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                                                                   Exhibit 10.14

                            CLINICAL SUPPLY AGREEMENT

     This Agreement, dated as of October 5, 2005, is made and entered into by
and between: Light Sciences Oncology, Inc., a Washington corporation ("LSO");
and Light Sciences Corporation, a Washington corporation ("Buyer").

                                    RECITALS

     A. Light Sciences Corporation ("LSC") entered into agreements with certain
third parties under which such third parties have manufactured and supplied to
LSC talaporfin sodium (referred to as LS11) in bulk or finished dosage form.

     B. LSC has assigned to LSO its rights under such manufacturing and supply
agreements and has transferred to LSO approximately 3,500 vials of LS11 in
finished dosage form, and approximately 2.5 kg of bulk LS11.

     C. Buyer has the valid right and license to use, make, have made, sell,
offer to sell, import and otherwise dispose of LS11.

     D. Buyer wishes to acquire from LSO, and LSO wishes to supply to Buyer,
LS11 in finished dosage form manufactured or to be manufactured under third
party agreements for use in clinical studies under the terms and conditions of
this Agreement.

                                     AGREEMENT

     NOW THEREFORE, in consideration of the promises and agreements set forth
herein, the parties agree as follows:

SECTION 1. DEFINITIONS

     Whenever used in this Agreement with initial letters capitalized, the
following terms will have the following specified meanings:

     "BAXTER AGREEMENT" means the Drug Product Development and Clinical Supply
Agreement between LSC and Baxter Pharmaceutical Solutions LLC ("Baxter"), dated
July 9, 2004, as amended from time to time.

     "BULK DRUG" means talaporfin sodium manufactured and supplied by Johnson
Matthey in bulk form under the Johnson Matthey Agreement or by another Third
Party Manufacturer.

     "CLINICAL STUDIES" means animal, preclinical or human clinical studies of
LS11 by Buyer before marketing approval of LS11 by the regulatory authority of
the jurisdiction where the study is conducted.

     "CONFIDENTIAL INFORMATION" means any confidential or proprietary
information of the disclosing party, whether of a scientific, business or other
nature (including, but not limited to, trade secrets, know how and information
relating to the products, research, studies, technology, inventions, suppliers,
contracts, manufacturing methods, investigators, personnel, business plans,
finances or

CLINICAL SUPPLY AGREEMENT


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scientific, regulatory, legal or other affairs of such party);
provided, that the same is marked or otherwise identified as confidential or
proprietary information prior to, upon or promptly after receipt by the
receiving party. However, Confidential Information does not include any
information that: (a) was known by the receiving party prior to communication by
the disclosing party; (b) is a matter of public knowledge at the time of such
disclosure by the disclosing party; (c) becomes a matter of public knowledge,
without fault on the part of the receiving party, subsequent to disclosure by
the disclosing party to the receiving party; or (d) has been disclosed to the
receiving party from a third party lawfully having possession of such
Confidential Information without an obligation of confidentiality to the
disclosing party. Subparagraph (a) will not apply to Confidential Information
assigned or transferred to LSO by LSC on or before the date of this Agreement.

     "DRUG PRODUCT" means an investigational pharmaceutical product containing
the Bulk Drug as the active pharmaceutical ingredient manufactured and supplied
in finished dosage form by Baxter under the Baxter Agreement or by another Third
Party Manufacturer.

     "FIELD" has the meaning set forth in the Recitals.

     "JOHNSON MATTHEY AGREEMENT" means the Research and Manufacturing Agreement
between LSC and Johnson Matthey Pharmaceutical Materials, Inc. d/b/a Pharm-Eco
("Johnson Matthey"), dated May 7, 2004, as amended from time to time.

     "TERM" has the meaning set forth in Section 5.1.

     "THIRD PARTY MANUFACTURER" means Baxter, Johnson Matthey or any other third
party LSO engages to supply raw material for LS11 or to manufacture and supply
LS11 in bulk or finished dosage form, or any successor to such entity's rights,
obligations or interests under the applicable Third Party Supply Agreement.

     "THIRD PARTY SUPPLY AGREEMENTS" means the Baxter Agreement, the Johnson
Matthey Agreement and any other agreements under which LSO engages a Third Party
Manufacturer to supply raw material for LS11 or to manufacture and supply LS11
in bulk or finished dosage form.

SECTION 2. CLINICAL SUPPLY OF DRUG PRODUCT

     2.1   OBLIGATION OF LSO TO SUPPLY

     LSO will use commercially reasonable efforts to supply to Buyer such
quantities of Drug Product as Buyer may order from LSO during the Term; provided
such quantities do not exceed the quantities set forth in Buyer's most recent
forecast under Section 3.2 and can be supplied from LSO's then available
inventory of Drug Product or by a Third Party Manufacturer under a Third Party
Supply Agreement. Buyer acknowledges that LSO will supply itself and third
parties with Drug Product from its existing inventory, and that LSO is not
obligated to maintain its existing inventory of Bulk Drug or Drug Product, or
reserve inventory for Buyer, or enter into additional manufacturing and supply
agreements. In the event of a shortage of available Drug Product, LSO will
allocate the available Drug Product. Upon reasonable request, LSO will furnish
to Buyer a current inventory of Drug Product being manufactured for LSO and in
LSO's possession or control.


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     2.2   SUBMISSION OF ORDERS TO THIRD PARTY MANUFACTURERS

     If the quantity of Drug Product ordered by Buyer under Section 2.1 exceeds
LSO's then available inventory, LSO will notify Buyer, and, upon Buyer's
request, LSO will submit a firm order for Drug Product with a Third Party
Manufacturer, and, if necessary, will also submit firm orders with other Third
Party Manufacturers for quantities of raw material and Bulk Drug needed to
manufacture the requested Drug Product. Any orders submitted to a Third Party
Manufacturer are subject to acceptance by the Third Party Manufacturer and the
terms and conditions of the applicable Third Party Supply Agreement, including,
without limitation, minimum quantities. Further, if the Third Party Manufacturer
requires an advance payment before accepting the order or milestone or other
progress payments, Buyer will pay to LSO the full amount of the advance payment
before LSO submits the order to the Third Party Manufacturer and any milestone
or other progress payments as they become due to the applicable Third Party
Manufacturer. If the Third Party Manufacturers capable of supplying the
requested raw material, Bulk Drug or Drug Product, as the case may be, reject
LSO's order or are not able to supply the requested materials on terms
acceptable to LSO and Buyer, then LSO will have no further obligations with
respect to the supply of Drug Product that exceeds LSO's then available
inventory.

     2.3   USE OF DRUG PRODUCT FOR CLINICAL STUDIES

     Buyer will purchase, and LSO will supply to Buyer, Drug Product under this
Agreement solely for use in Clinical Studies in the Field. Buyer will not use
Drug Product acquired under this Agreement other than to conduct Clinical
Studies in the Field, and Buyer will comply with all restrictions on use and
other requirements set forth in the applicable Third Party Manufacturer
Agreements.

     2.4   ALTERNATE SOURCE OF SUPPLY

     Promptly after the date of this Agreement, or three (3) years before the
projected date of Buyer's first commercial sale of LS11 drug product, whichever
occurs last, Buyer will undertake commercially reasonable efforts to identify,
qualify and enter into agreements with one or more third parties for the
manufacture and supply of LS11 drug product. LSO will reasonably cooperate with
Buyer to establish such alternate sources of supply and transition supply of
drug product from LSO to such third parties, including, without limitation,
furnishing available technical assistance and documentation. Buyer will pay LSO
its then current FTE rates for such assistance and reimburse LSO all reasonable
travel and other out-of-pocket expenses incurred in connection therewith.

     2.5   PROCESS IMPROVEMENTS

     Subject to LSO's obligations to third parties and provided LSO has
sufficient rights, LSO will grant to Buyer a non-transferable, non-exclusive
license to use any improvements to the Drug Product manufacturing process
developed or made by or for LSO during the Term for the sole purpose of
manufacturing talaporfin sodium drug product. The license granted under this
Section 2.5 includes the right to sublicense under a written sublicense
agreement reasonably acceptable to LSO for the sole purpose of having talaporfin
sodium manufactured by a third party for Buyer.


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SECTION 3. TERMS AND CONDITIONS OF SALE

     3.1   ORDERS

     Buyer will complete, sign and submit to LSO a written order specifying the
quantity of Drug Product that Buyer wishes to purchase, the desired dose per
vial, desired delivery date and any specific requested shipping instructions.
Buyer will order Drug Product in the minimum quantities specified in EXHIBIT A.
All orders will be subject to acceptance by LSO and consistent with the terms of
this Agreement and the applicable Third Party Supply Agreements.

     3.2   FORECASTS

     Promptly after signing this Agreement and thereafter on the first business
day of each calendar quarter during the Term, Buyer will provide LSO with a
three (3) month rolling forecast of Buyer's reasonable estimate of the
quantities of Drug Product that Buyer will need and order in each quarter
covered by the forecast. Such estimates are estimates only and not binding on
Buyer or LSO.

     3.3   FIRM ORDERS

     The quantities set forth in