LICENSE AGREEMENT

Exhibit 10.51

***Text Omitted and Filed Separately
Confidential Treatment Requested
Under 17 C.F.R. §§ 200.80(b)(4) and
240.24b-2(b)(1)

LICENSE AGREEMENT

     LICENSE AGREEMENT dated December 30, 2005 by and between IDM Pharma, Inc., a Delaware corporation (“ IDM ”), and Pharmexa, Inc., a Delaware corporation (hereinafter “ Pharmexa ”) (each, a “ Party ” and, collectively, the “ Parties ”).

WITNESSETH:

     WHEREAS, IDM and Pharmexa have entered into an Asset Purchase Agreement dated November 23, 2005 (the “ Asset Purchase Agreement ”);

     WHEREAS, it is a condition precedent to the consummation of the transactions contemplated by the Asset Purchase Agreement that the Parties enter into this Agreement;

     WHEREAS, as a result of the transactions contemplated by the Asset Purchase Agreement, Pharmexa is the owner of the entire right and title to EIS ^® and the Existing Library and related Licensed Patents and Licensed Know-How (as such terms are defined below, and subject to certain exclusions as defined herein); and

     WHEREAS, IDM desires to obtain a license to EIS and the related Licensed Patents and Licensed Know-How and the right to access and use the Existing Library, and Pharmexa is willing to grant such license and right to IDM, subject to the terms and conditions hereinafter set forth;

     NOW THEREFORE, in consideration of the mutual covenants and agreements contained herein, and intending to be bound, and it being understood that the above recitals shall have the same value as the stipulations that follow, the Parties hereby agree as follows:

      ARTICLE 1 . CERTAIN DEFINITIONS .

     As used in this Agreement, each term listed below has the meaning which is given after it:

     1.1 “ Affiliate ” means, with respect to each Party, any person, corporation or other business entity that controls, is controlled by or is under common control with such Party, but for only so long as such control exists. For the purpose of this definition, “control” means the ability, directly or indirectly, to vote or direct the vote of fifty percent (50%) or more of the outstanding voting stock of an entity (or other form of ownership interest with respect to an entity that is not a corporation), or to otherwise direct or cause the direction of the management and policies of an entity.

     1.2 “ Antigen ” means any substance, including, without limitation, proteins, toxins, viruses or bacteria, or portions of any thereof, that is capable of stimulating the production of an immune response.

     1.3 “ AutoVac™ ” means Pharmexa’s therapeutic vaccine technology for inducing a controlled therapeutic immune response against self-Antigens that cause or are associated with disease by introducing a modified Antigen consisting of a foreign Epitope inserted into such a self-Antigen.

     1.4 “ Cancer Field ” means the prevention or treatment of any disease caused or characterized by an uncontrolled or abnormal cell division or growth within any part of the body, irrespective of cause or origin.

     1.5 “ Confidential Information ” of a Party means any confidential or proprietary information (including any technology, know-how, Patent application, test result, research study, business plan, budget, forecast or projection) relating directly or indirectly to the business of such Party or any Affiliate, predecessor or successor of such Party (whether prepared by such Party or by any other person and whether or not in written form) that is or has been made available to the other Party or any of its Affiliates or representatives, including but not limited to information related to EIS and the Existing Library.

     1.6 “ Effective Date ” means the date of this Agreement first written above.

     1.7 “ EIS ^® ” or “ Epitope Identification System ” means proprietary methods of using sequence information derived from an Antigen to identify and/or characterize Antigen-specific Epitopes, to design vaccines, to identify Epitope analogues, to identify optimal Epitope variants, and to design Epitope minigene constructs, which methods are claimed or disclosed in the Existing Patents as of the Effective Date.

     1.8 “ Epitope ” means a molecular region of an Antigen, which is involved in recognition by a particular immunoglobulin, or in the context of T cells, by a T cell receptor and/or Major Histocompatibility Complex (MHC) receptor.

     1.9 “ Existing Library ” means the database comprising the library of Epitopes existing as of the Effective Date, which Epitopes are claimed or disclosed in the Existing Patents as of the Effective Date.

     1.10 “ Existing Patents ” means all Patents acquired by Pharmexa pursuant to the Asset Purchase Agreement pertaining to EIS, as listed on Schedule A, and any abandoned parent applications of any Patents listed therein.

     1.11 [. . . *** . . .]” means the [. . . *** . . .] of the Effective Date.

     1.12 “ IDM Reserved Rights ” has the meaning set forth in Section 2.1(a).

     1.13 “ Infringement Notice ” has the meaning set forth in Section 4.3(a).

     1.14 “ Indemnitee ” means a Person entitled to indemnification pursuant to Article 7.

     1.15 “ Indemnitor ” means a Party required to indemnify a Person pursuant to Article 7.

