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                                                                   EXHIBIT 10.37

                                                               EXECUTION COPY IV




                              TERMINATION AGREEMENT



                              ELAN CORPORATION, PLC



                        ELAN INTERNATIONAL SERVICES, LTD.



                         ELAN MEDICAL TECHNOLOGIES, LTD.



                               DOR BIOPHARMA, INC.


                                       AND


                               ENDOREX NEWCO, LTD.






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                                      INDEX

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    CLAUSE                                           HEADING                                         PAGE
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<S>                                                                                                <C>
       1         DEFINITIONS                                                                           3

       2         TERMINATION OF THE NEWCO AGREEMENTS                                                   4

       3         REPRESENTATIONS, WARRANTIES, CONFIRMATIONS AND INDEMNITIES                            6

       4         INTELLECTUAL PROPERTY                                                                10

       5         RIGHTS RELATED TO SECURITIES                                                         10

       6         SALE OF SHARES AND COMPLETION                                                        10

       7         CONFIDENTIALITY                                                                      11

       8         WAIVER OF ACCRUED RIGHTS/MUTUAL RELEASES                                             14

       9         GENERAL                                                                              15

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</TABLE>



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THIS TERMINATION AGREEMENT made this __ day of March, 2003 (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)      ELAN MEDICAL TECHNOLOGIES, LTD, a private limited company incorporated
         under the laws of Ireland, having its registered office at Monksland,
         Athlone, Westmeath, Ireland ("EMT");

(4)      DOR BIOPHARMA, INC., a Delaware corporation formerly known as Endorex
         Corporation, having its principal place of business at 28101 Ballard
         Drive, Lake Forrest, Illinois 60045, United States of America ("DOR");
         and

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

                                    RECITALS:

A.       The Parties entered into various agreements whereby Elan Corp, EIS,
         Newco and JVP established the joint venture company, Newco, and EMT and
         Elan Corp 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 21 October 1998 (the
                "JDOA");

        (ii)    Elan Corp, EMT, JVP and Newco entered into a License Agreement
                dated 21 October 1998 (as so amended, the "ELAN LICENSE
                AGREEMENT");

        (iii)   EIS, JVP and Newco entered into a Registration Rights Agreement
                with respect to the capital stock of Newco, dated as of dated 21
                October 1998 (the "NEWCO REGISTRATION RIGHTS AGREEMENT");


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        (iv)    EIS, JVP and Newco entered into a Subscription and Stockholders
                Agreement, dated 21 October 1998 (the "NEWCO SUBSCRIPTION
                AGREEMENT"); and

        (v)     JVP issued a Convertible Promissory Note to EIS in the maximum
                principal amount of $4,806,000 with respect to which no funds
                have been drawn down (the "CONVERTIBLE NOTE").

         The JDOA, Elan License Agreement, Newco Registration Rights Agreement,
         Newco Subscription Agreement, Convertible Note and Agreement in
         Principle (hereinafter defined) are together defined in this Agreement
         as the "NEWCO AGREEMENTS".

B.       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 dated
                21 October 1998 (the "SECURITIES PURCHASE AGREEMENT"); and

        (ii)    EIS and JVP entered into a Registration Rights Agreement with
                respect to the capital stock of JVP dated 21 October 1998 (the
                "JVP REGISTRATION RIGHTS AGREEMENT").

C.       The Parties also entered into agreements whereby the Parties agreed to
         certain matters related to Newco and also to a joint venture,
         Innovaccines Corporation ("INNOVACCINES"), established by Elan Corp,
         EIS and DOR. Specifically,

        (i)     Elan Corp, EIS, Elan Pharmaceutical Investments, Ltd. and JVP
                entered into an agreement in principle dated June 29, 2002, as
                subsequently extended through November 30, 2002, and as amended
                and restated on December 12, 2002 (as so extended, amended and
                restated, the "AGREEMENT IN PRINCIPLE"); and

        (ii)    DOR executed and delivered to Elan Pharma International Limited
                a promissory note, dated June 29, 2002, in the original
                principal amount of $579,742 (the "DOR NOTE") in settlement of
                amounts owed to Elan by Newco under the JDOA and amounts owed to
                Elan by Innovaccines.

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 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

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ADEQUACY OF WHICH ARE HEREBY ACKNOWLEDGED, IT IS HEREBY AGREED AS FOLLOWS:

CAPITALISED 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.

1.       DEFINITIONS

         "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, 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 Corp or EIS.

