Exhibit
      10.8

    


    THIS
      AMENDED AND RESTATED LICENSE AGREEMENT is made
      as of April 3, 2003

    


    between:

     

    
      	
              (1)

            	
              Elan
                Pharmaceuticals, Inc., a Delaware corporation laving a place of business
                at 800 Gateway Blvd., San Francisco, California
                94080;

            


    

     

    
      	
              (2)

            	
              IE
                Oncology Company Limited, an international business company incorporated
                under the, laws of Barbados and having its registered office at Bishop's
                Court Hill, St. Michael, Barbados;
                and

            


    

     

    
      	
              (3)

            	
              Inex
                Pharmaceuticals Corporation, a company duly amalgamated and validly
                existing under the laws of British Columbia and having its principal
                place
                of business at 100,8900
                Glenlyon Parkway, Burnaby, British Columbia,
                Canada.

            


    

     

    and
      acknowledged and agreed to by:

     

    
      	
              (1)

            	
              Elan
                Corporation, plc., a
                public limited company incorporated under
                the
                laws of Ireland,
                and having its registered office at Lincoln House, Lincoln Place,
                Dublin
                2, Ireland;

            


    

     

    
      	
              (2)

            	
              Elan
                Pharma International ltd. incorporated
                under the laws of Ireland, and -having its registered office at WIL
                House,
                Shannon Business Park, Shannon, County
                Clare, Ireland;
                and

            


    

     

    
      	
              (3)

            	
              Inex
                International holdings Ltd., a
                Bermuda exempted limited liability company established under the
                laws of
                Bermuda with an office at Cedar House, 41 Cedar Avenue, Hamilton,
                Bermuda.

            


    

     

    RECITALS:

     

    
      	
              A.

            	
              Under
                that certain License Agreement dated April 27, 2001, EPIL (as defined
                below), .Elan Corp (as defined below) and Elan (as defined below)
                licensed
                to IE Oncology (as defined below) certain intellectual property owned,
                licensed or controlled by EPlf,, Elan Core or Elan (the "original
                License").

            


    

     

    
      	
              B.

            	
              The
                Original License was issued in connection with the formation of IE
                Oncology by the Original Parties (as defined below) for the purposes
                of
                development of certain oncology
                products.

            


    

     

    
      	
              C.

            	
              On
                or about December 28, 2001, Elan acquired TLC (as defined below),
                including the intellectual property formerly owned, licensed, or
                controlled by TLC and licensed to IE Oncology under the Original
                License.

            


    

     

    
      	
              D.

            	
              The
                Original Parties have agreed under a Termination Agreement, of even
                date
                herewith, to terminate their joint venture -relationship
                and for
                an Affiliate
                of Inex (as defined below) to
                acquire all shares of IE Oncology held by EIS (as defined below)
                and
                certain shareholder loans provided by EIS to IE
                Oncology.

            


    

    


    
      	
              E.

            	
              As
                part of the termination of the joint venture relationship, Elan,
                EPIL,
                Elan Corp, IE Oncology, Inex and IIH (as defined below) have agreed
                to
                amend and restate the Original
                License.

            


    


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    
      	
              1

            	
              DEFINITIONS;
                INTERPRETATION

            


    

     

    
      	
              1.1

            	
              Definitions.
                In
                this Agreement unless the context otherwise
                requires:

            


    

     

    "Affiliate"
      shall
      mean any corporation or entity controlling, controlled or under the common
      control of Elan, IE Oncology, or any third party, as the case may be, excluding,
      in the case of Elan or any Affiliate of Elan, an Elan JV. For the purpose of
      this definition, (i) "control" shall mean direct or indirect ownership of fifty
      percent (50%) or more of the stock or shares entitled to vote for the election
      of directors; and (ii) IE Oncology shall not be an Affiliate of Elan or of
      any
      of Elan's Affiliates.

     

    "Agreement"
      shall
      mean this amended and restated license agreement (which expression shall be
      deemed to include the Recitals and Schedules hereto).

     

    "Amended
      Effective Date"
      shall
      mean the date hereof.

     

    "Confidential
      Information"
      shall
      have the meaning set forth in Clause 11.

     

    "Original
      Effective Date"
      shall
      mean April 27, 200 1.

     

    "EIS"
      shall
      mean Elan International Services, Ltd., a Bermuda exempted limited liability
      company incorporated under the laws of Bermuda, and having its registered office
      at Clarendon House, 2 Church St., Hamilton, Bermuda.

     

    "Elan"
      shall
      mean Elan Pharmaceuticals, Inc.

     

    "Elan
      Corp"
      shall
      mean Elan
      Corporation, plc, a public limited company incorporated under the laws of
      Ireland.

     

    "Elan
      Improvements"
      shall
      mean any and all improvements made to the Elan Patents and/or the Elan Know-How
      that are conceived, created, developed and/or otherwise invented by IE Oncology
      or its permitted sublicensees at any bane after the Amended Effective
      date.

     

    "Elan
      Intellectual Property"
      shall
      mean the Elan Know-How, the Elan Patents and the Elan Improvements.

     

    “Elan
      JV”
      shall
      mean an entity that Elan and a third party (i) establish or have established,
      (ii) take shareholdings in or have a fight to take shareholdings in, and
      (iii)

    grant
      certain licenses in and to certain intellectual property rights for the purpose
      of implementing a strategic alliance.

     

    "Elan
      Know-How"
      shall
      mean the rights owned by or licensed to Elan to the specific scientific,
      pharmaceutical or technical information, data, discoveries, inventions (whether
      patentable or not), know-how, substances, techniques, processes, systems,
      formulations, designs and expertise relating to liposome technology, which
      is
      not generally known to the public.

     

    "Elan
      License"
      shall
      have the meaning set forth in Clause 2.

     

    "Elan
      Patents" shall
      mean the patents listed in Schedule 1, and any foreign counterparts thereof
      and
      all divisionals, continuations, continuations-in-part and all patents issuing
      on
      any of the foregoing and any foreign counterparts thereof, together with all
      registrations, reissues, reexaminations, supplemental protection certificates,
      or extensions thereof and any
      foreign counterparts thereof (together, the "Supplemental Filings"), provided
      that nothing herein will require Elan to make any Supplemental
      Filings.

     

    "Elan
      Third Party Agreements"
      shall
      mean the UBC Agreement, the Regents" Agreement and the NeXstar
      Agreement.

     


    
      
         

      

      
        2

        
          

        

      

      
         

      

    


    "EPIL"
      shall
      mean Elan Pharma International Limited, a private limited company incorporated
      under the laws of Ireland.

     

    "Field"
      shall
      mean the use of vincristine sulfate in human therapeutics by administration
      of
      the products.

     

    "FDA"
      shall
      mean the United States Food and Drug Administration or any other successor
      agency whose approval is necessary to market the products in the United States
      of America.

     

    "Force Majeure"
      shall
      mean causes beyond a party's reasonable control, including, without limitation,
      acts of God, fires, strikes, acts of war, terrorism, or intervention of a
Governmental
      Authority (including any RHA),

     

    "Governmental
      Authority" shall
      mean all governmental and regulatory bodies, agencies, departments or entities
      that regulate, direct or control commercial and other related activities in
      a
      country of the Territory.

     

    "IE
      Oncology"
      shall
      mean IE Oncology Company Limited, are international business company
      incorporated under the laws of Barbados, and having its registered office at
      Bishop's Court Hill, St. Michael, Barbados, and its Affiliates.

