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                                                                    EXHIBIT 10.1



PORTIONS OF THIS EXHIBIT HAVE BEEN REDACTED AND ARE THE SUBJECT OF A
CONFIDENTIAL TREATMENT REQUEST FILED WITH THE SECRETARY OF THE SECURITIES AND
EXCHANGE COMMISSION.

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                              CONFIDENTIAL DOCUMENT

                              DISTRIBUTION AGREEMENT

This Agreement ("Agreement") is made and entered into on January 22, 2002
between:

SINCLAIR PHARMACEUTICALS LTD., a corporation duly organized and existing under
the laws of England having its place of business at Borough Rd, Godalming,
Surrey, United Kingdom GU7 2AB and Sinclair Pharma Srl, a corporation duly
organized and existing under the laws of Italy having its place of business at
Viale Marche, 15, 20125 Milano, Italy. Sinclair Pharmaceuticals Ltd and Sinclair
Pharma Srl are hereinafter collectively referred to as "Company"

and

CELL PATHWAYS, INC., a corporation duly organized and existing under the laws of
Delaware having a place of business at 702 Electronic Drive, Horsham,
Pennsylvania, 19044 hereinafter referred to as "Distributor".

Whereas Company has the exclusive rights to appoint exclusive distributors for
the Product in the Territory as defined below and has the right to supply
Products for that purpose.

Whereas Distributor wishes to become the exclusive distributor of such Products
in the Territory as set out herein.

Now, therefore, the Parties hereto in consideration of the premises and mutual
covenants and undertakings herein contained agree as follows:


ARTICLE 1. DEFINITIONS

         1.1 "Affiliate" of a Party hereto shall mean any entity which controls,
is controlled by, or is under common control with such party. For purposes of
this definition, a Party shall be deemed to control another entity if it owns or
controls, directly or indirectly, more than fifty percent (50%) of the voting
equity of the other entity (or other comparable ownership interest for an entity
other than a corporation) or if it possesses, directly or indirectly, the
ptoower to direct or cause the direction of the management and policies, whether
through ownership of voting securities, by contract, or otherwise, of such other
entity.

         1.2 "Approved Indication" shall mean the "management and relief of oral
pain, by adhering to the mucosal surface of the mouth for soothing of lesions of
various etiologies." The Approved Indication will be deemed amended or changed
in scope in accordance with any additional regulatory approvals of the Product
in the Territory.

         1.3 "Competing Product" shall mean any product other than the Products
that is used for the Approved Indication.

         1.4 "Effective Date" shall mean the date of receipt by Company of the
payment of $1,000,000 referred to in Section 5.3.


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         1.5 "Force Majeure" is any factor beyond a Party's control, including,
without limitation, fire, explosion, accident, riot, flood, drought, storm,
earthquake, lightning, frost, civil commotion, sabotage, vandalism, smoke, hail,
embargo, act of God or the public enemy, other casualty, strike or lockout, or
interference, prohibition or restriction imposed by any government or any
officer or agent thereof.

         1.6 "Forecast" shall mean forecasts of sales by Distributor as set
forth in Section 3.3 of this Agreement.

         1.7 "Forecast Range" shall mean for any calendar quarter a quantity +/-
50% of Forecast for that quarter.

         1.8 "Know-how" shall mean technical or scientific information (1)
regarding the Products which may be necessary, useful or advisable to enable
Distributor to promote, market and sell the Products in the Territory, and as is
or will be specified in the documentation which Company has delivered or will
deliver to Distributor after the Effective Date and during the term of this
Agreement; or (2) regarding the manufacture, packaging and labeling of the
Product consistent with the Specifications.

         1.9 "Net Sales I" shall mean Distributor's (or any sub-distributor's)
gross sales of Products actually billed by Distributor or its Affiliates (or
sub-distributors) to unrelated third party customers less (a) rejection or
return of Products previously sold, and (b) any sales, excise, turnover and
similar taxes and any duties and other governmental charges imposed upon the
sale of Products.

         1.10 "Net Sales II" shall mean Distributor's (or any sub-distributor's)
gross sales of Products actually billed by Distributor or its Affiliates (or
sub-distributors) to unrelated third party customers less (a) any direct or
indirect credits and allowances and adjustments granted to such customers for
the Products, including without limitation credits and allowances on account of
price adjustments or on account of the rejection or return of Products
previously sold, (b) any trade and/or cash discounts, rebates and distribution
fees, and (c) any sales, excise, turnover and similar taxes and any duties and
other governmental charges imposed upon the production, importation, use or sale
of Products, and (d) transportation, insurance and handling charges on Product.

         1.11 "Parties" shall mean Company and Distributor and Party shall mean
either of them as the context indicates.

         1.12 "Present Product" means Company's Product known as "GELCLAIR" in a
box containing 21 packets with 15 ml of Product per packet.

         1.13 "Products" in this Agreement shall mean Company's oral gel care
formulation(s) for the Approved Indication, including but not limited to
GELCLAIR(R) as presently manufactured by Company and any modification thereof
which may be agreed between the Parties in future. "Products" does not include
Company's product known as "ALOCLAIR".

         1.14 "Purchase Price" shall mean the price of Product that Distributor
pays Company for the Distributor's purchase of Product from Company.



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         1.15 "Registration" shall mean any official marketing approval,
authorization or license regarding the Products by the appropriate and competent
authorities in the Territory, allowing the lawful marketing of the Products.

         1.16 "Specifications" shall mean the specifications for Product,
including its packaging, set forth in Appendix A hereof, which Appendix is
incorporated in and made a part of this Agreement. Specifications shall not be
modified without prior written agreement by the Parties.

         1.17 "Territory" means the United States of America (including its
territories and possessions), Canada and Mexico.

         1.18 "Year" means calendar year. "Year 1" means 2002; "Year 2" means
2003; "Year 3" means 2004; etc.

         1.19 "$" means United States Dollars.

         1.20 "Aloclair" means a product also containing [ * ] which Company
agrees will in no circumstances contain a concentration of [ * ] exceeding [ * ]
of the concentration in Gelclair. Company warrants that Aloclair is
characterized by a substantially [ * ]. Company warrants that the Aloclair
product is unsuitable for the treatment of severe oral mucosal inflammation or
injury, e.g., mucositis, stomatitis and oral surgery.

ARTICLE 2. APPOINTMENT AND ACCEPTANCE

         2.1 Subject to the following terms and conditions, which includes the
payments set forth in this Agreement, the Company hereby appoints the
Distributor as the exclusive distributor to market, sell and distribute Products
in the Territory and the Distributor hereby accepts such appointment.
Distributor shall have the exclusive right to market, sell and distribute
Products, or have those Products marketed, sold or distributed on its behalf in
the Territory.

