<PAGE>
                                                                    Exhibit 4.11


* Portions of this exhibit have been omitted pursuant to a request for
confidential treatment and have been filed separately with the
Commission.

(ASHURST LOGO)

Patent and Know-how Licence Agreement

Protherics Inc.

and

Protherics UK Limited

and

AstraZeneca Ireland Operations (a branch in Ireland of AstraZeneca UK Limited)

7 December 2005

<PAGE>

                                    CONTENTS

<TABLE>
<CAPTION>
CLAUSE                                                                      PAGE
------                                                                      ----
<S>                                                                         <C>
1.  DEFINITIONS AND INTERPRETATION ......................................     1
2.  LICENCE AND ASSIGNMENT OF REGULATORY DOCUMENTATION ..................    10
3.  SUB-LICENSING AND DISTRIBUTION ......................................    11
4.  DELIVERY OF KNOW-HOW AND REGULATORY DOCUMENTATION ...................    12
5.  DEVELOPMENT AND PERFORMANCE .........................................    12
6.  MILESTONE AND ROYALTY PAYMENTS ......................................    14
7.  CAPACITY INVESTMENTS ................................................    17
8.  OWNERSHIP OF IMPROVEMENTS ...........................................    19
9.  ADVERSE EVENT REPORTING .............................................    19
10. CONFIDENTIALITY AND NON-DISCLOSURE ..................................    19
11. TRADE MARKS .........................................................    21
12. WARRANTIES ..........................................................    22
13. LIABILITY AND INDEMNITIES ...........................................    24
14. GUARANTEE AND EQUITY ................................................    24
15. MAINTENANCE AND PROSECUTION OF PATENTS ..............................    24
16. ENFORCEMENT AND PROTECTION OF PATENTS AND JOINT PATENTS .............    25
17. ALLEGED THIRD PARTY RIGHTS ..........................................    28
18. SALES-BASED ROYALTY ADJUSTMENTS .....................................    31
19. TERM AND TERMINATION ................................................    32
20. CONSEQUENCES OF TERMINATION .........................................    34
21. MISCELLANEOUS .......................................................    36
22. NOTICES .............................................................    38
23. STEERING COMMITTEE ..................................................    38
24. GLOBAL PRODUCT TEAM .................................................    40
25. PROCESS, MANUFACTURING AND SUPPLY COMMITTEE .........................    41
26. ALLIANCE MANAGER ....................................................    42
27. GENERAL MATTERS CONCERNING THE COMMITTEES ...........................    43
28. GOVERNING LAW AND JURISDICTION ......................................    43

SCHEDULE 1 ..............................................................    45
Equity Agreement ........................................................    45
SCHEDULE 2 ..............................................................    50
Patents .................................................................    50
SCHEDULE 3 ..............................................................    51
Bank Account Details ....................................................    51
SCHEDULE 4 ..............................................................    52
Trade Marks and Domanin Names ...........................................    52
SCHEDULE 5 ..............................................................    53
Confirmatory Licence ....................................................    53
SCHEDULE 6 ..............................................................    54
Identified Third Party Patents ..........................................    54
SCHEDULE 7 ..............................................................    55
Supply Price Schedule ...................................................    55
SCHEDULE 8 ..............................................................    61
MSA heads of Terms ......................................................    61
SCHEDULE 9 ..............................................................    66
Process Science Programme ...............................................    66
SCHEDULE 10 .............................................................    69
Guarantee ...............................................................    69
</TABLE>

<PAGE>

THIS AGREEMENT is made on 7 December 2005

BETWEEN:

(1)  PROTHERICS INC. of 5214 Maryland Way, Suite 405, Brentwood, TN 37027,
     United States of America ("PROTHERICS INC");

(2)  PROTHERICS UK LIMITED (No. 3464264) whose registered office is at
     Blaenwaun, Ffostrasol, Llandysul, Ceredigion SA44 5JT ("PROTHERICS"); and

(3)  ASTRAZENECA IRELAND OPERATIONS (A BRANCH IN IRELAND OF ASTRAZENECA UK
     LIMITED), of College Park House, 20 Nassau Street, Dublin 2, Ireland 9 (the
     "LICENSEE").

RECITALS

(A)  The Licensor (as defined below) has developed the Product (as also defined
     below);

(B)  The Licensee has specialised experience in, among other things, the
     development and commercialisation of pharmaceutical compounds; and

(C)  The Licensor wishes to grant, or have granted, the Licence (as also defined
     below) to the Licensee, and the Licensee wishes to take the Licence, to
     develop and commercialise the Product, on the terms and subject to the
     conditions of this agreement.

THE PARTIES AGREE AS FOLLOWS:

1.   DEFINITIONS AND INTERPRETATION

1.1  DEFINITIONS

     In this agreement, unless the context otherwise requires:

     "ADDITIONAL LICENSEE" has the meaning given to it in clause 16.6;

     "AFFILIATE" means, with respect to a Person, any Person that Controls, is
     Controlled by or is under common Control with such Person;

     "ALLIANCE MANAGER" means the alliance manager referred to in clause 26.1,
     having the functions and responsibilities specified therein;

     "BUSINESS DAY" means any day (excluding Saturday and Sunday) on which banks
     are ordinarily open in the City of London and in Dublin for the conduct of
     normal business;

     "CALENDAR QUARTER" means each successive period of three calendar months
     commencing on 1 January, 1 April, 1 July and 1 October in every applicable
     Year;

     "CHANGE" has the meaning given in schedule 9;

     "CLAIM" means any claim, counterclaim, suit, action or proceeding in any
     court or tribunal;

     (Confidential Treatment Requested)


                                       1
<PAGE>

     "CLINICAL PHASE" means the period from the date the first patient is
     enrolled in the first human clinical trial involving the Product after the
     Effective Date until the grant of the first Health Registration Approval;

     (Confidential Treatment Requested)

     "COMMERCIALLY REASONABLE EFFORTS" means, with respect to any Exploitation
     of the Product, effort and resources which would be typically used by the
     Licensee to achieve the relevant objectives for its own products with
     similar commercial and scientific potential at a similar stage in their
     life cycle, taking into consideration: the Licensee's general strategy in
     the context of the rest of its product portfolio; the safety and efficacy
     of the Product; the costs to develop the Product; the competitiveness of
     alternative products; the nature and extent of the Product's market
     exclusivity (including patent coverage and regulatory exclusivity); the
     likelihood of regulatory approval for the Product; its profitability,
     including the amounts of marketing and promotional expenditure made with
     respect to the Product and any competing products; and all other relevant
     factors;

     "COMMITTEE" means the Process, Manufacturing and Supply Committee and the
     Steering Committee, or either of them, as the context requires;

     "CONFIDENTIAL INFORMATION" means, subject to clause 10.5, any and all data,
     results, know-how (including the Know-how and confidential Regulatory
     Documentation, now or in the future), plans and other information, whether
     or not recorded in any form, disclosed before, on or after signature by, or
     on behalf of, either party to the other party;

     "CONTROL" means:

     (a)  to possess, directly or indirectly, the power to direct the management
          or policies of a Person, whether through ownership of voting
          securities, by contract relating to voting rights or by corporate
          governance; or

     (b)  to own, directly or indirectly, more than fifty percent (50%) of the
          outstanding voting securities or other ownership interest of such
          Person;

     "COPYRIGHT MATERIALS" means any materials, in any form, which have been
     written, designed or otherwise created by the Licensor or any of its
     Affiliates, the copyright in which is owned by them at the Effective Date,
     which are reasonably required by the Licensee for the purposes of the
     Exploitation of the Product;

     "COST" means cost and expense of any nature whatsoever (including legal
     costs and disbursements);

     "COST OF GOODS" means, with respect to any quantity of the Product, the
     cost of manufacturing the same incurred by its manufacturer, including the
     costs of all materials used in such manufacture; time spent in such
     manufacture; overheads associated with such manufacture (including general
     and administration and quality control and quality assurance costs);
     carriage, insurance and storage incurred in, or in connection with, such
     manufacture; and connected reasonable out-of-pocket expenses, including
     delivery costs;

     "CT MATERIALS" means treatment courses of the Product, and Placebo,
     required for human clinical trials undertaken by the Licensee or its
     Affiliates;

     "DISPUTE" means any dispute or controversy of whatever nature arising out
     of, or in any Way relating to, this agreement or its formation or
     Termination, including any Claim;


                                        2

<PAGE>

     "DISTRIBUTOR" means any Person, not being an Affiliate of the Licensee or a
     Manufacturing Sub-licensee, which is appointed by the Licensee, any of its
     Affiliates or a Manufacturing Sub-licensee, in any country of the
     Territory, to sell the Product, and which purchases all its requirements of
     Drug Substance, Drug Product or finished ready-for-sale Product from the
     Licensee, an Affiliate of the Licensee or a Manufacturing Sub-licensee;

     "DOCUMENTS" has the meaning given in clause 28.4;

     "DRUG PRODUCT" means Product which has been manufactured, filled into
     vials, freeze dried and bulk packed prior to secondary packaging;

     "DRUG SUBSTANCE" means Product which has been manufactured up to the stage
     of the end purification, virus removal and final buffering/formulation, but
     not filled into vials or freeze dried;

     "EFFECTIVE DATE" means the date on which the waiting period referred to in
     clause 21.16 expires or terminates;

     "ENTIRE AGREEMENT" means this agreement together with any other documents
     referred to in it;

     "EQUITY AGREEMENT" means the agreement of even date herewith between
     Protherics plc and the Licensee concerning the issuing of shares in
     Protherics plc to the Licensee, a copy of which is at schedule 1;

     "EVENT OF DEFAULT" means, with respect to either party, any breach of its
     contractual obligations arising under this agreement, and any
     misrepresentation or mis-statement made in connection with this agreement;

     "EXPLOIT" means to make, have made, import, use, sell, or offer for sale
     (including research, develop, register, modify, enhance, improve,
     manufacture, have manufactured, hold or keep (whether for disposal or
     otherwise), formulate, optimise, have used, export, transport, distribute,
     promote, market, or have sold or otherwise dispose of) a product or
     process;

     "FIELD OF USE" means all areas of human use;

     "FIRST COMMERCIAL SALE" means, with respect to any country in the
     Territory, the first disposal for value of any quantity of the Product
     after the grant of all Health Registration Approvals and Pricing Approvals
     in such country;

     "FORCE MAJEURE" means an event which is beyond a non-performing party's
     reasonable contemplation and control, including an act of God, act of the
     other party, strike, lock-out or other industrial/labour disputes (whether
     involving the workforce of the party so prevented or of any other Person),
     war, riot, civil commotion, terrorist act, malicious damage, epidemic,
     quarantine, fire, flood, storm, natural disaster or compliance with any Law
     or governmental order, rule, regulation or direction, whether or not it is
     later held to be invalid;

     "FORCE MAJEURE PARTY" means a party affected by Force Majeure to the extent
     that it cannot perform this agreement in accordance with its terms, for so
     long as it cannot so perform the same;

     "GOOD INDUSTRY PRACTICE" means the exercise of that degree of skill,
     diligence, prudence and foresight which would reasonably and ordinarily be
     expected from a skilled and experienced business seeking in good faith to
     comply with its contractual and other obligations and engaged in the same
     type of undertaking, and under the same or similar circumstances and
     conditions, as envisaged by this agreement including, to the extent
     applicable, GMP;


                                        3

<PAGE>

     "GMP" means practice in accordance with the Guidelines of the International
     Conference on Harmonisation of Technical Requirements for Registration of
     Pharmaceuticals for Human Use (ICH), as amended from time to time;

     "GPT" means the global product team referred to in clause 24.1, constituted
     and having the functions and responsibilities specified therein;

     "GRANT-BACK PATENTS" means all patents and patent applications owned by, or
     licensed to, the Licensee or any of its Affiliates, as at Termination,
     which claim the Product or its method of manufacture, or any element of
     either;

     "HEALTH AUTHORITY" means any applicable supra-national, national, federal,
     regional, state, provincial or local agency, department, bureau,
     commission, council or other entity regulating, or otherwise exercising
     authority with respect to, the development, testing, manufacture, marketing
     or sale of pharmaceutical products in any part of the Territory;

     "HEALTH REGISTRATION APPROVAL" means, with respect to a country in the
     Territory, any and all approvals, licences, registrations or authorisations
     of any Health Authority necessary lawfully to distribute, sell and market
     the Product in such country, including, where applicable, post-approval
     marketing authorisations, labelling approvals and technical, medical and
     scientific licences, but excluding any pre-approval marketing
     authorisations;

     "HSR ACT" means the United States Hart-Scott-Rodino Antitrust Improvements
     Act of 1976 15 U.S.C Section 18a;

     "IDENTIFIED THIRD PARTY" means any Person entitled to sue for infringement
     of any Identified Third Party Patent;

     (Confidential Treatment Requested)

     "IMPROVEMENT" means any invention, discovery, development or modification
     made with respect to the Product by or for either party or any of its
     Affiliates, whether or not patented or patentable, at any time during the
     Term, whether pursuant to this agreement or the MSA;

     "INDEMNIFY" means defend, indemnify and hold harmless;

     "INDIRECT LOSS" means any loss which would be recoverable only under the
     second limb of the relevant test set out in HADLEY -V- BAXENDALE (1854) 9
     Ex.341, that is, such losses beyond those arising naturally, but of a type
     as may reasonably be supposed to have been in the contemplation of both
     parties, at the time they made the agreement, as the probable result of the
     breach of it;

     "INDIRECT TAX" means Value Added Tax, sales tax, consumption tax and any
     other similar Tax;

     "INFRASTRUCTURE IMPROVEMENTS" has the meaning given to it in clause 7.2;

     "INFRINGEMENT SUIT" has the meaning given in clause 17.9;


                                        4
<PAGE>

     "INTELLECTUAL PROPERTY" means any and all trade marks, domain names, rights
     in designs, get-up, business names, database rights, copyrights, future
     copyrights and patents (whether registered or not and any applications to
     register or rights to apply for registration of any of the foregoing),
     rights in inventions, know-how, trade secrets and other confidential
     information and all other intellectual property rights of a similar or
     corresponding nature, which may now or in the future subsist in any part of
     the world;

     "JOINT KNOW-HOW" has the meaning given in clause 8.2(a);

     "JOINT PATENTS" has the meaning given in clause 8.2(b);

     "KNOW-HOW" means the technical information and data pertaining to (i) the
     Product, in the possession, or under the control, of the Licensor or any of
     its Affiliates; (ii) any Improvement of the Licensor or any of its
     Affiliates; and (iii) the Licensor's interest in any Joint Know-how (but
     excluding any Joint Know-how, the Licensee's interest in which is assigned
     to the Licensor pursuant to clauses 15.5 or 20.1(d)), to the extent, in
     each case, that the same is secret, substantial and identified;

     "KNOWLEDGE" means, in respect of the Licensor and/or any of its Affiliates,
     the good faith actual understanding of James Christie, Barry Riley, Ian
     Scoular and the directors of the Licensor and Protherics plc;

     "LAW" means all (or the highest) statutory or common law, equitable,
     governmental or regulatory obligation in the relevant part of the
     Territory, including any order of a court of competent jurisdiction or
     government department or agency; the rules and standards of any recognised
     securities exchange (including the Listing Rules of the UK Listing
     Authority); the rules and requirements of any other regulatory body,
     including any Health Authority; and any rules or requirements relating to
     export and import;

     "LIBOR" means the British Bankers' Association London Inter-bank Offered
     Rate;

     "LICENCE" means the licences granted to the Licensee by, or pursuant to,
     clause 2, subject to the limitations thereon;

     "LICENSEE PRODUCT DATA" has the meaning given in clause 20.1(c);

     "LICENSOR" means Protherics Inc and Protherics;

     "LICENSOR INFORMATION" has the meaning given in clause 10.2;

     "LICENSOR INDEMNITEE" has the meaning given in clause 13.3;

     "LOSS" means any loss or damage of any nature whatsoever, comprising any:

     (a)  Indirect Loss;

     (b)  Cost (including promotional expenditure) wasted as a result of any
          Event of Default; and

     (c)  other loss which, under English Law, would properly be considered as
          direct loss or which does not constitute Indirect Loss;

     "MAJOR EUROPEAN COUNTRY" means any of the United Kingdom, France, Germany
     and Italy;

     "MAJOR MARKET" means each of (a) the United States; (b) a Major European
     Country; and (c) Japan, or any combination thereof, as the context
     requires;

     "MANUFACTURING AND SUPPLY FEES" has the meaning given to it in clause 6.11;


                                        5

<PAGE>

     "MANUFACTURING SUB-LICENSEE" means any Person, not being an Affiliate of
     the Licensee, to whom the Licensee or any of its Affiliates grants, in any
     country of the Territory, a Sub-licence for the purposes of permitting such
     Person to manufacture Drug Substance and thereafter to sell such Drug
     Substance or other forms of the Product manufactured therefrom;

     "MILESTONE" means any payment to be made pursuant to clause 6.1;

     "MSA" means the Manufacturing and Supply Agreement which is to be entered
     into between Protherics and the Licensee as provided in clause 5.2,
     including upon the basis of the terms of schedule 8;

     "NET SALES" means, subject to clauses 6.7 and 6.8, the gross invoiced
     amount on any disposal for value of the Product by the Licensee, any
     Affiliate of the Licensee or any Manufacturing Sub-licensee, to one or more
     Third Parties (including Distributors), after the deduction of:

     (a)  normal and customary trade, quantity or prompt settlement discounts
          (including chargebacks and allowances) actually allowed by the
          Licensee or its relevant Affiliate or Manufacturing Sub-licensee;

     (b)  amounts repaid or credited by the Licensee, or its relevant Affiliate
          or Manufacturing Sub-licensee, as applicable and as determined by the
          Licensee, or such Affiliate or Manufacturing Sub-licensee, in good
          faith, by reason of rejection, returns or recalls of the Product,
          rebates or bona fide price reductions;

     (c)  rebates and similar payments made by the Licensee, or its relevant
          Affiliate or Manufacturing Sub-licensee, with respect to the sale of
          any Product paid for by any governmental or regulatory authority, such
          as Federal or state Medicaid, Medicare or similar state programmes in
          the United States, or equivalent governmental programmes in any other
          country;

     (d)  any invoiced amounts not actually collected by the Licensee or its
          relevant Affiliate or Manufacturing Sub-licensee, including bad debts;

     (e)  excise Taxes, Indirect Taxes, customs duties, customs levies and
          import fees imposed on the sale, importation, use or distribution of
          the Product and paid by the Licensee or its relevant Affiliate or
          Manufacturing Sub-licensee;

     (f)  any other similar and customary deductions made by the Licensee, or
          its relevant Affiliate or Manufacturing Sub-licensee, that are
          consistent with generally accepted accounting principles or standards;
          and

     (g)  as an allowance for transportation costs, distribution expenses,
          special packaging and related insurance charges, (Confidential
          Treatment Requested) per cent (Confidential Treatment Requested %) of
          the amount arrived at after application of the provisions of items (a)
          to (f) above,

     and Net Sales shall be calculated using the Licensee's group internal
     audited systems used to report such disposals, as adjusted for any of items
     (a) to (g) above not otherwise already taken into account in such systems,
     and deductions pursuant to item (d) above shall be taken in the Calendar
     Quarter in which the relevant disposal is no longer recorded as receivable;

     "NON-LICENSEE DERIVED PRODUCT" means any (Confidential Treatment Requested)

     "PATENT EXPERT" means any person appointed in accordance with clause 17.3,
     for the purposes thereof;


                                        6

<PAGE>

     "PATENTS" means:

     (a)  the patents specified in schedule 2;

     (b)  any patent or patent application corresponding to any such patent
          which may be granted to, or made by, the Licensor in any other
          jurisdiction comprised in the Territory; and

     (c)  any extension or restoration, by existing or future extension or
          restoration mechanisms, including re-validations, re-issues,
          re-examinations and extensions (including supplementary protection
          certificates and the like) of any such patent or patent application;

     "PAYMENTS" has the meaning given in clause 6.21;

     "PERSON" means an individual, sole proprietorship, partnership, limited
     partnership, limited liability partnership, corporation, limited liability
     company, business trust, joint stock company, trust, unincorporated
     association, joint venture or similar entity or organisation, including a
     government or political sub-division, department or agency of a government;

     "PERSONNEL" means the relevant Person's employees, agents and contractors;

     "PHASE III TRIAL" means a large scale, pivotal, multi-centre, human
     clinical trial to be conducted in a number of patients estimated to be
     sufficient to establish efficacy of the Product at a standard suitable to
     obtain a Health Registration Approval, or otherwise intended to provide the
     substantial evidence of efficacy necessary to support an approvable filing
     for a Health Registration Approval;

     "PLACEBO" means material suitable for administration to humans in the same
     manner as the Product, where such material is:

     (a)  visually indistinguishable from the Product; and

     (b)  acceptable to relevant Health Authorities as suitable for use as the
          comparator in a blinded clinical study involving the Product;

     "PRICING APPROVALS" means, with respect to a country in the Territory,
     pricing or reimbursement approvals in such country;

     "PRIMARY INDICATION" means the treatment of sepsis;

     "PROCESS SCIENCE PROGRAMME" means the programme for the development of the
     Product, as more specifically detailed in schedule 9;

     "PROCESS, MANUFACTURING AND SUPPLY COMMITTEE" means the committee referred
     to in clause 25, constituted and having the functions and responsibilities
     specified therein;

     "PRODUCT" means Fab fragments derived from polyclonal antibodies directed
     towards Tumour Necrosis Factor Alpha;

     "PROTHERICS PLC" means the company incorporated in England and Wales with
     that name, having company number 2459087;

     "REGULATORY DOCUMENTATION" means all applications, registrations, licences,
     authorisations and approvals relating to the Product, including all
     investigational new drug applications, Health Registration Approvals,
     regulatory drug lists, adverse event files and complaint files relating, in
     each case, to the Product;


                                        7

<PAGE>

     "REMAINING STOCK" means all Product and all materials, for, or used in, the
     manufacture thereof, including work-in-progress, Sheep Serum, and all
     livestock used, or kept, for, or in connection with, the manufacture of
     Product, and the cost of their slaughter and disposal;

     "ROYALTY TERM" has, with respect to any country in the Territory, the
     meaning given in clause 6.10;

     "SHEEP SERUM" means serum derived from the blood of sheep immunised with
     Tumour Necrosis Factor Alpha in accordance with the protocol agreed between
     Protherics and the Licensee;

     "SECONDARY INDICATION" means any use of the Product other than the Primary
     Indication;

     "STEERING COMMITTEE" means the committee referred to in clause 23,
     constituted and having the functions and responsibilities specified
     therein;

     "SUB-LICENCE" means a sub-licence, or any option for the grant of a
     sub-licence, under all or part of the Licence, other than any granted to
     the Licensor, or any Affiliate of the Licensor, pursuant to clause 2.7;

     "SUB-LICENSEE" means the sub-licensee under any Sub-licence, where such
     sub-licensee is not the Licensor or an Affiliate of the Licensor, including
     every Manufacturing Sublicensee;

     "TAX" means any tax, and any duty, contribution, impost, levy or charge in
     the nature of tax, whether domestic or foreign, and any fine, penalty,
     surcharge or interest connected therewith, and any other payment whatsoever
     which a Person is or may be or become bound to make to any Person and which
     is, or purports to be, in the nature of taxation or otherwise by reason of
     any taxation statute;

     "TECHNICAL REASON" means any:

     (a)  safety concern arising from any clinical trial of the Product;

     (b)  failure to achieve the primary end-point of any clinical trial of the
          Product;

     (c)  refusal or failure by or of any Health Authority to grant any Health
          Registration Approval;

     (Confidential Treatment Requested)

     "TERM" means the term of this agreement, subject to Termination;

     "TERMINATION" means the termination of this agreement at any time on any
     lawful ground;

     "THIRD PARTY" means any Person other than a party or its Affiliates;

     "THIRD PARTY CLAIMS" has the meaning given in clause 13.3;

     "TERRITORY" means the world;


                                        8

<PAGE>

     "TRADE MARKS" means those trade marks listed in part 1 of schedule 4;

     "US$" means United States dollars;

     "UNITED STATES" means the United States of America, including its
     territories and Puerto Rico;

     "VALID CLAIM" means any claim of any Patent or Joint Patent which:

     (a)  has not been held permanently revoked, unenforceable or invalid by a
          decision of a court or governmental agency of competent jurisdiction,
          which decision is unappealable or unappealed within the time allowed
          for appeal;

     (b)  has not been abandoned, disclaimed, denied or admitted to be invalid
          or unenforceable through re-issue, disclaimer or otherwise; and"

     (c)  with respect to a Patent or Joint Patent which is a pending patent
          application, has not been abandoned or finally disallowed without the
          possibility of appeal or refiling of the application;

     "VALUE ADDED TAX" means Value Added Tax or any other Tax of a similar
     nature that may be substituted for or levied in addition to it in each case
     at the then rate current from time to time;

     "YEAR" means a calendar year running from 1 January until 31 December,
     inclusive;

     "L" means pound sterling.

1.2  INTERPRETATION

     In this agreement, unless otherwise expressly specified, a reference to:

     (a)  "AGREED" means agreed by the parties in writing;

     (b)  "APPROVAL" or "CONSENT" means the prior written approval or consent of
          the relevant party;

     (c)  "INCLUDE" means include without limitation and "INCLUDING" shall be
          construed accordingly;

     (d)  "MAY" means entitled, but not obliged, to exercise a particular right;

     (e)  "NOTICE" means written notice;

     (f)  "PARTY" means, subject to clause 27.8, the Licensee or the Licensor;

     (g)  "SIGNATURE" means execution of this agreement;

     (h)  "THESE TERMS" means all the provisions set out in this agreement; and

     (i)  "COUNTRY" includes any territory.

1.3  FURTHER INTERPRETATION

     In this agreement, unless otherwise expressly specified:

     (a)  the index to and the headings in this agreement are for information
          only and are to be ignored in construing it;


                                        9

<PAGE>

     (b)  a reference to a statute or statutory instrument or any of their
          provisions is to be construed as a reference to that statute or
          statutory instrument or such provision as the same may have been or
          may after signature be amended or re-enacted;

     (c)  grammatical variants of terms defined in this clause 1 will bear their
          corresponding meanings;

     (d)  references to recitals, clauses, paragraphs or schedules are to
          recitals, clauses and paragraphs of and schedules to this agreement.
          The schedules form part of the operative provisions of this agreement
          and references to this agreement will, unless the context otherwise
          requires, include references to the recitals and the schedules;

     (e)  where a corporate party qualifies a warranty or a representation "TO
          THE BEST OF ITS KNOWLEDGE", this will be taken as a reference to the
          state of mind of the relevant Person(s) as at signature;

     (f)  where, in any provision or provisions, a general concept is followed
          by a specific one, there will be no implication that the scope of the
          general concept is to be narrowed as a result; and

     (g)  words denoting the singular will include the plural and vice versa and
          words denoting any gender will include all genders.

2.   LICENCE AND ASSIGNMENT OF REGULATORY DOCUMENTATION

2.1  With effect from the Effective Date, Protherics Inc grants to the Licensee
     an exclusive, non-transferable (subject to clause 21.1) licence under the
     Patents to Exploit the Product in the Field of Use, throughout the
     Territory.

2.2  With effect from the Effective Date, and subject to clause 15.5, the
     Licensor grants to the Licensee an exclusive, non-transferable (subject to
     clause 21.1) licence under the Licensor's right, title and interest in the
     Know-how and the Copyright Materials, and shall procure the grant of such a
     licence by its relevant Affiliates under their right, title and interest in
     the Know-how and the Copyright Materials, in each case to Exploit the
     Product in the Field of Use, throughout the Territory.

2.3  With effect from the Effective Date, and subject to clause 15.5, the
     Licensor grants to the Licensee an exclusive, non-transferable (subject to
     clause 21.1) licence under:

     (a)  the Licensor's right, title and interest in any patents obtained by
          the Licensor claiming any Improvement of the Licensor or of any of its
          Affiliates; and

     (b)  the Licensor's right, title and interest in any Joint Patents,

     and shall procure the grant of such a licence by its relevant Affiliates
     under their right, title and interest in such patents and Joint Patents, in
     each case to Exploit the Product in the Field of Use, throughout the
     Territory.

2.4  To the extent permitted by Law, the Licensor hereby assigns, or shall
     procure the assignment, in each case with effect from the Effective Date,
     to the Licensee of all its and its Affiliates' right, title and interest in
     and to all Regulatory Documentation, and all its and its Affiliates'
     Intellectual Property therein, and, from the Effective Date, shall execute
     and deliver, or cause to be duly executed and delivered, such instruments,
     and shall do and cause to be done such acts and things (including the
     filing of assignments, agreements, documents and instruments), as may
     reasonably be necessary to give effect to this assignment.


                                       10
<PAGE>

2.5  The Licensee grants the Licensor, with effect from the Effective Date, a
     non-exclusive, royalty-free, worldwide, sub-licensable licence of all
     Regulatory Documentation (including any assigned to the Licensee by, or
     pursuant to, clause 2.4) subsisting now or hereafter, and under all
     Intellectual Property therein, to Exploit any product outside the Field of
     Use, including in seeking, obtaining and maintaining registrations,
     licenses, authorisations and approvals relating thereto.

2.6  To the extent not assigned to the Licensee by or pursuant to clause 2.4,
     the Licensor grants the Licensee, in each case with effect from the
     Effective Date, an exclusive licence, and shall procure that its relevant
     Affiliates grant the Licensee, with effect from the Effective Date, an
     exclusive licence, under its and their respective right, title and interest
     in and to the Intellectual Property in all Regulatory Documentation to
     Exploit the Product in the Field of Use, throughout the Territory,
     including in seeking, obtaining and maintaining registrations, licences,
     authorisations and approvals relating thereto.

2.7  The Licensee shall, with effect from the Effective Date, grant to
     Protherics, and its Affiliates, free of all costs and expenses, the
     necessary permissions and sub-licences under the Licence as are required
     for them to perform the Process Science Programme and the MSA, including
     through the services of sub-contractors.

2.8  After the Effective Date, the Licensor shall, if requested to do so by the
     Licensee, enter into confirmatory licences, substantially in the form set
     out in schedule 5, for the purpose of recording the Licence against such of
     the Patents as the Licensee reasonably considers appropriate.

3.   SUB-LICENSING AND DISTRIBUTION

3.1  The Licensee may grant Sub-licences to any Persons in the Territory, or any
     country of the Territory, provided that:

     (a)  at any given time there is no more than one (1) Manufacturing
          Sub-licensee in any country in the Territory; and

     (b)  no Sub-licence shall, subject to clause 3.2, permit a Sub-licensee to
          grant, or permit the grant of, any further sub-licence thereunder, or
          to assign or otherwise dispose of, hold on trust for any Person or
          pledge or otherwise secure, any such Sub-licence or their rights
          thereunder, unless otherwise agreed between the parties.

3.2  The Licensee, its Affiliates and each Manufacturing Sub-licensee shall have
     the right, in their sole discretion, to appoint Distributors, in any
     country of the Territory, to distribute, market and sell the Product.

3.3  Each Sub-licence granted to a Manufacturing Sub-licensee will contain:

     (a)  undertakings by the relevant Manufacturing Sub-licensee to comply with
          terms (except those relating to royalty rates) equivalent to these
          terms, so far as they are applicable;

     (b)  a provision for its termination In the event of, and simultaneously
          with, Termination; and

     (c)  a provision allowing the same direct access by the Licensor, or its
          representatives, to the premises and records of such Manufacturing
          Sub-licensee as the Licensor has under this agreement to the premises
          and records of the Licensee.

3.4  Without prejudice to clause 3.3, each Sub-licence granted to a
     Manufacturing Sub-licensee (whether or not with respect only to the Product
     or also to one or more other goods or


                                       11

<PAGE>

     services), shall contain a provision entitling the Licensor to enforce its
     rights directly against the relevant Manufacturing Sub-licensee.

3.5  The Licensee will be responsible for the compliance by each of its
     Sub-licensees with the terms of the relevant Sub-licence.

3.6  The Licensee, its Affiliates, each Manufacturing Sub-licensee and each
     Distributor, shall have the right, in their sole discretion, to co-promote
     sales of the Product with any other appropriate Person, in any country of
     the Territory.

