<PAGE>1
                        CISTRON BIOTECHNOLOGY, INC.
                          10 Bloomfield Avenue
                       Pine Brook, New Jersey 07058
                              (973) 575-1700
                                                                        

May 5, 1999   


Mr. Bruce C. Galton
8 Holden Lane
Madison, New Jersey 07940


                Re:  Separation from Employment
                     --------------------------

Dear Bruce:

        This letter ("Agreement") sets forth the agreement reached concerning
your decision to terminate your employment with Cistron Biotechnology, Inc.
(the "Company").

        1. Your resignation as a Director and Chairman of the Company is
hereby accepted effective April 30, 1999.

        2. We hereby agree that the Employment Agreement dated April 30, 1994
(the "Employment Agreement") between you and the Company, is hereby terminated
except that Paragraphs 5, 6, 7, 8, 9.7 and 10 of the Employment Agreement
shall continue in full force and effect in accordance with their respective
terms, except to the extent Paragraph 9.7 is modified by this Agreement.

        3. Paragraph 9.7 (i)(a) of the Employment Agreement is hereby amended
to change the word "six" to "nine" and to provide that the payments thereunder
shall commence June 15, 1999 and shall be payable in nine (9) consecutive
equal monthly installments less applicable deductions (including, but not 
limited to, social security payments, income tax withholding, and any other
deduction required by law).  In addition, upon the first to occur of a sale or
merger of the Company or its liquidation or dissolution, the Company shall
pay you a lump sum payment (again less applicable deductions) in an amount
equal to the balance of the installments payable under Paragraph 9.7(i)(a) 
as hereby amended.  Paragraph 9.7(ii) is hereby

<PAGE>2                                  

amended as provided in Paragraph 4 of this Agreement.  Paragraph 9.7(iii) is
deleted in its entirety.

        4. On the eighth (8th) day after the date of this Agreement, the
Company shall lend you, on a non-recourse basis secured by the shares of stock
purchased, such amount as may be required to exercise any stock options then
exercisable by you to purchase shares of the Company's common stock, which
loan may be utilized by you for no other purpose than exercise of such stock
options and shall be payable on the earliest of three (3) years following the
loan, receipt of the proceeds of sale of shares securing the loan, upon the
merger or sale of the Company or the liquidation or dissolution of the
Company. You agree to provide the Company with a notice of exercise of such
options no later than the fifteenth (15th) day after the date of this letter.
The Company agrees to use its best efforts to cause certificates evidencing
the shares to be issued upon exercise of options to be issued to you as soon
as practicable after its receipt of your notice of exercise of the options.
You understand and acknowledge that the certificates so issued shall bear a
legend that they are subject to the foregoing provisions relating to the
repayment of the loan.  The Company agrees that you shall be entitled to any
and all cash dividends, stock dividends, stock splits or stockholder
distributions declared on or after April 30, 1999 on a per share basis of all
shares owned by you including those to be issued as a result of the exercise
of all options owned by you.

        5. Commencing on May 1, 1999 and ending May 31, 1999, the Company
shall employ you as its Chief Executive Officer and Chief Financial Officer
and as such shall be responsible for the overall operations of the Company
as well as the management of the financial and administrative affairs of the
Company including such as may be assigned to you from time to time by the
Board of Directors of the Company (the "Board").  You shall report directly
to the Board.  Your compensation for the month of May 1999 shall be
SEVENTEEN THOUSAND FIVE HUNDRED ($17,500.00) DOLLARS, less applicable
deductions (including, but not limited to, social security payments,
income tax withholding, and any other deduction required by law).  During
this period, you shall be entitled to participate on the same basis and at
the same level as other employees, in any group insurance, hospitalization,
medical health and accident, disability, similar plans or programs of the
Company now existing or hereinafter established to the extent that you are
eligible under the general provisions thereof.  The Company may terminate
your employment at any time prior to May 31, 1999 for any reason or no
reason; provided, however, you shall be entitled to the balance of the 
payments described in this paragraph notwithstanding such termination
unless the termination is for "cause."  "Cause" shall be limited to any
illegal conduct, act of fraud, theft or knowing violation of any material
regulation or law, committed by you in connection with your employment with
the Company.  If your employment is terminated for "Cause," you shall be
entitled only to compensation through the effective date of termination.