         2.2 Company shall not and shall cause its Affiliates not to, directly
or indirectly knowingly supply the Product or Competing Product to any Person
outside the Territory for resale or use in the Territory. Company shall promptly
refer exclusively to Distributor all orders or inquiries received by Company in
connection with the sale, marketing and/or distribution of the Product in the
Territory. To the extent that either Party becomes aware of a Person outside the
Territory re-selling Product in the Territory, each shall notify the other and
the Parties shall use best efforts to cooperate and cause such unauthorized sale
in the Territory to cease.

         2.3 Distributor shall not and shall cause its Affiliates not to,
directly or indirectly knowingly supply the Product or Competing Product to any
Person in the Territory for resale or use outside the Territory. Distributor
shall promptly refer exclusively to Company all orders or inquiries received by
Distributor in connection with the sale, marketing and/or distribution of the
Product outside the Territory. To the extent that either Party becomes aware of
a Person in the Territory re-selling Product outside the Territory, each shall
notify the other and the Parties shall use best efforts to cooperate and cause
such unauthorized sale outside the Territory to cease.


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         2.4 Distributor and its Affiliates shall not, directly or indirectly,
or jointly or in conjunction with any other person, whether as principal, agent,
shareholder, employee, independent contractor or in any other manner whatsoever,
distribute, market or sell any Competing Product in the Territory during the
term of this Agreement and 12 months thereafter.

         2.5 Distributor and its Affiliates shall purchase their entire
requirements for the Products from Company, subject to Section 3.9.

         2.6 Company warrants that it has not made any written or oral agreement
or undertaking with any other Person regarding the rights to distribute or sell
Product or Competing Product in the Territory.

         2.7 Company warrants that it has the exclusive rights to appoint
exclusive distributors for the Product in the Territory as defined herein and
that it has the right to supply Products for that purpose.

         2.8 If within [ * ] Distributor has not established a reasonable level
of prescriptions from the dental market, the Parties shall meet and discuss in
good faith the matter but, if they are not able to agree on a mutually
acceptable resolution of the problems within [ * ] of such meeting, Company
shall be entitled [ * ] to distribute the Products to the dental market in the
Territory independently of the Distributor using trademarks which are not
confusingly similar to any trademarks used on Products which are sold to
Distributor hereunder.

ARTICLE 3. PURCHASE AND SUPPLY OF PRODUCTS

         3.1 Within 90 days of the receiving from Distributor all necessary
camera ready art work and product insert, Company shall provide Distributor
[ * ] of the Present Product in accordance with the Specifications and within a
further [ * ] shall provide Distributor [ * ] of the Present Product in
accordance with the specifications.

         3.2 By October 31, 2002, Distributor shall place an order for the
Present Product of at least $2,000,000 at the price set forth in Section 5.1
below, which order shall be delivered by Company to Distributor on or before
December 31, 2002. If Distributor fails to place the order referred to in this
Section 3.2, Distributor shall be obliged to pay to Company the amount of
$2,000,000 by December 31, 2002 in any event.

         3.3 Upon the Effective Date, Distributor shall submit to Company a
non-binding good faith estimate of its requirements of Product for the current
Year broken down by quarters. Within and not later than September 30th of each
Year of this Agreement, Distributor shall submit to Company a non-binding good
faith estimate of its requirements of Product for the subsequent two Years
broken down by quarters. The first Year of each two-Year estimate shall serve to
amend the second Year of the previous two-Year estimate. The total amount and
the quarterly breakdown estimated by Distributor for any Year, as amended by
each annual estimate or as further amended in timely fashion, shall be known as
the Forecast for such Year.


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         3.4 Within and not later than ninety (90) days before the beginning of
each calendar quarter during the term of this Agreement, Distributor shall place
with Company a Firm Order for Product for that calendar quarter. Each Firm Order
shall specify the quantity of Product ordered and the delivery date, provided
that the terms and conditions of this Agreement shall prevail over any terms and
conditions included in any purchase order used in ordering Product. Firm Orders
for purchases for Products shall be submitted in writing to the Company at
Company's address above or at such other address as Company may indicate in
writing. Those orders shall bind Company if within the Forecast Range, and shall
otherwise bind Company if accepted by it in writing if outside the Forecast
Range. Company shall use reasonable efforts to accommodate orders higher than
+50% of Forecast for any calendar quarter.

         3.5 Distributor shall place the following minimum annual orders for the
Products from Company at the prices referred to in Section 5.1 for the Present
Product and such prices as may have been agreed between the Parties for other
versions of the Products (if prices have not been agreed for other versions,
Distributor shall be obliged to order the Present Product):

         ----------------------------------------------------------------------
                           Minimum Annual Order
         ----------------------------------------------------------------------
         Year 1            $4,000,000, including $2,000,000 in respect of the
                           quantities referred to in Section 3.1 and $2,000,000
                           for the order referred to in Section 3.2
         ----------------------------------------------------------------------
         Year 2            $ 3,000,000
         ----------------------------------------------------------------------
         Year 3            $ 5,000,000
         ----------------------------------------------------------------------

Minimum annual orders for the fourth and subsequent Years of this Agreement
shall have been negotiated in good faith and agreed upon by the Parties for each
of those Years by each October 1st from October 1, 2004 onward (i.e., one Year
at a time on a rolling basis). If the Parties are unable to agree upon a minimum
annual order level for any Year after 2004 which is at least 80% of the minimum
annual order level for the previous Year, either Party shall have the right to
terminate this Agreement upon 90 days' notice in writing to the other Party.

If Distributor fails, by the 31st December of Year 1, Year 2, or Year 3, to
place orders for the Products from the Company exceeding the minimum annual
order set out in this Section 3.5 for those Years (and Distributor has not
rectified the situation by ordering the shortfall within 90 days of being given
notice by the Company of such shortfall), Company may terminate this Agreement
upon 90 days notice in writing to Distributor.

         3.6 All Products shipped by or on behalf of Company to Distributor will
comply with the Specifications and shall have at least 30 months until the date
of product expiry from the date of delivery. The title to any consignment of the
Products shall not pass to Distributor until Company has received payment in
full for the price of the Products. Risk of loss or damage to any consignment of
the Products shall pass to Distributor from the time Company notifies
Distributor that the consignment is available for collection or from the time of
delivery to the carrier at Company's (or its supplier's) premises, whichever is
the earlier. The relevant batch release certificate and certificate of analysis
shall accompany each delivery.


