ILEX ONCOLOGY INC, S-1/A, 1997-02-20

ILEX ONCOLOGY INC
S-1/A, 1997-02-20
MEDICAL LABORATORIES

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<PAGE> 1

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 20, 1997

REGISTRATION NO. 333-17769
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------

AMENDMENT NO. 5

TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------------
ILEX ONCOLOGY, INC.
(Exact name of registrant as specified in its charter)

<TABLE>
<S> <C> <C>
DELAWARE 8071 74-2699185
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification No.)
RICHARD L. LOVE
PRESIDENT AND CHIEF EXECUTIVE OFFICER
11550 IH-10 WEST, SUITE 300 ILEX ONCOLOGY, INC.
SAN ANTONIO, TEXAS 78230 11550 IH-10 WEST, SUITE 300
(210) 949-8200 SAN ANTONIO, TEXAS 78230
(Address, including zip code, and telephone number, (210) 949-8200
including area code, of registrant's principal (Name and address, including zip code, and telephone
executive offices) number, including area code, of agent for service)
</TABLE>

---------------------

Copies to:

<TABLE>
<C> <C>
PHILLIP M. RENFRO, ESQ. GEORGE W. BILICIC, JR., ESQ.
FULBRIGHT & JAWORSKI L.L.P. CRAVATH, SWAINE & MOORE
300 CONVENT STREET, SUITE 2200 825 EIGHTH AVENUE
SAN ANTONIO, TEXAS 78205 NEW YORK, NEW YORK 10019
(210) 224-5575 (212) 474-1000
</TABLE>

---------------------

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement.

If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [ ]

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]

If delivery of the prospectus is expected to be made pursuant to Rule 434
under the Securities Act, please check the following box. [ ]

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
================================================================================
<PAGE> 2

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The following table sets forth the estimated expenses payable by the
Registrant in connection with the issuance and distribution of the securities
being registered hereby (other than underwriting discounts and commissions).

<TABLE>
<S> <C>
Securities and Exchange Commission filing fee............... $ 11,326
NASDAQ National Market System application fee............... 46,700
NASD filing fee............................................. 4,238
Legal fees and expenses..................................... 190,000
Transfer Agent and Registrar fee and expenses............... 10,000
Accounting fees and expenses................................ 160,000
Blue sky fees and expenses (including counsel fees)......... 5,000
Printing costs.............................................. 150,000
Miscellaneous............................................... 22,736
--------
Total............................................. $600,000
========
</TABLE>

ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Section 145 of the Delaware General Corporation Law (the "DGCL") provides
that a Delaware corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative (a
"proceeding") (other than an action by or in the right of the corporation) by
reason of the fact that he is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful. A
Delaware corporation may indemnify any person under such Section in connection
with a proceeding by or in the right of the corporation to procure judgment in
its favor, as provided in the preceding sentence, against expenses (including
attorneys' fees) actually and reasonably incurred by him in connection with the
defense or settlement of such action, except that no indemnification shall be
made in respect thereof unless, and then only to the extent that, a court of
competent jurisdiction shall determine upon application that such person is
fairly and reasonably entitled to indemnity for such expenses as the court shall
deem proper. A person is fairly and reasonably entitled to indemnity for such
expenses as the court shall deem proper. A Delaware corporation must indemnify
any person who was successful on the merits or otherwise in defense of any
action, suit or proceeding or in defense of any claim, issue or matter in any
proceeding, by reason of the fact that he is or was a director, officer,
employee or agent of the corporation or is or was serving at the request of the
corporation, against expenses (including attorneys' fees) actually and
reasonably incurred by him in connection therewith. A Delaware corporation may
pay for the expenses (including attorneys' fees) incurred by an officer or
director in defending a proceeding in advance of the final disposition upon
receipt of an undertaking by or on behalf of such officer or director to repay
such amount if it shall ultimately be determined that he is not entitled to be
indemnified by the corporation.

Section 102(b)(7) of the DGCL permits a corporation to provide in its
certificate of incorporation that a director shall not be personally liable to
the corporation or its stockholders for monetary damages for a breach of
fiduciary duty as a director, except for liability (i) for any breach of the
director's duty of loyalty to the corporation or its stockholders, (ii) for any
acts or omissions not in good faith or which

II-1
<PAGE> 3

involve intentional misconduct or a knowing violation of law, (iii) in respect
of certain unlawful dividend payments or stock redemptions or repurchases, or
(iv) for any transaction from which the director derived an improper personal
benefit. Article 10 of the Company's Certificate of Incorporation, as amended,
eliminates the liability of directors to the fullest extent permitted by Section
102(b)(7) of the DGCL. The DGCL permits the purchase of insurance on behalf of
directors and officers against any liability asserted against directors and
officers and incurred by such persons in such capacity, or arising out of their
status as such, whether or not the corporation would have the power to indemnify
directors and officers against such liability.

The Registrant also has a policy insuring its directors and officers
against certain liabilities, including liabilities under the Securities Act.

Section 8 of the Underwriting Agreement (contained in Exhibit 1.1 hereto)
provides for indemnification by the Underwriters of directors and officers of
the Registrant against certain liabilities, including liabilities under the
Securities Act of 1933, under certain circumstances.

See "Item 17. Undertakings" for a description of the Securities and
Exchange Commission's position regarding such indemnification provisions.

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES.

During the last three years, the Registrant sold the following securities
which were not registered under the Securities Act of 1933, as amended (the
"Act"). All share numbers have been adjusted to reflect a 1-for-1.75161005882673
reverse stock split that will occur before the closing of this offering.

The Company was incorporated in December 1993, and January 1994, issued 58
shares of Common Stock to CTRC Research Foundation in exchange for a $1,000
capital contribution.

In November 1994 and January and March 1995, the Company contracted to sell
1,187,481 shares at $0.18 per share of Common Stock to the founders of the
Company, Richard L. Love, Daniel D. Von Hoff, Alexander L. Weis and Charles A.
Coltman. The shares were subsequently issued in early 1995. Each of these sales
was made pursuant to Section 4(2) of the Securities Act.

In April 1995, the Company issued to CTRC Research Foundation and the
University of Texas Health Sciences Center at San Antonio 2,991,477 of its
Series A Convertible Preferred Stock in exchange for certain assets and rights
transferred to the Company as capital contributions, pursuant to Section 4(2) of
the Securities Act.

In September 1995, the Company issued 3,101,448 shares of Series B
Convertible Preferred Stock to various sophisticated private investors, pursuant
to Section 4(2) of the Securities Act and Regulation D thereunder. The aggregate
purchase price for the Series B Convertible Preferred Stock was $10,865,000.

In July 1996, the Company issued to Perseus Pharmaceuticals, L.L.C., Drug
Royalty Corporation, Inc. and certain holders of the Company's Series B
Convertible Preferred Stock, 1,309,424 shares of its Series C Convertible
Preferred Stock and warrants (the "Series C Warrants") for the purchase of
327,367 shares of Common Stock for an aggregate purchase price of $10 million,
pursuant to Section 4(2) of the Securities Act and Regulation D thereunder.

The Series C Warrants entitle the holder, upon exercise thereof, to
purchase from the Company shares of its Common Stock at a price per share of
$8.76. The holders of the Series C Warrants are provided certain registration
rights that arise upon the Company's proposal to register, subsequent to its
initial public offering, the Common Stock for sale to the public under the
Securities Act. The Series C Warrants are also subject to certain adjustments
which may be made to the number of shares purchasable resulting from stock
splits, issuance of additional Common Stock, issuance of additional warrants or
other rights or issuance of securities convertible into Common Stock by the
Company. The Company has also issued warrants to Vector Securities
International, Inc. and Chestnut Partners, Inc. for the purchase of 97,054 and
28,546 shares of Common Stock, respectively. The warrants issued to

II-2
<PAGE> 4

Vector Securities International, Inc. were issued in September 1995 in
consideration of services rendered in connection with the offering of the Series
B Convertible Preferred Stock and have an exercise price of $3.50 per share. The
warrant issued to Chestnut Partners, Inc. was issued in July 1996 in
consideration of services rendered in connection with this offering on
substantially the same terms as the Series C Warrant. See "Description of
Capital Stock -- Warrants."

In November 1996, the Company issued to Johnson & Johnson Development
Corporation, pursuant to Section 4(2) of the Securities Act and Regulation D
thereunder, 113,953 shares of Series D Convertible Preferred Stock, for an
aggregate purchase price of $1.0 million.

In December 1996, the Company issued to MPI Enterprises, L.L.C., pursuant
to Section 4(2) of the Securities Act and Regulation D thereunder, 475,753
shares of Series E Convertible Preferred Stock, for an aggregate purchase price
of $5.0 million.

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

(a) Exhibits

II-3
<PAGE> 5

<TABLE>
<CAPTION>
EXHIBIT NUMBER IDENTIFICATION OF EXHIBIT
-------------- -------------------------
<C> <S>
10.12** -- Agreement dated November 1, 1994 [cGMP Plant] by and
among Texas Research and Technology Foundation, CTRC
Research Foundation, TRTF/CTRCRF Building Corporation and
the Company
10.13+** -- License Agreement [Piritrexim Isethionate] dated March
31, 1995 by and among Burroughs Wellcome Co., The
Wellcome Foundation Limited and the Company
10.14+** -- License Agreement [Oxypurinol] dated March 31, 1995 by
and among Burroughs Wellcome Co., The Wellcome Foundation
Limited and the Company
10.15+** -- License Agreement [Crisnatol Mesylate] dated November 1,
1993 by and among Burroughs Wellcome Co., The Wellcome
Foundation Limited and CTRC Research Foundation
10.16+** -- Amendment and Agreement with Respect to License Agreement
[crisnatol mesylate] dated October 5, 1996 amending
License Agreement dated November 1, 1993 by and among
Burroughs Wellcome Co., The Wellcome Foundation Limited
and CTRC Research Foundation
10.17+** -- License Agreement [Eflornithine] between ILEX Oncology,
Inc. and Marion Merrell Dow Inc. and its subsidiaries
Merrell Dow Pharmaceuticals Inc. and Marion Merrell Dow
France Et Cie
10.18+ -- Development and License Agreement [crisnatol mesylate]
dated October 11, 1996 by and among the Company and
Janssen Pharmaceutica, N.V.
10.19+** -- License Agreement [Farnesyl Transferase Inhibitors] dated
July 1, 1996 by and between Sother Limited and the
Company
10.20+** -- License Agreement [RP 60475] dated November 18, 1994
between Rhone-Poulenc Rorer S.A. and the Company
10.21+** -- Agreement dated November 25, 1996 between Hoffmann-La
Roche, Inc. and the Company [RO23-7553]
10.22+** -- License and Development Agreement [MGBG] dated October 1,
1992 between Sterling Winthrop Inc. and CTRC Research
Foundation
10.23+ -- Research Collaboration Agreement dated December 12, 1995
between CTRC Research Foundation and Sanofi
10.24** -- Consent, Acknowledgment and Waiver Agreement dated
September 1994 by and among CTRC Research Foundation,
Sterling Winthrop Inc. and the Company
10.25 -- Intentionally omitted
10.26** -- Material Transfer Agreement [Dihydro-5-Azacytidine] dated
March 9, 1995 between the Company and the National
Institutes of Health
10.27+** -- Patent License Agreement--Exclusive [Methyl-Glyoxal
Bis-Guanylhydrazone] dated September 8, 1991 between the
National Institutes of Health and Cancer Therapy and
Research Center
10.28** -- Agreement for Services dated February 15, 1995 between
the Company and The University of Texas Health Science
Center at San Antonio
10.29** -- Agreement for Services effective September 20, 1994
between CTRC Research Foundation and The University of
Texas Health Science Center at San Antonio
10.30** -- Master Services Agreement (Preclinical Services) dated
June 11, 1996 by and between the Company and Lipitek
International, Inc.
</TABLE>

II-4
<PAGE> 6

<TABLE>
<CAPTION>
EXHIBIT NUMBER IDENTIFICATION OF EXHIBIT
-------------- -------------------------
<C> <S>
10.31** -- Letter Agreement dated September 28, 1995 between Cross
Atlantic Partners K/S, Boston Capital Ventures III.
Limited Partnership, Rovent II Limited Partnership, CTRC
Research Foundation and the Company
10.32** -- Warrant for the purchase of shares of Common Stock dated
September 1995 between the Company and Vector Securities
International, Inc.
10.33** -- Warrant for the Purchase of shares of Common Stock dated
July 1996 between the Company and Chestnut Partners, Inc.
10.34** -- Institute for Drug Development Program Agreement dated
September 20, 1994 between CTRC Research Foundation and
The University of Texas Health Science Center at San
Antonio
10.35** -- Subordinated Option Agreement dated March 27, 1995
between CTRC Research Foundation and the Company
10.36** -- Employment Agreement dated November 2, 1994 between
Richard L. Love and the Company
10.37** -- Amendment to Employment Agreement dated April 4, 1995
between Richard L. Love and the Company
10.38** -- Amendment to Employment Agreement dated September 27,
1995 between Richard L. Love and the Company
10.39** -- Employment Agreement dated November 2, 1994 between
Alexander L. Weis, Ph.D. and the Company
10.40** -- Amendment to Employment Agreement dated April 10, 1995
between Alexander L. Weis, Ph.D. and the Company
10.41** -- Amendment to Employment Agreement dated September 27,
1995 between Alexander L. Weis, Ph.D. and the Company
10.42** -- Employment Agreement dated August 13, 1996 between James
R. Koch and the Company
10.43** -- Employment Agreement dated August 27, 1996 between Pedro
Santabarbara, M.D., Ph.D. and the Company
10.44** -- Letter Agreement dated November 2, 1994 between Alexander
L. Weis, Ph.D. and the Company
10.45** -- Consulting Services Agreement dated March 16, 1995
between the Company and Charles A. Coltman, Jr., M.D.
10.46** -- Consulting Services Agreement dated January 1, 1995
between the Company and Daniel Von Hoff, M.D.
10.47** -- 1995 Stock Option Plan for the Company
10.48** -- 1996 Non-Employee Director Stock Option Plan for the
Company
10.49** -- Form of Non-Employee Director Stock Option Agreement
10.50** -- Third Amended and Restated Registration Rights Agreement
between the Company, CTRC and the holders of the Series
B, C, D and E Preferred Stock
10.51** -- Convertible Preferred Stock Purchase Agreement dated
September 29, 1995 among the Company and the holders of
Series B Preferred Stock
10.52** -- Convertible Preferred Stock Purchase Agreement dated
December 11, 1996 between the Company and MPI
10.53** -- Convertible Preferred Stock Purchase Agreement dated
November 11, 1996 between the Company and Johnson &
Johnson Development Corporation
</TABLE>

II-5
<PAGE> 7

<TABLE>
<CAPTION>
EXHIBIT NUMBER IDENTIFICATION OF EXHIBIT
-------------- -------------------------
<C> <S>
10.54** -- Convertible Preferred Stock Purchase Agreement dated as
of July 22, 1996 among the Company and the holders of
Series C Preferred Stock
10.55** -- Form of Pledge Agreement between Cancer Therapy and
Research Center Endowment and each of Gary V. Woods,
Ruskin C. Norman, M.D. and Robert V. West, Jr., Ph.D.
10.56+** -- Exclusive License Agreement [Oxypurinol] dated November
27, 1996 between MGI Pharma, Inc. and the Company
10.57+ -- Exclusive License Agreement [DHAC] dated November 27,
1996 between MGI Pharma, Inc. and the Company
10.58** -- Stock Purchase Agreement dated April 11, 1995 between
Daniel Von Hoff and the Company
10.59** -- Stock Purchase Agreement dated April 11, 1995 between
Alexander L. Weis and the Company
10.60** -- Stock Purchase Agreement dated April 11, 1995 between
Richard L. Love and the Company
10.61** -- Stock Purchase Agreement dated April 11, 1995 between
Charles A. Coltman, Jr. and the Company
10.62** -- Promissory Note dated April 12, 1995 between Daniel Von
Hoff and the Company
10.63** -- Promissory Note dated April 12, 1995 between Richard L.
Love and the Company
10.64** -- Promissory Note dated April 12, 1995 between Charles A.
Coltman, Jr. and the Company
10.65** -- Promissory Note dated April 12, 1995 between Alexander L.
Weis and the Company
10.66** -- Ownership Restriction Agreement dated December 11, 1996
between MPILEX Management, L.L.C., MPILEX Partners, L.P.
and holders of units thereof.
10.67** -- Agreement of Limited Partnership of MPILEX Partners, L.P.
among MPILEX Management, L.L.C.
10.68** -- Regulations of MPILEX Management, L.L.C. dated December
1996.
10.69+** -- License Agreement dated December 11, 1996 between MPILEX
Partners, L.P. and the Company
11.1** -- Computation of Earnings Per Share
23.1 -- Consent of Arthur Andersen LLP
23.2** -- Consent of Fulbright & Jaworski L.L.P. (included in 5.1)
24.1** -- Power of Attorney (included on signature page of initial
filing of this Registration Statement)
27** -- Financial Data Schedule
</TABLE>

- ---------------

** Previously filed.

+ Confidential treatment has been requested with respect to certain portions of
this exhibit. Omitted portions have been filed separately with the Securities
and Exchange Commission.

II-6
<PAGE> 8

(b) Financial Statement Schedules:

All financial statement schedules, for which provision is made in the
applicable accounting regulations of the Securities and Exchange Commission, are
not required under the related instructions, are inapplicable or information
required is included in the financial statements and therefore have been
omitted.

ITEM 17. UNDERTAKINGS.

The Registrant hereby undertakes to provide to the Underwriters at the
closing specified in the Underwriting Agreement, certificates in such
denominations and registered in such names as required by the Underwriters to
permit prompt delivery to each purchaser.

Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions described in Item 14 above, or
otherwise, the Registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

The Registrant hereby undertakes that:

(1) For purposes of determining any liability under the Securities Act
of 1933, the information omitted from the form of Prospectus filed as part
of this Registration Statement in reliance upon Rule 430A and contained in
a form of Prospectus filed by the Registrant pursuant to Rule 424(b)(1) or
(4) or 497(h) under the Securities Act shall be deemed to be part of this
Registration Statement as of the time it was declared effective.

(2) For the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of
Prospectus shall be deemed to be a new Registration Statement relating to
the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.

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<PAGE> 9

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this Amendment No. 5 to this Registration Statement
to be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of San Antonio, State of Texas on February 20, 1997.

ILEX ONCOLOGY, INC.

By: /s/ RICHARD L. LOVE

----------------------------------
Richard L. Love
President and Chief Executive
Officer

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
/s/ GARY V. WOODS* Director February 20, 1997
- -----------------------------------------------------
Gary V. Woods

/s/ RICHARD L. LOVE President, Chief Executive February 20, 1997
- ----------------------------------------------------- Officer and Director
Richard L. Love (Principal Executive
Officer)

/s/ ALEXANDER L. WEIS, Ph.D.* Director February 20, 1997
- -----------------------------------------------------
Alexander L. Weis, Ph.D.

/s/ JAMES R. KOCH* Vice President and Chief February 20, 1997
- ----------------------------------------------------- Financial Officer
James R. Koch (Principal Financial and
Accounting Officer)

/s/ DANIEL D. VON HOFF, M.D.* Director February 20, 1997
- -----------------------------------------------------
Daniel D. Von Hoff, M.D.

/s/ JOHN L. CASSIS* Director February 20, 1997
- -----------------------------------------------------
John L. Cassis

/s/ A. DANA CALLOW, JR.* Director February 20, 1997
- -----------------------------------------------------
A. Dana Callow, Jr.

/s/ RUSKIN C. NORMAN, M.D.* Director February 20, 1997
- -----------------------------------------------------
Ruskin C. Norman, M.D.

/s/ JASON S. FISHERMAN, M.D.* Director February 20, 1997
- -----------------------------------------------------
Jason S. Fisherman, M.D.

/s/ JERRY R. MITCHELL, M.D., Ph.D.* Director February 20, 1997
- -----------------------------------------------------
Jerry R. Mitchell, M.D., Ph.D.

*By: /s/ RICHARD L. LOVE
--------------------------------------------------
Richard L. Love
as Attorney-in-Fact
</TABLE>

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<PAGE> 10

EXHIBITS

<TABLE>
<CAPTION>
EXHIBIT NUMBER IDENTIFICATION OF EXHIBIT
-------------- -------------------------
<C> <S>
1.1** -- Form of Underwriting Agreement
3.1** -- Amended and Restated Certificate of Incorporation of the
Company
3.2** -- Bylaws of the Company, as amended
4.1** -- Specimen of certificate representing Common Stock, $.01
par value, of the Company
5.1** -- Opinion of Fulbright & Jaworski L.L.P. regarding legality
of the Common Stock being registered
10.1** -- Revolving Promissory Note dated November 18, 1994, in the
original principal amount of $500,000, payable by the
Company to CTRC Research Foundation
10.2** -- Loan Agreement dated November 18, 1994 between the
Company and CTRC Research Foundation
10.3** -- Letter Agreement dated December 4, 1996 between the
Company and CTRC Research Foundation terminating the line
of credit
10.4** -- Assignment of Rights and Assets dated November 1994 from
CTRC Research Foundation to the Company
10.5** -- First Amendment to Assignment of Rights and Assets dated
September 1995 between ILEX Oncology, Inc. and CTRC
Research Foundation
10.6** -- Services Agreement dated November 18, 1994 between CTRC
Research Foundation and the Company
10.7** -- Covenant Not To Sue dated September 1995 between CTRC
Research Foundation and the Company
10.8** -- Office Lease dated October 1, 1994 between the Company
and CTRC Research Foundation
10.9** -- Lease Agreement dated October 1, 1994 between Texas
Research and Technology Foundation and the Company
10.10** -- Lease Agreement dated September 1, 1995 between CTRC
Research Foundation and the Company
10.11** -- Commercial Industrial Sublease Agreement between
TRTF/CTRCRF Building Corporation and the Company
10.12** -- Agreement dated November 1, 1994 [cGMP Plant] by and
among Texas Research and Technology Foundation, CTRC
Research Foundation, TRTF/CTRCRF Building Corporation and
the Company
10.13+** -- License Agreement [Piritrexim Isethionate] dated March
31, 1995 by and among Burroughs Wellcome Co., The
Wellcome Foundation Limited and the Company
10.14+** -- License Agreement [Oxypurinol] dated March 31, 1995 by
and among Burroughs Wellcome Co., The Wellcome Foundation
Limited and the Company
10.15+** -- License Agreement [Crisnatol Mesylate] dated November 1,
1993 by and among Burroughs Wellcome Co., The Wellcome
Foundation Limited and CTRC Research Foundation
10.16+** -- Amendment and Agreement with Respect to License Agreement
[crisnatol mesylate] dated October 5, 1996 amending
License Agreement dated November 1, 1993 by and among
Burroughs Wellcome Co., The Wellcome Foundation Limited
and CTRC Research Foundation
</TABLE>

<PAGE> 11

<TABLE>
<CAPTION>
EXHIBIT NUMBER IDENTIFICATION OF EXHIBIT
-------------- -------------------------
<C> <S>
10.17+** -- License Agreement [Eflornithine] between ILEX Oncology,
Inc. and Marion Merrell Dow Inc. and its subsidiaries
Merrell Dow Pharmaceuticals Inc. and Marion Merrell Dow
France Et Cie
10.18+ -- Development and License Agreement [crisnatol mesylate]
dated October 11, 1996 by and among the Company and
Janssen Pharmaceutica, N.V.
10.19+** -- License Agreement [Farnesyl Transferase Inhibitors] dated
July 1, 1996 by and between Sother Limited and the
Company
10.20+** -- License Agreement [RP 60475] dated November 18, 1994
between Rhone-Poulenc Rorer S.A. and the Company
10.21+** -- Agreement dated November 25, 1996 between Hoffmann-La
Roche, Inc. and the Company [RO23-7553]
10.22+** -- License and Development Agreement [MGBG] dated October 1,
1992 between Sterling Winthrop Inc. and CTRC Research
Foundation
10.23+ -- Research Collaboration Agreement dated December 12, 1995
between CTRC Research Foundation and Sanofi
10.24** -- Consent, Acknowledgment and Waiver Agreement dated
September 1994 by and among CTRC Research Foundation,
Sterling Winthrop Inc. and the Company
10.25 -- Intentionally omitted
10.26** -- Material Transfer Agreement [Dihydro-5-Azacytidine] dated
March 9, 1995 between the Company and the National
Institutes of Health
10.27+** -- Patent License Agreement--Exclusive [Methyl-Glyoxal
Bis-Guanylhydrazone] dated September 8, 1991 between the
National Institutes of Health and Cancer Therapy and
Research Center
10.28** -- Agreement for Services dated February 15, 1995 between
the Company and The University of Texas Health Science
Center at San Antonio
10.29** -- Agreement for Services effective September 20, 1994
between CTRC Research Foundation and The University of
Texas Health Science Center at San Antonio
10.30** -- Master Services Agreement (Preclinical Services) dated
June 11, 1996 by and between the Company and Lipitek
International, Inc.
10.31** -- Letter Agreement dated September 28, 1995 between Cross
Atlantic Partners K/S, Boston Capital Ventures III.
Limited Partnership, Rovent II Limited Partnership, CTRC
Research Foundation and the Company
10.32** -- Warrant for the purchase of shares of Common Stock dated
September 1995 between the Company and Vector Securities
International, Inc.
10.33** -- Warrant for the Purchase of shares of Common Stock dated
July 1996 between the Company and Chestnut Partners, Inc.
10.34** -- Institute for Drug Development Program Agreement dated
September 20, 1994 between CTRC Research Foundation and
The University of Texas Health Science Center at San
Antonio
10.35** -- Subordinated Option Agreement dated March 27, 1995
between CTRC Research Foundation and the Company
10.36** -- Employment Agreement dated November 2, 1994 between
Richard L. Love and the Company
10.37** -- Amendment to Employment Agreement dated April 4, 1995
between Richard L. Love and the Company
</TABLE>