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

         "BALANCE SHEET DATE" shall mean December 31, 2002.

         "EFFECTIVE DATE" shall mean the date of this Agreement.

         "ELAN" shall mean Elan Corp and its Affiliates, including without
         limitation, EMT.

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

         "ELAN INTELLECTUAL PROPERTY" shall mean the Elan Patents, the Elan
         Know-How and the Elan Improvements.

         "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.

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

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

         "JVP" shall mean DOR and its Affiliates.

         "NEWCO INTELLECTUAL PROPERTY" shall mean all rights to patents,
         know-how and other intellectual property arising out of the conduct of
         the Research and Development Program by any person, including any
         technology acquired by Newco from a third party that does not
         constitute Elan Intellectual Property or JVP Intellectual Property.

         For the avoidance of doubt, any preclinical and clinical data and/or
         toxicity, stability and pharmacological data generated pursuant to the
         Research and Development Program shall constitute Newco Intellectual
         Property.

         "NEWCO TRADEMARK" shall mean Endorex Newco Ltd.

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

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

         "RESEARCH AND DEVELOPMENT PROGRAM" shall have the meaning set forth in
         the JDOA.

         "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:

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                2.2.1  the Management Committee and the R&D Committee (as such
                       terms are defined in the JDOA) shall each be dissolved
                       forthwith with effect from the Effective Date and thereby
                       cease to have any function;

                2.2.2  the EIS Director, Kevin Insley, and his alternate
                       director, Debra Moore Buryj holding office with Newco
                       immediately prior to the Effective Date shall resign;

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

                2.2.4  the nominees on the R&D Committee of the EIS Director
                       shall be deemed to have been removed from the R&D
                       Committee by the EIS Director immediately prior to the
                       dissolution of the Management Committee pursuant to
                       Clause 2.2.1;

                2.2.5  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;

                2.2.6  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, the Elan
                       Trademarks, the Newco Intellectual Property and/or any
                       other patents, know-how or any other intellectual
                       property rights whatsoever of Elan;

                2.2.7  the Parties shall terminate or shall cause to be
                       terminated any and all research and development work
                       being conducted in connection with or pursuant to any
                       Research and Development Program of Newco, the Newco
                       Agreements, or otherwise on behalf of Newco;

                2.2.8  the Parties shall terminate or cause to be terminated any
                       and all technical services and assistance being conducted
                       in connection with the Newco Agreements; and

                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; and

                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 Research and Development
                       Program, the achievement of any objectives set forth
                       therein or otherwise;

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         2.3    Each of the Parties acknowledges and agrees with the other
                Parties that, as of the Effective Date, after giving effect to
                transactions described in paragraph 1 of the Agreement in
                Principle, no monies are owed or are refundable by any of the
                Parties to the others pursuant to the Newco Agreements other
                than the amount owed to EIS by Newco pursuant to the JDOA as set
                forth on Schedule 2.3, which amount is hereby deemed forgiven
                and extinguished in all respects by EIS.

                For the avoidance of doubt, the Parties acknowledge that (a) JVP
                has agreed to pay on behalf of Newco any fees due and owing to
                Codan Corporate Administrative Services upon the Effective Date
                and the annual company registration fee as set out in Schedule
                2.3, and thereafter, and (b) nothing shall affect any rights of
                Elan under the DOR Note.



3.       REPRESENTATIONS, WARRANTIES, CONFIRMATIONS AND INDEMNITIES

         3.1    SUB-LICENSES:

                Newco represents and warrants to the other Parties that it has
                not granted any sub-licenses 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 9,612 shares of common stock, par value
                $1.00 per share, of Newco ("NEWCO COMMON STOCK").

         3.3    EIS SHARES:

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

         3.4    BALANCE SHEET:

                3.4.1  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.

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                3.4.2  JVP further represents and warrants to the other Parties
                       that there are no other creditors of Newco, other than as
                       described in the Balance Sheet and Schedule 2.3.

                3.4.3  Notwithstanding Clauses 2.3, 3.4.1, 3.4.2 and 3.8.1,
                       Newco and JVP acknowledge and agree that Elan will have
                       no liability whatsoever in relation to any matter that
                       might arise by virtue of Elan's ownership of the EIS
                       Shares to be transferred hereunder or in connection with
                       the treatment of the share capital and/or share premium
                       account 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  JVP represents and warrants to the other Parties that
                       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.

