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         CONFIDENTIAL TREATMENT REQUESTED                          EXHIBIT 10.77

         CONFIDENTIAL TREATMENT REQUESTED UNDER RULE 24(b)(2) OF THE SECURITIES
         AND EXCHANGE ACT OF 1934. CONFIDENTIAL TREATMENT REQUESTED IS REQUESTED
         AND IS NOTED WITH "[CONFIDENTIAL TREATMENT REQUESTED]." AN UNREDACTED
         VERSION OF THIS DOCUMENT HAS BEEN PREVIOUSLY FILED WITH THE SECURITIES
         AND EXCHANGE COMMISSION.

         EXCLUSIVITY AGREEMENT

         THIS AGREEMENT is made the day of 22nd of December 2004

         BETWEEN:

(1)      PFC Therapeutics, LLC, a limited liability company organized under the
         laws of Delaware, USA and having its principal place of business at
         4660 La Jolla Village Drive, Suite 825, San Diego, CA 92122 USA
         (hereinafter referred to as "PFC"), and

(2)      LEO Pharma A/S, a company organized under the laws of Denmark and
         having its principal place of business at Industriparken 55, DK-2750
         Ballerup, Denmark (hereinafter referred to as "LEO")

         RECITALS:

(A)      The parties have provisionally agreed, subject to due diligence,
         contract and the other terms and conditions specified herein, to a
         transaction in which PFC will exclusively license to LEO certain rights
         to PFC's product Oxygent(R).

(B)      This Agreement sets out the framework of the exclusive negotiations
         between PFC and LEO in connection with the transaction.

         NOW, THEREFORE, THE PARTIES HEREBY AGREE AS FOLLOWS:

1.       Definitions and Interpretation

1.1.     In this Agreement, the following terms shall have the following
         meanings unless the context requires otherwise:

         "AFFILIATE" means any corporation, firm, partnership, organization or
         entity that directly or indirectly controls, is controlled by or is
         under common control with such entity. For the purpose of this
         definition the term "control" means direct or indirect ownership of at
         least fifty one percent (51%) of the outstanding equity voting stock
         (or such lesser percentage which is the maximum allowed to be owned by
         a foreign corporation in a particular jurisdiction) of an entity.

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         "AGENCY" means any governmental authority in the Territory responsible
         for granting approvals and clearance for marketing and sale of the
         Product.

         "AGREEMENT" means this Exclusivity Agreement between PFC and LEO.

         "BRIEFING PACKAGE" means the compilation of Data in relation to the
         Product and the rational for the continued development and obtaining of
         Marketing Authorizations for the Product in the European Union. The
         Briefing Package is to be filed to EMEA with the purpose of obtaining a
         scientific advice. The Briefing Package must be prepared and filed in
         relation to relevant rules and regulations as set out by EMEA for such
         procedures.

         "CONTROL" or "CONTROLLED" means the possession of/or the ability to
         grant a license or sublicense of Data or other intangible rights as
         provided for herein without violating the terms of any agreement or
         other arrangement with any third party.

         "DATA" means information in the possession or Control of either Party
         relating to the Product including, without limitation, confidential
         know how, technical information, technology and trade secrets relating
         to the Product, information relating to the pre-clinical and clinical
         testing of the Product, information relating to any Clinical Trials,
         information relating to any suspected adverse drug experiences with the
         Product and any toxicological, pharmacological or pharmacokinetic
         trials relating to the Product.

         "EMEA" means the European Medicines Evaluation Agency.

         "EXCLUSIVITY FEE" means the fee paid by LEO to PFC in exchange of the
         exclusivity period and the rights granted in Clause 2.

         "CGMP" means current Good Manufacturing Practice.

         "IMPROVEMENTS" means all improvements, modifications or adaptations to
         any part of the Data or the Product made or acquired by either Party
         during the term of this Agreement.

         "KNOW-HOW" includes without limitations all trade mark rights, and all
         financial, scientific, technical, regulatory, marketing and commercial
         know-how and Data concerning the Product.

         "MARKETING AUTHORIZATIONS" means any approvals, product and/or
         establishment licenses, marketing authorizations or registrations of
         any federal, state or local Agency necessary for the commercial
         manufacture, use, storage, import, export, transport, marketing or sale
         of the Product in any country or regulatory jurisdiction of the
         Territory.

