<PAGE>

                                                                     Exhibit 4.8

[*] =Certain confidential information contained in this exhibit, marked by
brackets with asterisks, has been omitted and filed separately with the
Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities
Exchange Act of 1934, as amended.

                                                                    CONFIDENTIAL

                    LICENSE, DEVELOPMENT AND SUPPLY AGREEMENT

                                     BETWEEN

                                 MCNEIL PDI Inc.

            (acting through its MCNEIL Consumer Healthcare division)

                                       AND

                   IMI INTERNATIONAL MEDICAL INNOVATIONS INC.

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                            Page
                                                                            ----
<S>                                                                         <C>
ARTICLE I       DEFINITIONS...............................................    2

ARTICLE II      DEVELOPMENT OF THE PRODUCT................................    8

ARTICLE III     LICENSE GRANTS, EXCLUSIVITY, AND FUTURE RIGHTS............   10

ARTICLE IV      PAYMENTS AND REPORTS......................................   11

ARTICLE V       GOVERNMENT AUTHORIZATIONS.................................   13

ARTICLE VI      SUPPLY REQUIREMENTS.......................................   14

ARTICLE VII     MANUFACTURE...............................................   19

ARTICLE VIII    PURCHASE PRICE............................................   22

ARTICLE IX      PACKAGING AND LABELING....................................   24

ARTICLE X       INSPECTION................................................   25

ARTICLE XI      WARRANTIES AND INDEMNITIES................................   26

ARTICLE XII     INSURANCE.................................................   29

ARTICLE XIII    PRODUCT RECALLS...........................................   30

ARTICLE XIV     PATENTS AND TRADEMARKS....................................   30

ARTICLE XV      CONFIDENTIALITY...........................................   33

ARTICLE XVI     CONTRACTUAL RELATIONSHIP..................................   36

ARTICLE XVII    TERM AND TERMINATION......................................   36

ARTICLE XVIII   MISCELLANEOUS PROVISIONS..................................   39
</TABLE>


Appendix A - Clinical Development Program
Appendix B - Consumer Product Development Program
Appendix C - Licensed Patents
Appendix D - IMI Trade Marks
Appendix E - Professional Product Specifications
Appendix F - Stability Test Program
Appendix G - Royalty Report
Appendix H - Sales Forecast
Appendix I - Quality Control Procedures
Appendix J - J&J Corporate Quality Systems Regulations
Appendix K - Price Schedule for X-Rite Reader
Appendix L - Statement of Non-Conformity
Appendix M - Returned Goods and Authorization Form

                                        i

<PAGE>

                    LICENSE, DEVELOPMENT AND SUPPLY AGREEMENT

THIS AGREEMENT is made effective the 9/TH/ day of May 2002 by and between IMI
International Medical Innovations Inc., a Canadian corporation, having its
principal place of business at Suite 300, 4211 Yonge Street, Toronto, Ontario,
M2P 2A9, Canada ("IMI") and McNeil PDI Inc., a Canadian corporation, having its
principal place of business at 768 Herbert Street, Desbiens, Quebec, Canada
(acting through its McNEIL Consumer Healthcare division on behalf of McNeil PDI
Inc.) ("MCNEIL").

A. IMI has developed a cardiac risk predictor that measures skin cholesterol (a
novel and independent predictor for Coronary Artery Disease), and a test for use
by trained medical personnel and/or trained healthcare workers was approved for
sale in Canada January 29, 2001 (and a test for consumer use without the
intervention of medical practitioners is currently under development).

B. MCNEIL has experience and expertise in marketing, sales and supply chain
management for manufacturing and assembling medical products.

C. MCNEIL desires to jointly develop with IMI and market certain cardiac risk
predictors, for both professional and consumer markets.

D. IMI desires to have manufactured and supply to MCNEIL such cardiac risk
predictors, at least for an initial period, and MCNEIL desires to have IMI have
manufactured and supply to MCNEIL such cardiac risk predictors, at least for an
initial period.

                                        1

<PAGE>

                                    ARTICLE I

                                   DEFINITIONS

As used in this Agreement, the following terms shall have the following
respective meanings:

1.1 All currency used in this Agreement shall be denominated in Canadian
Dollars, unless specifically identified otherwise.

1.2 "Affiliate(s)" shall mean any company(ies) or other legal entity(ies)
directly or indirectly controlling, controlled by, or under common control with
a respective party. For purposes of this definition, "control" shall mean
possession of the power to direct or cause the direction of the management and
policies of the company or other legal entity, whether pursuant to the ownership
of at least 50% of its voting securities, by contract, or otherwise.

1.3 "Annual Sales" shall mean the Net Sales in a calendar year.

1.4 "Business Day" shall mean any day other than a Saturday, Sunday or any day
that is a national, provincial, municipal or civic holiday in Toronto, Ontario,
Canada.

1.5 "Clinical, Development Program" shall mean the program described in Appendix
A.

1.6 "Confidentiality Agreement" shall mean the confidentiality agreement of
December 7, 2000, between IMI and MCNEIL, which is herein incorporated by
reference.

1.7 "Consumer Product Development Program" shall mean the program described in
Appendix B.

1.8 "Effective Date" shall mean the date first written above.

1.9 "Field" shall mean and include the following to the extent that they relate
exclusively to systems measuring skin cholesterol:

    1.9.1 "Consumer Field" shall mean the field of diagnosing, predicting and
    monitoring of cardiac risk utilizing systems that are approved by the
    applicable governmental

                                       2

<PAGE>

     regulatory authorities for use by individuals without supervision by a
     licensed medical practitioner and that are directly marketed to public
     consumers, other than the Nutraceutical Field, as described below;

     1.9.2 "Nutraceutical Field" shall mean the field of diagnosing, predicting
     and monitoring of cardiac risk utilizing systems that are approved by the
     applicable governmental regulatory authorities for use by individuals
     without supervision by a licensed medical practitioner and that are
     directly marketed to public consumers in association or combination with a
     nutraceutical, vitamin, nutritional supplement, health food or similar
     product;

     1.9.3 "Laboratory Field" shall mean the field of diagnosing, predicting and
     monitoring of cardiac risk utilizing systems that are approved by the
     applicable governmental regulatory authorities for use under the
     supervision of trained medical personnel and/or trained healthcare workers
     and that are operated in an outpatient clinic, medical laboratory, patient
     collection center associated with a laboratory, hospital laboratory or
     similar venue providing laboratory services;

     1.9.4 "Professional Field" shall mean the field of diagnosing, predicting
     and monitoring of cardiac risk utilizing systems that are approved by the
     applicable governmental regulatory authorities for use under the
     supervision of a licensed medical practitioner, other than the Laboratory
     Field, as described above;

     1.9.5 "Other Medical Field" shall mean the field of diagnosing, predicting
     and monitoring of cardiac risk utilizing systems that are approved by the
     applicable governmental regulatory authorities for use in all fields other
     than the Consumer, Nutraceutical, Laboratory and Professional Fields.

                                       3

<PAGE>

1.10 "Key Cardiologists" shall mean medical practitioners that are, in MCNEIL's
sole determination, opinion leaders among cardiologists, endocrinologists,
lipidaemiologists and/or general practitioners with a cardiology practice in
Canada.

1.11 "Licensed Fields" shall mean the Consumer, Nutraceutical, Professional and
Other Medical Fields defined above.

1.12 "Licensed Patents" mean (i) the patents and patent applications (and
patents granted therefrom) owned or controlled by IMI at the date hereof set
forth and as described in Appendix C; and (ii) any and all extensions, renewals,
continuations, continuations-in-part, divisions, patents-of-addition, reissues,
reexaminations, supplementary protection certificates or foreign counterparts of
any of the foregoing; and (iii) any and all patents and patent applications
owned or controlled by IMI with the right to sublicense (now or in the future)
which contain claims, the practice of which would infringe the claims of a
patent or patent application included in i) or ii), to the extent that the
foregoing are used in and solely for the purposes of the Licensed Technology.

1.13 "Licensed Product" means any cardiac risk prediction system which measures
skin cholesterol in the Licensed Fields (or any component thereof) which would
infringe a Valid Claim of any Licensed Patent, but for the license granted in
this Agreement. Licensed Product includes:

     1.13.1 "Consumer Product", which is a cardiac risk prediction system (or
     component thereof) which is marketed in the Consumer Field or Nutraceutical
     Field; and

     1.13.2 "Professional Product" which is a cardiac risk prediction system (or
     component thereof) which is marketed in the Professional Field or Other
     Medical Field.

                                        4

<PAGE>

1.14 "Licensed Technology" means a cardiac risk predictor system exclusively
employing a test that measures skin cholesterol by measuring color changes after
application of an indicator component.

1.15 "Licensed Know-How" means the trademarks identified in Appendix D hereto
together with any and all present and future inventions, improvements,
discoveries, claims, formulae, processes, data, trade secrets, software,
technologies, and know-how that are owned or controlled or licensed (to the
extent that such are freely sub-licensable without consent or consideration of
any kind by any third party) by IMI the practice of which would infringe any
Licensed Patents and which are i) incorporated in the manufacture, use or sale
of Licensed Products or ii) claimed or disclosed in any patent or patent
application included in Licensed Patents.

