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                                                                EXHIBIT 10.24

                                                                           1(23)

                                THIS AGREEMENT ON
                    DEVELOPMENT OF THE SYNTHESIS OF FC-1271A
                                       AND
                              MANUFACTURING OPTION

                          (hereinafter the "Agreement")

         Made the 1st Day of May, 1999 (the "Date of the Agreement")

                                 by and between

       I A) HORMOS MEDICAL OY, Turku, (commercial registry number 705.463)
                     (hereinafter referred to as "Hormos")
     a corporation duly organized and validly existing under the laws of the
 Republic of Finland, with its principal offices located at Tykistokatu 4 - B,
                            FIN-20560 Turku, Finland

                 I B) TESS DIAGNOSTICS AND PHARMACEUTICALS, INC.
                    (commercial registry number 01245734-6)
                     (hereinafter referred to as "Tess")
  a corporation duly organized and validly existing under and by virtue of a
    charter granted by the general assembly of the State of Texas with its
 principal offices at 7689 Shadow Oaks Lane, Granite Bay, California, 95746,
                            United States of America

            (hereinafter collectively referred to as the "Partners")

                                       and

    II) ORION CORPORATION FERMION, Espoo (commercial registry number 136.003)
                     (hereinafter referred to as "Fermion")
     a corporation duly organized and validly existing under the laws of the
   Republic of Finland, with its principal offices at Orionintie 1, FIN-02200
                                 Espoo. Finland

WITNESSETH

Whereas,    The pharmaceutical use of the substance known as FC-1271a (the
            "Compound") is patented (and/or subject to patent applications) with
            respect to the prevention and treatment of osteoporosis and by means
            of contractual license from Orion Corporation and sub-license
            arrangements exclusively at disposal for the Partners;

Whereas,    The Partners wish to further develop the Compound in order to
            produce a commercially viable pharmaceutical product for
            osteoporosis indication and to secure a reliable source for the
            production of the Compound for such product;

Whereas,    Fermion has the necessary capacity and laboratories and is
            interested in developing a synthesis of the Compound, which would be
            applicable for bulk manufacture scale;

Whereas,    Fermion is interested in becoming the manufacturer and supplier of
            the Compound to the Partners;


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                                                                           2(23)


Whereas,   The Parties wish to cooperate in the development of the synthesis of
           the Compound and wish to hereby regulate the development work to be
           undertaken by them in relation thereto;

Now, therefore,

           In consideration of the mutual covenants set out herein and intending
           to be legally bound, it is hereby agreed as follows:

1          DEFINITIONS

           Unless otherwise especially set forth herein, the following terms
           shall carry the meanings set forth below:

1.1        Calendar Quarter

           Shall mean each three (3) month period ending on March 31, June 30,
           September 30 or December 31.

1.2        Compound


           Shall mean the compound "********" and known under name
           FC-1271a.


1.3        Confidential Information

           Shall mean all information, whether technical or non-technical, trade
           secrets, discoveries, data, drawings, techniques, documents, models,
           samples and know-how, whether or not patented or patentable, owned or
           possessed by the Parties on the date of Agreement or later developed
           by them.

1.4        Development Period

           Shall mean the time period, which starts on February 22, 1999 and
           expires May 28, 2004.

1.5        Development Program

           Shall mean the written work program for the development of the
           synthesis, and compilation of the Drug Master File for the synthesis,
           of the Compound as set out in ANNEX 1. This program, according to the
           progress made with respect to the development work, may be mutually
           amended from time to time in writing by the Parties.

1.6        Manufacturing and Supply Agreement

           Shall mean the agreement on manufacturing and supply of the Compound
           to which Fermion shall have the option as set forth in this
           Agreement, and which shall be made between Fermion and the Partners
           or between Fermion and the Sub-Licensee(s) of the Partners.

1.7        Party

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                                                                           3(23)


           Shall mean the Partners or Fermion and when used in the plural both
           the Partners and Fermion.

1.8        Product(s) or Finished Dosage Form

           Shall mean any pharmaceutical composition for osteoporosis indication
           containing the Compound as the pharmacologically active ingredient.

1.9        R & D

           Shall mean research and development activities related to determining
           the manufacturing parameters of the Compound. Such activities shall
           also include establishment of analytical testing methods for the
           Compound, preparation of reference standards, investigation and
           characterization of the main peak in the HPLC-testing method,
           structure elucidation of the Compound and its impurities as well as
           compilation of stability data of the Compound.

1.10       Specifications

           Shall mean the final specifications for the Compound prepared by the
           Parties and mutually agreed upon in writing.

1.11       Sub-Licensee

           Shall mean the sub-licensee(s) of the Partners (i.e. to whom the
           rights to the Product have been or may be licensed).

1.12       Synthesis

           Shall mean the chemical process and its description by which the
           Compound synthesized from its precursors.

                           I PART: DEVELOPMENT PHASE

2          DEVELOPMENT

2.1        It is the intention of the Parties that the Synthesis shall be
           developed in accordance with the Development Program attached hereto
           as ANNEX 1 and made a part of this Agreement by reference.

2.2        The Parties anticipate that the Development Program continues for an
           estimated period of five and a half (5 1/2) years, starting on
           February 22, 1999 and ending May 28, 2004. According to the progress
           achieved with respect to the development of the Synthesis, the
           Parties may agree on a more accurate development program or may
           mutually amend the existing one maintaining the original intention of
           the Parties.

2.3        After each Calendar quarter the Partners shall pay all costs directly
           resulting from the development of the Synthesis and the
           implementation of the Development Program. The costs shall include
           direct costs (salary and social welfare expenses, overhead, material
           and use of analytical equipment) and be allocated and invoiced at the
           quarter when they incur. All payments based on accepted cost
           estimates shall be payable within thirty (30) days of invoice.

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                                                                           4(23)

2.4  The cost structure for the Development Program is included herein as Annex
     2. Fermion will keep the costs firm for 1999, whereas thereafter they are
     subject to review. Before commencing work after December 31, 1999, Fermion
     and the Partners shall, on a year-by-year basis, review the costs that
     arise in the Development Program and agree on them. Fermion shall not be
     obliged to commence work in relation to any phase of the Development
     Program until the Partners and Fermion agree on the cost structure of work
     to be commenced yearly after December 31, 1999.

2.5  Within one (1) month from the beginning of each Calendar Quarter referred
     to above, Fermion shall keep the Partners informed of the performance,
     developments, progress made and cost development forecasts of the Synthesis
     by submitting a written report regarding the R&D as defined hereinbefore in
     article 1.9, specifying activities carried out and results obtained in such
     Calendar Quarter.

2.6  Subject to clause 8 and its subclauses, the Partners may, during the term
     of the Development phase of this Agreement, send its employees or experts
     to visit Fermion's premises for the purpose of controlling the performance
     of Fermion with respect to this Development Program. Such visits shall be
     limited to one visit per Quarter with a notification period of 10 business
     days, be conducted during normal business hours and be made at Partners'
     costs.

2.7  During the course of the Development Program and in accordance therewith,
     Fermion shall develop, prepare and maintain the chemistry part of the
     Investigational New Drug (IND) application for the European Union, the
     United States of America, Canada, Japan, Australia and New Zealand and
     shall take care of annual updates of the chemistry part of such IND.

2.8  Fermion warrants that it shall prepare a Drug Master File (DMF) for the
     Compound for the European Union, the United States of America and Japan as
     well as that it shall answer a deficiency letter that the United States
     Food and Drug Administration (FDA) and/or relevant health authorities in
     Europe, Japan, Australia, New Zealand and Canada may issue to the Partners
     regarding the manufacturing process of the Compound. This service will be
     provided to Hormos at no charge but only as long as the deficiency is
     clearly related to the Compound.


3    MANUFACTURE AND SUPPLY OF THE COMPOUND DURING THE DEVELOPMENT PHASE FOR
     RESEARCH AND REGULATORY APPROVAL PURPOSES

3.1  The Parties understand that during the clinical trials accurate and
     reliable supply of the Compound is particularly of the essence for the
     Partners. Therefore, during the duration of the Development Program,
     Fermion shall use its best efforts within commercially reasonable limits
     and diligent business practice, to manufacture and supply the Compound to
     the Partners in accordance with the estimated delivery schedule agreed in
     the Development Program and the maximum of 36 months' requirement, as set
     forth in clauses 12.4 and 12.5.

3.2  The estimated quantities of Compound to be manufactured and supplied during
     the Development Program are set forth in "FC-1271a Delivery Schedule",
     attached hereto as ANNEX 3.

3.3  a) During the Development Program the Compound shall be delivered by
     Fermion to the Partners on FCA, Fermion Espoo basis (Incoterms 1990) at
     prices and payment terms as set forth in Annex 3. Fermion will keep the
     price for the first 75 kilos firm, whereas thereafter it is subject to
     review. Before commencing work for manufacturing quantities after the first
     said 75 kilos, Fermion and the Partners shall, on a year-by-

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                                                                           5(23)

     year basis, review the prices and agree on them. With the exception of the
     first 75 kilos firmly offered herewith, Fermion shall not be obliged to
     commence work in relation to any phase of the Development Program until the
     Partners and Fermion agree on the price or prices for the Compound to be
     delivered to the Partners.

     b) Although prices as set forth in Appendix 3 are to be reviewed with the
     exception of the first 75 kilos, Fermion has the right to increase said
     prices for a new calendar year upon advance written notice to the Partners
     at least thirty (30) days prior to the end of the then current year, to
     cover any increase in Fermion's cost of materials, direct labor and
     overhead related thereto, and said price shall be firm for the following
     twelve (12) months. Fermion shall give to the Partners clear explanations
     and proof in writing for the cost increase, and the Partners shall have the
     right at its expense to have any increase in costs verified after
     reasonable prior notice in writing and during normal business hours and
     subject to appropriate confidentiality undertakings by an independent
     certified public accountant prior to paying any price increase pursuant to
     such request.

3.4  Fermion shall have the right of first refusal for entering into a
     Manufacturing and Supply Agreement as outlined in Part II of this
     Agreement.

  II Part:  RIGHT OF FIRST REFUSAL FOR MANUFACTURE AND SUPPLY OF THE COMPOUND

4.   Manufacturing Right of First Refusal of Fermion

4.1  The Partners hereby exclusively grant Fermion the right of first refusal to
     become the exclusive supplier of the Compound. The status of the exclusive
     supplier shall give Fermion the right to supply the entire amount of the
     annual sales of the Compound by the Partners or their Sub-Licensees. In
     addition to specific provisions set forth in this section 4 and regarding
     the right of first refusal for the Manufacturing and Supply Agreement, the
     other applicable provisions of this Agreement shall form a basis of such
     agreement.

4.2  After receipt of market authorization for the Product in either the
     European Union, the United States of America or Japan, the Partners shall
     inform Fermion thereof and the parties agree to start negotiations with the
     aim to enter into a Supply and Manufacturing Agreement for the Compound
     within one month after the date the Partners informed Fermion about the
     receipt of market authorization. Such a Supply and Manufacturing Agreement
     shall also include language regarding safety stock. The Parties shall
     negotiate in good faith. However, if the Parties have not reached an
     agreement within six (6) months after the Partners informed Ferion about
     the receipt of market authorization, the right of first refusal expires.
     Within twelve (12) months after the date the Partners informed Fermion
     about the receipt of market authorization, and in case no agreement has
     been reached between the parties during the first six months (but Fermion
     indicated its interest to continue negotiations), should the Partners offer
     a third party more favorable terms than those negotiated with Fermion,
     Fermion shall have the right to enter into the Supply and Manufacturing
     Agreement on such more favorable terms. In the event that the Parties
     conclude a Supply and Manufacturing Agreement with each other, then Fermion
     shall use one of their manufacturing sites (Espoo or Hanko or Oulu) as
     their primary site for manufacturing the Compound and, if so wished by the
     Partners, file one other of these three sites as their secondary
     manufacturing site, which would operate as a back-up supply source for the
     Compound.


