<PAGE>

                                                                    Exhibit 10.1

CONFIDENTIAL TREATMENT REQUESTED] [...***...] INDICATES MATERIAL THAT HAS BEEN
OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH
OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

                                                               EXECUTION COPY IV




                              TERMINATION AGREEMENT



                              ELAN CORPORATION, PLC



                        ELAN INTERNATIONAL SERVICES, LTD.



                               GLYCOGENESYS, INC.
                          (FORMERLY SAFESCIENCE, INC.)


                                       AND


                             SAFESCIENCE NEWCO, LTD.

<PAGE>

                                      INDEX

CLAUSE 1   DEFINITIONS

CLAUSE 2   TERMINATION OF THE NEWCO AGREEMENTS

CLAUSE 3   REPRESENTATIONS/WARRANTIES/CONFIRMATIONS
           AND INDEMNITIES

CLAUSE 4   INTELLECTUAL PROPERTY

CLAUSE 5   RIGHTS RELATED TO SECURITIES

CLAUSE 6   SALE OF SHARES AND COMPLETION

CLAUSE 7   CONFIDENTIALITY

CLAUSE 8   WAIVER OF ACCRUED RIGHTS / MUTUAL RELEASES

CLAUSE 9   PAYMENTS, REPORTS AND AUDITS

CLAUSE 10  GENERAL

<PAGE>

THIS TERMINATION AGREEMENT made this 18th day of December 2002 (this
"Agreement")

AMONG:

(1)  ELAN CORPORATION, PLC, a public limited company incorporated under the laws
     of Ireland and having its registered office at Lincoln House, Lincoln
     Place, Dublin 2, Ireland ("Elan Corp");

(2)  ELAN INTERNATIONAL SERVICES, LTD., an exempted limited liability company
     incorporated under the laws of Bermuda, and having its registered office at
     Clarendon House, 2 Church St., Hamilton, Bermuda ("EIS");

(3)  GLYCOGENESYS, INC., a Nevada corporation, formerly known as SafeScience,
     Inc., having its principal place of business at Park Square Building, 31
     St. James Avenue, 8/th/ Floor, Boston, MA 02116 United States of America;
     and

(4)  SAFESCIENCE NEWCO, LTD an exempted company incorporated under the laws of
     Bermuda, and having its registered office at Clarendon House, 2 Church St.,
     Hamilton, Bermuda.

RECITALS:

A.   The Parties entered into various agreements whereby Elan Corp, EIS and JVP
     established the joint venture company, Newco, and Elan Corp and JVP each
     licensed certain intellectual property to Newco for a specified field of
     use. Specifically:

     (i)   Elan Corp, EIS, JVP and Newco entered into a Subscription, Joint
           Development and Operating Agreement dated 29 June 2001 (the "JDOA");

     (ii)  Elan Corp and Newco entered into a License Agreement dated 29 June
           2001 (the "Elan License Agreement");

     (iii) JVP and Newco entered into a License Agreement dated 29 June 2001
           (the "JVP License Agreement"); and

     (iv)  Newco, JVP and EIS entered into a Registration Rights Agreement with
           respect to the capital stock of Newco dated 29 June 2001 (the "Newco
           Registration Rights Agreement").

B.   The JDOA, Elan License Agreement, JVP License Agreement, and Newco
     Registration Rights Agreement, are together defined in this Agreement as
     the "Newco Agreements".

<PAGE>

C.   The Parties also entered into agreements whereby JVP sold and EIS purchased
     certain securities of JVP and the Parties agreed to certain matters related
     to the ownership of such securities. Specifically:

     (i)   EIS and JVP entered into a Securities Purchase Agreement and a
           certain letter agreement regarding same, each dated 29 June 2001 (the
           "Securities Purchase Agreement"); and

     (ii)  EIS and JVP entered into a Registration Rights Agreement with respect
           to the capital stock of JVP dated 29 June 2001 (the "JVP Registration
           Rights Agreement");

     (iii) JVP executed and delivered to EIS a Warrant, dated as of 29 June
           2001, to purchase 381,679 shares of Common Stock, par value US$.001
           per share, of JVP (the "Warrant"); and

     (iv)  EIS and JVP entered into an Agreement and Amendment on April 16,
           2002, effective as of July 10, 2001, regarding certain changes to
           JVP's Certificate of Designations, Preferences and Rights (the "CD
           Amendment").

D.   The Parties wish to (i) terminate in full the Newco Agreements as set forth
     below, (ii) set forth their agreement in relation to other matters
     including, inter alia, the transfer of shares of Newco by EIS to JVP, and
     (iii) amend certain agreements as set forth below in relation to matters
     related to security holdings in JVP.

IN CONSIDERATION OF THE MUTUAL COVENANTS CONTAINED HEREIN, AND OTHER GOOD AND
VALUABLE CONSIDERATION, THE RECEIPT AND ADEQUACY OF WHICH ARE HEREBY
ACKNOWLEDGED, IT IS HEREBY AGREED AS FOLLOWS:

1    DEFINITIONS:

     Capitalized terms used in this Agreement shall have the same meanings
     assigned to them in the Newco Agreements, unless such terms are expressly
     defined to the contrary in this Agreement.

     "Affiliate" shall mean any corporation or entity controlling, controlled or
     under the common control of any other corporation or entity, excluding, in
     the case of Elan Corp, an Elan JV. For the purpose of this definition, (i)
     "control" shall mean direct or indirect ownership of fifty percent (50%) or
     more of the stock or shares entitled to vote for the election of directors;
     and (ii) Newco shall not be an Affiliate of Elan, including Elan Corp and
     EIS.

     "Balance Sheet" shall mean the unaudited balance sheet of Newco as of the
     Balance Sheet Date, as set forth in Schedule 1.

<PAGE>

     "Balance Sheet Date" shall mean October 31, 2002.

     "Commercialization Agreement" shall mean:

     (i)   any license agreement, research and development agreement, or
           alternative form of collaboration or commercialization agreement,
           such as, but not limited to, a co-promotion or co-marketing
           arrangement to research, develop, import, make, use, offer for sale,
           and/or sell the Deferred Consideration Product, Newco Intellectual
           Property and/or the Newco IP Product in the Territory;

     (ii)  any Disposal Agreement; or

     (iii) an agreement comprising an option to do any of the foregoing.

     "Deferred Consideration" shall have the meaning set forth in Clause 6.4.

     "Deferred Consideration Period" shall mean the period commencing on the
     Effective Date and expiring on a product-by-product and country by country
     basis:

     (a)   on the [...***...]th anniversary of the date of the first commercial
           launch of the Deferred Consideration Product and/or the Newco IP
           Product in the country concerned; or

     (b)   in any country upon the expiration of the life of the last to expire
           patent covering the Deferred Consideration Product and/or Newco IP
           Product in that country;

     whichever date is the later to occur.

     "Deferred Consideration Product" shall mean any formulation of JVP's human
     therapeutic drug GCS-100 (formerly known as GBC-590) for the prevention
     and/or treatment of oncology indications in humans.

     "Disposal Agreement" shall mean any agreement for the assignment or
     outright sale or disposition, in whole or in part, of the Deferred
     Consideration Product, Newco IP Product and/or Newco Intellectual Property.

     "Effective Date" shall mean the date of this Agreement.

     "EIS Shares" shall have the meaning set forth in Clause 3.3 hereof.

     "Elan" shall mean Elan Corp and its Affiliates.

     "Elan Improvements" shall mean improvements to the Elan Patents and/or Elan
     Know-How, developed (i) by Elan outside the Project, (ii) by Elan, JVP or
     Newco or by a third party (under contract with Newco, Elan or JVP) pursuant
     to the Project, and/or (iii) jointly by any combination of Elan, JVP, Newco
     or a third party (under contract with

<PAGE>

     Newco, Elan or JVP) pursuant to the Project.

     "Elan JV" shall mean an entity that Elan and a third party (i) establish or
     have established; (ii) take shareholdings in or have a right to take
     shareholdings in; and (iii) grant certain licenses in and to certain
     intellectual property rights for the purpose of implementing a strategic
     alliance.

     "Elan Know-How" shall have the meaning set forth in the Elan License
     Agreement.

     "Elan Patents" shall have the meaning set forth in the Elan License
     Agreement.

     "Elan Trademarks" shall have the meaning set forth in the Elan License
     Agreement.

     "Exchange Right" has the meaning assigned to the term "Exchange Right" in
     the Securities Purchase Agreement.

     "Field" shall mean the prevention and treatment of oncology indications in
     humans.

     "Force Majeure" shall mean causes beyond a Party's reasonable control,
     including, without limitation, acts of God, fires, strikes, acts of war,
     terrorism, or intervention of a governmental authority.

     "In Market" shall mean the sale of the Deferred Consideration Product
     and/or Newco IP Product by Newco and/or JVP, and/or an Affiliate of Newco
     and/or JVP, to an unaffiliated third party, such as a wholesaler, managed
     care organization, hospital or pharmacy, and shall exclude the transfer
     pricing of the Deferred Consideration Product and/or Newco IP Product by
     one Newco and/or JVP Affiliate to another Newco and/or JVP Affiliate.

     "Initial Consideration" shall have the meaning set forth in Clause 6.1.2.

     "JVP" shall mean GlycoGenesys, Inc, formerly known as SafeScience, Inc.,
     and its Affiliates.

     "JVP Improvements" shall mean improvements to the JVP Patents and/or the
     JVP Know-How, developed (i) by JVP outside the Project, (ii) by JVP, Elan
     or Newco or by a third party (under contract with Newco, Elan or JVP)
     pursuant to the Project, and/or (iii) jointly by any combination of JVP,
     Elan, Newco or a third party (under contract with Newco, Elan or JVP)
     pursuant to the Project.

     "JVP Know-How" shall mean "SafeScience Know-How," as such term is defined
     in the JVP License Agreement.

     "JVP Patents" shall mean "SafeScience Patents," as such term is defined in
     the JVP License Agreement.