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         3.6.1 Until such time as the title in the Products passes to the
Distributor, the Distributor shall be entitled to resell or use the Products in
the ordinary course of its business, but it shall be accountable to the Company
for the proceeds of sale or otherwise of the Products (such that Distributor
shall pay to Company such proportion of such proceeds owing to the Company),
whether tangible or intangible, including insurance proceeds, and it shall keep
all such proceeds (to the extent of the amounts owed to Company hereunder)
separate from any monies or property of the Distributor and third parties, and
in the case of tangible proceeds, properly stored, protected and insured;

         3.7 If within a reasonable time (not to exceed 30 days after receiving
any shipment at the Distributor's designated place of business in the United
States) Distributor demonstrates to the satisfaction of Company that any of the
Products shipped to it hereunder were defective at the time of delivery to
Distributor's designated place of business, Company will replace such defective
Products free of costs and delivery charges. As Company may direct, Distributor
will either return the defective Products to Company with the freight costs to
be at Company's expense or hold or otherwise dispose of such defective Products
in accordance with Company's instructions. Company shall replace all Product
which is defective hereunder within three (3) months from Company's receipt of
such notice from Distributor. Company shall pay the cost of customs, insurance,
and freight for any defective Product returned to it. In the event of any
unresolved dispute between the Parties concerning the rejection by Distributor
of all of or any part of the Product, the Product shall be submitted for testing
to a mutually agreed-upon qualified independent laboratory. If the Parties are
unable to agree upon such a laboratory, each will select a qualified independent
laboratory and the two laboratories will select a third qualified independent
laboratory which shall perform the testing. The parties agree to be bound by the
findings of the laboratory. All costs associated with the investigation shall be
paid by the unsuccessful party.

         3.8 Company will use all reasonable efforts to supply or have supplied
Distributor's requirements of Product and will keep Distributor closely informed
if there should be any anticipated problem of supply. Company shall be solely
responsible for providing all necessary equipment facilities and personnel to
manufacture the Product in compliance with GMP and government regulatory
requirements in the areas of the Territory where it is marketed, and Company
shall comply with all such regulatory and legal requirements in the manufacture
of Products both in such areas as well as in the country(s) of manufacture.

         3.9 Under a mutually acceptable escrow agreement, Company agrees to
deposit in escrow located in the United States copies of specifications and
other documents containing the Know How relating to the commercial manufacture
of Products, including formulation and packaging information, to enable
Distributor to make or have made Products. The escrow agreement shall provide
for Distributor's access to such escrowed materials in the event that Company or
its nominee is unable or unwilling to meet its obligations under this Agreement
to supply Distributor's requirements for Product for more than a 90-day period.

In the event that Company notifies Distributor that it is able to recommence
supply of the Present Product or Products to Distributor, Distributor shall
within a reasonable time cease to make or have made the Products and thereafter
shall purchase its entire requirements for the Products from Company.



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In respect of any Products which Distributor makes or has made in accordance
with this Section 3.9, Distributor shall pay a royalty to Company of [ * ] the
Net Sales II of all such Products sold or otherwise disposed of on a commercial
basis by Distributor. Distributor shall keep all such accounts and records as
may be necessary for the calculation of such royalty and shall supply copies of
such accounts and records to Company upon request. Distributor shall pay such
royalty to Company for each calendar quarter within [ * ] of the end of that
calendar quarter and at the same time shall supply to Company a detailed
calculation of the royalty concerned.

         3.10 Company shall provide batch release certificates and certificates
of analysis with each shipment of Product to Distributor (including Product
samples).

         3.11 Company warrants that all Product provided or sold by it to
Distributor under this Agreement shall:

         (a)      conform to the Specifications;

         (b)      be merchantable;

         (c)      be manufactured in accordance with ISO requirements and any
                  other applicable regulations and laws of the Territory and of
                  the jurisdiction of manufacture; and

         (d)      be fit for use by humans for the Approved Indication(s).

         3.12 Company warrants that it has the capacity to supply conforming
Product in accordance with the terms of the Agreement.

ARTICLE 4. REGULATORY MATTERS

         4.1 Company shall comply with all applicable laws and regulations in
relation to the manufacturing and handling of the Product in the Territory and
in any country outside the Territory where Company manufactures Product or has
Product manufactured on its behalf. Distributor shall comply with all applicable
regulations and laws in relation to the handling, storage, distribution and sale
of the Product in those areas of the Territory where the Product is distributed
and sold by Distributor.

         4.2 Each Party will report to the other all adverse events (hereinafter
called "AE"), customer complaints, technical or quality-related incidents and/or
issues, which come to its attention relating to the Product, including any that
come to a Party's attention through publications in journals or other media.
Each party shall report any serious adverse events relating to Product, within
48 hours of receipt, to the other.

         4.3 Distributor shall be responsible for preparing and submitting
medical device reports ("MDRs") to the FDA or other responsible national
governmental authorities in the Territory. Company shall review and evaluate all
Product complaints forwarded by Distributor. If Distributor believes that an MDR
report needs to be filed, Company shall fully investigate the complaint and
shall provide all information necessary to Distributor for Distributor to file
the MDR report. With respect to adverse events and the like occurring with the
Product outside the


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Territory, Company shall provide to Distributor all information relating to such
complaints that may be or are subject to the FDA's reporting MDR requirements.
Distributor shall evaluate this information and shall determine whether an MDR
should be submitted. Company shall evaluate such events in relation to the
standard operating procedures of Distributor's that will be adopted by
Distributor and agreed upon by the parties. Company shall designate Distributor
as agent to the FDA for these reporting purposes.

         4.4 Within 15 days of the Effective Date of this Agreement, Company
shall provide Distributor with copies of all documents relating to or
constituting Company's 510(k) filing with the FDA.

         4.5 Company agrees that it will not modify the Present Product or any
other Product whose specifications have been agreed upon by the Parties without
prior notification to and approval by Distributor (which approval shall not be
unreasonably withheld) so that Distributor can ascertain whether Distributor
will need to file any additional Rule 510(k) filings.

         4.6 Company will register as the Product manufacturer with the FDA.
Distributor will list Product with FDA as approved for marketing.

         4.7 Each Party will maintain such records and procedures to ensure that
any batch of Products can be effectively and completely recalled from the market
in the event that such action is required.

         4.8 If, for any reason, it shall become necessary to trace back or
recall any particular lot of the Product, or to identify the customer or
customers to whom units from such lot will have been delivered, each party shall
co-operate fully with the other in doing so. In the event that either Party has
reason to believe that one or more lots of the Product should be recalled or
withdrawn from distribution in the Territory, such Party shall immediately
notify the other Party in writing. To the extent permitted by the circumstances,
the Parties will confer before initiating any recall, but the decision as to
whether or not to initiate a recall of the Product and to notify regulatory
authorities in the Territory shall be Distributor's alone. If the recall is
required because of a modification or withdrawal of an approval from a competent
regulatory authority or a failure of the Product to conform to its
Specifications, Company shall promptly reimburse Distributor for the reasonable
costs and expenses of such recall, and, at Distributor's option, Company shall
replace the recalled Product free of additional charge, or credit or refund the
Purchase Price of the recalled Product. If the recall is required because of a
negligent act or omission of Distributor in handling, storage or distribution of
the Product, then such recall shall be conducted by Distributor at its sole cost
and expense and Distributor shall not be entitled to any such credits,
replacements or refunds from Company. If such recall is required because of a
joint act or omission of the Parties, Distributor shall conduct the recall, the
Parties shall divide the cost of such a recall, and any replacement Product
required by Distributor shall be provided by the Company to the Distributor at
cost.