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         "NET SALES" means the adjusted gross invoice price, the adjusted gross
         invoice price being the aggregate sales of LEO and its Affiliates of
         the Product to unaffiliated third parties in the Territory (but not
         including sales between LEO and its Affiliates) less sales returns and
         allowances, including trade, quantity and cash discounts and any other
         adjustments, including those granted on account of price adjustments,
         billing errors, rejected goods, damaged goods, recalls, returns,
         rebates, chargeback rebates, fees, reimbursements or similar payments
         granted or given to wholesalers or other distributors (including
         retailers), buying groups, health care insurance carriers or other
         institutions, freight and insurance charges billed to the customers,
         customs or excise duties, sales tax and other taxes (except income
         taxes) or duties relating to sales, and any payment in respect of sales
         to any governmental or regulatory authority in respect of any federal
         or state Medicaid, Medicare or similar program, all as determined in
         accordance with generally accepted accounting principles on a basis
         consistent with Company LEO's audited financial statements.

         "NEW PRESENTATION" means any pharmaceutical product incorporating
         perflubron and/or perflubrodec. whether alone or in combination with
         other active or inactive ingredients, and any salts or derivatives of
         such Product. "Product" shall include Combination Products.

         "PARTIES" means PFC and LEO and "Party" means either of them as the
         context indicates.

         "PATENTS" means patents covering inventions that may be developed by
         either Party during the term of the License Agreement and that relate
         specifically to the Product, any Improvements or any New Presentations
         and any continuations, continuations-in-part, divisional, provisionals
         or any substitute applications, any patent issued with respect to any
         such patent applications, any reissue, reexamination, renewal or
         extension (including any supplementary patent certificate) of any such
         patent, and any confirmation patent or patent of addition based on any
         such patent, and all foreign counterparts of any of the foregoing.

         "PERIOD OF EXCLUSIVITY" The period which will commence on signature of
         this Agreement by both Parties and which shall expire no later than
         sixty (60) days after receipt of EMEA's written scientific opinion to
         the Briefing Package filed.

         "PRODUCT" means Oxygent(R) a 60% w/v perflubron emulsion to be used for
         the treatment or alleviation of diseases in humans and as further
         described in Patents or any Improvements thereof.

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         "TERRITORY" means Europe (countries to be defined but will include EU
         countries, EU membership applicants, EU associated countries including
         NO and CH) and Canada (Other territories outside USA should be
         discussed e.g. Middle East, South America where LEO is quite strong).

         "TRADE MARKS" means the trade marks, including Oxygent(R), owned by
         PFC, including registrations and applications for registration thereof
         (and all renewals, modifications and extensions thereof) and used in
         connection with the Product in the Territory.

2.       Period of Exclusivity and Option

         In consideration of the Exclusivity Fee paid by LEO to PFC the
         following shall apply:

2.1.     Neither PFC nor any of its Affiliates, nor any third parties acting on
         behalf of PFC and its Affiliates, will in the Territory during the
         Period of Exclusivity:

         2.1.1    Discuss the Product with any party other than LEO and its
                  Affiliates with a view to selling, licensing or otherwise
                  granting rights to the Product to any other person;

         2.1.2    Approach or seek buyers or licensees for the Product other
                  than LEO and its Affiliates;

         2.1.3    Provide a draft contract or confidential information
                  concerning the Product to anyone other than LEO and its
                  Affiliates;

         2.1.4    Negotiate or agree with anyone other than LEO or its
                  Affiliates any terms for the purchase or licensing of the
                  Product; or

         2.1.5    Offer or grant rights to the Product or create any liens or
                  encumbrances over the Product, other than in favour of LEO and
                  its Affiliates.

2.2.     In the Period of Exclusivity PFC will provide to LEO an exclusive
         option (even to PFC) (the "Option") to enter into an agreement (the
         "License Agreement") with the below main conditions to be included. The
         License Agreement must be negotiated and signed by the Parties before
         the Briefing Package is filed at EMEA (ref. Clause 4.1). The License
         Agreement shall come into force as provided below.

         2.2.1    TYPE OF AGREEMENT: LEO will be appointed exclusive licensee
                  (even to PFC) of the Product in the Territory. The license
                  will include the exclusive right of LEO to import and/or
                  manufacture, develop, obtain marketing authorization, store,
                  distribute, market and sell the Product for the term of the
                  License Agreement.

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         2.2.2    FIELD OF USE: The field of use of the Product is in the
                  treatment or alleviation of diseases in humans.

         2.2.3    DURATION AND TERMINATION OF THE LICENSE AGREEMENT: The License
                  Agreement shall come into force when and if LEO decides within
                  the Period of Exclusivity to exercise the Option and, subject
                  to the Parties' rights of termination to be specified in
                  the License Agreement, the License Agreement will continue in
                  force for the later of 10 years after first commercial sales
                  in either the United Kingdom, Germany or France or expiration
                  of all valid patents relating to the Product in the Territory.

