LICENSE AGREEMENT

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     Confidential Materials omitted and filed separately with the Securities and
Exchange Commission. Asterisks denote omissions.

                                                                Exhibit 10.3.2.2


                                LICENSE AGREEMENT

     Effective May 31, 2001 (the "Effective Date"), Research Corporation
Technologies, Inc., a Delaware nonprofit corporation, with offices at 101 N.
Wilmot Road, Suite 600, Tucson, AZ USA 85711-3365, ("RCT"), and BioVex Ltd., a
corporation organized under the laws of the United Kingdom, with offices at The
Windeyer Institute, 46 Cleveland Street, London WIT 4JF, England ("Licensee"),
agree as follows (fully-capitalized terms are defined in ARTICLE VIII):

                                     ARTICLE I
                                     LICENSE

     SECTION 1.1 Grant of License. RCT hereby grants to Licensee, and Licensee
hereby accepts from RCT, a non-exclusive license under the LICENSED PATENTS to
make and have made, to USE, to SELL, to offer to SELL, and to import LICENSED
PRODUCTS in the LICENSED TERRITORY for any use free from suit by RCT for
infringement of the PATENT CLAIMS in the LICENSED TERRITORY. No license or
rights are granted or implied under any patent application or patent not a
LICENSED PATENT. The foregoing license does not in any way include the license
or right to SELL or offer to SELL (or export out of the LICENSED TERRITORY): (a)
any PROTEIN PRODUCT; or (b) any GENE, GENE construct, or any cell transfected
with a GENE that is intended for use in the in vivo production of protein in any
non-human animal, or the production of a PROTEIN PRODUCT. Licensee covenants
that its activities under this Agreement shall be so limited. Licensee shall
have neither the right nor the power to grant sublicenses except as provided in
SECTION 1.2 below.

     SECTION 1.2 Extensions to AFFILIATES.

          Subsection 1.2.1. Grant of Right. RCT hereby grants to Licensee the
right to extend to Licensee's AFFILIATES the license granted under SECTION 1.1
of this Agreement but with no right to further extend the license granted
thereunder. Licensee shall notify RCT in writing before any extension to an
AFFILIATE is made. If an AFFILIATE ceases to be an AFFILIATE, any license
extended to such AFFILIATE under this SECTION 1.2 shall terminate concurrently
with such AFFILIATE's ceasing to be an AFFILIATE.

          Subsection 1.2.2. Licensee Responsible for Performance. Licensee shall
be responsible for the performance of its AFFILIATES to which it extends this
license. For assessing, reporting and paying earned royalties under this
Agreement, the manufacture, SALE, USE or importation of LICENSED PRODUCTS by
Licensee's AFFILIATES shall be considered the manufacture, SALE, USE, or
importation of such LICENSED PRODUCTS by Licensee. Each AFFILIATE may make the
pertinent reports and royalty payments specified in ARTICLE II ("Financial
Terms") directly to RCT on behalf of Licensee if Licensee provides RCT prior
written notice. Otherwise, Licensee shall make such payments and reports
separately showing the AFFILIATE's USE, SALE, and importation of LICENSED
PRODUCTS.

     SECTION 1.3 RCT's Obligations to Offer Licenses. Licensee may desire to
have LICENSED PRODUCTS, that have been introduced into human beings in the
course of clinical trials conducted under the sponsorship or direction of
Licensee, marketed and SOLD by a commercial partner, co-promoter or developer (a
"Qualified License Prospect"). From time to

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time, Licensee may provide to RCT a written request that RCT grant a license
under the LICENSED PATENTS to such Qualified License Prospect. Promptly after
receiving each such written request, RCT shall offer to the pertinent Qualified
License Prospect a license under the LICENSED PATENTS at the then-prevailing
terms offered by RCT to others for such a license. RCT shall negotiate each such
license in good faith but shall not have any obligation to enter into such
license if RCT and the pertinent Qualified License Prospect are unable to agree
upon the terms of such license.

      SECTION 1.4 No Further Rights. Except as expressly provided in this ARTICLE
I, no further or different license, option, or right is granted or implied.

