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                                                                   EXHIBIT 10.13


                                                                      DOCUMENT 3


CONDITIONS OF CONTRACT FOR THE SUPPLY OF VACCINIA
Immunoglobulin



November 2004

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   INDEX

        Interpretation
         Variation of conditions
         Contract period
         Specification
         Quality of Goods
         Identification of Goods
         Packaging

         Obligations of the Contractor
         Obligations of the Authority
         Forms
         Delivery
         Property and risk
         Rejection of goods
         Force majeure
         Price and payment
         Right of audit

         Indemnity and Insurance
         Transfer and sub-Contracting
         Patents etc
         Confidentiality
         Corrupt gifts
         Termination and consequences
         Intellectual property rights and indemnity
         Safety and, quality
         Publicity
         Notices
         Communications

         Data protection
         Dispute resolution
         Third party rights
         Law

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INTERPRETATION

1     In this Contract the following definitions shall apply:

      Authority means the Secretary of State for Health acting through the NHS
      Purchasing and Supply Agency

      Contract means the agreement to the conditions between the Authority and
      the Contractor consisting of the following documents which, in the event
      of ambiguity or contradiction between documents, shall be given precedence
      in the order listed :

                  i)    Form of Agreement
                  ii)   Document No 4 - Specification
                  iii)  Document No 3 - Conditions of Contract
                  iv)   Document No 5 - Tender Schedule

      Contractor means the person named in the Contract who agrees to supply the
      Goods to the Authority as provided for in the Contract. Where the
      Contractor is an individual or partnership the expression shall include
      the personal representatives of that individual or of the partners.

      Contract Period means the period of the duration of the contract in
      accordance with Condition 7 and Condition 8

      Contract Price means the price exclusive of value added tax that is
      payable to the Contractor by the Authority under the Contract for the full
      and proper performance by the Contractor of its part of the Contract as
      stated in the [Pricing Schedule].

      Goods means all Goods, materials or articles that the Contractor is
      required to supply under the Contract as described in Document 4
      -Specification

      Good Manufacturing Practice means the part of quality assurance which
      ensures that medicinal products are consistently produced and controlled
      in accordance with the quality standards appropriate to their intended
      use, the principles and guidelines of which are laid down in Commission
      Directive 2003/94/EC.

2     Unless the context otherwise requires it, reference to any statute, order,
      regulation or other similar instrument shall be construed as a reference
      to the statute, order, regulation or instrument as amended or re-enacted
      by any subsequent statute, order, regulation or instrument.

3     The headings to these conditions shall not affect their interpretation.

4     Any decision, act or thing that the Authority is required or authorised to
      take or do under the Contract may be taken or done by any person
      authorised, either generally or specifically, by the Authority to take or
      do that decision, act or thing. The Authority shall inform the Contractor
      of the name of any person so authorised.

VARIATION OF CONDITIONS

5     The Goods shall be supplied solely in accordance with these conditions.
      All other arrangements which in any way add to, vary or contradict these
      conditions upon which the Contractor may seek to rely or otherwise impose

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       on the Authority shall be excluded and not form part of the Contract
       (whether or not such other contractual terms post-date these conditions)
       unless the Authority has specifically agreed in writing to be bound by
       any other contractual terms.

6     No later variation shall be binding unless it has been agreed in writing
      and signed by an authorised representative of the Authority.

CONTRACT PERIOD

7     The Contract shall take effect on the date the Contract is made and shall
      expire 12 months after that date unless it is otherwise terminated in
      accordance with the provisions of these Conditions, or otherwise lawfully
      terminated, or extended under Condition 8.

8     The Authority may extend the Contract Period by up to a further 1 year in
      total by giving written notice to the Contractor no later than three
      months before the Contract would otherwise expire.

SPECIFICATION

9     Unless otherwise specified the Goods shall be new, of the qualities and
      kinds described and comply in all respects with the Contract in particular
      the Specification.

QUALITY OF GOODS

10    The Contractor shall supply the Goods manufactured in accordance with the
      requirements of Good Manufacturing Practice. Although the Goods may
      undergo quality assurance assessment, such assessment shall not affect the
      Contractor's obligations under this Condition and shall not of itself
      constitute acceptance or approval by the Authority of the Goods (or any
      part of them). The Contractor shall provide temperature records for each
      delivery of the Goods to the Authority during the period of the transport
      of the Goods from the Contractors storage premises to the Authority's
      delivery location as specified in condition 20.

11    The Contractor warrants represents and undertakes that during the Contract
      period : -

                  i)    meet the Specifications therefor. In the event of any
                        dispute as to whether the Goods have been supplied in
                        accordance with the relevant Specification, the
                        Authority shall keep a sample of the Goods which the
                        Authority has approved as being in accordance with
                        Specification and this sample shall be used as the
                        standard against which all Goods shall be

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                        measured in order to determine whether they have been
                        supplied in accordance with the relevant Specifications.

                  ii)   it will comply with duties imposed on it by the Health
                        and Safety at Work etc Act 1974 and will conform to and
                        comply with all other statutory provisions bye-laws or
                        regulations relating to the manufacture and supply of
                        the Goods applicable to the Contractor.

12    The Contractor warrants and represents that the Goods are suitable for use
      as a treatment for the adverse effects resulting from the immunisation
      with smallpox vaccine of susceptible individuals.

IDENTIFICATION OF GOODS

14    All Goods that customarily bear any mark, tab, brand, label, batch number
      or other device indicating place of origin, inspection by any government
      or other body or standard of quality must be delivered with all the said
      marks, tabs, brands, labels, batch numbers or other devices intact.

PACKAGING

15    The Goods shall be securely packed in an [to be advised].

16    The Goods shall be labelled in accordance with the Good Manufacturing
      Practice Guidelines.

OBLIGATIONS OF THE CONTRACTOR

17    The Contractor shall:-

                  i)    permit or procure permission for the Authority or its
                        representative, authorised in writing, during normal
                        business hours having given reasonable advance notice
                        access to any premises and facilities involved in the
                        performance of obligations under the Contract.

                  ii)   store the Goods when manufactured in a good and proper
                        manner and deliver them to any third party as required
                        by the Authority and in such manner necessary in
                        particular as to temperature control to ensure they are
                        delivered in good and useable condition.

                  iii)  fulfil all orders for the Goods placed by the Authority
                        in accordance with the delivery and pricing schedules
                        and shall use all reasonable endeavours to fulfil any
                        other orders placed by the Authority and in the event
                        that the Contractor is unable to meet the quantities
                        inform the

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                        Authority as soon as practicable as to the extent to
                        which it is unable to fulfil any order.

OBLIGATIONS OF THE AUTHORITY

18    Subject to the Contractor fulfilling each of its obligations under this
      Contract, the Authority shall order Goods from the Contractor in
      accordance with the delivery and pricing schedules.

FORMS

19    A delivery note shall accompany each delivery of the Goods. An invoice
      shall be rendered on the Contractor's own invoice form to the Authority.
      All delivery notes and invoices shall be clearly marked with the
      Authority's order number, the consignee and the description and quantity
      of the Goods concerned.

      With the prior written agreement of the Authority and the Contractor, the
      arrangements set out above may be varied to alternative arrangements
      (including electronic trading and new logistics process).

DELIVERY

20    The Contractor shall deliver the Goods to the Warehouse. Details of the
      delivery address of the Warehouse will be supplied to the Contractor by
      the Authority. The Contractor shall provide temperature records for each
      delivery of Goods to the Authority during the period of transport of the
      Goods from the Contractor's storage premises to the Warehouse on the date
      of delivery failing which the Authority may reject the Goods.

21    The Goods will be delivered the Warehouse only upon the completion of
      quality assessments carried out the National Institute for Biological
      Standards and Control and the issue of a written statement by that body
      that the Goods meets the Contractor's specification and the Specification
      at Document No 4. The statement shall be as follows:

            "NIBSC has checked these batches for quality and potency and is
            satisfied that they comply with the manufacturer's specifications.
            NIBSC cannot issue a formal release certificate because the product
            does not have a UK Marketing Authorisation."

