LICENSE AGREEMENT

Exhibit 10.33

LICENSE AGREEMENT

BETWEEN

THE WASHINGTON STATE UNIVERSITY RESEARCH FOUNDATION

AND

CYTOCLONAL PHARMACEUTICS INC.


This Agreement, effective the date of the last signature, is
made by and between the Washington State University Research Foundation, a
non-profit corporation duly organized and existing under the laws of the State
of Washington and having its principal office at NE 1615 Eastgate Boulevard,
Pullman, Washington 99163 (hereinafter WSURF), and Cytoclonal Pharmaceutics
Inc., a corporation duly organized under the laws of Delaware and having its
principal office at 9000 Harry Hines Boulevard, Dallas, TX 75235 (hereinafter
LICENSEE).


RECITALS


WHEREAS, WSURF is the owner of certain rights by assignment
from Washington State University relating to WSURF Case #307, generally referred
to as "Genes for Taxol Biosynthesis" and covered by "the Technology" as defined
below; and,

WHEREAS, LICENSEE acknowledges that the United States
Government has certain right in this invention under 37 CFR ss. 401 including a
non-exclusive, nontransferable, paid-up license heretofore granted by the WSURF.

WHEREAS, WSURF wishes to have these rights utilized in the
public interest and is willing to grant a license thereunder; and,

WHEREAS, LICENSEE wishes to obtain certain rights from WSURF
upon the terms and conditions set forth herein for the commercial development,
use and sale of the Technology so that public utilization shall result.

NOW THEREFORE, in consideration of the promises and the mutual
covenants contained herein, the parties agree as follows:
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ARTICLE I.
DEFINITIONS

For the purposes of the Agreement, the following words and phrases
shall have the following meanings:

1.1 "The Technology" shall include all of the following WSURF
intellectual property:

(a) All United States and foreign patents and/or patent applications
listed in Appendix A; and

(b) All United States and foreign patents issued or reissued from the
patent applications listed in Appendix A (or above) and from any
divisional and continuations or continuations-in-part of these
applications, or from any subject matter specifically described in
these applications.

1.2 "Prospective Technology" shall mean any and all prospective patent
filings for genes for enzymes and the associated gene products, including the
enzymes, in the biosynthetic pathway for Taxol only, as isolated and
characterized in the Washington State University laboratories of Dr. Rodney
Croteau; or prospective patent filings owned by WSURF made by others at WSU
using materials related to genes for enzymes and the associated gene products,
including the enzymes, in the biosynthetic pathways for Taxol only as obtained
from Dr. Rodney Croteau; but not any other Taxol-related technology from Dr.
Rodney Croteau or Washington State University. A partial list of genes whose
sequences are expected to be isolated by Dr. Rodney Croteau is included as
Appendix B.

1.3 "Licensed Product(s)" shall mean any product, apparatus, kit or
part thereof, or subject matter which:

(a) Is covered in whole or in part by an issued, unexpired, pending, or
prospective claim contained in the Technology in the country in which
any Licensed Product is made, used or sold;

(b) Is manufactured using a process which is covered in whole or in
part by an issued, unexpired, pending or prospective claim contained in
the Technology in the country in which any Licensed Process is made,
used, or sold.

1.4 "Licensed Process" shall mean any method, procedure, process or
other subject matter which is covered in whole or in party by an issued,
unexpired or pending claim contained in the Technology.

1.5 "Net Sales" shall mean the amount billed or invoiced by LICENSEE
for Licensed Product(s) or services performed using Licensed Process in the
Territory less the sum of the following:

(a) Discounts allowed in amounts customary in the trade; and,

(b) Sales, tariff duties and/or use taxes directly imposed and with
reference to particular sales; and,

(c) Amounts allowed or credited on returns.

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No deductions shall be made for commissions paid to individuals whether they be
with independent sales agencies or regularly employed by LICENSEE and on its
payroll, or for cost of collections.

1.6 "LICENSEE" shall include a related company of LICENSEE, the voting
stock of which is directly or indirectly at least fifty percent (50%) owned or
controlled by LICENSEE, an organization which directly or indirectly controls
more than fifty percent (50%) of the voting stock of LICENSEE and an
organization, the majority ownership of which is directly or indirectly common
to the ownership of LICENSEE.