     

    "IIH"
      shall
      mean Inex International Holdings Ltd., a Bermuda exempted limited liability
      company established under the laws of Bermuda with an office at Cedar House,
      41
      Cedar Avenue, Hamilton, Bermuda.

    


    “Inex”
shall
      mean Inex Pharmaceuticals Corporation, a corporation duly amalgamate-d and
      validly existing under the laws of British Columbia and having its principal
      place of business at 100-8900 Glenlyon Park-way, Burnaby, British Columbia,
      Canada and its Affiliates.

     

    "Infringement
      Claim"
      shall
      mean any claim or proceeding made against IE Oncology or Elan, as the case
      may
      be, alleging infringement or other unauthorized use of the proprietary rights
      of
      a third party arising from the exploitation of the Elan Intellectual property
      relating to the. manufacture, importation, use, offer for sale, sale, or other
      commercialization of the Products.

     

    "Licensed
      Method"
      shall
      mean any process or method that is covered by the regents' Sublicense or the
      use
      or practice of which would constitute, but
      for
      the regents' Sublicense
      granted to IE Oncology herein pursuant to this Agreement, an infringement of
      any
      pending or issued claim within Regents' Patent Rights.

     

    "Liposome
      License"
      shall
      have the meaning set forth in Clause 2.1 (1).

     

    "MHBV"
      shall
      mean Monksland Holdings, B.V., a Netherlands corporation and a wholly-owned
      subsidiary of Elan, Amssteldijk 166, Burgmeester Rijnderslaan 10, 1885 NC
      Amstelveen, the Netherlands.

     

    "NeXstar
      Agreement"
      shall
      mean that certain agreement by and between NeXstar Pharmaceuticals and TLC,
      dated March 24, 1993.

     

    “Original
      License”
      shall
      have the meaning set forth in Recital A.

     

    "Original
      Parties"
      , shall
      mean Elan Corp, EPIL, TLC, EIS, Inex, IE Oncology, MHBV and IIH.

     

    "Party"
      shall
      mean Elan, Inex, or IE Oncology, as the case may be, and "Parties" means Elan,
      Inex and IE Oncology.

     

    "Products"
      shall
      mean vincristine sulfate liposomes.

     


    
      
         

      

      
        3

        
          

        

      

      
         

      

    


    “Regents’
      Agreement”
shall
      mean that certain Exclusive License Agreement for Liposome
      Technology by and
      between
      "FLC and The Regents of the University of California, made and effective as
      of
      26 June 1990.

    

      "Regents'
        Patent Rights"
        means
        all U.S. and foreign patents and patent applications; any reissues,
        reexaminations, extensions, continuations, and divisions, and continuations-
        in-part applications (to the extent that the claims in the continuation-in-part
        application are adequately supported in patent application serial no.
776,826);
        and any patents issuing thereon,
        based on any subject
        matter claimed
        in or covered by the following:

      

        
          	 	
                  (i)

                	
                  U.S.
                    Patent Application serial no. 220,388 entitled "Improved Method
                    for
                    Loading
                    Lipid-Like Vesicles with Drugs or Other Chemicals" tiled July
                    12, 1988
                    by
                    Rolf Mehlhorn and assigned to The Regents of the University of
                    California,
                    a continuation
                    application of U.S. Patent Application serial no. 776,826 filed
                    September
                    17, 1985, now abandoned; and

                


        

        


        
          	 	
                  (ii)

                	
                  U.S.
                    Patent Application serial no. 547,382 entitled “Improved Method for
                    Loading Lipid-Like Vesicles with Drugs or Other Chemicals” filed July 3,
                    1990 by Rolf Mehlhorn and assigned to The Regents of the University
                    of
                    California, a continuation application of U.S. Patent Application
                    serial
                    no. 220,388 f led duly 12,
                    1988.

                


        

      

       

    

    "Regents'
      Sublicense"
      shall
      have the meaning set forth in Clause 2.1(2).

     

    "Regulatory
      Application"
      shall
      mean any regulatory application or any other application for Regulatory Approval
      for the Products, which IE Oncology or any Affiliate or sublicensee of IE
      Oncology files in the Territory, including any supplements or amendments
      thereto.

     

    “Regulatory
      Approval"
      shall
      mean the final approval to market the Products in any country of the Territory,
      including pricing and reimbursement approval and any other approval which is
      required to launch the Products in the normal course of business..

     

    "Relevant
      Event"
      shall
      have the meaning set forth in Clause 9-3.

     

    "RHA"
      shall
      mean all relevant government health authorities (or successor agency thereof)
      in
      each country of the Territory whose approval is necessary to market the Products
      in the relevant country of the Territory.

     

    "Term"
      shall
      have the meaning set forth in Clause 9.1.

     

    "Territory"
      shall
      mean all the countries of the world.

     

    "TLC"
      shall
      mean The Liposome Company, Inc., a corporation formerly incorporated under
      the
      laws of the State of Delaware, United States of America, and having its
      registered office at One Research way,
      Princeton,
      dew Jersey, United States of America.

     

    "UBC
      Agreement"
      shall
      mean the University of British Columbia Research Project Agreement dated May
      8,
      1984, as amended effective May 8,1985, May 8, 1986, May 8, 1988 and May 8,
      1991,
      between The University of British Columbia and TLC, which was assigned to Elan
      on December 28, 2001,

     

    "United
      States Dollar",
      "Dollar",
      "$'
      and
      "US$"
      shall
      mean the lawful currency for the time being of the United States of
      America,

     


    
      
         

      

      
        4

        
          

        

      

      
         

      

    


    
      	
              1.2

            	
              Interpretation.
                In
                this Agreement:

            


    

    

      
        	 	
                (i)

              	
                The
                  singular includes the plural and vice versa, and the masculine
                  includes
                  the feminine and vice versa and the neuter includes the
                  masculine and
                  the feminine.

              


      

      


      
        	 	
                (ii)

              	
                Any
                  reference to a Clause or Schedule shall, unless otherwise specifically
                  provided, he to a Clause or Schedule of this
                  Agreement.

              


      

      


      
        	 	
                (iii)

              	
                The
                  headings of this Agreement are for ease of reference only and shall
                  not
                  affect its construction or
                  interpretation.

              


      

    

     

    
      	
              1.3

            	
              This
                Agreement is amended and restated as of the Amended Effective Date.
                

            


    

     

    
      	
              2
                

            	
              LICENSES

            


    

     

    
      	
              2.1

            	
              Elan
                hereby grants to IE Oncology for the
                Term:

            


    

     

    


    
      	 	
              (1)

            	
              a
                paid up, exclusive license to the Elan Intellectual Property, excluding
                the Regents' Patent Rights, to develop, make, have made, import,
                use,
                offer for sale and sell the Products in the Meld in the Territory,
                subject
                to any contractual obligations that Elan may have and rights of third
                parties as of the Amended Effective Date with respect to the Elan
                Third
                Party Agreements (the "Liposome
                License");
                and

            


    

    


    
      	 	
              (2)

            	
              subject
                to (i) a license granted to TLC in the Regents' Agreement; and (ii)
                the
                terms, conditions and limitations of the Regents' Agreement, a
                non-exclusive sublicense to the Regents' Patent Rights to make, have
                made,
                use, and sell the Products in the Field in the Territory and a
                non-exclusive sublicense to practice the Licensed Method, subject
                to
                any contractual obligations that Elan may have and rights of third
                parties
                as of the Amended Effective Date with respect to the Elan Third Party
                Agreements ("Regents'
                Sublicense")

            


    

    


    (collectively,
      the Liposome License and Regents' Sublicense are referred to herein as the
      "Elan
      License"),

    


    Notwithstanding
      anything contained in this Agreement to the contrary and for the avoidance
      of
      doubt, no license is granted to use or otherwise exploit the Elan Intellectual
      Property outside of the Field.