1.16 "Manufacturer's Cost" shall mean the total monies and other consideration
paid by IMI to its suppliers, contractors, and/or subcontractors for the
Licensed Product that is supplied to MCNEIL (including all costs incurred by IMI
to unaffiliated third parties in connection with the importation, sale and
shipment or delivery of Licensed Products to MCNEIL as contemplated herein) less
the following amounts (i) discounts, rebates, or trade allowances actually
allowed or granted to IMI in connection with the Licensed Products (other than
discounts associated with early or prompt payment) and (ii) credits or
allowances actually granted to IMI upon claims (including, without limitation,
claims for destroyed goods) or returns in connection with the Licensed Products,
regardless of the party requesting the return.

1.17 "Net Sales" shall mean the total of (a) all amounts billed, invoiced, or
received (whichever occurs first) for sales or other transfers by (and includes
the fair market value of all non-cash consideration received by) MCNEIL and its
Affiliates and sublicensees from the sale or other transfer of Licensed Product
to third parties and (b) all cash and non-cash consideration

                                       5

<PAGE>

(valued at the fair market value thereof) received by MCNEIL and its Affiliates
in respect of issue fees, maintenance fees, option payments, milestone payments,
and similar non-royalty payments made by sublicensees on account of sublicenses
pursuant to this Agreement from the sublicensing of some or all of the Licensed
Patents and the Licensed Know-How or any grant of rights in connection
therewith, less the following amounts (i) discounts, rebates, or trade
allowances actually allowed or granted in connection with the Licensed Products,
(ii) credits or allowances actually granted upon claims (including, without
limitation, claims for destroyed goods) or returns in connection with the
Licensed Products, regardless of the party requesting the return, (iii) 2% of
the total monies received by MCNEIL and its sublicensees from the sale of
Licensed Product to independent third parties for freight and distribution
charges paid for delivery, and (iv) sales taxes or other governmental charges
(including GST) levied on or measured by the invoiced amount whether absorbed by
the billing or the billed party.

     1.17.1 In the event that the Licensed Products are sold as part of a
     combination product, the Net Sales of the Licensed Products, for the
     purposes of determining royalty payments shall be determined by multiplying
     the Net Sales (as defined in this definition) of the combination product,
     on a per product basis, by the fraction A/(A + B), where A is the average
     sales price of the Licensed Product over the prior 12 month period when
     sold separately in finished form and B is the average sales price of the
     other product(s) over the same 12 month period sold separate in finished
     form. In the event that such average sales price cannot be determined for
     both the Licensed Products and other product(s) in combination, Net Sales
     for purposes of determining royalty payments shall be calculated by
     multiplying the Net Sales of the combination products, on a per product
     basis, by the fraction C/(C + D), where C is MCNEIL's Purchase Price (as
     defined in Section 8.1

                                       6

<PAGE>

     hereof) of the Licensed Products and D is the cost of goods of the other
     product(s), determined in accordance with the method of accounting normally
     employed by MCNEIL in computing cost of goods.

     1.17.2 In the event of (i) a sale or transfer of any Licensed Products by
     MCNEIL, including a sale or transfer to an Affiliate, which are not
     intended for commercial use and which are not to be sold to third parties
     or (ii) the use by MCNEIL or any of its Affiliates of any Licensed Products
     which have been acquired, such Licensed Products shall for the purposes of
     calculating Net Sales be deemed to have been sold to third parties at a
     price equal to the lesser of (i) ***** (ii) ***** (as defined in Section
     8.1 hereof). Notwithstanding the foregoing, the provision of Licensed
     Products as samples in a manner and in quantities consistent with customary
     industry practice shall not be deemed to amount to a Net Sale of such
     Licensed Products.

     1.17.3 For the purposes of the determination of Net Sales for a particular
     sale, such sale shall be deemed to be invoiced at the earlier of (i) the
     date of the actual invoice in respect of such sale and (ii) the date of
     shipment of the Licensed Products to a customer.

1.18 "Specifications" shall mean, in respect of a particular Licensed Product,
the specifications for the Licensed Product and/or the imprinting and bulk
packaging thereof including physical, quality analysis and assurance, test
methodologies, bulk packaging, handling, shipping and other standards,
instructions and procedures for the Licensed Product and its Raw Materials. All
Specifications and any changes agreed to by the parties from time to time shall
be in writing. The current Specifications with respect to the Professional
Product (in its currently intended embodiment) are attached hereto as Appendix
E.

1.19 "Stability Test Program" shall mean the program described in Appendix F.

                                        7

<PAGE>

1.20 "Territory" shall mean Canada and its territories and possessions.

1.21 "Valid Claim" means a claim in any unexpired, issued patent within the
Licensed Patents which has not been held invalid or unenforceable by a
nonappealed or unappealable decision by a court or other appropriate body of
competent jurisdiction, and which is not admitted to be invalid through
disclaimer, dedication to the public or otherwise.

                                   ARTICLE II

                           DEVELOPMENT OF THE PRODUCT

2.1  IMI will work with MCNEIL as herein set out in an effort to commercialize
Licensed Product in the Professional Field. At MCNEIL's expense, IMI agrees to
conform Licensed Product, including without limitation software, to reflect
MCNEIL's trademarks and commercially reasonable packaging, product format, and
labeling requirements. IMI will conduct research and development as herein set
out to work towards the development of a commercially salable Licensed Product
in the Consumer Field.

     2.1.1 IMI will conduct the Clinical Development Program as described in
     Appendix A. The data generated by this program is intended to be sufficient
     to support and/or investigate product claims, product indications, and/or
     market positioning, as appropriate. The data generated is intended to be
     used in preparing submissions by IMI to gain governmental regulatory
     approvals in the Territory relating to a Licensed Product in the
     Professional Field.

     2.1.2 IMI will conduct the Consumer Product Development Program as
     described in Appendix B. The data generated by this program is intended to
     provide support for and/or investigate product claims, product indications,
     and/or market positioning of a Licensed Product in the Consumer Field, as
     appropriate. The data generated is intended

                                        8

<PAGE>

     to be used in preparing submissions by IMI to gain governmental regulatory
     approvals in the Territory relating to a Licensed Product in the Consumer
     Field.

2.2  IMI shall bear all of its costs related to the Clinical Development Program
and the Consumer Product Development Program, including without limitation the
portions of such program which relate to the consumer delivery system(s) for a
Consumer Product, testing technology(ies) and related computer software to meet
specifications mutually agreed upon by IMI and MCNEIL.

2.3  Either IMI or MCNEIL may suggest changes to the scope, activities,
direction or sequence of the research and development, including without
limitation product design goals, specifications, and schedules, which shall be
effected upon mutual agreement of the parties.

2.4  Prior to and (with the exception of Section 2.4.1 hereof) after the launch
of a Licensed Product in any applicable Licensed Field, MCNEIL agrees to perform
the following activities and services:

     2.4.1  *****

     2.4.2  *****

     2.4.3  *****

     2.4.4  *****

     2.4.5  *****

2.5  After the launch of a Licensed Product in the Professional Field, MCNEIL
agrees to perform the following activities and services:

     2.5.1  *****

     2.5.2  *****

     2.5.3  *****

                                        9

<PAGE>

                                  ARTICLE III

                 LICENSE GRANTS, EXCLUSIVITY, AND FUTURE RIGHTS

3.1  For the term of this Agreement, IMI hereby grants to MCNEIL the exclusive
right and license in the Licensed Fields under the Licensed Patents and Licensed
Know-How to use, sell and have sold products. processes and/or apparatus
embodying the Licensed Patents and/or Licensed Know-How in the Territory. MCNEIL
may grant sublicenses of such rights, subject to IMI's prior written approval.
IMI's approval will be deemed granted unless it provides written objection
within fifteen (15) Business Days of MCNEIL's written notification of its desire
to grant a particular sublicense. MCNEIL shall not use or sublicense any rights
granted hereunder or offer any Licensed Products to any person whom MCNEIL has
reason to believe will use such rights or Licensed Products outside of the
Territory.

3.2  IMI hereby grants to MCNEIL a non-assignable option to an exclusive license
in the Laboratory Field in the Territory, exercisable by written notice to IMI
of such exercise prior to the first anniversary of the Effective Date (subject
to payment by MCNEIL to IMI of a one-time fee of one hundred thousand dollars
($100,000.00) within ten (10) days of providing such notice to IMI). Upon due
and timely payment of such one-time fee, the Licensed Fields, as defined in
Section 1.11 above, will be deemed to include the Laboratory Field, and the
Licensed Products, as defined in Section 1.13 above, will be deemed to include a
cardiac risk prediction device or component thereof developed for and intended
for sale in the Laboratory Field, provided that such inclusions shall not
obligate IMI to develop any Licensed Product independent of any existing
Consumer Product or Professional Product. In the event of MCNEIL's exercise of
such option, it shall perform similar activities and services as those outlined
in Sections 2.4 and 2.5 hereof in connection with the Laboratory Field.

                                       10

<PAGE>

3.3  Subject to the provisions of Article XV hereof, and solely for the purposes
of obtaining marketing data for use in Canada., IMI hereby consents to MCNEIL
reviewing and testing the Licensed Product for use in the Professional Field and
the concept relating thereto (including, without limitation, the
pharmaco-economic model associated therewith) in the United States solely as a
basis for discussions with a U.S. third party health management organization.
Notwithstanding the foregoing, no disclosure shall be made without the prior
written approval of IMI and on terms which IMI determines in its sole discretion
appropriately protect its proprietary interests.