1.7 "Field-of-Use" shall mean for any field-of-use, including but not
limited to, research, diagnostic and therapeutic uses of the Technology.

1.8 "Territory" shall mean the world.

1.9 "Sublicense" means any exchange for value, including but not
limited to cash, promissory notes, equity, upfront payments, milestone payments,
royalties, manufacturing contracts, distribution contracts, sponsored research
contracts, partnerships, or joint ventures, received or entered into by LICENSEE
with respect to any transfer of any right, whether present, future or
contingent, to make, manufacture, use, practice, distribute, or otherwise sell
any aspect of the Technology or Licensed Products and Licensed Processes to any
third party (hereinafter SUBLICENSEE), except that Sublicense fees shall not
include bona-fide payments by a SUBLICENSEE that represent the reimbursement of
research fees paid to third parties or other documented development costs.
LICENSEE shall provide to WSURF documentation of all such research expenses with
copies of each sublicense agreement and shall negotiate in good faith with WSURF
for a fair allocation of consideration in any such hybrid agreement.



ARTICLE II.
GRANT

2.1 WSURF grants to LICENSEE the exclusive right and license to make,
have made, use, lease and sell the Licensed Products and the Licensed Processes
in the Territory for the Field-of-Use until the expiration or termination of
this Agreement.

2.2 WSURF grants to LICENSEE the right to Sublicense rights to make,
have made, use, lease and sell the Licensed Products and the Licensed Processes
under provisions provided below.

2.3 WSURF grants to LICENSEE the Option (hereinafter Option) until July
1, 2006 (hereinafter Option Period) to license any Prospective Technology as
this is developed and disclosed from time to time at WSU. LICENSEE may exercise
this Option during the Option Period by paying the patent costs for any patent
filing for the Prospective Technology and executing a confirmatory license,
which confirmatory license shall then become an addendum to this Agreement. Upon
execution of the confirmatory license, the Prospective Technology shall become a
part of the Technology as defined in Section 1.1 of this Agreement. The Option
Period may be extended upon mutual agreement of the parties.

2.4 WSURF retains an irrevocable nonexclusive right to permit the use
of the Licensed Products and Licensed Processes by students and employees of
Washington State University exclusively for educational and research purposes to
the extent that the retention of this non-

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exclusive right is not otherwise inconsistent with rights granted to LICENSEE
under Article 15 of this License.

2.5 LICENSEE further agrees that it shall abide by all rights and
limitations of 35 USC Chapter 38, and implementing regulations thereof, for all
patent applications and patents invented in whole or in part with federal money.


ARTICLE III.
FEES AND ROYALTIES

3.1 For the rights, privileges and license granted hereunder, LICENSEE
shall pay fees and royalties to WSURF in the manner hereinafter provided to the
end of the term of this Agreement or until the Agreement is terminated:

(a) License Issue Fees of Seven Thousand Five Hundred Dollars
(US $7,500), and past Patent Costs of Two Thousand Sixty One Dollars
and Seventy-Seven Cents (US $2,061.77), which Fee and Costs shall be
deemed earned and due immediately upon the execution of this Agreement.
On the Effective Date, LICENSEE shall also further grant WSURF 36,000
warrants to purchase LICENSEE'S common stock at the price of four and
one quarter dollars ($4.25) per share, such warrants to be exercisable
in 12,000 share lots on each the third, fourth and fifth anniversary of
the Effective Date of this Agreement. LICENSEE agrees that any shares
obtained under said warrants shall be included under equal terms for
registration in any registration statement filed by LICENSEE and shall
be included on equal terms in any stock split or other changes to
LICENSEE'S capital structure.

(b) License Maintenance Fees of Seven Thousand Five Hundred
Dollars (US $7,500) per year due and payable on July 1, 1997 and on
July 1 of each year thereafter during the exclusive period of this
Agreement.

(c) Running Royalty in an amount equal to * of the Net Sales
of each gene included in any Licensed Products or Licensed Processes
used, leased or sold by or for LICENSEE or its SUBLICENSEES, except
that such Running Royalty shall not exceed * of the Net Sales of
Licensed Products or Licensed Processes incorporating the Technology.
Such Royalty shall be due and payable within sixty (60) days of June 30
and December 31 for royalties earned the preceding six (6) month
period.