                  Upon expiration of the License Agreement LEO will retain an
                  fully-paid, royalty-free right to continue to import,
                  manufacture/have manufactured, develop, store, distribute,
                  market and/or sell the Product in the Territory and an
                  exclusive, fully-paid, royalty-free right to continue to use
                  any Data that LEO is using in relation to the import,
                  manufacture, development, storage, distribution, marketing
                  and/or sale of the Product at the time of such termination in
                  the Territory.

         2.2.4    DEVELOPMENT: LEO shall be responsible for the clinical
                  development and registration of the Product in the Territory.
                  LEO does not guarantee that registration of the Product in the
                  Territory is obtained. PFC shall provide Product at required
                  GMP standards in order to enable LEO to conduct the clinical
                  development program. PFC and LEO shall have the right to use
                  all Data that exist or will be generated by the other party in
                  connection with its efforts to obtain the initial registration
                  of the product in and outside the Territory, respectively. For
                  additional indications a cost sharing system must be in place
                  dividing the development costs between the Parties in relation
                  to the market potential for the additional indication in
                  question.

         2.2.5    PAYMENT TO PFC: If LEO chose to exercise the Option and
                  thereby brings the License Agreement into force LEO shall pay
                  to PFC:

                  2.2.5.1  a non-refundable down-payment of * * * [CONFIDENTIAL
                           TREATMENT REQUESTED] upon exercise of the Option; and

                  2.2.5.2  a milestone fee of * * * [CONFIDENTIAL TREATMENT
                           REQUESTED] at completion of a Phase II clinical study
                           (or a Phase III clinical study, if a Phase II study
                           is not required); and

                  2.2.5.3  a milestone fee of * * * [CONFIDENTIAL TREATMENT
                           REQUESTED] upon first commercial sale of Product in
                           the Territory.

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                           No other down-payments, milestones payments or other
                           payments, except for the royalty payments mentioned
                           in Clause 2.2.6, will be paid to PFC in connection
                           with the License Agreement.

         2.2.6    Royalties: LEO shall pay a royalty of * * *[CONFIDENTIAL
                  TREATMENT REQUESTED] to PFC on annual Net Sales up to * * *,
                  [CONFIDENTIAL TREATMENT REQUESTED] and a royalty of * * *
                  [CONFIDENTIAL TREATMENT REQUESTED] to PFC on annual Net Sales
                  greater than * * * [CONFIDENTIAL TREATMENT REQUESTED]

         2.2.7    Trademark: PFC will transfer the ownership of Trade Marks to
                  LEO in the Territory

         2.2.8    Supply of Product: Should LEO elect not to manufacture the
                  Product, PFC and LEO shall cooperate to secure a contract
                  manufacturer that can supply the Product at cGMP standards
                  recognized by the Agency ready for sale by LEO to the end user
                  in the Territory.

         2.2.9    Marketing: LEO, at its expense, shall market and sell Product
                  in the Territory.

         2.2.10   Non-competition: During the term of the License Agreement
                  neither PFC nor any of its Affiliates are allowed to develop,
                  manufacture, purchase, advertise, market, promote and/or
                  distribute any product(s) with indications that directly or
                  indirectly compete with the indications to be approved for the
                  product in the Territory.

         2.2.11   Warranties: The License Agreement shall include, inter alia,
                  suitable warranties to LEO and its Affiliates in respect of
                  the Product, including without limitations PFC's right to the
                  Product, the Trade Marks and the Know-how and absence of any
                  pending or threatened claims and proceedings relating to the
                  Product and the Trade Marks and the Know-how.

3.       Exclusivity Fee

3.1.     In exchange of the rights set out in Clause 2, LEO will pay PFC * * *
         [CONFIDENTIAL TREATMENT REQUESTED]

3.2.     The payment mentioned in Section 3.1 will be paid * * * [CONFIDENTIAL
         TREATMENT REQUESTED] at signing of this Agreement and * * *
         [CONFIDENTIAL TREATMENT REQUESTED] Upon a satisfactory finalisation of
         due diligence performed by LEO of PFC, but no later than March 1, 2005.

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3.3.     The Exclusivity Fee comprises * * * [CONFIDENTIAL TREATMENT REQUESTED]
         of the proposed down payment of the Product as set out in Clause
         2.2.5.1 and if the Option is exercised and the License Agreement
         thereby comes into force, the Exclusivity Fee will be credited LEO
         towards the down payment mentioned in Clause 2.2.5.1.

