Confidential
      Treatment 

    Confidential
      treatment has been
      requested for portions of this document marked with
      asterisks.

     

    EXHIBIT
      10.11

    


    Monoclonal
      Antibody

    Purchase
      and Sale Agreement

    


    This
      AGREEMENT
      FOR THE PURCHASE AND SALE OF MONOCLONAL ANTIBODIES
      (the
“Agreement”),
      dated
      and effective as of December 26, 2006 (the “Effective Date”) is by and between
INTELLECT
      NEUROSCIENCES, INC.,
      a
      Delaware corporation with offices at 7 West 18th
      Street,
      New York, NY 10011, USA (“Intellect”),
      and
IMMUNO-BIOLOGICAL
      LABORATORIES CO., LTD.,
      a
      Japanese corporation with offices at 5-1 Aramachi, Takasaki-shi, Gunma 370-0831,
      Japan (“IBL”).
      Intellect and IBL shall each be a “Party”
and
      together the “Parties”.

     

    WHEREAS,
      IBL
      provides various medicines and in-vitro diagnostic products used to promote
      the
      fight against disease and to assist human welfare and is engaged in the business
      of selling antibodies for both biomedical research and diagnostic use;


    


    WHEREAS,
      Intellect is engaged in research to produce therapeutic monoclonal antibodies
      for the prevention and treatment of Alzheimer’s disease; and

     

    WHEREAS,
      Intellect desires to obtain certain monoclonal antibodies and related materials
      from IBL and IBL desires to sell such antibodies and related materials to
      Intellect;

     

    NOW,
      THEREFORE,
      in
      consideration of the mutual promises and agreements contained herein, and for
      other good and valuable consideration, the receipt and sufficiency of which
      are
      hereby acknowledged, the Parties agree as follows:

     

    ARTICLE
      1: DEFINED TERMS

    


    1.1
       “Accounting
      Standards” shall mean United States Generally Accepted Accounting Principles
      (“US GAAP”).

    


    1.2
       “Affiliate”
      shall mean, with respect to any Person, any other Person which directly or
      indirectly controls, is controlled by or is under common control with such
      Person. A Person shall be deemed to control another Person if such Person
      possesses the power to direct or cause the direction of the management, business
      and policies of such Person, whether through the ownership of fifty percent
      (50%) or more of the voting securities of such Person, voting capacity at
      management meetings, by contract or otherwise. 

    


    1.3
       “Antibodies”
      shall have the meaning set out in Article 2.

    


    1.4
       “Approval”
      shall mean any approval (including Price Approvals), registration, license
      or
      authorization from any Governmental Authority required for the manufacture,
      Development, Commercialization, distribution, sale, storage or transport of
      the
      Product in any country of the Territory, and shall include, without limitation,
      an approval, registration, license or authorization granted in connection with
      any Approval Application.

    


    1.5
       “Approval
      Application” shall mean the submission to the relevant Governmental Authority of
      an appropriate application seeking any approval (including Price Approval),
      registration, license or authorization from any Governmental Authority required
      for the manufacture, development, commercialization, distribution, sale, storage
      or transport of the Product in any country of the Territory, and shall include,
      without limitation, a marketing authorization application, supplementary
      application or variation thereof, NDA, or any equivalent applications in any
      country of the Territory.

    


    1.6
       “Business
      Day” shall mean a day which is not a Saturday, Sunday or public holiday in
      Japan, Israel or New York.

    


    1.7 “Commercially
      Reasonable Efforts” shall mean the efforts and resources customarily used in the
      pharmaceutical industry for a compound which is of similar market potential
      and
      at a similar stage in its product life.

    


    1.8 “Confidential
      Information” shall have the meaning set out in Article 12 

    


    1.9 “Control”
      in the context of intellectual property, shall mean possession of the ability
      to
      grant the license or other access provided for herein without violating the
      terms of any agreement or other arrangement with a Third Party.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

        
        

      

    

    
      
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          Treatment 

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          asterisks.

         


    

    1.10 “Effective
      Date” shall mean the earliest date on which this Agreement has been executed by
      both Parties.

    


    1.11 “EMEA”
      shall mean the European Agency for the Evaluation of Medicines or any successor
      agency thereto.

    


    1.12 “EU”
      shall mean the then current member states of the European Union. 

    


    1.13 “FDA”
      shall mean the United States Food and Drug Administration and any successor
      agency thereto. 

    


    1.14 “Final
      Approval” shall mean, (i) in relation to the United States, receipt by Intellect
      or Intellect Licensee of the official approval letter from the FDA approving
      the
      marketing and sale of the Product in the United States under an NDA or
      supplemental NDA, as applicable, or (ii) in relation to the EU, receipt by
      Intellect or Intellect Licensee of the EMEA’s or relevant national regulatory
      authority’s written decision granting marketing authorization for the Product in
      one or more countries in the EU, or (iii) in relation to any other countries
      in
      the Territory, receipt of an equivalent approval to distribute, market and
      sell
      the Product in such country(ies) by Intellect or Intellect Licensee.


    


    1.15 “Governmental
      Authority” shall mean any court, agency, authority, department, regulatory body
      or other instrumentality of any government or country or of any national,
      federal, state, provincial, regional, county, city or other political
      subdivision of any such government or any supranational organization of which
      any such country is a member.

    


    1.16
       “IBL
      Know-How” shall mean, to the extent Controlled by IBL on the Effective Date or
      during the Term, Know-How that is necessary for the manufacture, use,
      Development, sale, offer for sale or importation of the Product, including,
      without limitation, Inventions owned solely by IBL or jointly by IBL and a
      Third
      Party and all Know-How Controlled by IBL in relation to the
      Antibodies.

    


    1.17
       “IBL
      Patents and Corresponding Applications” shall mean, to the extent Controlled by
      IBL as of the Effective Date or during the term of this Agreement, all Patent
      Rights and patent applications that claim the manufacture, use, development,
      sale, offer for sale or import of Product, and all divisional, continuations,
      continuations-in-part, reissues, extensions, reexaminations, extensions and
      renewals of such patents in all foreign jurisdictions, including, without
      limitation, Inventions owned solely by IBL or jointly by IBL and a Third Party
      with respect to the “82E1
      Antibody”
      and the
“1A10
      Antibody”,
      each
      as defined in Article 2 hereof, and all of which are listed on Schedule
      3
      attached
      hereto. 

    


    1.18
       “IBL
      Technology” shall mean the IBL Patents and Corresponding Applications and IBL
      Know-How.

    


    1.19
       “Intellect
      Patents and Corresponding Applications” shall mean, Japanese patent (No 3816111,
      granted 06/16, 2006), Australia (Patent No. 743827, granted 5/23/02), China
      (Patent No. 1177616, granted 12/1/04) New Zealand (Patent No. 337765, granted
      1/10/02 and all divisional, continuations, continuations-in-part, reissues,
      extensions, reexaminations and renewals and extensions of such patents, US
      application no 09/402,820 and all divisional, continuations,
      continuations-in-part, reissues, extensions, reexaminations, extensions and
      renewals of such patents in all foreign jurisdictions. 

    


    1.20 “Invention”
      shall mean any invention, whether or not patentable, or other Know-How,
      conceived in the course and as part of the development together with all Patent
      Rights and other intellectual property rights therein. 

    


    1.21 “Know-How”
      shall mean any and all proprietary unpatented technical information, data,
      ideas, test results, inventions, instructions, processes, knowledge, techniques,
      discoveries, formulae, specifications, designs, regulatory filings, and
      biological or other materials (including, without limitation, biological,
      chemical, toxicological, physical and analytical, safety, manufacturing and
      quality control data and information) and other information (whether or not
      patentable) which are now or hereafter during the Term of this Agreement are
      owned, licensed (with the right to sublicense) or otherwise held by a Party
      or
      its Affiliates related to the Antibodies, or the development, manufacture,
      use,
      or sale thereof.