<PAGE>3

        6. On or before June 7, 1999, you shall execute a release in
substantially the form annexed hereto as Exhibit A (the "Bring-Down Release"),
releasing the Company from any claims you may against it relating to your
employment as provided in paragraph 5.

        7. In consideration for signing this Agreement and in exchange for
the promises, covenants and waivers set forth herein, provided you have not
revoked this Agreement as set forth below and subject to your compliance with
its terms including but not limited to execution and delivery of the Bring-
Down Release by June 7, 1999 and your not revoking the Bring Down Release as
provided therein, and provided that your employment has not been terminated
for Cause as set forth in Paragraph 5 above, the Company shall pay you a
total of FIFTY TWO THOUSAND FIVE HUNDRED ($52,500.00) DOLLARS in three equal
consecutive monthly installments, less applicable deductions (including, but
not limited to, social security payments, income tax withholding, and any
other deduction required by law), commencing June 15, 1999. Upon the first to
occur of a sale or merger of the Company or its liquidation or dissolution,
the Company shall pay you a lump sum payment in an amount equal to the balance
of the installments payable under this paragraph.

        8. In consideration of (A) the amendments to Paragraph 9.7 of the
Employment Agreement and the payments described in paragraph 7 of this
Agreement, and for other good and valuable consideration, you hereby release
and forever discharge, and by this instrument release and forever discharge,
the Company and its successors, assigns, representatives, agents, attorneys,
shareholders, officers, directors and employees, and (B) for the release and
agreements contained herein by you, the Company and its successors, assigns,
representatives, agents, attorneys, shareholders, officers, directors and
employees, hereby release and forever discharge, and by this instrument 
release and forever discharge, you, from all debts, obligations, promises,
covenants, agreements, contracts, endorsements, bonds, controversies, suits,
actions, causes of action, judgments, damages, expenses, claims or demands,
in law or in equity, which the releasing party or parties, as the case may
be, ever had, now has, or which may arise in the future, regarding any matter
arising on or before the date of execution of this Agreement, including but
not limited to all claims (whether known or unknown) regarding your employment
at or termination of employment from the Company, any contract (express or
implied), any claim for equitable relief or recovery of punitive, compensatory,
or other damages or monies, attorneys' fees, any tort, and all claims for
alleged discrimination based upon age, race, color, sex, sexual orientation,
marital status, religion, national origin, handicap, disability, or
retaliation, including any claim, asserted or unasserted, which could arise
under Title VII of the Civil Rights Act of 1964; the Equal Pay Act of 1963; 
the Age Discrimination in Employment Act of 1967; the Older Workers Benefit
Protection Act of 1990; the Americans With Disabilities Act of 1990; the
Civil Rights Act of 1866, 42 U.S.C., 1981; the Employee Retirement Income
Security Act of 1974; the Family and Medical Leave Act of 1993; the Civil
Rights Act of 1991; the Worker Adjustment and Retraining Notification Act of
1988; the New Jersey Conscientious Employee Protection Act; the New Jersey
Law Against Discrimination; and any other federal, state or local laws, rules
or regulations, whether equal employment opportunity laws, rules or

<PAGE>4

regulations or otherwise, or any right under any of the Company's pension,
welfare, or stock plans.  The foregoing release by you does not apply to any 
of your rights under this Agreement or the provisions of the Employment
Agreement which survive termination as provided in paragraph 2 of this
Agreement as modified hereby.  The foregoing release by the Company shall not
apply to any other liabilities, claims and demands which directly or
indirectly result from any illegal conduct, act of fraud, theft or knowing
violation of any material regulation or law, committed by you in connection
with your employment with the Company.  This Agreement may not be cited 
as, and does not constitute any admission by you of, any violation of any
such law or legal obligation with respect to any aspect of your employment or
termination therefrom.