<PAGE> 12

<TABLE>
<CAPTION>
EXHIBIT NUMBER IDENTIFICATION OF EXHIBIT
-------------- -------------------------
<C> <S>
10.38** -- Amendment to Employment Agreement dated September 27,
1995 between Richard L. Love and the Company
10.39** -- Employment Agreement dated November 2, 1994 between
Alexander L. Weis, Ph.D. and the Company
10.40** -- Amendment to Employment Agreement dated April 10, 1995
between Alexander L. Weis, Ph.D. and the Company
10.41** -- Amendment to Employment Agreement dated September 27,
1995 between Alexander L. Weis, Ph.D. and the Company
10.42** -- Employment Agreement dated August 13, 1996 between James
R. Koch and the Company
10.43** -- Employment Agreement dated August 27, 1996 between Pedro
Santabarbara, M.D., Ph.D. and the Company
10.44** -- Letter Agreement dated November 2, 1994 between Alexander
L. Weis, Ph.D. and the Company
10.45** -- Consulting Services Agreement dated March 16, 1995
between the Company and Charles A. Coltman, Jr., M.D.
10.46** -- Consulting Services Agreement dated January 1, 1995
between the Company and Daniel Von Hoff, M.D.
10.47** -- 1995 Stock Option Plan for the Company
10.48** -- 1996 Non-Employee Director Stock Option Plan for the
Company
10.49** -- Form of Non-Employee Director Stock Option Agreement
10.50** -- Third Amended and Restated Registration Rights Agreement
between the Company, CTRC and the holders of the Series
B, C, D and E Preferred Stock
10.51** -- Convertible Preferred Stock Purchase Agreement dated
September 29, 1995 among the Company and the holders of
Series B Preferred Stock
10.52** -- Convertible Preferred Stock Purchase Agreement dated
December 11, 1996 between the Company and MPI
10.53** -- Convertible Preferred Stock Purchase Agreement dated
November 11, 1996 between the Company and Johnson &
Johnson Development Corporation
10.54** -- Convertible Preferred Stock Purchase Agreement dated as
of July 22, 1996 among the Company and the holders of
Series C Preferred Stock
10.55** -- Form of Pledge Agreement between Cancer Therapy and
Research Center Endowment and each of Gary V. Woods,
Ruskin C. Norman, M.D. and Robert V. West, Jr., Ph.D.
10.56+** -- Exclusive License Agreement [Oxypurinol] dated November
27, 1996 between MGI Pharma, Inc. and the Company
10.57+ -- Exclusive License Agreement [DHAC] dated November 27,
1996 between MGI Pharma, Inc. and the Company
10.58** -- Stock Purchase Agreement dated April 11, 1995 between
Daniel Von Hoff and the Company
10.59** -- Stock Purchase Agreement dated April 11, 1995 between
Alexander L. Weis and the Company
10.60** -- Stock Purchase Agreement dated April 11, 1995 between
Richard L. Love and the Company
10.61** -- Stock Purchase Agreement dated April 11, 1995 between
Charles A. Coltman, Jr. and the Company
</TABLE>

<PAGE> 13

<TABLE>
<C> <S>
10.62** -- Promissory Note dated April 12, 1995 between Daniel Von Hoff and the Company
10.63** -- Promissory Note dated April 12, 1995 between Richard L. Love and the Company
10.64** -- Promissory Note dated April 12, 1995 between Charles A. Coltman, Jr. and the Company
10.65** -- Promissory Note dated April 12, 1995 between Alexander L. Weis and the Company
10.66** -- Ownership Restriction Agreement dated December 11, 1996 between MPILEX Management,
L.L.C., MPILEX Partners, L.P. and holders of units thereof.
10.67** -- Agreement of Limited Partnership of MPILEX Partners, L.P. among MPILEX Management,
L.L.C.
10.68** -- Regulations of MPILEX Management, L.L.C. dated December 1996.
10.69+** -- License Agreement dated December 11, 1996 between MPILEX Partners, L.P. and the Company
11.1** -- Computation of Earnings Per Share
23.1 -- Consent of Arthur Andersen LLP
23.2** -- Consent of Fulbright & Jaworski L.L.P. (included in 5.1)
24.1** -- Power of Attorney (included on signature page of initial filing of this Registration
Statement)
27** -- Financial Data Schedule
</TABLE>

- ---------------

** Previously filed.

+ Confidential treatment has been requested with respect to certain portions of
this exhibit. Omitted portions have been filed separately with the Securities
and Exchange Commission.

<PAGE> 1
EXHIBIT 10.18

[Confidential treatment has been requested for portions of this exhibit. The
confidential portions have been redacted and are denoted by [**]. The
confidential portions have been separately filed with the commission.]

DEVELOPMENT AND LICENSE AGREEMENT

AGREEMENT, made as of this 11th day of October, 1996 by and between ILEX
ONCOLOGY INCORPORATED, a company organized under Texas law, having its
principal office at 14785 Omicron, Ste. 101, San Antonio, Texas 78245-3201
(hereinafter called "ILEX");

ON THE ONE HAND,

AND:

JANSSEN PHARMACEUTICA, N.V., a Belgium corporation having its principal place
of business at Turnhoutseweg 30, 2340 Beerse, (hereinafter called "JANSSEN");

ON THE OTHER HAND,

(ILEX and JANSSEN are each referred to herein by name or as a "Party" or,
collectively, as "Parties").

WITNESSETH:

A. WHEREAS, ILEX has an on-going research program in the field of oncology
and has developed a certain candidate compound referred to as crisnatol,
and has developed certain inventions, proprietary materials and know-how
with respect thereto;

B. WHEREAS, ILEX has exclusive licenses to certain patent rights and know-
how concerning the compound crisnatol in the United States and other
territories pursuant to a License Agreement dated November 1, 1993 with
Burroughs
<PAGE> 2
Wellcome Co. and The Wellcome Foundation Limited (the "BW AGREEMENT")
and has the ability to grant sublicenses thereunder;

C. WHEREAS, ILEX wishes to continue the ongoing development on crisnatol
for the purposes of developing a pharmaceutical product for the
treatment of cancer in humans;

D. WHEREAS, JANSSEN has been engaged in research efforts focused on the
development of pharmaceutical products and has certain research and
development capabilities to support the further development of crisnatol
and to manufacture, market and sell the product;

E. WHEREAS, JANSSEN is prepared to collaborate with ILEX in a program for
the development of crisnatol and to undertake a program for the
manufacture and sale of crisnatol, provided that JANSSEN is able to
obtain a license under the PATENT RIGHTS and KNOW-HOW (as hereinafter
defined) with exclusivity to protect its investment in such program;

F. WHEREAS, ILEX recognizes that JANSSEN requires such a license in order
to justify the investment in funding and personnel needed to develop and
market products developed hereunder and is willing to grant such rights.

G. WHEREAS, in connection herewith, JOHNSON & JOHNSON Development
Corporation, an AFFILIATE of JANSSEN, has agreed to make an investment
of $1.0 Million in ILEX, pursuant to a Share Purchase Agreement executed
contemporaneously herewith;

NOW, THEREFORE, in consideration of the premises and the performance of the
covenants herein contained, IT IS AGREED AS FOLLOWS:

ARTICLE 1. DEFINITIONS
<PAGE> 3
For the purposes of this agreement (hereinafter called the "LICENSE
AGREEMENT"), and solely for such purposes, the terms hereinafter set forth
shall have the following respective meanings:

1.1 "AFFILIATE" or "AFFILIATES" shall mean any corporation(s) or
organization(s) which directly or indirectly CONTROLS, is (are)
CONTROLLED by, or is (are) under common CONTROL with JANSSEN or ILEX, as
the case may be.

1.2 "COMPOUND" shall mean the chemical known as crisnatol mesylate, having
the chemical structure set forth on Appendix A attached hereto and made
a part hereof.

1.3 "CONTROL", "CONTROL(S)" or "CONTROLLED" shall mean the possession,
direct or indirect, of the power to direct or cause the direction of the
management and policies of the entity, whether through the ownership of
voting securities, by contract or otherwise.

1.4 "COST OF GOODS" means the cost of LICENSED PRODUCT inventory sold and
other manufacturing related costs with respect to the LICENSED PRODUCT.
These costs shall be defined as the sum of the applicable expenditures
incurred directly in bringing goods acquired and/or manufactured to
their existing condition or location. Cost of Goods Sold shall be
calculated in the manner set forth in Appendix B. In the event LICENSED
PRODUCT is sold in the form of combination products containing one or
more EXTRINSIC PRODUCTS, such EXTRINSIC PRODUCT component shall not be
included in the calculation of COST OF GOODS hereunder.

1.5 "DEVELOPMENT" shall mean INITIAL DEVELOPMENT and FULL DEVELOPMENT.
<PAGE> 4
1.6 "DEVELOPMENT PLAN" shall mean the plan for DEVELOPMENT of a LICENSED
PRODUCT attached hereto as APPENDIX C, and any and all amendments
recommended by the PMT and approved by JANSSEN pursuant to Article
3.1.2.2(b) hereof.

1.7 "EFFECTIVE DATE" shall mean the date at the head of this LICENSE
AGREEMENT.

1.8 "EXTRINSIC PRODUCT" shall mean an active ingredient other than the
COMPOUND or other components in a convenience package of kit format
containing COMPOUND, or other components in non-consumable devices
containing COMPOUND (such as, for example, implantable pumps or
electronic stimulators; however, items such as, for example, disposable
transdermal patches or prefilled syringes shall constitute consumable
devices).

1.9 "EUROPEAN MAJOR MARKET COUNTRIES" shall mean the United Kingdom,
Germany, France, Italy and Spain.

1.10 "FDA" shall mean the United States Food and Drug Administration.

1.11 "FIELD" shall mean the treatment and/or prophylaxis of cancer in humans.

1.12 "FULL DEVELOPMENT" shall mean all work necessary to carry out the
development plan for the purpose of filing MARKETING AUTHORIZATION
APPLICATIONS in the United States and Europe for the LICENSED PRODUCT in
the LEAD INDICATION.

1.13 "ILEX CHANGE IN CONTROL" shall mean any transaction or series of related
transactions in which (i) a pharmaceutical or biotechnology company with
annual worldwide sales or Five Hundred Million United States Dollars
($500,000,000) or more acquires or becomes the beneficial owner of more
than thirty-three percent (33%) of the outstanding voting securities of
ILEX or the surviving
<PAGE> 5
entity of any such transaction, whether by merger, consolidation,
reorganization, tender offer or other means or (ii) ILEX is liquidated.

1.14 "ILEX KNOW-HOW" shall mean all (i) information, not generally known to
the public, including all experience, data, formulas, procedures,
methods, models, assays and results, and including all chemical,
pharmacological, toxicological, clinical, analytical and quality control
data, and (ii) all PROPRIETARY MATERIALS which, in the case of (i) or
(ii), are (a) licensed to ILEX pursuant to the BW AGREEMENT or are
otherwise now in possession or hereafter developed or acquired during
the term of this LICENSE AGREEMENT by ILEX, or to which ILEX has rights
to grant licenses, which are useful in the development, manufacture or
use of LICENSED PRODUCT or (b) developed by ILEX in performance of the
DEVELOPMENT PROGRAM.

1.15 "INITIAL DEVELOPMENT" shall mean that portion of the DEVELOPMENT PLAN up
to and including the completion of a stochastic curtailment analysis of
the ongoing PHASE III study for the LEAD INDICATION according to the
DEVELOPMENT PLAN.

1.16 "JANSSEN KNOW-HOW" shall mean (i) such information, not generally known
to the public, including all experience, data, formulas, procedures,
methods, models, assays and results, and including all chemical,
pharmacological, toxicological, clinical, analytical and quality control
data, and (ii) all PROPRIETARY MATERIALS which in the case of either (i)
or (ii), are developed in the performance of the DEVELOPMENT program and
to which JANSSEN has rights to grant licenses, which JANSSEN discloses
to ILEX under this LICENSE AGREEMENT. Notwithstanding the foregoing,
JANSSEN
<PAGE> 6
KNOW-HOW shall not include the subject matter covered by any published
patent or patent application.

1.17 "LEAD INDICATION" shall mean the treatment of glioblastoma multiforma.

1.18 "LICENSED PRODUCT" shall mean the COMPOUND or any product containing the
COMPOUND as an active ingredient, (excluding, however, any in vitro or
in vitro diagnostic products);

(i) the manufacture, USE or SALE of which is covered by a
VALID CLAIM of the PATENT RIGHTS or that is SOLD by JANSSEN an
AFFILIATE of JANSSEN under conditions or circumstances which, if
unlicensed, would amount to infringement or contributory
infringement or inducement of infringement of the PATENT RIGHTS;
or

(ii) is made by or developed by JANSSEN through use of the ILEX
KNOW-HOW.

1.19 "MARKETING AUTHORIZATION" shall mean all allowances and approvals
(including pricing and reimbursement approvals) granted by the
appropriate federal, state and local regulatory agencies, departments,
bureaus or other governmental entities within a country necessary to
market and SELL LICENSED PRODUCT.

1.20 "MARKETING AUTHORIZATION APPLICATION" shall mean an application and all
supplements filed pursuant to the requirements of the appropriate
federal, state and local regulatory agencies, departments, bureaus or
other governmental entities within a country, including all documents,
data and other information concerning the LICENSED PRODUCT which are
necessary for or included in, an application for approval to market and
SELL LICENSED PRODUCT in such country. In the case of the United
States, MARKETING
<PAGE> 7
AUTHORIZATION APPLICATION shall mean a New Drug Application filed
pursuant to the requirements of the FDA as more fully defined in 21 CFR
Section 314.50 et seq.

1.21 "NET SALES," with respect to any LICENSED PRODUCT containing the
Compound as the sole active ingredient, means the gross sales (i.e.,
gross invoice prices) or such LICENSED PRODUCT billed by JANSSEN and its
AFFILIATES and SUBLICENSEES to the Third Party customers, less; (i)
actual credited allowances to such Third Party customers, less; (i)
actual credited allowances to such Third Party customers for spoiled,
damaged, outdated and returned LICENSED PRODUCT and for allowances in
lieu of returned LICENSED PRODUCT following price increases; (ii) the
amounts of customary trade and cash discounts, to the extent such trade
and cash discounts are not deducted by JANSSEN, its AFFILIATES its
SUBLICENSEES at the time of invoice in order to arrive at the gross
invoice prices; (iii) all transportation and handling charges, sales
taxes, excise taxes, use taxes or import/export duties actually paid;
and (iv) all other invoiced allowances and adjustments actually credited
to customers including, but not limited to, rebates paid to Third Party
payors, whether during the specific royalty period or not.

With respect to any LICENSED PRODUCT containing one or more active
ingredients in addition to the Compound, means the gross sales of such
LICENSED PRODUCT billed by JANSSEN, its AFFILIATES and its SUBLICENSEES
to Third Party customers, less all the allowances, adjustments,
discounts, taxes, duties and other charges referred to in this Section
1.22, multiplied by a fraction, the numerator of which shall be the
manufacturing cost or acquisition cost, as applicable, of the Compound
included in such LICENSED
<PAGE> 8
PRODUCT and the denominator of which shall be the manufacturing or
acquisition cost as applicable, of all active ingredients in such
LICENSED PRODUCT, including the Compound.

1.22 "PATENT RIGHTS" shall mean (i) the B.W. Co. and WFL patents and patent
applications listed in Appendix D under which ILEX is licensed pursuant
to the BW AGREEMENT and any and all patents that may issue from said
patent applications which contain claims covering the manufacture or use
of the COMPOUND, including any and all divisions, continuations,
continuations-in-part, extensions, substitution, renewals,
confirmations, supplementary protective certificates, registrations,
revalidations, reissues or additions or to any of such patents or patent
applications (ii) any other patents or patent applications containing
one or more claims covering a LICENSED PRODUCT, processes, products and
intermediates useful for its production, its compounding into final
product form, and formulations thereof, or the use or sale thereof,
owned or controlled by ILEX, or to which ILEX has rights and under which
ILEX has the right, at any time while this Agreement is in effect, to
grant licenses to in accordance with this Agreement, subject to any pre-
existing third party or government rights therein.

1.23 "PHASE III" shall mean that portion of the DEVELOPMENT PLAN which
provides for continued trials of LICENSED PRODUCT on sufficient numbers
of patients to established the safety and efficacy of a LICENSED PRODUCT
to support MARKETING AUTHORIZATION in the proposed indication. In
addition, PHASE III shall include the completion of all other
development work on animal toxicity, metabolism, drug substance and drug
product formulation
<PAGE> 9
and manufacturing development necessary to support MARKETING
AUTHORIZATION.

1.24 "PLAN COSTS" shall mean all out-of-pocket, direct and allocated expenses
ordinary and necessary to the execution of the DEVELOPMENT PLAN. Such
expenses include: (i) out-of-pocket costs, which include payments to
Third Parties for supplies, materials, and contracted outside services,
(ii) direct labor costs which include the compensation, benefits and
travel costs of ILEX employees required to carry out the DEVELOPMENT
PLAN; (iii) ILEX research and development department overhead which is
an allocation of general operating expenses such as depreciation, rent,
utilities, taxes, insurance and administrative salaries; (iv) allocated
ILEX general and administrative overhead which includes administrative
costs such as legal, information services, human resources and general
management, but excluding business development, licensing and marketing.
PLAN COSTS shall be accumulated in accordance with generally accepted
accounting principles. Allocations shall be handled on a consistent
basis.

1.25 "PMT" shall mean the Project Management Team.

1.26 "PROPRIETARY MATERIALS" shall mean any composition of matter, including
any of the following:

(i) any nucleotide sequence including DNA and RNA structures;

(ii) genes;

(iii) vectors or constructs including plasmids, phages or
viruses;

(iv) host organisms including bacteria, fungi, algae, protozoa
and hybridomas;
<PAGE> 10
(v) any eukaryotic or prokaryotic cell lines or expression
systems or development strains thereof;

(vi) antibodies;

(vii) recombinant proteins; or

(viii) chemical compounds; or

(ix) formulations or delivery devices; or

(x) any other chemical or biological material or micro-
organism.

1.27 "PROCESS OPTIMIZATION DEVELOPMENT PLAN" shall mean the plan for scale-up
and optimization of the chemical manufacturing process for the COMPOUND
attached hereto as APPENDIX E.

1.28 "SELLER" shall mean one who SELLS.

1.29 "SOLD", "SALE", "SALES", "SELL", "SELLING" and "SELLS" shall refer to
the act of selling or disposing of for value.

1.30 "SUBLICENSEE" shall mean a third party to whom JANSSEN has extended a
sublicense under Article 2.2 hereof.

1.31 "USE", "USES" and "USED" shall refer to the act of using for any
commercial purposes whatsoever.

1.32 "VALID CLAIM" shall mean a claim of an issued, unexpired patent within
the PATENT RIGHTS or a claim being prosecuted in a pending application
within the PATENT RIGHTS. A claim of an issued, unexpired patent shall
be presumed to be valid unless and until it has been held to be invalid
by a final judgment of a court of competent jurisdiction from which no
appeal can be or is taken. For the purposes of royalty determination
and payment under Article 5 hereof, any claim being prosecuted in a
pending patent application shall be deemed to be the equivalent of a
valid claim of an issued, unexpired patent.
<PAGE> 11
ARTICLE 2. LICENSES

2.1 Subject to the limited research license retained by the Licensor under
Article 3.3 of the B.W. AGREEMENT, ILEX hereby grants to JANSSEN and
JANSSEN hereby accepts for ILEX, upon the terms and conditions herein
specified, a worldwide exclusive license or sublicense, as applicable,
in the FIELD, under the PATENT RIGHTS and ILEX KNOW-HOW to develop,
make, have made, USE, SELL and have SOLD, LICENSED PRODUCTS.

2.2 The license granted under Article 2.1 shall remain exclusive (i) as to
the PATENT RIGHTS, for their respective lives on a country-by-country
basis, and (ii) as to the ILEX KNOW-HOW, until the termination of
JANSSEN's obligation to make royalty payments under Article 5.2 hereof,
at which time the license under the ILEX KNOW-HOW shall automatically
become a fully paid, exclusive license. Notwithstanding the foregoing,
however, with respect to any country of the European Union, the license
granted under Article 2.1 to the ILEX KNOW-HOW shall remain exclusive
until the earlier of (i) the date on which the ILEX KNOW-HOW becomes
published or generally known to the public through no fault on the part
of JANSSEN, its AFFILIATES or SUBLICENSEES or (ii) the tenth (10th)
anniversary of the first commercial sale of the first LICENSED PRODUCT
in any country of the European Union, at which time the license under
the ILEX KNOW-HOW shall automatically become a fully paid, non-exclusive
license.

2.2 The license and sublicenses granted hereunder shall include the right to
grant sub-licenses to AFFILIATES and third party SUBLICENSEES, provided
that JANSSEN agrees to be responsible for the performance hereunder by
its AFFILIATES and SUBLICENSEES to which the license and rights shall
have
<PAGE> 12
been extended. JANSSEN may sell LICENSED PRODUCTS through its
AFFILIATES or agents in any country.

2.3 If JANSSEN, ILEX or any of their sublicensees, AFFILIATES or assignees
discover a use, indication or potential use or indication of the
LICENSED PRODUCT which is outside the scope of the FIELD (such use,
indication or potential use or indication being referred to as an
"Additional Use"), the party discovering such Additional Use shall
notify the other in writing and JANSSEN and ILEX shall promptly meet to
discuss the submission of a written proposal to Glaxo Wellcome Inc. to
obtain the rights to such Additional Use pursuant to the terms of the BW
AGREEMENT as amended October 5, 1996. At JANSSEN's option, any rights
obtained by ILEX to such Additional Use shall inure to the benefit of
JANSSEN and such Additional Use shall be included in the license
hereunder, under the same terms and conditions as a LICENSED PRODUCT in
the FIELD, unless otherwise agreed to by the parties in writing.

2.3 No other, further or different license or right, except as expressly
provided in Article 2 hereof, is hereby granted or implied.

ARTICLE 3. DEVELOPMENT AND COMMERCIALIZATION

3.1 DEVELOPMENT

3.1.1 Development Program

(a) Promptly following execution of this LICENSE AGREEMENT,
ILEX shall use its best efforts based on ILEX's reasonable
business judgment, to execute the DEVELOPMENT PLAN and to
carry out the activities for FULL DEVELOPMENT of the
LICENSED PRODUCT so that JANSSEN can launch the LICENSED
PRODUCT in the United States and Europe no later than the
<PAGE> 13
second quarter of the year 2000. In the course of such
efforts ILEX shall, under the direction of JANSSEN as
coordinated by the PMT as set forth in Article 3.1.2
hereto, take appropriate steps including the following:

(i) Establish and maintain a program reasonably
designed, funded and resourced to complete PHASE
III trials on the LICENSED PRODUCT for the LEAD
INDICATION;

(ii) Proceed following successful completion of PHASE
III trials, other associated studies and all other
work which the PMT reasonably deems to be required,
to prepare and compile the necessary regulatory
documentation for inclusion in a filing of
MARKETING AUTHORIZATION APPLICATIONS in the United
States and Europe for the LICENSED PRODUCT for the
LEAD INDICATION. In the case of Europe, the filing
may be based on the EC multistate procedure or
individual filings in at least the EUROPEAN MAJOR
MARKET COUNTRIES.

(b) In carrying out the DEVELOPMENT PLAN, ILEX shall make
available the number of qualified "full time equivalents"
of its scientific, engineering, manufacturing and other
personnel specified in the DEVELOPMENT PLAN, and shall
take such steps as it deems necessary, in order to perform
its obligations in accordance with the terms hereof. ILEX
shall use its best based on its reasonable business
judgment efforts to carry out the DEVELOPMENT PLAN in
accordance with the agreed upon time
<PAGE> 14
and event schedule, in consultation with the PMT. JANSSEN
shall have the right to control and direct performance of
the DEVELOPMENT PLAN through the PMT, and shall have the
right to approve any material agreement with third parties
to be made by ILEX related to performance of the
DEVELOPMENT PLAN hereunder which approval shall not be
unreasonably withheld.

(c) MARKETING AUTHORIZATION APPLICATIONS shall be compiled by
ILEX based on information generated during the FULL
DEVELOPMENT program. At JANSSEN's option, MARKETING
AUTHORIZATION APPLICATIONS shall either be filed by
JANSSEN or filed by ILEX and transferred to JANSSEN.
JANSSEN shall own all such MARKETING AUTHORIZATIONS.
JANSSEN shall exercise reasonable efforts, commensurate
with the efforts it would normally exercise for products
of similar potential sales volume and consistent with its
overall business strategy to obtain MARKETING
AUTHORIZATION for LICENSED PRODUCT in such countries as
JANSSEN deems appropriate. JANSSEN shall prosecute such
submissions and file the necessary reports and responses
to requests fromt he pertinent regulatory authorities.
ILEX shall prepare supporting documentation requested by
JANSSEN. ILEX shall further assist JANSSEN with the
preparation of supporting data to apply for and pursue
MARKETING AUTHORIZATION APPLICATIONS.

3.1.2 Management
<PAGE> 15
3.1.2.1 The PMT

Promptly after THE EFFECTIVE DATE HEREOF, the parties shall
establish the PMT. The PMT shall be formed from a number of
representatives of ILEX and a number of representatives of
JANSSEN to be agreed upon by the parties from time to time. One
of the JANSSEN members of the PMT, chosen at the sole discretion
of JANSSEN, shall serve as chair of the PMT. Regardless of the
number of representatives form each party on the PMT, each party
shall present one consolidated view and have one vote on any
issue in dispute. All decisions of the PMT must be unanimous.
If the PMT fails to reach unanimous agreement on any matter
before it for consideration, the matter shall be submitted to the
Chief Executive of ILEX and the President of JANSSEN RESEARCH
FOUNDATION for resolution. If the dispute is not so resolved,
then the President of JANSSEN RESEARCH FOUNDATION shall have the
final decision. Meetings of the PMT shall be held at least
quarterly and may be called by either party with not less than
ten (10) working days notice to the other unless such notice is
waived, and meetings shall be held as agreed to by the parties
from time-to-time. The PMT may be convened, polled or consulted
from time to time by means of telecommunication or
correspondence. Each party will disclose to the other proposed
agenda items reasonably in advance of each meeting of the PMT.
Each party shall bear its own costs for participation in the PMT.

