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EXHIBIT 10.37


         AMENDMENT NO. 4 dated as of this 24th day of April, 2002, ("Amendment
No. 4") between LIFE MEDICAL SCIENCES, INC. (the "Company") (formerly
"BIOMEDICAL POLYMERS INTERNATIONAL, LTD.") and YISSUM RESEARCH DEVELOPMENT
COMPANY OF THE HEBREW UNIVERSITY OF JERUSALEM ("Yissum").


                                   WITNESSETH:

         WHEREAS, the parties have entered into an agreement dated June 14, 1991
(the "1991 Agreement"), which 1991 Agreement was amended pursuant to (i) an
amendment dated as of February __, 1994 ("Amendment No. 1"), (ii) an amendment
dated as of January 1, 1996, ("Amendment No. 2") and (iii) an amendment dated as
of October 1, 1996, ("Amendment No. 3") (the 1991 Agreement as amended by
Amendment No. 1, Amendment No. 2 and Amendment No. 3 is referred to herein as
the "Original Agreement"); and

         WHEREAS, the parties wish to modify and amend the Original Agreement
upon the terms, provisions and conditions set forth below.

         NOW, THEREFORE, in consideration of the mutual agreements set forth
herein, the parties hereto agree as follows:

         1.       Section 18 of the Original Agreement is hereby amended to
                  provide that the address at which the Company shall receive
                  all notices and communications shall be 92 Gooseneck Point
                  Road, Oceanport New Jersey 07757, Attention: Robert P. Hickey,
                  Chairman, President & CEO.

         2.       Research Program IV, a copy of which is attached hereto shall
                  become a part of appendix "A" to the Original Agreement. The
                  initial term of Research Program IV shall be for a period of
                  three (3) months from the date hereof and may be extended by
                  mutual agreement of the parties and shall be subject to the
                  requirements as provided in Sections 2 (f) and (g) of the
                  Original Agreement. The Company will pay to Yissum the $22,000
                  set forth in the budget of Research Program IV in three equal
                  monthly installments, the first of which shall be paid against
                  receipt of invoice upon execution of Amendment No. 4.

         3.       Section 8 (c) of the Original Agreement is hereby amended
                  through the addition of the following sentences: "Sections
                  8(b) (1) and 8(b) (2) are hereby declared null and void.
                  Notwithstanding the provisions of Section 8 (b) (3), in the
                  event that the Company does not reach total net sales of
                  products or achieve income of $1,000,000 by December 31, 2004,
                  Yissum shall not terminate the Original Agreement and the same
                  shall remain in full force and effect for the year


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                  ended December 31, 2005 so long as the Company pays to Yissum
                  a minimum annual royalty payment of $50,000. Notwithstanding
                  the provisions of Section 8 (b) (3), in the event that the
                  Company does not reach total net sales of products or achieve
                  income of $1,000,000 by December 31, 2005, Yissum shall not
                  terminate the Original Agreement and the same shall remain in
                  full force and effect for the year ended December 31, 2006 so
                  long as the Company pays to Yissum a minimum annual royalty
                  payment of $100,000. Notwithstanding the provisions of Section
                  8 (b) (3), in the event that the Company does not reach total
                  net sales of products or achieve income of $1,000,000 by
                  December 31, 2006, Yissum shall not terminate the Original
                  Agreement and the same shall remain in full force and effect
                  for the year ended December 31, 2007, so long as the Company
                  pays to Yissum a minimum annual royalty payment of $100,000.
                  Any and all minimum royalty payments made by the Company to
                  Yissum in compliance with the terms of Section 8 (c) of the
                  Original Agreement shall be applied in full against the
                  Company's royalty obligation as referenced in Section 7 (a) of
                  the Original Agreement and defined in Appendix E to the
                  Original Agreement."

         4.       The following language set forth in the first sentence of
                  Section 5 of the Original Agreement: "This Agreement shall
                  take effect on June 14, 1991, and end, if not ended or
                  terminated prior thereto pursuant to the provisions hereof, at
                  the earlier of the following:" is hereby deleted and is hereby
                  replaced with the following: "This Agreement shall take effect
                  on June 14, 1991, and end, if not ended or terminated prior
                  thereto pursuant to the provisions hereof, at the later of the
                  following:".

         5.       The following language set forth in Section 1 (b) of the
                  Original Agreement: ""product" means any product and/or
                  product component and/or process directly and/or indirectly
                  based on and/or related to the patents, know-how and/or any
                  part thereof." is hereby deleted and is hereby replaced with
                  the following: ""product" means any product and/or product
                  component or process directly or indirectly based on and/or
                  related to any or all of the patents or know-how, including
                  but not limited to any and all patents or patent applications
                  developed, conceived or reduced to practice in the course of
                  the research, as defined in Section 1. (b) of the Original
                  Agreement, or resulting or deriving therefrom."

         6.       The following new Section 5 (d) is hereby added to the
                  Original Agreement: "In the event of the termination of the
                  Original Agreement by Yissum under the terms of either Section
                  14 (a), Section 8 (b) or Section 8 (c) herein, in addition to
                  the remedy described in Section 5 (c) of the Original
                  Agreement, all patents and patent applications derived from
                  the research, as defined in Section 1 (b) of the Original
                  Agreement, shall revert in full to Yissum.

         7.       The following language in the first paragraph in Section 9 of
                  Exhibit A, Exhibit B and Exhibit C of the Original Agreement:
                  "in the field of biopolymeric materials which would be in
                  competition with the Research and/or any activity of LMS, its
                  successors or assigns or which might create such competition."
                  is hereby deleted and is hereby replaced with the following:
                  "in the field of development or commercialization of projects
                  and/or products for post-operative adhesion prevention and
                  controlled release of anti-arrhythmic drugs which would be in
                  competition with any product, product component and/or product
                  development program derived directly from the Research."

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         8.       The following language in Section 6 of Appendix E to the
                  Original Agreement: "royalty of 5% per annum of all net sales
                  of licensees," is hereby deleted and is hereby replaced with
                  the following: "the Company shall pay to Yissum a royalty of
                  5% of the aggregate value of the Company's Net Sales ("Net
                  Sales" defined as sales revenue less discounts, returns,
                  allowances and taxes) of products to third parties, including
                  but not limited to distributors, licensees and other
                  customers, and its licensing income from products,"

         9.       All terms used herein but not otherwise defined herein shall
                  have the same meaning ascribed to such term in the Original
                  Agreement.

         10.      Amendment No. 4 may be executed in counterparts each of which
                  shall be deemed an original, but all of which together shall
                  constitute one and the same instrument. From and after the
                  execution and delivery of Amendment No. 4, the term "Original
                  Agreement" shall be deemed to include the terms and provisions
                  of Amendment No. 4.

         11.      By executing Amendment No. 4, Yissum and the Company hereby
                  certify that any and all necessary approvals and consents for
                  the effectiveness of Amendment No. 4 have been obtained.

         12.      Yissum and the Company further acknowledge that as of the date
                  of execution of Amendment No. 4, the Original Agreement, as
                  amended by Amendment No. 4, is in full force and effect with
                  no current or anticipated events of default.

         IN WITNESS WHEREOF, the parties have duly executed Amendment No. 4 as
of the day and year first above written.


Yissum Research Development                          Life Medical Sciences, Inc.
Company of the Hebrew
University of Jerusalem


By:______________________                   By:_____________________

Name:____________________                   Name:___________________

Title:___________________                   Title:__________________


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