    


    1.22 “Laws”
      shall mean all laws, statutes, rules, regulations, orders, judgments,
      injunctions and/or ordinances of any Governmental Authority in the
      Territory.

    


    1.23 “Loss”
or
      “Losses” shall mean all losses, obligations, liabilities, penalties and damages
      (including but not limited to compensatory damages), settlements, costs and
      expenses, including, without limitation, reasonable attorneys’ fees, of whatever
      kind or nature, in each case incurred by a party or an Affiliate and paid to
      a
      Third Party, before and without giving effect to any insurance
      proceeds.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

        
        

      

    

    
      
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          Treatment 

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          treatment has been
          requested for portions of this document marked with
          asterisks.

         


    

    1.24 “Major
      Market Country” shall mean each of Japan, China, France, Germany, Italy, Spain,
      the United Kingdom and the United States. 

    


    1.25 “Management
      Change of Control” shall mean any of the following events: (i) the acquisition
      by a Third Party (other than a Third Party controlling a Party as of the
      Effective Date) of more than fifty percent (50%) of the shares of such Party’s
      capital stock, the holders of which have general voting power under ordinary
      circumstances to elect at least a majority of such Party’s board of directors
      (the “Voting Stock”), but excluding any such acquisition that is a bona fide
      equity financing of such Party with arm’s-length financial investors where such
      an investor is not within the top 20 globally ranked pharmaceutical companies
      (as ranked by annual sales); (ii) the approval by a Party’s stockholders of a
      merger, share exchange, reorganization, consolidation or similar transaction
      of
      IBL or Intellect (a “Transaction”), other than a Transaction which would result
      in the Voting Stock of IBL or Intellect outstanding immediately prior thereto
      continuing to represent (either by remaining outstanding or by being converted
      into voting securities of the surviving entity) more than fifty percent (50%)
      of
      the Voting Stock of IBL or Intellect or such surviving entity immediately after
      such Transaction; or (iii) approval by a Party’s stockholders of a complete
      liquidation of such Party or a sale or disposition of all or substantially
      all
      of the assets of such Party. 

    


    1.26 “NDA”
      shall mean a new drug application and all amendments and supplements thereto
      filed with the EMEA, the FDA or an equivalent Governmental Authority, requiring
      such filing, and including all documents, data and other information concerning
      a pharmaceutical product which is necessary for the gaining of Approval seeking
      permission to market and sell the applicable Product in a country.

    


    1.27 “Net
      Sales” with respect to any Product shall mean the gross amount invoiced by or on
      behalf of Intellect and any Intellect Affiliate, licensee or sublicensee
      (“Intellect
      Licensee”)
      for
      that Product sold to Third Party customers, less the following deductions,
      determined in accordance with Intellect’s or Intellect Licensee’s standard
      accounting methods as generally and consistently applied by Intellect or
      Intellect Licensee, to the extent included in the gross invoiced sales price
      of
      any Product or otherwise directly paid or incurred by Intellect or Intellect
      Licensee (or affiliates) with respect to the sale of such Product:

    


    
      	 	
              (a)

            	
              normal
                and customary trade and quantity discounts actually allowed and properly
                taken directly with respect to sales of the
                Product;

            


    

    


    
      	
               

            	
              (b)
                

            	
              amounts
                repaid or credited by reasons of defects, rejection, recalls, returns,
                rebates and allowances of goods or because of retroactive price reductions
                specifically identifiable to the
                Product;

            


    

    


    
      	 	
              (c)

            	
              charge
                backs and other amounts paid on sale or dispensing of such
                Product;

            


    

    


    
      	 	
              (d)

            	
              amounts
                payable resulting from Governmental (or agency thereof) mandated
                rebate
                programs;

            


    

      

    
      	
            	(e)	
              Third-Party
                cash rebates and chargeback related to sales of the finished Product,
                to
                the extent actually allowed;

            


    

    


    
      	 	
              (f)

            	
              tariffs,
                duties, excise, sales, value-added and other taxes (other than taxes
                based
                on income);

            


    

    


    
      	
            	(g)	
              retroactive
                price reductions that are actually allowed or
                granted;

            


    

      

    
      	 	
              (h)

            	
              cash
                discounts for timely payment;

            


    

    


    
      	
            	(i)	
              delayed
                ship order credits;

            


    

     

    
      	 	
              (j)

            	
              discounts
                pursuant to indigent patient programs and patient discount
                programs;

            


    

     

    
      	 	
              (k)

            	
              all
                freight, postage and insurance included in the invoice price;
                and

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

        
        

      

    

    
      
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          Treatment 

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          asterisks.

         


    

    
      	 	
              (l)

            	
              amounts
                repaid or credited for uncollectible amounts on previously sold
                Products.

            


    

    


    Any
      of
      the items set forth above that would otherwise be deducted from the invoice
      price in the calculation of Net Sales but which are separately charged to Third
      Parties shall not be deducted from the invoice price in the calculation of
      Net
      Sales.

    


    Sales
      from Intellect to its Affiliates or from an Intellect Licensee to its Affiliates
      shall be disregarded for purposes of calculating Net Sales. In the case of
      any
      sale or other disposal of a Product between or among Intellect and its
      Affiliates, or between or among an Intellect Licensee and its Affiliates, for
      resale, Net Sales shall be calculated as above only on the value charged or
      invoiced on the first arm’s-length sale thereafter to a Third
      Party.

    


    In
      the
      case of any sale which is not invoiced or is delivered before invoice, Net
      Sales
      shall be calculated at the time of shipment or when the Product is paid for,
      if
      paid for before shipment or invoice.

     

    In
      the
      case of any sale or other disposal for value, such as barter or counter-trade,
      of any Product, or part thereof, other than in an arm’s length transaction
      exclusively for money, Net Sales shall be calculated as above on the value
      of
      the non-cash consideration received or the fair market price (if higher) of
      the
      Product in the country of sale or disposal.

    


    1.28 “Patent
      Rights” shall mean (a) United States patents and patents of other countries,
      including, without limitation, re-examinations, reissues, renewals, extensions,
      term restorations, confirmations, registrations, re-validations, patents of
      addition, supplementary protection certificates and the like, and (b) pending
      applications for United States patents and patents of other countries,
      including, without limitation, provisional applications, continuations,
      continuations-in-part, divisional and substitute applications, including,
      without limitation, inventors’ certificates.

    


    1.29 “Person”
      shall mean any individual, partnership, joint venture, limited liability
      company, corporation, firm, trust, association, unincorporated organization,
      governmental authority or agency, or any other entity not specifically listed
      herein. 

    


    1.30 “Phase
      I”
means any study conducted in any country to determine, among other things,
      safety of a Product in a target patient population.

    


    1.31 “Phase
      II” means any study conducted in any country to determine, among other things,
      dose response, duration of effect, preliminary efficacy and safety of a Product
      in a target patient population.

    


    1.32 “Phase
      III” means any study conducted in any country to confirm, with statistical
      significance, the efficacy and safety of a Product in a large, targeted
      population, performed to obtain Regulatory Approval of such
      Product.

    


    1.33 “Price
      Approval” shall mean, in countries in the Territory where Governmental
      Authorities may approve or determine pricing or pricing reimbursement for
      pharmaceutical products, such approval or determination. 

    


    1.34
      “Pre-clinical study” shall mean any study conducted in any country to determine,
      among other things, safety of a Product in animals for the purpose of
      NDA.

    


    1.35 “Product”
      shall mean a pharmaceutical product, utilizing a free end specific antibody
      drug
      product to position 1 or 40 of A Beta that is made with the
      Antibodies.

    


    1.36
       “Regulatory
      Approval” in the United States shall mean Final Approval of a new drug
      application pursuant to United States code as published at 21 CFR ss. 314,
      permitting marketing of the applicable Product in interstate commerce in the
      United States; in the European Union shall mean Final Approval of the marketing
      authorization application pursuant to Council Directive 75/319/EEC, as amended,
      or Council Regulation 2309/93/EEC or such approval as granted by a relevant
      national Regulatory Authority, as amended; or with respect to any other country
      not included in the foregoing, all authorizations by the appropriate
      Governmental Authority necessary for the commercial sale of a Product in that
      country including, without limitation and where applicable, approval of
      labeling, price, reimbursement and manufacturing.

    


    1.37 “Regulatory
      Authority” shall mean the FDA, EMEA or any other counterpart or additional
      governmental or regulatory agencies responsible for applicable Regulatory
      Approvals. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

        
        

      

    

    
      
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          asterisks.

         


    

    1.38
      “Term” shall have the meaning set out in Article 9.

    


    1.39 “Territory”
      shall mean all the countries in the world.

    


    1.40 “Third
      Party” shall mean any Person other than Intellect or IBL or any Affiliate of
      either Party.

     

    ARTICLE
      2: Sale and Purchase of Monoclonal Antibodies

     

    
      
        	2.1	
                (a)
                  As of the Effective Date, IBL hereby sells to Intellect and Intellect
                  purchases, the humanized monoclonal


              


      

    

    antibody
      referred to as 82E1, all cells or cell lines that secrete such antibody,
      the cDNA sequence of the antibody, the cDNA sequence of the murine hybridoma
      antibody from which the 82E1 humanized antibody is derived and any IBL Patents
      and Corresponding Applications and Know How related to the antibody, the cell
      lines and the method of making the antibody and cloning the cell lines (the
      “82E1 Antibody”) all as set forth on Schedule
      1 attached hereto. 

     

    (b)
      As of
      the Effective Date, IBL hereby sells to Intellect and Intellect purchases the
      IBL murine monoclonal antibody referred to as 1A10, the cDNA sequence of the
      antibody from which the 1A10 murine antibody is derived and any IBL Patents
      and
      Corresponding Applications and Know How related to the antibody, the cell lines
      and the method of making the antibody and cloning the cell lines (the
“1A10
      Antibody”)
      all as
      set forth on Schedule
      2
      attached
      hereto. (The 82E1
      Antibody
      and the
1A10
      Antibody
      are
      hereinafter referred to as the “Antibodies”.)
      

    


    (c)
      Except as set forth in this Agreement, IBL retains no rights with respect to
      the
      Antibodies, the cells or cell lines that secrete such antibodies, the cDNA
      sequence of the antibodies, the cDNA sequence of the murine hybridoma antibodies
      from which the antibodies are derived and any IBL Patents and Corresponding
      Applications and Know How related to the Antibodies. 

     

    2.3 In
      consideration of the sale and purchase of the Antibodies, Intellect agrees
      to
      pay a total of US $2,125,000 to IBL upon the achievement of certain milestones
      plus royalties ***, as described below in Article 4. 

    


    2.4
       Intellect
      hereby grants IBL a worldwide, exclusive, paid up license under the Intellect
      Patents and Corresponding Applications to make, use and sell murine monoclonal
      antibodies that are free end specific for the amino-terminus of beta amyloid
      peptides at position 1 and also for the C-terminus at position 40 solely for
      diagnostic and/or laboratory research purposes. The license granted herein
      shall
      automatically terminate if IBL sells or transfers the Antibodies to any Third
      Party for any purpose other than diagnostic and/or laboratory research purposes.
      Intellect expressly reserves for itself the right to make, have made, import,
      transfer, purchase and use the Antibodies for the purpose of research and/or
      development of a Product without payment or accounting to IBL.

    


    2.5 IBL
      shall
      deliver the Antibodies to the location(s) specified by Intellect at the expense
      of Intellect.

    


    2.6 Intellect
      shall return the Antibodies, cell lines, cDNA sequences, Patents and
      Corresponding Applications transferred to Intellect by IBL in the event that
      Intellect has not initiated the pre-clinical study with a free end specific
      antibody drug product to position 1 or 40 of A Beta that is made with the
      Antibodies, within three (3) years after the Effective Date.

    


    ARTICLE
      3: Development and Manufacture

    


    3.1 Intellect
      shall be solely responsible for all development of the Antibodies, including
      all
      pre-clinical and clinical development activities. Intellect (and its Affiliates
      where appropriate) shall retain authority and responsibility for ensuring and
      maintaining compliance with applicable Laws. IBL and its Affiliates shall
      co-operate and provide to Intellect any assistance reasonably required by
      Intellect for the purposes of obtaining Regulatory Approvals for the Antibodies
      without further compensation, but with the understanding that reasonable
      expenses incurred by IBL and as are previously agreed to in writing by IBL
      and
      Intellect in connection therewith will be reimbursed by Intellect. IBL will
      make
      fully available to Intellect such of the IBL Technology as is necessary for
      Intellect to fully exploit the Antibodies consistent with this Agreement.


     

    3.2 The
      Antibodies will be manufactured by Intellect or a Third Party manufacturer
      of
      Intellect’s sole choice. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

        
        

      

    

    
      
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          asterisks.

         


    

    ARTICLE
      4: Payment

     

    4.1 Intellect
      shall provide IBL with written notice of the achievement of each of the
      milestone events listed below promptly (and in any event within thirty (30)
      days) following such achievement. In consideration of the sale of the
      Antibodies, Intellect shall make the following payments on the achievement
      of
      the milestone events listed below, where “Initiation”
is
      defined as the first dose given to the first subject or patient, within thirty
      (30) days of the receipt by Intellect of the invoice from IBL:

     

    
      
        	
                ***
                  

              	 	
                ***
                  

              
	
                ***
                  

              	 	
                ***
                  

              
	
                ***
                  

              	 	
                ***
                  

              
	
                ***
                  

              	 	
                ***
                  

              
	
                ***
                  

              	 	
                ***
                  

              
	
                ***
                  

              	 	
                ***
                  

              
	
                Total

              	 	
                $2,125,000

              


      

    

     

    4.2 The
      above
      milestones shall be payable to IBL for the first free end specific antibody
      drug
      product to A beta position 1 or 40 developed by Intellect using the Intellect
      monoclonal free-end specific antibody technology.

    


    4.3 As
      further consideration for the sale of the Antibodies, Intellect will pay IBL
      a
      royalty ***; provided that if Intellect is required to obtain a license from
      a
      Third Party in order to manufacture, use, or sell the Antibodies or the Product,
      then Intellect may deduct the royalties paid to the Third Party from the
      royalties payable to IBL, ***. 

    


    4.4 Royalties
      will be paid to IBL on a semi annual basis within 60 days after the end of
      each
      semi-annual period during which this Agreement is in effect.

    .
      

    4.5 Intellect
      shall provide to IBL semi annual reports detailing its Net Sales (and
      adjustments thereto) with respect to the Antibodies.

    


    4.6
       With
      respect to sales of Antibodies in United States Dollars, all royalty
      calculations and amounts due to IBL shall be expressed in United States Dollars.
      With respect to sales of Antibodies in a currency other than United States
      Dollars, all royalty calculations and amounts due to IBL shall be expressed
      both
      in the currency of such sales and in the United States Dollar equivalent. The
      United States Dollar equivalent shall be calculated using Intellect’s
      then-current standard exchange rate methodology applied in its external
      reporting for the conversion of foreign currency sales into United States
      Dollars.

