ULS? SUPPLY AND MARKETING LICENSE AGREEMENT

1.1

“AFFILIATE” hall mean any corporation, company or other entity that directly or indirectly controls, is controlled by, or is under common control with KREATECH or LICENSEE. For the purpose of this definition, the word “control” shall mean the direct or indirect ownership of more than fifty percent (50%) of the outstanding voting stock or equity of the corporation, company, or other entity.

1.2

“AGREEMENT” shall mean this ULS Supply and Marketing License agreement, explicitly including all EXHIBITS.

1.3

CONTRACT YEAR” shall mean January 1 to December 31. The first CONTRACT YEAR shall begin January 2, 2006.

1.4

“CHANGE OF CONTROL” means a change in control over the company of KREATECH in a way that such control will be held by other parties than the parties having such control at the Effective Date. For the purpose of this definition, the word “control” shall mean the direct or indirect ownership of more than fifty percent (50%) of the outstanding voting stock or equity of the corporation, company, or other entity.

1.5

“EFFECTIVE DATE” means January 02 2006.

1.6

“END USERS” shall mean purchasers of LICENSED PRODUCTS for their own internal use according to the PRODUCT APPLICATION within the MARKET SEGMENT and within the TERRITORY.

1.7

“EXHIBIT” shall mean any schedule attached hereto and initialled by PARTIES and which are herein incorporated by reference and made a part of this AGREEMENT.

1.8

“IP RIGHTS/LICENSEE” shall mean all intellectual property rights relating to PRODUCTS/LICENSEE, including but not limited to issued patents or pending patent applications already assigned or exclusively licensed to LICENSEE, prior to the execution of this AGREEMENT and all future patents and pending patent applications that become assigned or exclusively licensed to LICENSEE following execution of this AGREEMENT, where any such patent has neither expired nor been held invalid by a court or other body of competent jurisdiction, from which no appeal has been, or may be, taken, and where any such patent application has not been abandoned, as well as all rights in technical information, know-how, processes, procedures, protocols, techniques and formulas which are not covered by such intellectual property rights but which are necessary for practicing the aforementioned intellectual property rights.

1.9

“KREATECH” shall mean Kreatech Biotechnology B.V. and its AFFILIATES.

1.10

“LICENSED PRODUCTS” shall mean the PRODUCTS/LICENSEE as modified by KREATECH and the manufacture, use or sale of which is covered by one or more claims of PATENT RIGHTS and/or PATENT RIGHTS/THIRD PARTY that has neither expired, been abandoned nor been held invalid by a court or other body of competent jurisdiction, from which no appeal has been, or may be, taken and which LICENSED PRODUCTS are specified in Exhibit A3

1.11

“LICENSEE” shall mean Immunion Corporation and its AFFILIATES.

1.12

“MARKET SEGMENT” shall mean those segments of markets listed in EXHIBIT D .

1.13

“NET SALES” shall mean the gross revenues invoiced by LICENSEE from the sale of LICENSED PRODUCTS less (i) regular trade and quantity discounts; (ii) the costs for insurance and transportation; (iii) taxes, tariff duties and value added taxes or other governmental levies and (iv) amounts allowed or credited due to returns of defective products (which will never exceed the original billing or invoice amount), as calculated in accordance with article 7 of this AGREEMENT.

1.14

“PATENT RIGHTS “ shall mean KREATECH’S rights in information or discoveries covered by patents and/or patent applications, as listed in EXHIBIT A-1 , and all divisions, continuations, continuations-in-part, reissues, reexaminations or extensions thereof, where any such patent has neither expired nor been held invalid by a court or other body of competent jurisdiction, from which no appeal has been, or may be, taken, and where any such patent application has not been abandoned, as well as all rights in technical information, know-how, processes, procedures, protocols, techniques and formulas which are not covered by patent rights and/or patent applications but which are necessary for practicing the aforementioned patent rights and/or patent applications.