<PAGE>

     "JVP Trademarks" shall mean "SafeScience Trademarks," as such term is
     defined in the JVP License Agreement.

     "JVP/Elan License Agreement" shall have the meaning set forth in Clause 4.2
     hereof.

     "MIT Agreement" shall mean that certain Research Agreement by and between
     the Massachusetts Institute of Technology and JVP, dated August 1, 2000.

     "Net Revenues" shall mean:

     (i)       all license fees, sublicense fees, license option payments
               (whether in relation to the grant or exercise of any license
               option) milestone payments, and royalties on sales of Deferred
               Consideration Product, Newco Intellectual Property and/or the
               Newco IP Product, and any other kinds of revenue whatsoever,
               received by JVP and/or Newco, and/or an Affiliate of JVP and/or
               Newco, in respect of the commercialization of the Deferred
               Consideration Product, Newco Intellectual Property and/or Newco
               IP Product;

     (ii)      any net manufacturing profits realized by JVP and/or Newco,
               and/or an Affiliate of JVP and/or Newco, as the case may be, on
               any supply of Deferred Consideration Product and/or Newco IP
               Product, except to the extent that [...***...] are realized from
               the sale of a Newco IP Product and/or Deferred Consideration
               Product and are included in the calculation of Net Sales;

     (iii)     any consideration received by Newco and or JVP, and/or an
               Affiliate of Newco and/or JVP, in respect of any Disposal
               Agreement;

     (iv)      research and development payments received by JVP and/or Newco,
               and/or an Affiliate of JVP and/or Newco, in relation to research
               and development of the Newco Intellectual Property and/or Newco
               IP Product and/or the Deferred Consideration Product, where such
               payments are (i) not (A) for reimbursement of direct expenses
               incurred by JVP and/or Newco, and/or an Affiliate of JVP and/or
               Newco or (B) contractually required to be used for pre-clinical
               development costs, pre-clinical and clinical trial costs,
               clinical trial manufacturing costs, manufacturing development
               costs and any other specific research and development costs; and
               (ii) not made on an FTE rate based on then current standard
               industry rates for such research and development work; where such
               research and development payments are made other than on an FTE
               rate based on then current standard industry rates, the surplus
               over the current industry standard FTE rates shall be included in
               the calculation of Net Revenues; and

     (v)       in the context of any Commercialization Agreement, any premium
               paid by a subscriber for stock of JVP and/or Newco and/or an
               Affiliate of JVP and/or Newco;

               (1) where JVP and/or Newco, and/or an Affiliate of JVP and/or
                   Newco, is not

<PAGE>

               publicly listed on a recognized stock exchange, the premium paid
               over the fair market value of such stock as reasonably determined
               by the board of directors of JVP and/or Newco, and/or an
               Affiliate of JVP and/or Newco, in good faith and certified in a
               board resolution (taking into account (i) the most recently or
               concurrently completed arm's length transaction in which the
               primary consideration for the stock is cash between the JVP or
               Newco, and/or an Affiliate of JVP and/or Newco, and an
               unaffiliated third party that is not part of a strategic
               investment and the closing of which occurs within the six months
               preceding or on the date of such calculation, if any) and shall
               be reasonably agreed to by the Elan (provided that in the event
               Elan reasonably does not agree with JVP's or Newco's, and/or an
               Affiliate of JVP and/or Newco, fair market value determination,
               Elan and JVP and/or Newco, as the case may be, shall jointly
               appoint an independent nationally-recognized third party to
               determine the fair market value, [...***...], (ii) the general
               market conditions for private biotech securities, and (iii) the
               general state of progress in clinical and commercial activities
               in JVP and/or Newco, and/or an Affiliate of JVP and/or Newco; or

          (2)  where JVP and/or Newco, and/or an Affiliate of JVP and/or Newco,
               is publicly listed on a recognized stock exchange, the premium
               paid over the average closing price of such stock of JVP and/or
               Newco, and/or an Affiliate of JVP and/or Newco, for the
               [...***...] trading day period immediately prior to any such
               subscription; provided, that that sale of stock of JVP and/or
               Newco [...***...] shall not be deemed to be purchased at a
               premium;

     having taken account of deductions in respect of any customs and excise
     duties [...***...] or other sales taxes that are actually paid by JVP
     and/or Newco, and/or an Affiliate of JVP and/or Newco (but, for the
     avoidance of doubt, not income or corporation tax), directly related to the
     receipt of revenue by JVP and/or Newco, and/or an Affiliate of JVP and/or
     Newco, as set forth above.

     "Net Sales" shall mean that sum determined, in accordance with generally
     accepted accounting principles, by deducting the following deductions from
     the aggregate gross In Market sales proceeds [...***...] for the Deferred
     Consideration Product and/or Newco IP Product by Newco and/or JVP, and/or
     an Affiliate of JVP and/or Newco:

     (i)  customs and excise duties [...***...] or other sales taxes (but, for
          the avoidance of doubt, not income or corporation tax), directly
          related to the sale of the Deferred Consideration Product and Newco IP
          Product which are actually paid by Newco and/or JVP, and/or by an
          Affiliate of Newco and/or JVP;

     (ii) a discount from the gross sales proceeds to cover such normal costs as
          are incurred by Newco and/or JVP, and/or by an Affiliate of Newco
          and/or JVP, in respect of industry standard transport, shipping and
          insurance costs; and industry standard or mandatory discounts or
          rebates directly related to the sale of the

<PAGE>

           Deferred Consideration Product and Newco IP Product; and

     (iii) amounts repaid or credited by Newco and/or JVP, and/or by an
           Affiliate of Newco and/or JVP, consistent with its normal business
           practices for similar products, by reason of the rejection or return
           of goods.

     "Newco" shall mean SafeScience Newco, Ltd. and its Affiliates.

     "Newco Intellectual Property" shall have the meaning set forth in the JDOA.

     "Newco IP Product" shall mean a product that utilizes, is based upon, or is
     derived, directly or indirectly, from the Newco Intellectual Property.

     "Party" shall mean Elan Corp, EIS, JVP or Newco, as the case may be, and
     "Parties" shall mean all such parties together.

     "Project" shall have the meaning set forth in the JDOA.

     "Product" shall mean a liquid formulation for parenteral administration of
     GCS-100 in the Field.

     "R&D Program(s)" shall have the meaning set forth in the JDOA.

     "Territory" shall mean all of the countries of the world.

     "United States Dollar" and "US$" and "$" shall mean the lawful currency of
     the United States of America.

2    TERMINATION OF THE NEWCO AGREEMENTS

     2.1.  Subject to the provisions of Clause 2.2 hereof, the Parties hereby
           agree to terminate the Newco Agreements, including without
           limitation, those provisions expressly stated to survive termination,
           in each case with effect from the Effective Date.

           All the provisions of the Newco Agreements shall terminate forthwith
           with effect from the Effective Date and be of no further legal force
           or effect.

     2.2.  For the avoidance of doubt and without prejudice to the generality of
           the foregoing Clause 2.1, the Parties hereby acknowledge and agree as
           follows as of the Effective Date:

           2.2.1. the Steering Committee (as such term is defined in the JDOA)
                  shall each be dissolved forthwith with effect from the
                  Effective Date and thereby cease to have any function;

<PAGE>

           2.2.2.   the EIS Director, Kevin Insley, and his alternate
                    director, [...***...] holding office with Newco immediately
                    prior to the Effective Date shall resign;

           2.2.3.   the nominees on the Steering Committee of the EIS Director
                    shall be deemed to have been removed from the Steering
                    Committee by the EIS Director immediately prior to the
                    dissolution of the Steering Committee;

           2.2.4.   all rights granted to Newco pursuant to the Elan License
                    Agreement to use the Elan Patents, the Elan Know-How, the
                    Elan Improvements and the Elan Trademarks shall terminate
                    forthwith;

           2.2.5.   with effect from the Effective Date, neither JVP nor Newco
                    shall have any rights in or to the Elan Patents, the Elan
                    Know-How, the Elan Improvements and/or the Elan Trademarks
                    and/or any other patents, know-how or any other intellectual
                    property rights whatsoever of Elan, except to the extent
                    granted pursuant to the JVP/Elan License Agreement;

           2.2.6.   with effect from the Effective Date, Elan shall not have
                    any rights in or to the JVP Patents, the JVP Know-How, the
                    JVP Improvements and/or the JVP Trademarks and/or any other
                    patents, know-how or any other intellectual property rights
                    whatsoever of JVP;

           2.2.7.   [...***...] shall terminate or shall cause to be
                    terminated any and all research and development work being
                    conducted by them in connection with or pursuant to any R&D
                    Programs of Newco, the Newco Agreements, or otherwise on
                    behalf of Newco;

           2.2.8.   [...***...] shall terminate or cause to be terminated any
                    and all technical services and assistance being conducted by
                    them in connection with the Newco Agreements;

           2.2.9.   for the avoidance of doubt, none of the Parties shall have
                    any obligation to provide working capital, research or
                    development funding, or other funding or financing of any
                    nature to Newco;

           2.2.10.  Elan shall not have any obligation to pay any milestone
                    payment or make any milestone investment to or in Newco or
                    JVP whether relating to the Project, the achievement of any
                    objectives set forth therein or otherwise; and

           2.2.11.  all equipment and/or other tangible assets reflected on
                    the Balance Sheet purchased or leased by or on behalf of JVP
                    prior to the Effective Date shall be retained by JVP and JVP
                    assumes any and all rights and obligations relating thereto
                    as of the Effective Date.

<PAGE>

     2.3. Subject to [...***...], each of the Parties acknowledges and agrees
          with the other Parties that, as of the Effective Date, no monies are
          owed or are refundable by any of the Parties to the others pursuant to
          the Newco Agreements, other than such sums owed to JVP and EIS by
          Newco pursuant to the JDOA, as are set forth on Schedule 2.3, to be
          paid prior to the Effective Date.

          For the avoidance of doubt, the Parties acknowledge that Newco is
          liable to pay any fees due and owing to Codan Corporate Administrative
          Services upon the Effective Date, and thereafter, including the fees
          set forth on Schedule 2.3, to be paid prior to the Effective Date.

          For the avoidance of doubt, this Clause 2.3 does not in any way negate
          or affect the provisions of Clause 6.4 (which relates to the Deferred
          Consideration).

     2.4  For the avoidance of doubt, the Parties acknowledge that an
          [...***...] following the Effective Date, and the Parties agree that
          neither Newco nor Elan shall have any liability at any time either
          before or after the Effective Date to [...***...].

3    REPRESENTATIONS, WARRANTIES, CONFIRMATIONS AND INDEMNITIES

     3.1  Sub-licenses:

          Newco represents and warrants to the other Parties that Newco has not
          granted any sub-licenses or any other rights of any nature to any
          third parties pursuant to the Elan License Agreement or the JVP
          License Agreement. [...***...].

     3.2  JVP Shares:

          JVP confirms to the other Parties that it is the legal and beneficial
          owner of the following:

          3.2.1 6,000 shares of Common Stock (as defined in the JDOA) of Newco;
          and

          3.2.2 3,612 shares of Preferred Stock (as defined in the JDOA) of
          Newco.

     3.3  EIS Shares:

          EIS confirms to the other Parties that it is the legal and beneficial
          owner of 2,388 shares of Preferred Stock of Newco (the "EIS Shares").

     3.4  Balance Sheet:

          JVP represents and warrants to the other Parties that the Balance
          Sheet is accurate and that, since the Balance Sheet Date, there has
          been no material adverse change in the financial position or prospects
          of Newco.

<PAGE>

     JVP represents and warrants to the other Parties that there are no other
     creditors of Newco other than JVP and EIS, as described in the Balance
     Sheet.

3.5  Third party agreements / Orders / Claims:

     3.5.1     Each of the Parties confirms to the other Parties hereto that,
               as of the Effective Date, to its actual knowledge, Newco is not a
               party to, or bound by, any judgment, order, decree or other
               directive of or stipulation with any court or any governmental or
               regulatory authority.

     3.5.2     [...***...] represents and warrants to the other Parties that,
               to [...***...] actual knowledge, Newco is not a party to, or
               bound by, or is a third party beneficiary of any agreement with
               any third party, except for the Newco Agreements, other than as
               set out in Schedule 3.5.2 ("Newco Third Party Agreement(s)").

               For the avoidance of doubt and with reference to the indemnity in
               Clause 3.8.1, the Parties agree that the indemnity in Clause
               3.8.1 shall extend to any claims, losses, liabilities and/or
               damages arising from such Newco Third Party Agreements.

     3.5.3     Where Elan is a party to any Newco Third Party Agreement, the
               Parties agree as follows:

               (1)  Elan will, as of the Effective Date, terminate its
                    relationship thereunder with any other Party hereto which
                    may be a party thereto, and cease to have any obligations of
                    any nature whatsoever to any such Party thereunder;

               (2)  immediately following the Effective Date:

                    (i)  JVP and/or Newco will notify the relevant third party
                         to the Newco Third Party Agreement(s) in writing that
                         Elan has terminated the Newco Agreements. JVP and/or
                         Newco will use best efforts to procure that the
                         relevant third party executes a full release agreement
                         ("Newco Third Party Release") in favor of Elan
                         releasing Elan from all obligations of any nature
                         whatsoever to the relevant third party under the
                         relevant Newco Third Party Agreement; and

                    (ii) immediately following the execution of any Newco Third
                         Party Release, Elan shall assign any rights it has
                         under the relevant Newco Third Party Agreement to Newco
                         [...***...].

<PAGE>

                    (3)  if JVP and/or Newco have not provided Elan with the
                         Newco Third Party Release within [...***...] days of
                         the Effective Date, the obligations of JVP and Newco
                         under this Cause 3.5.3 shall continue but Elan will
                         also be free to contact the relevant third party
                         directly to effect the execution by the relevant third
                         party of such a Newco Third Party Release.

             3.5.4  Each of the Parties confirms to the other Parties hereto
                    that, as of the Effective Date, to its actual knowledge,
                    there are no claims, suits or proceedings pending or
                    threatened against Newco.

     3.6     Regulatory Applications:

             Each of the Parties confirms to the other Parties that, prior to
             and as of the Effective Date, no regulatory applications have been
             filed by Newco or by any Party with any government authority in any
             part of the world for any product, including without limitation, a
             Deferred Consideration Product, Newco IP Product and/or the Newco
             Intellectual Property, or otherwise howsoever in relation to the
             Project.

     3.7     Exclusion of warranties / liability:

             WITH REFERENCE TO THE TRANSFER BY EIS TO JVP OF THE EIS SHARES ON
             THE EFFECTIVE DATE, AS PROVIDED BY CLAUSE 6 (BUT WITHOUT PREJUDICE
             TO EIS'S OBLIGATION UNDER CLAUSE 6.1.1 HEREOF TO TRANSFER THE EIS
             SHARES TO JVP FREE FROM ALL LIENS, CHARGES AND ENCUMBRANCES), THE
             PARTIES ACKNOWLEDGE AND AGREE THAT EIS AND ITS AFFILIATES MAKE NO
             REPRESENTATION OR WARRANTY OF ANY NATURE TO JVP OR ANY OTHER PERSON
             IN RELATION TO NEWCO OR ANY OF ITS AFFAIRS PAST, PRESENT OR FUTURE.

             [...***...] JVP ACKNOWLEDGES THAT IT IS ENTERING INTO THIS
             AGREEMENT IN RELIANCE EXCLUSIVELY ON ITS OWN BUSINESS JUDGMENT, THE
             INFORMATION WHICH HAS BEEN AVAILABLE TO IT AS A SHAREHOLDER OF
             NEWCO AND OTHERWISE AND ON THE DUE DILIGENCE IT HAS CARRIED OUT IN
             RELATION TO NEWCO.

             EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, ALL OTHER
             WARRANTIES, CONDITIONS OR REPRESENTATIONS, EXPRESS OR IMPLIED,
             STATUTORY OR OTHERWISE, ARE HEREBY EXPRESSLY EXCLUDED BY THE
             PARTIES.

             NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS

<PAGE>

             AGREEMENT, NO PARTY SHALL BE LIABLE TO ANY OTHER PARTY BY REASON OF
             ANY REPRESENTATION OR WARRANTY, CONDITION OR OTHER TERM OR ANY DUTY
             OF COMMON LAW, OR UNDER THE EXPRESS TERMS OF THIS AGREEMENT, FOR
             ANY CONSEQUENTIAL SPECIAL OR INCIDENTAL OR PUNITIVE LOSS OR DAMAGE
             (WHETHER FOR LOSS OF CURRENT OR FUTURE PROFITS, LOSS OF ENTERPRISE
             VALUE OR OTHERWISE) AND WHETHER OCCASIONED BY THE NEGLIGENCE OF THE
             RESPECTIVE PARTIES, THEIR EMPLOYEES OR AGENTS OR OTHERWISE.

     3.8     Indemnity by JVP and Newco:

             3.8.1  JVP and Newco, jointly and severally, hereby agree to
                    indemnify and hold harmless Elan Corp, EIS and their
                    respective Affiliates, officers, directors, agents,
                    representatives, employees and shareholders, and any person
                    holding office on or prior to the Effective Date as an EIS
                    Director (as defined in the JDOA) (or any alternate director
                    of the EIS Director) or as a member of the Steering
                    Committee (each such person or entity referred to as an
                    "Indemnified Party") against any claims, losses, liabilities
                    or damages and expenses (including reasonable attorneys'
                    fees and expenses) incurred or sustained by such Indemnified
                    Party arising in relation to any claim or proceedings made
                    against Newco or an Indemnified Party which relate in any
                    way to the activities of Newco, past present or future,
                    including without limitation, claims arising with respect to
                    the conduct of clinical trials (if any) by Newco, or by JVP
                    or any other person or entity on behalf of Newco whether in
                    connection with the Project or otherwise; [...***....].

             3.8.2  For the avoidance of doubt and without prejudice to the
                    generality of Clause 3.8.1, JVP and Newco, jointly and
                    severally, shall indemnify and hold harmless Elan against
                    any claims, losses, liabilities or damages and expenses
                    (including reasonable attorneys' fees and expenses) which
                    may arise in relation to any claim or proceedings made
                    against Elan Corp or any of its Affiliates alleging
                    infringement or other unauthorized use of the proprietary
                    rights of a third party arising from the manufacture,
                    importation, use, offer for sale, sale or other
                    commercialization of the Deferred Consideration Product,
                    Newco IP Product, and/or the Newco Intellectual Property or
                    any technology related thereto.

             3.8.3  For the avoidance of doubt and with reference to the
                    indemnity in Clause 3.8.1, the Parties acknowledge that
                    clinical trials ("Clinical Trials") were carried out by the
                    JVP on behalf of Newco with respect to the development of
                    the Products and agree that the indemnity in Clause 3.8.1
                    shall extend to any claims, losses, liabilities or damages
                    arising from such Clinical Trials.

<PAGE>

             3.8.4  Prior to the Effective Date, JVP shall furnish Elan Corp
                    with copies of all policies of comprehensive general
                    liability insurance and/or other insurance coverage (the
                    "Policies") which it holds in respect of the Clinical
                    Trials.

                    JVP shall be obliged to maintain the Policies for a period
                    of [...***...] years from the Effective Date, maintaining at
                    all times at a minimum, the levels of coverage evidenced in
                    the Policies, noting Elan Corp as an additional insured, and
                    shall, at the reasonable request of Elan Corp from time to
                    time, furnish to Elan Corp evidence that all premiums or
                    other payments on the Policies are fully paid up and the
                    Policies are subsisting. JVP shall require the consent of
                    Elan Corp to make any [...***...] modification to the
                    Policies or to take any action to terminate the Policies.
                    For the avoidance of doubt, the following, among other
                    things, shall constitute a material modification to the
                    Policies (i) a change in the amount of coverage under any
                    such Policies; or (ii) the removal of Elan Corp as an
                    additional insured under any Policy or Policies.