(d) * of any license issue fees, milestone payments, license
maintenance fees, or any other consideration including equity and
interests in strategic partnerships received for the grant of a
Sublicense in accordance with Paragraph 2.2. LICENSEE may make any
commercially reasonable proposal regarding form of payment of the WSURF
share of these Sublicense issue fees, which proposal may include
equity, warrants or other forms of payment at LICENSEE'S sole
discretion, and WSURF'S consent to any commercially reasonable proposal
made by LICENSEE shall not be unreasonably withheld.

(e) LICENSEE shall also pay to WSURF a running royalty on Net
Sales of any and all Licensed Products or Licensed Processes by any and
all of LICENSEE'S permitted SUBLICENSEES occurring during the term of
the Agreement on the same terms and schedule as though the Net Sales by
SUBLICENSEES were made by LICENSEE.
- --------
* The information omitted is confidential and has been filed separately
with the Securities and Exchange Commission pursuant to Rule 406.

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LICENSEE may make a commercially reasonable proposal regarding
reduction of Sublicense royalty percentages based upon a showing of
commercial impracticability of the above rates, and WSURF may, at its
sole discretion and upon its express written approval, reduce the
royalty rate charged under any given Sublicense.

3.2 Royalties on sales in currencies other than U.S. Dollars shall be
calculated using the appropriate foreign exchange rate for such currency quoted
by the Wall Street Journal, on the close of business on the last banking day of
each calendar half year. Royalties and payments to WSURF shall be in U.S.
Dollars.



ARTICLE IV.
REPORT, PAYMENTS AND RECORDS

4.1 LICENSEE shall keep full, true and accurate books of account
containing all particulars that may be necessary for the WSURF or its agents for
the purpose of verifying LICENSEE'S royalty statement or compliance in other
respects with this Agreement.

4.2 Within sixty (60) days after June 30 and December 31 of each year,
LICENSEE shall deliver to WSURF true and accurate reports, giving such
particulars of the business conducted by LICENSEE and its SUBLICENSEES during
the preceding six (6) month period under this Agreement as shall be pertinent to
a royalty accounting hereunder. Such reports shall include at least the
following:

(a). number of Licensed Products manufactured and sold;

(b). accounting for all Licensed Processes used or sold;

(c). deductions applicable as provided in Paragraph 1.4 to determine
Net Sales thereof;

(d). total royalties due;

(e). names and addresses of all SUBLICENSEES of LICENSEE;

(f). status of agency approvals for new Licensed Products; and

(g). plans for increased sales or introduction of new Licensed
Products.

4.3 With each such report submitted, LICENSEE shall pay to WSURF the
royalties due and payable under this Agreement. If no royalties are due,
LICENSEE shall so report.

4.4 On or before the ninetieth (90th) day following the close of
LICENSEE'S fiscal year, LICENSEE shall provide WSURF with LICENSEE'S certified
financial statements for the preceding fiscal year including, at a minimum, a
Balance Sheet and Operating Expense Statement.

4.5 The royalty payments set forth in this Agreement shall, if overdue,
bear interest until payment at a per annum rate four percent (4%) above the
prime rate in effect in the Wall Street Journal on the due date. The payment of
such interest shall not foreclose WSURF from exercising any other rights it may
have as a consequence of the lateness of any payment.


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ARTICLE V.
DUE DILIGENCE

5.1 LICENSEE shall use its best efforts to bring one or more Licensed
Products or Licensed Processes to market through a thorough, vigorous and
diligent program.

5.2 On or before December 31, 1996, and on every December 31
thereafter, LICENSEE shall deliver to WSURF a development plan showing the
amount of money, number and kind of personnel, and time budgeted and planned for
each phase of development of the Licensed Products and Licensed Processes.

5.3 In addition, LICENSEE and/or any of LICENSEE'S permitted
SUBLICENSEES, shall use commercially reasonably best efforts to achieve the
following objectives within the specified time frames:

(a). Allot a minimum of $1,000,000 to be used solely for development of
the Technology within 2 years of the Effective Date;

(b). File an ANDA for the Licensed Products within thirty (30) Months
of the expiration of the Bristol-Myers/NCI CRADA in December 1997;

(c). Achieve commercial distribution and sale of a Licensed Product
within one (1) year after FDA approval of LICENSEE'S Taxol.

