LICENSE AGREEMENT

Definitions. Capitalized terms used but not defined herein shall have the meanings set forth in the ASA.

"Affiliate" when used to indicate a relationship with any person or entity, means (i) any corporation, firm, partnership or other entity, whether de jure or de facto, which directly or indirectly owns, is owned by or is under common ownership with such person or entity to the extent of at least fifty percent (50%) of the equity (or such lesser percentage which is the maximum allowed to be owned by a foreign corporation in a particular jurisdiction) having the power to vote on or direct the affairs of the entity, or (ii) any person, firm, partnership, corporation or other entity actually controlled by, controlling or under common control with such person or entity.

"Confidential Information" means any information which is disclosed by Licensee or Licensor during the term of this Agreement which is or should be reasonably understood by the receiving party to be confidential or proprietary to the disclosing party, including, without limitation, any non-public information of Licensee or Licensor, and any scientific or technical data, know-how or expertise of Licensee or Licensor that relates to a Licensed Product (whether existing at or after the Effective Date); provided, however, that "Confidential Information" shall not include information that (i) was in the receiving party's possession or was known to it prior to its receipt from the disclosing party, as evidenced by the receiving party's written records; (ii) is or becomes public knowledge without the fault of the receiving party; (iii) is or becomes rightfully available on an unrestricted basis to the receiving party from a source other than a party owing an obligation of confidentiality to the disclosing party; or (iv) is independently developed by employees of the receiving party who have not had direct or indirect access to the disclosing party's Confidential Information, as evidenced by the receiving party's written record.

"FDA" means the Food and Drug Administration of the U.S. Department of Health and Human Services.

"Field of Use"means all applications of the Patent Rights excluding subcutaneous or intramuscular drug delivery implants.

"Improvements"means, individually and collectively, all discoveries, inventions, know-how, techniques, methodologies, modifications, improvements, designs and data (whether or not protectable under patent, trade secrecy or similar laws) relating to additions, developments, enhancements, updates and other changes in or to the Patent Rights.

"Licensed Product"means any product or device that: (i) is developed, designed, modified, improved, manufactured, used, imported, sold or offered for sale by or on behalf of the Licensee or its Affiliates (or its or their sublicensees) that would, in the absence of this Agreement, infringe a Valid and Enforceable claim in the Patent Rights; or (ii) incorporates the Patent Rights.

"Patent Rights"means each and all of the following: (i) all right, title and interest of Licensor and its Affiliates in the Patents, any Valid and Enforceable claim in any patent issuing from any patent applications, and any Valid and Enforceable claim in any issued patent, claiming priority to any of the foregoing, including any reissues, re-examinations, divisionals, continuations and continuations-in-part, and extensions thereof; and (ii) any corresponding foreign patents or patent applications related or claiming priority thereto.

"Valid and Enforceable"means, with respect to any patent claim, a claim in any unexpired patent which has not been held invalid or unenforceable by a decision of a court or other governmental agency of competent jurisdiction, unappealable or unappealed within the time period allowed for appeal, or which has not been admitted to be invalid through reissue, reexamination or disclaimer.

Grant.Licensor hereby grants to Licensee and its Affiliates an exclusive, worldwide, nontransferable right and license, with the right to grant sublicenses as set forth in Section 2(b), under the Patent Rights (including, without limitation, any Improvements conceived or reduced to practice by an employee, agent, or consultant of Licensor) to develop, design, modify, improve, make, have made, use, import, offer to sell and sell the Licensed Products solely in the Field of Use during the term of this Agreement. Licensee hereby acknowledges that: (i) Licensor is the sole and exclusive owner of all right, title and interest in and to the Patent Rights, and (ii) Licensor retains the right to use the Patent Rights for its own purposes and to use and grant to others licenses to use the Patent Rights outside the Field of Use. Except as set forth in this Agreement, Licensee shall not have any right, title or interest in or to the Patent Rights. Licensee and its Affiliates shall have no right to manufacture, use, import, offer to sell or sell Licensed Products outside of the Field of Use. Licensee will own all rights, title and interest in and to any Improvement conceived or reduced to practice by an employee, agent, or consultant of Licensee or its Affiliates.