    


    
      	
              2.2

            	
              Sublicensing
                by IE Oncology

            


    

     

    
      	 	
              (1)

            	
              Subject
                to the prior written consent of Elan, which shall not be unreasonably
                withheld or delayed and any required third party consent under the
                Elan
                Third Party Agreements, IE Oncology shall be entitled to grant sublicenses
                in respect of the Elan License to, as applicable, develop, make or
                have
                made, import, use, offer for sale and sell the Products in the Field
                in
                one or more countries of the
                Territory.

            


    

     

    
      	 	
              (2)

            	
              Any
                sublicense granted hereunder shall be pursuant to a written agreement,
                which agreement shall be subject to the written approval of Elan,
                such
                approval not to be unreasonably withheld or delayed, on the same
                terms
                mutatis mutandis as the tees
                of this Agreement insofar as they are applicable (``Sublicense
                Agreement"), but excluding the tight to grant a further sublicense.,
                other
                than 'to Affiliates of a
                sublicensee.

            


    


    
      
         

      

      
        5

        
          

        

      

      
         

      

    


    
      	 	
              (3)

            	
              Elan
                shall have the right to enforce the tees of any Sublicense Agreement
                relating to the intellectual property included in the Elan License
                and
                shall be named a third party beneficiary thereunder; provided, however
                that Elan will not be a party to, any Sublicense
                Agreements.

            


    

    


    
      	 	
               (4)

            	
              All
                Sublicense Agreements and all rights and licenses granted thereunder
                shall
                automatically terminate for the country or countries covered by the
                sublicense if this Agreement
                terminates, howsoever terminated.

            


    

     

    
      	 	
              (5)

            	
              IE
                Oncology and Inex shall remain jointly and severally liable and
                responsible for all acts and omissions of any sublicensee, as if
                they were
                acts and omissions by IE Oncology and
                Inex.

            


    

     

    
      	
              2.3

            	
              The
                Parties intend that the Elan License shall be deemed to be "intellectual
                property" as defined in Section 101(56) of the united States Bankruptcy
                Code, as amended the "Code"), and that this Agreement shall be governed
                by
                Section 365(n) of the Code in the event a bankruptcy or similar proceeding
                is commenced with respect to .Elan and that IE Oncology may elect
                not to
                terminate this Agreement in the event Elan or a bankruptcy trustee
                rejects
                this Agreement.

            


    

     

    
      	
              3

            	
              INTELLECTUAL
                PROPERTY

            


    

     

    
      	
              3.1

            	
              Ownership
                of Intellectual Property.

            


    

    


    
      	(1)	
              Elan
                owns and shall remain the owner of the Elan Intellectual Property.
                

            


    

     

    
      	
              3.2

            	
              Patent
                Prosecution and
                Maintenance.

            


    

     

    
      	 	
              (1)

            	
              Elan,
                at its sole discretion and expense,
                may:

            


    

    

      
        	 	
                (i)

              	
                secure
                  the grant of any patent applications within the Elan Intellectual
                  Property;

              


      

      


      
        	 	
                (ii)

              	
                file
                  and prosecute patent applications on patentable inventions and
                  discoveries
                  relating to the same;

              


      

      
        	 	 	 


        	 	
                (iii)

              	
                defend
                  all such applications against third party oppositions;
                  and

              


      

      
        	 	 	 


        	 	
                (iv)

              	
                maintain
                  in force any issued letters patent relating to the
                  same.

              


      

       

    

    
      	 	
              (2)

            	
              IE
                Oncology shall, and shall cause its permitted sublicensces to, promptly
                notify Elan of any Elan Improvements. IE Oncology shall, and shall
                cause
                its permitted sublicensees
                to, fully cooperate with Elan, at Elan's expense, in perfecting Elan's
                ownership and other proprietary rights in respect of any of the Elan
                Improvements and shall execute and deliver to Elan any documents
                that Elan
                may reasonably require with respect
                thereto.

            


    

     

    
      	 	
              (3)

            	
              Elan
                will use reasonable efforts to keep IE Oncology informed of the course
                of
                any decision to abandon a pending or issued claim under the Elan
                Patents
                its any country or country in the Territory in which such Elan Patents
                are
                currently maintained.

            


    


    
      
         

      

      
        6

        
          

        

      

      
         

      

    


    
      	
              3.3

            	
              Third
                Party Agreements.

            


    

     

    
      	 	
              (1)

            	
              During
                the term of this Agreement Elan may, in its sole discretion, continue
                to
                maintain or terminate, in whole or in part (including any rights
                or
                licenses granted to Elan thereunder) the Regents' Agreement. Elan
                will
                keep IE Oncology informed of any anticipated material change in status
                of
                the Regents' Agreement: that, to Elan's knowledge, would result in
                the
                Regents' Agreement or any portion thereof (including any license
                granted
                to Elan thereunder) being
                terminated.

            


    

     

    
      	 	
              (2)

            	
              If
                Elan decides, in its sole discretion, that it does not wish to continue
                to
                maintain the Regents' Agreement (or any portion thereof), then, ninety
                (90) days prior to voluntarily surrendering its rights under or
                terminating the Regents' Agreement, Elan will advise IE Oncology
                in
                writing of such decision and, at Elan's option, request that IE
                Oncology:

            


    

    

      
        	 	
                (i)

              	
                pursuant
                  to a written agreement acceptable to both Elan and IE Oncology,
                  undertake
                  to perform all of (or the relevant portion of) Man's obligations
                  thereunder on behalf of Elan, including payment of all amounts
                  due under
                  the Regents' Agreement, in which case the Regents' Agreement shall
                  continue in
                  full force and
                  effect;

              


      

      
        	 	
                (ii)

              	
                pursuant
                  to a written agreement acceptable to Elan, IE Oncology and The
                  Regents of
                  the University of California, take assignment of, or designate
                  a nominee
                  for the assignment of, the Regents' Agreement, subject to the consent
                  of
                  IE Oncology, The Regents of the University of California and any
                  other
                  required consent and upon such terms and conditions as Elan, IE
                  Oncology
                  (or its nominee) and The Regents of the University of California
                  may
                  agree; or

              


      

      
        	 	
                (iii)

              	
                negotiate
                  in good faith with The Regents of the University of California
                  to obtain a
                  license, at IE Oncology's sole cost and expense, to the Regents'
                  Patent
                  Rights in the Field and Elan shall reasonably assist and cooperate
                  with IE
                  Oncology in obtaining such a license from The Regents of the University
                  of California.

              


      

    

     

    
      	 	
              (3)

            	
              IE
                Oncology and Inex shall jointly and severally indemnify, defend and
                hold
                Elan and its Affiliates harmless against any and all actions, claims
                and
                proceedings (whether successful or otherwise), losses, responsibilities,
                damages; liabilities, injuries, costs and expenses, including reasonable
                attorneys' fees, arising out of the performance or breach of the
                obligations undertaken by IE Oncology pursuant to Clause 3.3(2)(1)
                and/or
                pursuant to an assignment of the Regents' Agreement to IE Oncology
                or its
                nominee pursuant to 3.3(2)(ii).