     3.9     Organization and authority:

             Each of the Parties represents and warrants to the other Parties
             that it is a corporation duly organized and validly existing under
             the laws of its jurisdiction of organization and has all the
             requisite corporate power and authority to enter into this
             Agreement and to carry out the transactions contemplated hereby.

     3.10    Approvals:

             Each of the Parties represents and warrants to the other Parties
             that no permit, authorization, consent or approval of or by
             ("Approval"), or any notification of or filing with ("Filing"), any
             person or entity (governmental or otherwise) is required in
             connection with the execution, delivery or performance of this
             Agreement by such Party, or if any such Approval or Filing is so
             required, that same has been obtained or filed prior to the
             Effective Date.

     3.11    Authorization of Transaction Documents:

             Each of the Parties represents and warrants to the other Parties
             that the execution, delivery and performance by each Party of this
             Agreement have been duly authorized by all requisite corporate
             action by such Party and, when executed and delivered by such
             Party, this Agreement will be the valid and binding obligations of
             such Party, enforceable against it in accordance with its
             respective terms, subject to applicable bankruptcy, insolvency,
             fraudulent conveyance, reorganization or similar laws affecting the
             rights of creditors generally and subject to general principles of
             equity.

<PAGE>

     3.12    No Violations:

             [...***...] represents and warrants to the other Parties that the
             execution, delivery and performance by such Party of this Agreement
             and the compliance with the provisions hereof by [...***...] do not
             and will not violate, conflict with or constitute or result in a
             breach of or default under (or an event which with notice or
             passage of time or both would constitute a default) or give rise to
             any right of termination, cancellation or acceleration under (i)
             the Articles of Incorporation or bylaws (or equivalent instruments)
             of [...***...], (ii) any applicable law, statute, rule or
             regulation, or any ruling, writ, injunction, order, judgment or
             decree of any court, arbitrator, administrative agency or other
             governmental body applicable to [...***...] or any of its
             properties or assets or (iii) any contract, indenture, mortgage,
             deed of trust, lease, agreement or other instrument, to which
             [...***...] is a party or by which [...***...] or any of its
             property is bound, except, in each case, where such violation,
             conflict, breach, default, termination, cancellation, acceleration
             would not, individually or in the aggregate, have a material
             adverse effect on the business, assets, liabilities, operations,
             condition or prospects of [...***...].

     3.13    Legal Proceedings:

             [...***...] represents and warrants to the other Parties that, to
             [...***...] actual knowledge, there is no legal, administrative,
             arbitration or other action or proceeding or governmental or
             investigation pending against [...***...] or its Affiliates that
             challenges the validity or performance of this Agreement.

     3.14    Investment Representations:

             JVP hereby represents and warrants to the other Parties that, as of
             the Effective Date, (i) it is sophisticated in transactions of this
             type and capable of evaluating the merits and risks of its
             investment in Newco, (ii) it has not been formed solely for the
             purpose of making this investment and is acquiring the EIS Shares
             for investment for its own account, not as a nominee or agent, and
             not with the view to, or for resale in connection with, any
             distribution of any part thereof, and no other person has a direct
             or indirect interest, beneficial or otherwise in the EIS Shares,
             (iii) it understands that the EIS Shares have not been registered
             under the Securities Act of 1933, as amended (the "Securities
             Act"), or applicable state and foreign securities laws by reason of
             a specific exemption from the registration provisions of the
             Securities Act and applicable state and foreign securities laws,
             the availability of which depends upon, among other things, the
             bona fide nature of the investment intent and the accuracy of its
             representations as expressed herein and (iv) it understands that no
             public market now exists for any of the EIS Shares and that there
             is no assurance that a public market will ever exist for such
             shares.

     3.15    Trademark Applications

<PAGE>

            JVP represents and warrants to the other Parties that, other than
            filing for trademark protection for "GCS-100", Newco and JVP have
            not filed for any trademark protection or have not adopted any
            trademark in connection with Newco's business or any product or
            service provided thereunder. For the avoidance of doubt, any
            trademark protection awarded with respect to GCS-100 shall be the
            sole and exclusive property of JVP.

     3.16   Representation and Warranties as of the Effective Date

            Except where expressly stated otherwise, each of the representations
            and warranties in this Agreement are made as of the Effective Date.

4    INTELLECTUAL PROPERTY

     4.1    Ownership:

            On and following the Effective Date:

            4.1.1  For the avoidance of doubt, the Elan Patents, the Elan
                   Know-How, the Elan Improvements and the Elan Trademarks shall
                   remain the sole and exclusive property of Elan.

                   JVP and Newco represent and warrant to Elan that no Elan
                   Improvements were developed pursuant to the Newco Third Party
                   Agreements.

                   Elan confirms that no Elan Improvements were developed
                   pursuant to the Project, or otherwise pursuant to the Newco
                   Agreements.

            4.1.2  For the avoidance of doubt, the JVP Patents, the JVP
                   Know-How, the JVP Improvements and/or the JVP Trademarks
                   shall remain the sole and exclusive property of JVP.

                   A full list of the JVP Improvements developed pursuant to the
                   Project, the MIT Agreement, the Newco Agreements, or
                   otherwise, is set forth in Schedule 4.1.2.

            4.1.3  All Newco Intellectual Property shall remain the sole and
                   exclusive property of Newco.

                   JVP and Newco represent and warrant to Elan that no Newco
                   Intellectual Property was developed pursuant to the Newco
                   Third Party Agreements.

                   A full list of the Newco Intellectual Property developed
                   pursuant to the Project, or otherwise pursuant to the Newco
                   Agreements is set forth in Schedule 4.1.3.

<PAGE>

     4.2    Concurrent with the execution of this Agreement, Elan and JVP are
            entering into a license agreement (the "JVP/Elan License Agreement")
            providing for the grant by Elan to JVP of a license on the terms set
            forth therein.

5    RIGHTS RELATED TO SECURITIES

     5.1    Nothing contained herein shall constitute a waiver of any right of
            EIS or any of its successors and assigns with respect to their
            respective ownership of securities in JVP under any agreements of
            any kind in existence with JVP with respect thereto, which
            agreements shall remain unmodified and in full force and effect,
            except as set forth in Schedule 5.1 hereof.

     5.2    Effective immediately prior to the Effective Date, EIS hereby waives
            the Exchange Right and acknowledges that such right is of no further
            force and effect.

            Subject to applicable laws, order, decrees and consents of any
            governmental authority having jurisdiction of the Parties hereto,
            EIS hereby agrees to take all such actions as are reasonably
            necessary to assist JVP in amending its Certificate of Designations
            for the purpose of effecting the elimination of the Exchange Right
            and such other modifications to JVP's Certificate of Designations as
            agreed to herein.

6    SALE OF SHARES AND COMPLETION

     6.1    Subject to the terms of this Agreement:

            6.1.1  EIS shall sell as legal and beneficial owner and JVP shall
                   purchase, free from all liens, charges and encumbrances and
                   together with all rights now or hereafter attaching to them,
                   the EIS Shares;

            6.1.2  the EIS Shares will be sold by EIS to JVP for a total initial
                   consideration of $10 (the "Initial Consideration") and the
                   Deferred Consideration.

     6.2    On the Effective Date, Elan and JVP shall take or (to the extent
            that the same is within its powers) cause to be taken the following
            steps prior to or at directors and shareholders meetings of Newco,
            or such other meetings, as appropriate:

            6.2.1  the delivery by EIS to JVP of a stock transfer form in
                   respect of the EIS Shares duly executed by EIS in favor of
                   JVP or as it may direct together with the related share
                   certificates;

            6.2.2  the payment by JVP to EIS of the Initial Consideration;

            6.2.3  the transfer to JVP (or as it may direct) of the share
                   register, and all books and records of Newco in the
                   possession of Elan (including any minute

<PAGE>

                   books and any company seal(s));

            6.2.4  the change of the registered office of Newco from Clarendon
                   House, 2 Church St., Hamilton, Bermuda;

            6.2.5  the resignation of the EIS Director on Newco's Board of
                   Directors and any alternate director of the EIS Director;

            6.2.6  the adoption of new Bye-Laws of Newco;

            6.2.7  the modification, as appropriate, by board resolutions of
                   Newco of matters such as the removal of EIS as book keeper
                   for Newco, the removal of EIS representatives as authorized
                   signatories of Newco's bank account, the resignation of the
                   Company Secretary and any other related matters whatsoever;

            6.2.8  any other steps required by this Agreement.

     6.3    JVP shall, following the Effective Date, promptly notify the Bermuda
            Monetary Authority of the transfer of the EIS Shares.

     6.4    Deferred Consideration

            6.4.1  In consideration of the sale by EIS to JVP of the EIS Shares
                   under Clause 6.1, JVP and its Affiliates (except for Newco)
                   shall be jointly and severally liable to pay to EIS deferred
                   consideration ("Deferred Consideration"), which shall be
                   calculated as follows:

                   (1)  If Newco and/or JVP, and/or an Affiliate of Newco and/or
                        JVP, sells the Deferred Consideration Product and/or
                        Newco IP Product In Market, then [...***...]% of Net
                        Sales in the Territory shall be payable to EIS during
                        the Deferred Consideration Period; and

                   (2)  If Newco and/or JVP, and/or an Affiliate of Newco and/or
                        JVP, enters into a Commercialization Agreement with any
                        third party then [...***...]% of Net Revenues in the
                        Territory shall be payable to EIS during the Deferred
                        Consideration Period;

                   provided, however, that, all reasonable [...***...] costs
                   [...***...] incurred by JVP and/or Newco or an Affiliate of
                   JVP and/or Newco [...***...] from and after the Effective
                   Date through the date JVP, Newco or an Affiliate of JVP or
                   Newco enter into and Commercialization Agreement with a third
                   party shall be credited against any Deferred Consideration
                   due to EIS.

7    CONFIDENTIALITY

<PAGE>

            7.1    Confidentiality:

            7.1.1  The Parties agree that it may be necessary pursuant to this
                   Agreement, from time to time, to disclose to each other
                   confidential and proprietary information, including without
                   limitation, inventions, trade secrets, specifications,
                   designs, data, know-how and other proprietary information,
                   processes, services and business of the disclosing Party.

                   The foregoing together with the terms of this Agreement shall
                   be referred to collectively as "Additional Confidential
                   Information".

                   The Parties also agree that it may have been necessary to
                   disclose to each other Confidential Information (as defined
                   in the JDOA) pursuant to the Newco Agreements.

                   Together, Additional Confidential Information and
                   Confidential Information shall be referred to collectively as
                   "Proprietary Information".

            7.1.2  Save as otherwise specifically provided herein, and subject
                   to Clause 7.2 and 7.3, each Party shall disclose Proprietary
                   Information of another Party only to those employees,
                   representatives and agents requiring knowledge thereof in
                   connection with fulfilling the Party's obligations under this
                   Agreement, and not to any other third party.

                   Each Party further agrees to inform all such employees,
                   representatives and agents of the terms and provisions of
                   this Agreement relating to Proprietary Information and their
                   duties hereunder and to obtain their agreement to be bound by
                   conditions which are at least as restrictive as set forth
                   herein as a condition of receiving Proprietary Information.

                   Each Party shall exercise the same standard of care as it
                   would itself exercise in relation to its own confidential
                   information (but in no event less than a reasonable standard
                   of care) to protect and preserve the proprietary and
                   confidential nature of the Proprietary Information disclosed
                   to it by another Party.

                   Each Party shall promptly, upon request of a Party, return
                   all documents and any copies thereof containing Proprietary
                   Information belonging to, or disclosed by, such Party, save
                   that it may retain one copy of the same solely for the
                   purposes of ensuring compliance with this Clause 7.

            7.1.3  Any breach of this Clause 7 by any person informed by one of
                   the Parties is considered a breach by the Party itself. Each
                   Party shall [...***...].

            7.1.4  Proprietary Information shall be deemed not to include:

<PAGE>

                   (1)  information which is in the public domain;

                   (2)  information which is made public through no breach of
                        this Agreement;

                   (3)  information which is independently developed by a Party,
                        as evidenced by such Party's records;

                   (4)  information that becomes available to a receiving Party
                        on a non-confidential basis, whether directly or
                        indirectly, from a source other than the disclosing
                        Party, which source did not acquire this information on
                        a confidential basis.

            7.1.5  The provisions relating to confidentiality in this Clause 7
                   shall remain in effect during the term of this Agreement, and
                   for a period of [...***...] years following the Effective
                   Date of this Agreement.

            7.1.6  The Parties agree that the obligations of this Clause 7 are
                   necessary and reasonable in order to protect the Parties'
                   respective businesses, and each Party agrees that monetary
                   damages may be inadequate to compensate a disclosing Party
                   for any breach by a receiving Party of such Party's covenants
                   and agreements set forth herein.

                   The Parties agree that any such violation or threatened
                   violation may cause irreparable injury to a disclosing Party
                   and that, in addition to any other remedies that may be
                   available, in law and equity or otherwise, each Party shall
                   be entitled to seek injunctive relief against the threatened
                   breach of the provisions of this Clause 7, or a continuation
                   of any such breach by another Party, specific performance and
                   other equitable relief to redress such breach together with
                   damages and reasonable counsel fees and expenses to enforce
                   its rights hereunder.

            7.2    Announcements:

                   7.2.1 Subject to Clause 7.3, no announcement or public
                   statement concerning the existence, subject matter or any
                   term of this Agreement or the JVP/Elan License Agreement
                   shall be made by or on behalf of any Party without the prior
                   written approval of the other Party or Parties.

                   The terms of any such announcement shall be agreed in good
                   faith by the Parties.

            7.3    Required Disclosures:

            7.3.1  A Party (the "Disclosing Party") will be entitled to make an
                   announcement or public statement concerning the existence,
                   subject matter or any term of this Agreement, or to disclose
                   Proprietary Information that the Disclosing Party is required
                   to make or disclose pursuant to:

<PAGE>

            (1)    a valid order of a court or governmental authority; or

            (2)    any other requirement of law or any securities or stock
                   exchange;

            provided that if the Disclosing Party becomes legally required to
            make such announcement, public statement or disclosure hereunder,
            the Disclosing Party shall give the other Party or Parties prompt
            notice of such fact to enable the other Party or Parties to seek a
            protective order or other appropriate remedy concerning any such
            announcement, public statement or disclosure.

            The Disclosing Party shall fully co-operate with the other Party or
            Parties (at such other Party's or Parties' expense) in connection
            with that other Party's or Parties' efforts to obtain any such order
            or other remedy.

            If any such order or other remedy does not fully preclude
            announcement, public statement or disclosure, the Disclosing Party
            shall make such announcement, public statement or disclosure only to
            the extent that the same is legally required.

            The Parties acknowledge that JVP will be required to make an
            announcement of the execution of this Agreement on a form 8-K filed
            with the SEC, and agree to work together to ensure fair and accurate
            disclosure of this Agreement and to give Elan the opportunity to
            request confidential treatment in connection therewith. In addition,
            the Parties will provide each other with reasonable prior notice of,
            and will reasonably cooperate with each other with respect to, any
            other public filings and press releases required to be made by any
            Party hereto under applicable securities laws in respect of the
            subject matter of this Agreement, with respect to which Elan will be
            given the opportunity to request confidential treatment.

     7.3.2  Each of the Parties shall be entitled to provide a copy of this
            Agreement (and any subsequent amendments hereto) and the Newco
            Agreements to a potential third party purchaser in connection with
            Clause 10.2.1(2); EIS (and/or any Affiliate) shall also be so
            entitled in connection with Clause 10.2.2; JVP and/or Newco (and/or
            any of their respective Affiliates) shall also be entitled to
            provide a copy of this Agreement (and any subsequent amendments
            hereto) and the Newco Agreements to a party with which JVP and/or
            Newco (and/or any of their respective Affiliates) [...***...];
            provided that the relevant third party purchaser or assignee has
            entered into a confidentiality agreement on terms no less protective
            than the terms of this Clause 7.

8    WAIVER OF ACCRUED RIGHTS/MUTUAL RELEASES

     8.1    With effect from the Effective Date, each Party and each of its
            Affiliates ("Releasor"):

            8.1.1  waives any accrued rights that Releasor may have accrued
                   against the other Parties and each of its Affiliates,
                   officers, directors, representative,

<PAGE>

                   agents and employees and the assigns and successors in
                   interest of any of the foregoing entities ("Releasees"),
                   whether known or unknown, foreseen or unforeseen, fixed or
                   contingent, of any nature whatsoever from the beginning of
                   time to the Effective Date under the Newco Agreements; and

            8.1.2  fully and finally releases and discharges the Releasees from
                   any and all manner of actions, claims, promises, debts, sums
                   of money, demands, obligations, in law or in equity, directly
                   or indirectly, whether known or unknown, foreseen or
                   unforeseen, fixed or contingent, of any nature whatsoever
                   that Releasor may have by reason of any act, omission,
                   matter, provision, cause or thing whatsoever from the
                   beginning of time to the Effective Date under the Newco
                   Agreements.

     8.2    For the avoidance of doubt the provisions of this Clause 8 shall not
            in any way act as a waiver by any of the Parties in respect of any
            of the provisions set forth in this Agreement (including, for the
            avoidance of doubt, Clause 3.8.1).

9    PAYMENTS, REPORTS AND AUDITS

     With reference to Clause 6.4:

     9.1    JVP and/or Newco, and/or any Affiliate of JVP and/or Newco, shall
            [...***...] following the execution of any Commercialization
            Agreement (and any subsequent amendment thereto), provide Elan with
            a copy of the financial provisions and any other relevant terms of
            such Commercialization Agreement.

     9.2    JVP and Newco shall keep true and accurate records of Net Revenues
            and Net Sales and any deductibles made in calculating same. Where
            JVP and/or Newco have Net Revenues and/or Net Sales, JVP and/or
            Newco, as the case may be, shall deliver to EIS a written statement
            (the "Statement") thereof within [...***...] following the end of
            each calendar quarter (or any part thereof). The financial officers
            of EIS and JVP shall, [...***...], agree upon the precise format of
            the Statement.

     9.3    Payments due on Net Revenues and Net Sales on amounts in a currency
            other than US Dollars shall first be calculated in the foreign
            currency and then converted to US Dollars on the basis of the
            exchange rate in effect for the purchase of US Dollars with such
            foreign currency quoted in the Wall Street Journal (or comparable
            publication if not quoted in The Wall Street Journal) [...***...].

     9.4    Any income or other taxes which JVP and/or its Affiliates (excluding
            Newco) are required by law to pay or withhold on behalf of EIS with
            respect to such Net Revenues and Net Sales payments under this
            Agreement shall be deducted from the amount of such Net Revenues and
            Net Sales payments. JVP and/or its

<PAGE>

            Affiliates (excluding Newco), as the case may be, shall furnish EIS
            with proof of such payments. JVP and/or its Affiliates (excluding
            Newco), as the case may be, shall promptly provide EIS with a
            certificate or other documentary evidence to enable EIS to support a
            claim for a refund or a foreign tax credit with respect to any such
            tax so withheld or deducted by JVP and/or its Affiliates (excluding
            Newco), as the case may be. The Parties will reasonably cooperate in
            completing and filing documents required under the provisions of any
            applicable tax treaty or under any other applicable law, in order to
            enable JVP and/or its Affiliates (excluding Newco), as the case may
            be, to make such payments to EIS without any deduction or
            withholding.

