

  	
   

  	
  Apr. 13, 2004

  	
   

  	
  CA

  	
   

  	
  METHODS FOR PURIFYING NUCLEIC ACIDS

  
	
  AT0236183E

  	
   

  	
  ATI997000938081

  	
   

  	
  Apr. 15, 2003

  	
   

  	
  AT

  	
   

  	
  VERFAHREN ZUR REINIGUNG VON NUKLEINSAEUREN

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WO0005358

  	
   

  	
  PCT/11899/15280

  	
   

  	
  Feb. 03, 1999

  	
   

  	
  PCT

  	
   

  	
  METHODS FOR PURIFYING NUCLEIC ACIDS

  
	
  AU4863899A1

  	
   

  	
  AU19990048638

  	
   

  	
  Feb. 14, 2000

  	
   

  	
  AU

  	
   

  	
  METHODS FOR PURIFYING NUCLEIC ACIDS

  
	
  CA2338397AA

  	
   

  	
  CA19992338397

  	
   

  	
  Feb. 03, 2000

  	
   

  	
  CA

  	
   

  	
  METHODS FOR PURIFYING NUCLEIC ACIDS

  
	
  EP1098966A1

  	
   

  	
  EP19990932304

  	
   

  	
  May 16, 2001

  	
   

  	
  EP

  	
   

  	
  METHODS FOR PURIFYING NUCLEIC ACIDS

  
	
  EP1098966A4

  	
   

  	
  EP19990932304

  	
   

  	
  Apr. 23, 2003

  	
   

  	
  EP

  	
   

  	
  METHODS FOR PURIFYING NUCLEIC ACIDS

  
	
  JP2002521029T2

  	
   

  	
  JP2000000561304

  	
   

  	
  July 16, 2002

  	
   

  	
  JP

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WO04024283

  	
   

  	
  PCT/US03/028759

  	
   

  	
  Mar. 25, 2004

  	
   

  	
  PCT

  	
   

  	
  APPARATUS AND METHOD FOR PREPARATIVE SCALE PURIFICATION
  OF NUCLEIC ACIDS

  
	
  AU20033267175

  	
   

  	
  AU20030267175

  	
   

  	
  Apr. 30, 2004

  	
   

  	
  AU

  	
   

  	
  APPARATUS AND METHOD FOR PREPARATIVE SCALE
  PURIFICATION OF NUCLEIC ACIDS

  
	
  CA2498518A1

  	
   

  	
  CA20032498518

  	
   

  	
  Mar. 25, 2004

  	
   

  	
  CA

  	
   

  	
  APPARATUS AND METHOD FOR PREPARATIVE SCALE
  PURIFICATION OF NUCLEIC ACIDS

  
	
  EP1554398A0

  	
   

  	
  EP20030749647

  	
   

  	
  July 20, 2005

  	
   

  	
  EP

  	
   

  	
  APPARATUS AND METHOD FOR PREPARATIVE SCALE
  PURIFICATION OF NUCLEIC ACIDS

  
	
  EP1554398A2

  	
   

  	
  EP20030749647

  	
   

  	
  July 20, 2005

  	
   

  	
  EP

  	
   

  	
  APPARATUS AND METHOD FOR PREPARATIVE SCALE
  PURIFICATION OF NUCLEIC ACIDS

  
	
  EP1554398A3

  	
   

  	
  EP20030749647

  	
   

  	
  July 20, 2005

  	
   

  	
  EP

  	
   

  	
  APPARATUS AND METHOD FOR PREPARATIVE SCALE
  PURIFICATION OF NUCLEIC ACIDS

  
	
  JP200400536251

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  JP

  	
   

  	
   

  



 



 A-2














Exhibit B


License Agreements


	
  LICENSEE

  	
   

  	
  EXECUTION DATE

  
	
  Althea Technologies

  	
   

  	
  January 8, 2007

  
	
  Juvaris

  	
   

  	
  October 27, 2006

  
	
  Vical

  	
   

  	
  October 23, 2006

  



 



 B-1