Portions of the following exhibit have been omitted under a request for confidential treatment under Section 24b-
2 of the Securities Act of 1934. Locations of these omitted portions is denoted by the following legend. [ * * ]
THIS LICENSE AGREEMENT ("Agreement") is made this 7th day of January, 2002, by and between: Dr.
Ajay Gupta ("AG"), an individual residing at 18946 Vickie Avenue, Apt #241, Cerritos, CA 90703, Charak
LLC ("CHARAK"), a corporation organized under the laws of the State of Michigan located at 2336 Hickory
Point Drive, Ann Arbor, Michigan and owned by AG, and Rockwell Medical Technologies, Inc. ("RMTI"), a
corporation organized under the laws of the State of Michigan located in Wixom, Michigan.
WHEREAS, CHARAK and AG represent and warrant that CHARAK is the owner of certain proprietary
information and technology, including medical and scientific information, clinical and other information,
submissions, and records relating to FDA approval carried on heretofore, processes, methods, technical know-
how and information attributable to and known by AG personally including confidential and trade secret
information, and associated rights and tangible property and U.S. and foreign patent applications pending all
relating inter alia to delivery of Iron Salt(s), especially ferric pyrophosphate, and pharmaceutically acceptable salts
thereof delivered through dialysate to patients suffering from renal failure more specifically set forth in pending
U.S. Patent Application Nos. 08/775,595 (and related Provisional Application No. 60/055,315), and
09/367,629, and related International Patent Applications Nos.
PCT/US98/16383, (WO98US16383), (WO9907419A1) and (WO97US23719) (WO9829434A1)
(International Patent Applications and National State Patent Applications in foreign countries based on such
International Patent Applications (foreign patent applications)), (all such patent applications and all patents issued
therefrom comprising the "Patent