Sublicenses.Licensee and its Affiliates may grant sublicenses under the Patent Rights without the prior written consent of the Licensor solely in the Field of Use; provided, however, that (i) such sublicenses are no less protective of Licensor's rights as the provisions set forth in this Agreement, and to the extent applicable, shall include all of the rights and obligations due to Licensor hereunder; and (ii) Licensee makes payments to Licensor based upon milestones and sales of Licensed Products by its Affiliates and such sublicensees in accordance with Section 3, as if such milestones and sales of Licensed Product were reached and/or made by Licensee.

Patent Marking.Licensee, its Affiliates and all sublicensees shall mark all Licensed Products in accordance with the statutes of any country where a patent application has been filed or a patent issued relating to the Patent Rights. To the extent the Licensed Product cannot be marked, such marking shall be included in the literature and/or marketing materials describing the Licensed Product.

Milestone Payments.In consideration of the licenses granted herein, Licensee shall make the milestone payments to Licensor as set forth in Section 3.2 of the ASA.

Notice of Triggering Events. Licensee shall provide Licensor with prompt written notice of: (i) the commencement of Phase II clinical testing of any Licensed Product; (ii) execution of any agreement by and between Licensee or its Affiliates and any third party with respect to any Patent Rights or a Licensed Product; and (iii) the first commercial sale of each Licensed Product ("First Commercial Sale").

Books and Records.Licensee agrees to keep, and shall cause its Affiliates and sublicensees to keep, complete and accurate books of account and records covering all transactions relating to this Agreement, including Annual Net Sales as reported pursuant to Section 3.2 of the ASA. All such books of account and records shall be kept available for at least two (2) years after the termination or expiration of this Agreement.

Expenses.Unless otherwise specifically set forth herein, all fees, costs and expenses incurred by Licensee in developing, manufacturing, promoting, marketing and selling Licensed Products or otherwise incurred under this Agreement shall be borne solely by Licensee.

Regulatory Approvals.Licensee shall be responsible, at its expense, for filing, obtaining, and maintaining all necessary authorizations from the FDA and any comparable foreign regulatory authorities for the marketing and sale of Licensed Products in the United States and such foreign countries as Licensee, in its sole discretion, determines. Licensee's obligations under this Section 4(b) shall include the preparation and filing of any required submissions and the establishment and oversight of any required clinical investigations and clinical follow-up relating to future commercial sale of the Licensed Products.

Manufacturing and Sales.Upon receipt of a substantially equivalent letter from the FDA clearing the Licensed Product for marketing, Licensee shall be responsible for manufacturing, marketing and selling such Licensed Product and Licensee shall use commercially reasonable efforts to market and sell such Licensed Product.

Licensee's Representations and Warranties.Licensee hereby represents and warrants to Licensor that as of the date hereof:

Licensee is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, and this Agreement has been duly authorized by all necessary corporate action on the part of Licensee.

This Agreement is the legal, valid and binding obligation of Licensee, enforceable against Licensee in accordance with its terms.

Neither the execution and delivery of this Agreement nor the compliance with the terms and conditions hereof will conflict with, result in a breach or violation by Licensee of or constitute a default under any of the terms, conditions or provisions of any contract, agreement or other instrument to which Licensee is or may be bound or affected.

Licensee will comply with all applicable laws in performing its obligations under this Agreement.

Licensor's Representations and Warranties.Licensor hereby represents and warrants to Licensee that as of the date hereof:

Licensor is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, and this Agreement has been duly authorized by all necessary corporate action on the part of Licensor.

This Agreement is the legal, valid and binding obligation of Licensor, enforceable against Licensor in accordance with its terms.

Neither the execution and delivery of this Agreement nor the compliance with the terms and conditions hereof will conflict with, result in a breach or violation by Licensor of or constitute a default under any of the terms, conditions or provisions of any contract, agreement or other instrument to which Licensor is or may be bound or affected.

Licensor will comply with all applicable laws in performing its obligations under this Agreement.

Term.The term of this Agreement shall commence on the Effective Date and shall remain in force, unless terminated earlier in accordance with Section 7(b), until the last to expire of the Patent Rights.

