BioCurex, Inc.(fka BOCX)

[HALF FULL GLASS]

3/30/04 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:

6.1

License Fee. Promptly upon exercise of its Option under the Research Agreement to include a CORIXA Antibody under this Agreement, CORIXA shall pay to INNEXUS the sum of $200,000 (Two Hundred Thousand Dollars) (the “License Fee”). The License Fee shall be non-refundable and non-creditable, regardless of any subsequent decision to not proceed with commercial development or sale of any Product incorporating such CORIXA Antibody.

6.2

Annual License Payment. On each anniversary of payment of the License Fee under Section 6.1 (a “Renewal Date”) during the Term of the Agreement, CORIXA shall (subject to sub-section 6.4) pay INNEXUS the sum of $60,000 (Sixty Thousand Dollars) as an annual fee to maintain this License in good standing for the 12 month period following each such payment. In the event that CORIXA does not intend to maintain this License, CORIXA shall notify INNEXUS in writing of its intention not less than 30 days prior to the next Renewal Date.

6.3

Clinical Development Milestone Payments. Promptly upon initiation of a Phase I clinical trail of any Product developed hereunder and continuing until and including approval of a BLA for such Product (the “Clinical Development Phase”) CORIXA shall, for each Product developed hereunder, make the following non-refundable payment(s) to INNEXUS within thirty (30) days after occurrence of the event(s) set forth below for each Product:

(i)

Initiation of a Phase I Clinical Trial - $100,000 (One Hundred Thousand Dollars);

(ii)

Initiation of a Phase II clinical Trial or a Phase II portion of a Phase I/II Clinical Trial – $250,000 (Two Hundred and Fifty Thousand Dollars);

(iii)

Initiation of a multi-center Phase III Clinical Trial - $500,000 (Five Hundred Thousand Dollars);

(iv)

Approval of a BLA - $1,000,000 (One Millions Dollars);

6.4

Suspension of Annual License Fees: Provided that CORIXA makes the milestone payments as and when set forth in section 6.3 (“Milestone Payments”), its obligations to make annual license payments under section 6.2 during the period commencing upon the date of the first such Milestone Payment and continuing until completion of the Clinical Development Phase shall be suspended, and, for greater clarity, this License shall remain in full force and effect not withstanding such suspension of payment.

6.5

Royalty: CORIXA shall, during the Royalty Payment Period defined below, pay a Royalty to INNEXUS equal to 2 % of Net Sales for each Product sold in a country in which the Product is covered by Valid Claims (“Market Area”), calculated and payable as follows:

(a)

Royalties payable herein shall be calculated on a Product by Product basis;

(b)

The period for which CORIXA is required to pay a Royalty hereunder shall commence upon the first Launch of Product in a particular Market Area, and continuing for life of any Patents comprising the Licensed Technology or upon which such Product is based in the United States or in that Market Area (the “Royalty Payment Period”);

(c)

The first Royalty payment shall be calculated for the broken period commencing from the date of the first Launch of Product to and including the last day of CORIXA's fiscal year in which the Launch of Product took place. Any succeeding Royalty payments shall be calculated from the first day until the last day of the corresponding fiscal year. All Royalty payments shall be payable by cheque, cash, or bank draft, to INNEXUS’s order, and shall be paid within 180 days of the completion of CORIXA's fiscal year corresponding to that payment;

(d)

Notwithstanding the foregoing, CORIXA shall pay quarterly installments of the estimated amount of Royalty payments due for each fiscal quarter completed after the date of Launch of Product, which shall be payable within 90 days after the end of each such quarter, and shall, when calculating the amount of Royalty due for that fiscal year in accordance with sub-section 6.5(c), adjust the installment payable for the final quarter in each fiscal year to reflect the actual amount payable, after accounting for each of the prior payments made in that fiscal year;

(e)

On or before 180 days following the end of each fiscal year of CORIXA after the first Launch of Product, CORIXA shall deliver to INNEXUS a statement indicating, in reasonable detail, as of the last day of the fiscal year, the calculation of Net Sales for each Product sold in each Market Area and the aggregate of the Royalty payable with respect to each such Product and each such Market Area for such year;

(f)

CORIXA agrees to maintain up to date and complete records for the production and sale of Products in each Market Area including accounts, records, statements, the amount of free Products and sample Products distributed, Product returns relating to sales and marketing of the Product, and INNEXUS or their respective agents shall have the right at all reasonable times, including for a period of 12 months following the expiration or termination of this Agreement, to inspect such accounts, records and statements at their own expense for the purpose of verifying the amount of Royalty payments to be made by CORIXA to INNEXUS pursuant hereto. INNEXUS shall have the right at their own expense to have such accounts audited by independent auditors once each year;

(g)

All Royalty payments shall be considered full and final satisfaction of all obligations of CORIXA making the same in respect thereof if such payments or the calculations in respect thereof are not disputed by INNEXUS within 180 days after receipt by INNEXUS of said payments. Any disputes under this subsection shall be decided by arbitration as herein provided;

(h)

Sales of Product between and among CORIXA, its Affiliates and its sub licensees shall not be subject to a Royalty. The obligation to pay royalties to INNEXUS under this Agreement is imposed only once with respect to the same unit of Product;

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