                3.5.3  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, in respect of the Newco Intellectual
                Property or otherwise howsoever in relation to the Research and
                Development Program.

         3.7    EXCLUSION OF WARRANTIES / LIABILITY.

                WITH REFERENCE TO THE TRANSFER BY EIS TO JVP OF THE EIS SHARES
                AS PROVIDED BY CLAUSE 6 ON THE EFFECTIVE DATE (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


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                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 JUDGEMENT, 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 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 OCCASSIONED 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 and 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 Management Committee or the R&D 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

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                       person or entity on behalf of Newco whether in connection
                       with the Project or otherwise.

         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   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.

         3.12   TRADEMARK APPLICATIONS:

                JVP represents and warrants to the other Parties that neither
                JVP nor Newco has filed for any trademark protection or has
                adopted any


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                trademark in connection with Newco's business or any product or
                service provided thereunder.

         3.13   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.

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

                4.1.2  With effect from the Effective Date, all Newco
                       Intellectual Property shall be the sole and exclusive
                       property of Elan. Newco and JVP hereby irrevocably and
                       unconditionally assign to Elan all of their respective
                       rights, title and interest in and to the Newco
                       Intellectual Property.

                       A full list of the Newco Intellectual Property developed
                       pursuant to the Research and Development Program, or
                       otherwise pursuant to the Newco Agreements, is set forth
                       in Schedule 4.1.2.


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.


6        SALE OF SHARES AND COMPLETION

         6.1    Subject to the terms of this Agreement:

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                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; and

                6.1.2  the EIS Shares will be sold by EIS to JVP for a total
                       consideration of Ten Dollars ($10.00) (the "EIS SHARES
                       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 EIS Shares
                       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 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.


7        CONFIDENTIALITY

         7.1    CONFIDENTIALITY:

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                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
                       hereto 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 another 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.


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                7.1.4  Proprietary Information shall be deemed not to include:

                       (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 another
                           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 10 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
                       Party for any breach by another Party of its covenants
                       and agreements set forth herein.

                       The Parties agree that any such violation or threatened
                       violation may cause irreparable injury to a 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:

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

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


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         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:

                       (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 Parties prompt notice of such fact to enable the
                       other 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 Parties 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.

                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 9.2.1(2); and EIS
                       (and/or any Affiliate) shall also be so entitled in
                       connection with Clause 9.2.2 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, agents and employees
                       and the assigns and
14

<PAGE>



                       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) or in respect of the
                DOR Note, which shall remain unmodified and in full force and
                effect.

9.       GENERAL

         9.1    GOVERNING LAW AND JURISDICTION:

                9.1.1  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.

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

         9.2    ASSIGNMENT:


                9.2.1  Subject to Clause 9.2.2, this Agreement shall not be
                       assigned by any Party without the prior written consent
                       of the others, save that any Party:

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

                       (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


15

<PAGE>


                           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.

                9.2.2  For the avoidance of doubt, nothing in this Clause 9.2
                       shall affect the provisions governing assignment of
                       securities in Schedule 5.1 hereof.

         9.3    NOTICES:

                9.3.1  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:

                If to JVP or Newco at:

                28101 Ballard Drive
                Lake Forrest, Illinois 60045
                Attention:        President, Urgent
                Telephone:        (847) 573-6275
                Fax:              (847) 573-6245

                If to Elan, EMT and/or EIS at:

                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.

                9.3.2  Any notice sent by mail shall be deemed to have been
                       delivered within seven (7) 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.

         9.4    WAIVER:

16
<PAGE>


                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.

         9.5    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:

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

                9.5.2  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.

         9.6    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.

         9.7    SUCCESSORS:

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

         9.8    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.

         9.9    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.

17

<PAGE>



         9.10   COSTS:

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

         9.11   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.

         9.12   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 among 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.

         9.13   ENTIRE AGREEMENT:

                9.13.1 This 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.

                9.13.2 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
18

<PAGE>


IN WITNESS WHEREOF the Parties have executed this Agreement.


SIGNED


BY:
    ------------------------------
for and on behalf of
Elan Corporation, plc


SIGNED


BY:
    ------------------------------
for and on behalf of
ELAN INTERNATIONAL SERVICES, LTD.


SIGNED


BY:
    ------------------------------
for and on behalf of
ELAN MEDICAL TECHNOLOGIES, LTD.

SIGNED


BY:
    ------------------------------
for and on behalf of
ENDOREX NEWCO, LTD.