3.4  If, at any time during the term of this Agreement, MCNEIL has a desire to
obtain a license, as otherwise described in this Article III but outside of
Territory, MCNEIL shall have the right to enquire about such license from IMI.
If IMI has not, at the time of MCNEIL's enquiry,
already licensed the desired rights to a third party or unless IMI otherwise
considers that it is not in IMI's best interests to engage in such discussions,
IMI will enter into discussions with MCNEIL concerning such license (provided
that nothing herein contained shall in any way limit IMI's right and ability to
terminate any such discussions at any time for any reason).

                                   ARTICLE IV

                              PAYMENTS AND REPORTS

4.1  As consideration for the rights granted herein by IMI to MCNEIL, MCNEIL
hereby agrees to make the following payments to IMI:

     4.1.1 MCNEIL will pay a royalty to IMI on the Net Sales of Licensed Product
at one of the following rates:

           (a)  *****

           (b)  *****

                                       11

<PAGE>

          (c)  *****

     *****

     4.1.2 MCNEIL will make the following one-time milestone payments to IMI
     based on the combined Net Sales of all Licensed Product:

          (a)  ***** after the Annual Sales first exceed *****

          (b)  ***** after the Annual Sales first exceed *****

          (c)  ***** after the Annual Sales first exceed *****

          (d)  ***** after the Annual Sales first exceed *****

     *****

     4.1.3 MCNEIL will make the following one-time milestone payments to IMI
     based on the Net Sales of Consumer Products:

          (a)  ***** after the Annual Sales first exceed *****

          (b)  ***** after the Annual Sales first exceed *****

     *****

4.2  MCNEIL shall keep true and accurate records and books of account containing
all data reasonably required for the computing of and verification of the Net
Sales and payments to be made in accordance with this Article. Such records
shall be retained for at least the period of time that documentation must be
preserved in accordance with the requirements and guidelines of applicable
government authorities (but in no event less than seven years) and shall be
available during normal business hours for inspection by IMI's agents on its
behalf for the sole purpose of verifying the amount of payments to be made
hereunder. In the event that any such inspection shows an under-reporting and
underpayment for any three month period, then MCNEIL shall pay such amount to
IMI. In the event that any such inspection shows an over-

                                       12

<PAGE>

reporting and overpayment for any three month period, then MCNEIL shall reduce
any then current payments owed to IMI by such amount. In the event that any such
inspection shows an under-reporting and underpayment in excess of five percent
for any three month period, then IMI shall also be entitled to be reimbursed for
the cost of the inspection. Within fifteen (15) days following each quarterly
period of a calendar year during which royalties are due under this Agreement,
MCNEIL shall render to IMI the written report attached as Appendix G which sets
forth the amount of royalties due and payable based on sales of such Licensed
Products during such calendar quarter, and MCNEIL shall, upon rendering such
report, remit to IMI the amount of royalties shown thereby to be due.

                                   ARTICLE V

                            GOVERNMENT AUTHORIZATIONS

5.1  IMI shall conduct the Consumer Product Development Program in accordance
with Section 2.1.2 hereof.

5.2  Notwithstanding the previous section, MCNEIL shall have the right to
participate with IMI in communications with the governmental health authorities
in the Territory for all issues relating to a Licensed Product. Therefore, IMI
shall promptly provide copies to MCNEIL of all correspondence received from any
governmental health authorities in the Territory relating to any Licensed
Product and shall consult with MCNEIL prior to responding to any such
correspondence and prior to initiating any other communications with any
governmental health authorities in the Territory relating to any Licensed
Product.

5.3  Under terms of this Agreement MCNEIL will have the responsibility of
communicating with consumers and the health care profession and some of these
communications may relate to complaints related to the Licensed Products. MCNEIL
agrees to provide notice of any complaint

                                       13

<PAGE>

relating to the Licensed Products to IMI within 72 hours of the receipt of such
complaint, confirmed in writing within fifteen (15) days of the receipt of such
complaint. IMI agrees to provide written notice of any complaints relating to
the Licensed Products that it may receive to MCNEIL within 72 hours of the
receipt of such complaint, confirmed in writing within fifteen (15) days of the
receipt of such complaint. IMI agrees to undertake all actions necessary to
comply with regulatory and legal requirements relating to the Licensed Products
arising from the complaints to the extent that IMI determines that the
complaints are justified. Should MCNEIL, in MCNEIL's sole discretion, deem
further actions necessary, IMI agrees to cooperate with MCNEIL and to allow
MCNEIL to make any notification MCNEIL in its sole discretion deems appropriate
to any governmental agency. Should IMI, in IMI's sole discretion, deem further
actions necessary, MCNEIL agrees to cooperate with IMI and to allow IMI to make
any notification IMI in its sole discretion deems appropriate to, or make any
response required of, any governmental agency. Following these actions, MCNEIL
will have the responsibility of communicating with consumers and the health care
profession. Unless otherwise required by law, each of IMI and MCNEIL will
consult with one another with respect to the form and substance of all
communications contemplated in this Section.

                                   ARTICLE VI

                               SUPPLY REQUIREMENTS

6.1  During the term of this Agreement in the Territory, and subject to the
provisions of this Article VI, IMI shall have manufactured for and supply to
MCNEIL, all of the Licensed Product as may be required of IMI by MCNEIL, and
MCNEIL shall purchase all of its requirements for the Licensed Product from IMI,
all of which shall be manufactured in accordance with their respective
Specifications.

                                       14

<PAGE>

     6.1.1 In the event that IMI is unable to supply all of the Licensed Product
     as may be required by MCNEIL from the manufacturing facilities as referred
     to in Section 7.1 because of either: (i) a force majeure as detailed in
     Section 19.8, which force majeure continues uninterrupted for a period in
     excess of ninety (90) days; and/or (ii) a failure to meet binding estimates
     for expected purchases of Licensed Product pursuant to the forecasts
     provided pursuant to Section 6.3 hereof for a consecutive three (3) month
     period, IMI hereby grants to MCNEIL and its Affiliates under Licensed
     Patents and Licensed Know-How, a license, with the right to grant
     sublicenses, to make, have made, and use Licensed Product anywhere in the
     world solely for sale in the Territory only for that period of time during
     which the force majeure and/or production limitations continue to exist and
     only to the extent necessary to meet any binding estimate for such expected
     purchases pursuant to such forecasts, after which such license shall
     immediately terminate (and, for greater certainty, MCNEIL shall be entitled
     to sell or otherwise distribute such levels of inventories of such Licensed
     Product). For greater certainty, the parties acknowledge that such license
     grant shall not be operative in connection with any failure by IMI to meet
     revised projections for formerly binding estimates provided pursuant to
     succeeding forecasts. Subject to Section 10.3, IMI shall reimburse any
     extra costs paid to third parties that MCNEIL shall incur as a result of
     IMI's failure to supply MCNEIL's required quantities of Licensed Product.

     6.1.2 In the event that MCNEIL believes that:

           (i)  one or more components of any Licensed Product may be obtained
                at an appropriate quality level for a lower price than supplied
                through IMI, or

                                       15

<PAGE>

           (ii) the supply of any Licensed Product or one or more components of
                any Licensed Product may be improved through sources other than
                through IMI's suppliers;

     and MCNEIL identifies to IMI a potential supplier (the "Alternate
     Supplier") anywhere in the world which is satisfactory to IMI and which is
     able to manufacture Licensed Product or such components, as the case may
     be, in accordance with the Specifications, then provided that the obtaining
     of such components would not have an effect on the regulatory approval
     relating to the marketing of such Licensed Product, IMI may enter into a
     supply agreement with the Alternate Supplier on terms and conditions
     satisfactory to IMI and MCNEIL.

           6.1.2.1  MCNEIL shall reimburse IMI for all costs paid to third
           parties in connection with entering into supply arrangements with the
           Alternate Supplier and in connection with verifying that the
           Alternate Supplier will be able to manufacture in accordance with the
           Specifications and that such arrangements will not effect any
           governmental or regulatory approvals obtained or required to be
           obtained to market such Licensed Product (or, if they will affect
           such approvals, that such approvals may be obtained on reasonable
           terms if the Alternate Supplier supplies the Licensed Product), and
           shall indenmify and hold IMI harmless from all liabilities and
           obligations arising under such supply arrangements relating to any
           payments which IMI shall be required to make in connection therewith
           relating to obtaining such supply (including, without limitation, any
           up-front payments and any minimum quantities which must be
           purchased).

                                       16

<PAGE>

           6.1.2.2  Notwithstanding anything contained in this Agreement, IMI
           shall have no liability to MCNEIL as a result of any breach or
           non-performance of an Alternate Supplier that provides Licensed
           Products or otherwise in respect of any Licensed Products supplied by
           the Alternate Supplier unless (i) IMI shall have expressly agreed in
           writing with MCNEIL that the provisions of this Section 6.1.2.2 and
           the indemnification (and hold harmless) provisions of Section 6.1
           .2.1 shall not apply or (ii) IMI has contracted with the Alternate
           Supplier on an exclusive basis for the supply of Licensed Products.