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                                                                           6(23)

4.3  If Fermion decides to exercise its option as set forth in paragraphs 4.1
     and 4.2, then it will manufacture the Compound in such a facility which
     complies with applicable Good Manufacturing Practices and all other
     applicable requirements of the regulatory authorities within the
     territories of United States of America/Canada, European Community and
     Japan.

4.4  Fermion shall not make any changes to the manufacturing process, which
     significantly change the chemical and/or physico-chemical properties of
     the Compound without the prior written consent of the Partners.

4.5  Fermion shall manufacture and sell the Compound only to the Partners or to
     the Sub-Licensee(s) of the Partners. The Sub-Licensee(s) shall have the
     right to purchase the Compound on the same conditions it is sold to the
     Partners.

4.6  The Partners shall provide Fermion on or before the first day of the month
     preceding each Calendar Quarter with a rolling twelve (12) month forecast
     reflecting the need of the Compound.

4.7  It is the intention of the Parties to agree on a fixed price per kilogram
     for the Compound. Prior to any deliveries of the Compound for commercial
     purposes, the Parties shall negotiate in good faith in order to agree such
     price per kilogram.

4.8  The Partners shall give separate orders to Fermion for any quantities of
     Compound that will be delivered on FAC, Fermion, Espoo (Incoterms 1990)
     basis. Fermion agrees to accept orders and will confirm them within five
     (5) business days, to the extent same conform to the forecasts and use its
     best efforts and due diligence within commercially reasonable limits to
     meet the Partners' requirement for the Compound exceeding Hormos'
     forecasts. Subject to Force Majeure, Fermion shall deliver Compound on the
     date or dates indicated on Fermion's order confirmation but shall not be
     liable for any direct or indirect damage or loss which may occur to the
     Partners due to a delay in delivery of the Compound.

4.9  Fermion shall keep a safety stock of the Compound, the quantity of which
     shall mutually be agreed upon. The building up of such safety stock shall
     start from the second month and be finished after the sixth month after
     the execution of the Supply and Manufacturing agreement as contemplated
     under clauses 4.1 and 4.2. One (1) year after execution of this
     Manufacturing and Supply Agreement and every six (6) months thereafter,
     the Partners and Fermion shall meet and determine if safety stock
     requirements need to be revised.


               III Part: COMMON PROVISIONS FOR THE PARTS I AND II

5    QUALITY

5.1  The Compound shall be manufactured and delivered in accordance with the
     Compound Specifications indicated in Annex 4, which will be updated from
     time to time by the parties.


6    DEBARMENT CERTIFICATION

6.1  Fermion warrants that it will not knowingly use in connection with the
     services rendered under this Agreement in any capacity the services of any
     person debarred under the Generic Drug Enforcement Act 21 USC Section
     335a(k)(1) and further will not knowingly
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                                                                           7(23)

          use any person who has been convicted of a crime as defined under the
          Generic Drug Enforcement Act.

7         INDEPENDENT TRADER STATUS

7.1       Each of the Parties in performing this Agreement shall be and be
          deemed to be acting as an independent contractor or trader and not as
          the agent or employee of the other. Accordingly, the Partners shall
          purchase the Compound from Fermion, which Fermion has manufactured in
          accordance with the Partners' Specifications. The partners and/or its
          designated Affiliates shall then manufacture the finished dosage form
          in accordance with the Partners' specification therefor and shall sell
          such finished dosage form to the Partners' customers according to the
          Partners' customary practices. Neither Fermion, nor Hormos nor the
          Partners shall have any authority whatsoever to act as agent or
          representative of the other party nor any authority or power to
          contract or create any obligation or liability on behalf of the other
          party or otherwise bind any other party in any way for any purpose.

8         INSPECTIONS

8.1       Manufacturing Facilities: Subject to confidentiality undertakings as
          set forth under clause 15, Fermion agrees to allow inspections of its
          manufacturing facilities in which the Compound is being manufactured,
          analyzed or tested, by representatives of the Partners during normal
          working hours upon written prior notice as set forth in paragraph 2.6.
          Fermion shall grant access to such premises and to the documentation
          necessary for or appropriate to the manufacturing and quality control
          of the Compound. Such an inspection shall be carried out once a year,
          at the Partners' costs, and with a notification time of at least ten
          (10) business days; prior to the proposed inspection date.

8.2       Product Inspections:

          a)   The Partners shall have a representative sample of the Compound
               inspected and analyzed from batches supplied by Fermion within 60
               days after receipt. If, after inspection, the Partners believe
               the shipment does not meet the Specifications or has any other
               defect, Fermion shall be notified in writing within sixty (60)
               days after reception of any such goods. If the Partners do not so
               notify Fermion, they shall be deemed to have waived all claims
               against Fermion for said quantity delivered, except for any
               latent defects (resulted from manufacture of the Compound and not
               due to a change in the specification) that could not have been
               discovered upon such inspection. Any claims by the Partners
               regarding goods delivered shall specify in sufficient detail the
               nature and basis of the claim and enable the specific
               identification of the goods involved.

          b)   Fermion shall respond to all claims made by the Partners on a
               case-by-case basis during which time Fermion shall have the right
               to first inspect any goods involved before being required to take
               any action with respect thereto. Fermion shall review any such
               claim of non-conformity made by the Partners within ten (10)
               working days of receipt and conduct any required testing of the
               goods involved as soon as possible, but no later than forty-five
               (45) days after receipt thereof. If such review and testing by
               Fermion (or testing by an independent laboratory, as set forth
               below) confirms that a claimed quantity does not meet the
               Specifications, the Partners shall, at Fermion's expense, dispose
               of or return such quantity involved as Fermion shall direct in
               writing. Fermion shall replace such
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                                                                           8(23)

                    quantity with conforming goods as soon as possible, but in
                    no event later than sixty (60) days after testing is
                    completed, which shall be the Partners' only remedy for such
                    non-conformity. If the Parties fail to agree as to whether a
                    delivered quantity meets the Specifications, the Parties
                    shall have the batch in dispute analyzed by an independent
                    testing laboratory, mutually agreed upon and located in
                    Finland. Such laboratory's determination shall be deemed
                    final as to any dispute over the Specifications and the
                    non-prevailing Party shall bear the costs of such
                    independent laboratory's testing.

