Confidential Treatment Requested. Confidential portions of this agreement have been redacted and have been separately filed with the Commission] VIDO TECHNOLOGY

Exhibit 10.31

[***Confidential Treatment Requested. Confidential portions of this agreement have been redacted and have been separately filed with the Commission]

VIDO TECHNOLOGY

THIS AGREEMENT dated as and from the Effective Date
BETWEEN:

THE UNIVERSITY OF SASKATCHEWAN, a corporation pursuant to an Act of the Government of Saskatchewan, as represented by the Veterinary Infectious Disease organization; a division of the University of Saskatchewan which has its principal offices located at ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ the campus of the University of Saskatchewan,

OF THE FIRST PART

- and -

METAMORPHIX INTERNATIONAL, INC., a corporation incorporated pursuant to the laws of the State of Delaware with its registered office located at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ of America, 21227, (hereinafter referred to as “the Licensee”)

OF THE SECOND PART

WITNESSETH WHEREAS:

A. Biostar Inc. (“Biostar”) and the Licensor entered into a series of license agreements culminating in a consolidated and amended Pasteurella haemolytica Vaccine and Technology , a Bovine Herpes Virus-1 and Adjuvant Technology licence agreements, all dated February 29^th, 2000 (collectively referred to as the “Original Licenses”);

B. The Original Licenses were partially assigned with the consent of the Licensor in accordance with and as contemplated by the asset purchase agreement between Biostar and related parties and the Licensee and related parties dated for reference June 1, 2000 (herein the “Asset Purchase Agreement”) pursuant to the terms of which Asset Purchase Agreement the Licensor agreed to grant the within license to the Licensee which license effects certain agreed upon amendments to the Original Licenses partially assigned to the Licensee;

          NOW THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which consideration is hereby acknowledged, the parties agree as follows:

ARTICLE I - INTERPRETATION

1.01 As hereinafter used in this Agreement, terms have the following meanings:

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ARTICLE II - GRANT AND TERM OF LICENSE

2.01 In accordance with the provisions of this agreement, the Licensor grants and the Licensee accepts an exclusive license (the “License”) in all jurisdictions of the world to the Licensed Technology for the purpose of developing, producing, exploiting, using, selling or otherwise commercially exploiting, or having developed, produced, used, sold or otherwise commercially exploited, the Licensed Technology for use in non-humans, and for use in technology relating to the GDF-8 protein in both humans and non-humans BUT SPECIFICALLY EXCLUDING use of the Licensed Technology in vaccines to prevent infectious diseases.

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2.02 Subject to the provisions of this Agreement, the Licensor acknowledges that:

If within the scope of the above grant of license, the Licensor wishes to provide a third party with Products for research and educational purposes, or to license to a third party the Licensed Patents and Licensed Technology for research and educational purposes, the Licensor shall first obtain the Licensee’s written consent. The granting or withholding of such consent shall be in the Licensee’s sole and absolute discretion and any such consent will be conditional, at the Licensee’s option, upon the beneficiary of such research and educational license agreeing that the Licensee shall have the right to make use of any improvements conceived or developed by such beneficiary at no additional cost to the Licensee.

2.03 Royalty obligations on Products and other payments required pursuant to Article IV in each jurisdiction of the world shall come to an end upon the later of:

Following the expiration of the Licensee’s royalty obligations in a jurisdiction pursuant to this clause, the Licensee shall be entitled to continue marketing Products and using Licensed Technology in such jurisdiction without further royalty or other payments of any description. This Agreement shall cease to be exclusive to the Licensee with respect to any jurisdiction upon the expiration of the Royalty obligations under this Agreement in such jurisdiction. Provided that prior to such expiration the Licensee may elect by notice in writing to extend its Royalty obligations at the rate(s) applicable to the circumstance where a Licensed Patent is not infringed and its other payment obligations for such period of time as may be specified in such notice and in which event the Royalty and other payment provisions herein shall be so extended and the license shall continue for such period to be exclusive to the Licensee.

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2.04 The Licensor shall, upon the request of and at the expense of the Licensee, execute all further documents which may be necessary to give effect to or register this Agreement and the Licenses granted hereunder in any jurisdiction of the world.