SIGNED


BY
    ------------------------------
for and on behalf of
DOR BIOPHARMA, INC.


19

<PAGE>



                                   SCHEDULE 1

                                  BALANCE SHEET


<TABLE>
<CAPTION>

                                              2/28/03
                                          ----------------
<S>                                    <C>
ASSETS
      CURRENT ASSETS
          OTHER CURRENT ASSETS

              DUE FROM DOR BIOPHARMA                 0.00
                                          ---------------
          TOTAL OTHER CURRENT ASSETS                 0.00
                                          ---------------
      TOTAL CURRENT ASSETS                           0.00
                                          ---------------
TOTAL ASSETS                                         0.00
                                          ===============
LIABILITIES & EQUITY

      LIABILITIES
          CURRENT LIABILITIES
              ACCOUNTS PAYABLE
                  ACCOUNTS PAYABLE              57,222.90
                                          ---------------
              TOTAL ACCOUNTS PAYABLE            57,222.90
                                          ---------------
          TOTAL CURRENT LIABILITIES             57,222.90
                                          ---------------
      TOTAL LIABILITIES                         57,222.90

      EQUITY

          ADDITIONAL PAID IN CAPITAL        10,488,000.00
          COMMON STOCK                          12,000.00
          RETAINED EARNINGS                -10,557,222.90
                                          ---------------
      TOTAL EQUITY                             -57,222.90
                                          ---------------
TOTAL LIABILITIES & EQUITY                           0.00
                                          ===============

</TABLE>




20
<PAGE>


                                  SCHEDULE 2.3


<TABLE>
<CAPTION>

<S>                                                                    <C>
Amount owed by Newco to EIS as of the Effective Date:                  $39,156.65

Amount owed by Newco to Codan as of the Effective Date:                $10,291.25

Amount owed by Newco in respect of the annual company
registration fee:                                                      $ 7,775.00

TOTAL:                                                                 $57,222.90

</TABLE>





21

<PAGE>

<TABLE>
<CAPTION>


----------------------------------------------------------------------------------------------------------
                                             SCHEDULE 4.1.2
----------------------------------------------------------------------------------------------------------
                                ENDOREX NEWCO LTD. INTELLECTUAL PROPERTY
----------------------------------------------------------------------------------------------------------
<S><C>

----------------------------------------------------------------------------------------------------------

Drug compatibility study report of MEDIPAD components and desferoxamine

----------------------------------------------------------------------------------------------------------
Report on volume reconstitution study of desferoxamine

----------------------------------------------------------------------------------------------------------
Preliminary market assessment analyses (US)

----------------------------------------------------------------------------------------------------------

Various memos and consultants input on regulatory strategy (for US and Europe)
covering MEDIPAD in general with specific references to DFO/MEDIPAD combination.

----------------------------------------------------------------------------------------------------------

Feedback from FDA on DFO/MEDIPAD regulatory strategy

----------------------------------------------------------------------------------------------------------

Documented formal 'Risk Analysis' for MEDIPAD/DFO combination

----------------------------------------------------------------------------------------------------------
</TABLE>



22
<PAGE>






                                  SCHEDULE 5.1

                        RIGHTS RELATED TO THE SECURITIES
                       AMENDMENTS TO THE FINANCE DOCUMENTS


1.       TRANSFER RESTRICTIONS

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

Section 9 ("Transfer of Registration Rights") of the JVP Registration Rights
Agreement is hereby amended and restated in its entirety to read as follows:

                "9. Transfer of Registration Rights. The rights granted to any
         Person under this Agreement may be assigned only to (i) a transferee or
         assignee who is an Affiliate of such Person, without limitation on the
         number of such assignments, or (ii) on up to four (4) separate
         occasions, a transferee or assignee who is not an Affiliate of such
         Person, in each case in connection with any transfer or assignment of
         Registrable Securities by a Holder, provided, that: (a) such transfer
         may otherwise be effected in accordance with applicable securities
         laws, (b) if not already a party thereto, the assignee or transferee
         agrees in writing prior to such transfer to be bound by the provisions
         of this Agreement applicable to the transferor and (c) such transferee
         shall own Registrable Securities representing at least 1,000,000 shares
         of Common Stock, subject to the Anti-dilution Adjustments."

Except as set forth above with respect to Section 9 of the JVP Registration
Rights Agreement, any and all other provisions, legends or requirements 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
and except as set forth above with respect to Section 9 of 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.




23