NON-EXCLUSIVELICENSE AGREEMENT

WHEREAS, Valentis is the owner, or is the exclusive licensee of, the Licensed Technology (as defined below); and

WHEREAS, Althea wishes to obtain, and Valentis is willing to grant, a non-exclusive, worldwide license under the Licensed Technology on the terms and subject to the conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants and promises hereinafter set forth, the parties hereto agree as follows:

1.             DEFINITIONS.  As used in this Agreement, the following terms have the meanings set forth below:

1.1          “Affiliate” shall mean any corporation or other entity which controls, is controlled by, or is under common control with, a party.  For the purposes of this definition, a corporation or other entity shall be regarded as in control of another corporation or entity if it owns or directly or indirectly controls more than 50% of the voting securities or other ownership interest of the other corporation or entity, or if it possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of the corporation or other entity.

1.2          “Confidential Information” shall mean all data and information, tangible or intangible, whether in written, graphic, verbal or electronic form, developed by or disclosed or made available by one party to the other party, its employees or representatives under this Agreement and that is marked as “Confidential” at the time it is delivered to the receiving pary or when disclosed orally is confirmed in writing within thirty (30) days by the disclosing party.  Notwithstanding the foregoing, Confidential Information shall not include any information which the receiving party can prove by competent evidence:

(a)           is now, or hereafter becomes, through no act or failure to act on the part of the receiving party, generally publicly known or available;

(b)           is known by the receiving party at the time of receiving such information, as evidenced by its records;

(c)           is hereafter furnished to the receiving party by a Third Party, as a matter of right and without restriction on disclosure; or

(d)           is independently developed by the receiving party, as evidenced by its records, without knowledge of, and without the aid, application or use of, the Confidential Information of the disclosing party.

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1.3          “Control” shall mean possession of the ability to grant a license or sublicense as provided for herein without violating the terms of any agreement or other arrangement with any Third Party.

1.4          “Customer” shall mean any Third Party for whom Althea provides contract manufacturing services.

1.5          “Know-How” shall mean know-how, trade secrets, data, processes, techniques, procedures, compositions, devices, methods, formulas, protocols and information, whether or not patentable specifically related to the Licensed Technology.

1.6          “Licensed Patents” shall mean the patents and patent applications listed in Appendix I hereto and (a) any and all corresponding foreign patents and patent applications, whether now existing or hereafter filed, (b) any provisionals, continuations, continuation-in-part, substitutions, divisionals, reissues, renewals, substitute applications and inventors’ certificates arising from, or based upon, any of the foregoing patents or patent applications, and (c) any patents issuing from any of the foregoing patent applications.

1.7          “Licensed Technology” shall mean:

(a)           the Licensed Patents; and

(b)           Know-How that is (i) in the possession and control of Valentis on the Effective Date, (ii) necessary or useful for the practice of the inventions claimed in the Licensed Patents, and (iii) not generally publicly known.

1.8          “Product” shall mean plasmid DNA for use in research, preclinical development, clinical development or commercialization activities.

1.9          “Term” shall have the meaning provided in Section 6.1.

1.10        “Third Party” shall mean any entity other than Althea or Valentis or an Affiliate of Althea or Valentis.

2.             LICENSE.

2.1          License Grant.  Subject to the terms and conditions of this Agreement, Valentis hereby grants to Althea a non-exclusive, worldwide, fully-paid, royalty-free license, with the right to grant sublicenses as set forth in Section 2.2, under the Licensed Technology to make, have made, use, sell, have sold, offer to sell and import Products.  Without limiting or expanding the generality of the foregoing, Althea shall have the right to practice the license granted under this Section 2.1 for the purpose of providing contract manufacturing services on behalf of Third Parties.

2.2          Sublicenses.  Subject to the terms and conditions of this Agreement, Althea shall have the right to grant sublicenses under the license granted to Althea pursuant to Section 2.1 as follows:

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(a)           to any Customer, to the extent necessary for such Customer to manufacture, or to have manufactured on such Customer’s behalf, a Product that Althea previously manufactured for such Customer;

(b)           to any Third Party designated by a Customer, to the extent necessary for such Third Party to manufacture on such Customer’s behalf a Product that Althea previously manufactured for such Customer;

(c)           to any Third Party selected by Althea, to the extent necessary for such Third Party to manufacture on Althea’s behalf a Product that Althea previously manufactured for its own account; and/or

(d)           to any Affiliate of Althea.

Upon Valentis’ written request from time to time, Althea shall disclose to Valentis the identities of all then-existing sublicensees, which disclosure shall be considered Confidential Information of Althea.

2.3          Disclosure of Know-How.  Promptly after the Effective Date, Valentis shall disclose to Althea the Know-How included the Licensed Technology the acceptance of which shall be deemed to have occurred on the delivery of same.

2.4          No implied rights.  Except as expressly granted above, all rights not granted are expressly reserved.

3.             PAYMENT OBLIGATIONS.

3.1          License Fee.  As full and complete payment for the license granted hereunder, Althea shall pay to Valentis a license fee of $185,000.  Such fee shall be payable in U.S. dollars and shall be made by wire transfer to a bank and account designated in writing by Valentis within 10 days after the Effective Date.

3.2          Taxes.  All taxes levied on account of the payment accruing to Valentis under this Agreement shall be paid by Valentis for its own account, including taxes levied thereon as income to Valentis.  If provision is made in law or regulation for withholding, such tax shall be deducted by Althea from the amount otherwise payable by it hereunder for payment to the proper taxing authority on behalf of Valentis and a receipt of payment of the tax secured and promptly delivered to Valentis.   Althea shall be responsible for all other taxes that arise from this Agreement.

4.             PROTECTION OF CONFIDENTIAL INFORMATION.

4.1          Confidentiality.  During the Term and for a period of five (5) years thereafter, each party agrees, with respect to any Confidential Information disclosed to such party (the “Receiving Party”) by the other party (the “Disclosing Party”) under this Agreement: