Exhibit     10.47

                       MANUFACTURING AND SUPPLY AGREEMENT

 This Manufacturing and Supply Agreement ("Agreement") is entered into as of the
 date  signed by the last party to sign this  Agreement,  and with an  effective
 date of February 8, 2006 (the "Effective  Date") by and between  Hyaluron Inc.,
 with  its  principal  place  of  business  at 99 S.  Bedford  Street,  Suite 2,
 Burlington,   MA  01803,   ("Hyaluron")   and   Hemispherx   Biopharma,   Inc.,
 ("Hemispherx"),  a Delaware corporation, having its principal place of business
 at 1617 JFK Boulevard,  Philadelphia, PA. 19103. Hyaluron and Hemispherx may be
 referred to herein as a "Party" or, collectively, as the "Parties".

WHEREAS,  Hemispherx  is  engaged  in the  business  of  developing  therapeutic
product(s); and

WHEREAS, Hyaluron is in the business of developing,  manufacturing,  testing and
packaging sterile pharmaceutical products; and

WHEREAS, Hemispherx desires to utilize Hyaluron to develop,  manufacture,  test,
and/or package supplies of the product(s) as designated by Hemispherx:

NOW, THEREFORE, the Parties agree as follows:

     Definitions.  As used herein the  following  terms will have the  following
meanings:

         "API" means the raw material  components  of the Product,  as specified
and provided to Hyaluron by Hemispherx.

         "Batch" means the entire amount of Product yielded from a manufacturing
event using a specific quantity of APIs, Excipients, and components processed in
accordance with the Master Batch Record and the Manufacturing Standards.

         "Batch  Record"  means the document  created as and after each Batch is
Processed  and  Packaged.  Each Batch  Record will reflect and  incorporate  all
aspects of the Master Batch Record, the applicable  Certificate of Analysis, and
any Manufacturing Variance Reports issued with respect to such Batch.

         "Batch   Release"  means  the  final  sign-off  by  a  party's  quality
department  marking the culmination of the quality process through which a batch
of Product is shown to conform to all aspects of the Manufacturing Standards.

         "Bulk" means the bulk API for formulation.

         "Compounded  Bulk"  means  the  API  and  Excipients  which  have  been
compounded  but  not  filled  or  packaged  or  finished  into  a  final  dosage
presentation.

         "Certificate of Analysis"  means a certificate  that  accompanies  each
shipment  of APIs or  Product  certifying  that the APIs or  Product  meets  the
specifications as defined in the Manufacturing Standards.

         "Date of  Manufacture"  means  the date of  sterile  filtration  and/or
filling of the Compounded Bulk.

         "Excipient"  means any substance other than the API used in formulating
the Compounded Bulk.

         "API Reference  Standard"  means a quantity of APIs with a known assay,
supplied by Hemispherx,  with which Hyaluron may perform comparative analysis to
API samples having an unknown assay.

         "API Specifications"  means the specifications with respect to the APIs
as set forth in the Master Batch Record.

          "Manufacturing  Standards"  means the  specifications  for Processing,
Packaging,  and storing the Product set forth in the Specifications,  the Master
Batch  Record,  CGMPs  (as  defined  below),  MSDSs,  the QA  Schedule  and  all
applicable  U.S. laws and  regulations,  to the extent such terms and conditions
are not inconsistent with this Agreement.

         "Manufacturing  Variance Report" means a written report  indicating any
significant  variance  in the  Processing  or  Packaging  of a  Batch  from  the
procedures set forth in the Master Batch Record.

         "Master Batch  Record" means the document,  as may be amended from time
to time, specifying: (i) the API Specifications, (ii) the procedures for testing
and releasing the APIs, (iii) the Excipients,  (iv) the Primary Components,  (v)
Secondary  Packaging,  (vi) the  Specifications,  (vii) the formula (listing the
APIs  and the  Excipients  for the  Product),  and  (viii)  the  procedures  for
manufacturing  the  Product  (listing  the APIs,  the  Excipients,  the  Primary
Components, and the Secondary Packaging).

         "To Package" and "Packaging" means the act of inspecting, labeling, and
packing the Product into units.

         "Primary  Components"  means  the  vial/syringe,  stopper,  and seal as
identified in the Master Batch Record.

         "Process" or "Processing"  means the manufacturing  procedures,  or any
part  thereof,  involved in  manufacturing  the Product in  accordance  with the
Manufacturing Standards.

         "Product" means finished product in final dosage presentation.

         "Release  Date" means the date on which  Hyaluron  notifies  Hemispherx
that the quality control samples are available and the Batch Record is done.

         "Specifications" means the specifications for the APIs, the Excipients,
the Primary Components,  the Secondary Packaging, and the in-process and release
specifications  for  the  Product,  as set  forth  initially  in the  applicable
Statement or Work and,  subsequently  in the Master Batch  Record.  Revisions to
Specifications  may be made by the  Parties  from time to time and such  changes
will be reflected in the Master Batch Record.

         "Qualified  Supplier"  means a supplier of materials or components that
has been audited and/or assessed by Hyaluron and has passed  Hyaluron's  quality
assurance standards.

         "Secondary Packaging" means any component other than Primary Components
used to convert primary units into units.

         "Shipping   Components"  means  the  packaging,   boxes,  and  shipping
containers into which the Product is placed for shipment to Hemispherx.

         "Variance" or "Deviation" means a departure from an established quality
standard (e.g., CGMP standard  operating  procedure,  manufacturing  work order,
Packaging  order,  raw  material or Product  Specification,  analytical  control
procedure,  water monitoring  procedure,  equipment maintenance schedule, or any
unusual occurrence), which may be either anticipated or unanticipated departures
from  established  quality  standards  and may have the  potential to affect the
safety, identity, strength, quality or purity of the Product or Compounded Bulk.

 1. Quotation. Hyaluron will provide to Hemispherx the manufacturing and related
 services  (the  "Services")  as  described  in the  applicable  Quotation  (the
 "Quotation"),  a form of which is attached hereto as Exhibit A and incorporated
 herein by reference.  The Parties will  mutually  agree to the contents of each
 Quotation and any amendments thereto. Each Quotation will, in addition to other
 matters,  address the quality assurance and control  procedures.  The Quotation
 may specify  that  Hemispherx  will  provide  certain  materials to Hyaluron or
 require that Hyaluron acquire certain  materials from a particular  source.  If
 Hemispherx  provides  materials to Hyaluron,  title in and risk of loss of such
 materials  will  remain  with  Hemispherx.  In the  event  Hemispherx  requests
 additional services relating to this Agreement,  the Parties may mutually agree
 upon  such  services  and the  costs  related  thereto  in a  separate  written
 agreement,  which must be signed by authorized  representatives of both Parties
 before any such costs are incurred.

2.       Compensation for Services.
         -------------------------
     Compensation  for the  Services  will  be as  specified  in the  Quotation.
Hyaluron will bill  Hemispherx  for the Services as specified in the  applicable
Purchase  Order.  Such invoices will be payable upon receipt by Hemispherx.  All
pricing, payments,  credits, allowances or other monetary adjustments under this
Agreement will be in U.S. Dollars.


3.      Advance Notice For Services.
        ---------------------------
     Hemispherx  agrees,  according to CGMP standards,  to give Hyaluron 60 days
advance written notice for each Product Order under the terms of this Agreement.

 4.      Services.
         --------

         (a) All Services  will be conducted in accordance  with the  applicable
 Quotation and  Hyaluron's  internal  Standard  Operating  Procedures  ("SOPs"),
 copies  of  which  will  be  available  for  inspection  by  Hemispherx  or its
 designated representatives at Hyaluron upon reasonable notice.  Notwithstanding
 the foregoing, unless otherwise specified in the applicable Purchase Order, the
 manufacturing  of the Product will be conducted in accordance  with EU Annex I,
 ISO 13485:  2003,  ISO 9001:  2000, 21 CFR 211, and Current Good  Manufacturing
 Practices  ("CGMPs") as described in the relevant  United  States Food and Drug
 Administration ("FDA") regulations and guidelines for the manufacture,  control
 and storage of human pharmaceutical  products,  including,  without limitation,
 the FDA's  guidance for industry  titled  "Sterile  Drug  Products  Produced by
 Aseptic  Processing - Current Good  Manufacturing  Practice",  dated  September
 2004.  If  change(s)  to  ISO,  European,  CFR,  and/or  FDA  standards  affect
 manufacture/production  of the Product  Hyaluron and Hemispherx shall negotiate
 in good faith change(s) to prices being charged by Hyaluron to Hemispherx.

          (b) Hyaluron will follow CGMP standards to manufacture for Hemispherx,
 or any third party designated by Hemispherx and agreed to by Hyaluron, clinical
 Batches  of a  finished  dosage  form  of the  Product  per  the  Manufacturing
 Standards,  and as may be  further  developed  by  Hyaluron,  using  the  APIs,
 components and  Excipients  specified.  Both Parties will promptly  notify each
 other of any new instructions or specifications required by CGMP. Upon request,
 Hyaluron will provide Hemispherx with (a) a written  description of any actions
 taken to comply with new or revised  CGMPs that  affect the Product  and/or (b)
 copies  of  Hyaluron's  manufacturing  records,  including  its  Batch  Records
 regarding  the  Product,  for the  purposes  of  assuring  product  quality and
 compliance with agreed-upon manufacturing procedures.

         (c) Hyaluron will adhere to the  Specifications  and  requirements,  as
 detailed in the Master Batch Record,  the Manufacturing  Standards and mutually
 agreed  upon  protocols,  where  such  specifications  are  in  compliance  and
 agreement with FDA and other applicable regulatory agency guidelines.  Hyaluron
 will obtain  Hemispherx's prior approval before it implements any change in the
 materials,  equipment,  process or procedures  used to manufacture  the Product
 that would constitute a significant  Deviation under CGMP, such approval not to
 be withheld by  Hemispherx  unreasonably.  Hyaluron  will disclose all proposed
 changes in such  manufacturing  materials,  equipment,  process or procedure to
 Hemispherx.

         (d) In the event  that the Bulk  fails to meet  in-process  or  release
 specifications,  Hemispherx  may authorize a Deviation from the Batch Record in
 an attempt to salvage  the Batch.  Hemispherx  assumes  responsibility  for all
 costs  associated  with  batch  failure(s)  until  such  time as  Hyaluron  has
 validated the filling line for the Product. Hyaluron will assume responsibility
 for Excipient  costs for batch  failures  occurring  subsequent to product fill
 line  validation,   unless  such  batch  failures  result  from  negligence  by
 Hemispherx.  At no time will Hyaluron be  responsible  for API costs  resulting
 from batch failure.

         (e) Hyaluron will obtain materials and components for production from
Qualified Suppliers.

         (f) Hyaluron and Hemispherx will mutually develop a Master Batch Record
 for the Product  following the technical  specifications,  methods and know-how
 provided by Hemispherx.