3.1.2.2 Functions of the PMT

The PMT shall be responsible for coordinating the management of
the DEVELOPMENT of LICENSED PRODUCTS performed under the
<PAGE> 16
provisions of this LICENSE AGREEMENT. In carrying out this
function, the PMT will:

(a) coordinate and oversee activities to be undertaken under
the DEVELOPMENT PLAN and specify the details under which
the DEVELOPMENT PLAN shall be carried out;

(b) review progress of the performance of the DEVELOPMENT PLAN
at lest monthly during the first six (6) months of
DEVELOPMENT and thereafter at least quarterly, and
recommend changes or modifications to the DEVELOPMENT
PLAN, including budgets and deadlines, which shall be
subject to approval by the Janssen Research Management
Board. The DEVELOPMENT PLAN shall be updated at least
annually;

(c) submit progress reports to JANSSEN as to the performance
of THE DEVELOPMENT PLAN, the first such report to be
submitted two (2) months following the EFFECTIVE DATE and
at three (3) month intervals thereafter until the SALE of
LICENSED PRODUCT is approved and LICENSED PRODUCT is being
marketed on a regular commercial basis. Minutes of
meetings of the PMT may serve as such progress reports;

(d) attempt to settle disputes or disagreements between the
parties regarding the performance of the DEVELOPMENT PLAN;

(e) review any material agreements with third parties to be
made by ILEX related to performance of the DEVELOPMENT
PLAN hereunder prior to submission to JANSSEN for their
approval;
<PAGE> 17
(f) review progress of the overall development of the LICENSED
PRODUCT, including activities outside of the DEVELOPMENT
PLAN and keep the parties informed to the progress
thereof;

(g) perform such other functions as are appropriate to further
the purposes of this LICENSE AGREEMENT as determined by
the parties.

ILEX shall designate a single project coordinator whose duties
shall be to oversee matters arising under the DEVELOPMENT PLAN
and to facilitate the communication of study results. Such
project coordinator shall be responsible for day-to-day worldwide
coordination of the DEVELOPMENT PLAN and to facilitate
communication between the parties relating to the DEVELOPMENT
PLAN.

3.1.2.3 Information and Access

ILEX and JANSSEN shall provide the PMT, its members and
authorized representatives with reasonable access during regular
business hours to all records and documents relating to the
performance of this Agreement which it reasonably may request in
order to perform its obligations hereunder; provided that if such
documents are under a bona fide obligation of confidentiality to
a third party, ILEX and JANSSEN, as the case may be, may withhold
access thereto to the extent necessary to satisfy such
obligation.

3.1.3 Development Funding

(a) Following the EFFECTIVE DATE hereof, JANSSEN shall reimburse ILEX
for all PLAN COSTS incurred by ILEX in connection with the
activities carried out by ILEX during INITIAL DEVELOPMENT up to a
<PAGE> 18
maximum amount of [**] Dollars ($ [**] ). All costs
required to complete INITIAL DEVELOPMENT in accordance with the
DEVELOPMENT PLAN as attached hereto in excess of such amount
shall be for ILEX's account. All costs associated with
modifications to the DEVELOPMENT PLAN or associated with work
requested by JANSSEN and not included in the DEVELOPMENT PLAN
shall be for JANSSEN's account.

(b) During the period of INITIAL DEVELOPMENT, both ILEX and JANSSEN
will work cooperatively to reduce the COST OF GOODS to an amount
equal to or less than [**] percent ([**]%) of ESTIMATED
NET SALES by optimizing (i) the chemical manufacturing process
and (ii) the formulation of LICENSED PRODUCT. ILEX will be
responsible for optimizing and scale-up of the chemical
manufacturing process for compound in accordance with the PROCESS
OPTIMIZATION DEVELOPMENT PLAN, which shall be completed by March
1, 1997. JANSSEN will be responsible for optimizing the
formulation for LICENSED PRODUCT. ILEX will actively assist
JANSSEN in JANSSEN's efforts to optimize the formulation for
LICENSED PRODUCT and JANSSEN will actively assist ILEX's efforts
to optimize and scale-up the chemical manufacturing process for
COMPOUND. JANSSEN will reimburse ILEX for its costs incurred
prior to March 1, 1997 associated with ILEX's performance of the
PROCESS OPTIMIZATION DEVELOPMENT PLAN up to an amount equal to
[**] Dollars ($ [**] ). Costs shall be defined in the
same manner as PLAN COSTS.
<PAGE> 19
(c) Following the period of INITIAL DEVELOPMENT, provided JANSSEN has
not elected to terminate this LICENSE AGREEMENT in accordance
with the provisions of Article 17.1, the parties shall proceed
with FULL DEVELOPMENT and JANSSEN shall reimburse ILEX for all
PLAN COSTS associated with FULL DEVELOPMENT, up to a maximum
amount for all DEVELOPMENT costs, including INITIAL DEVELOPMENT,
of [**] Dollars ($ [**] ). All costs required to
complete DEVELOPMENT in accordance with the DEVELOPMENT PLAN as
attached hereto in excess of such amount shall be for ILEX's
account. Costs related to modifications to the DEVELOPMENT PLAN
or work performed by, or requested by JANSSEN for developing the
LICENSED PRODUCT in excess of the work defined in the DEVELOPMENT
PLAN which result from additional requirements of Health
Authorities in one or more countries or for post-marketing
studies, or for other reasons shall be borne by JANSSEN.

(d) JANSSEN shall pay ILEX for PLAN COSTS and costs associated with
manufacturing optimization and scale-up activities performed by
ILEX pursuant to Article 3.1.3(b) hereof on a monthly basis.
ILEX shall invoice JANSSEN monthly for PLAN COSTS incurred during
the preceding month. JANSSEN shall pay such invoices by the end
of the month immediately following the month in which it receives
ILEX's invoices.

3.1.4 Recordkeeping and Audit

ILEX will maintain complete and accurate records which are relevant to
its execution of the DEVELOPMENT PLAN and manufacturing optimization
<PAGE> 20
activities pursuant to the SCALE-UP DEVELOPMENT PLAN, including records
concerning the expenditures associated therewith. ILEX shall maintain
all records relating thereto, including raw data, patient case reports,
microscope slides of tissues and the like in good order in the event
that the FDA or other regulatory authorities wish to inspect such data
as part of the regulatory approval of a LICENSED PRODUCT or as part of
their continuing oversight of the development and marketing of the
LICENSED PRODUCT. Such records shall be open during regular business
hours for a period of two (2) years from creation of individual records
for examination at JANSSEN's expense for the sole purpose of verifying
whether such expenditures are in accordance with the agreed DEVELOPMENT
PLAN as administered by the PMT; provided however, that such right may
not be exercised more than once in any calendar year. JANSSEN shall be
entitled to a credit against future PLAN COST payments or a refund for
any expenditures which such audit reveals were not made in accordance
with the DEVELOPMENT PLAN as administered by the PMT.

3.1.5 Transfer of Know-How

Upon completion of FULL DEVELOPMENT, or otherwise upon JANSSEN's
request, ILEX agrees to use its best efforts to assure the complete
transfer to JANSSEN of all existing ILEX KNOW-HOW reasonably necessary
for JANSSEN to manufacture, USE and SELL LICENSED PRODUCT and otherwise
fulfill the purposes of this Agreement ILEX shall provide JANSSEN with
such supporting documentation necessary for JANSSEN to obtain MARKETING
AUTHORIZATION for LICENSED PRODUCT for the LEAD INDICATION or any other
indication for LICENSED PRODUCT and shall provide JANSSEN with
appropriate regulatory letters of reference and certificates necessary.
<PAGE> 21
Thereafter during the term of this Agreement, any additional ILEX KNOW-
HOW relating to the FIELD developed by ILEX and which ILEX has the right
to disclose to JANSSEN shall be disclosed within a reasonable time of
its receipt or development. JANSSEN shall be free to use such ILEX
KNOW-HOW received hereunder for the purposes of this Agreement as it, in
its sole discretion, deems appropriate.

3.2 COMMERCIALIZATION

3.2.1 Once a LICENSED PRODUCT has been approved for marketing, JANSSEN
shall be responsible, at its sole discretion, for the promotion,
advertising and SELLING of LICENSED PRODUCT under this LICENSE
AGREEMENT. In doing so, JANSSEN shall exercise reasonable
efforts, commensurate with the efforts it would normally exercise
for products with similar potential sales volume and consistent
with its overall business strategy.

3.2.2 Notwithstanding any other provision hereunder, JANSSEN makes no
representation or warranty that it will develop or market any
LICENSED PRODUCT covered by this Agreement unless JANSSEN
determines, in its sole discretion, that such development and
marketing is economically or technically justified, or, if
JANSSEN does develop or market any of the LICENSED PRODUCTS, that
such LICENSED PRODUCT shall be the exclusive means by which
JANSSEN or its AFFILIATES will participate in the field in which
the LICENSED PRODUCT is marketed. In the event JANSSEN decides
not to market any LICENSED PRODUCT hereunder, it shall promptly
notify ILEX and shall terminate this LICENSE AGREEMENT, pursuant
to Article 17 hereof. Furthermore,
<PAGE> 22
all business decisions including, without limitation, the design,
sale, price and promotion of LICENSED PRODUCTS covered under this
Agreement and the decision whether to sell a LICENSED PRODUCT
shall be within the sole discretion of JANSSEN. ILEX
acknowledges that JANSSEN or its AFFILIATES may now or in the
future develop or acquire products for the treatment, diagnosis
and prevention of disease in the field in which LICENSED PRODUCTS
are developed or marketed.

ARTICLE 4. LICENSE FEES

4.1 In consideration of the rights and licenses granted to JANSSEN under
this Agreement, JANSSEN shall pay ILEX an initial license fee of
Five Hundred Thousand Dollars ($500,000) within ten (10) Days of the
EFFECTIVE DATE.

4.2 In addition, JANSSEN shall pay to ILEX, subject to Article 17, Milestone
License Fees in amounts and times as follows:

(i) in the event INITIAL DEVELOPMENT is completed with 50
evaluable patients prior to March 1, 1997, and provided
JANSSEN has not terminated this LICENSE AGREEMENT in
accordance with Article 17.1 hereof: [**]
Dollars ($ [**] );

(ii) within thirty(30) days of the first filing of a MARKETING
AUTHORIZATION APPLICATION in the United States for the
LEAD INDICATION: [**] Dollars ($ [**] );

(iii) within thirty (30) days of the filing of MARKETING
AUTHORIZATION APPLICATIONS in the first country of the
EUROPEAN MAJOR MARKET COUNTRIES for the LEAD INDICATION:
[**] Dollars ($ [**] );
<PAGE> 23
(iv) within thirty (30) days of the first filing of a MARKETING
AUTHORIZATION APPLICATION in Japan for the LEAD
INDICATION: [**] Dollars ($ [**] );

(v) within thirty (30) days of the receipt of the first
MARKETING AUTHORIZATION permitting commercial sale of
LICENSED PRODUCT for the LEAD INDICATION in the United
States: [**] Dollars ($ [**] );

(vi) within thirty (30) days of receipt of MARKETING
AUTHORIZATION permitting commercial sale of LICENSED
PRODUCT for the LEAD INDICATION in the first country of
the EUROPEAN MAJOR MARKET COUNTRIES: [**]
Dollars ($ [**] );

(vii) within thirty (30) days of the receipt of the first
MARKETING AUTHORIZATION permitting commercial sale of
LICENSED PRODUCT for the LEAD INDICATION in Japan:
[**] Dollars ($ [**] );

(viii) within thirty (30) days of the receipt of the first
MARKETING AUTHORIZATION permitting commercial sale of
LICENSED PRODUCT for one additional indication other than
the LEAD INDICATION in the United States:
[**] Dollars ($ [**] );

(ix) within thirty (30) days of the receipt of the first
MARKETING AUTHORIZATION permitting commercial sale of
LICENSED PRODUCT for one additional indication other than
the LEAD
<PAGE> 24
INDICATION in the first country of the EUROPEAN MAJOR
MARKET COUNTRIES: [**] Dollars
($ [**] );

(x) within thirty (30) days of the receipt of the first
MARKETING AUTHORIZATION permitting commercial sale of
LICENSED PRODUCT for one additional indication other than
the LEAD INDICATION in Japan: [**] Dollars
($ [**] ).

ARTICLE 5. ROYALTIES, RECORDS AND REPORTS

5.1 For the rights and privileges granted under this LICENSED AGREEMENT,
JANSSEN shall pay to ILEX, subject to Article 17, earned royalties on
the NET SALES of all LICENSED PRODUCTS that are SOLD by or for JANSSEN
or AFFILIATES or SUBLICENSEES under this LICENSE AGREEMENT. The royalty
rate shall increase or decrease in accordance with the following formula
as a result of changes in the COST OF GOODS made as a result of
optimizing the formulation and bulk production of LICENSED PRODUCT:

(a) for all sales in a calendar year up to and including
[**] Dollars ($ [**] ), a royalty based on the
Actual Cost of Goods Percentage (ACOG%, as defined below
in paragraph 5.1(d)) as follows:

(i) where the ACOG% is [**] percent ([**]%) or
less: a royalty of [**] percent ([**]%);

(ii) where the ACOG% is [**] percent ([**]%) or
more: a royalty of [**] percent ([**]%);
<PAGE> 25
(iii) where the ACOG% is between [**] percent ([**]%)
and [**] percent ([**]%): a royalty
calculated in accordance with the following
formula:

[**]

wherein AR is the adjusted royalty rate, and AR1 is
the Royalty Rate Adjustment for Cost of Goods
Percentage Changes, calculated as set forth in
Article 5.1(d).

(b) for all sales in a calendar year greater than
[**] Dollars ($ [**] ), up to and including
[**] Dollars ($ [**] ), a royalty based on the
ACOG% as follows:

(i) where the ACOG% is [**] percent ([**]%) or
less: a royalty of [**] percent ([**]%);

(ii) where the ACOG% is [**] percent ([**]%) or
more: a royalty of [**] percent ([**]%);

(iii) where the ACOG% is between [**] percent ([**]%)
and [**] percent ([**]%): a royalty
calculated in accordance with the following
formula:

[**]

wherein AR is the adjusted royalty rate, and AR is
the Royalty Rate Adjustment for Cost of Goods
Percentage Changes, calculated as set forth in
Article 5.1(d).

(c) for all sales in a calendar year exceeding
[**] Dollars ($ [**] ), a royalty based on
the ACOG% as follows:
<PAGE> 26
(i) where the ACOG% is [**] percent ([**]%) or
less: a royalty of [**] percent ([**]%);

(ii) where the ACOG% is [**] percent ([**]%) or
more: a royalty of [**] percent ([**]%);

(iii) where the ACOG% is between [**] percent
([**]%) and [**] percent ([**]%): a
royalty calculated in accordance with the following
formula:

[**]

wherein AR is the adjusted royalty rate, and AR is
the Royalty Rate Adjustment for Cost of Goods
Percentage Changes, calculated as set forth in
Article 5.1(d).

(d) As used herein, the Actual Cost of Goods Percentage
(ACOG%) is calculated in accordance with the formula:
ACOG% = [**] where ACOG is the Actual COST OF
GOODS and RP is the Reference Net Sales Price as defined
below. The Royalty Rate Adjustment for Cost of Good
Percentage Changes (AR) shall be calculated in accordance
with the following formula:

[**]

wherein RCOG is the Reference Cost of Goods, ACOG is the
Actual COST OF GOODS and RP is the Reference Net Sales
Price. The Reference Net Sales Price (RP) is $ [**] and
the Reference Cost of Goods (RCOG) equals $ [**] and
reflects the projected Net Sales Price and COST OF GOODS
of the current contemplated base therapy using [**] cycles
of [**] grams of COMPOUND per cycle ([**] cycle -
[**] ). Should the required
<PAGE> 27
dose not equal [**] grams COMPOUND per cycle for [**]
cycles, but rather some other dose, the Reference Cost of
Goods and Reference Net Sales Price shall be adjusted
accordingly to reflect such change. The Actual Cost of
Goods (ACOG) shall be calculated based on the same base
therapy as set forth above and shall be adjusted annually
at the beginning of each calendar year by taking the
average COST OF GOODS sold for the previous calendar year.
Thus, by way of non-limiting example, if the Actual Cost
of Goods is reduced to $ [**] and the Reference Net
Sales Price is $ [**] , the Actual Cost of Goods
Percentage (ACOG%) will be [**]% and paragraph (iii)
above will apply in each instance. AR(1) will be: [**]
and the Royalty Rate under paragraph (a)(iii) above will be
[**] .

5.2 Earned royalty shall be paid pursuant to Article 5.1 hereof on all
LICENSED PRODUCTS, on a country-by-country basis for eight (8) years
from first commercial sale of the first LICENSED PRODUCT in such
country. Thereafter, royalties shall be paid in respect of a given
LICENSED PRODUCT until the expiration of the last to expire of the
PATENT RIGHTS containing a VALID CLAIM covering the LICENSED PRODUCT in
such country. Notwithstanding the foregoing, however, with respect to
any country of the European Union, royalties on NET SALES of LICENSED
PRODUCT which are payable only by virtue of the ILEX KNOW-HOW shall be
payable commencing from the date of first commercial sale of the first
LICENSED PRODUCT in such country and ending on the earlier of (i) the
date on which the ILEX KNOW-HOW becomes
<PAGE> 28
published or generally known to the public through no fault on the part
of JANSSEN, its AFFILIATES or SUBLICENSEES or (ii) the eighth (8th)
anniversary of the first commercial sale of the first LICENSED PRODUCT
in such country.

5.3 Earned royalty shall be paid pursuant to Article 5.1 hereof on all
LICENSED PRODUCTS SOLD under this LICENSE AGREEMENT; however, the earned
royalty payable on a given LICENSED PRODUCT made hereunder shall not
become due and owing until such LICENSED PRODUCT is SOLD. The earned
royalty for any particular LICENSED PRODUCT shall be due upon the first
bona fide arm's length SALE thereof and any subsequent SALE of such
LICENSED PRODUCT by other than JANSSEN, an AFFILIATE or SUBLICENSEE
shall be royalty free.

5.4 Notwithstanding the provisions of Article 5.3 hereof, in the case of
transfers or SALES of any LICENSED PRODUCT between JANSSEN and an
AFFILIATE or SUBLICENSEES or between AFFILIATES, one and only one
royalty shall be payable thereon and such royalty shall become payable
upon the final SALE thereof to a third party.

5.5 For the purposes of reporting and making payments of earned royalties
under this LICENSE AGREEMENT, the manufacture, SALE or USE of LICENSED
PRODUCTS by any AFFILIATE, or SUBLICENSEE to which the license and
rights shall have been extended shall be considered the manufacture,
SALE or USE of such LICENSED PRODUCT by JANSSEN and any such AFFILIATE
or SUBLICENSEE may make the pertinent reports and royalty payments
specified in this Article 5 hereof directly to ILEX on behalf of
JANSSEN; otherwise, such reports and payments on account of SALES of
LICENSED
<PAGE> 29
PRODUCTS by each AFFILIATE and SUBLICENSEE shall be made by JANSSEN;
and, in ny event the SALES of LICENSED PRODUCT by each such AFFILIATE
shall be separately shown in the reports to ILEX if such information is
readily available to JANSSEN.

5.6 ILEX hereby agrees, at the request of JANSSEN, to grant direct licenses
containing the same terms, conditions and provisions as this Agreement
to any AFFILIATE under LICENSED PATENTS and ILEX KNOW-HOW to make, have
made, use, sell and have sold LICENSED PRODUCTS. Any such licensed
AFFILIATE shall thereafter report NET SALES directly to ILEX and the
activities of any such AFFILIATE shall not be includable in any reports
made by JANSSEN to ILEX.

5.7 JANSSEN shall keep full, true and accurate books of account containing
all particulars in accordance with JANSSEN'S normal accounting
procedures then in effect for the purpose of showing the amount payable
to ILEX by way of royalty as aforesaid or by way of any other provision
hereunder. Said books of account shall be kept at JANSSEN's principal
place of business. Said books and the supporting data shall be
maintained and kept open during reasonable business hours, for four (4)
years following the end of the calendar year to which they pertain (and
access shall not be denied thereafter, if reasonably available), to the
inspection of an independent certified public accountant retained by
ILEX and reasonably acceptable to JANSSEN for the purpose of verifying
JANSSEN's royalty statements, or JANSSEN's compliance in other respects
with this LICENSE AGREEMENT, but this right to inspect may not be
exercised more than one in any year and once a calendar year is audited,
it may not be re-audited. Said accountant shall disclose to ILEX only
information relating solely
<PAGE> 30
to the accuracy of the royalty reports and the royalties paid under this
Agreement. Names of customers and other confidential information shall
not be disclosed to ILEX by such independent accountant. Such
accountant shall be retained at ILEX'S sole expense.

5.8 As soon as possible after the first day of January, April, July and
October of each year, and in no event later than forty-five (45) days
after each such date, JANSSEN shall deliver to ILEX a true and accurate
report, in respect of LICENSED PRODUCTS SOLD by JANSSEN, AFFILIATES, and
SUBLICENSEES and the NET SALES due during the preceding three (3) months
("Accounting Period") under this LICENSE AGREEMENT showing (i) the NET
SALES of all LICENSED PRODUCTS in the United States or the Non-U.S.
Territory, as applicable; during the Accounting Period; (ii) the
royalties which have accrued hereunder in respect of such sales (iii)
withholding taxes, if any, required by law to be deducted in respect of
such sales; and (iv) the exchange rates used in determining the amount
of royalties payable.

ILEX will then promptly deliver an invoice to JANSSEN in a form
acceptable to JANSSEN. Within thirty (30) days of receipt of such
invoice, JANSSEN shall pay to ILEX the royalty and any other payments
due under this LICENSE AGREEMENT for the period covered by such report.
If no royalties are due, it shall be so reported. Royalties shall be
paid to ILEX in United States Dollars at ILEX'S office specified for
the purposes of giving notice in Article 22 hereof.

5.9 The remittance of royalties payable on sales outside the United States
will be payable to ILEX in United States Dollars equivalents at the
official rate of exchange of the currency of the country from which
<PAGE> 31
the royalties are payable as quoted by The Wall Street Journal, New York
Edition, for the day upon which the transfer of funds for the royalty
payment is made. If the transfer or the conversion into United States
Dollar equivalents in any such instance is not lawful or possible, the
payment of such part of the royalties as is necessary shall be made by
the deposit thereof, in the currency of the country where the sales were
made on which the royalty was based, to the credit and account of ILEX
or its nominee in any commercial bank or trust company of its choice
located in that country, prompt notice of which shall be given by
JANSSEN to ILEX.

5.10 In any country where the rate of royalty is limited by law, the royalty
payment shall be made to ILEX at the highest rate permitted by law or
allowed for tax deductibility purposes in that county for licenses of
the type herein granted provided that such rate is equal to or less than
the rate specified in this LICENSE AGREEMENT.

5.11 Any tax required to be withheld on royalties payable to ILEX under the
laws of any foreign country shall be promptly paid by JANSSEN for and on
behalf of ILEX to the appropriate governmental authority, and JANSSEN
shall furnish ILEX with proof of payment of such tax together with
official or other appropriate evidence issued by the appropriate
governmental authority sufficient to enable ILEX to support a claim for
income tax credit in respect of any sum so withheld. Any such tax
required to be withheld shall be an expense of and borne by ILEX.

5.12 JANSSEN'S obligation to make payments of royalties under this Article
shall be waived an excused to the extent that the statutes, laws, codes,
or government regulations of the country from which such payments are to
be paid prohibit or prevent such payments.

<PAGE> 32
ARTICLE 6. CONFIDENTIALITY

6.1 Disclosures of confidential and proprietary information hereunder by
either party to the other shall be made in writing (or promptly
confirmed in writing if made in another form), and shall be clearly
market "Confidential". Such confidential information shall be
safeguarded by the recipient, shall not be disclosed to third parties
and shall be made available only to recipient's employees or independent
contractors who agree in writing to equivalent conditions and who have a
need to know the information for the purposes specified under this
Agreement. All confidential information shall remain the property of
the disclosing party and be returned to the disclosing party within
thirty (30) days of termination of this Agreement except for one (1)
copy which may be retained by the receiving party for purposes of
determining its legal rights hereunder. Notwithstanding the foregoing
however, JANSSEN may retain confidential information of ILEX upon normal
expiration of this LICENSE AGREEMENT pursuant to Article 16. These
mutual obligations of confidentiality shall apply for a period of five
(5) years after the termination of this Agreement, but such obligations
shall not apply to any information that:

(i) is published or hereafter becomes generally available to the public
other than by reason of any default with respect to a confidentiality
obligation under this Agreement; or

(ii) was already known to the recipient as evidenced by prior written
documents in its possession; or

(iii) is disclosed to the recipient by a third party who is not in default of
any confidentiality obligation to the disclosing party hereunder; or

(iv) is developed by or on behalf of the receiving party, without reliance on
confidential information received hereunder; or
<PAGE> 33
(v) is provided to third parties under appropriate terms and conditions
including confidentiality provisions equivalent to those in this
Agreement for consulting, manufacturing development, manufacturing,
external testing nd marketing trials with respect to the products
covered by this Agreement; or

(vi) is used with the consent of the disclosing party (which consent shall
not be unreasonably withheld) in applications for patents or copyrights
under the terms of this Agreement; or

(vii) has been approved in writing for publication by the disclosing party; or

(viii) is required to be disclosed in compliance with applicable laws or
regulations in connection with the manufacture or sale of products
covered by this Agreement; or

(ix) is otherwise required to be disclosed in compliance with applicable laws
or regulations or order by a court or other regulatory body having
competent jurisdiction; or

(x) is product-related information which is reasonably required to be
disclosed in connection with marketing of products covered by this
Agreement.

6.2 Notwithstanding any provision herein to the contrary, with respect to
any confidential information disclosed to ILEX under the BW AGREEMENT
and identified as such, JANSSEN agrees to comply with the
confidentiality provisions of the BW AGREEMENT with respect thereto.
The parties recognize the importance of publishing the information
developed in the FULL DEVELOPMENT Program under the provisions of this
Agreement. Accordingly, ILEX agrees to provide JANSSEN with a copy of
any proposed written or oral paper, abstract, or public presentation
concerning LICENSED PRODUCTS at least sixty (60) days before submission
to a journal and at least ninety (90) days
<PAGE> 34
prior to an anticipated actual publication date for its consent to
publish. JANSSEN will endeavor to provide its consent within sixth (60)
days of receipt of such request to publish. The failure of JANSSEN to
respond to such a request within such sixth (60) day period shall be
deemed to be an approval of such request and ILEX shall then be free to
publish such paper, abstract or presentation.