ARTICLE III - IMPROVEMENTS

3.01 During the Term, the Licensor shall disclose and make available to the Licensee all Improvements which shall be dealt with in accordance with all the terms and conditions of this Agreement. If an Improvement is patentable, it shall be treated as one of the Licensed Patents, and if non-patentable, as part of the Licensed Technology.

3.02 The Licensee acknowledges that the Licensor’s obligations pursuant to clause 3.01 are conditional upon VIDO’s continued existence and operation. For greater particularity, Improvements made by employees of the University of Saskatchewan who are not employees of VIDO (the “University Employees”) are exempt from the operation of clause 3.01.

          The University of Saskatchewan agrees that in the event that University Employees effect discoveries and inventions which are owned by the University of Saskatchewan, whether patentable or not, that consist of an improvement, addition, extension or enhancement to the subject matter of the Licensed Patents or, to the extent the same relate to the within grant of License, the Licensed Technology, the University of Saskatchewan shall provide the Licensee with the opportunity to obtain entitlements to such discoveries and inventions for the same purposes as contemplated by this License on terms and conditions that the University would accept from a third party. If the Licensee declines to participate in such opportunity (and the License shall be deemed to have declined in the event that it has not elected to do so within such period of time as the University may reasonably determine and advise the Licensee), the University may thereafter without reference to the Licensee provide such entitlements to third parties on terms no more favorable than those offered the Licensee. The Licensee expressly acknowledges and agrees that no obligation of the University to the Licensee arises under this provision where any such discovery or invention is subject of rights or entitlements in favor of a third party. The Licensee further acknowledges that any invention or discovery arising in the course of third party funded research gives rise to an expectation (that the University views as and the Licensee agrees is an entitlement for purposes of this provision) to provide such third party with the opportunity to commercially exploit the discovery or invention. This obligation of the University shall extend for five (5) years from the Effective Date of this Agreement.

3.03 The Licensor acknowledges that Licensee may make discoveries or inventions, whether patentable or not, without the use of the Licensed Technology and which do not infringe upon the Licensed Patents, which discoveries and inventions shall be owned by the Licensee and shall be known as “Licensee Improvements,” for purposes of this Agreement. Licensor also acknowledges that no payment of royalties shall be due under this Agreement with respect to such Licensee Improvements.

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ARTICLE IV- ROYALTIES

4.01 Subject to 4.02, the Licensee shall pay to the Licensor a royalty on Net Sales (the “Royalty” or Royalties”) during the Term in accordance with the following subject only to those exclusions provided for in this Agreement and as such rates may be modified by clause 4.04:

4.02 Notwithstanding 4.01, other than during the application of the applicable Threshold, with respect to Net Sales made by a Major Species Sublicensee where the Licensee is entitled to the receipt of royalties based upon Net Sales of Products made by such sublicensees (other than Value Added Receipts), the Licensee shall pay to the Licensor in respect of such Net Sales (other than Value Added Receipts) the lesser of :

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For greater particularity, this provision 4.02 has no application to Value Added Receipts.

4.03 Notwithstanding the foregoing, a minimum royalty shall be payable as follows:

4.03.1 in respect of calender year 2000, [***] prorated for such calendar year as and from the Effective Date;

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4.03.2 in respect of calender year 2001 and 2002, [***]; and

4.03.3 in respect of calendar years 2003, 2004 and 2005, [***]; and

4.03.4 in respect of each calendar year thereafter, [***] (collectively, the amounts referred to in 4.03.1 through 4.03.4 are referred to as “Minimum Annual Royalty”).

The Licensee shall be responsible to make the Minimum Annual Royalty payments as outlined in section 4.03 in four equal quarterly installments within thirty (30) days of the end of each calendar quarter (other than in respect of the first year of this Agreement in respect of which the Minimum Royalties shall be made in two equal installments after the third and fourth calendar quarter). Notwithstanding any credits against Royalties permitted the Licensee under this Agreement, no such credits shall apply to reduce Minimum Royalties payable pursuant to this clause 4.03.

4.04 If the Royalties payable to the Licensor and/or the other royalties payable for other Product components or associated delivery systems by the Licensee would exceed seven [***] for a Product, then the Royalty rates provided for in clause 4.01 shall be reduced to a point that the total royalties payable by the Licensee to the Licensor and/or such third parties do not exceed [***]. The Licensee shall use reasonable efforts to ensure that any royalty reduction necessary under this clause is allocated between the Licensor and such third party in an equitable manner.

          With respect to the Net Sales of a Minority Joint Venture or Major Species Sublicensee, the foregoing reference to Licensee shall be construed as a reference to the Minority Joint Venture or Major Species Sublicensee, as the case maybe, and not a reference to the Licensee.

          With respect to the Net Sales of a Majority Joint Venture, the Licensee may elect to have the foregoing reference to Licensee with respect to the particular Majority Joint Venture be construed as a reference to the Majority Joint Venture in lieu of the application of this Agreement without such substitution.

          For greater particularity, during application of the applicable threshold but subject to the provisions of 1.01(w), this provision 4.04 shall apply to payments received by Licensee in connection with arrangements giving rise to the Value Added Receipts in the manner contemplated by 1.01 (w).

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          However, under no circumstances shall the Royalty rates provided for under clause 4.01 be reduced to less than one-third (1/3) of the amount otherwise determinable under such clause in respect to Net Sales of Myostatin Products or one-half (1/2) of the amount otherwise determinable under such clause in respect of Net Sales of Products other than Myostatin Products.

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4.05 If a third party initiates any legal or administrative proceeding challenging the validity, scope or enforceability of a Licensed Patent in any country then the Licensee’s royalty obligations pursuant to this Article IV shall be adjusted as if that particular Product did not infringe the claim or claims of a Licensed Patent relating to such country. If the enforceability of the claim in dispute in such proceedings is upheld by a court or other legal or administrative tribunal from which no appeal is or can be taken, then the balance of the payment that should have been made during the period of reduction shall be promptly paid by the Licensee to the Licensor with interest calculated in accordance with clause 5.05. If the claims of a Licensed Patent which cover that Product are held to be invalid or otherwise unenforceable by a court or other legal or administrative tribunal from which no appeal is or can be taken, then no such payment shall be made. The Licensee acknowledges that the foregoing constitutes the full extent of the Licensor’s liability to the Licensee in the event of any such suit and is a bar to any proceedings for recovery of any other damages of any description.

4.06 In addition to the amounts payable under 4.01 or 4.02, the Licensee shall remit to the Licensor [***] (which rate is applicable other than during the application of the applicable threshold) of Other Consideration and for the purposes hereof the term “Other Consideration” shall include the following specific inclusions or exclusions (the intent of the parties in connection with this 4.06 is described in the attached Exhibit “B” which Exhibit is to be employed as an aid to interpretation of this provision):

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The Licensee shall be responsible for demonstrating to the Licensor whether any payments made to the Licensee falls within an exclusion/deduction to Other Consideration.

4.07.1 Notwithstanding any other provision to the contrary hereunder, with respect to any particular calendar year if the Licensee’s required payments in either Royalties or remittances respecting Other Consideration whether in respect of Myostatin Products or sublicenses or otherwise together with all such payments in prior years are equal to or in excess of the Myostatin Threshold, then with respect to such calendar year the applicable percentage for purposes of calculating the payment under 4.06 for Other Consideration in respect of Myostatin Sublicenses shall be those applicable percentages under clause 4.01 but not to exceed in aggregate [***], provided that such calculation shall not permit the payment to the Licensor to fall below the Myostatin Threshold for such calendar year. For the purposes of this provision, a Myostatin Sublicense means a sublicense, Majority or Minority Joint Venture or Value Added Arrangement to the extent that the same is related to Myostatin Products and not other Products.

4.07.2 Notwithstanding any other provision to the contrary hereunder, if with respect to any particular calendar year if the Licensee’s required payments in either Royalties or remittances respecting Other Consideration together with all such payments in prior years are equal to or in excess of the Overall Threshold, then with respect to such calendar year the applicable percentage for purposes of calculating the payment under 4.06 for Other Consideration in respect of all sublicenses shall be those applicable percentages under clause 4.01 but not to exceed in aggregate [***], provided that such calculation shall not permit the payment to the Licensor to fall below the Overall Threshold for such calendar year.

4.08 The Licensee shall pay to the Licensor all applicable goods and services or value added or similar taxes on its payments hereunder.