                                   ARTICLE II
                                 FINANCIAL TERMS

     SECTION 2.1 License Fees. Licensee shall pay to RCT a non-refundable,
non-creditable license issue fee of US$[**] upon execution and delivery of this
Agreement. In addition to the foregoing, Licensee shall pay to RCT a
non-refundable, non-creditable milestone fee of $[**] on or before the date
thirty days after the first SALE of a each type of LICENSED PRODUCT. For
purposes of the foregoing, a LICENSED PRODUCT shall be deemed to be a different
"type" of LICENSED PRODUCT if a separate Investigational New Drug Application
("IND") is required to be filed with the U.S. Food and Drug Administration in
accordance with 21 CFR Part 312 to conduct clinical trials for such LICENSED
PRODUCT in the United States.

     SECTION 2.2 Earned Royalties.

          Subsection 2.2.1. Earned Royalty Amount. Licensee shall pay to RCT an
earned royalty equal to [**]% of the NET SALES VALUE of each LICENSED PRODUCT in
FINAL PRODUCT FORM SOLD, or imported into the LICENSED TERRITORY, by or for
Licensee or its AFFILIATES during the term of this Agreement, including without
limitation each LICENSED PRODUCT in FINAL PRODUCT FORM made or imported during
the term of this Agreement but SOLD after the termination of this Agreement. If
A LICENSED PRODUCT is SOLD in BULK PRODUCT FORM, Licensee shall pay to RCT an
earned royalty equal to [**]% of the NET SALES VALUE of each LICENSED PRODUCT in
BULK PRODUCT FORM SOLD, or imported into the LICENSED TERRITORY, by or for
Licensee or its AFFILIATES during the term of this Agreement, including without
limitation each LICENSED PRODUCT in BULK PRODUCT FORM made or imported during
the term of this Agreement but SOLD after the termination of this Agreement.

          Subsection 2.2.2. Taxes. Licensee shall bear all taxes and charges
assessed or imposed by a governmental authority, including withholding taxes
imposed on payments under this Agreement (collectively, "Non-deductible Taxes").
However, Licensee shall have no accountability for any income tax imposed on RCT
by the United States (or other country) or a political or governmental
subdivision thereof, or for any maintenance fees or annuity payments for keeping
any LICENSED PATENT in force. In addition, Licensee may, in determining NET
SALES VALUE, deduct taxes or duties imposed on SALES of LICENSED PRODUCT and
expressly permitted as deductions under this Agreement. All payments hereunder
shall be made undiminished by any Non-deductible Tax. Licensee shall cooperate
with and assist RCT in

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obtaining any exemption from Non-deductible Taxes imposed by any government (or
instrumentality) on royalty payments made by Licensee to RCT. If such an
exemption is not available, the earned royalty rate provided above shall be
increased an amount such that the amount actually remitted to RCT after Licensee
withholds any Non-deductible Taxes is no less than the above percentage of the
NET SALES VALUE of such LICENSED PRODUCTS. If the earned royalty rate is grossed
up in the foregoing manner, Licensee may retain any refund of Non-deductible
Taxes and RCT shall reasonably cooperate with Licensee in obtaining, through
ordinary administrative procedures, such refund without out-of-pocket expense to
RCT.

          Subsection 2.2.3. One Royalty. Only one earned royalty will accrue and
be paid on a given unit of LICENSED PRODUCT, even if such LICENSED PRODUCT is
SOLD or transferred between RELATED PARTIES for subsequent USE or RESALE, or if
the manufacture of such LICENSED PRODUCT in one country is covered by the
LICENSED PATENTS and the SALE or importation in another country is covered by
the LICENSED PATENTS.

          Subsection 2.2.4. Transactions with Other Licensees. If Licensee or
its AFFILIATE SELLS a LICENSED PRODUCT to a third party which RCT has licensed
under the LICENSED PATENTS, the earned royalty shall be payable under the
third-party license upon the USE, SALE, or importation of such LICENSED PRODUCT
by such third party and not by Licensee under this Agreement. If a third party
which RCT has licensed under the LICENSED PATENTS SELLS LICENSED PRODUCT to
Licensee or its AFFILIATE, the earned royalty shall be payable under this
Agreement upon the USE, SALE, or importation of such LICENSED PRODUCT by
Licensee, and not by such third party.

          Subsection 2.2.5. Credit for Third-Party Royalties.

               (a) OPTION TO ELECT CREDIT. Anytime after June 30, 2003, License
          shall have the option of taking the credit provided in this Subsection
          2.2.5 for calendar quarters ending after the date on which Licensee
          elects such option. Licensee shall make such election by providing RCT
          written notice of its election and concurrently paying to RCT a
          non-refundable, non-creditable election fee of $[**]. Along with such
          written notice, Licensee shall present evidence reasonably acceptable
          to RCT showing that:

               (i) the commercialization of LICENSED PRODUCTS by Licensee or its
          AFFILIATE is technically or economically viable (as reasonably
          determined by Licensee) only if or its AFFILIATE practices an
          invention claimed by a valid claim of a BLOCKING PATENT in a country
          in the LICENSED TERRITORY. The written notice shall include a copy of
          the BLOCKING PATENT; and

               (ii) neither Licensee nor its AFFILIATE has any reasonable
          alternative to obtaining a license under such BLOCKING PATENT under
          which Licensee or its AFFILIATE must pay royalties for the SALE of
          LICENSED PRODUCTS in the LICENSED TERRITORY ("Third-Party Royalties");


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Licensee or its AFFILIATE shall be entitled to credit against any earned royalty
payable to RCT for a particular calendar quarter for the SALE of any such
LICENSED PRODUCT [**]% of the Third-Party Royalties actually paid in the same
calendar quarter for the same LICENSED PRODUCT. The Third-Party Royalties paid
for the SALE of LICENSED PRODUCTS in a particular country may only be credited
against royalties payable to RCT for the SALE of LICENSED PRODUCTS in the same
country. In any event, the credit provided by this Subsection 2.2.5 shall not
reduce the earned royalty payable to RCT below [**]% of the NET SALES VALUE of
such LICENSED PRODUCT.

               (b) PROCEDURE. On or before the date sixty days after ACT's
          receipt of a copy of the patent that Licensee asserts is a BLOCKING
          PATENT, RCT shall determine whether such patent is indeed a BLOCKING
          PATENT and communicate its conclusion to Licensee. If RCT fails to
          timely communicate its conclusion, RCT shall be deemed to have agreed
          that such patent constitutes a BLOCKING PATENT. If RCT determines that
          such patent is not a BLOCKING PATENT, RCT shall communicate its
          analysis supporting its assertion that such patent is not a BLOCKING
          PATENT. If RCT and Licensee are unable to agree upon the appropriate
          treatment of such patent on or before the date ninety days after RCT
          communicates its analysis to Licensee, RCT and Licensee shall submit
          the matter to the dispute resolution procedures in accordance with
          Subsection 7.4.2 below.

     SECTION 2.3 Periodic Reports and Payments.

          Subsection 2.3.1. Frequency of Reports. On or before each January 30
occurring before the first SALE of a LICENSED PRODUCT under this Agreement,
Licensee shall deliver to RCT a true and accurate report showing the items
specified in Subsection 2.3.2 below as they pertain to the calendar year just
ended. On or before the first January 30, April 30, July 30 or October 30
immediately following the first SALE of a LICENSED PRODUCT under this Agreement
and on or before each January 30, April 30, July 30 and October 30 thereafter
during the term of this Agreement,, Licensee shall deliver to RCT a true and
complete written report, showing the items specified in Subsection 2.3.2 below
as they pertain to the calendar quarter just ended. A responsible financial
officer of Licensee (or that officer's responsible designee), Licensee's
independent accounting firm, or the head of Licensee's internal audit committee
shall certify in writing that each such report is correct and complete.
Licensee's payment of the earned royalties due in respect of the SALE or
importation of LICENSED PRODUCTS by Licensee and its AFFILIATES in the calendar
quarter covered by the written report shall accompany the report. If no earned
royalties are due, Licensee shall so report. Licensee shall pay all amounts due
to RCT under this Agreement in United States currency collectible at par
(without deduction of exchange, collection or other charges) by wire transfer
to: RESEARCH CORPORATION TECHNOLOGIES, INC., Wells Fargo Bank, NA., Tucson Main
Office, 150 N. Stone Ave., P.O. Box 1871, Tucson, AZ 85702, ABA & Transit No.
121000248, Acct. 4159-527159--RCT CHECKING; or to the account of RCT at such
other bank as RCT may from time to time designate in writing. Licensee shall pay
the cost of any wire transfer fees. If the amount is less than $100,000,
Licensee may elect to pay by company check, instead of wire transfer, at the
address shown in SECTION 7.2. On or before the date ninety days after the end of
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quarter in which this Agreement is terminated, Licensee shall provide to RCT a
written report that complies in all respects with this SECTION. Licensee shall
require each AFFILIATE to make appropriate reports to Licensee or RCT to enable
Licensee to comply with this SECTION. Failure to satisfy the foregoing shall be
a material default under this Agreement.