            


    

     

    For
      the
      avoidance of doubt, Elan shall have no further responsibility under this Section
      3.3 if, pursuant to Elan's election under Clause 3.3(2), IE Oncology (1) refuses
      to undertake Elan's obligations under the Regents' Agreement pursuant to Clause
      3.3(2)(1) above; (ii) refuses to take assignment of, or designate a nominee
      for
      the assignment of, the Regents' Agreement pursuant to Clause 3.3(2)(1i); or
      (iii) is unable to negotiate a license with The Regents of the University of
      California under Section 3.3(2)(iii) above. Thereafter, the obligations of
      Elan
      under this Section 3.3 shall be deemed null and void and this Section 3.3 shall
      be of no further force and effect on the parties hereto.

     


    
      
         

      

      
        7

        
          

        

      

      
         

      

    


    
      	
              3.4
                

            	
              Enforcement,

            


    

     

    
      	 	
              (1)

            	
              IE
                Oncology shall. promptly notify Elan In
                writing
                of any actual or alleged unauthorized use of the Elan Intellectual
                Property in the Field in the Territory by a third party of which
                it
                becomes aware and shall provide Elan with any available: evidence
                of such
                unauthorized use.

            


    

     

    
      	 	
              (2)

            	
              Elan
                shall have the right in its discretion, but not the obligation, to
                enforce
                for Elan's own benefit (including by agreement or by litigation)
                Elan's
                intellectual property rights under the Elan Intellectual Property.
                IE
                Oncology and Inex shall reasonably cooperate with Elan to enforce
                such
                rights, provided that IE Oncology and Inex shall be reimbursed for
                reasonable out-of-pocket expenses incurred in providing such cooperation.
                Elan shall advise IE Oncology and Inex of any such suit or proceedings
                that it may commence.

            


    

     

    
      	 	
              (3)

            	
              Should
                Elan decide not to enforce its rights under the Elan Intellectual
                Property
                against such unauthorized use in the Field, within a reasonable period,
                but in any event within 20 days after receiving written notice of
                such
                actual or alleged unauthorized use, IE Oncology may initiate such
                proceedings in IE Oncology's name, at IE Oncology's sole cost and
                expense
                and for IE Oncology's sole benefit. Elan will lend its name to such
                action
                on IE Oncology's behalf as necessary, unless Elan believes in good
                faith
                that such an action may be illegal, without merit or harmful to Elan's
                business strategy. IE Oncology shall advise Elan of any such suit
                or
                proceedings commenced by IE
                Oncology.

            


    

     

    
      	 	
              (4)

            	
              The
                Party bearing the cost of such action or proceeding shall be entitled
                to
                retain all proceeds of such action or proceeding, after reimbursement
                to
                the other Parties hereto of any reasonable out-of-pocket expenses
                (including reasonable attorneys' fees)
                that are incurred as a result of such other Party's participation
                in such action or
                proceeding.

            


    

     

    
      	
              3.5

            	
              Defense.

            


    

     

    
      	 	
              (1)

            	
              Each
                of IE Oncology and Elan shall promptly notify the other in writing
                of any
                claim or proceedings made against IE Oncology or Elate, as the case
                may
                be, alleging infringement or other unauthorized use
                of
                the proprietary rights of a third party arising from the exploitation
                of
                the Elan Intellectual Property, including the manufacture, importation,
                use, offer for sale, sale or other commercialization of the
                Products.

            


    

     

    
      	 	
              (2)

            	
              Subject
                to Clause 8.6, Elan shall have the right, but not the obligation,
                to take
                over the conduct and control
                of
                any Infringement Claim brought against Elan (."Step-In Right"); provided,
                however, that IE Oncology's and Inex's respective indemnify obligations
                under Clause 8.4 shall continue.

            


    

     

    
      	
              4
                

            	
              MANUFACTURING/EXPLOITATION

            


    

     

    
      	
              4.1

            	
              IE
                Oncology will be solely responsible for the development, manufacture,
                storage, handling, packaging, promotion, distribution., marketing
                and sale
                of the Products in each country of the Territory and for ensuring
                that all
                such activities are in strict compliance with all the legal and regulatory
                requirements of each country in the Territory (including, for the
                avoidance of doubt, all legal and regulatory requirements relating
                to
                patent marking).

            


    

     

    
      	
              4.2

            	
              All
                advertising, promotional materials and marketing and any costs and/or
                expenses associated therewith in respect of the Products shall be
                the sole
                responsibility of IE Oncology.

            


    

     


    
      
         

      

      
        8

        
          

        

      

      
         

      

    


    
      	
              4.3

            	
              IE
                Oncology shall research, develop, make, have made, import, export,
                use,
                offer for sale and sell the Products in accordance with all statutes,
                regulations and requirements of the FDA and other RDAs, including
                without
                limitations, cGMP, cGLP, cGMP
                regulations.

            


    

     

    
      	
              4.4

            	
              For
                the avoidance of doubt, Elan shall have no responsibility of any
                nature
                whatsoever to carry out any work or activity of the kind described
                in this
                Clause 4 or any other work or activity whatsoever, otherwise than
                as
                expressly agreed in this Agreement.

            


    

     

    
      	
              5

            	
              REGULATORY
                APPROVALS

            


    

     

    
      	
              5.1

            	
              For
                the avoidance of doubt, IE Oncology shall have full responsibility
                for its
                dealings with the FDA and other RHAs relating to the Products and
                Elan
                shall
                have no responsibility
                of any nature relating thereto; provided, however, that IE Oncology
                shall
                promptly advise Elan of any notices or other communications relating
                to
                the safety of any Products.

            


    

     

    
      	
              5.2

            	
              Any
                and all Regulatory Applications filed by IE Oncology or its permitted
                sublicensees for the products shall be the property of IE
                Oncology.

            


    

     

    For
      the
      avoidance of doubt, the costs and expenses in relation to any filings and/or
      proceedings made by IE Oncology to a Governmental Authority and the FLEA and
      other RHAs, including post approval studies required by such authorities in
      respect of the Products, and the maintenance of any approval relating thereto
      including Regulatory Approvals, shall be paid by IE Oncology.

     

    
      	
              6

            	
              INSURANCE

            


    

     

    During
      the tern) of this Agreement and for a period of five years thereafter, IE
      Oncology shall maintain and shall cause its permitted sublicensees
      to maintain adequate comprehensive general liability insurance, including
      product liability insurance, on the Products.

     

    
      	
              7

            	
              FINANCIAL
                PROVISIONS

            


    

    

      
        	
                7.
                  1

              	
                Original
                  License Fee.
                  Elan confirms that at the Original Effective Date IE Oncology paid,
                  in cash, to Elan
                  Corp and certain of its Affiliates, a non-refundable license fee
                  (the
                  "Original License Fee"). The Parties confirm that the Original
                  License Fee
                  was not, and is not subject to future performance obligations of
                  Elan to
                  IE Oncology or Inex, and that other than the Original License Fee,
                  which
                  has been paid, no other fee, royalty or payment is payable by IE
                  Oncology
                  or any affiliate of IE Oncology to Elan or any Affiliate in respect
                  of
                  this Agreement.

