EXCLUSIVE LICENSE AGREEMENT

Exhibit 10.2

EXCLUSIVE LICENSE AGREEMENT

     This Exclusive License Agreement (this “Agreement” ) is entered into as of June 30, 2006 (the “Effective Date” ) by and between Sytera, Inc. , a Delaware corporation (the “Licensor” ), and Sytera II, Inc. , a Delaware corporation (the “Licensee” ).

RECITALS

      Whereas, Licensor currently owns certain patents, patent applications and technology relating to the application of Fenretinide (as defined below) in the Field (as defined below);

      Whereas, pursuant to the terms and conditions set forth in this Agreement, Licensor desires to grant to Licensee, and Licensee desires to receive from Licensor, an exclusive worldwide license to such patents, patent applications and technology in exchange for shares of Licensee Common Stock (as defined below) representing all of the outstanding capital stock of Licensee; and

      Whereas, insofar as the License (as defined below) is being granted pursuant to a plan in exchange for all of the outstanding capital stock of Licensee, the parties hereto intend the transactions contemplated by this Agreement to qualify as a tax-free transfer under Section 351 of the Code (as defined below).

      Now, Therefore, in consideration of the mutual covenants and agreements set forth below, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

AGREEMENT

1. Definitions. As used in this Agreement:

      1.1 “Code” means the Internal Revenue Code of 1986, as amended, and the rules and regulations promulgated thereunder.

      1.2 “Fenretinide” means 4-hydroxyphenyl retinamide and its active metabolite, 4-methoxyphenyl retinamide.

      1.3 “Field” means the treatment or prevention of diabetes.

      1.4 “Improvement” means any innovation, improvement or variation (whether or not patentable), which may be developed or otherwise acquired, during the term of this Agreement, in respect of the Licensed Products and the Licensed Processes, including, without limitation, any and all compounds that modulate serum retinol.

      1.5 “License” means the exclusive license granted to Licensee in Section 2.1.

      1.6 “Licensee Common Stock” means the Common Stock, par value $0.001 per share, of Licensee.

      1.7 “Licensed Patents” means: (i) the patents and patent applications listed in Exhibit A ; (ii) all patents issuing or claiming priority from any of the patents and patent applications listed in Exhibit A including continuations, continuations-in-part, divisionals, reexaminations, reissues, and extensions thereof, and foreign counterparts, and substitutions of the patents and patent applications listed in Exhibit A whether or not such patent applications or patents exist as of the Effective Date; and (iii) all patents based on Licensor Improvements (as defined in Section 3.3).

      1.8 “Licensed Processes” means any process relating to the Field that: (i) would infringe one or more claims of a Licensed Patent but for the License; or (ii) that uses the Licensed Technology or Licensor Improvements.

      1.9 “Licensed Products” means any product, or component thereof, relating to the Field that: (i) would infringe one or more claims of a Licensed Patent but for the License; or (ii) is manufactured using the Licensed Technology or Licensor Improvements (as defined in Section 3.3).

      1.10 “Licensed Technology” means any data or information of a technical nature, currently owned by Licensor or developed or otherwise acquired by Licensor during the term of this Agreement, including, without limitation, any and all ideas, gene sequences, cell lines, samples, media, chemical compounds, assays, biological materials, techniques, sketches, drawings, works of authorship, models, inventions, know-how, processes, apparatuses, equipment, algorithms, software programs, software source documents and formulae, relating to the Field and necessary or useful for the manufacture or sale of the Licensed Products or use of Licenses Processes.

2. Closing.

      2.1 License Grant; Issuance of Licensee Shares. Subject to the terms and conditions of this Agreement: (i) at and effective as of the Closing (as defined below), Licensor hereby grants to Licensee an exclusive, worldwide, perpetual, irrevocable license, with the full right to sublicense to one or more tiers of sublicensees, under the Licensed Patents and the Licensed Technology, to make, have made, use, sell, offer to sell and import the Licensed Products within the Field and to practice the Licensed Processes within the Field; and (ii) at the Closing, Licensee shall issue to Licensor, as consideration for the exclusive license granted pursuant to the foregoing clause “(i)” of this Section 2.1 (the “License” ), an aggregate of 8,430,594 shares of Licensee Common Stock (the “Shares” ). Licensor expressly reserves all rights in the Licensed Patents, Licensed Processes and Licensed Technology in fields other than the Field.