3.7  No Sub-licence may be granted save as expressly permitted hereby.

4.   DELIVERY OF KNOW-HOW AND REGULATORY DOCUMENTATION

4.1  The Licensor shall deliver to the Licensee all the Know-how, Copyright
     Materials and Regulatory Documentation, in the Licensor's control, and
     shall procure the delivery to the Licensee by the Licensor's Affiliates of
     all the Know-how, Copyright Materials and Regulatory Documentation, in
     their control. The Licensor may retain a copy of all Know-how, Copyright
     Materials and Regulatory Documentation delivered pursuant to this clause.

4.2  The Licensor shall deliver, or procure the delivery of, as applicable,
     Regulatory Documentation and Know-how pursuant to clause 4.1 as soon as
     reasonably practicable following the Effective Date, or the creation or
     acquisition thereafter of the same by the Licensor or its relevant
     Affiliate, as applicable.

4.3  Following the Effective Date, the Licensor shall, at its sole cost and
     expense, provide the Licensee with all reasonable assistance as may be
     required by the Licensee in order to transfer the Know-how to the Licensee
     and for the purposes of working with the Regulatory Documentation,
     including any assistance as may be required for the purposes of preparing
     for, and attending; meetings with Health Authorities, dealing with requests
     from Health Authorities and preparing, and filing, applications for Health
     Registration Approvals. Without prejudice to the generality of the
     foregoing, if (i) visits of the Licensor's representatives to the
     Licensee's, or any of its Affiliate's, facilities; or (ii) attendance of
     the Licensor's representatives at meetings with Health Authorities, are
     reasonably requested by the Licensee for the purposes of providing
     assistance as referred to above, the Licensor will send appropriate
     representatives to the Licensee's, or its Affiliates', facilities or to the
     relevant meetings, provided that the Licensee shall, within thirty (30)
     days of being asked to do so, reimburse the Licensor for its reasonable and
     verifiable expenses of travel and accommodation for such representatives.
     The Licensor shall not be required by this clause:

     (a)  to acquire or devote resources other than those which it would
          acquire, or which it has available to it, but for this clause; or

     (b)  to hire or retain any Personnel.

5.   DEVELOPMENT AND PERFORMANCE

5.1  Following the Effective Date, Protherics shall undertake the Process
     Science Programme in accordance with the provisions set out in schedule 9
     and all other relevant terms of this agreement.

5.2  Each of the parties agrees and acknowledges that the MSA is required to be
     put in place to govern the supply arrangements, and associated development
     activities, between Protherics and the Licensee concerning the Product. The
     MSA shall, following the Effective Date, be negotiated in good faith
     between Protherics and the Licensee on the following basis:

     (a)  such negotiations shall commence no later than 1 March 2006;


                                       12

<PAGE>

     (b)  Protherics', and the Licensee's, objective is that the MSA shall be
          entered into by 1 March 2007;

     (c)  the Licensee shall produce the first draft of the MSA; and

     (d)  the MSA shall include, amongst other appropriate and detailed
          provisions, the provisions set out in schedule 8.

5.3  Following the Effective Date, the Licensee shall use Commercially
     Reasonable Efforts to:

     (a)  develop the Product, and conduct such matters as are relevant to
          obtaining and maintaining applicable Health Registration Approvals and
          other regulatory approvals for the use of the Product, for the Primary
          Indication in each of the Major Markets; and

     (b)  commercialise the Product for use for the Primary Indication in each
          of the Major Markets.

     (Confidential Treatment Requested)

5.4  Clause 5.3 shall be without prejudice to the generality of, and shall not
     limit, the parties' obligations under the Process Science Programme or the
     MSA.

5.5  The Licensee's obligation under clause 5.3 is subject to the Licensor's
     compliance in all material respects with clauses 4.1 and 4.2.

5.6  If, at any time, the Licensor reasonably believes that the Licensee is in
     breach of its obligations pursuant to clause 5.3, the Licensor may notify
     the Licensee, specifying the breach and the basis for its belief, and the
     parties shall meet within thirty (30) days after such notice, at the
     Licensee's and/or its Affiliates' offices, to discuss in good faith the
     Licensor's concerns and the Licensee's actual and planned conduct.

5.7  If the Licensee is in breach of its obligations pursuant to clause 5.3 and
     has not rectified such breach within forty five (45) days of the start of
     discussions with the Licensor pursuant to clause 5.6 (or, where the breach
     cannot be rectified within such period, has not taken reasonable steps
     towards rectifying the breach and/or thereafter does not diligently pursue
     such steps), the Licensor may terminate this agreement by notice to the
     Licensee.

5.8  Without prejudice to clause 20.1, if the Licensor terminates this agreement
     pursuant to clause 5.7, the Licensee shall, within sixty (60) days of being
     requested to do so, reimburse to the Licensor the value of all Remaining
     Stock subsequently written off by the Licensor within ninety (90) days
     following Termination.

5.9  The parties have agreed that:

     (a)  the Licensor's right of termination pursuant to clause 5.7, and the
          provisions of clause 5.8, shall be the Licensor's only remedy under
          this agreement in respect of the Licensee's breach of clause 5.3;

     (b)  regardless of whether or not the Licensor exercises its right to
          terminate this agreement pursuant to clause 5.7, the Licensee shall
          not be liable to the Licensor for any Loss or Cost incurred by the
          Licensor as a result of the Licensee's breach of clause 5.3, save as
          specified in clause 5.8; and

     (c)  this clause 5.9 shall survive Termination for any reason, including
          Termination by the Licensee pursuant to clause 19.2.


                                       13
<PAGE>

5.10 If and when any Health Registration Approval or Pricing Approval is
     obtained for the Product anywhere in the Territory, the Licensee shall
     promptly inform the Licensor thereof.

5.11 The Licensee will, and will procure that any relevant Sub-licensee will:

     (a)  clearly mark all Products or, if not practicable, then any relevant
          literature or packaging, with:

          (i)  the relevant patent or application numbers of the subsisting
               Patents and Joint Patents;

          (ii) subject to clause 11.6, the Trade Marks; and

          (iii) the symbols or words required under any Law to indicate the
               Licensor's ownership of, or rights to, the Patents, Joint Patents
               and, subject to clause 11.6, the Trade Marks; and

     (b)  comply with all Laws, and ensure compliance with all Laws by all
          relevant Personnel, in furthering the objectives of clause 5.3.

6.   MILESTONE AND ROYALTY PAYMENTS

6.1  The Licensee shall pay the Licensor the following sums:

     (a)  L16,300,000 within one (1) Business Day of the Effective Date, which
          payment will be made to Protherics;

     (b)  (Confidential Treatment Requested) upon the decision by the Process
          Manufacturing and Supply Committee (or Steering Committee, if
          applicable) to progress the Process Science Programme to the
          manufacture of the first (Confidential Treatment Requested) litres
          batch of the Product;

     (c)  (Confidential Treatment Requested) upon the commencement of the first
          Phase III Trial;

     (d)  (Confidential Treatment Requested) upon the decision by the relevant
          Person to continue the first Phase III Trial after the first interim
          analysis of the Clinical Outcomes of such Phase III Trial;

     (e)  (Confidential Treatment Requested) upon the filing of the first
          application for the first Health Registration Approval with respect to
          the Product for use in the Primary Indication, wherever in the
          Territory;

     (f)  (Confidential Treatment Requested) upon the First Commercial Sale of
          the Product by or for the Licensee, any Affiliate of the Licensee or
          any Sub-licensee (in each case, including by its Distributor), in the
          United States;

     (g)  (Confidential Treatment Requested) upon the First Commercial Sale of
          the Product by or for the Licensee, any Affiliate of the Licensee or
          any Sub-licensee (in each case, including by its Distributor), in any
          Major European Country;

     (h)  (Confidential Treatment Requested) upon the First Commercial Sale of
          the Product by or for the Licensee, any Affiliate of the Licensee or
          any Sub-licensee (in each case, including by its Distributor), in
          Japan; and

     (i)  (Confidential Treatment Requested) upon the grant of the first Health
          Registration Approval of the Product for use in the first Secondary
          Indication in any Major Market,


                                       14

<PAGE>

          and for these purposes a Phase III Trial shall be deemed to commence
          when the first patient involved therein is dosed with the Product, or
          Placebo, in the course thereof.

6.2  The Licensee shall, within seven (7) days of each such day, notify
     Protherics, on behalf of the Licensor, or procure that Protherics is
     notified, on behalf of the Licensor, of the occurrence of each of the
     events referred to in any of clauses 6.1(b) to (i) and, within seven (7)
     days following receipt of any such notification, the Licensor shall deliver
     to the Licensee an invoice for the amount payable in respect of such event
     pursuant to the relevant such clause. Within thirty (30) days following
     such invoice, the Licensee shall pay to the Licensor the appropriate amount
     due, as specified therein.

6.3  No amount payable pursuant to clause 6.1 shall be payable more than once.

6.4  Protherics shall supply, or procure the supply of, to the Licensee, free of
     charge but otherwise on terms to be determined by the Process,
     Manufacturing and Supply Committee, the quantities of CT Materials required
     by the Licensee during the Clinical Phase for administering in the course
     of human clinical trials:

     (a)  the first (Confidential Treatment Requested) courses of therapy with
          the Product; and

     (b)  the first (Confidential Treatment Requested) courses of therapy with
          Placebo,

     in each case for adults weighing 80kg.

6.5  Protherics shall supply, or procure the supply of, the Licensee's
     requirements for CT Materials for use in human clinical trials additional
     to those referred to in clause 6.4, at the Licensor's Cost of Goods for
     manufacturing such CT Materials or, if the Licensee so elects, at the
     prices determined in accordance with schedule 7 for Drug Substance or Drug
     Product (as the case may be), but otherwise on terms to be specified in the
     MSA.

6.6  In addition to the above payments, the Licensee shall pay Protherics, on
     behalf of the Licensor, in US$, a royalty of twenty per cent. (20%) of Net
     Sales.

6.7  Disposals of the Product between the Licensee, its Affiliates and
     Manufacturing Sublicensees shall be excluded from the calculations of Net
     Sales and no royalties shall be due in respect thereof; royalties shall be
     calculated on any disposal for value by the Licensee, its Affiliates or
     Manufacturing Sub-licensees of the Product to any other Person (including
     any Distributor). Royalties shall be payable only once for each unit of
     Product so disposed of.

6.8  Where any disposal for value of the Product by the Licensee, any Affiliate
     of the Licensee or any Manufacturing Sub-licensee is connected with any
     disposal of, or other dealing with respect to, or the provision of, any
     other good or service, Net Sales shall be calculated on the amount equal to
     that which would have been the gross invoiced amount on an arm's length
     sale of the relevant quantity of the Product made at the same time in the
     same part of the Territory, and not the actual gross invoiced amount on
     such sale.

6.9  All royalties payable hereunder shall be due sixty (60) days following the
     end of the Calendar Quarter in which the Net Sales in respect of which they
     are payable are made.

6.10 The Licensee's obligation to pay royalties pursuant to clause 6.6 shall
     commence, on a country by country basis, upon the first disposal for value
     of the Product in such country, and shall cease, on a country by country
     basis, on the later to occur of:

     (a)  the (Confidential Treatment Requested) of the First Commercial Sale of
          the Product in such country; and


                                       15

<PAGE>

     (b)  the expiry of the last Valid Claim of any Patent or Joint Patent in
          such country claiming the Product,

     (the "ROYALTY TERM") and following such cessation of the obligation to pay
     royalties in a country, the Licence shall continue in effect in such
     country on a fully paid-up basis for the remainder of the Term.

6.11 In addition to the above payments, the Licensee shall pay to Protherics, in
     US$ and pursuant to the terms of the MSA, in consideration of the
     manufacture and supply of the Product for the Licensee, a supply price
     which shall be calculated in accordance with the provisions set out in
     schedule 7 ("MANUFACTURING AND SUPPLY FEES"), and this obligation shall be
     included in the MSA.

6.12 If the Licensor considers that the overall economic return which it
     receives by virtue of clauses 6.6 and 6.11 is less than the Licensor's
     actual Cost of Goods for the quantities of the Product to which such return
     relates, such that the Licensor is making a loss by supplying such
     Products, other than as a consequence of any deductions made in accordance
     with clauses 16, 17 or 18, the Licensor may serve notice thereof on the
     Licensee. Within thirty (30) days of such notice, the parties will meet to
     discuss in good faith appropriate adjustments to the economic provisions of
     this agreement which will aim to alleviate such loss-making situation
     suffered by the Licensor, and if, within sixty (60) days of such notice, no
     agreement is reached between the parties as to how, and whether, to make
     any such adjustments, or what such adjustments to make, the Licensor shall
     have no further obligation so to supply the Product to the extent that it
     so makes such a loss, and this shall be reflected in the MSA.

6.13 The Licensee will, with each royalty payment, deliver to the Licensor a
     statement, certified as correct by a responsible officer of the Licensee,
     of all royalties due for the period to which the payment relates, showing
     separately the relevant Net Sales in each applicable country, their
     calculation and, where relevant, the rate of exchange used.

6.14 The Licensee will, until the third anniversary of 31 December of the Year
     in which the relevant Product is disposed of, keep, or cause to be kept, at
     its, or the relevant Manufacturing Sub-licensees', usual place of business
     true and accurate books of account, in accordance with applicable generally
     accepted accounting principles, containing all information necessary for
     the determination of all royalties payable pursuant to this agreement.

6.15 Upon the written request of the Licensor, the Licensee shall permit, or
     procure permission for, an independent qualified accountant or a person
     possessing similar professional status and associated with an independent
     accounting firm to inspect, during regular business hours, and no more than
     once a Year and going back no more than three Years preceding the then
     current Year, all or any part of the books of account referred to in clause
     6.14, and other relevant records reasonably necessary to ascertain the
     accrued royalties due, provided that such accounting firm shall enter into
     appropriate obligations with the Licensee to treat all relevant information
     it receives in confidence, save that it may disclose to the Licensor
     details of any discrepancies in the royalties paid.

6.16 The charges of the accounting firm referred to in clause 6.15 shall be paid
     by the Licensor except that if it discloses an underpayment of royalties to
     the Licensor of more than (Confidential Treatment Requested) per cent,
     (Confidential Treatment Requested %) of the amount due in any Calendar
     Quarter, the charges of that accounting firm shall be paid by the Licensee.

6.17 All royalties due in respect of Net Sales made, or which are otherwise
     calculated, in currencies other than United States dollars shall be
     calculated in the relevant other currency and converted to United States
     dollars by the Licensee in accordance with the rates of exchange used by
     the Licensee's group internal accounting systems on the day the relevant
     royalty is due, and the Licensee shall make relevant details of all such
     rates


                                       16

<PAGE>

     of exchange available for inspection in accordance with clause 6.15. The
     Licensee shall notify the Licensor, from time to time, of and upon any
     changes in the Licensee's group internal accounting systems for calculating
     rates of exchange.

6.18 If the Licensee fails to make full payment of any sum due and payable under
     these terms, the amount remaining due will bear interest, accruing from the
     due date until the date of actual payment, whether before or after
     judgment, calculated at an annual rate equivalent to (Confidential
     Treatment Requested) per cent, above LIBOR, for the time being, compounded
     daily.

6.19 No payments made under the preceding provisions of this clause 6 will be
     refundable, or otherwise re-payable, in any circumstances.

6.20 If the inspection pursuant to clause 6.15 shows that there has been an
     underpayment by the Licensee, the Licensee will promptly, and without
     demand, send to the Licensor the difference between the amount already paid
     and the correct amount shown to be due and payable further to the
     inspection. If the inspection pursuant to clause 6.15 shows that there has
     been an overpayment by the Licensee, the Licensor will promptly, and
     without demand, send to the Licensee the difference between the amount
     already paid and the correct amount shown to be due and payable further to
     the inspection.

6.21 The sums payable under this clause 6 ("PAYMENTS") shall be made in the
     specified currency by electronic transfer to the Licensor's relevant bank
     account detailed in schedule 3, or such other bank account as is otherwise
     notified by the Licensor to the Licensee from time to time.

6.22 Payments shall not be reduced on account of any Taxes unless required by
     Law. Subject to clause 6.23, the Licensor alone shall be responsible for
     paying any and all Taxes (other than withholding Taxes required by Law to
     be paid by the Licensee) levied on account of, or measured in whole or in
     part by reference to, any Payments it receives. The Licensee shall deduct
     or withhold from the Payments any Taxes that it is required by Law to
     deduct or withhold. Notwithstanding the foregoing, if the Licensor is
     entitled under any applicable Tax treaty to a reduction of rate of, or
     elimination of, applicable withholding Tax, it may deliver to the Licensee
     or the appropriate governmental authority (with the assistance of the
     Licensee to the extent that it is reasonably required and is expressly
     requested in writing) the prescribed forms necessary to reduce the
     applicable rate of withholding or to relieve the Licensee of its
     obligations to withhold Tax, and the Licensee shall apply the reduced rate
     of withholding, or dispense with withholding, as the case may be, provided
     that the Licensee has received evidence, in a form satisfactory to the
     Licensee, acting reasonably, of the Licensor's delivery of all applicable
     forms (and, if necessary, its receipt of appropriate governmental
     authorisation) at least fifteen (15) days prior to the time that the
     Payments are due. If, in accordance with the foregoing, the Licensee
     withholds any amount, it shall pay to the Licensor the balance when due,
     make timely payment to the proper Taxing authority of the withheld amount,
     and send to the Licensor proof of such payment within sixty (60) days
     following that payment.

6.23 All sums specified in this agreement as payable, or potentially payable,
     hereunder are exclusive of Indirect Taxes, which, if applicable, shall be
     paid in addition to such sums upon the presentation of an appropriate
     invoice.

7.   CAPACITY INVESTMENTS

7.1  (Confidential Treatment Requested)

7.2  The parties recognise that in order to enable Protherics to meet its
     obligations under the MSA; to meet the requirements for the grant of Health
     Registration Approvals; and to allow for sufficient manufacturing capacity
     to meet the Licensee's projected initial sales of the Product, improvements
     will need to be carried out (Confidential Treatment Requested)


                                       17

<PAGE>

     (Confidential Treatment Requested) The parties will use good faith efforts
     to agree the details of the Infrastructure Improvements, the times within
     which they should be completed and a budget for the anticipated costs to be
     incurred in completing them, all of which shall be reasonable, appropriate
     and necessary for the above purposes. The Licensor will, or will procure
     that its Affiliates will, carry out the agreed Infrastructure Improvements
     at its own cost, using its reasonable efforts to complete them within the
     agreed times and to the agreed budget. The Process, Manufacturing and
     Supply Committee shall oversee the conduct of the Infrastructure
     Improvements, and shall advise the Licensor on any cost savings or
     efficiencies that could be employed or any regulatory standards that may
     need to be met. The Licensee will have the right to inspect the
     Infrastructure Improvements during their conduct and after their
     completion.

7.3  The Licensee recognises that Protherics, or any of its Affiliates, may
     apply for grants which may be available to it from the Welsh Development
     Agency (or other similar governmental agency) in relation to the
     Infrastructure Improvements. The Licensee will not object to any such grant
     application, and Protherics will apply any awarded grant to the conduct of
     the Infrastructure Improvements in accordance with the terms and conditions
     of the grant. If the grant results in a cost saving in relation to the
     agreed budget for the Infrastructure Improvements, the parties will
     allocate the cost saving to other Infrastructure Improvements or to other
     agreed capacity improvements or expansions that may benefit the manufacture
     of the Product.

7.4  Upon written request of the Licensee, the Licensor shall permit an
     independent qualified accountant, or a person possessing similar
     professional status and associated with an independent accounting firm, to
     inspect, during regular business hours and no more than once a Year, all or
     any part of the Licensor's or its Affiliates' books of account, and other
     relevant records, concerning the investments which the Licensor makes for
     the purposes of carrying out the Infrastructure Improvements. Any such
     accountant or accounting firm shall enter into appropriate obligations with
     the Licensor to treat all relevant information it receives in confidence,
     save that he/she or it may disclose to the Licensee details of the amount
     of the investments made in carrying out the Infrastructure Improvements.

7.5  (Confidential Treatment Requested)

7.6  If, after the completion of the Infrastructure Improvements, any further
     infrastructure or capability improvements and/or expansions are necessary
     in order to enable Protherics to meet its obligations under the MSA; to
     meet the requirements for the grant of Health Registration Approvals; and
     to allow for sufficient manufacturing capacity to meet the


                                       18

<PAGE>

     Licensee's projected initial sales of the Product, such additional
     improvements and/or, expansions shall be effected by, and funded by,
     Protherics.

8.   OWNERSHIP OF IMPROVEMENTS

8.1  Subject to clause 8.2, each party shall retain all its right, title and
     interest in and to any and all Improvements made by, or on behalf of, such
     party, whether pursuant to the Process Science Programme, the MSA or
     otherwise, and any and all Intellectual Property therein.

8.2  Each party shall own an equal, undivided interest in any and all:

     (a)  Improvements made jointly by, or on behalf of, the Licensor and the
          Licensee (the "JOINT KNOW-HOW"); and

     (b)  patents (the "JOINT PATENTS") and other Intellectual Property in any
          such Improvements.

8.3  Subject to clauses 2 and 20, neither party shall in any way exploit
     (including by way of assigning, pledging, encumbering or otherwise
     transferring) any Joint Patent or Joint Know-how without the consent of the
     other party, not to be unreasonably withheld or delayed.

8.4  Without prejudice to the Licensor's obligations pursuant to clauses 4.1 and
     4.2, the Licensor shall, as soon as reasonably practicable following the
     making of the same, disclose comprehensive details to the Licensee of any
     Improvements made by or on behalf of it.

9.   ADVERSE EVENT REPORTING

     The parties shall negotiate in good faith to agree, as soon as reasonably
     practicable, the terms of such an agreement concerning the safety of the
     Product as may be customary in the pharmaceutical industry and which meets
     the requirements of all relevant Laws.

10.  CONFIDENTIALITY AND NON-DISCLOSURE

10.1 At all times during the Term, and for a period of five (5) years following
     Termination, each party (the "RECEIVING PARTY") shall, and shall cause its
     officers, directors, employees, agents, Affiliates and, in the case of the
     Licensee, any Sub-licensee, to keep confidential, and not publish or
     otherwise disclose, and not use, directly or indirectly, for any purpose,
     any Confidential Information provided to it by or on behalf of the other
     party (the "DISCLOSING PARTY"), except to the extent such disclosure or use
     is expressly permitted by the terms of this agreement or is reasonably
     necessary, for the performance of this agreement.

10.2 The Licensor recognises that by reason of the Licensee's status as an
     exclusive licensee pursuant to clause 2, the Licensee has an interest in
     the Licensor's retention in confidence of certain confidential information
     of the Licensor. Accordingly, the Licensor shall, and shall cause its
     Affiliates and their respective officers, directors, employees and agents
     to, keep confidential, and not publish or otherwise disclose, any such
     information relating to:

     (a)  the Product, including the Know-How and any Regulatory Documentation,
          in each case to the extent relevant to the Field of Use; or

     (b)  the Exploitation of the Product in the Field of Use, including any
          development, sales or marketing plans therefor,

     (the "LICENSOR INFORMATION"), save that it, and they, may disclose the same
     under obligations of confidence appropriate to protect such interests of
     the Licensee. The


                                       19

<PAGE>

     disclosure by the Licensor to the Licensee of Licensor Information shall
     not, in itself, cause such information to cease to be confidential.

10.3 Notwithstanding clause 10.1, each party may disclose, and permit the
     disclosure of, Confidential Information to the extent that such disclosure
     is:

     (a)  made in response to a valid order of a court of competent jurisdiction
          or other competent authority (including any Health Authority),
          provided, however, that the Receiving Party shall, subject to Law,
          first have given notice to the Disclosing Party and given the
          Disclosing Party a reasonable opportunity to seek to overturn any such
          order or obtain a protective order requiring that the Confidential
          Information subject of such order be held in confidence by such court
          or authority or, if disclosed, be used only for the purpose for which
          the order was issued; and provided further that if such order is not
          overturned or a protective order is not obtained, the relevant
          Confidential Information disclosed in response to such court or
          governmental order shall be limited to that which is legally required
          to be disclosed in response to such court or governmental order;

     (b)  made by the Receiving Party to a Health Authority as may be necessary
          or reasonably useful in connection with any filing, application or
          request for a Health Registration Approval; provided, however, that
          reasonable measures shall first be taken to assure confidential
          treatment of such Confidential Information, to the extent such
          protection is available;

     (c)  made by the Receiving Party to a relevant authority where necessary or
          reasonably useful for the purposes of obtaining or enforcing a Patent
          or Joint Patent, provided, however, that the Receiving Party shall
          take reasonable measures to assure confidential treatment of such
          information, to the extent such protection is available; or

     (d)  otherwise required by Law, provided, however, that the Receiving Party
          shall, subject to Law:

          (i)  provide the Disclosing Party with reasonable advance notice of,
               and an opportunity to comment on, any such required disclosure;

          (ii) if requested by the Disclosing Party, seek confidential treatment
               with respect to any such disclosure to the extent available; and

          (iii) use its reasonable endeavours to incorporate the comments of the
               Disclosing Party in any such disclosure or request for
               confidential treatment.

10.4 The Licensee may disclose Confidential Information as necessary in
     Exploiting the Product.

10.5 Notwithstanding the foregoing, Confidential Information shall not include
     any information that:

     (a)  is or hereafter becomes part of the public domain by or through no
          wrongful act, fault or negligence on the part of the Receiving Party;

     (b)  can be demonstrated by documentation, or other competent proof, to
          have been in the Receiving Party's, or any of its Affiliates',
          possession prior to disclosure by the Disclosing Party, free of any
          obligation of confidence owed to any Person;

     (c)  is subsequently received by the Receiving Party, or any of its
          Affiliates, from a Third Party who is not bound by any obligation of
          confidentiality with respect to said information;


                                       20

<PAGE>

     (d)  is generally made available to third parties by the Disclosing Party
          without restriction on use or disclosure; or

     (e)  can be demonstrated by documentation, or other competent proof, to
          have been independently developed by or for the Receiving Party, or
          any of its Affiliates, without reference to the Disclosing Party's
          Confidential Information.

10.6 Specific aspects or details of Confidential Information shall not be deemed
     to be within the public domain, or in the possession of the Receiving
     Party, merely because the Confidential Information is embraced by more
     general information in the public domain or in the possession of the
     Receiving Party, and any combination of Confidential Information shall not
     be considered in the public domain or in the possession of the Receiving
     Party merely because individual elements of such Confidential Information
     are in the public domain or in the possession of the Receiving Party unless
     the combination and its principles are in the public domain or in the
     possession of the Receiving Party.

10.7 This clause 10 shall not be construed to prohibit either party from
     identifying the other party in its internal business communications,
     provided that any Confidential Information in such communications remains
     subject to this clause 10.

10.8 Clauses 10.3 and 10.5 to 10.7(with the exception of clauses 10.5 (b) and
     (e)) shall apply, mutatis mutandis, to Licensor Information as they do to
     Confidential Information and, for these purposes, the Licensor shall be
     deemed to be the Receiving Party thereof.

10.9 The text of any press release or other communication to be published by or
     in the media concerning the subject matter of this agreement will require
     the approval of both parties.

10.10 The parties acknowledge that scientific publications must be strictly
     monitored to prevent any adverse events from premature publication of
     results of research and development activities hereunder. Accordingly, the
     Licensor shall not publish, present or otherwise disclose any material
     related to the Exploitation of the Product in the Field of Use without the
     prior written consent of the Licensee, not to be unreasonably withheld or
     delayed.

11.  TRADE MARKS

11.1 The Licensor grants, or shall procure that its relevant Affiliates grant,
     the Licensee an exclusive licence, for the Term, to use, reproduce and
     apply the Trade Marks, for the purpose of Exploiting the Product,
     (including as envisaged by clause 3.6 and for the use of the Trade Marks on
     the packaging of, and/or on, the Product, where applicable), in accordance
     with the Licensor's reasonable instructions from time to time and as
     required by Law, such licence neither to be assigned nor sub-licensed other
     than to Sub-licensees and Distributors as provided for herein.

11.2 The Licensee may sub-license (on a non-transferable, non-sub-licensable
     basis only) the licence granted by, or pursuant to, clause 11.1 to each
     Sub-licensee or Distributor for the purposes of the Exploitation of the
     Product in accordance with, and as permitted by, the terms of this
     agreement, but shall otherwise have no right to sub-license any of them.

11.3 The Licensor agrees that it shall not use or permit any other Person to
     use, nor shall any of its Affiliates use or permit any other Person to use,
     the Trade Marks for any purpose whatsoever during the Term.

11.4 The Licensee shall stop, or cause to be stopped, upon request, all use of
     any of the Trade Marks by the Licensee, any Sub-licensee or Distributor,
     which the Licensor reasonably determines is, or may be, prejudicial to
     their distinctiveness, or otherwise to their validity, or, upon such
     request, shall change, or cause to be changed, such use in order to avoid
     any such prejudice.


                                       21

<PAGE>

11.5 All use of the Trade Marks shall at all times be for the benefit of the
     Licensor or its relevant Affiliates, as applicable, and any goodwill
     accrued to the Licensee or any other Person by its or their use of any of
     the Trade Marks shall accrue to, and be held in trust by, the Licensee for
     the Licensor or its relevant Affiliates, which goodwill the Licensee agrees
     to assign to the Licensor or such Affiliates, as directed by the Licensor,
     whether before or after Termination, and the Licensee shall make
     appropriate arrangement with each such other Person.

11.6 Notwithstanding clause 5.11, the Licensee shall be under no obligation to
     use the Trade Marks for the purpose of Exploiting the Product.

11.7 The preceding provisions of this clause 11 are intended as an interim
     provision pending the agreement of a more detailed trade mark licence,
     which the parties shall negotiate in good faith with a view to agreeing as
     soon as reasonably practicable and which will, without limitation, address
     the ownership, filing (where applicable), maintenance, and protection of,
     and the conduct of any proceedings (through litigation or otherwise) in
     connection with the Trade Marks and any additional or alternative trade
     marks which are required by the Licensee for the purpose of Exploiting the
     Product.

11.8 The Licensor shall by itself or by its authorised agent apply to the
     appropriate authorities to record or register the licence agreement
     referred to in clause 11.7 in the relevant registers within six (6) months
     following the date such licence is entered into between the parties.

12.  WARRANTIES

12.1 The Licensors jointly and severally warrant to the Licensee that:

     (a)  Protherics Inc is the sole and exclusive owner of the entire right,
          title and interest in the Patents and is entitled to license them by
          the grant of the Licence;

     (b)  Protherics Inc is the sole and exclusive owner of the entire right,
          title and interest in the Trade Marks and is entitled to license them
          as provided in this agreement;

     (c)  Protherics Inc and/or Protherics, as applicable, is entitled to
          license the Know-how by the grant of the Licence, and is entitled to
          grant the rights granted by clauses 2.4 and 2.6 (subject to the
          limitations identified therein) in respect of the Regulatory
          Documentation;

     (d)  to the best of the Licensor's, or its Affiliates', Knowledge all fees
          payable in respect of the maintenance of the Patents listed in
          schedule 2 and the Trade Marks listed in part 1 of schedule 4 have
          been paid on or before the due date for payment;

     (e)  to the best of the Licensor's, or its Affiliates', Knowledge, there is
          no actual infringement or threatened infringement of any of the
          Patents or the Trade Marks, or unauthorised use of any of the Know-how
          or of any Regulatory Documentation the subject of clauses 2.4 or 2.6;

     (f)  to the best of the Licensor's, or its Affiliates', Knowledge, there
          are no claims, judgments or settlements against any of the Patents,
          the Trade Marks or the Know-how subsisting at the Effective Date, nor
          are any amounts with respect thereto, or to the Regulatory
          Documentation the subject of clauses 2.4 or 2.6, owed by the Licensor
          or any of its Affiliates;

     (g)  no claim, including litigation, has been brought, or threatened, in
          writing against the Licensor, or any of its Affiliates, by any Person
          alleging that, and the Licensor and its Affiliates are not aware of
          any claim that, the Patents, the Trade Marks, the Regulatory
          Documentation the subject to clauses 2.4 or 2.6 or the Know-how are
          invalid or unenforceable;


                                       22

<PAGE>

     (h)  no claim has been brought, or threatened, in writing against the
          Licensor, or any of its Affiliates, by any Person alleging that the
          Exploitation of the Product will infringe any Intellectual Property of
          any Person;

     (i)  no claim has been brought, or threatened, in writing against the
          Licensor, or any of its Affiliates, by any Person alleging that the
          use of the Trade Marks for the purposes of the Exploitation of the
          Product will infringe any Intellectual Property of any Person;

     (j)  the Licensor, and its Affiliates, have no Knowledge that the use of
          the technology claimed by the Patents and the Know-how in Exploiting
          the Product in the Field of Use will infringe the Intellectual
          Property of any Person. (Confidential Treatment Requested)

     (k)  the Licensor, and its Affiliates, have no Knowledge of any scientific
          or technical facts or circumstances that would adversely affect the
          commercial potential of the Product in the treatment of sepsis in
          humans;

     (l)  the Patents listed in schedule 2 are all patents owned by, or licensed
          to, the Licensor or any of its Affiliates which claim the Product,
          pharmaceutical compositions including the Product or the use of any of
          the foregoing specifically;

     (m)  the Trade Marks listed in part 1 of schedule 4 are all the trade marks
          owned by, or licensed to, the Licensor or any of its Affiliates which
          have been used, or registered for the purpose of use, in association
          with the Product;

     (n)  the domain name registrations listed in part 2 of schedule 4 represent
          all domain name registrations within the Licensor's or its Affiliates'
          control which have been used, or registered for the purpose of use, in
          association with the Product;

     (o)  none of the Trade Marks have been rejected by any Health Authority
          and, to the best of the Licensor's or its Affiliates' Knowledge, there
          is no reason to believe that any of the Trade Marks will be rejected
          by any Health Authority;

     (p)  the Know-how has been kept confidential and has been disclosed to
          Third Parties only under obligations of confidentiality;

     (q)  neither the Licensor, nor any of its Affiliates, has been debarred,
          and none of them is subject to debarment, by any Health Authority; and

     (r)  the Licensor has corporate power and authority to enter into, and
          perform, this agreement and that its entry into, and performance of,
          this agreement does not, and will not, conflict with any of its other
          obligations.

12.2 Each party warrants to the other that it has authority to enter into, and
     perform, this agreement and that its entry into, and performance of, this
     agreement does not, and will not, conflict with any of its other
     obligations.

12.3 Except for the express warranties set forth in clauses 12.1 and 12.2,
     neither party makes any representation or warranty, express or implied,
     either in fact or by operation of Law, by statute or otherwise, and
     specifically disclaims any terms and warranties not expressly set out in
     this agreement, whether written or oral, including any warranty of quality,
     satisfactory quality or fitness for a particular use or purpose and any
     warranty as to the validity or enforceability of any patent or the
     non-infringement of any Intellectual Property of any other Person.


                                       23

<PAGE>

13.  LIABILITY AND INDEMNITIES

13.1 No exclusion or limitation set out in this agreement shall apply in the
     case of:

     (a)  fraud or fraudulent concealment; or

     (b)  death or personal injury resulting from the negligence of either
          party.

13.2 Neither party will be liable to the other for any Indirect Loss or any
     related Claims or related Costs arising from any Event of Default.

13.3 In addition to any other remedy available to the Licensor, the Licensee
     shall Indemnify the Licensor, its Affiliates and its and their respective
     directors, officers and employees (each, a "LICENSOR INDEMNITEE"), from and
     against any and all Losses incurred by any Licensor Indemnitee to the
     extent resulting from, or arising out of or in connection with, any claims
     made, or suits brought, by any Person (collectively, "THIRD PARTY CLAIMS")
     against any of them that allege that the relevant claimant has suffered
     personal injury or death as a result of the use of the Product, except to
     the extent such Losses arise as a result of the negligence, fraud, wilful
     misconduct or wrongful act of the relevant Licensor Indemnitee.

13.4 Should the Licensor Indemnitee intend to claim indemnification hereunder
     from the Licensee, the Licensor shall promptly notify the Licensee in
     writing (including, to the extent quantifiable, of the Losses in respect of
     which the Licensor Indemnitee so intends to claim), and the Licensee shall
     be entitled, but not required, to assume the defence of the relevant Third
     Party Claim with counsel selected by it. The Licensor shall, and shall
     procure that any other Licensor Indemnitee shall, co-operate, in all
     reasonable respects and at the Licensee's expense, with the Licensee and
     its legal representatives in the investigation and defence of any such
     Third Party Claim and make no admission with respect thereto.

13.5 The Indemnity given pursuant to clause 13.3 shall be subject to the
     relevant Licensor Indemnitee's compliance with clause 13.4.

13.6 No Indemnity shall be payable pursuant to this clause 13 with respect to
     any settlement of any Third Party Claim if such settlement is made without
     the consent of the Licensee.

14.  GUARANTEE AND EQUITY

14.1 The Licensor shall procure that Protherics plc gives the Licensee a
     guarantee of the Licensor's performance of this agreement, in the form of
     that attached at schedule 10, which, and the contents of which, shall
     constitute Confidential Information, and clauses 10.9, 21.6, 21.7, 21.9,
     21.10, 22, and 28 of this agreement shall apply, mutatis mutandis, to that
     guarantee.

14.2 The Licensee shall enter into and perform, and the Licensor shall procure
     that Protherics plc enters into and performs, the Equity Agreement, and in
     so doing the Licensee shall, pursuant to and in accordance with the terms
     of the Equity Agreement but subject to Protherics pic's performance of its
     obligations under the Equity Agreement, pay Protherics pic L7,500,000 in
     accordance with the provisions of the Equity Agreement.

15.  MAINTENANCE AND PROSECUTION OF PATENTS

15.1 From the Effective Date, the Licensor shall use all reasonable endeavours
     to file, prosecute and maintain the Patents so as to maintain the broadest
     protection under the Patents as is reasonably practicable, without
     prejudicing any of their validity.

15.2 Where, notwithstanding clause 15.1, the Licensor reasonably determines not
     to take any step relevant to the maintenance of any Patent requested by the
     Licensee and which is beyond those necessary for its compliance with clause
     15.1, within (Confidential Treatment Requested) days of


                                       24

<PAGE>

     being requested to do so, it shall nonetheless do so if the Licensee
     Indemnifies it against the Costs of so doing, provided such step would not
     be detrimental to the reasonable interests of the Licensor or any of its
     Affiliates.

15.3 The Licensee shall use all reasonable endeavours to file, prosecute and
     maintain the Joint Patents in such manner as it reasonably considers
     appropriate to maintain the broadest protection under the Joint Patents as
     is reasonably practicable, without prejudicing any of their validity.

15.4 Each party shall, and shall cause its Affiliates to, assist and cooperate
     with the other party, as such other party may reasonably request from time
     to time in connection with its activities under clauses 15.1 to 15.3,
     including reissue and re-examination proceedings and applying for patent
     term extensions and supplementary protection certificates; shall keep the
     other party currently informed of all material steps to be taken by such
     first party pursuant to any such clause; and shall furnish the other party
     with copies of any applications for Patents or Joint Patents, as
     applicable, amendments thereto and other related correspondence to and from
     patent offices, and, to the extent reasonably practicable, permit the other
     party an opportunity to offer its comments thereon before it makes a
     submission to a patent office which could materially affect the scope or
     validity of the patent coverage that may result, and act reasonably on such
     comments.

15.5 The parties shall share equally all reasonable Costs incurred by the
     Licensee in performing its obligations pursuant to clause 15.3, provided
     that either party may refuse to pay its share thereof in one or more
     relevant countries, in which case, subject to clause 15.6, it shall
     forthwith assign, or procure the assignment, to the other party all of its
     and its Affiliates' right, title and interest in and to the relevant Joint
     Patent (or Joint Know-how proposed to be patented) and, if such refusing
     party is the Licensee, such Joint Patent or Joint Know-how shall, from such
     refusal, be excluded from the scope of the Licence and from the scope of
     clause 6.10. Following any assignment of a Joint Patent (or Joint Know-How)
     pursuant to this clause, the subject of such assignment shall, once
     assigned, no longer represent, or be defined under this agreement as, a
     Joint Patent or Joint Know-How, as the case may be.

15.6 If a party is required to assign, or procure the assignment, of a Joint
     Patent pursuant to clause 15.5, and it is not possible for it to do so,
     under relevant patent Law, without also assigning another patent or patent
     application (including rights that party has in any other Joint Patent),
     then that party shall instead grant to the other party an exclusive,
     royalty-free, irrevocable, worldwide, sub-licensable and assignable
     licence, for all uses, in respect of its, and its Affiliates', right, title
     and interest in and to the relevant Joint Patent.

15.7 Without prejudice to any liability of the Licensee, the Licensor will not
     seek damages for any breach of the Licensee's obligations pursuant to this
     clause 15 directly from any of the Licensee's Personnel, rather from the
     Licensee.

16.  ENFORCEMENT AND PROTECTION OF PATENTS AND JOINT PATENTS

16.1 From the Effective Date, in the event that either party supposes that any
     Person may be infringing any of the Patents or Joint Patents, or may be
     making unauthorised use of the Know-how or Joint Know-how, such party shall
     promptly notify the other party in writing, identifying the relevant Person
     and their alleged Infringement, or unauthorised use, and at the same time
     furnish the other party with the information upon which such determination
     is based. The Licensee shall be entitled, from the Effective Date and in
     its sole discretion and expense but after notifying the Licensor (if time
     permits), through counsel of its choosing, to take any measures it deems
     appropriate in any part of the Territory to stop such infringing, or other
     relevant, activities by such Person, and the Licensee shall reasonably
     consider any expressed views of the Licensor with respect thereto. Upon
     reasonable request by the Licensee, the Licensor shall give the Licensee
     all reasonable information and assistance in taking such measures,
     including (i) by allowing the Licensee


                                       25

<PAGE>

     access to the Licensor's relevant files and documents and to the Licensor's
     Personnel in possession of relevant information; and (ii) if necessary for
     the Licensee to prosecute any legal action, by joining in the legal action
     as a party, in each case at the Licensee's expense. In the event that the
     Licensee fails, within (Confidential Treatment Requested) days following
     such notification, or earlier notifies the Licensor in writing of its
     intent not, to take commercially appropriate measures to stop such
     infringing, or other relevant, activities by any such Person, the Licensor
     shall have the right to do so at the Licensor's expense; provided, however,
     that if the Licensee has commenced negotiations with such Person for the
     discontinuance of such infringement, or other relevant activities, within
     such (Confidential Treatment Requested) days period, the Licensee shall
     have an additional (Confidential Treatment Requested) days to conclude such
     negotiations before the Licensor may exercise such right. Upon reasonable
     request by the Licensor, the Licensee shall give the Licensor all
     reasonable information and assistance in taking such measures, including
     allowing the Licensor access to the Licensee's relevant files and documents
     and to the Licensee's Personnel in possession of relevant information, at
     the Licensor's expense.

16.2 Any amount recovered by either party after the Effective Date pursuant to
     clause 16.1, whether by settlement or judgment, shall be used first to
     reimburse the parties for their reasonable Costs in making such recovery
     (which amount shall be allocated pro rata if insufficient to cover the
     totality of such Costs), with any remainder:

     (a)  being retained by the Licensee where the action pursuant to which such
          amount was recovered was taken by the Licensee, in which case, to the
          extent attributable to lost sales, it shall be deemed Net Sales made
          in the Calendar Quarter of such recovery, for which the Licensee shall
          pay the Licensor any royalties that may be owed with respect to such
          Net Sales pursuant to clause 6.6; or

     (b)  being retained by or paid to the Licensor where the action pursuant to
          which such amount was recovered was taken by the Licensor,

     and the party which took such action will bear all payments awarded against
     or agreed to be paid by such party pursuant to such action, including any
     Costs incurred that exceed the amounts recovered by such party, provided
     that the Licensee shall have the right to deduct (Confidential Treatment
     Requested) per cent. (Confidential Treatment Requested %) of such amounts
     from the royalties and Milestones payable pursuant to clauses 6.1 and 6.6
     to the extent that, where agreed to be paid by the Licensee, such agreement
     was reasonable, subject to a maximum reduction in the royalties and
     Milestones payable in any Calendar Quarter of (Confidential Treatment
     Requested) per cent. (Confidential Treatment Requested %) of the royalties
     and Milestones otherwise then payable, with the balance being deducted from
     the royalties and Milestones payable in the subsequent Calendar Quarter(s),
     subject to such limit, until all so set off, and subject further to clause
     17.13; and any balance due at the end of the last Royalty Term to end shall
     be payable by the Licensor to the Licensee in two, equal instalments, the
     first being payable (Confidential Treatment Requested) days after the end
     of such Royalty Term and the second (Confidential Treatment Requested) days
     after the end of such Royalty Term.

16.3 From the Effective Date, if any Person asserts, as a defence or as a
     counterclaim in any action of the types referred to in clauses 16.1 or
     16.2, that any Patent or Joint Patent is invalid or unenforceable, then the
     party pursuing such action shall promptly give written notice to the other
     party. The Licensee shall, from the Effective Date and at its sole Cost,
     have the first right, but not the obligation, through counsel of its
     choosing, to respond to such defence, or defend against such counterclaim
     (as applicable), Including the right to settle or otherwise compromise such
     claim, and the Licensee shall reasonably consider any expressed views of
     the Licensor with respect thereto, and no amendment may be made to any
     Patent or Joint Patent without the Licensor's consent, not to be
     unreasonably withheld or delayed. Upon reasonable request by the Licensee,
     the Licensor shall give the Licensee all reasonable Information and
     assistance in taking such action, at the Licensee's expense. If the
     Licensee notifies the Licensor in writing that it does not wish to respond
     to such defence or defend against, or settle, such counterclaim (as
     applicable), or does


                                       26

<PAGE>

     not reasonably and properly do so within (Confidential Treatment Requested)
     days of such notice, the Licensor shall, at its sole cost and expense, have
     the right to respond to such defence or defend against such counterclaim
     (as applicable). Upon reasonable request by the Licensor, the Licensee
     shall give the Licensor all reasonable information and assistance in taking
     such action, at the Licensor's expense.

16.4 From the Effective Date, if any Person asserts, in a declaratory judgment
     action, or similar action or Claim, that any Patent or Joint Patent is
     invalid or unenforceable, then the party first becoming aware of such
     action or Claim shall promptly give written notice to the other party. The
     Licensee shall, at its sole cost and expense, have the first right, but not
     the obligation, through counsel of its choosing, to respond to such defence
     or defend against such counterclaim (as applicable), including the right to
     settle or otherwise compromise such claim, and the Licensee shall
     reasonably consider any expressed views of the Licensor with respect
     thereto, and no amendment may be made to any Patent or Joint Patent without
     the Licensor's consent, not to be unreasonably withheld or delayed. Upon
     reasonable request by the Licensee, the Licensor shall give the Licensee
     all reasonable information and assistance in taking such action, at the
     Licensee's expense. If the Licensee notifies the Licensor in writing that
     it does not wish to respond to such defence or defend against, or settle,
     such counterclaim (as applicable), or does not reasonably and properly do
     so within (Confidential Treatment Requested) days of such notice, the
     Licensor shall, at its sole cost and expense, have the right to respond to
     such defence or defend against such counterclaim (as applicable). Upon
     reasonable request by the Licensor, the Licensee shall give the Licensor
     all reasonable information and assistance in taking such action, at the
     Licensor's expense.

16.5 The party which responds to the defence pursuant to clauses 16.3 or 16.4
     will bear all payments awarded against it or agreed to be paid by such
     party pursuant to such action, including any Costs incurred that exceed the
     amounts recovered by such party, provided that the Licensee shall have the
     right to deduct (Confidential Treatment Requested) per cent. (Confidential
     Treatment Requested %) of such amounts from the royalties and Milestones
     payable pursuant to clauses 6.1 and 6.6, to the extent that, where agreed
     to be paid by the Licensee, such agreement was reasonable, subject to a
     maximum reduction in the royalties and Milestones payable in the Calendar
     Quarter in which such amounts are paid by the Licensee of (Confidential
     Treatment Requested) per cent (Confidential Treatment Requested %) of the
     royalties and Milestones otherwise then payable, with the balance being
     deducted from the royalties and Milestones payable in the subsequent
     Calendar Quarter(s), subject to such limit, until all so set off; and any
     balance due at the end of the last Royalty Term to end shall be payable by
     the Licensor to the Licensee in two, equal instalments, the first being
     payable (Confidential Treatment Requested) days after the end of such
     Royalty Term and the second (Confidential Treatment Requested) days after
     the end of such Royalty Term.

16.6 In the event that the Licensor has granted a licence under any Patent to
     any Person other than the Licensee (an "ADDITIONAL LICENSEE"), then, in
     connection with any activities of the types referred to in clauses 16.1,
     16.3 or 16.4, the Additional Licensee may join any proceedings concerning
     any Patent voluntarily, subject always to the Licensee's, or Licensor's, as
     applicable, right to decide the conduct of such proceedings. Any such
     joining of proceedings shall be at the Additional Licensee's cost and
     expense. The Additional Licensee shall have the right independently to
     retain legal counsel and consultants at its sole cost and expense and,
     subject to the agreement of the relevant court, will have the right to be
     heard In such proceedings if it so wishes. The Licensee shall not have the
     right to enter into any settlement or consent to any claim to the effect
     that the patent protection offered under any part of any relevant Patent
     would be materially negatively affected, without the consent of the
     Additional Licensee, such consent not to be unreasonably withheld.

16.7 The Licensor and Licensee will not grant any Person any right under any
     Patent and/or the Know-how which would contravene, violate or otherwise
     conflict with the other party's rights stated in this clause 16, and each
     party will procure any Person granted any right


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<PAGE>

     under any Patent and/or Know-how to be bound to comply with what is stated
     in this clause 16 as it relates to a Party's Affiliate, licensee or
     sub-licensee.

17.  ALLEGED THIRD PARTY RIGHTS

17.1 If, following the Effective Date and in the opinion of the Licensee, the
     Exploitation of the Products by the Licensee, its Affiliates or any
     Sub-licensee or Distributor, or the manufacture of the Product by the
     Licensor under the MSA, infringes any Intellectual Property of a Third
     Party, and the Licensee, its relevant Affiliate or the relevant
     Sub-licensee or Distributor cannot Exploit the Product without infringing
     such Intellectual Property of such Third Party, the Licensee shall have the
     first right, but not the obligation, through counsel of its choosing, to
     negotiate and obtain a licence from such Third Party as is necessary to
     enable such Exploitation, provided that the Licensee shall fully involve
     the Licensor in any such negotiations where the Licensee's opinion relates
     to the manufacture of the Product by the Licensor.

17.2 The Licensee shall provide to the Licensor a copy of the terms of any
     licence of the type referred to in clause 17.1, which the Licensee proposes
     to obtain from a Third Party, before so taking, or committing to take, it.
     The Licensor shall have (Confidential Treatment Requested) days following
     receipt of such proposed terms to approve or disapprove the same, such
     approval not to be unreasonably withheld, taking into account, without
     limitation, the likelihood of the relevant Third Party agreeing to other
     terms, and if the Licensor does not so reply within such period, it shall
     be deemed to have given its approval.

17.3 If the Licensor does not approve any licence of the type referred to in
     clause 17.1, it must provide to the Licensee details explaining why its
     approval has been withheld, including proposals to resolve its relevant
     concerns. The parties shall meet, within (Confidential Treatment Requested)
     days following the Licensee's receipt of such details, at the Licensee's,
     and/or its Affiliates', offices, to discuss in good faith the Licensor's
     concerns and the likelihood, and means, of resolving such concerns with the
     relevant Third Party. If the parties, acting in good faith, are unable to
     reach agreement upon the matter within a further (Confidential Treatment
     Requested) days, then the matter shall be referred to a Patent Expert
     appointed by agreement by the parties or, in default of agreement on such
     appointment within (Confidential Treatment Requested) days of the referral,
     on the application of either party, by the President for the time being of
     the Licensing Executive Society, Britain & Ireland or his duly appointed
     deputy.

17.4 In determining any matter referred to him, the Patent Expert will act as an
     expert and not as an arbitrator and his decision will (in the absence of
     manifest error (and the parties shall require the Patent Expert to give
     reasons for his determination)) be final and binding on the parties,
     provided that the Patent Expert shall be charged to determine only:

     (a)  the necessity of the relevant proposed licence for the Licensee's, or
          relevant Affiliate's, Sub-licensee's or Distributor's, Exploitation of
          the Product further to this agreement;

     (b)  whether the terms thereof, including as to payments thereunder and
          therefor, are reasonable, in the circumstances, for an arm's length
          licence of the relevant Intellectual Property, unconnected with any
          other agreement, arrangement or understanding, including for the
          disposal of, or other dealing with respect to, or the provision of,
          any good or service; and

     (c)  if the Patent Expert concludes that such terms are not reasonable,
          what, in the Patent Expert's opinion, would be reasonable terms.

17.5 If the Patent Expert determines that, for the purposes of clause 17.4, the
     terms of the relevant proposed licence are so necessary and reasonable, the
     Licensor shall be deemed to have confirmed its approval of such terms upon
     such determination, notwithstanding its previous withholding thereof, and
     the Licensee may enter into the proposed licence on the


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<PAGE>

     approved terms. If the Patent Expert determines that the terms of the
     relevant proposed licence are unnecessary and/or unreasonable, the Licensee
     may nevertheless enter into the proposed licence and, in that event, the
     provisions of clause 17.88 shall apply.

17.6 The Costs of the Patent Expert will be borne by the Licensor and the
     Licensee in the proportions he may direct or, in the absence of direction,
     equally by the Licensor and the Licensee.

17.7 Subject to any Law, or any provision of any contract or arrangement entered
     into before signature to the contrary, the parties will afford, as soon as
     reasonably practicable upon request, to the other and their respective
     agents and to the Patent Expert all facilities and access to their
     respective premises, books, accounts, records, returns and other documents,
     in any form or medium, as may be in their respective possession or under
     their respective control and as may be required or sought by the Patent
     Expert to make his determination.

17.8 (A)  If the Licensor approves, or is deemed to approve, pursuant to clauses
          17.2, 17.3 or 17.5, the taking of any licence of the type referred to
          in this clause 17, and such licence requires the Licensee to pay
          royalties or other payments to the Third Party licensor thereof, then
          the following provisions shall apply:

     (a)  (Confidential Treatment Requested)

     (b)  (Confidential Treatment Requested)

     provided that, subject to clause 17.13, the royalties and Milestones
     payable at the end of any Calendar Quarter shall be reduced by no more than
     (Confidential Treatment Requested) per cent. (Confidential Treatment
     Requested %) of the royalties and Milestones otherwise then payable, with
     the balance being deducted from the royalties and Milestones payable at the
     end of the subsequent Calendar Quarter(s), subject to such limit, until all
     so set off; and any balance due at the end of the last Royalty Term to end
     shall be payable by the Licensor to the Licensee in two, equal instalments,
     the first being payable (Confidential Treatment Requested), days after the
     end of such Royalty Term and the second (Confidential Treatment
     Requested), days after the end of such Royalty Term.

     (B)  If the Patent Expert determines that the terms of the relevant
          proposed licence are not reasonable, and the Licensee nevertheless
          enters into such licence and such licence requires the Licensee to pay
          royalties or other payments to the Third Party licensor thereof, then
          the following provisions shall apply:

     (c)  (Confidential Treatment Requested)

     (d)  (Confidential Treatment Requested)


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<PAGE>

     provided that, subject to clause 17.13, the royalties and Milestones
     payable at the end of any Calendar Quarter shall be reduced by no more than
     (Confidential Treatment Requested) per cent. (Confidential Treatment
     Requested %) of the royalties and Milestones otherwise then payable, with
     the balance being deducted from the royalties and Milestones payable at the
     end of the subsequent Calendar Quarter(s), subject to such limit, until all
     so set off; and any balance due at the end of the last Royalty Term to end
     shall be payable by the Licensor to the Licensee in two, equal instalments,
     the first being payable (Confidential Treatment Requested) days after the
     end of such Royalty Term and the second (Confidential Treatment Requested)
     days after the end of such Royalty Term.

17.9 In the event of any actual or threatened suit by a Third Party against the
     Licensor, the Licensee, any of their Affiliates, any Sub-licensee, any
     Distributor or any Additional Licensee alleging that their use of the
     technology claimed by the Patents and the Know-how in Exploiting the
     Product infringes the Intellectual Property of any Person (an "INFRINGEMENT
     SUIT"), the party first becoming aware of such Infringement Suit shall
     promptly give written notice to the other party and the following shall
     apply:

     (a)  the Licensee shall have the first right, but not the obligation,
          through counsel of its choosing, to assume direction and control of
          the defence of claims arising therefrom (including the right to settle
          such claims at its sole discretion) and the Licensor will provide the
          Licensee with all reasonable assistance requested by the Licensee in
          connection with the Infringement Suit, at the Licensee's cost,
          including allowing the Licensee reasonable access to the Licensor's
          (and its relevant Affiliates' and Additional Licensees') relevant
          files and documents and to the Licensor's (and its relevant
          Affiliates' and Additional Licensees') Personnel who are in possession
          of relevant information; and

     (b)  if the Licensee notifies the Licensor in writing that it does not wish
          to assume such direction and control, or does not notify the Licensor
          within thirty (30) days of the earlier of its having notified the
          Licensor of the matter and of being notified of the matter by the
          Licensor, the Licensor shall have the right, but not the obligation
          to, at its sole cost and expense, defend against such claims, and the
          Licensee will provide the Licensor with all reasonable assistance
          requested by the Licensor in connection with the Infringement Suit, at
          the Licensor's cost, including allowing the Licensor reasonable access
          to the Licensee's (and its relevant Affiliates', Sub-licensees' and
          Distributors') relevant files and documents and to the Licensee's (and
          its relevant Affiliates', Sub-licensees' and Distributors') Personnel
          who are in possession of relevant information,

     and each party shall ensure the co-operation of all relevant Affiliates,
     Sub-licensees, Distributors and Additional Licensees with the foregoing
     provisions of this clause 17.9.

17.10 The following amounts shall be deducted from the royalties and Milestones
     payable by the Licensee under clauses 6.1 and 6.6:

     (a)  (Confidential Treatment Requested)

     (b)  (Confidential Treatment Requested)

     (c)  (Confidential Treatment Requested)


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<PAGE>

     (d)  (Confidential Treatment Requested)

17.11 The Licensor shall be entitled to recover from the Licensee (Confidential
     Treatment Requested) per cent. (Confidential Treatment Requested) % of
     all:

     (a)  reasonable Costs, including Indirect Taxes, if applicable, reasonably
          incurred by the Licensor in defending, or otherwise dealing with, an
          Infringement Suit; and

     (b)  damages, Costs, royalties or other payments awarded against, or agreed
          to be paid, and actually paid (to the extent that, where agreed to be
          paid by it, such agreement was reasonable) by, the Licensor further to
          an Infringement Suit,

     such sums to be payable in two, equal instalments, the first being payable
     by the Licensee to the Licensor (Confidential Treatment Requested) days
     after judgment in, or settlement of, the relevant Infringement Suit and the
     second (Confidential Treatment Requested) days after such judgment or
     settlement.

17.12 Subject to clause 17.13, where royalties or Milestones payable hereunder
     are to be reduced pursuant to clause 17.10 such royalties or Milestones
     shall be reduced, with effect from the Calendar Quarter in which they
     become liable to be reduced pursuant to clause 17.10, by a maximum of
     (Confidential Treatment Requested) per cent. (Confidential Treatment
     Requested)% of the royalties or Milestones otherwise payable in such
     Calendar Quarter, with the balance being deducted from the royalties or
     Milestones payable in the subsequent Calendar Quarter(s), subject to such
     limit, until all so set off, and any balance due at the end of the last
     Royalty Term to end shall be payable by the Licensor to the Licensee in
     two, equal instalments, the first being payable (Confidential Treatment
     Requested) days after the end of such Royalty Term and the second
     (Confidential Treatment Requested) days after the end of such Royalty Term.

17.13 Royalties and Milestones may be reduced concurrently pursuant to clauses
     16.2, 16.5, 17.8 and 17.10, provided that the royalties and Milestones due
     in any Calendar Quarter shall be reduced thereby by no more a maximum of
     (Confidential Treatment Requested) per cent. (Confidential Treatment
     Requested) % of the royalties or Milestones otherwise payable in such
     Calendar Quarter if no such clause applied, with the balance of any
     deductions to be made being deducted from the royalties or Milestones
     payable in the subsequent Calendar Quarter(s), subject to such limit, until
     all so set off, and any balance due at the end of the last Royalty Term to
     end shall be payable by the Licensor to the Licensee in two, equal
     instalments, the first being payable (Confidential Treatment Requested)
     days after the end of such Royalty Term and the second (Confidential
     Treatment Requested) days after the end of such Royalty Term.

18.  SALES-BASED ROYALTY ADJUSTMENTS

18.1 Subject to clause 18.3, if any Non-Licensee Derived Product is sold in any
     country in the Territory, and the number of patient-treatment courses of
     such Non-Licensee Derived Product so sold exceeds (Confidential Treatment
     Requested) per cent. (Confidential Treatment Requested) % of the aggregate
     number of patient-treatment courses of the Product sold by, or on behalf
     of, the Licensee or any Manufacturing Sub-licensee (including by a
     Distributor) in the same Calendar Quarter in such country, as reported by
     IMS (or its successor from time to time), or an equivalent reputable data
     reporting organisation in the relevant country, then, for the purposes of
     calculating the royalties due pursuant to clause 6.6 in respect of that
     Calendar Quarter, (Confidential Treatment Requested) per cent,
     (Confidential Treatment Requested) % of the Net Sales in such country shall
     be disregarded.

18.2 Subject to clause 18.3, if any Non-Licensee Derived Product is sold in any
     country in the Territory, and the number of patient-treatment courses of
     such Non-Licensee Derived. Product so sold exceeds (Confidential Treatment
     Requested) per cent. (Confidential Treatment Requested) % of the aggregate
     number of patient-treatment courses of the Product sold by, or on behalf
     of, the Licensee or any


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<PAGE>

     Manufacturing Sub-licensee (including by a Distributor) in the same
     Calendar Quarter in such country, as reported by IMS (or its successor from
     time to time), or an equivalent, reputable data reporting organisation in
     the relevant country, then, for the purposes of calculating the royalties
     due pursuant to clause 6.6 in respect of that Calendar Quarter,
     (Confidential Treatment Requested) of the Net Sales in such country shall
     be disregarded.

18.3 In any given Calendar Quarter, Net Sales may only be disregarded, for the
     purposes of calculating the royalties due pursuant to clause 6.6 with
     respect to Net Sales in any country of the Territory, by the operation of
     either clause 18.1 or clause 18.2. and such clauses shall not operate in
     combination to disregard more than (Confidential Treatment Requested), of
     the Net Sales, respectively, in any country in the Territory in any given
     Calendar Quarter.

18.4 If any Non-Licensee Derived Product is sold in any country in the
     Territory, and the number of patient-treatment courses of such Non-Licensee
     Derived Product so sold exceeds (Confidential Treatment Requested) of the
     aggregate number of patient-treatment courses of the Product sold by, or on
     behalf of, the Licensee or any Manufacturing Sub-licensee (including by a
     Distributor) in the same Calendar Quarter in such country, as reported by
     IMS (or its successor from time to time), then the Licensee shall have the
     right to withdraw the Product from sale in such country, but such
     withdrawal shall not constitute a termination of this agreement with
     respect to such country.

18.5 Clauses 18.1 and 18.2 shall, without limitation, apply to Non-Licensee
     Derived Product Exploited pursuant to any compulsory licence which the
     Licensor is required by Law to grant to any Third Party.

18.6 In every one of the first ten (10) Years in which royalties are payable
     pursuant to clause 6.6, the Licensee shall deduct from the royalties
     payable in each Calendar Quarter the sum of (Confidential Treatment
     Requested) and if the amount of the deduction exceeds the total amount of
     royalties payable, the balance shall be deducted, on such basis, from the
     royalties payable in subsequent Calendar Quarter(s) until all so set off,
     provided that any balance due at the end of the last Royalty Term to end
     shall be payable by the Licensor to the Licensee in two, equal instalments,
     the first being payable (Confidential Treatment Requested) days after the
     end of such Royalty Term and the second (Confidential Treatment Requested)
     days after the end of such Royalty Term. Any royalty deductions pursuant to
     this clause shall be applied after the deductions made pursuant to clauses
     16.2, 16.5, 17.8 or 17.10.

19.  TERM AND TERMINATION

19.1 This agreement shall become effective as of the Effective Date and shall
     remain in force until terminated in accordance herewith.

19.2 The Licensee may, at any time, terminate this agreement by giving not less
     than ninety (90) days' notice to the Licensor but may not terminate this
     agreement in part only.