    


    ARTICLE
      5: Books, Records and Inspections

    


    5.1 
      Intellect shall, and shall cause its Affiliates to, keep proper books of record
      and account in which full, true and correct entries (in conformity with the
      Accounting Standards and all requirements of Law) shall be made of all dealings
      and transactions in relation to this Agreement. Intellect will keep such books
      and records for at least three (3) years following the end of the calendar
      quarter to which they pertain. Such books of accounts shall be kept at
      Intellect’s principal place of business.

     

    5.2
       No
      more
      than once in any calendar year this Agreement is in force, and for one year
      thereafter, Intellect shall, and shall cause its Affiliates to, permit
      independent auditors, to visit and inspect, during regular business hours and
      under the guidance of officers of Intellect, and to examine the books of account
      of Intellect or such Affiliate solely to determine the correctness of any sales
      records and payments made or required to be made by Intellect under this
      Agreement. 

    


    ARTICLE
      6: Intellectual Property

    


    6.1 All
      Inventions by Intellect, whether or not patentable, that are generated,
      identified, discovered, conceived created or made or reduced to practice solely
      by Intellect or its Affiliates, employees and agents or others acting on its
      or
      their behalf in connection with Intellect’s activities under this Agreement, or
      are owned or controlled by Intellect or its Affiliates and that are necessary
      to
      use, research, develop, seek regulatory approval, manufacture or sell
      antibodies, including, without limitation, various chemical and physical forms,
      formulations, combinations, back-ups, modes of delivery and methods of use
      for
      the Antibodies (collectively, “Intellect
      Inventions”)
      and
      all Patents Rights claiming such Intellect Inventions shall be the sole property
      of Intellect.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

        
        

      

    

    
      Confidential
        Treatment 

      Confidential
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        requested for portions of this document marked with
        asterisks.

       

    

    6.2 Intellect
      shall have the right to bring suit under the Intellect Patents and Corresponding
      Applications licensed to IBL under this Agreement without joining IBL as a
      party. At the request of Intellect, and at Intellect’s sole cost and expense,
      IBL shall join as a party plaintiff in any lawsuit for infringement of the
      Patents and Corresponding Applications licensed to IBL under this Agreement.
      IBL
      shall not have the right to bring suit for infringement of the Intellect Patents
      and Corresponding Applications licensed to IBL hereunder. 

    


    ARTICLE
      7: Representations and Warranties

    


    7.1 Due
      Incorporation.
      Each of
      the Parties hereto hereby represents and warrants to the other that it is duly
      incorporated under the relevant Laws of incorporation and each has full
      corporate authority to enter into and to perform its obligations under this
      Agreement.

    


    7.2
       Due
      Authorization.
      Each of
      the Parties hereto hereby represents and warrants to the other that this
      Agreement has been fully authorized, executed and delivered by it and it has
      full legal right, power and authority to enter into and perform this Agreement,
      which shall constitute a valid and binding agreement between the Parties upon
      due execution and that it does not conflict with or result in a breach of the
      terms of any agreement to which such Party is a party. 

    


    7.3 IBL
      Representations and Warranties

    


    All
      representations and warranties of IBL contained in this Agreement shall be
      true
      and correct in all respects (in the case of any warranty containing any
      materiality qualification) or in all material respects (in the case of any
      warranty without any materiality qualification) on the date hereof. IBL
      represents and warrants to Intellect to the best of its knowledge as of the
      Effective Date, subject to disclosure in agreed form against the representations
      and warranties in an annex to this Agreement, that:

     

    
      	 	
              (a)

            	
              IBL
                is not engaged in any litigation or arbitration, or in any dispute
                or
                controversy reasonably likely to lead to litigation, arbitration
                or other
                proceeding, which would materially affect the validity of this Agreement
                or such Party’s ability to fulfill its respective obligations under this
                Agreement;

            


    

    


    
      	
            	(b)	
              IBL
                Controls the entire right, title and interest in the IBL Technology,
                free
                and clear of all material charges, encumbrances, restrictions, liens,
                disputes, options, royalty obligations, proceedings or claims relating
                to,
                affecting, or limiting its rights or the rights of Intellect to IBL
                Patents and Corresponding Applications or IBL Know-How under this
                Agreement;

            


    

    


    
      	
            	(c)	
              the
                execution, delivery and performance of this Agreement by IBL does
                not
                violate any material law, regulation, orders, judgments or decrees
                of any
                court, governmental body or administrative or other agency having
                authority over it nor any other material agreement or arrangement,
                whether
                written or oral, by which it is
                bound;

            


    

     

    
      	
            	(d)	
              this
                Agreement is a legal, valid and binding obligation, enforceable in
                accordance with the terms and conditions hereof (subject to applicable
                Laws of bankruptcy and moratorium);

            


    

    


    
      	
            	(e)	
              the
                rights granted to Intellect and its Affiliates hereunder do not conflict
                with rights granted by IBL to any Third
                Party;

            


    

     

    
      	
            	(f)	
              neither
                IBL nor any of its Affiliates has received any notice concerning
                the
                institution or possible institution of any interference, reexamination,
                reissue, revocation or nullification involving any IBL Patents and
                Corresponding Applications or any administrative proceeding challenging
                the validity of any IBL Patents and Corresponding
                Applications;

            


    

    


    
      	 	
              (g)

            	
              no
                representation or warranty made in this Agreement contains any untrue
                statement of a material fact or omits to state a material fact necessary
                in order to make the statements contained herein or therein not false
                or
                misleading;

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

        
        

      

    

    
      Confidential
        Treatment 

      Confidential
        treatment has been
        requested for portions of this document marked with
        asterisks.

       

    

    
      	 	
              (h)

            	
              IBL
                owns or has all necessary licenses or rights within its jurisdiction
                for
                the Territory to the subject matter claimed by the IBL Patents and
                Corresponding Applications.

            


    

    


    7.4 Intellect
      Representations and Warranties

    


    All
      representations and warranties of Intellect contained in this Agreement shall
      be
      true and correct in all respects (in the case of any warranty containing any
      materiality qualification) or in all material respects (in the case of any
      warranty without any materiality qualification) on the Effective Date. Intellect
      represents and warrants to IBL to the best of its knowledge as of the Effective
      Date, subject to disclosure in agreed form against the representations and
      warranties in an annex to this Agreement, that:

     

    
      	 	
              (a)

            	
              Intellect
                is not engaged in any litigation or arbitration, or in any dispute
                or
                controversy reasonably likely to lead to litigation, arbitration
                or other
                proceeding, which would materially affect the validity of this Agreement
                or Intellect’s ability to fulfill its obligations under this
                Agreement;

            


    

    


    
      	 	
              (b)
                

            	
              Intellect
                Controls the entire right, title and interest in the Intellect Patents
                and
                Corresponding Applications, free and clear of all material charges,
                encumbrances, restrictions, liens, disputes, options, royalty obligations,
                proceedings or claims relating to, affecting, or limiting its rights
                or
                the rights of IBL to the Intellect Patents and Corresponding Applications
                under this Agreement;

            


    

    


    
      	 	
              (c)

            	
              the
                execution, delivery and performance of this Agreement by Intellect
                does
                not violate any material law, regulation, orders, judgments or decrees
                of
                any court, governmental body or administrative or other agency having
                authority over it nor any other material agreement or arrangement,
                whether
                written or oral, by which it is
                bound;

            


    

     

    
      	 	
              (d)

            	
              this
                Agreement is a legal, valid and binding obligation, enforceable in
                accordance with the terms and conditions hereof (subject to applicable
                Laws of bankruptcy and moratorium);

            


    

    


    
      	 	
              (e)
                

            	
              the
                rights granted to IBL and its Affiliates hereunder do not conflict
                with
                rights granted by Intellect to any Third
                Party;

            


    

     

    
      	 	
              (f)

            	
              neither
                Intellect nor any of its Affiliates has received any notice concerning
                the
                institution or possible institution of any interference, reexamination,
                reissue, revocation or nullification involving any Intellect Patents
                and
                Corresponding Applications or any administrative proceeding challenging
                the validity of any Intellect Patents and Corresponding
                Applications;

            


    

    


    
      	 	
              (g)

            	
              no
                representation or warranty made in this Agreement contains any untrue
                statement of a material fact or omits to state a material fact necessary
                in order to make the statements contained herein or therein not false
                or
                misleading;

            


    

     

    
      	 	
              (h)

            	
              Intellect
                owns or has all necessary licenses or rights within its jurisdiction
                for
                the Territory to the subject matter claimed by the Intellect Patents
                and
                Corresponding Applications.