ARTICLE 7. ADVERSE EVENT REPORTING

ILEX shall promptly inform JANSSEN in writing within twenty-four (24)
hours of its receipt of any information which it receives regarding or
related to any serious, unexpected adverse reaction to LICENSED PRODUCT.
Each party shall comply with each Adverse Drug Experience reporting
requirement of it in the United States Federal Food Drug and Cosmetic
Act, as amended (22 US Section 301 et seq.) and the similar requirements
of international regulatory authorities. In addition, on an on-going
basis, each party agrees to make a good faith effort to promptly provide
the other party with any additional information in its possession which
indicates adverse effects in humans associated with LICENSED PRODUCT.
The obligations of this Article shall survive termination of this
Agreement as to LICENSED PRODUCT continued to be sold by JANSSEN.

ARTICLE 8. PATENT FILING, PROSECUTION AND MAINTENANCE

8.1 Title to all know-how, proprietary materials or patents claiming
inventions made solely by an employee of a Party in the course of
performing the DEVELOPMENT PLAN shall be owned by such Party, subject to
the license provisions of Article 2 hereunder. Title to all know-how,
proprietary materials or patents claiming inventions made jointly by
employees of ILEX and JANSSEN
<PAGE> 35
shall be jointly owned by ILEX and JANSSEN, subject to the license
provisions of Article 2 hereunder. The laws of the United States with
respect to joint ownership of inventions shall apply in all
jurisdictions. Each Party shall be responsible for filing patent
applications on inventions made solely by an employee of a Party hereof.
The Parties shall mutually agree on mutually acceptable outside counsel
for the filing of any jointly owned patent applications and shall
equally share the expenses associated therewith.

8.2 ILEX shall ensure that all patents and patent applications owned or
controlled by ILEX within the PATENT RIGHTS are diligently filed,
maintained and prosecuted. Further with respect to the B.W. Co. and WFL
patents and patent applications listed in Appendix D, ILEX agrees to
exert reasonable efforts to ensure that such patents are diligently
maintained. ILEX agrees to request from B.W. Co. and WFL, and to
provide JANSSEN with documentary evidence concerning the maintenance and
payment of taxes on such patents. ILEX does not represent or warrant
that patents on any such patent applications will be obtained and ILEX
shall in its sole discretion be responsible for determining whether to
abandon any or all of said patent applications.

8.3 With respect to all patents and patent applications owned or controlled
by ILEX, ILEX agrees to promptly provide JANSSEN with copies of:

1. All patent applications included in PATENT RIGHTS;

2. All prior art searches in its possession related to said patent
applications and the subject matter of this License Agreement;
and

3. All correspondence to and from the United States Patent and
Trademark Office related to said patent applications as well as
all requested
<PAGE> 36
correspondence relating to corresponding national and
international patent applications.

8.4 JANSSEN shall have the right to consult with ILEX regarding the content
of said patent applications, prior art searches and correspondence, and
to comment thereon. ILEX shall consider all such comments offered by
JANSSEN, it being agreed, however, that all final decisions respecting
conduct of the prosecution of said patent applications shall rest solely
in the discretion of ILEX.

8.5 Within nine (9) months of the initial filing date of any patent
application, or at least three (3) months prior to entering the national
phase of any International Patent Application within the PATENT RIGHTS,
ILEX shall consult with JANSSEN and request a list of foreign countries
where such patent application shall be filed. ILEX shall file patent
applications in those foreign countries which may be designated in
writing by JANSSEN and JANSSEN shall be permitted to consult with ILEX
in the selection of foreign patent counsel and in the preparation and
prosecution of said foreign patent applications.

8.6 In the event ILEX decides to abandon or allow to lapse any of the B.W.
Co. or WFL patents or patent applications listed in Appendix D, it shall
inform JANSSEN and JANSSEN shall be given the opportunity to prosecute
such patent application and/or maintain such patent at its own expense
and JANSSEN shall receive a royalty credit for any expenses associated
therewith. With respect to any patents or patent applications owned or
controlled by ILEX other than the B.W. Co. or WFL patents (the "ILEX
patents"), ILEX shall promptly notify JANSSEN in the event ILEX decides
not to file, to abandon or discontinue prosecution or maintenance of any
such ILEX patents. Such notification will be given as early as possible
which in no event will be less than
<PAGE> 37
sixty (60) days prior to the date on which said application(s) will
become abandoned. JANSSEN shall have the option, exercisable upon
written notification to ILEX, to assume full responsibility for the
filing, prosecution or maintenance of the affected ILEX patents or
patent application(s), in which event all such affected patents or
patent application(s) shall be promptly assigned by ILEX to JANSSEN and
all royalty obligations with respect to said ILEX patents or patent
applications shall cease.

8.7 JANSSEN shall co-operate with ILEX, and ILEX agrees to diligently seek
any extension under the U.S. Drug Price Competition and patent Term
Restoration Act of 1984, the Supplementary Certificate of Protection of
the Member States of the European Community or other similar measure in
any other country that is available or that becomes available in respect
of the term of any patent within the PATENT RIGHTS including any patent
that may issue on a patent application within the PATENT RIGHTS.
JANSSEN shall diligently advise ILEX in a timely manner of approval by
the Food and Drug Administration of the United States of America to USE,
SELL or market LICENSED PRODUCTS or any other governmental approval
obtained by or on behalf of JANSSEN or an AFFILIATE that is pertinent to
any such extension and JANSSEN shall supply ILEX with any pertinent
information and data in its possession or control or that is in the
possession or control of any AFFILIATE or SUBLICENSEE and shall
cooperate fully in assisting ILEX to obtain any such extension that it
may seek and JANSSEN shall supply ILEX in a timely manner with any
information and data and any supporting affidavits or documents required
to comply with 35 US 156 Extension of Patent Term (and any successor
legislation) and any administrative rules or regulation thereunder or
required to comply with any
<PAGE> 38
corresponding laws and regulations that are or shall be in effect in any
country within the PATENT RIGHTS, all without further consideration.
JANSSEN shall require its AFFILIATES to comply with this Article 8.7.

ARTICLE 9. INFRINGEMENT

9.1 (a) In the event that there is infringement on a commercial scale by
a third party of any patent licensed to JANSSEN hereunder,
JANSSEN shall notify ILEX in writing to that effect, including
with said written notice evidence establishing a prima facie case
of infringement by such third party. If, prior to the expiration
of one hundred and twenty (120) days from the date of said
notice, ILEX obtains a discontinuance of such infringement or
suit is brought against the third party infringer either by ILEX
or its Licensor under the B.W. AGREEMENT, then the obligation of
JANSSEN to pay royalties under such licensed patent shall
continue unabated. Such party bringing suit shall bear all the
expenses of any suit brought by it. In the event damages or
other monies are awarded or received in settlement of such suit,
ILEX and such Licensor shall be entitled to deduct an amount to
cover their out-of-pocket expenses, including attorneys fees,
incurred for such suit. JANSSEN shall be entitled to receive
[**] percent ([**]%) of the balance of any recoveries.
JANSSEN will cooperate with ILEX in any such suit and shall have
the right to consult with ILEX and be represented by its own
counsel at its own expense.

(b) If, after the expiration of said one hundred and twenty (120)
days from the date of said notice, ILEX has not overcome the
prima facie case of infringement, obtained a discontinuance of
such infringement, or suit has
<PAGE> 39

not been brought against the third party infringer, then
JANSSEN shall have the right, after such one hundred twenty (120)
da notice period, but not the obligation, to bring suit against
such infringer and join ILEX and its Licensor under the B.W.
AGREEMENT as a party plaintiff, provided that JANSSEN shall bear
all the expenses of such suit. Any damages or other monies
awarded or received in settlement of such suit shall first be
used to reimburse JANSSEN for its out-of-pocket costs and
expenses of litigation, and the remainder shall be retained by
JANSSEN subject only to the payment of royalties thereupon as
required under the terms of the B.W. AGREEMENT. ILEX will
cooperate with JANSSEN in any suit for infringement of a licensed
patent brought by JANSSEN against a third party, and shall have
the right to consult with JANSSEN and to participate in and be
represented by independent counsel in such litigation at its own
expense. JANSSEN shall incur no liability to ILEX as a
consequence of such litigation or any unfavorable decision
resulting therefrom, including any decision holding any patent in
the PATENT RIGHTS invalid or unenforceable.

(c) During the pendency of any suit for infringement brought by
JANSSEN , JANSSEN shall continue to pay ILEX royalties
corresponding to the royalties ILEX must pay pursuant to the B.W.
AGREEMENT. Any additional royalties payable which accrue during
the pendency of any suit for infringement brought by JANSSEN
shall be held in escrow by JANSSEN until a final decision is
rendered by a court of competent jurisdiction from which no
appeal can be or is taken. In the event the patent under which
such royalties are payable is held to be invalid, the
<PAGE> 40
accrued royalties shall be retained by JANSSEN to offset
litigation expenses. In the event the validity of the patent is
upheld, the accrued royalties shall be paid to ILEX, and any
damages or other monies awarded or received in settlement of such
suit shall be retained by JANSSEN subject to the payment of
royalties pursuant to the B.W. AGREEMENT as hereinbefore
addressed.

9.2 In the event either party hereto shall initiate or carry on legal
proceedings to enforce the PATENT RIGHTS against an alleged infringer,
as provided herein, the other party hereto shall fully co-operate with
the party initiating or carrying on such proceedings.

9.3 ILEX warrants that it is presently aware of no enforceable issued
patents owned by a third party which would be infringed by reason of the
manufacture, use or sale of any LICENSED PRODUCT. In the event JANSSEN
is charge with such infringement by a third party, JANSSEN shall have
the right to defend against such charge of infringement and, during the
period in which such litigation is pending, JANSSEN shall have the right
to apply up to [**] percent ([**]%) of the royalties, license
fees or milestone payments due ILEX on development or sales of the
allegedly infringing LICENSED PRODUCT against its litigation expenses.
If, as a result of judgment in the litigation or settlement with the
third party, JANSSEN is required to pay royalties or other monies to
such third party, JANSSEN may thereafter deduct from the amount of
royalties, license fees or milestone payments due ILEX on NET SALES or
DEVELOPMENT of the JANSSEN may thereafter deduct from the amount of
royalties, license fees or milestone payments due ILEX on NET SALES or
DEVELOPMENT of the LICENSED PRODUCT charged to infringe, an amount which
is the lesser of
<PAGE> 41
[**] percent ([**]%) of all sums actually paid by JANSSEN to
such third party or [**] percent ([**]%) of all royalty or
other payments otherwise payable to ILEX on the NET SALES or DEVELOPMENT
of such LICENSED PRODUCT, provided however, that in no event shall the
royalties payable by JANSSEN hereunder to ILEX be less than the amount
ILEX is required to pay B.W. Co. and WFL under the terms of the B.W.
AGREEMENT.

ARTICLE 10. PUBLICITY

10.1 Except as required by law or applicable regulation or the terms of this
LICENSE AGREEMENT or otherwise mutually agreed to by the Parties, each
Party shall treat as confidential the terms, conditions and existence of
this LICENSE AGREEMENT. Notwithstanding the foregoing, a party may
disclose the terms, conditions and existence to an AFFILIATE or
SUBLICENSEE which agrees to be bound by this Article 10 to the same
extent as such Party.

10.2 In the absence of specific agreement between the Parties, neither
parties, neither Party shall, without the prior written consent of the
other Party (which consent shall not be unreasonably withheld or
delayed), originate any publicity, news release or public announcement,
written nor oral, whether to the public or press, relating to this
Agreement, including its existence, the subject matter to which it
relates, performance under it or any of its terms or to any amendment
hereto, excepting only such announcements as in the opinion of counsel
for the Party making such announcement is required by law to be made.
Any such announcements shall be factual and as brief as possible. If a
party decides to make an announcement required by law, it will give the
other Party 10 business days' advance written notice, where possible, of
the text of the announcement so that the other Party will
<PAGE> 42
PAGES 36 THROUGH 40 ARE NOT INCLUDED
<PAGE> 43
14.3 Each respective Indemnitee and Indemnitor hereunder hereby agrees to
cooperate in the defense of any such claim, lawsuit or action.
Indemnitee further agrees to make available to Indemnitor its employees,
document and expertise in the mutual defense of such action. Indemnitee
hereby agrees to immediately notify Indemnitor within five (5) days of
Indemnitee's receipt thereof of any claim, lawsuit or action which is
within the scope of Indemnitor's undertaking. Failure to provide such
notification shall terminate Indemnitor's obligation as to such lawsuit,
claim or action. Indemnitor shall bear no responsibility for any
expenses incurred by Indemnitee prior to such notice.

14.4 The respective Indemnitor hereunder shall control the management of any
such claim, lawsuit or action, including, without limitation, the
selection of counsel, trial strategy, and determination of the
appropriateness and reasonableness of any settlement.

ARTICLE 15. BANKRUPTCY

All rights and licenses granted under or pursuant to this Agreement by
each Party are, and shall otherwise be deemed to be, for purposes of
Section 365(n) of Title 11, U.S. code (the "Bankruptcy Code"), licenses
of rights to "intellectual property" as defined under Section 101(6) of
the Bankruptcy Code. The Parties agree that JANSSEN, shall retain and
may fully exercise all of its rights and elections under the Bankruptcy
Code. ILEX agrees, during the term of this Agreement, to create and
maintain current copies or, if not amenable to copying, detailed
descriptions or other appropriate embodiments, of all such intellectual
property. ILEX further agrees that in the event of the commencement of
a bankruptcy proceeding by or against it under the Bankruptcy Code,
JANSSEN shall be entitled to a complete duplicate of (or complete access
to, as appropriate)
<PAGE> 44
any such intellectual property and all embodiments of such intellectual
property, and same, if not already in its possession shall be promptly
delivered to JANSSEN (a) upon such commencement of a bankruptcy
proceeding upon written request therefor by JANSSEN, unless ILEX elects
to continue to perform all of its obligations under this Agreement or
(b) if not delivered under (a) above, upon the rejection of this
Agreement by or on behalf of ILEX upon written request therefor by
JANSSEN.

ARTICLE 16. DURATION

16.1 This Agreement shall commence upon the EFFECTIVE DATE and shall, unless
sooner terminated pursuant to any other provision of this Agreement,
continue in full force and effect for as long as royalties are payable
according to the provisions of Article 5 herein. Pursuant to Article
2.2 hereof, on a country-cy-country basis, once JANSSEN has paid
royalties for the full period under which such royalty payments are due
under Articles 5.1 and 5.2 hereunder, JANSSEN and its AFFILIATES shall
have a fully paid-up, irrevocable license under the ILEX KNOW-HOW to
make, have made, USE, SELL and HAVE SOLD LICENSED PRODUCTS.

ARTICLE 17. TERMINATION

17.1 Notwithstanding any other provision herein, within thirty (30) days of
completion of INITIAL DEVELOPMENT or, if INITIAL DEVELOPMENT is not
completed by March 1, 1997, at any time thereafter prior to April 1,
1997, JANSSEN may immediately terminate this LICENSE AGREEMENT in its
entirety for any reason. In such event, JANSSEN shall pay ILEX for its
expenses associated with termination of the PHASE III study, up to a
maximum of [**] Dollars ( [**] ). Thereafter,
JANSSEN may
<PAGE> 45
terminate this LICENSE AGREEMENT in its entirety at any time during FULL
DEVELOPMENT upon three (3) months' written notice to ILEX, at no further
expense to JANSSEN beyond any expenses incurred during such three (3)
month notice period.

17.2 Notwithstanding any other provision herein, upon completion of FULL
DEVELOPMENT, JANSSEN may terminate this LICENSE AGREEMENT on a country-
by-country basis or in its entirety for any reason upon three (3)
months' written notice to ILEX.

17.3 Notwithstanding any other provisions of this Agreement, either party, at
its option, may terminate this Agreement on ninety (90) days prior
written notice served by one party should the other party fail to comply
with or perform its obligations hereunder, unless such failure or non-
performance is corrected within the ninety (90) day period following
notification, or such extended period as shall be agreed between the
parties.

17.4 Should a party commit an act of bankruptcy, be declared bankrupt,
voluntarily file or have filed against it a petition for bankruptcy or
reorganization unless such petition is dismissed within sixth (60) days
of filing, enter into an arrangement for the benefit of creditors, enter
into a procedure of winding up to dissolution or should a Trustee or
Receiver be appointed for its business assets or operations, the other
party shall be entitled to terminate this LICENSE AGREEMENT forthwith by
giving written notice to the first party.

17.5 Subject to Article 18.3(ii), failure to terminate this Agreement
following breach or failure to comply with this Agreement shall not
constitute a waiver of a party's defenses, rights or causes of action
arising from such or any future breach or noncompliance.
<PAGE> 46
ARTICLE 18. RIGHTS AND OBLIGATIONS UPON TERMINATION

18.1 In the event this LICENSE AGREEMENT is terminated in its entirety by
JANSSEN in accordance with Articles 17.1 and 17.2 hereunder, or by ILEX
under Article 17.3 or 17.4 hereunder, JANSSEN undertakes:

(a) to deliver to ILEX any ILEX KNOW-HOW or JANSSEN KNOW-HOW in its
possession;

(b) not to use the ILEX KNOW-HOW as long as it has to be kept
confidential pursuant to Article 6 hereunder;

(d) to transfer, at ILEX's written request, all MARKETING
AUTHORIZATIONS and regulatory filings to ILEX or its designee;
and

(e) to transfer to ILEX responsibility for and control of ongoing
DEVELOPMENT work being performed by JANSSEN, including contracts
with Third Parties for such work, in an expeditious and orderly
manner with the costs for such work assumed by ILEX as of the
date of notice.

18.2 In the event of (a) a material default by ILEX, or (b) an ILEX CHANGE IN
CONTROL under Article 19.2 hereof, then, JANSSEN, at its option, may (i)
elect to terminate this LICENSE AGREEMENT in its entirety, or (ii)
terminate the provisions of Articles 3.1.1, 3.1.2 and 3.1.3. and
continue the LICENSE AGREEMENT. In the event of termination in its
entirety under (i) above, all rights and licenses to the PATENT RIGHTS
and ILEX KNOW-HOW shall revert to ILEX. In the event of partial
termination under (ii) above, all provisions of this LICENSE AGREEMENT
shall survive except Articles 3.1.1, 3.1.2, and 3.1.3. and JANSSEN shall
be entitled to use all ILEX KNOW-HOW and other
<PAGE> 47
information generated under this LICENSE AGREEMENT, and shall have an
exclusive, worldwide license under the PATENT RIGHTS and ILEX KNOW-HOW,
to make, have made, USE, SELL and HAVE SOLD LICENSED PRODUCTS for the
remaining duration of this LICENSE AGREEMENT, provided however, that in
the event of a material default by ILEX, all further payments due ILEX
under Articles 4 and 5 hereof shall be reduced by [**] percent ([**]).
Further, in either event of (a) or (b) above, ILEX will provide JANSSEN
with all reasonable assistance to transfer the ILEX KNOW-HOW and enable
JANSSEN to continue DEVELOPMENT and to make, have made, USE, SELL and
HAVE SOLD LICENSED PRODUCT.

18.3 Termination of this Agreement for any reason shall be without prejudice
to:

(i) ILEX'S right to receive all payments accrued and unpaid on the
effective date of such termination; and

(ii) Any other remedies which either party may then or thereafter have
hereunder or otherwise, provided however, that ILEX's remedies
shall be limited to those recited in Articles 17.3 and 18.1
should JANSSEN fail to perform under Article 3, particularly
Article 3.2.1, and, as a result JANSSEN shall not be liable to
ILEX under any contract, negligence, strict liability or other
legal or equitable theory for any incidental or consequential
damages for failure to perform under Article 3.

18.4 Articles 6, 7, 10, 14, 15 and 20 shall survive the expiration and any
termination of the LICENSE AGREEMENT for any reason.

ARTICLE 19. ASSIGNMENT

19.1 This Agreement or any interest herein shall not be assigned or
transferred, in whole or in part, by either party hereto without the
prior written consent of the
<PAGE> 48
other party hereto. However, without securing such prior written
consent, but subject to Article 19.2 hereof, either party may assign
this Agreement to an AFFILIATE or a successor of all or substantially
all of its business to which this Agreement relates provided, that no
such assignment shall be binding and valid until and unless the assignee
shall have assumed in a writing, delivered to the non-assigning party,
all of the duties and obligations of the assignor, and, provided,
further, that the assignor shall remain liable and responsible to the
non-assigning party hereto for the performance and observance of all
such duties and obligations.

19.2 This LICENSE AGREEMENT shall be binding upon, and inure to, the benefit
of the parties hereto, to the benefit of any permitted assignee or
successor to substantially the entire assets of JANSSEN to which this
LICENSE AGREEMENT relates, and to the benefit of any permitted assignee
or successor to substantially the entire assets of ILEX to which this
LICENSE AGREEMENT relates. If, at any time during the term of this
LICENSE AGREEMENT, an ILEX CHANGE IN CONTROL occurs, JANSSEN shall have
the right, upon notice, to terminate this LICENSE AGREEMENT, partially
or in its entirety, and the provisions of Article 18.2 shall apply.
JANSSEN shall also have the right, whether or not it elects to terminate
this LICENSE AGREEMENT in whole or in part, to require that all steps it
may reasonably specify be taken to prevent disclosure of its
confidential information to any such acquiror or assignee in any way
deemed adverse to its interests.

ARTICLE 20. DISPUTE RESOLUTION

20.1 Any controversy or claim arising out of or relating to the Agreement, or
the parties' decision to enter into this Agreement, or their breach
thereof, shall be
<PAGE> 49
settled by arbitration in accordance with the Commercial Arbitration
Rules of the American Arbitration Association with a panel of three (3)
arbitrators. The Arbitrators shall be selected from the National Panel
of Arbitrators of the American Arbitration Association. Each party
shall select one arbitrator and the two selected arbitrators shall
select the third arbitrator. If the two selected arbitrators cannot
agree on a third arbitrator then the American Arbitration Association
shall select said arbitrator from the National Panel of Arbitrators.
All arbitrators shall be selected from a pool of independent arbitrators
who are willing to serve within 45 days of receipt of the request to do
so. Each Party shall make its appointment within twenty (20) days of
receipt of the request for Arbitration and the third member shall be
selected by the two other members within ten (10) days of the selection
of the first two panel members.

20.2 The parties shall be entitled to discovery not to exceed four (4) months
from the date of filing of the notice of arbitration of all documents
and information reasonably necessary for a full understanding of any
legitimate issue raised in the arbitration. They may use all methods of
discovery including but not limited to depositions, requests for
admissions and requests for production of documents. The time periods
for compliance shall be set by the arbitrator who may also set
reasonable limits on the scope of such discovery and shall not permit
either party to take in excess of five depositions except in exceptional
circumstances and for good cause shown. The Federal Rules of Evidence
shall govern the admissibility of evidence in the arbitration
proceeding. The proceeding shall be confidential and the arbitrator
shall issue appropriate protective orders to safeguard both parties'
confidential information.
<PAGE> 50
20.3 The arbitrator shall not award punitive damages to either party and the
parties shall be deemed to have waived any right to such damages. The
arbitrator shall render his or her decision within thirty (30) days of
completion of the hearing and, in rendering his or her decision, shall
apply the substantive law of the State of New Jersey except the
interpretation of and enforcement of this provision shall be governed by
the Federal Arbitration Act. Arbitration shall take place in the City
of New York. The fees of the arbitrator and the American Arbitration
Association shall be split equally between the parties. Any judgment
upon the award rendered by the arbitrator may be entered in any count
having jurisdiction thereof, and shall not be subject to being vacated
and shall not be appealable.

ARTICLE 21. MANUFACTURE AND SUPPLY

JANSSEN shall have the exclusive right to manufacture or have
manufactured LICENSED PRODUCT. In the event JANSSEN decides to out-
source the manufacture of LICENSED PRODUCT in bulk form, it shall
request a bid from ILEX. Such bid shall be considered if ILEX is able
to produce LICENSED PRODUCT in bulk form at a competitive price and
according to JANSSEN's specifications, and in a manner which meets the
requirements for United States and European sales, including cGMP
requirements, but any final decision concerning out-sourcing of
manufacture shall be solely at JANSSEN's discretion.

ARTICLE 22. GENERAL

22.1 Before signing this LICENSE AGREEMENT the parties have had numerous
conversations, including preliminary discussions, formal negotiations
and informal conversations at meals and social occasions, and have
generated correspondence and other writings, in which the parties
discussed the
<PAGE> 51
transaction which is the subject of this LICENSE AGREEMENT and their
aspirations for its success. In such conversations and writings,
individuals representing the parties may have expressed their judgments
and beliefs concerning the intentions, capabilities, and practices of
the parties, and may have forecasted future events. The parties
recognize that such conversations and writings often involve an effort
by both sides to be positive and optimistic about the prospects for the
transaction. It is also recognized, however, that all business
transactions contain an element of risk, as does the transaction
contemplated by this LICENSE AGREEMENT and that it is normal business
practice to limit the legal obligations of contracting parties to only
those promises and representations which are essential to their
transaction so as to provide certainty as to their respective future
rights and remedies. Accordingly, it is agreed that this LICENSE
AGREEMENT, including the Appendices hereto attached, (and the
accompanying Stock Purchase Agreement) constitutes the entire agreement
and understanding between the parties as to the legal undertakings
hereunder. All prior negotiations, representations, agreements,
contracts, offers and earlier understandings of whatsoever kind, whether
written or oral between ILEX and JANSSEN in respect of this LICENSE
AGREEMENT, are superseded by, merger into, extinguished by and
completely expressed by this LICENSE AGREEMENT. No aspect, part or
wording of this LICENSE AGREEMENT may be notified except by mutual
agreement between ILEX and JANSSEN taking the form of an instrument in
writing signed and dated by duly authorized representatives of both ILEX
and JANSSEN.
<PAGE> 52
22.2 All communications, reports, payments and notices required by this
License agreement by one party to the other shall be addressed to the
parties at their respective addresses set forth below or to such other
address as requested by either party by notice in writing to the other.

