OMITTED INFORMATION IS THE SUBJECT OF A REQUEST FOR CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. Licen

OMITTED INFORMATION IS THE SUBJECT OF A REQUEST FOR

CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 UNDER THE SECURITIES EXCHANGE ACT

OF 1934 AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE

License and Cooperation Agreement

60314 Frankfurt am Main

750 Lexington Avenue, 26th Floor

New York, New York 10022

Whereas, Zentaris is the owner of certain patents and know-how relating

to a compound known as Perifosine ;

Whereas, AOI desires to obtain certain licenses from Zentaris to develop

and commercialize Perifosine under the aforesaid patents and know-how, and

Zentaris is willing to grant to AOI such licenses;

Now, Therefore, in consideration of the foregoing, the parties to this

Agreement do agree as follows:

For purposes of this Agreement, the following terms

shall have the following meanings:

1.1 Affiliate shall mean and include in

relation to each Party, any person, firm, corporation or other entity: (i) if

at least fifty percent (50%) of the voting stock or other equity interest

thereof is owned, directly or indirectly, by that Party; (ii) which owns,

directly or indirectly, at least fifty percent (50%) of the voting stock or

other equity interest of that Party; or (iii) if at least fifty percent

(50%) of the voting stock or other equity interest thereof is owned, directly

or indirectly, by a person, firm, corporation or other entity that owns,

directly or indirectly, at least fifty percent (50%) of the voting stock or

other equity interest of that Party.

1.2 Agreement shall mean this agreement and

all Exhibits attached hereto, and the terms herein , hereunder , hereto and

such similar expressions shall refer to this Agreement.

1.3 Confidential Information shall mean and

include all know-how, data and information, not in the public domain, relating

to the Contract Products or Perifosine, the Field, or the business, affairs,

research and development activities, results of clinical trials, national and

multinational regulatory proceedings and affairs, finances, plans, contractual

relationships and operations of the Parties.

1.4 Contract Products shall mean and include

all pharmaceutical products, whether as mono-preparations or

combination-preparations, with Perifosine as an active ingredient, for use in

the Field, in any form of administration whatsoever, where the development,

manufacture, use, sale, offer for sale, or importation thereof by or for AOI is

covered by a Valid Claim of Zentaris Patent Rights.

1.5 Co-ordination Committee shall mean the

committee established pursuant to Section 5 hereof.

1.6 CRADA shall mean the Cooperation

Research and Development Agreement (CACR-0774) prepared by the Technology

Development and Commercialization Branch of the National Cancer Institute

regarding the clinical development of Perifosine.

1.7 Development Data shall mean reports of

clinical studies and all other documentation containing or embodying any

pre-clinical, clinical and CMC data relating to the application for Regulatory

Approval for the Contract Products and/or Perifosine or the use of the Contract

Products and/or Perifosine in the Field, including, but not limited to,

registration dossiers.

1.8 Effective Date of this Agreement shall

mean the date on which this Agreement is executed by the duly authorized

representatives of each of the parties hereto.

1.9 Field shall mean the development and

commercialization of Perifosine and Contract Products for human therapeutic

Commercial Sale shall mean in relation to each country within the Territory,

first sale by AOI or its Affiliates, licensees, or distributors of any of the

Contract Products for use in any of the indications in the Field in that

country, after obtaining all of the applicable Regulatory Approvals.

to the Contract Products or Perifosine shall mean and include any and all

Inventions, and any and all changes, modifications and amendments to Zentaris

Know-How which: (i) improve the performance or efficacy of the Contract

Products or Perifosine; (ii) reduce any side effects, drug

interactions or other adverse effects of the

Contract Products or Perifosine; or (iii) reduce the cost and/or increase

the efficiency or productivity of the manufacturing and production processes

for the Contract Products or Perifosine.

Event shall mean any event whereby a party: (i) becomes insolvent or

bankrupt; (ii) makes an assignment for the benefit of its creditors; (iii) has

a trustee or receiver for all or a substantial part of its property appointed;

or (iv) has any case or proceeding or other action commenced or taken

against or by it in bankruptcy or otherwise seeking reorganization,

liquidation, dissolution, winding-up, arrangement, composition or readjustment

of its debts or any relief under any bankruptcy, insolvency, reorganization or

other similar act or law of any jurisdiction now or hereinafter in effect.

shall mean and include any and all inventions and discoveries which are, or may

be, patentable or otherwise protectable under the patent or other intellectual

property laws of any country, which relate to Perifosine and the Contract

Products, and which are conceived, discovered or reduced to practice during the

continuance of this Agreement.

shall mean the National Cancer Institute, Rockville, Maryland, United States of

Sales shall mean the amount invoiced by AOI, its Affiliates, its licensees,

sublicensees or distributors on account of sales of Contract Products to Third

Parties in the Territory, less the following deductions to the extent (except

in the case of (v) below) actually allowed or specifically allocated to

the Contract Products by the selling party using generally accepted accounting

excise taxes and duties paid or allowed by the selling party and any other

governmental charges imposed upon the production, importation, use or sale of

such Contract Products;

quantity and cash discounts allowed on Contract Products;

or credits to customers on account of rejection or return of Contract Products

or on account of retroactive price reductions affecting such Contract Products;

Product rebates and Contract Product charge backs including those granted to

managed-care entities;

and insurance costs, if they are included in the selling price for the Contract

Products invoiced to Third Parties, provided always that such deduction shall

not be greater than the balance between the selling price actually invoiced to