<PAGE>
                                                                    EXHIBIT 4.11

[ASHURST MORRIS CRISP LOGO]


        Supply Agreement





       Selborne Biological Services (Australia) Pty Limited

       and

       Protherics Australasia Pty Limited











21st October 2002
<PAGE>


                                    CONTENTS



<TABLE>
<CAPTION>
CLAUSE                                                                                  PAGE
<S>      <C>                                                                            <C>
1.       DEFINITIONS AND INTERPRETATION...................................................1
2.       SUPPLY OF THE SERUM PRODUCTS AND BULK IMMUNOGEN..................................4
3.       CONDITIONS OF SALE...............................................................8
4.       TECHNICAL AGREEMENT..............................................................8
5.       PRODUCTION AND DELIVERY..........................................................9
6.       SHEEP TO BE USED IN THE PRODUCTION OF SERUM PRODUCTS............................10
7.       PRICE AND PAYMENT...............................................................13
8.       DEFECTS.........................................................................17
9.       INTELLECTUAL PROPERTY...........................................................17
10.      IMPROVEMENTS AND INVENTIONS.....................................................18
11.      QUALITY CONTROL AND COMPLIANCE WITH REGULATIONS.................................20
12.      WARRANTIES......................................................................21
13.      LIMITATION OF LIABILITY.........................................................23
14.      FORCE MAJEURE...................................................................23
15.      DURATION AND TERMINATION........................................................24
16.      CONFIDENTIALITY.................................................................25
17.      COSTS...........................................................................27
18.      VARIATIONS......................................................................27
19.      WAIVER..........................................................................27
20.      INVALIDITY......................................................................28
21.      NOTICES.........................................................................28
22.      NO PARTNERSHIP..................................................................29
23.      ASSIGNMENT AND SUB-CONTRACTING..................................................29
24.      GOVERNING LAW AND JURISDICTION..................................................30
25.      EXCLUSION OF THIRD PARTY RIGHTS.................................................31
26.      ENTIRE AGREEMENT................................................................31

SCHEDULE 1...............................................................................32
Serum Products...........................................................................32
SCHEDULE 2...............................................................................33
Technical Agreement......................................................................33
SCHEDULE 3...............................................................................34
Protherics Australasia Pty Limited's standard terms and conditions of purchase...........34
SCHEDULE 4...............................................................................35
Template Certificate of Analysis.........................................................35
</TABLE>


<PAGE>


THIS AGREEMENT is made on 21st October, 2002

BETWEEN:-

(1)      SELBORNE BIOLOGICAL SERVICES (AUSTRALIA) PTY LIMITED (ACN No.
         054877975) whose registered office is at Mountford, Longford, Tasmania
         7301, Australia (the "SUPPLIER"); and

(2)      PROTHERICS AUSTRALASIA PTY LIMITED (No. 062369724) whose registered
         office is at c/o PricewaterhouseCoopers, Level 14, 91 King William
         Street, Adelaide SA5000, Australia (the "CUSTOMER").

RECITALS

(A)      The Supplier carries on the business of producing and selling serum
         products, such as the Serum Products defined below.

(B)      The Customer's Group, as defined below, carries on the business of
         selling Finished Products, as that term is also defined below, and the
         Customer wishes to purchase Serum Products from the Supplier in
         connection with that business.

(C)      The Supplier is willing to supply Serum Products to the Customer on the
         terms set out in this agreement.

THE PARTIES AGREE AS FOLLOWS:-

1.       DEFINITIONS AND INTERPRETATION

1.1      In this agreement the following words and expressions shall have the
         following meanings, unless the context otherwise requires:-

         "ACT" means A New Tax System (Goods and Services Tax) Act 1999 No. 55
         of 1999;

         "AFFILIATE" means any company, partnership or other entity which
         directly or indirectly controls, is controlled by or is under the
         common control of the Customer or the Supplier, as applicable;

         "BULK IMMUNOGEN" means the Customer's proprietary antigens prepared
         into lyophilised multiple dose format for use by the Supplier in the
         production of Serum Products;

         "BUSINESS DAY" means any day (excluding Saturdays) on which banks
         generally are open in Sydney for the transaction of normal banking
         business;

         "BUSINESS INFORMATION" means all business, commercial, economic,
         financial, operational, technical, administrative, marketing, planning
         and staff information relating to a party or its interests;

         "C OF A" means Certificate of Analysis in the format set out in
         schedule 4 hereto;


                                      -1-
<PAGE>


         "CHANGE CONTROL" means the Customer's system of evaluating, notifying
         and documenting planned changes from previously accepted practice and
         the impact thereof on the quality, safety and efficacy of Finished
         Products as regards the materials, components (including without
         limitation packaging, raw materials such as Serum Products and
         labeling), products, processes, computer systems, utilities or testing
         procedures used or involved in or relating to the production of
         Finished Products, whenever, howsoever and wherever in the course of
         such production they are relevant;

         "CHANGE CONTROL COMMITTEE" means the committee established and
         appointed by the Customer from time to time, which is responsible for
         operating Change Control;

         "CUSTOMER'S GROUP" means the Customer, its subsidiaries, its holding
         company and the other subsidiaries of its holding company;

         "CYCLE" means each consecutive period of four weeks during the term of
         this agreement, the first such period to commence on the Effective
         Date;

         "EFFECTIVE DATE" means 8 June 2001;

         "FINISHED PRODUCTS" means the Customer's proprietary antibody products;

         "GOODS AND SERVICES TAX" has the meaning ascribed to it in Chapter 6,
         section 195-1 of the Act;

         "HUSBANDRY FEE" means a fee of    [*]     ;

         "IMPROVEMENT" means all improvements, modifications and adaptations to
         any part of the process of producing the Serum Products, whether or not
         referred to in the Technical Agreement, which might reasonably be of
         commercial interest to either party in the design, manufacture or
         supply of the Serum Products and/or to the Customer in the design,
         manufacture or supply of the Finished Products and which may be made
         during the term of this agreement;

         "IMMUNISATION" means the procedure, conducted in accordance with this
         agreement, of inoculating with Immunogen Emulsion the sheep maintained
         by the Supplier pursuant to this agreement and used in the production
         of Serum Products, and "Immunise" shall be interpreted accordingly;

         "IMMUNISATION FEE" means a fee of [*] conducted in accordance with this
         agreement;

         "IMMUNOGEN EMULSION" means Bulk Immunogen solution for use in the
         Immunisation of sheep, prepared in accordance with the provisions of
         the Technical Agreement;

         "INTELLECTUAL PROPERTY RIGHTS" means any and all trade marks, rights in
         designs, get-up, trade, business or domain names, copyrights, future
         copyrights, patents, rights in databases (whether registered or not and
         any applications to register or rights to apply for registration


* Material has been omitted pursuant to a request for confidential treatment
  and has been filed separately with the Commission.

                                      -2-
<PAGE>


         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;

         "PRIMING PERIOD" means the period of ten (10) Cycles following the
         Effective Date;

         "PRODUCT INFORMATION" means all technical information and data relating
         to the Serum Products or their manufacture or to the Technical
         Agreement, including without limitation to and of the Customer's system
         for recording and tracing all procedures conducted in respect of sheep
         used in the production of Serum Products, known as "Tabpacs";

         "REGULATORY INSPECTION" means an inspection of the Supplier's premises,
         processes and/or equipment used in the production, storage or packaging
         of the Serum Products or in keeping or otherwise using or in relation
         to keeping or otherwise using such sheep as are used therein, by any
         appropriate regulatory authority including, but not limited to, the
         United States Food and Drug Administration ("FDA") or by any officer in
         the performance of their duties pursuant to any legislation to which
         the Supplier is required to comply, in whole or in part, hereby,
         including without limitation, the Prevention of Cruelty to Animals Act
         1985 (South Australia) and the Animal Welfare Act 1993 (Tasmania);

         "REVIEW DATE" means the anniversary date of this agreement and each
         subsequent anniversary;

         "SERUM PRODUCTS" means the products set out in schedule 1;

         "STANDARD OPERATING PROCEDURES" OR "SOPS" means the Supplier's
         directions, as amended from time to time, for performing operations and
         procedures within the process of manufacturing Serum Products,
         including without limitation, those relating to cleaning, the use of
         protective clothing, environmental control and processing and sampling
         equipment operation;

         "TAXABLE SUPPLY" has the same meaning as in the Act;

         "TECHNICAL AGREEMENT" means the specification for the Serum Products
         and their manufacture by the Supplier, agreed between the parties on
         the same date as the date hereof, a copy of which is appended to this
         agreement as schedule 2;

         "TEST BLEED" means the test bleeding of sheep to be used in the
         production of Serum Products prior to the commencement thereof but
         otherwise in the same way as such bleeding would be conducted in the
         course of such production;

         "TEST BLEED FEE" means a fee of [*] conducted in accordance with this
         agreement;

         "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 rate current from time to time; and


* Material has been omitted pursuant to a request for confidential treatment
  and has been filed separately with the Commission.


                                      -3-
<PAGE>


         "YEAR" means a period of twelve (12) months from the date of this
         agreement and each consecutive period of twelve (12) months thereafter
         during the term of this agreement.

1.2      In this agreement unless otherwise specified, reference to:-

         (a)      a "SUBSIDIARY" or "HOLDING COMPANY" is to be construed in
                  accordance with section 9 of the Corporations Act 2001;

         (b)      a party means a party to this agreement and includes its
                  permitted assignees and/or the respective successors in title
                  to substantially the whole of its undertaking;

         (c)      a person includes any person, individual, company, firm,
                  corporation, government, state or agency of a state or any
                  undertaking (whether or not having separate legal personality
                  and irrespective of the jurisdiction in or under the law of
                  which it was incorporated or exists);

         (d)      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
                  from time to time hereafter be amended or re-enacted;

         (e)      words denoting the singular shall include the plural and vice
                  versa and words denoting any gender shall include all genders;

         (f)      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 shall, unless the
                  context otherwise requires, include references to the recitals
                  and the schedules;

         (g)      "CONTROL" is to be construed in accordance with section 50AA
                  of the Corporations Act 2001 and "CONTROLLING" and
                  "CONTROLLED" shall be construed accordingly.

1.3      The index to and headings in this agreement are for information only
         and are to be ignored in construing the same.

2.       SUPPLY OF THE SERUM PRODUCTS AND BULK IMMUNOGEN

2.1      (a)      Subject to clause 2.1(b) below and provided that the Customer
                  complies with its obligations pursuant to clause 2.10(a)
                  below, the Supplier shall supply and the Customer shall
                  purchase such quantities of the Serum Products as the Customer
                  may order from the Supplier from time to time in accordance
                  with this agreement.

         (b)      The Supplier shall not be required to involve, at any given
                  time, more than five thousand (5000) sheep in the production
                  of Serum Products and shall not be required to supply the
                  Customer with greater quantities of Serum Products than can be
                  derived from such number of sheep, unless and until these
                  limitations are amended pursuant to clause 2.l (c) below.


                                      -4-
<PAGE>

         (c)      The Supplier shall, as and when requested by the Customer,
                  enter into good faith negotiations with the Customer to amend
                  this clause 2.1 to:

                  (i)      provide for an increase in the maximum number of
                           sheep that the Supplier may be required to involve,
                           at any given time, in the production of Serum
                           Products; and

                  (ii)     raise the limit imposed by clause 2.1(b) above on the
                           maximum quantities of Serum Products which the
                           Supplier may be required to provide to the Customer
                           in accordance with this agreement.

2.2      The Customer shall notify the Supplier in writing of:-

         (a)      its estimated forecast for the Serum Products the Customer
                  will require during the following twenty six (26) Cycles, on a
                  rolling basis at the beginning of every fourth Cycle, the
                  first such notification to be made by the Customer to the
                  Supplier within ten (10) Business Days following the date of
                  this agreement; and

         (b)      any revisions to those estimated forecast requirements as soon
                  as reasonably practicable after such revisions are made.

2.3      (a)      The Customer shall, on each occasion that it gives the
                  Supplier notice of its estimated forecast requirements for
                  Serum Products pursuant to clause 2.2(a) above, give the
                  Supplier its order for those Serum Products with which it will
                  require the Supplier to supply it during the subsequent
                  thirteen (13) Cycles, the first such order to be made within
                  ten (10) Business Days following the date of this agreement,
                  provided that where any such order relates to any Cycle(s) in
                  respect of which the Customer has already given its order to
                  the Supplier, such order shall, to that extent, restate the
                  order previously placed.

         (b)      Each such order shall specify:

                  (i)      the exact type and quantity of the Serum Products
                           required by the Customer; and

                  (ii)     the date(s) on which, during the relevant period of
                           thirteen (13) Cycles, such Serum Products shall be
                           delivered to the Customer in accordance with this
                           agreement.

         (c)      No order made pursuant to this clause 2.3 shall be for a
                  larger quantity of Serum Products than the Customer's
                  estimated forecast requirements in respect of the period to
                  which such order relates.

2.4      Orders for the Serum Products shall be given by the Customer to the
         Supplier in writing or, if not, shall be confirmed in writing within
         ten (10) Business Days.


                                      -5-
<PAGE>


2.5      The Supplier shall be responsible for manufacturing adequate supplies
         of the Serum Products in accordance with this agreement to meet the
         Customer's estimated forecast requirements.

2.6      Notwithstanding the above, the Supplier shall be under no obligation to
         provide Serum Products to the Customer during the Priming Period.

2.7      The Supplier will notify the Customer in a timely manner of any
         material changes in the health status of the sheep flocks used to
         produce the Serum Products, or of any regulatory or legal changes
         affecting the management of such sheep flocks, or of any other aspect
         of the manufacturing process of the Serum Products that could have a
         material impact on the future supplies of or the quality of the raw
         materials required for manufacturing the Serum Products or, in each
         case, of the Serum Products themselves.

2.8      (a)      The Supplier shall permit and provide all reasonable
                  assistance to further the objectives of any Regulatory
                  Inspections which any appropriate regulatory authority desires
                  to undertake, including without limitation by answering all
                  inquiries made in the course thereof and providing the
                  relevant regulatory authority with access to relevant records.

         (b)      The Supplier shall notify the Customer of any pending
                  Regulatory Inspection at the earliest opportunity and the
                  Customer shall be granted the option of sending, at its own
                  cost, a representative to be present at such Regulatory
                  Inspection and shall receive copies of all reports produced
                  therefrom, provided that the Customer shall ensure that such
                  representative shall at all times comply with the Supplier's
                  regulations and instructions relating to the safety and
                  conduct of persons on its premises.

2.9      (a)      If it becomes apparent that the Supplier will not be able to
                  meet any order from the Customer for Serum Products, whether
                  on the date(s) specified in that order or at all, the Supplier
                  shall, as soon as practicable, notify the Customer and the
                  Customer shall, without liability to the Supplier, be entitled
                  to obtain Serum Products from any other person, in order that
                  it acquires the quantities of Serum Products ordered from the
                  Supplier. For the avoidance of doubt, if the Customer rejects
                  any Serum Products pursuant to clause 8.1 below and the
                  Supplier does not replace the same in accordance with clause
                  8.3, the Supplier shall, for the purposes of this clause, be
                  deemed not to have met the order for Serum Products to which
                  the same relates.

         (b)      If the Supplier subsequently notifies the Customer that it is
                  able and willing to resume the supply of Serum Products in
                  accordance with the Customer's orders, the Customer shall,
                  without liability to the Supplier, remain entitled to fulfill
                  its then existing contractual commitments to obtain Serum
                  Products from any other supplier(s), prior to recommencing its
                  orders for or acceptance of deliveries of Serum Products from
                  the Supplier.

2.10     (a)      The Customer shall supply, at no cost, the Supplier with such
                  Bulk Immunogen as is sufficient, in the Customer's reasonable
                  opinion, to enable the Supplier to produce, in accordance with
                  this agreement, the Serum Products ordered by the Customer


                                      -6-
<PAGE>


                  pursuant hereto. The Customer shall ensure that during
                  transport to the Supplier, such Bulk Immunogen is kept at
                  temperatures between two (2) and eight (8) degrees Celsius and
                  that each batch of Bulk Immunogen is accompanied by a
                  completed C of A.

         (b)      The Customer shall supply Bulk Immunogen in accordance with
                  this clause 2.10 on such dates as are notified to it in
                  writing by the Supplier, provided that, in each case, the
                  Supplier gives the Customer at least two (2) Cycles' notice of
                  such dates, failing which, the Customer will satisfy such
                  requests as soon as it is reasonably able.

         (c)      Supplies of Bulk Immunogen pursuant to this clause 2.10 shall
                  be made at the Customer's expense, provided that if the
                  Supplier requires the Customer to supply additional Bulk
                  Immunogen, the Supplier shall pay for such additional
                  supplies, payment to be made at the end of the month in which
                  the Supplier receives the Customer's invoice therefor. For the
                  avoidance of doubt, the Supplier shall pay for any Bulk
                  Immunogen provided by the Customer additional to that which,
                  in the Customer's reasonable opinion the Supplier would need
                  to produce, in accordance with this agreement, the Serum
                  Products ordered by the Customer, where Bulk Immunogen has
                  been lost or otherwise cannot be used in the production of
                  Serum Products through the Supplier's breach of this agreement
                  or other default.

         (d)      The Supplier shall be responsible for obtaining any relevant
                  Australian Quarantine and Inspection Service permits necessary
                  to import Bulk Immunogen into Australia from the United
                  Kingdom or elsewhere.

2.11     (a)      The Supplier shall obtain and maintain throughout the term of
                  this agreement all relevant or necessary licences under the
                  Animal Welfare Act 1993 (Tasmania) to ensure its compliance
                  therewith and shall otherwise comply in all respect with such
                  legislation. The Supplier shall provide the Customer with
                  copies of all such licences promptly upon obtaining the same.

         (b)      Throughout the term of this agreement, the Supplier shall, in
                  the performance of its obligations hereunder, comply in all
                  respects with the provisions of the:

                  (i)      Animal Welfare Act 1993 (Tasmania);

                  (ii)     Animal Health Act 1995 (Tasmania);

                  (iii)    Animal Farming (Registration) Act 1994 (Tasmania) and
                           all Regulations issued thereunder;

                  (iv)     Environmental Management and Pollution Control Act
                           1994 (Tasmania), including without limitation in
                           respect of its waste disposal and management
                           procedures;

                  (v)      Workplace Health and Safety Act 1995 (Tasmania); and

                  (vi)     Export Control Act 1982 (Commonwealth).


                                      -7-
<PAGE>


         (c)      The Supplier shall obtain and maintain throughout the term of
                  this agreement all applicable permits under the Environmental
                  Management and Pollution Control Act 1994 (Tasmania) and shall
                  provide the Customer with copies thereof upon obtaining the
                  same.

3.       CONDITIONS OF SALE

         All sales of the Serum Products pursuant to this agreement shall, to
         the extent that they are applicable, be made on the Customer's standard
         terms and conditions of purchase which the Customer may issue from time
         to time and which are annexed to this agreement as schedule 3, save to
         the extent that:

         (a)      any provision of such terms and conditions is inconsistent
                  with any provision of this agreement, in which case the latter
                  shall prevail; or

         (b)      the Supplier and the Customer agree in writing to vary those
                  terms and conditions of purchase.

4.       TECHNICAL AGREEMENT

4.1      The Serum Products and their manufacture, storage and transport, and
         the manufacture, storage and transport of the materials from and with
         which they are produced, shall comply with the Technical Agreement in
         all respects and the Customer shall be entitled, in accordance with
         clause 8.1 below, to reject any Serum Products which do not so conform
         and to return such defective Serum Products to the Supplier or, at the
         Supplier's option, otherwise dispose of such defective Serum Products
         as the Supplier may direct and at the Supplier's expense.

4.2      The Customer shall provide such technical support and information to
         the Supplier as is reasonably requested to assist the Supplier to
         manufacture Serum Products in accordance with this agreement and shall
         be entitled to invoice the Supplier therefor in the event that the
         provision of such support or information causes the Customer expense in
         excess of   [*]   .

4.3      The parties shall meet from time to time to discuss possible amendments
         to the Technical Agreement.

4.4      Either party may propose an amendment to the Technical Agreement to
         take account of changes in relevant technology or any enactment or
         other change in relevant legislation or regulations and, where such
         amendment is proposed for such reason, the consent of the other party
         thereto shall not be unreasonably withheld or delayed.

4.5      All proposed amendments to the Technical Agreement made by the Supplier
         concerning the manufacturing of Serum Products or the testing thereof
         must be presented by the Supplier to the Customer in such a manner and
         format as to enable the Change Control Committee properly and fully to
         implement Change Control or in any other appropriate way to assess the
         impact, if any, of each such proposal on the quality, safety, efficacy
         and composition of


* Material has been omitted pursuant to a request for confidential treatment
  and has been filed separately with the Commission.



                                      -8-
<PAGE>


         the Serum Products and Finished Products and no such proposed amendment
         shall be implemented until the Change Control Committee has, acting
         reasonably, so properly and fully implemented Change Control or
         otherwise assessed the impact of such proposed amendment, as is
         appropriate in the Customer's opinion.

4.6      Whilst the terms of the Technical Agreement are incorporated into this
         agreement, in the event of any conflict between the terms of the
         Technical Agreement and of this agreement, the terms of the Technical
         Agreement shall prevail.

5.       PRODUCTION AND DELIVERY

5.1      The Supplier shall produce and maintain, in accordance with the
         Technical Agreement, sufficient stocks of Serum Products to meet the
         Customer's orders.

5.2      The Supplier shall use no antigens in the production of Serum Products
         other than Bulk Immunogen supplied by the Customer.

5.3      (a)      Subject as provided in clause 5.4 below, the Supplier shall
                  deliver the Serum Products ordered by the Customer either to
                  an address within Australia or to an international airport in
                  England or Wales, in each case on the date(s) specified in the
                  relevant order(s) therefor, and shall notify the Customer at
                  least two (2) Business Days in advance of each delivery and,
                  where such delivery is to an airport in England and Wales,
                  shall inform the Customer at the same time of the name of that
                  airport and of the number of the flight on which the delivery
                  will be made.

         (b)      Time for delivery shall be of the essence but the Supplier
                  shall not be deemed to be in breach of this agreement for any
                  failure to deliver on the specified date for such delivery,
                  unless and until the Customer has given the Supplier ten (10)
                  Business Days written notice requiring delivery, such notice
                  not to be given until delivery is overdue.

5.4      (a)      Until the Customer has been granted a licence by the FDA to
                  manufacture Finished Products from Serum Products produced by
                  the Supplier and to sell the same for human therapeutic use,
                  the Customer shall store all Serum Products manufactured
                  pursuant to this agreement at its facility and, for the
                  avoidance of doubt, at temperatures between - 10 (negative
                  ten) and - 26 (negative twenty six) degrees Celsius.

         (b)      Notwithstanding clause 5.4(a) above, the Supplier shall
                  deliver to the Customer such quantities of Serum Products as
                  are stored by the Supplier pursuant to clause 5.4(a) upon
                  demand and in accordance with the provisions of this agreement
                  relevant to the delivery of Serum Products, including without
                  limitation those of clause 5.3.

         (c)      Upon receiving the licence referred to in clause 5.4(a) above,
                  the Customer shall notify the Supplier that it has received
                  the same, whereupon the parties shall agree a timetable for
                  the delivery to the Customer of all Serum Products stored by
                  the Supplier pursuant to clause 5.4(a), such deliveries in any
                  event to be made in


                                      -9-
<PAGE>

                  accordance with the provisions of this agreement relevant to
                  the delivery of Serum Products, including without limitation
                  those of clause 5.3.

5.5      (a)      The Supplier shall ensure that all Serum Products delivered
                  to the Customer are packaged and handled in a manner
                  appropriate to maintaining their condition and preventing its
                  deterioration during transport, such measures to include, but
                  not be limited to, the maintenance of temperature control and
                  security of packaging.

         (b)      To the extent that it is applicable, the Supplier shall comply
                  in all respects with the provisions of the Environment and
                  Pollution Control Act 1994 (Tasmania) in delivering Serum
                  Products to the Customer.

5.6      The Supplier shall procure from a reputable insurer comprehensive
         insurance against all risks in respect of each and every lot of Serum
         Products to be delivered to the Customer, including but not limited to
         goods in transit insurance and insurance of the Serum Products against
         fire and other risks while at the Supplier's premises. The Supplier
         shall not be required by this clause 5.6 to obtain insurance cover for
         each lot of Serum Products above the invoice value thereof.

5.7      The Supplier shall ensure that each lot of Serum Products to be
         delivered to the Customer is accompanied by documentation appropriate
         to comply with the formalities of any applicable regulatory authorities
         including, but not limited to, in the case of deliveries to the United
         Kingdom, the UK Ministry of Health and HM Customs & Excise and any
         shipping regulations, including commercial invoices, and with
         health/veterinary certificates and the applicable, completed C of A.
         Furthermore, the Supplier shall be responsible for obtaining any
         applicable licences or other consents for its export of Serum Products
         out of Australia when delivering the same to the United Kingdom.

5.8      Delivery of the Serum Products shall take place when they are received
         by the Customer or its agent at the address or airport to which they
         are delivered pursuant to clause 5.3 above.

6.       SHEEP TO BE USED IN THE PRODUCTION OF SERUM PRODUCTS

6.1      The Supplier hereby acknowledges that the 1093 live sheep transferred
         by the Customer to the Supplier's facility at Mountford, Longford,
         Tasmania, on 8 June 2001 (the "ORIGINAL SHEEP"), are and shall remain
         the sole property of the Customer.

6.2      The Supplier shall acquire no sheep for use in the production of Serum
         Products additional to the Original Sheep ("ADDITIONAL SHEEP"), without
         the prior, written approval of the Customer.

6.3      (a)      Subject to clause 6.2 above, the Supplier shall be responsible
                  for determining whether, at any time, it will require any
                  Additional Sheep in order to manufacture Serum Products
                  ordered by the Customer and if so, how many Additional Sheep
                  it will so require.

         (b)      The Supplier shall promptly notify the Customer upon
                  determining that it will require any Additional Sheep in order
                  to manufacture Serum Products ordered by the


                                      -10-
<PAGE>


                  Customer and, at the same time, shall inform the Customer of
                  the number of Additional Sheep it considers that it will so
                  require and by when it will require them.

         (c)      The Supplier shall promptly provide the Customer with such
                  evidence as the Customer may request to verify any assessment
                  by the Supplier that it will require Additional Sheep and of
                  the number the Supplier considers it will so require.

6.4      In the event that the Customer notifies the Supplier in writing that
         it approves the acquisition of Additional Sheep by the Supplier, the
         Supplier shall purchase the same from sources and at prices approved
         in writing by the Customer, for and on behalf of the Customer and at
         the Customer's expense, and such Additional Sheep shall be and shall
         remain the sole property of the Customer. The Supplier shall arrange
         for the cost of all Additional Sheep acquired pursuant to this clause
         6.4 to be invoiced directly to the Customer by the vendors thereof.

6.5      Notwithstanding that the same shall at all times be the Customer's
         property, the Supplier shall be responsible for the Original Sheep and
         any Additional Sheep, shall keep the same at its facility separately
         from any other livestock thereat and shall be responsible for the
         proper upkeep thereof in an appropriate manner and to appropriate
         standards prescribed by legislation for the use of the same in the
         production of Serum Products, (including, without limitation, by
         providing veterinary services therefor). For the purposes of this
         clause 6.5, applicable legislation with which the Supplier must comply
         includes but is not limited to those pieces of legislation referred to
         in clause 2.11.

6.6      (a)      During the Priming Period, the Supplier shall charge the
                  Customer, per Original Sheep:

                  (i)      the Husbandry Fee;

                  (ii)     the Immunisation Fee; and

                  (iii)    the Test Bleed Fee;

                  such fees to be invoiced by the Supplier to the Customer at
                  the end of the Cycle during which the same are incurred and
                  to be payable in accordance with the terms of clause 7.