        9. Each party represents and agrees that he or it has not filed any
lawsuits against the other party, or filed or caused to be filed any charges
or complaints against the other party with any municipal, state or federal
agency charged with the enforcement of any law.  Each party also agrees, to
the extent consistent with applicable law, not to initiate any legal action,
complaint, statement of claim or demand for arbitration against the other
party in any forum whatsoever, in connection with the claims released hereby.
In addition, to the extent any such action may be brought, each party
expressly waives any claim to any form of monetary or other damages, or any
other form of recovery or relief in connection with any such action, or in 
connection with any action brought by a third party.  If a party violates
this Agreement by filing or bringing any claims or actions contrary to this
paragraph, such breaching party will immediately forfeit all right to any and
all future payments or services, as the case may be, if any, under paragraph
7 of this Agreement.  The breaching party also agrees to pay all costs and 
expenses of the non-breaching party in defending against such claims or
actions brought by such breaching party, including reasonable attorneys' fees.

        10. The Company represents, warrants and acknowledges that it owes you
no wages, commissions, bonuses, sick pay, personal leave pay, severance pay,
vacation pay or other compensation or payments or form of remuneration of any
kind or nature, other than that specifically provided for in this Agreement
and paragraph 9.7 of the Employment Agreement as hereby amended.

        11. Each party agrees that it shall not disparage or criticize the
other party, or issue any communication, written or otherwise, that reflects
adversely on or encourages any adverse action against the other party, except
if testifying truthfully under oath pursuant to any lawful court order or
subpoena or otherwise responding to or providing disclosures required by law.

        12. You hereby confirm that you have delivered to the Company and
retained no copies of any written materials, records and documents made by you
or coming into your possession during the course of your employment with the
Company which contains or refers to any proprietary or confidential
information as those terms are used in paragraph 6 of the Employment
Agreement.  You further confirm that you have delivered to the Company any and
all property and equipment of the Company.

<PAGE>5

        13. Upon service on you or a representative of the Company of any
subpoena, order, directive or other legal process requiring you or the Company
to engage in conduct encompassed within Paragraphs 9 and 11 of this Agreement,
you or the Company, as the case may be, shall immediately notify the other
party of such service and of the content of any testimony or information to be
provided pursuant to such subpoena, order directive or other legal process and
within two (2) business days send to the other party, via overnight delivery,
a copy of said document served upon you or a representative of the Company.

        14. You agree that you will assist and cooperate with the Company in
connection with the defense or prosecution of any claim that may be made
against or by the Company, or in connection with any ongoing or future
investigation or dispute or claim of any kind involving the Company, including
any proceeding before any arbitral, administrative, judicial, legislative, or
other body or agency, including testifying in any proceeding to the extent
such claims, investigations or proceedings relate to services performed or
required to be performed by you, pertinent knowledge possessed by you, or any
act or omission by you.  You further agree to perform all acts and execute and
deliver any documents that may be reasonably necessary to carry out the 
provisions of this paragraph.  The Company agrees to pay you a per diem, as
reasonably requested by you, and to reimburse all expenses incurred pursuant
to this paragraph.

        15. This Agreement together with the Bring-Down Release constitutes
the entire agreement between the Company and you, and supersedes and cancels
all prior written and oral agreements, if any, between the Company and you,
except that Paragraphs 5, 6, 7, 8, 9.7 and 10 of the Employment Agreement
shall continue in full force and effect in accordance with their respective
terms except as modified by this Agreement, and any outstanding option
agreements between you and the Company shall remain in effect, subject to the
provisions of Paragraph 4 of this Agreement.  You and the Company acknowledge
that, in entering into this Agreement, you are not relying upon any oral or
written promise or statement made by anyone at any time.

        16. This Agreement is binding upon you and the Company and his or its
successors, assigns, heirs, executors, administrators and legal
representatives, as the case may be.

        17. If any of the provisions, terms or clauses of this Agreement are
declared illegal, unenforceable or ineffective in a legal forum, those
provisions, terms and clauses shall be deemed severable, such that all other
provisions, terms and clauses of this Agreement shall remain valid and binding
upon both parties.  However, the illegality or unenforceability of any such
provision shall have no effect upon, and shall not impair the enforceability
of the release language set forth in Paragraph 6 provided that, upon a finding
by a court of competent jurisdiction that the release language found in
Paragraph 6 is unenforceable, the parties shall rewrite Paragraph 6 to cure
the defect and you and a representative of the Company shall reexecute the
release and neither party shall be entitled to any additional monies, benefits
and/or compensation therefor.

<PAGE>6

        18. Without detracting in any respect from any other provision of this
Agreement:
            a. You, in consideration of the amendments to Paragraph 9.7 of the
Employment Agreement and the payments described in paragraph 7 of this
Agreement, and for other good and valuable consideration, agree and
acknowledge that this Agreement constitutes a knowing and voluntary waiver of
all rights or claims you have or may have against the Company and its
successors, assigns, representatives, agents, attorneys, shareholders,
officers, directors and employees as set forth herein, including, but not
limited to, all rights or claims arising under the Age Discrimination in
Employment Act of 1967, as amended ("ADEA"), including, but not limited to,
all claims of age discrimination in employment and all claims of retaliation
in violation of the ADEA; and you have no physical or mental impairment of
any kind that has interfered with your ability to read and understand the
meaning of this Agreement or its terms, and that you are not acting under the
influence of any medication or mind-altering chemical of any type in entering
into this Agreement.

            b. You understand that, by entering into this Agreement, you do
not waive rights or claims that may arise after the date of your execution of
this Agreement, including without limitation any rights or claims that you may
have to secure enforcement of the terms and conditions of this Agreement.

            c. You agree and acknowledge that the consideration provided to
you under this Agreement for the releases and waivers contained herein is in
addition to anything of value to which you are already entitled.

            d. The Company hereby advises you to consult with an attorney
prior to executing this Agreement.

            e. You acknowledge that you were informed that you had at least
twenty-one (21) days in which to review and consider this Agreement, and to
consult with an attorney regarding the terms and effect of this Agreement.

        19. The Company agrees that you may revoke this Agreement within
seven (7) days from the date you sign this Agreement, in which case this
Agreement shall be null and void and of no force or effect on either the
Company or you.  Any revocation must be in writing and received by the
Company by 5:00 p.m. on or before the seventh day after this Agreement is 
executed by you.  Such revocation must be sent to:

                        Cistron Biotechnology, Inc.
                           10 Bloomfield Avenue
                       Pine Brook, New Jersey 07058

<PAGE>7

        20. This Agreement may not be changed or altered, except by a writing
signed by the Company and you.  This Agreement is entered into in the State
of New Jersey, and the laws of the State of New Jersey will apply to any
dispute concerning it, excluding the conflict-of-law principles thereof.

        21. This Agreement may be executed in counterparts, each of which
shall be deemed an original, but all of which, when taken together, shall
constitute one and same instrument

        YOU EXPRESSLY ACKNOWLEDGE, REPRESENT, AND WARRANT THAT YOU HAVE READ
THIS AGREEMENT CAREFULLY; THAT YOU FULLY UNDERSTAND THE TERMS, CONDITIONS,
AND SIGNIFICANCE OF THIS AGREEMENT; THAT THE COMPANY HAS ADVISED YOU TO
CONSULT WITH AN ATTORNEY CONCERNING THIS AGREEMENT; THAT YOU HAVE HAD A FULL
OPPORTUNITY TO REVIEW THIS AGREEMENT WITH AN ATTORNEY; THAT YOU UNDERSTAND 
THAT THIS AGREEMENT HAS BINDING LEGAL EFFECT; AND THAT YOU HAVE EXECUTED THIS
AGREEMENT FREELY, KNOWINGLY AND VOLUNTARILY.