     9.5    Payment of monies hereunder shall be made by JVP and/or its
            Affiliates (excluding Newco), as the case may be to EIS within
            [...***...] days of [...***...] the Statement ("Due Date").

            All payments due hereunder shall be made in U.S. Dollars.

     9.6    All payments due hereunder shall be made to the designated bank
            account of EIS in accordance with such timely written instructions
            as EIS shall from time to time provide.

     9.7    Without prejudice to EIS's other remedies hereunder, JVP and/or its
            Affiliates (excluding Newco), as the case may be, shall pay interest
            to EIS on sums not paid to EIS on the Due Date over the period from
            the Due Date until the date of actual payment (both before and after
            judgment) at [...***...] the Prime Rate publicly announced by Morgan
            Guaranty Trust Company of New York at its principal office on the
            Due Date (or next to occur business day, if such date is not a
            business day) plus [...***...]%, such interest payable on demand
            from time to time and compounded quarterly.

     9.8    For the [...***...] day period following [...***...] the [...***...]
            of each calendar year of this Agreement, JVP and/or its Affiliates
            (excluding Newco), as the case may be, will, [...***...] provide
            EIS' independent certified accountants (reasonably acceptable to
            JVP) with such access, during regular business hours in [...***...]
            and subject to the confidentiality provisions as contained in this
            Agreement, to JVP's and/or its Affiliates (excluding Newco), as the
            case may be, books and records solely for the purpose of verifying
            the accuracy and reasonable composition of the calculations
            hereunder for the calendar year then ended.

     9.9    In the event that JVP and/or Newco, and/or an Affiliate of JVP
            and/or Newco, shall sell the Deferred Consideration Product or the
            Newco IP Product to any third party, or enter into any
            Commercialization Agreement with respect thereto with any third
            party, together with other products of JVP and/or Newco, and/or an
            Affiliate of JVP and/or Newco, by the method commonly known in the
            pharmaceutical industry as "bundling" and the price attributable to
            the Deferred Consideration Product or the Newco IP Product is less
            than the average price

<PAGE>

            which would have been attributable thereto on an "arms length"
            basis, the Net Sales or Net Revenues attributable thereto hereunder
            shall be adjusted by the Parties to reflect an average price on an
            "arms length" basis.

10   GENERAL

10.1 Governing law and jurisdiction:

            10.1.1 This Agreement shall be governed by and construed in
            accordance with the laws of the State of New York, without regard to
            conflicts of law principles under the laws of the State of New York.

            10.1.2 For the purposes of this Agreement, the Parties submit to the
            nonexclusive jurisdiction of the State and Federal Courts of New
            York.

10.2 Assignment

     10.2.1 Subject to Clause 10.2.2 and Clause 10.2.3, this Agreement shall not
            be assigned by any Party without the prior written consent of the
            others, save that any Party:

            10.2.1.1  may assign this Agreement in whole or in part and delegate
                      its duties hereunder to its Affiliate or Affiliates
                      without such consent; and

            10.2.1.2  may assign its rights and obligations to a successor
                      (whether by merger, consolidation, reorganization,
                      [...***...] or other similar event) or purchaser of all or
                      substantially all of its assets relating to such Party's
                      technology related to this Agreement, provided that such
                      successor or purchaser has agreed in writing to assume all
                      of such Party's rights and obligations hereunder and a
                      copy of such assumption is provided to the other Parties.

     10.2.2 EIS (and/or any Affiliate) shall be entitled to assign the rights of
            EIS (or any Affiliate) to the Deferred Consideration under Clause
            6.4 without the consent of any other Party hereto. EIS (and/or any
            Affiliate) shall notify the other Parties hereto of any such
            assignment within a reasonable time following any such assignment.

     10.2.3 For the avoidance of doubt, nothing in this Clause 10.2 shall affect
            the provisions governing assignment of securities in Schedule 5.1
            hereof.

10.3 Notices

     10.3.1 Any notice to be given under this Agreement shall be sent in writing
            in English by registered airmail, internationally recognized courier
            or telefaxed to the following addresses:

<PAGE>

            If to Newco at:

            SafeScience Newco, Ltd.
            Cedar House,
            41 Cedar Avenue
            Hamilton, HM11
            Bermuda.
            Attention: Secretary
            Telephone: 441-295-2244
            Fax: 441-292-8666

            with a copy to JVP at:

            Park Square Building
            31 St. James Avenue, 8th Floor
            Boston, MA 02116
            USA
            Attention:   President
            Telephone    (617) 422-0674
            Fax:         (617) 422-0675

            If to JVP at:

            Park Square Building
            31 St. James Avenue, 8th Floor
            Boston, MA 02116
            USA

            Attention:   President
            Telephone    (617) 422-0674
            Fax:         (617) 422-0675

            with a copy to:

            McDermott, Will & Emery
            50 Rockefeller Plaza
            New York, New York 10020-1605

            Attention:   Cheryl V. Reicin
            Telephone    (212) 547-5400
            Fax:         (212) 547-5444

            If to Elan and/or EIS at:

            Elan Corporation, plc
            Elan International Services, Ltd.

<PAGE>

                  C/o Elan International Services, Ltd.
                  102 St. James Court
                  Flatts,
                  Smiths FL04
                  Bermuda
                  Attention:   Secretary
                  Telephone:   (441) 292 9169
                  Fax:         (441) 292 2224

                  or to such other address(es) and telefax numbers as may from
                  time to time be notified by any Party to the others hereunder.

         10.3.2   Any notice sent by mail shall be deemed to have been delivered
                  within [...***...] working days after dispatch or delivery to
                  the relevant courier and notice sent by fax shall be deemed to
                  have been delivered upon confirmation receipt. Notice of
                  change of address shall be effective upon receipt.

10.4     Waiver

         No waiver of any right under this Agreement shall be deemed effective
         unless contained in a written document signed by the Party charged with
         such waiver, and no waiver of any breach or failure to perform shall be
         deemed to be a waiver of any future breach or failure to perform or of
         any other right arising under this Agreement.

10.5     Severability

         If any provision in this Agreement is agreed by the Parties to be, or
         is deemed to be, or becomes invalid, illegal, void or unenforceable
         under any law that is applicable hereto:

         10.5.1   such provision will be deemed amended to conform to applicable
                  laws so as to be valid and enforceable; or

         10.5.2   if it cannot be so amended without materially altering the
                  intention of the Parties, it will be deleted, with effect from
                  the date of this Agreement or such earlier date as the Parties
                  may agree, and the validity, legality and enforceability of
                  the remaining provisions of this Agreement shall not be
                  impaired or affected in any way.

10.6     Further Assurances

         At the request of any of the Parties, the other Party or Parties shall
         (and shall use reasonable efforts to procure that any other necessary
         parties shall) execute and perform all such documents, acts and things
         as may reasonably be required subsequent to the signing of this
         Agreement for assuring to or vesting in the requesting Party the full
         benefit of the terms hereof.

<PAGE>

10.7     Successors

         This Agreement shall be binding upon and inure to the benefit of the
         Parties hereto and their respective successors and permitted assigns.

10.8     Amendments

         No amendment, modification or addition hereto shall be effective or
         binding on any Party unless set forth in writing and executed by a duly
         authorized representative of each Party.

10.9     Counterparts

         This Agreement may be executed in any number of counterparts, each of
         which when so executed shall be deemed to be an original and all of
         which when taken together shall constitute this Agreement.

10.10    Costs

         Each Party shall bear its own costs and expenses in connection with the
         transactions contemplated by this Agreement.

10.11    Force Majeure:

         No Party to this Agreement shall be liable for failure or delay in the
         performance of any of its obligations hereunder if such failure or
         delay results from Force Majeure, but any such failure or delay shall
         be remedied by such Party as soon as practicable; provided, however,
         that, no Party to this Agreement shall be excused for a failure or
         delay in the performance of any of its payment obligations hereunder,
         even if such failure or delay results from Force Majeure.

10.12    Relationship of the Parties:

         The Parties are independent contractors under this Agreement. Nothing
         herein contained shall be deemed to create or establish an employment,
         agency, joint venture, or partnership relationship between the Parties
         or any of their agents or employees, or any other legal arrangement
         that would impose liability upon one Party for the act or failure to
         act of another Party.

         No Party shall have any express or implied power to enter into any
         contracts, commitments or negotiations or to incur any liabilities in
         the name of, or on behalf of, another Party, or to bind another Party
         in any respect whatsoever.

10.13    Entire agreement:

<PAGE>

         This Agreement, together with the JVP/Elan License Agreement sets forth
         all of the agreements and understandings between the Parties with
         respect to the subject matter hereof. There are no agreements or
         understandings with respect to the subject matter hereof, either oral
         or written, between the Parties other than as set forth in this
         Agreement.

<PAGE>

         No provision of this Agreement shall be construed so as to negate,
         modify or affect in any way the provisions of any other agreement
         between the Parties unless specifically provided herein and only to the
         extent so specified.


                   REMAINDER OF PAGE INTENTIONALLY LEFT BLANK


                            SIGNATURE PAGE TO FOLLOW

<PAGE>

IN WITNESS WHEREOF the Parties have executed this Agreement.

SIGNED

BY:     /s/ Debra Buryj
      ----------------------------
for and on behalf of
Elan Corporation, plc


SIGNED

BY:     /s/ Signature Illegible
      ----------------------------
for and on behalf of
Elan International Services, Ltd.


SIGNED

BY:     /s/ John W. Burns
      ----------------------------
for and on behalf of
SafeScience Newco, Ltd.


SIGNED

BY:     /s/ Bradley J. Carver
      ----------------------------
for and on behalf of
GlycoGenesys, Inc,

<PAGE>

                                   SCHEDULE 1

                                  BALANCE SHEET

                                   [Attached]

<PAGE>

                                  SCHEDULE 2.3

                                    PAYMENTS

Payments by Newco as follows:

         -----------------------------------------------------------------------
         [...***...]                                  [...***...]
         -----------------------------------------------------------------------
         JVP                                          $1,923,477.76
         -----------------------------------------------------------------------
         [...***...]                                  [...***...]
         -----------------------------------------------------------------------
         [...***...]                                  [...***...]
         -----------------------------------------------------------------------
         Total                                        [...***...]
         -----------------------------------------------------------------------

Funding of the foregoing Newco payments shall be effected through EIS' purchase
of $2 million of Series B Preferred Stock of JVP [...***...]:

[...***...]