6.2  *****

6.3  Prior to the beginning of the first full calendar month following the
execution of this Agreement, and thereafter by the ***** Business Day of each
succeeding calendar month, MCNEIL shall provide IMI with an estimate of and
commitment for its expected purchases of each Licensed Product in each of the
following twelve (12) months, which forecast shall be non-binding in respect of
*****. Each succeeding forecast shall revise any preceding forecasts (but shall
not amend any month in respect of which there was a binding commitment except
with the consent of IMI). To the extent that any succeeding forecast reflects
revised increased projections for purchases for a month for which a binding
estimate has already been given through a prior forecast, IMI shall use
commercially reasonable efforts to meet such increased demand but shall have no
liability to MCNEIL if it is unable for any reason to do so. The form of
estimate and commitment of MCNEIL with respect to the Licensed Product is
attached as Appendix H hereto. Notwithstanding anything contained herein, IMI
shall have no liability to MCNEIL in respect of the failure to deliver Licensed
Product in respect of which a binding commitment has not been

                                       17

<PAGE>

made by MCNEIL hereunder. All forecasts and commitments by MCNEIL shall be
subject to the provisions of Section 6.4 hereof.

6.4  MCNEIL shall place purchase orders for the Licensed Product with IMI from
time to time in accordance with the amounts committed under Section 6.3,
specifying the quantities of the Licensed Product desired, and the place(s) to
which and the manner and dates by which, shipment is to be made; said shipment
dates to be no less than thirty (30) days from the purchase order date. IMI
agrees to use commercially reasonable efforts to fulfill purchase orders,
including such as may be in excess of the forecast amounts which are binding
pursuant to Section 6.3, but shall have no obligation to accomplish such
fulfillment beyond such binding forecast amounts. Should the purchase orders, in
any given period, exceed the forecast amounts which are binding pursuant to
Section 6.3, the parties will jointly undertake commercially reasonable
activities to attempt to fulfill such requirements. MCNEIL shall be responsible
for making all commercially reasonable arrangements necessary associated with
delivery of Licensed Products and/or the components thereof after such items are
available for pick-up at the site of manufacture thereof.

6.5  Subject to the foregoing provisions of this Article VI, IMI shall satisfy
all purchase orders by shipment of all ordered Licensed Product, no later than
the shipment dates provided in MCNEIL's purchase orders to the place(s) and in
the manner directed by MCNEIL.

6.6  As of the time of delivery by IMI, the Licensed Product will conform to the
Specifications.

6.7  IMI and its selected manufacturer shall perform quality control tests and
assays, as appropriate and set out in Appendix I, on all packaging, raw
materials and finished Licensed Product or portions thereof, in accordance with
the Specifications, and IMI's and its selected

                                       18

<PAGE>

manufacturer's customary procedures. IMI and its selected manufacturer shall
prepare and maintain, as hereinafter contemplated, batch records and a retained
sample, properly stored, from each lot or batch of Licensed Product or portions
thereof manufactured, sufficient to perform quality control tests specified in
the Specifications at least twice; the obligation in the foregoing sentence
shall apply:

     (a)  in respect of the Reader, for the duration of the then-projected
          useful life of the Reader; and

     (b)  in respect of all other components of the test kits, samples shall be
          maintained until the expiry date of the particular samples and batch
          records shall be maintained for ***** thereafter.

A copy of the certificate of analysis shall be provided to MCNEIL with each
batch or lot shipped to MCNEIL.

6.8  All Licensed Product, from the time it is available to be shipped by IMI or
on its behalf in accordance with the purchase orders, shall have a remaining
shelf life of not less than *****, provided, however, that IMI shall undertake
research and development with a view to increasing such shelf life.

6.9  *****

                                   ARTICLE VII

                                   MANUFACTURE

7.1  In the manufacture of the Licensed Product for MCNEIL, IMI shall ensure
compliance, by itself and its suppliers and subcontractors, with all applicable
US FDA and J&J Corporate Quality Systems Regulations as outlined in Appendix J
and all applicable federal, provincial and local government and regulatory
requirements (including, without limitation, safety and

                                       19

<PAGE>

environmental requirements) and all applicable Specifications. IMI agrees to
keep exact, true and complete records of the supply of the Licensed Product to
MCNEIL and IMI agrees to require that its suppliers keep exact, true and
complete records of the manufacture and supply of the Licensed Product to
MCNEIL, which shall at all reasonable times, and upon reasonable notice be
available for examination, audit and copying by MCNEIL and its representatives.
IMI shall have the Licensed Product manufactured at its suppliers plants located
in Diagnostic Chemicals Limited, Charlottetown, Prince Edward Island, Canada and
X-Rite Incorporated, Grandville, Michigan, USA. or such other manufacturers
selected by IMI and which are satisfactory to MCNEIL, acting reasonably.

7.2  In the event MCNEIL and IMI mutually determine to amend the Specifications
in any respect, IMI shall use its reasonable commercial efforts to implement
such amendments through its suppliers (and, if considered commercially
reasonable and if such suppliers are unwilling or unable to implement such
amendments, then the parties will mutually consider changing suppliers or
further modifying the Specifications in a manner which may be implemented
through the existing suppliers), or such other amendments as may be mutually
agreed to by the parties. If any such amendments are requested by MCNEIL, MCNEIL
shall be responsible for reimbursing IMI for all costs associated therewith.
Except as contemplated in Section 9.1, IMI and MCNEIL shall agree on all
amendments to the Specifications.

7.3  MCNEIL shall have the right, at its own expense, to inspect at all
reasonable times during normal business hours, and on reasonable prior notice to
IMI and the manufacturer, as applicable, the operations and facilities of IMI
and its suppliers in which the Licensed Product is manufactured, packaged,
inspected, tested, labeled, stored or shipped; provided, that IMI or such
supplier may refuse entry to areas where products of other customers are being
manufactured,

                                       20

<PAGE>

inspected or packaged, in order to fulfill its obligations of confidentiality to
these customers. IMI agrees to comply with MCNEIL's reasonable requests and to
ensure that its suppliers comply with MCNEIL's reasonable requests to modify
plant conditions, policies or practices, to conform said conditions, policies or
practices to all applicable regulatory requirements and all Specifications.

7.4  IMI and MCNEIL agree to permit and fully cooperate with, and to require its
suppliers to permit and fully cooperate with, any inspections by federal or
provincial regulatory representatives of the facilities used to manufacture or
store Licensed Product. IMI shall notify MCNEIL immediately when the inspection
is scheduled, allow representatives of MCNEIL to be present at such inspection
and report the results of any such inspection relating to the manufacture of
Licensed Product to MCNEIL. IMI further agrees to comply with and require its
suppliers to comply with all required modifications as may be necessary to
conform to all applicable regulatory requirements.

7.5  IMI shall, and shall require its supplier to, conduct regular stability
tests of chemical components and finished goods of the Licensed Product pursuant
to the Stability Test Program (Appendix F) and to provide written stability
reports in compliance with such test program to MCNEIL within one month of the
conclusion of each calendar year. IMI agrees to initiate and pursue an ongoing
stability program with the objective of extending the shelf *****. IMI shall
promptly notify MCNEIL of any batch of Licensed Product or component thereof
that fails to meet any minimum standard set out in such Test Program.

                                       21

<PAGE>

                                  ARTICLE VIII

                                 PURCHASE PRICE

8.1  MCNEIL shall purchase from IMI and IMI shall sell to MCNEIL all of the
Licensed Product as may be ordered by MCNEIL at a price (the "Purchase Price")
equal to the amount which results when the Multiple is multiplied by the
Manufacturer's Cost. For the purposes hereof, the "Multiple" shall, in a given
calendar year, be

     (i)   ***** in respect of all components of the Purchase Price other than
           that amount (the "Reader Amount") of the Manufacturer's Costs
           relating to monies and other consideration paid by IMI to the
           suppliers, contractors, and/or subcontractors of the colour
           measurement instrument (the "Reader"), if royalties are paid pursuant
           to Section 4.1.1(a) in the year in which the Licensed Product is
           shipped to MCNEIL;

     (ii)  ***** in respect of all components of the Purchase Price other than
           the Reader Amount, if royalties are paid pursuant to Section
           4.1.1(b) in the year in which the Licensed Product is shipped to
           MCNEIL;

     (iii) ***** in respect of all components of the Purchase Price other than
           the Reader Amount, if royalties are paid pursuant to Section 4.1.1(c)
           in the year in which the Licensed Product is shipped to MCNEIL; and

     (iv)  ***** for the Reader Amount, *****

     If the Multiple for a given Manufacturer's Cost is based upon a particular
     level and expectation of Annual Sales in a given calendar year giving rise
     to a calculation based (and, therefore, a particular royalty rate pursuant
     to Section 4.1.1), and if it is subsequently determined that the royalty
     rate for such year is different, then IMI shall,

                                       22

<PAGE>

          after it is determined what the royalty rate in respect of such year
          is, shall make such payments to MCNEIL to adjust for the prior
          payment, without interest. ***** Subject to the terms hereof, MCNEIL
          shall be able to consult with IMI in connection with any problems
          arising in connection with service, regulatory or cost of goods issues
          associated with the manufacture of Licensed Products. However, if IMI
          ceases to supply any Licensed Products to MCNEIL, no Administration
          Charge or Minimum Administration Charge shall be payable to IMI.

8.2       The Purchase Price will be F.O.B. IMI's place of manufacture or supply
and will be inclusive of all imprinting and bulk packaging costs.

8.3       MCNEIL shall pay all actual freight, insurance and government sales
tax imposed on purchases of finished goods for resale, and import and export
duties and other fees and costs incurred in connection with the importation,
sale and shipment of the Licensed Product to MCNEIL. Risk of loss shall belong
to MCNEIL when such goods are provided to the carrier designated by MCNEIL
responsible for transporting the Licensed Product from IMI's place of
manufacture or supply.

8.4       Payments to IMI for the Purchase Price of the Licensed Product shall
be made by MCNEIL within thirty (30) days after the earlier of (i) the date of
shipment thereof to the destination specified by MCNEIL and (ii) the date of
shipment contemplated in the original purchase order or commitment provided by
MCNEIL as contemplated in Sections 6.3 and 6.4 (if the Licensed Products are
available for shipment but MCNEIL requests that delivery be delayed for any
reason), except as to the Licensed Product orders which do not conform to the
Specifications.

                                       23

<PAGE>

         8.5    IMI and MCNEIL shall cooperate in identifying and implementing
raw material and manufacturing improvements that result in increased Licensed
Product production efficiencies and capabilities, subject to ensuring that such
improvements are in compliance with applicable regulatory and governmental
approvals and permits. ***** The Purchase Price for the Licensed Product shall
be adjusted accordingly to reflect any such cost savings/improvements and shall
be effective upon the implementation of such improvements. *****

8.6      *****

                                   ARTICLE IX

                             PACKAGING AND LABELING

9.1      All Licensed Product supplied by IMI to MCNEIL shall be in the finished
goods format as set out in the Specifications, including, but not limited to,
package sizes, shapes and formats. MCNEIL will work with IMI to develop
packaging and labeling that is suitable and in compliance with applicable
government and regulatory regulations and requirements. MCNEIL has the
discretion to establish Specifications for packaging, labeling, and finished
goods format provided that such Specifications would conform to the foregoing
regulations and requirements. MCNEIL shall be responsible for ensuring that such
Specifications are in compliance with the foregoing regulations and
requirements.

9.2      IMI agrees to mark, affix, label or otherwise use MCNEIL's trademarks,
tradenames and tradedresses on the Licensed Products and its bulk packaging in
such manner as MCNEIL may reasonably request and, in this regard, IMI is hereby
granted a non-exclusive license, sublicensable to all of IMI's manufacturers and
suppliers, to use the same for such purpose. IMI shall not use any markings,
logos, legends, labels or notices whatsoever on the Licensed Product

                                       24

<PAGE>

or its packaging except as may be authorized in advance in writing by MCNEIL.
MCNEIL shall reimburse IMI for all costs associated with matters contemplated in
this Section.

                                    ARTICLE X

                                   INSPECTION

10.1     Acceptance of the Licensed Product ordered by MCNEIL shall be subject
to inspection and approval by MCNEIL's quality assurance personnel or such other
technical representatives as MCNEIL may select, with respect to whether each
order of the Licensed Product conforms to the applicable Specifications.

10.2     MCNEIL shall, as promptly as practical, but not more than fifteen (15)
working days after actual receipt of a Licensed Product order, notify IMI of its
disapproval, if any, of samples of the Licensed Product inspected and its
non-acceptance of the Licensed Product order in the event MCNEIL is of the
opinion that a Licensed Product sample fails to conform to the Specifications.
The foregoing time period is not intended to include Licensed Product which
contains a latent defect which has not been caused by MCNEIL.

10.3     IMI shall, within thirty (30) days after it is determined that any
Licensed Product does not conform to the applicable Specifications, replace any
Licensed Product not conforming to the applicable Specifications (unless such
defect is due to any negligent or wrongful act or omission by MCNEIL or its
agents or subcontractors). If MCNEIL shall previously have paid for the Licensed
Product being replaced, then the replacement shall be at IMI's cost and expense,
including shipping costs. MCNEIL's remedy for the delivery by IMI of Licensed
Product which does not conform to the Specifications and which has not caused
damages to any third party is to require that IMI replace such Licensed Product.
If MCNEIL shall not have previously paid for the Licensed Product being
replaced, then MCNEIL shall be obliged to pay for the replacement

                                       25

<PAGE>

Licensed Product on the same terms and conditions as if originally delivered in
accordance with the Specifications. IMI shall be responsible for all costs
related to the return or destruction of the nonconforming Licensed Product.
Notwithstanding the foregoing, any non-conformance relating to the performance
of the Licensed Product in accordance with the Specifications shall be reported
to IMI within the time period set out in Section 10.2.

10.4     If MCNEIL alleges that any Licensed Product does not conform to the
applicable Specifications. it shall give written notice thereof to IMI as herein
contemplated, which notice shall contain such information as required by the
"Non-Conforming Notice" attached as Appendix L. MCNEIL shall not return any such
Licensed Product to IMI or its manufacturer except as permitted hereunder. Upon
receipt by IMI of the Non-Conforming Notice, IMI shall deliver to MCNEIL a
"returned goods authorization form" attached as Appendix M, executed by IMI,
containing instructions and directions as to the disposition of the Licensed
Product which MCNEIL alleges does not conform to the applicable Specifications.
If IMI requires that such products be returned or destroyed by MCNEIL, such
return or destruction shall be at IMI's expense including shipping costs.

10.5     MCNEIL's right to inspect and right to replacement of the Licensed
Product not conforming to applicable Specifications shall not preclude MCNEIL
from exercising or enforcing any other rights or remedies it may have to redress
any loss or damage resulting from IMI's failure to timely supply the Licensed
Product conforming to the Specifications.

                                   ARTICLE XI

                           WARRANTIES AND INDEMNITIES

11.1     IMI warrants that it has the unencumbered right to convey the rights
granted by this Agreement.

                                       26

<PAGE>

11.2     IMI warrants that all Licensed Product when supplied to MCNEIL shall
conform to and shall be produced in compliance with all relevant US FDA
requirements and with all applicable Canadian federal, provincial, and local
government and regulatory requirements and the Specifications.

11.3     IMI warrants that, to its knowledge as of the Effective Date (without
having made any additional enquiries beyond its actual knowledge), the
manufacture, importation, use and sale of the Professional Product (in its
currently intended embodiment) does not infringe the patents of any third party
in Canada.

11.4     IMI represents and warrants that the intellectual property rights
licensed or made available to MCNEIL hereunder are all intellectual property
rights owned by IMI or to which IMI has a valid license that relate to the
Licensed Technology.

11.5     IMI warrants that it has not granted any license, right or interest in
or to any Licensed Product, or any method of manufacture thereof, to any third
party relating to Licensed Products which are to be marketed in the Territory,
other than licenses for the purposes of manufacturing for IMI.

11.6     IMI agrees to indemnify and hold MCNEIL and its Affiliates harmless
against any action, claims, damages, injuries, losses, costs and expenses
(including reasonable attorney's fees and disbursements) arising from or alleged
or claimed to arise from (i) personal injury, death or property damage sustained
by any person resulting from any intentionally wrongful act or omission or sole
negligence of IMI or its employees or agents in performing services specified in
this Agreement; (ii) personal injury, death or property damage sustained by any
person resulting from use of the Licensed Product manufactured or supplied by
IMI unless such arises solely from a negligent or intentionally wrongful act or
omission by MCNEIL or its Affiliates,

                                       27

<PAGE>

employees or agents; or (iii) any material breach by IMI of its obligations or
warranties under this Agreement.

11.7 MCNEIL agrees to indemnify and hold IMI and its Affiliates harmless against
any actions, claims, damages, injuries, losses, costs and expenses (including
reasonable attorney's fees and disbursements) arising from or alleged or claimed
to arise from (i) any material breach by MCNEIL of its obligations or warranties
under this Agreement; or (ii) personal injury, death or property damage
sustained by any person resulting from any intentionally wrongful act or
omission or sole negligence of MCNEIL or its Affiliates, employees or agents.

11.8 A party seeking indemnification hereunder agrees to give prompt written
notice to the indemnifying party after the receipt of any written notice of the
commencement of any action, suit, proceeding or investigation or threat thereof
made in writing for which such party will claim indemnification pursuant to this
Agreement provided that the failure to so notify will relieve the indemnifying
party from liability to the extent it has been prejudiced by such failure.

11.9 IMI recognizes that MCNEIL and its Affiliates have been actively involved
in investments and developments in the fields of cardiac risk assessment and
cardiac health and in the investigation of entries into such fields. MCNEIL and
its Affiliates intend to continue with such activities and make no
representation or warranty that it will be able to successfully market any
Licensed Product under this Agreement or that Licensed Product will be the
exclusive means by which MCNEIL and its Affiliates may participate in these
fields. IMI agrees that the activities and services that MCNEIL undertakes under
Sections 2.4 and 2.5, the royalties provided for in Article III, and the other
covenants of MCNEIL contained in this Section 11.9, herein, are full
consideration for the licenses granted herein. Furthermore, all business
decisions including, without limitation, the sale, price and promotion of
Licensed Product in the Territory and the

                                       28

<PAGE>

decision whether to sell a particular Licensed Product shall be within the sole
discretion of MCNEIL. IMI and MCNEIL further agree that the activities and
services that MCNEIL undertakes under Sections 2.4 and 2.5 and the termination
provisions provided for under Section 17.4, herein, are in lieu of any
obligation of any specific level or standard of efforts to be used by MCNEIL in
the marketing of Licensed Products.

11.10 Except for the express warranties or representations contained in this
Agreement, each party hereby disclaims all warranties, conditions or
representations, express, implied or statutory, to the other party hereto, with
respect to any products, services, content or other materials provided by such
party hereunder relating to merchantability or fitness for a particular purpose
other than in respect of such uses and purposes as are permitted under
applicable regulatory licenses. Notwithstanding any other provision hereof,
under no circumstances shall either party be liable to the other for any
consequential, incidental, indirect, punitive or special damages arising from or
in any way out of this Agreement or the services to be provided hereunder,
however caused, whether arising under a theory of contract, tort (including
without limitation negligence) or otherwise including without limitation damages
for lost profits, revenues, business or goodwill, whether or not such party has
been advised of the possibility of such damages.

