LICENSE AND COMMERCIALIZATION AGREEMENT

THIS LICENSE AND COMMERCIALIZATION AGREEMENT including the exhibits referred to herein and attached hereto which are hereby incorporated by reference (the ?Agreement?), entered into as of May 13, 2004, by and between NeuroSystec Corporation, a Delaware corporation having a principal place of business located at Mann Biomedical Park, 25134 Rye Canyon Loop, Suite 370, Valencia, CA 91355 (?NeuroSystec?) and DURECT Corporation, a Delaware corporation having a principal place of business located at 10240 Bubb Road, Cupertino, California 95104 (?DURECT?).

RECITALS

A. WHEREAS, DURECT owns or has rights to certain information and data relating to the development of [***], including rights in the Field (as defined below) and has conducted certain pre-clinical investigations regarding same.

B. WHEREAS, DURECT has licensed certain rights to Active Agents as locally delivered therapeutics in the Field with rights to sublicense to NeuroSystec pursuant to [***].

C. WHEREAS, DURECT owns or has rights to certain proprietary technology for site-specific and time-released delivery of drugs, defined below as the DURECT Drug Delivery Platforms.

D. WHEREAS, NeuroSystec desires to research, develop and commercialize one or more Active Agents in the Field, possibly in connection with a DURECT Drug Delivery Platform.

E. WHEREAS, DURECT desires to grant certain rights and licenses to NeuroSystec for the development and commercialization of Active Agents in the Field, including rights under the DURECT Drug Delivery Platforms.

F. WHEREAS, DURECT desires to assist NeuroSystec in the development of Active Agents in the Field in accordance with the terms and conditions herein set forth.

G. WHEREAS, NeuroSystec desires to purchase from DURECT supplies of the DURECT Drug Delivery Platforms, in each case to the extent desired by NeuroSystec in the commercialization of Active Agents in the Field.

NOW, THEREFORE, in consideration of the mutual covenants and obligations set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, NeuroSystec and DURECT hereby agree as follows:

As used in this Agreement, the following terms shall have the meanings indicated herein:

1.1. ?Active Agent? shall mean the compounds disclosed in the Joint Patent Rights for use in the Field.

1.2. ?Affiliate? shall mean, with respect to any Person, any other Person that, directly or indirectly, through one or more intermediates, is controlled by, controls, or is under common control with such Person, as of or after the Effective Date. For purposes of this definition only, the term ?control? means the possession of the power to direct or cause the direction of the management and policies of an entity, whether by ownership of voting stock or partnership interest, by contract or otherwise, including, without limitation, direct or indirect ownership of fifty percent (50%) or more of the voting interest in the entity in question.

1.3. ?Approval? shall mean the approval, including pharmacological, toxicological, and clinical approvals, which need to be granted by the relevant governmental authorities of a territory, for importation, promotion, distribution, sale, and administration thereof to patients of a Licensed Product in such territory (including, without limitation, an NDA or PMA granted by the FDA, including variations, extensions, and renewals thereof).

1.4. ?Combination Product? shall mean a Licensed Product sold in combination with one or more commercially available products, which are sold separate from the Licensed Product by NeuroSystec or a third party in the ordinary course of business (such one or more commercially available product or products shall hereinafter be referred to collectively as the ?Combination Component?). By way of example and without limitation, the following would be a Combination Product: [***].

1.5. ?Commercially Reasonable Efforts? shall mean a level of effort that would ordinarily be applied by a company of similar size and assets in developing, registering and marketing pharmaceutical or medical device products of a similar market potential, profit potential, strategic value and of similar scientific and regulatory risks.

1.6. ?Confidential Information? shall have the meaning set forth in Section 11.1 below.

1.7. ?Control? or ?Controlled? shall mean owned or in-licensed from a Third Party, with the ability to grant access to or a license or sublicense to NeuroSystec in accordance with this Agreement without violating the terms of any agreement or other arrangement with any Third Party.

1.8. ?Deductible Expenses? shall mean to the extent actually incurred or allowed with respect to any sale of a Licensed Product: [***]

1.9. ?DURECT Data? shall mean all data and information owned or Controlled by DURECT as of or after the Effective Date related to the development, manufacturing, administration and use of Active Agent, the Joint Patent Rights, and any DURECT Drug Delivery Platforms, in each case in the Field, including but not limited to pre-clinical and clinical

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