ARTICLE V - REPORTS, PAYMENTS AND ACCOUNT

5.01 The Licensee shall make written reports and payments on account of Royalties to the Licensor within ninety (90) days of the end of each calendar quarter commencing with the first calendar quarter in which sale of Products are made in any jurisdiction by the Licensee or its sub licensees. Given the variable nature of sales revenue, it is difficult to precisely define the content of written reports to be provided to Licensor. The intent of the parties is for Licensees to provide

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Licensor with meaningful data that accurately summarizes the Net Sales made during the applicable

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calendar quarter and the calculation of the payments due to the Licensor pursuant to Article IV less any credits provided for in this Agreement. All such written reports shall be certified by a financial officer of the Licensee. The Licensor acknowledges that the Licensee may integrate its written reports provided pursuant to this clause 5.01 into and with the written reports that must be provided to the Licensor pursuant to any other license or similar agreements in force between the Licensee and the Licensor from time to time. The Licensee acknowledges that the credits against Royalties otherwise payable provided by clause 7.03 or otherwise under this Agreement shall not entitle the Licensee to reduce any payment on account of Royalties to less than fifty (50%) percent of the amount otherwise due absent any credits and that all payments previously made on account of Royalties are non-refundable under any circumstances except as permitted by clause 5.03. In addition to the foregoing financial reports within ninety days of the end of each calendar year, the Licensee shall provide the Licensor with an annual report as to the activities of the Licensee with respect to the development activities and registration of the Products activities carried on by the Licensee in such twelve month period and an updated estimate by the Licensee of the date of commencement of sales of Product.

5.02 The Licensee shall make a final written report and payment within ninety (90) days of the termination of this Agreement whether by expiration of time or otherwise.

5.03 The Licensee shall keep at its head office full, clear and accurate records of the production, sale and disposition of Products in detail sufficient to allow an audit of payments due under this Agreement for a period of three (3) years after the delivery of each written report pursuant to clause 5.01. In addition, the Licensee shall similarly maintain all records provided to it by its sublicensees and documentation required to establish Net Sales and Other Consideration hereunder including the nature, status and quantum of sales or receipts for the relevant period (including the documentation establishing the relationship of the Licensee with any payor which would constitute a Majority or Minority Joint Venture or sublicensee or a person with whom arrangements give. rise to Value Added Receipts). The Licensee shall permit such books and records to be examined from time to time by an independent accountant from an international affiliated accounting firm designated by the Licensor, and reasonably acceptable to the Licensee, for the purpose of conducting an audit of such written reports. The Licensor shall not conduct more than one (1) audit a year except as hereinafter set forth. Audits shall be conducted by the Licensor at its expense unless an audit reveals a discrepancy between the amount of payments that should have been made, and the amount of payments actually made of three (3%) percent or greater for any quarterly period. In such event, the Licensee shall pay the Licensor’s audit expenses. The Licensor may thereafter conduct more than one (1) audit per year, which remedy shall be without prejudice to any other rights and remedies the Licensor may have as a result of such breach. In addition, the difference between the amount of Royalties due and the amount of Royalties actually paid shall be immediately paid to the Licensee by the Licensor, or to the Licensor by the Licensee, as the case may be, with interest thereon calculated in accordance with clause 5.05.

5.04 All amounts payable by the Licensee to the Licensor under this Agreement shall be paid in Canadian dollars. If Products are sold outside of Canada for a currency other than Canadian dollars, Net Sales shall first be determined in accordance with the currency in which such Net Sales take place and then converted into the Canadian dollar equivalent using the rate of exchange published in the Wall Street Journal on the last business day of the applicable calendar quarter. For the purpose of calculating the Thresholds in US dollars, where revenues are derived in, or financial

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data is maintained in, a currency other than US dollars, then the conversion method used in the prior sentence shall be applied.

5.05 All payments of whatever description owed to either party by the other under this Agreement shall bear interest at the prime rate published in the Wall Street Journal from time to time plus two (2%) percent per annum compounded monthly, not in advance from and after the due date for payment to the date of actual payment.

5.06 With respect to the application of clauses 5.04 to the sales of Products made by sublicensees where the applicable sublicense agreement contains provisions respecting conversion of funds to Canadian dollars for the purposes of determining royalties payable to the Licensee, such provisions shall supersede the provisions of clause 5.04 as regards to calculation and conversion of Net Sales.