         (c)      In the event that any Additional Sheep are acquired on
                  behalf of the Customer pursuant to clause 6.4 above, the
                  Supplier shall charge the Customer, per Additional Sheep,
                  during and in respect of the ten (10) Cycles following its
                  acquisition:

                  (i)   the Husbandry Fee;

                  (ii)  the Immunisation Fee; and

                  (iii) the Test Bleed Fee;



                                      -11-
<PAGE>

                  such fees to be invoiced by the Supplier to the Customer at
                  the end of the Cycle in which the same are incurred and to
                  be payable in accordance with the terms of clause 7.

6.7      The Customer shall procure from a reputable insurance company insurance
         against the loss of the Original Sheep and any Additional Sheep used or
         to be used in the production of Serum Products and against the loss of
         their use in the production of Serum Products resulting therefrom or
         from their incapacity or unsuitability for use in the production of
         Serum Products for any other reason, and the Supplier shall provide the
         Customer with all information and other assistance as the Customer may
         reasonably require to assist it in procuring and maintaining such
         insurance.

6.8      (a)      In the event that the Supplier, acting reasonably and on the
                  basis of orders and forecasts for Serum Products received from
                  the Customer pursuant to clauses 2.2 and 2.3 above, believes
                  that it has more sheep available to use in the production of
                  Serum Products than it requires to fulfill orders made
                  pursuant to clause 2.3 above, the Supplier shall forthwith
                  give notice to the Customer of the number of sheep it so
                  considers to be surplus to its requirements and the date from
                  when such sheep shall so become surplus to its requirements.

         (b)      On receipt of such notice, the Customer shall, in its
                  discretion, be entitled to require the Supplier to, in which
                  event the Supplier shall:

                  (i)      maintain and Immunise all or some of such surplus
                           sheep as the Customer specifies, without using the
                           same in the manufacture of Serum Products but
                           otherwise to the same standard as if they were so
                           used, in respect of which the Customer shall pay the
                           Husbandry Fee and the Immunisation Fee per sheep so
                           maintained and Immunised without being used in the
                           manufacture of Serum Products, until such time as it
                           is again so used in such manufacture; or

                  (ii)     maintain without Immunising all or some of such
                           surplus sheep as the Customer specifies, without
                           using the same in the manufacture of Serum Products
                           but otherwise to the same standard as if they were so
                           used, in respect of which the Customer shall pay the
                           Husbandry Fee per sheep so maintained without being
                           used in the manufacture of Serum Products, until such
                           time as it is again so used in such manufacture;

                  provided that in neither case shall such sheep be used in the
                  production of Serum Products until the Customer notifies the
                  Supplier otherwise in writing.

         (c)      The Customer shall be entitled, at will, to require the
                  Supplier to maintain and Immunise sheep in accordance clause
                  6.8(b)(i) above which were previously simply maintained in
                  accordance with clause 6.8(b)(ii), and vice versa, provided
                  that the sums payable by the Customer in respect of such
                  sheep, as specified in such clauses, shall be substituted
                  accordingly.

         (d)      In the event that and notwithstanding that the Customer does
                  not, following receipt of a notice under clause 6.8(a) above,
                  require the Supplier to maintain any or all such


                                      -12-
<PAGE>


                  surplus sheep or otherwise decides that the same should not be
                  maintained, the Supplier may only destroy or otherwise dispose
                  of the number of sheep stated in such notice or any of them
                  after receiving prior written notice from the Customer
                  authorising it to do as much. The Customer shall be
                  responsible for all reasonable expenses related to such
                  destruction or disposal.

         (e)      In the event that, within fifteen (15) Business Days of the
                  Customer's receipt of a notice under clause 6.8(a) above, the
                  Customer does not require the Supplier to maintain and/or
                  Immunise such surplus sheep, or all of them, in accordance
                  with clause 6.8(b) above, the Supplier shall maintain those
                  sheep for which the Customer does not specify any such
                  requirement in a good and proper manner but shall be under no
                  obligation necessarily to maintain them as if the same were to
                  be used in the production of Serum Products.

6.9      The Supplier shall be entitled to use the Original Sheep and any
         Additional Sheep in the production of Serum Products for the Customer
         in accordance with this agreement but for no other purpose without the
         express written consent of the Customer, which may be withheld for any
         reason.

7.       PRICE AND PAYMENT

7.1      (a)      Subject to clause 7.1(b) below, the Supplier shall at the time
                  of each delivery of Serum Products issue a tax invoice in
                  Australian Dollars to the Customer in respect of that
                  delivery.

         (b)      Until the Customer has been granted a licence by the FDA to
                  manufacture Finished Products from Serum Products produced by
                  the Supplier and to sell the same for human therapeutic use,
                  the Supplier shall, in respect of all Serum products stored by
                  the Supplier pursuant to clause 5.4(a) and upon completion of
                  their manufacture, invoice the Customer in Australian Dollars
                  eighty (80%) percent of the price otherwise payable therefor.
                  The Supplier shall invoice the remainder of the price payable
                  for such Serum Products at the time of each delivery thereof
                  to the Customer.

7.2      The price payable by the Customer for the Serum Products shall be as
         set out in schedule 1, and such price, the Husbandry Fee, the
         Immunisation Fee and the Test Bleed Fee shall remain fixed unless
         varied in accordance with this agreement, with no such variation,
         subject to clause 7.7 below, to be made other than on a Review Date.

7.3      (a)      The parties shall meet either in person or by telephone at
                  least fifty (50) Business Days in advance of each Review Date
                  and shall negotiate in good faith to agree the percentage
                  change, if any, over the preceding thirteen (13) Cycles in the
                  cost to the Supplier of manufacturing and delivering the Serum
                  Products in accordance with this agreement and in the event
                  that they agree on that percentage, the price payable by the
                  Customer for the Serum Products during the thirteen (13)
                  Cycles following the next Review Date shall be increased or
                  decreased, as applicable, by the same percentage. At the same
                  time, the parties shall negotiate in good faith to agree the
                  percentage changes, if any, over the preceding thirteen (13)
                  Cycles in each of the


                                      -13-
<PAGE>

                  cost to the Supplier of maintaining sheep as if used in the
                  production of Serum Products where the same are not so used,
                  of Immunising sheep and of conducting Test Bleeds, and in the
                  event that they agree on those percentages, the Husbandry Fee,
                  the Immunisation Fee and the Test Bleed Fee during the
                  thirteen (13) Cycles following the next Review Date shall
                  respectively be increased or decreased, as applicable, by the
                  same percentages.

         (b)      In the event that thirty (30) Business Days before such Review
                  Date, the parties have not reached agreement in accordance
                  with clause 7.3(a) above, they shall refer the matter for
                  determination in accordance with clause 7.8, whereupon the
                  price payable by the Customer for the Serum Products, the
                  Husbandry Fee, the Immunisation Fee and the Test Bleed Fee
                  during the thirteen (13) Cycles following the next Review Date
                  shall respectively be increased or decreased, as applicable,
                  by the same percentages as the percentage changes, if any, in
                  the cost to the Supplier over the preceding thirteen (13)
                  Cycles of manufacturing and delivering the Serum Products in
                  accordance with this agreement, of maintaining sheep as if
                  used in the production of Serum Products where the same are
                  not so used, of Immunising sheep and of conducting Test
                  Bleeds, each as determined pursuant to clause 7.8.

         (c)      Notwithstanding the above, if neither party requests a meeting
                  pursuant to clause 7.3(a) within fifty (50) Business Days
                  before the relevant Review Date, the price payable by the
                  Customer for the Serum Products and the Husbandry Fee, the
                  Immunisation Fee and the Test Bleed Fee during the thirteen
                  (13) Cycles following such Review Date shall be the same as
                  during the thirteen (13) Cycles preceding it, subject to any
                  change to the price payable by the Customer for the Serum
                  Products made pursuant to clause 7.7 below.

7.4      (a)      Unless clearly indicated to the contrary, the prices set out
                  in schedule 1, as amended, and all other amounts and
                  consideration to be provided under or in connection with this
                  agreement ("Agreed Prices") are exclusive of any Goods and
                  Services Tax and Of any Value Added Tax or other United
                  Kingdom taxes which is/are or may become payable as a
                  consequence of importing Serum Products into the United
                  Kingdom, but otherwise reflect the total prices payable by the
                  Customer's Group for the Serum Products.

         (b)      Where an Agreed Price is exclusive of Goods and Services Tax,
                  the Customer will pay to the Supplier such Agreed Price plus
                  the amount of any Goods and Services Tax for which the
                  Supplier becomes liable in respect of any Taxable Supply made
                  by the Supplier in consideration for that Agreed Price.

         (c)      A member of the Customer's Group shall pay any Value Added Tax
                  due at the point of import into the United Kingdom of Serum
                  Products exported thereto by the Supplier.

7.5      The price of the Serum Products shall include all costs of packaging,
         carriage and insurance therefor.


                                      -14-
<PAGE>


7.6      The Customer shall pay the Supplier the amount stated on each invoice
         for Serum Products issued pursuant to clause 7.1 at the end of the
         month following the date on which such invoice or the relevant Serum
         Products themselves are received by the Customer, whichever is the
         later.

7.7      If at any time during the term of this agreement the Customer requests
         material changes to be made to the Technical Agreement which concern
         the manufacturing procedures used to manufacture Serum Products and
         which the Supplier can prove will increase the costs to the Supplier to
         manufacture Serum Products or which the Customer can prove will
         decrease such costs, the parties will negotiate in good faith to agree
         revised prices for the Serum Products to reflect such increased or
         decreased costs, such revised prices to take effect when the parties
         agree, provided that if the parties have not reached such agreement
         within a reasonable time, they shall refer the matter for determination
         in accordance with clause 7.8, whereupon any increase or decrease in
         such costs will be as determined pursuant to clause 7.8.

7.8      (a)      In the event that clause 7.3(b) applies, or in the event that
                  the Customer and the Supplier are unable to agree a change in
                  the price for the Serum Products pursuant to clause 7.7, the
                  parties shall refer the matter to a partner for the time being
                  of any of the "big five" accountancy firms acceptable to both
                  the Customer and the Supplier or failing him to such other
                  person as the Customer and the Supplier may agree or in the
                  absence of agreement such person as shall be appointed by the
                  President for the time being of the Institute of Chartered
                  Accounts in Australia upon the application of either party
                  (the "EXPERT").

         (b)      The Expert shall act as an expert and not as an arbitrator,
                  his decision shall (in the absence of manifest error) be final
                  and binding on the parties and he shall use all reasonable
                  endeavours to determine, within twenty (20) Business Days:

                  (i)      in the case of a referral under clause 7.3(b), the
                           percentage change, if any, over the preceding
                           thirteen (13) Cycles in the cost to the Supplier of
                           manufacturing and delivering Serum Products in
                           accordance with this agreement, of maintaining sheep
                           as if used in the production of Serum Products where
                           the same are not so used, of Immunising sheep or of
                           conducting Test Bleeds, as applicable; or

                  (ii)     in the case of a referral under clause 7.7, a revised
                           price for the Serum Products which reflects the
                           change in the cost to the Supplier of manufacturing
                           the same as a result of material changes to the
                           Technical Agreement made at the Customer's request.

                  In making a determination pursuant to clause 7.8(b)(i) above,
                  the Expert shall reduce his calculation of any percentage
                  change over the preceding thirteen (13) Cycles in the cost to
                  the Supplier of manufacturing and delivering Serum Products in
                  accordance with this agreement, of maintaining sheep as if
                  used in the production of Serum Products where the same are
                  not so used, of Immunising sheep or of conducting Test Bleeds,
                  as applicable, to discount any increases in the foregoing



                                      -15-
<PAGE>


                  which have already been reflected by increases, pursuant to
                  clauses 7.7 or 7.8(b)(ii), in the price payable by the
                  Customer for Serum Products.

         (c)      Each party shall co-operate fully with the Expert and shall
                  bear the entire cost to it arising out of the discharge of its
                  obligations pursuant to this clause and the expenses of all
                  counsel and other advisers, witnesses and employees retained
                  by it for the purposes of the determination, save that the
                  costs and expenses of the Expert shall be borne by the parties
                  in such proportions as he may direct or, in the absence of
                  direction, equally.

         (d)      Subject to any rule of law or of any regulatory body or to any
                  provision of any contract entered into prior to the date of
                  this agreement to the contrary and to appropriate obligations
                  of confidentiality, the Customer and the Supplier shall each
                  give to the other and to the Expert such access to premises,
                  papers, books, accounts, records, returns and other documents
                  in their respective possession or control as may be required
                  by the Expert to make his determination.

7.9      (a)      Notwithstanding the contrary provisions of clauses 7.3 and
                  7.8, in the event that in respect of any period of thirteen
                  (13) Cycles following a Review Date (the "FOLLOWING YEAR"),
                  the quantities of Serum Products ordered by the Customer
                  pursuant to clause 2.3(a) are at least fifteen (15) per cent.
                  higher than those ordered in respect of the thirteen (13)
                  Cycles preceding such Review Date (the "PREVIOUS YEAR"), the
                  price payable by the Customer for the Serum Products during
                  the Following Year shall not be increased or decreased, as
                  applicable, by a percentage equal to the percentage change, if
                  any, in the cost to the Supplier of manufacturing and
                  delivering the Serum Products in accordance with this
                  agreement during the Previous Year, whether determined by
                  agreement of the parties pursuant to clause 7.3 or by the
                  Expert pursuant to clause 7.8(b), but shall be increased or
                  decreased, as applicable, by a percentage equal to the
                  projected percentage change, if any, in the cost to the
                  Supplier of manufacturing and delivering the Serum Products in
                  accordance with this agreement during the Following Year.

         (b)      In the event that clause 7.9(a) applies, the parties shall
                  endeavour to agree the projected percentage change, if any, in
                  the cost to the Supplier of manufacturing and delivering the
                  Serum Products in accordance with this agreement during the
                  Following Year at their meetings held pursuant to clause
                  7.3(a) and, in the event that they agree such percentage
                  within thirty (30) Business Days before the relevant Review
                  Date, the price payable by the Customer for the Serum Products
                  shall be increased or decreased, as applicable, by the same
                  percentage. In the event that the parties do not so agree such
                  percentage within thirty (30) Business Days before the
                  relevant Review Date, the matter shall be referred to the
                  Expert who shall determine such percentage in accordance with
                  clause 7.8.

8.       DEFECTS

8.1      The Customer shall, within fifty (50) Business Days of the delivery of
         any shipment of Serum Products, notify the Supplier of any defect
         therein by reason of which the Customer alleges that such Serum
         Products do not comply with, or that their manufacture, storage or
         transport, or the manufacture, storage or transport of the materials
         from which they were


                                      -16-
<PAGE>

         produced, has not complied with the requirements of this agreement, in
         which case the Customer shall be deemed to have rejected such shipment
         of Serum Products.

8.2      If the Customer fails to give such notice then, except in respect of
         any defect which is not apparent on reasonable inspection, the Customer
         shall be deemed to have accepted delivery of the Serum Products in such
         shipment, and the Supplier shall have no liability to the Customer in
         respect of late or missed delivery.

8.3      In the event that the Customer rejects any Serum Products pursuant to
         clause 8.1 above, the Supplier shall, within twenty (20) Business Days
         of being requested to do so, supply replacement Serum Products which
         accord with and whose manufacture, storage and transport, and the
         manufacture, storage and transport of the materials from which they
         were made accord with the requirements of this agreement, at no extra
         cost to the Customer.

9.       INTELLECTUAL PROPERTY

9.1      All Intellectual Property Rights in the Serum Products and the Finished
         Product and in the process of producing Finished Products from Serum
         Products or otherwise, and in all Product Information furnished by or
         on behalf of the Customer to the Supplier and in any other subject
         matter supplied to the Supplier in relation to the production of the
         Serum Products shall belong to and be and remain vested exclusively in
         the Customer, and the Supplier shall, without charge, assign and
         transfer to the Customer, with full title guarantee, all Intellectual
         Property Rights in the foregoing and each part of each and every one of
         them, for the remainder of the term during which the said rights and
         any renewals or extensions thereof shall subsist, including the rights
         to sue for the past infringements of such Intellectual Property Rights
         and to retain any damages obtained as a result of such action.

9.2      The Supplier shall execute and do all such documents, deeds, matters,
         acts and things as the Customer may at any time require properly to
         vest the Intellectual Property Rights in the Serum Products and the
         Finished Products or any part of or any one or more of them in the
         Customer or, at the Customer's direction, any other member company of
         the Customer's Group, or otherwise to perfect the Customer's or such
         other member company of the Customer's Group's title thereto or to
         assist the Customer in enforcing its entitlement hereunder to sue for
         any past infringement thereof. The Customer shall pay the Supplier's
         reasonable expenses in performing its obligations under this clause 9.2
         but, for the avoidance of doubt, the Customer shall make no additional
         charge for performing such obligations.

9.3      All the Intellectual Property Rights in the process of producing the
         Serum Products shall, from the outset, and as between the parties, be
         vested exclusively in the Supplier, save to the extent that they or the
         materials, technologies or techniques in which they subsist have been
         provided to the Supplier by or on behalf of the Customer or any other
         member company of the Customer's Group, in which case and to which
         extent they shall belong exclusively to the Customer or such other
         company, as applicable,

9.4      (a)      The Customer shall provide and license the Supplier, for the
                  term of this agreement, use of such Intellectual Property
                  Rights in the Product Information owned by the Customer as
                  shall be necessary for the Supplier to produce Serum Products
                  in accordance with this agreement but for no other purpose and
                  the Supplier shall keep


                                      -17-
<PAGE>


                  the same in the strictest confidence in accordance with the
                  provisions of clause 16 hereto.

         (b)      Upon the termination of this agreement, the Supplier shall
                  promptly return all materials provided by the Customer
                  pursuant to this clause 9.4, along with all copies and notes
                  thereof, whether of the whole of such materials or part only,
                  in whatever form the same exist.

         (c)      Other than as expressly provided by this clause 9.4 or
                  otherwise in writing, the Supplier has no entitlement to and
                  shall make no use of any Intellectual Property Rights owned by
                  or licensed to the Customer.

9.5      In performing its obligations pursuant to this agreement, the Supplier
         shall not knowingly infringe the Intellectual Property Rights of any
         third party and shall use its reasonable endeavours not to infringe any
         such Intellectual Property Rights.

10.      IMPROVEMENTS AND INVENTIONS

10.1     If the Supplier makes or acquires an Improvement, it shall promptly and
         fully disclose and explain the same in confidence to the Customer to
         the extent that it is not prohibited by law, by any undertaking given
         to others or by considerations relating to the securing of a patent or
         other Intellectual Property Right protection.

10.2     The Supplier shall, at the Customer's request, grant a world-wide,
         non-exclusive, royalty free, irrevocable licence (including the right
         to grant sub-licences thereunder) to the Customer in respect of any
         Improvement it makes and discloses to the Customer under clause 10.1
         above. The provisions of this clause 10.2 shall survive the termination
         of this agreement for whatever reason.

10.3     If any patent is obtained by the Supplier in respect of any
         Improvement, the Supplier shall, at the Customer's request, grant a
         non-exclusive, royalty free, irrevocable licence (including the right
         to grant sub-licences thereunder) to the Customer in all the countries
         in which patent protection is obtained, for the full term of such
         patent. The provisions of this clause 10.3 shall survive the
         termination of this agreement for whatever reason.

10.4     Any Improvement arising from work carried out jointly shall belong to
         the parties equally unless they shall otherwise agree. Each party:-

         (a)      shall have the irrevocable right to use such joint Improvement
                  independently of the other;

         (b)      shall have, to the extent necessary for such use, a licence in
                  respect of all jointly held Intellectual Property Rights
                  relating thereto including the right to grant sub-licences
                  thereunder; and

         (c)      hereby undertakes that, on request, it will confirm to any
                  prospective licensee of the other the right of that other
                  pursuant to this clause to grant such a licence.


                                      -18-
<PAGE>


10.5     (a)      Where the Supplier has developed an Improvement it shall not
                  publish the same or do anything that might prejudice the
                  validity of any patent that might subsequently be granted on
                  such Improvement until the Customer has had at least fifteen
                  (15) Business Days from disclosure to it in writing of all
                  information relating to such Improvement to consider whether
                  patent or other protection should be applied for in respect
                  thereof.

         (b)      The Supplier will, on request, notify the Customer whether it
                  intends to seek any patent protection in respect of such
                  Improvement and if it does not, it shall, on request, assign
                  to the Customer or such other member company of the Customer's
                  Group as the Customer may direct all rights therein and the
                  obligation on the Supplier in clause 10.5(a) above shall
                  continue for such time as may be reasonably required in order
                  for the Customer or such other company, as applicable, to
                  prepare and file an application for such patent protection.

10.6     The Supplier may, at any time in respect of an Improvement, elect not
         to pursue further an application for patent protection either jointly
         or on its own behalf or to maintain any such patent protection as it
         may have obtained but shall notify the Customer of any such election
         and shall offer the rights in such Improvement or patent to the
         Customer and shall, if so requested by the Customer, assign all rights
         it may have therein to the Customer, or such other member company of
         the Customer's Group as the Customer may direct, provided that the
         Supplier shall be entitled to a full, irrevocable, world-wide,
         perpetual, royalty free, non exclusive licence under all relevant
         rights with the right to sub-license and assign the same.

10.7     Each party shall bare its own costs in respect of any patent
         applications it makes but the parties shall share equally the costs of
         filing and prosecuting, to the fullest extent possible, any future
         joint patent applications and of maintaining in all countries every
         patent granted pursuant to such applications.

10.8     (a)      Each party shall inform the other of any infringement of any
                  patent obtained in respect of any Improvement (for the
                  purposes of this clause, a "PATENT") forthwith upon such
                  infringement coming to its notice.

         (b)      In the event of such infringement and in the event that the
                  party which owns a Patent chooses to pursue the infringer, the
                  other party shall, at the first party's expense, provide all
                  reasonable assistance to the first party, (including without
                  limitation the use of its name in or being joined as a party
                  to proceedings) in connection therewith.

         (c)      In the event of such infringement and in the event that the
                  party which owns the relevant Patent chooses not to pursue the
                  infringer, the other party may take all legitimate steps to
                  halt the infringement and the first party shall, at the other
                  party's expense, provide all reasonable assistance to the
                  other party, (including without limitation the use of its name
                  in or being joined as a party to proceedings) in connection
                  with such steps.

         (d)      Except as expressly provided above, each party shall bear the
                  costs of any proceedings taken in respect of such
                  infringement.


                                      -19-
<PAGE>


11.      QUALITY CONTROL AND COMPLIANCE WITH REGULATIONS

11.1     The Supplier shall at all times maintain, in a clean, safe and hygienic
         condition and in accordance with all appropriate statutes and
         regulations:-

         (a)      the premises at which it produces Serum Products;

         (b)      the equipment located in such premises which is used in
                  connection with the production and packaging of Serum
                  Products; and

         (c)      all packaging to be used in connection with Serum Products.

11.2     (a)      In addition to the rights granted to the Customer by the
                  Supplier by clause 2.8 above, the Supplier shall, on
                  reasonable notice, permit the Customer's authorised
                  representatives from time to time and during normal working
                  hours to enter, assess and inspect the premises at which the
                  Supplier produces Serum Products and its personnel involved in
                  such production, in order to observe the Supplier's operations
                  and methods, provided that the Customer shall ensure that such
                  representatives shall at all times comply with the Supplier's
                  regulations and instructions relating to the safety and
                  conduct of persons on its premises.

         (b)      The Supplier shall provide all reasonable assistance to the
                  Customer and its authorised representatives in conducting any
                  assessment or inspection pursuant to this clause 11.2,
                  including without limitation by answering all inquiries made
                  in the course thereof and by providing access to relevant
                  records.

11.3     The Supplier shall, on the fifteenth (15th) day of each month, provide
         the Customer with a written report providing any information which
         might reasonably be of interest to the Customer relating to the
         following matters, such report to relate to the calendar month prior to
         that in which it is provided;

         (a)      the health status of the sheep involved in the production of
                  Serum Products;

         (b)      the process of immunising and bleeding such sheep in the
                  course of producing Serum Products;

         (c)      the yields of Serum Products obtained from such sheep; and

         (d)      any issues relating to quality control, non-compliance with
                  Standard Operating Procedures, regulatory requirements,
                  excursions or incidents involving such sheep or any aspect of
                  the production of Serum Products.

11.4     The obligations of clause 11.3 above shall not apply insofar as the
         Supplier gives the Customer information which it would otherwise be
         required to do thereunder pursuant to other provisions of this
         agreement, including, for the avoidance of doubt, the Technical
         Agreement.


                                      -20-
<PAGE>


11.5     The Supplier shall dispose of any unused Bulk Immunogen and of any and
         all unneeded, unused or unusable Serum Products or the production
         stages thereof, of which it disposes for whatever reason, whether
         pursuant to this agreement or otherwise, at its own cost,
         appropriately, promptly and safely, in compliance with all applicable
         environmental and health and safety laws, regulations and legislation.

11.6     Without prejudice to the foregoing, the Supplier shall comply in all
         respects, including without limitation, in respect of workplace safety
         and the condition of the premises at which it produces the Serum
         Products, with the provisions of the Workplace Health and Safety Act
         1995 (Tasmania).

11.7     The Customer shall have no liability to the Supplier for any claims
         brought by the Supplier's employees or agents pursuant to the Workers
         Rehabilitation and Compensation Act 1988 (Tasmania) or for breaches of
         the Workplace Health and Safety Act 1995 (Tasmania) in respect of the
         premises on which such employees or agents work.

11.8     The Customer shall have no liability to the Supplier for any payments
         to the Supplier's employees or agents, whether by remuneration, long
         service leave, or any other entitlements, or for any claims brought by
         the Supplier's employees or agents, whether pursuant to common law or
         any legislation.

12.      WARRANTIES

12.1     The Supplier warrants to the Customer that it shall produce, handle,
         store and transport Serum Products and all materials and components
         used in their production with skill, competence, care and attention and
         in accordance with all appropriate legislation, regulations and other
         requirements of any appropriate regulatory authority which apply from
         time to time.

12.2     The Supplier warrants to the Customer that the Serum Products shall be
         of satisfactory quality and shall conform with the Technical Agreement
         and that the Supplier shall comply with the Technical Agreement and the
         requirements of all SOPs referred to therein in all respects.

12.3     The Supplier warrants to the Customer that the Serum Products are and
         shall continue to be, until title to them is transferred to the
         Customer (which shall occur when the Serum Products are delivered to
         the Customer or its agent pursuant to clause 5.8 above), its absolute
         property, free from any mortgage, charge, pledge, lien or third party
         right or interest of any kind, but for the avoidance of doubt, this
         clause 12.3 shall not operate to restrict the Supplier from offering
         its assets, other than Serum Products and the production stages
         thereof, as security for indebtedness which it incurs in the normal
         course of its business.

12.4     The Supplier warrants to the Customer that it shall keep all sheep used
         or to be used in the production of Serum Products at its facility
         separately from any other livestock thereat in an appropriate manner
         and to appropriate standards prescribed by legislation for the use of
         the same in such production including, without limitation, by providing
         veterinary services therefor.


                                      -21-
<PAGE>

12.5     The Supplier warrants to the Customer that it shall comply with all
         legislative or regulatory requirements imposed upon it by virtue of the
         performance of its obligations or the exercise of its rights pursuant
         to this agreement, including but not limited to the:

                  (i)      Animal Welfare Act 1993 (Tasmania);

                  (ii)     Animal Health Act 1995 (Tasmania);

                  (iii)    Environmental Management and Pollution Control Act
                           1994 (Tasmania);

                  (iv)     Environment Protection Act 1993 (Tasmania);

                  (v)      Export Control Act 1982 (Commonwealth);

                  (vi)     Workplace Health and Safety Act 1995 (Tasmania); and

                  (vii)    Workers Rehabilitation and Compensation Act 1986
                           (Tasmania);

                  and, to the extent applicable, that it has given due
                  consideration thereto and to any other appropriate legislation
                  in preparing the SOPs, such that the SOPs, and the manufacture
                  of Serum Products and the upkeep of the sheep used therein in
                  accordance with such SOPs, comply and shall comply with such
                  requirements.

12.6     The Supplier warrants that it shall comply with the Trade Practices Act
         1974 (Commonwealth) in the provision of services to the Customer
         pursuant to this agreement.

12.7     Each party warrants to the other that it has obtained all corporate
         authorisations and all other applicable governmental, statutory,
         regulatory or other consents, licences, waivers or exemptions required
         to empower it to enter into and to perform its obligations under this
         agreement.

12.8     Each party warrants to the other that its entering into this agreement
         will not be a breach of any other agreement to which it is a party.

13.      LIMITATION OF LIABILITY

13.1     The Supplier's liability to the Customer for:-

         (a)      death or injury resulting from its own negligence, or that of
                  its employees, agents or subcontractors; and

         (b)      all loss or damage suffered by the Customer as a result of
                  breach by the Supplier of statutorily implied terms in respect
                  of the Serum Products relating to title, quiet possession and
                  freedom from encumbrances;

          shall not be limited.


                                      -22-
<PAGE>


13.2     Subject to clause 13.1 above, the Supplier's liability for any single
         breach of this agreement shall be limited to      [*]     .

13.3     The Customer shall not be responsible in any way for ensuring or
         assisting the Supplier's compliance with such legislation as the
         Supplier is required to comply with hereby or otherwise, and shall have
         no liability to the Supplier for and in the event of the Supplier's
         failure so to comply with such legislation or any part thereof.

14.      FORCE MAJEURE

14.1     "EVENT OF FORCE MAJEURE" means, in relation to either party, an event
         or circumstance beyond the reasonable control of that party (the
         "CLAIMING PARTY") including, without limitation, strikes, lock-outs and
         other industrial disputes (in each case, whether or not relating to the
         Claiming Party's workforce).

14.2     The Claiming Party shall not be deemed to be in breach of this
         agreement or otherwise liable to the other party (the "NON-CLAIMING
         PARTY") for any delay in performance or any non-performance of any
         obligations under this agreement (and the time for performance shall be
         extended accordingly) to the extent that the delay or non-performance
         is due to an Event of Force Majeure, provided that:-

         (a)      the Claiming Party could not have avoided the effect of the
                  Event of Force Majeure by taking precautions which, having
                  regard to all matters known to it before the occurrence of the
                  Event of Force Majeure and all relevant factors, it ought
                  reasonably to have taken but did not take; and

         (b)      the Claiming Party has used reasonable endeavours to mitigate
                  the effect of the Event of Force Majeure and to carry out its
                  obligations under this agreement in any other way that is
                  reasonably practicable.

14.3     The Claiming Party shall promptly notify the Non-Claiming Party of the
         nature and extent of the circumstances giving rise to the Event of
         Force Majeure.

14.4     If the Event of Force Majeure in question prevails for a continuous
         period in excess of three (3) months after the date on which it began,
         the Non-Claiming Party may give notice to the Claiming Party
         terminating this agreement. The notice to terminate must specify the
         termination date, which must not be less than thirty (30) clear days
         after the date on which the notice to terminate is given. Once the
         notice to terminate has been validly given, this agreement will
         terminate on the termination date set out in the notice. Neither party
         shall have any liability to the other in respect of termination of this
         agreement due to an Event of Force Majeure, but rights and liabilities
         which have accrued prior to termination shall subsist, including
         without limitation those under clause 16.

15.      DURATION AND TERMINATION

15.1     (a)      This agreement shall come into effect on the Effective Date
                  and shall continue in force for a period of [*] (the "INITIAL
                  TERM"), unless terminated earlier pursuant to this clause 15.


* Material has been omitted pursuant to a request for confidential treatment
  and has been filed separately with the Commission.



                                      -23-
<PAGE>


         (b)      Following the expiry of the Initial Term, and provided that
                  neither party has given the other notice of termination, such
                  notice to be given at least eighteen (18) months prior to the
                  end of the Initial Term, this agreement shall remain in force
                  until terminated by either party giving to the other party not
                  less than eighteen (18) months' written notice.

15.2     A party (the "INITIATING PARTY") may terminate this agreement with
         immediate effect by written notice to the other party (the "BREACHING
         PARTY") on or at any time after the occurrence of any of the following
         events:

         (a)      the Breaching Party being in continuing or material breach of
                  an obligation under this agreement and, if the breach is
                  capable of remedy, failing to remedy the breach within thirty
                  (30) Business Days starting on the day after receipt of
                  written notice from the Initiating Party giving full details
                  of the breach and requiring the Breaching Party to remedy the
                  breach;

         (b)      the Breaching Party passing a resolution for its winding-up or
                  a court of competent jurisdiction making an order for the
                  Breaching Party's winding-up or dissolution;

         (c)      the making of an administration order in relation to the
                  Breaching Party or the appointment of a receiver over, or an
                  encumbrancer taking possession of or selling an asset of the
                  Breaching Party; and

         (d)      the Breaching Party making an arrangement or composition with
                  its creditors generally or making an application to a court of
                  competent jurisdiction for protection from its creditors
                  generally.

15.3     For the purpose of clause 15.2(a):

         (a)      a breach will be considered capable of remedy if time is not
                  of the essence in performance of the obligation in question
                  and if the Breaching Party can comply with the obligation
                  within the thirty (30) Business Day period referred to in such
                  clause; and

         (b)      without limitation, a breach by either party of any
                  legislative or regulatory requirement with which it is
                  required to comply hereunder shall constitute a material
                  breach of an obligation under this agreement.

15.4     Notwithstanding the above, the Customer may terminate this agreement
         forthwith and without liability to the Supplier in the event that:

         (a)      the Customer receives notification that the FDA will not grant
                  its approval to sale of Finished Products for human therapy if
                  manufactured from Serum Products produced for the Customer by
                  the Supplier;

         (b)      the Customer does not receive such approval within a
                  reasonable time following the Effective Date;


                                      -24-
<PAGE>


         (c)      such approval, if granted, is withdrawn; or

         (d)      the Customer determines in its reasonable discretion not to
                  request such approval on the basis that it does not reasonably
                  consider that the FDA will grant the same.

15.5     Following the termination of this agreement for whatever reason, the
         parties shall negotiate in good faith the removal of the Original Sheep
         and any Additional Sheep from the Supplier's premises but until the
         same are so removed, the Supplier shall maintain them at the Customer's
         expense in such manner as immediately prior to such termination or as
         the Customer otherwise directs.

15.6     Upon the termination of this agreement, for whatever reason, the
         Supplier shall promptly execute all such documents, deeds, matters,
         acts and things as the Customer may require properly to vest in the
         Customer or, at the Customer's direction, any other member of the
         Customer's Group, such Intellectual Property Rights to which the
         Customer is entitled pursuant to this agreement and which have not,
         prior to such termination, been so executed. The Customer shall pay the
         Supplier's reasonable expenses in performing its obligations under this
         clause 15.6 but, for the avoidance of doubt, the Customer shall make no
         charge for performing such obligations.

16.      CONFIDENTIALITY

16.1     Each party shall, during the full term of this agreement and
         thereafter, keep secret and confidential the contents of this
         agreement, the Technical Agreement and all Business Information and
         Product Information disclosed to it by or on behalf of the other party
         or otherwise belonging to the other party (and shall procure that its
         agents and/or employees are similarly bound) and shall not disclose the
         same to any person, save to the extent necessary to perform its
         obligations under this agreement in accordance with its terms and save
         as expressly authorised in writing to be disclosed by the other party.

16.2     The obligation of confidentiality contained in clause 16.1 shall not
         apply or (as the case may be) shall cease to apply to Business
         Information or Product Information which:-

         (a)      at the time of its disclosure by the disclosing party is
                  already in the public domain or which subsequently enters the
                  public domain other than by breach of the terms of this
                  agreement by the receiving party;

         (b)      is already known to the receiving party (as evidenced by
                  written records) at the time of its disclosure by the
                  disclosing party and was not otherwise acquired by the
                  receiving party from the disclosing party under any
                  obligations of confidence;

         (c)      is at any time after the date of this agreement acquired by
                  the receiving party from a third party having the right to
                  disclose the same to the receiving party without breach of
                  obligation owed by that third party to the disclosing party;
                  or

         (d)      is required to be disclosed by applicable law or order of a
                  court of competent jurisdiction or government department or
                  agency or by the rules and standards of the


                                      -25-
<PAGE>


                  London Stock Exchange plc or the Listing Rules of the UK
                  Listing Authority or the rules and requirements of any other
                  regulatory body, including without limitation, the Australian
                  Securities and Investments Commission, provided that prior to
                  such disclosure the receiving party shall advise the
                  disclosing party of the proposed form of the disclosure.

16.3     Notwithstanding the foregoing provisions of this clause 16, the
         Customer and any of its sub-licensees pursuant to this agreement shall
         be entitled to disclose Business Information or Product Information of
         the Supplier to:

                  (i)      actual or potential customers for Finished Products,
                           insofar as such disclosure is reasonably necessary to
                           promote the sale or use of Finished Products; and

                  (ii)     any other member company of the Customer's Group.

16.4     Each party shall procure that all its employees, contractors,
         consultants, advisers and sub-licensees pursuant to this agreement (if
         any) who have access to any information of the other to which the
         obligations of clause 16.1 apply shall be made aware of and subject to
         these obligations and shall further procure that so far as is
         reasonably practicable, all such employees, contractors and
         sub-licensees shall enter into written undertakings in favour of the
         other party to this end.

16.5     Any disclosures made by a party under this agreement to the other party
         which are specific or a combination of features shall not be deemed to
         fall within the above exceptions merely because any specific disclosure
         is covered by a general disclosure or because individual features are
         within or subsequently enter the public domain or the other party's
         possession and the above exceptions shall only apply in the case of
         disclosure of a combination of features if the combination and its
         principle of operation is within or subsequently enters the public
         domain or the other party's possession following acquisition by that
         other party from a third party entitled to make such disclosure without
         breach of any obligation of confidence.

17.      COSTS

         Save as expressly otherwise provided in this agreement each of the
         parties shall bear its own legal, accountancy and other costs, charges
         and expenses connected with the negotiation, preparation and
         implementation of this agreement and any other agreement incidental to
         or referred to in this agreement.

18.      VARIATIONS

18.1     This agreement may be varied only by a document signed by each of the
         Supplier and the Customer, except that:

         (a)      the Customer may amend at will its standard terms and
                  conditions of purchase annexed hereto as schedule 3; and


                                      -26-
<PAGE>


         (b)      in the event that the Customer reasonably requests amendments
                  to be made to the Technical Agreement, such amendments shall
                  take effect upon the Customer giving notice thereof to the
                  Supplier.

18.2     In the event that the Customer amends its standard terms and conditions
         of purchase annexed hereto as schedule 3, it shall promptly notify the
         Supplier of such amendments.


19.      WAIVER

19.1     A waiver of any term, provision or condition of, or consent granted
         under this agreement shall be effective only if given in writing and
         signed by the waiving or consenting party and then only in the instance
         and for the purpose for which it is given.

19.2     No failure or delay on the part of any party in exercising any right,
         power or privilege under this agreement shall operate as a waiver
         thereof, nor shall any single or partial exercise of any such right,
         power or privilege preclude any other or further exercise thereof or
         the exercise of any other right, power or privilege.

19.3     No breach of any provision of this agreement shall be waived or
         discharged except with the express written consent of the parties.

19.4     The rights and remedies herein provided are cumulative with and not
         exclusive of any rights or remedies provided by law.

20.      INVALIDITY

         If any provision of this agreement is or becomes (whether or not
         pursuant to 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, shall not
                  be affected or impaired in any way thereby.

21.      NOTICES

21.1     Any notice, demand or other communication given or made under or in
         connection with the matters contemplated by this agreement shall be in
         writing and shall be delivered by hand or sent by prepaid post (airmail
         if sent abroad) or sent by facsimile transmission and immediately
         confirmed by hand delivery or registered post:-

         In the case of the Supplier to:

         Address:        Mountford, Longford, Tasmania 7301, Australia
         Fax:            +61 (0)3 6391 2723
         Attention:      The General Manager


                                      -27-
<PAGE>


          In the case of the Customer to:

          Address:         Protherics Australasia Pty Ltd, RSD Turretfield
                           Research Centre, Rosedale,
                           South Australia 5350
          Fax:             +61 (0)8 8524 9113
          Attention:       Operations Director

         and a notice given in accordance with this clause shall be deemed
         received:-

         (a)      if delivered by hand, upon the date of delivery;

         (b)      if sent by pre-paid post, seven (7) Business Days after the
                  date of posting;

         (c)      if sent by fax, on the day the transmission is sent (but only
                  if the sender has a confirmation report specifying a facsimile
                  number of the recipient, the number of pages and date of
                  transmission),

         provided that if, in accordance with the above provision, any such
         notice, demand or other communication would otherwise be deemed to be
         given or made after 5.00 p.m., such notice, demand or other
         communication shall be deemed to be given or made at 9.00 a.m. on the
         next Business Day.

21.2     A party may notify the other party to this agreement of a change to its
         name, relevant addressee, address or fax number for the purposes of
         clause 21.1 provided that such notification shall only be effective
         on:-

         (a)      the date specified in the notification as the date on which
                  the change is to take place; or

         (b)      if no date is specified or the date specified is less than
                  five (5) Business Days after the date on which notice is
                  given, the date falling five (5) Business Days after notice of
                  any such change has been given.

22.      NO PARTNERSHIP

22.1     Nothing in this agreement and no action taken by the parties pursuant
         to this agreement shall constitute, or be deemed to constitute, the
         parties a partnership, association, joint venture or other co-operative
         entity.

22.2     At no time shall either of the parties have the authority to hold
         itself out as the agent of the other or as being empowered to bind the
         other in any way whether contractually or otherwise.

23.      ASSIGNMENT AND SUB-CONTRACTING

23.1     Subject to clause 23.2, this agreement is personal to the parties to it
         and accordingly, neither party may, without the prior written consent
         of the other, assign the benefit of all or any its obligations under
         this agreement, nor any benefit arising under or out of this agreement.


                                      -28-
<PAGE>


23.2     The Customer shall be entitled without the prior written consent of the
         Supplier to assign, transfer or in any manner make over the benefit
         and/or burden of this agreement to an Affiliate or member company of
         the Customer's Group or to any joint venture company where it is the
         beneficial owner of at least fifty (50) per cent. of the issued share
         capital thereof or to any company with which it may merge or to any
         company to which it may transfer its assets and undertaking provided
         that such Affiliate or other company undertakes and agrees in writing
         to assume, observe and perform the rights and powers and/or duties and
         obligations of the Customer under this agreement.

23.3     This agreement shall be binding upon the successors and assignees of
         the parties hereto and the name of a party appearing herein shall be
         deemed to include the name of its successors and assignees, provided
         always that nothing shall permit any assignment by either party except
         as expressly provided herein.

23.4     The Supplier may sub-contract any of its obligations under this
         agreement, provided that:

         (a)      it has used all due diligence in selecting the third party to
                  which it sub-contracts such obligations, by evaluating the
                  competency of such third party to undertake the same;

         (b)      it advises the Customer in advance of its intention to
                  sub-contract such obligations to a third party and at such
                  time identifies such third party to the Customer and informs
                  the Customer of the terms of such proposed sub-contracting
                  arrangement; and

         (c)      the Customer consents in writing to such sub-contracting to
                  such party on such terms, which consent may be withheld for
                  any reason.

23.5     Notwithstanding any sub-contracting of its obligations to a third
         party, the Supplier shall remain fully responsible for the performance
         of its obligations under and fully liable for any breach of this
         agreement.

23.6     In the event that the Supplier sub-contracts any of its obligations
         under this agreement to a third party, the Supplier shall conduct
         audits of such third party's performance on at least an annual basis
         and promptly report the results of such audits to the Customer.

24.      GOVERNING LAW AND JURISDICTION

24.1     This agreement (and any dispute, controversy, proceedings or claims of
         whatever nature arising out of or in any way relating to this agreement
         or its formation) shall be governed by and construed in accordance with
         the laws of South Australia.

24.2     Each of the parties to this agreement irrevocably agrees that the
         courts of South Australia shall have non-exclusive jurisdiction to hear
         and decide any suit, action or proceedings, and/or to settle any
         disputes, which may arise out of or in connection with this agreement
         and, for these purposes, each party irrevocably submits to the
         non-exclusive jurisdiction of the courts of South Australia.


                                      -29-
<PAGE>


24.3     Neither party not commence any court or arbitration proceedings in
         relation to any dispute arising out of the subject matter of this
         agreement unless (except where such party seeks urgent interlocutory
         relief) it:

         (a)      gives written notice to the other party specifying the nature
                  of the dispute; and

         (b)      then endeavours to resolve the dispute with the other party
                  expeditiously using formal dispute resolution techniques such
                  as mediation, expert evaluation or determination or similar
                  techniques agreed by them,

24.4     If the parties do not agree within seven (7) days of service of the
         notice referred to in clause 24.3(a) (or such further period as they
         may agree in writing) as to:

         (a)      the dispute resolution techniques and procedures to be
                  adopted;

         (b)      the timetable for all steps in those procedures; and

         (c)      the selection and compensation of the independent person
                  required for such technique;

                  the parties shall mediate the dispute in accordance with
                  Practice Direction No. 12 of the Supreme Court of South
                  Australia (Guidelines for Conduct of Mediation) and execute an
                  agreement to mediate in a form approved by the Law Society of
                  South Australia. The President of the Law Society of South
                  Australia or the President's nominee will select the mediator
                  and determine the mediator's remuneration.

25.      EXCLUSION OF THIRD PARTY RIGHTS

         This agreement is not for the benefit of any person who is not a party
         signatory hereto or specifically named as a beneficiary herein.

26.      ENTIRE AGREEMENT

         Other than in the case of any claim or proceeding based upon fraud
         (including without limitation fraudulent concealment), this agreement,
         incorporating the Technical Agreement, constitutes the entire and only
         agreement and understanding of the parties and supersedes all prior
         oral or written agreements, undertakings, representations or
         arrangements between them relating to the subject matter of this
         agreement. Neither party shall be entitled to rely on any agreement,
         understanding, representation or arrangement which is not expressly
         contained in this agreement.


                                      -30-
<PAGE>
IN WITNESS whereof this agreement has been executed on the date first above
written.

Signed by
for and on behalf of SELBORNE BIOLOGICAL SERVICES (AUSTRALIA) PTY LIMITED


/s/ M. G. Pope                 (Signature)
------------------------------


Signed by
for and on behalf of PROTHERICS AUSTRALASIA PTY LIMITED

/s/ James C. Christie          (Signature)
------------------------------


                                     -35-