Termination.Notwithstanding the provisions of Section 7(a), this Agreement may be terminated upon mutual written agreement of the parties.

Rights and Obligation on Termination.In the event of termination or expiration of this Agreement for any reason, the parties shall have the following rights and obligations:

Licensee shall remain responsible for any payment due to Licensor that has accrued prior to the effective date of termination.

The licenses granted to Licensee under Sections 2(a) and 2(b) above shall immediately terminate and be of no further force and effect. Licensor, at its sole discretion, shall determine whether any or all sublicenses entered into by and between Licensee and its sublicensees prior to the effective date of termination of this Agreement shall be canceled or assigned to Licensor.

Sections 1, 2(c), 3, 5, 6, 7, 8, 9, 10, 11 and 12 shall survive termination of this Agreement.

Subject to its obligations under Section 3, Licensee, its Affiliates and sublicensees shall be permitted to sell any inventory of Licensed Product in fully-finished form on hand at the effective date of termination.

Each party will return to the other party or certify in writing to the other party that it has destroyed all documents and other tangible items it or its employees or agents have received or created pursuant to this Agreement pertaining, referring or relating to the Confidential Information of the other party.

Patent Matters.Licensor shall pay when due all maintenance fees for the Patent Rights in accordance with applicable laws and regulations. Licensor shall have sole responsibility for the prosecution of the Patent Rights before the applicable governing examining authority, except that the Licensee shall have the right to participate, at its own expense, in the prosecution on any patent claims before the applicable examining authority that encompass subject matter in the Field of Use, including, but not limited to, the drafting and submitting to the examining authority of new patent claims in the Field of Use either in a pending, continuation or divisional application ("New Patent Claims") and to review and approve any submissions to the examining authority by Licensor that pertain to claims encompassing subject matter in the Field of Use. In the event Licensee requests that Licensor prosecute any New Patent Claims, Licensor shall prosecute such New Patent Claims at Licensee's expense, subject to Licensee's right to participate as set forth above. Licensor shall keep Licensee promptly apprised of all proceedings concerning prosecution of the Patent Rights before the applicable examining authority and timely provide copies of all correspondence, filings and actions with such authorities. If Licensor intends to abandon any of the Patent Rights, it shall so notify Licensee of its intent at least 30 days prior to such abandonment and shall assign any such rights to prosecute to Licensee. Following such assignment, Licensee shall have the right to prosecute such abandoned Patent Rights in its own name at its own expense. Licensee and Licensor shall cooperate fully with each other to execute all necessary documentation to enable each party to perform its duties and exercise its rights under the terms of this Section 8(a).

Infringement.(i) When information comes to the attention of Licensor or Licensee to the effect that any of the Patent Rights in the Field of Use have been or are threatened to be infringed or misappropriated by a third party, Licensee, or Licensor, should Licensee decline to do so (as shall be evidenced by Licensee delivering notice to Licensor of its election not to take action) (as applicable, the "Prosecuting Party"), shall have the right, but not the obligation, at its expense, to take such action as the Prosecuting Party may deem necessary to prosecute or prevent such infringement or misappropriation, including the right to bring or defend any suit, action or proceeding involving any such disclosure, infringement or misappropriation. Licensor or Licensee, as applicable, shall notify the other party hereto promptly of the receipt of any such information with respect to third party infringement or misappropriation and of the commencement of any such suit, action or proceeding related thereto. If the Prosecuting Party determines that it is necessary or desirable for the other party hereto to join any such suit, action or proceeding, the other party hereto shall execute all documents and perform such other acts as may be reasonably required. The Prosecuting Party will reimburse the other party for its reasonable expenses incurred in connection with such matters, after the Prosecuting Party's reimbursement of its own costs and expenses.