              


      

       

      
        	
                7.2

              	
                Third
                  Party Fees.
                  IE
                  Oncology and Inex shall be jointly and severally liable and responsible
                  for royalties, milestones, or other payments, if any arising under
                  the
                  Elan Third Party Agreements from and after the Amended Effective
                  Date as a
                  result of the grant of rights under the Elan License hereunder
                  and/or from
                  the exercise of any of the rights granted under the Elan License,
                  including without limitation, the process of the commercialization
                  or
                  other exploitation of Products.

              


      

       

    

    
      	
              8

            	
              REPRESENTATIONS
                AND WARRANTIES

            


    

     

    
      	
              8.1

            	
              Elan
                represents and warrants to IE Oncology and Inex, as of the Amended
                Effective Date, as follows:

            


    

    

      
        	 	
                (1)

              	
                with
                  respect to the E1an Intellectual Property as it relates to the
                  Products:

              


      

    

     


    
      
         

      

      
        9

        
          

        

      

      
         

      

    

    

      
        	 	
                (i)

              	
                Elan
                  has the right to grant the Liposome
                  License;

              


      

       

      
        	 	
                (ii)

              	
                there
                  are no agreements between Elan and any third party that conflict
                  with the
                  Liposome License;

              


      

       

      
        	 	
                (iii)

              	
                the
                  patents and patent applications included in the Elan patents are
                  free and
                  clear of encumbrances and liens;
                  and

              


      

       

      
        	 	
                (iv)

              	
                Elan
                  has not received written notice of any third party claims or proceedings
                  of infringement of such third party's intellectual property rights
                  in
                  connection with the Elan Intellectual Property
                  in relation to the Field.

              


      

       

      
        	 	
                (2)

              	
                With
                  respect to the Regents' Patent Rights as it relates to the
                  products:

              


      

       

      
        	 	
                (i)

              	
                the
                  Regents'
                  Agreement is in good standing and in full force and
                  effect;

              


      

       

      
        	 	
                (ii)

              	
                Elan
                  has not granted any sublicenses to any third party under the Regents
                  Patent Rights that conflict with the Regents' Sublicense;
                  and

              


      

       

      
        	 	
                (iii)

              	
                Elan
                  has not received written notice of any third party claims or proceedings
                  of infringement
                  of
                  such third party's intellectual property rights
                  in connection
                  with the Regents' Agreement in relation to the
                  Field.

              


      

    

     

    
      	
              8.2

            	
              IE
                Oncology represents and warrants to Elan as of the Amended Effective
                Date,
                as follows:

            


    

     

    
      	 	
              (1)

            	
              IE
                Oncology has the right to enter into this Agreement;
                and

            


    

     

    
      	 	
              (2)

            	
              there
                are no agreements between IE Oncology and any third party that conflict
                with this Agreement,

            


    

     

    
      	
              8.3

            	
              Inex
                represents and warrants to Elan as of the Amended Effective date,
                as
                follows:

            


    

     

    
      	 	
              (1)

            	
              Inex
                has the right to enter into this Agreement;
                and

            


    

     

    
      	 	
              (2)

            	
              there
                are no agreements between Inex and any third party that conflict
                with this
                Agreement.

            


    

     

    
      	
              8.4

            	
              IE
                Oncology and Inex shall jointly
                and
                severally indemnify, defend and hold Elan and its Affiliates harmless
                against any and all actions, claims and proceedings (whether successful
                or
                otherwise), losses, responsibilities, damages, liabilities, injuries,
                costs and expenses, including reasonable attorneys' fees, arising
                out
                of:

            


    

     

    
      	 	
              (1)

            	
              the
                research, testing, manufacture, transport, packaging, storage, handling,
                distribution, marketing, advertising, promotion or sale of the products
                by
                IE Oncology, or any of its Affiliates or sublicensees on behalf of
                IE
                Oncology;

            


    

     

    
      	 	
              (2)

            	
              any
                claims or proceedings made or brought against Elan on behalf of any
                persons seeking damages for personal injury (including death) and/or
                for
                costs of medical treatment, which claims relate in any way to the
                Products;

            


    

     

    
      	 	
              (3)

            	
              any
                Infringement Claim;

            


    

     

    
      	 	
              (4)

            	
              any
                Elan
                Third Party Agreement in connection with Clause 3.3;
                and

            


    

     

    
      	 	
              (5)

            	
              any
                acts or omissions of any
                sublicensees.

            


    

     

    
      	
              8.5

            	
              In
                fulfilling its indemnification obligations hereunder, IE Oncology
                and Inex
                shall (i) reasonably and regularly consult with Elan in relation
                to the
                progress and status of any action, claim or proceedings; and (ii)
                not make
                any statements, enter into any settlement agreement or consent to
                any
                judgment in respect of any actions, claims and/or proceedings, without
                Man's prior written consent, which consent shall not be unreasonably
                withheld or delayed.

            


    

     


    
      
         

      

      
        10

        
          

        

      

      
         

      

    


    
      	
              8.6

            	
              In
                seeking an indemnity from IE Oncology or :Inex hereunder and/or in
                exercising its Step-In Right under Clause 3_S(2), Elan
                shall:

            


    

     

    
      	 	
              (1)

            	
              fully
                and promptly notify IE Oncology of any claim or proceeding, or threatened
                claim or proceeding of which it becomes
                aware;

            


    

     

    
      	 	
              (2)

            	
              subject
                to Clause 3.4{2}, 3.5(2) and Clause 8.5, permit IE Oncology or Inex
                to
                control the conduct of such claim or
                proceeding;

            


    

     

    
      	 	
              (3)

            	
              reasonably
                co-operate in the investigation and defense of such claim or proceeding,
                at the reasonable cost and expense of IE Oncology and/or Inex, as
                the case
                may be;

            


    

     

    
      	 	
              (4)

            	
              not
                acknowledge to the third party or to any other person the validity
                of any
                claims of such third party; and

            


    

     

    
      	 	
              (5)

            	
              not
                compromise or otherwise settle any claim or proceeding without the
                written
                consent of IE Oncology, which consent will not be unreasonably withheld
                or
                delayed;

            


    

     

    provided,
      however, that in any event, IE Oncology's and Inex's indemnity obligations
      under
      Clause 8.4 shall continue to remain in full force and effect.

     

    
      	
              8.7

            	
              EXCEPT
                AS SET FORTH IN THIS CLAUSE 8, ELAN IS GRANTING THE ELAN LICENSE
                HEREUNDER
                ON AN "AS IS" BASIS WITHOUT REPRESENTATION OR WARRANTY WHETHER EXPRESS
                OR
                IMPLIED FROM ELAN OR ANY OF ITS AFFILIATES INCLUDING WARRANTIES OF
                MERCHANTABILITY OR FITNESS FOR A PARTICULAR. PURPOSE, OR INFRINGEMENT
                OF
                THIRD PARTY RIGHTS, AND ALL SUCH WARRANTIES ARE EXPRESSLY
                DISCLAIMED.

            


    

     

    NOTWITHSTANDING
      AGREEMENT, NO PARTY OR ANY OF THEIR RESPECTIVE AFFILIATES SHALL RE LIABLE TO
      THE
      OTHER PARTIES BY REASON OF ANY REPRESENTATION O WARRANTY, CONDITION Off. OTHER
      TERM ANY DUTY OF COMMON LAW, OR UNDER THE EXPRESS TERMS OF THIS AGREEMENT,
      FOR
      ANY CONSEQUENTIAL, SPECIAL INCIDENTAL
      Off. PUNITIVE LOSS OR DAMAGE (WHETHER FOR LOSS OF CURRENT O: FUTURE PROFITS,
      LOSS OF ENTERPRISE VALUE OR OTHERWISE) AND WHETHER OCCASIONED BY THE NEGLIGENCE
      OF THE RESPECTIVE PARTIES, THEIR EMPLOYEES OR AGENTS OR
      OTHERWISE.

