THIS LICENSE AGREEMENT is made and entered into as of January 28, 2002

(the "Effective Date"), among THE UNIVERSITY OF NORTH CAROLINA AT CHAPEL HILL

(hereinafter referred to as "UNC"), AUBURN UNIVERSITY, DUKE University, GEORGIA

STATE UNIVERSITY RESEARCH FOUNDATION, INC. (hereinafter all of the foregoing

entities, including UNC, shall be collectively referred to as the "Licensors"),

and IMMTECH INTERNATIONAL, INC., a corporation organized and existing under the

laws of the State of Delaware (hereinafter referred to as "Licensee").



                               W I T N E S S E T H



      WHEREAS, as anticipated by that certain Formation of Research

Collaboration Letter Agreement effective January 15, 1997, as amended by (a)

that certain Amendment to Letter Agreement effective as of October 15, 1997, (b)

that certain Second Amendment to Letter Agreement effective as of January 15,

1998, and executed in May, 1998 (the "Second Amendment"), (c) that certain Third

Amendment to Letter Agreement effective as of October 1, 1998, and executed in

January, 1999 (the "Third Amendment"), (d) that certain Fourth Amendment to

Letter Agreement effective as of October 1, 1998, and executed in March, 1999,

(e) that certain Addendum to Fourth Amendment to Letter Agreement executed in

April, 1999, and (f) that certain Second Addendum to Fourth Amendment to Letter

Agreement executed in April, 1999 (collectively with all such amendments and

addenda, the "1997 Letter Agreement"), between UNC on behalf of the Licensors,

Licensee and Pharm-Eco Laboratories, Inc. ("Pharm-Eco"), Licensee completed its

initial public offering (the "IPO"), which became effective on or about April

28, 1999.



      WHEREAS, it was anticipated in the 1997 Letter Agreement that upon

completion of its IPO, Licensee and the Licensors would enter into an agreement

with respect to the licensing of the Future Compounds (as defined below).



      WHEREAS, each of the Licensors has, by separate agreement, authorized UNC

to negotiate this Agreement on their behalf, and by the signature of their

authorized representatives below, hereby consent to UNC's assuming, on the

Licensors' behalf, certain duties and responsibilities as set forth herein.



      NOW, THEREFORE, for and in consideration of the covenants, conditions, and

undertakings hereinafter set forth, it is agreed by and between the parties as

follows:



1.    DEFINITIONS



      1.1 "Affiliate" means, with respect to any particular Person, any other

Person which controls, is controlled by, or is under common control with such

particular Person. A Person shall be regarded as in control of another Person if

the first Person owns or controls, directly or indirectly, at least fifty

percent (50%) of the voting stock (or other voting equity) of the second Person.

In the case of a Non-Profit Entity, control will be deemed to exist if any

Person





                                      -1-

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possesses, directly or indirectly, the power to direct or cause the direction of

the management and policies of such Non-Profit Entity.



      1.2 "Current Compounds" means all technology and compounds owned by one or

more of the Licensors and either licensed or optioned to Pharm-Eco as of the

date of the 1997 Letter Agreement or set forth on Exhibit A to the 1997 Letter

Agreement.



      1.3 "Future Compounds" means all technology and compounds developed or

invented by one or more of the Licensors which either (a) was developed or

invented subsequent to January 15, 1997, (i) through use of Licensee-sponsored

research funding, (ii) through use of Governmental Funding made available to any

of the Licensors, (iii) through use of funds expended by Licensee or obtained

through Licensee's efforts or assistance, including, without limitation, all of

the funds provided (and to be provided) by the Bill & Melinda Gates Foundation

(pursuant to that certain grant made by that certain letter dated November 8,

2000, between the Bill & Melinda Gates Foundation and UNC (the "Gates Grant"))

and any other charitable or non-profit organization which Licensee introduces to

any of the Licensors and which funds a research program in which Licensee is a

participant, (iv) for which Licensee funded any third party research or testing

previously approved by any of the Licensors, (v) for which Licensee has funded,

or agreed or committed to fund, any patent applications or the maintenance of

any patents or patent applications, or (vi) by Dr. Richard Tidwell's or Dr.

David Boykin's laboratories at UNC and Georgia State University, respectively,

and are dications or related molecules and were not or are not developed through

the use of any funding from any governmental agency or authority, other than

Governmental Funding, and for which the Licensors have the right to include in

this Agreement, or (b) was developed or invented on or prior to January 15,

1997, through use of National Cooperative Drug Development Grants or funding and

which were not, as of such date, licensed to Pharm-Eco pursuant to that certain

License Agreement dated August 25, 1993, between UNC and Pharm-Eco, or which are

otherwise not Current Compounds.



      1.4 "Governmental Funding" means (a) that certain National Cooperative

Drug Development Grant awarded to the Licensors and Pharm-Eco during the period

from 1993 to 1997, and (b) any Small Business Innovation Research grant or Small

Business Technology Transfer ("STTR") grant which was or is applied for jointly

by Licensee and any one or more of the Licensors.



      1.5 "Licensed Field" means, and is limited to, the practice of the Future

Compounds (and the Current Compounds, if covered under this Agreement pursuant

to Section 26.1) for all fields of use.



      1.6 "Licensed Products" means any method, procedure, product, or component

part thereof whose manufacture, use or sale includes any use of University

Technology or is covered by one or more valid and unexpired claims of the Patent

Rights.



      1.7 "Licensed Territory" means the entire world.



      1.8 "Net Sales" means the total Net Sales Price of Licensed Products sold

by Licensee and its Affiliates, after deducting actual allowances for returned

or defective goods, less





                                      -2-

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discounts. Licensed Products will be considered sold when billed out, when

delivered, or when paid for before delivery, whichever first occurs. Net Sales

shall not include sales for pre-clinical or clinical trial purposes.



      1.9 "Net Sales Price" means the actual sales receipts, less any charges

for (a) sales taxes, tariffs, duties or other taxes separately stated on the

invoice, and (b) shipping and insurance charges.



      1.10 "Non-Profit Entity" means (a) any entity, agency or organization that

is not an Affiliate of Licensee and that purchases any Licensed Product in bulk

for distribution or use in developing countries, or (b) any non-profit or

charitable entity, agency or organization that is not an Affiliate of Licensee.

Developing countries shall include countries which have a Per Capita GDP less

than the Per Capita GDP Threshold.



      1.11 "Patent Rights" means the rights of any Licensor in (a) any U.S.

patents and/or patent applications which cover, or relate to, the Future

Compounds, and/or their use or manufacture, and which are owned, exclusively

licensed, or otherwise controlled by the Licensors, and which patents and/or

patent applications were filed prior to or are filed during the term of this

Agreement, (i) for which such Licensor has the right to grant a license

hereunder, and (ii) for which the inventions claimed therein were made in the

performance of research funded through the use of (A) Licensee-sponsored

research funding under a sponsored research agreement, (B) Governmental Funding

made available to any of the Licensors, or (C) funds expended by Licensee or

obtained through Licensee's efforts or assistance, including, without

limitation, all of the funds provided (and to be provided) by the Gates Grant

and by any other charitable or non-profit organization which funds a program in

which both Licensee and any Licensor are participants, and (b) any

continuations, continuations in part, divisionals, provisionals, continued

prosecution applications, or reissues thereof, any PCT application corresponding

to any of the foregoing, and any patents and patent applications (or their

functional equivalents) in foreign countries corresponding to any of the

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