<PAGE>8

		PLEASE READ CAREFULLY.  THIS AGREEMENT HAS IMPORTANT 
LEGAL CONSEQUENCES.

Date: May 5, 1999
      -----------

                                        CISTRON BIOTECHNOLOGY, INC.



                                        By: /s/FRANK G. STOUT
                                        ---------------------
                                        Name: FRANK G. STOUT
                                        Title: DIRECTOR


                On this ____ day of May 1999, before me personally  came
_________________, to me known to be the individual described in the
foregoing instrument, who executed the foregoing instrument in my presence,
and who duly acknowledged to me that he/she executed the same.
					

                                        _______________________________
                                        Notary Public




                                        /s/BRUCE C. GALTON
                                        ------------------
                                           BRUCE C. GALTON


                On this ____ day of May 1999, before me personally  came
_________________, to me known to be the individual described in the
foregoing instrument, who executed the foregoing instrument in my presence,
and who duly acknowledged to me that he/she executed the same.

					
                                        _______________________________
                                        Notary Public


					
                                        _______________________________

You must sign and return this Agreement to the Company no later 
than 5:00 p.m. on the 21st day following receipt of this document 
or irrevocably lose the opportunity to receive the consideration 
detailed herein.  You received this Agreement on May 5, 1999.

                             EXHIBIT A
                             ---------

                      CISTRON BIOTECHNOLOGY, INC.
                        10 Bloomfield Avenue
                    Pine Brook , New Jersey 07058
                           (973) 575-1700


                            June__, 1999



Mr. Bruce C. Galton
8 Holden Lane
Madison, New Jersey 07940


        Re:     Release
                -------

Dear Bruce:

        This release ("Release") is being entered into pursuant to the terms
of Paragraph 3 of the termination agreement ("Agreement") dated May 5, 1999,
between you and Cistron Biotechnology, Inc., (the "Company").

        1.      In consideration of (A) the amendment to Paragraph 9.7 of the
Employment Agreement set forth in the Agreement and the payments described in
paragraph 7 of the Agreement, and for other good and valuable consideration,
you hereby release and forever discharge, and by this instrument release and
forever discharge, the Company and its successors, assigns, representatives,
agents, attorneys, shareholders, officers, directors and employees, and
(B) for the release and agreements contained herein by you, the Company and
its successors, assigns, representatives, agents, attorneys, shareholders,
officers, directors and employees, hereby release and forever discharge, and
by this instrument release and forever discharge, you, from all debts,
obligations, promises, covenants, agreements, contracts, endorsements, bonds,
controversies, suits, actions, causes of action, judgments, damages, expenses,
claims or demands, in law or in equity, which the releasing party or parties,
as the case may be, ever had, now has, or which may arise in the future,
regarding any matter arising on or before the date of execution of this
Release, including but not limited to all claims (whether known or unknown)
regarding your employment at or termination of employment from the Company,
any contract (express or implied), any claim for equitable relief or recovery
of punitive, compensatory, or other damages or monies, attorneys' fees, any 
tort, and all claims for alleged discrimination based upon age, race, color,
sex, sexual orientation, marital status, religion, national origin, handicap,


<PAGE>2
disability, or retaliation, including any claim, asserted or unasserted, which
could arise under Title VII of the Civil Rights Act of 1964; the Equal Pay Act
of 1963; the Age Discrimination in Employment Act of 1967; the Older Workers
Benefit Protection Act of 1990; the Americans With Disabilities Act of 1990;
the Civil Rights Act of 1866, 42 U.S.C., 1981; the Employee Retirement Income
Security Act of 1974; the Family and Medical Leave Act of 1993; the Civil
Rights Act of 1991; the Worker Adjustment and Retraining Notification Act of
1988; the New Jersey Conscientious Employee Protection Act; the New Jersey Law
Against Discrimination; and any other federal, state or local laws, rules or
regulations, whether equal employment opportunity laws, rules or regulations
or otherwise, or any right under any of the Company's pension, welfare, or
stock plans. The foregoing release by you does not apply to any of your rights
under the Agreement, the Bring-Down Release or the provisions of the
Employment Agreement which survive termination as provided in paragraph 2 of
the Agreement as modified hereby.  The foregoing release by the Company shall 
not apply to any other liabilities, claims and demands which directly or
indirectly result from any illegal conduct, act of fraud, theft or knowing
violation of any material regulation or law, committed by you in connection
with your employment with the Company.  This Release may not be cited as, and
does not constitute any admission by you or the Company of, any violation 
of any such law or legal obligation with respect to any aspect of your
employment or termination therefrom.

