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                                                                    EXHIBIT 10.1



            AMENDED AND RESTATED DISTRIBUTION AND SERVICES AGREEMENT


         This Amended and Restated Distribution and Services Agreement is
effective as of the 1st day of January, 2000 by and between Biogen, Inc.,
through its offices located at 701 Green Valley Road, Suite 308, Greensboro, NC
27408 ("Biogen"), and Nova Factor, Inc., with principal offices located at 1620
Century Center Parkway, Suite 109, Memphis, TN 38134 ("Nova Factor").

         WHEREAS, Biogen markets and sells AVONEX(R) (Interferon beta -1a)
worldwide in the treatment of multiple sclerosis;

         WHEREAS, as part of its distribution network, Biogen has appointed a
limited number of preferred distributors to provide quality services to users of
AVONEX(R) and to provide data reporting and other services to Biogen;

         WHEREAS, Biogen and Nova Factor are parties to a Distribution and
Services Agreement dated as of November 1, 1995, as amended (the "Original
Agreement") under which Nova Factor has been distributing AVONEX(R) as a
preferred distributor and providing data reporting and other services to Biogen.

         WHEREAS, Biogen and Nova Factor desire to amend and restate the
Original Agreement so that Nova Factor continues as a preferred distributor of
AVONEX(R) in the United States on the terms and conditions set forth in this
Agreement.

         NOW THEREFORE, in consideration of the premises and mutual covenants
herein contained in this Agreement, the parties hereby agree as follows:


1.       DEFINITIONS

         For purposes of this Agreement the following terms shall have the
         following meanings:

1.1      "Adverse Event" shall have the meaning set forth in 21 CFR 600.80.

1.2      "Affiliates" shall mean, with respect to a given party, any
         corporation, firm, partnership or other entity which directly or
         indirectly controls or is controlled by or is under common control with
         such party. For purposes of this Section 1.2, "control" shall mean
         direct or indirect ownership of greater than fifty percent (50%) of the
         equity having the power to vote on or direct the affairs of the entity.



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1.3      "Average Wholesalers' Price" ("AWP") for purposes of this Agreement
         shall mean the suggested wholesale price submitted by Biogen in
         responding to inquiries from commercial publishers of pricing
         information, as adjusted by Biogen from time to time in its sole
         discretion. In the event Biogen decides not to submit a suggested
         wholesale price to commercial publishers of pricing information, the
         parties shall meet to discuss a revised definition of AWP for purposes
         of this Agreement.

1.4      "Database" shall have the meaning set forth in Section 7.1.

1.5      "Facility" shall mean Nova Factor's facility located at 1620 Century
         Center Parkway, Suite 109, Memphis, TN or any other Nova Factor
         facility approved by Biogen prior to use by Nova Factor in connection
         with services to be provided under this Agreement.

1.6      "FDA" shall mean the United States Food and Drug Administration.

1.7      "Home Delivery Customers" shall mean multiple sclerosis patients in the
         Territory who want Product delivered to their homes or to such other
         residence, office or similar locations as they may specify, not
         including pharmacies.

1.8      "Nova Factor Collection Policy" shall have the meaning set forth in
         Section 5.1 (iv).

1.9      *

1.10     "Product" shall mean Biogen's AVONEX(R) (Interferon beta -1a) for the
         treatment of multiple sclerosis in the packaged form listed in Schedule
         A hereto, as amended from time to time by the parties.

1.11     "Specifications" shall mean the Product specifications attached hereto
         as Schedule B as amended by Biogen from time to time.

1.12     "SOP" shall mean the written standard operating procedures,
         specifications and instructions approved by both parties as the same
         may be amended from time to time by the parties.

1.13     "Territory" shall mean the United States of America.


2.       APPOINTMENT AS PREFERRED DISTRIBUTOR

         Subject to the terms and conditions contained in this Agreement, Biogen
         hereby appoints Nova Factor, and Nova Factor hereby accepts
         appointment, as a nonexclusive, preferred distributor of Product to
         Home Delivery Customers. Nova Factor shall not sell Product

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         other than to Home Delivery Customers without the prior written consent
         of Biogen. Biogen expressly reserves the right to appoint other
         distributors, to sell Product to wholesalers, pharmacy benefit managers
         and other third parties and to sell Product directly. Biogen shall
         provide Nova Factor with written notice at least thirty (30) days prior
         to the effective date of any agreement between Biogen and a third party
         under which Biogen grants the third party the right to sell Product to
         Home Delivery Customers which such notice shall specify the name of the
         third party.


3.       ORDERS, DELIVERY, FORECASTS

3.1      Orders. The parties hereto agree that, during the term of this
         Agreement, Nova Factor shall purchase Product from Biogen at the prices
         set forth in Section 8, and, subject to the right of Biogen to allocate
         supplies of Product under Section 3.9, Biogen shall supply Product to
         Nova Factor, for sale and distribution to Home Delivery Customers. Nova
         Factor shall order Product from Biogen in such quantities as are
         necessary to meet the demand for Product from Nova Factor's Home
         Delivery Customers. On average during any month, Nova Factor shall
         submit orders not more frequently than once per week. All orders shall
         be firm and Nova Factor shall not change or cancel an order without
         prior approval from Biogen. All purchases of Product by Nova Factor
         shall be on the terms and conditions set forth in this Agreement. No
         purchase order, invoice or other form shall be deemed to vary the terms
         of this Agreement.

3.2      Forecasts. To assist Biogen in managing its manufacturing operations,
         Nova Factor shall furnish to Biogen, on the first day of each month, a
         nonbinding forecast of Nova Factor's anticipated needs for Product for
         such month and the following five months. Each forecast shall represent
         Nova Factor's good faith best estimate of its Product needs.
         Notwithstanding anything herein to the contrary, if Biogen receives an
         order in any month which would cause the total amount ordered for such
         month to exceed the amount shown on the first forecast for such month,
         Biogen shall have the right, in its sole discretion, to reject the
         order.

3.3      Minimum Inventory. As soon as Nova Factor's inventory falls to a
         one-week supply of Product, Nova Factor shall submit an order to Biogen
         for an additional two (2) weeks' supply of Product, based on Nova
         Factor's most recent forecast.

3.4      Shipment by Biogen. Biogen shall ship Product to Nova Factor not more
         frequently than weekly FOB Biogen's warehouse facility. Biogen shall
         ship Product to Nova Factor by means of transportation (commercial
         truck or better) determined by Biogen and at Biogen's cost. While
         Biogen shall use reasonable efforts to avoid any delay in delivering
         Product on the delivery dates agreed upon by the parties, failure to
         deliver Product by the agreed upon date will not be sufficient cause
         for termination of this Agreement by Nova Factor as long as the delay
         does not extend beyond two (2) weeks from the agreed upon delivery
         date, nor will Biogen be liable to Nova Factor for late delivery.



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3.5      Storage and Handling of Product. Nova Factor shall unload each shipment
         of Product immediately upon receipt from Biogen in accordance with the
         applicable SOP. Nova Factor shall store Product in a refrigerated
         storage area at the Facility. Nova Factor shall notify Biogen prior to
         moving Product to another location for storage and distribution. Nova
         Factor shall use storage facilities and storage conditions for Product
         which comply with applicable SOPs. Nova Factor shall at all times
         handle and store Product in accordance with applicable SOPs. Nova
         Factor shall at all times comply with the information and
         recommendations communicated by Biogen in writing with respect to the
         storage, handling and shipment of Products, provided that if such
         information and recommendations are materially different than those
         included in the SOPs or otherwise set forth in this Agreement and
         result in a material increase in the costs incurred by Nova Factor in
         performing its obligations under this Agreement, the parties shall
         negotiate in good faith *. Nova Factor shall be responsible for all
         costs associated with storage, handling and shipment from the Facility
         of Product.

3.6      No Alteration. Nova Factor shall not alter Product packaging without
         Biogen's consent (except to remove Product from the shipping
         containers) and shall not alter Product labeling except to add a
         prescription label to Product.

3.7      Inspection of Product; Remedies and Procedures for Defects. Nova Factor
         shall carefully examine Products upon delivery and shall notify Biogen
         within one (1) business day of any nondelivery of a portion of a
         shipment or any defect in any Product which is reasonably discoverable
         upon visual inspection of the Product without unloading individual
         shipping units. Along with notice of any defect, Nova Factor shall
         furnish to Biogen a detailed description of the nature of the defect.
         Upon receipt of notice of any defect or nondelivery, Biogen, at its
         option, shall replace or repair any defective Product or issue Nova
         Factor a credit in the amount of the purchase price paid for any
         defective Product or replace or issue Nova Factor a credit in the
         amount of purchase price paid for any undelivered Product. Except as
         set forth in Section 16, the preceding sentence sets forth Biogen's
         sole liability with respect to Product defects reasonably discoverable
         upon visual inspection of the Product without unloading individual
         shipping units or with respect to Product that is not in accordance
         with Nova Factor's order and Section 9.1 sets forth Biogen's sole
         liability with respect to other Product defects and Biogen shall not be
         otherwise liable to Nova Factor. In the absence of written notice from
         Nova Factor to Biogen in accordance with the terms of this Section 3.7,
         a shipment of Products shall be deemed to have been delivered and
         accepted by Nova Factor as complete and in satisfactory condition. Nova
         Factor shall, at Biogen's request and expense, follow Biogen's
         instructions to return to Biogen or Biogen's third party disposal
         company any


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         Products delivered to Nova Factor which are not in compliance with the
         Specifications. Nova Factor shall cooperate with Biogen in
         investigating the cause of any defect in Product.

3.8      Title and Risk of Loss. Title to Product shall transfer to Nova Factor
         upon delivery of Product to the carrier for shipment to the Facility.
         Risk of loss of Product shall transfer to Nova Factor upon delivery of
         Product to the Facility.

3.9      Shortages. Notwithstanding anything herein to the contrary, in the
         event of a shortage of Product, Biogen reserves the right to allocate
         available supplies of Product in its sole discretion. If Biogen is not
         able to supply Product to Nova Factor in the quantities ordered by Nova
         Factor for more than twelve (12) weeks on any occasion during the term
         of this Agreement because of a Product shortage, Nova Factor shall have
         the right to terminate this Agreement for material breach under Section
         14.3 excluding the thirty (30) day cure period.


4.       CUSTOMER ORDERS AND HOME DELIVERY

4.1      Contact with Customers. Marketing and sales literature distributed by
         Biogen's sales force will contain a Biogen toll-free number as the
         point of contact for all potential and existing customers for Product.
         Biogen's customer service representatives shall include a description
         of the AVONEX(R) Direct Delivery program to potential customers of
         various purchase and delivery options for Product, and, if a potential
         customer expresses interest in Nova Factor's home delivery program, the
         Biogen customer service representative shall forward the call or direct
         the customer to Nova Factor. Biogen and Nova Factor shall mutually
         agree on the description of Nova Factor to be used by Biogen's customer
         service representatives. Biogen shall provide Nova Factor with a copy
         of the script used by Biogen's customer service representatives in
         describing Product distribution options to potential customers. Nova
         Factor shall maintain a telephone line dedicated to calls transferred
         from Biogen and to calls from customers for Product. Nova Factor shall
         answer all calls from customers for Product in accordance with a script
         mutually agreeable to Biogen and Nova Factor. If the customer has
         volunteered information to Biogen, Biogen shall transmit the
         information to Nova Factor. During initial customer contact, Nova
         Factor shall record information using the standard intake form approved
         by the parties. Nova Factor shall direct to Biogen's customer service
         operation all potential users of Product who contact Nova Factor
         directly in accordance with a script mutually agreeable to Biogen and
         Nova Factor.

4.2      Shipment to Customers.

         (a) Shipment. Nova Factor shall ship Product to customers at their
         homes or to any other residence, office or similar location designated
         by customer, not including pharmacies,



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         via Federal Express standard overnight delivery service or another
         mutually agreed to overnight carrier. Nova Factor shall package
         Products for shipment in insulated shipping units in accordance with
         the applicable SOP. Nova Factor shall use its best efforts to ship
         Products such that Product having the earliest expiration date is
         shipped first from available inventory. Nova Factor shall track each
         shipment of Product to customer and confirm receipt. If Product is not
         received by the intended customer, Nova Factor shall use reasonable
         efforts to track the missing shipment until found and, if found, shall
         retrieve the missing shipment. Any shipment not delivered to the
         intended recipient which is found shall be retrieved by Nova Factor
         and, if determined by Nova Factor to be unusable, shall be disposed of
         by Nova Factor, at Nova Factor's cost.

         (b) Timing. Except for initial shipments made to a customer's home or
         designated location and except where the customer's payor requires
         preapproval of subsequent shipments, Nova Factor shall, subject to
         Product availability, ship Product to a customer within 48 hours of
         receipt of an order. Nova Factor shall use reasonable efforts to obtain
         reimbursement clearance, if necessary, for anticipated subsequent
         orders from a customer prior to actual receipt of the subsequent order.
         Nova Factor shall ship each initial order and any subsequent order
         which requires reimbursement clearance to a customer's home or
         designated location within 48 hours of reimbursement clearance unless
         Biogen and Nova Factor have agreed upon a first shipment program. At
         Biogen's request, Biogen and Nova Factor shall work together to develop
         a first shipment program to allow shipment of initial quantities of
         Product to a patient prior to reimbursement clearance. If the parties
         have agreed upon a first shipment program, Nova Factor shall comply
         with the timelines for delivery of Product contained in the program.

4.3      Billing and Collection. Nova Factor shall be responsible for all
         billing and collection in connection with its sales of Product. Nova
         Factor shall not bundle sales of Product with other products or
         services, provided that Nova Factor may list Product on the same
         invoice with other products for the same customer if required by the
         customer's insurance provider, as long as the Product price and any
         negotiated discount from or allowance taken with respect to the Product
         price are listed separately. Nova Factor may bundle shipments of
         Product with other products for delivery to the same customer, provided
         that such bundling is covered by an SOP.

4.4      Costs and Expenses. Nova Factor shall be responsible for all costs
         associated with distribution and delivery of Products to its customers.


5.       REIMBURSEMENT-RELATED SERVICES

5.1      Reimbursement-related Procedures. To ensure a consistent, high level of
         services and to maintain consistency of communications with end-users
         of Product, the parties have agreed that Nova Factor will, as part of
         its commitment to its customers, provide the



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         following services for each potential or existing Nova Factor customer
         who contacts Nova Factor for home delivery of Product:

         (i)      Nova Factor shall collect the relevant insurance information
                  from each new customer who has insurance and shall obtain
                  confirmation of the existence and extent of insurance coverage
                  for Product from the customer's insurance provider or other
                  third party payor. Nova Factor shall use its best efforts to
                  confirm reimbursement coverage within one (1) week of receipt
                  of an order from a customer. Biogen understands that, despite
                  Nova Factor's best efforts, confirmation of reimbursement
                  coverage will often take longer than one (1) week.


         (ii)     Nova Factor shall accept assignment of benefits from each
                  customer with reimbursement coverage unless the customer's
                  insurance provider or other third party payor does not allow
                  assignment of benefits. To effect the assignment of benefits,
                  Nova Factor shall, within two (2) business days of initial
                  contact with each customer, provide to the customer the
                  applicable forms and instructions for assignment of benefits
                  and shall file the forms with the customer's insurance
                  provider or other third party payor at the time of Product
                  shipment and billing.

         (iii)    Upon receipt of the appropriate approval, Nova Factor shall
                  bill and submit the appropriate claims to each customer's
                  insurance provider, third party payor or other responsible
                  party, including Medicaid, but not including Medicare.

         (iv)     Consistent with applicable law and Nova Factor's standard
                  collection policy, a copy of which is attached hereto as
                  Schedule C (the "Nova Factor Collection Policy"), Nova Factor
                  shall use its best efforts to collect the amount allowed from
                  each customer's insurance provider or other third party payor,
                  and shall work with customers and negotiate with providers and
                  third party payors to maximize reimbursement coverage.

         (v)      Nova Factor shall bill patient co-payments, self-pays or
                  deductibles and shall use reasonable good faith efforts to
                  collect such payments consistent with applicable law and the
                  Nova Factor Collection Policy. Nova Factor shall provide
                  Biogen with a copy of any changes to the Nova Factor
                  Collection Policy prior to implementation of such changes.

         (vi)     Nova Factor shall make the intake coordinator function
                  available from 8:30 a.m. to 8:00 p.m., E.S.T., Monday through
                  Friday, except Nova Factor holidays, to answer customer,
                  insurance provider, third party payor and prescriber
                  reimbursement questions. Biogen will, in its sales and
                  marketing material, list Biogen's toll-free number as the
                  number for users of the Product to call with reimbursement
                  questions. When Biogen receives a telephone call from a Nova



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                  Factor customer with a reimbursement question, the Biogen
                  customer service representative will transfer the telephone
                  call to Nova Factor.

         (vii)    Nova Factor shall use its best efforts to resolve
                  reimbursement issues of customers who would like to purchase
                  Product from Nova Factor.

         (viii)   Biogen shall furnish to Nova Factor the criteria for
                  eligibility in Biogen's financial assistance program, and Nova
                  Factor shall direct potential customers who meet the criteria
                  to Biogen's customer service department and to Biogen's
                  assistance program administrator.

5.2      No Denial of Products. Nova Factor shall not deny Product to customers
         who do not have insurance or who have insufficient insurance coverage
         if the customer has the ability to self-pay.

5.3      Information to Biogen. At Biogen's request, Nova Factor shall provide
         to Biogen information regarding reimbursement policies for Product
         generated by Nova Factor in the course of providing services under this
         Agreement.

5.4      Costs and Expenses. Nova Factor shall be responsible for all costs
         associated with the services provided under this Section 5.

5.5      Compliance with Law. Nova Factor shall be responsible for assuring that
         the services provided under this Section are carried out in a manner
         consistent with applicable federal and state laws.


6.       OTHER SERVICES

6.1      Licensed Pharmacist. Nova Factor shall ensure that a licensed
         pharmacist, who is properly trained to answer Product-related questions
         or requests for emergency supplies of Product, is available by
         telephone (i) from 8:30 a.m. to 8:00 p.m. E.S.T., Monday through
         Friday, except Nova Factor holidays, for routine calls and (ii)
         twenty-four hours (24) per day for emergency calls. Biogen's customer
         service representatives will direct any appropriate calls from Nova
         Factor's customers received on Biogen's toll-free line to the Nova
         Factor pharmacist.

6.2      Contact Regarding Re-supply. Nova Factor shall, to the extent
         consistent with applicable federal and state pharmacy laws, contact
         each of its customers approximately one week before the customer's
         supply of Product, assuming proper administration, will be depleted to
         determine if the customer needs a new supply of Product.



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6.3      Inquiry Regarding Training. Upon receipt of an order from a new
         customer, Nova Factor shall inquire whether the customer has received
         Product administration training. If the customer has not received
         Product administration training or would like to receive additional
         training, Nova Factor shall direct the patient to Biogen's customer
         service department or such other contact as Biogen shall designate.

6.4      Materials. Nova Factor shall maintain an inventory of Product
         educational materials developed and provided by Biogen. Nova Factor
         shall, to the extent permissible under applicable laws, ship the
         materials as requested by Nova Factor's customers or by its customers'
         insurance providers or other third party payors. At Biogen's request,
         Nova Factor shall include in shipments of Product business reply cards,
         pamphlets or other informational material supplied by Biogen.

6.5      Follow-up. To the extent allowable under applicable law, Nova Factor's
         customer service representatives shall call each new customer one to
         three weeks after the customer has received an initial shipment of
         Product to check on the customer's progress. In checking on the
         customer's progress, Nova Factor shall use a script and checklist
         mutually agreeable to the parties. At Biogen's request, Nova Factor
         shall during its telephone conversations with customers conduct
         additional clinical efficacy and customer satisfaction surveys provided
         by Biogen and shall report the resulting information to Biogen in a
         manner consistent with any confidentiality restrictions. The parties
         shall negotiate, in advance, the fee for each additional survey
         initiated by Biogen.

6.6      Compliance with Law. Nova Factor shall be responsible for assuring that
         the services provided under this Section are carried out in a manner
         consistent with applicable federal and state laws, including state
         pharmacy laws.


7.       DATA AND REPORTS

7.1      Data. Nova Factor shall maintain in a separate, Biogen-specific
         database (the "Database") the information specified in Schedule D for
         each customer and each order. In addition, Nova Factor shall maintain
         in the Database information, by customer, regarding (i) *, (ii) *, and
         (iii) * requests Nova Factor to track to the extent that collection of
         such other information will not result in a material increase in the
         costs incurred by Nova Factor in performing its obligations under this
         Agreement.

7.2      Reports. Nova Factor shall generate and furnish to Biogen monthly and
         weekly reports from the Database as specified in Schedule D and such
         other reports as Biogen may from time to time reasonably request to the
         extent that generation of such other reports will not result in a
         material increase in the costs incurred by Nova Factor in performing
         its obligations under this Agreement. The reports shall identify
         customers only by number

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         and not by name. At Biogen's request, Nova Factor will deliver the
         reports specified under this Section electronically through a
         reasonably secure internet connection in a format mutually approved by
         both parties.


8.       PAYMENT

8.1      Purchase Price and Service Discount. Nova Factor shall purchase Product
         from Biogen at a price *. Nova Factor shall have sole responsibility
         and authority for determining the price at which it will sell Product
         to its customers.

8.2      Payment Due; Late Fee. All amounts due hereunder shall be payable by
         check to Biogen in United States funds. Biogen shall invoice Nova
         Factor for all amounts due hereunder. Payment by Nova Factor for all
         invoices dated on or after January 1, 2000 shall be due within * days
         from the date of the invoice. Invoices dated prior to January 1, 2000
         shall be paid in accordance with the terms of this Agreement in effect
         prior to January 1, 2000, Nova Factor shall pay interest on a per diem
         basis on any amounts past due at an annualized rate of one and one-half
         percent (1-1/2%) over the prime rate then in effect at Fleet Bank,
         Boston, Massachusetts.

8.3      Costs and Expenses. Except as otherwise expressly set forth herein,
         Nova Factor shall be responsible for all costs and expenses associated
         with fulfilling its obligations under this Agreement.

8.4      Taxes. All prices are exclusive of federal, state and local excise,
         sales, use and other taxes levied or imposed on the sale, shipment,
         delivery, ownership, possession or resale of Product or any other
         activities contemplated under this Agreement. Except for taxes on
         Biogen's income, Nova Factor shall be liable for and pay all taxes
         imposed in connection with the activities contemplated hereunder.

8.5      Records and Audits. During the term of this Agreement and for a period
         of three (3) years after termination or expiration of this Agreement,
         Nova Factor shall keep complete and accurate records of sales of
         Product in sufficient detail to enable Biogen to calculate and confirm
         *. Nova Factor shall permit Biogen, during the term of this Agreement
         and for a period of three (3) years after termination or expiration of
         this Agreement, to examine periodically, but not more than once per
         year during regular business hours, the books, ledgers and records of
         Nova Factor for any year for the purpose of and to the extent necessary
         to verify the information provided by Nova Factor *. The cost of such
         examination shall be borne by Biogen unless it shall be established by
         Biogen that, as a result of an error in information provided by Nova
         Factor, there was a miscalculation *.


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8.6      Financial Condition; Security Interest; Guaranty.

         (a)      Financial Condition. At any time when in Biogen's reasonable
                  opinion the financial condition of Nova Factor or its parent
                  company so warrants, or if Nova Factor fails to make payments
                  when due or otherwise defaults under this Agreement, Biogen
                  may alter terms of payment (including requiring full or
                  partial payment in advance of delivery), suspend credit, delay
                  or cancel shipping, request quarterly financial statements or
                  other financial information on an ongoing basis, or pursue any
                  remedies available at law or under this Agreement.

         (b)      Security Interest. Nova Factor hereby grants to Biogen a
                  security interest in all Products as security for all payments
                  to be made by Nova Factor and the performance in full by Nova
                  Factor of its other obligations under this Agreement together
                  with the right, without liability and with or without notice
                  to Nova Factor, to repossess Products in the event of default
                  with respect to any such obligations. Biogen recognizes that
                  Nova Factor has previously granted a security interest to its
                  bank and that Biogen will not have a first lien on the
                  Products. This Agreement shall constitute a security agreement
                  with respect to such security interest, and Nova Factor hereby
                  appoints Biogen as its attorney-in-fact solely for the purpose
                  of signing and filing on Nova Factor's behalf any financing
                  statements or other documents that may be necessary or
                  appropriate to perfect such security interest and Nova Factor
                  agrees to sign any such documents and to take any such actions
                  as Biogen may reasonably request with respect to perfection
                  and/or enforcement of such security interest.

         (c)      Parent Guaranty. In connection with this Agreement, Nova
                  Factor's parent corporation will execute a form of guaranty
                  mutually agreeable to the parties under which the parent
                  corporation agrees to guaranty the obligations of Nova Factor
                  under this Agreement in the event of default by Nova Factor.


9.       REPLACEMENTS AND RETURNS

9.1      Returns by Nova Factor. In the event Nova Factor returns or requests to
         return a Product, Nova Factor shall promptly notify Biogen and Biogen
         shall, upon return of Product, give Nova Factor a credit in the amount
         of the purchase price paid by Nova Factor for the returned Product,
         provided that the Product is returnable and returned under Biogen's
         then current Return Goods Policy, a copy of which Biogen shall furnish
         to Nova Factor, and provided that the reason for the return of the
         Product does not arise from (i) the negligence or intentional
         misconduct of Nova Factor or any of its agents or employees, (ii)
         failure of Nova Factor to follow applicable SOPs or to otherwise comply
         with the terms of this Agreement or (iii) misdelivery or loss of
         Product by a carrier used by Nova Factor. For any return of Product
         authorized by Biogen, Nova Factor shall send the



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         Product, or shall instruct customers to send the Product, to Biogen or
         Biogen's designated disposal company as specified and in the manner
         described in the then current Return Goods Policy.

9.2      Replacement Product. Nova Factor shall refer any Nova Factor customer
         who requests replacement product to one of Biogen's customer support
         specialists for authorization. Biogen's customer support specialists
         shall within thirty (30) days of the referral authorize the supply of
         replacement Product at no charge to a Nova Factor customer under
         appropriate circumstances as determined by Biogen. Biogen shall not
         authorize the supply of replacement Product to a Nova Factor customer
         at no charge if the need for replacement Product arises from (i) the
         negligence or intentional misconduct of Nova Factor or any of its
         agents or employees, (ii) failure of Nova Factor to follow applicable
         SOPs or to otherwise comply with the terms of this Agreement or (iii)
         misdelivery or loss of Product by a carrier used by Nova Factor. If
         Biogen determines not to supply replacement Product at no charge, Nova
         Factor may purchase the replacement Product at the prices and on the
         terms set forth in Section 8.

9.3      Return Goods Policy. Biogen may change its Return Goods Policy in its
         sole discretion, provided that if any change results in a material
         increase in the costs incurred by Nova Factor in performing its
         obligations under this Agreement, the parties shall meet *.

9.4      Costs and Expenses. Except as otherwise expressly set forth herein,
         Nova Factor shall be responsible for all costs and expenses associated
         with fulfilling its obligations under this Section 9.

9.4      Cooperation. Nova Factor shall cooperate with Biogen in investigating
         the need for any replacement Product or the reason for return of a
         Product by a Nova Factor customer.


10.      ADVERSE EVENT REPORTING AND CUSTOMER COMPLAINTS

10.1     Adverse Events. Nova Factor shall record and promptly report to Biogen
         any Adverse Events which come to the attention of Nova Factor in
         accordance with the relevant SOP provided by Biogen.

10.2     Other Customer Complaints. Nova Factor shall give notice by fax to
         Biogen's customer service department within two (2) business days of
         all customer complaints related to Product, other than Adverse Events,
         and all labeling and package insert issues, specifying the nature of
         the complaint or issue. Nova Factor shall send Biogen a monthly report
         describing all customer complaints, including complaints related to
         customer service. The parties shall mutually agree on Product
         information to be used by Nova Factor in addressing customer
         complaints, Adverse Events and labeling and package insert issues.

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10.3     Cooperation. Nova Factor shall cooperate with Biogen in responding to
         or investigating any customer complaints and Adverse Events.


11.      SUSPENSION OF DISTRIBUTION AND RECALLS

11.1     Suspension of Distribution. If requested by Biogen as the result of a
         problem with Product quality or a directive from the FDA, Nova Factor
         shall suspend distribution of Product. If the suspension continues for
         more than * and Nova Factor shall have the right to terminate this
         Agreement for material breach under Section 14.3 excluding the thirty
         (30) day cure period. In addition, any amounts payable on invoices
         pending during the period of the suspension shall not be due until the
         suspension has ended, and late fees and interest shall not be due for
         the period of the suspension.

11.2     Recalls. Biogen shall promptly notify Nova Factor of any recalls
         initiated by Biogen or required by the FDA. Upon receipt of notice of a
         recall from Biogen, Nova Factor shall immediately notify the affected
         customers. Biogen shall provide Nova Factor with the form of letter to
         be used in connection with notice of any recall which shall contain the
         appropriate instructions as to whether the customer should return or
         dispose of the affected Product. Biogen shall be responsible for the
         mailing, shipping and reasonable administrative expenses incurred by
         Nova Factor in connection with the recall as well as the cost of
         replacement Product for Nova Factor's customers, provided that the
         reason for the recall does not arise from (i) the negligence or
         intentional misconduct of Nova Factor or any of its agents or employees
         or (ii) failure of Nova Factor to follow applicable SOPs or to
         otherwise comply with the terms of this Agreement. Nova Factor shall
         cooperate in any recalls by providing relevant Product tracking
         information to Biogen.

11.3     Records. Nova Factor shall maintain for two (2) years after termination
         or expiration of this Agreement such information as shall be reasonably
         required by Biogen to effect a Product recall after termination or
         expiration of this Agreement, and shall make such information available
         to Biogen, at Biogen's request, in the event of such a recall.

11.4     Cooperation. Nova Factor shall cooperate with Biogen in investigating
         any Product failure which resulted in the need for a recall.


12.      REPRESENTATIONS, WARRANTIES AND COVENANTS OF NOVA FACTOR

12.1     Compliance. In performing its obligations under this Agreement, Nova
         Factor shall comply with all applicable laws and regulations, including
         federal and state pharmacy laws, laws relating to the disposal of
         pharmaceutical products and hazardous wastes, to the

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                                       13
<PAGE>   14

         extent disposal of Product is Nova Factor's responsibility under this
         Agreement, and all applicable professional and industry standards and
         good business practices.

12.2     Quality of Employees and Monitoring. Nova Factor shall use a dedicated,
         well-trained, knowledgeable team of employees to handle Product and to
         perform the services to be performed by Nova Factor under this
         Agreement. Subject to applicable laws, Biogen shall have the right to
         have an employee monitor from time to time Nova Factor's responses
         during telephone calls transferred from Biogen's customer support line,
         and Nova Factor shall cooperate with Biogen to enable such monitoring
         activities. The customer shall be notified at the beginning of a call
         to be monitored that monitoring for quality assurance purposes is to
         occur, each such notification to be in accordance with a script
         mutually agreeable to the parties.

12.3     *

12.4     Medicaid Provider Status. Nova Factor represents that it is currently
         eligible to participate as a provider in the Medicaid program in each
         state in the Territory except those states listed on Schedule F, and
         agrees to maintain such eligibility during the term of the Agreement.
         Nova Factor may amend Schedule F in its sole discretion to add
         additional states and shall provide Biogen with prompt notice of any
         such amendment, provided that Nova Factor shall not add any state to
         Schedule F unless the state has changed its laws to require an in-state
         pharmacy presence for eligibility in its Medicaid program. Nova Factor
         shall remove a state from Schedule F (and shall provide notice to
         Biogen of such removal) when the state no longer requires an in-state
         pharmacy presence for eligibility in the state's Medicaid program.

12.5     Actions. Nova Factor shall not take any action which would materially
         adversely affect its standing or that of Biogen in the industry or with
         respect to Product customer base or which would undermine the image of
         Product.

12.6     Quality Reviews. Nova Factor shall periodically, but not less
         frequently than once per year, perform written quality reviews of Nova
         Factor's performance in fulfilling its obligations under this
         Agreement, and shall provide Biogen with copies of such reviews. Nova
         Factor shall administer a validation checklist to each employee
         performing services related to Product upon completion of such
         employee's initial training and annually thereafter, and shall provide
         Biogen with copies of such checklists.

12.7     Licenses. Nova Factor represents that it now has and shall maintain in
         full force during the term of this Agreement all federal and state
         pharmacy, wholesaler and other licenses or approvals required by Nova
         Factor to fulfill its obligations under this Agreement, except as
         otherwise set forth in Section 12.4, and except that Nova Factor shall
         not be required

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                                       14
<PAGE>   15

         to maintain its licenses in any state which amends its laws and
         regulations to require an in-state pharmacy presence as a requirement
         for licensing if the new requirement would materially increase the
         costs incurred by Nova Factor in performing its obligations under this
         Agreement. Nova Factor shall provide Biogen with notice of any
         communications with pharmacy licensing boards or the FDA which relate
         to potential problems with facilities, operations or procedures used by
         Nova Factor in its distribution of Product, including notices of
         inquiries, investigations or inspections and resulting findings.

12.8     Limitation on Promotion. Nova Factor shall not make any performance
         claims or engage in any promotional activities with respect to Product
         except for the distribution of Product literature prepared by Biogen
         and any other activities expressly approved by Biogen.

12.9     Use of Trademarks. Nova Factor shall not use the trademarks or
         tradenames of Biogen except to the extent contained in Product
         literature provided by Biogen and on Product labels or as otherwise
         approved by Biogen.

12.10    Financial Statements. Nova Factor shall furnish to Biogen copies of
         quarterly and annual financial statements of Nova Factor (including
         balance sheet and income statements). Nova Factor shall promptly notify
         Biogen of any significant change to the business or financial condition
         of Nova Factor or its parent or any changes in its ownership or control
         or the control of its parent. The financial statements provided to
         Biogen by Nova Factor and its parent under this Section shall be
         treated by Biogen as confidential information of Nova Factor under
         Section 17.2, except to the extent publicly available.

12.11    Authority. Nova Factor represents that it has the authority to enter
         into this Agreement and that its execution of this Agreement and its
         performance of its obligations hereunder will not conflict with and is
         not prohibited by any other agreement to which Nova Factor is a party.

12.12    Limitation on Liability. In no event shall Nova Factor be liable for
         loss of profit or any other incidental or consequential damages of
         Biogen.

12.13    Customer Lists. In no event shall Nova Factor use the list of its
         Product customers except for purposes of performing services under this
         Agreement or as otherwise approved by Biogen. Nova Factor shall not
         make its Product customer list or any portion thereof available to any
         third party other than third party payors (with respect to their
         respective covered persons), its lender, or its auditors or attorneys.


13.      REPRESENTATIONS, WARRANTIES AND COVENANTS OF BIOGEN

13.1     Compliance with Law. Biogen shall be responsible for testing Product
         and ensuring that Product complies, when shipped to Nova Factor, with
         all applicable laws, regulations,



                                       15
<PAGE>   16

         directives and requirements of the FDA, including without limitation,
         packaging and labeling requirements, product warning requirements,
         product design and safety requirements and advertising requirements.

13.2     Use of Trademarks. Biogen shall not use the trademark or tradenames of
         Nova Factor except to the extent necessary for activities contemplated
         under this Agreement.

13.3     Warranty. Biogen warrants that, as of the date of shipment to Nova
         Factor, Product will conform to the Specifications, will not be
         adulterated or misbranded within the meaning of the Federal Food, Drug
         and Cosmetic Act and will not be articles which may not, under the
         provisions of the Act, be introduced into interstate commerce. THE
         WARRANTIES CONTAINED IN THIS SECTION 13.3 ARE IN LIEU OF ALL OTHER
         REPRESENTATIONS AND WARRANTIES. BIOGEN DISCLAIMS ALL OTHER WARRANTIES,
         EXPRESSED OR IMPLIED, INCLUDING WITHOUT LIMITATION ALL WARRANTIES OF
         MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Except as
         otherwise set forth in Section 16, Biogen's sole liability and Nova
         Factor's sole remedy for breach of warranty under this Agreement shall
         be for Biogen to repair or replace the defective Product or to credit
         Nova Factor's account in accordance with Section 3.7 and Section 9.1.
         In no event shall Biogen be liable for loss of profit or any other
         incidental or consequential damages of Nova Factor.

13.4     License. Biogen represents and warrants to Nova Factor that Biogen has
         a license from the FDA to market and sell Product in the Territory.

13.5     Authority. Biogen represents that it has the authority to enter into
         this Agreement and that its execution of this Agreement and its
         performance of its obligations hereunder will not conflict with and is
         not prohibited by any other Agreement to which Biogen is a party.


14.      TERM AND TERMINATION

14.1     Term. This Agreement shall become effective on the date hereof and,
         unless earlier terminated in accordance with this Section, shall
         continue in effect for an initial term of three (3) years from the
         effective date. The parties may extend this Agreement by mutual written
         agreement.

14.2     Voluntary Termination. Either party may terminate this Agreement for
         any reason, at any time upon ninety (90) days' prior written notice to
         the other party.

14.3     Termination for Breach. Either party may terminate this Agreement (i)
         for a material breach by the other party upon thirty (30) days' prior
         written notice unless the breaching party cures the breach within such
         thirty (30) day period or (ii) in the event of any



                                       16
<PAGE>   17

         proceedings, voluntary or involuntary, in bankruptcy or insolvency, by
         or against the other party, or the appointment with or without the
         other parties' consent of a receiver for such party.

14.4     Transition. Upon receipt or delivery of a termination notice by Nova
         Factor or ninety (90) days prior to expiration of this Agreement at the
         end of the term, as applicable, the parties shall begin to transition
         distribution of Product for Nova Factor's customers to a party to be
         designated by Biogen. Transition of distribution under this Section
         14.4 shall mean the following:

                  (i) Biogen shall as soon as possible begin referring Nova
                  Factor customers who contact Biogen's customer service
                  department to the designated distributor.

                  (ii) At Biogen's request, Nova Factor shall provide notice to
                  all of Nova Factor's customers of the change in distributors.

                  (iii) Nova Factor shall complete any reimbursement clearances
                  and Product shipments then underway, but otherwise shall refer
                  customers to the designated distributor.

                  (iv) Nova Factor shall transfer a copy of the Database and
                  customer information, including prescription files, to the
                  designated distributor, provided that if applicable patient
                  confidentiality laws prohibit transfer of the customers' name
                  to the designated distributor, Nova Factor shall transfer the
                  Database and customer information using customer numbers
                  instead of names, and shall notify customers of their
                  respective customer numbers.

                  (v) Nova Factor's obligation to order additional Product when
                  its inventory falls to a one-week supply shall cease and
                  Biogen shall repurchase any Product held in inventory by Nova
                  Factor on the date of termination at the price paid for the
                  Product by Nova Factor.

         After receipt of the termination notice and during the period
         thereafter ending six months after termination, Nova Factor shall use
         reasonable efforts to cooperate with Biogen in ensuring the smooth
         transition of the services provided by Nova Factor under this Agreement
         to the distributor designated by Biogen, provided that after
         termination of this Agreement, Biogen shall reimburse Nova Factor for
         its reasonable out-of-pocket, non-personnel-related expenses associated
         with such cooperation.

14.5     Survival. Sections 9, 10, 11, 12.13, 14.4, 15, 16, 17 and 21.7 shall
         survive termination or expiration of this Agreement.




                                       17
<PAGE>   18

15.      REGULATORY, INSPECTIONS, AUDITS

15.1     Information; Notices. Nova Factor shall provide to the FDA or, at
         Biogen's request, shall provide to Biogen all documents and information
         requested by the FDA or by Biogen in support of its regulatory filings.
         Copies of all documents to be provided to the FDA shall be provided to
         Biogen in advance, if practicable, or otherwise within two (2) business
         days of delivery to the FDA. Nova Factor shall notify Biogen
         immediately upon receipt of notice of any inspection by the FDA
         directed specifically toward Product, and Biogen shall have the right
         to have an employee present at any such inspection, if allowed by law.
         Nova Factor shall notify Biogen immediately of any notices, requests
         for information or other communications related to Product from the
         U.S. Department of Health and Human Services or any other government
         agency or any state healthcare program or other state agency and, to
         the extent permitted under applicable law, shall give Biogen copies of
         such communications.

15.2     Recalls, Returns or Investigations. Nova Factor shall provide to
         Biogen, at Biogen's request, any information reasonably required in
         connection with Biogen investigations relating to recalled or returned
         Product or any requests or investigations by or filings with
         governmental bodies, including the FDA or in support of Biogen's
         applications to the FDA. Nova Factor shall respond within two (2)
         business days to any reasonable requests for information by Biogen.

15.3     Audits and Inspections. Nova Factor shall from time to time submit to
         inquiries, audits and inspections by Biogen during normal business
         hours or at any other time during which the services being audited are
         ongoing. Biogen shall give Nova Factor a least two (2) business days'
         prior notice of any audit or inspection and shall bear the costs of
         such audit or inspection.


16.      INDEMNIFICATION

16.1     Biogen Indemnification of Nova Factor. Biogen shall at all times during
         the term of this Agreement and thereafter defend, indemnify and hold
         Nova Factor and its officers, directors, agents and employees harmless
         from and against any and all claims, suits, damages, liabilities, costs
         and expenses, including but not limited to court costs and reasonable
         attorneys' fees, incurred in connection with any third-party claim
         arising out of the use of any Product by an end-user, except to the
         extent caused by (i) the negligence or intentional misconduct of Nova
         Factor or any of its officers, directors, agents or employees or (ii)
         breach by Nova Factor of any of the terms of this Agreement or (iii)
         acts of Nova Factor or any of its officers, directors, agents or
         employees which are outside the scope of this Agreement.



                                       18
<PAGE>   19

16.2     Nova Factor Indemnification of Biogen. Nova Factor shall at all times
         during the term of this Agreement and thereafter defend, indemnify and
         hold Biogen and its officers, directors, agents and employees harmless
         from and against any and all claims, suits, damages, liabilities, costs
         and expenses, including but not limited to court costs and reasonable
         attorneys' fees, incurred in connection with any third-party claim
         arising out of (i) the negligence or intentional misconduct of Nova
         Factor or any of its officers, directors, agents or employees, (ii)
         breach by Nova Factor of any of the terms of this Agreement, or (iii)
         acts of Nova Factor or any of its officers, directors, agents or
         employees which are outside the scope of this Agreement.

16.3     Procedures. A party seeking indemnification under this Section shall
         give prompt notice of the claim to the other party and, provided that
         the indemnifying party is not contesting the indemnity obligation,
         shall permit the indemnifying party to control any litigation relating
         to such claim and disposition of any such claim, provided that the
         indemnifying party shall act reasonably and in good faith with respect
         to all matters relating to the settlement or disposition of any claim
         as the settlement or disposition relates to the parties being
         indemnified under this Section and the indemnifying party shall not
         settle or otherwise resolve any claim without prior notice to the
         indemnified party. The indemnified party shall cooperate with the
         indemnifying party in its defense of any claim for which
         indemnification is sought hereunder.


17.      CONFIDENTIALITY

17.1     Nova Factor Obligation. Nova Factor agrees to treat any confidential or
         proprietary information obtained from Biogen and any confidential or
         proprietary information generated by Nova Factor in performing its
         obligations under this Agreement, including customer lists, information
         regarding Biogen's pricing policies, information regarding
         reimbursement for the Product, information regarding the cost of
         providing services to Biogen and the information in the Database, and
         anything derived therefrom, (collectively, the "Biogen Information") as
         the confidential and exclusive property of Biogen, (except for the
         information in the Database which shall be joint property of Biogen and
         Nova Factor. subject to the limitations on Nova Factor's use of
         customer lists as set forth in Section 12.13), and agrees not to
         disclose any of the Biogen Information to any third party without first
         obtaining the written consent of Biogen. Nova Factor agrees that it
         will use any Biogen Information only for purposes of performing its
         obligations hereunder and for no other purpose without the prior
         written consent of Biogen. Nova Factor further agrees to take all
         practicable steps to ensure that the Biogen Information will not be
         used by its directors, officers or employees, except on like terms of
         confidentiality as aforesaid, and will be kept confidential by them.



                                       19
<PAGE>   20

         The above provisions of confidentiality shall not apply to that part of
         the Biogen Information which Nova Factor is able to demonstrate by
         documentary evidence:

         (a)      was in Nova Factor's possession prior to receipt from Biogen
                  and prior to being generated under this Agreement; or

         (b)      was in the public domain at the time of receipt from Biogen;
                  or

         (c)      became part of the public domain through no fault of Nova
                  Factor, its directors, officers or employees; or

         (d)      was lawfully received by Nova Factor from some third party not
                  disclosing the information on behalf of Biogen and having a
                  right of further disclosure; or

         (e)      is required by law to be disclosed, provided, however that
                  Nova Factor gives Biogen sufficient advance written notice to
                  permit Biogen to seek a protective order or other similar
                  order with respect to such Information.

         Nova Factor agrees that, at Biogen's request, it shall return to Biogen
         all parts of the Biogen Information existing in documentary form, not
         including pharmacy records and will, at Biogen's request, return or
         destroy any copies thereof made by Nova Factor, its directors, officers
         or employees except that Nova Factor shall retain a copy of the
         Database, subject to the ongoing obligation of confidentiality. Nova
         Factor shall not dispose of the information in the Database without
         first offering in writing, given at least sixty (60) days prior to such
         disposal, to deliver the information to Biogen.

17.2     Biogen Obligation. Biogen agrees to treat any confidential or
         proprietary information obtained from Nova Factor, (not including the
         Database, information about insurers' reimbursement policies with
         respect to Product and information used to calculate the *) and
         anything derived therefrom, (collectively, the "Nova Factor
         Information") as the confidential and exclusive property of Nova
         Factor, and Biogen agrees not to disclose any of the Nova Factor
         Information to any third party without first obtaining the written
         consent of Nova Factor, provided that Biogen may disclose Nova Factor
         Information to any third party providing reimbursement-related services
         to Biogen as long as the third party is obligated to Nova Factor to
         keep such information confidential. Biogen agrees that it will use any
         Nova Factor Information only for purposes of activities contemplated
         hereunder and for no other purpose without the prior written consent of
         Nova Factor. Biogen further agrees to take all practicable steps to
         ensure that the Nova Factor Information will not be used by its
         directors, officers or employees, except on like terms of
         confidentiality as aforesaid, and will be kept confidential by them.

         The above provisions of confidentiality shall not apply to that part of
         the Nova Factor Information which Biogen is able to demonstrate by
         documentary evidence:


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                                       20
<PAGE>   21

         (a)      was in Biogen's possession prior to receipt from Nova Factor;
                  or

         (b)      was in the public domain at the time of receipt from Nova
                  Factor; or

         (c)      became part of the public domain through no fault of Biogen,
                  its directors, officers or employees; or

         (d)      was lawfully received by Biogen from some third party not
                  disclosing the information on behalf of Nova Factor and having
                  a right of further disclosure; or

         (e)      is required by law to be disclosed, provided, however that
                  Biogen gives Nova Factor sufficient advance written notice to
                  permit Nova Factor to seek a protective order or other similar
                  order with respect to such Information.

         Biogen agrees that, at Nova Factor's request, it shall return to Nova
         Factor all parts of the Nova Factor Information existing in documentary
         form and will, at Nova Factor's request, return or destroy any copies
         thereof made by Biogen, its directors, officers or employees.

17.3     No Implied Licenses. Nothing contained herein shall be deemed to grant
         to either party any rights or licenses under any patent applications or
         patents or to any know-how, technology, inventions or other
         intellectual property rights of the other party.

17.4     Publicity. Notwithstanding anything to the contrary contained in
         Section 12.8, Nova Factor shall be permitted to disclose to potential
         and existing customers of Nova Factor as well as to potential
         purchasers of stock or assets of Nova Factor or other potential sources
         of capital (i) that Nova Factor distributes Product and performs
         services under agreements with Biogen and (ii) the general nature of
         the relationship with Biogen. Nova Factor shall also be permitted to
         make such public statements regarding its relationship with Biogen as
         may be required by law, regulation or by obligations pursuant to any
         listing agreement with any securities exchange. Nova Factor shall not
         disclose the terms of this Agreement to any third party or, except as
         expressly set forth in this Section, make any public announcement of
         the existence of its relationship with Biogen without the prior written
         consent of Biogen except to its auditors and lawyers or as required by
         law.

17.5     Length of Obligation. The obligations of the parties under this Section
         17 shall continue during the term of this Agreement and for a period
         ending five (5) years after termination or expiration of this
         Agreement.




                                       21
<PAGE>   22

18.      INSURANCE

         Nova Factor agrees (i) to obtain and maintain, while this Agreement is
         in effect, commercial general liability insurance, including product
         liability insurance, with coverage limits of not less than $1,000,000
         per occurrence and $3,000,000 in the aggregate, and (ii) not to cancel
         the insurance or reduce the coverage without giving at least thirty
         (30) days prior written notice to Biogen. Nova Factor shall cause
         Biogen to be a notice party on each insurance policy such that Biogen
         shall receive notice of any cancellation or change in the policy. At
         the request of Biogen, Nova Factor shall provide Biogen with a copy of
         a certificate of insurance to verify that insurance with the required
         coverage is in effect.


19.      TRAINING

         Nova Factor shall be responsible for insuring that the personnel
         handling Product, dealing with customers and payors and performing the
         services contemplated under this Agreement are properly trained to
         perform their functions. Biogen and Nova Factor will use a jointly
         prepared training manual and orientation program for Nova Factor and
         Biogen personnel to familiarize the personnel with the Product and the
         market.


20.      COMPETITIVE PRODUCTS

         As long as Nova Factor is * approved by Biogen, other than distributors
         authorized to sell to Medicaid customers in the states listed on
         Schedule F, Nova Factor shall not distribute, as a reseller or as a
         consignee, or provide reimbursement assistance with respect to, any
         products which compete with Product in the treatment of multiple
         sclerosis.


21.      MISCELLANEOUS

21.1     Binding; Assignment. This Agreement shall be binding upon and shall
         inure to the benefit of the parties hereto and their respective
         successors and assigns, provided that neither party shall have the
         right to assign this Agreement or its rights and obligations hereunder
         without the prior written consent of the other party, which such
         consent shall not be unreasonably withheld, except that Biogen may
         assign this Agreement or its rights and obligations hereunder to its
         Affiliates or successors in business who assume and agree to be bound
         by the terms hereof provided the entity has demonstrated financial
         ability to carry out Biogen's obligations hereunder.

21.2     Entire Agreement; Amendment. This Agreement and the Additional Services
         Agreement between the parties dated as of the date hereof constitute
         the entire and only agreement between the parties relating to the
         subject matter hereof, and all prior negotiations,



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                                       22
<PAGE>   23

         representations, agreements and understandings are superseded hereby,
         including the Original Agreement. No agreements amending, altering or
         supplementing the terms hereof may be made except by means of a written
         document signed by the duly authorized representatives of both parties.

21.3     Notices. Any notice required by this Agreement shall be given by
         prepaid, first class, certified mail, return receipt requested, or by
         air courier, hand delivery or facsimile, to the parties at the
         following addresses:


                  If to Biogen:

                           Biogen, Inc.
                           14 Cambridge Center
                           Cambridge, MA 02142
                           Attention: Vice President - Sales and Marketing
                           Fax:  (617) 679-2333
                           with a copy to Vice President-General Counsel
                           Fax: (617) 679-2617

                  If to Nova Factor, Inc:

                           Nova Factor, Inc.
                           1620 Century Center Parkway
                           Suite 109
                           Memphis, TN 38134
                           Attention: President
                           Fax: (901) 385-3666

                           with a copy to:

                           1640 Century Center Parkway
                           Suite 101
                           Memphis, Tennessee  38134
                           Attention: Thomas W. Bell, Jr., Esq.
                           Fax: (901) 385-3689

         Any notice sent under this Section shall be deemed delivered within
         five (5) days if sent by mail and within twenty-four (24) hours if sent
         by fax, courier or hand delivery.

21.4     Force Majeure. Neither party shall be liable for any failure or delay
         caused by fires, flood, earthquakes, peril of the sea, accidents,
         explosions, sabotage, strikes, or other labor disturbances (regardless
         of the reasonableness of the demands of labor), civil



                                       23
<PAGE>   24

         commotions, riots, invasions, wars, acts, restraints, requisitions,
         regulations, or directions of governmental authorities, shortages of
         labor, fuel, power, or raw material, inability to obtain equipment or
         supplies, inability to obtain or delays in transportation, acts of God,
         or any other cause beyond its reasonable control.

21.5     Headings. Headings included herein are for convenience only, and shall
         not be used to construe this Agreement.


21.6     Independent Parties. For the purposes of this Agreement, the parties
         shall be, and shall be deemed to be, independent contractors and not
         agents or employees of the other party. No 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 in writing.

21.7     No Publicity. Except as required by law, neither party shall use the
         name of the other party or of any employee of the other party in
         connection with any publicity without the prior written approval of the
         other party.

21.8     Severability. If any provision of this Agreement shall be found by a
         court to be void, invalid or unenforceable, the same shall either be
         reformed to comply with applicable law or stricken if not so
         conformable, so as not to affect the validity or enforceability of this
         Agreement, except if the principal intent of the Agreement is
         frustrated by such reformation or deletion in which case this Agreement
         shall terminate.

21.9     No Deemed Waiver. Failure of either party to enforce a right under this
         Agreement shall not act as a waiver of that right or the ability to
         later assert that right relative to the particular situation involved
         or to terminate this Agreement as a result of any subsequent default or
         breach.

21.10    Governing Law. This Agreement shall be construed and enforced in
         accordance with the laws of the Commonwealth of Massachusetts.

21.11    Arbitration. Unless waived by the parties, any dispute, controversy or
         claim between the parties arising out of or relating to this Agreement
         either during or after the term hereof (including the question as to
         whether any particular matter is arbitrable) shall be solely and
         finally settled by arbitration conducted in Memphis, Tennessee, if the
         arbitration is initiated by Nova Factor or in the Boston, Massachusetts
         metropolitan area, if the arbitration is initiated by Biogen, in
         accordance with the Commercial Arbitration Rules of the American
         Arbitration Association then in force (the "Rules"). The party
         requesting arbitration shall serve upon the other party to the
         controversy, dispute or claim a written demand for arbitration stating
         the substance of the controversy, dispute or claim, the contention of
         the party requesting arbitration, and the name and address of the
         arbitrator



                                       24
<PAGE>   25

         appointed by it. The recipient of such demand shall within twenty (20)
         days after such receipt appoint an arbitrator and notify the party
         requesting arbitration of the identity of the arbitrator so selected,
         and the two arbitrators shall appoint a third, and the decision or
         award of any two arbitrators shall be final and binding upon the
         parties In the event that the two arbitrators fail to appoint a third
         arbitrator within twenty (20) days of the appointment of the second
         arbitrator, either arbitrator, or any party to the arbitration, may
         apply to a judge of the United States District Court for the district
         in which the arbitration is held for the appointment of the third
         arbitrator and the appointment of such arbitrator by such judge or such
         application shall have precisely the same force and effect as if such
         arbitrator had been appointed by the two arbitrators. If for any reason
         the third arbitrator cannot be appointed in the manner prescribed by
         the preceding sentence, either regularly appointed arbitrator, or
         either party to the arbitration, may apply to the American Arbitration
         Association for appointment of the third arbitrator in accordance with
         the Rules. If the parties upon whom the demand for arbitration has been
         served fail or refuse to appoint an arbitrator within twenty (20) days,
         the single arbitrator shall have the right to decide alone, and such
         arbitrator's decision or award shall be final and binding upon the
         parties. The decision of the arbitrator shall be in writing and shall
         set forth the basis therefor. The parties shall abide by all awards
         rendered in arbitration proceedings, and all such awards may be
         enforced and executed in any court having jurisdiction over the party
         against whom enforcement of such award is sought. The party losing the
         dispute which was submitted to arbitration shall pay the administrative
         charges, arbitrator's fees, and related expenses of arbitration, and
         each parties legal fees incurred in connection with any such
         arbitration. This agreement to arbitrate shall be specifically
         enforceable under the prevailing arbitration law.

         IN WITNESS WHEREOF, the parties have executed this Agreement on the
date first above written.

BIOGEN, INC.                                 BIOGEN, INC.


By: /s/ Michael W. Bonney                    By: /s/ Darlene Romine
    ----------------------------------           -------------------------------
    Michael W. Bonney                            Darlene Romine
    Vice President - Sales and Marketing         Director of National Accounts


                                             NOVA FACTOR, INC.

                                             By: /s/ David D. Stevens
                                                 -------------------------------
                                                 Title:  Chairman





                                       25
<PAGE>   26

                                   Schedule A


                                    Products


*

































* - Confidential Treatment Requested


<PAGE>   27






                                   Schedule B

*





































* - Confidential Treatment Requested


<PAGE>   28




                                   Schedule C

                                        *







































* - Confidential Treatment Requested


<PAGE>   29



                                   Schedule D

                                Data and Reports




<PAGE>   30



                                   Schedule E


Pricing Discount




<PAGE>   31




                                   Schedule F


Exclusion for Medicaid Eligibility

*






* - Confidential Treatment Requested