If to ILEX:

ILEX ONCOLOGY, INC.
14785 Omicron, Suite 101
San Antonio, Texas 78245-3201
Attention: __________________________
Telefax No.: (210) 677-6010

If to JANSSEN:

JANSSEN PHARMACEUTICA, N.V.
Turnhoutseweg 30,
2340 Beerse, Belgium
ATTENTION: President, JRF
Telefax No.: (32 + 14) 60-28-41

With a copy to:

Chief Patent Counsel
Johnson & Johnson
One Johnson & Johnson Plaza
New Brunswick, New Jersey 08903
Telefax No.: (908) 524-2808

All such notices, reports, payments and communications shall be made in
writing and shall be deemed given if delivered personally or by telefax
(receipt verified)
<PAGE> 53
to the numbers set forth above or by registered or certified mail
(return receipt requested), postage prepaid, or sent by express courier
service and shall be considered made as of the date sent or when
received by telefax.

22.3 All matters affecting the interpretation, validity, and performance of
this Agreement shall be governed by the internal laws of the State of
Delaware without regard to its conflict of law principles, except as to
any issue which by Delaware law depends upon the validity, scope of
enforceability of any patent within the PATENT RIGHTS, which issue shall
be determined in accordance with the applicable patent laws of the
country of such patent.

22.4 Should any part or provision of this Agreement be held unenforceable or
in conflict with the law of any jurisdiction, the validity of the
remaining part or provisions shall not be affected by such holdings.

22.5 Any provision hereof which is prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective only to the
extent of such prohibition or unenforceability without invalidating the
remaining provisions hereof or affecting the validity or enforceability
of such provision in any other jurisdiction.

22.6 The waiver by either party, whether express or implied, of any
provisions of this Agreement, or of any breach or default of either
party, shall not be construed to be a continuing waiver of such
provision, or of any succeeding breach or default or of a waiver of any
other provisions of this Agreement.

22.7 Notwithstanding anything to the contrary in this LICENSE AGREEMENT,
nothing herein contained shall be construed as a representation by ILEX
that the PATENT RIGHTS can be or will be used to prevent the importation
by a third party hereto of a product into or the SALE or USE by a third
party hereto of a product in any country within the PATENT RIGHTS where
such product
<PAGE> 54
shall have been placed in commerce under circumstances which preclude
the use of the PATENT RIGHTS to prevent such importation or SALE or USE
by reason of any applicable law or treaty.

22.8 As used in this LICENSE AGREEMENT, singular includes the plural and
plural includes the singular, wherever so required by the context. The
headings appearing at the beginning of the numbered Articles hereof have
been inserted for convenience only and do not constitute a part of this
LICENSE AGREEMENT.

22.9 Nothing herein shall be deemed to create an agency, joint venture or
partnership between the parties hereto.

22.10 Notwithstanding any other provisions of this LICENSE AGREEMENT, neither
of the parties hereto shall be liable in damages or have the right to
terminate this LICENSE AGREEMENT for any delay or default in performing
hereunder if such delay or default is caused by conditions beyond its
control including, but not limited to acts of GOD, governmental
restrictions, wars, or insurrections, strikes, floods, work stoppages
and/or lack of materials, and any time for performance hereunder shall
be extended for the actual time of delay caused by such occurrence;
provided, however, that the party suffering such delay or default shall
notify the other party in writing of the reasons for the delay or
default and shall diligently seek to correct such conditions. If such
reasons for delay or default continuously exist for six (6) months, this
LICENSE AGREEMENT may be terminated by the other party.

IN WITNESS WHEREOF, the parties hereto have hereunto set their hands and duly
executed this LICENSE AGREEMENT on the date(s) indicated below, to be effective
the day and year first above written.
<PAGE> 55
For and on Behalf of ILEX ONCOLOGY INCORPORATED

By:___________________________________

Name:_________________________________

Title:________________________________

Date:_________________________________

For and on Behalf of JANSSEN PHARMACEUTICA, N.V.

By:___________________________________

Name: Gustaaf Van Reet, Ph.D.

Title: Managing Director

Date:_________________________________

<PAGE> 1
EXHIBIT 10.23
[Confidential treatment has been requested for portions of this exhibit. The
confidential portions have been redacted and are denoted by [**]. The
confidential portions have been separately filed with the commission.]

RESEARCH COLLABORATION AGREEMENT

BETWEEN THE

CTRC

RESEARCH FOUNDATION

AND

SANOFI

1
<PAGE> 2
TABLE OF CONTENTS

<TABLE>
<S> <C>
ARTICLE I -- DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
ARTICLE II--RESEARCH PROGRAM/PROGRAM COUNCIL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
ARTICLE III--CONSIDERATION - TERMS OF PAYMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
ARTICLE IV - OPTION RIGHT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
ARTICLE V--CONFIDENTIALITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
ARTICLE VI--PUBLICATION AND PUBLICITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
ARTICLE VII--TERMINATION OR EXTENSION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
ARTICLE VIII--INVENTIONS AND PATENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
ARTICLE IX--WARRANTIES AND INDEMNIFICATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
ARTICLE X--INDEPENDENT CONTRACTOR . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
ARTICLE M--ASSIGNMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
ARTICLE XIII--GOVERNING LAW AND ARBITRATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
ARTICLE XIV--NOTICE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
ARTICLE XIV--MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
EXHIBIT A . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
LIST OF CTRC RESEARCH PROJECT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
EXHIBIT B . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
RESEARCH BUDGET SANOFI DIRECTED PROJECTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
</TABLE>

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<PAGE> 3
RESEARCH COLLABORATION AGREEMENT

THIS AGREEMENT, effective as of December 12, 1995 (the "Effective Date") is by
and between SANOFI, a French corporation (societe anonyme), having its
principal place of business at 32-34 rue Marbeuf, 75008 France (hereinafter
called SANOFI, which expressions includes its affiliates, subsidiaries,
successors and assignees), represented by its President, Jean- Francois DEHECQ
and the CTRC RESEARCH FOUNDATION of 8122 Datapoint, Suite 600, San Antonio,
Texas 78229, U.S.A., Texas non profit corporation (hereinafter called "CTRC",
which expression includes its successors and assignees) represented by Chief
Operating Officer, Institute for Drug Development, Mr. David HIRSCH.

WHEREAS STERLING WINTHROP Inc. (STERLING) and CTRC have previously
entered into a Research Collaboration Agreement and an Option Agreement dated
October 1, 1992;

WHEREAS STERLING and CTRC have entered into an Amendment 1 to the
Research Collaboration Agreement and an Amendment 1 to the Option Agreement,
both to the purpose of extending these Agreements through December 31, 1996,
and making certain changes to the rights and obligations of the Parties for
said calendar year 1996;

WHEREAS, CTRC and STERLING have entered into a License and Development
Agreement dated as of October 1, 1992 concerning the anticancer compound known
as MGBG,

WHEREAS STERLING, CTRC and BIOVENSA (which has changed its name to
ILEX Oncology Inc. (ILEX)) have entered into a Consent, Acknowledgement and
Waiver Agreement dated September 1994 in which CTRC, with STERLING's prior
consent, has assigned to ILEX and ILEX has accepted to assume various assets,
rights and obligations, including those of CTRC under the "MGBG License and
Development Agreement" and those of CTRC concerning the anti-cancer compound
known as Crisnatol Mesylate (Crisnatol Project);

WHEREAS SANOFI has acquired STERLING and subsequently SANOFI has
acquired all rights and obligations pertaining to the aforementioned
Agreements, and SANOFI has decided to discontinue the Crisnatol Project;

WHEREAS CTRC and SANOFI (jointly called the Parties) are desirous of
entering into a new Research Collaboration Agreement (the Agreement) which
reflects, the Parties' current needs and abilities and which, subject to terms
and conditions of this Agreement replaces and supersedes all prior Agreements
including the above mentioned Amendments between the Parties. Subsequently
SANOFI, according to the terms and conditions set forth under article IV of
this Agreement may decide, at its discretion, to enter into a License Agreement
and will study, on a case by case basis, the possibility to provide CTRC with a
related development work plan which shall be agreed upon between the Parties.

NOW, THEREFORE, in consideration of the mutual covenants contained herein,
SANOFI and CTRC agree as follows:

ARTICLE I -- DEFINITIONS

1.1 The following words and phrases shall have the following meanings:

1) (( ACQUISITION COSTS )) shall mean those necessary out-of-pockets
costs (applicable to the Field of Use)

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<PAGE> 4
incurred or paid by CTRC to third party from whom Commercial Rights are
acquired, to obtain Commercial Rights to any Licensed Compound or Licensed
Technology including any licensing fees, future royalty, milestone or other
payment obligations.

2) (( ANALOGUE AND COUNTERPART )) shall mean all members of a chemical
class covered by a composition of matter patent, with respect to a Lead
Compound.

3) (( ANNIVERSARY DATE )) shall mean January 1, 1996 and every January
1st thereafter throughout the term of this Agreement, including extensions
thereof.

4) (( BUSINESS DAY )) shall mean a day on which banks are open for
business in Paris, France.

5) (( COMMERCIAL RIGHTS )) shall mean CTRC's legal right by patent,
contract, agreement, copyright, trademark, or other means to make, have made,
sell or have sold in any country any Compound, material, technology or know-how
within the Field of Use for commercial purposes, including Inventions, Know-How
or Compounds. Effective January 1, 1996 Commercial Rights shall be limited to
Commercial Rights arising from the Research Program.

6) (( COMPOUND(S) )) shall mean all agents, substances or materials which
embody, in part or whole, the Inventions, Patents, Patent Application or
Know-How.

7) (( CTRC AFFILIATE )) shall mean any present or future firm, company,
joint venture or other entity which directly or indirectly is controlled by or
is under the common control of CTRC. "Control" shall mean the legal power to
direct or cause the direction of the general management and policies of such
entity whether through ownership of at least [**] percent of voting
securities, by contract or otherwise.

8) (( CTRC INFORMATION )) shall mean information developed or otherwise
acquired by or for CTRC, including all animal and human laboratory and clinical
data, technical information, Know-How, inventions, techniques, processes,
technology, systems, formulae, results of experimentation, designs, statistics
and records which pertain to Compounds and Technology that are subject to
SANOFI's Option Right set forth in this Agreement, and all information relating
to the contents of this Agreement, including Data Information Packages, which
is necessary to effectuate the grant of license to SANOFI. Effective January
1, 1996 CIRC Information sham be limited to CTRC Information arising from the
Research Program.

9) (( DATA/INFORMATION PACKAGES )) shall mean those documents which CTRC
shall submit to SANOFI in accordance with the terms of this Agreement, if
SANOFI decides to exercise its Option Right, (described under article IV of
this Agreement) and generally will be in the following Compound/Technology
categories:

(i) Compounds which have been tested in human clinical trials.
Data/Information packages will include summaries of and access to all
regulatory filings, clinical studies to date, a description of all
Commercial Rights, preclinical data, clinical, manufacturing and
controls data and all regulatory correspondence.

(ii) Compounds which are, in CTRC's opinion, suitable for human
clinical evaluation. The Data/Information Package is intended to have
such content and quality as to be suitable for filing of an
Investigation New Drug Application (IND) with the Food and Drug
Administration (FDA) with the reasonable expectation of initiating
Phase I clinical trials in human volunteers, and will also include a
description of all Commercial Rights.

(iii) Technology which may be applied in the research and
development of Compounds within the Field of Use. For Technology to
be offered for license there should exist one or more Patent or Patent
Applications and scientific data to indicate that the technology can
immediately be applied to the discovery

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<PAGE> 5
and development of Compounds within the Field of Use.
Notwithstanding, the above, non-patented technology, including
know-how, may make up, in whole or in part, a Data/Information
Package.

10) ((DATE OF FIRST INVENTION )) shall mean the date as listed in the
scientific notebook code signifying the day in which the concept was first
developed and described.

11) (( FIELD OF USE )) shall mean all applications of a Licensed Compound
or Licensed Technology in the treatment and/or mitigation of cancer in humans.

12) (( FIRST COMMERCIAL SALE )) shall mean the first commercial sale in
any country after the date the New Drug Application (NDA), Compound License
Agreement (CLA) or equivalent application for a Licensed Compound is approved.

13) (( FULL PROJECT FUNDING )) is defined as the funding for the total
costs to support each project as outlined in the Research Project Plan. Full
SANOFI funding is defined as the Full Project Funding outlined in the Research
Project minus external grants.

14) (( FUNDING PERIOD )) shall mean each twelve (12) month calendar
period during which SANOFI makes payments under Article III of this Agreement.
The first Funding Period shall start January 1st, 1996 to December 31, 1996.

15) (( INVENTION )) shall mean any invention or discovery (whether or not
patented or patentable) in the Field of Use which is originated or conceived or
first reduced to practice. Effective January 1, 1996, Inventions shall be
limited to inventions or discoveries (whether or not patented or patentable)
arising from the Research Program.

16) (( KNOW-HOW )) shall mean all technical and other information arising
from the Research Program, including, but not limited to all data, and
information related to, results of experiments, formulae, specification,
procedures, tests, Compounds, cell lines, cultures, constructs, vectors,
development strains, micro-organisms, assay systems, assay protocol and assay
supporting material, fermentation and purification material and techniques.

17) (( LEAD COMPOUND )) shall mean those Compounds emerging from the
Research Program designated by the Program Council for advance scientific
evaluation.

18) (( LICENSE )) shall mean an exclusive license to a Licensed Compound
or Licensed Technology under this Agreement.

19) (( LICENSE AGREEMENT )) shall mean an agreement executed between the
Parties which sets forth the terms under which a Licensed Compound or Licensed
Technology shall be licensed, which agreement shall comply with the provisions
of this Agreement.

20) (( DEVELOPMENT AGREEMENT )) shall mean an agreement executed between
the Parties which sets forth the terms under which a Licensed Compound or
Licensed Technology shall be developed, which agreement shall comply with the
provisions of this Agreement.

21) (( LICENSED COMPOUND )) shall mean a Compound upon which SANOFI has
exercised its Option Right under this Agreement.

22) (( LICENSED TECHNOLOGY )) shall mean a technology or Know-How upon
which SANOFI has exercised its Option Right under this Agreement.

23) (( NET SALES )) shall mean the total of all charges invoiced to
customers by SANOFI, any SANOFI

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<PAGE> 6
Affiliate, and/or its sub-licensees for Licensed Compound less: (a) normal
trade and cas discounts actually allowed; (b) credits or refunds actually
allowed for spoiled, damaged, out-dated, or returned goods; (c) sales and other
excise taxes imposed and paid directly with respect to the sales; (d)
transportation costs paid on behalf of the customer; and (e) commissions and
rebates; provided, however, that sales between SANOFI and any Affiliate shall
not be included in such computations. No sales of Licensed Compound to any
person(s) shall be counted more than once in the calculation of Net Sales.

24) (( PATENT APPLICATIONS )) shall mean any patent applications with
respect to an Invention.

25) (( PATENTS )) shall mean any patents containing a Valid Claim, granted
on or pursuant to Patent applications, including any continuations, renewals,
extensions or re-issues or any divisions thereof.

26) (( RESEARCH PROGRAM )) shall mean the research and pre-clinical
development program as defined in the Research Program attached hereto under
Exhibit A, funded by SANOFI and agreed to by the Parties, being as defined in
the Research Program Plan.

27) (( RESEARCH PROGRAM PLAN )) shall mean a yearly research plan
outlining the goals/objectives, costs, potential funding sources (both SANOFI
requested and external grants), milestones, timelines, and status of
intellectual property.

28) (( SANOFI AFFILIATE )) shall mean any present or future firm, company
or joint venture or other entity which directly or indirectly controls, is
controlled by or is under the common control of SANOFI. "Control" shall mean
the legal power to direct or cause the direction of the general management and
policies of such entity whether through ownership of at least [**]
percent of voting securities, by contract or otherwise.

29) (( SANOFI INFORMATION )) shall mean any and all information and
technology which is applied to or derived from activities conducted by or on
behalf of SANOFI with respect to any Compounds, materials, technologies, or
Know-How, the rights to which are owned by SANOFI.

30) (( SANOFI PROJECTS )) shall mean any work under the Research Program
on Compounds, materials, technologies, or Know-How, the rights to which are
owned by SANOFI, and to which SANOFI controls the decisions on funding and
program protocols.

31) (( TECHNOLOGY )) shall mean all processes, methodologies, tools and
procedures used to develop and/or analyze compounds including but not limited
to cell lines, cultures, constructs, vectors, development strains,
micro-organisms, assay systems, assay protocol and assay supporting material
fermentation and purification material and techniques.

32) (( VALID CLAIM )) shall mean a claim of an issued Patent relating to a
Licensed Compound or CTRC Information held by CTRC during the existence of the
Patent together with any renewals or extensions thereof or a claim of a Patent
Application, which claim has not been declared or rendered invalid by
re-examination, re-issue, disclaimer or unappealable final judgment of a court
of competent jurisdiction. If no Patent has issued within fifteen (15) years
after the earliest filing date of an application, then the claims of such
application will not be considered valid.

ARTICLE II -- RESEARCH PROGRAM/PROGRAM COUNCIL

2.1 During the term of this Agreement, CTRC shall conduct or procure the
conduct of the Research Program under the direction and responsibility of the
Program Council as outlined in the Research Program approved by the

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<PAGE> 7
Program Council.

2.2 During the period of tills Agreement, CTRC shall provide to SANOFI a
written progress report on its work under the Research Program in the preceding
three (3) month period within twenty (20) working days after the conclusion of
such period.

2.3 CTRC and SANOFI shall each designate two (2) representatives to a
council to plan and oversee all scientific and technical matters relating to
the Research Program (the (( Program Council))). The Program Council will
approve budgets and priorities for the work to be conducted under this
Agreement, in accordance with the allocation formula set forth in Article III.

The representatives will elect a chairperson who will schedule at least two (2)
meetings per year, prepare meeting agendas and issue minutes for each meeting.
The Parties will use good faith efforts to reach a consensus on decisions
affecting the Research Program budget and project priorities.

However failing to reach a consensus, it is understood that CTRC shall have a
tie breaking vote for any budget decision up to an amount of [**]
dollars and that SANOFI shall have a tie breaking vote for
any budget decision over [**] dollars. The Program
Council representatives will deal in good faith at all times in attempting to
reach Agreement.

2.4 Upon reasonable notice to CTRC, SANOFI's representative(s) shall have
the fight to visit, at reasonable intervals, CTRC's research sites and
observe CTRC's activities under the Research Program.

2.5 Upon or prior to the execution of this Agreement CTRC will submit to
SANOFI a proposed Research Program including a written list of all current and
proposed research projects within the Field of Use being conducted by CTRC,
which proposal shall contain the approximate funding requirements for each
research project to be considered by SANOFI for funding in calendar year 1996,
said list being attached under Exhibit A. SANOFI will select the projects it
wishes to fired according to the provisions in Article M and so notify CTRC in
writing prior to November 15, 1995. Projects selected by SANOFI, including
SANOFI Projects, shall constitute the Research Program for 1996. Parties
should proceed according to the same terms in 1996 in order to set forth
funding in calendar year 1997.

2.6 Any Acquisition Costs in excess of [**] ($[**]) dollars shall be
discussed and approved with the Program Council prior to being incurred or paid
by CTRC.

During the term of this Agreement and at SANOFI's request, CTRC agrees to the
extent that it is authorized to do so, to review with SANOFI on a confidential
basis New Research Projects (as defined below) in the Field of Use which are
not encumbered by other Parties and which are not included in the Research
Program. In the event SANOFI wishes to fund any of the New Research Projects
or to license, or obtain an Option Right to license CTRC's proprietary rights
to such projects, CTRC agrees to enter into good faith negotiations with SANOFI
to effect such an agreement.

2.7 Current and proposed Research Projects submitted by CTRC to SANOFI for
its review every year shall come with a brief research plan (5-6 pages)
outlining the goals/objectives, costs, potential funding sources (both SANOFI
requested and external grants), milestones, timelines, and status of
intellectual property.

2.8 CTRC agrees to give SANOFI a first right of review of afl new research
projects (New Research Project) in the Field of Use to which CTRC has the legal
right to develop, make, have made, sell or have sold and which were not
mentioned in the Research Program. The New Research Projects will be
introduced at Program Council meetings. SANOFI has a maximum of ninety (90)
days to review such research project and make the following decisions:

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<PAGE> 8
a) SANOFI does not fund said New Research Project; in which event
this New Research Project is unencumbered and CTRC has right to find
additional source of funding; however it is understood that CTRC will
inform SANOFI of any firm offer from third parties and will provide
SANOFI with an additional thirty (30) days to reconsider its decision
to fund this New Research Project.

b) SANOFI agrees to fully fund this New Research Project; in which
event, SANOFI shall then have all rights in the New Research Project
according to the terms and obligations of this Agreement;

c) Parties agree to partial SANOFI funding and obtainment of a
mutually agreed third party co-funder. It is understood that SANOFI
shall be part of all negotiations between CTRC and additional
co-funder of such New Research Projects, and rights and royalties
assigned to SANOFI will be negotiated based on the percentage of
SANOFI's funding under said New Research Projects. Terms and
conditions of said SANOFI's participation to such negotiations shall
be mutually agreed upon between the Parties prior the entering into
discussions with such third party co-funder.

After January 1, 1997, if SANOFI decides to fiend a New Research Project, which
is at the discovery level (the project has not reached the development stage and
as such is not ready to go to the FDA for IND), then SANOFI shall pay to CTRC an
exclusive entrance fee of [**] ($ [**] ) dollars according to the terms of
payment as stated under Article HI. It is agreed between the Parties that said
entrance fee shall be spent to support investment of said New Research Project.

2.9 With respect to projects which have previously been funded by SANOFI
(i.e. pre-clinical development or discovery projects to which CTRC has or may
acquire Commercial Rights), but which have ceased to be funded by SANOFI, then
no later than ninety (90) days after being presented to the Program Council,
the Commercial Rights for such projects, to the extent not otherwise subject to
any rights of SANOFI which preexist this Agreement, shall be excluded from
SANOFI's Option Right.

Ninety (90) days after the presentation of such project to the Program Council,
CTRC shall be free, under suitable confidentiality restrictions, to commence
negotiations with third party with respect to said Commercial Rights to such
projects and SANOFI shall have no further rights in such projects.

2.10. The Program Council shall also be in charge of designating the Lead
Compounds.

2.11. It is understood that CTRC will keep specific note books relating to
the Research Program or any New Research Project proposed to SANOFI, which
shall be received by SANOFI or authorized representatives from time to time
upon two weeks advance written notice by SANOFI to CTRC.

ARTICLE III--CONSIDERATION - TERMS OF PAYMENT

3.1 In consideration of the carrying out of CTRC's general research
responsibilities under the Research Program, and in consideration of the other
duties and obligations of CTRC under this Agreement, and subject to the
termination provisions of Article VII herein, SANOFI shall provide funding to
CTRC with in the amount of three million ($3,000,000) dollars for basic
research and preclinical discovery research in fields related to oncology for
1996, and SANOFI shall provide funding to CTRC in the amount of one million
five hundred thousand ($1,500,000) dollars for basic research and preclinical
discovery research in fields related to oncology for 1997.

3.1.1 Payments by SANOFI to CTRC over the term of the Agreement will be
according to the following schedule:

<TABLE>
<S> <C>
January 1, 1996 $750,000
April 1, 1996 $750,000
</TABLE>

8
<PAGE> 9
<TABLE>
<S> <C>
July 1, 1996 $750,000
October 1, 1996 $750,000
January 1, 1997 $375,000
April 1, 1997 $375,000
July 1, 1997 $375,000
October 1, 1997 $375,000
</TABLE>

CTRC shall submit an invoice to SANOFI within 30 days prior to each
payment due date.

3.1.2 a) During the Funding Period beginning January 1, 1996 and ending
December 31, 1996:

i) SANOFI Projects-The Parties, through the Program
Council, will first allocate up to one million dollars
($1,000,000) for each Funding Period to SANOFI Projects.
SANOFI shall control, in its discretion, the planning and
expenditure of such funds.

ii) Other projects-The Parties, through the Program
Council, will allocate two million dollars ($2,000,000) plus
any of the one million ($1,000,000) dollars not dedicated to
SANOFI Projects for calendar year 1996 to fund other research
projects including New Research Projects selected by SANOFI to
be included in the Research Program.

During such a period of time, all payments due under this Agreement
i.e. Option Fee, Licensing Fee and Milestone Payment, as well as under
the MGBG License and Development Agreement, except bonus payments, if
any, shall be credited to SANOFI's funding commitment under this
Agreement for 1996, up to a maximum credit of seven hundred and fifty
thousand dollars ($750,000). In the event the amount due for such
fees and payments exceeds the maximum credit in said period of time,
CTRC, shall then issue a separate invoice for such excess to SANOFI,
which amount shall be payable by SANOFI within thirty (30) days.

b) During the Funding Period beginning January 1, 1997 and ending
December 31, 1997:

i) SANOFI Projects SANOFI will have discretionary
control in planning and expenditure of up to five hundred
thousand dollars ($500,000) of the base funding support (one
million five hundred thousand dollars ($1,500,000)) for use
in support of pre-clinical research or other research and
development work on SANOFI owned or licensed Compounds and/or
Technology.

Subject to prior express and written consent of SANOFI on a
corresponding estimates provided by CTRC, SANOFI agrees to pay
on a fee-for-service, basis any work conducted by CTRC on
SANOFI owned Compounds/Technology that exceeds five hundred
thousand dollars ($500,000).

If the SANOFI budget is less than five hundred thousand
dollars ($500,000), the residual will be allocated to CTRC
research projects. If the amount spent during the fiscal year
is less than five hundred thousand dollars ($500,000), then:
a) a time credit will be issued to SANOFI if due to delays at
CTRC, or b) be allocated to CTRC New Research Project(s) if
due to delays by SANOFI including changes in priorities issued
at the request of SANOFI.

ii) Other projects The Parties will allocate one million
dollars ($1,000,000) plus any of the five hundred thousand
dollars ($500,000) not dedicated to SANOFI Projects for
calendar year 1997 to fund other projects including New
Research Projects selected by SANOFI to be included in the
Research Program. Allocation of funding will be made by the
Program Council.

