THIS LICENSE AGREEMENT (the "Agreement") is entered into as of November 8, 2002 (the "Effective
Date") by and between AKESIS PHARMACEUTICALS, INC., having offices at 4370 La Jolla Village Drive,
Suite 685, San Diego, California 92122 ("Akesis"), and GENDER SCIENCES, INC., a New Jersey
corporation, located at 10 West Forest Avenue, Englewood, New Jersey 07631 ("GS").
WHEREAS, GS desires to obtain from Akesis, and Akesis desires to grant to GS, an exclusive license under the
Licensed Technology to Commercialize (as defined below) the Products in the Territory, as more fully described
NOW THEREFORE, in consideration of the foregoing and the covenants and premises contained in this
Agreement, the parties agree as follows:
The following capitalized terms shall have the meanings indicated for purposes of this Agreement.
1.1 "Affiliate" shall mean, as to any person or entity, any other person or entity which directly or indirectly
controls, is controlled by, or is under common control with such person or entity. For purposes of the preceding
definition, "control" shall mean beneficial ownership of more than fifty percent (50%) of the outstanding shares or
securities or the ability otherwise to elect a majority of the board of directors or other managing authority.
1.2 "Applicable Laws" shall mean (a) all U.S. federal, state and local laws, statutes, rules, regulations, ordinances
(including any amendments thereto), applicable to the import, export, manufacture and distribution of Products,
including, without limitation, the applicable regulations and guidelines of the FDA; provided, however, that in the
event of any conflict between the foregoing sources of authority, U.S. federal law and regulations shall be given
priority; and (b) all supranational, national, local and other laws, statutes, rules, regulations, ordinances (including
any amendments thereto), applicable to the import, export, manufacture and distribution of Pr