         4.9 Each Party shall furthermore notify the other immediately of any
information that it receives regarding any threatened or pending action by any
Regulatory Authority which may affect the safety or efficacy claims of the
Product within the Territory or the continued marketing of same. Upon receipt of
any such information, the Parties shall consult with each other in an effort to
arrive at a mutually acceptable procedure for taking appropriate action;
provided, however, that nothing contained herein shall be construed as
restricting either Party's right to


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make a timely report of such matter to any Regulatory Authority in the Territory
or to take any further action that either Party deems appropriate or is required
by applicable law or regulation.

         4.10 Distributor will provide a medical information service concerning
the Products to the health professionals and patients in the Territory.


ARTICLE 5. PAYMENTS

         5.1 For quantities of Product beyond that set forth in Section 3.1,
Company shall initially sell Present Product to Distributor at the price of
[ * ] Ex Works Lecco, Italy. The price shall be revised [ * ] For the avoidance
of doubt, there shall be no downward revision of the price due to changes in the
above-mentioned index. If during any such two-Year period (or shorter initial
period), the documented actual Product manufacturing cost [ * ] (hereinafter
"extraordinary increase"), the then-current price will be adjusted accordingly,
provided Product is being manufactured in accordance with best manufacturing
practices (e.g., ISO standards). In the event of an extraordinary increase,
however, Company shall supply to Distributor (or its agents) details of the
manufacturing costs and methods to reasonably justify such an extraordinary
increase. Distributor shall be entitled to audit such details on reasonable
notice to Company. In the event of an extraordinary increase, the next increase
at the end of the two Year period referred to above (or shorter initial period)
shall be the percentage increase in the [ * ] from the date of the extraordinary
increase to the end of the two Year period concerned (or shorter initial
period). Further increases in price shall be made in the two Year period
concerned (or shorter initial period) if supported as described above as a
further extraordinary increase. If during any such two-Year period (or shorter
initial period), the documented actual Product manufacturing cost decreases by
more than [ * ](hereinafter "extraordinary decrease"), the Company will also
make an extraordinary decrease in the price of the Present Product due to
decreases in manufacturing costs but any such extraordinary decrease shall not
take the price of the Present Product to less than [ * ]

         5.2 Payment terms for conforming Product sold by Company under Section
5.1 are[ * ] from the date of the invoice (which date shall not be earlier than
the time of Product delivery under Section 3.6).

         5.3 The Distributor will pay Company $1,000,000 (one million dollars)
(U.S.) on the Effective Date of this Agreement, and a further $2,000,000 (two
million dollars) (U.S.) which latter payment will be credited against the amount
that would otherwise be due from Distributor to Company in respect of the
quantity of Product set forth in Section 3.1, based on the price set out in
Section 5.1.

         5.4. The Distributor will pay the Company $500,000 (five hundred
thousand U.S. dollars) upon issuance of a United States Patent in the name of
the Company or its Affiliates with claims covering the Products.


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         5.5. Upon Distributor achieving [ * ] cumulative Net Sales I of
Products, Distributor shall pay Company $1,000,000 (one million).

         5.6 Upon Distributor achieving [ * ] cumulative Net Sales I of
Products, Distributor shall pay Company $1,000,000 (one million).

         5.7 Upon the results of the first clinical trial concerning the
Products' efficacy appearing in a peer-reviewed journal, Distributor shall pay
Company $500,000 (five hundred thousand)

         5.8 All payments made by Distributor to Company shall be in U.S.
Dollars and shall be made by transfer to the following U.S. Dollar bank account
or such other bank account as Company may notify to Distributor from time to
time.

         [

                                        *

                                                                               ]

         5.9 The Products to be supplied by Company pursuant to this Agreement
shall be sold or otherwise supplied on an Ex Works basis (as defined in the
International Chamber of Commerce's Incoterms 2000 edition), and accordingly
Distributor shall, in addition to the price (where there is a price), be liable
for arranging and paying all costs of transport (including insurance for
transport). For the avoidance of doubt, the provisions of this Section 5.9 shall
apply to Products supplied in accordance with Sections 3.1, 6.5, 6.6 and 6.7 as
well as all other Products supplied under this Agreement.

         5.10 If Distributor fails to pay the price for any Products within
[ * ] of the date of the invoice therefor or fails to pay any other amount when
due under this Agreement, Company shall be entitled (without limiting any other
right or remedy it may have) to:

         (a)      cancel or suspend any further delivery to the Distributor
                  under any order until such time as the payment concerned is
                  made;

         (b)      sell or otherwise dispose of any Products which are the
                  subject of any orders by Distributor, whether or not
                  appropriated to the order;

         (c)      charge Distributor interest on the amount due, both before and
                  after any judgement, at the rate of 4 per cent per annum above
                  the Prime Rate prevailing in the United States from time to
                  time from the date the payment became due until actual payment
                  is made.

ARTICLE 6. PROMOTION/SALES OBLIGATIONS OF COMPANY

         6.1 The Company shall use its reasonable endeavors to cooperate with
and assist Distributor in its sales and marketing activities in the Territory.



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         6.2 The Company shall from time to time supply Distributor [ * ] with
specimens and artwork (including any electronic files of the same) of displays,
promotional and advertising material and literature previously published or
prepared by Company, provided that Company shall have no obligation to produce
such material for Distributor.

         6.3 The Company shall provide Distributor with technical assistance at
its request if required and against remuneration as agreed in each case.

         6.4 The Company shall assist Distributor if required in training
personnel concerned with the marketing of the Products, if Distributor requests
such assistance, subject to a maximum obligation on Company to provide the
assistance of one person for seven working days under this Agreement.

         6.5 The Company shall provide [ * ] reasonable quantities of Products
for the execution of formal clinical trials by or on behalf of Distributor,
protocols for which have been approved by Company which approval shall not
unreasonably be withheld.

         6.6 Company shall provide Product samples to Distributor [ * ] as
follows:

         (a)      [ * ] packets of Product delivered within 90 days of receiving
                  from Distributor all necessary camera ready art work and
                  product insert; and

         (b)      samples equal to [ * ] of all firm commercial Product orders
                  for the [ * ] of this Agreement;

         (c)      samples equal to [ * ] of firm commercial Product orders for
                  [ * ] of this Agreement;

         (d)      All samples under Sections 6.6(a) - (c) shall be made in
                  accordance with the Specifications and provided in boxes of
                  seven 15 ml packets of Product labeled as "sample use only."
                  [ * ].