         (g)  Hemispherx  will transfer to Hyaluron  appropriate  methods and in
 process  assays for  manufacturing  the  Product.  Such  methods and in process
 assays will be  confirmed,  or if  requested,  validated  by Hyaluron for their
 application to the finished Product.

         (h) Hyaluron  will  provide  Hemispherx  with copies of executed  Batch
Records,  process deviations and analytical data showing that the Specifications
have  been  met,  following  completion  of  the  manufacture  of  the  Product.
Hemispherx  will have the right to review and approve Master Batch  Records,  to
approve  planned  process  deviations  and to receive prompt notice of unplanned
process deviations.

         (i) In the event that Hemispherx proposes any significant change to the
Specifications or manufacturing Process,  Hemispherx will deliver written notice
to Hyaluron  describing  such Change.  Hyaluron  will respond to any such notice
within 15 days after Hyaluron's  receipt thereof;  provided,  however,  that the
Specifications  or Process will not be supplemented,  modified or amended in any
respect without the prior written agreement of the Parties. If any change in the
Primary  Components,  Secondary  Packaging,  Shipping  Components,  Processes or
Product  testing   Specifications   materially   increases  Hyaluron's  cost  to
manufacture,  test, or package the Product,  Hyaluron reserves the right to make
reasonable pricing  adjustments if needed to accommodate such changes.  Prior to
initiating  any work,  Hyaluron will provide a scope of work and cost  proposal.
New pricing will be effective upon  implementation of the new  specifications or
process.

         (j) Hyaluron  will provide  Hemispherx  with all  documents  Hemispherx
reasonably requests regarding its manufacturing processes and procedures for the
Product.  Where  practicable,   for  an  additional  fee,  Hyaluron  may  assist
Hemispherx in obtaining  approvals from other government or regulatory  agencies
which may be required for the conduct of clinical trials of the Product in other
countries.  Hyaluron  agrees  to  cooperate  with  the FDA or  other  regulatory
agencies.

          (k) Labeling and  packaging  will be approved by  Hemispherx,  and all
labels and package  inserts  will be  developed in  accordance  with  Hyaluron's
guidelines with regard to physical dimensions and handling procedures.

         (l) Hemispherx  will conduct release testing on quality control samples
obtained from each Batch of Hemispherx  Product shipped by Hyaluron hereunder to
confirm  that  such  quality  control  samples  conform  to  the   Manufacturing
Standards.  Hyaluron will notify Hemispherx when the quality control samples are
available and the Batch Record is done. At that point in time,  Hemispherx shall
request that the  Hemispherx  Product be shipped  immediately  to  Hemispherx or
another  address  selected  by  Hemispherx.  Hemispherx  will be  deemed to have
accepted the Batch 45 days after  Hemispherx  is notified  that quality  control
samples are  available or that the Batch Record is  complete,  whichever  occurs
first.  Hyaluron must receive any and all comments on the Batch Record within 45
days after  Hemispherx  has been  notified  that the Batch  Record is  complete;
otherwise  Hemispherx shall be deemed to accept the Batch Record as is. After 45
days,  Hemispherx will be deemed to have accepted the Batch,  unless Hemispherx,
by written notice ("Notice of  Rejection/Nonconformance") to Hyaluron within the
45-day  period  initiates an  investigation  into the reasons for the failure to
allegedly  conform  to  the  Manufacturing   Standards  by  returning  allegedly
non-conforming  Product to Hyaluron  within 14 days after giving  notice of such
non-conformance.  Once  Hemispherx  has  been  deemed  to  accept  the  Product,
Hyaluron's  responsibilities  and  liabilities  for the Product will be null and
void.


         (m)  Hyaluron  will have the right to sample and  retest  Product or to
have an outside  laboratory  sample and retest Product if Hemispherx claims that
such Product does not conform to the Manufacturing  Standards.  Disputes between
the  Parties as to whether any Product  rejected by  Hemispherx  conforms to the
Manufacturing  Standards will be resolved by a mutually  acceptable  third party
testing laboratory.

          (n) In the  event  that a batch of  Compounded  Bulk is  found  not to
conform  to the  bulk  release  specification  set  forth  in the  Manufacturing
Standards  prior to initiation of the fill,  Hyaluron will undertake one or more
remedial  steps in an attempt to bring the Compounded  Bulk into  specification.
Should these remedial steps fail to bring the Compounded Bulk into specification
Hemispherx may direct  Hyaluron to terminate the  manufacturing  process at this
stage.

         (o)  Hyaluron  will  ship  Product  to  the  destination  specified  by
Hemispherx in accordance with the applicable  Hemispherx  instructions  and will
store the  Product  in  compliance  with  CGMP at  Hyaluron's  facilities  until
delivery. All shipping costs will be the responsibility of Hemispherx.  Title to
and risk of loss of the  Product  shall  pass to  Hemispherx  as the  Product is
delivered F.O.B. via a common carrier.  If Hemispherx requests Hyaluron to store
Product  longer  than 2 weeks  past the  Release  Date,  there will be a storage
charge applied which will be proportional to the quantity stored.


