TECHNOLOGY DEVELOPMENT AND LICENSE AGREEMENT

1

DEFINITIONS

1.1

" Affiliate " shall mean, with respect to any Person, any other Person which directly or indirectly controls, is controlled by, or is under common control with, such Person. A Person shall be regarded as in control of another Person if it owns, or directly or indirectly controls, at least fifty percent (50%) of the voting stock or other ownership interest of the other Person, or if it directly or indirectly possesses the power to direct or cause the direction of the management and policies of the other Person by any means whatsoever.

1.2

" Aptamera Improvements " shall mean any inventions, patentable or not, information and/or data Controlled by Aptamera after the Effective Date and during the term of this Agreement, that were derived from the practice of the Licensed IP Rights, and that relate to: (a) improvements in the SELEX Process and (b) improvements made to the Licensed IP Rights.

1.3

" Aptamers" shall mean oligonucleotides, including any structural variations and modifications, derivatives, homologs, analogs and/or mimetics thereof, identified through the SELEX Process.

1.4

" Gilead-Archemix License Agreement " shall mean the License Agreement Between Gilead Sciences, Inc. and Archemix Corp. dated October 21, 2001.

1.5

" Controlled " shall mean, with respect to a particular item of information or intellectual property right, that the applicable Party owns or has a license to such item or right and has the ability to grant to the other Party access to and a license or

sublicense (as applicable) under such item or rights as provided for in this Agreement without violating the terms of any agreement or other arrangement with any Third Party.

1.6

" Damages " shall mean any and all costs, losses, claims, liabilities, fines, penalties, damages and expenses, court costs, and reasonable fees and disbursements of counsel, consultants and expert witnesses incurred by a Party hereto (including any interest payments which may be imposed in connection therewith).

1.7

" Excluded Aptamers " shall mean (a) [***], (b) [***] , and (c) any Aptamer directed to a target other than Nucleolin, including without limitation the following targets:

i.

[***]

ii.

[***]

iii.

[***]

iv.

[***]

v.

[***]

vi.

[***]

vii.

[***]

viii.

[***]

1.8

" Field " shall mean any research, development, manufacture, marketing, promoting, selling, distributing, or any other commercial activity related to the commercialization of any Product.

1.9

" First Commercial Sale " shall mean, with respect to any Product, the first sale for use or consumption by the general public of such Product.

1.10

" Interested Party " shall mean Aptamera, Archemix or Gilead and " Interested Parties " shall mean Aptamera, Archemix and Gilead.

1.11

" In Vitro Diagnostics " shall mean the use of the SELEX Process or Aptamers identified through the use of the SELEX process in the assay, testing or determination outside of a living organism, of a substance in a test material.

1.12

" In Vivo Diagnostic Agent " shall mean any product containing one or more Aptamers that is used for any human in vivo diagnostic purpose related to ( inter alia ) the identification, quantification or monitoring of the propensity toward, or actual existence of, any disease state.

1.13

" Licensed IP Rights " shall mean, collectively, the Licensed Patent Rights and the Licensed Know-How Rights.

1.14

" Licensed Know-How Rights " shall mean all trade secrets, know-how and unpatented or unpatentable inventions and discoveries in all information and data Controlled by Archemix as of the Effective Date that is not generally known (including, but not limited to, information and data regarding formulae, procedures, protocols, techniques and results of experimentation and testing), which is necessary or useful for Aptamera to make, use, develop, sell or seek regulatory approval to market Products, or to practice any method or process, at any time claimed or disclosed in any issued patent or pending patent application within the Licensed Patent Rights.

1.15

" Licensed Patent Rights " shall mean any patent or patent application related to the Products and owned as of the effective date by Archemix or for which Archemix has rights to license or sublicense including, without any limitation, (a) those certain patent applications and patents listed on Schedule A hereto and any patent or patent application claiming priority therefrom; (b) all patents that have issued or in the future issue from such patent applications, including utility, model and design patents and certificates of invention; and (c) all divisionals, continuations, continuations-in-part, reissues, renewals, extensions or additions to any such patent applications and patents.

1.16

" Net Revenue " shall mean, with respect to any Product, the payment of license fees, milestone payments, royalties, or any other fees received from a Third Party including sublicensees excluding (a) any payment or reimbursement for research or development conducted by or for Aptamera or its Affiliates including costs associated with materials, equipments, or clinical testing, b) income received by Aptamera or its Affiliates for selling goods or services associated with the Products, and c) proceeds from the sale and issuance of Aptamera securities at or below the fair market value of said securities.