         6.7 To the extent that Distributor desires additional samples beyond
the amounts set forth in the preceding Section, Company will provide them at
[ * ], provided that Distributor shall not be entitled to purchase as additional
samples more than [ * ] (determined on a per-packet basis) in any given Year.

         6.8 If Company or its licensed distributor intends to carry out a
controlled and randomized clinical trial of the Products, Company shall provide
Distributor a copy of the protocol at least 30 days prior to submission to any
institutional review board or regulatory authority (or initiation of the trial
if the protocol is not so submitted) to provide Distributor an opportunity to
comment on the same. Company shall have no obligation to accept such comments of
Distributor. Company shall provide to Distributor a copy of any data produced as
a result of such clinical trials, provided Company has the right to do so.

         6.9 Company agrees that it and its Affiliates and agents will not
conduct or actively permit other distributors outside the Territory to conduct
any clinical trial of the Product (or a Competing Product) in the Territory.


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         6.10 Company agrees that if Distributor's purchases of Product from
Company exceed [ * ] per year, Company shall as soon as practicable thereafter
begin manufacturing Distributor's requirements of Product within the Territory
at a location and facility that provides equal or better quality and equal or
lower cost to Distributor (including duties) than currently provided under this
Agreement.

ARTICLE 7. OBLIGATIONS OF DISTRIBUTOR

         7.1 Distributor shall use commercially reasonable efforts to launch the
Product in the United States within 90 days of receipt of at least 50% of the
quantity of conforming Product set forth in Section 3.1 above and 50% of the
conforming samples set forth in Section 6.6(a) above, in Distributor's
distribution center in the United States, provided that (1) Company has also
supplied to Distributor all regulatory materials specified under Article 4 of
Agreement; and (2) the U.S. government authorities have not otherwise precluded
Product from being marketed and/or sold in the United States. In the event of
any delay due to regulatory authorities or due to Force Majeure, Distributor
shall immediately notify Company and the above-mentioned period for launch of
the Products shall be extended for as long as any such delay continues. If
Distributor has still not launched the Products within 30 days of the end of the
90 day period as referred to above or, if there have been delays as referred to
in this Section 7.1, within 90 days of the end of the extended period as
referred to in the previous sentence, Company may forthwith terminate this
Agreement upon notice in writing to Distributor.

         7.2 Distributor shall use all reasonable efforts to sell and distribute
the Products in the Territory. With respect to countries in the Territory
outside the United States (hereinafter "the non-U.S. Territory"), Distributor
shall use all reasonable efforts to maximise its sales of the Products in such
countries unless to do so would not be materially profitable to Distributor. In
the event that Distributor decides to sell or distribute in the non-U.S.
Territory (or any portion thereof), Company shall make all necessary regulatory
filings required for Product approval at Company's expense in the part of the
non-U.S. Territory concerned.

         7.3 During the term of this Agreement, Distributor will spend at least
U.S. $1,300,000 (one million three hundred thousand) annually on direct sales
force expenses relating to Product. Distributor shall also spend at least the
following amounts annually on marketing the
Product:

         Year 1 - Year  5: US $750,000

         Year 6 - Year  7: US $500,000

         Year 8 - Year 10: US $250,000

With the sales force efforts outlined in this Section 7.3, Distributor shall be
permitted to sell, promote, market and distribute other products in addition to
Product with the same sales force efforts.



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     7.4  Distributor furthermore agrees:


     (a)  that as compliance with Section 7.3 above, to ensure that the
          Territory is covered by adequate and reasonable sales activities
          including sampling, promotion, distribution of technical and sales
          matter, demonstrations and other measures for promoting the sale of
          Products and to use commercially reasonable endeavors to achieve
          Forecast sales and to bear all expenses above arising in connection
          with its activities hereunder.

     (b)  to ensure that the Products are sold with the name of the
          manufacturer, Sinclair Pharmaceuticals Limited, on the Product's label
          and literature.

     (c)  not to disclose either during the term of this Agreement or thereafter
          to any third party any prices or technical or other information of a
          confidential nature received or obtained from the Company except
          insofar as may be required for the purpose of selling the Products and
          complying with any legal or regulatory requirements, and on
          termination of this Agreement to return all price lists and documents
          containing such information.

     (d)  to procure at Distributor's own expense the execution of clinical
          trials to support marketing of Products if Distributor feels further
          trials are necessary for successful commercialization of the Products.
          For any such randomized and controlled clinical trials, Distributor
          shall provide Company a copy of the protocol at least 30 days prior to
          submission to any institutional review board or regulatory authority
          (or initiation of the trial if the protocol is not so submitted) to
          provide Company an opportunity to comment on the same. Distributor
          shall have no obligation to accept such comments of Company.
          Distributor shall provide to Company a copy of any data produced as a
          result of such clinical trials.

     7.5  All scientific and clinical data related to Products generated by
Distributor or its agents shall be disclosed to the Company. Distributor shall
promptly deliver to the Company copies of any new scientific or clinical data
related to the Products, as soon as it comes into its possession. Company shall
be entitled (free of charge) to use such scientific and clinical data for any
purpose.


ARTICLE 8. PRODUCTS LIABILITY AND INSURANCE

     8.1  Each Party shall defend, indemnify and hold harmless the other Party
and the other's Affiliates, officers, directors, employees and agents, from and
against all claims, liabilities, demands, damages, expenses and losses
(including reasonable attorneys' fees and expenses) arising out of or connected
with:

     (a)  any breach by the Party of any of its representations, warranties or
          covenants under this Agreement; or

     (b)  any materially wrongful acts or wrongful omissions contrary to law on
          the part of the Party or its authorized agents or employees.



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     8.2  As to the Company's manufacture and Distributor's storage, handling,
promotion and sale of Products under this Agreement, each Party agrees to
maintain product liability insurance to cover its risks related to the Products
and, upon the other Party's request, to provide the other Party with
certificates of insurance attesting to the existence of such insurance. During
the Term of this agreement and for a period of five (5) years thereafter, to
satisfy the obligations in Sections 8.1 above, each Party shall obtain and
maintain insurance coverage from a reputable arm's length insurer in an amount
of not less than approximately $1.5 million per incident. Each Party shall add
the other Party as an additional insured under its respective insurance policy.
Each Party agrees, upon request, to advise the other of the status of the
required insurance and of any change in such status. It is understood and agreed
that furnishing of such insurance coverage will not relieve the Parties of their
respective obligations under this Agreement.