Indemnification by Licensor. Licensor shall indemnify, hold harmless, defend and protect Licensee and its Affiliates, sublicensees, successors, assigns, employees, representatives and agents ("Licensee Indemnitees") from and against any and all claims, causes of action, costs, expenses, losses, damages and liabilities (including, without limitation, reasonable attorneys' fees) ("Losses") imposed upon the Licensee Indemnitees by a third party arising out of or resulting from (i) the breach of Licensor's representations, warranties or obligations under this Agreement; or (ii) any negligence or intentional misconduct by Licensor (or its Affiliates agents, consultants or employees) in performing its obligations under this Agreement.  The foregoing indemnification action shall not apply in the event and to the extent that a court of competent jurisdiction determines that such Losses arose as a result of any Licensee Indemnitees' negligence, intentional misconduct or breach of this Agreement or are the subject of Section 9(b).

Indemnification by Licensee. Licensee shall indemnify, hold harmless, defend and protect Licensor and its Affiliates, successors, assigns, employees, representatives and agents ("Licensor Indemnitees"), from and against any and all Losses imposed upon the Licensor Indemnitees by a third party arising out of or resulting from (i) the breach of Licensee's representations, warranties or obligations under this Agreement, (ii) any negligence or intentional misconduct by Licensee (or its Affiliates agents, consultants or employees) in performing its obligations under this Agreement; or (iii) any claim related to the development, design, manufacture, use, import, offer or sale of the Licensed Products by Licensee. The foregoing indemnification action shall not apply in the event and to the extent that a court of competent jurisdiction determines that such Losses arose as a result of any Licensor Indemnitees' negligence, intentional misconduct or breach of this Agreement or are the subject of Section 9(a).

Procedure. If a claim by a third party is made against an indemnified party and if the indemnified party intends to seek indemnity with respect thereto under this Section 9, such indemnified party shall promptly notify the indemnifying party of such claim; provided that failure to give timely notice shall not affect the rights of the indemnified party so long as the failure to give timely notice does not adversely affect the indemnifying party's ability to defend such claim against a third party. The indemnifying party shall be entitled to assume the defense thereof, with counsel selected by the indemnifying party. The indemnifying party shall have control of the defense of any such action, including any appeals and negotiations for the settlement or compromise thereof and shall have full authority to enter into a binding settlement or compromise; provided that the indemnifying party shall not enter into any settlement or compromise which may adversely affect the indemnified party without the indemnified party's consent, which consent shall not be unreasonably withheld. If the indemnifying party assumes the defense of such claim, the indemnifying party shall not be responsible for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof. The indemnified party may participate, at its own cost and expense, in the defense of any such claim; provided that the indemnifying party shall control such defense.

Cooperation as to Indemnified Liability. Each indemnified party hereto shall, at the expense of the indemnifying party, cooperate fully with the indemnifying party with respect to access to books, records, or other documentation within the indemnified party's control, if deemed reasonably necessary or appropriate by the indemnifying party in the defense of any claim that may give rise to indemnification hereunder.

Confidentiality.(a) Confidential Information. Confidential Information of each party is the exclusive property of such party. Confidential Information of either party may be used by the other party only in connection with the performance of or as authorized by this Agreement. Each party will protect the confidentiality of Confidential Information of the other party in the same manner that it protects the confidentiality of its own proprietary and confidential information, including, without limitation, by entering into appropriate confidentiality agreements with Affiliates, sublicensees, employees, independent contractors and subcontractors. Access to and use of Confidential Information will be restricted to those of Licensor's and Licensee's Affiliates, employees or contractors engaged in a use permitted under this Agreement and who have been apprised of the confidential nature of such information. Each party will be responsible for any breaches of this Section 10 by its Affiliates, employees or contractors. Confidential Information may not be copied or reproduced without the disclosing party's prior written consent, except as necessary for use in connection with this Agreement. Upon request of the other party or termination of this Agreement, each party shall return all such Confidential Information to the other party.

Limitation of Liability. EXCEPT FOR: (i) BREACH OF CONFIDENTIALITY OBLIGATIONS UNDER SECTION 9, (ii) AMOUNTS PAYABLE WITH RESPECT TO THIRD PARTY INDEMNIFICATION CLAIMS, AND (iii) AMOUNTS PAYABLE WITH RESPECT TO LICENSOR'S FAILURE TO PROSECUTE AND MAINTAIN THE PATENT RIGHTS AS PROVIDED HEREIN, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR LOST PROFITS OR FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, HOWEVER CAUSED, UNDER ANY THEORY OF LIABILITY.