     

    
      	
              9

            	
              TERM
                AND TERMINATION

            


    

     

    
      	
              9.1

            	
              This
                Agreement supercedes and replaces the Original License and the terms
                hereof are deemed-to have come into force can the Amended Effective
                Date
                and, subject to the rights of termination outlined in this Clause
                9 and
                the provisions of applicable laws, will expire on a country-by-country
                basis in any country, upon the expiration of the life of the last
                to
                expire patent included in the Elan License in that country (the
                "Term").

            


    

     

    
      	
              9.2

            	
              If
                either Party commits a Relevant Event (as defined below), the other
                Party
                shall have, in addition to all other legal and equitable rights and
                remedies hereunder, the right to terminate this
                Agreement.

            


    

     


    
      
         

      

      
        11

        
          

        

      

      
         

      

    


    
      	
              9.3

            	
              For
                the purpose of this Clause 9, a "Relevant
                Event"
                is committed by a Party:

            


    

     

    
      	 	
              (1)

            	
              if
                such Party commits a material breach of any of the provisions of
                this Agreement,
                and fails to cure the same within 60 days after receipt of a written
                notice from the other Party hereto giving full particulars of the
                breach
                and requiring it to be remedied; provided, that i f the breaching
                Party
                has proposed a course of action to cure the breach and is acting
                in good
                faith to cure same but has not cured the breach by the 60th day,
                such
                period shall be extended by such period as is reasonably necessary
                to
                permit the breach to be cured, provided that such period shall not
                be
                extended by more than 90 days, unless otherwise agreed in. writing
                by the
                Parties;

            


    

     

    
      	 	
              (2)

            	
              upon
                ten (10)
                days prior written notice, if such Party goes into liquidation under
                the
                laws of any applicable jurisdiction (except for the purposes of
                amalgamation or reconstruction and in such manner that the company
                resulting therefrom effectively agrees to be bound by or assume the
                obligations imposed on that other Party under this
                Agreement);

            


    

     

    
      	 	
              (3)

            	
              upon
                ten (10) days written notice, if a receiver, administrator, examiner,
                trustee or similar officer is appointed over all or substantially
                all of
                assets of the other Party under the laws of any applicable jurisdiction;
                and/or

            


    

     

    
      	 	
              (4)

            	
              Upon
                ten (10) days written notice, if any proceedings are filed or commenced
                by
                that
                other party under bankruptcy,` insolvency or debtor relief laws or
                anything analogous to any of the foregoing under the laws of any
                applicable jurisdiction occurs in relation to the other
                party,

            


    

     

    
      	
              9.4

            	
              In
                addition to rights of termination provided elsewhere in this Agreement,
                Elan will be entitled forthwith to terminate this Agreement immediately
                upon written notice to IE Oncology if IE Oncology, Inex indirectly,
                contests or otherwise disputes the ownership, scope, or validity
                of any of
                the Elan Intellectual Property, or supports any such attack by a
                third
                party.

            


    

     

    
      	
              10

            	
              CONSEQUENCES
                OF TERMINATION

            


    

     

    
      	
              10.1

            	
              Upon
                exercise of those rights of termination specified in Clause 9 or
                elsewhere
                in this Agreement, this Agreement shall, subject to the provisions
                of the
                Agreement which survive the termination of the Agreement automatically
                terminate forthwith and be of no further legal. force or
                effect:

            


    

     

    
      	
              10.2

            	
              Consequences
                of Expiration or Earlier Termination.

            


    

    


    
      	 	
              (1)

            	
              The
                following shall be the consequences of expiration or earlier termination
                of this Agreement howsoever
                terminated:

            


    


    
      	 	
              (i)

            	
              any
                sums that were due from
                IE Oncology to Elan
                howsoever prior to the termination or expiry hereof shall be paid
                in full
                within 30 days of termination of this
                Agreement;

            


    

    


    
      	 	
              (ii)

            	
              all
                confidentiality provisions set out herein shall remain in full force
                and
                effect;

            


    

    


    
      	 	
              (iii)

            	
              all
                representations, warranties and indemnities shall remain in full
                force and
                effect; and

            


    


    
      
         

      

      
        12

        
          

        

      

      
         

      

    

     

    
      
        	 	
                (iv)

              	
                subject
                  to Clause 10.2(2) and Clause 10.2 (3) below, all rights and licenses
                  granted to IE Oncology under this Agreement and/or by IE Oncology
                  under
                  any and all Sublicense Agreements shall cease for the Territory
                  ar for
                  such particular country or countries in the Territory, as the case
                  may be,
                  and neither IE Oncology nor any sublicensee may thereafter use:
                  (a) the
                  Elan Intellectual Property; and/or (b) the Regents' Patent Rights,
                  in any
                  country or countries of the
                  Territory.

              


      

    

    


    
      	 	
              (2)

            	
              In
                the event this Agreement is terminated by Elan for a default of IE
                Oncology and/or Inex (other than a termination by Elan for default
                by IE
                Oncology and/or Inex under Clauses 9.3(2), 9.3(3) and 9.3(4) above)
                hereunder, upon the written request of IE Oncology, Elan will negotiate
                with a sublicensee (other than Inex) for the survival of such
                sublicensee's rights under the Elan License granted to it by IE Oncology
                pursuant to a Sublicense Agreement upon terms and conditions no more
                onerous or restrictive than as set forth, at Elan's option, in this
                Agreement and/or the relevant Sublicense agreement for such sublicensee
                and upon such other terms and conditions as Elan and such sublicensee
                may
                otherwise agree.

            


    

     

    
      	 	
              (3)

            	
              In
                the event this Agreement is terminated by Elan for a default of JE
                Oncology and/or Inex under Clauses 9.3(2), 9.3(3) and 9.3(4), upon
                the
                written request of JE Oncology, Elan will offer to each sublicensee
                (other
                than Inex) a license to the Elan Intellectual Property and Regents"
                Patent
                Rights to the extent (i} granted to IE Oncology hereunder; or (ii)
                previously granted to such sublicensee under the relevant Sublicense
                Agreement, upon terms and conditions no more onerous nor restrictive
                than
                as set forth, at Elan's option, in this Agreement and/or the relevant
                Sublicense Agreement and upon such other terms and conditions as
                Elan and
                such sublicensee may otherwise
                agree.

            


    

     

    
      	
              11
                

            	
              CONFIDENTIAL
                INFORMATION

            


    

     

    
      	
              11.1

            	
              Confidential
                Information.

            


    

     

    
      	 	
              (1)

            	
              The
                Parties agree that it will be necessary, from time to time, to disclose
                to
                each other confidential and proprietary information, including without
                limitation, inventions, works of authorship, trade secrets,
                specifications, designs, data, know how and other proprietary information
                relating to the Field, the Products, processes, services and business
                of
                the disclosing Party.

            


    

     

    The
      foregoing shall be referred to collectively as "Confidential
      Information".