ARTICLE 9. TRADEMARKS

     9.1  Company grants Distributor the exclusive right and license to use the
trademarks GELCLAIR and SINCLAIR (hereinafter "Trademarks") in connection with
the marketing, sale, manufacture (if Distributor manufactures Product under the
provisions of Section 3.9 above) and distribution of the Products within the
Territory, subject to the terms of this Section 9.1. Company further authorizes
Distributor to grant sublicenses of the rights granted under this Section 9.1 to
Affiliates on identical terms to those set out in this Section 9.1 and
Distributor shall immediately inform Company of the identity of such Affiliates.
Distributor shall be entitled to use the Trademarks in ways which are consistent
with any regulatory approvals which Company may have for the Products in the
Territory. Distributor shall not use the Trademarks in any way which would
undermine or have a negative effect upon the reputation of the Company or the
strength or validity of Company's rights in the Trademarks. Distributor's
licence under this Section 9.1 is conditional on advertising using the
Trademarks complying with all applicable laws in the Territory. Distributor
shall discontinue all use of the Trademarks upon Company's request or upon
termination of this Agreement.

     9.2  Distributor shall use the Trademarks on or in connection only with
those Products that conform to the Specifications.

     9.3  To verify compliance with Article 9 hereof, Distributor will submit to
Company samples of promotional materials and any packaging therefor that
Distributor has prepared, and other items bearing the Trademarks that
Distributor may have prepared, and Company, or its delegate, will inspect such
material and inform Distributor of any objections thereto within 15 days. If
Company registers no objection after the 15 day period, Company is deemed to
have accepted such items as compliant. The Trademarks shall be the exclusive
property of the Company, and Distributor shall not seek to register or have
registered the Trademarks in the Territory.

     9.4  Company agrees that it will file applications for registration of the
marks GELCLAIR and SINCLAIR in all the countries in the Territory (if not
already filed). Company will:

     (a)  Provide Distributor with copies of all such filings and correspondence
          with the pertinent trademark registration authorities, and provide
          Distributor the opportunity to comment on the same prior to filing,
          provided that this obligation



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          will be satisfied by Company issuing a standing instruction to its
          trademark attorneys to copy all relevant correspondence to Distributor
          and if Distributor has not objected to any proposed action within 15
          days, Distributor will be taken to have accepted the proposed action;

     (b)  bear the expense and responsibility of such trademark registration
          filings, prosecution and maintenance, including filing any statements
          of use; and

     (c)  not allow such trademark registrations to become abandoned without
          Distributor's permission (which is not to be unreasonably withheld).

     Distributor shall reasonably cooperate with Company in supplying Company
with any appropriate information and specimens to support the trademark
registrations filed for or obtained in accordance with the terms of this
Agreement.

     9.5  Company agrees that if the "Gelclair" Trademark is unavailable for use
in the Territory or any portion thereof, the Parties shall agree upon an
alternative trademark to be used on the Products and such trademark shall be
owned by Company. The alternative trademark shall be deemed to fall within the
definition of `Trademarks' given in Section 9.1 and the provisions of Sections
9.1 to 9.8 shall apply to the alternative trademark.

     9.6  During the term of this Agreement, if either Party becomes aware of a
possible third party infringement of a Trademark in the Territory (or any
portion thereof) within the license grant in section 9.1, that Party shall
immediately notify the other of the possible infringement so that the other
Party can investigate the matter. Distributor shall, at its sole option, have
the right to enforce such trademark rights against such a third-party infringer
in such parts of the Territory as it sees fit using counsel of its own selection
and at its own expense. Distributor shall also have the option of joining
Company as a party to such an enforcement action, and Company will provide
reasonable cooperation in such joinder and in any such enforcement action. If
Company is made a party to such action, Distributor shall compensate Company for
any reasonable costs, expenses or fees which Company incurs as a result of such
action. In any such enforcement action initiated by Distributor, Distributor
shall have the option to settle such an action on such terms as it deems
reasonable. Any damages awarded as a result of any such infringement action, or
any monies recovered in such a settlement shall, in order, first be used to
compensate Distributor its costs of initiating and pursuing such an infringement
action and second to compensate Distributor and Company for their lost sales as
a result of such infringement in a proportion to reflect their respective loss
of sales recovered.

     9.7  Company warrants that it has no knowledge of any actual or potential
Trademark infringement claim by a third party in the Territory that would, if
successfully brought and prosecuted, impair the Company's ability to supply
Distributor Product consistent with the terms of this Agreement or impair the
Distributor's ability to distribute and sell Product in the Territory under the
licensed Trademarks. If, at any time during the term of this Agreement either
Party learns that any Product distributed or sold by Distributor under this
Agreement is subject to a possible third-party claim of trademark infringement
of any of the Trademarks, the Party learning of the claim shall promptly notify
the other Party in writing. Company shall indemnify and hold Distributor
harmless and accept all legal and financial responsibility for any liability,
damage, loss, cost or expense arising out of any such trademark infringement
claims in respect of the manufacture, use or sale of the Product bearing the
Trademark(s), provided that such



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liabilities are not related to any artwork or packaging that Distributor has
asked Company to produce. Distributor shall promptly notify Company of any
trademark infringement claims for Company to indemnify and at Company's cost,
permit attorneys mutually agreeable to the Parties to handle and control such
trademark infringement claims or suits. Distributor agrees to provide Company
with reasonable assistance in defending such infringement action or in
prosecuting any related action.

     9.8  The Distributor and its Affiliates shall at the request of the Company
execute such registered user or other agreements in respect of the use of the
Trademarks in the Territory as the Company may reasonably require. Each Party
will join with the other Party in registering the trademark licence granted
hereunder with the registrars of trademarks in the Territory as may be required
by the other Party. The Distributor and its Affiliates hereby agree that upon
any amendment or termination of this Agreement the Distributor and its
Affiliates will execute any documents that the Company may reasonably request
for the purpose of applying for variation or cancellation of the entries with
the registrars of the Distributor and its Affiliates as licensees of the
Trademarks.

     9.9  Distributor shall have the right to use the trademark "Cell Pathways"
on the Product, and Company shall cooperate with Distributor to ensure that that
mark (as well as any alternative mark under Section 9.5 above) appears on all
packaging of Product supplied by Company to Distributor under this Agreement.


ARTICLE 10. PATENTS

     10.1 Company grants Distributor an exclusive license to use and sell (and
to manufacture in the circumstances referred to in Section 3.9) Products under
any patents owned or licensed to the Company claiming Product or improvements or
modifications thereto, including such a license under any such patents that
claim priority from Italian Patent Application No. MI20000A001732 filed July 28,
2000 and/or PCT/EP/01/08303 filed July 18, 2001.