     1.16 “ Invention ” has the meaning set forth in Section 4.4.

     1.17 “ Licensed Know-How ” mean all methods, procedures, trade secrets, formulas, techniques, assays, protocols, procedures, processes, systems, specifications, data, sequence information, algorithms, computer models, results of clinical trials and technical data owned or controlled by Pharmexa as of the Effective Date or during the term of this Agreement, including any Inventions, which are not included in the Licensed Patents, but which are necessary or useful for the commercial exploitation of the Licensed Patents and which are not generally publicly known, including, without limitation, any such methods, procedures, trade secrets, formulas, techniques, assays, protocols, procedures, processes, systems, specifications, data, sequence information, algorithms, computer models, results of clinical trials and technical data assigned to Pharmexa by IDM under the Asset Purchase Agreement that are necessary or useful for the commercial exploitation of the Licensed Patents.

     1.18 “ Licensed Patents ” mean (i) all Existing Patents, and (ii) all Patents owned or controlled by Pharmexa that claim or disclose any Invention conceived or reduced to practice by any employee or contractor of Pharmexa.

     1.19 “ Patents ” means all U.S. patents and patent applications, including, without limitation, certificates of invention and applications for certifications of invention, registered designs and registered design applications, industrial designs and industrial design applications and registrations, reissues, reexaminations, extensions, substitutions, confirmations, registrations, revalidations, renewals, term restorations, additions, provisionals, continuations, continuations-in-part, divisions, continued prosecution applications, and requests for continued examination thereof, and any foreign equivalents of any of the foregoing.

     1.20 “ Person ” means any individual, corporation, partnership, limited liability company, private or public institution, group, tribunal, government authority or other entity.

     1.21 “ Pharmexa Field ” means the prevention or treatment of any and all indications, including, but not limited to, infectious diseases, inflammatory diseases, autoimmunity, neurologic disorders and metabolic disorders, but excluding the Cancer Field.

     1.22 “ Product ” means any product that incorporates or uses all or any part of an Epitope identified using the Licensed Patents or the Licensed Know-How or present in the Existing Library.

     1.23 “ Specific Product ” means any Product formulated as (i) an AutoVac ä recombinant protein or DNA vaccine (as opposed to peptide Epitopes) or (ii) a peptide product against one of the following targets (or combinations thereof): [. . . *** . . .]

     1.24 “ Third Party ” means any Person other than IDM, Pharmexa, or their respective Affiliates.

      ARTICLE 2 . LICENSE GRANTS .

     2.1 Grant of Licenses .

          (a) Pharmexa hereby grants to IDM (i) an exclusive (including as to Pharmexa), perpetual, royalty-free, fully paid up, worldwide license, with the right to grant sublicenses, under the Licensed Patents and the Licensed Know-How to use all specific Epitopes in the Existing Library which are contained in Products as to which IDM has granted exclusive rights to Third Parties prior to the Effective Date to the extent of the field(s) in which such rights were granted or to which IDM grants exclusive rights to Third Parties at any time on or after the Effective Date and prior to the [. . . *** . . .] to research, develop, make, have made, use, import, export, sell, offer for sale, promote, market, distribute, commercialize, and have sold, distributed and commercialized Products (other than Specific Products) in the fields within the Cancer Field in which such rights were granted, (ii) a non-exclusive, perpetual, royalty-free, fully paid up, worldwide license, with the right to grant sublicenses, under the Licensed Patents and the Licensed Know-How to use all specific Epitopes in the Existing Library which are contained in Products as to which IDM has granted non-exclusive rights to Third Parties prior to the Effective Date to the extent of the field in which such rights were granted or to which IDM grants non-exclusive rights to Third Parties at any time on or after the Effective Date and prior to the [. . . *** . . .] to research, develop, make, have made, use, import, export, sell, offer for sale, promote, market, distribute, commercialize, and have sold, distributed and commercialized Products (other than Specific Products) in the fields within the Cancer Field in which such rights were granted and (iii) an exclusive (including as to Pharmexa), perpetual, royalty-free, fully paid up, worldwide license, with the right to grant sublicenses, under the Licensed Patents and the Licensed Know-How to use each of the specific Epitopes in the Existing Library listed on Schedule B-1 , individually and in combination, to research, develop, make, have made, use, import, export, sell, offer for sale, promote, market, distribute, commercialize, and have sold, distributed and commercialized Products, excluding Specific Products, in the Cancer Field (collectively, the “ IDM Reserved Rights ”). Schedule B-2 sets forth for each Epitope in the Existing Library for which IDM has granted rights to a Third Party: (i) the identity of the Third Party; (ii) the specific Epitope for which rights were granted; (iii) whether the rights granted to the Third Party are exclusive or non-exclusive and (iv) the field in which the Third Party may utilize the Epitope. With regard to each new final agreement with Third Parties for Epitopes in the Existing Library which IDM enters into after the Effective Date, IDM will provide Pharmexa with prompt written notice of the specific Epitopes subject to the IDM Reserved Rights setting forth the type of information required in Schedule B-2 . IDM will exercise the foregoing right to grant rights to Third Parties on or after the Effective Date and prior to the [. . . *** . . .] only in the ordinary course of IDM’s business consistent with IDM’s past custom and practice and, in any event, only as a grant of rights to access and use specific Epitopes in the Existing Library. IDM will require that any Third Party to which IDM grants rights in any specific Epitopes in the Existing Library on or after the Effective Date and before the [. . . *** . . .] acknowledge in writing that Pharmexa is the owner of such Epitopes and that such Third Party will not bring any legal action against Pharmexa arising solely from Pharmexa’s ownership of such Epitopes.