3.4.     Subject to Clause 3.5, if LEO chooses not to exercise its Option, the
         Exclusivity Fee will be regarded as payment in full for the Period of
         Exclusivity.

3.5.     If PFC acts in breach of this Agreement and as a result the Option is
         not exercised and/or the License Agreement is not effective, PFC shall
         promptly refund the Exclusivity Fee on demand by LEO and pay all
         reasonable and documented costs and expenses properly incurred by LEO
         in connection with its efforts to fulfil its obligations in relation to
         this Agreement.

4.       Period of Exclusivity

4.1.     Upon commencement of the Period of Exclusivity:

         4.1.1    With the assistance of PFC LEO shall prepare and submit a
                  Briefing Package containing relevant background information
                  and a plan for the development and registration of the Product
                  in Europe to EMEA in order to solicit a written scientific
                  opinion of the development plan for Europe. If agreed by EMEA
                  the Parties will conduct a face to face meeting with EMEA.

         4.1.2    Any costs and fees in relation to achieving a scientific
                  opinion from EMEA will be paid by LEO.

         4.1.3    LEO shall prepare a draft License Agreement as described in
                  Clause 2.2 for PFC's review and the Parties shall meet as soon
                  as mutually convenient to negotiate the final terms and
                  conditions of the License Agreement. The License Agreement
                  must be signed by the parties no later than the date of filing
                  of the Briefing Package to EMEA.

         4.1.4    PFC and its Affiliates, representatives and agents shall
                  allocate the necessary and adequate resources to fulfil its
                  obligations under this Agreement and shall assist and
                  cooperate with LEO and its Affiliates and representatives and
                  agents throughout the Period of Exclusivity and give such
                  access to Data, records and files as LEO may reasonably
                  require carrying out its duties under this Agreement.

4.2.     Throughout the Period of Exclusivity, PFC and LEO will negotiate with
         each other in good faith, and PFC will deal expeditiously and
         reasonably with any enquiries about the Product raised by LEO and its
         Affiliates.

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4.3.     If during the Period of Exclusivity LEO decides not to license the
         Product, it will give prompt written notice to that effect to PFC; the
         Period of Exclusivity shall thereupon cease and this Agreement will
         then be automatically terminated without further notice.

4.4.     If the Parties have not signed the License Agreement before the jointly
         prepared Briefing Package is ready for filing to EMEA, the filing of
         the Briefing Package must be postponed until agreement between the
         parties is achieved.

4.5.     Except as otherwise stated herein, each Party shall bear its own cost
         and expenses incurred in connection with the transactions contemplated
         by this Agreement and the License Agreement.

5.       Warranties and Covenants

5.1.     PFC hereby represents and warrants to LEO and its Affiliates as
         follows:

         5.1.1    This Agreement has been executed and delivered by a duly
                  authorized signatory of PFC;

         5.1.2    There is no action, claim or proceeding nor, to the best
                  knowledge of PFC, any threat of an action, claim or
                  proceedings that would materially affect the Product, the
                  rights granted to LEO herein or the rights proposed to be
                  licensed to LEO;

         5.1.3    PFC is not aware of any defect in its title to the Product or
                  to the Trade Marks or of any misrepresentation made by it or
                  its advisors to LEO in connection with the subject matter of
                  this Agreement;

         5.1.4    PFC and its Affiliates will not be in breach of any
                  contractual obligation with any third party by reason of
                  entering this Agreement or the License Agreement; and

         5.1.5    PFC shall promptly disclose to LEO any matter occurring during
                  the Period of Exclusivity that is inconsistent with any of the
                  above warranties forthwith upon becoming aware of it.

5.2.     LEO hereby represents and warrants to PFC that this Agreement has been
         executed and delivered by a duly authorized signatory of LEO.

5.3.     PFC covenants with LEO and its Affiliates that during the Period of
         Exclusivity PCF shall:

         5.3.1    Not knowingly relinquish or prejudice its rights relating to
                  the Product, the Trade Marks or the Know-how;

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         5.3.2    Promptly upon becoming aware of the same, notify LEO of any
                  event, action, claim or proceeding that would materially
                  affect the Product or the rights granted to LEO herein or in
                  the License Agreement;

         5.3.3    Promptly provide LEO with copies of all correspondence or
                  notices that would have a material effect on the Product or
                  the License Agreement, including without limitations reports
                  of any adverse events concerning the Product.