     10.2 Company agrees that as to any of its patent application filings in the
Territory within the scope of the preceding section:

     (a)  Company will file U.S, Canadian and Mexican patent applications
          claiming priority from Italian Patent Application No. MI20000A001732
          filed July 28, 2000 and/or PCT/EP/01/08303 filed July 18, 2001.

     (b)  Company will provide Distributor with copies of all such filings and
          correspondence to or from the pertinent patent granting authorities,
          and provide Distributor a reasonable opportunity to comment on
          correspondence to the patent authorities prior to filing, provided
          that this obligation will be satisfied by Company issuing a standing
          instruction to its patent attorneys to copy all relevant
          correspondence to Distributor and if Distributor has not objected to
          any proposed action within 15 days, Distributor will be taken to have
          accepted the proposed action;

     (c)  Company will employ counsel mutually agreed upon by the parties;



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     (d)  Such patent filings and prosecution will be at Company's expense;

     (e)  Company will pay all maintenance fees and taxes to maintain any issued
          patents in force in the Territory, and will not allow such issued
          patents to become abandoned without Distributor's permission (which is
          not to be unreasonably withheld).

     10.3 Company warrants that it or its Affiliates own and have title to
Italian Patent Application No. MI20000A001732 filed July 28, 2000 and
PCT/EP/01/08303 filed July 18, 2001, and have the right to file corresponding
applications in the Territory consistent with this Agreement. Company also
warrants that it or its Affiliates own and have title to Know-how regarding the
Product, including its formulation, manufacturing, Specifications and the like.

     10.4 During the term of this Agreement, if either Party becomes aware of a
possible third-party infringement of a patent right within the license grant in
section 10.1, that Party shall immediately notify the other of the possible
infringement so that the other Party can investigate the matter. Distributor
shall, at its sole option, have the right to enforce such patent rights against
such a third-party infringer in such parts of the Territory as it sees fit using
counsel of its own selection and at its own expense. Distributor shall also have
the option of joining Company as a party to such an enforcement action, and
Company will provide reasonable cooperation in such joinder and in any such
enforcement action. If Company is made a party to such action, Distributor shall
compensate Company for any reasonable costs, expenses or fees which Company
incurs as a result of such action. In any such enforcement action initiated by
Distributor, Distributor shall have the option to settle such an action on such
terms as it deems reasonable. Any damages awarded as a result of any such
infringement action, or any monies recovered in such a settlement shall, in
order, first be used to compensate Distributor its costs of initiating and
pursuing such an infringement action and second to compensate Distributor and
Company for their lost sales as a result of such infringement in a proportion to
reflect their respective loss of sales recovered.

     10.5. Company warrants that it has no knowledge of any actual or potential
patent infringement claim that would, if successfully brought and prosecuted,
impair the Company's ability to supply Distributor Product consistent with the
terms of this Agreement or impair the Distributor's ability to distribute and
sell Product in the Territory. If, at any time during the term of this Agreement
either Party learns that any Product manufactured by or on behalf of Company or
distributed or sold by Distributor under this Agreement is subject to a possible
third-party claim of patent infringement within the Territory, the Party
learning of the claim shall promptly notify the other Party in writing.

     Company shall indemnify and hold Distributor harmless and accept all legal
and financial responsibility for any liability, damage, loss, cost or expense
arising out of any such patent infringement claims as referred to in this
Section 10.5 in respect of the use or sale of the Product by Distributor
hereunder. Distributor shall promptly notify Company of any claims for Company
to indemnify and at Company's cost, permit attorneys mutually agreeable to the
parties to handle and control such patent infringement claims or suits.
Distributor agrees to provide Company with reasonable assistance in defending
such infringement action or in prosecuting any related action.



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ARTICLE 11. DURATION AND TERMINATION

     11.1 This Agreement shall become effective upon the receipt by Company of
the sum of $1,000,000 referred to in Section 5.3 and, subject to the provisions
of this Article 11, shall remain in effect for a period of ten (10) years and be
automatically renewed thereafter for successive one (1) year periods, unless
notice of the election not to renew shall have been given in writing by either
Party to the other not less than 180 days before the beginning of any such
renewal period, provided however that the Parties hereto also agree that during
the second 6 months of the eighth year of this Agreement they shall meet to
determine whether at the end of the ten (10) years term of this Agreement the
Agreement shall automatically be extended for a further five (5) year period
after the first 10 year term has expired.

     11.2 Without prejudice to any other rights or remedies it may have, Company
may terminate this Agreement at the time and in the circumstances described in
Section 7.1. In the event of such termination by the Company, Company may assign
the Territory to another distributor immediately and payments made by
Distributor under Section 5.3 above shall not be refundable to Distributor and
any amounts owing from Distributor to Company under Section 5.3 at the time that
Company notifies Distributor of termination shall forthwith be paid by
Distributor to Company.

     11.3 Without prejudice to any other rights or remedies it may have (but
subject to Section 12 hereof), either Party may terminate this Agreement by
prior notice in writing to the other Party ("the Other Party"):

     (a)  if the Other Party is in material breach of a material provision this
          Agreement (including, without limitation, any default by Distributor
          in the payment when due of any sum owed by Distributor to Company)
          and, in the case of a breach capable of a remedy, the breach is not
          remedied within 90 days of the Other Party receiving written notice
          specifying the breach and requiring its remedy; or

     (b)  in the event that the Other Party shall become bankrupt or insolvent,
          or if any reviewer or trustees shall be appointed for such Party or
          for all or substantially all of the property of such Other Party and
          such appointment shall not have been discharged within 30 days or such
          Other Party shall make an assignment for the benefit of its creditors,
          then the other Party may terminate this Agreement by tendering written
          notice to that effect;

     11.4 Without prejudice to any other rights or remedies it may have, Company
may terminate this Agreement in the circumstances described in Section 3.5.

     11.5 Distributor may terminate this Agreement upon one year's written
notice to the Company.

     11.6 Upon termination of the Agreement for any reason, Distributor shall,
at Company's written request which must be made within [ * ] sell to Company at
Distributor's cost [ * ] any or all Products then in Distributor's inventory
which are in saleable condition and shall return to Company all price lists,
catalogues and other advertising literature furnished by Company to Distributor.
Should Company not request to buy Distributor's inventory under this Section,
Distributor shall be



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permitted to sell such inventory, or otherwise dispose of it in the Territory in
accordance with all applicable laws.

     11.7 Distributor shall have no claim and compensation from Company in case
of termination of this Agreement by Company under Sections 3.5, 7.1 or 11.3
above. In the event of termination by Company, Distributor shall have no claim
against Company for loss of distribution rights, loss of goodwill or any similar
loss.

     11.8 Termination of this Agreement shall not affect rights which have
accrued as of the date of termination or obligations to maintain
confidentiality, which shall continue in force.