          (b) Pharmexa hereby grants to IDM a non-exclusive, perpetual, royalty-free, fully paid up, worldwide license, with no right to grant sublicenses, under the Licensed Patents and the Licensed Know-How to identify Epitopes using EIS and, subject to the IDM Reserved Rights, to use Epitopes in the Existing Library for research in the Cancer Field, excluding Specific Products.

          (c) Pharmexa hereby grants to IDM a perpetual, royalty-free, fully paid up, worldwide license, with the right to grant sublicenses (which sublicenses shall permit the further grant of sublicenses), under the Licensed Patents and the Licensed Know-How to use all Epitopes identified by or for IDM using EIS or contained in the Existing Library to research, develop, make, have made, use, import, export, sell, offer for sale, promote, market, distribute, commercialize, and have sold, distributed and commercialized Products, excluding Specific Products, in the Cancer Field, which license shall be exclusive (including as to Pharmexa) from the Effective Date until the [. .         . *** . . .] and shall be non-exclusive from and after the [. . . *** . . .], in each case subject to the IDM Reserved Rights. For the purpose of clarification, (i) the foregoing grant shall not prevent Pharmexa from conducting any activity with respect to Specific Products at any time and (ii) commencing on the [. . . *** . . .], all restrictions on Pharmexa with respect to the Cancer Field under this Section 2.1(c) shall terminate.

     2.2. Rights Retained by Pharmexa . Notwithstanding anything to the contrary herein, Pharmexa retains all rights under the Licensed Patents and Licensed Know-How not explicitly granted to IDM under Section 2.1, and all rights under Licensed Patents and Licensed Know-How with respect to any Epitopes in the Existing Library and any Products using such Epitopes granted to Innogenetics NV dated July 9, 2001, as amended. Prior to the [. . . *** . . .], Pharmexa shall not grant any Third Party any right, title or interest in the Existing Library, any of the Epitopes contained in the Existing Library or any of the Licensed Patents, that would conflict with the rights granted to IDM under Section 2.1.

     2.3 Reasonable Access . Pharmexa will provide IDM with reasonable access to appropriate personnel of Pharmexa via telephone, facsimile or electronic mail during Pharmexa’s regular business hours in order to discuss questions relating to the use of EIS, not to exceed a total of [. . . *** . . .] per month.

     2.4 Duplicate Copies . IDM shall be entitled to retain a duplicate copy of any written materials describing or containing Licensed Know-How in existence as of the Effective Date and a duplicate copy of the database in existence as of the Effective Date containing the Existing Library and may update such database to include information regarding Epitopes identified using EIS pursuant to the licenses granted under Section 2.1, in each case for purposes of practicing the licenses granted under Section 2.1.

      ARTICLE 3 . CONSIDERATION FOR LICENSE .

     3.1 Consideration . Pharmexa acknowledges and agrees that the sole consideration for the grant of the licenses pursuant to Section 2.1 is the consummation by IDM of the transactions contemplated by the Asset Purchase Agreement. No other license fees, milestones, royalties or

other consideration shall be paid or given to Pharmexa by IDM for the rights granted under this Agreement.

      ARTICLE 4 . PATENTS .

     4.1 No Assignment . The grant of the licenses pursuant to Section 2.1 shall not constitute an assignment of the Licensed Patents or the Licensed Know-How, nor a grant to IDM of any ownership right or title therein or any other right, other than use of EIS and the Existing Library and practice of the Licensed Patents and Licensed Know-How in accordance with the terms of this Agreement. Nothing contained in this Agreement shall be construed as conferring upon IDM by implication, estoppel or otherwise any license or other rights under any Patent or unpatented technology belonging to Pharmexa, except rights expressly granted hereunder to IDM.