1.17

" Net Sales " shall mean, with respect to any Product, the invoiced sales price of such Product billed to independent customers who are not Affiliates, less (a) credits, allowances, discounts and rebates to, and chargebacks from the account of, such independent customers for spoiled, damaged, out-dated, rejected or returned Product or bad debts; (b) actual freight and insurance costs incurred in transporting such Product to such customers; (c) cash, quantity and trade discounts and other price reductions; (d) sales, use, value-added and other direct taxes incurred; (e) customs duties, surcharges and other governmental charges incurred in connection with the exportation or importation of such Product; and (f) the cost to Aptamera of the devices for dispensing or administering such Product as well as diluents or similar materials which accompany such Product as it is sold.

1.18

" Party " shall mean Aptamera or Archemix and " Parties " shall mean Aptamera and Archemix.

1.19

" Person " shall mean an individual, corporation, partnership, limited liability company, trust, business trust, association, joint stock company, joint venture, pool, syndicate, sole proprietorship, unincorporated organization, governmental authority or any other form of entity not specifically listed herein.

1.20

" Products " shall mean

1.21

" Proprietary Information " shall mean, subject to the limitations set forth in Section 10.1 hereof, any confidential information of a Party disclosed by such Party to the other Party in the course of negotiating or performing under this Agreement that is identified as confidential by the disclosing party at the time of its disclosure.

1.22

" Radio Therapeutic " shall mean any product for human therapeutic use that contains one or more Aptamers that targets specifically any diseased tissue, cells or disease-specific molecules or any tissue or cells which are affected by a disease or located in the close neighborhood of a disease process and is linked to or incorporates (a) radionucleotides or (b) any structure or elements which develop therapeutic effects similar to the effect of linking or incorporating radionucleotides after submission of any kind of radiation.

1.23

" Royalty Term " shall mean, severally with respect to each Product in each country, if the manufacture, use or sale of such Product in such country would infringe a Valid Claim but for the license granted by this Agreement, the term for which such Valid Claim remains in effect.

1.24

" SELEX Process " means any process for identification or use of a nucleic acid, which process is disclosed in or falls within the claimed scope of U.S. Patent Nos. [***] or [***].

1.25

" Territory " shall mean the world.

1.26

" Third Party " shall mean any Person other than Archemix, Aptamera and their respective Affiliates.

1.27

" URC License Agreement " shall mean the Restated Assignment and License Agreement, dated July 17, 1991, by and between University Research Corporation and Gilead as successor in interest to NeXstar.

1.28

" UTC " shall mean University Technology Corporation, the successor to the University Research Corporation.

1.29

" Valid Claim " shall mean (a) a claim of an issued and unexpired patent within the Licensed Patent Rights, which has not been held permanently revoked, found unenforceable or invalid by a decision of a court or other governmental agency of competent jurisdiction, unappealable or unappealed within the time allowed for appeal, and which has not been admitted to be invalid or unenforceable through reissue or disclaimer or otherwise, or (b) a claim of a pending patent application so long as there exists an issued and unexpired patent meeting the criteria of clause (a) above.

2

REPRESENTATIONS AND WARRANTIES

2.1

Mutual Representations and Warranties . Each Party hereby represents and warrants to the other Party as follows:

2.1.1

Corporate Existence . Such Party is a corporation duly organized, validly existing and in good standing under the laws of the state in which it is incorporated.

2.1.2

Authorization and Enforcement of Obligations . Such Party (a) has the corporate power and authority and the legal right to enter into this Agreement and to perform its obligations hereunder, and (b) has taken all necessary corporate action on its part to authorize the execution and delivery of this Agreement and the performance of its obligations hereunder. This Agreement has been duly executed and delivered on behalf of such Party, and constitutes a legal, valid, binding obligation, enforceable against such party in accordance with its terms.

2.1.3

Consents . All necessary consents, approvals and authorizations of all governmental authorities and other Persons required to be obtained by such Party in connection with this Agreement have been obtained.

2.1.4

No Conflict . The execution and delivery of this Agreement and the performance of such Party’s obligations hereunder (a) do not conflict with or violate any requirement of applicable laws or regulations, and (b) do not conflict with, or constitute a default under, any contractual obligation of it.

2.2

Aptamera Representations and Warranties . Aptamera acknowledges and agrees that it has been provided a copy of the documents listed in Schedule C. Aptamera

represents and warrants that it has read and understands the contents of such documents.

2.3

Warranty Disclaimer . Except as expressly provided in this Section 2, neither party makes any representation or warranty as to the licensed ip rights, express or implied, either in fact or by operation of law, by statute or otherwise, including without limitation any implied warranty of merchantability, fitness for a particular purpose, non-infringement of third party rights, or warranty against infringement, or otherwise, and each party specifically disclaims any and all implied or statutory warranties. archemix makes no warranties as to the validity or enforceability of any licensed ip rights. Without limiting the foregoing, each Party acknowledges that it has not and is not relying upon any implied warranty of merchantability, fitness for a particular purpose, non-infringement of third party rights, or warranty against infringement, or otherwise, or upon any representation or warranty whatsoever as to the prospects (financial, regulatory or otherwise), or the validity or likelihood of success, of any products or services based on the Licensed IP Rights or any Archemix intellectual property after the Effective Date.

3

LICENSE GRANT

3.1

Licensed IP Rights . Archemix hereby grants to Aptamera an exclusive, worldwide license under the Licensed IP Rights for use in the Field.

3.2

Sublicense Rights . Aptamera shall have the right to grant sublicenses under this Agreement in conjunction with any license or grant of rights to the Products. Aptamera shall give Archemix prompt written notice of each sublicense under this Agreement. Each sublicense shall be subject to the terms and conditions of this Agreement.

3.3

Negative Covenant of Company. Aptamera shall not use or practice the Licensed IP Rights (a) outside the Field, (b) for any other purpose except activities that it conducts in compliance with this Agreement, (c) to make, use, sell, offer for sale, import or export any products containing any Excluded Aptamers, (d) to make, use, sell, offer for sale, import or export any Excluded Aptamers, or (e) to make, use, sell, offer for sale, import or export any Aptamers for In Vitro Diagnostics, as In Vivo Diagnostic Agents or as Radio Therapeutics.

3.4

Grant Back To Archemix . As of the Effective Date, and subject to the terms and conditions hereof, Aptamera hereby grants back to Archemix, and Archemix hereby accepts the following worldwide, royalty-free, paid-up, perpetual, irrevocable and nonexclusive licenses: (a) (i) under the rights licensed to Aptamera under Section 3 hereof, and (ii) under Aptamera’s intellectual property rights to such of the Aptamera Improvements as constitute improvements to the SELEX Process, in both cases solely to conduct internal research and (b) under Aptamera’s intellectual property rights in the Aptamera Improvements to use and practice any

Aptamera Improvements developed by Aptamera under the licenses granted pursuant to Section 3 hereof as may be necessary for Archemix to fulfill its obligations, including, without limitation, sublicensing obligations, to Gilead.

4

ROYALTIES

4.1

Royalty Rate . In consideration for the licenses granted to Aptamera herein, Aptamera shall pay royalties to Archemix equal to (i) [***] percent ([***]%) of Net Sales of AGRO100 and [***] percent ([***]%) of Net Sales of AGRO100 Derivatives beginning with the First Commercial Sale by Aptamera or its Affiliates during and to the extent of the Royalty Term, and (ii) [***] percent ([***]%) of Net Revenue of AGRO100 and [***] percent ([***]%) of Net Revenue of AGRO100 Derivatives received by Aptamera or its Affiliates from a Third Party including its sublicensees which are the result of or directed to sales of Products during and to the extent of the Royalty Term.

4.2

Combination Product . If a Product is sold in a combination product with other active components, Net Sales, for purposes of royalty payments on the combination product, shall be calculated by multiplying the Net Sales of that combination by the fraction A/B, where A is the gross selling price of the Product sold separately and B is the gross selling price of the combination product. If no such separate sales are made by Aptamera or its Affiliates, Net Sales for royalty determination shall be calculated by multiplying Net Sales of the combination by the fraction C/(C+D), where C is the fully allocated cost of the Product and D is the fully allocated cost of such other active components.

4.3

Third Party Royalties . If Aptamera or its Affiliates is required to pay royalties to any Third Party in order to exercise its rights hereunder to develop, make, use, offer for sale, sell or import any Product, then Aptamera shall have the right to credit [***] percent ([***]%) of such Third Party royalty payments against the royalties owing to Archemix under Section 4.1 above with respect to Net Sales of such Product.

5

ROYALTY REPORTS AND ACCOUNTING

5.1

Royalty Reports . During the term of this Agreement following the First Commercial Sale of a Product, Aptamera shall furnish to Archemix a [***] written report showing in reasonably specific detail the calculation of royalties owing with respect to the sale of Products by Aptamera and its Affiliates for the reporting period. During the term of this Agreement, Aptamera shall also furnish to Archemix a quarterly written report for any quarter in which Aptamera or its Affiliates receives any Net Revenue showing in reasonably specific detail the

calculation of any royalty owing with respect to the Net Revenue received by Aptamera or its Affiliates for the reporting period. With respect to sales of Products invoiced in United States dollars, all amounts shall be expressed in United States dollars. With respect to sales of Products invoiced in a currency other than United States dollars, all amounts shall be expressed in the domestic currency of the party making the sale together with the United States dollar equivalent. The United States dollar equivalent shall be calculated using the average of the exchange rate (local currency per US$1) published in The Wall Street Journal, Eastern Edition, under the heading "Currency Trading" on the last business day of each month during the applicable calendar quarter. Reports shall be due on the [***] day following the close of each [***]. Aptamera shall keep complete and accurate records in sufficient detail to enable the royalties payable hereunder to be determined.

5.2

Audits .

5.2.1

Upon the written request of Archemix and not more than [***] in each [***], Aptamera shall permit an independent certified public accounting firm of nationally recognized standing selected by Archemix and reasonably acceptable to Aptamera, at Archemix’ expense, to have access during normal business hours to such of the records of Aptamera as may be reasonably necessary to verify the accuracy of the royalty reports for any year ending not more than [***] months prior to the date of such request. The accounting firm shall disclose to Archemix only whether or not the reports are correct and the amount of any discrepancies. No other information shall be shared.

5.2.2

If such accounting firm concludes that additional royalties were owed during such period, Aptamera shall pay the additional royalties within [***] days of the date Archemix delivers to Aptamera such accounting firm’s written report so concluding. The fees charged by such accounting firm shall be paid by Archemix; provided , however , if the audit correctly discloses that the royalties payable by Aptamera for the audited period are more than [***] percent ([***]%) of the royalties actually paid for such period, then Aptamera shall pay the reasonable fees and expenses charged by such accounting firm.

5.3

Confidential Financial Information . Archemix shall treat all financial information subject to review under this Section 5 as confidential, and shall cause its accounting firm to retain all such financial information in confidence under Section 10 below.

6

PAYMENTS

6.1

Payment Terms . Royalties shown to have accrued by each royalty report provided for under Section 5.1 above shall be due on the date such royalty report is due. Payment of royalties in whole or in part may be made in advance of such due date.

6.2

Exchange Control . If at any time legal restrictions prevent the prompt remittance of part or all royalties with respect to any country worldwide where the Product is sold, Aptamera shall have the right, in its sole discretion, to make such payments by depositing the amount thereof in local currency to Archemix’s account in a bank or other depository institution in such country. If the royalty rate specified in this Agreement should exceed the permissible rate established in any country, the royalty rate for sales in such country shall be adjusted to the highest legally permissible or government-approved rate.

6.3

Withholding Taxes . Aptamera shall be entitled to deduct the amount of any withholding taxes, value-added taxes or other taxes, levies or charges with respect to such amounts, payable by Aptamera, its Affiliates or sublicensees, or any taxes required to be withheld by Aptamera, its Affiliates or sublicensees, to the extent Aptamera, its Affiliates or sublicensees pay to the appropriate governmental authority on behalf of Archemix such taxes, levies or charges. Aptamera shall use reasonable efforts to minimize any such taxes, levies or charges required to be withheld on behalf of Archemix by Aptamera, its Affiliates or sublicensees. Aptamera promptly shall deliver to Archemix proof of payment of all such taxes, levies and other charges, together with copies of all communications from or with such governmental authority with respect thereto.

7

RESEARCH AND DEVELOPMENT OBLIGATIONS

7.1

Research and Development Efforts By Aptamera . Aptamera shall use commercially reasonable efforts and shall bear all costs it incurs to research, develop and commercialize such Products as Aptamera determines are commercially feasible, as described in Schedule B .

7.2

Research and Development Efforts By Archemix . Archemix shall use commercially reasonable efforts to provide assistance in the form of consulting at no charge to Aptamera on commercial development and manufacture of the Products, especially AGRO100 Derivatives, as outlined in Schedule B .

8

PROGRESS REPORT AND COMMERCIAL APPLICATION

8.1

Progress Report. On or before February 28 and August 30 of each year, commencing as of August 30, 2003 and ending on August 30 of the calendar year following the calendar year in which Aptamera, its Affiliates or sublicensees first begins to market any product or service utilizing the Licensed IP Rights, Aptamera shall provide a semi-annual progress report to Archemix, each report covering the [***] month period preceding the due date of the report. Thereafter, Aptamera shall provide such reports on an annual basis covering the [***] month period

preceding the due date of the report. Each report shall describe any Aptamera Improvements, notice of any patents filed by Aptamera in connection with any Aptamera Improvements and the progress made by Aptamera, its Affiliates or sublicensees toward the commercial development of any products or services utilizing the Licensed IP Rights. Such report shall include at a minimum, information reasonably sufficient to enable Archemix to satisfy its reporting obligations to Gilead under the Gilead-Archemix License Agreement with respect to this Agreement, including any reporting obligations of the U.S. Government, and to assess the progress made by Aptamera toward meeting the diligence requirements of Section 8.2 below.

8.2

Commercial Application. Aptamera, either directly or with and through the efforts of its Affiliates and sublicensees, shall at all times use commercially reasonable efforts to proceed with the development, manufacture and sale of products and services utilizing the Licensed IP Rights, including, without limitation, maintaining sufficient facilities, resources and personnel to fulfill its obligations under this Agreement. In the event that Aptamera, its Affiliates, assignees and sublicensees cease reasonable efforts to develop the commercial applications of the products and services utilizing the Licensed IP Rights for a period of at least [***] months Archemix will have the option, at its sole discretion, to terminate this Agreement pursuant to Section 12.2 below. In such event, Archemix may exercise its option; provided that (a) Archemix delivers advance written notice of its decision to exercise such option to force a reversion of the technology to Archemix, and (b) for a period of [***] months following Aptamera’s receipt of such notice, Aptamera, its Affiliates, and all assignees and sublicensees, shall have the right and opportunity to cure the alleged cessation of such reasonable commercial development. Aptamera acknowledges and agrees that under the URC License Agreement and the Gilead-Archemix License Agreement, Archemix’s rights in the Licensed IP Rights may revert to Gilead or the UTC if Archemix, its Affiliates and all assignees and sublicensees cease reasonable efforts to develop the commercial applications of the products and services utilizing the Licensed IP Rights.

Aptamera further acknowledges and agrees that, in the event of any termination of the URC License Agreement, the sublicenses granted to Aptamera hereunder shall remain in full force and effect in accordance with Section 3.4 of the URC License Agreement, provided that Aptamera is not then in breach of this Agreement and agrees to be bound to UTC as a licensor under the terms and conditions of this Agreement.

Aptamera further acknowledges and agrees that, in the event of any termination of the Gilead-Archemix License Agreement, the sublicenses granted to Aptamera hereunder shall remain in full force and effect in accordance with Section 2.3 of the Gilead-Archemix License Agreement provided that Aptamera agrees to be bound to Gilead as a licensor under the terms and conditions of this Agreement and provided that if the termination of the Gilead-Archemix License Agreement arises out of the action or inaction of Aptamera, Gilead, at its option, may terminate such sublicense.

9

ARCHEMIX RIGHT OF FIRST REFUSAL

9.1

Marketing Rights. Aptamera shall have the sole and exclusive right to market the Products worldwide and to enter into such agreements with respect to the transfer of such marketing rights as it deems appropriate in its sole discretion. However, if and to the extent that Aptamera intends to commence negotiations with one or more Third Parties with respect to potential collaborations that may result in a transfer of U.S. marketing rights with respect to one or more Products (a "Marketing Agreement"), Aptamera shall give written notice (a "Right of First Refusal Notice") to Archemix that shall include a statement of the minimum terms that Aptamera expects that it will accept for the Marketing Agreement (the "Minimum Terms").

9.2

Good Faith Election and Negotiations. Upon receipt of the Right of First Refusal Notice, if Archemix determines in good faith, subject to due diligence, that it would like to enter into a Marketing Agreement with Aptamera upon terms which are at least as favorable to Aptamera as the Minimum Terms, Archemix shall be entitled to give written notice to Aptamera that it elects to exercise its right to enter into negotiations (an "Affirmative Notice") to enter into a Marketing Agreement upon terms which are equal to or better than the Minimum Terms. If Archemix does not deliver a written Affirmative Notice to Aptamera within [