19.3 If either party (the "BREACHING PARTY") is in material breach of this
     agreement, in addition to any other right or remedy the other party (the
     "COMPLAINING PARTY") may have, the Complaining Party may terminate this
     agreement in its entirety by (Confidential Treatment Requested) days prior
     written notice (the "NOTICE PERIOD") to the Breaching Party, specifying the
     breach and its claim of having a right to terminate this agreement,
     provided that:

     (a)  the termination shall not become effective at the end of the Notice
          Period if the Breaching Party cures the breach complained about during
          the Notice Period (or, if such breach cannot be cured within the
          Notice Period, the Breaching Party takes reasonable steps towards
          rectifying the breach and thereafter diligently pursues such steps);
          and


                                       32

<PAGE>

     (b)  if the Licensee is the party in material breach and the breach is with
          respect to the Licensee's failure to comply with its obligation under
          clause 5.3, the provisions of clause 5.7, and not this clause 19.3,
          shall apply.

19.4 For the purposes of clause 19.3:

     (a)  a "MATERIAL BREACH" means a breach (including an anticipatory breach)
          which is serious in the widest sense of having a serious effect on the
          benefit which the innocent party would otherwise derive from this
          agreement in accordance with its terms;

     (b)  without prejudice to the generality of the foregoing, any late payment
          of monies less than (Confidential Treatment Requested) pounds L
          (Confidential Treatment Requested) due hereunder shall not be a
          material breach of this agreement; and

     (c)  any late payment of the Manufacturing and Supply Fees shall not be a
          material breach of this agreement.

19.5 The Licensor may terminate this agreement immediately by notice to the
     Licensee, if:

     (a)  the Licensee, or any Person which Controls the Licensee, has a
          receiver or an administrative receiver or administrator appointed of
          the whole, or any part, of its undertaking or assets, or has an
          officer appointed to perform a function analogous to that of any such
          officer, or enters into any composition with its creditors;

     (b)  an order is made, or a resolution passed for winding-up of the
          Licensee, or any Person which Controls the Licensee, or the Licensee,
          or any such other Person, enters administration (as such term is
          defined in schedule B1 of the Insolvency Act 1986) unless such order
          or resolution or other appointment is part of a scheme of solvent
          reconstruction of the Licensee;

     (c)  the Licensee directly or indirectly opposes or assists any Third
          Party, or any of the Licensee's Affiliates, to oppose the grant of any
          Patent, provided that:

          (i)  this provision will not apply to any Patent in which a Law would
               be contravened by application of this provision; and

          (ii) the Licensor will not serve a notice under this provision without
               first giving the Licensee a reasonable opportunity to discuss
               with the Licensor whether such termination would contravene such
               a Law; or

     (d)  the equivalent, in any jurisdiction, of any of the matters specified
          in clause 19.5(b) occurs.

19.6 The Licensee may terminate this agreement immediately by notice to the
     Licensor if:

     (a)  Protherics has a receiver or an administrative receiver or
          administrator appointed of the whole, or any part, of its undertaking
          or assets, or has an officer appointed to perform a function analogous
          to that of any such officer, or enters into any composition with its
          creditors;

     (b)  an order is made, or a resolution passed for winding-up of Protherics
          or Protherics enters administration (as such term is defined in
          schedule B1 of the Insolvency Act 1986) unless such order or
          resolution or other appointment is part of a scheme of solvent
          reconstruction of Protherics; or

     (c)  Protherics Inc (i) shall file a petition in bankruptcy, (ii) be
          adjudicated insolvent or bankrupt, petitions or applies to any
          tribunal for any receiver of or any trustee for itself or any
          substantial part of its assets, (iii) commences any proceeding
          relating


                                       33

<PAGE>

          to itself under any reorganisation, arrangement, readjustment of debt,
          dissolution or liquidation law or statute of any jurisdiction, or any
          such proceeding is commenced against Protherics Inc and such
          proceeding remains undismissed for a period of sixty (60) days, or
          (iv) makes an assignment for the benefit of creditors.

19.7 Either party may terminate this agreement on notice to the other if the
     Effective Date has not occurred by 1 March 2006.

20.  CONSEQUENCES OF TERMINATION

20.1 In the event of termination of this agreement by the Licensee pursuant to
     clause 19.2, or by the Licensor pursuant to clauses 5.7, 19.3 or 19.5:

     (a)  all rights and licences granted to the Licensee under this agreement
          shall immediately terminate;

     (b)  the Licensee shall use all reasonable endeavours to return, and
          expunge from any database stored in any electronic, digital or similar
          format, all Know-how, Copyright Materials and all data, files, records
          and other materials in its control, or that of any of its Affiliates
          or of any Sub-licensee or Distributor, containing or comprising the
          Licensor's Confidential Information (except one copy of which may be
          retained solely for archival purposes), and shall no longer be
          entitled to make, or continue to permit, any use thereof, other than
          as required by Law;

     (c)  the Licensee shall deliver to the Licensor a copy of any and all
          records, in whatever form, in the control of the Licensee or any of
          its Affiliates or of any Sub-licensee (and shall use its reasonable
          endeavours to do the same with respect to the Distributors), with
          respect to the Product which may be necessary or reasonably useful to
          enable the Licensor to continue the development of the Product and to
          commercialise or otherwise Exploit it (collectively, the "LICENSEE
          PRODUCT DATA"), which the Licensor shall be permitted to use in its
          discretion to such ends, and likewise to permit Third Parties to use;

     (d)  the Licensee shall assign, or procure the assignment to the Licensor,
          forthwith, of all right, title and interest in all Regulatory
          Documentation, at termination or thereafter, and any Joint Patents and
          Joint Know-how not already vested in the Licensor or any of the
          Licensor's Affiliates, which, and the technology claimed by which,
          Licensor shall thereafter be free to use;

     (e)  the Licensee shall, to the extent permitted by Law, assign and deliver
          to the Licensor all Regulatory Documentation (including price
          approvals, if applicable), and all applications therefor and all
          documentation relevant thereto, which might reasonably be needed to
          continue the process of applying for, or for maintaining, the same,
          provided that the Licensor shall Indemnify the Licensee, its
          Affiliates and any Sub-licensees or Distributors from any Losses with
          respect to its use of the Licensee Product Data or Exploitation of the
          Product further to such Regulatory Documentation, save to the extent
          such Losses arise as a result of the negligence, fraud, wilful
          misconduct or wrongful act of the Licensee, its Affiliates or any
          Sublicensee or Distributor, and the provisions of clauses 13.4 to 13.6
          shall apply, mutatis mutandis, to this indemnity;

     (f)  the Licensee shall grant the Licensor the right to elect, on written
          notice to the Licensee at any time during a period of sixty (60) days
          from Termination, to take a non-exclusive, royalty-free, perpetual,
          irrevocable, sub-licensable and assignable licence from the Licensee,
          or its relevant Affiliate, under the Grant-Back Patents to Exploit the
          Product in the Field of Use, in each case throughout the Territory;


                                       34

<PAGE>

     (g)  do such things as the Licensor may reasonably require, from time to
          time, to give effect to the foregoing provisions of this clause 20.1.

20.2 In the event of termination of this Agreement by the Licensee pursuant to
     clauses 19.3 or 19.6, the Licensor shall:

     (a)  use all reasonable endeavours to return, and expunge from any database
          stored in any electronic, digital or similar format, all data, files,
          records and other materials in its possession or control relating to
          the use of Product in the Field of Use containing or comprising the
          Licensee's Confidential Information relevant thereto (except one copy
          of which may be retained by the Licensor solely for archival or
          regulatory purposes);

     (b)  assign, or procure the assignment to the Licensee, forthwith, of all
          right title and interest in any Joint Patents and Joint Know-how not
          already vested in the Licensee or any of the Licensee's Affiliates
          which, and the technology claimed by which, Licensee shall thereafter
          be free to use; and

     (c)  do all such things as the Licensee may reasonably require, from time
          to time, to give effect to the foregoing provisions of this clause
          20.2,

     and the Licence, and the provisions of clauses 3, 4 and 11, shall
     thereafter continue in perpetuity and the Licence shall be fully paid up
     and the Licensee shall have no further payment obligations pursuant to
     clauses 6.1 or 6.6.

20.3 If, prior to the end of the last Royalty Term to end, the Licensee
     terminates this agreement pursuant to clause 19.2 other than for any
     Technical Reason, the Licensee shall, within sixty (60) days of being
     requested to do so, reimburse to the Licensor the value of all Remaining
     Stock subsequently written off by the Licensor within ninety (90) days
     following Termination.

20.4 All royalties and other sums which have accrued prior to Termination, but
     remain unpaid at Termination, shall be due ninety (90) days after
     Termination.

20.5 Subject to clause 5.9, the termination of this agreement by either party
     shall in no way affect or limit such party's right to claim against the
     other party for any damages arising out of the breach of this agreement.

20.6 The termination of this agreement shall not relieve either party from
     performing any obligations accrued prior to Termination and, save as
     provided in clause 5.9, shall be without prejudice to any rights of either
     party against the other which may have accrued up to the date of
     Termination.

20.7 The relevant party's rights and obligations pursuant to clauses 1, 2.5,
     3.5, 5.9, 6 (to the extent relevant to the Licensee's accounting for,
     paying and verifying details of royalties due), 8.2, 8.3, 9, 10, 13, 16.2,
     16.5, 17.8, 17.10, 17.11, 17.12, 17.13, 18.6, 20, 21, 22 and 28 shall
     survive Termination.

20.8 From, and notwithstanding, Termination, the Licensee shall be entitled,
     during the following one hundred and eighty (180) days, to finish any
     work-in-progress and to sell any inventory of the Product that remains on
     hand at Termination, so long as the Licensee pays royalties applicable to
     said subsequent sales in accordance with these terms and otherwise
     continues to comply with these terms to the extent applicable.

20.9 All rights and licences granted under or pursuant to this agreement by the
     Licensor are, and shall otherwise be deemed to be, for purposes of Section
     365(n) of the U.S. Bankruptcy Code or analogous provisions of applicable
     Laws outside the United States, licences of right to "intellectual
     property" as defined under Section 101 of the U.S. Bankruptcy Code or
     analogous provisions of applicable Law outside the United States, and


                                       35

<PAGE>

     the Licensee, as licensee of such rights under this agreement, shall retain
     and may fully exercise all of its rights and elections under the U.S.
     Bankruptcy Code or any other provisions of such other Laws that provide
     similar protection for such intellectual property. In the event of the
     commencement of a bankruptcy proceeding by or against the Licensor under
     the U.S. Bankruptcy Code, or any analogous provisions of applicable Laws
     outside the United States, the Licensee shall be entitled to a complete
     duplicate of (or complete access to, as appropriate) any such intellectual
     property and all embodiments of such intellectual property, which, if not
     already in its possession, shall be promptly delivered to it upon its
     written request.

21.  MISCELLANEOUS

21.1 Neither party may assign its rights or, except as provided in clause 3,
     sub-license this agreement, whether by operation of Law or otherwise, in
     whole or in part, without the prior written consent of the other party,
     which consent shall not be unreasonably withheld or delayed, except that
     the Licensee shall always have the right, without such consent:

     (a)  to perform any or all of its obligations, and exercise any or all of
          its rights, under this agreement through any Affiliates, Sub-licensees
          or Distributors, as provided for herein; and

     (b)  to assign any or all of its rights, and delegate any or all of its
          obligations, hereunder to any of its Affiliates or to any successor in
          interest (whether by merger, acquisition, asset purchase or otherwise)
          to all or substantially all of the business to which this agreement
          relates, provided that the Licensee shall provide written notice to
          Licensor within thirty (30) days after any such assignment or
          delegation,

     provided always that the Licensee shall remain fully liable for the
     performance of this agreement notwithstanding any such sub-licensing,
     assignment, delegation or otherwise.

21.2 Except in the case of fraud or fraudulent concealment:

     (a)  the Entire Agreement constitutes the entire and only agreement between
          the parties relating to the subject matter of the Entire Agreement;

     (b)  neither party has been induced to enter into the Entire Agreement in
          reliance on, nor has it been given, any representation or other
          statement of any nature whatsoever other than those set out in the
          Entire Agreement; and

     (c)  subject to clause 5.9, the only remedies available to either party in
          respect of the Entire Agreement are damages for breach of Entire
          Agreement and neither party may rescind or terminate the Entire
          Agreement for any reason whatsoever, except as specified in clauses 5
          and 19.

21.3 This agreement may be varied only by a document signed by Protherics,
     Protherics Inc and the Licensee. Notwithstanding that other Persons may
     have rights under this agreement, pursuant to the Contracts (Rights of
     Third Parties) Act 1999 or otherwise, Protherics, Protherics Inc and the
     Licensee may amend this agreement in any way which affects those rights
     without the consent of such other Persons.

21.4 No breach of any of these terms will be waived or discharged, except with
     the express consent of the parties.

21.5 No failure or delay by a party to exercise any of its rights under this
     agreement will operate as a waiver of it or them and no single or partial
     exercise of any such right will prevent any other or further exercise of
     that or any other right.


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<PAGE>

21.6 If any of these terms is or becomes (whether or not following any judgment
     or otherwise) invalid, illegal or unenforceable in any respect under the
     Law of any jurisdiction:

     (a)  the validity, legality and enforceability under the Law of that
          jurisdiction of any other provision; and

     (b)  the validity, legality and enforceability under the Law of any other
          jurisdiction of that or any other provision,

     will not be affected or impaired in any way as a result.

21.7 In the circumstances set out in clause 21.6, the parties will meet to
     discuss the void and unenforceable provision and will substitute a lawful
     and enforceable provision which, so far as possible, results in the same
     economic effects.

21.8 The rights and remedies provided in this agreement are cumulative and not
     exclusive of any rights or remedies provided by Law or in equity.

21.9 The Contracts (Rights of Third Parties) Act 1999 will not apply to this
     agreement and no rights or benefits expressly or impliedly conferred by it
     will be enforceable under that Act against the parties to it by any other
     Person, except for rights and benefits conferred on any Affiliate of any
     party.

21.10 Each party will bear its own Costs connected with the negotiations,
     preparation and implementation of this agreement.

21.11 Nothing in this agreement will create a partnership or joint venture
     between the parties and, except as expressly provided in this agreement,
     neither party will enter into or have authority to enter into any
     engagement or make representation or warranty on behalf of or pledge the
     credit of or otherwise bind or oblige the other party, it being intended
     that each party will remain an independent contractor.

21.12 Neither party will be liable for any debts, torts or contracts of the
     other party.

21.13 (Confidential Treatment Requested)

21.14 The Force Majeure Party shall, as soon as reasonably practicable after the
     occurrence of a Force Majeure event, give notice in writing to the other
     party specifying the nature and extent of such Force Majeure event, its
     anticipated duration and any action being taken to avoid or minimize its
     effect. Subject to providing such notice, and to clause 21.15, the Force
     Majeure Party shall not be liable for delay in performance or for
     non-performance of its obligations under this agreement, in whole or in
     part, nor shall the other party have the right to terminate this agreement,
     except as otherwise provided in this agreement, to the extent that the
     non-performance or delay in performance has resulted from such Force
     Majeure event. The suspension of performance allowed hereunder shall be of
     no greater scope, and no longer duration, than is reasonably required.

21.15 The Force Majeure Party shall use reasonable endeavours to:

     (a)  resolve any Force Majeure event affecting it; or

     (b)  find a solution by which this agreement may be performed despite the
          continuation of the event of Force Majeure,

     in either case as quickly as reasonably practicable.


                                      37
<PAGE>

21.16 The parties shall each, within five (5) Business Days after signature,
     file or cause to be filed with the U.S. Federal Trade Commission and the
     U.S. Department of Justice any notifications required to be filed under the
     HSR Act with respect to the transactions contemplated hereby. The parties
     shall use reasonable efforts to respond promptly to any requests for
     additional information made by either of such agencies and to cause the
     waiting period under the HSR Act to terminate at the earliest possible date
     after the date of filing. Notwithstanding anything in this agreement to the
     contrary, this agreement (other than clauses 1 and 19.7 and this clause
     21.16) shall not become effective until the expiration or earlier
     termination of the waiting period under the HSR Act.

21.17 This agreement may be executed in three (3) counterparts, each of which
     shall be deemed an original but all of which together shall constitute one
     and the same instrument.