          Subsection 2.3.2. Content of Quarterly Reports. Each report delivered
under Subsection 2.3.1 above shall provide the following information as it
pertains to the preceding calendar quarter just ended:

               (a) the quantities of LICENSED PRODUCTS billed for any SALE
          thereof by Licensee and its AFFILIATES during the previous calendar
          quarter in each country in which such billing occurred (separately
          stated for each entity and each country);

               (b) the United States dollar value of the billings on such
          quantities in (a) above;

               (c) the computation of the NET SALES VALUE based on the dollar
          value determined in (b) above including a detailed accounting of any
           allowed deductions from the invoice amounts to arrive at the NET SALES
          VALUE;

               (d) the computation of earned royalties based on the NET SALES
          VALUE computed under Paragraph (c) above;

               (e) the quantities of such LICENSED PRODUCTS transferred between
          RELATED PARTIES or USED by RELATED PARTIES; and

               (f) the computation of earned royalties thereon.

     SECTION 2.4 Books and Records. Licensee shall keep complete and accurate
books and reasonable supporting documentation to determine the accuracy of the
items reported under SECTION 2.3 and Licensee's compliance in other respects
with this Agreement. Licensee shall keep such books and documentation at its
principal place of business for three years following the end of the calendar
year to which they pertain (and access shall not be denied thereafter if
reasonably available). RCT may retain an independent certified public accountant
(the "CPA"), reasonably acceptable to Licensee, to inspect, during reasonable
business hours and not more than once per calendar year, and copy such books and
documentation to verify Licensee's earned royalty statements or Licensee's
compliance in other respects with this Agreement. The CPA will enter into a
confidentiality agreement with Licensee regarding the information obtained in
connection with such inspection, it being understood however that disclosure of
such information to RCT shall be expressly permitted thereunder. RCT shall
provide Licensee with thirty days' written notice before any such inspection is
conducted. If any such inspection discloses an underpayment of earned royalties
of 5% or more of the amount of royalties actually due for any quarterly period,
then Licensee shall promptly pay the reasonable cost of such inspection after
Licensee's receipt of the bill/invoice for such inspection. Licensee shall
require its AFFILIATES to keep such books and documentation to enable Licensee
to comply with this SECTION. Failure to satisfy the foregoing shall be a
material default under this Agreement.


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     SECTION 2.5 Sales Outside The U.S. If Licensee or an AFFILIATE SELL any
LICENSED PRODUCTS for currency other than United States currency, Licensee shall
determine the earned royalty payable for such LICENSED PRODUCT in such currency
and then convert the earned royalty into its equivalent in United States
currency at the New York foreign exchange selling rate for such currency for the
last business day of the calendar quarter for which payment is made, as
published by The Wall Street Journal (Western edition). If such rate is not so
published, the conversion shall be at the selling rate for such currency for the
last business day of the calendar quarter for which payment is made, as
published by a leading New York, New York bank chosen by Licensee and reasonably
acceptable to RCT. If Licensee is late in making any payment, the applicable
exchange rate obtained from the sources described above shall be the greater of
the rate on the date payment was actually made or the rate on the date on which
payment was due.

     SECTION 2.6 Late Payment. If Licensee fails to make any payment required
under this Agreement on or before the date ten days after Licensee's receipt of
RCT's written notice of such failure, Licensee shall pay interest on the unpaid
portion of such amount at an annual rate equal to the prime rate, as quoted by
the Wells Fargo Bank, N.A., plus 5%, which shall accrue from the date the
payment not timely made became due until the date such payment is paid in full.
The interest shall be compounded on the last day of each calendar quarter. If
such rate exceeds the rate allowed by applicable law, then the highest rate
allowed by law shall apply. Any payments received shall be applied first to the
satisfaction of any unpaid, accrued interest and then to the satisfaction of any
unpaid principal.