ARTICLE VI - PATENT PROSECUTION

6.01 The Parties acknowledge that Licensor has granted a separate license in respect of the Licensed Technology and the Licensed Patents for use in vaccines to prevent infectious disease in non-humans but as more particularly described in such license dated for reference the 29^th day of February, 2000, a copy of which has been provided to Licensee (herein the “Novartis License”). Pursuant to the provisions of Article VI and Article VII of the Novartis License, the licensee thereunder (such license, its successors and assigns herein referred to as “Novartis”) has several entitlements, obligations or responsibilities including the following:

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6.02 Licensor agrees with Licensee with respect to the scope of the within grant of license to:

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6.03 Intentionally Left Blank

6.04 All patent applications on Licensed Technology or Improvements undertaken by Licensee in accordance with this Agreement shall be undertaken in the name and on behalf of the University of Saskatchewan. Licensee shall be responsible for all costs and expenses associated with the filing and prosecution of such applications and the maintenance fees, if any, required to maintain the Licensed Patents in full force and effect except to the extent the responsibility resides with Novartis, pursuant to the Novartis License. The selection of the patent agents chosen to prosecute applications pursued independently by Licensee shall be in the sole discretion of Licensee. Other than as contemplated by the provisions of 6.05, Licensor shall cooperate with Licensee in prosecuting such application at no expense to Licensee other than reimbursement for out-of-pocket expenses that Licensee approves prior to their being incurred.

6.05 At the request of the Licensee, Licensor shall provide such personnel as may be available to it for purposes of consultation with and presentations to governmental authorities in respect of the Licensed Patents and Licensor shall be entitled to be compensated for such participation of such personnel on the basis of a commercially reasonable consultation fee.

6.06 With respect to the Licensed Patents which are not subject of the Novartis License, the following provisions will apply:

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ARTICLE VII - PATENT PROTECTION AND INFRINGEMENT

7.01 The Licensee and the Licensor shall promptly advise each other of any infringement or suspected infringement of the Licensed Patents by a third party. Subject to any subsequent agreement as to the conduct of any such action:

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If the Licensee and its sublicensees exercise their right to commence a suit, the Licensor need not consent to being nor shall it be added as a party until provided with an indemnity agreement from the Licensee and its sublicensees against all costs, expenses and damages which the Licensor may incur as a result of such cooperation. Such indemnity agreement shall be in a form satisfactory to the Licensor’s solicitors and be supported by such reasonable assurances in support of such indemnity as the Licensor considers appropriate in the circumstances.

7.02 Should the Licensor or the Licensee (which includes for purposes of this clause the Licensee’s sublicensees) commence a suit in accordance with clause 7.01 and subsequently elect to abandon such suit, the Licensor or the Licensee, as the case may be, shall first give timely notice to the other, who may, if it so desires, continue prosecution of such suit provided that an agreement as to the sharing of expenses and any recoveries is first arrived at.

7.03 If the Licensee institutes a suit in accordance with clause 7.01 it may deduct fifty (50%) percent of its out-of-pocket expenditures, including legal fees and disbursements, that are incurred in bringing and prosecuting such infringement action from Royalties not yet paid to a maximum amount of one-half of each payment on account of Royalties otherwise due, until such expenditures are paid in full. If the Licensee recovers profits or damages, or both, from the alleged infringer, the Licensee shall after reimbursing itself for such expenditures that it has had to bear, repay the Licensor all Royalties that have been deducted in accordance with this clause 7.03 and interest as provided for herein, up to, but not exceeding, the amount of the damages so recovered by the Licensee. However, if any such infringement suit results in an adverse judgment and all or some of the Licensed Patents are wholly or partially invalidated, Royalties shall be adjusted in accordance with clause 4.01.

7.04 Each party shall promptly notify the other in writing of any claim or action for infringement of the patent rights of any third party based on the production, use or sale of Products by the Licensee or its sublicensees.

7.05 The entitlements of the Licensee under this Article VII are limited to third party infringements of the applications subject of this Agreement.

ARTICLE VIII - REPRESENTATIONS AND WARRANTIES

8.01 Subject to Article IX, the Licensor represents and warrants that it:

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ARTICLE IX - DISCLAIMER OF WARRANTIES

9.01 The parties acknowledge and agree that nothing in this Agreement is or shall be construed as being:

ARTICLE X - INDEMNITY

10.01 The Licensee shall indemnify, hold harmless and defend the Licensor and its officers, employees and agents against any and all claims arising out of the exercise by the Licensee of any of the rights granted to it under this Agreement including, without limitation, against any damages, losses or liabilities whatsoever with respect to death or other personal injury to a person or damage to property arising from or out of the use of the Licensed Patents and Licensed Technology by the Licensee, it sublicensees or its customers in any manner whatsoever or the production, use, sale, or lease of Products by the Licensee, its sublicensees or its customers in any

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manner whatsoever; with the exception of any damage or loss directly resulting from acts or omissions constituting bad faith, willful misfeasance, gross negligence or reckless disregard of duties under this Agreement by the Licensor or its officers, employees or agents acting in such capacity on the behalf of the Licensor.

ARTICLE XI - SUBLICENSING

11.01 This Agreement has been entered into so that the Licensee may commercialize the Licensed Patents and Licensed Technology by the development, production, use and marketing of Products. Accordingly, the Licensee may grant sublicenses of its rights under this Agreement and enter into contracts to have Products developed, produced, used or sold provided that all such sublicenses shall provide, amongst other things, that they come to an end immediately upon the termination of this Agreement for whatever reason.

ARTICLE XII - TERMINATION

12.01 This Agreement shall terminate at the Licensor’s option if the Licensee is in breach of any material provision hereof and fails to remedy such breach within ninety (90) days of receipt of written notice from the Licensor of such breach.

12.02 This Agreement shall further terminate, at the option of the Licensor, if:

12.03 If the Licensor decides to exercise its option to teiminate this Agreement pursuant to either clauses 12.01 or 12.02, it shall so exercise such option by delivering written notice to the Licensee, which written notice shall specify the effective date of termination. Termination of this Agreement shall not prejudice any other rights or remedies, whether in law or in equity, that the Licensor may have as a result of any actions by the Licensee.

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12.04 The Licensee shall be entitled, at its option, to terminate this Agreement at any time by giving the Licensor a minimum of ninety (90) days written notice of its intention.

12.05 Upon termination of this Agreement, whether pursuant to clauses 12.01, 12.02 or 12.04, the parties shall return to each other all Confidential Information with the exception of one (1) copy of each such disclosure which may be retained for record purposes. The Licensee acknowledges that upon termination of this Agreement by the Licensor for any reason other than the expiration of the Term, it shall no longer have any rights to use the Licensed Technology or infringe the Licensed Patents. Accordingly, the Licensee shall cease production of Products upon the effective date of termination and return all cell lines, reagents and other biological material obtained from the Licensor to the Licensor. With respect to the remaining stock of Products then in the Licensee’s possession, the Licensor shall have the option of purchasing such remaining stock from the Licensee at and for a price equal to the price that the Licensee offers such Products to its third party customers less ten (10%) percent, or by having the Licensee destroy such remaining stock of Products, and providing proof of such destruction to the Licensor.

12.06 Surviving the termination of this Agreement, whether pursuant to clauses 12.01 and 12.02 of this Article XII or due to the expiration of time, are the appropriate provisions of Article II (Licenses), Article III (Improvements), Article IV (Royalties), Article V (Reports, Payments and Accounting), Article IX (Disclaimer of Warranties), Article X (Indemnity), Article XII (Termination) and Article XIII (Confidentiality and Disclosures).

ARTICLE XIII - CONFIDENTIALITY AND DISCLOSURES

13.01 The parties acknowledge that both of them may from time to time disclose to the other (respectively referred to as the “Discloser” and the “Recipient”, as the case may be) information that is confidential and proprietary, or both, to the Discloser. Such information may be disclosed orally, graphically, by way of sample or specimen or otherwise printed or recorded by any means. Accordingly, all information disclosed pursuant to this Agreement including, without limitation, all information pertaining to the Licensed Patents and Licensed Technology, shall be deemed to be confidential information (hereinafter referred to as “Confidential Information”) unless the Discloser expressly indicates that it is not confidential or it falls into one of the following categories_.:

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13.02 Each of the parties shall use its reasonable best efforts to preserve the secrecy of Confidential Information and shall only disclose it to:

Neither the Licensor nor the Licensee shall submit any manuscript, abstract, or like document for written or oral publication if it includes data or other information generated and provided by the other party without first obtaining the prior written consent of the other, which consent shall not be unreasonably withheld. The contribution of each party shall be noted in all publications or presentations by acknowledgment or co-authorship, whichever is appropriate.

13.03 The Licensee recognizes that the Licensor has an obligation to publish and disseminate scientific knowledge. The Licensor recognizes that the public release of material pertaining to Licensed Technology may prejudice the possibility of obtaining letters patent for such Licensed Technology, or result in Commercially Significant Confidential Information being disclosed to a competitor of the Licensee’s, or both. Therefore, during the Term, the Licensor shall make all theses, articles and similar publications of any description, and the contents of all abstracts and poster presentations which relate to the Licensed Patents or Licensed Technology, or both and Improvements (all hereinafter referred to as “External Disclosures”) available for review by the Licensee within a reasonable period of time prior to submission for publication or release, as the case may be, but in any event at least thirty (30) days prior to such date. The Licensee shall review all External Disclosures to ascertain whether patentable subject matter or Commercially Significant Confidential Information is disclosed. The Licensor shall only proceed with an External Disclosure upon receiving the Licensee’s consent, which consent shall be deemed to have been given if the Licensee does not respond within a period of thirty (30) days from the date of submission to the Licensee of any particular External Disclosure. If requested by the Licensee in writing, the Licensor shall:

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          As used in clauses 13.03, 13.04 and 13.05, the term “Commercially Significant Confidential Information” means Confidential Information which, if disclosed to a commercial competitor of the Licensee’s, could allow such competitor to develop or enhance its position in the market place, or to price a new product in a more competitive fashion, or to improve the price of an existing product so as to compete or improve its competitive position with respect to existing or potential the Licensee Products. Commercially Significant Confidential Information may include, by way of example and without limitation, information as to the formulation or composition of a Product, the method of formulating or combining ingredients for a Product, detailed chemical or biological structural information for a Product and its ingredients, and the method or application of a Product.

13.04 The Licensor shall use reasonable efforts to ensure that all scientific oral presentations which are made by its staff and graduate students do not contain Commercially Significant Confidential Information.

13.05 The Licensee acknowledges and agrees that clause 13.03 shall not prohibit the Licensor’s personnel from disseminating general information concerning the Licensed Patents and Licensed Technology to government agencies, associations of livestock producers, other organizations or groups of whatever description who provide funding to the Licensor or who derive a direct benefit from the Licensor’s research activities as long as Commercially Significant Confidential Information is not disclosed.

13.06 The Licensor recognizes that, pursuant to United States laws, the Licensee may have an obligation, under certain circumstances, to make public announcements relating to this Agreement or the development, production, exploitation, use, or sale of Products in connection with this Agreement. The parties hereby agree to abide by the applicable notice and consent provisions of Section 13.03 above with respect to proposed disclosures to be made by Licensee. Licensor acknowledges and agrees that nothing in this Agreement shall prevent Licensee from making any disclosure to the extent required by law provided that prior notice of such disclosure is given to Licensor.

ARTICLE XIV - COMMERCIAL DUE DILIGENCE

14.01 The Licensor by written notice to the Licensee may make this License non-exclusive with respect to a particular Major Jurisdiction if:

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For purposes of this Section 14.01, Major Jurisdictions are the United States of America (which jurisdiction includes other than for registration purposes Canada and Mexico) and Europe (which is defined as one of the EU member countries).

          The Licensor by written notice to the Licensee may make this License nonexclusive with respect to a particular jurisdiction not constituting a Major Jurisdiction if:

14.02 In respect of the requirements of 14.01 (ii) to submit a New Animal Drug Application (NADA or its equivalent) for a Product to appropriate governmental authorities prior to the end of calendar year 2004, in the event that such submission has not been so effected the Licensee may obtain an extension of such date for the purposes of 14.01 of up to 12 months (to the end of 2005) provided that the Licensee can establish that:

          The Licensee shall be entitled to one further extension of up to 12 months on the time limits pertaining to 14.01 (ii) provided that on such further extension the Licensee can establish the conditions referred to in (i) and (ii) above at such time. If the Licensor does not agree that the Licensee has established the foregoing such determination may be referred to arbitration.

14.03 Wherever commercially feasible to do so, the Licensee shall publicly acknowledge and shall ensure that its sublicensees publicly acknowledge, the role of the Licensor or the University of Saskatchewan, or both, in the development of Products. Prior to providing any such public acknowledgment, the Licensee shall obtain the approval of the Licensor or the University of Saskatchewan, as the case maybe. With respect to the University of Saskatchewan, the Licensee acknowledges that any such approval must be obtained from the Board of Governors in the manner stipulated by ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇, Statutes of Saskatchewan.

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ARTICLE XV - MISCELLANEOUS

15.01 Assignment

          This Agreement shall not be assigned by the Licensee in whole or in part without the prior written consent of the Licensor which consent may be unreasonably withheld provided, however, that the Licensee may, without obtaining such consent, assign, transfer, or part with any of its rights, duties, or obligations under this Agreement to any parent or subsidiary corporation of the Licensee or an affiliate of the Licensee as those terms are defined in The Business Corporations Act (Canada), if such proposed assignee promptly executes and delivers an agreement in favour of the Licensor pursuant to which the assignee agrees to be bound by all of the terms and conditions contained in this Agreement. Furthermore, such assignee must covenant to remain during the continuance of this Agreement, a parent, subsidiary or affiliate of the Licensee, as the case may be. The Licensee acknowledges that no such assignment shall in any way affect its liabilities and responsibilities under this Agreement.

15.02 Governing Law

          This Agreement shall be construed, interpreted and applied in accordance with the laws of the Province of Saskatchewan and Canada, and the parties hereby attorn to the jurisdiction of the Courts of the Province of Saskatchewan.

15.03 Notices

          All notices, demands or other writings required or permitted to be given hereunder by either party hereto to the other, may be effectively given by letter, mailed by registered mail, postage prepared, addressed to:

or hand delivered to the above addresses or sent by electronic means. If mailed as aforesaid, any such notice shall be deemed to have been given by the seventh (7th) business day following the date of posting, and if delivered personally or by electronic means, on the date or delivery, provided that such date is a business day. Either party to this Agreement may change its address for service from time to time by giving notice in writing in accordance with the foregoing.

15.04 Waiver

          The parties covenant and agree that if either party hereto fails or neglects, for any reason, to take advantage of any of the terms herein provided for its benefit, any such failure or neglect by such party shall not be, nor be deemed to be construed as waiver of any of the terms, covenants or conditions of this Agreement or the performance thereof.

15.05 No Agency or Joint Venture

          This is a contract between separate legal entities and neither party is the agent of the other for any purposes whatsoever, and nothing in this Agreement does or shall directly or indirectly constitute either party to be the agent of the other.

15.06 Successors and Permitted Assigns

          This Agreement shall enure to the benefit of and be binding upon the parties hereto and their respective successors and any permitted assigns.

15.07 Force Majeure

          Neither party to this Agreement shall be liable to the other for failure or delay in the performance of their obligations under this Agreement, by Acts of God, regulations, or laws of any government, war, civic commotion, strike, lock-out, or labour disturbances, destruction of facilities and any materials and equipment by fire, earthquake, storm, failure of public utilities or common carriers, and any cause beyond the control of that party for the period of time that the foregoing prevents performance. The Licensee acknowledges and agrees that the foregoing does not operate so as to excuse it from prompt payment of any and all sums due by it to the Licensor pursuant to the terms and conditions of this Agreement.

15.08 Arbitration

          With the exception of:

the parties shall submit all disputes arising under this Agreement to arbitration. The party desiring to initiate arbitration shall serve a written request on the other party.

     The party receiving such written request shall designate the locale within which arbitration is to take place. Within thirty (30) days of receipt of such written request, each party shall appoint an umpire. The arbitration shall take place in accordance with the provisions of The Arbitration Act, 1992 Statutes of Saskatchewan, or its successor legislation-in force from time to time.

15.09 This Agreement constitutes the entire agreement between the parties pertaining to the subject matter. No representative of the Licensee or the Licensor has been authorized to make any representation, warranty or promise not contained herein. This Agreement may not be amended or modified in any manner except by written agreement executed by both of the parties.

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15.10 The headings contained in this Agreement are for reference purposes only and shall in no way affect the meaning or interpretation of any section of this Agreement.

          IN WITNESS WHEREOF VIDO has hereunto affixed its corporate seal as evidence of its approval of this Agreement by the hands of its duly authorized officers in that behalf on the day and year first above written.

     IN WITNESS WHEREOF the Board of Governors University of Saskatchewan has hereunto affixed its corporate by the hands of its duly authorized officers in that behalf day and year first above written.

     IN WITNESS WHEREOF MetaMorphix International, Inc. has hereunto affixed its corporate seal by the hands of its duly authorized officers in that behalf on the day and year first above written.

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