            


    

    


    DISCLAIMER.  EXCEPT
      AS EXPRESSLY SET FORTH HEREIN, NO PARTY MAKES ANY EXPRESS OR IMPLIED WARRANTIES,
      STATUTORY OR OTHERWISE, CONCERNING THE VALUE, ADEQUACY, FREEDOM FROM INRINGEMENT
      OF THIRD PARTY PATENTS, FREEDOM FROM FAULT OF, OTHER QUALITY, EFFICIENCY,
      STABILITY, CHARACTERISTICS OR USEFULNESS OF, OR MERCHANTABILITY, OR FITNESS
      FOR
      A PARTICULAR PURPOSE OF, ANY ANTIBODY.

     

    ARTICLE
      8: IBL Covenants

    


    IBL
      agrees that its shall use the rights granted to it under the Intellect Patents
      and Corresponding Applications solely for the manufacture, use and sale for
      diagnostic and/or laboratory research purposes of murine monoclonal antibodies
      that are free end specific for the amino-terminus of beta amyloid peptides
      at
      position 1 and also for the C-terminus at position 40 and that it shall not
      transfer, make use or sell the Antibodies for any other purpose.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

        
        

      

    

    
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        asterisks.

       

    

    ARTICLE
      9: Termination 

     

    9.1 The
      Agreement shall be effective from the Effective Date and terminate upon the
      last
      to expire of the Intellect Patents unless terminated prior to such time pursuant
      to this Article 9 (the “Term”).

    


    9.2
       Either
      Party shall have the right to terminate this agreement upon ninety (90) days
      written notice if the other Party commits a breach of this Agreement that is
      material to the transactions contemplated by this Agreement taken as a whole.
      Any such notice of breach shall set forth the details of the alleged breach
      and
      the breaching Party shall have the opportunity to cure the breach during the
      ninety (90) days notice period, or with respect to matters not capable of being
      cured with ninety (90) days, to initiate steps reasonably expected to cure
      the
      breach during such ninety (90) day period. The non-breaching Party may terminate
      the Agreement forthwith in the event that a material breach is incurable or
      the
      breaching party has not initiated steps to cure the breach.

    


    9.3 Either
      Party shall have the right to terminate this Agreement if, at any time,


      

    
      	 	
              (a)

            	
              the
                other Party shall file in any court or agency pursuant to any statute
                or
                regulation of any state or country, a petition in bankruptcy or insolvency
                or for reorganization or for an arrangement or for the appointment
                of a
                receiver or trustee of the Party or of its assets,
                or

            


    

    


    
      	 	
              (b)

            	
              if
                the other Party proposes a written agreement of composition or extension
                of its debts, or

            


    

     

    
      	 	
              (c)
                

            	
              if
                the other Party shall be served with an involuntary petition against
                it,
                filed in any insolvency proceeding, and such petition shall not be
                dismissed within sixty (60) days after the filing thereof,
                or

            


    

    


    
      	 	
              (d)

            	
              if
                the other Party shall propose or be a party to any dissolution or
                liquidation, or

            


    

    


    
      	 	
              (e)

            	
              if
                the other Party shall make an assignment for the benefit of creditors,
                or

            


    

    


    
      	 	
              (f)

            	
              there
                is a change of Management Change of Control of the other
                Party.

            


    

    


    9.4 In
      the
      event that this Agreement is terminated or rejected by Intellect or its receiver
      or trustee under applicable bankruptcy Laws due to Intellect’s bankruptcy, then
      all rights and licenses granted under or pursuant to this Agreement by Intellect
      to IBL, shall otherwise be deemed to be, for purposes of Section 365(n) of
      the
      U.S. Bankruptcy Code and any similar Laws in any other country in the Territory,
      licenses of rights to “intellectual property” as defined under Section 101(35A)
      of the U.S. Bankruptcy Code. The Parties agree that all intellectual property
      rights licensed hereunder, including, without limitation, any patents or patent
      applications in any country of a party covered by the license grants under
      this
      Agreement, are part of the “intellectual property” as defined under Section
      101(35A) of the Bankruptcy Code subject to the protections afforded the
      non-terminating Party under Section 365(n) of the Bankruptcy Code, and any
      similar law or regulation in any other country.

    


    9.5 In
      the
      event that IBL is or becomes subject to the operation of Section 365(n) of
      the
      U.S. Bankruptcy Code and any similar Laws in any other country in the Territory,
      then IBL shall grant to Intellect the right to commence action against Third
      Party infringers of the IBL Patents in the event that IBL fails to commence
      such
      action within seven (7) Business Days of becoming aware of such a Third Party
      infringer of the IBL Patents.

    


    9.6
       Survival
      of Obligations.
      Notwithstanding the expiration or termination of this Agreement, neither
      Intellect nor IBL shall be relieved of any obligations incurred by such Party
      prior to such termination and such termination shall be without prejudice to
      the
      rights and remedies of a Party with respect to any antecedent breach of any
      of
      the provisions of this Agreement. All other provisions which by their nature
      are
      intended to survive any such termination shall survive and continue to be
      enforceable. 

    


    9.7 Notice
      of
      termination served by a Party upon the other Party shall be binding on the
      Parties’ Affiliates. Both Parties and their respective Affiliates shall
      immediately cease their activities under this Agreement and shall pay all sums
      due and owing to one another.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

        
        

      

    

    
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        asterisks.

       

    

    ARTICLE
      10: Indemnity

     

    10.1 Intellect
      shall indemnify, defend and hold harmless IBL, its Affiliates, agents,
      directors, officers and employees from and against any loss, damage, action,
      proceeding, expense or liability, including attorney’s fees (“Loss”)
      for
      personal injury or lawsuit for infringement of Third Parties’ Intellectual
      Property arising from or in connection with use of the Antibodies by Intellect
      or any Intellect Licensee, except, in each case, to the extent such Losses
      result from the gross negligence or willful misconduct of IBL or its Affiliates.
      

    


    10.2
       In
      the
      event a party seeks indemnification under this Article, it shall inform the
      other party (the “Indemnifying
      Party”)
      of a
      claim as soon as reasonably practicable after it receives notice of the claim,
      shall permit the Indemnifying Party to assume direction and control of the
      defense of the claim (including the right to settle the claim solely for
      monetary consideration), and shall cooperate as requested (at the expense of
      the
      Indemnifying Party) in the defense of the claim.

    


    10.3  NOTWITHSTANDING
      ANY OTHER PROVISION OF THIS AGREEMENT AND UNDER NO CIRCUMSTANCES WILL EITHER
      PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL OR
      PUNITIVE DAMAGES OR LOSS OF PROFITS, WHETHER BASED ON CONTRACT OR TORT, OR
      ARISING UNDER APPLICABLE LAW OR OTHERWISE.