     4.2 Patent Filing, Prosecution and Maintenance .

          (a) Pharmexa shall be responsible for the preparation, filing, prosecution, defense and maintenance of the Licensed Patents. Pharmexa shall provide to IDM copies of all documents relating to such filing, prosecution, defense and maintenance in sufficient time to permit IDM to review such documents and comment thereon prior to filing. Pharmexa will incorporate all reasonable written suggestions provided by IDM to Pharmexa with respect to the content and strategies for filing, prosecution, defense and maintenance of the Licensed Patents.

          (b) IDM will reimburse Pharmexa for [. . . *** . . .] of all reasonable and customary documented out-of-pocket costs, other than late filing fees, incurred and paid by Pharmexa in connection with the prosecution and maintenance of the Licensed Patents. Such costs shall be paid by IDM on a [. . . *** . . .] after it receives a written request for payment from Pharmexa accompanied by reasonable documentary evidence confirming the expense incurred and paid by Pharmexa during the [. . . *** . . .]. Notwithstanding the foregoing, IDM shall not be under any obligation to reimburse Pharmexa for costs incurred and paid by Pharmexa related to any Patents that pertain to Epitopes identified by Pharmexa after the Effective Date or that claim or disclose Inventions conceived or reduced to practice by employees or contractors of Pharmexa. IDM may terminate its rights under this Agreement with respect to any specific Licensed Patent by giving written notice thereof to Pharmexa, in which case, such Patent shall cease to be a Licensed Patent and IDM will not be responsible under this Section 4.2 for any costs associated with such Patent incurred following the date of notice of such termination by IDM to Pharmexa.

          (c) Pharmexa shall not allow a Patent included in the Licensed Patents to lapse without providing prior written notice to IDM. In the event that Pharmexa decides to abandon or discontinue the prosecution or maintenance of any of the Licensed Patents, IDM shall have the right to undertake such prosecution or maintenance in its own name at its expense through counsel of its own choosing. If IDM exercise such right, (i) Pharmexa shall provide such cooperation as IDM may request, at IDM’s expense, including but not limited to delivering to IDM all records pertaining to such Patent executing any and all documents as may be needed to assign such Licensed Patent to IDM, without additional consideration being payable by IDM

for such assignment other than actual costs associated with such transfer, and (ii) upon assignment, such Patent shall cease to be a Licensed Patent.

     4.3 Infringement Actions .

          (a) In the event that a Party becomes aware of actual or threatened material infringement by a Third Party of any of the Licensed Patents anywhere in the world, such Party shall (i) promptly notify the other Party in writing of the occurrence such infringement and (ii) provide the other Party with the full details of any such infringement to the best of its knowledge (the “ Infringement Notice ”).

          (b) If any actual or threatened infringement by a Third Party of any of the Licensed Patents anywhere in the world involves the research, manufacture, sale, distribution or commercialization of products solely within the scope of the IDM Reserved Rights in Section 2.1(a)(i), IDM shall have the exclusive right to commence a lawsuit to enjoin the infringing activity or take such other action against the Third Party as it determines is appropriate, at IDM’s expense. Pharmexa will cooperate in such action and will have the right to participate in such action at its own expense through counsel of its own choosing. In such case, the entire amount, if any, recovered in such an action against a Third Party , whether by judgment, award, decree or settlement, shall be applied as follows: (i) first, to reimburse IDM for its legal fees and other litigation expenses incurred in connection with the prosecution of such action; (ii) second, to reimburse Pharmexa for its legal fees and other litigation expenses incurred in connection with the prosecution of such action; and (iii) the balance shall go to IDM.

          (c) With regard to any actual or threatened infringement by a Third Party of any of the Licensed Patents anywhere in the world, other than as described in Section 4.3(b) , Pharmexa shall have the first right to commence a lawsuit to enjoin the infringing activity or take such other action against the Third Party as it determines is appropriate, at Pharmexa’s expense, through counsel of its own choosing reasonably acceptable to IDM. If Pharmexa elects not to undertake any such action or fails to do so within [. . . *** . . .] after receipt or delivery, as applicable, of an Infringement Notice from IDM, then IDM will have the right to commence a lawsuit or take other action against the Third Party at its expense and through counsel of its own choosing reasonably acceptable to Pharmexa. Regardless of which Party initiates legal action against the infringing Third Party, the non-initiating Party will cooperate in such action and will have the right to participate through counsel of its own choosing at such non-initiating Party’s expense. The Party initiating the legal action will control all elements of the prosecution of the legal action, including all decisions to enter into settlements, judgments or other arrangements; provided, however, that no settlement that affects the rights of the non-initiating Party may be entered into without that Party’s consent. The amount, if any, recovered in any such action against a Third Party , whether by judgment, award, decree or settlement, shall be applied as follows: (i) first, to reimburse the Party conducting the prosecution of the infringement action for its legal fees an