Exhibit 4.2

[***] - INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL
TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE
COMMISSION PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES AND EXCHANGE
ACT OF 1934, AS AMENDED.

                              PSIONCOLOGY PTE. LTD.

                                     - and -

                      SINGAPORE GENERAL HOSPITAL PTE. LTD.

                                     - and -

                        SGH TECHNOLOGY VENTURES PTE. LTD

        ================================================================

                             COLLABORATION AGREEMENT

        ================================================================

<PAGE>

THIS AGREEMENT is made as of the 24th day of July 2002

BETWEEN:

1     PSIONCOLOGY PTE. LTD. a company  incorporated  under the laws of Singapore
      and whose  registered  office is at 80  Robinson  Rd,  #17-02,  Singapore,
      068898. ("PSIONCO"); and

2     SINGAPORE  GENERAL HOSPITAL PTE LIMITED a company  incorporated  under the
      laws of  Singapore  and whose  registered  office is at 11 Third  Hospital
      Avenue, #07-00 SNEC Building, Singapore 168751 ("SGH"); and

3     SGH TECHNOLOGY VENTURES PTE LIMITED a company  incorporated under the laws
      of Singapore with  registration  number  200205889D  and whose  registered
      office is at 11 Third Hospital  Avenue,  #07-00 SNEC  Building,  Singapore
      168751 ("SGHT").

PRELIMINARY

(1)   By a  Subscription  and  Shareholders  Agreement  between SGHT,  pSiMedica
      Limited (a company  incorporated under the name of Forceglass Limited on 5
      July, 2000 with a registered number 4027099 and whose registered office is
      at One, St. Paul's  Churchyard,  London EC4M 8SH)  ("PSIMEDICA"),  Biotech
      Research  Ventures  Pte Ltd (a  company  incorporated  under  the  laws of
      Singapore under number 200101402W of registered  office,  24a Duxton Hill,
      Singapore   089607  ("BRV"))  and  pSiOnco,   of  even  date  (the  "SHARE
      SUBSCRIPTION  AGREEMENT"),  it was agreed that SGHT and pSiOnco,  together
      with SGH would execute this Agreement upon its terms and conditions.

(2)   By a Patent and Know-how Licence  Agreement  between (1) pSiMedica and (2)
      pSiOnco of even date,  pSiMedica  granted  pSiOnco a limited licence under
      the pSiOnco Patents and pSiOnco Know-how to research,  discover,  develop,
      manufacture,  have manufactured,  use market and sell within the Field the
      pSiOnco Materials together with the right to grant sub-licences within the
      Field (the "PATENT AND KNOW-HOW LICENCE")


<PAGE>
                                      -2-


NOW IT IS HEREBY AGREED AS FOLLOWS:

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:

               "Agreement"    the terms and  conditions set out in this document
                              and any and all Schedules and Appendices  attached
                              to it as the same may be varied  from time to time
                              in   accordance   with  the  Change  of   Research
                              Programme Procedure;

               "Board"        the  board  of  directors  for the  time  being of
                              psiOnco;

               "Business
               Day"           a day other  than a  Saturday,  Sunday,  or public
                              holiday in Singapore;

               "Chairman"     the  chairman  of the  Joint  Research  Committee,
                              appointed   in    accordance    with   the   Share
                              Subscription Agreement;

               "Change"       a change to the Research Programme or the services
                              provided  in  accordance  with this  Agreement  to
                              which the Change of Research  Programme  Procedure
                              applies;

               "Change of
               Research
               Programme
               Procedure"     the procedure set out in Clause 14.1 to 14.3;

               "Chemotherapy
               Agents"        Generic  Chlorambucil or its generic  variants and
                              generic   5-Flourouracil   (5FU)  or  its  generic
                              variants and/or such other chemotherapy  agents as
                              agreed   with   pSiOnco   from  time  to  time  in
                              accordance  with the Change of Research  Programme
                              Procedure;

<PAGE>
                                      -3-


               "Commencement
               Date"          the date first written above;

               "Competent
               Authority"     any   local   or   national   agency,   authority,
                              department,   inspectorate,   minister,   ministry
                              official or public or  statutory  person  (whether
                              autonomous  or  not)  of  any  country  or of  any
                              government of any country having jurisdiction over
                              the  Agreement  or any of the  Parties or over the
                              development   or   manufacture   or  marketing  of
                              medicinal  products  including  but not limited to
                              the Health Sciences Authority of Singapore;

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

               "Field"        intra-tumoural radiotherapy using the Radiotherapy
                              Agents  and  chemotherapy  using the  Chemotherapy
                              Agents where the therapy is applied interstitially
                              within  the  tumour  (and not in any other  matter
                              parenterally or otherwise) which for the avoidance
                              of doubt avoids introduction via the vasculature;

               "Force
               Majeure"       in relation to any Party any event or circumstance
                              which is beyond  the  reasonable  control  of that
                              Party,  which that Party could not  reasonably  be
                              expected  to  have  taken  into   account  at  the
                              Commencement  Date and which  results in or causes
                              the failure of that Party to perform any or all of
                              its obligations under this Agreement  including an
                              act  of  God,   lightning,   fire,  storm,  flood,
                              earthquake,  accumulation  of snow or ice, lack of
                              water   arising  from  weather  or   environmental
                              problems,  strike,  lockout  or  other  industrial
                              disturbance  arising in relation to the work force
                              of a Third Party,  war,  terrorist act,  blockade,
                              revolution,  riot  insurrection,  civil commotion,
                              public demonstration,  sabotage, act of vandalism,
                              prevention  from or  hindrance in obtaining in any
                              way   materials,   energy   or   other   supplies,
                              explosion, fault or failure of plant or machinery,
                              governmental  restraint,  act of  legislature  and
                              directive or requirement of a Competent  Authority
                              governing  any Party,  provided that lack of funds
                              shall not be  interpreted  as a cause  beyond  the
                              reasonable control of that Party;

<PAGE>
                                      -4-



               "Group"        in relation to any person, being a corporate body,
                              that  person  any  "subsidiary"  thereof,  or  any
                              "holding  company" thereof or "subsidiary" of such
                              "holding  company" as defined in the Companies Act
                              Cap 50;

               "Intellectual
               Property"      copyright  and related  rights,  database  rights,
                              design rights,  trade marks, trade names,  service
                              marks,  domain  names,  Patent  Rights,  Know How,
                              Materials  and other  such  intellectual  property
                              rights  existing now or in the future  anywhere in
                              the world (whether  registered or not) and any and
                              all applications or renewals for such rights;

               "Joint
               Research
               Committee"     the committee established pursuant to Clause 4;

               "Know How"     unpatented technical and other information related
                              to or  useful  in the  Field  which  is not in the
                              public   domain   including,    ideas,   concepts,
                              inventions,     discoveries,    data,    formulae,
                              specifications,  information relating to Material,
                              procedures for  experiments  and tests and results
                              of   experimentation   and  testing,   results  of
                              research  and  development   including  laboratory
                              records and data analyses;

<PAGE>
                                      -5-


               "Material"     any chemical or biological  substances  related to
                              or useful in the Field including,  but not limited
                              to any:

                                (a)     organic or inorganic chemical element or
                                        compound;

                                (b)     amino acid, amino acid sequence, peptide
                                        or protein;

                                (c)     nucleotide   or   nucleotide    sequence
                                        including DNA and RNA sequences;

                                (d)     vector or construct  including plasmids,
                                        phages or viruses; or

                                (e)     assay or reagent;

               "Parties"      SGH,  pSiOnco  and  SGHT  and a  "Party"  shall be
                              construed accordingly;

               "Patent
               Rights"        to the  extent  related to or useful in the Field,
                              patent applications, patents, author certificates,
                              inventor   certificates,   utility   certificates,
                              improvement patents and models and certificates of
                              addition and all foreign  counterparts of them and
                              includes all divisions,  renewals,  continuations,
                              continuations-in-part,    extensions,    reissues,
                              substitutions,    confirmations,    registrations,
                              revalidations and additions of or to them, as well
                              as any supplementary  protection  certificate,  or
                              like  form  of  protection,   in  respect  thereof
                              existing  now or in  the  future  anywhere  in the
                              world;

<PAGE>
                                      -6-


               "pSiOnco
               Intellectual
               Property"      the pSiOnco  Patent  Rights,  pSiOnco Know How and
                              pSiOnco Material;

               "pSiOnco
               KnowHow"       the Know How in the Field  owned by or licensed to
                              pSiOnco as set out in Schedule 2;

               "pSiOnco
               Material"      the Materials in the Field owned by or licensed to
                              pSiOnco as set out in Schedule 3;

               "pSiOnco
               Patent
               Rights"        the  Patent  Rights  in  the  Field  owned  by  or
                              licensed  to pSiOnco as set out in  Schedule 4 and
                              all Patent Rights arising therefrom;

               "Programme
               Intellectual
               Property"      Any   Intellectual   Property   arising  from  the
                              Research  Programme  carried  out by the  Research
                              Group during the Research Term;

               "Radiotherapy
               Agents"        isotopes of  Phosphorous  and  isotopes of Yitrium
                              and/or such other  agents as agreed  with  pSiOnco
                              from time to time in accordance with the Change of
                              Research Programme Procedure;

               "Research
               Group"         that  part  of  the  Department  of   Experimental
                              Surgery at SGH which is  undertaking  the Research
                              Programme  and  which is  directed  by Dr.  Pierce
                              Chow;

               "Research
               Programme"     the programme of research set out in Schedule 1 as
                              may be  amended  from  time to time in  accordance
                              with the Change of Research Programme Procedure;

<PAGE>
                                      -7-


               "Research
               Term"          the period  during  which the  Research  Programme
                              will be  undertaken  as set out in  Clause  3.1 or
                              such other  period as may be amended  from time to
                              time in  accordance  with the  Change of  Research
                              Programme Procedure;

               "SGHT
               Intellectual
               Property"      the Intellectual  Property owned by or licensed to
                              SGHT and SGH as set out in Schedule 5; and

               "Third
               Party"         any entity or person  other than the  Parties or a
                              member of a Party's Group.


       1.2    In this Agreement:

              1.2.1  unless the context otherwise requires,  all references to a
                     particular  clause or schedule shall be a reference to that
                     clause or  schedule  in or to this  Agreement  as it may be
                     amended from time to time pursuant to this Agreement;

              1.2.2  the  table  of  contents  and  headings  are  inserted  for
                     convenience  only and shall be ignored in  construing  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, organisation
                     or  other  entity,  in  each  case  whether  or not  having
                     separate legal personality;

              1.2.5  the words  "include",  "included" or "including"  are to be
                     construed  without  limitation  to  the  specifics  of  the
                     subsequent words;

<PAGE>
                                      -8-


              1.2.6  reference  to  any  statute  or  regulation   includes  any
                     modification or re-enactment of that statute or regulation;
                     and

              1.2.7  references  to each of pSiOnco,  SGH and SGHT shall include
                     references to each of their  permitted  successors in title
                     and assigns.

2.     RESEARCH LICENCES

       2.1    SGHT and SGH hereby  grants to pSiOnco  and SGH any and all rights
              and  permissions  required to  undertake  the  Research  Programme
              whether at the premises of SGH or elsewhere including any licences
              required under any and all SGHT  Intellectual  Property and to the
              extent  that  the  use  of  such  SGHT  Intellectual  Property  is
              necessary to research,  develop,  manufacture,  have manufactured,
              use,  market and sell the Programme  Intellectual  Property,  SGHT
              hereby grants pSiOnco a royalty-free, perpetual licence to use the
              SGHT Intellectual Property for such purposes.

       2.2    pSiOnco  hereby  grants to SGH a  non-transferable,  royalty free,
              non-exclusive  licence under the pSiOnco Intellectual Property and
              any Programme  Intellectual  Property assigned to pSiOnco pursuant
              to Clause 7.1 for the purpose of  carrying  out SGH's tasks in the
              Research Programme within the Field.

3.     RESEARCH PROGRAMME

       3.1    SGH  hereby   undertakes  to  provide  the  services  required  to
              undertake the Research Programme as set out in Schedule 1 (subject
              to any variation  thereto  agreed in writing by SGH and pSiOnco in
              accordance with the Change of Research  Programme  Procedure) with
              all  reasonable  skill and care for a period  of twenty  four (24)
              months from the Commencement Date (the "RESEARCH TERM");

       3.2    In connection with the provision of the services under this Clause
              3 SGH  shall  only use such  employees  or  persons  as have  been
              approved in advance in writing by pSiOnco for these purposes,  and
              SGH  shall  provide  pSiOnco  with  copies of the  resumes  of its
              employees who are to undertake any part of the Research  Programme
              and form part of the Research  Group.  For the  avoidance of doubt
              pSiOnco agrees to the use of the individuals identified by name as
              approved in Schedule 1 who shall form the initial Research Group;

<PAGE>
                                      -9-


       3.3    SGH shall  ensure  that all  employees  or persons  used by SGH to
              perform the Research  Programme  (including,  without  limitation,
              those  in  the  Research  Group)  shall  be  bound  by  provisions
              equivalent  to  those  regarding   confidentiality   (Clause  10),
              publications  (Clause 11),  non-compete (Clause 9.2) and ownership
              of intellectual property (Clause 7) as set out in this Agreement .

       3.4    Each of SGH and pSiOnco  shall keep or cause to be kept  Documents
              relevant  to the  Research  Programme,  such  Documents  shall  be
              maintained separately by SGH from records and notebooks of results
              which are not part of the Research Programme;

       3.5    Unless  otherwise  agreed  between  SGH and  pSiOnco  in  writing,
              neither SGH nor pSiOnco  shall be under any  obligation to provide
              additional  resource or facilities in connection with the Research
              Programme over and above that agreed  pursuant to this Clause 3 or
              as set out in the Research Programme;

       3.6    pSiOnco  acknowledges  that  SGH  is  in  receipt  of  funds  from
              charitable and  governmental  organisations  to carry out research
              and that SGH is  contractually  obliged to carry out that research
              in  accordance  with the relevant  terms of that  funding.  In the
              light of this,  pSiOnco agrees that those  employees of SGH funded
              by the said non-commercial  organisations  shall, at all times, be
              free to pursue the research for which they have been funded and so
              long as research  conducted by members of the Research  Group does
              not conflict with or reduce or in any way diminish any proposed or
              anticipated  contribution  by the  Research  Group to the Research
              Programme.

       3.7    If either of SGH or pSiOnco requires a licence to any Intellectual
              Property owned by a person other than the Parties or any member of
              a Party's Group for the purposes of the Research  Programme,  this
              shall first be discussed by the Joint Research  Committee,  but no
              Party shall enter into a licence  for that  Intellectual  Property
              without  the prior  consent of  pSiOnco.  To the extent  that such
              Intellectual  Property  is owned by a Party  but not  licensed  to
              either SGH or pSiOnco pursuant to this Agreement,  then that Party
              shall, do, or procure to be done, all further acts and execute and
              deliver,  procure to be executed and  delivered,  all such further
              documents and instruments as shall be required in order for SGH or
              pSiOnco to use such Intellectual Property.  Neither Party shall be
              in breach of this  Agreement  where it is unable to carry out part
              of the Research  Programme because to do so without such a licence
              would infringe the Intellectual  Property rights of a person other
              than  the  Parties  unless  they  were  aware of the need for such
              licence at the date of this Agreement.

<PAGE>
                                      -10-


       3.8    SGH shall not delegate to any third party the  performance  of the
              Research Programme without the prior written consent of pSiOnco;

       3.9    SGH shall have no power to enter into any  agreement or accept any
              commitments, liability or similar on behalf of pSiOnco.

4.     JOINT RESEARCH COMMITTEE

       4.1    Immediately  following  the  execution of this  Agreement  SGH and
              pSiOnco shall establish the Joint Research Committee in accordance
              with Clause 4.3 to oversee and manage the Research Programme.

       4.2    The Joint Research  Committee will provide a framework for project
              management  and   communication   between   pSiOnco  and  SGH.  In
              particular, the Joint Research Committee shall:

              4.2.1  subject to the  provisions of this  Agreement and the Share
                     Subscription Agreement allocate the work under the Research
                     Programme as appropriate (taking into account the manpower,
                     facilities  and  equipment  available  to  each  of SGH and
                     pSiOnco);

              4.2.2  monitor  progress  against  the agreed  milestones  and the
                     timetable of the Research Programme;

              4.2.3  promote  and ensure  the due  performance  of the  Research
                     Programme;

<PAGE>
                                      -11-


              4.2.4  advise and assist in the  resolution  of any  scientific or
                     technical  difficulties which are experienced by either SGH
                     or pSiOnco personnel engaged on the Research Programme;

              4.2.5  review the results of the Research Programme with a view to
                     identifying   any   patentable   inventions   and  consider
                     opportunities for publications and patent filings,  subject
                     to  the   provisions  of  this   Agreement  and  the  Share
                     Subscription Agreement;

              4.2.6  prepare quarterly reports for submission to the Board, and

              4.2.7  subject  always to  Clause 2  propose  to the Board and SGH
                     amendments to the Research  Programme  from time to time as
                     may be  necessary  or  desirable  which  shall be agreed in
                     accordance with the Change of Research Programme Procedure;

PROVIDED  ALWAYS that the Joint Research  Committee  shall have no power to bind
either  pSiOnco or SGH and  decisions  reached  by it shall be  treated  only as
proposals  or  recommendations  to the  Board  of  pSiOnco  and  to  SGH  unless
specifically agreed otherwise in writing.

4.3    The Joint  Research  Committee  shall be  established  and run by SGH and
       pSiOnco as follows:-

       4.3.1  The  Joint  Research  Committee  shall  comprise  six (6)  members
              ("Members")  comprising  three (3) appointees from each of SGH and
              pSiOnco. The initial Members of the Joint Research Committee shall
              be as follows:

              SGH MEMBER                         PSIONCO  MEMBER

              Pierce Chow                        Leigh Canham

              Kai Zhang                          Steve Connor

              Robert Tech Hin                    Roghieh Safie

<PAGE>
                                      -12-


       4.3.2  In addition to the three SGH Members SGH may invite an employee or
              representative  of SGH (an  "INVITEE")  to  meetings  of the Joint
              Research  Committee if in SGH's  opinion the  attendance  of a SGH
              employee or representative is desirable in relation to one or more
              items on the agenda of the relevant  meeting or for the purpose of
              properly advising SGH in relation to matters under this Agreement.
              Prior to any such meeting SGH shall  inform  pSiOnco in writing of
              the SGH employee or representative who will be in attendance.

       4.3.3  In addition to the three  pSiOnco  Members,  pSiOnco may invite an
              additional employee or representative of pSiOnco (an "INVITEE") to
              meetings of the Joint Research  Committee if in pSiOnco's  opinion
              the  attendance  of such  pSiOnco  employee or  representative  is
              desirable  in  relation  to one or more items on the agenda of the
              relevant  meeting or for the  purpose of  properly  advising it in
              relation  to  matters  under  this  Agreement.  Prior  to any such
              meeting  pSiOnco  shall  inform  SGH in  writing  of  the  pSiOnco
              employee or representative who will be in attendance.

       4.3.4  Each of SGH and  pSiOnco  shall be  entitled  to remove any Member
              appointed  by it and to  appoint  any  person  to  fill a  vacancy
              arising from the removal or retirement of such Member.  Each Party
              shall give the others prior written notice of any proposed changes
              in the identity of their Members.

       4.3.5  The Parties  shall use all  reasonable  endeavours  to ensure that
              their  appointed  Members  and/or  Invitees  are  of  a  level  of
              expertise  and seniority to deal with the issues that may arise in
              connection with the Research Programme.

       4.3.6  The Joint Research  Committee  shall meet forthwith  following the
              Commencement  Date and thereafter  shall hold regular  meetings at
              intervals  of not more than four (4) months and at any time during
              normal  business  hours on any  Business  Day upon the  request of
              either SGH or pSiOnco.

<PAGE>
                                      -13-


       4.3.7  The venue for all meetings shall be in Singapore, unless otherwise
              agreed,  in which case (where the  meeting  does not take place in
              Singapore at the request of pSiOnco) pSiOnco shall bear all travel
              and subsistence costs incurred by SGH's Members in connection with
              their  attending the meeting in question.  A Member or Invitee may
              attend by  telephone  or video  conference  provided  that all the
              Members present can hear all parts of the proceedings.

       4.3.8  At least fourteen (14) days' written notice of each meeting of the
              Joint  Research  Committee  shall be given to each  Member  by the
              Party convening the meeting.

       4.3.9  The quorum for meetings of the Joint Research  Committee  shall be
              four (4) Members  provided  at least two (2) Members  from each of
              SGH and pSiOnco are  present.  Members may be  represented  at any
              meeting  by  another  Member  designated  in writing by the absent
              Member.  Members  attending by  telephone  or by video  conference
              shall for the avoidance of doubt count in the quorum.

       4.3.10 The  chairman of the Joint  Research  Committee  (who shall be the
              research  director of the Research Group or in his absence another
              member of the Joint Research  Committee)  shall be responsible for
              the  preparation  of the  minutes  of each  meeting  of the  Joint
              Research Committee. A copy of the minutes of each meeting shall be
              sent to each  of the  Members  within  fourteen  (14)  days of the
              meeting  which they  record.  The minutes  for a meeting  shall be
              approved by the Joint Research Committee at the next meeting.

       4.3.11 The  Chairman  of  the  Joint  Research  Committee  or  his or her
              designate shall prepare quarterly reports during the Research Term
              summarising  in  reasonable  detail the  results  of the  Research
              Programme  during the  preceding  quarter.  Copies of such reports
              shall  be sent  to the  Parties  within  30 days of the end of the
              quarter to which they relate.

<PAGE>
                                      -14-


5.     RESEARCH FUNDING

       5.1    As a  contribution  to SGH's costs for  carrying  out its allotted
              tasks under the Research Programme, pSiOnco shall make payments to
              SGH in  accordance  with  the  Research  Plan  costs  outlined  in
              Schedule 1.

       5.2    All payments  shall be made by pSiOnco in  Singapore  dollars on a
              quarterly  basis upon  submission  of a valid invoice by SGH. Such
              payments shall be made directly to SGH as directed by SGH.

       5.3    SGH shall apply the payments  received  from  pSiOnco  pursuant to
              Clause 5.1  exclusively  for the sole  purpose of carrying out the
              Research Programme.

6.     ACADEMIC COLLABORATIONS

       6.1    The  Parties  acknowledge  that  it  may  be  desirable  to  forge
              collaborative  links with Third Party  academic  groups to support
              the  Research  Programme.  In the  event  that  SGH  desires  such
              collaboration,  the  opportunity  in question shall be referred to
              the Board for approval of any such  collaboration.  pSiOnco  shall
              not unreasonably  hinder the establishment of such links where the
              Third Party in question is willing to enter into the collaboration
              on  reasonable  terms and where the  results of such  Third  Party
              collaboration will be available to pSiOnco within the framework of
              the Research  Programme.  SGH shall not, without the prior written
              consent of pSiOnco,  encumber any Programme  Intellectual Property
              in any such academic collaboration.

       6.2    In the event that pSiOnco desires a collaboration  between SGH and
              a Third Party,  the  opportunity  in question shall be referred to
              the Chief Executive of SGH for written  approval and SGH shall not
              unreasonably  hinder the  establishment  of such  links  where the
              Third Party in question is willing to enter into the collaboration
              on  reasonable  terms and where the  results of such  Third  Party
              collaboration will be available to pSiOnco within the framework of
              the Research  Programme.  SGH shall not be under any obligation to
              accept such a  collaboration  which by way of such a collaboration
              with a Third  Party  significantly  alters  SGH's  obligations  to
              pSiOnco as detailed in this Agreement.

<PAGE>
                                      -15-


       6.3    Each Party shall  ensure that no  Documents  are  published by any
              Third Party collaborator unless in accordance with Clause 11.

7.     OWNERSHIP AND MANAGEMENT OF INTELLECTUAL PROPERTY

       7.1    SGH and SGHT hereby assign by way of present and future assignment
              with full title guarantee and free from charges,  liens, mortgages
              or other  encumbrances of any kind to hold unto pSiOnco absolutely
              all their interests in and to any Programme  Intellectual Property
              and the full and exclusive benefits thereof and rights, privileges
              and advantages associated with them including:

              7.1.1  the full  right to apply for and  obtain  patents  or other
                     forms of  protection  in  respect of all or any part of the
                     Programme Intellectual Property throughout the world;

              7.1.2  the right to claim  priority  from the  patent  application
                     included  with  any  programme   Patents  under  the  Paris
                     Convention (as amended) when making such applications;

              7.1.3  the   right   to   file   divisional,    continuation   and
                     continuation-in-part   applications  in  its  own  name  in
                     respect  of  subject  matter  described  in  the  Programme
                     Patents; and

              7.1.4  the right to recover,  and take all such proceedings as may
                     be necessary for the recovery of, damages or other forms of
                     relief  in  respect  of  all  infringements  of  rights  in
                     Programme   Intellectual   Property  or  any  other  rights
                     assigned under this  Agreement  matters taking place before
                     or after the Commencement Date.

       7.2    SGH and SGHT  hereby  agree to do or  procure to be done all other
              acts and to execute  and deliver all such  further  documents  and
              instruments  as shall  be  required  to give  full  effect  to the
              assignment  under  Clause 7.1 or the  recording by pSiOnco of such
              assignment  including  by signing  any  documents  required by any
              national patent office or other equivalent registry.

<PAGE>
                                      -16-


       7.3    The  prosecution,  maintenance,  defence  and  enforcement  of the
              Programme  Intellectual  Property shall be the  responsibility  of
              pSiOnco  save that  pSiOnco  shall give copies of all  significant
              documents  relating  to the same to SGH and SGHT in order that SGH
              and SGHT may keep  records of all relevant  events  related to the
              Programme Intellectual Property.

8      CONSIDERATION

8.1    Subject  to  the  provisions  of the  Share  Subscription  Agreement,  on
       achievement  of a milestone (as detailed in Clauses 8.1.1 to 8.1.3 below)
       within the Research Term plus six months, SGHT together with BRV shall be
       entitled  to  subscribe  for the  further  number of  ordinary  shares in
       pSiOnco  set out in  Clauses  8.1.1 to 8.1.3  below  (in the ratio of two
       thirds to SGHT and one third to BRV) [***]:

       8.1.1  [***] on completion of pre-clinical studies leading to approval by
              the Ethics  Committee or any other  appropriate  committee for the
              first trial in humans;

       8.1.2  [***] on completion of the first clinical trial to test for safety
              in a human; and

       8.1.3  [***] on completion of the first clinical trial to demonstrate for
              efficacy in a human.

8.2    The  subscription  price per share for such  further  tranches  of shares
       shall be [***].

8.3    Such shares issued in accordance  with this Clause 8 will be held subject
       to and in accordance with the Share Subscription  Agreement and pSiOnco's
       articles of association.

8.4    For the  avoidance  of  doubt  SGHT  and BRV  shall  not be  entitled  to
       subscribe for any shares under this Clause 8 in respect of the successful
       achievement of (a) particular  milestone(s) if such milestone(s) have not
       been  achieved  before  the expiry of the  Research  Term plus six months
       unless otherwise agreed by pSiOnco.

8.5    The  number  of  shares  referred  to in this  Clause 8 and the par value
       referred  to in  Clause  8.2 shall be  adjusted  to take  account  of any
       sub-division or consolidation of the ordinary share capital of pSiOnco.

<PAGE>
                                      -17-


9.     WARRANTIES AND LIABILITY

       9.1    Each Party represents and warrants to the other Parties that:

              9.1.1  it has legal power,  authority and right to enter into this
                     Agreement and to perform its respective  obligations and to
                     grant and/or assign the rights hereunder;

              9.1.2  it  is  not  at  the  Commencement  Date  a  party  to  any
                     agreement,  arrangement  or  understanding  with any  Third
                     Party which in any material way prevents it from fulfilling
                     any of its material obligations hereunder;

              9.1.3  this  Agreement  has been duly  authorised,  executed,  and
                     delivered  by  that  Party  and is a  valid,  binding,  and
                     legally enforceable obligation of that Party;

              9.1.4  no consent, approval,  authorisation, or order of any court
                     or  governmental   agency  or  body  is  required  for  the
                     consummation  of  the  transactions  contemplated  by  this
                     Agreement; and

              9.1.5  all Intellectual  Property  generated by the Research Group
                     during  the  course  of the  Research  Programme  will vest
                     automatically  by  operation  of  law  or  pursuant  to the
                     relevant  Research Group member's contract of employment in
                     the Party employing the relevant Research Group member.

       9.2    SGH warrants that the Research  Group will not during the Research
              Term  collaborate  in the Field with any  commercial  Third  Party
              without the prior written consent of pSiOnco.

       9.3    Save as  provided  in  Clauses  9.1 and 9.2,  no Party  gives  any
              representation or warranty to any other Party that the performance
              of this  Agreement  will not  result  in the  infringement  of any
              rights, including Intellectual Property, vested in a Third Party.

       9.4    No Party  shall be liable  to any other  Party,  or  members  of a
              Party's  Group or that Party's  sub-licensees  in contract,  tort,
              negligence,  breach of statutory  duty or otherwise  for any loss,
              damage,  cost or expense of an  indirect or  consequential  nature
              (including  any economic loss or other loss of turnover,  profits,
              business or goodwill)  arising out of or in  connection  with this
              Agreement or the subject matter of this  Agreement  whether or not
              that Party had been advised of the possibility of such loss.

<PAGE>
                                      -18-


       9.5    Nothing in this Agreement  shall be construed as a  representation
              made or  warranty  given by any Party that any  patent  will issue
              based upon any pending patent application  included in the pSiOnco
              Patents or the Programme  Intellectual  Property,  that any patent
              included  in the  pSiOnco  Patents or the  Programme  Intellectual
              Property  which  issues  will be  valid,  or  that  the use of any
              pSiOnco Patents or the Programme  Intellectual Property or pSiOnco
              Know How will not infringe the patent or proprietary rights of any
              other  person.  Furthermore,  pSiOnco makes no  representation  or
              warranty, express or implied, with respect to the pSiOnco Patents,
              pSiOnco Know How or the Programme Intellectual Property, including
              without limitation, any warranty of merchantability or fitness for
              a particular purpose.

       9.6    Except as provided in this Agreement all Materials provided by any
              Party and data  generated by or on behalf of that Party under this
              Agreement  are provided  without any  representation  or warranty,
              express or  implied,  including  without  limitation  any  implied
              warranty of  merchantability or fitness for any particular purpose
              or any warranty that the use of the materials will not infringe or
              violate  any  patent  or other  proprietary  rights  of any  other
              person.

       9.7    Nothing in this Agreement  shall be construed as a  representation
              made or  warranty  given  by any  Party to fund  any  research  or
              development other than as set out in the Research Programme.

10.    CONFIDENTIALITY

       10.1   Each  Party  undertakes  and agrees not at any time for any reason
              whatsoever  to  disclose  or permit to be  disclosed  to any Third
              Party or otherwise make use of or permit to be made use of (except
              as  expressly  permitted  pursuant to this  Agreement),  any trade
              secrets or confidential information relating inter alia to another
              Party's technology  (including the Intellectual  Property licensed
              by either party pursuant to this Agreement to the extent that such
              Intellectual  Property  has not been  published)  or the  business
              affairs  or  finances  of  another  Party or a member  of  another
              Party's  Group,   sub-licensee   or  of  any  suppliers,   agents,
              distributors  or  customers  of another  Party (the  "CONFIDENTIAL
              INFORMATION")  which  come into its  possession  pursuant  to this
              Agreement.

<PAGE>
                                      -19-


       10.2   The  Parties  shall  ensure  that  only  those of their  officers,
              employees,  agents and consultants who are directly concerned with
              the carrying out of this Agreement and who have a need to know are
              given access to  Confidential  Information and that those who have
              access  to the  Confidential  Information  of  another  Party  are
              informed of its secret and confidential nature.

       10.3   Subject  to the  provisions  of  Clause  13,  the  obligations  of
              confidence  referred  to in this Clause 10 shall not extend to any
              Confidential Information which:

              10.3.1 is at  the  time  of  disclosure,  or  thereafter  becomes,
                     generally  available to the public otherwise than by reason
                     of a breach by the  recipient  Party of the  provisions  of
                     this Clause 10; or

              10.3.2 is known to the  recipient  Party  without  obligations  of
                     confidence  prior to its receipt from another Party, as can
                     be shown by written record; or

              10.3.3 is  subsequently  disclosed to the recipient  Party without
                     obligations  of  confidence  by another party owing no such
                     obligations in respect thereof; or

              10.3.4 is required to be  disclosed by any  applicable  law or any
                     Competent  Authority  to which a Party is from time to time
                     subject; or

              10.3.5 is  independently  developed by a person or persons with no
                     access  to  the  Confidential  Information  disclosed  by a
                     Party, as demonstrated by written records.

       10.4   The  obligations  of each Party under this Clause 10 shall survive
              until the  expiration  of five (5) years after the  expiration  or
              termination for whatever reason of this Agreement.

<PAGE>
                                      -20-


11.    PUBLICATIONS

       11.1   The members of the Research Group shall be entitled to publish the
              results of the Research  Programme provided that the provisions of
              this Clause 11 have been complied with.  The following  provisions
              shall  also apply in the case of article  abstracts  and  research
              presentations.

       11.2   A copy of any  manuscript  which a member  of the  Research  Group
              proposes to submit for publication and which contains or refers to
              results from the Research  Programme shall be sent to the Chairman
              of the Joint  Research  Committee  ( as defined in clause  4.3.10)
              prior to its submission for publication. The Chairman of the Joint
              Research  Committee  shall,   forthwith  on  receipt  of  a  draft
              manuscript,  send a copy to each of the other Members of the Joint
              Research  Committee and shall,  at the same time convene a meeting
              of the Joint Research  Committee  within  forty-five  (45) days of
              receipt of the  manuscript.  If this  meeting  does not take place
              within  forty-five  (45) days of the receipt of the  manuscript by
              the Chairman of the Joint  Research  Committee,  the member of the
              Research  Group  shall be  entitled  to  submit  the  results  for
              publication.  At the meeting the Joint  Research  Committee  shall
              decide  whether any delay in the  publication of the manuscript is
              necessary  or  desirable  for  the   protection  of  the  relevant
              Programme  Intellectual  Property.  At the same  meeting  it shall
              decide  whether  an  application  for a patent  should be filed in
              respect  of the  relevant  results.  If it  decides  that  such an
              application  should be filed pSiOnco shall be responsible for such
              a filing  pursuant to Clause 7. If it decides that a delay for the
              purpose of filing  patent  protection  is necessary it may require
              the  delay  of the  submission  for  publication  of the  relevant
              results  for up to a period of not more than  sixty (60) days from
              the date of the meeting of the Joint Research Committee at which a
              delay  was  requested  or  until  the  date on  which  the  patent
              application in question is filed,  whichever is shorter. Any delay
              beyond the said sixty (60) days may only be  required on the prior
              written agreement of both pSiOnco and SGH.

       11.3   Notwithstanding  the  confidentiality  obligations  assumed by SGH
              hereunder,  pSiOnco acknowledges the importance of publications to
              the academic standing of SGH. In the light of this,  pSiOnco shall
              use all reasonable  efforts to facilitate early publication of the
              results of the Research Programme.

<PAGE>
                                      -21-


12.    TERM AND TERMINATION

       12.1   This Agreement shall come into effect on the Commencement Date and
              shall expire at the end of the Research Term or on  termination or
              expiry  of  the  Patent  and  Know-how  Licence  whichever  is the
              earlier.

       12.2   Either  SGH and SGHT on the one hand or  pSiOnco on the other hand
              (the  "TERMINATING  PARTY") shall have the right to terminate this
              Agreement  forthwith  upon giving written notice of termination to
              pSiOnco  on the one hand or SGH and SGHT on the other  hand as the
              case may be (the "DEFAULTING  PARTY"),  upon the occurrence of any
              of the following events at any time during this Agreement:

              12.2.1 the  Defaulting  Party  commits a  material  breach of this
                     Agreement  which in the case of a breach  capable of remedy
                     shall not have been  remedied  within  thirty (30) Business
                     Days  of the  receipt  by it of a  notice  identifying  the
                     breach and requiring its remedy;

              12.2.2 the Defaulting Party for a period of longer than sixty (60)
                     Business  Days  suspends  payment of its debts or otherwise
                     ceases or  threatens  to cease to carry on its  business or
                     becomes bankrupt or insolvent (including without limitation
                     being deemed to be unable to pay its debts);

              12.2.3 a proposal is made or a nominee or  supervisor is appointed
                     for a  composition  in  satisfaction  of the  debts  of the
                     Defaulting Party or a scheme or arrangement of its affairs,
                     or the  Defaulting  Party  enters into any  composition  or
                     arrangement   for  the   benefit  of  its   creditors,   or
                     proceedings  are  commenced  in relation to the  Defaulting
                     Party under any law,  regulation  or procedure  relating to
                     the  re-construction  or  re-adjustment of debts (including
                     where a petition is filed or proceeding  commenced  seeking
                     any    reorganisation,    arrangement,    composition    or
                     re-adjustment under any applicable bankruptcy,  insolvency,
                     moratorium,  reorganisation  or other similar law affecting
                     creditor's  rights or where the  Defaulting  Party consents
                     to, or acquiesces in, the filing of such a petition); or

<PAGE>
                                      -22-


              12.2.4 the  Defaulting  Party  takes  any  action,  or  any  legal
                     proceedings  are  started or other  steps  taken by a Third
                     Party, with a view to:

                     (i)    the  winding  up or  dissolution  of the  Defaulting
                            Party  (other  than  for  the  reconstruction  of  a
                            solvent  company  for  any  purpose,  including  the
                            inclusion  of any part of the share  capital  of the
                            Defaulting  Party  on  a  recognised   public  Stock
                            Exchange), or

                     (ii)   the appointment of a liquidator,  trustee, receiver,
                            administrative   receiver,   receiver  and  manager,
                            interim receiver custodian,  sequestrator or similar
                            officer  of  the   Defaulting   Party   against  the
                            Defaulting Party or a substantial part of the assets
                            of the Defaulting Party;

                     or anything  analogous to any of the foregoing occurs under
                     the laws of any country.

       12.3   pSiOnco shall be entitled to terminate this Agreement  immediately
              by  notice  in  writing  to SGH or  SGHT  if  either  SGH or  SGHT
              challenges the validity of the pSiOnco Patents or any of them.

13.    CONSEQUENCES OF TERMINATION

       13.1   Upon expiry or termination of this Agreement:

              13.1.1 the licence right granted by pSiOnco pursuant to Clause 2.2
                     shall terminate;

              13.1.2 pSiOnco  shall pay to SGH within sixty (60)  Business  Days
                     all sums due to SGH  hereunder  which have accrued prior to
                     the date of  termination  unless  such  termination  is the
                     result of a  material  breach of this  Agreement  by SGH or
                     SGHT;

       13.2   If pSiOnco terminates this Agreement for any reason other than for
              the  default  of SGH or SGHT it shall pay to SGH within 30 days of
              such termination all sums which would have been paid to SGH as set
              out  in  Schedule  1 and  which  relate  to  costs  that  SGH  can
              demonstrate  are  legally   committed  that  cannot  otherwise  be
              utilised by SGH elsewhere by SGH for the remainder of the Research
              Term. For the avoidance of doubt,  SGH shall have an obligation to
              mitigate to the extent  possible  the level of any such  committed
              costs.  Where committed  costs cannot  otherwise by re-utilised by
              SGH,  the  Parties  will  negotiate  in good faith to find ways in
              which the Parties can  constructively use any such committed costs
              to the benefit of all the Parties.

<PAGE>
                                      -23-


       13.3   Termination or expiry of this Agreement for whatever  reason shall
              not affect the accrued  rights of the  Parties  arising in any way
              out of this  Agreement as at the date of termination or expiry and
              in particular but without  limitation the right to recover damages
              and interest,  and the provisions of Clauses 2.1, 7, 8, 9, 10, 11,
              15, 16,  17,  20, 21 23, 24 and 25 shall  remain in full force and
              effect.

14.    CHANGE OF RESEARCH PROGRAMME

       14.1   Either SGH or pSiOnco may propose any reasonable  modification  to
              any  element of the  Research  Programme  in  accordance  with the
              Change of Research Programme Procedure (the "PROPOSER") by written
              notice to the other (the "PROPOSEES") specifying in as much detail
              as is  reasonably  practicable  the  nature of the  Change and the
              additional work or materials required.

       14.2   As soon  as  reasonably  practicable  thereafter  and in any  case
              within 30 days of sending  or  receipt of a request  for a change,
              the Proposer will provide a brief written  proposal  including but
              not limited to:

              14.2.1 details of the proposed Change;

              14.2.2 any   difference  in  the  costs  set  out  in  Schedule  2
                     necessitated as a result of the proposed Change;

              14.2.3 a  timetable  for the  implementation,  together  with  any
                     proposals for acceptance, of the proposed Change; and

              14.2.4 details  of the  likely  impact,  if any,  of the  proposed
                     Change  on  any  existing   services  being   performed  in
                     accordance with the Research Programme.

<PAGE>
                                      -24-


       14.3   The Proposee will,  unless otherwise  agreed,  review the proposal
              within 15 Business Days after its receipt and will either:

              14.3.1 accept  the  proposed   Change  and  vary  this   Agreement
                     accordingly and SGH will implement the Change in accordance
                     with agreed timetable; or

              14.3.2 reject the proposed Change; or

              14.3.3 refer the  proposed  Change to an  alternative  appropriate
                     forum for discussion.

       14.4   If the Proposee rejects the proposed  Change,  it shall provide in
              writing to the  Proposer  the reasons for  rejecting  the proposed
              Change and the Proposer shall have the  opportunity,  should it so
              wish, to provide an amended Change proposal for the other Party to
              review in  accordance  with Clause  14.3.  Neither SGH nor pSiOnco
              shall unreasonably withhold its agreement to any proposed Change.

       14.5   SGH will not  commence  work in  connection  with  any  Change  or
              addition to the scope of the services  provided under the Research
              Programme  until the  relevant  Change is agreed by the parties in
              writing in accordance with this Clause 14.

15.    WAIVER

       No Party  shall be deemed to have  waived any of its  rights or  remedies
       conferred  by this  Agreement  unless the  waiver is made in writing  and
       signed by a duly authorised  representative of that Party. In particular,
       no delay or failure of any Party in  exercising  or enforcing  any of its
       rights or remedies  conferred by this Agreement shall operate as a waiver
       of those  rights or remedies or so as to preclude or impair the  exercise
       or enforcement of those rights or remedies nor shall any partial exercise
       or enforcement of any right or remedy by any Party preclude or impair any
       other exercise or enforcement of that right or remedy by that Party.

16.    ENTIRE AGREEMENT/VARIATIONS

       16.1   This Agreement and the Share  Subscription  Agreement  constitutes
              the entire  agreement  and  understanding  between  the Parties in
              relation to the subject  matter of this  Agreement and  supersedes
              all   prior   oral  or   written   understandings,   arrangements,
              representations or agreements between them relating to the subject
              matter of this  Agreement.  No director,  employee or agent of any
              Party is  authorised  to make any  representation  or  warranty to
              another  Party not  contained  in this  Agreement,  and each Party
              acknowledges  that it has not  relied on any such oral or  written
              representations or warranties.

<PAGE>
                                      -25-


       16.2   No  variation,  amendments,  modification  or  supplement  to this
              Agreement  shall be valid  unless  made in writing in the  English
              language and signed by a duly  authorised  representative  of each
              Party.

17.    NOTICES

       17.1   Any  notice to be given  pursuant  to this  Agreement  shall be in
              writing in the English  language  and shall be  delivered by hand,
              sent by  registered or recorded  delivery  airmail post or sent by
              facsimile confirmed by registered or recorded delivery post to the
              address or facsimile number of the recipient set out below or such
              other address or facsimile number as a Party may from time to time
              designate by written notice to the other Parties.

            ADDRESS OF SGH

            for the attention of:     Chief Executive Officer
                                      Executive Office
                                      Block 7, Level 1
                                      Outram Road
                                      Singapore
                                      169608

            fax number:               (65) 6222 1720

            ADDRESS OF PSIONCO

            for the attention of:     Dr. Roger Aston/Mr. Sunny Wong
                                      c/o Wong Tan & Molly Lim
                                      80 Robinson Road 17-02
                                      Singapore 068898

            fax number:               (65) 6222 8001

<PAGE>
                                      -26-

            ADDRESS OF SGHT

            for the attention of:     c/o Singapore General Hospital Pte. Ltd.
                                      Chief Executive Officer
                                      Executive Office
                                      Block 7, Level 1
                                      Outram Road
                                      Singapore
                                      169608

            fax number:               (65) 6222 1720


       17.2   Any notice  given  pursuant  to this  Clause 17 shall be deemed to
              have been received:

              17.2.1 in the case of delivery by hand, when delivered; or

              17.2.2 in the case of sending by post:

                     (i)    where posted in the country of the addressee, on the
                            third Business Day following the day of posting; and

                     (ii)   where  posted in any other  country,  on the seventh
                            Business Day following the day of posting; or

              17.2.3 in  the  case  of  facsimile,  on  acknowledgement  by  the
                     recipient  facsimile  receiving equipment on a Business Day
                     if the acknowledgement  occurs before 1700 hours local time
                     of the  recipient  and in any other  case on the  following
                     Business Day.

18.    ASSIGNMENT

       18.1   Save as  otherwise  provided  in this  Agreement,  no Party  shall
              without the prior written consent of the other Parties, assign the
              benefit  and/or burden of this Agreement nor  sub-contract  any of
              its  obligations  hereunder  unless  otherwise  permitted  by  the
              written agreement of all Parties.

<PAGE>
                                      -27-


19.    FORCE MAJEURE

       19.1   If a Party (the "Non-Performing Party") is unable to carry out any
              of its obligations  under this Agreement due to Force Majeure this
              Agreement  shall remain in effect but the  Non-Performing  Party's
              relevant   obligations  under  this  Agreement  and  the  relevant
              obligations  of the other Parties ("the Innocent  Parties")  under
              this  Agreement  shall  be  suspended  for a  period  equal to the
              duration of the circumstance of Force Majeure provided that:

              19.1.1 the  suspension of  performance is of no greater scope than
                     is required by the Force Majeure;

              19.1.2 the Non-Performing  Party gives the Innocent Parties prompt
                     notice   describing  the  circumstance  of  Force  Majeure,
                     including  the nature of the  occurrence  and its  expected
                     duration,  and continues to furnish  regular reports during
                     the period of Force Majeure;

              19.1.3 the  Non-Performing  Party uses all  reasonable  efforts to
                     remedy its inability to perform and to mitigate the effects
                     of the circumstance of Force Majeure; and

              19.1.4 as soon as  practicable  after the event which  constitutes
                     Force  Majeure  the  Parties  shall  discuss  how  best  to
                     continue their  operations as far as possible in accordance
                     with this Agreement.

       19.2   If Force Majeure is continuing at the expiry of 3 months either of
              the Innocent  Parties may give thirty (30)  Business  Days written
              notice to terminate this Agreement to the Non-Performing Party and
              termination  shall occur if the Force Majeure is continuing at the
              end of that thirty (30) Business Day notice period.

       19.3   SGHT and SGH shall not be  entitled  to claim that  Force  Majeure
              applies as a result of the  actions,  decrees or  otherwise of any
              Singaporean  Government  body  if  the  primary  purpose  of  such
              actions,  decrees or  otherwise  was to enable  SGHT and/or SGH to
              claim Force Majeure.

20.    ARBITRATION

       20.1   Any question, difference or dispute which may arise concerning the
              construction meaning or effect of this Agreement or concerning the
              rights  and  liabilities  of the  Parties  hereunder  or any other
              matter arising out of or in connection  with this Agreement  shall
              first be  submitted  to the  Chairman of the Board of Directors of
              pSiOnco, and the CEO of SGH for resolution, who may call on others
              to advise them as they see fit.

<PAGE>
                                      -28-


       20.2   If the  discussions  under  Clause 20.1 should fail to resolve the
              question,  difference or dispute  within ninety (90) Business Days
              of commencement  of the discussions  under Clause 20.1 then any of
              the Parties to the dispute may refer the matter for  determination
              by arbitration at the Singapore  International  Arbitration Centre
              ("SIAC") and such submission  shall be a submission to arbitration
              in accordance  with the Rules of the SIAC as presently in force by
              which the  Parties in dispute  agree to be so bound.  The place of
              arbitration  shall  be  Singapore  and the  arbitration  shall  be
              conducted wholly in the English language.

21.    SEVERANCE OF TERMS

       21.1   If the whole or any part of this  Agreement  is or  becomes  or is
              declared illegal, invalid or unenforceable in any jurisdiction for
              any  reason  (including  both by reason of the  provisions  of any
              legislation and also by reason of any court or Competent Authority
              which  either  has   jurisdiction   over  this  Agreement  or  has
              jurisdiction over any of the Parties):

              21.1.1 in   the   case   of   the   illegality,    invalidity   or
                     un-enforceability  of the whole of this  Agreement it shall
                     terminate only in relation to the jurisdiction in question;
                     or

              21.1.2 in   the   case   of   the   illegality,    invalidity   or
                     un-enforceability of part of this Agreement that part shall
                     be  severed  from this  Agreement  in the  jurisdiction  in
                     question    and    that    illegality,     invalidity    or
                     un-enforceability shall not in any way whatsoever prejudice
                     or affect the remaining parts of this Agreement which shall
                     continue in full force and effect.

       21.2   If in the reasonable opinion of any Party any severance under this
              Clause  21  materially   affects  the  commercial  basis  of  this
              Agreement,  the Parties  shall  discuss,  in good  faith,  ways to
              eliminate the material effect.

<PAGE>
                                      -29-


22.    THIS AGREEMENT NOT TO CONSTITUTE A PARTNERSHIP

       22.1   None of the  provisions  of this  Agreement  shall  be  deemed  to
              constitute  a  partnership  between  the  Parties  and none of the
              Parties  shall  have any  authority  to bind the others in any way
              except as provided in this Agreement.

23.    PUBLIC STATEMENTS

       23.1   Except as provided  in Clause  23.2,  no Party  will,  without the
              prior written consent of each other Party:

              23.1.1 use in advertising,  publicly or otherwise, any trade-name,
                     personal  name,  trademark,  trade  device,  service  mark,
                     symbol,  or any  abbreviation,  contraction  or  simulation
                     thereof, owned by another Party; or

              23.1.2 represent,  either directly or indirectly, that any product
                     or service of another  Party is a product or service of the
                     representing Party or that it is made in accordance with or
                     utilises the information or documents of the another Party.

       23.2   The restrictions in Clause 22.1 shall not apply to the following:

              23.2.1 a press release,  in a form agreed to in writing by all the
                     Parties, publicly announcing this Agreement; or

              23.2.2 use as  required  by  any  applicable  law or  governmental
                     regulation.

24.    COSTS

       24.1   Each Party  shall bear its own legal  costs,  legal fees and other
              expenses  incurred  in  the  preparation  and  execution  of  this
              Agreement.

25.    GOVERNING LAW AND JURISDICTION

       25.1   The validity, construction and performance of this Agreement shall
              be governed by the laws of Singapore  and subject to the exclusive
              jurisdiction of the courts of the Republic of Singapore.

<PAGE>
                                      -30-


                                   SCHEDULE 1

                              OUTLINE RESEARCH PLAN

                                     Part 1
                         COLLABORATIVE ONCOLOGY RESEARCH

                                    Between:

PSIONCOLOGY  PTE.  LTD AND  SINGAPORE  GENERAL  HOSPITAL,  DEPT OF  EXPERIMENTAL
SURGERY

Dr. Pierce Chow
Director, Dept of Experimental Surgery
Singapore General Hospital
Outram Road
Singapore 169608

SUMMARY OF RESEARCH AIMS AND METHODOLOGY

pSiOnco and SGH wish to carry out proof-of-principle research to verify the
above hypotheses.

Established commercial tumour cell lines will be implanted into either nude or
skid mice and allowed to develop to a suitable size. Barbs made from BioSilicon
(TM) and suitably impregnated with chemotherapeutic agents or a radiation source
as appropriate are then introduced into the tumour using a novel device (to be
developed by pSiMedica). The tumours are monitored and compared with those in
control groups.

RESEARCH SITE AND FACILITIES

The above animal research will be carried out in the animal laboratory of the
Dept of Experimental Surgery, Singapore General Hospital. Researchers from the
Dept. together with other technical staff will procure the necessary animals,
which will be housed in the laminar flow facility in the laboratory designed for
nude/skid animals. The same researchers will be responsible for introducing the
tumour lines into the animals and subsequently introducing the BioSilicon (TM)
barbs into the tumours and monitoring the progress of the tumours. Tumour
regression will be documented both macroscopically and by histology. HPLC
facilities in the laboratory will be used for monitoring of serum levels of
drugs.

pSiOnco will be responsible for preparing impregnated BioSilicon (TM) barbs and
developing a novel device for introducing the barbs into biological tissues. The
barbs and device will be shipped to the Dept of Experimental Surgery for the
purpose of the research.

<PAGE>
                                      -31-



CELL LINES AND CHEMOTHERAPEUTIC AGENTS

The following cell lines will be used. These are lines that staff of the Dept of
Experimental Surgery are familiar with and have direct experience of.

Cell lines:       HepG2, AGS, HTB-88, 224-CCL

The following chemotherapeutic agents are suitable for the above cell lines and
will be used. Drugs: Adriamycin, chlorambucil, gemcitabine, actinomycin D,
cisplatin The above are by no means exhaustive and if some of the suggested
drugs are not suitable for BioSilicon (TM) for technical reasons, others can be
substituted.

RADIATION SOURCES

It is proposed that 32P, a beta emitter with a maximum energy of 1.71MeV (range
800 microns in photographic emulsion) and a half life of 14.3 days be used as a
radiation source. This radionuclide can be created throughout the Si skeleton
itself via the well-developed Si industry process of "neutron transmutation
doping"

OUTLINE OF RESEARCH PROTOCOL AND TIME-FRAME

Each of the 4 cell-lines is introduced into equal groups of skid and nude mice
giving a final tally of:

------------------- -------- --------------------- --------------------
    CELL-LINE                   BRACHYTHERAPY         CHEMOTHERAPY
------------------- -------- --------------------- --------------------
HepG2               Nude              20                   20
------------------- -------- --------------------- --------------------
                    Skid              20                   20
------------------- -------- --------------------- --------------------
AGS                 Nude              20                   20
------------------- -------- --------------------- --------------------
                    Skid              20                   20
------------------- -------- --------------------- --------------------
HTB-88              Nude              20                   20
------------------- -------- --------------------- --------------------
                    Skid              20                   20
------------------- -------- --------------------- --------------------
224-CCL             Nude              20                   20
------------------- -------- --------------------- --------------------
                    Skid              20                   20
------------------- -------- --------------------- --------------------
Control             Nude              20                   20
------------------- -------- --------------------- --------------------
                    Skid              20                   20
------------------- -------- --------------------- --------------------
Total
------------------- -------- --------------------- --------------------

      1.    The cell lines are introduced  subcutaneously into the flanks of the
            animals under anesthesia and the growth monitored every 3 days.

      2.    At  between  3 - 5 weeks  (depending  on the  cell  lines)  once the
            tumours  have  developed  to a size when the  greatest  diameter  is
            between 2-3 cm,  appropriate  barbs are introduced  into the tumours
            under anesthesia after surgical reflection of the skin.

      3.    Further  progress  of the  tumour  is  monitored.  Animals  will  be
            sacrificed if the tumours  continue to progress and has grown by 50%
            of diameter size or more.

      4.    1 ml of blood will be collected  from the femoral vein of the animal
            treated  with  chemotherapy  when the  barbs are  introduced  and at
            sacrifice  or when the tumour has  regressed  to 20% of the original
            diameter.  Baseline and  subsequent  levels of the  chemotherapeutic
            agents will be determined by HPLC.

<PAGE>
                                      -32-


Endpoints

Primary end-point          Tumour regression

Secondary end-point        Survival of animals, drugs levels

References

      1.    Int J Oncol 1999 May;14(5):861-7.  GSH, GSH-related enzymes and GS-X
            pump in  relation  to  sensitivity  of  human  tumor  cell  lines to
            chlorambucil and adriamycin. Zhang K, Yang EB, Wong KP, Mack P.

      2.    Cancer Lett 2000 Feb 28;149(1-2):213-20. Glutathione-related factors
            are not  correlated  with  sensitivity  of  human  tumour  cells  to
            actinomycin D. Zhang K, Yang EB, Zhao YN, Wong KP, Mack P.

      3.    Int J Oncol 2000 Mar;16(3):599-610.  Transforming growth factor-beta
            and  response  to  anticancer  therapies  in human liver and gastric
            tumors  in vitro  and in vivo.  Liu P,  Menon  K,  Alvarez  E, Lu K,
            Teicher BA.

      4.    J Hepatol 1998  Mar;28(3):504-9.  Antitumor effect of the nucleoside
            analogs  2-chlorodeoxyadenosine and  2',2'-difluorodeoxycytidine  on
            human hepatoma HepG2 cells. Graziadei I, Kelly T, Schirmer M, Geisen
            FH, Vogel W, Konwalinka G.

      5.    Int  J  Mol  Med  1999  Aug;4(2):203-12.  Modulation  of  biological
            phenotypes  for  tumor  growth  and  metastasis  by  target-specific
            biological inhibitors in gastric cancer. Rha SY, Noh SH, Kim TS, Yoo
            NC, Roh JK, Min JS, Kim BS.

      6.    Invest  New  Drugs   1991   Feb;9(1):29-36.   Relationship   between
            glutathione  levels  and drug or  radiation  sensitivities  in human
            gastric  cancer  cell  lines in vitro.  Barranco  SC,  Weintraub  B,
            MacLean KK, Beasley EG, Jenkins VK, Townsend CM Jr.

      7.    Invest  New  Drugs  1990;8   Suppl   1:S9-18.   Schedule   dependent
            potentiation       of      antitumor       drug      effects      by
            alpha-difluoromethylornithine  in human gastric  carcinoma  cells in
            vitro.  Barranco SC,  Townsend CM Jr, Ho BY, Reumont KJ, Koester SK,
            Ford PJ.

      8.    Mol   Pharmacol   2001   Apr;59(4):837-43Modulation   of   cisplatin
            cytotoxicity and cisplatin-induced DNA cross-links in HepG2 cells by
            regulation of glutathione-related  mechanisms. Zhang K, Chew M, Yang
            EB, Wong KP, Mack P.

<PAGE>
                                      -33-


                                   SCHEDULE 1

                                     PART 2

                             RESEARCH PLAN COSTINGS
COSTINGS FOR COLLABORATIVE RESEARCH:

                            COSTING AND WORK SCHEDULE
                           FOR COLLABORATIVE RESEARCH
                                     BETWEEN
                              PSI ONCOLOGY PTE LTD
                                       AND
                          DEPT OF EXPERIMENTAL SURGERY
                           SINGAPORE GENERAL HOSPITAL

The rates and work schedule below refer to the collaborative research
("research") previously discussed between PsiOnco and Dept of Experimental
Surgery (document "Outline Research Plan" 3rd Jan 2002, d) and are not
reflective of the general rates or cost of research carried out at the facility.
Quotes are in Singapore dollars and valid for 6 months.

1. ASSAY DEVELOPMENT AND QUANTIFICATION OF DRUGS IN TISSUE:

The Department of Experimental Surgery will undertake work to develop suitable
method(s) for quantification of drug levels in tissues (both tumour tissue and
surrounding non-tumour tissue). The methods developed may be novel and specific
for the purpose of the research.

COST OF DEVELOPMENT OF ASSAY

Cost of work done (inclusive of material)                       [***]

COST OF QUANTIFICATION OF DRUG LEVEL

*Cost per point quantification of drug level                    [***]

*It would be more equitable to the JV to cost on the basis of number of assays
rather than upfront because:

      1.    work  using   radioactive   therapeutic   source  does  not  require
            quantification of drug level

      2.    there will be animal  attrition

      3.    each good animal will require 10 tissue and 2 blood samples

<PAGE>
                                      -34-



We estimate at least 26 good animals per research "unit" of 40 animals (see
below) and hence projected cost will be 26 X [***]

2.    COST OF A SINGLE RESEARCH UNIT

The cost below refers to a single  research "unit" of 40 animals for a period of
[***].

1.    nude/skid mice                                    40 Nos. X [***]

2.    cell line preparation  (inclusive of media,
      flask,  serum, tubes etc.)                        40 Nos. X [***]

3.    Histology (excluding pathologist service)         40 Nos. X [***]

4.    Animal care [***]                                 30 X [***]

5.    Facility [***] Special collaborator's rate [***]  30 X [***]

                                   Total:                    [***]

3. WORK SCHEDULE

1.    Time from confirmation to start of research [***]

      1.    the assay will be developed in this period

      2.    animals will be ordered, quarantined, housed

      3.    it is assumed the pSiOnco has decided on the choice of agent(s)  and
            cell-line(s) at the time of confirmation

2.    Time from start of research to end of animal experiment [***]

3.    Time from end of animal experiments to final analysis and reports [***]

Notes: 1.    (1) and (3) may take less than [***]

       2.    as previously  discussed, work on the different  research units may
             start at different time-points - i.e. may be staggered

Robert Ng
Manager, Experimental Surgery

Pierce Chow
Director, Experimental Surgery

<PAGE>
                                      -35-


                                   SCHEDULE 1

                                     PART 3

PROPOSED RESEARCH WORK SCHEDULE WITH ESTIMATES COSTS FOR 2002/2003:

Research  project  structure  is based upon `the  Outline  Research  Plan' dated
January 2002 and shown in Schedule 1, Part 2.

Research  project costs at The Department of  Experimental  Surgery at Singapore
General Hospital are based upon `the costings and work schedule' dated 5th April
2002 and shown in Schedule 1, Part 3.

A summary of projected pre-clinical R&D is shown in Gant format in this Schedule
1, Part 4.

The projected costs for R&D are based upon the following assumptions:

Each `Research Unit' comprises approx 80 mice

The  programme  comprises  the  following  `research  grade  materials' to enter
pre-clinical studies:

      1.    32P silicon

      2.    Research grade cytotoxic drug A) loaded onto porous silicon

      3.    90Y porous silicon

      4.    Research grade cytotoxic drug B) loaded onto porous silicon

<TABLE>
<CAPTION>
-------------------------------------------------------------- --------------------- --------------------
                                                                       2002                 2003
-------------------------------------------------------------- --------------------- --------------------
<S>                                                            <C>                   <C>
32P Radiopharmaceutical powder                                 [***]                 [***]
-------------------------------------------------------------- --------------------- --------------------
Drug loaded powders, research grade Drug A                     [***]                 [***]
-------------------------------------------------------------- --------------------- --------------------
2nd Line: 90Y / Drug B) research grade powders                                       [***]
-------------------------------------------------------------- --------------------- --------------------
Technical staff (recruitment Q4 2002)                                                [***]
-------------------------------------------------------------- --------------------- --------------------

-------------------------------------------------------------- --------------------- --------------------
                                                       Total:  [***]                 [***]
-------------------------------------------------------------- --------------------- --------------------

-------------------------------------------------------------- --------------------- --------------------
</TABLE>

<PAGE>
                                      -36-


[***]

<PAGE>
                                      -37-


                                   SCHEDULE 2

                                PSIONCO KNOW-HOW

For the avoidance of doubt the following pSiMedica Know-how has been licensed by
pSiMedica  to pSiOnco  within the Field under a Patent and  Know-how  Licence of
even date of which this Agreement is subject.

To the extent that pSiOnco is reasonably able, pSiOnco will supply SGH with such
Know-How as is required by, SGH to use the pSiOnco  Materials and pSiOnco Patent
Rights.

<PAGE>
                                      -38-


                                   SCHEDULE 3

                                PSIONCO MATERIAL

For the avoidance of doubt the following  pSiMedica  Material have been licensed
by pSiMedica to pSiOnco within the Field under a Patent and Know-how  Licence of
even date of which this Agreement is subject.

Biocompatible Silicon (BioSilicon (TM)) and any other articles which pSiOnco may
furnish to SGH from time to time  which may fall under the scope of the  pSiOnco
Patent Rights.

<PAGE>
                                      -39-


                                   SCHEDULE 4

                              PSIONCO PATENT RIGHTS

For the avoidance of doubt the following pSiMedica Patents have been licensed by
pSiMedica  to pSiOnco  within the Field under a Patent and  Know-how  Licence of
even date of which this Agreement is subject.

PSIMEDICA  PATENTS

PATENTS 1-3 PUBLISHED ; INFO IN PUBLIC DOMAIN

1.       BIOMATERIAL:  GB 9801317.0, WO 97/06101, FILED 3RD AUGUST 1995.

         TOPIC AREAS:      in-vitro tests of porous and poly Si
                           demonstrating bioactivity and biodegradability in
                           simulated human plasma & effects of electrical bias

         CLAIMS:           bioactive silicon, resorbable silicon, biocompatible
                           silicon in/on the body

         STATUS:           PCT phase with publication date 20th February 1997

2.       IMPLANTS FOR ADMINISTERING SUBSTANCES AND METHODS OF PRODUCING
         IMPLANTS: GB 9808052.6, WO 99/53898, FILED 17TH APRIL 1998.

         TOPIC AREAS:      6 month in-vivo test of porous Si in the
                           subcutaneous site; controlled and slow delivery of
                           drugs (eg: hormones or microminerals) from implanted
                           capsules, either via micromachined reservoirs and pSi
                           barriers or via pore-entrapment.

         CLAIMS:           erodable silicon implants containing beneficial
                           substances

         STATUS:           PCT phase with publication date 28th October 1999

3. DERIVATIZED POROUS SILICON: GB 9909996.2, WO 00/66190, FILED 1ST MAY 1999.

         TOPIC AREAS:      the use of derivitisation to improve the
                           stability and haemocompatibility of pSi for
                           therapeutic uses; stability tests were conducted
                           in-vitro in simulated human plasma. Implantable
                           devices proposed include biofilters, batteries,
                           microelectrodes, wound repair structures,
                           radiotherapy microparticles and mirrors.

         CLAIMS:           use of derivitised porous silicon in/on the body

         STATUS:           PCT phase with publication date 9th November 2000

PATENT 4; UNPUBLISHED BUT COMPLETE

4.       CANCER TREATMENT: GB 0104383.5, FILED  22ND FEBRUARY 2001.

         TOPIC AREAS:      pSi microparticles of tunable density, loaded
                           with either a radionuclide or cytotoxic drug for the
                           treatment of liver cancer.

         CLAIMS:           cytotoxic and biodegradable porous silicon
                           microparticles (tbf)

         STATUS:           2nd filing due on 22nd February 2002.

<PAGE>
                                      -40-


                                   SCHEDULE 5

                           SGHT INTELLECTUAL PROPERTY

Any and all Know-How related directly to the Field and owned by SGHT or SGH

<PAGE>
                                      -41-


IN WITNESS whereof this Agreement has been executed by duly authorised officers
of the Parties on the date first above written.


                           Signed by: /s/Pierce Chow
                                      ------------------------------------------
                                      Name:  Pierce Chow
                                      Title:  Director


                           For and on behalf of

                           PSIONCOLOGY PTE. LTD.


                           Witnessed By: /s/Tan Swee Gek
                                      ------------------------------------------
                                         Name: Tan Swee Gek
                                         Advocate & Solicitor, Singapore


                           Signed by: /s/ Ong Yong Yau
                                      ------------------------------------------
                                      Name: Professor Ong Yong Yau
                                      Title: Chief Executive Officer


                           For and on behalf of
                           SINGAPORE GENERAL HOSPITAL PTE LTD


                           Witnessed By: /s/Tan Swee Gek
                                      ------------------------------------------
                                         Name: Tan Swee Gek
                                               Advocate & Solicitor, Singapore


                           Signed by: /s/Wong Chiang Yin
                                      ------------------------------------------
                                      Name: Dr. Wong Chiang Yin
                                      Title: Director


                           For and on behalf of
                           SGH TECHNOLOGY VENTURES PTE LTD


                           Witnessed By: /s/Tan Swee Gek
                                      ------------------------------------------
                                         Name: Tan Swee Gek
                                               Advocate & Solicitor, Singapore