HELIX BIOMEDIX, INC./ THERAPEUTIC PEPTIDES, INC.
THIS LICENSING AGREEMENT (this "Agreement"), made and entered into this ___ day of _________,
2001, by and between Helix BioMedix, Inc., a Delaware corporation having its principal office at 210 Baronne
Street, Suite 1004, New Orleans, Louisiana 70112 ("Helix" or "Licensor"), and Therapeutic Peptides, Inc., a
Louisiana corporation having its principal office at 5700 Citrus Boulevard, Suite B, Harahan, Louisiana 70123
("TPI" or "Licensee").
WHEREAS, TPI is the inventor of certain proprietary peptides defined in the HELIX/TPI RESEARCH
ALLIANCE AGREEMENT by and between Helix BioMedix, Inc. (Louisiana), Helix BioMedix, Inc.
(Colorado), TPI, BioSouth Research Laboratories, Inc., and Dr. Donald R. Owen, dated September 30, 1999,
and pursuant to said agreement TPI has assigned all its rights, title and interest, in and to said proprietary peptides
to Helix; and
WHEREAS, Helix, pursuant to said HELIX/TPI RESEARCH ALLIANCE AGREEMENT, has agreed to file
one or more patent applications with respect to those certain proprietary peptides to be assigned to it by TPI;
WHEREAS, certain of the aforementioned proprietary peptides may have useful application in topical, non-
pharmaceutical skin care intermediate concentrates and end-use products; and
WHEREAS, TPI, pursuant to said HELIX/TPI RESEARCH ALLIANCE AGREEMENT, desires to acquire
from Helix a license of certain of Helix's rights, including a limited right to sublicense TPI's Affiliates, to make,
have made, use, have used, offer for sale, have sold, sell, and/or otherwise dispose of certain of the
aforementioned proprietary peptides for the purpose of making, having made, using, having used, offering for
sale, having sold, selling and/or otherwise disposing of topical, non-pharmaceutical skin care intermediate
concentrates and end-use products using, made from, or derived from said proprietary peptides; and
WHEREAS, Helix desires to grant to TPI such a license under terms an