     

    
      	 	
              (2)

            	
              Any
                Confidential Information disclosed by the disclosing Party shall
                be used
                by the receiving Party exclusively for the purposes of fulfilling
                the
                receiving Party's obligations under this Agreement and for no other
                purpose.

            


    

     

    
      	 	
              (3)

            	
              Save
                as otherwise specifically provided herein, and subject to Clause
                11.2 and
                Clause 11.3, each forty shall disclose Confidential Information of
                the
                other Party only to those employees, representatives and agents requiring
                knowledge thereof in connection with fulfilling the Party's obligations
                under this Agreement.

            


    

     

    Each
      Party further agrees to inform all such employees, representatives and agents
      of
      the terms and provisions of the confidentiality obligations of such Party under
      this Agreement and its duties hereunder and to obtain such employees’
representatives" and agents' written agreement to abide by such confidentiality
      obligations as a condition of receiving Confidential Information. Each Party
      shall exercise the same standard of care as it would itself exercise in relation
      to its own confidential information (but in no event less than a reasonable
      standard of care) to protect and preserve the proprietary and confidential
      nature of the Confidential Information disclosed to it by the other
      Party.

     


    
      
         

      

      
        13

        
          

        

      

      
         

      

    


    Upon
      termination or expiration of this Agreement, each Party shah promptly, upon
      request of
      the
      other Party, return all documents
      and any copies thereof containing Confidential Information belonging to, or
      disclosed by, such other Party, save that it may retain one copy of the same
      solely for the purposes of ensuring compliance with this Clause 11.

     

    
      	 	
              (4)

            	
              Any
                breach of this Clause I 1 by any person informed by one of the Parties
                is
                considered a breach by the Party
                itself.

            


    

     

    
      	 	
              (5)

            	
              Confidential
                Information shall not to include:

            


    

    

      
        	 	
                (i)

              	
                information
                  in the public domain;

              


      

       

      
        	 	
                (ii)

              	
                information
                  made public through no breach of this
                  Agreement;

              


      

       

      
        	 	
                (iii)

              	
                information
                  which is independently developed by a Party, as evidenced by such
                  Party's
                  records, without the use or assistance of the other Party's Confidential
                  Information; and

              


      

       

      
        	 	
                (iv)

              	
                information
                  that becomes available to a receiving Party on a non- confidential
                  basis,
                  whether directly or indirectly, from a third party, which third
                  party did
                  not acquire such information on a confidential basis or otherwise
                  from the
                  disclosing Party hereto.

              


      

       

    

    
      	 	
              (6)

            	
              The
                provisions relating to confidentiality in this Clause 11 shall remain
                in
                effect during the term of this ,Agreement, and for a period of 10
                years
                following the expiration or earlier termination of this
                Agreement.

            


    

     

    
      	 	
              (7)

            	
              The
                Parties agree that the obligations of this Clause 1I are necessary
                and
                reasonable in order to protect the Parties' respective businesses,
                and
                each Party agrees that monetary damages may be inadequate to compensate
                a
                Party for any breach by the other Party of its covenants and agreements
                set forth herein. The Parties agree that any such violation or threatened
                violation may cause reparable injury to a Party and that, in addition
                to
                any other remedies that may be available, in law and equity or otherwise,
                each Party shall be entitled to seek injunctive relief against the
                threatened breach of the provisions of this Clause 11, or a continuation
                of any such breach by the other Party, specific performance and other
                equitable relief to redress such breach together with damages and
                reasonable counsel fees and expenses to enforce its rights
                hereunder.

            


    

     

    
      	
              11.2

            	
              Required
                Disclosures

            


    

    


    
      	 	
              (1)

            	
              The
                receiving party will be entitled to disclose Confidential Information
                which the receiving Party is required to disclose pursuant to 

            


    

    

      
        	 	
                (i)

              	
                a
                  valid order of a court or other governmental body;
                  or

              


      

       

      
        	 	
                (ii)

              	
                any
                  other requirement of law;

              


      

    


    
      
         

      

      
        14

        
          

        

      

      
         

      

    


    provided
      that if the receiving party becomes legally required to disclose any
      Confidential Information hereunder, the receiving Party shall give the
      disclosing Party prompt notice of such fact to enable the disclosing Party
      to
      seek a protective order or other appropriate remedy concerning any such
      disclosure.

     

    The
      receiving Party shall fully cooperate with the disclosing Party in connection
      with the disclosing Party's efforts to obtain any such order or other
      remedy.

     

    If
      any
      such order or other remedy does not fully preclude disclosure, the receiving,
      Party shall make such disclosure only to the extent that such disclosure is
      legally required.

     

    
      	
              11.3
                

            	
              Announcements

            


    

     

    
      	 	
              (1)

            	
              Subject
                to Clause 11.2, no announcement or public statement concerning the
                existence, subject matter or any term of this Agreement shall be
                made by
                or on behalf of a Party hereto without the prior written approval
                of the
                other Party.

            


    

     

    
      	 	
              (2)

            	
              The
                terms of any such announcement shall be agreed in good faith by the
                Parties.

            


    

     

    
      	 	
              (3)

            	
              Each
                of the Parties shall be entitled to provide a copy of this Agreement
                (and
                any subsequent amendments hereto) to a potential third party purchaser,
                assignee or licensee in connection with a potential purchase or a
                potential assignment or grant of license permitted to be made under
                this
                Agreement; provided that the relevant purchaser, assignee or licensee
                has
                entered into a customary confidentiality
                agreement.

            


    

     

    12 CUSTOMER
      COMPLAINTS AND PRODUCT RECALL

     

    
      	
              12.1

            	
              IE
                Oncology shall establish a procedure for formal adverse event handling
                and
                reporting.

            


    

     

    IE
      Oncology and Inex shall each be jointly and severally responsible for furnishing
      post marketing reports to the applicable RHAs and other relevant governmental
      agencies and, at Alan's request, shall copy Elan on all such communications
      with
      the RHAs and other relevant regulatory agencies,

     

    
      	
              12.2

            	
              In
                the event of any recall of the Products, as suggested or requested
                by any
                governmental agency, IE Oncology or Inex shall perform the recall
                of the
                Products in the Territory and in all events the recall costs shall
                be
                borne by IE Oncology or Inex, as the case may
                be.

            


    

     

    
      	
              13

            	
              GENERAL
                PROVISIONS

            


    

     

    
      	
              13.1
                

            	
              Governing
                Law; Jurisdiction.
                This Agreement shall be governed by and construed in accordance with
                the
                laws of the State of New York without regard to its conflict of laws
                principles.

            


    


    
      	
              13.2

            	
              Impossibility
                of Performance; Force Majeure.
                Neither Party to this Agreement shall be
                liable for failure or delay in the
                performance of any of its obligations hereunder if such failure or
                delay
                results from Force Majeure, but any such failure or delay
                shall
                be remedied by such Party as soon as practicable; provided, however,
                that,
                no Party shall be excused for a failure or delay in the performance
                of any
                of its payment obligations hereunder, even if such failure or delay
                results from Force Majeure.

            


    

     


    
      
         

      

      
        15

        
          

        

      

      
         

      

    


    
      	13.3	
              Assignment.
                 This
                Agreement may not be assigned by any Party hereto without the prior
                written consent of the other Parties hereto, save that a
                Party:

            


    

     

    
      	 	
              (1)

            	
              may
                assign this Agreement in whole or in part and delegate its duties
                hereunder to its Affiliate or Affiliates without such consent; provided,
                however, that the assignor will remain liable and responsible for
                and
                subject to the terms and conditions of this Agreement;
                and

            


    

     

    
      	 	
              (2)

            	
              may
                assign its rights and obligations to a successor (whether by merger,
                consolidation, reorganization or other similar event) or purchaser
                of all
                or,
                substantially all of its assets relating to such Party's technology
                related to this Agreement, provided that such successor or purchaser
                has
                agreed in writing to assume all of such Party's rights and obligations
                hereunder and a copy of such assumption
                is provided to the
                other Parties.

            


    

     

    
      	
              13.4
                

            	
              Notices.

            


    

     

    
      	 	
              (1)

            	
              Any
                notice to be given under this Agreement shall be sent in writing
                in
                English by registered or recorded delivery post or reputable overnight
                courier or telefaxed to the following
                addresses:

            


    

     

    If
      to IE
      Oncology at:

     

    Financial
      Services Centre 

    Bishop's
      Court Hill

    St.
      Michael, Barbados 

    Attention:
      Secretary 

    Telephone:
      246-431-2700 

    Fax:
      246-436-1275

    


    with
      a
      copy to Inex at the address set forth below.

     

    if
      to
      Inex
      at:

     

    100-8900
      Glenlyon
      Parkway


    Burnaby,
      Biitish Columbia 

    Canada
      V5J 5J8

    Attn:
      President and CEO 

    Telephone
      604-419-3200 

    Fax:
      604-419-3202

    


    If
      to
Elan
      at:

    c/o
      Elan
      International Services, Ltd., 

    102
      St.
      James Court,

    Flatts,
      Smiths
      FL04,

    Bermuda

    Attention:
      President 

    Telephone:
      441-292-9169 

    Fax.
      441-292-2224

    


    or
      to
      such other addresses) and telefax numbers as may from time to time be notified
      by either Party to the other hereunder in the manner set forth in Clause (2)
      below.

    



    
      
         

      

      
        16

        
          

        

      

      
         

      

    


    
      	 	
              (2)

            	
              Any
                notice sent by mail shall be deemed to have been delivered within
                7
                working days after dispatch or delivery to the relevant courier and
                any
                notice sent by telefax shall be deemed to have been delivered upon
                confirmation of receipt. Notice of change of address shall be effective
                upon receipt. Notices by telefax shall also be seat by another method
                permitted hereunder.

            


    

     

    
      	
              13.5

            	
              Waiver.
                No
                waiver of any right under this Agreement shall be deemed effective
                unless
                contained
                in
                a written document signed by the Party charged with such waiver,
                and no
                waiver of any breach or failure to perform shall be deemed to be
                a waiver
                of any other breach or failure to perform or of any other right arising
                under this Agreement.

            


    

     

    
      	
              13.6

            	
              Severability.
                If any provision in this Agreement is deemed to be invalid, illegal,
                void
                or unenforceable under any law that is applicable
                hereto:

            


    

     

    
      	 	
              (1)

            	
              such
                provision will be deemed amended to conform to applicable laws so
                as to be
                valid and enforceable; or

            


    

     

    
      	 	
              (2)

            	
              if
                it cannot be so amended without materially altering the intention
                of the
                Parties, it will be deleted and the validity, legality and enforceability
                of the remaining provisions of this Agreement shall not be impaired
                or
                affected in any way.

            


    

     

    
      	
              13.7

            	
              Further
                Assurances.
                At the request of any of the Parties, the other Party or Parties
                shall
                (and shall use reasonable efforts to procure that any other necessary
                parties shall) execute and perform all such documents, acts and things
                as
                may reasonably be required subsequent
                to the signing of this Agreement for assuring to or vesting in the
                requesting Party the frill benefit of the terms
                hereof.

            


    

     

    
      	
              13.8

            	
              Successors.
                This Agreement
                shall he binding upon and enure to the benefit of the Parties hereto,
                their successors and permitted
                assigns.

            


    

     

    
      	
              l3.9

            	
              No
                Effect on Other Agreements/Conflict.
                No provision of this Agreement shall be construed so as to negate,
                modify or affect in any way the provisions of any other i agreement
                between the Parties unless specifically referred to, and solely to
                the
                extent provided herein.

            


    

     

    
      	
              13.10
                

            	
              Amendments.
                No amendment,
                modification or addition hereto shall be effective or binding on
                any Party
                unless set forth in writing and executed by a duly authorized
                representative of each Party.

            


    

     

    
      	
              13.11

            	
              Counterparts.
                This Agreement
                may be executed in any number of counterparts, each of which when
                so
                executed shall be deemed to be
                an original and
                all of which when taken together shall constitute this
                Agreement.

            


    

     

    
      	13.12	
              Good
                Faith.
                 Each
                Party undertakes to act reasonably in giving effect to the provisions
                of
                this Agreement.

            


    

     

    
      	
              13.13
                

            	
              No
                Reliance.
                Each Party hereby acknowledges that in entering into this Agreement
                it has
                not relied on any representation or warranty save as expressly set
                out
                herein or in any document referred to
                herein.

            


    

     


    
      
         

      

      
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              13.14

            	
              Relationship
                of the Parties.

            


    

     

    
      	 	
              (1)

            	
              Nothing
                contained in this Agreement is intended or is to be construed to
                constitute Elan and IE Oncology as partners or joint venturers or
                Elan as
                an employee of IE Oncology,
                or IE Oncology
                as an employee of Elan.

            


    

     

    
      	 	
              (2)

            	
              Neither
                Party hereto shall have any express or implied right or authority
                to
                assume or create any obligations
                on
                behalf of or in the name of the other Party or to bind the other
                Party to
                any contract, agreement or undertaking with any
                third

            


    

     

    
      	
              13.15

            	
              Whole
                Agreement. This
                Agreement (including the Schedules attached hereto) sets forth all
                of the
                agreements and understandings between the Parties with respect to
                the
                subject matter hereof, and supersedes and terminates all prior agreements
                and understandings between the Parties with respect to the Products
                in the
                Field. There are no agreements or understandings with respect to
                the
                subject matter hereof, either oral or written, between the Parties
                other
                than as set forth in this Agreement; provided, however, that nothing
                contained in this Agreement shall supercede, terminate or negate
                any
                provision of the Termination Agreement among the Original Parties
                of even
                date hereof.

            


    

     

    


     

    


     

    The
      Remainder of This Page is Intentionally Left Blank

     

    Signature
      Page to Follow


    
      
         

      

      
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    IN
      WITNESS WHEREOF this Agreement was executed by the parties as of the day and
      year first above written.

    


    


    


    SIGNED

    


    By:
       _________________________

    for
      and
      on behalf of

    Elan
      Pharmaceuticals, Inc.

    successor
      to The
      Liposome Company, Inc.

    


    


    SIGNED

    


    By:
       _________________________

    for
      and
      on behalf of

    IE
      Oncology Company Limited

    


    


    SIGNED

    


    By:
       _________________________

    for
      and
      on behalf of

    Inex
      Pharmaceuticals Corporation

    


    


    


    ACKNOWLEDGED
      AND AGREED TO BY:

    


    By:
       _________________________

    for
      and
      on behalf of

    Elan
      Pharma International Limited

    


    


    By:
       _________________________

    for
      and
      on behalf of

    Elan
      Corporation, plc

    


    


    By:
       _________________________

    for
      and
      on behalf of

    Inex
      International Holdings, Ltd.

    


    


    
      
         

      

      
        19