5.       Representations, Warranties and Covenants.
         -----------------------------------------

         (a)      Hyaluron represents and warrants to Hemispherx that:

                  (i) All  Product  furnished  pursuant to this  Agreement  will
conform to the relevant  Specifications  except in case of variance or deviation
of which Hemispherx has been notified by Hyaluron;

                  (ii) All Product furnished  pursuant to this Agreement will be
manufactured  and stored in  accordance  with,  and all  packaging  and labeling
operations will be conducted in compliance  with, CGMPs and other applicable FDA
and other governmental laws and regulations;

                  (iii) All manufacturing under this Agreement will be performed
with  the  degree  of  skill  and  diligence  normally  employed  by a  contract
manufacturer performing the same or similar services; and

                  (iv)  Hyaluron's  application  of any  intellectual  property,
other than that provided to Hyaluron by  Hemispherx,  in the  performance of the
Services will not infringe any third party intellectual property rights.

                  (v) Hyaluron  represents as of the date of this  Agreement and
continuously  during  the  term  of  this  Agreement  that,  to the  best of its
knowledge, it and its employees, affiliates,  contractors, and agents have never
been (i)  debarred  or (ii)  convicted  of a crime  for  which a  person  can be
debarred, under Section 335(a) or 335(b) of the Federal Food, Drug, and Cosmetic
Act (the "Act").  Hyaluron represents that it has never been and, to the best of
its knowledge,  none of its employees,  affiliates,  contractors,  or agents has
ever been (i)  threatened  to be debarred  under the Act or (ii)  indicted for a
crime or otherwise  engaged in conduct for which a person can be debarred  under
the Act. Hyaluron agrees that it will promptly notify Hemispherx in the event it
receives notification of any such debarment, conviction, threat or indictment.

         (b)  Hemispherx  represents  and warrants to Hyaluron  that  Hyaluron's
application of any intellectual  property  provided to Hyaluron by Hemispherx in
the  performance of the Services will not infringe any third party  intellectual
property rights,  and Hemispherx  agrees under this Section and under Section 11
to fully  indemnify  Hyaluron in the event that  Hyaluron's  application  of any
intellectual  property in the performance of the Services infringes on any third
party intellectual property rights.

         (c)  Each of Hemispherx and Hyaluron represent and warrant to the other
that:

                  (i) it is duly  organized and validly  existing under the laws
of the  jurisdiction  of its  incorporation  and has full  corporate  power  and
authority to enter into this Agreement and to carry out the provisions hereof;

                  (ii) this  Agreement  is a legal and valid  obligation  of it,
binding  upon it and  enforceable  against  it in accordance with the terms of
this Agreement;

                  (iii)  the  execution,   delivery  and   performance  of  this
Agreement  by  it  does  not  conflict   with  any   agreement,   instrument  or
understanding,  oral or written,  to which it is a party or by which such may be
bound,  and does not violate any law or  regulation  of any court,  governmental
body or administrative or other agency having authority over it; and

                  (iv) it has not done any act or  knowingly  omitted  to do any
act,  and,  to the best of its  knowledge,  after  due  inquiry,  no  event  has
occurred, in each case during the period between the Effective Date and the date
this Agreement is entered into,  that would (1) constitute a breach by it of any
provision  of this  Agreement,  (2) cause the other party to incur any  material
liability  other than as to  obligations  to perform  work and make  payments in
accordance with this Agreement or (3) render any of its  representations  and/or
warranties untrue.

6.       Records.
         -------
     Hyaluron  will  maintain   adequate  and  accurate   records  covering  the
manufacture,  quality  control  testing and release of the Product and all other
Services provided hereunder in accordance with CGMPs and Hyaluron's QA SOPs.

 7.   Inspections.
      -----------
 Hemispherx   will   have  the   right  to   schedule   site
 inspections/compliance  audits as needed, provided reasonable advance notice is
 given to schedule  such  audits and such  audits are carried out during  normal
 business hours.  All  inspections/audits  will be performed in such a manner as
 not to  unduly  delay  the  performance  of the  Services.  Hemispherx  will be
 permitted  to attend any FDA or other  regulatory  inspections  relating to the
 Services specific to Hemispherx's  product(s).  Routine audits in excess of one
 audit  day per  calendar  year  will be  billed  to  Hemispherx  at  Hyaluron's
 prevailing  daily  audit  charge  rate.  Audits  related to FDA  compliance  of
 Hemispherx's  product(s)  or failures in product  quality may be  conducted  by
 Hemispherx without charge by Hyaluron.

8.       Confidentiality.
         ---------------

         8.1      Hemispherx Confidential Information

         (a) Hyaluron  agrees during the term of this Agreement and for five (5)
years thereafter that it will take all steps  reasonably  necessary to: (i) hold
Hemispherx  Confidential  Information  in  trust  and  confidence,  (ii) not use
Hemispherx  Confidential  Information  in any  manner  or for  any  purpose  not
expressly  set  forth  in this  Agreement,  and  (iii)  not  disclose  any  such
Hemispherx  Confidential  Information to any third party without first obtaining
Hemispherx's  express  written  consent  on a  case-by-case  basis.  "Hemispherx
Confidential  Information"  means  (A)  this  Agreement  and any  schedules  and
attachments hereto, (B) the Product, and (C) any other information  disclosed by
Hemispherx  to  Hyaluron  whether  orally  or in  writing  that  (1)  Hemispherx
identifies at the time of disclosure as Hemispherx Confidential  Information and
(2) if disclosed in writing,  is marked  confidential  or  proprietary or (3) if
disclosed  orally by  Hemispherx,  is summarized  and reduced to writing  within
thirty (30)  business days of the oral  disclosure  and marked  confidential  or
proprietary.  Notwithstanding  the other  provisions of this Agreement,  nothing
received  by  Hyaluron  will  be   considered  to  be  Hemispherx   Confidential
Information  if  Hyaluron  can  establish  by  competent  proof  that  (A)  such
information has been published or is otherwise  readily  available to the public
other  than by a  breach  of this  Agreement;  (B)  such  information  has  been
rightfully  received  by  Hyaluron  from  a  third  party  without  confidential
limitations;  (C) such information has been independently developed for Hyaluron
by personnel or agents;  or (D) such  information was known to Hyaluron prior to
its  first  receipt  from  Hemispherx.  Hyaluron  may only  disclose  Hemispherx
Confidential Information to those employees of Hyaluron who are required to have
the  information  in order to perform its  obligations  under this Agreement and
third parties who are bound by  confidentiality  restrictions  no less stringent
than  those   contained  in  this  Agreement.   Notwithstanding   the  foregoing
limitations on disclosure, Hyaluron may disclose such information as is required
by any law, rule, regulation,  order, decision,  decree, subpoena or other legal
process to be  disclosed.  If such  disclosure  is requested  by legal  process,
Hyaluron will notify Hemispherx of this request promptly prior to any disclosure
to permit Hemispherx to oppose such disclosure by appropriate legal action.

