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Void after 5:00 P.M.                   Common Stock Warrant
New York Time                          To Purchase 250,000 Shares
December 5, 2000                       Of Common Stock of Cistron
                                       Biotechnology, Inc.

                                                No. 1

                            CISTRON BIOTECHNOLOGY, INC.
                       1.1.  Common Stock Purchase Warrant
                              __________________

                This Warrant and the shares of Common Stock issuable upon 
        exercise of this Warrant have not been registered under the 
        Securities Act of 1933, as amended (the "Act"), and may not be 
        sold or otherwise disposed of except (a) to a person who, in the 
        opinion of counsel reasonably acceptable to the Company, is a 
        person to whom the securities may be legally transferred without 
        registration and without delivery of a current prospectus under 
        the Act or (b) to a person upon delivery of a prospectus or 
        offering circular then meeting the requirements of the Act 
        relating to such securities and the offering thereof for such 
        sale or disposition.
                              __________________

        This certifies that, FOR VALUE RECEIVED, KIRKLAND & ELLIS or registered
assigns (the "Holder"), is entitled to purchase, subject to the provisions of
this Warrant, from CISTRON BIOTECHNOLOGY, INC., a Delaware corporation (the
"Company"), 250,000 shares of the Company's common stock, $.01 par value (the
"Common Stock"), at a price of $.50 per share at any time prior to 5:00 P.M.,
New York Time, on December 5, 2000, at which time this Warrant shall expire
and become void.  The number of shares of Common Stock to be received upon
exercise of this Warrant and the price to be paid for each share of Common
Stock are subject to possible adjustment from time to time as hereinafter set
forth.  The shares of Common Stock or other securities or property deliverable
upon such exercise as adjusted from time to time are hereinafter sometimes
referred to as the "Warrant Shares" and the exercise price of a share of
Common Stock in effect at any time and as adjusted from time to time is
hereinafter sometimes referred to as the "Exercise Price."  Unless the context
otherwise requires, the term "Warrant" as used herein includes this Warrant
and any other warrant or warrants that may be issued pursuant to the provisions
of this Warrant, whether upon transfer, assignment, partial exercise,
divisions, combinations, exchange, or otherwise, and the term "Holder"
includes any transferee or transferees or assignee or assignees of the Holder
named above, all of whom shall be subject to the provisions of this Warrant,
and, when used with reference to Warrant Shares, means the holder or holders
of such Warrant Shares.
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Section 1.    Exercise of Warrant.
              --------------------

      1.1.    Method of Exercise. This Warrant may be exercised in whole or in
part, but for not less than 25,000 Warrant Shares or the balance then 
exercisable, at any time by the Holder prior to 5:00 P.M., New York Time, 
on December 5, 2000, by presentation and surrender hereof to the Company at 
its principal office with the Subscription Form annexed hereto, duly 
executed and accompanied by payment, by certified or official bank checks 
payable to the order of the Company, of the Exercise Price for the total 
number of Warrant Shares purchased.

      1.2.    Delivery of Shares.  Upon proper exercise of this 
Warrant, the Company promptly shall deliver certificates for the Warrant 
Shares to the Holder duly legended as authorized in the Subscription Form.

      1.3.    Partial Exercise.  If this Warrant is exercised in part 
only, the Company shall, upon presentation of this Warrant upon such 
exercise, execute and deliver (with the certificate for the Warrant Shares 
purchased) a new Warrant evidencing the rights of the Holder hereof to 
purchase the balance of the Warrant Shares purchasable hereunder upon the 
same terms and conditions as herein set forth.

      1.4.    Fractional Shares.  No fractional shares or scrip 
representing fractional shares shall be issued upon exercise of this 
Warrant but, in lieu thereof, the Company shall round up to the next full 
share.

Section 2.    Exercise Price and Adjustments.
              -------------------------------

      2.1.    Initial Exercise Price and Capital Adjustments.  The 
Exercise Price at which the Warrant Shares shall be purchasable shall be 
$.50 per share, subject to adjustment from time to time in the event of 
stock dividends, stock subdivisions, stock splits, or stock combinations, 
as follows:  In the event the Company shall at any time after the date 
hereof issue shares of its Common Stock as a stock dividend or shall 
subdivide or split or combine the outstanding shares of its Common Stock, 
the Exercise Price shall forthwith proportionately be decreased in the case 
of a stock dividend, subdivision, or stock split or proportionately be 
increased in the case of combination, to the nearest one cent to give 
effect to such change.  Concurrently, the number of Warrant Shares issuable 
upon exercise of this Warrant shall be increased or decreased in proportion 
to the increase or decrease in the number of shares of Common Stock 
outstanding resulting from such change.  Any such adjustment shall become 
effective at the close of business on the date that the subdivision or 
combination shall become effective, in the event of a subdivision or 
combination, or at the close of business on the record date fixed for the 
determination of stockholders entitled to receipt of the stock dividend, in 
the event of a stock dividend.

      2.2.    Reorganizations, Mergers, and Sale of Assets.  In the 
event of any reorganization or reclassification of the outstanding shares 
of Common Stock (other than a change in par value, or from par value to no 
par value, or from no par value to par value, or as a

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result of a subdivision or combination) or in the case of any consolidation
of the Company with, or merger of the Company into, another corporation after
which no securities of the Company will be publicly held, or in the case of 
any sale, lease, or conveyance of all, or substantially all, of the 
property, assets, business, and goodwill of the Company as an entity, the 
Holder shall thereafter have the right upon exercise to purchase the kind 
and amount of shares of stock and other securities and property receivable 
upon such reorganization, reclassification, consolidation, merger, or sale 
by a holder of the number of shares of Common Stock that the Holder would 
have received had he exercised this Warrant immediately prior to such 
reorganization, reclassification, consolidation, merger, or sale, at a 
price equal to the aggregate Exercise Price then in effect pertaining to 
this Warrant (the kind, amount, and price of such stock and other 
securities to be subject to adjustment as herein provided).

      2.3.    Liquidation and Dissolution.  In the event the Company 
shall, at any time prior to the expiration of this Warrant and prior to the 
exercise thereof, dissolve, liquidate, or wind up its affairs, the Holder 
shall be entitled, upon the exercise thereof, to receive, in lieu of the 
shares that he would have been entitled to receive, the same kind and 
amount of assets as would have been issued, distributed, or paid to him 
upon any such dissolution, liquidation, or winding up with respect to such 
shares had he been the holder of record of such shares on the record date 
for the determination of those entitled to receive any such liquidating 
distribution.  After any such dissolution, liquidation, or winding up that 
shall result in any cash distribution in excess of the Exercise Price 
provided for by this Warrant, the Holder may, at his option, exercise the 
same without making payment of the Exercise Price, and in such case, the 
Company shall upon the distribution to the Holder consider that the 
Exercise Price has been paid in full to it and, in making settlement to the 
Holder, shall deduct from the amount payable to the Holder an amount equal 
to such Exercise Price.

      2.4.    Amendments Not Required to Reflect Adjustments.  
Irrespective of any adjustments in the Exercise Price or the number or kind 
of shares purchasable upon exercise of this Warrant, this Warrant may 
continue to express the same price and number and kind of shares as 
originally issued and need not be amended to reflect each such adjustment.

Section 3.    Exchange, Assignment, or Loss of Warrant.
              -----------------------------------------

      3.1.    Exchange of Warrant.  This Warrant is exchangeable,
without expense, at the option of the Holder, upon presentation and 
surrender hereof to the Company for other Warrants of different 
denominations entitling the Holder thereof to purchase in the aggregate the 
same number of Warrant Shares purchasable hereunder on the same terms and 
conditions as herein set forth.

      3.2.    Assignment of Warrant.  Subject to compliance with
Section 4 hereof, this Warrant may be assigned by presentation and 
surrender to the Company at its principal office or at the office of its 
stock transfer agent, if any, with the Assignment Form annexed hereto duly 
executed accompanied by funds sufficient to pay any transfer tax.  Upon 
such presentation and surrender, the Company shall, without charge, execute 
and deliver a new Warrant in the name of the assignee named in the 
Assignment Form and shall promptly cancel this Warrant.

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      3.3.    Loss or Mutilation of Warrant.  Upon receipt by the
Company of evidence satisfactory to it of the loss, theft, destruction, or 
mutilation of this Warrant, and (in the case of loss, theft, or 
destruction) or reasonably satisfactory indemnification, and upon surrender 
and cancellation of this Warrant, if mutilated, the Company will execute 
and deliver a new Warrant of like tenor and date and any such lost, stolen, 
or destroyed Warrant shall thereupon become void.  Any such new Warrant 
executed and delivered shall constitute an additional contractual 
obligation on the part of the Company, whether or not this Warrant so lost, 
stolen, destroyed, or mutilated shall be at any time enforceable by anyone.

Section 4.    Compliance with Securities Act of 1933.
              ---------------------------------------

      4.1.    Disposition of Warrant and/or Warrant Shares.  This
Warrant and/or the Warrant Shares may not be sold or otherwise disposed of 
except as follows:

              (a)       To a person who, in the opinion of counsel reasonably
        satisfactory to the Company, is a person to whom this Warrant or the
        Warrant Shares may legally be transferred without registration and
        without the delivery of a current prospectus under the Act with respect
        thereto and then only against receipt of an agreement of such person
        to comply with the provisions of this Section 4 with respect to any
        resale or other disposition of such securities unless, in the opinion
        of counsel, such agreement is not required; or

              (b)       To any person upon delivery of a prospectus or offering
              circular then meeting the requirements of the Act relating to such
              securities and the offering thereof for such sale or disposition.

      4.2     Legending of Certificates.  Each certificate for Warrant Shares
or for any other security issued or issuable upon exercise of this Warrant 
shall contain a legend on the face thereof, in form and substance 
satisfactory to counsel to the Company, setting forth the restrictions on 
transfer thereof contained in this Section 4.

Section 5.    Company Covenants.
              ------------------
      5.1     Reservation and Issuance of Warrant Shares.  The Company hereby
undertakes until expiration of this Warrant to reserve for issuance and/or 
delivery upon exercise of this Warrant, such number of shares of its Common 
Stock as shall be required for issuance and/or delivery upon exercise 
hereon in full and agrees that all Warrant Shares so issued and/or 
delivered will be validly issued, fully paid, and non-assessable and 
further agrees to pay all taxes and charges that may be imposed upon such 
issuance and/or delivery.

      5.2     Officer's Certificate.  In the event the Exercise Price shall be
adjusted as required by Section 2 hereof, the Company shall mail to the 
Holder an officer's certificate setting forth the adjustments so required 
and including, in reasonable detail, the

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method of calculating the adjustments and the transaction requiring the
adjustment.

Section 6.    Miscellaneous.
              --------------

      6.1     Status of Holder.  The Holder shall not be entitled to vote or
receive dividends and shall not otherwise be deemed a shareholder of the 
Company.

      6.2     Notices.  All notices required hereunder shall be sent by first-
class mail, postage prepaid, and shall be addressed, if to the Holder, to 
the last known address furnished to the Company and if to the Company, to: 
Cistron Biotechnology, Inc., 10 Bloomfield Avenue, Pine Brook, New Jersey  
07058, Attn: Bruce Galton, President, unless another address is designated 
in writing by the Holder of the Company.

      6.3     Binding Effect.  This Warrant shall be binding upon the Company,
its successors, and/or assigns and upon the Holder.

      6.4     Governing Law.  The validity, interpretation and performance of
this Warrant shall be governed by the laws of the State of New York.

      IN WITNESS WHEREOF, this Warrant has been duly executed by the Company
under its corporate seal as of the 6th day of December, 1996.

                                        CISTRON BIOTECHNOLOGY, INC.  


                                        By:/s/BRUCE C. GALTON
                                           ------------------
                                        Name: BRUCE C. GALTON

ATTEST:

/s/SETH I. TRUWIT, ESQ.
-----------------------
Name: SETH I. TRUWIT, ESQ.

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FORM OF ASSIGNMENT

                  (To be signed only upon such assignment)

                FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto 
the right represented by the within Warrant to purchase, from CISTRON
BIOTECHNOLOGY, INC. (the "Company"), shares of the Common  Stock of the
Company, to which the within Warrant relates, and appoints

attorney to transfer said right, with full power of substitution 
in the premises.


Dated:

_____________________________
(Signature must conform in all
 respects to name of holder as
 specified on the face of the 
 Warrant)

ATTEST:
_____________________________
Name

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FORM OF SUBSCRIPTION

               (To be signed only upon exercise of Warrant)

To:	CISTRON BIOTECHNOLOGY, INC.

        The undersigned, the holder of the within Warrant, hereby irrevocably
elects to exercise the purchase rights represented by said Warrant for, and
to purchase thereunder, shares of Common Stock of the Company, and herewith
makes payment of $              therefor, consents to the affixation of a
legend on the certificate for such shares to the effect that such shares 
have not been registered under the Securities Act of 1933, as amended (the
"Act"), and may be transferred only in compliance with the Act, and requests
that such certificate(s) be issued in the name of and be delivered to


whose address is
and if such shares shall not be all of the shares purchased hereunder, that 
a new Warrant of like tenor for the balance of shares purchasable hereunder 
be delivered to the undersigned.

Dated:                                  _________________________________
                                        (Signature must conform in all
                                        respects to name of holder as
                                        specified on the face of the
                                        Warrant)

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