                                       31

<PAGE>

                                 SCHEDULE 3.5.2

                          NEWCO THIRD PARTY AGREEMENTS

[...***...]

<PAGE>

                                 SCHEDULE 4.1.2

                                JVP IMPROVEMENTS

[...***...]





<PAGE>

                                 SCHEDULE 4.1.3

                           NEWCO INTELLECTUAL PROPERTY

[...***...]




<PAGE>

                                  SCHEDULE 5.1

                          RIGHTS RELATED TO SECURITIES

                       AMENDMENTS TO THE FINANCE DOCUMENTS

1.   Development Funding

After giving effect to the purchase of Series B Preferred Stock referred to in
Schedule 2.3 of this Agreement, Section 1(e) ("Series B Preferred Stock
Purchases") of the Securities Purchase Agreement is hereby deleted in its
entirety and is of no further force or effect whatsoever as of the Effective
Date.

2.   Series A Preferred Stock - Acceleration and Payment of Mandatory Dividends

No later than the Effective Date, JVP shall have issued and delivered to EIS a
certificate or certificates for an aggregate of 1,209.07035 shares (the "PIK
Shares") of Series A Preferred Stock, par value $.01 per share, of JVP ("Series
A Preferred Stock), representing the accelerated payment of all mandatory
paid-in-kind dividends payable to EIS through September 30, 2004 under Section
2(c) of Article I of JVP's Certificate of Designations, as amended (the
"Certificate of Designations"). No further dividends under Section 2(c) of the
Certificate of Designations shall be due upon the Series A Preferred Stock.

JVP represents and warrants to EIS that the PIK Shares have been validly issued
and are fully paid and non-assessable, and are free of any liens or
encumbrances, other than (i) liens or encumbrances created by EIS and (ii)
restrictions on transfer under applicable securities laws.

EIS hereby consents to the deletion in its entirety of Section 2(c) of Article I
("Mandatory Dividends") of the Certificate of Designations.

3.   Amendments to Certificate of Designations and Warrant; Anti-dilution
     Adjustments

(a) EIS hereby consents to certain amendments to the Certificate of
Designations, effective as of the Effective Date, which amendments are
highlighted by underscored language and deletions and incorporated in the
amended version of the Certificate of Designations attached as Exhibit A to this
Schedule 5.1.

(b) The Warrant is hereby amended, effective as of the Effective Date, by
deleting Section 4(a)(i) thereof ("Sale of Shares Below Warrant Price or Fair
Market Value") in its entirety, to be replaced by the following relating to
certain discounted PIPE issuances:

<PAGE>

                         (i) Sale of Shares Below Warrant Price or Fair
                              Market Value.

                         (A)  If at any time or from time to time after the date
     hereof (the "Original Issue Date"), the Company issues or sells, or is
     deemed by the express provisions of this subsection 4(a)(i) to have issued
     or sold, Additional Shares of Common Stock (as defined in clause (D)
     below), other than as a dividend or other distribution on any class of
     stock as provided in Section 4(a)(ii) below, and other than a subdivision
     or combination of shares of Common Stock as provided in Section 4(a)(iii)
     below, for an Effective Price (as defined in clause (D) below) that is less
     than the then the lower of (x) the Warrant Price then in effect and (y) 75
     % of the Fair Market Value of a share of Common Stock, then and in each
     such case, the then-existing Warrant Price shall be reduced, as of the
     opening of business on the date of such issue or sale, to a price
     determined by multiplying the Warrant Price by a fraction (i) the numerator
     of which shall be (A) the number of shares of Common Stock deemed
     outstanding immediately prior to such issue or sale, plus (B) the number of
     shares of Common Stock which the aggregate consideration received (as
     defined in clause (B) below) by the Company for the total number of
     Additional Shares of Common Stock so issued would purchase at the lower of
     (x) the Warrant Price then in effect and (y) 75% of the Fair Market Value
     of a share of Common Stock, and (ii) the denominator of which shall be the
     number of shares of Common Stock deemed outstanding immediately prior to
     such issue or sale plus the total number of Additional Shares of Common
     Stock so issued. For the purposes of the preceding sentence, the number of
     shares of Common Stock deemed to be outstanding as of a given date shall be
     the sum of (A) the number of shares of Common Stock actually outstanding
     and (B) the number of shares of Common Stock into which all
     then-outstanding shares of capital stock of the Company convertible into
     shares of Common Stock could be converted if fully converted on the day
     immediately preceding the given date. No adjustment shall be made to the
     Warrant Price in an amount less than U.S.$0.01 per share. Any adjustment
     otherwise required by this Section 4(a)(i) that is not required to be made
     due to the preceding sentence shall be included in any subsequent
     adjustment to the Warrant Price.

                         (B)  Consideration Received for Additional Shares. For
     the purpose of making any adjustment required under this Section 4(a)(i),
     the consideration received by the Company for any issue or sale of
     securities shall (x) to the extent it consists of cash, be computed at the
     net amount of cash received by the Company after deduction of any
     underwriting or similar commissions, compensation or concessions paid or
     allowed by the Company in connection with such issue or sale but without
     deduction of any expenses payable by the Company, and (y) to the extent it
     consists of property other than cash, be computed at the fair market value
     of that property as determined, in good faith, by the Board of Directors.
     If Additional Shares of Common Stock, Convertible Securities (as defined in
     clause (C) below) or rights, warrants or options to

<PAGE>

     purchase either Additional Shares of Common Stock or Convertible Securities
     are issued or sold together with other stock or securities or other assets
     of the Company for a consideration which covers both, the consideration
     received by the Company for such issuance or sale of Additional Shares of
     Common Stock, Convertible Securities or rights, warrants or options to
     purchase either Additional Shares of Common Stock or Convertible Securities
     shall be computed as the portion of the consideration so received that may
     be reasonably determined, in good faith, by the Board of Directors to be
     allocable to such Additional Shares of Common Stock, Convertible Securities
     or rights, warrants or options and shall be reasonably agreed to by the
     Holder; provided, that in the event the Company and the Holder do not agree
     on the value of such consideration, the parties shall mutually agree upon
     and appoint, as an appraiser, a nationally-recognized investment banking
     firm, which shall be commissioned to investigate the value of the property
     to be distributed and shall submit a notice of an appraisal of that value
     to the Company and to the Holder within 30 days of such commission. The
     appraiser shall be instructed to determine such value without regard to
     income tax consequences to the recipient as a result of receiving
     consideration other than cash. The value determined by the appraiser shall
     be conclusive. If the appraised value varies by less than 7.5% from the
     value determined by the Board of Directors, the aggregate amount to be
     distributed shall be reduced by the expense of the appraisal process and if
     the appraised value varies by 7.5% or more from the value determined by the
     Board of Directors, the expense of the appraisal process shall be borne by
     the Company.

                         (C)  Securities Convertible, Exchangeable and
     Exercisable for Common Stock. For the purpose of the adjustment required
     under this Section 4(a)(i), if the Company issues or sells (i) stock or
     other securities convertible or exchangeable into, Additional Shares of
     Common Stock (such convertible or exchangeable stock or securities being
     herein referred to as "Convertible Securities") or (ii) rights, warrants or
     options for the purchase of Additional Shares of Common Stock or
     Convertible Securities, and if the Effective Price of such Additional
     Shares of Common Stock is less than the lower of (x) the Warrant Price and
     (y75% of the Fair Market Value of a share of Common Stock, in each case the
     Company shall be deemed to have issued at the time of the issuance of such
     rights, warrants or options or Convertible Securities the maximum number of
     Additional Shares of Common Stock issuable upon exercise or conversion
     thereof and to have received as consideration for the issuance of such
     shares an amount equal to the total amount of the consideration, if any,
     received by the Company for the issuance of such rights, warrants or
     options or Convertible Securities, (I) plus, in the case of such rights,
     warrants or options, the minimum amounts of consideration, if any, payable
     to the Company upon the exercise of such rights, warrants or options
     (without respect to any "cashless" exercise provision), (II) plus, in the
     case of Convertible Securities, the minimum amounts of consideration, if
     any, payable to the Company (other than by cancellation of liabilities or
     obligations evidenced by such Convertible Securities) upon the conversion
     or exchange thereof; provided, that if in the case of Convertible

<PAGE>

     Securities the minimum amounts of such consideration cannot be ascertained,
     but are a function of anti-dilution or similar protective clauses, the
     Company shall be deemed to have received the minimum amounts of
     consideration without reference to such clauses; provided further, that if
     the minimum amount of consideration payable to the Company upon the
     exercise, exchange or conversion of rights, warrants, options or
     Convertible Securities is reduced over time or on the occurrence or
     non-occurrence of specified events (other than by reason of anti-dilution
     adjustments), the Effective Price shall be recalculated using the figure to
     which such minimum amount of consideration is reduced; provided further,
     that if the minimum amount of consideration payable to the Company upon the
     exercise, exchange or conversion of such rights, warrants, options or
     Convertible Securities is subsequently increased, the Effective Price shall
     be again recalculated using the increased minimum amount of consideration
     payable to the Company upon the exercise, exchange or conversion of such
     rights, warrants, options or Convertible Securities. No further adjustment
     of the Warrant Price, as adjusted upon the issuance of such rights, options
     or Convertible Securities, shall be made as a result of the actual issuance
     of Additional Shares of Common Stock on the exercise of any such rights,
     warrants or options or the conversion or exchange of any such Convertible
     Securities. If any such rights, warrants or options or the conversion or
     exchange privilege represented by any such Convertible Securities shall
     expire without having been exercised, the Warrant Price as adjusted upon
     the issuance of such rights, warrants, options or Convertible Securities
     shall be readjusted to the Warrant Price which would have been in effect
     had an adjustment been made on the basis that the only Additional Shares of
     Common Stock so issued were the Additional Shares of Common Stock, if any,
     actually issued or sold on the exercise, exchange of such rights, warrants
     or options or rights of conversion or exchange of such Convertible
     Securities, and such Additional Shares of Common Stock, if any, were issued
     or sold for the consideration actually received by the Company upon such
     exercise, plus the consideration, if any, actually received by the Company
     for the granting of all such rights, warrants or options, whether or not
     exercised, plus the consideration received for issuing or selling the
     Convertible Securities actually converted or exchanged, plus the
     consideration, if any, actually received by the Company (other than by
     cancellation of liabilities or obligations evidenced by such Convertible
     Securities) on the conversion or exchange of such Convertible Securities;
     provided, that such readjustment shall not apply to prior conversions or
     exchanges of Preferred Stock of the Company.