         (b)  Hyaluron  agrees  that it will  take all  reasonable  measures  to
protect the secrecy of and avoid  disclosure and  unauthorized use of Hemispherx
Confidential Information.  Without limiting the foregoing, Hyaluron will take at
least those measures that it takes to protect its own confidential  information;
however,  in no event,  will less than a  reasonable  standard  of care be used.
Hyaluron  will make  copies of  Hemispherx  Confidential  Information  solely as
necessary  to perform  its  obligations  under  this  Agreement.  Hyaluron  will
immediately notify Hemispherx in the event of any unauthorized use or disclosure
of Hemispherx Confidential Information of which Hyaluron is or becomes aware.

     8.2          Hyaluron Confidential Information

         (a)  Hemispherx  agrees during the term of this  Agreement and for five
(5) years  thereafter  that it will take all steps  reasonably  necessary to (i)
hold Hyaluron  Confidential  Information in trust and  confidence,  (ii) not use
Hyaluron Confidential Information in any manner or for any purpose not expressly
set  forth  in  this  Agreement,  and  (iii)  not  disclose  any  such  Hyaluron
Confidential  Information to any third party without first obtaining  Hyaluron's
express  written  consent  on  a  case-by-case  basis.   "Hyaluron  Confidential
Information" means any information  disclosed to Hemispherx whether orally or in
writing  that  Hyaluron (1)  identifies  at the time of  disclosure  as Hyaluron
Confidential Information and (2) if disclosed in writing, is marked confidential
or proprietary or (3) if disclosed orally by Hyaluron, is summarized and reduced
to writing  within thirty (30) business days of the oral  disclosure  and marked
confidential  or  proprietary.  Notwithstanding  the  other  provisions  of this
Agreement,  nothing  received by  Hemispherx  will be  considered to be Hyaluron
Confidential Information if Hemispherx can establish by competent proof that (A)
such  information  has been published or is otherwise  readily  available to the
public other than by a breach of this Agreement;  (B) such  information has been
rightfully  received  by  Hemispherx  from a third  party  without  confidential
limitations;   (C)  such  information  has  been  independently   developed  for
Hemispherx  by personnel  or agents  without use of or reference to the Hyaluron
Confidential Information;  or (D) such information was known to Hemispherx prior
to its first  receipt  from  Hyaluron.  Hemispherx  may only  disclose  Hyaluron
Confidential  Information  to those  employees  or  independent  contractors  of
Hemispherx  who have a need to know the  information  in order to perform  their
duties at Hemispherx and who are bound by  confidentiality  restrictions no less
stringent than those contained in this Agreement.  Notwithstanding the foregoing
limitations  on  disclosure,  Hemispherx  may disclose  such  information  as is
required by any law, rule,  regulation,  order,  decision,  decree,  subpoena or
other legal  process to be disclosed.  If such  disclosure is requested by legal
process,  Hemispherx will notify Hyaluron of this request  promptly prior to any
disclosure to permit  Hyaluron to oppose such  disclosure by  appropriate  legal
action.

                  (b) Hemispherx agrees that it will take reasonable measures to
protect the secrecy of and avoid disclosure and unauthorized use of the Hyaluron
Confidential Information.  Without limiting the foregoing,  Hemispherx will take
at  least  those  measures  that  it  takes  to  protect  its  own  confidential
information;  however, in no event, will less than a reasonable standard of care
be  used.  Hemispherx  will  immediately  notify  Hyaluron  in the  event of any
unauthorized use or disclosure of the Hyaluron Confidential Information of which
Hemispherx is or becomes aware.


9.       Intellectual Property.
         ---------------------

Hyaluron agrees that Hemispherx has and will retain sole and exclusive rights of
ownership in and to any Hemispherx Confidential  Information.  Hemispherx agrees
that Hyaluron has and will retain sole and exclusive  rights of ownership in and
to any  Hyaluron  Confidential  Information.  The parties do not plan to jointly
develop any devices or processes.  The parties  agree,  however,  if a device or
process is jointly developed, they will jointly own such device or process.



 10.     Term and Termination.
         --------------------

         (a)  This  Agreement  will  continue  for five  years  from the date of
 execution.  Notwithstanding  the  foregoing,  this Agreement may be extended by
 written  agreement of both of the parties.  Termination  of this Agreement will
 not affect any right or  obligations  of the  parties  that arose prior to such
 termination.

         (b)  This  Agreement  may  be  terminated  by  Hemispherx  if  Hyaluron
 materially  breaches  this  Agreement  and  Hyaluron  fails to cure such breach
 within 30 days from the receipt of prior written notice from  Hemispherx.  This
 Agreement may be terminated by Hyaluron if Hemispherx  materially breaches this
 Agreement  and  Hemispherx  fails to cure such  breach  within 30 days from the
 receipt of prior written notice from  Hyaluron.  In the event of termination by
 Hyaluron or by Hemispherx, Hyaluron will be entitled to payment for any portion
 of the Services completed and for any noncancellable expenses incurred prior to
 the date of notification of termination pursuant to this Agreement.  Payment is
 due upon the date of receipt by  Hemispherx of the final invoice and receipt by
 Hemispherx of all items specified in this Section 10(b).

          (c) This  Agreement  may be  terminated  by either  party if the other
 party enters into liquidation whether compulsory or voluntarily  otherwise than
 for the purpose of amalgamation or reconstruction,  or a petition in bankruptcy
 is filed by or against either party in any competent  court and the same is not
 dismissed  within 120 days or if the other  party is  adjudicated  bankrupt  or
 insolvent or if the other ceases to do business,  or otherwise  terminates  its
 business operations.

         (d)  This  Agreement  may be  terminated  by Hemispherx  if  Hemispherx
 decides to no longer  continue  manufacturing  or distributing the Product.

         (e) In the event of termination for any reason, Hyaluron will return to
 Hemispherx all materials  Hemispherx provided to Hyaluron hereunder,  and, upon
 Hemispherx's  request,  work  completed or in progress by Hyaluron  pursuant to
 this  Agreement,  including  any reports and other  documentation,  except that
 Hyaluron may for  record-keeping  purposes retain two copies, one paper and one
 electronic, of any documentation.



11.      Indemnification.
         ---------------

         (a) Hemispherx agrees to defend,  indemnify and hold harmless Hyaluron,
its affiliates,  officers,  directors,  employees and agents (collectively,  the
"Hyaluron  Parties")  from and against any and all costs  (including  reasonable
legal fees), damages, expenses, losses, suits, claims and demands, in any manner
caused by,  resulting from or arising out of third party claims or suits related
to: (i) activities to be carried out by Hemispherx  pursuant to this  Agreement;
(ii) the distribution of the Product or its use in clinical  trials,  including,
but not limited to, any side effects,  contraindications,  illness, and/or death
resulting  from use of the  product;  and  (iii) a claim by a third  party  that
Hyaluron's use in the Services of intellectual  property provided to Hyaluron by
Hemispherx infringes such third party's intellectual property rights;  provided,
however,  that the foregoing  indemnification  will not apply to the extent such
costs, damages, expenses, losses, suits, claims or demands result from:

i.       the gross negligence or willful misconduct of any Hyaluron Party; or

ii.      Hyaluron's failure to comply with applicable FDA or other governmental
laws and regulations.

         (b) Hyaluron agrees to defend,  indemnify and hold harmless Hemispherx,
its affiliates,  officers,  directors,  employees and agents (collectively,  the
"Hemispherx  Parties")  from and against any and all costs,  damages,  expenses,
losses,  suits,  claims and demands,  in any manner caused by, resulting from or
arising out of third party claims or suits related to: (i) the gross  negligence
or willful  misconduct of any Hyaluron  Party;  (ii) Any act by a Hyaluron Party
outside the scope of this  Agreement;  (iii)  Hyaluron's  failure to comply with
applicable FDA or other governmental laws and regulations;  or (iv) a claim by a
third party that Hyaluron's use in the Services of intellectual property,  other
than that  provided to  Hyaluron by  Hemispherx,  infringes  such third  party's
intellectual   property   rights;   provided,   however,   that  the   foregoing
indemnification  will not apply to the extent  such  costs,  damages,  expenses,
losses, suits, claims or demands result from:

i.     the gross negligence or willful misconduct of any Hemispherx Party; or

ii.    Hemispherx's failure to comply with applicable FDA or other governmental
laws and regulations.

         (c) In the event that  either  party  seeks  indemnification  under the
terms of this  Section 11 ("the  Indemnified  Party"),  it will inform the other
party (the "Indemnifying Party") of the claim as soon as reasonably  practicable
after it receives  notice thereof (but in any event within 15 days of receipt of
notice of such claim).  The Indemnifying  Party will have the right, but not the
obligation to, at the Indemnifying Party's cost, to assume direction and control
of the defense of the claim,  and will cooperate as requested (at the expense of
the Indemnifying  Party),  in the defense of the claim.  The Indemnifying  Party
will not settle or  otherwise  compromise  any claim or suit in any manner which
requires the Indemnified Party to provide any consideration, admit fault or take
any other  action that would be binding on such  Indemnified  Party  without the
prior written consent of the Indemnified Party.

         12.      Limitation of Liability.
                  -----------------------

          (a) In no event  will  either  party be liable to the other  party for
lost profits,  loss of use,  loss of business,  business  interruption,  loss of
data,  cost of cover or any indirect,  special,  consequential,  incidental,  or
punitive damages of any nature  whatsoever,  however caused and under any theory
of  liability  whether  based in contract,  warranty,  tort  (including  without
limitation,  negligence),  strict liability, statutory or otherwise, arising out
of or in connection with this Agreement even if the other party has been advised
of the possibility of such damages.

          (b)  Notwithstanding  anything to the contrary herein, any limitations
on liability  will not be applicable to  liabilities  to the extent arising from
the violations of law, recklessness or willful misconduct of a party.