    


    10.4
       All
      claims for indemnification (“Indemnity
      Claims”)
      by any
      indemnified party with respect to this Agreement (the “Indemnified
      Party”)
      hereunder shall be asserted and resolved as set forth in this Article 9. In
      the
      event that any written claim or demand for which a party (the “Indemnifying
      Party”)
      would
      be liable to any Indemnified Party hereunder is asserted against or sought
      to be
      collected from any Indemnified Party by a Third Party, such Indemnified Party
      shall promptly, but in no event more than ten (10) days following such
      Indemnified Party’s receipt of such claim or demand, notify the Indemnifying
      Party of such claim or demand and the amount or the estimated amount thereof
      to
      the extent then feasible (the “Claim
      Notice”).
      All
      indemnity claims by any Indemnified Party which do not involve Third Party
      claims shall be communicated via a Claim Notice to the other party promptly
      following discovery of such claim. The failure to provide such notice will
      not
      affect any rights under this Agreement except to the extent that the
      Indemnifying Party is materially prejudiced by such failure.

    


    10.5
       The
      Indemnifying Party shall have twenty (20) days from the delivery or mailing
      of
      the Claim Notice (the “Notice
      Period”)
      to
      notify the Indemnified Party whether or not it desires to defend the Indemnified
      Party against such claim or demand. An election to assume the defense of such
      claim or demand shall not be deemed to be an admission that the Indemnifying
      Party is liable to the Indemnified Party in respect of such claim or demand.
      All
      costs and expenses incurred by the Indemnifying Party in defending such claim
      or
      demand shall be a liability of, and shall be paid by, the Indemnifying Party;
      provided, however, that the amount of such expenses shall be subject to the
      limitations set forth in this Article 10.

    


    10.6
       In
      the
      event that it is ultimately determined that the Indemnifying Party is not
      obligated to indemnify, defend or hold the Indemnified Party harmless from
      and
      against any Third Party claim, the Indemnified Party shall reimburse the
      Indemnifying Party for any and all costs and expenses (including without
      limitation, attorney’s fees and court costs) incurred by the Indemnifying Party
      in its defense of the Third Party claim. In the event that the Indemnifying
      Party notifies the Indemnified Party within the Notice Period that it desires
      to
      defend the Indemnified Party against such claim or demand, the Indemnifying
      Party shall have the right to defend the Indemnified Party by appropriate
      proceedings. If any Indemnified Party desires to participate in, but not
      control, any such defense or settlement, it may do so at its sole cost and
      expense.

    


    10.7
       The
      Indemnified Party shall not settle a claim or demand without the consent of
      the
      Indemnifying Party, which shall not be unreasonably withheld. The Indemnifying
      Party may settle any claim or demand for monetary damages; it being understood
      that the Indemnifying Party shall not, without the prior written consent of
      the
      Indemnified Party, which shall not be unreasonably withheld, settle, compromise
      or offer to settle or compromise any such claim or demand on a basis which
      would
      result in the imposition of a consent order, injunction or decree that would
      restrict the future activity or conduct of the Indemnified Party or any
      subsidiary or Affiliate thereof.

    


    10.8 To
      the
      extent the Indemnifying Party shall control or participate in the defense or
      settlement of any Third Party claim or demand, the Indemnified Party will give
      the Indemnifying Party and its counsel access to, during normal business hours,
      the relevant business records and other documents, and shall permit them to
      consult with the employees and counsel of the Indemnified Party. The Indemnified
      Party shall use its commercially reasonable efforts to assist in the defense
      of
      all such claims.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

        
        

      

    

    
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    10.9
       If
      the
      Indemnifying Party shall fail to undertake in a timely manner the defense of
      any
      Third-Party claim or it is reasonably determined that representation by the
      Indemnifying Party’s counsel of both the Indemnifying Party and the Indemnified
      Party may present a conflict of interest, the Indemnified Party shall have
      the
      right to undertake the defense or settlement thereof at the Indemnifying Party’s
      expense. If the Indemnified Party assumes the defense of any such claim or
      proceeding pursuant to this Article 10.9 and proposes to settle such claim
      or
      proceeding prior to a final judgment thereon or to forgo any appeal with respect
      thereto, then the Indemnified Party shall give the Indemnifying Party timely
      written notice and the Indemnifying Party shall have the right to participate
      in
      the settlement or assume or reassume the defense of such claim or proceeding.
      No
      settlement that the Indemnifying Party is responsible for paying may be entered
      into without the approval of the Indemnifying Party.

    


    10.10 Any
      notice of a claim by reason of any of the warranties contained in this Agreement
      shall state specifically the warranty with respect to which the claim is made,
      the facts giving rise to an alleged basis for the claim, and the amount of
      the
      liability asserted against the Indemnifying Party by reason of the
      claim.

    


    10.11 The
      Indemnified Party shall take and shall cause its Affiliates to take all
      reasonable steps to mitigate any Loss upon becoming aware of any event which
      would reasonably be expected to, or does, give rise thereto, including incurring
      costs only to the minimum extent necessary to remedy a breach that gives rise
      to
      the Loss.

    


    ARTICLE
      11: Dispute Resolution

    


    11.1 The
      Parties agree that except as specified in Articles 11.3(f) and 11.3(i), in
      no
      event shall any dispute, controversy or claim arising under this Agreement
      be
      the subject of private litigation between the Parties. To the extent that a
      dispute, controversy or claim is related to compliance with the terms of this
      Agreement, or the validity, breach, termination or interpretation of this
      Agreement, such dispute, controversy or claim shall be resolved in accordance
      with Article 11.2.

    


    11.2 Each
      Party shall have the right to refer any dispute, controversy or claim related
      to
      compliance with the terms of this Agreement, or the validity, breach,
      termination or interpretation of this Agreement, to the senior management within
      each Party for resolution. The senior management shall have thirty (30) days
      in
      which to meet in good faith to resolve the dispute, controversy or claim. In
      the
      event that the senior management of both Parties are unable to resolve the
      matter within such thirty (30) day period the dispute, controversy or claim,
      shall be promptly submitted to the to the Chief Executive Officer of IBL or
      its
      designee and the Chief Executive Officer of Intellect or its designee (together,
      the “Senior Officers”) for resolution. In the event the Senior Officers are
      unable to resolve the dispute, controversy or claim within fifteen (15) days,
      such dispute, controversy or claim shall be resolved through binding arbitration
      pursuant to Article 11.3.

     

    11.3
      Arbitration

     

    
      	 	
              (a)

            	
              In
                the event that the Senior Officers are unable to resolve any dispute,
                controversy or claim between the Parties referred to them pursuant
                to
                Article 11.2 arising out of or in connection with compliance with
                this
                Agreement, or the validity, breach, termination or interpretation
                of this
                Agreement, the dispute, controversy or claim (other than a dispute,
                controversy or claim relating to patent scope, validity or infringement)
                shall, at the request of either Party be finally settled by binding
                arbitration in accordance with the then current Rules of Arbitration
                of
                the International Chamber of
                Commerce.

            


    

     

    
      	
            	(b)	
              The
                arbitration panel shall consist of three (3) arbitrators, each of
                whom
                must have legal or business experience in pharmaceutical licensing
                matters. The arbitrators are to be selected as follows: Intellect
                shall
                nominate one (1) such qualified arbitrator; IBL shall nominate one
                (1)
                such qualified arbitrator; and the two arbitrators so nominated shall
                nominate a third such qualified arbitrator, who shall be the presiding
                arbitrator, in each case subject to confirmation by the International
                Court of Arbitration of the International Chamber of Commerce (the
“ICC
                Court”). In the event either Intellect or IBL shall have failed to
                nominate a qualified arbitrator as provided above within fifteen
                (15) days
                after the other Party shall have nominated its arbitrator, or the
                two
                arbitrators so nominated shall fail to agree on a third arbitrator
                as
                provided above within thirty (30) days, the presiding arbitrator
                shall be
                appointed by the ICC Court.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

        
        

      

    

    
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            	(c)	
              The
                place of arbitration shall be New York and the language of the arbitration
                shall be English. 