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<PAGE> 10
c) SANOFI will provide CTRC a research budget for SANOFI directed
research at the beginning of each calendar year (January 1) outlining
its research requests. The first such budget is to be attached
hereinafter under Exhibit B.

3.2 On or after January 1, 1997, the entrance fee of [**]
dollars ($ [**] ) shall be paid to CTRC according to the terms of payment as
stated herein for CTRC New Research Project(s) which are incorporated into the
Research Program.

3.3 SANOFI shall always have the Option to prepay any payments under this
Agreement.

3.4 Save and except licensing and milestones fees, to be paid under a
License Agreement and/or a Development Agreement if any, funds received from
SANOFI, including funds received in case SANOFI decides to enter into a New
Research Project(s) shall be exclusively expended by CTRC in support of the
Research Program and in the conduct of the other duties and obligations of CTRC
under this Agreement.

3.5 Except as otherwise set forth in this Agreement, data, results,
reports and all information contained therein prepared solely by or on behalf
of SANOFI, by a party other than CTRC, which relates to the Research Program,
(including New Research Projects in cases SANOFI decides to enter into it)
including but not limited to SANOFI information, shall remain or become the
exclusive property of SANOFI as well as all data generated on SANOFI Projects.
Except as otherwise set forth in this Agreement, data, results, reports and all
information contained therein prepared by or on behalf of CTRC, in
contemplation of or as a result of performance of this Agreement to the
exclusion of the Research Program, including but not limited to CTRC
Information, shall remain or become the exclusive property of CTRC.

3.6 Notwithstanding other provisions of this Agreement, all Know-How may
be used by either party without restrictions, for non commercial research
purposes only (except for work conducted on SANOFI Projects).

ARTICLE IV - OPTION RIGHT

4.1 GRANT OF OPTION

4.1.1 Upon execution of this Agreement CTRC hereby grants to SANOFI, from
January first 1996 an exclusive option right during the term of this Agreement
as well as during a period of thirty-six (36) months following the termination
of this Agreement to evaluate CTRC Information and obtain a license to any
Commercial Rights which may have accrued under any Research Program, or New
Research Project(s) ((( Option Right ))).

4.1.2 If SANOFI decides to invoke its Option Right or if CTRC decides to
submit to SANOFI for its consideration relative to SANOFI's Option Right a
commercially viable Compound and/or Technology, CTRC shall then provide SANOFI
with a Data/Information Package relative to the Compound or Technology subject
to the Option Right.

a) Upon receipt of a Data/Information Package, SANOFI may
exercise the Option Right by providing to CTRC a written notice of its
intent to exercise its Option Right within the sixty (60) day period,
with respect to its interest in obtaining a license to use CTRC
Information regarding the subject Compound, material, technology or
Know-How, or to support any additional work needed to complete the
Data/Information Package.

If additional time is needed for SANOFI's review or evaluation of a
Data/Information Package, SANOFI

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<PAGE> 11
shall notify CTRC before expiration of the sixty (60) day review
period and state its reasons for seeking an extension of the review
period. If SANOFI's reasons are acceptable to CTRC, which acceptance
will not be unreasonably withheld, the Parties will agree on a
reasonable extension of the review period.

b) If SANOFI elects not to exercise by written notice its Option
Right to license Commercial Rights described in a Data/Information
Package of suitable content and quality, then CTRC, subject to the
terms and conditions of this Agreement shall be free to offer for
license to any third party such Commercial rights, or pursue it for
its own account.

c) In the event that such Data/Information Package, which in the
reasonable exercises of both Parties' judgment, and according to the
knowledge of the pharmaceutical industry state of the art, meets the
criteria of Article 1.1.8., is not of acceptable content and quality
to SANOFI in the reasonable exercise of scientific judgment, SANOFI
may elect to postpone a decision on the exercise of its Option Right
until sufficient work has been completed to provide the
Data/information necessary to meet the criteria of Article 1.1.8.

Such program, subject to SANOFI's express written consent on the cost
of such program, shall be fully funded by SANOFI, and funding which
shall represent the aggregate present value of such funding shall be
fully creditable against future royalties from that Licensed Compound
or Licensed Technology, and SANOFI's Option Right shall be extended
through the funding period.

d) If SANOFI is presented with a Data/Information package which
CTRC believes in good faith to be of suitable content and quality to
meet the criteria of Article 1. 1. 8., but SANOFI believes to be
incomplete or not of acceptable content or quality and SANOFI
expressly declines to fund additional work necessary for such
Data/Information Package, then CTRC may offer such Data/Information
Package to any third party for license and funding support, or pursue
it for its own account. Data/Information packages offered to third
party may not include any of the SANOFI Information without the
written consent of SANOFI, which Agreement shall be granted at
SANOFI's sole discretion.

4.1.3 For all Lead Compounds designated by the Program Council and resulting
from the Research Program or New Research Project(s), entering development and
for which SANOFI decides to exercise its Option Right, the Parties will
negotiate, develop and execute a mutually agreeable written License Agreement,
and Development Agreement as the case may be, SANOFI must exercise its Option
Right for a License Agreement, and Development Agreement as the case may be no
later than the PM submission of said Compound(s).

Notwithstanding any other provision contained herein, if SANOFI decides to
exercise its Option Right with respect to a Lead Compound, then CTRC shall not
grant any license to a third party regarding an Analogue and Counterpart to
said Lead Compound except as may be expressly authorized in the License
Agreement or Development Agreement, as the cas may be.

4.1.4 Upon SANOFI's written notice to CTRC to exercise its Option Right and
the payment of license fees as further described, CTRC will grant to SANOFI an
exclusive, world-wide right and license, with the right to grant sub-licenses,
to possess and utilize such CTRC Information as is necessary for the
development and commercialization of Licensed Compounds or Licensed
technologies in the Field of Use. Such right and license includes exclusive
licenses within the Field of Use under any Patents, Patent Applications,
continuations, continuations in-part and foreign equivalents of same owned by
or assigned to CTRC pertaining to Licensed Compounds or Licensed Technologies.

4.1.5 SANOFI, which shall retain the full authority and responsibility for
defining and conducting the development of a Licensed Compound or Licensed
Technology, shall be entitled, at its discretion, to provide development work
to CTRC according to SANOFI currents and anticipated needs. SANOFI
acknowledges that

11
<PAGE> 12
CTRC possesses expertise in the field of oncology compound development and
accordingly SANOFI, on a case by case basis, will in good faith consider the
opportunity, to enter into a Development Agreement with CTRC.

If Parties so decide the Development Agreement and therefore development work
plan shall be as mutually agreed between the Parties. In case the Parties
cannot agree on the tenons of a Development Agreement or a development work
plan SANOFI shall be entitled to enter into such development work with any
third party of its choice. It is understood that SANOFI agrees to use all
reasonable efforts and diligence to diligently develop the Licensed Compound or
the Licensed Technology according to SANOFI's current business strategy.

4.2 EXERCISE OF OPTION RIGHT.

4.2.1 EXERCISE OF OPTION RIGHT ON COMPOUND(S):

(a) Following SANOFI's written notification of its exercise of its Option
Right for a Licensed Compound, and payment of the license fee as provided
hereinafter, the Parties shall negotiate in good faith and execute a License
Agreement, and/or a Development Agreement, if any, for such compound.

(b) The License Agreement, and/or the Development Agreement if any, shall
contain, among other provisions relative to, (i) an agreed development plan, in
case a Development Agreement is entered into), (h) reimbursement and assumption
by SANOFI of Acquisition Costs, (iii) diligence requirements, (iv) development
responsibilities if any, of the Parties and the Program Council, and (v)
provisions for termination, licensing fees, milestone payments and royalties,
as set forth hereinafter.

c) The License Agreement, and/or the Development Agreement if any, shall
be executed within one hundred and twenty (120) days of written exercise of
SANOFI's Option Right. In the event that Parties are unable to reach an
Agreement with respect to particular substantive term or terms of the License
Agreement and/or Development Agreement if any, the Parties agree that the
dispute shall be resolved by reference to the immediately preceding, License
Agreement and/ or Development Agreement, if any, executed between the Parties.

(d) The License shall be effective upon payment of the license fee as
provided hereinafter, regardless of whether the License Agreement, and
Development Agreement if any, has been formally executed by the Parties. In
the event, the Parties are unable to agree to a written Agreement after
utilizing the procedure of Section 4.2. 1 (c) above, the Parties shall submit
the matter to binding alterative dispute resolution mechanism (as selected by
the Parties) to resolve such differences; or, at SANOFI's written request, CTRC
shall return the license fee to SANOFI. In such event, CTRC, with respect to
the terms of this Agreement, shall be free to offer such Commercial Rights to a
third party or pursue it on its own account, without further obligation to
SANOFI.

4.2.2 EXERCISE OF OPTION ON TECHNOLOGY:

(a) Following SANOFI's written notification of its intent to exercise its
Option Right for Technology, the Parties shall negotiate in good faith in order
to execute License Agreement, and/or Development Agreement as the case may be,
for such Technology.

(b) In agreeing to the terms of the License Agreement and/or Development
Agreement for the Technology, the Parties will consider, among other things,
competing technologies, the potential market for the Technology or services
enabled by the Technology, and the costs/benefit of the resulting Technology or
services. The Agreement shall contain provisions for licensing fees, if any,
reimbursement of Acquisition Costs, development responsibilities if any, and
provisions for milestone payments and royalties, as set forth hereinafter.

12
<PAGE> 13
(c) The License Agreement, and/or Development Agreement as the case may
be, for a Licensed Technology will be executed within one hundred twenty (120)
days of written notice of SANOFI's intent to exercise its Option Right. Upon
execution of such Agreement, SANOFI shall pay the license fee, if any, for such
Licensed Technology.

(d) If the Parties are unable to reach an Agreement on a License
Agreement, and/or Development Agreement if any, for such Technology, after good
faith negotiations, as set forth above, then CTRC shall be free to negotiate
with third party with respect to such Technology; provided that, the terms of
any technology license offered to any third party by CTRC may not materially
differ from the terms offered to SANOFI.

4.3. FEES, MILESTONES, PAYMENTS AND ROYALTIES.

4.3.1. LICENSING FEE: The licensing fees, which shall be paid upon due
execution, of the corresponding License Agreement and which are inclusive of
the fees under a Development Agreement if any, to be paid by SANOFI to CTRC are
as follows:

(a) [**] dollars ($ [**] ) for a Licensed Compound if
the leading indication as specified in the corresponding License Agreement
and/or Development Agreement if any, is used in the treatment of breast,
colorectal or non-small cell lung cancer (hereinafter Major Indications); or

(b) [**] dollars ($ [**] ) for a Licensed Compound
if the leading indication, as specified in the corresponding License Agreement,
and/or Development Agreement, if any, is intended for use in the treatment of
any cancer, other than breast, colorectal or non-small cell lung, up to a
maximum of two such indications for a Licensed Compound;or

(c) For Licensed Technology, the Parties will negotiate in good faith
appropriate licensing fees, if any, considering competing technologies, the
potential market for the services enabled by the Technology, and the
cost/benefit of the resulting services.

(d) Licensing Fees on Analogues and Counterparts to Licensed Compounds,
which shall be paid by SANOFI to CTRC upon due execution of an appropriate
Licensing Agreement, Development Agreement and/or amendment thereto, if any,
are as follows:

(i) [**] ($ [**] ) dollars for Analogues and Counterparts
to a Licensed Compound for such indication as agreed between the Parties in the
corresponding. License Agreement, and Development Agreement, if any, and

(ii) Based upon the type of indication, [**] dollars
($ [**] ) for Major Indication, or [**] dollars
($ [**] ) for other indications, will be paid at the time of receipt of NDA
approval or equivalent for said Analogues and Counterparts to Licensed
Compound.

(e) The total amount of Licensing Fee to be paid by SANOFI shall in no
case exceed [**] dollars ($ [**] ) for each Compound or
Technology. Example: If SANOFI exercises its Option Right to license a
Compound or Technology which is intended for the treatment of breast cancer, as
well another indication such as prostate cancer, CTRC is entitled only to a
license fee of the Major Indications that being [**] dollars
($ [**] ) for breast cancer. No additional license fee need to be paid by
SANOFI for the indication of prostate cancer.

13
<PAGE> 14
4.3.2. MILESTONE PAYMENTS: Upon achievement of any development or
commercialization defined hereinafter, SANOFI will pay to CTRC a Milestone
Payment as specified below:

a) Upon the first pre-NDA meeting as agreed upon between the
Parties, pre-CLA, or equivalent by SANOFI or CTRC for each Licensed
Compound in each of the U.S., Japan or one of the first major
countries of the European Union (EU) (i.e. France, United Kingdom,
Germany), SANOFI will pay to CTRC a global lump sum Milestone Payment
of [**] dollars ($ [**] ); and

b) Upon receipt by SANOFI or CTRC of an approval to sell
commercially each Licensed Compound or Licensed Technology in the
U.S., Japan or the first major country of the EU for each new approved
indication, for a maximum of two such indications, SANOFI will pay to
CTRC a milestone payment according to following principles:

<TABLE>
<S> <C>
1st (US or Japan or first Major EU Country) $ [**] ($)
2nd $ [**] ($)
3rd $ [**] ($)
</TABLE>

The total amount of milestone payments per Licensed Compound or Licensed
Technology to be paid by SANOFI shall in no case exceed [**]
dollars ($ [**] ).

4.3.3. ROYALTIES.

a) For each Licensed Compound sold by SANOFI, Affiliate or sub-licensee,
SANOFI will pay to CTRC royalty payments of [**] percent ([**]) (said royalty be
inclusive of any license fee or royalty which may be incurred by CTRC) on Net
Sales of such Compound as follows. Such royalties will be paid until the last
to expire of all Valid Claims for that Licensed Compound or market exclusivity
for that Licensed Compound winch has been obtained by statutory or regulatory
grant or decree, such as the Drug Price Competition and Patent Term Resolution
Act of 1984 or foreign counterpart. However it is understood that for each
Licensed Compound not covered by a Valid Claim or market exclusivity such
royalties will be paid until ten (10) years after the date of First Commercial
Sale for that Licensed Compound.

b) For each Licensed Technology covered by one or more Valid Claims, the
Parties will negotiate in good faith an appropriate royalty, taking into
consideration competing technologies, the potential market for the Technology
or services enabled by the technology and the cost/benefit of the resulting
Technology or services. Such royalties will be paid until the last to expire
of all Valid Claims for that Licensed Technology or market exclusivity for that
Licensed Technology which has been obtained by statutory or regulatory grant or
decree, such as the Drug Price Competition and Patent Term Resolution Act of
1984 or foreign counterpart. However it is understood that for each Licensed
Technology not covered by a Valid Claim or market exclusivity such royalties
will be paid until ten (10) years after the date of First Commercial Sale for
that Licensed Technology.

c) Starting with the first calendar quarter ending at least sixty (60)
days after the First Commercial Sale of a Licensed product meaning a Licensed
Compound or Licensed Technology (Licensed Product), SANOFI shall make written
financial reports and royalty payments to CTRC within thirty (30) days after
the end of each calendar quarter. Such reports shall state the number,
description and aggregate Net Sales of Licensed Compounds and/or Technologies,
as the case may be, during such completed calendar quarter, and the resulting
calculation of earned royalty payments due to CTRC for such completed calendar
quarter. With each such report SANOFI shall include payment due to CTRC of all
royalties for the calendar quarter covered by such report. The remittance of
royalties payable on Net Sales of Licensed Compounds and/or Technologies, as
the case may be, shall be made to CTRC at the official rate of exchange of the
currency of the country from which the

14
<PAGE> 15
royalties are payable, as quoted by the Wall Street Journal (or in the event
there is no Wall Street Journal quote for such currency, the rate of exchange
shall be established by the issuer of such currency) for the last business day
of the calendar quarter in which the royalties are payable; less any
withholding or transfer taxes which are applicable. SANOFI shall supply CTRC
with proof of payment of such taxes paid on CTRC's behalf and shall cooperate
with CTRC in obtaining credit or refund of any such taxes. The Parties shall
cooperate with each other in making lawful arrangements in the event royalties
payable by SANOFI are earned in a country whose currency is blocked on exchange
into U.S. Dollars. Whenever any payment hereunder shall be stated to be due
on a day that is not a business day such payment shall be made on the
immediately succeeding business day.

d) SANOFI shall promptly notify CTRC in writing of all submissions to
appropriate regulatory authorities for approvals to sell Licensed Products in
any country ; of the date such approvals are granted : and the date of the
First Commercial Sale of such Licensed Compounds and/or Technologies, as the
case may be, under this Agreement.

e) SANOFI shall keep true and accurate records and books of accounts
containing all data necessary for the calculation of the royalties payable to
CTRC under this Agreement. Such records and books of account for the prior
three (3) year period shall be made available at SANOFI's principal office in
FRANCE on reasonable notice at all reasonable times during SANOFI's normal
business hours for inspection by an independent auditor on behalf of CTRC or by
an authorized office or CTRC.

4.4. CTRC IN-LICENSED COMPOUNDS

Compounds that are in-licensed to CTRC and then are offered to SANOFI as
potential co-development candidates, shall have a written License Agreement,
and Development Agreement plan as the case may be, with a specific and
appropriate milestone and royalty schedule to be negotiated in good faith
between the Parties.

4.5. REIMBURSEMENT

CTRC agrees to reimburse SANOFI for costs under Research Programs which have
been funded after the date of the First Invention which relate to Compound(s)
and/or Technology for which SANOFI has decided not to exercise its Option Right
which Compound(s) and/or Technology have been licensed by CTRC.

The amount of reimbursement to be paid by CTRC to SANOFI shall be equal to the
total amount by which SANOFI funded the costs after the Date of First
Invention, for said Compound or Technology, said amount being adjusted for
inflation and SANOFI shall only be reimbursed to the extent that CTRC receives
royalties on the marketed Compounds or Technology, but not to exceed, [**] per
cent ([**]) per year of world-wide Net Sales of said Compounds and Technology
and CTRC shall obligated to pay SANOFI upon its receipt of payment of its
royalties for said Compound or Technology.

ARTICLE V--CONFIDENTIALITY

5.1 CTRC and SANOFI recognize that the conduct of the Research Program may
require the transfer of Confidential Information between the Parties.

It is therefore agreed that each Party shall retain in confidence the
Confidential Information of the other Party during the term of this Agreement
and for a period of ten (10) years from the date of receipt of the information.
Each Party shall not use such Confidential Information for any purpose except
as permitted in this Agreement and shall not disclose such Confidential
Information to any Third Party, other than Affiliates, or third party who agree

15
<PAGE> 16
to be bound by similar confidentiality provisions as contained in this article,
except as permitted by this Agreement.

5.2 The term (( Confidential Information )) as used herein in the case of
documentary information, shall mean that documentary information which is
marked as confidential at the time when it is given to the receiving party.
Confidential Information which is originally orally disclosed and identified as
confidential shall include only that information which is identified as
Confidential Information by written communication from the disclosure to the
recipient sent within thirty (30) days after it is originally disclosed in
oral, non-tangible form.

5.3 The term "Confidential Information" shall not include:

a) Information which was in the public domain at the time of
disclosure;

b) Information which after disclosure, becomes part of the public
domain through publication or otherwise, except by breach of
this Agreement;

C) Information which the recipient can demonstrate based on
written records was already in its possession prior to its
disclosure under this Agreement; or

d) Information which any Party receives from an independent third
party which has the right to disclose it to such Party.

5.4 The obligations of confidentiality set forth herein shall not apply to
any information to the extent that such information:

a) Is required to be disclosed by order of a court of law or
appropriate government agency or otherwise required by law;

b) Is submitted to governmental agencies to facilitate the
issuance of marketing approvals for Licensed Compounds or
Licensed Technologies;

c) Is reasonably required to be disclosed to third party such as
patent agents in the filing, prosecution and issuance of
Patents as permitted under the terms of this Agreement;
d) Has been approved for publication by the Parties; or

e) Is Compound-related information which is reasonably required
to be disclosed in connection with marketing or sublicensing
activities with respect to Compounds.

ARTICLE VI-PUBLICATION AND PUBLICITY

6.1 The right of publication or oral presentation, including the results
from the Research Program related to this Agreement, shall be subject to prior
review and approval by the SANOFI's publication procedure committee (the
Committee), in order to review for concerns such as potential Confidential
Information or patentable information. Such review will be completed within
thirty (30) days from the date of receipt by the Committee of publication
demand, and such approval will not unreasonably be withheld.

Failure by the Committee to act within thirty (30) days of receipt of a
publication or presentation proposal shall be deemed an approval by the
Committee. After approval, Patent Application filings by either Party shall be
the responsibility of the respective Party.

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<PAGE> 17
6.2 CTRC and SANOFI agree that they will not make any public
announcements, press releases or otherwise publicize the contents of this
Agreement, the relationship of the Patties hereunder, or any work to be
conducted hereunder without first obtaining prior written approval of the other
party. Further, no party shall use the name of the other party in any form of
publicity, advertising or promotion without the written permission of that
party.

ARTICLE VII--TERMINATION OR EXTENSION

7.1 This Agreement shall terminate on December 31, 1997, unless earlier
terminated or extended for an additional one (1) year period by mutual written
Agreement of the Parties. It is however understood that if Parties intend to
extend this Agreement under the same terms and conditions as set forth herein
such extension decision shall be agreed upon in writing no later than ninety
(90) days before the aforementioned termination date.

7.2 If the Parties decide to modify terms and conditions of this
Agreement, prior to its termination in order to effectuate an extension and/or
renewal of this Agreement, seventy-five (75) days prior to the termination date
of this Agreement, the Parties shall mutually consent in writing to extensions
of this Agreement. The terms and conditions of such extensions are to be
negotiated and agreed upon by the Parties within forty-five days (45) of such
mutual consent, but in no event later than seventy-five (75) days after the
such mutual consent.

7.3 Either SANOFI or CTRC may terminate this Agreement by notice in
writing to the other if the other commits a material breach of this Agreement
which, in the case of a breach capable of remedy, shall not have been remedied
within thirty (30) days of the receipt by the other of notice identifying the
breach and requiring its remedy.

7.4 If CTRC suffers a substantial inability to perform its obligations
under this Agreement, the Parties will meet in good faith to determine if such
deficiencies can be corrected in a reasonable period of time. If no reasonable
correction is available, then SANOFI will have the right, upon three (3) months
notice to terminate this Agreement. The Parties will, in good faith, decide if
termination can be accomplished sooner, in a manner which will not disrupt
CTRC's future business.

7.5 In the event of termination of this Agreement, the rights and
obligations of the Parties which have accrued up to such time shall survive and
remain enforceable, including, but not limited to Articles IV, V, VI, VIII of
this Agreement.

ARTICLE VIII-INVENTIONS AND PATENTS

8.1 SANOFI Inventions

CTRC recognizes that the SANOFI's Information and/or broadly speaking all
materials furnished by SANOFI if any under this Agreement are the sole and
exclusive property of SANOFI, and accordingly CTRC agrees to use said SANOFI's
Information and/or materials only to perform its obligations under the present
Agreement.

All Inventions developed solely by SANOFI or with a third party shall be the
sole and exclusive property of SANOFI. The industrial exploitation by SANOFI,
if any, will, therefore, not entitle CTRC to any royalties or other
indemnities. In any such case SANOFI shall be the sole and exclusive owner of
the results generated by this Agreement on SANOFI's Information/Projects.

8.2 Joint Inventions- All Inventions developed jointly by CTRC and SANOFI
shall be the property of CTRC and SANOFI, subject to the provisions of this
Agreement and the Option Agreement. If SANOFI exercises its Option

17
<PAGE> 18
Right, SANOFI, at its discretion shall be responsible for filing and
prosecuting all Patent Applications for afl Joint Inventions. Alteratively,
SANOFI can fund such costs through the Research Program Funding. If SANOFI
elects not to prosecute a potentially patentable Joint Invention, then CTRC, at
its discretion and expense, may seek patent protection for such Invention.
CTRC and SANOFI each grants to the other a non-exclusive, royalty free,
world-wide license to use such Joint Inventions for each party's own research
purposes.

8.3 CTRC Inventions- All Inventions developed solely by CTRC shall be the
property of CTRC subject to the provisions of the SANOFI Option Right. CTRC
agrees to prepare a record of invention in writing of any Invention made within
the Field of Use, and arising from the Research Program which is potentially
patentable and shall submit same to SANOFI for notification and review. CTRC
shall be responsible, at its discretion, for filing and prosecuting Patent
Applications for all CTRC Inventions. If CTRC elects not to prosecute a
potentially patentable Invention, then SANOFI, at its discretion and expense,
may seek patent protection for such Invention.

8.4 CTRC agrees to have executed by its employees or any contractors or
individuals working on Research Program, appropriate documents submitted by
SANOFI to obtain, perfect or maintain title to CTRC Inventions and Joint
Inventions. CTRC agrees also to cause its employees to furnish information and
data in their possession reasonably necessary to maintain such Patents in
accordance with the provisions of this Agreement.

8.5 The Program Council will coordinate mutual patent strategy between the
Parties in order to effectuate the purposes of this Agreement and the possible
License Agreement, it being understood that with regard to CTRC Inventions,
CTRC shall bear cost related to patent application, divisions, continuations or
reissue thereof.

8.6 Subject to the confidentiality provisions of this Agreement, SANOFI
and/or any other third party duly appointed by SANOFI, shall be entitled within
thirty (30) days from the date of execution of this Agreement to perform a
intellectual property review of the current work of CTRC under the Research
Program. All such visits shall be of reasonable duration during normal
business hours upon two weeks advance written notice by SANOFI to CTRC.

ARTICLE IX-WARRANTIES AND INDEMNIFICATIONS

9.1 Each party hereby represents that as of the date of this Agreement it
has the full right and authority to enter into and perform this Agreement, and
that each party is free of any duties or obligations to third party which may
conflict with the terms of this Agreement.