13.               Miscellaneous.
                  -------------

         (a)  Changes to this  Agreement  must be in  writing  and  require  the
signature of authorized officers of Hemispherx and Hyaluron,  provided,  however
that changes  involving  additional  services will be handled in accordance with
Section 1.

         (b) Hyaluron  agrees to perform all the work under this Agreement as an
 independent contractor. Hyaluron is not an employee, partner, representative or
 joint  venture of or with  Hemispherx,  and nothing in this  Agreement  will be
 construed to create such a  relationship.  Neither party will have the power or
 right to bind or obligate the other.

         (c)  Notices  under this  Agreement  will be in writing  and  delivered
 personally or by United States mail, certified mail or courier to the following
 individuals:


To Hemispherx:
William A. Carter, M.D.
Chief Executive Officer
Hemispherx Biopharma, Inc.
1617 JFK Blvd.
Philadelphia, PA 19103

To Hyaluron:
Rebecca Butler, Esq.
Corporate and Legal Affairs Manager
 Hyaluron Inc.
 20 Blanchard Road
 Burlington, MA 01803



         (d) This  Agreement  will be governed and construed in accordance  with
 the laws of the state of Delaware,  excluding  any choice of law rules that may
 direct the application of the laws of another jurisdiction.

         (e) If any provision of this Agreement is or becomes or is deemed to be
invalid,  illegal, or unenforceable in any jurisdiction,  such provision will be
deemed amended to conform to the applicable  laws of such  jurisdiction so as to
be valid and  enforceable.  If the  offending  provision  cannot  be so  amended
without  materially  altering  the  intention  of the  Parties:  (i) it  will be
stricken; (ii) the validity,  legality and enforceability of such provision will
not in any way be affected or impaired in any other jurisdiction;  and (iii) the
remainder of this Agreement will remain in full force and effect.

         (f) This  Agreement  contains the entire  understanding  of the Parties
 with  respect  to  the  subject  matter  hereof  and  supercedes  all  previous
 agreements  (oral and written).  Any form containing other terms and conditions
 of sale will not have the effect of modifying the terms and  conditions of this
 Agreement  unless this Agreement is  specifically  amended as provided  herein.
 This Agreement will be binding upon and inure to the benefit of the Parties and
 their successors and permitted assigns.

         (g)  Hyaluron,   on  behalf  of  itself  and  its  employees,   agents,
subcontractors  and affiliates,  agrees not to use the name of Hemispherx or any
of its employees,  agents or affiliates,  or reference any of their products, in
any  publicity,  advertising or other  publication  without  Hemispherx's  prior
written approval. Results and services provided by Hyaluron do not constitute an
endorsement of the Product or Hemispherx's  scientific  conclusions.  Hemispherx
agrees not to use Hyaluron's name in a manner that could reasonably be construed
as  such  an  endorsement  or in any  other  publicity  or  advertising  without
Hyaluron's  prior written  approval,  provided,  however,  it is understood  and
agreed that  Hemispherx may make such  disclosures as may be required by federal
securities laws without Hyaluron's prior written approval.

         (h) Neither  party's  failure to exercise,  or delay in exercising  any
privileges,  powers,  rights or remedies  under this Agreement will operate as a
waiver thereof,  nor will any single or partial  exercise of any right or remedy
under this  Agreement  preclude  further  exercise  of any other right or remedy
hereunder.  The rights and  remedies of the Parties  provided in this  Agreement
will not be  exclusive  and are in addition to any other  rights and remedies at
law or in equity.

         (i)  Neither  party  will be liable to the  other  party in any  manner
whatsoever  for any failure or delay in performing  its  obligations  under this
Agreement if and to the extent, and for the duration,  that such is due to Force
Majeure.  Without  prejudice  to Section 10, any said  failure or delay will not
give either  party the right to  terminate  this  Agreement  except,  and to the
extent  that such  Force  Majeure  continues  for a period  exceeding  three (3)
months.  Hyaluron  will be entitled  to payment for any portion of the  Services
completed  and for any  noncancellable  expenses  incurred  prior to the date of
notification of termination  pursuant to this Agreement and Hyaluron will return
to Hemispherx all materials Hemispherx provided to Hyaluron hereunder, and, upon
Hemispherx's request, work completed or in progress by Hyaluron pursuant to this
Agreement,  including any reports and other  documentation.  For the purposes of
this  Section  13(i),  "Force  Majeure"  means any cause  beyond the  reasonable
control of the party in question  which for the  avoidance  of doubt and without
prejudice to the generality of the foregoing will include governmental  actions,
war, riots, terrorism,  civil commotion,  fire, flood, epidemic,  labor disputes
(excluding  labor  disputes  involving the work force or any part thereof of the
party in question.

         (j) During the term of this  Agreement,  Hyaluron and  Hemispherx  will
each maintain separate insurance  coverage as follows:  (1) Product Liability in
amounts of at least  US$2,000,000.00;  (2)  General  Liability  in amounts of at
least US$2,000,000.00; (3) Workers compensation or foreign employer liability in
amounts in accordance  with local and national  statute;  and (4) Property in an
amount of at least  US$500,000.00 in accordance with local and national statute.
All insurance amounts may be obtained by full, individual primary policy amount;
a primary amount of less than minimum  requirement  enhanced by a blanket excess
umbrella policy; or a combination of either. As an alternative to such insurance
minimums,  a party may provide evidence of adequate  financing,  for purposes of
self-insurance, as certified by an independent actuary. The Parties will provide
a certificate of insurance  upon request by the other.  The Parties will provide
each other with at least 30 days prior  written  notice of any material  change,
cancellation or expiration of the above-required insurance.