        2.      Each party represents and agrees that he or it has not filed
any lawsuits against the other party, or filed or caused to be filed any
charges or complaints against the other party with any municipal, state or
federal agency charged with the enforcement of any law.  Each party also
agrees, to the extent consistent with applicable law, not to initiate any
legal action, complaint, statement of claim or demand for arbitration against
the other party in any forum whatsoever, in connection with the claims
released hereby.  In addition, to the extent any  such action may be brought,
each party expressly waives any claim to any form of monetary or other
damages, or any other form of recovery or relief in connection with any such
action, or in connection with any action brought by a third party.  If a 
party violates this Release by filing or bringing any claims or actions
contrary to this paragraph, such breaching party will immediately forfeit
all right to any and all future payments or services, as the case may be,
if any, under this Release.  The breaching party also agrees to pay all costs
and expenses of the non-breaching party in defending against such claims or
actions brought by such breaching party, including reasonable attorneys' 
fees.

        3.      You acknowledge that the Company owes you no wages,
commissions, bonuses, sick pay, personal leave pay, severance pay, vacation
pay or other compensation or payments or form of remuneration of any kind or
nature, other than that specifically provided for in this Release.

        4.      You hereby confirm that you have delivered to the Company and
retained no copies of any written materials, records and documents made by you
or coming into your possession during the course of your employment with the
Company which contains or refers to

                                     -2-
<PAGE>3

any proprietary or confidential information as those terms are used in
paragraph 6 of the Employment Agreement.  You further confirm that you have
delivered to the Company any and all property and equipment of the Company.

        5.      This Release and the Agreement constitute the entire agreement
between the Company and you, and supersede and cancel all other prior written
and oral agreements, if any, between the Company and you, except that
Paragraphs 5, 6, 7, 8, 9.7 and 10 of the Employment Agreement shall continue
in full force and effect in accordance with their respective terms except as
modified by the Agreement, and any outstanding option agreements between you
and the Company shall remain in effect, subject to the provisions of
Paragraph 4 of the Agreement.  You and the Company acknowledge that, in
entering into this Release, you are not relying upon any oral or written
promise or statement made by anyone at any time.

        6.      This Release is binding upon you and the Company and his or
its successors, assigns, heirs, executors, administrators and legal
representatives, as the case may be.

        7.      If any of the provisions, terms or clauses of this Release
are declared illegal, unenforceable or ineffective in a legal forum, those
provisions, terms and clauses shall be deemed severable, such that all other
provisions, terms and clauses of this Release shall remain valid and binding
upon both parties.  However, the illegality or unenforceability of any such
provision shall have no effect upon, and shall not impair the enforceability
of the release language set forth in Paragraph 1 provided that, upon a
finding by a court of competent jurisdiction that the release language found
in Paragraph 1 is unenforceable, the parties shall rewrite Paragraph 1 to
cure the defect and you and a representative of the Company shall reexecute
the release and neither party shall be entitled to any additional monies,
benefits and/or compensation therefor.

        8.      Without detracting in any respect from any other provision
of this Release:

                a.      You, in consideration of the payments described in
Paragraphs 3 and 7 of the Agreement, and for other good and valuable
consideration, agree and acknowledge that this Release constitutes a knowing
and voluntary waiver of all rights or claims you have or may have against the
Company and its successors, assigns, representatives, agents, attorneys,
shareholders, officers, directors and employees as set forth herein,
including, but not limited to, all rights or claims arising under the Age
Discrimination in Employment Act of 1967, as amended ("ADEA"), including,
but not limited to, all claims of age discrimination in employment and all
claims of retaliation in violation of the ADEA; and you have no physical or
mental impairment of any kind that has interfered with your ability to read
and understand the meaning of this Release or its terms, and that you are not
acting under the influence of any medication or mind-altering chemical of any
type in entering into this Release.

                b.      You understand that, by entering into this Release,
you do not waive rights or claims that may arise after the date of your
execution of this Release, including

                                  -3-

<PAGE>4

without limitation any rights or claims that you may have to secure
enforcement of the terms and conditions of this Release.

                c.      You agree and acknowledge that the consideration
provided to you under the Agreement and this Release as it relates to your
releases and waivers is in addition to anything of value to which you are
already entitled.

                d.      The Company hereby advises you to consult with an
attorney prior to executing this Release.

                e.      You acknowledge that you were informed that you had
at least twenty-one (21) days in which to review and consider this Release,
and to consult with an attorney regarding the terms and effect of this
Release.

        9.      The Company agrees that you may revoke this Release within
seven (7) days from the date you sign this Release, in which case this
Release shall be null and void and of no force or effect on either the
Company or you.  Any revocation must be in writing and received by the
Company by 5:00 p.m. on or before the seventh day after this Release is 
executed by you.  Such revocation must be sent to:

                       Cistron Biotechnology, Inc.
                          10 Bloomfield Avenue
                      Pine Brook, New Jersey 07058


        10.     This Release may not be changed or altered, except by a
writing signed by the Company and you.  This Release is entered into in the
State of New Jersey, and the laws of the State of New Jersey will apply to
any dispute concerning it, excluding the conflict-of-law principles thereof.

        11.     This Release may be executed in counterparts, each of which
shall be deemed an original, but all of which, when taken together, shall
constitute one and same instrument

        YOU EXPRESSLY ACKNOWLEDGE, REPRESENT, AND WARRANT THAT YOU HAVE READ
THIS RELEASE CAREFULLY; THAT YOU FULLY UNDERSTAND THE TERMS, CONDITIONS, AND
SIGNIFICANCE OF THIS RELEASE; THAT THE COMPANY HAS ADVISED YOU TO CONSULT
WITH AN ATTORNEY CONCERNING THIS RELEASE; THAT YOU HAVE HAD A FULL OPPORTUNITY
TO REVIEW THIS RELEASE WITH AN ATTORNEY; THAT YOU UNDERSTAND THAT THIS RELEASE
HAS BINDING LEGAL EFFECT; AND THAT YOU HAVE EXECUTED THIS RELEASE FREELY,
KNOWINGLY AND VOLUNTARILY.

                                   -4-
<PAGE>5

		PLEASE READ CAREFULLY.  THIS RELEASE HAS IMPORTANT 
LEGAL CONSEQUENCES.

Date:___________

						CISTRON BIOTECHNOLOGY, INC.



                                                By: ________________________
                                                Name:
						Title:

                On this ____ day of ________ 1999, before me  personally came
_________________, to me known to be the individual described in the foregoing
instrument, who executed the foregoing instrument in my presence, and who duly
acknowledged to me that he/she executed the same.
					
                                                ____________________________
						Notary Public




                                                ____________________________
                                                Bruce C. Galton


                On this ____ day of ________ 1999, before me personally came
_________________, to me known to be the individual described in the foregoing
instrument, who executed the foregoing instrument in my presence, and who duly
acknowledged to me that he/she executed the same.
					

                                                ____________________________
                                                Notary Public



                                                ____________________________


You must sign and return this Release to the Company no later than 5:00 p.m.
on the 21st day following receipt of this document or irrevocably lose the
opportunity to receive the consideration detailed herein.  You received this
Release on May 5, 1999.


                                  -5-