LICENSE AGREEMENT

This License Agreement dated for reference August 13, 2003 made

BETWEEN:

INNEXUS BIOTECHNOLOGY INTERNATIONAL LIMITED a company incorporated under the laws of Barbados having an office Parker House, Wildey Business Park, Wildey Road, St. Michael, Barbados  and its affiliate Companies (INNEXUS),

AND:

CORIXA CORPORATION, a corporation incorporated under the laws of the state of Washington having and office at 1124 Columbia Street, Suite 200, Seattle, WA, U.S.A. 98104

 ("CORIXA").

WHEREAS

A.

 INNEXUS holds the patents for the next-generation technology platform for enhancement of monoclonal antibodies known as SuperAntibody Technology or SAT Technology;

B.

CORIXA, through its divisions and/or subsidiaries, is a developer of immunotherapeutics and, among other things, is engaged in the development, production and commercialization of monoclonal antibody based pharmaceuticals; and

C.

INNEXUS and CORIXA desire to enter into a license agreement for the worldwide development and marketing of certain monoclonal antibody products, modified by SAT Technology, for human use on the terms and conditions set out herein;

NOW, THEREFORE, in consideration of the mutual premises and the covenants and obligations set forth in this Agreement, and other good and valuable consideration, the parties hereby agree as follows:

1

1

DEFINITIONS

1.1

Where used herein:

(a)

Affiliate means:

(i)

An organization fifty percent (50%) or more of the voting stock of which is owned and/or controlled directly or indirectly by a party to this Agreement;

(ii)

An organization which directly or indirectly owns and/or controls fifty percent (50%) or more of the voting stock of a party to this Agreement; or

(iii)

An organization, which is directly or indirectly under common control with a party to this Agreement through common share holdings.

(b)

BLA shall mean a Biologic Product License Application, filed with the FDA after completion of multi-centered clinical trials for efficacy, to gain approval for marketing in the United States;

(c)

Bulk Product means all bulk forms of the active ingredient of Product.

(d)

Business Day means any day other than a Sunday, a Saturday or a day recognized by statute as a holiday in the state of Washington, the province of British Columbia or in Barbados;  

(e)

CORIXA Antibody means any monoclonal antibody, for which CORIXA has exercised its Option under Section 7 of the Research Agreement.

(f)

Development Costs means those costs associated with the research and clinical development of Products as determined in accordance with GAAP;

(g)

Drug Master File means a drug master file maintained by the FDA with respect to a prospective product for which Regulatory Approval is sought;

(h)

Electronic Communication means telefax, teletype or other means of electronic communication producing a printed copy but, for greater clarity, shall not include e-mail unless the other party acknowledges receipt of same in writing;

(i)

Effective Date means the date this Agreement will take effect;

(j)

FDA means the Food and Drug Administration in the USA and equivalent governmental agencies outside the USA;

(k)

Field of Use means modification of a CORIXA Antibody utilizing SAT Technology for the prevention, treatment, or therapeutic use in diseases reactive with the antibody;

(l)

Finished Product means all finished, packaged final dosage units of Product;

(m)

Immunoconjugates shall mean monoclonal antibodies conjugated with an autophillic peptide thru linkage to a nucleotide binding site, tryptohane binding site or N-linked carbohydrate;

(n)

IND  shall mean an Investigational New Drug Application to enter clinical trials for any Product;

(o)

Information means any and all materials, including biological materials,  trade secrets or other information related to the development, making, having made, using, offering for sale, selling or importing Product (including, without limitation, Technical Information and business information or objectives) which is disclosed by one party to the other party;

(p)

Improvements means, collectively, versions, releases, enhancements, modifications, alterations, updates, corrections, processes, systems, or fixes to any of the INNEXUS Intellectual Property Rights (including without limitation the filing of any patent, copyright, trademark, trade name, or service mark application), which are developed by or on behalf of INNEXUS or a sub-licensee for use in conjunction with the INNEXUS Intellectual Property Rights, in whole or in part, and any and all partial or intermediate versions thereof, and any and all derivative works thereof, and any and all know-how, trade secrets and other proprietary information thereof;

(q)

Indebtedness means any and all advances, debts, duties, endorsements, guarantees, liabilities, obligations, responsibilities and undertakings of a person assumed, created, incurred or made, whether voluntary or involuntary, however incurred or made, whether voluntary or involuntary, however arising, whether due or not due, absolute, inchoate or contingent, liquidated or unliquidated, determined or undetermined, direct or indirect, express or implied, and whether such persons may be liable individually or jointly with others;

(r)

INNEXUS Intellectual Property Rights means any right, title and interest of INNEXUS, whether held directly, indirectly, in to or respecting the INNEXUS Patents and INNEXUS Know How, together with patented or unpatented discoveries, inventions, confidential information, data, methods, procedures, results of experimentation, know how or other tangible or intangible rights and any other INNEXUS Intellectual Property Rights pertaining to the SAT Technology, including any improvement to the aforementioned inventions, Patents, or discoveries, which are held by INNEXUS or in which INNEXUS has a right to acquire any interest or which held for the benefit of INNEXUS, as of the date of execution hereof or which may be acquired by INNEXUS prior to the Effective Date, including the INNEXUS Intellectual Property Rights set forth in Schedule A;

(s)

INNEXUS Know-how means all know-how (including Technical Information controlled by INNEXUS) owned by or licensed (with the right to grant sublicenses) to INNEXUS on the Effective Date or at any time during the Term of the Agreement, relating to the making, having made, using, offering for sale, selling and importing of a Product;

(t)

INNEXUS Patents means:

(i)

all Patents (including any patent applications and provisional applications) owned by or licensed (with the right to grant sublicenses) to INNEXUS as of the Effective Date which are set out in Appendix A, including any division, continuation or continuation-in-part thereof, and any patent issuing thereon, and including any reexaminations or reissues thereof, and other pending applications, and any process or component thereof falling within the scope of any claim or claims thereof applicable to the INNEXUS Intellectual Property Rights ;

(ii)

and all Patents acquired by INNEXUS after the Effective Date which INNEXUS, in its sole discretion, and subject to CORIXA's agreement, chooses to include within the scope of this Agreement as indicated by and updated Appendix A which has been approved in writing by both parties (which may be evidence by the signatures of their respective signatories thereon);

(u)

Launch of Product means the first date upon which a Product is shipped commercially by CORIXA to an independent third party in a country, after Regulatory Approval in that country has been granted;

(v)

License means the license rights granted to CORIXA under section 2.1 hereof;

(w)

Licensed Technology means all right, title and interest in and to the INNEXUS Intellectual Property Rights and other proprietary information and intellectual property listed and described on Exhibit A, attached hereto, as may be amended from time to time in accordance with the provisions of this Agreement;

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