(d). LICENSEE, and/or any of LICENSEE'S permitted SUBLICENSEES, shall
use commercially reasonable best efforts to make annual minimum Net
Sales of Licensed Products and/or Licensed Processes according to the
following schedule:

Year Minimum Net Sales
---- -----------------

* *

Failure to meet these objectives within the specified time frame shall
constitute grounds for Notice of Breach by WSURF under Section 5.6 below.
Diligence obligations shall be tested beginning on the due date of the first
Annual Progress Report. In order to verify compliance, LICENSEE shall comply
with any reasonable request for further information by WSURF and shall permit an
implant inspection by WSURF or its designee beginning on the first anniversary
of the Effective Date, and thereafter permit in-plant inspections by WSURF at
regular intervals with at least twelve (12) months between each such inspection.

5.4 LICENSEE agrees that Licensed Products leased or sold in the United
states shall be manufactured substantially in the United States in accordance
with 35 USC ss. 204.

5.5 WSURF may deliver to LICENSEE a Request for Report, by notice,
whenever WSURF believes it has reasonable concern about basic diligence
obligations. LICENSEE shall
- --------
* The information omitted is confidential and has been filed separately
with the Securities and Exchange Commission pursuant to Rule 406.

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respond within forty-five (45) days to the Request for Report regarding LICENSEE
plans for using its commercially reasonable best efforts to develop Licensed
Products.

5.6 If LICENSEE fails to respond within forty-five (45) days to WSURF's
Request for Report, or if LICENSEE'S performance or reports otherwise fail in
WSURF'S good faith judgment to diligently pursue applications for the Technology
or for a particular Field of Use, WSURF may send LICENSEE a Notice of Breach.
The Notice of Breach shall specify where the report, plan, or performance has
fallen short of the commercially reasonable best efforts standard.

5.7 LICENSEE shall have forty-five (45) days from its receipt of the
Notice of Breach to present a commercially and scientifically reasonable plan
for cure, and shall thereafter diligently prosecute the plan to completion.
During the first year following the receipt of Notice of Breach LICENSEE shall
submit monthly reports to WSURF confirming the performance under the plan and
indicating any changes to the plan.

5.8 If LICENSEE fails to present a plan for cure following Notice of
Breach, or if LICENSEE fails to diligently prosecute the plan to completion,
WSURF shall have the right to terminate this license under Section 12.4 below.
Alternately, if LICENSEE upon receipt of a Notice of Breach is unable or
unwilling to serve or develop a particular Field-of-Use for the Licensed
Products or Licensed Processes, WSURF shall have the right to demand that
LICENSEE sublicense the Technology on commercially reasonable terms to any
commercially responsible Sublicensee, and LICENSEE shall promptly issue the
license, or shall permit WSURF to execute an exclusive license with a third
party for the particular Field-of-Use. If LICENSEE has developed a therapy or
diagnostic or research tool based on the Technology with applicability to a
particular Field-of-Use, or is diligently pursuing such a tool, LICENSEE shall
not be required to sublicense the Technology, nor shall LICENSEE have to permit
WSURF to license the Technology, for the development of a competing therapy,
diagnostic, or research tool.


ARTICLE VI.
PATENT PROSECUTION

6.1 WSURF shall apply for, seek prompt issuance of, and maintain during
the term of this Agreement the patent rights for the Technology and Prospective
Technology in the United States and the foreign countries listed in Appendix C.
Appendix C may be amended by the verbal agreement of both parties, such
agreement to be confirmed in writing within ten (10) days. The prosecution,
filing and maintenance of all patents and applications shall be the primary
responsibility of WSURF; provided, however, that LICENSEE shall have Reasonable
Opportunity to advise WSURF and shall cooperate with WSURF in such prosecution,
filing and maintenance. Reasonable Opportunity means that WSURF shall provide
LICENSEE with copies of all correspondence regarding any patent application for
the Technology, including but not limited to, any filing, notice, restriction
requirement, office action, response to office action, request for terminal
disclaimer, and request for reissue or reexamination of any patent or patent
application under the Technology.