1.15

“PRODUCT APPLICATION” shall mean the use of the LICENSED PRODUCTS for the applications listed in EXHIBIT C .

1.16

“PRODUCTS/LICENSEE” shall mean the raw materials and products as specified in EXHIBIT A-2.1 that are supplied by LICENSEE to KREATECH in order to produce LICENSED PRODUCTS.

1.17

“PRODUCTS/KREATECH” shall mean the raw materials and products as specified in EXHIBIT A-2.2 that are supplied or owned by KREATECH and which will be used in order to produce LICENSED PRODUCTS.

1.18

“RESELLER” shall mean any agent, distributor or other reseller, [listed in EXHIBIT F ], who purchases LICENSED PRODUCTS from LICENSEE for the sole distribution to END USERS, where such LICENSED PRODUCTS are distributed to such END USERS as supplied by KREATECH and are not being repackaged, derivatized, modified quantitatively or qualitatively, incorporated into other commercial offerings, or separated into individual components to sell separately, other than explicitly authorized in this AGREEMENT, according to guidelines outlined in a legal document that confirms the obligations of such RESELLER to LICENSEE.

1.19

“SUPPLY PRICE”shall mean the supply prices for the LICENSED PRODUCTS, as indicated in EXHIBIT J-2 .

1.20

“TARGET AMOUNT” shall mean the minimum annual volume of LICENSED PRODUCTS to be purchased by LICENSEE, which is related to the agreed forecast and which is specified in EXHIBIT E-1 .

1.21

“TERRITORY” shall mean all countries and territories listed in EXHIBIT B .

1.22

“ULS TECHNOLOGY” shall mean the technology (partly) covered by PATENT RIGHTS that consists of (i) the linkage of at least two entities through coordination chemistry, (ii) removal of unreacted linkage compounds; and/or (iii) the interaction of complexes produced as a result of (i) with at least an other entity.

1.23

“PATENT RIGHTS/THIRD PARTY” shall mean all patents that have been granted and will be granted from [**********], where any such patent has neither expired, been abandoned nor been held invalid by a court or other body of competent jurisdiction, from which no appeal has been, or may be, taken, as well as any know-how relating to such patent(s), as far as such rights have been licensed to KREATECH in the [**********], as such patents are specified in Exhibit A-1.

2.1(a)

KREATECH grants to LICENSEE under the PATENT RIGHTS and PATENT RIGHTS/THIRD PARTY and LICENSEE accepts upon the terms and conditions as set forth in this AGREEMENT, a royalty-bearing, non-exclusive, non-transferable license, without the right to sub-license, strictly (i) to offer to sell, to sell, to distribute, to import or to export the LICENSED PRODUCTS under private label to RESELLERS or END USERS for the PRODUCT APPLICATION within the MARKET SEGMENT in the TERRITORY and (ii) to internally use and to use or

have used on its behalf, to perform services for LICENSEE’s customers and collaborators, the LICENSED PRODUCTS for the PRODUCT APPLICATION within the MARKET SEGMENT in the TERRITORY. For the avoidance of doubt, it is stated that LICENSEE or its RESELLER is entitled to market the LICENSED PRODUCTS in its own package and under its own private label, eventually in combination with other (raw) materials, provided that such does not affect the (chemical) structure of the LICENSED PRODUCTS.

2.1(b)

The license granted in accordance with article 2.1(a) above does not – without limitation— include the right (i)  to make or further process LICENSED PRODUCTS or (ii) to use LICENSED PRODUCTS in manners or for purposes other than those explicitly authorized in article 2.1.(a) above, including but not limited to acting outside the scope of the specified TERRITORY, PRODUCT APPLICATION or MARKET SEGMENT or sell the LICENSED PRODUCTS to parties that are not RESELLERS or END USERS.

2.2

No license under any patent or patent application other than those that constitute PATENT RIGHTS is, or shall be deemed to have been, granted to LICENSEE under this AGREEMENT.