9.2 Each party shall defend, indemnity, and hold harmless the other party
and as much as they are concerned its affiliates from any and all claims,
losses, expenses, costs or damages arising from or related to any breach of a
party's obligations, or any negligent act, fault, or omissions of said party
under this Agreement. However SANOFI shall not be liable to CTRC or its
affiliates, nor shall CTRC be liable to SANOFI or its affiliates, for any
indirect incidental or consequential damages, including but not limited to loss
of profit, benefits or goodwill.

9.3 Both Parties, SANOFI and CTRC represent and warrant to the other party
that the Inventions, Know-How results, data, documents, trademark, copyrights
and information provided by each party and used in performance of this
Agreement, do not infringe any third party copyrights or other industrial
property rights.

Accordingly, each party shall defend, indemnity, hold ham-Jess and protect the
other party against any and all claims which might be based on the alleged
infringement of third party copyrights or other industrial property rights as a
consequence of the use and/or disposal in any manner of the Inventions,
Know-How results, data, documents, trademark, copyrights and information
provided by said party under this Agreement.

9.4 CTRC and SANOFI each warrants that it will comply with all applicable
laws and regulations in connection

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<PAGE> 19
with its performance of this Agreement, including the Food, Drug and Cosmetic
Act and the Animal Health Welfare Act.

ARTICLE X-INDEPENDENT CONTRACTOR

In the performance of this Agreement, the status of CTRC, including its
employees and agents, shall be that of independent contractors and not as
employees, agents, or fiduciaries of SANOFI and as such have no right to make
commitments for or on behalf of SANOFI.

ARTICLE XI--ASSIGNMENT

11.1 Subject to the provision of Article 11.2 and 11.3 below, no party to
this Agreement shall assign to any third party the benefit and/or burden of
this Agreement without the prior written consent of the other, which consent
shall not be unreasonably withheld.

11.2 CTRC shall be entitled, with the consent of SANOFI which shall not be
unreasonably withheld, to assign, transfer, or in any manner provide, in whole
or part, the benefit and/or burden of this Agreement to a subsidiary or CTRC
Affiliate or the University of Texas Health Science Center at San Antonio.
Provided that such CTRC Affiliate, subsidiary, or UTHSCSA undertakes and agrees
in writing to assume, observe, and perform the rights and powers and/or duties
and obligations of CTRC under the provisions of this Agreement, being assigned,
transferred or otherwise provided.

11.3 SANOFI shall be entitled, with prior notice to CTRC, to assign,
transfer, or in any manner provide, in whole or part, the benefit and/or burden
of this Agreement to any subsidiary or SANOFI Affiliate or company with which
it may merge or form a joint venture with provided that such SANOFI Affiliate
or other company undertakes and agrees in writing to assume, observe and
perform the rights and powers and/or duties and obligations of SANOFI under the
provisions of this Agreement being assigned, transferred or otherwise provided.

SANOFI shall be entitled, with CTRC's prior consent, which shall not be
unreasonably withheld, to assign, transfer, or in any manner provide, in whole
or part, the benefit and/or burden of this Agreement to a third party.

ARTICLE XII--GOVERNING LAW AND ARBITRATION

The validity, interpretation, construction and performance of this Agreement
shall be governed by the laws of the state of New-York.

Any dispute arising in connection with or out of the performance or the
interpretation of this Agreement, which the Parties cannot settle amicably
shall be finally settled under the Rules of Conciliation and Arbitration of the
International Chamber of Commerce, which Rules are deemed to be incorporated by
reference into this clause.

The Board of arbitrators which shall convene in New-York (USA and shall be
conducted in English language, shall be made of three arbitrators, each party
shall appoint one arbitrator of its choice, and third arbitrator shall be
designated by the two other arbitrators.

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ARTICLE XIII--NOTICE

13.1 Any notice or other document to be given under this Agreement shall be
in writing and shall be deemed to have been duly given if left at or sent by
mail by: a) First class, registered, express or air mail, or b) Telex,
facsimile or other electronic media to a party at the address or facsimile
number set out below for such party or such other address as the party may from
time to time designate by written notice to the other:

Address of SANOFI
SANOFI RECHERCHE,
371 rue du Professeur J. BLAYAC
34184 Montpellier Cedex 04 FRANCE
Attention: Pierre GROS

Copy to: Legal Department
SANOFI PHARMA
78-84 Avenue Raspail
94255 - GENTILLY Cedex, FRANCE

Address of CTRC
CTRC Research Foundation
8122 Datapoint, Suite 1000
San Antonio, Texas 78229 U.S.A.
Attention: Mr. David J. HIRSCH

Copy to:
David BUTLER
Cox & Smith Incorporated
112 E. Pecan, Suite 1800
San Antonio, Texas 78205

ARTICLE XIV--MISCELLANEOUS

14.1 ENTIRE AGREEMENT.

This Agreement, and its Exhibits, and any License Agreement, and Development
Agreement as the case may be, executed contemporaneously herewith, embody and
set forth the entire Agreement and understanding of the Parties and supersede
all prior oral and written Agreements, understanding or arrangements relating
to the subject matter of this Agreement, it being understood that all
Invention, Know-How, Technology in the Field of Use, arising out of the
previous Research Collaboration Agreement signed between the Parties October 1,
1992 and for which SANOFI is otherwise entitled to exercise its Option Right
under said agreement shall be covered by this Agreement.

14.2 AMENDMENT.

This Agreement shall not be modified or amended without a written instrument
executed by CTRC and SANOFI.

14.3 WAIVER.

No failure or delay on the part of any Party hereto to exercise any right or
remedy under this Agreement shall be

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construed or shall operate as a waiver thereof, neither shall any single or
partial exercise of any right or remedy, under this Agreement preclude the
exercise of any other right or remedy not preclude the further exercise of such
right or remedy as the case may be.

14.4 SEVERABILITY.

If any term or provision of this Agreement or the application thereof to any
party, person or circumstance shall, to any extent, be invalid or
unenforceable, the remainder of this Agreement, or the application of such term
or provision to any party, person or circumstance other than those as to which
it is held invalid or unenforceable, shall not be affected thereby, and each
term and provision of this Agreement shall be void and enforced to the fullest
extent permitted by law.

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement:

SANOFI
BY MR. JEAN-FRANCOIS DEHECQ BY MR. GERARD LE FUR
TITLE PRESIDENT TITLE DIRECTOR RESEARCH & DEVELOPMENT
DATE: DATE:
----------------------------- --------------------------------

CTRC
BY: MR. DAVID HIRSCH
TITLE CHIEF OPERATING OFFICER
DATE:
----------------------------

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<PAGE> 22
EXHIBIT A

LIST OF CTRC RESEARCH PROJECT

22
<PAGE> 23
CTRC/IDD RESEARCH PROJECT PROPOSALS - 1996

<TABLE>
<CAPTION>
PRINCIPLE SANOFI $ 1996
PROJECT PROPOSAL INVESTIGATOR(S) DECISION FUNDING
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
To Identify Novel Telomerase Inhibitors S-F. Chen Fund
from the Sanofi Winthrop Library

Automated Telomerase Inhibitor Assay & D. Sun Fund
Associated Purificaiton of Telomerase

Design Nucleoside/Nucleotide Analog as S-F. Chen Not Funded ---
Telomerase Inhibitors

Rational Approach to the Design of M. Salazar & L. Hurley Fund
Telomerase Inhibitors

Characterization of the Telomerase B. Windle Fund Pending Revision
Target

Telomerase & Telomerase in Primary and D. Von Hoff Fund
Metastic Human Tumors

Evaluation of Sanofi Compounds in Viro D. Dexter Fund as Sanofi Directed ---
Project

Development of New In Vivo Models D. Dexter Fund as Sanofi Directed ---
Project

Evaluation of Sanofi Directed Research S-F. Chen Fund as Sanofi Directed ---
Compounds Using Various In Vivo Studies Project

Evaluation of Sanofi Winthrop Compounds D. Von Hoff Fund as Sanofi Directed ---
in the Human Tumor Cloning Assay Project

Oxaliplatin-Induces Lesions in Cellular J. Woynarowski Fund as Sanofi Directed ---
DNA Project

Optimizing the Antitumor Activity of D. Von Hoff Fund Pending Revision & ILEX
MGBG Approval

Induction of Apotosis by MGBG D. Von Hoff Fund with Revision & ILEX
Approval

Exploitation of Novel Leads in the L. Hurley Not Funded ---
Naphthalimide Series (AB Series) of
Compounds

Topoisomerase II Inhibitors Based on S. Kerwin & L. Hurley Not Funded ---
Breaking the Symmetry of
Quinobenzoxazine-Mg2+2:2 Dimers

Targeting of a Unique Subgroup of PT- L. Hurley Fund with Revision
DNA Lesions: The Rational Design of a
New Platinum Chemotherapeutic Agent

BCL-2 as a Target for DNA-Reactive J. Woynarowski Not Funded ---
Agents

DNA Topoisomerase I-targeted Therapy S-F. Chen Fund
for Prostate Cancer

Transcription Complexes as Targets for G. Das Not Funded ---
Selective Intervention of Specific Gene
Expression

Extrachromosomal DNA J. McGill & G. Eckhardt Not Funded ---

Human Helicase and Ligase as Novel D. Sun Not Funded ---
Targets

GRAND TOTAL $
</TABLE>

23
<PAGE> 24

EXHIBIT B

RESEARCH BUDGET SANOFI DIRECTED PROJECTS

25
<PAGE> 25
1996 SANOFI DIRECTED RESEARCH AT CTRC/IDD

<TABLE>
<CAPTION>
Project (brief description of studies) Unit Costs Cost per Project
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
NEUROPEPTIDE RECEPTOR ANTAGONIST
In Vitro MTT Combination Assays - 6 compounds x 4 cell lines @$531 $
New In Vitro Model Development - 3 new models @$1,985
Receptor Studies - 4 compounds, 2 cell lines @5,000 (subcontracted)
In Vivo Evaluations - 2 xenografts, 4 compounds; separately
NEUROPEPTIDE RECEPTOR ANTAGONIST PROJECT SUBTOTAL

MDR REVERSING AGENTS
In Vitro MTT Combination Assays - 5 cell lines @$500
New In Vitro Model Development - 3 new models @$1,985
In Vivo Evaluations - 3 compounds, 2 xenografts, 2 murines,
simultaneously
MDR REVERSING AGENT PROJECT SUBTOTAL

OXALIPLATIN
Mechanism of Action Studies - J. Woynarowski proposal
In Vivo Evaluations - 4 xenografts, combination studies @$23,667
OXALIPLATIN PROJECT SUBTOTAL

CLOPIDOGREL ENANTIOMER
In Vivo Evaluations - 1 xenograft, 1 murine, 1 compound
CLOPIDOGREL ENANTIOMER PROJECT SUBTOTAL

ELASTASE INHIBITOR
In Vivo Evaluations - 1 xenograft, 1 murine, 1 compound
ELASTASE INHIBITOR PROJECT SUBTOTAL

IN LICENSE CANDIDATES
In Vitro MTT Combination Assays - 3 compounds, 3 cell lines @$500
In Vitro Clonogenic Combin. Assays - 3 compounds, 3 cell lines @$1,526
In Vivo Evaluations - 3 compounds, 2 xenografts, 2 murines; separately
IN LICENSE CANDIDATES PROJECT SUBTOTAL

THIOXANTHONE ANALOGUES
In Vivo Evaluations - 2 compounds in 3 xenografts
THIOXANTHONE ANALOGUES PROJECT SUBTOTAL

HUMAN STEM CELL EVALUATIONS
Yearly Volume - 6 compounds in 200 evaluable tumors, 1-hour and
continuous exposure @$37
HUMAN STEM CELL EVALUATIONS PROJECT SUBTOTAL

CONTINGENCY FUNDING FOR PRICE ADJUSTMENTS/UNFORSEEN WORK

GRAND TOTAL
</TABLE>

<PAGE> 1
EXHIBIT 10.57

EXCLUSIVE LICENSE AGREEMENT
(DHAC)

THIS AGREEMENT is made as of November 27, 1996, by and between MGI
PHARMA, INC. ("MGI"), 300E Opus Center, 9900 Bren Road East, Minnetonka,
Minnesota 55343-9667 and ILEX ONCOLOGY, INC. ("ILEX"), 14785 Omicron Drive,
Suite 101, San Antonio, Texas 78245-3217.

Recitals

A. MGI acquires, develops and markets pharmaceuticals that it
believes address currently unmet medical needs or significantly improve upon
current therapies.

B. ILEX has certain rights and know-how relating to a compound
called 5,6-dihydro-5 azacytidine ("DHAC") and has filed a U.S. patent
application covering the use of such compound for treatment of prostate cancer.

C. MGI and ILEX have previously entered into that certain Non-
Disclosure Confidentiality Agreement dated June 17, 1996 (the "Non-Disclosure
Agreement").

D. MGI desires to develop, make or have made, sell and distribute
products containing DHAC on a worldwide basis, and ILEX desires to grant to MGI
rights to develop, make, have made, import, offer for sale, sell, promote and
distribute such products, all upon the terms and conditions set forth in this
Agreement.

E. ILEX and MGI wish to transfer its only orphan drug designation
for DHAC from ILEX to MGI.

F. ILEX wishes to use its best efforts to cause the National Cancer
Institute of the Department of Health and Human Services, Public Health
Service, National Institutes of Health ("NCI") to transfer and assign to MGI
its existing investigational new drug application for DHAC products as well as
its existing supplies of DHAC bulk drug substance.

NOW THEREFORE, in consideration of the premises and the mutual covenants
hereinafter set forth, the Parties hereto have agreed as follows:

ARTICLE 1 INTRODUCTORY PROVISIONS

1.1 Defined Terms. The following terms, when used in capitalized for
in this Agreement, shall have the meanings set forth below:

(a) "Affiliate" when used with reference to either party shall mean
any entity controlling, controlled by or under common control
with the said party. For
<PAGE> 2
purposes hereof, "control" shall mean ownership, directly or
indirectly, of more than [**] percent ([**]%) of the
securities having the right to vote for the election of
directors, in the case of a corporation, and more than [**]
percent ([**]%) of the beneficial interest in the capital, in the
case of a business entity other than a corporation.

(b) "Best Efforts" shall mean those efforts that would be made by a
reasonably prudent business person acting in good faith, in the
exercise of reasonable commercial judgment and in a manner
consistent with those efforts the applicable party devotes to its
own business and pharmaceutical products resulting from its own
research efforts and having a similar market potential, profit
potential or strategic value.

(c) "Confidential Information" shall mean all proprietary
information, including ILEX Know-How, Proprietary Product
Information of a party, including any information on the markets,
customers, suppliers, patents or patent applications, inventions,
products, procedures, designs, formulas, business plans,
financial projections, organizations, employees or consultants or
any other similar aspects of a party's present or future
business, the secrecy of which confers a competitive advantage
upon that party.

(d) "Drug Master File" shall mean a Type II Drug Master File for any
Product created by ILEX, NCI or their respective agents and on
file with the FDA, any supplementary or successor drug master
file in respect of DHAC that is submitted by ILEX, NCI or their
respective agents to the FDA, or any corresponding drug master
file or similar file in respect of any Product that may be
submitted to the FDA or other applicable governmental agency; in
each case, by ILEX or its agents as of the Effective Date or by
NCI or its agents at any time (provided that ILEX has rights from
NCI with respect thereto).

(e) "Effective Date" shall mean the date first above written.

(f) "FDA" shall mean the United States Food and Drug Administration
or any successor entity.

(g) "Health Registration Dossier" shall mean all documentation which
is now or shall hereafter be on file with the FDA or other
applicable governmental agency, which comprises the information
and data submitted to such agency in support of an application
made by ILEX, MGI, or a sublicensee of MGI or ILEX, to such
agency for Marketing Authorization for a Product to treat any
Indication.

(h) "ILEX Know-how" shall mean all information and data, regardless
of form, which is necessary or useful to the development
(including, without limitation, clinical or preclinical testing
or results, and any other information necessary or supportive of
a request for Marketing Authorization) or manufacture of a
Product or to the development or manufacture of dose forms or
means of delivery of a
<PAGE> 3
Product, including, without limitation, the Proprietary Product
Information, (i) which (A) may have been developed by ILEX, NCI
or other third parties or (B) which is owned, developed, acquired
or otherwise licensable by ILEX to MGI; and (ii) which is in
ILEX's possession or control as of the Effective Date, or with
respect to any of the foregoing received by ILEX from NCI or its
agents, as of the Effective Date or thereafter.

(i) "ILEX Patents" shall mean all patents or patent applications
under the laws of any country or countries, (i) which are
necessary or useful to (A) the development or manufacture of dose
forms or means of delivery of the Products, or (B) to the use of
the Products alone or in conjunction with other products; and
(ii) which are owned or controlled by ILEX which ILEX has a right
to license to MGI or its sublicensees as of the Effective Date,
or with respect to any of the foregoing licensed or assigned to
ILEX by NCI or its agents, as of the Effective Date or
thereafter.

(j) "IND" shall mean an Investigational New Drug Application, or a
successor application.

(k) "Indication" shall mean any medical condition or set of symptoms
for the treatment of which a Product may be determined to be safe
and efficacious.

(l) "Marketing Authorization" shall mean any governmental approval by
the FDA or other applicable governmental agency which is legally
required under applicable laws, regulations or administrative
decisions to put a pharmaceutical product on the market in such
country for use in the treatment of any Indication (including
pricing and reimbursement approvals, if applicable).

(m) "Net Sales" shall mean the total of the gross invoice prices of
Products sold or transferred by MGI, its Affiliates, and its
sublicensees less rebates and allowances given by MGI, its
Affiliates or sublicensees and the sum of the following actual
and customary deductions included on the invoice as part of the
gross invoice price and actually paid: cash, trade, or quantity
discounts; dales, use, tariff or other excise taxes imposed upon
particular sales; import/export duties; and transportation
charges. Sales among MGI, its Affiliates and its sublicensees
for ultimate third party use shall be disregarded for the
purposes of computing Net Sales. Products provided by MGI, its
Affiliates or sublicensees to third parties as samples or for
research purposes or clinical studies shall not be deemed to be
sold or transferred of the purposes of computing Net Sales.

(n) "Orphan Drug Designation" shall mean designation under the U.S.
Orphan Drug Act, as amended, or any successor statute, of a
Product for treatment of mesothelioma.

(o) "Party" shall mean either of the two parties to this Agreement
and, to the extent appropriate when required by the context, to
any sublicensees of a Party.
<PAGE> 4
(p) "Products" shall mean any pharmaceutical products having as an
active ingredient DHAC, either alone or in combination with other
substances, whether or not such products are known or in
existence on the Effective Date.

(q) "Proprietary Product Information" shall mean (i) all information
and data now or hereafter contained in any Drug Master File or
Health Registration Dossier to which either Party, or any
sublicensee of either Party, shall have the right under
applicable law, regulations and administrative decisions to
refer, to authorize third parties to refer and to prohibit third
parties from referring, for purposes of any application for
Marketing Authorization for any Product; (ii) all data concerning
any serious or unexpected adverse effects, side effects and
contraindications of any Product which may come to the attention
of either Party or of any sublicensee; (iii) all data and
information in the possession of either Party or any permitted
sublicensee of a Party relating to (A) the pharmacological or
toxicological properties of a Product, (B) pre-clinical or
clinical testing and experience in relation to a Product which is
not included in any Health Registration Dossier and (C) to the
extent reasonably required for purposes of any application for
Marketing Authorization, the chemical composition, manufacturing
processes and quality control testing of a Product and (iv) all
other information and data now or hereafter in existence and in
the possession of either Party which relates to the development,
testing, manufacture, marketing or use of any Product which is
not in the public domain. Notwithstanding the foregoing, as used
herein, Proprietary Product Information of ILEX shall be limited
to (1) any of the foregoing in ILEX's possession or control as of
the Effective Date and (2) any of the foregoing received by ILEX
from NCI or its agents as of the Effective Date or thereafter.

1.2 Other Rules of Interpretation. Unless the context clearly indicates
otherwise, the following rules shall govern the interpretation of this
Agreement:

(a) The definitions of all terms defined herein shall apply equally
to the singular, plural, and possessive forms of such terms;

(b) All references herein to "days" shall mean calendar days;

(d) All references herein to "Sections" shall mean the corresponding
Sections of this Agreement and all references to "Articles" shall
mean the corresponding Articles of this Agreement.
<PAGE> 5
ARTICLE 2 WARRANTIES, REPRESENTATIONS AND COVENANT; LIMITATIONS

2.1 ILEX Warranties. ILEX represents and warrants to MGI that:

(a) it has the legal right and power to enter into this Agreement;

(b) it has taken all necessary corporate action to authorize and
perform this Agreement;

(c) it has not entered into any inconsistent prior obligations that
would impair the rights being licensed to MGI hereunder;

(d) it owns or has the right to license or sublicense all the rights
granted to MGI herein with respect to the ILEX Patents, ILEX
Know-how and such information and data in any applicable Drug
Master Files which ILEX owns, possesses or controls as of the
Effective Date;

(e) it will own or have the right to license or sublicense all the
remaining rights granted to MGI herein with respect to the ILEX
Patents, ILEX Know-how and such information and data in any
applicable Drug Master Files that ILEX is receiving hereunder
from NCI or its agents after the Effective Date, such that as of
the last date of such transfers, ILEX will own or have the right
to license or sublicense all of the rights granted to MGI herein;

(f) to the best of its knowledge, there are no third party claims
that would challenge or impair the license of the rights granted
to MGI herein, including, without limitation, any claims based
upon patents, copyrights or trade secret laws in the United
States; and

(g) to the best of its knowledge, the manufacture, use or sale of the
Products under the license granted herein under the ILEX Patents
and ILEX Know-how will not infringe any patents, copyrights,
trade secrets or any other intellectual property rights of any
third parties.

2.2 MGI Warranties. MGI represents and warrants to ILEX that:

(a) it has the legal right and power to enter into this Agreement;
and

(b) it has taken all necessary corporate action to authorize and
perform this Agreement.

2.3 ILEX Covenant. During the term of this Agreement (and if this
Agreement is terminated by MGI pursuant to Section 11.2, then for an
additional period of five (5) years thereafter), ILEX covenants and
agrees that it shall not market, promote, supply or sell Products,
directly or indirectly through any affiliate or third party, unless MGI
consents in writing, such consent not to be unreasonably withheld. For
the purposes of
<PAGE> 6
this Section 2.3, MGI's refusal to consent shall not be deemed to be
unreasonable if MGI determines, in its sole discretion, that the Product
in question would be competitive to any current or future Product of MGI
or its sublicensees. Notwithstanding the foregoing, ILEX shall be
entitled to manufacture any Product for any third party provided that it
can do so without using or disclosing any ILEX Patent or ILEX Know-how
licensed hereunder.

2.4 DISCLAIMER OF WARRANTIES. EXCEPT AS EXPRESSLY SET FORTH IN SECTIONS 2.1
AND 2.2, NEITHER PARTY MAKES ANY REPRESENTATION OR WARRANTY WITH RESPECT TO THE
ILEX PATENTS, ILEX KNOW-HOW OR THE PRODUCTS AND EACH PARTY HEREBY EXPRESSLY
DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR PATENT ABILITY.

2.5 LIMITATION OF LIABILITY. EXCEPT AS PROVIDED IN SECTIONS 2.1, 2.2,
ARTICLE 9 OR IN THE EVENT OF A MATERIAL BREACH BY EITHER PARTY OF THE
LIMITATIONS SET FORTH IN ARTICLE 10 BELOW, NEITHER PARTY SHALL BE LIABLE
TO THE OTHER FOR ANY LOSS, EXPENSE OR DAMAGE ARISING OUT OF OR RESULTING
FROM THIS AGREEMENT. IN ANY EVENT, NEITHER PARTY SHALL BE LIABLE FOR
ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL LOSS OR DAMAGES. IN
THE EVENT OF ANY CLAIM FOR SUCH LOSS OR DAMAGES, THE SOLE AND EXCLUSIVE
REMEDY FOR ANY LIABILITY UNDER THIS AGREEMENT SHALL BE LIMITED TO A
REFUND OF ANY SUMS PAID AND/OR THE TERMINATION OF ANY RIGHTS GRANTED
UNDER THIS AGREEMENT.

ARTICLE 3 RIGHTS IN INTELLECTUAL PROPERTY

3.1 License Grant to MGI. Subject to the terms and conditions of this
Agreement, ILEX hereby grants to MGI, and MGI hereby accepts from ILEX, an
exclusive, worldwide right and license (with right of sublicense) under the
ILEX Patents and ILEX Know-how and all other intellectual property rights
covering or relating to the Products, which are owned or controlled by ILEX as
of the Effective Date or licensed, assigned or transferred to ILEX by NCI or
its agents at any time, to develop, make, have made, import, use, offer to
sell, sell and distribute the Products.

ARTICLE 4 TRANSFERS TO MGI

4.1 Orphan Drug Designation. ILEX shall transfer and assign to MGI its
Orphan Drug Designation for the Products. The parties acknowledge and agree
that MGI's obligations under this Agreement are dependent upon such transfer
and assignment by ILEX.

4.2 Technology Transfer. ILEX shall (a) provide MGI all DHAC bulk drug
substance then in its possession and ILEX Know-How then in its possession or
control and necessary or useful in development or commercialization of the
Products, including chemistry, manufacturing and controls, preclinical and
clinical data, published literature and the like, for MGI's use and (b)
<PAGE> 7
transfer to MGI any Drug Master Files of ILEX or its agents or otherwise then
in its possession or control and relating to the Products.

4.3 Transfer from NCI. The parties acknowledge that MGI's obligations under
this Agreement are dependent upon NCI's agreement to assign and transfer to MGI
the IND for the Products and any DHAC bulk drug substance in possession or
control of NCI or its agents. MGI shall cooperate reasonably in such transfers
including providing NCI with a copy of its protocol for clinical study of the
Products.

4.4 Schedules for Transfers. ILEX's obligations under Sections 4.1 and 4.2
shall be completed not later than December 15, 1996. ILEX shall use its Best
Efforts to cause the assignment and transfers from NCI, as contemplated under
Section 4.3, to be completed by December 20, 1996 and not later than March 15,
1997. If the assignment and transfers from NCI contemplated in Section 4.3 are
not completed prior to March 15, 1997, either party may terminate this
Agreement as provided in Section 11.5.