            


    

    


    
      	
            	(d)	
              Except
                as otherwise provided in this Agreement, the arbitration procedure
                set
                forth in this Article 11.3 shall be the sole and exclusive means
                of
                settling or resolving any dispute referred to in this Article
                11.3.

            


    

     

    
      	
            	(e)	
              Within
                sixty (60) days after the third and presiding arbitrator has been
                confirmed by the ICC Court, the Parties shall exchange all documents
                in
                their respective possession that are relevant to the issues in dispute
                and
                not protected from disclosure by attorney-client privilege or other
                immunity. Each Party shall also be permitted to take sworn oral deposition
                of individuals, such depositions to be scheduled by mutual agreement
                and
                concluded within forty-five (45) days after the exchange of documents
                described above. At least fifteen (15) days prior to the first scheduled
                hearing date, the Parties shall identify the witnesses that they
                intend to
                present at the arbitration hearing and the documentation on which
                they
                intend to rely. The Parties shall use their commercially reasonable
                efforts to conclude the arbitration hearings within ten (10) months
                following the confirmation of the third and presiding arbitrator.
                The
                arbitrators shall issue their decision (including grounds and reasoning)
                in writing no later than sixty (60) days following the conclusion
                of the
                last arbitration hearing.

            


    

     

    
      	
            	(f)	
              The
                award of the arbitrators shall be final and binding on the Parties
                and may
                be presented by either of the Parties for enforcement in any court
                of
                competent jurisdiction, and the Parties hereby consent to the jurisdiction
                of such court solely for purposes of enforcement of this arbitration
                agreement and any order or award entered
                therein.

            


    

     

    
      	
            	(g)	
              Each
                Party shall bear its own attorney’s fees, costs, and disbursements arising
                out of the arbitration, and shall pay an equal share of the fees
                and costs
                of the arbitrators; provided, however, the arbitrators shall be authorized
                to determine whether a Party is the prevailing party, and if so,
                to award
                to that prevailing Party reimbursement for its reasonable attorneys’ fees,
                costs and disbursements and/or the fees and costs of the
                arbitrators.

            


    

     

    
      	
            	(h)	
              Provided
                the Agreement has not terminated, the Parties covenant to continue
                the
                performance under the Agreement in accordance with the terms thereof,
                pending the final resolution of the
                dispute.

            


    

     

    
      	 	
              (i)
                

            	
              Notwithstanding
                the foregoing, either Party shall have the right to pursue an action
                in a
                court of competent jurisdiction to obtain injunctive or other equitable
                remedy.

            


    

     

    ARTICLE
      12: Confidentiality

    


    12.1 Each
      Party will maintain in strictest confidence, and will ensure that its Affiliates
      and its and their consultants, employees, agents and representatives maintain
      in
      strictest confidence, and not publish, use or disclose for any purpose other
      than as set forth in this Agreement, all proprietary and confidential
      information or materials possessed or developed which has been or is provided
      by
      each Party to the other and whether developed before or after the Effective
      Date
      (“Confidential Information”). For the avoidance of doubt, Confidential
      Information shall include, but not be limited to, information or materials
      on
      substances, formulations, technology, equipment, data, reports, know-how,
      sources for supply, patent position and business plans inventions, discoveries,
      improvements and methods, business plans, marketing techniques or plans,
      manufacturing and other plant designs, location of operations, and any other
      information regarding the business operations of a Party or in relation to
      development, manufacture or commercialization of any Antibody hereunder. Each
      Party agrees that it will not use for any purpose other than the completion
      of
      the Agreement, and will not publish, disseminate, or disclose, in any manner,
      to
      any person not subject to restrictions of confidentiality at least as strict
      as
      those contained within this Agreement, any Confidential Information, except
      that
      a Party may disclose any portion of the Confidential Information that: (i)
      that
      Party is legally required to disclose, (ii) that Party can demonstrate by
      competent evidence has entered or enters the public domain through no act or
      fault of that Party, (iii) that Party can demonstrate by competent evidence
      was
      already known by that Party before receipt from the disclosing Party, or (iv)
      that Party can demonstrate by competent evidence was received by that Party,
      without restriction on disclosure, from a Third Party under no confidentiality
      obligation to the other Party.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

        
        

      

    

    
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        asterisks.

       

    

    12.2.
       Each
      party 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 but in no event less than
      reasonable care. Each Party will promptly notify the other upon discovery of
      any
      unauthorized use or disclosure of the Confidential Information. Each Party
      shall
      ensure that any agent, consultant or representative shall only receive such
      Confidential Information under restrictions of confidentiality at least as
      strict as those contained within this Agreement.

     

    12.3
      Each
      Party acknowledges that damages resulting from disclosure of the Confidential
      Information would be an inadequate remedy and that, notwithstanding the
      provisions of Article 11.1(a), in the event of any such disclosure or any
      indication of an intent to disclose such information, a Party (or its
      Affiliates) owning such information shall be entitled to seek, by way of private
      litigation, injunctive relief or other equitable relief in addition to any
      and
      all remedies available at law or in equity.

    


    12.4
       The
      provisions of this Article 12 will survive for ten (10) years after the
      termination or expiration of this Agreement.

     

    ARTICLE
      13: Miscellaneous

    


    13.1 Press
      Releases.
      The
      Parties agree that they may disclose publicly through press releases, upon
      signing this Agreement, the nature and scope of this Agreement in the form
      as
      mutually agreed by the Parties. Thereafter, the Parties may make such public
      disclosures regarding this Agreement as are reasonably necessary to comply
      with
      Laws or regulations or for appropriate market disclosure, and based on the
      advice of external securities law counsel. All press releases shall be approved
      in writing in advance by both Parties, except for such disclosures permitted
      pursuant to the preceding sentence, such approval not to be unreasonably
      withheld or delayed. 

    


    13.2 Amendment.
      No
      amendment, waiver or consent to this Agreement shall be effective unless in
      writing and signed by both Parties hereto.

    


    13.3  Assignment.
      Neither
      this Agreement nor any rights or obligations hereunder may be assigned or
      otherwise transferred by IBL to a Party which is not an Affiliate of IBL without
      the prior written consent of Intellect; provided, however, that IBL may assign
      this Agreement and its rights and obligations hereunder without Intellect’s
      consent in connection with the transfer or sale of all or substantially all
      of
      the business of IBL to a Third Party, whether by merger, sale of stock, sale
      of
      assets or otherwise. Any purported assignment in contravention of this Article
      13.3 shall, at the option of Intellect, be null and void and of no effect.
      No
      assignment shall release either Party from responsibility for the performance
      of
      any accrued obligation of such Party hereunder. This Agreement shall be binding
      upon and enforceable against the successor to or any permitted assignees of
      IBL.

    


    13.4 Intellect
      shall consult with IBL prior to an assignment by it of the rights or obligations
      hereunder to a Party which is not an Affiliate of Intellect; however Intellect
      may assign this Agreement without the consent of IBL. Intellect shall give
      IBL
      written notice within five Business Days of such assignment. No assignment
      shall
      release either Party from responsibility for the performance of any accrued
      obligation of such Party hereunder. This Agreement shall be binding upon and
      enforceable against the successor to or any permitted assignees of
      Intellect.

     

    13.5 In
      the
      event that an Affiliate to which a Party has assigned any of its rights or
      obligations under this Agreement ceases to be an Affiliate of that Party, the
      Affiliate shall assign back to that Party all such rights and obligations prior
      to it ceasing to be an Affiliate.

    


    13.6
      Merger,
      Acquisition and Sale of Company.
      In the
      event that Intellect merges with a Third Party or is acquired by a Third Party
      at the will of Intellect, or sells the company to a Third Party, no such merger,
      acquisition or sale of the company shall release either Party from
      responsibility for the performance of any accrued obligation of such Party
      hereunder,. This Agreement shall be binding upon and enforceable against the
      merged company, the acquiring company or purchasing company.

     

    13.7 Entire
      Agreement.
      This
      Agreement (including the Annexes hereto) constitutes the entire agreement of
      the
      Parties with respect to the Antibodies and supersedes any and all prior
      negotiations, correspondence and understandings between the Parties with respect
      to the subject matter hereof, whether oral or in writing. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

        
        

      

    

    
      Confidential
        Treatment 

      Confidential
        treatment has been
        requested for portions of this document marked with
        asterisks.

       

    

    13.8 Governing
      Law.
      This
      Agreement shall be governed by, construed and enforced in accordance with the
      Laws of the State of New York and the United States of America without regard
      to
      the conflicts of Laws principles thereof. 

    


    13.9  Notices.
      All
      notices and other communications pursuant to this Agreement shall be in writing,
      shall be effective when received, and shall be deemed to have been received
      on
      the date of delivery if delivered personally; or on the second business day
      after the business day of deposit with Federal Express or other similar courier
      for overnight delivery, freight prepaid; in each such case, addressed as follows
      (until any such address is changed by notice duly given): 

    


    To
      Intellect:

     

    Intellect
      Neurosciences, Inc

    7
      West
      18th
      Street

    New
      York,
      NY 10011

     

    Attention:
      Elliot Maza

    Executive
      Vice President and Chief Financial Officer

    Fax:
      212-448-9600

    with
      a
      copy to:

     

    Timothy
      Maguire, Esq.

    Brown
      Rudnick Berlack Israels

    One
      Financial Center

    Boston,
      MA 02111

    Fax:
      (617) 856-8201

     

    To
      IBL:

    


    Immuno-Biological
      Laboratories Co., Ltd.

    5-1
      Aramachi, Takasaki-Shi, Gunma 

    370-0831,
      JAPAN

    


    Attention:
      Tsutomu Seito, President

    Fax:
      +81
      27-310-8045

    


    


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

    


    13.11
        No
      Agency.
      It is
      understood and agreed that nothing in this Agreement shall be construed as
      authorization for either Party to act as agent for the other. 

    


    13.12  Force
      Majeure.
      Each
      Party hereto shall be relieved of its obligations hereunder to the extent that
      fulfillment of such obligations shall be prevented by acts beyond its reasonable
      control.

    


    13.13 Titles.
      The
      titles of the Articles of this Agreement are for general information and
      reference only, and this Agreement shall not be construed by reference to such
      titles.

    


    13.14  Severability.
      Each
      Party agrees that, should any provision of this Agreement be determined by
      a
      court of competent jurisdiction to violate or contravene any applicable law
      or
      policy, such provision will be severed or modified by the court to the extent
      necessary to comply with the applicable law or policy, and such modified
      provision and the remainder of the provisions hereof will continue in full
      force
      and effect.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

        
        

      

    

    
      Confidential
        Treatment 

      Confidential
        treatment has been
        requested for portions of this document marked with
        asterisks.

       

    

    13.15 Waiver.
      Failure
      by either Party to enforce any rights under this Agreement shall not be
      construed as a waiver of such rights nor shall a waiver by either Party in
      one
      or more instances be construed as constituting a continuing waiver or as a
      waiver in other instances.

    


    13.16 
      Third
      Party Beneficiaries.
      This
      Agreement is neither expressly nor impliedly made for the benefit of any party
      other than those executing it.

    


    13.1 Expenses.
      Except
      as otherwise specified in this Agreement, all costs and expenses, including
      fees
      and disbursements of counsel, financial advisors and accountants, incurred
      in
      connection with this Agreement and the transactions contemplated hereby will
      be
      paid by the party incurring such costs and expenses.

    


    13.18 Specific
      Performance.
      The
      parties hereto agree that irreparable damage would occur in the event any
      provision of this Agreement were not performed in accordance with the terms
      hereof and that the parties hereto will be entitled to specific performance
      of
      the terms hereof, in addition to any other remedy at law or in equity without
      the necessity of demonstrating the inadequacy of monetary damages and without
      the posting of a bond.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

        
        

      

    

    
      Confidential
        Treatment 

      Confidential
        treatment has been
        requested for portions of this document marked with
        asterisks.

       

    

    IN
      WITNESS WHEREOF,
      the
      undersigned have executed this Agreement on the day and year first above
      written.

     

    Immuno-Biological
      Laboratories Co., Ltd.

     

    __________________________

    Name:
      Tsutomu Seito

    Title:
      President

     

    Date:
      _______________

     

    Intellect
      Neurosciences, Inc

     

    __________________________

    Name:
      

    Title:
      

     

    Date:
      _______________

    
       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

          
          

          
          

        

      

    

    
      Confidential
        Treatment 

      Confidential
        treatment has been
        requested for portions of this document marked with
        asterisks.

       

    

    SCHEDULE
      1

     

    82E1
      ANTIBODY DELIVERABLES

     

    
      	1.	
              The
                humanized monoclonal antibody referred to as
                82E1

            


    

    


    
      
        	
              	i)	
                The
                  secreting CHO cell lines

              


      

    

    
      	
            	
              ii)

            	
              The
                cDNA sequence in variable region of the
                antibody

            


    

    
      	
            	iii)	
              Expression
                vector

            


    

    


    
      	2.	
              The
                murine monoclonal antibody referred to as
                82E1

            


    

    


    
      
        	
              	i)	
                The
                  secreting Hybridoma cell
                  lines

              


      

    

    
      	
            	ii)	
              The
                cDNA sequence in variable region of the
                antibody

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

        
        

      

    

    
      Confidential
        Treatment 

      Confidential
        treatment has been
        requested for portions of this document marked with
        asterisks.

       

    

    SCHEDULE
      2

     

    1A10
      ANTIBODY DELIVERABLES

     

    
      	1.	
              The
                murine monoclonal antibody referred to as
                1A10

            


    

    
      	
            	i)	
              The
                secreting Hybridoma cell lines

            


    

    
      	
            	ii)	
              The
                cDNA sequence in variable region of the
                antibody

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

        
        

      

    

    
      Confidential
        Treatment 

      Confidential
        treatment has been
        requested for portions of this document marked with
        asterisks.

       

    

    SCHEDULE
      3

     

    IBL
      PATENTS AND CORRESPONDING APPLICATIONS

     

    
      	1.	
              PCT/JP2004/13536(Filed
                09/16/2004), entered into Japan (Application No. 2006-510156), US
                (Application No.10/589,969) and EP (Application
                No.04821687.3)

            


    

     

    
      	 	
              “MONOCLONAL
                ANTIBODY AND USE THEREOF”

            


    

     

    
      	2.	
              PCT/US2006/031517(Filed
                08/11/2006)

            


    

     

    
      	 	
              “METHODS
                TO EVALUATE AB-LOWERING AGENTS USING WILDTYPE
                MICE

            


    

     

    
      
        
          	3.	
                  US60/843,460(Filed
                    09/08/2006)

                


        

      

    

     

    
      	 	
              “DEGLYCOSYLATED
                ANTI-AMYLOID BETA ANTIBODIES INDUCE AMYLOID BETA SEQUESTRATION WITH
                REDUCED MICROGLIAL PHAGOCYTOSIS AND CYTOKINE
                RELEASE”