9         INTELLECTUAL PROPERTY RIGHTS

9.1       Orion Corporation Fermion shall own all inventions relating to the
          synthesis of the Compound, arising from and generated specially in the
          course of the Development Program. All patents and patent applications
          and other proprietary rights, including copyright and know-how, with
          respect to such inventions shall be made and held in the name of Orion
          Corporation Fermion. The partners shall be given a worldwide,
          personal, non-exclusive, non-transferable license (with a right to
          grant one (1) sublicense at a time for purposes of manufacturing the
          Compound in case Fermion is not exercising its manufacturing option)
          to practice said inventions in relation to the synthesis. If such
          invention comprises a synthetic process which is more economic or,
          without compromising economics, shows an even higher safety profile
          than the synthesis described in the Drug Master File, then Fermion
          together with the Partners mutually decide on whether or not to use
          such new synthesis. If such new process is more economic than the
          synthesis pathway actually used, and the Partners and Fermion decide
          to use the new process, then the economic benefit will also be
          extended to the Partners in form of a reduction of the price per
          kilogram of the Compound.

9.2       The know-how referred to in 9.1 shall include, without limitation,
          specifications of the materials and components used in the development
          of the Synthesis. In addition, the know-how shall include drawings,
          specifications and engineering data relating to the Synthesis or to
          the manufacture of the Compound; test and quality control procedures
          and data, however, are included in each case only insofar as they are
          specially developed for the purposes of the development of the
          Synthesis and/or the manufacture of the Compound.

9.3       Except for use for the purposes defined in this Agreement, no right,
          title, interest, or license in or to any trademark, patent, copyright
          or service mark or symbol or any other intellectual property right of
          a party is granted to the other party under this Agreement.

10        WARRANTIES

10.1.     Fermion warrants and represents that the Compound manufactured by
          Fermion and delivered to the Partners, their Affiliates or
          Sub-Licensee(s) hereunder shall from the date of shipment until the
          end of the specified shelf-life conform to the Specifications and be
          manufactured in accordance with all applicable laws and regulations
          relating to the manufacture of the Compound, including but not limited
          to, applicable supranational, national and local laws in the country
          where manufacture occurs and current Good Manufacturing Practice to
          the extent applicable to Fermion as the producer of the Compound.

10.2      Unless as otherwise expressly stated herein, no other warranties or
          representations, express or implied, including the warranties of
          fitness for a particular purpose and merchantability, regarding the
          Compound are made or shall be deemed to have been
<PAGE>
                                                                           9(23)

          made by Fermion. Subject to Fermion's warranty and indemnification
          obligations hereunder for the Compound, Fermion shall have no
          responsibility or liability for the Compound used, supplied, marketed
          or sold by the Partners, their Affiliates or Sub-Licensees.

10.3      Fermion warrants that it does not infringe any third party's
          proprietary rights with respect to the manufacturing process of the
          Compound.

11        INDEMNIFICATION PROVISIONS

11.1      The Partners: The Partners agree to indemnify, defend and hold Fermion
          and its affiliates, directors, officers, employees and agents (the
          "Fermion Indemnified Persons") harmless from all liabilities, losses,
          expenses or damages of any kind, including, without limitation, all
          liability, loss, damage or expense (including attorney's fees)
          resulting from the sale or use of the Compound, including, without
          limitation, claims for actual or alleged sale or use of the Compound.

11.2      Fermion: Subject to clause 8.2 a), Fermion agrees to indemnify, defend
          and hold the Partners and their Affiliates, Sub-Licensees, directors,
          officers, employees and agents harmless from all liabilities, losses,
          expenses or damages of any kind, including, without limitation, all
          liability, loss, damage or expense (including attorney's fees)
          resulting from latent defects in the Compound caused solely by the
          negligence of Fermion in the manufacture of the Compound.

11.3      The Partners shall notify Fermion in writing of any defect that it
          learns of, which is likely to affect the manufacture of the Compound
          as contemplated by this Agreement.

12        TERM AND TERMINATION

12.1      This Agreement shall enter into force as of the Date of the Agreement
          and shall continue in full force and effect until six months after the
          expiration of the first right of refusal terms as provided for in
          clause 4.2 of this Agreement, unless terminated earlier as provided
          herein. In case Fermion decides not to exercise its right of first
          refusal as contemplated hereinabove in Part II of this Agreement, then
          Fermion shall manufacture the Partners' 36 months' requirements as set
          forth hereinbelow in clauses 12.4 and 12.5.

12.2      The Parties may terminate this Agreement upon mutual written agreement
          at any time during the Term of this Agreement.

12.3      Either Party shall have the right, without prejudice to any other
          rights or remedies available to it, to terminate this Agreement for
          cause with immediate effect by written notice to the other Party in
          any of the following events:

          a)   The other Party defaults in the performance of any of its
               obligations under this Agreement and such default continues
               unremedied for thirty (30) days from written notice to the
               defaulting Party;

          b)   The other Party intentionally makes (or is discovered to have
               intentionally made) any material false representations, reports
               or claims in connection with the business relationships of the
               Parties;
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                                                                          10(23)

          c)   Any of the representatives of the Parties engages in (or is
               discovered to have engaged in) fraudulent, criminal or negligent
               conduct in connection with the business relationships of the
               Parties;

          d)   The other Party files a petition in bankruptcy, is adjudicated
               bankrupt, files for reorganization, is placed in liquidation,
               makes a general assignment for the benefit of its creditors,
               becomes insolvent or is otherwise unable to fulfill its business
               obligations;

          e)   Any change occurs with respect to the ownership of the other
               Party by virtue of dissolution, reorganization or transfer or
               sale of fifty per cent (50%) or more of the outstanding stocks of
               the other Party to a third party having activities within the
               pharmaceutical field.

          f)   If no agreement has been reached between the Parties regarding
               entering into a separate Manufacturing Agreement as set forth in
               paragraph 4 and its sub-clauses within the time lines set out in
               this Agreement.

12.4      Fermion has the right to discontinue manufacturing of the Compound
          without payment of any penalty to the Partners. If Fermion decides to
          discontinue manufacturing the Compound during the Term of this
          Agreement, Fermion will inform the Partners six (6) months prior to
          the effective date of such discontinuation of manufacture. The
          Partners may then indicate to Fermion their 36 months' requirement,
          and Fermion will manufacture such requirement of the Compound for the
          Partners, which will be delivered and invoiced to the Partners as soon
          as the Compound is manufactured, as described in Section 4.1 - 4.8
          above. The Drug Master File for the Compound will be closed only after
          the Partners has accepted the last quantities of the Compound and
          found them to be in compliance with the specifications for the
          Compound.

12.5      If Fermion decides to discontinue manufacturing of the Compound, then
          Fermion agrees to hand over to the Partners the manufacturing and
          quality control technology and methodology indicated in the Drug
          Master File and analytical methods with which the Partners can
          transfer Fermion's manufacturing technology to a third party. This
          technology transfer would be at no cost to the Partners, with the
          exception that Fermion shall, upon Partners' written request and at
          their cost, deliver on the production site the maximum of fourteen
          (14) working days of expert advice regarding the technology transfer.
          However, Fermion is not responsible for successful manufacturing of
          the Compound and its quality control technology and methodology at the
          third party's manufacturing site.

12.6      If at any time during the Term:

          a)   The Partners decide not to file an application for regulatory
               approval in any major territory or decide to withdraw such
               application due to documented adverse reactions or other safety
               issues with the Product or the Product's lack of efficacy or
               limited efficacy ("Safety or Efficacy Issues");

          b)   The Partners' application(s) for regulatory approval in any major
               territory is rejected due to the Safety or Efficacy Issues;

          c)   The Partners' application(s) for regulatory approval in any major
               territory is subsequently withdrawn because of Safety or
               Efficacy Issues; or

          d)   The Product is withdrawn from the market in the European Union
               and/or the United States of America and/or Japan because of
               Safety or Efficacy issues:
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                                                                          11(23)

          The Partners may, at their option, terminate this Agreement upon
          thirty (30) days written notice to Fermion. The Partners must exercise
          this right of termination within ninety (90) days of the occurrence of
          the event mentioned herein.

12.7      Within thirty (30) days of termination or expiration of this Agreement
          the Partners undertake to pay to Fermion all outstanding and accrued
          development costs and expenses approved by the Partners up to and
          prior to the date of termination or expiration, and any other costs
          that are due to be paid.


13        LIMITATION OF DAMAGES

13.1      In no event shall either party be liable to the other party or third
          parties for any indirect damages, such as e.g. lost profits in
          connection with its performance under this Agreement or any breach
          thereof. The restrictions of liability to compensate damages
          stipulated for in this article shall not be applied to any breach of
          the intellectual property rights of Fermion or the Partners or its
          principals, including but not limited to rights of patent, copyright
          and trademark or unauthorized disclosure of the trade secrets or other
          confidential information of the same provided to either of Partners
          under this agreement. The compensation for damages for such breach
          shall include any damages suffered by Fermion or the Partners, whether
          direct or indirect, including but not limited to damages suffered due
          to loss of profits, business or good-will.


14        FORCE MAJEURE

14.1      Neither party shall be liable for delays or failure of performance of
          any obligation hereunder by reason of an Act of God, fire, flood, war,
          public disaster, strike or labor difference, governmental enactment,
          rule or regulation, or any other cause beyond such party's control,
          provided that diligent continuing efforts are made to resume
          performance if such resumption is a commercially reasonable option.
          Written notice must be given to the other party for any claim made
          under this Clause.


15.       CONFIDENTIALITY

15.1      The Parties shall hold the Confidential Information in strictest
          confidence and shall use the same level of care to prevent any
          unauthorized use or disclosure of the Confidential Information as it
          exercises in protecting its own information of similar nature. The
          Parties shall not disclose the Confidential Information to any third
          party without a prior written consent of the other Party.

15.2      The Confidential Information shall be supplied to the Parties in
          written form and shall be identified as being confidential and
          disclosed under the provisions of this agreement. Any information that
          is disclosed in oral form shall be confirmed in writing and be deemed
          included within the scope of this Agreement.

15.3      The Parties shall have the right to disclose the Confidential
          Information to the minimum number of those officers and employees who
          need to know it for the purposes of this Agreement. Such disclosure is
          allowed only on condition that the persons to whom the Confidential
          Information will be disclosed shall be, by law, contract or other
          undertaking, under confidentiality obligations corresponding to those
          set out in this Agreement.

<PAGE>
                                                                          12(23)

15.4      The disclosing Party retains all rights to its Confidential
          Information.

15.5      The confidentiality obligation of this Agreement shall not apply to:

          a)        Confidential Information which at the time of the disclosure
                    is in the public domain; or

          b)        Confidential Information which, after disclosure, becomes
                    part of the public domain otherwise than by breach of this
                    Agreement; or

          c)        Confidential Information which can be established by
                    reasonable and competent proof to have already been in the
                    receiving Party's possession prior to disclosure and was not
                    acquired, directly or indirectly, from the disclosing Party;
                    or

          d)        Confidential Information which either Party shall receive
                    from a third party who has the legal right to disclose it
                    and who would by disclosure not breach, directly or
                    indirectly, any confidentiality obligation to either Party;
                    or

          e)        Confidential Information which is released for disclosure by
                    prior written consent of the other Party.

          f)        Confidential Information which has been independently
                    developed by a Party hereto without exploiting Confidential
                    Information received from the other Party

          g)        Confidential Information which is required to be disclosed
                    by law or by order of court of competent jurisdiction,
                    provided that due advance notice is given to the other Party
                    of such a requirement and also then only to the minimum
                    extent so required.

15.6      The burden of proving that any of the above exceptions is applicable
          to a Party to relieve it of its liability or obligations hereunder
          shall be upon the Party claiming such exception(s).


16        PUBLICITY AND PUBLICATIONS

16.1      Except as provided by this Agreement or as required by law, neither
          Party shall originate any publicity, news release or other public
          announcement, written or oral, whether to the public press,
          stockholders, or otherwise, relating to this Agreement, any amendment
          hereto or performance hereunder, or the existence of any arrangement
          between the Parties without the prior written approval of the other
          Party, which approval shall not be unreasonably withheld.


17        AUTHORIZATION AND NOTICES

17.1      The Partners shall decide with respect to all decisions, such as
          approval of annual cost estimates for R&D or ordering annual
          quantities of the Compound. However the project manager appointed by
          the Partners shall be responsible and authorized to handle day-to-day
          affairs of managing this Agreement.

17.2      All notices referred to herein shall be sent by prepaid registered
          mail or by telefax and shall be deemed delivered if sent to the
          addresses of the respective Parties hereinbe-

<PAGE>
                                                                          13(23)

          low indicated, or such other address as is furnished by written notice
          to the other Party.

          Notices and proof of payments to Fermion shall be made to:

          Orion Corporation Fermion
          P.O. Box 65
          FIN-02101 Espoo
          Finland
          Fax: + 358 9 429 3839
          Attn: Leif Hilden

          Notices to Hormos and the Partners as well as invoices to the Partners
          shall be made to:

          Hormos Medical Oy Ltd.
          Tykistokatu 4-6 B
          20520 Turku
          Finland
          Fax: + 358 2 333 7690
          Attn: Kaija Halonen, Project Manager

          Notices to Tess shall be made to:

          Tess Diagnostics and Pharmaceuticals, Inc.
          7689 Shadow Oaks Lane,
          Granite Bay, Ca, 95746,
          United States of America
          Fax: +1 916 791 2048
          Attn: Mike W. DeGregorio, President


18        ASSIGNMENT

18.1      This Agreement is deemed personal to the Partners and Fermion. Neither
          Party shall, without prior written consent of the other Party, assign
          this Agreement or any of its rights nor delegate any of its duties or
          obligations herein. Without prejudice to Clause 12.3 e), both Parties
          agree not to unreasonably withhold consent if such an assignment is
          contemplated in connection with the sale or merger by a Party of all
          or substantially all of its assets to a third Party, providing the
          non-assigning Party receives and accepts such written assurances of
          continued performance and commitments from the assignee under this
          Agreement as it may reasonably require prior to such an assignment
          becoming effective. Any assignment or delegation in derogation of this
          provision shall be deemed null and void.


19        GOVERNING LAW AND DISPUTES

19.1      This Agreement shall be governed, construed and interpreted by the
          laws of Republic of Finland.

19.2      In the event of any controversy, claim, or dispute arising out of or
          relating to any provisions of this Agreement, the Parties shall try to
          settle those conflicts amicably between themselves within ninety (90)
          days of either Party's written request for amicable set-

<PAGE>
                                                                          14(23)

        tlement negotiations. Should the Parties fail to settle, the matter in
        dispute shall be finally and exclusively settled by binding arbitration.

19.3    The Parties hereto hereby agree that all disputes arising out of or in
        connection with this Agreement (except those involving actions
        commenced by or involving third Parties and affecting or involving only
        one of the Parties to this Agreement), shall be finally and exclusively
        settled in arbitration by a sole arbitrator appointed by the Finnish
        Central Chamber of Commerce. Judgement upon the award rendered by
        arbitration may be issued and enforced by any court having competent
        jurisdiction.

20      MISCELLANEOUS

20.1    WAIVERS: Failure of either Party at any time to require strict
        performance by the other Party of any of the provisions of the
        Agreement shall in no way affect the right thereafter to enforce the
        same, nor shall the waiver of any term, provision, covenant or
        condition hereof be taken or held to be a waiver of any subsequent
        breach thereof or as nullifying the effectiveness of such term,
        provision, covenant or condition.

20.2    COUNTERPARTS: This Agreement may be executed in two or more
        counterparts, which all together shall constitute one instrument.

20.3    ENTIRE AGREEMENT: This Agreement and its annexes embody the entire
        understanding of the Parties and shall supersede all previous
        communications, representations, or understandings, either oral or
        written, between the Parties relating to the subject matter hereof.

20.4    AMENDMENTS: No amendments or modifications of this Agreement will be
        deemed legally binding unless made in writing and signed by both
        Parties hereto.

20.5    SEVERABILITY: In case one or more of the provisions contained in this
        Agreement shall, for any reason, be held invalid, illegal, or
        unenforceable in any respect, such invalidity, illegality or
        unenforceability shall not affect any other provision of this
        Agreement, but this Agreement shall be construed by amending or
        limiting such invalid, illegal, or unenforceable provision so as to
        conform as closely as possible to the intent of the Parties or, if such
        is not possible, by deleting such provision from this Agreement.

20.6    ANNEXES: Should any internal discrepancies or variances occur between
        this Agreement and its annexes, the Agreement shall take precedence.

20.7    HEADINGS: The headings in this Agreement may not be used in the
        interpretation of any provisions hereof.

20.8    USE OF NAMES: Except as expressly required pursuant to law, neither
        party will without prior written consent of the other:

        (a)  Use in advertising, publicity, promotional premiums or otherwise,
             any trade name, trademark, trade device, service mark, symbol, or
             any abbreviation, contraction or simulation thereof owned by
             either party, or

        (b)  Represent, either directly or indirectly, that any product or
             service of one party is a product or service of the other.
<PAGE>


                                                                          15(23)


20.9      LANGUAGE: The Parties have requested that this Agreement and all
          related documents be in English.

20.10     COPIES: This Agreement is established in three (3) copies with
          identical language: One copy for Hormos, one copy for Tess and one
          copy for Fermion.

20.11     INTRODUCTION OF THE EURO CURRENCY: The introduction of the Euro
          ("Euro" meaning the unit of the single currency as defined in the
          Regulation of the European Council on the introduction of the Euro
          which will enter into force at the starting date of the third stage of
          the Economic and Monetary Union) shall not have the effect of altering
          any term or provision of this Agreement or of discharging or excusing
          performance under this Agreement, nor give either of the parties of
          this Agreement the right unilaterally to alter or terminate this
          Agreement. As Finland participates in the third stage of the Economic
          and Monetary Union and consequently the Finnish Markka will cease to
          exist as an independent currency, the references to the Finnish Markka
          in this Agreement shall mean references to the euro and the parties
          hereto shall convert the Finnish Markkas to the euros according to the
          European Council Regulation (EC) No 1103/97 of 17 June 1997 on certain
          provisions relating to the introduction of the euro.

          IN WITNESS HEREOF, the Parties hereto through their authorized
          representatives have executed this Agreement as of the date first
          written above.

                               ORION CORPORATION
                                    Fermion


<Table>
         <S>       <C>                     <C>        <C>
          By        [ILLEGIBLE]             By         [ILLEGIBLE]
                    -----------                        ------------------------

          Title     President               Title      VP [ILLEGIBLE] and Sales
                    ------------                       ------------------------

          Date:     23, 08, 1999            Date:      August 23, 1999
                    ------------                       -------------------------


                              HORMOS MEDICAL LTD.,

          By        /s/ Risto Lammintausta  By
                    -----------                        -------------------------

          Title     CEO                     Title
                    ------------                       -------------------------

          Date:     26, 08, 1999            Date:
                    ------------                       -------------------------


                  TESS DIAGNOSTICS AND PHARMACEUTICALS, INC.,

          By        [ILLEGIBLE]             By         /s/ Gregory T. Why
                    -----------                        ------------------------

          Title        CEO                  Title      Vice President
                    ------------                       ------------------------

          Date:     01/09/99                Date:      09/01/1999
                    ------------                       -------------------------
</Table>

<PAGE>
                                                                          16(23)


ANNEXES

Annex 1   Development program - activities and schedule

Annex 2   Development program - cost structure

Annex 3   Delivery schedule for quantities to be delivered during the
          development program and prices for the quantities to be delivered.

Annex 4:  Specification of Compound
<PAGE>
                                                                          17(23)

                                    ANNEX 1

                                     To the
                                  AGREEMENT ON
                    DEVELOPMENT OF THE SYNTHESIS OF FC-1271A
                                      And
                              MANUFACTURING OPTION
                              Dated: May 01, 1999

SCHEDULE OF THE DEVELOPMENT PROGRAM

See enclosure.

<PAGE>
                                       FC-1271a AIKATAULU 18.6.1999

<Table>
<Caption>
                                                                      1999        2000        2001        2002        2003
                                                                     ---------------------------------------------------------
ID   Task                                  Start         Finish      H1    H2    H1    H2    H1    H2    H1    H2    H1    H2
------------------------------------------------------------------------------------------------------------------------------
<S>                                     <C>            <C>           <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>
 *   ***************** ************     ***  ******    ***  *******
 *   *********** ***********            *** *******    ***   ******
 *   ****************** *******         *** *******    ***  *******
 *   **************                     ***  ******    ***  *******
 *   ***************** *************    *** *******    ***  *******
**   ****************** **********      ***  ******    *** ********
**   *********** *******************    ***  ******    ***   ******
**   ************                       ***  ******    *** ********
**   *********************
     **************** **                ***  ******    ***   ******                            GRAPH ***
**   ****** ********* **********
     ***************                    ***  ******    ***  *******
**   **** ******** *********            *** *******    ***  *******
**   **** ******                        *** *******    ***  *******
**   **** ***** *******************
     ********* ** ***********           ***  ******    ***  *******
**   *********                          ***  ******    *** ********
**   **********                         ***  ******    *** ********
**   ***********                        ***  ******    ***  *******
**   **********                         ***  ******    ***  *******
**   *********                          ***  ******    ***  *******
**   ***********                        ***  ******    ***  *******
**   ********** ************
     ******************* ****           ***  ******    ***   ******
***  ******** ******************
     **************** **                ***  ******    *** ********
***  ***************                    ***  ******    ***  *******
***  ********                           ***  ******    ***  *******
***  **********                         *** *******    *** ********
</TABLE>


Enclosure to Annex 1
                                                                    Page 17a(23)
<PAGE>


<Table>
<Caption>
                                                                                                                    Page 17b(23)