      2.2 Closing. The closing of the transactions contemplated by this Agreement (the “Closing” ) shall occur at 11:00 a.m. Pacific Time on the Effective Date, at the offices of Paul, Hastings, Janofsky & Walker LLP, 3579 Valley Centre Drive, San Diego, CA 92130, or at such other time or place as the parties may mutually agree. At the Closing: (i) the License shall automatically, and without any further action by the parties hereto, become effective; and (ii) Licensee shall issue and deliver to Licensor one or more stock certificate(s) evidencing the Licensee Shares.

      2.3 Delivery of Ancillary Materials. At or promptly following the Closing, Licensor will transfer to Licensee copies of all documents, materials, and information relating to the Licensed Patents and Licensed Technology. Upon Licensee’s request, Licensor agrees to provide to Licensee, at Licensee’s expense, on mutually convenient dates, all reasonable assistance necessary for Licensee to understand and utilize the Licensed Patents and Licensed Technology within the Field.

      2.4 Federal Income Tax Treatment. The parties intend that the transactions contemplated by this Agreement shall be treated as a tax-free transfer under Section 351 of the Code. All provisions of this Agreement shall be interpreted and construed so as to effectuate such treatment, and the parties shall take appropriate action to ensure and report such treatment.

3. Additional Terms of License.

      3.1 Term of License. The License will remain in effect in perpetuity.

      3.2 Restrictions on Licensor. Given that the License is being granted on an exclusive basis, at all times during the term of the License specified in Section 3.1, Licensor agrees not to make, have made, use, sell, offer to sell, or import any Licensed Product within the Field or to practice the Licensed Processes within the Field, and not to grant to any third party any rights of any kind concerning the Licensed Patents or the Licensed Technologies for the use, manufacture, sale, or importation of the Licensed Products within the Field or to practice the Licensed Processes within the Field. Notwithstanding the foregoing, the License includes the right, and Licensee shall be entitled at all times during the term of the License specified in Section 3.1, to have any third party make, use, sell, offer to sell or import the Licensed Products or to practice the Licensed Processes within the Field for or on behalf of Licensee.

      3.3 Improvements. As between Licensor and Licensee, Licensor will exclusively own all Improvements conceived, made, reduced to practice, invented, developed or acquired by or for Licensor ( “Licensor Improvements” ), and Licensee will exclusively own all Improvements conceived, made, reduced to practice, invented, developed or acquired by or for Licensee; provided, however, that Licensor will promptly notify Licensee of the development of any Licensor Improvements, and such Licensor Improvements shall be deemed automatically licensed to Licensee pursuant to Section 2.1.

      3.4 Prosecution of Licensed Patents.

           (a) Except as provided below in Section 3.4(b), Licensor shall be responsible, at its sole discretion and expense, for: (i) preparing, filing, prosecuting, and maintaining all Licensed Patents in such jurisdiction; and (ii) conducting any interference, re-examination, reissue and opposition proceedings relating to the Licensed Patents in such jurisdiction (collectively, “Prosecution” ). In connection with the foregoing: (x) Licensor shall regularly consult with Licensee, use reasonable efforts to accommodate comments from Licensee, and keep Licensee advised of the status of the Licensed Patents; and (y) Licensor shall provide to Licensee, for Licensee’s review and comments, copies of all material correspondence to and from the patent offices examining such Licensed Patents, including restriction requirements, office actions, proposed amendments and responses, and notices of allowance.

           (b) Notwithstanding Section 3.4(a), Licensee will have the right to file, at Licensee’s expense, one or more divisional, continuation, or continuation-in-part applications claiming priority to any of the Licensed Patents and which include only those claims directed primarily t