6.2 Payment of all fees and costs relating to the filing, prosecution
and maintenance of patents shall be the responsibility of LICENSEE, whether such
fees and costs were incurred before or after the Effective Date of this
Agreement. Payment of all fees and costs relating to the filing, prosecution and
maintenance of patents shall be made promptly and in no case later than thirty
(30) days from date of invoice.


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6.3 If LICENSEE elects to no longer pay the expenses of a patent
application or patent included within the Technology or Prospective Technology,
LICENSEE shall notify WSURF not less than sixty (60) days prior to such action
and shall thereby surrender its rights under such patent or patent application.

6.4 Payment of fees and costs relating to the filing, prosecution and
maintenance of patents shall not constitute due diligence.

6.5 WSURF shall employ its best efforts not to allow any of the
Technology under which LICENSEE is licensed, and for which LICENSEE is
underwriting the filing, prosecution and maintenance costs thereof, to lapse or
become abandoned without LICENSEE'S authorization and/or reasonable notice to
LICENSEE. WSURF shall notify LICENSEE sixty (60) days prior to any proposed
intentional abandonment of any rights in any territory. Within thirty (30) days
after receipt of the notice LICENSEE shall, in writing, either (a) concur with
abandonment or (b) elect to resume responsibility for the prosecution and
maintenance of all the Technology that WSURF proposes to abandon.

ARTICLE VII.
INFRINGEMENT

7.1 LICENSEE shall inform WSURF promptly in writing of any alleged
infringement or declaratory judgment action alleging invalidity or
non-infringement of patents licensed under this Agreement by third parties and
provide any evidence thereof.

7.2 During the term of this Agreement, LICENSEE shall have the first
right, but shall not be obligated, to prosecute at its own expense and with
attorneys of its choice, all infringements of patents licensed under this
Agreement. For such purposes, WSURF agrees to be joined as party plaintiff. No
settlement, consent judgment or other voluntary final disposition of the suit
may be entered into without the consent of WSURF, which consent shall not be
unreasonably withheld. LICENSEE shall indemnify WSURF against any order for
costs or damages that may be made against WSURF in such proceedings.

7.3 In the event that LICENSEE shall undertake the enforcement and/or
defense of the patents by litigation, LICENSEE may withhold up to fifty percent
(50%) of the royalties otherwise thereafter due WSURF hereunder and apply the
same toward reimbursement of up to half of LICENSEE'S expenses, including
reasonable attorneys' fees, in connection therewith. Any recovery of damages by
LICENSEE for any such suit shall be applied first in satisfaction of any
unreimbursed expenses and legal fees of LICENSEE relating to the suit, and next
toward reimbursement of WSURF for any royalties past due or withheld and applied
pursuant to this Article VII. The balance remaining from any such recovery shall
be divided equally between LICENSEE and WSURF.

7.4 In the event that a declaratory judgment action alleging invalidity
or noninfringement of Patents shall be brought against LICENSEE or LICENSEE
chooses not to prosecute an infringement action, WSURF shall, at its option,
have the right, within thirty (30) days after commencement of such action or
notification by LICENSEE, to intervene and take over the sole defense of the
action at its own expense. Any recovery of damages by WSURF for any such suit
shall be applied first in satisfaction of any unreimbursed expenses and legal
fees of WSURF relating to the suit, and next toward reimbursement of LICENSEE
for any direct legal fees and reasonable expenses relating to the suit. The
balance remaining from any such recovery shall be retained solely by WSURF.

8





7.5 In any infringement suit that either party may institute to enforce
the Patents pursuant to this Agreement, the other party hereto shall, at the
request and expense of the party initiating such suit, cooperate in all respects
and, to the extent possible, have its employees testify when requested and make
available relevant records, papers, information, samples, specimens, and the
like.

7.6 The party controlling the infringement suit shall, during the
period of the Agreement, have the sole right in accordance with the terms and
conditions herein to sublicense (or in the case of WSURF, to license) any
alleged infringer for future use of the Patents.


ARTICLE VIII.
PRODUCT LIABILITY


8.1 LICENSEE shall at all times during the term of this Agreement and
thereafter, indemnify, defend and hold harmless WSURF's trustees, officers,
employees and affiliates against all claims and expenses, including legal
expenses and reasonable attrorneys' fees, arising out of the death of or injury
to any person or persons or out of any damage to property and against any other
claim, proceeding, demand, expense and liability of any kind whatsoever
resulting from the production, manufacture, sale, use, lease, consumption or
advertisement of the Licensed Products and/or Licensed Processes or arising from
any obligation of LICENSEE hereunder.

8.2 LICENSEE shall obtain and carry in full force and effect liability
insurance which shall protect LICENSEE and WSURF in regard to events covered by
Paragraph 8.1 above.

8.3 EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT, WSURF
MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES OF ANY KIND, EITHER EXPRESS
OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS
FOR A PARTICULAR PURPOSE, AND VALIDITY OF PATENT RIGHT CLAIMS, ISSUER OR
PENDING.


ARTICLE IX.
EXPORT CONTROLS


It is understood that WSURF is subject to the United States laws and
regulations controlling the export of technical data, computer software,
laboratory prototypes and other commodities (including the Arms Export Control
Act, as amended, and the Export Administration Act of 1979), and that the
obligations hereunder are contingent on compliance with applicable United States
export laws and regulations. The transfer of certain technical data and
commodities may require a license from the cognizant agency of the United States
Government and/or written assurances by LICENSEE that LICENSEE shall not export
data or commodities to certain foreign countries without prior approval of such
agency. WSURF neither represents that a license shall not be required nor that,
if required, it shall be issued.


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ARTICLE X.
USE OF NAMES AND SYMBOLS

LICENSEE shall not use the names of the Washington State University,
Washington State University Research Foundation, nor of any of its employees,
nor any adaptation or symbol thereof, in any advertising promotional or sales
literature without prior written permission from WSURF in each case, except that
LICENSEE may state that it is licensed by WSURF under one or more agreements.


ARTICLE XI.
ASSIGNMENTS

LICENSEE may not sell, assign or transfer this Agreement except with
prior written permission of WSURF, which consent shall not be unreasonably
withheld.


ARTICLE XII.
TERM AND TERMINATION

12.1 This Agreement shall be in full force and effect from the
Effective Date until the last to expire of the patents licensed under the
Technology or Prospective Technology.

12.2 If LICENSEE shall cease to carry on its business for any reason,
this Agreement shall terminate immediately upon written notice by WSURF.

12.3 LICENSEE may terminate this Agreement by providing written notice
to WSURF ninety (90) days prior to the effective date of termination selected by
LICENSEE and upon payment of all amounts including interest due WSURF through
the effective date of the termination.

12.4 WSURF may terminate this Agreement by ninety (90) days written
notice if LICENSEE:

(a). Is in forty-five (45) days default in payment of fees and/or
royalties or providing of reports; or,

(b). Is in breach of any provision hereof; or,

(c). Provides any materially false report;

(d). Institutes bankruptcy, insolvency, liquidation or receivership
proceeding or proceedings for reorganization under bankruptcy
law or has a petition for bankruptcy filed against it or makes
a general assignment for the benefit of creditors; and

LICENSEE fails to remedy any such default, breach, or false report within
forty-five (45) days after written notice thereof by WSURF.

12.5 Upon termination of this Agreement for any reason, nothing herein
shall be construed to release either party from any obligation that matured
prior to the effective date of such termination. LICENSEE and any SUBLICENSEE
thereof may, however, after the effective date of such termination, sell all
Licensed Products, and complete Licensed Products in the process of

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manufacture at the time of such termination and sell the same, provided that
LICENSEE shall pay to WSURF the royalties thereon as required by this Agreement
and shall submit the reports required on such sales of Licensed Products.

12.6 Upon termination of this Agreement for any reason, any SUBLICENSEE
not then in default shall have the right to seek a license from WSURF.

12.7 Surviving any termination are:

(a). LICENSEE'S obligation to pay any royalties and fees accrued or
accruable;

(b). Any cause of action or claim of LICENSEE or WSURF, accrued or
to accrue, because of any breach or default by the other
party;

(c). The provisions of Articles IV, VII, VIII and IX.