                                    ARTICLE III
                                   [RESERVED]

                                   ARTICLE IV
                                LICENSED PATENTS

     At its sole cost and expense, RCT will endeavor to maintain and prosecute
the LICENSED PATENTS. RCT does not make any representation or warranty
whatsoever with respect to the LICENSED PATENTS. RCT may, in its sole
discretion, abandon any LICENSED PATENT. RCT shall not have any liability nor be
subject to any claim for damages if it abandons any LICENSED PATENT. From time
to time, upon written request from Licensee not more frequently than once per
calendar month, RCT shall apprise Licensee of the status of the prosecution and
maintenance of the LICENSED PATENTS, including any reexamination, reissue, or
extension filings, any interference or opposition proceedings, pertaining
thereto, and any election by RCT to abandon any LICENSED PATENT.

                                    ARTICLE V
                                  INFRINGEMENT

     RCT will protect the LICENSED PATENTS from infringement and prosecute
alleged infringers when, in its sole judgment, such action may be necessary,
proper, and justified. Licensee shall fully cooperate with RCT, as RCT may
request, in connection with any such action but at no out-of-pocket expense to
Licensee.


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                                   ARTICLE VI
                                   TERMINATION

     SECTION 6.1 Automatic Expiration; Elective Termination. The term of this
Agreement shall expire on the EXPIRATION DATE unless sooner terminated. Licensee
may terminate this Agreement at any time by giving RCT three months' written
notice of Licensee's election to terminate.

     SECTION 6.2 Licensee's Breach of Agreement.

          Subsection 6.2.1. Breach. Upon any material breach of this Agreement
by Licensee, RCT, in addition to any other remedy available at law or equity,
may elect to terminate this Agreement by giving Licensee written notice of RCT's
election to terminate this Agreement. This Agreement shall terminate upon the
expiration of the period stated in the written notice, as provided in Subsection
6.2.2 below, unless Licensee has cured such breach on or before the expiration
of such period. A material breach of this Agreement includes, without
limitation, any failure to timely pay any amount, in full, when due under this
Agreement.

           Subsection 6.2.2. Notice and Cure Period. If the breach is a monetary
breach (i.e., failure to timely pay amounts to RCT required to be paid under
this Agreement), the notice and cure period shall be thirty days. If the breach
is a nonmonetary breach (i.e., not involving the payment to RCT of any amounts
required to be paid under this Agreement), the notice and cure period shall be
sixty days. If the nonmonetary breach is of a type that requires more than sixty
but less than 120 days to cure, the cure period shall be extended to 120 days so
long as Licensee has, throughout the 120 day period, diligently undertaken
substantive and progressive efforts to cure such breach on or before the date
the 120 days expire.

          Subsection 6.2.3. Immediate Default. "Financial Default" means any
voluntary or involuntary dissolution, bankruptcy, insolvency of Licensee or
assignment of Licensee's assets for the benefit of creditors. The filing of an
involuntary petition in bankruptcy or an involuntary petition for dissolution
shall only be deemed a Financial Default if the petition is not dismissed with
prejudice on or before the date sixty days after the date it was filed.
"Procedural Default" means a lawsuit filed by Licensee or its AFFILIATE against
RCT seeking a declaratory judgment or determination, as the case may be, that
any of the PATENT CLAIMS is invalid or unenforceable or otherwise not patentable
or reduced in scope. Financial Defaults and Procedural Defaults shall constitute
immediate and material breaches of this Agreement and, upon the occurrence of
either a Financial Default or Procedural Default, this Agreement shall
immediately terminate. Anytime before the occurrence of a Financial Default or
the filing of a bankruptcy petition concerning Licensee, Licensee shall notify
RCT in writing of Licensee's intention to file the petition or of another's
intention to file an involuntary petition in bankruptcy or the impending
Financial Default. Failure to provide such written notice shall be deemed to be
an immediate, pre-petition, incurable, and material breach of this Agreement.
The laws of the country of the patent in question shall govern the
interpretation and enforcement of this Subsection 6.2.3.

     SECTION 6.3 Surviving Obligations and Provisions. Licensee's obligations to
pay, and report to RCT on, the SALE of any LICENSED PRODUCT made, or imported
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termination of this Agreement or expiration of the pertinent LICENSED PATENTS
(even if such LICENSED PRODUCT is SOLD after the termination of this Agreement
or expiration of the pertinent LICENSED PATENT), shall survive such termination
or expiration. In addition to any provision of this Agreement that expressly
survives the termination of this Agreement or expiration