IN WITNESS  WHEREOF,  this Agreement has been signed by an authorized  corporate
officer of each party as of the date first above written.


 Hyaluron Inc.

By:       /s/
         --------------------------------------------
         Rebecca Butler, Esq.
         Corporate and Legal Affairs Manager
Date:


HemispherxBiopharma, Inc.

By:        /s/
         --------------------------------------------
Name:
         --------------------------------------------
 Title:
         --------------------------------------------
 Date:
         --------------------------------------------



<PAGE>


                                    Exhibit A

GENERAL PROVISIONS FOR THE PROJECT
Hyaluron Inc. will not:

o Modify the objectives  without client approval.
o Delete or modify any agreed specification  without client approval.
o Ship any supplies  without  expressed written client approval.

The Client will:
o        Provide raw materials in sufficient quantity on the agreed upon date
o        Provide to Hyaluron Inc. any information pertinent to the project that
         may be known to the client.
o        Provide  safety and  toxicology  data and  information  (both known and
         suspected,  including  a  MSDS)  for  any  compound  prior  to  project
         initiation as well as updates as information becomes available.
o        The client agrees that any document  submission to the FDA, domestic or
         international   regulatory   agencies  or  third  parties,   which  are
         associated  with work performed by Hyaluron  Inc.,  will be reviewed by
         the appropriate  Hyaluron Inc.  staff,  prior to the submission of said
         documents.

Audits:
Hyaluron  Inc.  allows  the  client  an annual  one-day  audit  with a  one-time
allowance  of up to three audit days given on the first  year,  and one visit to
the facility during  development and during the fill. The visitation  limitation
does not include technology  transfer issues that may arise and cause additional
visits.  Additional  audits or visits will be charged to the client at a rate of
$1,875 per day.  Audits and visits will be  scheduled in advance at a reasonable
time.

Liability:
Hyaluron  shall not be liable  for  damages  for,  nor shall this  agreement  be
terminable  by  reason  of,  any  delay or  default  in  Hyaluron's  performance
hereunder if such a delay or default is caused by conditions  beyond  Hyaluron's
control including,  but not limited to, acts of God,  regulation or law or other
action of government or any agency thereof, war,  insurrection,  civil commotion
destruction of production facilities or materials by earthquakes, fire, flood or
storm, labor disturbances,  epidemic, or failure of suppliers,  public utilities
or  common  carriers.  Hyaluron  agrees to  promptly  notify  the  client of any
interruptions of supply as described above and to employ all reasonable  efforts
toward prompt resumption of its performance when possible if such performance is
delayed or interrupted by reason of such event.


Supplies:
Unless otherwise specified in the proposal,  the client will be invoiced for the
cost  plus 15% of all  excipients,  supplies  and  capital  items  necessary  to
complete the project (such as vials, stoppers, seals, labels, etc.).

Shipping:
All shipping and handling charges will be billed to the client.

Waste Disposal:
Client  will be  responsible  for all waste  disposal  related to their  product
production. Client will be charged Hyaluron's cost plus 15%.

Variables and Additions:
The parties recognize that this is a development project leading to a commercial
production  and  supply,  and that,  as such,  unusual,  unique  and  unexpected
problems,  requirements,  or  developments  may arise which  require  additional
unanticipated  work such as additional  analytical work due to customer request,
out of specification results and/or analysis of samples placed on hold.

In the event any of these variables or others exist or occur,  Hyaluron Inc will
promptly identify them, and notify the client such that mutually agreeable terms
can be  reached.  The  additional  work will  proceed  when  agreement  has been
reached. Hyaluron will supply regulatory and other support for as requested at a
billable rate of $150/hour.

Cancellations and Rescheduling:
All  cancellation  and  rescheduling  requests  must be  submitted  in  writing.
Cancellation or rescheduling of clinical runs will incur the following fees:
-------------- ------------------------------- --------------------------------
Number of      Rescheduling                    Cancellation   Fee
days before    Fee  (if  rescheduled
scheduled run  within 30 days of initial)
-------------- ------------------------------- --------------------------------
-------------- ------------------------------- --------------------------------
> 30 days      None                            50% of Manufacturing Task Price
-------------- ------------------------------- --------------------------------
16 - 30 days   25% of Manufacturing Task Price 50% of Manufacturing Task Price
8 - 15 days    50% of Manufacturing Task Price 75% of Manufacturing Task Price
0 - 7 days     75% of Manufacturing Task Price 100% of Manufacturing Task Price
-------------- ------------------------------- --------------------------------
When canceling an entire  project,  the client forfeits the initial deposit paid
at the beginning of the project and is responsible for project costs incurred up
to the date of  receipt  of the  cancellation  notice as well as any  associated
costs to close down the project.

Terms of Payment:
50% of each task's  cost is due upon  acceptance  of the task;  40% of each task
becomes due as soon as filling  services have taken place;  the remainder is due
prior to Hyaluron's  release of the Batch Record to client.  All equipment costs
are due prior to Hyaluron's  placement of a P.O. for purchase.  All invoices are
due and payable  upon  receipt and past due after thirty (30) days from the date
of invoice.  All amounts  past due shall incur  interest at the rate of 1.5% per
month or the highest rate  permitted by law  (whichever  is less).  All payments
shall be made to  Hyaluron  Inc. at the  address  specified  on the front of the
invoice.

The client assumes all  responsibility  for all legal fees and other  collection
costs made necessary by default in payment.