                                       FC-1271a AIKATAULU 18.6.1999

                                                                        1999      2000     2001      2002      2003      2004
                                                                      ------------------------------------------------------------
ID   Task Name                             Start         Finish       H1   H2   H1   H2   H1   H2   H1   H2   H1   H2   H1   H2
----------------------------------------------------------------------------------------------------------------------------------
<S>                                     <C>             <C>           <C>  <C>  <C>  <C>  <C>  <C>  <C>  <C>  <C>  <C>  <C>  <C>
***  ***********                        ***  *******    *** ********
***  **********                         *** ********    ***  *******
***  *********                          ***   ******    ***  *******
***  ******************                 ***   ******    *** ********
***  *********                          ***   ******    ***   ******
***  **********                         ***   ******    ***   ******
***  ***********                        ***   ******    ***   ******
***  **********                         ***   ******    ***  *******
***  *********                          *** ********    *** ********                            GRAPH ***
***  *************** *** **********     *** ********    *** ********
***  *********** **************         ***   ******    ***  *******
***  *********                          ***   ******    ***  *******
***  **********                         ***  *******    ***  *******
***  ***********                        ***  *******    ***   ******
***  **********                         ***   ******    ***  *******
***  *********                          ***   ******    ***  *******
***  ******************* ************   ***   ******    ***  *******
***  ********** *******                 ***   ******    ***  *******
***  *** **                             ***   ******    ***   ******
***  *** ***                            ***   ******    ***  *******
***  *** * ****** ******                ***   ******    ***   ******
***  *** * ****** ******                ***   ******    ***   ******
***  *** * ****** ******                ***   ******    ***  *******
***  ** *** ** ****                     ***   ******    ***  *******
</TABLE>


Enclosure to Annex 1
                                     Page 2
<PAGE>


                                                                          18(23)


                                    ANNEX 2


                                     To the
                                  AGREEMENT ON
                    DEVELOPMENT OF THE SYNTHESIS OF FC-1271A
                                      And
                              MANUFACTURING OPTION
                              Dated: May 01, 1999


COST STRUCTURE OF THE DEVELOPMENT PROGRAM

FC-1271a CALCULATION OF R&D-COSTS


<Table>
<Caption>
                                                    1999      2000      2001      2002      2003      2004
<S>                                                 <C>       <C>       <C>       <C>       <C>       <C>

a) CALCULATION OF TIME:
First number: working-months for chemists
Second number: working-months for lab technicians

01. DEVELOPMENT OF SYNTHESIS

Development of synthesis                            ****      ****      ****

Development of analytical methods,                  ****      ****      ****      ****      ****      ****
Validation and stability studies

02. DEVELOPMENT OF PROCESSES                        1999      2000      2001      2002      2003      2004

</TABLE>

<PAGE>
                                                                         19(23)



<Table>
<Caption>
<S>                                              <C>      <C>        <C>       <C>       <C>       <C>

Development of processes, transfer to Oulu                              **      **        **        **
Validation follow-up                                                            ***       ***
Analytical processes/transfer to Oulu                                           ***       ***

03. REGULATORY AFFAIRS
----------------------

Updates of IND                                                **         **     **        **        **
Compilation of DMF                                                                                  **

TOTAL R&D-WORK FOR FC-1271a                         ***       ***        ***    ***       ***       ***
---------------------------                         -----     -----     -----   -----     -----     -----


b) CALCULATION OF EXPENSES
--------------------------

04. CHEMISTS
------------

Amount of work-months for chemists                     24        34        29        25        12        20

Salary expenses, incl. social costs, material,
infrastructure (2.1 times average wage/mo)         ****     ****       ****      ****      ****      ****

Total costs for chemists (FIM)                     ****     ****       ****      ****      ****      ****

05. LABORATORY TECHNICIANS
--------------------------

Amount of work-months for lab technicians          ****     ****       ****      ****      ****      ****
                                                   ****     ****       ****      ****      ****      ****

Salary expenses (incl. social costs, material,
infrastructure (2.1 times average wage/mo)         ****     ****       ****      ****      ****      ****


</TABLE>

<PAGE>
                                                                         20(23)



<Table>
<Caption>
<S>                                             <C>         <C>       <C>      <C>        <C>      <C>

Total costs for lab technicians (FIM)            ****        ****      ****     ****       ****     ****

06. TOTAL COSTS OF PROJECT PER YEAR
-----------------------------------              ****        ****      ****     ****       ****     ****
(FIM):
------

07. TOTAL R&D-COSTS FOR 1999 - 2004 (FIM):       ****
------------------------------------------

</TABLE>

<PAGE>


                                                                          21(23)


                                    ANNEX 3
                                    -------

                                     To the
                                  AGREEMENT ON
                    DEVELOPMENT OF THE SYNTHESIS OF FC-1271A
                                      AND
                              MANUFACTURING OPTION
                              Dated: May 01, 1999


A) AND B) QUANTITIES OF FC-1271A TO BE PRODUCED BY FERMION DURING THE
DEVELOPMENT PHASE

A) PRICING OF FC-1271A FOR THE FIRST 75 KILOS

C) LAUNCH AND POST-LAUNCH PRICES OF FC-1271A

A)
--


<Table>
<Caption>
                              1999           2000
                              ----           ----
<S>                           <C>            <C>
Quantity (kg)                 ***            ***
Price per kg                  ****           ****
(FIM)
</Table>


B)
--


<Table>
<Caption>
                              2001           2002           2003           2004
                              ----           ----           ----           ----
<S>                           <C>            <C>            <C>            <C>
Quantity (kg)                 ****           ****           ****           ****
Price per kg                  ****           ****           ****           ****
(FIM)
* The indicated prices are subject to review, as contemplated in paragraphs
  3.3a) and 3.3b)
</Table>


<PAGE>
                                                                          22(23)

C) LAUNCH AND POST-LAUNCH PRICES FOR FC-1271A:
----------------------------------------------


<Table>
<Caption>
       Quantity (kg)            Price per kg (FIM)
     ----------------         ---------------------
<S>                           <C>
        ****  - ****                         ****
        ****  - ****                         ****
        ****  - ****                         ****
              > ****                         ****
</Table>


* The indicated prices are subject to review, as contemplated in paragraph 4.7.

The price is based on the quantity to be delivered (as confirmed by Fermion) in
a Calendar year. At the end of each Calendar year, the total quantity delivered
will be consolidated and if the quantity exceeds one or more of the thresholds
mentioned above, then the lowest price will be used and compensation will be
paid in the form of free goods.

Terms of payment: 30 days net.
-----------------