6.       Confidentiality

6.1.     Except to the extent expressly authorized by this Agreement or
         otherwise agreed in writing, the Parties agree that, during the term of
         this Agreement and for three (3) years thereafter, the receiving Party
         shall keep completely confidential and shall not publish or otherwise
         disclose or use for any purpose other than as provided for it by this
         Agreement any Data or other information and materials furnished to it
         by the other Party pursuant to this Agreement (collectively
         "Confidential Information") or developed and/or generated under or in
         connection with this Agreement, except to the extent that it can be
         established by the receiving Party that such Confidential Information:

         6.1.1    was already known to the receiving Party, other than under an
                  obligation of confidentiality, at the time of disclosure by
                  the other Party;

         6.1.2    was generally available to the public or otherwise part of the
                  public domain at the time of its disclosure to the receiving
                  Party;

         6.1.3    became generally available to the public or otherwise part of
                  the public domain after its disclosure and other than through
                  any act or omission of the receiving Party in breach of this
                  Agreement; or

         6.1.4    was disclosed to the receiving Party, other than under an
                  obligation of confidentiality, by a third party who had no
                  obligation to the disclosing Party not to disclose such
                  information to others.

6.2.     Each Party may disclose Confidential Information hereunder to the
         extent that such disclosure is reasonably necessary for exercising its
         rights and carrying out its obligations under this Agreement and in
         complying with applicable governmental regulations or conducting
         Clinical Trials as authorized under this Agreement, provided that if a
         Party is required by law or regulation to make any such disclosure of
         the other Party's Confidential Information it will, except where
         impracticable for necessary disclosures (for example, in the event of
         medical emergency), give reasonable advance notice to the other Party
         of such disclosure requirement and, except to the extent inappropriate
         in the case of patent applications, will use its reasonable efforts to
         secure confidential treatment of such Confidential Information required
         to be disclosed.

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6.3.     Each Party shall assure that its respective employees, officers,
         directors and other representatives, and any third party to any
         Clinical Trial agreements are bound by a confidentiality obligation in
         substantially the same terms as provided for under this Clause 6.

6.4.     This Section 6 shall survive termination or expiration of this
         agreement for a period of three (3) years.

7.       Miscellaneous

7.1.     Within four (4) business days of signing this Agreement, Alliance
         Pharmaceutical Corp. will issue a press release acceptable to LEO
         announcing PFC's signing of this Agreement with LEO.

7.2.     This Agreement shall not give rise to any legally binding obligation on
         the Parties to complete the License Agreement. Any legal commitment
         with regard to the License Agreement shall only arise pursuant to a
         definitive License Agreement and the related legal documents including,
         but not limited to, a supply agreement as set out in clause 2.2.8,
         executed by both Parties and/or their Affiliates.

7.3.     Clause 3.5, 6 and 7.7 of this Agreement shall survive the Period of
         Exclusivity.

7.4.     Any notice or communications required or permitted hereunder shall be
         in writing and shall be deemed sufficiently given only if delivered in
         person or sent by facsimile or by first class post or by a recognized
         courier service, postage or other charges prepaid, addressed to the
         recipient Party at the address set out at the top of this Agreement, or
         to such other address as the addressee may have specified in a notice
         duly given to sender as provided herein. Such notice or communication
         will be deemed to have been given as of the date so delivered, faxed,
         mailed or sent by courier.

7.5.     This Agreement shall inure to the benefit of and be binding upon the
         parties hereto and their respective successors and permitted assigns.
         The rights and obligations of each party hereto may not be assigned
         without the written consent of the other.

7.6.     This Agreement contains the entire understanding between PFC and LEO
         relating to the subject matter hereof and supersedes all prior and
         contemporaneous agreements and understandings, whether oral or written,
         relating to the subject matter hereof. This Agreement shall not be
         amended, modified or supplemented except by writing duly executed by an
         authorized officer of each Party.

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7.7.     In the event of any controversy or claim arising out of or relating to
         any provision of this Agreement or the breach or invalidity hereof, the
         parties shall try to settle the problem amicably between themselves.
         Should they fail to agree, the matter in dispute shall be settled in
         accordance with the laws of United Kingdom and in an English court.
         This clause shall remain in effect even if this Agreement is
         terminated.

         IN WITNESS WHEREOF the Parties hereto have caused this Agreement to be
         duly executed by their authorized officers on the day and year first
         above written.

         LEO Pharma A/S                       PFC Therapeutics, LLC

         By: /s/ PAUL RASMUSSEN               By: /s/ DUANE J. ROTH

         Name: Paul Rasmussen                 Name: Duane J. Roth

         Title: Exec VP R&D                   Title: Manager

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