11.11 The provisions and obligations of this Article XI shall survive expiration
or any termination of this Agreement.

                                   ARTICLE XII

                                    INSURANCE

12.1  IMI shall obtain and maintain at all times during the term of this
Agreement Comprehensive General Liability Insurance, including Products
Liability, ***** IMI shall

                                       29

<PAGE>

provide MCNEIL with a Certificate of Insurance evidencing this coverage within
thirty (30) days following written request by MCNEIL.

                                  ARTICLE XIII

                                 PRODUCT RECALLS

13.1 In the event of a recall of the Licensed Product required by a governmental
agency or authority of competent jurisdiction or if recall of the Licensed
Product is considered by MCNEIL to be advisable, such recall shall be promptly
implemented and administered by MCNEIL in a manner which is appropriate and
reasonable under the circumstances and in conformity with accepted trade
practices. The costs of any such recall shall be borne by the party or parties
whose actions caused the recall to be necessary (provided that if the recall is
initiated by MCNEIL in circumstances where it considers that such recall is
advisable but where the recall is not suggested by governmental agency or
authority of competent jurisdiction or due to non-compliance with applicable
Specifications, the costs of such recall shall be borne by MCNEIL).

13.2 The provisions and obligations of this Article XIII shall survive any
termination of this Agreement.

                                  ARTICLE XIV

                             PATENTS AND TRADEMARKS

14.1 IMI agrees to prosecute or cause to be prosecuted the applications for
patents included in the Licensed Patents, maintain such Licensed Patents, and
defend, at its option, against any action by any third party for invalidation or
revocation of any Licensed Patent. IMI shall notify MCNEIL in the event IMI (A)
decides to abandon or discontinue the prosecution in the Territory of any patent
application included in the Licensed Patents; (B) decides not to pay the
maintenance fee in the Territory due on any patent application or patent
included in the Licensed

                                       30

<PAGE>

Patents; or (C) decides not to defend against any action by any third party for
invalidation or revocation of any patent application or patent included in the
Licensed Patents insofar as such Licensed Patents relate to the Territory. Such
notice to MCNEIL shall be sufficiently in advance of any abandonment,
discontinuance, maintenance fee due date, or response date so as to give MCNEIL
reasonable time to consider and exercise the following option:

     14.1.1 MCNEIL shall have the option, exercisable upon written notice to
     IMI, to assume full responsibility for the prosecution of the affected
     application in the Territory, to pay the maintenance fees due on the patent
     application or patent in the Territory, or to defend against such third
     party action insofar as such action relates to the Territory. In such
     circumstances, IMI agrees to assign to MCNEIL any such subject patent or
     patent application.

14.2 If IMI or MCNEIL become aware of any infringement in the Territory by a
third party of any issued patent included in Licensed Patents, that party shall
promptly notify the other party in writing to that effect. IMI shall have the
right, but not the obligation, to initiate a suit relating to such infringement.
If IMI determines to initiate such a suit, IMI shall bear all the expenses of
any suit brought by it and shall retain all damages or other moneys awarded or
received in settlement of such suit. MCNEIL will cooperate with IMI in any such
suit and shall have the right to consult with IMI and be represented by its own
counsel at its own expense.

     14.2.1 If, after the expiration of said one hundred and twenty (120) days
     from the date of said notice, IMI has not obtained a discontinuance of such
     infringement, or brought suit against the third party infringer, then
     MCNEIL shall have the right, but not the obligation, to bring suit against
     such infringer and join IMI as a party plaintiff, provided that MCNEIL
     shall bear all the expenses of such suit (and shall reimburse IMI for all
     expenses

                                       31

<PAGE>

     (excluding legal expenses) incurred by it in connection with such suit, if
     any) and shall retain all damages or other moneys awarded or received in
     settlement of such suit. Any such suit shall relate solely to the Territory
     and shall not extend to any territory outside the Territory. IMI will
     cooperate with MCNEIL in any suit for infringement in the Territory of any
     infringement of a patent of the Licensed Patents brought by MCNEIL against
     a third party, and shall have the right to consult with MCNEIL and to
     participate in and be represented by independent counsel in such litigation
     at its own expense (except as contemplated in the immediately preceding
     sentence or if IMI's involvement in such litigation is necessary as a
     result of MCNEIL having initiated the suit). MCNEIL shall incur no
     liability to IMI as a consequence of such litigation or any unfavorable
     decision resulting therefrom, including any decision holding the patent
     invalid or unenforceable.

14.3 In the event IMI or MCNEIL learn that the making, using or selling of
Licensed Product infringes, will infringe or is alleged by a third party to
infringe, in the Territory, a third party patent, the party becoming aware of
same shall promptly notify the other. IMI and MCNEIL shall thereafter attempt to
agree upon a course of action which may include: (a) modifying of the Licensed
Product or its use and manufacture so as to be non-infringing; or (b) obtaining
a license or assignment from said third party. In the event IMI or MCNEIL cannot
agree on modifying the Licensed Product pursuant to the foregoing sentence, (and
whether or not IMI or MCNEIL have received notice from a third party alleging
that the making, importing, using or selling of Licensed Product infringes or
will infringe, in the Territory, a third party patent), IMI shall in the first
instance have the right to negotiate with said third party for such license or
assignment in a territory including the Territory. In the event that such
negotiation results in a consummated agreement, then (i) all costs associated
with any lump sum payment and/or royalties to be paid

                                       32

<PAGE>

thereunder shall, when paid, be shared equally by IMI and MCNEIL and (ii) such
licensed patents shall be included in the definition of Licensed Patents only to
the extent that such licensed patents relate to the measurement of skin
cholesterol. *****

14.4 MCNEIL and its Affiliates may advertise, promote, market and sell the
Licensed Product in the Territory under any trademark(s), tradename(s) and
tradedress of their own choosing provided that they have rights at law to use
such trademark(s), tradename(s) and tradedress. IMI shall not acquire any right,
title or interest whatsoever in or to any such trademark(s), tradename(s) or
tradedress by virtue of such use by MCNEIL and its Affiliates. So long as MCNEIL
or its Affiliates shall have any interest in and to any such trademarks,
tradenames or tradedress, whether as proprietor, owner, licensee, or licensor in
any country of the world, IMI shall not adopt, use, apply for registration,
register, own or acquire any such trademarks, tradenames or tradedress, or any
mark, name or tradedress confusingly similar thereto, in any state or country of
the world.

14.5 In the event MCNEIL or IMI learn that any MCNEIL trademark, tradename or
tradedress used in connection with the advertising, promotion, marketing or sale
of the Licensed Product in the Territory is being infringed by a third party, it
shall promptly notify the other of such infringement. MCNEIL shall exclusively
be responsible for taking any action to terminate such infringement of their
respective trademarks at their sole discretion.

                                   ARTICLE XV

                                 CONFIDENTIALITY

15.1 Disclosures of confidential information hereunder by either party to the
other shall be made in writing (or confirmed in writing within one month if made
in another form), and shall be clearly marked "Confidential". Such confidential
information shall be safeguarded by the

                                       33

<PAGE>

recipient, shall not be disclosed to third parties and shall be made available
only to recipient's employees or independent contractors who agree in writing to
conditions equivalent to those in this Article XV and who have a need to know
the information for the purposes specified under this Agreement, subject to the
provisions of Section 15.3. All confidential information shall remain the
property of and be returned to the disclosing party within thirty (30) days of
receipt of a written request by the disclosing party, or within thirty (30) days
of termination of this Agreement. However, each party's counsel may retain one
copy of these documents for archival purposes to be used to monitor compliance
herewith and in respect of any litigation relating to the provisions of this
Agreement including the provisions of this Article. All confidential information
shall only be used for the purposes contemplated in this Agreement. These mutual
obligations of confidentiality shall not apply to any information that:

          (i)   is or hereafter becomes generally available to the public other
     than by reason of any default with respect to a confidentiality obligation
     by the recipient to the disclosing party; or

          (ii)  was already known to the recipient as evidenced by prior written
     documents in its possession; or

          (iii) is disclosed to the recipient by a third party who is not in
     default of any confidentiality obligation to the disclosing party
     hereunder; or

          (iv)  is developed by or on behalf of the receiving party, without
     reliance on confidential information received hereunder; or

          (v)   has been approved in writing for publication by each of the
     parties.

15.2 Notwithstanding the restrictions of Section 15.1 hereinabove, IMI and
MCNEIL may disclose such portions of the confidential information that:

                                       34

<PAGE>

          (i)   are provided to third parties under appropriate terms and
     conditions including confidentiality provisions equivalent to those in this
     Agreement for consulting, manufacturing development, manufacturing,
     external testing and marketing trials with respect to the Licensed
     Products; or

          (ii)  are used with the consent of the disclosing party (which consent
     shall not be reasonably withheld) in applications for patents or copyrights
     under, and as specifically permitted under, the terms of this Agreement; or

          (iii) are required to be disclosed in compliance with applicable laws
     or regulations in connection with the manufacture or sale of Licensed
     Products; or

          (iv)  are otherwise required to be disclosed in compliance with
     applicable laws or regulations or order by a court or other regulatory body
     having competent jurisdiction; or

          (v)   are product-related information that is reasonably required to
be disclosed in connection with marketing of Licensed Products.

In making such disclosures under this Section 15.2 (other than pursuant to
subsection (i) thereof), the disclosing party shall obligate the recipient to
secrecy, if possible.

15.3 Notwithstanding the restrictions of Section 15.1 hereinabove, MCNEIL and
IMI may disclose confidential information to their employees, consultants,
advisors and subcontractors who are engaged directly or indirectly in the
manufacture, use or sale of the Licensed Product who have first been instructed
to maintain such confidential information in confidence and who have agreed in
writing to conditions equivalent to those in this Article XV. For the avoidance
of doubt, however, MCNEIL and IMI shall be free to disclose the existence of
this Agreement and

                                       35

<PAGE>

the nature of the licenses granted hereunder to its Affiliates and prospective
sublicensees with an appropriate obligation of confidentiality and non-use.

15.4 With respect to information disclosed on or after the Effective Date
between MCNEIL and IMI under the provisions of this Agreement, the provisions of
the Agreement shall govern and prevail. In the event of any conflict between
this Agreement and the Confidentiality Agreement, with respect to information
disclosed on or after the Effective Date, the terms of this Agreement shall
govern and prevail.

15.5 The conditions and restrictions of this Article XV shall remain in force
during the term of this Agreement and for ten (10) years thereafter, surviving
the termination of this Agreement.

                                  ARTICLE XVI

                            CONTRACTUAL RELATIONSHIP

16.1 The relationship of the parties under this Agreement is that of independent
contractors and not as agents of each other or partners or joint venturers, and
neither party shall have the power to bind the other in any way with respect to
any obligation to any third party unless a specific power of attorney is
provided for such purpose. Each party shall be solely and exclusively
responsible for its own employees and operations.

                                  ARTICLE XVII

                              TERM AND TERMINATION

17.1 This Agreement shall become effective upon the Effective Date. The
Agreement shall remain effective, subject to any renewals, in full force and
effect until it expires on the day following the fifteenth (15th) anniversary of
the Effective Date unless earlier terminated in accordance with any of the
provisions of this Article XVII.

                                       36

<PAGE>

17.2 This Agreement may be renewed for an additional five (5) year period,
unless earlier terminated in accordance with any of the provisions of this
Article XVII. The parties will complete the negotiation of terms for such
renewal at least 180 days prior to the expiration of this Agreement.

17.3 MCNEIL may terminate *****

17.4 IMI may terminate:

     17.4.1   the provisions of this Agreement relating to the Professional
              Field if:

              i)    *****

              ii)   *****

              iii)  *****

     17.4.2   the provisions of this Agreement relating to the Consumer Field
              if:

              i)    *****

              ii)   *****

              iii)  *****

     17.4.3   the provisions of this Agreement relating to the Nutraceutical
              Field if:

              i)    *****

              ii)   *****

              iii)  *****

     17.4.4   the provisions of this Agreement relating to the Laboratory Field
              if:

              i)    *****

              ii)   *****

                                       37

<PAGE>

17.5 IMI may terminate this Agreement, except as limited hereinafter,
immediately upon written notice, in the event:

     17.5.1 MCNEIL fails to make any payment due and owing within fifteen (15)
     days after notice thereof; or

     17.5.2 MCNEIL commits a breach of any material provision of this Agreement
     that is not cured within sixty (60) days after notice thereof if such
     breach is curable.

17.6 MCNEIL may terminate this Agreement immediately upon written notice in the
event IMI commits a breach of any material provision of this Agreement which is
not cured within sixty (60) days after notice thereof.

17.7 The rights of termination set forth in Sections 17.5 and 17.6 hereinabove,
however, cannot be exercised by IMI or MCNEIL, as the case may be, if at any
time during said sixty (60) day period, MCNEIL or IMI, as the case may be,
advises the other party in writing that it challenges the alleged payment owed
or the alleged breach. In such event, the parties will negotiate in good faith
to resolve the dispute concerning the alleged payment owed or the alleged
breach.

17.8 Either party may terminate this Agreement if the other party is declared
insolvent or bankrupt by a court of competent jurisdiction, or files a voluntary
petition of bankruptcy in any court of competent jurisdiction, or shall make or
execute an assignment of substantially all its assets for the benefit of
creditors. However, the parties agree that IMI has transferred exclusive,
proprietary rights and interest in the Licensed Patents in the Territory to
MCNEIL under this Agreement.

17.9 Termination of this Agreement for any cause shall not release either party
from any obligation theretofore accrued.

                                       38

<PAGE>

17.10 The failure on the part of either party to exercise or enforce any right
conferred upon it hereunder shall not be deemed to be a waiver of any such
right, or any other right conferred hereunder, nor operate to bar the exercise
or enforcement thereof at any time thereafter.

17.11 Upon termination of this Agreement for any reason,

      17.11.1 IMI shall fill all binding orders of MCNEIL for the Licensed
      Product which were placed prior to the date of notice of termination given
      by IMI pursuant to this Agreement (or place prior to the effective date of
      the termination if notice is given by MCNEIL hereunder), unless otherwise
      instructed by MCNEIL; and -.

      17.11.2 MCNEIL shall have the right to sell any Licensed Product in its
      inventory provided MCNEIL pays to IMI the applicable royalty, if any. This
      Section 17.11 shall survive termination or expiration of this Agreement.

                                 ARTICLE XVIII

                            MISCELLANEOUS PROVISIONS

18.1  The rights and obligations of IMI and MCNEIL under this Agreement are
personal thereto and neither party shall have the right to sublicense, assign,
transfer or delegate, in whole or in part, any of its rights or obligations
hereunder to any third party without the prior written consent of the other
party except that either party may assign this Agreement to any Affiliate
provided that the assignor guarantees all of the covenants and obligations of
such Affiliate arising pursuant to such assignment.

18.2  {intentionally deleted}

18.3  Notwithstanding Section 18.1, MCNEIL shall have the right to sublicense
all or part of its rights and obligations under this Agreement only to its
Affiliates (which shall not have the right to further sublicense such rights and
obligations) upon sixty (60) days prior written notice to IMI,

                                       39

<PAGE>

provided that in any event MCNEIL guarantees all of the covenants and
obligations of such Affiliate arising pursuant to such sublicense.

18.4  The illegality, invalidity, or otherwise voidability or unenforceability
of any provision of this Agreement shall not impair, affect or invalidate the
other provisions of this Agreement. In the event that any part, section, clause,
paragraph or subparagraph of this Agreement shall be held to be indefinite,
invalid, illegal or otherwise voidable or unenforceable, the entire agreement
shall not fail on account thereof, and the balance of the Agreement shall
continue in full force and effect. The parties shall replace such illegal or
invalid provisions with a valid and enforceable provision which most closely
approaches the idea, intent, and purpose of this Agreement, and in particular,
the provision to be replaced.

18.5  Any notice required or permitted under this Agreement shall be deemed to
have been sufficiently provided and effectively made (i) as of the delivery date
if hand-delivered in person or by a reputable courier service, (ii) as of the
delivery date if delivered by facsimile transmission (provided that if the
transmission occurs on a day other than a day on which the main branches of
chartered banks are open for business in the City of Toronto or after 5:00 p.m.
on any day, then the facsimile transmission shall be deemed to be delivered on
the next day on which such branches are open for business in the City of
Toronto), or (iii) as of the fifth day following the mailing date if mailed by
registered mail, postage-prepaid, and addressed to the receiving party at the
following respective address:

MCNEIL PDI INC.
MCNEIL CONSUMER HEALTHCARE
890 Woodlawn Road West
Guelph, Ontario
NIK lA5
Attn:  President
Facsimile:  519-826-6302

                                       40

<PAGE>

With a copy to:
JOHNSON & JOHNSON
One Johnson & Johnson Plaza
New Brunswick, NJ 08933
Attn:  Chief Patent Counsel
Facsimile:    732-524-2808

IMI INTERNATIONAL MEDICAL INNOVATIONS INC.
Suite 300
4211 Yonge Street
Toronto, Ontario
M2P 2A9
Canada
Attn:  Chief Financial Officer
Facsimile:    (416) 222-4533

or such other address which the receiving party has given notice pursuant to the
terms of this Section 18.5.

18.6 Neither party shall, without the other party's prior written consent, make
any announcement or other disclosure regarding this Agreement or that any
business relationship exists between the parties except as may be required
pursuant to applicable securities legislation (as interpreted and advised in
good faith by counsel to the disclosing party).

18.7 This Agreement represents the entire understanding between MCNEIL and IMI,
and supersedes all other understandings and agreements, express or implied, not
specifically referenced and incorporated herein, concerning the Licensed
Product. Any modification of this Agreement to be effective must be in writing,
specifically refer to this Agreement, and be signed by both parties.

18.8 Any delays in or failures of performance by a party under this Agreement
shall not be considered a breach of this Agreement if and to the extent caused
by occurrences beyond the reasonable control of the party affected, including
but not limited to: acts of terrorism, acts of God; acts, regulations or laws of
any government; strikes or other concerted acts of workers;

                                       41

<PAGE>

fires; floods; explosions; riots; wars; rebellions; and sabotage; and any time
for performance hereunder shall be extended by the actual time of delay caused
by such occurrence.

18.9  This Agreement shall be interpreted and applied in accordance with the
laws of the Province of Ontario, Canada. The parties hereby irrevocably attorn
to the non-exclusive jurisdiction of the courts of such province.

18.10 Il est convenu par le present acte que les deux parties demandent que ce
contrat et tout avis, consentement, autorisation, communication et approbation
soient rediges en langue anglaise. It is hereby agreed that both parties
specifically require that this Agreement and any notices, consents,
authorizations, communications and approvals be drawn up in the English
language.

18.11 The parties agree that time shall not be of the essence of this Agreement
or any matter contemplated herein other than the provisions of Article XV II.

IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the day
and year first written above.

McNEIL PDI INC.

(acting through its McNEIL Consumer Healthcare
division on behalf of McNeil PDI Inc.)

By: /s/ Jerry Norsky
    --------------------------------
    Name: Jerry R. Norsky
    Title: President
    Authorized Signing Officer

IMI INTERNATIONAL MEDICAL INNOVATIONS INC.

By: /s/ Brent Norton
   ---------------------------------

                                       42

<PAGE>

     Name: B. Norton
     Title:President and C.E.O.
     Authorized Signing Officer

                                       43

<PAGE>

                                   APPENDIX A

               Clinical Development Program for Cholesterol 1,2,3
                               Professional System

Clinical Trials in Progress

     1.   Non-Invasive Evaluation of Skin Cholesterol Levels with Avasimibe
          Therapy (A-Plus)
               .    250 patients, 10 sites
               .    Assess the effect of Avasimibe on Cholesterol 1,2,3 values
                    over time
     2.   To Determine Whether Skin Cholesterol Can be Used to Measure
          Compliance with Statin Therapy (Statin Compliance)
               .    100 patients, 1 site (The Cleveland Clinic Foundation,
                    Cleveland, Ohio)
               .    To determine if Cholesterol 1,2,3 can monitor a response to
                    statin therapy
     3.   Multi-Ethnic Study of Atherosclerosis (MESA)
               .    6500 patients, 6 sites (Currently Cholesterol 1,2,3 is used
                    at only one site (John's Hopkins) but may be expanded to
                    others)
               .    To assess ethnic, age, and gender differences in subclinical
                    disease prevalence, risk of disease progression and clinical
                    CVD
     4.   To Determine whether Skin Cholesterol Measurement in Children with
          Hyperlipidemia is Elevated (Pediatric)
               .    50 patients, I site (St. Joseph's Hospital, Hamilton
                    Ontario)
               .    To determine if' hyperlipidemic children have higher skin
                    cholesterol levels than nomolipidemic children
     5.   Non-Invasive Evaluation of Skin Cholesterol levels with Warfarin
          Therapy (Wave)
               .    200 patients, I site (The Hamilton General Hospital,
                    Hamilton, Ontario
               .    Patients are placed on Warfarin therapy. Skin Cholesterol is
                    tested at baseline and after one and 2.5 years to see
                    whether skin cholesterol can predict cardiac events

--------------------------------------
Trials under IMI's Control
  .  Statin Compliance - In Progress
     (degree)Completed Q3/2002
     (degree)Results Q4/2002
  .  Pediatric - In Progress
     (degree)Completed Q3/2002
     (degree)Results Q4/2002
  .  Wave - In Progress
     (degree)Completed Q2/2003
     (degree)Results Q3/2003
--------------------------------------

--------------------------------------
Trials not under IMI's Control
  .  A-Plus-In Progress
     (degree)Completed Q3/2003
     (degree)Results Q4/2003
  .  MESA - In Progress
     (degree)Completed 2010
     (degree)Results 2010
--------------------------------------

                                       44

<PAGE>

                                   APPENDIX B

               Skin Cholesterol Consumer Product Development Plan

          *****

                                       45

<PAGE>

                                   APPENDIX B

               Skin Cholesterol Consumer Product Development Plan

Products Under Development

*****

                                       46

<PAGE>

                                   APPENDIX C

                          IMI Patent Estate and Status

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
Patent         Official Filing Title              Inventors          Jurisdiction   Patent        Filing Date         Expiry Date
Status                                                                              Number
------------------------------------------------------------------------------------------------------------------------------------
<S>       <C>                               <C>                     <C>            <C>         <C>                 <C>
Granted   Method for Visual Indication of   Jury M. Lopukhin,       United States  5,489,510   Feb 9, 1993         Feb 6, 2013
          Cholesterol on Skin Surface       Viktor V. Zuevsky,
          Agents Used Therefore and         Alexander B. Rabovsky,
          Methods for Producing             Irina P. Andrianov
------------------------------------------------------------------------------------------------------------------------------------
Granted   Method for Producing              Jury M. Lopukhin,       United States  5,587,295   July 19, 1994       Dec 24, 2013
          Affino-enzymatic Compounds and    Viktor V. Zuevsky,
          Visualizing Agent and             Alexander B. Rabovsky,
          Application Thereof               Irina P. Andrianov
------------------------------------------------------------------------------------------------------------------------------------
Granted   Method for Producing              Jury M. Lopukhin,       Canada         1,335,968   January 19, 1989    June 20, 2012
          Affinity-enzymatic Compounds for  Viktor V. Zuevsky,
          Visual Indication of Cholesterol  Alexander B. Rabovsky,
          on Skin Surface                   Irina P. Andrianov
------------------------------------------------------------------------------------------------------------------------------------
Granted   Method of Producing               Jury M. Lopukhin,       Europe         0 338 189   January 19, 1988    April 24, 2013
          Affinity-enzymatic Compounds for  Viktor V. Zuevsky,
          the Visual Detection of           Alexander B. Rabovsky,
          Cholesterol on the Surface of     Irina P. Andrianov
          the Skin of a Patient based on a
          Detecting Agent with any
          Affinity for Cholesterol and a
          Visualizing Agent
------------------------------------------------------------------------------------------------------------------------------------
Granted   Multilayer Analytical Element     Alexander M. Maleev     Australia         702663   December 14, 1995   December 14, 2015
------------------------------------------------------------------------------------------------------------------------------------
Granted   Multilayer Analytical Element     Alexander M. Maleev     Korea          97-704028   December 14, 1995   December 14, 2005
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

                                       47

<PAGE>

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------
Patent        Official Filing Title           Inventors          Jurisdiction     Patent      Filing Date        Expiry Date
Status                                                                            Number
-----------------------------------------------------------------------------------------------------------------------------
<S>        <C>                            <C>                    <C>           <C>          <C>                <C>
Granted    Method of Determining Skin     Alexander S. Parfenov   USA          6,365,363    August 20, 1999    April 2, 2019
           Tissue Cholesterol             Jury M. Lopukhin
-----------------------------------------------------------------------------------------------------------------------------
Pending    Multilayer Analytical Element  Alexander M. Maleev    PCT           CA95/00698   December 14, 1995  N/A
                                                                 Brazil        PI95/0038-5
                                                                 Canada        2,207,555
                                                                 China         95197367.3
                                                                 Europe        95940097.9
                                                                 Japan         HE1-8-57984
                                                                 Mexico        974469
                                                                 USA           08/849,252
-----------------------------------------------------------------------------------------------------------------------------
Pending    *****                          Alexander S. Parfenov  PCT           RU98/00010   January 26, 1998   N/A
                                          Jury M. Lopukhin       Brazil        PI9807594-2
                                                                 Europe        98901608.4
                                                                 Japan         10-536529
                                                                 Canada        2281769      February 20, 1997
                                                                 Russia        97102570
-----------------------------------------------------------------------------------------------------------------------------
Pending    *****                          Michael Evelegh        PCT           CA00/00918   August 4, 2000     N/A
                                                                 Australia
                                                                 Brazil        PI0013096-6
                                                                 China
                                                                 Europe        00954181.4
                                                                 India
                                                                 Japan         2001-515964
                                                                 Russia
                                                                 USA           09/830708
-----------------------------------------------------------------------------------------------------------------------------
</TABLE>

                                       48

<PAGE>

                                   APPENDIX D

                              IMI Trademark Status

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------
   Pending               Mark                 Date Filed          Application #         Status
---------------------------------------------------------------------------------------------------
<S>                 <C>                       <C>                <C>                   <C>
Canada              Cholesterol 1,2,3         02/22/2000            1,047,894           Granted
---------------------------------------------------------------------------------------------------
United States       Cholesterol 1,2,3         03/21/2000            76/006,213          Pending
---------------------------------------------------------------------------------------------------
European Union      Cholesterol 1,2,3         07/10/2000            001747344           Granted
---------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

                                   APPENDIX E

                       Professional Product Specifications

     *****

                                       50

<PAGE>

                                      *****
                                   APPENDIX J
                    J&J Corporate Quality Systems Regulations

     *****

                                       51

<PAGE>

                                   APPENDIX K

                        Price Schedule for X-Rite Reader

                                      *****

                                       52

<PAGE>

                                   APPENDIX L

                           Statement of Non-Conformity

     *****

                                       53

<PAGE>

                                   APPENDIX M

                          Returned Goods Authorization

To: McNeil Consumer Healthcare

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------

                                           Product
    Quantity         Product Code        Description       Lot #       Details          Action/Disposition

--------------------------------------------------------------------------------------------------------------
<S>                  <C>                 <C>               <C>         <C>              <C>











--------------------------------------------------------------------------------------------------------------
</TABLE>


Description of Action Required

Authorized By:

Date:  ____________

                                       54