                         (D)  Certain Definitions. "Additional Shares of Common
     Stock" shall mean all shares of Common Stock issued by the Company or
     deemed to be issued pursuant to this Section 4(a)(i) to third parties in
     private sales of Common Stock where the Company is required to register
     such shares within a specified time (otherwise known as "PIPE"
     transactions) and shall not include, among other shares, (A) shares of
     Common Stock issued upon conversion of the Preferred Stock of the Company;
     (B) shares of Common Stock and/or options, warrants or other Common Stock
     purchase rights, and the Common Stock issued pursuant to such options,
     warrants or other rights (as adjusted for any stock dividends,
     combinations, splits, recapitalizations and the like) after the

<PAGE>

     Original Issue Date to employees, officers or directors of, or consultants
     or advisors to the Company or any subsidiary pursuant to stock purchase or
     stock option plans or other arrangements that are approved by the Board of
     Directors, (C) shares of Common Stock issued upon the exercise of options
     or warrants (as adjusted for any stock dividends, combinations, splits,
     recapitalizations and the like) issued by the Company prior to the Original
     Issue Date, (D) shares of Common Stock and/or options, warrants or other
     Common Stock purchase rights, and the Common Stock issued pursuant to such
     options, warrants or other rights (as adjusted for stock dividends,
     combinations, splits, recapitalizations and the like) issued pursuant to
     (i) the Exclusive Finders Agreement between the Company and The Shemano
     Group, Inc. dated March 27, 2001, as amended and (ii) the Letter Agreement
     between the Company and Michaelangelo, LLC dated May 4, 2001, and (E)
     shares of Common Stock issued to underwriters, placement agents, dealers or
     the public in connection with the public sale of Common Stock pursuant to a
     registered offering under the Securities Act of 1933, as amended.
     References to Common Stock in the subsections of this clause (D) above
     shall mean all shares of Common Stock issued by the Company or deemed to be
     issued pursuant to this Section 4(a)(i). The "Effective Price" of
     Additional Shares of Common Stock shall mean the quotient determined by
     dividing the total number of Additional Shares of Common Stock issued or
     sold, or deemed to have been issued or sold by the Company under this
     Section 4(a)(i), into the aggregate consideration received, or deemed to
     have been received by the Company for such issue under this Section
     4(a)(i), for such Additional Shares of Common Stock.

(c) The definition of "Fair Market Value" in Section 2(A) of the Warrant is
hereby amended, effective as of the Effective Date, by inserting the underscored
words in the last phrase of the last sentence thereof as follows:

     "; provided, however, that in the event the Common Stock is traded on a
     securities exchange, the Nasdaq National Market or the Nasdaq SmallCap
     Market, the Fair Market Value shall be deemed to be the average of the
     closing sale prices for the Common Stock over the five- or twenty-trading
     day period (or such shorter period for which closing sale prices are
     available if the Common Stock commenced trading during such period) ending
     one trading day prior to the date of exercise of this Warrant or, as
     applicable, the sale of Additional Shares (as defined below), whichever is
     higher."

(d) The CD Amendment is hereby amended, effective as of the Effective Date, by
deleting Section 2 thereof ("Additional Warrant") in its entirety, which section
is of no further force or effect.

4.   Transfer Restrictions

The following provisions are hereby amended as follows, effective as of the
Effective Date:

Section 1(f) ("Exemption from Registration; Legend") (as to second legend only)
of the

<PAGE>

Securities Purchase Agreement is hereby deleted in its entirety and is of no
further force and effect.

Section 17 ("Assignments") of the Securities Purchase Agreement is hereby
amended by (i) deleting the word "permitted" in the first sentence thereof, (ii)
deleting the second and third sentences thereof in their entirety and (iii)
inserting the following after the first sentence:

         "; provided, however, that the assignment by EIS or any assign of EIS
         of its rights under Section 5(b) hereof ("Board Seat Rights") shall be
         subject to the prior approval of the Company, such approval not to be
         unreasonably withheld, conditioned or delayed."

Section 10 ("Transfer of Registration Rights") of the JVP Registration Rights
Agreement is hereby deleted in its entirety and is of no further force and
effect.

Section 13(d) ("Successors and Assigns") of the JVP Registration Rights
Agreement is hereby amended by (i) deleting the word "permitted" in the first
sentence thereof and (ii) deleting the second sentence thereof in its entirety.

Section 5(b)(i) of the Warrant is hereby deleted in its entirety and replaced by
the following: "This Warrant may be transferred or assigned by the Holder, in
whole or in part. This Warrant and all of the provisions hereof shall be binding
upon and inure to the benefit of the Holders and their respective successors and
assigns and shall be binding upon the Company and any successor-in-interest of
the Company."

In addition to the foregoing, any and all other provisions, legends or
requirement for legends in any way, directly or indirectly, limiting or
conditioning the free transfer, alienation or assignment of the securities of
JVP and associated rights issued by JVP to EIS or its subsidiaries or Affiliates
are hereby deleted in their entirety and are of no further force and effect
(other than any holdback agreements contemplated by the JVP Registration Rights
Agreement). The Parties hereby agree that the transfer of such securities of JVP
are thus no longer subject to contractual restrictions on transfer of any kind
(other than any holdback agreements contemplated by the JVP Registration Rights
Agreement). The Parties recognize that such securities remain subject to
restrictions imposed under applicable securities laws. JVP will use commercially
reasonable efforts to inform its transfer agent, and co-operate with the holder
of such securities to confirm with prospective third party transferees from time
to time, of the elimination of such restrictions and, if the certificate
representing such securities is legended to reflect a contractual restriction,
JVP shall, if requested by the holder of such securities, shall re-issue such
securities without such restrictive legend.

5.       Pledge/Security Interest

Section 6 ("Pledge of and Charge Over Exchange Shares") and Section 7 ("Security
Interest") of the Securities Purchase Agreement are hereby deleted in their
entirety and are of no further force or effect whatsoever as of the Effective
Date.

6.       Covenants/Exchange Right/Make-Whole

<PAGE>

Section 4(a) ("Certain Covenants") of the Securities Purchase Agreement is
hereby amended by deleting it in its entirety and replacing it with the
following:

             "(a) Certain Covenants. The Company shall not without the prior
             written consent of EIS: (i) enter into any material transaction
             with a director, officer or more than 20% beneficial owner of
             Common Stock other than on an arm's-length basis or (ii) otherwise
             vary from a primary biotechnology/pharmaceutical business focus."

Section 5(a) ("Right of First Refusal on Certain Issuances") of the Securities
Purchase Agreement is hereby deleted it in its entirety and is of no further
force or effect whatsoever as of the Effective Date.

Section 5(c) ("Conversion and Exchange Rights") of the Securities Purchase
Agreement is hereby deleted in its entirety and is of no further force or effect
whatsoever as of the Effective Date.

Section 5(d) ("Make-Whole") of the Securities Purchase Agreement is hereby
deleted in its entirety and is of no further force or effect whatsoever as of
the Effective Date.

Section 5(e) ("Required Conversion") of the Securities Purchase Agreement is
hereby deleted in its entirety and is of no further force or effect whatsoever
as of the Effective Date.

EIS hereby consents to the amendment of Article I, Section 4(c) ("Required
Conversion") of the Certificate of Designations by deleting the clause:
"provided, that in the event of a Series A Required Conversion, the Common Stock
delivered upon such conversion shall have the benefit of the Exchange Right (as
defined in Section 5 below)."

EIS hereby consents to the deletion in its entirety of Article I, Section 5
("Exchange Right") of the Certificate of Designations.

<PAGE>

7.       Registration Rights Agreement

Section 2(a) of the JVP Registration Rights Agreement is hereby amended by
inserting the following sentence at the end thereof:

"Notwithstanding the foregoing, so long as the Company is entitled to use Form
S-3 under the Securities Act, the Holders, collectively, shall be permitted
unlimited Demand Registrations hereunder on Form S-3, or any similar short-form
registration (a "Short-Form Registration"), if available; provided that the
Holders, collectively, will be entitled to request only one Short-Form
Registration in any 12-month period."

The JVP Registration Rights Agreement is hereby amended by adding a new Section
5(c) as follows:

         "(c) If the Company completes the unregistered sale of one million
dollars ($1,000,000) or more of its securities (a "Private Sale") on or prior to
March 31, 2003, each Holder agrees not to effect any offer, sale, distribution
or transfer, including a sale pursuant to Rule 144 (or any similar provision
then in effect) under the Securities Act during the 90-day period following the
closing of the Private Sale."

<PAGE>

                            EXHIBIT A TO SCHEDULE 5.1

                     CERTIFICATE OF DESIGNATIONS, AS AMENDED

[Exhibit A to Schedule 5.1 consists of the Registrant's Amended and Restated
Certificate of Designations, Preferences and Rights of Series A, Series B and
Series C Preferred Stock filed as Exhibit 4.1 to the Registrant's Current Report
on Form 8-K, as filed with the SEC on December 18, 2002.]