22.  NOTICES

22.1 Any communication, including any notice, given under or in connection with
     this agreement, will be in writing and will be delivered personally or sent
     by pre-paid first class post (air mail if posted to or from a place outside
     the United Kingdom) to the address of the intended recipient stated above
     or sent by fax in the case of the Licensor to +1(615) 320 1212 and to
     +44(0) 1239 858 800, marked for the attention of the Company Secretary, and
     in the case of the Licensee, to +353 1 609 7155, marked for the attention
     of the Chief Financial Officer, with a copy to +44 (0)1625 585 618, marked
     for the attention of the Assistant General Counsel.

22.2 All communications sent to the Licensor shall be copied, at the same time,
     by post or fax, as applicable, to Protherics plc, Fourth Floor, 3 Creed
     Court, 5 Ludgate Hill, London EC4M 7AA (fax number: +44 (0)20 329 5924).

22.3 Any such communication will be deemed to have been duly given or made as
     follows:

     (a)  if personally delivered, upon delivery at the address of the relevant
          party;

     (b)  if sent by first class post, two (2) Business Days after the date of
          posting;

     (c)  if sent by air mail, seven (7) Business Days after the date of
          posting; and

     (d)  if sent by fax, when despatched;

     provided that if, in accordance with the above provision, any such
     communication would otherwise be deemed to be given or made outside normal
     working hours in the time zone of the recipient, such notice, demand or
     other communication will be deemed to be given or made at the start of
     normal working hours on the next Business Day in that time zone.

23.  STEERING COMMITTEE

23.1 Within thirty (30) days following the Effective Date the parties shall
     establish the Steering Committee.

23.2 The membership of the Steering Committee shall be comprised of two
     representatives of each party.

23.3 Each party may, from time to time, replace those members appointed by it to
     the Steering Committee at will and upon notice to the other party.

23.4 Each party shall ensure that the members of the Steering Committee
     appointed by it, and present on the Steering Committee, are at all times
     suitably skilled, willing, available and qualified to undertake their roles
     as members thereof, as such roles may change over time, and shall remove
     from the Steering Committee, and promptly replace, any of them


                                       38

<PAGE>

     who is not, or otherwise provide them with such training or other
     assistance as may be required such that they are so skilled, willing,
     available and qualified as soon as reasonably practicable.

23.5 Notwithstanding clause 23.4, if the members of the Steering Committee
     reasonably object to the inclusion in the membership of the Steering
     Committee of any person, they may remove him with immediate effect if a
     majority of the members decide that he/she should be removed.

23.6 The Steering Committee shall be responsible for overseeing the general
     working relationships under this agreement and the performance of the
     Process, Manufacturing and Supply Committee. In particular, the
     responsibilities of the Steering Committee shall include:

     (a)  Resolving disputes arising from: (i) the Process, Manufacturing and
          Supply Committee; and (ii) matters which are specifically expressed in
          the MSA to be subject to resolution by the Steering Committee;

     (b)  Appointing additional committees and/or working groups from time to
          time as may be agreed by the Steering Committee as necessary to
          facilitate the working of this agreement;

     (c)  Maintaining a good working relationship between the parties and
          providing guidance to the Alliance Managers on their respective roles
          and actions under this agreement; and

     (d)  Any other matters which this agreement requires to be resolved or
          managed by the Steering Committee.

23.7 The Steering Committee shall meet where and when it determines, provided
     that:

     (a)  each of its meetings shall be at a location reasonably accessible to
          all its members;

     (b)  its members shall be entitled to attend its meetings by telephone and
          that suitable telephone facilities are present at its meetings to
          enable this;

     (c)  it shall meet no less than once every six (6) months, the first
          meeting to be within six (6) months of the Effective Date, and
          otherwise within a reasonable time to determine any matter referred to
          it; and

     (d)  it shall meet on no less than two (2) weeks' notice to all its members
          sent to each member in such manner as he/she may have reasonably
          specified or otherwise by fax or first class post (and for these
          purposes the provisions of clause 22.3 shall apply mutadis mutandis).

23.8 The Steering Committee shall discharge its functions set out in clause 23.6
     in such manner as it reasonably sees fit. All decisions shall be made by
     vote of the Steering Committee members, if quorate, with each of Protherics
     and the Licensee having one vote. The Licensee shall have a casting vote.

23.9 The Steering Committee shall determine its own quorum, provided that this
     shall always include at least one representative of each of Protherics and
     the Licensee.

23.10 All decisions of the Steering Committee shall be notified to the Alliance
     Managers within five (5) Business Days.

23.11 The Licensee shall designate one of the members of the Steering Committee
     from time to time as chairman. The Steering Committee shall appoint another
     member as its secretary.


                                       39

<PAGE>

23.12 The secretary of the Steering Committee shall oversee its compliance with
     clauses 23.7 to 23.10, and such compliance shall be the responsibility of
     the party which appointed to the Steering Committee the member who is its
     secretary.

23.13 Where any matter does not fall within the scope of a GPT or the Process,
     Manufacturing and Supply Committee, or a party disputes whether it falls
     within the scope of a GPT or the Process, Manufacturing and Supply
     Committee, the Steering Committee shall decide whether the matter is the
     responsibility of the GPT or the Process, Manufacturing and Supply
     Committee following referral of the same to it by a party or a GPT or the
     Process, Manufacturing and Supply Committee.

23.14 Any dispute between the parties, or the members of the Process,
     Manufacturing and Supply Committee, concerning the conduct,
     responsibilities or operation of the Process, Manufacturing and Supply
     Committee, shall be referred by the parties to the Steering Committee for
     resolution.

24.  GLOBAL PRODUCT TEAM

24.1 During the course of this agreement, in preparation for the continued
     development and Exploitation of the Product, the Licensee shall establish a
     Global Product Team ("GPT") to oversee and manage the development and the
     Exploitation of the Product, including:

     (a)  the creation of target product claims, the positioning, branding and
          pricing for the Product, communications and publication strategy, the
          trade marks strategy, life cycle management plans, market research
          activities and opinion leader development;

     (b)  further discovery research;

     (c)  non-clinical development;

     (d)  clinical development;

     (e)  commercial activities;

     (f)  pharmacovigilance matters; and

     (g)  regulatory matters.

24.2 The GPT shall be constituted and run in accordance with the Licensee's
     normal operational model, as it may exist from time to time.

24.3 The Licensee may give to the GPT responsibility for products in addition to
     the Product.

24.4 The Licensee recognises and acknowledges that Protherics has valuable
     experience, knowledge and expertise in connection with the Product.
     Accordingly, members of the GPT will be encouraged at all times to maintain
     a high level of contact with their appropriate counterparts at Protherics.
     The GPT will hold one meeting, no less than once every six (6) months, to
     which one or any number of Protherics' representatives shall be invited to
     attend. Such meeting shall be held at such location as the Licensee may
     specify. The Licensee shall provide Protherics with at least thirty (30)
     days' notice, specifying the date and location of such meeting. Protherics
     shall provide to the Licensee details confirming those representatives of
     Protherics who will attend such meeting, at least seven (7) days prior to
     the date of such meeting. Protherics' representatives shall be entitled to
     attend such meeting by telephone and, upon request from Protherics, the
     Licensee shall ensure that suitable telephone facilities are present at the
     meeting to enable this.


                                       40
<PAGE>

24.5 The meetings referred to in clause 24.4 shall be aimed to provide
     Protherics with information, and receive input from Protherics, concerning
     the general progress and future plans of the Product under this agreement
     and shall cover any other items as may be considered relevant by the
     Licensee. It is intended for such meetings to provide a useful forum for
     discussion between the Licensee and Protherics and Protherics shall be
     encouraged to contribute with comments/recommendations as appropriate.
     Whilst the Licensee shall endeavour, where possible, to implement any
     comments/recommendations provided by Protherics, each of the parties agrees
     and acknowledges that the Licensee is not obligated in any way under this
     agreement to carry out such comments/recommendations within its GPT.

25.  PROCESS, MANUFACTURING AND SUPPLY COMMITTEE

25.1 Within thirty (30) days following the Effective Date the parties shall
     establish the Process, Manufacturing and Supply Committee.

25.2 The membership of the Process, Manufacturing and Supply Committee shall be
     comprised of an equal number of representatives of each party, and
     initially no more than six (6) representatives of each.

25.3 The parties may, by agreement from time to time, increase or decrease the
     number of members of the Manufacturing and Supply Committee, and each may
     replace those members appointed by it at will by notice to the other.

25.4 Each party:

     (a)  shall promptly notify the other of its appointments to, replacements
          for or removals from the Process, Manufacturing and Supply Committee
          or its representatives thereon;

     (b)  shall ensure that the members thereof appointed by it and present on
          the Process, Manufacturing and Supply Committee are at all times
          suitably skilled, willing, available and qualified to undertake their
          roles as members thereof, as such roles may change over time; and

     (c)  shall remove from the Process, Manufacturing and Supply Committee, and
          promptly replace, any of them who is not, or otherwise provide them
          with such training or other assistance as may be required such that
          they are so skilled, willing, available and qualified as soon as
          reasonably practicable.

25.5 Notwithstanding clause 25.4, if the members of the Process, Manufacturing
     and Supply Committee reasonably object to the inclusion in the membership
     of the Process, Manufacturing and Supply Committee of any person, they may
     remove him with immediate effect if a majority of the members decide that
     he should be removed.

25.6 The Process, Manufacturing and Supply Committee shall be responsible for
     overseeing the proper undertaking of the Process Science Programme and the
     operational elements of the development activities under the MSA and, where
     relevant, for making decisions with respect thereto, including:

     (a)  process/pharmaceutical development;

     (b)  manufacturing;

     (c)  quality assurance/CMC (Chemistry, Manufacturing and Control);

     (d)  supply chain management; and

     (e)  the matters referred to in clause 7.2, as provided in such clause.


                                       41

<PAGE>

25.7 The Process, Manufacturing and Supply Committee shall meet where and when
     it determines, provided that:

     (a)  each of its meetings shall be at a location reasonably accessible to
          all its members;

     (b)  its members shall be entitled to attend its meetings by telephone and
          that suitable telephone facilities are present at its meetings to
          enable this; and

     (c)  it shall meet on no less than two (2) weeks' notice to all its members
          sent to each member in such manner as he may have reasonably specified
          or otherwise by fax or first class post (and for these purposes the
          provisions of clause 22.3 shall apply mutadis mutandis).

25.8 The Process, Manufacturing and Supply Committee shall discharge its
     functions set out in clause 25.6 in such manner as it reasonably sees fit.
     All decisions shall be made by vote of the members of the Process,
     Manufacturing and Supply Committee, if quorate, with each of Protherics and
     the Licensee having one vote.

25.9 The Process, Manufacturing and Supply Committee shall determine its own
     quorum, provided that this shall always include equal numbers of
     representatives of each of Protherics and the Licensee.

25.10 All decisions of the Process, Manufacturing and Supply Committee shall be
     notified to the secretary for the time being of the Steering Committee and
     the Alliance Managers within five (5) Business Days.

25.11 The parties shall use their reasonable endeavours to bring about agreement
     of the members of the Process, Manufacturing and Supply Committee with
     respect to all matters addressed by it as quickly as reasonably practicable
     but if the Process, Manufacturing and Supply Committee is unable to reach a
     decision on any matter within a reasonable time, the Process, Manufacturing
     and Supply Committee shall, and any of its members may, refer the matter in
     writing to the Steering Committee with:

     (a)  such information as the Steering Committee may reasonably require to
          decide the matter; and

     (b)  details of the date by which the matter must be decided,

     and from the time of such reference, the matter will be for the Steering
     Committee, and not the Process, Manufacturing and Supply Committee, to
     decide.

25.12 The parties shall procure that the Process, Manufacturing and Supply
     Committee shall appoint a chairman (who shall not have a casting vote) and
     a secretary from amongst its members from time to time, provided that no
     person shall be its chairman and secretary at the same time.

25.13 The secretary of the Process, Manufacturing and Supply Committee shall
     oversee its compliance with clauses 25.7 to 25.10, and such compliance
     shall be the responsibility of the party which appointed to the Process,
     Manufacturing and Supply Committee the member who is its secretary.

26.  ALLIANCE MANAGER

26.1 Without prejudice to the responsibilities of the Committees hereunder, the
     parties shall each appoint an Alliance Manager as the primary contact
     between them and the Committees. The responsibility of the Alliance
     Managers, under the guidance of the Steering Committee, shall be to
     undertake such functions as may be determined by the Steering Committee
     from time to time, and otherwise to manage the close working relationship
     of the parties under this agreement.


                                       42

<PAGE>

26.2 Each party shall ensure that the Alliance Manager appointed by it is at all
     times suitably skilled, willing, available and qualified to undertake his
     role, as such role may change over time.

26.3 Each party may replace the Alliance Manager appointed by it at will on
     notice to the other party.

27.  GENERAL MATTERS CONCERNING THE COMMITTEES

27.1 No Committee shall be able to act, and the parties shall ensure that it
     does not act, contrary to this Agreement, and clauses 23 to 27 shall be
     interpreted accordingly.

27.2 The parties shall use their reasonable endeavours to ensure that the
     Committees discharge their functions with all due diligence and
     expeditiously.

27.3 The parties shall require their representatives on each Committee to use
     their reasonable endeavours to identify desirable potential Changes.

27.4 Each Committee may co-opt such persons as it decides to attend its meetings
     in order to assist it in discharging its functions, provided that no such
     person shall take part in making the decisions of the Committee and that
     all such persons are bound by obligations of confidentiality at least as
     protective of each of the parties, and their interests, as those of this
     agreement.

27.5 The secretary of each Committee shall take minutes of each meeting of that
     Committee and circulate copies of those minutes to the Alliance Managers
     and each member of the Committee, and of the Steering Committee, within
     five (5) Business Days after the relevant meeting.

27.6 The agenda of each meeting of each Committee shall include a resolution for
     the approval of the minutes of the previous meeting.

27.7 The secretary of the relevant Committee shall oversee its compliance with
     clauses 27.1 and 27.4 to 27.6, and such compliance shall be the
     responsibility of the party which appointed to such Committee the member
     who is its secretary.

27.8 For the purposes of clauses 23 to 27 (inclusive), any reference to "party"
     or "parties" shall mean Protherics and/or the Licensee as the context may
     require.

28.  GOVERNING LAW AND JURISDICTION

28.1 This agreement and any Dispute will be governed by and construed in
     accordance with English Law.

28.2 Each party irrevocably agrees that the courts of England and Wales will
     have exclusive jurisdiction to hear, decide or settle any Disputes and for
     these purposes, each party irrevocably submits to the jurisdiction of the
     courts of England and Wales, provided that each party is free to seek
     injunction relief, and the Licensor is free to seek enforcement of royalty
     and other payment obligations, in any other jurisdiction as well.

28.3 Each party irrevocably waives any objection which it might at any time have
     to the courts of England and Wales being nominated as the forum to hear,
     decide and settle any Disputes and agrees not to claim that the courts of
     England are not a convenient or appropriate forum for any such Disputes and
     further irrevocably agrees that a judgment in any Disputes brought in any
     court referred to in this clause 28 will be conclusive and binding upon the
     parties and may be enforced in the courts of any other jurisdiction.


                                       43
<PAGE>

28.4 Without prejudice to any other permitted mode of service, any claim form,
     notice or other document ("DOCUMENTS") for the purpose of any Claims begun
     in England and Wales will be duly served if delivered personally or sent by
     registered post, in the case of:

     (a)  the Licensor, to Protherics plc, Fourth Floor, 3 Creed Court, 5
          Ludgate Hill, London EC4M 7AA (marked for the attention of the Chief
          Executive Officer of Protherics plc for the time being); and

     (b)  the Licensee, to Alderley House, Alderley Park, Macclesfield SK10 4TF
          (marked for the attention of Assistant General Counsel),

     or to such other person and address in England and Wales as the Licensor
     will notify the Licensee in writing or vice versa from time to time.

The parties have witnessed this agreement by signing below via their respective
duly authorised representatives on the date at the head of this agreement.


                                       44

<PAGE>

Signed by SAUL KOMISAR
for and on behalf of
PROTHERICS INC.


/s/ Saul Komisar            Signature
---------------------------


Signed by ANDREW HEATH
for and on behalf of
PROTHERICS UK LIMITED.


/s/ Andrew Heath            Signature
---------------------------


Signed by PETER CONNOLLY
for and on behalf of
ASTRAZENECA IRELAND OPERATIONS
(A BRANCH IN IRELAND OF
ASTRAZENECA UK LIMITED)


                            Signature
---------------------------