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                                                                   Exhibit 10.11

                          SPONSORED RESEARCH AGREEMENT

                                     between

                             Gemini Research Limited
                                    (SPONSOR)

                                       and

                    President and Fellows of Harvard College
                            Cambridge, Massachusetts

                                    (HARVARD)

1.    Definitions and Interpretation

1.1 In this Agreement and in the Schedules to this Agreement, the following
words and phrases shall have the following meanings unless the context requires
otherwise:

1.1.1  "Affiliate" shall mean any company, partnership or other entity which
       directly or indirectly Controls, is Controlled or is under common Control
       with either Party including as a Subsidiary or Holding Company.

1.1.2  "Agreement" shall mean this sponsored research agreement and any and all
       schedules, appendices and other addends to it as may be varied from time
       to time in accordance with the provisions of this Agreement.

1.1.3  "Background Confidential Information" shall mean Sponsor Know How or
       tradesecrets and Sponsor Future Works delivered to Principal
       Investigator. Such Background Confidential Information is proprietary
       information which although useful for the conduct of the basic research
       investigations described in Appendix A, is not necessary for
       interpretation or verification of Principal Investigator's research
       results. Background Confidential Information shall also include
       information relating to the business affairs or finances of one of the
       Parties or their Affiliates coming into the possession of the other Party
       in relation to this Agreement.

1.1.4  "Business Day" shall mean 9:30 am to 5:30 pm on a day other than a
       Saturday, Sunday, bank or other public holiday.

1.1.5  "Competent Authority" shall mean any national or local agency, authority,
       department, inspectorate, minister, ministry official, parliament or
       public or statutory person (whether autonomous or not) of any country or
       of any


               Confidential Treatment Requested and the Redacted
             Material has been separately filed with the Commission

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       government of any country having jurisdiction over either any of the
       activities contemplated by this Agreement or the Parties.

1.1.6 "Control" shall mean the ownership of more than fifty (50%) percent of the
      issued share capital or the legal power to direct or cause the direction
      of the general management and policies of the Party in question.

1.1.7  "Directive" shall mean any present or future law, regulation, directive
       requirement, instruction, direction or rule of any Competent Authority
       including any amendment, extension or replacement thereof which is from
       time to time in force.

1.1.8  "Disclosing Party" a party which discloses Background Confidential
       Information to another Party.

1.1.9  "Documents" shall mean paper, notebooks, books, files, ledgers, records,
       tapes, discs, diskettes, CD-ROM and any other media on which Know How can
       be permanently stored.

1.1.10 "Effective Date" shall mean the date of execution of this Agreement.

1.1.11 "Harvard" shall mean the President and Fellows of Harvard College, a
       charitable organization having offices at 1350 Massachusetts Ave.,
       Holyoke Center, 4th floor, Cambridge, MA 02138.

1.1.12 "Know How" shall mean unpatented technical and other information which is
       not in the public domain, including information comprising or relating to
       concepts, discoveries, data, formulas, ideas, inventions, procedures for
       experiments and tests and results of experimentation and testing,
       including results of research or development processes including
       manufacturing processes, specifications and techniques, developed
       pursuant to and during the term of this Agreement.

1.1.13 "Licence" shall mean the licences granted by Harvard to Sponsor
       hereunder.

1.1.14 "Parties" shall mean Harvard and Sponsor.

1.1.15 "Principal Investigator" shall mean Dr. Xiping Xu.

1.1.16 "Program Invention" shall mean any patented discovery arising directly
       out of the research program described in the Statement of Work
       (Attachment A) during the term of this Agreement. Program Invention shall
       specifically exclude Sponsor Future Works.

1.1.17 "Program Materials" shall mean any and all materials obtained and/or
       developed under the Study during the term of this Agreement including,
       but not limited to blood, plasma, cells, cell lines, and tissues, and any
       and all DNA and RNA isolated therefrom and any progeny related to such
       blood, plasma, cells, cell lines and tissues.

1.1.18 "Recipient Party" shall mean a Party which receives Background
       Confidential Information or Confidential Information from another party.

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1.1.19 "Sponsor" shall mean Gemini Research Limited, a corporation having
       offices at 162 Science Park, Milton Rd, Cambridge, UK CB4 4GH

1.1.20 "Sponsor Future Works" shall mean all data, reports, results and other
       Know How produced or obtained by Sponsor as a result of any genotyping,
       phenotyping or other work carried out by any person in relation to or in
       connection with the Program Materials, including but not limited to
       abstracts, articles and other written materials relating to such
       genotyping together with all modifications, improvements and amendments
       thereto. Sponsor Future Works shall specifically exclude any such data,
       reports, results or Know How generated by the Principal Investigator or
       any Harvard employee or student performing the Study under this
       Agreement.

1.1.21 "Study" shall mean the recruitment and observation of and collection of
       certain material from 5000 sets of twins aged between 18 to 75.

1.1.22 "Subsidiary or Holding Company" shall have the meaning ascribed to those
       expressions by Section 736 of the Companies Act 1985 (as amended).

1.2    In this Agreement:

1.2.1  unless the context otherwise requires all references to a particular
       Clause, Schedule or paragraph shall be a reference to that Clause,
       Schedule or paragraph in or to this Agreement as it may be amended from
       time to time pursuant to this Agreement.

1.2.2  the headings are inserted for convenience only and shall not affect the
       interpretation of any provision of this Agreement.

1.2.3  unless the contrary intention appears, words importing the masculine
       gender shall include the feminine and vice versa and words in the
       singular include the plural and vice versa.

1.2.4  unless the contrary intention appears words denoting persons shall
       include any individual, partnership, company, corporation, joint venture,
       trust, association, organization or other entity, in each case whether or
       not having separate legal personality.

1.2.5  reference to any statute or regulation includes any modification or
       re-enactment of that statute or regulation.

1.2.6  reference to the words "include" or "including" are to be construed
       without limitation to the generality of the preceding words.

2. Scope of Work and Appointment

Sponsor hereby appoints Harvard to conduct the Study under protocols to be
designed by Harvard in consultation with Sponsor ("the Protocols") and grants to
Harvard, and Harvard accepts, support for basic research investigations under
the direction of Dr. Xiping Xu at School of Public Health as outlined in the
Protocols contained in the attached Statement of Work (Attachment A). Harvard
undertakes this research in furtherance of its goal of seeking new knowledge.

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3. Harvard's Obligations

3.1    Harvard agrees to carry out the Study and perform the experiments
       described in the Statement of Work according to the Protocols, as
       approved by Harvard's Committee on the Use of Human Subjects in
       Research.

3.2    Harvard agrees that all recruits to the Study will have completed and
       executed either Sponsor's form of consent or a substantially similar form
       of consent, as approved by Harvard's Committee on the Use of Human
       Subjects in Research. Such forms will include provision specifying that
       such recruits waive all contractual or proprietary or other interests
       they may have in the raw data and Program Materials collected on or from
       them.

3.3    Harvard agrees and acknowledges that it has not and shall not have any
       contractual or proprietary interest in the Sponsor Future Works.

4. Compensation

In consideration of Harvard's exerting its good faith efforts to carry out the
research described in Attachment A, Sponsor will pay Harvard the following
amount:

                                        *

According to the Budget included in Attachment B, Sponsor will pay Harvard one
half of the amount for the first year upon the execution of this Agreement, and
the remaining payments will be made at six-month intervals in advance.

Checks should be made payable to the President and Fellows of Harvard College
and should identify the Sponsor and the Principal Investigator and be sent to:

                          Office for Sponsored Research
                           Holyoke Center - 4th Floor
                            1350 Massachusetts Avenue
                               Cambridge, MA 02138

Harvard shall not be obligated to expend funds in excess of those provided under
this Agreement to conduct the Study.

5. Period of Performance

Research under this Agreement will be performed during the period January 1,
1998 through December 31, 2001. Harvard and Principal Investigator will make
reasonable and good faith efforts to ensure that the Study is completed within
this period of time. In no event will Harvard be obligated to expend funds in
excess of the amount specified in Section 4 for the collection of the exact
number of samples specified in Study.

6. Technical Representatives

6.1    Sponsor's technical representative shall be Dr. Paul Kelly or such other
       representative as Sponsor may subsequently designate in writing.

6.2    Harvard has appointed Dr. Xiping Xu as Harvard's representative to direct
       and


               Confidential Treatment Requested and the Redacted
             Material has been separately filed with the Commission
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       conduct the Study.

6.3    The Principal Investigator is responsible for co-ordinating and
       implementing Harvard's obligations set out in Clause 3.2.

6.4    Principal Investigator is authorised to act on behalf of Harvard for the
       purpose of all dealings with Sponsor relating to scientific issues
       arising under this Agreement.

7. Consultation with Sponsor's Representatives

During the period of this Agreement, Sponsors Technical/Scientific
Representative and other representatives may have reasonable access to consult
informally with Harvard's Principal Investigator regarding the Study both
personally and by telephone. Access to work carried on in Harvard laboratories
in the course of the Study shall be entirely under the control of Harvard
personnel; Sponsor's representatives shall be permitted to visit such
laboratories only during usual hours of operation as is mutually agreeable.

8. Technical Reports

The Principal Investigator shall make up to four (4) oral reports each year if
requested by SPONSOR's Technical Representative. Within sixty (60) days after
the expiration of this Agreement, the Principal Investigator shall submit a
comprehensive final report to SPONSOR.

9. Publicity

Neither Party shall use the name of the other in any form of advertising or
promotion without the prior written approval of the other. The parties may,
however, acknowledge Sponsor's support for, and the nature of, the
investigations being pursued under this Agreement. In any such statement, the
relationship of the parties shall be accurately and appropriately described.

10. Publication

HARVARD has the right to publish and otherwise publicly disclose information it
has gained in the course of research relating to the Study. For publications
which contain authors from both Sponsor and Harvard ("joint publications"), the
decision to publish will be made jointly by the Parties. For publications which
contain authors from Harvard only, the decision to publish will be at Harvard's
sole discretion, subject to the following paragraph.

In order to permit Sponsor an opportunity to determine if patentable inventions
are disclosed, the Principal Investigator will provide Sponsor with copies of
articles written by project personnel reporting on research relating to the
Study at least thirty (30) days prior to submission for publication. Sponsor
shall inform Harvard and the author(s) within such thirty (30) day period
whether in its judgment the material contains information on which patent
applications may or should be filed. Harvard shall be responsible for the
preparation and filing of any such patent applications.

Harvard shall inform the Principal Investigator of the effect on patent rights
of the disclosure of patentable information prior to the filing of a patent
application and shall use reasonable efforts to ensure that Program Inventions
are protected by patent applications filed prior to public disclosure.

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11. Intellectual Property

All rights in Program Inventions, Program Materials and Know How created in the
course of the Study shall be the property of Harvard. Harvard shall procure that
the Principal Investigator assigns to Harvard any and all right, title and
interest he may have in and to Program Inventions, Program Materials and Know
How.

The parties agree that all Program Materials will be held by Harvard. Sponsor
will have access to such Program Materials. Samples of Program Materials may be
transferred to Sponsor, as mutually agreed by the parties, for specific research
projects and such Agreement shall not be reasonably withheld. Harvard agrees
that it will not transfer Program Materials to any other for-profit entity.

Subject to any pertinent obligations to other sponsors, including the provisions
of Public Laws 96-517 and 98-620, Harvard hereby grants to Sponsor an exclusive
and perpetual, worldwide, fully paid up commercial license under Know How,
developed during the term of this Agreement, to use, develop or sublicense for
any commercial purposes such Know How. Such license, which will be substantially
similar in form to the license agreements incorporated as an example in
Appendix A, will be exclusive in that Harvard agrees it will not grant similar
rights to any other for-profit entity. It is understood, however, that Harvard
will be free to publish such Know How and disclose Program Materials in
accordance with Section 10.

Subject to any pertinent obligations to other sponsors, including the provisions
of Public Laws 96-517 and 98-620, Harvard hereby grants to Sponsor an exclusive
option to negotiate an exclusive, worldwide right and license with the right to
sublicense any Program Invention, conceived and reduced to practice during the
term of this Agreement. Such option will extend for a period of one (1) year
following written disclosure by Harvard to Sponsor of such Program Invention.
During the option period, Sponsor agrees to reimburse Harvard for reasonable
out-of-pocket expenses incurred for patent preparation and filing. Harvard
agrees to negotiate in good faith to establish the terms of an exclusive license
agreement. The Parties agree that such terms will reflect current industry
standards for licensing of similar technologies and that, in no event, *. If
the Parties fail to reach agreement within such one (1) year period or within
any mutually agreed upon extensions, Harvard shall be free to license a third
party, provided however that, the terms offered to such third party shall be
no more favorable than those last offered to Sponsor.

If Sponsor fails to exercise its option within the one (1) year period or any
mutually agreed upon extensions of such, Harvard shall be free to license a
third party on any terms whatsoever.

Subject to Clause 12, Sponsor and Harvard acknowledge and agree that Principal
Investigator may use Know How, Program Materials and Program Inventions in his
own academic research or in collaborative research with other academic
investigators, provided, however, that such research is not undertaken so as to
conflict with the rights of Sponsor under this Agreement. If any inventions are
made by the Principal Investigator as a result of any such research employing
Know How, Program Materials and Program Inventions after the expiration of this
Agreement, Harvard agrees to notify Sponsor in writing of such invention at the
time any such inventions become available for commercial licensing.

                                       *


               Confidential Treatment Requested and the Redacted
             Material has been separately filed with the Commission
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*

12. Collaboration

It is understood that the Harvard investigators shall be free to collaborate
with other academic investigators at Harvard or at other academic or
governmental institutions. Harvard agrees to inform Sponsor of any such
collaborations that involve Know How or Program Inventions.

13. Confidentiality

13.1   Each of the Parties (the "Recipient Party") undertakes and agrees to:

       13.1.1 only use the Background Confidential Information for the purposes
              envisaged under this Agreement and not to use the same for any
              other purpose whatsoever,

       13.1.2 ensure that only those of its officers and employees who are
              directly concerned with the carrying out of this Agreement have
              access to the Background Confidential Information on a "need to
              know" basis and are informed of the confidential nature of it;

       13.1.3 clearly identify the Background Confidential Information as
              confidential.

13.2   The obligations of confidence referred to in Cause 13.1 shall not extend
       to any Background Confidential Information which:

       13.2.1 is or becomes generally available to the public other than by
              reason of breach by a Recipient Party of the provisions of this
              Clause;

       13.2.2 is known to the Recipient Party and is at its free disposal
              (having been generated independently by the Recipient Party or a
              third party in circumstances where it has not been derived
              directly or indirectly from the Disclosing Party's Confidential
              Information) prior to its receipt from the Disclosing Party
              provided that evidence of such knowledge is finished by the
              Recipient Party to the Disclosing Party within 28 days of receipt
              of such Background Confidential;

       13.2.3 is subsequently disclosed to the Recipient Party without
              obligations of confidence by a third party having no such
              obligations of confidence to the Disclosing Party;

       13.2.4 is required by law to be disclosed (including as part of any
              regulatory submission or approval process) and then only when
              prompt written notice of this requirement has been given to the
              Disclosing Party so that it may, if so advised, seek appropriate
              relief to prevent such disclosure provided always that in such
              circumstances such disclosure shall be only to the extent so
              required and shall be subject to prior consultation with the
              Disclosing Party with a view to agreeing on timing and consent of
              such disclosure.

13.4   All Background Confidential Information disclosed by the Disclosing Party
       to the Recipient Party shall remain the property of the Disclosing Party.
       In the event that a


               Confidential treatment Requested and the Redacted
             Material has been separately filed with the Commission
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       court or Competent Authority assumes partial or complete control over the
       assets of a Recipient Party based on the insolvency or bankruptcy of the
       Party, the Recipient Party shall:

       13.4.1 promptly notify such court or Competent Authority:

              (a)    that Background Confidential Information received from the
                     Disclosing Party under this Agreement remains the property
                     of the Disclosing Party, and

              (b)    of the confidentiality obligations under this Agreement;
                     and

       13.4.2 to the extent permitted by law, take all steps necessary or
              desirable to maintain the confidentiality and security of the
              Disclosing Party's Background Confidential and to ensure that the
              court or Competent Authority maintains such information in
              confidence in accordance with this Agreement.

13.5   The obligations of the Parties under Causes 13.1 to 13.4 shall survive
       the expiration or termination of this Agreement for whatever reason for a
       period of three (3) years.

14. Indemnification

Sponsor hereby waives, and agrees to indemnify, defend, and hold harmless
Harvard and its present and former officers, directors, governing board members,
employees, agents and students from any claim, loss, cost, expense, or liability
of any kind including reasonable attorney's fees and expenses arising out of or
connected with this Agreement or the Study, except to the extent such claim is
due to the negligence of Harvard or arises from Harvard's failure to conduct the
Study in accordance with the terms of this Agreement or as described in the
mutually agreed upon Statement of Work, or arises as a result of Harvard's
breach of this Agreement, and including, without limitation, product liability
claims relating to products based on the Study. Harvard shall promptly notify
Sponsor of any such claim and shall cooperate with Sponsor and its insurance
carrier in the defense of the claim. Sponsor agrees to consult with Harvard
regarding the defense of such claim and to submit any proposed settlement to
Harvard in advance of its approval.

15. Warranties

HARVARD MAKES NO WARRANTIES, EXPRESS OR IMPLIED, AS TO ANY MATTER WHATSOEVER,
INCLUDING, WITHOUT LIMITATION, THE CONDITION, ORIGINALITY OR ACCURACY OF THE
RESEARCH OR ANY INVENTION(S) OR PRODUCT(S), WHETHER TANGIBLE OR INTANGIBLE,
CONCEIVED, DISCOVERED, OR DEVELOPED UNDER THIS AGREEMENT; OR THE OWNERSHIP,
MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE OF THE RESEARCH OR ANY SUCH
INVENTION OR PRODUCT. HARVARD SHALL NOT BE LIABLE FOR ANY DIRECT, CONSEQUENTIAL
OR OTHER DAMAGES SUFFERED BY SPONSOR, ANY LICENSEE, OR ANY OTHERS RESULTING FROM
THE USE OF THE RESEARCH OR ANY SUCH INVENTION OR PRODUCT.

16. Independent Contractor

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For the purposes of this Agreement and all services to be provided hereunder,
each Party shall be, and shall be deemed to be, an independent contractor and
not an agent or employee of the other party. Neither party shall have authority
to make any statements, representations or commitments of any kind, or to take
any action, which shall be binding on the other party, except as may be
explicitly provided for herein or authorized by the other Party in writing.

17. Governing Law

The validity and interpretation of this Agreement and the legal relations of
the parties to it shall be governed by the laws of the Commonwealth of
Massachusetts.

18. Assignment

Save as otherwise provided in this Agreement each Party shall not without the
prior written consent of the other assign the benefit and/or burden of this
Agreement except to an Affiliate or a third Party acquiring the entire business
of the assigning Party and then only provided that such Affiliate or third Party
first undertakes in writing to the other Party to be bound by the terms of this
Agreement. Any and all assignments not made in accordance with this section
shall be void.

19. Notices

Any notice or report required or permitted to be given under this Agreement
shall be deemed to have been sufficiently given for all purposes if mailed by
first class certified or registered mail to the following addresses of either
party:

                                 Patricia Tucker
                           Director, Awards Management
                          Office for Sponsored Research
                               Harvard University
                            1350 Massachusetts Avenue
                         Cambridge, Massachusetts 02138

                                       and

                                 Dr. Paul Kelly
                            Gemini Research, Limited
                                162 Science Park
                              Milton Rd, Cambridge
                                  U.K. CB4 4GH

or to such other addresses as shall hereafter have been furnished by written
notice to the other party.

20. Title to Equipment

Harvard shall retain title to all equipment purchased and/or fabricated by it
with funds provided by Sponsor under this Agreement.

21. No Oral Modification

No change, modification, extension, termination or waiver of this Agreement, or
any of the

<PAGE>

provisions herein contained, shall be valid unless made in witting and signed by
duly authorized representatives of the parties hereto.

22. Paragraph Headings

The section headings are provided for convenience and are not to be used in
construing this Agreement.

23. Survivorship

The provisions of Sections 3.3, 9, 13, 14 and 15 shall survive any expiration or
termination of this Agreement.

24. Term and Termination

This Agreement shall expire on December 31, 2001 unless extended or sooner
terminated in accordance with the provisions of this section.

Either party may terminate this Agreement upon any anniversary date by giving
the other party one (1) year's prior written notice of its election to
terminate. In addition, either may terminate this Agreement upon thirty (30)
days written notice if circumstances beyond its control preclude continuation of
the Study.

In the event Harvard's Principal Investigator is unavailable or unable to
continue direction of the Study for a period in excess of ninety (90) days,
Harvard shall notify Sponsor and may nominate a replacement; if Harvard does not
nominate a replacement or if that replacement is unsatisfactory to Sponsor,
Sponsor may terminate this Agreement upon thirty (30) days written notice and
such rights to terminate shall be Sponsor's sole remedy at law or in equity.

If Sponsor fails to meet any of its material obligations under this Agreement
and shall fail to remedy these failures within sixty (60) days after receipt of
written notice thereof, Harvard shall have the option of terminating this
Agreement upon written notice thereof, and may terminate any licenses or options
granted to Sponsor. In the event Harvard fails to meet its material obligations
under this Agreement and shall fail to remedy these failures within sixty (60)
days after receipt of written notice thereof, Sponsor shall have the option of
terminating this Agreement upon written notice thereof, and such right to
terminate shall be Sponsor's sole remedy at law or in equity.

Upon termination of this Agreement for any reason except Harvard's material
breach of any of the material provisions of this Agreement, Sponsor shall
reimburse Harvard for all reasonable expenses or uncancellable commitments
incurred as of the date of notice of termination but not to exceed the total
amount committed under this Agreement. In the event of termination due to
Harvard's material breach of a material provision of this Agreement, Sponsor and
Harvard will negotiate a final financial settlement appropriate to the
circumstances and for the work completed and accepted by Sponsor.

Termination or expiration of this Agreement for reasons other than an unremedied
failure to meet the material obligations under this Agreement shall not affect
the rights and obligations of the parties accrued prior to termination.

25. Arbitration

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In the event of any controversy or claim arising out of or relating to any
provision of this Agreement or the breach thereof, the parties shall try to
settle such conflicts amicably between themselves. Subject to the limitation
stated in the final sentence of this section, any such conflict which the
parties are unable to resolve shall be settled through arbitration conducted as
set forth in this paragraph and otherwise in accordance with the rules of the
American Arbitration Association. The demand for arbitration shall be filed
within a reasonable time after the controversy or claim has arisen, and in no
event after the date upon which institution of legal proceedings based on such
controversy or claim would be barred by the applicable statute of limitation.

All arbitration proceedings shall be heard and decided by a single arbitrator
mutually acceptable to Sponsor and Harvard. In the event that Sponsor and
Harvard are unable to agree on the selection of a single arbitrator, then the
proceedings shall be heard by a panel of three arbitrators, one of whom is
chosen by Sponsor, one of whom is chosen by Harvard, and the third of whom is
appointed by the American Arbitration Association from its panel of arbitrators.
Such arbitration shall be held in Boston, Massachusetts. The award through
arbitration shall be final and binding. Either Party may enter any such award in
a court having jurisdiction or may make application to such court for judicial
acceptance of the award and an order of enforcement, as the case may be.
Notwithstanding the foregoing, either party may, without recourse to
arbitration, assert against the other party a third-party claim or cross-claim
in any action brought by a third party to which the subject matter of this
Agreement may be relevant.

26. Counterparts

This Agreement may be executed in any number of counterparts and by the Parties
on separate counterparts, each of which when so executed shall be an original of
this Agreement, and all of which shall together constitute one and the same
instrument. Complete sets of counterparts shall be lodged with each Party.

27. For Negotiation

Each Party acknowledges and agrees that the provisions of this Agreement have
been the subject of discussion and negotiation and, with particular reference to
any exclusion clauses set out herein, are fair and reasonable having regard to
the circumstances as at the date of this Agreement.

28. Entire Agreement

This instrument contains the entire Agreement between parties hereto. No verbal
agreement, conversation or representation between any officers, agents, or
employees of the parties hereto either before or after the execution of this
Agreement, shall affect or modify any of the terms or obligations herein
contained.

<PAGE>

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of


                                   GEMINI RESEARCH, LIMITED

                                   By: /s/ [ILLEGIBLE]
                                       ----------------------------------

                                   Title: CEO
                                          -------------------------------

                                   Date: 16-12-97
                                         --------------------------------

                                   PRESIDENT AND FELLOWS OF
                                   HARVARD COLLEGE


                                   By: /s/ [ILLEGIBLE]
                                       ----------------------------------

                                   Title: [ILLEGIBLE]
                                          -------------------------------

                                   Date: DEC 19 1997
                                         --------------------------------

<PAGE>

                                   APPENDIX A

                                LICENSE AGREEMENT
                                PROGRAM MATERIALS
                                    KNOW HOW

                             Effective as of [date]

                        Re: Harvard Case [case number(s)]

In consideration of the mutual promises and covenants set forth below, the
parties hereto agree as follows:

                                    ARTICLE I
                                   DEFINITIONS

       As used in this Agreement, the following terms shall have the following
       meanings:

1.1    AFFILIATE: any company, corporation, or business in which LICENSEE owns
       or controls at least fifty percent (50%) of the voting stock or other
       ownership. Unless otherwise specified, the term LICENSEE includes
       AFFILIATES.

1.2    HARVARD: President and Fellows of Harvard College, a nonprofit
       Massachusetts educational corporation having offices at the Office for
       Technology and Trademark Licensing, 124 Mt. Auburn Street, Suite 410
       South, Cambridge, Massachusetts 02138.

1.3    KNOW HOW: unpatented technical and other information which is not in the
       pubic domain, including information comprising or relating to concepts,
       discoveries, data, formulas, ideas, inventions, procedures for
       experiments and tests and results of experimentation and testing,
       including results of research or development processes, including
       manufacturing processes, specifications and techniques developed by Dr.
       Xiping Xu, which is owned or controlled by HARVARD during the term of
       this Agreement.

1.4    LICENSEE: Gemini Research Limited, a corporation having offices at 162
       Science Park, Milton Rd, Cambridge, UK CB4 GH.

1.5    PROGRAM MATERIALS: any and all materials obtained and/or developed under
       the Study by Dr. Xiping Xu, including, but not limited to blood, plasma,
       cells, cell lines and tissues and any and all DNA and RNA isolated
       therefrom and any progeny related to such blood, plasm, cells, cell lines
       and tissues, all to the extent owned by Harvard.

<PAGE>

1.6    SPONSORSHIP AGREEMENT: the Agreement, dated _______, 1997, between the
       President and Fellows of Harvard College and Gemini Research Limited
       under which Gemini provides funding to the Harvard School of Public
       Health for a study involving the recruitment and observation of and
       collection of certain material from 2500 sets of twins aged between 18 to
       75.

1.7    TERRITORY: Worldwide.

1.8    The terms "Public Law 96-517" and "Public Law 98-620" include all
       amendments to those statutes and the May 17, 1996 NIH Procedures for
       Handling Non-Election of Title to Unpatented Biological Materials.

                                   ARTICLE II
                                 REPRESENTATIONS

2.1    (a) Although it has not made any investigations, to the best of HARVARD's
       knowledge, the licensed PROGRAM MATERIALS and KNOW HOW do not interfere
       with or infringe on any intellectual property rights owned or possessed
       by any third party;

       (b) Then are no claims, judgements or settlements against or owed by
       HARVARD or pending or threatened claims or litigation relating to the
       PROGRAM MATERIALS or KNOW HOW.

       (c) HARVARD has disclosed to LICENSEE all the relevant information in
       HARVARD's possession regarding PROGRAM MATERIALS or KNOW HOW.

2.2    HARVARD has the full right, power and authority to enter into this
       Agreement and to issue licenses under PROGRAM MATERIAL and KNOW HOW.

2.3    HARVARD is committed to the policy that ideas or creative works produced
       at HARVARD should be used for the greatest possible public benefit, and
       believes that every reasonable incentive should be provided for the
       prompt introduction of such ideas into public use, all in a manner
       consistent with the public interest.

2.4    LICENSEE is desirous of obtaining an exclusive commercial license in the
       TERRITORY in order to practice the KNOW HOW and use PROGRAM MATERIALS in
       the United States and in certain foreign countries.

2.5    HARVARD is desirous of granting such a license to LICENSEE in accordance
       with the terms of this Agreement.

<PAGE>

                                   ARTICLE III
                                 GRANT OF RIGHTS

3.1    HARVARD hereby grants to LICENSEE and LICENSEE accepts, subject to the
       terms and conditions hereof, an exclusive, royalty-free commercial
       license under PROGRAM MATERIALS and KNOW HOW in the TERRITORY. Such
       license shall include the right to grant sublicenses. In order to provide
       LICENSEE with commercial exclusivity, HARVARD agrees that it will not
       grant licenses under KNOW HOW and that it will not provide PROGRAM
       MATERIALS to others except as required in 3.2(a) or as permitted in
       3.2(b) and 3.2(c).

3.2    The granting and exercise of this license is subject to the following
       conditions:

       (a)    HARVARD's "Statement of Policy in Regard to Inventions, Patents
              and Copyrights," dated March 17, 1986, Public Law 96-517, Public
              Law 98-620, and HARVARD's obligations under agreements with other
              sponsors of research. Any right granted in this Agreement greater
              than that permitted under Public Law 96-517, or Public Law 98-620,
              shall be subject to modification as may be required to conform to
              the provisions of those statutes.

       (b)    HARVARD reserves the right to

              (i)    make, use, and provide the PROGRAM MATERIALS to others on a
                     non-exclusive basis, and grant others non-exclusive
                     licenses to make and use the PROGRAM MATERIALS, all for
                     academic research purposes; and

              (ii)   make and use, and grant to others non-exclusive licenses to
                     make and use for academic research purposes, the subject
                     matter described in KNOW HOW.

       (c)    Subject to Clause 12 of the SPONSORSHIP AGREEMENT, LICENSEE and
              HARVARD acknowledge and agree that Principal Investigator may use
              Know How, Program Materials and Program Inventions in his own
              academic research or in collaborative research with other academic
              investigators, provided, however, that such research is not
              undertaken to as to conflict with the rights of LICENSEE under
              this Agreement or under the SPONSORSHIP AGREEMENT. If any
              inventions are made by the Principal Investigator as a result of
              any such research employing Know How, Program Materials and
              Program Inventions after the expiration of the SPONSORSHIP
              AGREEMENT, Harvard agrees to notify LICENSEE in writing of such
              invention at the time any such inventions become available for
              commercial licensing.

<PAGE>

       (d)    In all sublicenses granted by LICENSEE hereunder, LICENSEE shall
              provide in such sublicenses that such sublicenses are subject and
              subordinate to the terms and conditions of this Agreement. Copies
              of all sublicense agreements shall be provided promptly to HARVARD

3.3    All rights reserved to the United States Government and others under
       Public Law 96-517, and Public Law 98-620 and the May 17, 1996 NIH
       Procedures for Handling Non-Election of Title to Unpatented Biological
       Materials, shall remain and shall in no way be affected by this
       Agreement.

                                   ARTICLE IV
                            TERMINATION OF AGREEMENT

4.1    This Agreement. unless terminated as provided herein, shall remain in
       effect in perpetuity from the date of execution of this Agreement.

4.2    HARVARD may terminate this Agreement as follows:

       (a)    If LICENSEE defaults in its obligations under paragraph 5.4(b) to
              maintain insurance for any product, process or service relating
              to, or developed pursuant to this Agreement. HARVARD may terminate
              this Agreement with respect to said product, process or service.

       (b)    If LICENSEE shall become insolvent and the assets of LICENSEE are
              liquidated. Such termination shall be effective immediately upon
              HARVARD giving written notice to LICENSEE.

       (c)    If LICENSEE defaults in the performance of any material
              obligations under this Agreement and the default has not been
              remedied within ninety (90) days after the date of notice in
              writing of such default by HARVARD, unless due to a bona fide
              dispute between HARVARD and LICENSEE. Material obligations of
              LICENSEE are: (i) diligent commercial development of PROGRAM
              MATERIALS and KNOW HOW (clause 2.3), (ii) sublicense obligations
              (clause 3.2d) (iii) obligations to indemnify HARVARD and maintain
              insurance (clause 5.4), (iv) non-use of HARVARD name (clause 5.5),
              (v) non-assignment provisions (clause 5.6) and (vi) compliance
              with US Export Regulations (clause 5.8). In the event of a bona
              fide dispute, the parties will submit to arbitration as provided
              in clause 25 of the SPONSORSHIP AGREEMENT.

4.3    LICENSEE may terminate this Agreement by giving ninety (90) days advance
       written notice of termination to HARVARD.

<PAGE>

4.4    Upon termination pursuant to Paragraph 4.2, whether by HARVARD or by
       LICENSEE, LICENSEE shall cease all use of the PROGRAM MATERIALS and
       shall, upon request, return or destroy (at Harvard's option) all PROGRAM
       MATERIALS under its control or in its possession

4.5    Paragraphs 5.2, 5.4, 5.5, 5.8 of this Agreement shall survive
       termination.

                                    ARTICLE V
                                     GENERAL

5.1    Except as provided in Section 2.1 of this Agreement, HARVARD makes no
       representations or warranties whatsoever regarding PROGRAM MATERIALS and
       KNOW HOW and does not warrant the validity of the PROGRAM MATERIALS and
       KNOW HOW licensed hereunder and makes no representations whatsoever with
       regard to the scope of the licensed PROGRAM MATERIALS or KNOW HOW or that
       PROGRAM MATERIALS or KNOW HOW may be exploited by LICENSEE or an
       AFFILIATE without infringing other patents.

5.2    EXCEPT AS PROVIDED IN SECTION 2.1, HARVARD EXPRESSLY DISCLAIMS ANY AND
       ALL IMPLIED OR EXPRESS WARRANTIES AND MAKES NO EXPRESS OR IMPLIED
       WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OF
       THE PROGRAM MATERIALS or KNOW HOW SUPPLIED BY HARVARD.

5.3    LICENSEE shall not distribute or release the PROGRAM MATERIALS to others
       except as permitted by and to further the purposes of this Agreement.
       LICENSEE shall protect the PROGRAM MATERIALS at least as well as it
       protects its own valuable tangible personal property and shall take
       measures to protect the PROGRAM MATERIALS from any claims by third
       parties including creditors and trustees in bankruptcy

5.4   (a) LICENSEE shall indemnify, defend and hold harmless HARVARD and its
      current or former directors, governing board members, trustees, officers,
      faculty, medical and professional staff, employees, students, and agents
      and their respective successors, heirs and assigns (collectively, the
      "Indemnitees"), against any liability, damage, loss or expenses (including
      reasonable attorneys' fees, and expenses of litigation) incurred by or
      imposed upon the Indemnitees or any of them in connection with any claims,
      suits, actions, demands or judgments arising out of any theory of product
      liability (including, but not limited to, actions in the form of tort,
      warranty, or strict liability) concerning any product, process or service
      made, used or sold pursuant to any right or license granted under this
      Agreement.

<PAGE>

       (b) LICENSEE shall, at its own expense, provide attorneys reasonably
       acceptable to HARVARD to defend against any actions brought or filed
       against any Indemnitee hereunder with respect to the subject of indemnity
       contained herein, whether or not such actions are rightfully brought.

       (c) Beginning at the time any such product, process or service is being
       commercially distributed or sold (other than for the purpose of obtaining
       regulatory approvals) by LICENSEE or by a sublicensee, AFFILIATE or agent
       of LICENSEE, LICENSEE shall, at its sole cost and expense, procure and
       maintain commercial general liability insurance in amounts not less than
       $2,000,000 per incident and $2,000,000 annual aggregate and naming the
       Indemnitees as additional insureds. During clinical trials of any such
       product, process or service, LICENSEE shall, at its sole cost and
       expense, procure and maintain commercial general liability insurance in
       such equal or lesser amount as HARVARD shall require, naming the
       indemnitees as additional insureds. Such commercial general liability
       insurance shall provide (i) product liability coverage and (ii) broad
       form contractual liability coverage for LICENSEE's indemnification under
       this Agreement. If LICENSEE elects to sell-insure all or part of the
       limits described above (including deductibles or retentions which are in
       excess of $250,000 annual aggregate) such self-insurance program must be
       acceptable to HARVARD and the Risk Management Foundation of the Harvard
       Medical Institutions, Inc. in their sole discretion. The minimum amounts
       of insurance coverage required shall not be construed to create a limit
       of LICENSEE's liability with respect to its indemnification under this
       Agreement.

       (d) LICENSEE shall provide HARVARD with written evidence of such
       insurance upon request of HARVARD. LICENSEE shall provide HARVARD with
       written notice at least fifteen (15) days prior to the cancellation,
       non-renewal or material change in such insurance; if LICENSEE does not
       obtain replacement insurance providing comparable coverage within such
       fifteen (15) day period, HARVARD shall have the right to terminate this
       Agreement effective at the end of such fifteen (15) day period without
       notice or any additional waiting periods.

       (e) LICENSEE shall maintain such commercial general liability insurance
       beyond the expiration or termination of this Agreement during (i) the
       period that any product, process, or service, relating to, or developed
       pursuant to, this Agreement is being commercially distributed or sold by
       LICENSEE or by a sublicensee, AFFILIATE or agent of LICENSEE and (ii) a
       reasonable period after the period referred to in (e)(i) above which in
       no event shall be less than fifteen (15) years.

5.5    LICENSEE shall not use HARVARD's name or insignia, or any adaptation of
       them, or the name of any of HARVARD's inventors in any advertising,
       promotional or sales literature without the prior written approval of

<PAGE>

       If to LICENSEE:

           Gemini Research Limited
           162 Science Park
           Milton Rd
           Cambridge, UK CB4 4GH

       If to HARVARD:

           Office for Technology and Trademark Licensing
           Harvard University
           124 Mt. Auburn Street, Suite 410 South
           Cambridge, MA 02138
           Fax: (617) 495-9568

       By such notice either party may change their address for future notices.

       Notices delivered in person shall be deemed given on the date delivered.
       Notices sent by fax shall be deemed given on the date faxed. Notices
       mailed shall be deemed given on the date postmarked on the envelope.

5.10   Should a court of competent jurisdiction later hold any provision of this
       Agreement to be invalid, illegal, or unenforceable, and such holding is
       not reversed on appeal, it shall be considered severed from this
       Agreement. All other provisions, rights and obligations shall continue
       without regard to the severed provision, provided that the remaining
       provisions of this Agreement are in accordance with the intention of the
       parties.

5.11   In the event of any controversy or claim arising out of or relating to
       any provision of this Agreement or the breach thereof, the parties shall
       comply with the dispute resolution provisions (Section 25) of the
       SPONSORSHIP AGREEMENT.

5.12   This Agreement together with the SPONSORSHIP AGREEMENT constitutes the
       entire understanding between the parties and neither party shall be
       obligated by any condition or representation other than those expressly
       stated herein or as may be subsequently agreed to by the parties hereto
       in writing.

<PAGE>

       HARVARD except that LICENSEE may state that PATENT RIGHTS are licensed by
       LICENSEE from HARVARD and LICENSEE may comply with disclosure
       requirements of all applicable laws relating to its business, including
       European and United States securities laws. HARVARD shall not use
       LICENSEE's name, logos, insignias or trademarks, or any adaptation of
       them, or the name of any LICENSEE director, officer or employee in any
       advertising, promotional or sales literature, or other public
       announcement without the prior written approval of LICENSEE.

5.6    Without the prior written approval of HARVARD in each instance, neither
       this Agreement nor the rights granted hereunder shall be transferred or
       assigned in whole or in part by LICENSEE to any person whether
       voluntarily or involuntarily, by operation of law or otherwise, except
       that LICENSEE may transfer or assign this Agreement and the rights
       granted hereunder, in whole or in part, to a successor to substantially
       all of the business for which this Agreement was entered into, and such
       succession shall include but not be limited to one by acquisitions,
       merger, change of corporate name or change in make-up, organization, or
       identity. This Agreement shall be binding upon the respective successors,
       legal representatives and assignees of HARVARD and LICENSEE.

5.7    The interpretation and application of the provisions of this Agreement
       shall be governed by the laws of the Commonwealth of Massachusetts.

5.8    LICENSEE shall comply with all applicable laws and regulations. In
       particular, it is understood and acknowledged that the transfer of
       certain commodities and technical data is subject to United States laws
       and regulations controlling the export of such commodities and technical
       data, including all Export Administration Regulations of the United
       States Department of Commerce. These laws and regulations among other
       things, prohibit or require a license for the export of certain types of
       technical data to certain specified countries. LICENSEE hereby agrees and
       gives written assurance that it will comply with all United States laws
       and regulations controlling the export of commodities and technical data,
       that it will be solely responsible for any violation of such by LICENSEE
       or its AFFILIATES, and that it will defend and hold HARVARD harmless in
       the event of any legal action of any nature occasioned by such violation.

5.9    Any notices to be given hereunder shall be sufficient if signed by the
       party (or party's attorney) giving same and either (a) delivered in
       person with receipt acknowledged, or (b) mailed certified mail return
       receipt requested, or (c) faxed to other party if the sender has evidence
       of successful transmission and if the sender promptly sends the original
       by ordinary mail, in any event to the following addresses:

<PAGE>

                                   APPENDIX A

The following comprises PROGRAM MATERIALS:

                                   APPENDIX B

The following comprises KNOW HOW:


<PAGE>


                GENETIC DISSECTION OF COMPLEX DISEASES USING TWINS


                   Xiping Xu, MD, PhD (Principal Investigator)
                              Associate Professor
                    Director, Program for Population Genetics
                        Harvard School of Public Health
                              Channing Laboratory
                         Brigham and Women's Hospital
                            Harvard Medical School


<PAGE>

                               SPECIFIC AIMS


     This proposal will support a collaborative effort between the Harvard
Program for Population Genetics (HPPG) and the China Genetic Epidemiology
Network to conduct large scale genetic epidemiologic studies on complex
diseases in a Chinese population using twins. The major goal of the proposed
study is to determine whether there are major susceptibility genes for
complex traits including *



     THE PROPOSED STUDY WILL BE EXTREMELY POWERFUL AND HIGHLY EFFICIENT IN THAT
IT WILL TAKE ADVANTAGE OF BOTH AN EXTREMELY LARGE FAMILY RESOURCE AND A
COMPREHENSIVE ANALYTIC STRATEGY.

                        BACKGROUND AND SIGNIFICANCE

     Twins have been used to study the role of genetic factors for a large
number of different phenotypes. In this project twins will be uniquely
matched by age and many environmental factors, providing a natural design to
estimate heritability. The goal of the twin study is to compare similarities
(correlation) and/or differences in monozygotic (MZ) and dizygotic (DZ) twins
to infer and measure genetic control. While greater concordance in MZ twins
compared to DZ twins can argue in favor of genetic factors, any discordances
in MZ twins underscores a role for environmental factors. The classic twin
study involves several key assumptions, (1) monozygotic twins are completely
identical for all genetic factors; (2) dizygotic twins are no more alike
genetically than full sibs and share, on average, half their genes; (3) both
types of twins are samples from the same gene pool; and (4) the environmental
components of variance of both types of twins are similar.

     In addition to obtaining estimators of heritability from twin studies,
twins and their families can be used to test for gene-environmental
interactions and other components of variation not usually addressable in
family studies. Extending the standard twin study design to include the
spouses and offspring of twins allows for direct testing of gender effects on
the expression of genetic components, longitudinal differences in these same
components, and the testing of possible genotype by environmental
interaction. Previous studies that have utilized the twin family design, have
suggested that some of the maternal influences on birth weight could be
genetic in origin. Despite the fact that the analysis of twin data alone is
restricted both in terms of the underlying assumptions and in inferences that
can be made to the general population, much information can still be gained
about the degree of genetic control over a trait from using this naturally
fixed sampling design. More recently, DZ twins have been used to map genes
of complex diseases. Because of less confounding from age and other
environmental factors, a DZ twin study design should be more powerful than
one with full siblings. The most powerful twins should be those with
extremely discordant or concordant quantitative traits. A large number of
twins have to be screened to obtain a sufficient number of extremely
discordant or concordant DZ twins.

     With a population of 74 million, Anhui province is located in the eastern
central part of China.


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The Yangtze River runs through the southern part of this province. This
province represents the average standard of living for the country. The
majority of the population are agricultural workers, producing mainly cotton,
tea and rice. It is also a major source of industry and textile
manufacturing. Hefei, the capitol of Anhui province and centrally located,
is the political, economic, cultural and transportation center of Anhui. Iron
and steel industry surround the city and coal mining is quite prevalent.

     This proposal brings together a multidisciplinary group of investigators
who possess the expertise and practical experience to carry out this proposed
study. A number of studies have been carried out that have made use of (or
are making use of) individuals from the Anhui province of China. We document
some of these studies below as a way of providing evidence that studies of
the type proposed are indeed feasible.

     The Harvard-China collaborative study on genetics, environment,
nutrition, and human health was initiated in July, 1993. *


                      EXPERIMENTAL DESIGN AND METHOD

1. FAMILY COLLECTION.
a. DESCRIPTION AND SELECTION OF STUDY COMMUNITIES

    The study will be conducted in collaboration with Anhui Medical
University and the Anqing Health Bureau in Anqing, China. It is known that
Anqing was settled 2,000 years ago. Our study population is extremely
homogenous, in that the rural areas surrounding Anqing have never been
heavily traveled (e.g., due to lack of public and private vehicles other than
bicycles). The people living in these areas all speak the local Anqing
dialect providing further evidence of homogeneity.

    Anqing stretches for about 80 km along the north bank of the Yangtze
river. Annual average temperature is 15.0 degrees C. Anqing has 3 urban areas
and 8 rural counties, with a total area of 15,000 km TO THE POWER OF 2. The
total population in 1990 was 5.8 million (urban: 9%, and rural 91%) with 29%
under age 15, 69% between the ages of 15 and 59, and 8% over age 60. The
birth and mortality rates per thousand were 26.2 and 7.0, respectively, and
average life expectancy was 65 years. The collection of index families was
carried out in eight counties of Anqing City (Zongyang, Huining, Qianshan,
Tongcheng, Taihu, Wangjiang, Susong and Yueri). Anqing was selected for
genetic studies for the following reasons: (1) individuals are relatively
homogeneous with respect to ethnic group, environment, occupation and diet;
(2) the village has existed for several thousand years with quite a stable
resident population; and (3) the population of 5.8 million is large enough to
ensure that 4,000 index case families will be available. Moreover, dozens of
previous studies conducted by the investigators in

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<PAGE>

Anqing have proven several important points. First, these studies have
demonstrated the investigators' productivity and success in carrying out
large-scale population studies in Anqing. Second, data from these studies
have allowed pilot testing and validation of respiratory and household survey
questionnaires, equipment, research methodology, laboratory set-up (e.g.
pulmonary function test, skin test, biosample management) and field
preparation. Third, these studies have provided important baseline data on
the population and the environment. Finally, through these studies, the
investigators have trained hundreds of Chinese researchers and field workers
at Anhui Medical University and in Anqing City, established effective quality
control procedures, and strengthened collaborations with universities,
research institutions, various levels of health authorities and health
professionals in Anhui, China.

h.  IDENTIFICATION OF TWINS

        Medical care in each county of our study is administered through a
three-tiered (county, township and village) service network. Established a
quarter of century ago to provide medical services for all residents, this
care system of 25,000 physicians offers a unique opportunity to conduct a
genetic study on twins. *

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                            3