4.5 Surviving Provisions. MGI shall comply with Sections 4.7, 5.2 and 9.1
of that certain License Agreement dated August 4, 1993, by and between ILEX and
the National Technical Information Services, as if MGI were a "LICENSEE"
thereunder.

ARTICLE 5 PRODUCT DEVELOPMENT; PATENT PROSECUTION

5.1 Product Development. MGI shall develop the Products, at MGI's expense,
for use in treatment of an initial Indication (which is currently intended to
me myelodisplastic syndrome) (the "Initial Indication") in accordance with a
development plan prepared by MGI and acceptable to ILEX, and thereafter for use
for such Indications and in such countries as MGI deems appropriate.

5.2 ILEX Development Work. ILEX shall be entitled to perform contract
research and development work for MGI, as agreed by the parties from time to
time, at ILEX's then standard contract rates, for an aggregate amount equal to
[**] percent ([**]%) of MGI's total clinical development budget for the
Initial Indication for the Products (excluding any preclinical work for the
Products). If MGI terminates the development of the Products for any reason,
such aggregate amount shall equal [**] percent ([**]%) of what MGI
actually spent for development of the Products (unless the parties have already
agreed to a greater amount pursuant to a written agreement as contemplated
below). Such development work may be related to the Products or to other MGI
products, in MGI's sole discretion and will be subject to the terms of a
separate written agreement, including, without limitation, provisions (i)
restricting ILEX's use of any data resulting f rom the work, (ii) assigning to
MGI all ownership and other rights with respect to any resulting data and
inventions and (iii) indemnifying MGI, its Affiliates and sublicensees and
their respective officers, directors, employees and agents from any claims
arising from negligence, gross negligence or willful misconduct of ILEX with
respect to such development work. MGI and ILEX shall use their Best Efforts to
enter into such a separate written agreement prior to but not later than the
date on which an NDA for a Product is submitted or within sixty (60) days of
the date on which MGI decides, in its sole discretion, to
<PAGE> 8
terminate development of the Products, whichever occurs first, with the
development work to be completed within one year after signing such agreement.

5.3 Patent Prosecution. MGI shall have the right to prosecute and maintain
any ILEX Patents, by attorneys of MGI's choice and at MGI's expense. MGI shall
also reimburse ILEX for up to $[**] of ILEX's out-of-pocket patent expenses
incurred prior to the Effective Date. If MGI decides, for any reason, not to
prosecute or maintain any of the ILEX Patents in the United States, it shall so
notify ILEX in writing. Upon such notification, ILEX shall have the right to
prosecute and maintain such ILEX Patent, at its own expense, and MGI shall no
further rights under Section 3.1 in the United States with respect to such ILEX
Patent.

ARTICLE 6 PRODUCT REGULATORY APPROVALS

6.1 Regulatory Approvals. MGI shall submit appropriate applications for
Marketing Authorization in the United States for use of the Products in the
Initial Indication and shall use its Best Efforts, in consultation with ILEX,
to obtain such Marketing Authorization. Thereafter, MGI may submit
applications for Marketing Authorizations for such Indications and in such
countries as MGI deems appropriate. Such responsibility shall include the
conduct and documentation of such testing and preclinical and clinical trials
as are required in connection with the submission of applications for Marketing
Authorization within such countries.

6.2 Co-Development. MGI shall have the right to engage third parties to
develop the Products jointly with MGI. The Parties acknowledge that any
sublicensee that is developing the Products jointly with MGI shall be entitled
to file separate applications to obtain Marketing Authorizations for the
Products.

ARTICLE 7 PROMOTION AND MARKETING

7.1 General Best Efforts Obligation. MGI shall commit adequate funding and
use its Best Efforts to fund and support the commercial launch and ongoing
promotion, marketing and sale of Products in the Initial Indication.
Thereafter, MGI shall commit such funding and use such efforts as it deems
appropriate to fund and support the commercial launch and on-going promotion,
marketing and sale of Products in other Indications.

7.2 Co-Promotion and Co-Marketing. MGI shall have the right to engage third
parties to assist in its promotion and marketing of the Products. Such third
party arrangements may include co-promotion or co-marketing of the Products.

7.3 Compliance with Law. MGI shall market, promote and sell the Products in
compliance with the conditions and requirements of all applicable Marketing
Authorizations and with all other applicable legal and regulatory requirements.

ARTICLE 8 LICENSE FEE AND ROYALTIES

8.1 Up-front License Fee. MGI shall pay to ILEX Seven Hundred Fifty
Thousand Dollars ($750,000), as an up-front license fee. This fee shall be
payable by wire transfer five (5)
<PAGE> 9
days after the earlier of (a) the date on which MGI receives written notice
from NCI, in a form reasonably acceptable to MGI, that it shall so transfer and
assign to MGI (or to ILEX as an intermediary) any NCI IND for the Product and
DHAC bulk drug substance in its possession or control, or (b) the date on which
NCI transfers and assigns to MGI (directly or through ILEX) any such IND for
the Products and transfers to MGI any such DHAC bulk d rug substance. If MGI
pays such fee as provided in (a) above, and if NCI thereafter fails, within six
(6) months of such payments, to transfer and assign to MGI (directly or through
ILEX) such IND and to transfer such DHAC bulk drug substance, then (i) ILEX
shall refund such up-front license fee to MGI within five (5) days of such six
(6) month anniversary, and such up-front license fee shall thereafter be
payable to ILEX only upon actual transfer and assignment by NCI of the
foregoing and (ii) the parties shall have the right to terminate this Agreement
as provided under Section 11.5.

8.2 Royalties.

(a) MGI shall pay to ILEX, a royalty of [**] percent ([**]%) of
Net Sales of Products. For any such country in which a third
party introduces a competitive product containing DHAC, MGI's
royalty payments to ILEX will be reduced to [**] percent
([**]%).

(b) Royalties shall continue on a Product-by-Product and country-by-
country basis for (i) the life of the last ILEX Patent covering
the manufacture, use or sale of such Product, or (ii) ten (10)
years from first commercial sale of such Product, whichever is
longer. Upon expiration of such royalty obligations, the license
granted under Section 3.1 shall be deemed to be fully paid up,
irrevocable and perpetual.

8.3 Reports. MGI shall pay to ILEX any amounts owing under Section 8.2, on
a quarterly basis on or before the forty-fifty (45th) day after the end of each
calendar quarter during the term of this Agreement. Each royalty payment shall
be accompanied by a report which shows the Net Sales of Products by MGI and its
sublicensees for such quarter, by Product.

8.4 Books and Records. MGI shall keep adequate and complete books and
records showing all Products sold by MGI and its sublicensees for a period of
no less than five (5) years following completion of the fiscal year in which
the sale of Products occurred. Such books and records shall include all
information necessary to verify the total amount and computation of the Net
Sales hereunder, and shall be open to inspection, audit and copying by ILEX or
its agents during reasonable business hours and upon reasonable notice to the
extent necessary to verify the amount of such Net Sales. Such inspection,
audit and copying may be conducted at the expense of ILEX by an independent
Certified Public Accountant or other agent appointed by ILEX and reasonably
acceptable to MGI, provided, however, MGI shall reimburse ILEX for ILEX's
reasonable expenses incurred in such inspection and audit if such audit reveals
any underpayment of amounts owing hereunder of more than [**] Dollars
($ [**] ) or [**] percent ([**]%), whichever is greater, for any quarter
covered by such inspection and audit.
<PAGE> 10
8.5 Withholding. If any payment to ILEX hereunder is subject to any income
taxes in a particular country:

(a) ILEX shall pay such income taxes and hereby authorizes MGI to
withhold such taxes from the applicable payments due to ILEX
under this Agreement and to pay such withheld amounts to the
relevant tax authorities within such country; and

(b) whenever MGI withholds and pays such income taxes from any
payments due to ILEX under this Agreement, it shall furnish ILEX
with a certificate of the relevant tax authorities and reasonably
acceptable to the U.S. Internal Revenue Service, documenting
payment of such taxes.

8.6 Net Payments. Except as expressly provided in Section 8.5, all payments
by MGI to ILEX under this Agreement represent the net amounts that ILEX is
entitled to receive and shall not be subject to any other withholding or
deduction for any reason whatsoever.

8.7 Currency Controls. If MGI is precluded at any time from making any
payments due to ILEX under the provisions of this Agreement because MGI has
failed to obtain any governmental approvals that may be required under the laws
and regulations in a particular country for such transfers of funds, then MGI
shall:

(a) deposit, or cause its agent to deposit, such sums to an account
designated by ILEX at a bank or other entity in such country;

(b) provide, or cause its agent to provide, to ILEX documentary
evidence of such deposits; and

(c) remit such deposits to ILEX immediately upon the subsequent
receipt of any required governmental approvals for such
transfers.

Subject to any applicable regulatory requirements, MGI further agrees, and
shall cause any agent of MGI to agree, that the form of such depository account
shall permit ILEX to withdraw the deposited amounts at will, but neither MGI
nor any agent of MGI shall withdraw the deposited amounts otherwise than for
the purpose of remitting such amounts to ILEX pursuant to the provisions of
this Section.

ARTICLE 9 INDEMNIFICATION; PATENT INFRINGEMENT

9.1 INDEMNIFICATION BY MGI.

(a) MGI hereby indemnifies and holds harmless ILEX and its affiliates
and their respective officers, directors, employees and agents
(an ILEX Indemnified Party") from and against all liabilities,
damages, losses, costs and expenses (including reasonable
attorney's fees) arising out of" (i) breach of any warranty,
covenant or agreement of MGI contained in this Agreement; (ii)
claims, suits or proceedings (a "Legal Action") brought by a
third party alleging actual
<PAGE> 11
negligence, gross negligence or willful misconduct of MGI or its
sublicensees resulting in personal injury or death related to the
use of any Product developed or marketed by MGI or its
sublicensees.

(b) Whenever an ILEX Indemnified Party becomes aware of a Legal
Action as to which it believes it entitled to indemnification
under this Article 9, such ILEX Indemnified Party shall give
notice in writing to MGI in sufficient time so as not to
materially and adversely prejudice MGI's fights with respect to
such Legal Action, shall permit MGI to assume exclusive control
of the defense or settlement of the matter, and shall provide, at
the expense of MGI, all authority, information and assistance
which MGI may reasonably request for purposes of such defense.
If a single law firm engaged by MGI would be subject to any
material conflict of interest in representing one or more of such
Parties, MGI shall not be required to waive such conflict and
may, instead, request separate representation by an independent
law firm of the ILEX Indemnified Party at the expense of MGI. An
ILEX Indemnified Party may engage its own counsel, at its own
expense, to monitor the defense of any such matter. MGI will
maintain general and products liability insurance with
contractual liability coverage and limits of at least [**]
Dollars ($ [**] ).

9.2 Indemnification by ILEX.

(a) ILEX hereby indemnified and holds harmless MGI, its Affiliates
and any parties to which it sublicenses rights to manufacture,
market, or distribute Products and their respective officers,
directors, employees and agents (a "MGI Indemnified Party") from
and against all liabilities, damages, losses, costs and expenses
(including reasonably attorney's fees) arising out of breach of
any warranty, covenant or agreement of ILEX contained in this
Agreement.

(b) Except as provided in Section 9.3, whenever a MGI Indemnified
Party becomes aware of a Legal Action as to which it believes it
is entitled to indemnification under this Article 9, it shall
give notice in writing to ILEX in sufficient time so as not to
materially and adversely prejudice ILEX's rights with respect to
such Legal Action, shall permit ILEX to assume exclusive control
of the defense or settlement of the matter, and shall provide, at
the expense of ILEX, all authority, information and assistance
which ILEX may reasonably request for purposes of such defense.
If a single law firm engaged by ILEX would be subject to any
material conflict of interest in representing one or more of such
parties, ILEX shall not be required to waive such representation
by an independent law firm of the MGI Indemnified Party at the
expense of ILEX. An MGI Indemnified Party may engage its own
counsel, at its own expense, to monitor the defense of any such
matter.

9.3 Patent Infringement. MGI shall have the right, but shall not be
obligated, to commence Legal Action or any alleged infringement of the ILEX
Patents and to defend any Legal Action alleging that the ILEX Patents violate
any patents, know-how, trade secret or any other
<PAGE> 12
intellectual property rights. MGI shall not enter into any settlement or
consent judgment or other voluntary final disposition of such Legal Action
without the approval of ILEX, such approval to not be unreasonably withheld.
If MGI notifies ILEX at any time of its intention not to commence or continue
prosecution or defense of a Legal Action alleging patent infringement, ILEX
shall have the right to commence or continue prosecution or defense of the
Legal Action. In any Legal Action either Party may prosecute or defend under
this Section 9.3, the other party shall cooperate with and at the request of
the party prosecuting or defending the suit. In addition to its obligation to
indemnify MGI, as set forth in Section 9.2, ILEX shall be solely responsible
for the costs of any Legal Action brought by ILEX under this Section 9.3.

9.4 Survival. The parties' obligations under this Article 9 shall survive
the termination of this Agreement for any reason.

ARTICLE 10 CONFIDENTIALITY

10.1 Non-Use and Non-Disclosure. Each party acknowledges and agrees that all
the other party's Confidential Information is confidential and proprietary to
the disclosing party. Each party shall not use or disclose to any third party
the other party's Confidential Information without the other party's prior
written consent for any purpose other than as permitted or required hereunder.
Each party shall take the same reasonable measures necessary to prevent any
unauthorized use or disclosure by its employees, agents, contractors,
sublicensees, or consultants of the other party's Confidential Information as
it applies to the protection of its own Confidential Information.

10.2 Marking. To be entitled to protection as Confidential Information, all
ILEX or MGI documents containing that party's Confidential Information shall be
appropriately and clearly marked as "Proprietary," "Secret," "Confidential," or
other words to similar effect. If a disclosure of Confidential Information is
made orally, as in a meeting, the disclosing party shall indicate the nature of
that information at the time of its disclosure and shall confirm such
designation in writing within ten (10) days of the date of such disclosure to
the receiving party.

10.3 Exclusions. Information shall not be considered Confidential
Information hereunder if it:

(a) was already in the possession of the receiving party prior to its
receipt from the disclosing party, as shown by the receiving
party's books and records;

(b) is, or becomes, part of the public knowledge or literature
through no fault, act or omission of the receiving party,
provided, however, that Proprietary Product Information shall not
be deemed to have entered the public domain by reason of its
having been filed with the FDA or any other applicable
governmental agency;

(c) is, or becomes, available to the receiving party from a source
other than the disclosing party, which source has rightfully
obtained the same information and has no obligation of
confidentiality to the disclosing party with respect to it;
<PAGE> 13
(d) is made available on an unrestricted basis by the disclosing
party to a third party unaffiliated with the disclosing party; or

(e) is required to be revealed pursuant to law, provided, however,
the receiving party which is under any such requirement of law
shall give reasonable notice (pursuant to the provisions of
Section 13.5) to the disclosing party of such requirement and
shall cooperate with the disclosing party in reasonable legal
efforts to limit or mitigate any such revelation so as to
preserve the proprietary nature of any Confidential Information
contained therein.

10.4 Duration; Surviving Obligation. Each party's obligations of non-use and
non-disclosure of the other party's Confidential Information shall apply during
the term of this Agreement and shall also survive for a period of five (5)
years after its termination or expiration for any reason.

10.5 Prior Agreements. The non-disclosure and non-use provisions of this
Agreement hereby supersede the provisions of the Non-Disclosure Agreement,
provided, however, that this Article 10 shall be deemed retroactive to the
effective date of the Non-Disclosure Agreement.

ARTICLE 11 TERM AND TERMINATION

11.1 Term. Unless earlier terminated in accordance with Section 11.2, 11.3,
11.4 or 11.5, this Agreement shall be in effect, on a Product-by-Product and
country-by-country basis, for the longer of (i) the life of the last ILEX
Patent covering the manufacture, use or sale of such Product in such country or
(ii) ten (10) years from the first commercial sale of such Product.

11.2 Termination for Cause. Either party may terminate this Agreement at any
time by giving notice in writing to the other party, which shall be effective
ninety (90) days after its date, in accordance with the following provisions:

(a) if the other party files a petition of any type as to its
bankruptcy, is declared bankrupt, becomes insolvent, makes an
assignment for the benefit of creditors, or goes into liquidation
or receivership; or

(b) if the other party is in material breach of this Agreement and
has failed to cure such breach within sixty (60) days of the
receipt of written notice of breach from the non-breaching party.

11.3 Termination by Mutual Agreement. The parties may agree in writing to
terminate this Agreement for their mutual convenience at any time and for any
reason, subject to such terms and conditions as they may adopt.

11.4 Termination by MGI. This Agreement may be terminated by MGI:

(a) for any reason upon sixty (60) days notice; or
<PAGE> 14
(b) immediately upon a decision by MGI to stop all clinical research
on the Products due to safety issues with respect to
administration of a Product to humans.

11.5 Termination due to NCI. If NCI (a) refuses in writing to transfer and
assign to MGI its IND for the Products and the DHAC bulk drug substance, as
required under Section 4.3, (b) fails to do so on or before March 15, 1997 or
(c) fails to transfer and assign to MGI such IND and such bulk drug substance
within six months of MGI's payment of the up-front license fee as provided in
Section 8.1, either party may terminate this Agreement effective immediately
upon written notice to the other party.

11.6 Rights and Obligations on Termination or Expiration. If this Agreement
is terminated or expires for any reason, the parties shall have the following
rights and obligations:

(a) Termination of this Agreement shall not release either party from
the obligation to make payment of all amounts then due and
payable;

(b) If this Agreement expires as provided in Section 11.1 or if it is
terminated by MGI pursuant to Section 11.2, the license granted
under Section 3.1 shall continue on a fully paid-up, irrevocable
and perpetual basis. If this Agreement is otherwise terminated,
the license granted under Section 3.1 shall terminate and MGI
shall return to ILEX any ILEX Know-How relating to the Products
that MGI initially received from ILEX, and if ILEX terminates
this Agreement pursuant to Section 11.2 or MGI terminates this
Agreement pursuant to Section 11.4, ILEX shall have a right of
first negotiation to obtain a license to any patent rights and
know-how developed by MGI during the term of this Agreement and
relating directly to the Products, on such terms as the parties
may the agree; and

(c) Each party's respective obligations of indemnification under
Article 9 (as provided in Section 9.3), of non-use and non-
disclosure under Article 10 (as provided in Section 10.4) and to
settle all disputes, controversies or claims under Article 12 (as
provided in Section 12.6) shall survive such termination or
expiration of this Agreement.

11.7 Rights under U.S. Bankruptcy Laws. The parties acknowledge and agree
that all rights and licenses granted to MGI by ILEX pursuant to this Agreement
are, and shall otherwise be deemed to be, for purposes of Section 365(n) of the
Bankruptcy Code, licenses of rights to "intellectual property" as defined under
Section 101(52) of the Bankruptcy Code, and that MGI, as the licensee
hereunder, shall retain and may fully exercise all of its rights and elections
under the Bankruptcy Code.

11.8 No Compensation. The parties agree that, subject to the above
provisions of Section 11.6, and without prejudice to any other remedies at law
or in equity that either party may have in respect of any breach of this
Agreement, neither party shall be entitled to or claim that it is entitled to
any compensation or like payment as a result of or arising out of any
termination in accordance with this Article 11, whether claimed as loss of good
will, foregone profits, lost investments, or otherwise.
<PAGE> 15
ARTICLE 12 DISPUTE RESOLUTION

12.1 Negotiation. The parties recognize that disputes as to certain matters
may from time to time arise during the term of this Agreement which relate to
either party's rights or obligations hereunder or thereunder. It is the
objective of the parties to establish procedures to facilitate the resolution
of disputes arising under this Agreement in an expedient manner by mutual
cooperation and without resort to litigation. The parties agree to consult and
negotiate in good faith to try to resolve any dispute, controversy or claim
that arises out of or relates to this Agreement.

12.2 Reservation for Litigation. Notwithstanding Sections 12.1 and 12.3,
each party expressly reserves the right to seek judicial relief from a court of
competent jurisdiction if the other party is or appears to be in violation of
such other party's obligations of non-use and non-disclosure under Article 10
above, including, without limitation, any injunction or other preliminary
relief. Nothing in this Section 12.2 shall preclude a party from seeking such
interim relief with respect to any disputes or claims arising under this
Agreement as may be available under the commercial arbitration rules as
provided in Section 12.3.

12.3 Arbitration. Subject to the reservation of the parties under Section
12.2, all disputes, claims or controversies arising out of or in connection
with this Agreement shall be finally settled under the commercial arbitration
rules of the American Arbitration Association ("AAA"), as modified by Section
12.4 below. Judgment upon the award rendered by the arbitrators may be entered
in any court of competent jurisdiction. The place of arbitration shall be
Chicago, Illinois. The arbitration shall be conducted by three (3) neutral
arbitrators selected by mutual agreement of the parties, or, if that is not
possible within thirty (30) days of the initial demand for such arbitration, by
the AAA. At least one (1) arbitrator shall have knowledge of and experience in
the ethical pharmaceutical industry, and at least one (1) arbitrator shall have
knowledge of and experience in technology licensing.

12.4 Special Rules. Notwithstanding any provision to the contrary in the
commercial arbitration rules, the parties hereby stipulate that any arbitration
hereunder shall be subject to the following special rules:

(a) Each party shall have the right to request from the arbitrators,
and the arbitrators shall order upon good cause shown, reasonable
and limited pre-hearing discovery, including (i) exchange of
witness lists, (ii) depositions under oath of named witnesses,
(iii) written interrogatories, and (iv) document requests;

(b) Upon conclusion of the pre-hearing discovery, the arbitrators
shall promptly hold a hearing upon the evidence to be presented
by the parties and shall promptly render a written opinion and
award;

(c) The arbitrators may not award or assess punitive damages against
either party; and
<PAGE> 16
(d) Each party shall bear its own costs and expenses of the
arbitration and one-half ( 1/2) of the fees and costs of the
arbitrators, subject to the power of the arbitrators, in their
sole discretion, to award all such reasonable costs, expenses and
fees to the prevailing party.

12.5 Survival. The duty of the parties to arbitrate any dispute, controversy
or claim under this Article 12 shall survive the termination of this Agreement
for any reason.

Article 13 GENERAL PROVISIONS

13.1 Entire Agreement. This Agreement constitutes the entire agreement of
the parties with respect to the subject matter hereof and thereof and supersede
all the parties' previous correspondence, term sheets, understandings,
agreements and representations, oral or written, including the Non-Disclosure
Agreement.

13.2 Assignment. Neither party shall assign or otherwise transfer its rights
or obligations under this Agreement except with the prior written consent of
the other party; provided that no such consent for a transfer to an entity
shall be required and all rights and obligations arising hereunder shall inure
to the benefit of that entity if it is (a) an Affiliate of either party, (b)
the successor in interest of one party by reason of sale, merger or operation
of law, or (c) has acquired all or substantially all of the assets and business
of a party.

13.3 Amendment. This Agreement may not be modified or amended, in whole or
in part, except by a written agreement signed by both parties.

13.4 Severability. If one or more of the provisions of this Agreement is
subsequently declared invalid or enforceable, this Agreement shall be treated
as though that provision were not i n this Agreement, and this shall not affect
the validity or enforceability of the remaining provisions of this Agreement
(unless those provisions that are invalidated or unenforceable are clearly
material and inseparable from the other provisions). The Agreement as modified
shall be applied and construed to reflect substantially the good faith intent
of the parties and to achieve the economic effects originally intended by the
terms hereof.

13.5 Notices. Except as may be otherwise provided in this Agreement, any
notice, demand or request given, made or required to be made shall be in
writing and shall be effective, unless otherwise provided herein, when received
after delivery by (a) registered air mail, postage prepaid; (b) facsimile with
electronic confirmation of receipt; or (c) by express mail or a reputable
courier at the addresses set forth below or to any other address that a party
specifies in writing:
<PAGE> 17
If to MGI: MGI PHARMA, INC,
300E Opus Center
9900 Bren Road East
Minnetonka, MN 55343-9667
Attn: Lori-jean Gille, Vice
President,
General Counsel
Facsimile: (612) 935-0468

With copy to: Dorsey & Whitney LLP
Pillsbury Center South
220 South Sixth Street
Minneapolis, MN 55402
Attn: Karin A. Keitel
Facsimile: (612) 340-8827

If to ILEX: ILEX Oncology, Inc.
Suite 101
14785 Omicron Drive
San Antonio, Texas 78245-3217
Attn: Tim Williamson
Facsimile: (210) 677-6009

With Copy to: Fulbright & Jaworski
300 Convent Street
Suite 2200
San Antonio, Texas 78205
Attn: Kenneth J. Halliday
Facsimile: (210) 270-7205

13.6 Waiver. Either party's failure or delay in exercising any remedy for
default shall not be deemed a waiver of that or any subsequent default of that
provision or of any other provision hereof.

13.7 Counterparts. This Agreement shall be executed in two (2) or more
counterparts, each of which shall be deemed an original.

13.8 Governing Law. This Agreement shall be governed by, and interpreted and
construed in accordance with, the laws of the State of New York, excluding its
choice of law rules and provided, however, that the operation of the
arbitration agreement contained in Section 12.3 hereof, and the enforcement of
any award rendered pursuant thereto, shall be governed by United Stated federal
law to the exclusion of any state law.

13.9 Relationship. The parties are independent contractors and have only a
licensor-licensee relationship hereunder and shall not be deemed to have formed
any partnership, joint venture or other relationship. Neither party shall
make, or represent to any other person that it has the power or authority to
make, any financial or other commitment on behalf of the other party.
<PAGE> 18
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed as of the date first above written.

MGI PHARMA, INC. ILEX ONCOLOLGY, INC.

By: By: /s/ Richard L. Love
-------------------------------- --------------------------------
Its: Its: President and CEO

<PAGE> 1

EXHIBIT 23.1

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the use of our
report (and to all references to our firm) included in or made a part of this
Registration Statement. (R No. 333-17769)

ARTHUR ANDERSEN LLP

San Antonio, Texas
February 14, 1997