24b-2 of the Securities Exchange Act of 1934, as amended.



                                LICENSE AGREEMENT







                          DATED AS OF JANUARY 28, 2002







                                      AMONG







                 THE UNIVERSITY OF NORTH CAROLINA AT CHAPEL HILL



                                AUBURN UNIVERSITY



                                 DUKE UNIVERSITY



               GEORGIA STATE UNIVERSITY RESEARCH FOUNDATION, INC.



                                       AND



                           IMMTECH INTERNATIONAL, INC.











================================================================================







{PAGE}







                                LICENSE AGREEMENT





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

direction of the management and policies of such Non-Profit Entity.





                                      -1-





{PAGE}





      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 [ ** ].



      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 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,



--------

 **      Confidential Treatment Requested.





                                      -2-





{PAGE}





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

foregoing, in each case subject to the statutory rights of the United States

Government in inventions which were made in the performance of research which it

funded. As of the Effective Date, the patents and patent applications included

in the Patent Rights are set forth in Exhibit A attached hereto.



      1.12 "Per Capita GDP" means, for any particular country, the per capita

gross domestic product of such country, as determined by the Statistics Division

of the United Nations Secretariat and International Labour Office (or any

successor thereto), for the most recent year for which such data is then

available.



      1.13 "Per Capita GDP Threshold" means, for any particular country, the

amount of $10,000; provided, however, that, for each year after 1998 for which

both the per capita gross domestic product for such country and the annual

inflation rate for such country (in each case as determined by the Statistics

Division of the United Nations Secretariat and International Labour Office (or

any successor thereto)) is then available, such threshold amount shall be

increased by the annual inflation rate for such country for each such year after

1998, such that such threshold amount is compounded on an annual basis by the

annual inflation rate for such country.



      1.14 "Person" means any natural person or any corporation, company,

partnership, limited liability company, trust, estate, association,

unincorporated association, governmental authority, custodian, nominee, or any

other individual entity or organization in its own or any representative

capacity, or other entity.



      1.15 "University Technology" means any published or unpublished research

and development information, know-how, and technical data (but excluding any

Patent Rights) which is in the possession of any of the Licensors or their

respective employees on or after the Effective Date, or which is developed by

any Licensor during the term of this Agreement, (a) for which any Licensor has

the right to grant a license hereunder, (b) which is necessary for the practice,

use or further development of the Future Compounds, and (c) which resulted,

results, was developed, or is developed through the use of (i)

Licensee-sponsored research funding under a sponsored research agreement, (ii)

Governmental Funding made available to any of the Licensors, or (iii) 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.



      1.16 "Force Majeure" means prevention or delay in the performance of a

party's obligations under this Agreement if such prevention or delay is by any

cause beyond such party's





                                      -3-

{PAGE}





control, including, but not limited to, acts of God, fire, explosion, disease,

weather, war, insurrection, civil strife, riots, government action, or power

failure. Performance shall be excused only to the extent of and during the

reasonable continuance of such disability.



2. GRANT OF LICENSES AND TERM



      2.1 The Licensors hereby grant to Licensee and to Licensee's Affiliates,

to the extent of the Licensed Territory, a non-exclusive right and license to

use University Technology in the Licensed Field and the non-exclusive right to

make, use and sell Licensed Products incorporating (or manufactured using) such

University Technology in the Licensed Field, subject to all the terms and

conditions of this Agreement (the "Technology License"). Licensee may, subject

to the prior written approval of UNC on behalf of the Licensors, which approval

shall not be unreasonably withheld or delayed, grant sublicenses of the

Technology License and its rights under this Section 2.1. Sublicensees of

Licensee may not, unless permitted by the terms of the sublicense agreement,

further sublicense the rights granted to it in such sublicense agreement without

the approval of UNC (on behalf of the Licensors), which approval may not be

unreasonably withheld or delayed.