ARTICLE XIII.
PAYMENTS, NOTICES AND OTHER COMMUNICATIONS

Any payment, notice or other communication pursuant to the Agreement
shall be sufficiently made or given on the date of mailing if sent to such party
by certified first class mail, postage prepaid, addressed to the other party as
below:

If to WSURF: Washington State University
Research Foundation
NE 1615 Eastgate Boulevard
Pullman, WA 99163
Attn.: President

If to LICENSEE: Cytoclonal Pharmaceutics Inc.
9000 Harry Hines Boulevard
Dallas, TX 75235
Attn.: President




ARTICLE XIV.
SUBLICENSING

LICENSEE shall provide to WSURF written notification of any
Sublicense it may grant under Paragraph 2.2. LICENSEE agrees to provide such
written notification indicating the effective date of execution, effective term
and upfront payments, within thirty (30) days of execution of such Sublicense.




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ARTICLE XV.
CONFIDENTIALITY

15.1 Except to the extent expressly authorized in this Agreement,
LICENSEE and WSURF agree that, for the term of this Agreement and for five (5)
years thereafter, the receiving party of materials marked confidential by the
providing party, shall keep those materials completely confidential and shall
not publish or otherwise disclose such information and shall not use it except
to the extent that it can be established by the receiving party by competent
proof that such information:

(a). Is now or hereafter becomes public knowledge through no fault
of the other party;

(b). Was in the receiving party's possession prior to Effective
Date;

(c). Was received from a third party source independent of and
without obligation to the sending party.

15.2 Each party may disclose the other's information to the extent such
disclosure is reasonably necessary in filing and prosecuting patent
applications, prosecuting or defending litigation, complying with applicable
governmental regulations or conducting clinical trials.

15.3 If materials are transferred to any third party which relate to
any genes for enzymes and the associated gene products, including the enzymes,
in the biosynthetic pathway for Taxol as isolated and characterized in the
Washington State University laboratories of Dr. Rodney Croteau or using related
materials from his laboratory, and the related materials are not otherwise
covered by patent filings, WSURF shall obtain a valid and executed materials
transfer agreement before transferring the materials to the third party.

15.4 The freedom of Washington State University faculty members to
publish shall not be inhibited by LICENSEE. However, in order to protect any
material of proprietary nature, WSURF shall provide LICENSEE with a copy of any
proposed publication relating to the Technology at least forty-five (45) days
prior to submission for publication. At Washington State University's
discretion, the proposed publication may be delayed for forty-five (45) days
beyond the end of Company's forty-five (45) day review period, with possible
extensions at the discretion of Washington State University. Company agrees to
provide WSURF with an explanation for any request to delay and shall give its
reasons for such delay in writing not later than the end of its forty-five (45)
day review period.

ARTICLE XVI.
MISCELLANEOUS

16.1 None of the terms, covenants and conditions of this Agreement may
be waived except by the written consent of the party waiving compliance.

16.2 This Agreement shall be construed, interpreted and applied in
accordance with the laws of the State of Washington.

16.3 The provisions of this Agreement are severable, and in the event
that any provisions of this Agreement shall be determined to be invalid or
unenforceable under any controlling body of the law, such invalidity or
unenforceability shall not in any way affect the validity or enforceability of
the remaining provisions hereof.

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16.4 LICENSEE and/or SUBLICENSEES agree to mark the Licensed Products
sold in the United States with all applicable United States patent numbers. All
Licensed Products shipped to or sold in other countries shall be marked in such
manner as to conform with the patent laws and practice of the country of
manufacture or sale.

16.5 The failure of either party to assert a right hereunder or to
insist upon compliance with any term or condition of this Agreement shall not
constitute a waiver of that right or excuse a similar subsequent failure to
perform any such term or condition by the other party.

This Agreement embodies the entire understanding between the
parties and shall supersede all previous communications, representations, or
understandings, either oral or written, relating to the subject matter hereof.

IN WITNESS WHEREOF, the parties have duly executed this
Agreement the day and year set forth below:


THE WASHINGTON STATE UNIVERSITY CYTOCLONAL PHARMACEUTICS INC.
RESEARCH FOUNDATION



By: /s/ William R. Rayburn By: /s/ Arthur P. Bollon
----------------------------- -----------------------

Name: William R. Rayburn Name: Arthur P. Bollon
--------------------------- ---------------------

Title: Interim President Title: President & CEO
-------------------------- --------------------

Date: July 2, 1996 Date: July 8, 1996
--------------------------- ---------------------


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Summary Table