22    The Goods will be delivered to the Warehouse with sufficient labelling to
      enable the Goods to be used for as a treatment for the adverse effects
      resulting from the immunisation with smallpox vaccine of susceptible
      individuals.

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23    Unless otherwise agreed in writing between the Authority and the
      Contractor, the Goods shall be delivered by the Contractor carriage paid
      and in such quantities, in such manner, at such times and to such a place
      as the Authority may order in writing in accordance with the delivery
      schedule from time to time. Any arrangement to deliver Goods where
      carriage is to be charged in addition or any arrangement by which Goods
      are collected by the Authority in return for a discount on the carriage
      paid price shall be recorded in writing and signed by the Authority.

24    Where the time of delivery is stated on the purchase order or otherwise
      agreed in writing then time for delivery shall be of the essence and
      without prejudice to any other right or remedy of the Authority. Failure
      by the Contractor to deliver the Goods or any part of them within the time
      stated or agreed shall without prejudice to any other rights and remedies
      entitle the Authority to terminate the Contract and purchase other Goods
      of the same or similar description to remedy such default and recover from
      the Contractor the amount by which the cost of purchasing other Goods
      exceeds the amount that would have been payable to the Contractor in
      respect of the Goods replaced by such purchase provided that the Authority
      uses all reasonable endeavours to mitigate its losses in this respect.

25    The time and date of delivery shall be stated on the purchase order (or
      otherwise agreed in writing by the parties) and if no time for delivery is
      expressly agreed then delivery shall be made within 14 days of receipt of
      order.

26    The Contractor shall co-ordinate his activities in the supply of the Goods
      with those personnel and other contractors engaged by the Authority

PROPERTY AND RISK

27    Property and risk in the Goods shall pass to the Authority when the Goods
      have been delivered to the Authority.

REJECTION OF GOODS

28    Without prejudice to condition 30 the Goods shall be inspected by the
      Authority within a reasonable time after delivery and in any event no
      later than 30 days may be rejected if found to be defective, inferior in
      quality to or differing in form or material from the requirements of the
      Contract, if the Contractor fails to provide temperature records as
      mentioned in Condition 10 on the date of delivery or if they do not comply
      with any term, whether expressed or implied, of the Contract. The
      Authority may reject as defective any Goods which do not carry a shelf
      life of more than 3 years on the date of delivery. No Goods shall be
      supplied without the prior written approval of the Authority on a given
      delivery date with an expiry date the same as or earlier

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      than Goods supplied on any preceding delivery date.

29    Without prejudice to Condition 30 the Authority shall notify the
      Contractor of:

            i)    any defect within a reasonable time of its discovery and shall
                  give the Contractor all reasonable opportunities to remedy
                  such defect

            ii)   any loss or damage discovered on delivery within 14 days of
                  delivery.

30    The Authority may by written notice to the Contractor reject

                  i)    any Goods which are, or

                  ii)   the whole of any consignment of Goods in respect of
                        which a reasonable sample taken at random from that
                        consignment is

      not in compliance with the Contract.

31    Such notice shall be given within a reasonable time of the delivery of the
      Goods. No failure to make complaint at the time of the delivery nor any
      other act or omission of the Authority including in particular taking
      delivery, inspection, use of or payment for the Goods or part of them by
      the Authority shall constitute acceptance, waiver or approval of the
      Goods. Any such act of the Authority shall be without prejudice to any
      right or remedy that the Authority may have against the Contractor.

32    Goods so rejected after delivery shall be removed by the Contractor at its
      own expense within fourteen days from the date of notification of
      rejection. If the Contractor fails to remove them within such period the
      Authority may return the rejected Goods at the Contractor's risk and
      expense and charge the Contractor for the cost of storage from the date of
      rejection.

FORCE MAJEURE

33    Neither party shall be liable to the other for any failure to perform its
      obligations under the Contract where such performance is rendered
      impossible by circumstances beyond its control, but nothing in this
      condition shall limit the obligations of the Contractor to use its best
      endeavours to fulfil its obligations under the Contract.

PRICE AND PAYMENT

34    The Contract Price shall be net, i.e. after the deduction of all agreed
      discounts. It shall include the cost of packaging, packing materials,
      addressing, labelling, loading, transport and delivery to the addresses
      named in the order made under the Contract. The amount of any agreed
      payment additional to the Contract price and any early settlement
      discounts shall be shown separately in the Contractor's invoice.

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35    The Authority shall pay to the Contractor, in addition to the Contract
      price, a sum equal to the Value Added Tax chargeable on the value of the
      Goods provided in accordance with the Contract.

      Any invoice or other request for payment of monies due to the Contractor
      under the Contract shall, if he is a taxable person, be in the same form
      and contain the same information as if the same were a tax invoice for the
      purposes of regulations made under the Value Added Tax Act 1994

36    The Authority shall pay the Contract Price to the Contractor at the option
      of the Authority by BACS (Bank Account Clearing System) but in any event
      within 30 days of the receipt of the Goods or a valid invoice, whichever
      is later.

37    Whenever under the Contract any sum of money shall be recoverable from or
      payable by the Contractor the same may be deducted from any sum then due
      or which at any time thereafter may become due to the Contractor under the
      Contract or under any other Contract with the Crown.

RIGHT OF AUDIT

39    The Contractor shall keep secure and maintain until five years after the
      final payment of all sums due under the Contract, or such longer period as
      may be agreed between the parties, full and accurate records of all
      matters relating to the Contract,

40    The Contractor shall grant to the Authority or its authorised agents, such
      access to those records as they may reasonably require in order to check
      the Contractor's compliance with the Contract

41    For the purposes of:

                  i)    the examination and certification of the Authority's
                        accounts; or

                  ii)   any examination pursuant to Section 6(1) of the National
                        Audit Act 1983 of the economic efficiency and
                        effectiveness with which the Authority has used its
                        resources

      the Comptroller and Auditor General may examine such documents as he may
      reasonably require which are owned, held or otherwise within the control
      of the Contractor and may require the Contractor to provide such oral
      and/or written explanations as he considers necessary. This Condition does
      not constitute a requirement or agreement for the examination,
      certification or inspection of the accounts of the Contractor under
      Section 6(3)(d) and 5 of the National Audit Act 1983.

PERFORMANCE MEASUREMENT

42    The Contractor's performance under this Contract shall be monitored at the
      contract review meetings between the Authority and the Contractor. Such
      meetings shall be held at the request of the Authority at intervals of not
      more than 3 months up to and until the first supply of the Goods under the
      Contract.

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      The Contractor must provide a written report to the Authority at least two
      weeks prior to the contract review meeting which includes a progress
      report on the Timescales, Product Development and Production Plan referred
      to in the Specification and any other information requested by the
      Authority.

INSURANCE AND INDEMNITY

43    The Contractor shall effect and maintain a policy or policies of insurance
      covering its liability and all risks arising under the Contract with a
      minimum limit of cover of $5 million in any year or such other sum as may
      be agreed between the Contractor and the Authority.

44    The Contractor shall produce to the Authority, on request, copies of all
      such insurance policies or other evidence confirming the existence and
      extent of the cover given by these policies, together with receipts or
      other evidence of payment of the latest premiums due under those policies.
      The terms of any insurance or the amount of cover shall not relieve the
      Contractor of any liabilities under the Contract.

45    The Authority shall fully and completely indemnify the Contractor against
      all claims, proceedings, actions, legal suits, damages, legal costs and
      expenses and any other liabilities in respect of any death or personal
      injury arising from the Authority's use of the Goods except as set our in
      Condition 46 below.

46    The Authority shall not indemnify the Contractor against any claim,
      proceeding, action, legal suit, damages, legal costs, expenses, etc. which
      arise as a result of manufacturing defects as defined in Condition 47,
      including interference by any person, whether negligently or deliberately,
      during the production and delivery of Goods to the Authority's Warehouse
      or arising in relation to any criminal offences committed or alleged to
      have been committed, by the Contractor, its servants or agents.

47    In Condition 46 "manufacturing defects" shall mean any failure by the
      Contractor, its servants or agents to comply with the obligations imposed
      on manufacturers under Title IV of Directive 2001/83/EC on the Community
      code relating to medicinal products for human use, in particular the
      obligation to comply with the principles and guidelines of good
      manufacturing practice as laid down by European Community law, even though
      the Contractor many not hold a manufacturer's authorisation in accordance
      with that Directive i.e., the Contractor shall act as if the requirements
      did apply.

48    For the purpose of the Authority's indemnity given to the Contractor in
      Condition 45 the Authority's use of the Goods shall include use of the
      Goods by:

                   i.   the Authority;

                  ii.   any persons or bodies exercising functions or otherwise
                        providing services under the National Health Services
                        Act 1977, the National Health Services (Scotland) Act
                        1978 and/or the Health and Personal Social Services
                        (Northern Ireland) Order 172 SI. 1972/1265 (N.I. 14).

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TRANSFER AND SUB-CONTRACTING

49    The Contractor shall not assign, sub-contract or in any other way dispose
      of the whole or any part of the Contract without the previous consent in
      writing of the Authority

      If with the Authority's consent the Contractor so sub-contracts, every act
      or omission of the sub-contractor shall for the purposes of this Contract
      be deemed to be the act or omission of the Contractor and the Contractor
      shall be liable to the Authority thereafter as if such act or omission had
      been committed or omitted by the Contractor itself.

PATENTS ETC

50    The Contract Price shall include all royalties, licence fees or similar
      expenses in respect of the making, use or exercise by the Contractor of
      any invention or design for the purpose of performing the Contract.

51    The Contractor shall indemnify the Authority against any costs, expenses,
      claims, proceedings, losses and any other liabilities arising from the
      use, manufacture, supply, delivery or initially expected use of any
      process, article, matter or thing in performance of the Contract that
      would constitute any infringement of any right, patent, design, trademark
      or copyright or any other intellectual property.

CONFIDENTIALITY

52    Conditions 52-57 inclusive are without prejudice to the confidentiality
      agreement signed by the Contractor and the Authority dated [ ].

53    The Contractor, the Authority, their employees and agents at all times
      shall keep confidential and secret and shall not without the prior written
      consent of the other party disclose to any person or use for any purpose
      other than the Contract all information and other matters acquired by them
      in connection with the Contract. This shall not apply to information which
      is required to be disclosed by law, is already in the public domain other
      than by reason of breach of this Condition or may be required to be
      published in the Supplement to the Official Journal of the European Union
      in accordance with EC directives.

54    The Contractor shall take all necessary precautions to ensure that all
      information obtained from the Authority under or in connection with the
      Contract:

                  i)    is given only to the minimum number of staff and then
                        only to the extent necessary for each member of staff's
                        activities in the performance of the Contract

                  ii)   is treated as confidential and not disclosed (without
                        prior approval) or used by any staff otherwise than for
                        the purpose of the Contract

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55    Where it is considered necessary in the opinion of the Authority, the
      Contractor shall ensure that staff sign a confidentiality undertaking
      before commencing work in connection with the Contract.

56    Nothing in this Condition shall prevent the Authority disclosing any
      information obtained from the Contractor

                  i)    to any other department, office or agency of the Crown,
                        or

                  ii)   to any person engaged in providing any service to the
                        Authority for any purpose relating to or ancillary to
                        the Contract,

      provide that in disclosing information under sub-paragraph a) or b) the
      Authority discloses only information which is necessary for the purpose
      concerned and requires that the information is treated in confidence and
      that a confidentiality undertaking is given where appropriate.

57    The obligations imposed by Conditions 52-55 inclusive shall continue to
      apply after the expiry or termination of the Contract.

CORRUPT GIFTS

58    The Contractor shall not commit (and warrants that in entering into the
      Contract it has not committed) any of the following acts:

                  i)    provide or offer to provide to any person in the
                        employment of the Crown any gift or consideration not
                        contemplated by the financial arrangements set out in
                        the Pricing Schedule in relation to the negotiation or
                        performance of this Agreement or any other contract with
                        the Crown.

                  ii)   make payment or agree to make payment of any commission
                        to any person in the employment of the Crown whether in
                        relation to this Contract or any other contract with the
                        Crown.

59    If the Contractor or any of his employees, agents or sub-contractors, or
      any person acting on their behalf, commits any of the acts referred to in
      paragraphs i) and ii) above or commits any offence under the Prevention of
      Corruption Acts 1889 to 1916, in relation to this or any other Contract
      with the Crown, the Authority shall be entitled, in addition to any other
      remedy available, to terminate this Contract with immediate effect.

TERMINATION AND CONSEQUENCES

60    The Authority may at any time by notice in writing with immediate effect
      terminate the Contract without compensation to the Contractor in any of
      the following events:

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      60.1. if the Contractor being an individual (or where the Contractor is a
            firm, any partner in that firm) shall at any time become bankrupt or
            shall have a receiving order, administration order or interim order
            made against him, or shall make any composition or scheme of
            arrangement with or for the benefit of his creditors, or shall make
            any conveyance or assignment for the benefit of his creditors, or
            shall purport to do so, or if in Scotland he shall become insolvent
            or notour bankrupt, or any application shall be made for
            sequestration of his estate, or a trust deed shall be granted by him
            for the benefit of his creditors

      60.2  if the Contractor being a company shall pass a resolution, or the
            courts shall make an order, that the company shall be wound up
            (except for the purposes of amalgamation or reconstruction), or if
            an administrative receiver on behalf of a creditor shall be
            appointed, or if the courts shall make an administration order, or
            if circumstances shall arise that entitle the courts or a creditor
            to appoint an administrative receiver, or which entitle the courts
            to make a winding-up order or administration order provided always
            that such termination shall not prejudice or affect any right of
            action or remedy that shall have accrued or shall accrue thereafter
            to the Authority.

      60.3  if the Contractor is in breach of this Contract and shall have
            failed to remedy the breach within 30 days of receipt of a request
            in writing from the Authority to remedy the breach such request
            indicating that failure to remedy the breach may result in
            termination of this Contract.

      60.4  if the Contractor undergoes a change of control within the meaning
            of section 4 16 of the Income and Corporation Taxes Act 1988.

61    The Authority may terminate the contract by giving 3 months written notice
      to the Contractor. The Authority may extend the period of notice at any
      time before it expires subject to agreement on the performance of
      obligations of the Contractor during the period of notice.

62    The termination of the Contract (in whole or in part) under clause 59 and
      60 shall be without prejudice to the rights or obligations of either Party
      which have accrued prior to the date of termination

INTELLECTUAL PROPERTY RIGHTS

63    Intellectual property rights in the Goods arising from the Contract
      including without limitation all letters patent and the right to make
      application therefor and all copyrights and design rights, know-how and
      confidential formulae shall vest in the Authority.

64    Subject to Condition 65 the Contractor shall indemnify the Authority
      against all claims, proceedings, actions, damages, legal costs (including
      but not limited to legal costs and disbursements on a solicitor and client
      basis), expenses and any other liabilities arising from and incurred by
      the use by the Contractor to manufacture and supply the Goods, or the use
      by the Authority following the supply of the Goods by the Contractor, of
      any material which involves any infringement or alleged infringement of
      the Intellectual Property Rights of any third party.

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65    The provisions of Condition 64 shall not apply in respect of any material
      which the Authority has supplied to the Contractor or which the Authority
      has specified for the use by the Contractor or for delivery to the
      Authority.

66    The Authority shall indemnify the Contractor against all claims,
      proceedings actions, damages, legal costs (including but not limited to
      legal costs and disbursements on a solicitor and client basis), expenses
      and any other liabilities arising from and incurred by the use by the
      Contractor to manufacture and supply the Goods, of any material referred
      to in Condition 61 which involves any infringement or alleged infringement
      of the Intellectual Property Rights of any third party.

67    Where any claim is made by a third party in respect of any material
      referred to in Condition 63 or 64, the Party which is required to provide
      an indemnity under those provisions shall have the right to conduct, or
      take over the conduct of, the defence to the claim and to any proceedings
      or action brought by the third party.

PUBLICITY

68    The Contractor shall not advertise or publicly announce that it is
      supplying Goods or undertaking work for the Authority without the prior
      written consent of the Authority,

NOTICES

69    Any notice required or permitted to be given by either party to the other
      under these conditions of Contract for the purchase of Goods or otherwise
      shall be in writing or electronic mail confirmed by writing within 7 days,
      sent by first class prepaid mail, either recorded delivery or registered
      post, addressed to that other party at its registered office or principal
      place of business, or such other address which may have been notified to
      the party giving the notice. A notice shall be deemed to have been served
      forty-eight hours after posting.

COMMUNICATIONS

70    All written and oral communications, all documents and the labelling and
      marking of all packages shall be in English.

DATA PROTECTION

71    The Contractor shall comply with the Data Protection Act 1998.

DISPUTE RESOLUTION

72    All negotiations and proceedings connected with any dispute, claim or
      settlement arising out of or relating to this Contract ("dispute") shall
      be conducted in confidence. The performance of obligations under this
      Contract shall not cease or be delayed by the application of any procedure
      to resolve a dispute.

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73    The parties will attempt in good faith to resolve any dispute promptly
      through negotiation between their authorised representatives.

74    If the matter cannot be resolved through negotiation, the parties will, at
      the request of either of them, attempt in good faith to resolve the
      dispute through an agreed Alternative Dispute Resolution ("ADR")
      procedure.

75    If the matter has not been resolved by an agreed ADR procedure within one
      month of the initiation of such procedure, the dispute shall be referred
      to a single arbitrator to be agreed upon by the parties or in default of
      agreement within 14 days to be nominated by the President for the time
      being of the Chartered Institute of Arbitrators in accordance with the
      Arbitration Act 1996. The arbitration shall be in accordance with the
      Arbitration Act 1996 and in accordance with such arbitration rules as the
      parties may agree or, in default of agreement, in accordance with the
      Rules of the London Court of International Arbitration which Rules are
      deemed to be incorporated by reference into this clause.

76    The decision of the arbitrator shall be final and binding on the parties.

THIRD PARTY RIGHTS

77    The Contractor acknowledges that the Authority has entered into this
      Contract in the context of the exercise of the performance of the duties
      of the Secretary of State under the National Health Services Act 1977, the
      National Health Service (Scotland) Act 1978 and/or the Health and Personal
      Social Services (Northern Ireland) Order 1972 S.I. l972/l265 (N.I. 14).
      Accordingly, when assessing the extent of any liability of the Contractor
      to the Authority account shall be taken in full of the extent of any
      liability incurred by such person or bodies (together referred to as
      "Third Parties" or individually as "Third Party").

78    Third Parties or any Third Party may enforce any term of this Contract
      which confers a benefit on them or it. Subject thereto, a person who is
      not party to this Contract shall have no right to enforce any terms of it
      which confer a benefit on him.

LAW

79    This Contract shall be governed and construed according to English law.

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IN WITNESS whereof this Agreement has been entered into the day and year first
before written

SIGNED BY DUNCAN EATON, CHIEF EXECUTIVE
FOR NHS PURCHASING AND SUPPLY AGENCY:           /s/ N. D. Eaton
                                             -----------------------------------
                                                    N. D. Eaton
                                                    CHIEF EXECUTIVE

SIGNED BY
FOR OMRIX BIOPHARMACEUTICALS SA
                                               /s/ Philippe Romagnoli
                                             -----------------------------------
                                                   Philippe Romagnoli
                                                   Managing Director