2.3

Insofar necessary for the processing of PRODUCTS/LICENSEE into LICENSED PRODUCTS, LICENSEE grants to KREATECH under IP RIGHTS/LICENSEE, and KREATECH accepts upon the terms and conditions set forth herein, a non-exclusive license, without the right to sub-license, to use the IP RIGHTS/LICENSEE solely for said processing. LICENSEE will at any and all times timely and correctly supply KREATECH with the required amount of PRODUCTS/LICENSEE needed for the production of LICENSED PRODUCTS.

3.1

The LICENSED PRODUCTS will be sold under the private label of LICENSEE or its RESELLER and not under any of KREATECH’s trade names or trademarks. LICENSEE is only entitled to use KREATECH’s tradenames and trademarks as listed in EXHIBIT G insofar such use reasonably arises from or relates to the sale, distribution or other authorized form of use of the LICENSED PRODUCTS under this AGREEMENT, provided that such use of trade names and trademarks will at any and all times be carried out properly and in accordance with any instructions given by KREATECH. LICENSEE will in any event identify KREATECH as the owner of the trade names and trademarks.

3.2

For any other use of the trade names and trademarks, LICENSEE will need KREATECH’s prior written consent. LICENSEE is not entitled to register or otherwise claim any rights to trade names, trademarks, domainnames or other signs that are indentical or similar to KREATECH’s trade names and trademarks.

3.3

After termination of this AGREEMENT, for any reason whatsoever, LICENSEE will immediately cease and not resume any and all use of the trade names and trademarks, or in any other way refer to KREATECH except as may be required by law or regulation.

4.1

LICENSEE shall indicate on the label of the LICENSED PRODUCTS that they are “licensed from KREATECH Biotechnology B.V.”. LICENSEE shall identify the LICENSED PRODUCTS used in the kits in accordance with Exhibit A-1, in LICENSEE’s product literature associated with the kits and on the appropriate kit label, as well as advertising literature, including web based promotional literature describing the kits. LICENSEE shall indicate KREATECH as the owner of the PATENT RIGHTS/KB and related trademarks and brand names, and indicate that the products are provided under license from KREATECH in its product literature and advertising literature associated with the kits, including web based promotional literature.

4.2

With respect to all sales in the United States, LICENSEE shall mark all LICENSED PRODUCTS in accordance with the statutes of the United States relating to the marking of patented articles (see 35 U.S.C. § 287). This shall include marking the LICENSED PRODUCTS with the words “patent” or the abbreviation “pat.”, followed by the number of all U.S. patents that constitute PATENT RIGHTS, or when, from the character of the article, this cannot be done, by fixing to it, or to the package wherein one or more of the articles is contained, a label containing a like notice. LICENSEE shall also comply with all such marking provisions as may be permitted or required under the laws of countries outside the United States, as soon as LICENSEE becomes aware or reasonably should be aware of such provisions.

4.3

Notwithstanding the above, the labeling will at all times meet with the specifications as set forth in Exhibit A-1. LICENSEE will timely and correctly provide the labels and other materials and information as specified in Exhibit I. Furthermore, LICENSEE will ensure that the RESELLERS appointed by LICENSEE will also meet with the terms and conditions concerning labeling as laid down in this Agreement and will therefore not, without limitation, remove or change the labeling or the packaging.

4.4

Insofar the IP RIGHTS/LICENSEE require any specific product marking or labeling, LICENSEE gurantees that it will use its reasonable efforts to fully and correctly comply with such requirements.

4.5

In the event the product marking will be carried out by KREATECH, LICENSEE ensures to timely and correctly provide the labels and other materials and information necessary for such product marking.

5.1

Each party acknowledges and agrees that it may receive certain information which it considers to be confidential, originating from the other party (hereinafter the “Donor Party”).

5.2

“Confidential Information” shall mean all information regarding the PATENT RIGHTS, IP RIGHTS\LICENSEE, LICENSED PRODUCTS, PRODUCTS\LICENSEE or PRODUCTS\KREATECH that is received by a party to this AGREEMENT (hereinafter the “Receiving Party”) from the Donor Party, and all other information from or concerning the Donor Party that must reasonably be regarded as having a confidential nature, except for information that:

(a)

was in the public domain prior to the receipt under this AGREEMENT, or thereafter becomes part of the public domain through no fault of the Receiving Party;

(b)

the Receiving Party can show by credible written evidence was in its possession at the time of receipt without an obligation of confidentiality; or

(c)

is received by the Receiving Party from a third party that is not under an obligation to maintain the information in confidence; or

(d)

after disclosure, is received by the Receiving Party from a third party, unless the Receiving Party knows or could anticipate that such party was not entitled to receive and/or transfer the information concerned.

All Confidential Information transmitted under this AGREEMENT shall where possible be marked or identified by the Donor Party as “Confidential” or similar notice at the time of its disclosure under the terms of this AGREEMENT, but the failure to so mark information disclosed hereunder shall not prevent the information disclosed from being Confidential Information.

5.3

All Confidential Information received under this AGREEMENT shall be maintained by the Receiving Party in confidence, shall not be disclosed to any other person or entity and shall not be used by the Receiving Party, in each case except as expressly provided by this AGREEMENT without prior written approval of the Donor Party. The obligation of the Receiving Party to maintain Confidential Information in

confidence shall be considered satisfied if the Receiving Party takes the same steps to maintain such Confidential Information in confidence that it takes with respect to its own confidential information, but in no event less than a reasonable degree of care.

5.4

Upon the request of the Donor Party, all physical material, including, but not limited to, chemical samples, documents, drawing, models, computer diskettes and sketches, containing Confidential Information shall be returned to the Donor Party prior to or immediately upon any termination of this AGREEMENT or before the expiration hereof, except that the Receiving Party’s Legal Department may keep one copy of the Confidential Information in its files solely for the purpose of Receiving Party determining its compliance with its obligations under this AGREEMENT.

5.5

The Parties to this AGREEMENT understand and agree that all intellectual property rights, including but not limited to copyrights and patent rights, or trade secret rights relating to Confidential Information of the Donor Party are and shall remain the property of the Donor Party, and that no transfer or license of any such rights is made solely by the disclosure of Confidential Information under this AGREEMENT.

5.6

The Receiving Party may disclose Confidential Information of the Donor Party to third parties if, and to the extent that, (i) such disclosure is required by law or regulations, or (ii) such disclosure is necessary to achieve the objectives of this AGREEMENT and such third party has been informed of the confidentiality of the Confidential Information and the obligations under this AGREEMENT as to confidentiality and has agreed in writing to be bound to maintain such Confidential Information in confidence under terms and conditions substantially equivalent, in all material respects, to the obligations of a Receiving Party hereunder with respect to Confidential Information . The Receiving Party shall remain liable to the Donor Party for any unauthorized disclosures of Confidential Information by a third party who obtained the Confidential Information from the Receiving Party in accordance with this article 5.6.

5.7

The Receiving Party hereby indemnifies and holds harmless the Donor Party against any loss resulting from unauthorized disclosure or use of the Confidential Information by the Receiving Party, its employees, its agents, or others to whom the Confidential Information has been disclosed by the Receiving Party. No indemnity payments hereunder relieve the Receiving Party or any third party from liability under applicable laws, such as intellectual property rights, including but not limited to patents and copyrights, or trade secret laws, and such payments do not constitute any grant or continuation of grant of any express or implied license or covenant not to sue under any intellectual property rights, including but not limited to patents and copyrights, or trade secrets of the Donor Party.

5.8

Neither LICENSEE nor KREATECH shall not make any public announcements

regarding this AGREEMENT or the subject matter thereof without the prior written approval of both parties; provided, however that LICENSEE may make such announcements and other disclosures without the prior consent of KREATECH as may be deemed necessary by its legal counsel to comply with applicable laws or regulations or requirements of any exchange or market on which LICENSEE’s stock or other securities may be listed. Manuscripts for any proposed (scientific) publications by either party will be timely submitted to the other party, meaning that the other party will at least have 30 days before the intended publication, in order to either give or deny its written approval as meant above, as well as exercise its right to review and to comment upon the publication in order to protects its Confidential Information, know-how and intellectual property rights, in the broadest sense.

5.9

If required by law, rule, regulation or order of any government, government agency or court, the Receiving Party may disclose Confidential Information of the Donor Party, but will give adequate prior written notice of such disclosure to the Donor Party to permit the Donor Party to intervene and to request protective orders or other confidential treatment for its Confidential Information.

5.10

The obligations of confidentiality of a party hereunder with respect to Confidential Information shall exist while this AGREEMENT is in force and for a period of five (5) years thereafter.

6.1

KREATECH agrees to sell and supply to LICENSEE such quantities of the LICENSED PRODUCTS as LICENSEE may order in accordance with this AGREEMENT, more specifically in accordance with LICENSEE’s forecasts (see EXHIBIT E-2 ). LICENSEE acknowledges that, in the event its purchase orders of LICENSED PRODUCTS substantially exceed the TARGET AMOUNT according to the agreed forecast, the specifications, especially with regard to delivery times and other specifications depending on the available production capacity, may deviate and will be agreed upon between Parties in good faith.

6.2

KREATECH’s general terms of supply, attached hereto as EXHIBIT H , are applicable to the sales and supply of the LICENSED PRODUCTS, and the terms and conditions set forth in said EXHIBIT H are incorporated herein by reference and made a part of this AGREEMENT. In the event of a conflict between the general terms of supply set forth in EXHIBIT H and the provisions of this AGREEMENT, the provisions of this AGREEMENT will prevail.

6.3

The LICENSED PRODUCTS will meet with the product specifications as set forth in EXHIBIT I .

6.4

LICENSEE will place its orders for the LICENSED PRODUCTS 60 (sixty) days in advance specifying quantities sufficient to perform 500 tests. LICENSEE acknowledges that, in the event its orders of LICENSED PRODUCTS substantially exceed its forecasts, the specifications, especially with regard to delivery times and other specifications depending on the available production capacity, may deviate and will be agreed upon between Parties in good faith.

6.5.1

KREATECH’s liability for the LICENSED PRODUCTS will be limited to the product specifications laid down in EXHIBIT I and as specified in the general terms of supply. LICENSEE itself will ensure adequate provisions in case of (product) liability outside the scope of the specifications guaranteed by KREATECH and will fully indemnify and hold KREATECH harmless against any and all claims of RESELLERS, END USERS or third parties in this respect.

6.5.2

In the event that KREATECH is not able to fullfill its production obligations to LICENSEE, KREATECH agrees, at the election of KREATECH, to (a) have LICENSED PRODUCTS manufactured on behalf of LICENSEE by a third party selected by KREATECH or (b) allow, and transfer temporarily all know-how that may be necessary, to allow LICENSED PRODUCTS to be manufactured by LICENSEE or by a third party on behalf of LICENSEE, for the purpose of marketing, sale and/or distribution in the TERRITORY, in the event that KREATECH fails to supply the forecasted quarterly volumes for more than ninety (90) successive days. In this case, however, LICENSEE shall be obliged to purchase from KREATECH what KREATECH is able to supply of the minimum purchase quantities ordered by LICENSEE, such that know-how temporarily transferred by KREATECH shall only be used for production of the quantity ordered that KREATECH is unable to supply. In such event, KREATECH is obliged to provide all necessary know-how for manufacturing of the LICENSED PRODUCTS to the third party or LICENSEE, as applicable. The third party or LICENSEE shall ceas