      2.2 The Licensors hereby grant to Licensee and to Licensee's Affiliates,

to the extent of the Licensed Territory, the exclusive license under and to the

Patent Rights and the exclusive right to make, use and sell Licensed Products

incorporating (or manufactured using) such Patent Rights (and not including any

University Technology) in the Licensed Field, upon the terms and conditions set

forth in this Agreement (the "Patent License", and collectively with the

Technology License, the "Licenses"). Licensee may, subject to the prior written

approval of UNC on behalf of the Licensors, which approval shall not be

unreasonably withheld or delayed, grant sublicenses of the Patent License and

its rights under this Section 2.2. Sublicensees of Licensee may not, unless

permitted by the terms of the sublicense agreement, further sublicense the

rights granted to it in such sublicense agreement without the approval of UNC

(on behalf of the Licensors), which approval may not be unreasonably withheld or

delayed.



      2.3 Each of the Licenses granted herein is for a term beginning on the

Effective Date and, unless terminated sooner as provided in this Agreement,

ending at the expiration of the last to expire patent included in the Patent

Rights.



      2.4 Licensee shall not disclose any item of unpublished University

Technology furnished by the Licensors to Licensee pursuant to Section 2.1 above

to third parties during the five (5) year period commencing on the date that

such item of unpublished University Technology is first furnished to Licensee,

provided, however, that disclosure may be made of any such item of University

Technology at any time: (a) with the prior written consent of UNC (on behalf of

the Licensors), which shall not be unreasonably withheld or delayed, or (b)

after such item shall have become public through no fault of Licensee, or (c) if

such item was known by Licensee at the time of the disclosure, as shown by

documents in existence at such time, or (d) to the Securities and Exchange

Commission, the NASD, NASDAQ, the Food and Drug Administration, and any other

U.S. or foreign governmental or regulatory agency or authority to which such

disclosure is necessary or advisable, in which case, if such disclosure is

advisable but not necessary, then Licensee shall (1) obtain the consent of UNC

on behalf of the Licensors, which consent shall not be unreasonably withheld or

delayed, and (2) to the extent practicable,





                                      -4-

{PAGE}





request confidential treatment of such disclosed University Technology by the

receiving agency or authority, or (e) to any sublicensees who have agreed to

terms no less restrictive than those in this Section, or (f) if required by law,

a court of competent jurisdiction, or any governmental or regulatory agency or

authority.





      2.5 The Licensors each represent and warrant to Licensee, as of the date

they execute and deliver this Agreement, that (a) they have the authority,

right, and power to grant to Licensee the Licenses (and the rights thereunder)

under this Agreement, (b) to the best of their knowledge, after reasonable

inquiry, there are no agreements, statutes, rules or regulations prohibiting,

restricting, or modifying such grant or limiting the Patent Rights or University

Technology covered by such Licenses, and (c) to the best of their knowledge,

after reasonable inquiry, they have not granted, sold or otherwise transferred

to any Person any licenses or other rights to any of the Patent Rights or

University Technology or Future Compounds which might reasonably be expected to

conflict with or limit the rights and Licenses granted to Licensee under this

Agreement. Notwithstanding the foregoing, any and all Licenses granted hereunder

are subject to the statutory rights of the United States Government which arise

out of its sponsorship of the research which led to the discovery or development

of Future Compounds licensed herein. Notwithstanding anything else contained in

this Agreement, each of the Licensors shall, during the term of this Agreement,

use its best efforts not to sell, grant, license, sublicense, or otherwise

transfer to any third party any rights to any Future Compounds or Patent Rights

(or to any University Technology on an exclusive basis) (or to anything that

would be a Future Compound, Patent Right or item of University Technology but

for such sale, grant, license, sublicense, or other transfer) which might

impair, limit or conflict with the rights granted to Licensee pursuant to the

Licenses (or which would have been granted to Licensee but for such sale, grant,

license, sublicense, or other transfer) and the other provisions of this

Agreement. If any Licensor becomes aware that it has entered into any

transaction described in the preceding sentence, then it shall promptly notify

Licensee of such transaction and state the other party to and the principal

terms of such transaction, and it shall take all reasonable efforts to negotiate

an agreement with such third party to reduce as much as practicable the

impairment, limitation or conflict with the rights granted to Licensee (or which

would have been granted to Licensee but for such transaction) under this

Agreement which such transaction has created. Licensee shall, shortly after the

execution and delivery of this Agreement, prepare a "plain English" summary of

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