ARTICLE 12. FORCE MAJEURE

     Neither Distributor nor Company shall have any liability hereunder if
either is prevented from performing any of its obligations hereunder by reason
of Force Majeure. Such affected Party shall give to the other Party prompt
notice of any such event of Force Majeure, the date of commencement thereof and
its probable duration and shall give a further notice in like manner upon the
termination thereof. Each Party hereto shall endeavor with due diligence to
resume compliance with its obligations hereunder at the earliest date and shall
do all that it reasonably can to overcome or mitigate the effects of any such
Force Majeure upon both Party's obligations under this Agreement. Should the
Force Majeure continue for more than six (6) months, then the other Party shall
have the right to cancel this Agreement and the Parties shall seek an equitable
agreement on the Parties' reward of interests. To the extent that an event of
Force Majeure occurs that inhibits Company's ability to supply Product for more
than 90 days, there shall be no cancellation of this Agreement by Company and
the provisions of Section 3.9 shall control.


ARTICLE 13. MISCELLANEOUS PROVISIONS

     13.1 The relationship between Company and Distributor hereunder is solely
that of seller and purchaser. Distributor is not an agent of the Company for any
purpose hereof. Distributor shall have no power or authority to bind Company in
any manner and shall not hold itself out as the agent of the Company for any
purpose.

     13.2 To the extent that the Products are modified consistent with the terms
of this Agreement (i.e., by mutual agreement of the Parties) the term "Products"
as used herein shall be deemed to include the Products as so amended.

     13.3 In the event of a conflict between the terms of this Agreement and
Company's General Terms and Conditions of Sales, this Agreement shall govern.

     13.4 The headings of this Agreement have been provided for convenience only
and shall have no legal effect in connection with any interpretation of any of
the provisions of this Agreement. If one or more provisions of this Agreement
will be or should become invalid, this shall not affect the validity of the
remaining provisions and the Parties shall replace the invalid provision by a
valid and operable arrangement which achieves to the greatest extent possible
the economic results intended by the invalid provision.



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     13.5 Condition Precedent - This Agreement shall be of no force and effect
until Company has received the sum of $1,000,000 referred to in Section 5.3.

     13.6 In construing this Agreement:-

     --   words importing a person shall include a firm or corporation;

     --   words importing the singular shall include the plural and vice versa.

     13.7 Any notice required to be given by either Party in this Agreement
shall be duly given when mailed by registered mail, postage prepaid, or by
Federal Express to the other party at its address set forth above or at such
other address as shall have been designated by such other Party by written
notice.

     13.8 This Agreement cancels and supersedes all previous agreements relating
to any matter covered by this Agreement, except for the confidentiality
agreement between the Parties dated 18th October 2001.

     13.9 Any dispute in connection with this Agreement shall be finally settled
by arbitration in London by a single arbitrator in accordance with the rules of
arbitration of the International Chamber of Commerce.


ARTICLE 14. GOVERNING LAW

This Agreement shall in all aspects be construed and operated as an English
contract and in accordance with English law.


IN WITNESS WHEREOF, the Parties have executed this Agreement in duplicate.


SINCLAIR PHARMACEUTICALS LTD.             CELL PATHWAYS INCORPORATED
Signed by: Michael J. Flynn               Signed by:  Robert J. Towarnicki

Signature:                                Signature:
           ---------------------------               ---------------------------
Position: President & CEO                 Position: President & C.E.O.
Date: January ___, 2002                   Date: January ___, 2002



SINCLAIR PHARMA SRL
Signed by: Michael J. Flynn


Signature:
           ---------------------------
Position: President
Date: January ___, 2002



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                                   APPENDIX A

                                 SPECIFICATIONS





















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Confidential                                                     [SINCLAIR LOGO]
PAGE 1 OF 4

                              PRODUCT SPECIFICATION

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

PRODUCT: GELCLAIR(R)

[










                                       *










]



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Confidential
PAGE 2 OF 4

[











                                       *











]



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Confidential



BIOKOSMES S.R.L.
============================
 MATERIAL SAFETY DATA SHEET
============================

--------------------------------------------------------------------------------
  1. IDENTIFICATION
--------------------------------------------------------------------------------
CHEMICAL NAME: NOT APPLICABLE

CHEMICAL FORMULA: AS PER INGREDIENT LIST MENTIONED ON THE PACKAGING

CAS NO.:
         --------------------------------
DOT LABEL(S)
             ----------------------------

--------------------------------------------------------------------------------
 2. PHYSICAL DATA
--------------------------------------------------------------------------------
APPEARANCE AND ODOR DESCRIPTION:  gelified, straw-coloured solution and
characteristic odour.

SPECIFIC GRAVITY @ 25/25 C: 1,040 +/- 0,05

VAPOR PRESSURE: not measurable

FLASH POINT: not measurable

SOLUBILITY IN WATER: good solubility

BOILING POINT: 99(degree)C

PH @25 C: 6,0 +/- 0,5

--------------------------------------------------------------------------------
 3. HAZARDOUS INGREDIENTS
--------------------------------------------------------------------------------
NO HAZARDOUS OR TOXIC INGREDIENTS.

--------------------------------------------------------------------------------
 4. PHYSICAL HAZARDOUS
--------------------------------------------------------------------------------
FIRE PROTECTION INFORMATION: not inflammable

REACTIVITY DATA:

STABILITY: stable from +5(degree)C to +40(degree)C

INCOMPATIBILITY:
                 --------------------------



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Confidential


HAZARDOUS COMPOSITION OR DECOMPOSITION:
                                        -----------------
HAZARDOUS POLYMERIZATION: will not occur



PAGE 4 OF 4

BIOKOSMES S.R.L.
============================
 MATERIAL SAFETY DATA SHEET
============================

--------------------------------------------------------------------------------
 5. HEALTH HAZARDOUS
--------------------------------------------------------------------------------
THRESHOLD LIMIT VALUE: none known

OSHA PERMISSIBLE EXPOSURE LIMIT: none

PRIMARY ROUTES OF ENTRY: normally only a nuisance problem

EFFECT OF OVEREXPOSURE: none known

--------------------------------------------------------------------------------
 6. EMERGENCY & FIRST AID PROCEDURES
--------------------------------------------------------------------------------
EYES: wash with water

SKIN: wash with water

INGESTION: emetic normally not recommended, if problems consult physician

INHALATION: send away person from polluted zone, keeping in warm and well-aired
room. Consult physician

--------------------------------------------------------------------------------
 7. SAFE HANDLING
--------------------------------------------------------------------------------
SPILL OR LEAK PROCEDURES

Normally dry store. Away from high heat



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   CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION

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Confidential


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APPENDIX A                                                           PAGE 5 OF 5
[*]CONFIDENTIAL TREATMENT REQUESTED
   CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION