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                                                                 EXHIBIT 10.15

                        -------------------------------
                              PATENT AND KNOW-HOW

                               LICENSE AGREEMENT
                        -------------------------------

This Agreement is entered this 08-day of June 1999 ("Effective Date") into BY
AND BETWEEN:

-      PASTEUR MERIEUX SERUMS & VACCINS, - PASTEUR MERIEUX CONNAUGHT COMPANY -,
       a company organized and existing under the laws of France having its
       registered head office at 58 avenue Leclerc, 69007 Lyon, France,

       Represented by Mr. Michel GRECO, its DIRECTEUR GENERAL,

       (hereinafter referred to as "LICENSOR")

AND

-      DRUG ABUSE SCIENCES INC a corporation existing and organized under the
       laws of the United States its registered head office at 1430 O'Brien
       Drive, suite E, Menlo Park, CA 94025

       Represented by Mr Stanley KAPLAN, its Chief Executive Officer,

       (hereinafter referred to as "LICENSEE")




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          CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED
          AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT
          HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

                                   WITNESSETH

WHEREAS, LICENSOR has developed intellectual property, including inventions
which are the subject matter of patents and patent applications and a secret and
substantial know-how, relating to the [********] technology.

WHEREAS, LICENSEE wishes to obtain from LICENSOR a license in order to have the
right to use LICENSOR' inventions relating to the pasteurization for use with
products that are directed toward alleviation of drug addictions, and LICENSOR
is willing to grant such licenses to LICENSEE, subject to the terms of and
conditioned upon this Agreement;


NOW, THEREFORE, in consideration of the respective representations
and covenants of each of the Parties as set forth below, LICENSOR and LICENSEE,
intending to be legally bound, agree as follows

ARTICLE 1 - DEFINITIONS AND INTERPRETATION.

1.1    DEFINITIONS: For the purposes of this Agreement the following words and
       phrases shall have the following meanings:


       (a)    "AFFILIATE" means, with respect to any Person, (i) any other
              Person of which the securities or other ownership interests
              representing fifty per cent (50%) or more of the equity or fifty
              per cent (50%) or more of the ordinary voting power or fifty per
              cent (50%) or more of the general partnership interest are, at the
              time such determination is being made, owned, Controlled or held,
              directly or indirectly, by such Person (a "Subsidiary"), or (ii)
              any other Person which, at the time such determination is being
              made, is Controlling or under common Control with, such Person. As
              used herein, the term "Control", whether used as a noun or verb,
              refers to the possession, directly or indirectly, of the power to
              direct, or cause the direction of, the management or policies of a
              Person, whether through the ownership of voting securities, by
              contract or otherwise.

       (b)    "AGREEMENT" means this agreement, all amendments and supplements
              to this Agreement and all schedules to this Agreement, including
              the following:

       SCHEDULE A - LICENSED PATENTS,

       SCHEDULE B - LICENSED KNOW-HOW

       (c)    "BIOLOGICAL MATERIALS" shall mean any biological materials
              including but not limited to structural genes, genetic sequences,
              promoters, enhancers, probes, linkage probes, vectors, hosts,
              plasmids, peptides, polypeptides, transformed cell lines,
              transgenic animals, proteins, biological modifiers, antigens,
              reagents, hybridomas, antibodies, toxins, lectins, enzymes,
              lipids, hormones, viruses, cells or parts of cells, cell lines,
              fragments of any of the foregoing and any other biologically
              active material or compound, whether or not occurring naturally or
              howsoever derived, modified, conjugated, cross-linked,
              immobilized, reduced, purified or produces, whether by recombinant
              DNA techniques and/or otherwise.

       (d)    "CALENDAR QUARTER" means any of the three-month periods beginning
              January 1, April 1, July 1 and October 1 in any year.

       (e)    "CONFIDENTIAL INFORMATION" has the meaning ascribed to it in
              Section 9.1. of this Agreement.

       (f)    "EVENT OF FORCE MAJEURE" has the meaning ascribed to it in Article
              12 of this Agreement.

       (g)    "FIELD OF USE" means the treatment of drug addiction.

       (h)    "FIRST COMMERCIAL SALE" means, in each country of the Territory,
              the first sale of a PRODUCT, after obtaining the regulatory
              approvals necessary to commercially market such PRODUCT in such
              country in the Territory, by LICENSEE, its

[*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT
TO THE OMITTED PORTIONS.


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              Affiliates or Sublicensees, to Third-Parties, in each case for use
              or consumption of such PRODUCT in such country by the general
              public.

       (i)    "IMPROVEMENTS" means all patentable or non-patentable inventions,
              discoveries, technology and information of any type whatsoever,
              including without limitation Biological Materials, methods,
              processes, technical information, knowledge, experience and
              know-how which utilize, incorporate, derive from, are based on or
              could not be conceived, developed or reduced to practice but for
              the use of the LICENSOR Technology.

       (j)    "LICENSE" has the meaning ascribed to it in Section 2.1.1. of this
              Agreement.

       (k)    "LICENSED KNOW-HOW" means any and all technical information,
              discoveries, Improvements, processes, formulae, data, engineering,
              technical and shop drawings, inventions, Biological Materials,
              shop-rights, know-how and trade secrets which is useful or
              necessary to make, have made, use or sell the PRODUCTS or to
              practice under the LICENSED PATENTS in the Field of Use, which
              have been, or hereafter are, either developed by LICENSOR or its
              Affiliates, or acquired by LICENSOR or its Affiliates and to which
              LICENSOR or its Affiliates, to the extent to which it has the
              right to do so in the Field of Use.

       (l)    "LICENSED PATENTS" means:

              (i)    any existing patents and patent applications listed in
                     Schedule A to this Agreement;

              (ii)   any future patents issued from any patent applications
                     referred to in Paragraph 1.1(1)(i) above and any future
                     patents issued from a patent application filed in any
                     country in the Territory which corresponds to a patent or
                     patent application identified in Paragraph 1.1(1)(i) above;

              (iii)  any reissues, confirmations, renewals, extensions,
                     counterparts, divisions, continuations,
                     continuations-in-part, supplemental protection certificates
                     or utility models issued, assigned or licensed to LICENSOR
                     or its Affiliates of or relating to the patents or patent
                     applications identified in Paragraph 1.1(1)(i) and (ii)
                     above

              (iv)   any future patents and patent applications covering
                     LICENSOR Improvements, solely or jointly owned by LICENSOR
                     or its Affiliates, or licensed by LICENSOR or its
                     Affiliates with the right to sublicense.

       (m)    "NET SALES" shall mean the amount actually received on sales of
              PRODUCTS by LICENSEE, and its Affiliates and Sublicensees if the
              Sublicensees are Affiliates to the first Third-Party (including
              unaffiliated Third-Party distributors, except in the circumstances
              referred to in Section 6.3 hereof less), to the extent actually
              incurred or allowed and if not already deducted in the amount
              invoiced:


[*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT
TO THE OMITTED PORTIONS.

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              (i)    normal or customary trade and/or quantity discounts,
                     credits, allowances, rebates, returns (including, but not
                     limited to, wholesaler and retailer returns);

              (ii)   retroactive price reductions;

              (iii)  excise taxes, other consumption taxes, customs duties and
                     compulsory payments made to governmental authorities;

              (iv)   sales commissions that are actually paid to Third-Party
                     distributors and selling agents; and

              (v)    transportation, transit and insurance for transportation
                     each to the extent separately invoiced and paid by
                     LICENSEE.

       (n)    "Notice of Dispute" has the meaning ascribed to it in Section
              16.4.(a) of this Agreement.

       (o)    "PARTIES" means LICENSEE and LICENSOR, and "Party" means any one
              of them.

       (p)    "PERSON" means an individual, corporation, partnership, trust,
              business trust, association, joint stock company, pool, syndicate,
              sole proprietorship, unincorporated organization, governmental
              authority or any other form of entity not specifically listed
              herein.

       (q)    "PHASE III" means the first pivotal safety and efficacy clinical
              trial relating to a PRODUCT.

       (r)    "PRODUCTS" means the COC are produced by or under license from
              DAS, the manufacture, sale or use of such PRODUCTS which would
              have constituted a misappropriation of substantial LICENSED
              KNOW-HOW, or LICENSOR Improvements, and/or an infringement of the
              LICENSED PATENTS, but for the LICENSE granted in this Agreement.

       (s)    "ROYALTY TERM" means, with respect to the PRODUCT in each country
              in the Territory, the period [***] of such PRODUCT in such country
              and [***] in such country.

       (t)    "SUBLICENSEE" means any Person acting pursuant to a sublicense
              granted to it by LICENSEE under the terms of this Agreement.

       (u)    "TERRITORY" means all countries in the world.

       (v)    "THIRD-PARTY" means any Person other than LICENSEE, LICENSOR and
              their respective Affiliates..

[*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT
TO THE OMITTED PORTIONS.

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       (w)    "VALID PATENT CLAIM" means a claim of an issued and unexpired
              patent or patent application included in LICENSED PATENTS which
              has not been held permanently revoked, unenforceable or invalid by
              a decision of a court or other governmental agency of competent
              jurisdiction, unappealable or unappealed within the time allowed
              for appeal, and which has not been admitted to be invalid or
              unenforceable through reissue or disclaimer or otherwise. If there
              should be two or more decisions within the same country which are
              conflicting with respect to the invalidity of the same claim, the
              decision of the highest tribunal shall thereafter control.
              However, should the tribunals be of equal authority, then the
              decision or decisions holding the claim valid shall prevail where
              the conflicting decisions are equal in number and the majority of
              decisions shall prevail where the conflicting decisions are not
              equal in number.

       (x)    "LICENSOR IMPROVEMENT" means Improvements which are conceived,
              developed or reduced to practice during the term of this Agreement
              solely or jointly by employees or contractors acting on behalf of
              LICENSOR or its Affiliates.

       (y)    "LICENSOR TECHNOLOGY" means the LICENSED PATENTS, the LICENSED
              KNOWHOW and the LICENSOR Improvements.

1.2 CERTAIN RULES OF INTERPRETATION IN THIS AGREEMENT AND THE SCHEDULES:

       (a)    An accounting term not otherwise defined has the meaning assigned
              to it by, and every accounting matter will be determined in
              accordance with, generally accepted accounting principles in the
              United States of America;

       (b)    Unless otherwise specified, all references to monetary amounts are
              to United States dollars currency (US$);

       (c)    The descriptive headings of Articles and Sections are inserted
              solely for convenience of reference and are not intended as
              complete or accurate descriptions of the content of such Articles
              or Sections;

       (d)    The use of words in the singular or plural, or with a particular
              gender, shall not limit the scope or exclude the application of
              any provision of this Agreement to such Person or Persons or
              circumstances as the context otherwise permits;

       (e)    Whenever a provision of this Agreement requires an approval or
              consent by a Party to this Agreement and notification of such
              approval or consent is not delivered within the applicable time
              limit, then, unless otherwise specified, the Party whose approval
              or consent is required shall be conclusively deemed to have
              granted its approval or consent;

       (f)    Unless otherwise specified, time periods within or following which
              any payment is to be made or act is to be done shall be calculated
              by excluding the day on which the period commences and including
              the day on which the period ends and by extending the period to
              the next business day following if the last day of the

[*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT
TO THE OMITTED PORTIONS.

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              period is not a business day in the jurisdiction of the Party to
              make such payment or do such act; and

       (g)    Whenever any payment is to be made or action to be taken under
              this Agreement is required to be made or taken on a day other than
              a business day, such payment shall be made or action taken on the
              next business day following such day in the jurisdiction of the
              Party to make such payment or do such act.

ARTICLE 2 - LICENSE.

2.1    GRANT.

       Subject to and conditioned upon the provisions of this Agreement,
       LICENSOR hereby grants to LICENSEE, and LICENSEE hereby accepts, a
       license ( the "LICENSE") in the Territory to make, have made, use and
       sell PRODUCTS under the LICENSED PATENTS and by using LICENSED KNOW-HOW
       and LICENSOR Improvements in the Field of Use.

              (i)    Subject to and conditioned upon the provisions of this
                     Agreement, the LICENSE granted pursuant to this Article 3
                     shall be exclusive (exclusive even as to LICENSOR) to
                     LICENSEE in the Field of Use. Without limiting the
                     generality of the foregoing, LICENSOR covenants that during
                     the term of this Agreement, neither LICENSOR nor its
                     Affiliates shall grant to any other Person any right,
                     license or privilege to make, have made, use or sell
                     PRODUCTS or to otherwise exploit LICENSOR Technology, or
                     any other Biological Matter or chemical substance (or any
                     derivative or formulation thereof), in the Field of Use.

              (ii)   For greater certainty, LICENSOR has and retains all rights
                     in and to the LICENSOR Technology outside the Field of Use
                     and LICENSEE has no rights in the LICENSOR Technology
                     outside the Field of Use.

2.2    LICENSEE'S RIGHTS TO SUBLICENSE.

              (i)    LICENSEE shall have the right, without obtaining the
                     further consent of LICENSOR, to sublicense in the Field of
                     Use all or any portion of the rights to the LICENSED
                     PATENTS, the LICENSED KNOW-HOW and LICENSOR Improvements
                     granted to it pursuant to this Agreement under the LICENSE
                     (i) to any of its Affiliates, and (ii) to any Person in any
                     country of the Territory without PMC's prior approval to
                     any third party unless such Person is well known as being
                     actively engaged in the business of researching,
                     developing, manufacturing and marketing immunoproteins at
                     the time the sublicense is contemplated, in which case the
                     grant of the sublicense to such a third party shall be
                     subject to PMC's prior approval in writing. Such approval
                     shall only be dependent upon PMC being reasonably satisfied
                     by the provision that DAS will propose to include in the
                     sublicense to, and only to, the effect that the Licensed
                     Technology may not be used and/or exploited by the
                     prospective

[*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT
TO THE OMITTED PORTIONS.

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                     sublicensee in the immunoproteine field. For that purpose,
                     DAS shall provide to PMC a draft along with its request.
                     PMC shall have fifteen (15) days to confirm in writing its
                     consent or state in writing the material reasons, made in
                     good faith, why such provision will not protect the
                     Licensed Technology from use as restricted in the previous
                     two sentences, in which case the parties will use their
                     best efforts to expedite negotiations of an appropriate
                     provision. PMC shall be deemed to have approved a request
                     by DAS pursuant to this Section 2.2, if PMC fails to
                     respond as provided hereunder within the fifteen (15)
                     period set forth above.

              No permitted Sublicensee pursuant hereto shall have the right to
              grant further sublicenses to any Third-Party.

              (ii)   LICENSEE agrees that all sublicenses granted by LICENSEE
                     hereunder shall expressly bind Sublicensees to the terms of
                     Article 9, "Confidentiality" and to all other relevant
                     provisions of this Agreement.

              In the event LICENSEE grants sublicenses to its Affiliates,
              LICENSEE shall pay royalties to LICENSOR as if Net Sales of the
              Sublicensees if such Sublicensees are Affiliates were Net Sales of
              LICENSEE and LICENSOR shall be expressly made a Third-Party
              beneficiary thereof.

              For all other Sublicenses to Third-Parties except for the
              standalone Sublicenses as specified herebelow, the amount of
              royalties paid by Sublicensee(s) to LICENSEE shall be included
              into the amount of Net Sales. It is understood between the
              parties, that LICENSOR will be paid by LICENSEE [***] that would
              be equivalent to what LICENSOR would have received if LICENSEE has
              been selling directly the PRODUCTS. Such percentage shall not
              exceed [***] of the amount of revenue actually received by
              LICENSEE.

              If LICENSEE grants a Sublicense to the LICENSED PATENTS to a
              third-party on a standalone basis, LICENSEE shall pay to PMC [***]
              of any incremental consideration that LICENSEE may receive from
              any Third-Party Sublicensee such as but not limited to license
              issue fees, milestone payments and royalties.

              (iii)  Any sublicenses granted by LICENSEE shall include a
                     requirement that the Sublicensee maintains records and
                     permit inspection on terms essentially identical to Section
                     6.2 hereof. At LlCENSOR's request, LICENSEE shall arrange
                     for an independent certified public accountant selected by
                     LICENSOR, and at LlCENSOR's cost, to inspect the records of
                     Sublicensees for the purpose of verifying royalties due to
                     LICENSOR and shall cause such accountant to report the
                     results thereof to LICENSOR.

              (iv)   Any sublicenses granted by LICENSEE shall provide for the
                     termination of the sublicense, or, if the Sublicensee is a
                     Third-Party, at the option of such Sublicensee, the
                     conversion to a license directly between such


[*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT
TO THE OMITTED PORTIONS.

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                     Sublicensee and LICENSOR, upon termination of this
                     Agreement under Article 10 (other than expiration under
                     Section 10.1 or a termination by LICENSEE further to a
                     breach by LICENSOR pursuant to Section 10.4). Such
                     conversion shall be subject to LlCENSOR's approval and
                     contingent upon acceptance by the Sublicensee of the
                     remaining provisions of this Agreement.

              (vi)   LICENSEE shall notify LICENSOR of each sublicense granted
                     to Third-Parties and shall provide LICENSOR with the name
                     and address of each Sublicensee and a description of the
                     PRODUCTS and territory covered by each sublicenses.

2.3    SUBLICENSES TO LICENSEE.

       To the extent LICENSED PATENTS have been, or shall be, licensed by
       LICENSOR from a Third-Party under an agreement with such Third-Party (a
       "Third-Party Licensee), LICENSEE understands and agrees as follows:

              (i)    The rights sub-licensed to LICENSEE by LICENSOR are subject
                     to the terms and conditions, restrictions, limitations and
                     obligations of the relevant Third-Party License that are
                     imposed upon LICENSOR;

              (ii)   LICENSEE shall comply with the terms and conditions,
                     restrictions, limitations and obligations of such
                     Third-Party License(s) to the extent LICENSEE has been
                     permitted to review such terms, conditions, restrictions,
                     limitations and obligations. LICENSOR shall give LICENSEE,
                     upon request, a reasonable opportunity to review the same
                     except to the extent that confidentiality obligations
                     towards Third-Parties may prevent LICENSOR from doing so.
                     In any event, LICENSOR shall act reasonably in advising
                     LICENSEE of the scope of LICENSEE's obligations pursuant to
                     any relevant Third Party License. LICENSOR represents and
                     warrants that, on the Effective Date, there are no Third
                     Party Licenses that apply to exploitation of the LICENSOR
                     Technology.

2.4    SUBCONTRACTING.

       Notwithstanding anything herein provided for to the contrary, LICENSEE
       shall be allowed to (i) sub-contract in whole or in part PRODUCTS
       development to Third-Parties such as, without limitation, clinical
       research organizations, (ii) appoint sales agents and distributors to
       market and distribute PRODUCTS and (iii) sub-contract manufacturing of
       PRODUCTS, or any part thereof, with Third-Parties or with LICENSEE's
       Affiliates including LICENSOR acting as toll manufacturer.

2.5  DISCLOSURE OF TECHNOLOGY.

       From time to time during the term of this Agreement, LICENSOR shall
       disclose or cause its Affiliates to disclose to LICENSEE such LICENSOR
       Technology as may be reasonably necessary to enable LICENSEE to develop,
       manufacture, commercialize and

[*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT
TO THE OMITTED PORTIONS.

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       otherwise exploit the PRODUCTS in the Field of Use on the terms and
       subject to the conditions of this Agreement. In addition, during the term
       of this Agreement, LICENSOR shall, upon LICENSEE's reasonable request and
       with adequate notice to LICENSOR, make available to LICENSEE at
       LICENSEE's or its Affiliates' manufacturing facilities or the facility of
       a Third Party manufacturer who shall have contracted with LICENSEE to
       manufacture PRODUCTS, LICENSOR's or LICENSOR Affiliate's Personnel to
       provide technical assistance to LICENSEE's Personnel, or LICENSEE
       Affiliates' Personnel or Third-Party manufacturer's Personnel. LICENSEE
       shall pay or have paid by its concerned Affiliates all reasonable travel
       costs incurred by LICENSOR or its Affiliates in connection with rendering
       such technical assistance. Such Personnel shall render such assistance at
       the facilities designated by LICENSEE for periods of not less than three
       continuous business days per visit. In addition, LICENSOR shall make it
       or its Affiliates Personnel reasonable available for telephone
       consultation, as requested by LICENSEE.

2.6  PROVISION OF RELATED ASSISTANCE.

       (i)    In support of LICENSEE'S development and commercialization of
              PRODUCTS, LICENSOR shall promptly and timely provide and prepare,
              upon reasonable request of DAS and free of charge, relevant
              sections pertaining to (i) IND, BLA, PLA and ELA supplements and
              other regulatory approvals required by the FDA and other
              Regulatory Authorities to commercially market and sell PRODUCTS to
              the public in the Territory, and, (ii) such information as
              LICENSEE or Regulatory Authorities may request in connection with
              (a) LICENSEE's preclinical studies, Phase I, II III and IV studies
              for PRODUCTS. LICENSOR shall promptly conduct such manufacturing
              process development studies (including but not limited to
              stability studies) as are reasonably requested by LICENSEE or
              required by Regulatory Authorities in order to fulfill its
              obligations under this Agreement, and to permit LICENSEE to
              expeditiously submit complete applications to obtain marketing
              (and earlier) approvals to commercially develop, market and sell
              PRODUCTS in the Territory.

       (ii)   LICENSOR represents and warrants, to the best of its knowledge,
              that the information, data and technical assistance provided to
              LICENSEE hereunder shall not contain any material fact or
              omission, and shall indemnify and hold LICENSEE harmless from any
              liability or damage (including reasonable attorneys' fees arising
              from a breach of the foregoing.)

2.7  COMMUNICATION AMONG PARTIES.

       Each of LICENSEE and LICENSOR shall appoint (a) specific individual(s)
       who shall be available and shall act as (a) liaison Person(s) to
       facilitate the day-to-day communications among the Parties. The names and
       addresses of the liaison Persons who shall act on behalf of each of the
       Parties shall be provided by each of the Parties to the other

[*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT
TO THE OMITTED PORTIONS.

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       immediately following the execution of this Agreement. Each of LICENSEE
       and LICENSOR agrees to notify the other in accordance with the terms of
       Section 16.1 of this Agreement in the event of a change in liaison
       Person.

2.8  IDENTIFICATION OF KNOW-HOW.

       The Parties agree that all information and Biological Materials comprised
       in the LICENSED KNOW-HOW to be transferred to LICENSEE pursuant to this
       Agreement shall be so transferred in the case of written information, by
       memoranda bearing the mention "Confidential", and, in the case of
       Biological Materials, by clearly marked and numbered containers. LICENSEE
       shall designate an individual who shall be responsible for receiving
       information and Biological Materials from LICENSOR and/or its Affiliates
       and the Parties agree that such information and Biological Materials
       shall in all cases (except where the Parties agree otherwise) be sent
       solely to the attention of such individual. Upon receipt of information
       and/or Biological Materials, the designated individual shall, on behalf
       of LICENSEE, send an acknowledgement to LICENSOR and/or its Affiliates
       confirming receipt of information and/or Biological Materials. The
       Parties agree that they shall in good faith work together to establish
       and maintain a system to record the transmission of information and/or
       materials under this Agreement and make all commercially reasonable
       efforts to ensure such system is followed.

2.9  CONFIDENTIALITY.

       All information transferred pursuant to this Agreement shall be deemed to
       be "Confidential Information" in accordance with Section 9.1 hereof.

ARTICLE 3 - DEVELOPMENT AND COMMERCIALIZATION.

3.1  DEVELOPMENT AND COMMERCIALIZATION EFFORTS.

       LICENSEE shall comply with all applicable good laboratory, clinical and
       manufacturing practices in the development and commercialization of
       PRODUCTS, and shall cause its Affiliates and subcontractors to do the
       same. LICENSEE shall be solely responsible for funding all costs incurred
       by LICENSEE for the development and commercialization of each PRODUCT.

3.2  DEVELOPMENT AND COMMERCIALIZATION REPORTS.

       During the term of this Agreement, LICENSEE shall keep LICENSOR
       reasonably informed as to the progress of the development of PRODUCTS by
       notifying LICENSOR of completion of PHASE III studies for each such
       PRODUCT (to the extent such studies are commenced and completed). All
       information disclosed by LICENSEE pursuant to this Section 4.2 shall be
       treated as LICENSEE Confidential Information subject to Article 8 hereof.

[*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT
TO THE OMITTED PORTIONS.

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ARTICLE 4 - ROYALTIES AND MILESTONES.

4.1    EARNED ROYALTIES.

       During the Royalty Term, LICENSEE shall pay to LICENSOR a royalty as
       follows:

          (i)   during the [***]

                [***] percent of Net Sales of PRODUCTS.

          (ii)  As of the [***] and until the [***]:

                [***] of Net Sales of PRODUCTS on annual NET SALES below [***];

                [***] of Net Sales of PRODUCTS on annual NET SALES above [***]

          (iii) As of the [***] following the date of First Commercial Sale:
                [***]:

                [***] of Net Sales of PRODUCTS

                As of the [***] year, LICENSEE shall pay royalties in countries
                where there is no [***]; in all other cases, the LICENSE in any
                such country shall be royalty free).

4.2    SINGLE ROYALTY: NON-ROYALTY SALES.

       In no event shall more than one royalty be payable under Section 4.1.
       with respect to a particular unit of PRODUCTS. No royalty shall be
       payable under this Section 4 with respect to sales of PRODUCTS among
       LICENSEE and its Subsidiaries or Affiliates, or among Sublicensees and
       their respective Affiliates, or among LICENSEE and its Sublicensees,
       [***]. No royalty shall be payable for (i) PRODUCTS used in clinical
       trials, or (ii) PRODUCTS used by LICENSEE, its Affiliates or
       Sublicensees, for research, (iii) customary quantities of PRODUCTS
       distributed as free samples or (iv) reasonable quantities of PRODUCTS
       disposed by LICENSEE as donations to Third-Parties.

4.3    [***].

       In those cases where LICENSEE or its Affiliates sell PRODUCTS in bulk to
       a Third-Party, [***].

4.4    ROYALTY ADJUSTMENTS.

       The royalty due hereunder shall be reduced in the following circumstances
       and in the following manner:

          (i)   Where LICENSEE is required to obtain additional rights to make,
                use or sell PRODUCTS and to pay a third party a royalty in order
                to obtain such

[*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT
TO THE OMITTED PORTIONS.


                                       10

<PAGE>

                rights, the royalty hereunder shall be reduced by an amount
                [***] to the third party until such time as (a) [***], or (b)
                [***].

          (ii)  At any time (and only for such time) that the sum of (a) the
                royalty due hereunder for PRODUCTS, and (b) the transfer price
                for PMC Product due LICENSOR pursuant to that certain
                Manufacturing and Supply Agreement between the Parties, dated of
                even date herewith (the "Combined Price"), [***] (referred to as
                the "Margin"), the royalty on such PRODUCT shall be suspended.
                Thereafter, LICENSEE shall not owe any royalty on PRODUCTS until
                the Combined Price is less than the Margin, and then only to the
                extent of the difference between the Combined Price and the
                Margin.

          (iii) With respect to any PRODUCTS that are not manufactured by
                LICENSOR (whether through termination of the Manufacturing and
                Supply Agreement, force majeure or otherwise), the royalty due
                for such PRODUCTS shall be [***] of the Net Sales received on
                the sales of the PRODUCTS manufactured by the Third-Party. For
                the avoidance of doubt, LICENSEE shall pay LICENSOR the
                royalties mentioned in Section 4.1 of the Net Sales received on
                the PRODUCTS manufactured by LICENSOR.

ARTICLE 5 - ROYALTY REPORTS AND ACCOUNTING.

5.1    REPORTS, EXCHANGE RATES.

       During the term of this Agreement following the First Commercial Sale,
       LICENSEE shall furnish to LICENSOR, with respect to each Calendar
       Quarter, a written report showing in reasonably specific detail, for the
       European Union, North America, and the rest of the Territory,
       respectively: (a) the gross sales of PRODUCTS sold by LICENSEE, its
       Affiliates and its Sub-licensees in the Territory during the
       corresponding Calendar Quarter and the calculation of Net Sales from such
       gross sales; (b) the royalties payable in United States dollars, if any,
       which shall have accrued hereunder based upon Net Sales of PRODUCTS; (c)
       the withholding taxes, if any, required by law to be deducted in respect
       of such royalties; (d) the date of the First Commercial Sale of PRODUCTS
       having occurred in each country in the Territory during the corresponding
       Calendar Quarter; and (e) the exchange rates used in determining the
       royalty amount expressed in United States dollars.

       With respect to sales (if any) of PRODUCTS invoiced in United States
       dollars, the gross sales, Net Sales, and royalties payable shall be
       expressed in United Sates dollars. With respect to sales of PRODUCTS
       invoiced in a currency other than United Sates dollars, the gross sales,
       Net Sales and royalties payable shall be expressed in the currency of the
       invoice issued by the Party making the sale together with the United
       States dollars equivalent of the royalty payable, calculated using the
       rate of exchange published in the Wall Street Journal for such currency
       on the last business day of the concerned Calendar Quarter. Reports and
       payments shall be due [***]. LICENSEE shall keep complete and

[*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT
TO THE OMITTED PORTIONS.

                                       11

<PAGE>

       accurate records in sufficient detail to properly reflect all gross sales
       and Net Sales and to enable the royalties payable hereunder to be
       determined.

5.2    AUDITS.

5.2.1. Upon the written request of LICENSOR and not more than once in each
       calendar year, LICENSEE shall permit an independent certified public
       accounting firm of internationally recognized standing, selected by
       LICENSOR and reasonably acceptable to LICENSEE, at LlCENSOR's expense, to
       have access during normal business hours to such of the records of
       LICENSEE as may be reasonably necessary to [***]. The accounting firm
       shall disclose to LICENSOR only whether the records are correct or not
       and the specific details concerning any discrepancies. No other
       information shall be shared.

5.2.2. If such accounting firm concludes that additional royalties were owed
       during such period, LICENSEE shall pay the [***] LICENSOR delivers to
       LICENSEE such accounting firm's written report so concluding. The fees
       charged by such accounting firm shall be paid by LICENSOR; provided,
       however, if the audit discloses that the royalties payable by LICENSEE
       for the audited period are more than [***] actually paid for such period,
       then LICENSEE shall pay the reasonable fees and expenses charged by such
       accounting firm.

5.2.3. LICENSEE shall include in each permitted sublicense granted by it
       pursuant to the Agreement a provision requiring the SUBLICENSEE to make
       reports to LICENSEE, to keep and maintain records of sales made pursuant
       to such sublicense and to grant access to such records by LlCENSOR's
       independent accountant to the same extent required with respect to
       LICENSEE's records under this Agreement.

5.2.4. Except in the case of circumstances which would have prevented an error
       or anomaly from being disclosed during the audit hereabove mentioned,
       such as fraud or other failure to provide accurate information, upon the
       expiration of [***] following the end of any calendar year, the
       calculation of royalties payable with respect to such year shall be
       binding and conclusive upon LICENSOR, and LICENSEE, its Affiliates and
       Sublicensees shall be released from any liability or accountability with
       respect to royalties for such year.

5.3    CONFIDENTIAL FINANCIAL INFORMATION.

       LICENSOR shall treat all financial information subject to review under
       this Article 5 or under any sublicense agreement as confidential, and
       shall cause its accounting firm to retain all such financial information
       in confidence.

[*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT
TO THE OMITTED PORTIONS.

                                       12

<PAGE>

ARTICLE 6 - PAYMENTS.

6.1    PAYMENT TERM.

       Royalties shown to have accrued by each royalty report provided for under
       Article 4 of this Agreement shall be due [********]. Payment of royalties
       in whole or in part may be made in advance of such due date.

6.2    PAYMENT METHOD.

       All payments by LICENSEE to LICENSOR under this Agreement shall be paid
       in United States dollars, and all such payments shall be made without
       deduction of bank transfer fees by bank wire transfer in immediately
       available funds to the following bank account:

       [********]

6.3    WITHHOLDING TAXES.

       Royalties shall be paid by LICENSEE to LICENSOR, after deduction of any
       applicable withholding taxes. Prior to any payment by LICENSEE to
       LICENSOR, LICENSEE shall provide to LICENSOR any forms required to attest
       LlCENSOR's fiscal domiciliation in order to allow LICENSEE to claim
       application of the reduced rate of withholding tax provided for in any
       applicable bilateral fiscal convention. LICENSOR shall promptly return
       such forms to LICENSEE. In the event LICENSOR fails to promptly return
       such forms duly filled and signed, LICENSEE shall declare and pay
       withholding tax at the common law rate of the applicable corporate income
       tax, and such tax shall then be deducted from the corresponding payment
       by LICENSEE to LICENSOR. LICENSEE shall pay withholding tax to the proper
       taxing authority and proof of payment of such tax shall be secured and
       sent to LICENSOR as evidence of such payment. If, in the opinion of
       either Party, the provisions of this Section become extremely burdensome,
       the Parties agree to meet and discuss such other options as may be
       available to them.

ARTICLE 7 - INVENTIONS AND PATENTS.

7.1    OWNERSHIP OF INVENTIONS.

       The entire right and title to technology, whether or not patentable, and
       any patent applications or patents based thereon, made or conceived
       during the term of this Agreement which directly relates to and are not
       severable from LICENSOR Technology and which are Improvements thereto
       and/or more generally relate to PRODUCT (a) by employees or others acting
       solely on behalf of LICENSOR or its Affiliates shall be

[*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT
TO THE OMITTED PORTIONS.

                                       13

<PAGE>

       owned solely by LICENSOR (the LICENSOR Improvements" as more fully
       defined in Article 1 hereof), (b) by employees or others acting solely on
       behalf of LICENSEE or its Affiliates shall be owned solely by LICENSEE
       and (c) by both employees or others acting on behalf of LICENSEE or its
       Affiliates, and employees or others acting on behalf of LICENSOR and its
       Affiliates shall be jointly owned by LICENSEE and LICENSOR.

       LICENSOR and LICENSEE each hereby represents that all employees and other
       Persons acting on its behalf in performing its obligations under this
       Agreement shall be obligated under a binding written agreement to assign
       to it, or as it shall direct, all Improvements conceived or reduced to
       practice by such employees or other Persons.

7.2    PATENT PROSECUTION AND MAINTENANCE.

       LICENSED PATENTS. LICENSOR shall be responsible for and shall control the
       preparation, filing, prosecution, grant and maintenance of all LICENSED
       PATENTS. LICENSOR shall prepare, file, prosecute and maintain such
       LICENSED PATENTS in good faith consistent with its customary patent
       policy and its reasonable business judgement, and shall consider in good
       faith the interests of LICENSEE in so doing.

       JOINT INVENTIONS. As to any joint inventions made by the Parties during
       the term of this Agreement, LICENSEE shall have the first right to file
       patent applications with respect to such inventions in the name of both
       Parties. LICENSEE may elect not to file and if it does so, LICENSOR shall
       have the right to file the patent application in the name of both
       Parties. In each case regarding joint inventions, the filing Party shall
       give the non-filing Party an opportunity to review the text of the
       application before filing, shall consult with the non-filing Party with
       respect thereto and shall supply the non-filing Party with a copy of the
       applications as filed, together with notice of its filing date and serial
       number and [***] the out-of-pocket costs and expenses of the filing Party
       shall be reimbursed by the other Party. Both Parties shall keep the other
       advised of the status of actual and prospective patent application
       filings and upon request, provide advanced copies of any documents
       related to such filings and thereafter to the prosecution and maintenance
       of all patent applications and patents.

       COSTS. With respect to all filings hereunder, the filing Party shall be
       responsible for payment of all costs and expenses related to such
       filings, prosecution and maintenance, unless relieved of same pursuant to
       Section 7.3 hereinafter, and except for jointly owned patents, for which
       [***] of all such costs and expenses shall be reimbursed to the filing
       Party by the other Party.

7.3    OPTION TO PROSECUTE AND MAINTAIN PATENTS.

       LICENSOR shall give notice to LICENSEE of any intention to cease
       prosecution and/or maintenance, or not to proceed with an extension, of
       LICENSED PATENTS and, in such case, shall permit LICENSEE, at LICENSEE's
       sole discretion, to continue prosecution or maintenance or proceed with
       the extension at its own expenses. If LICENSEE elects to continue
       prosecution or maintenance or to proceed with the extension, LICENSOR
       shall execute such documents and perform such acts at LICENSEE's expense
       as may be

[*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT
TO THE OMITTED PORTIONS.

                                       14

<PAGE>

       reasonably necessary to effect an assignment of such LICENSED PATENTS to
       LICENSEE in a timely manner, and more generally to permit LICENSEE to
       continue such prosecution and maintenance or to proceed with the
       extension. Any patents and patent applications so assigned shall not be
       considered as LICENSED PATENTS as of the date of such assignment. No
       royalties shall be payable by LICENSEE on sales of PRODUCTS covered only
       by a Valid Patent Claim of a LICENSED PATENT which has been assigned to
       LICENSEE pursuant to this Section 7.3.

7.4    INTERFERENCE, OPPOSITION, REEXAMINATION AND REISSUE.

              (i)    The Parties shall use their respective best efforts to
                     within [***] of learning of any interference, opposition,
                     reexamination or reissue event, inform the other Party of
                     any request for, or filing or declaration thereof relating
                     to LICENSED PATENTS. The Parties shall thereafter consult
                     and cooperate fully to determine the course of action with
                     respect to any such proceeding. Both Parties shall have the
                     right to review and comment on any submission to be made in
                     connection with any such proceeding.

              (ii)   LICENSOR shall not institute any reexamination or reissue
                     proceeding relating to LICENSED PATENTS without having
                     first consulted LICENSEE.

              (iii)  In connection with any interference, opposition, reissue or
                     reexamination proceeding relating to LICENSED PATENTS, the
                     Parties shall cooperate fully and shall provide each other
                     with any information or assistance that either Party may
                     reasonably request. LICENSOR shall keep LICENSEE informed
                     of developments in any such action or proceeding,
                     including, to the extent permissible, the status of any
                     settlement negotiations and the terms of any offer related
                     thereto.

              (iv)   LICENSOR shall bear the expense of any interference,
                     opposition, reexamination or reissue proceeding relating to
                     LICENSED PATENTS.

7.5    ENFORCEMENT AND DEFENSE.

              (i)    Each Party shall give the other notice of either (a) any
                     infringement of LICENSED PATENTS, or (b) any
                     misappropriation or misuse of LICENSED KNOW-HOW that has
                     come to its attention. The Parties shall thereafter consult
                     and cooperate fully to determine a course of action,
                     including but not limited to the commencement of legal
                     action by either or both Parties to terminate any
                     infringement of LICENSED PATENTS or any misappropriation or
                     misuse of LICENSED KNOW-HOW.

              (ii)   In the event that LICENSED PATENTS are infringed by any
                     Third-Party with respect to a PRODUCT in the Field of Use,
                     LICENSEE, upon notice to LICENSOR, shall for a period of
                     [***] have the first right, but not the obligation, to
                     institute and prosecute any action or proceeding under
                     LICENSED PATENTS with respect to such infringement, by
                     counsel of

[*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT
TO THE OMITTED PORTIONS.

                                       15

<PAGE>

                     its choice, or to control the defense of any declaratory
                     judgment action arising from such infringement or from the
                     misappropriation or misuse of LICENSED KNOW-HOW, at its own
                     expense and in the name of both Parties. LICENSEE shall not
                     otherwise settle, compromise or take any action in such
                     litigation which diminish, limit or inhibit the scope,
                     validity or enforceability of LICENSED PATENTS without the
                     express permission of LICENSOR. LICENSEE shall keep
                     LICENSOR advised of the progress of such proceedings.

              (iii)  In the event that a Third-Party is infringing any LICENSED
                     PATENTS with respect to a PRODUCT in the Field of Use and
                     LICENSEE does not elect to institute an action, LICENSOR,
                     upon notice to LICENSEE, shall have the right, but not the
                     obligation, to institute and prosecute any action or
                     proceeding under LICENSED PATENTS with respect to such
                     infringement, by counsel of its choice, or to control the
                     defense of any declaratory judgment action arising from
                     such infringement or from the misappropriation or misuse of
                     LICENSED KNOW-HOW, at its own expense and in the name of
                     both Parties. LICENSOR shall not settle, compromise or take
                     any action in such litigation which diminish, limit or
                     inhibit the scope, validity or enforceability of LICENSED
                     PATENTS without the prior approval of LICENSEE, which shall
                     not be unreasonably withheld.

              (iv)   With respect to any action to terminate any infringement of
                     LICENSED PATENTS or any misappropriation or misuse of
                     LICENSED KNOW-HOW, the Parties shall cooperate fully and
                     shall provide each other with any information and
                     assistance that either Party may reasonably request. In
                     particular, either Party shall execute such documents
                     necessary for the other Party to initiate and prosecute the
                     action or proceeding and cause its Affiliates, Sublicensees
                     and LICENSEE to execute all such documents, if required. In
                     the event that either Party is unable to initiate or
                     prosecute an action solely in its own name, the other Party
                     shall then join such action voluntarily. Each Party shall
                     keep the other informed of the development of any action or
                     proceeding including, to the extent permissible by law, the
                     status of any settlement negotiations and the terms of any
                     offer related thereto.

              (v)    Any recovery obtained by either or both Parties in
                     connection with or as a result of any action or proceeding
                     contemplated by this Section 8.3, whether by settlement or
                     otherwise, shall be allocated in order as follows:

                     (a)    The Party which initiated and prosecuted the action
                            shall recoup all of its costs and expenses incurred
                            in connection with the action (provided that if
                            LICENSEE was the initiating Party and that the
                            action proceeds were not sufficient for LICENSEE to
                            recoup all its costs and expenses, then LICENSEE
                            shall be allowed to deduct the

[*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT
TO THE OMITTED PORTIONS.

                                       16

<PAGE>

                            balance of its unrecovered costs and expenses from
                            royalties payable to LICENSOR under Article 4
                            hereof);

                     (b)    The other Party shall then, to the extent possible,
                            recover its costs and expenses incurred in
                            connection with the action; and

                     (c)    The amounts of any recovery remaining shall then be
                            allocated between the Parties with LICENSEE
                            receiving all amounts in respect of damages in the
                            Field of Use and LICENSOR receiving all amounts in
                            respect of damages out of the Field of Use, except
                            that any amounts recovered in connection with
                            infringement actions relating to jointly-owned
                            patents shall be equally shared between the Parties.

              (vi)   LICENSOR shall inform LICENSEE of any certification
                     regarding any LICENSED PATENTS it has received pursuant to
                     21 United States Code Sections355(b)(2)(A)(iv) or
                     (j)(2)(A)(vii)(lV), or any similar provision in other
                     countries, and shall provide LICENSEE with a copy of such
                     certification within [***] of receipt. Both Parties rights
                     with respect to the initiation and prosecution of any legal
                     action as a result of such certification or any recovery
                     obtained as a result of such legal action shall be as
                     defined in paragraphs (a) to (c) of this Section 7.6.

7.6    NOTICE OF PATENT EVENTS.

       LICENSOR shall promptly give notice to LICENSEE of the grant, lapse,
       revocation, surrender or invalidation of any LICENSED PATENTS.

7.7    PATENT TERM RESTORATION.

       LICENSOR shall notify LICENSEE of (a) the issuance of each U.S. patent
       included within the LICENSED PATENTS, giving the date of issue and patent
       number for each such patent, and (b) each notice pertaining to any patent
       included within the LICENSED PATENTS which it receives as patent owner
       pursuant to the United Sates Drug Price Competition and Patent Term
       Restoration Act of 1984 (hereinafter called the "Act"), including notices
       pursuant to Sections 101 and 103 of the Act from Persons who have filed a
       biological license application ("BLA") or an abbreviated new drug
       application ("ANDA"), whichever is applicable. Such notices shall be
       given promptly, but in any event within five (5) calendar days of each
       such patent's date of issue or receipt of each such notice pursuant to
       the Act, whichever is applicable. LICENSOR shall notify LICENSEE of each
       filing for patent term restoration under the Act, any allegations of
       failure to show due diligence and all awards of patent term restoration
       (extensions) with respect to the LICENSED PATENTS.

       Likewise, LICENSOR or LICENSEE, as the case may be, shall inform the
       other Party of patent extensions and periods of data exclusivity in the
       rest of the world regarding any PRODUCTS and more generally the Parties
       shall diligently cooperate with respect to any procedures for patent and
       period of data exclusivity extensions, such as but not limited to

[*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT
TO THE OMITTED PORTIONS.

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<PAGE>

       Supplementary Protection Certificates, the above-mentioned Patent Term
       Restoration and corresponding GATT regulations.

ARTICLE 8 - GENERAL PROVISIONS.

8.1    CONFIDENTIALITY.

       (a)    -GENERAL

       Except as expressly set forth in this Section 8, each party shall cause
       its respective Affiliates, officers, directors, employees, agents and
       subcontractors (collectively, "Representatives") to keep confidential any
       and all technical, commercial, scientific and other data, processes,
       documents or other information (whether in oral form and identified as
       confidential within 30 days after the date of disclosure, or if written
       form, if marked as "confidential" at the time of disclosure) or physical
       object (including, without limitation, intellectual property, marketing
       data, agreements between any party and a third-party, license
       applications, and business plans and projections of any party ) that have
       been marked as "confidential" at the time of disclosure) acquired from
       the other party (the "Other Party"), its Affiliates or its
       Representatives after the Effective Date ("Confidential Information"),
       and each party shall not disclose directly or indirectly, and shall cause
       its Representatives not to disclose directly or indirectly, any
       Confidential Information to anyone outside such Person, in the case of
       LICENSEE, its Sublicensees, and each of their Affiliates and their
       respective Representatives, except that the foregoing restriction shall
       not apply to any information disclosed hereunder to any party, if such
       Person (the "Receiving Person") can demonstrate that such Confidential
       Information:

              (i)    is or hereafter becomes generally available other than by
                     reason of any breach or default by the Receiving Person,
                     any of its Affiliates or any Representative of the
                     foregoing with respect to a confidentiality obligation
                     under this Agreement;

              (ii)   was already known to the Receiving Person or such affiliate
                     or Representative;

              (iii)  is disclosed to the Receiving Person or such affiliate or
                     Representative by a third party who has the right to
                     disclose such information;

              (iv)   is independently developed by the Receiving Person;

              (v)    based on such Person's good faith judgement with the advice
                     of counsel, is otherwise required to be disclosed in
                     compliance with applicable legal requirements to a public
                     authority.

       Whenever the Receiving Person becomes aware of any state of facts which
       would or might result in disclosure of Confidential Information pursuant
       to subparagraph (v) above, it shall, if possible, promptly notify the
       Person making disclosure "Disclosing Person") prior to any such
       disclosure so that the Disclosing Person may seek a protective

[*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT
TO THE OMITTED PORTIONS.

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<PAGE>

       order or other appropriate remedy and/or waive compliance with the
       provisions of this Agreement.

       In any event, if the Receiving Person is unable to promptly notify the
       Disclosing Person or if such protective order or other remedy is not
       obtained, or if the Disclosing Person waives compliance with the
       provisions of this Agreement, the Receiving Person will furnish only that
       portion of the information which it is advised by counsel is legally
       required and will exercise reasonable efforts to obtain assurance that
       confidential treatment will be accorded the Confidential Information.

       Each party shall be entitled, in addition to any other right or remedy it
       may have, at law or in equity, to an injunction, without the posting of
       any bond or other security except as required by the relevant laws,
       enjoining or restraining any other party from any violation or threatened
       violation of this Section 8.1.

       (b)    -USE OF CONFIDENTIAL INFORMATION

              Each party agrees that no Confidential Information shall:

              (i)    be used in its own business except as necessary to exercise
                     the rights and obligations of such Party under this
                     Agreement;

              (ii)   be assigned, licensed, sublicensed, marketed, transferred
                     or loaned, directly or indirectly to any third party other
                     than a Representative or an Affiliate Representative of
                     such party, except as necessary or contemplated for the
                     exercise of the rights and obligations of the Parties under
                     this Agreement;

              The obligations set forth in this Section 8.1 shall extend to
              copies, if any, of Confidential Information made by any
              Representatives referred to in paragraph (a) and to documents
              prepared by such Persons which embody or contain Confidential
              Information.

       (c)    -PROTECTION OF CONFIDENTIAL INFORMATION

              Each party shall deal with Confidential Information so as to
              protect it from disclosure with a degree of care not less than
              that used by it in dealing with its own information intended to
              remain exclusively within its knowledge and shall take reasonable
              steps to minimize the risk of disclosure of Confidential
              Information which shall include, without limitation, ensuring that
              only those Persons who have a bona fide need to know such
              Confidential Information for purposes permitted or contemplated by
              this Agreement shall have access thereto. Each party, shall notify
              all of its Representatives who have access to Confidential
              Information of its confidentiality and the care therefor required,
              and shall obtain from any Affiliate or any agent or subcontractor
              who is a Representative that is permitted access to such
              Confidential Information in accordance with this Section 8.1, an
              agreement of confidentiality incorporating the restrictions set
              forth herein.

[*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT
TO THE OMITTED PORTIONS.

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<PAGE>

       (d)    -SURVIVAL OF OBLIGATIONS

              The obligations set forth in this Section 8.1 shall survive the
              termination of this Agreement for a period of [***].

       (e)    -RETURN OF CONFIDENTIAL INFORMATION

              Within thirty (30) days after the termination of this Agreement,
              the Receiving Person shall (and shall cause its Affiliates'
              Representatives and its Affiliates to) return to the Disclosing
              Person or destroy all related documents and tangible items then in
              its possession which it has received from the Disclosing Person or
              any affiliate or Representative thereof pertaining, referring or
              relating to the Disclosing Person's Confidential Information, as
              well as all copies, summaries, records, descriptions,
              modifications, and duplications that it, or any of its Affiliates
              or Representatives, has made from the documents or tangible items
              received from the Disclosing Person or any affiliate or
              Representative thereof; provided, however, that the Receiving
              Person may retain one copy of each document in its legal files
              solely to permit the Receiving Person to continue to comply with
              its obligations hereunder and, in addition, may upon notice to the
              Disclosing Person, retain in its legal files or in the office of
              outside legal counsel one copy of any document solely for use in
              any pending legal proceeding to which such document relates.
              Notwithstanding the foregoing, this provision shall not apply with
              respect to Confidential Information obtained from LICENSOR that is
              comprised of LICENSOR KNOW-HOW, in the event of expiration of the
              Agreement in accordance with its terms or termination of this
              Agreement for breach by LICENSOR.


8.2    TERM AND TERMINATION.

8.2.1. EXPIRATION.

       Unless terminated earlier pursuant to this Article 8, the Agreement shall
       expire on the [***] under the Agreement in accordance with the Section 4
       of this Agreement.

8.2.2. TERMINATION BY LICENSEE.

       LICENSEE shall have the right at any time, in its sole discretion, to
       terminate this Agreement, by giving not less than [***] prior written
       notice to LICENSOR of such termination.

8.2.3. TERMINATION FOR CAUSE.

              (i)    Either Party may terminate this Agreement, at its option,
                     upon or after the breach of any material provision of the
                     Agreement by the other Party, if such breaching Party has
                     not cured such breach within [***] after written notice
                     thereof from the other Party.

[*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT
TO THE OMITTED PORTIONS.

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<PAGE>

             (ii)    LICENSEE or LICENSOR may terminate this Agreement upon
                     written notice to the other party if the other party makes
                     a general assignment for the benefit of creditors, is the
                     subject of proceedings in voluntary or involuntary
                     bankruptcy or has a receiver or trustee appointed for
                     substantially all of its property; PROVIDED that in the
                     case of an involuntary bankruptcy proceeding such right to
                     terminate shall only become effective if the other party
                     consents thereto or such proceeding is not dismissed within
                     [***] after the filing thereof.

            (iii)    Each of the parties hereto acknowledges and agrees that
                     this Agreement (i) constitutes a license of Intellectual
                     Property (as such term is defined in the United States
                     Bankruptcy Code, as amended (the "Code"), and (ii) is an
                     executory contract, with significant obligations to be
                     performed by each party hereto. The parties agree that
                     LICENSEE as LICENSEE may fully exercise all of its rights
                     and elections under the Code, including, without
                     limitation, those set forth in Section 365 (n) of the Code.
                     The parties further agree that, in the event that LICENSEE
                     elects to retain its rights as a licensee under the Code,
                     LICENSEE shall be entitled to complete access to the
                     LICENSOR Technology licensed to it hereunder and all
                     embodiments of such technology. Such embodiments of the
                     LICENSOR Technology shall be delivered to LICENSEE not
                     later than (a) the commencement of bankruptcy proceedings
                     against LICENSOR, unless LICENSOR elects to perform its
                     obligations under the Agreement, or (b) if not delivered
                     under (a) above, upon the rejection of the Agreement by or
                     on behalf of LICENSOR.

8.2.4. EFFECT OF EXPIRATION AND TERMINATION.

       Expiration or termination of the Agreement shall not relieve the Parties
       of any obligation accruing prior to such expiration or termination.

8.3    FORCE MAJEURE.

       No Party (or any of its Affiliates) shall be held liable or responsible
       to the other Party (or any of its Affiliates) nor be deemed to have
       defaulted under or breached the Agreement for failure or delay in
       fulfilling or performing any term of the Agreement when such failure or
       delay is caused by or results from causes beyond the reasonable control
       of the affected Party (or any of its Affiliates) including but not
       limited to fire, floods, embargoes, war, acts of war (whether war be
       declared or not), insurrections, riots, civil commotions, strikes,
       lockouts or other labor disturbances, acts of God or acts, omissions or
       delays in acting by any governmental authority or the other Party
       (collectively, "Events of Force Majeure"); provided, however, that the
       affected Party (i) shall immediately notify the other Party of the
       occurrence of any such Event of Force Majeure and (ii) shall exert all
       reasonable efforts to eliminate, cure or overcome any such Event of Force
       Majeure and to resume performance of its covenants with all possible
       speed; and provided, further, that nothing contained herein shall require
       any Party to settle on terms unsatisfactory to such Party any strike,
       lockout or other labor difficulty, any investigation

[*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT
TO THE OMITTED PORTIONS.

                                       21

<PAGE>

       or proceeding by any governmental authority or any litigation by any
       Third-Party. Notwithstanding the foregoing, to the extent that an
       Event of Force Majeure continues for a period in excess of [***] the
       affected Party shall promptly notify in writing the other Party of
       such Event of Force Majeure and [***] of the other Party's receipt of
       such notice, the Parties agree to negotiate in good faith either (i)
       to resolve the Event of Force Majeure, if possible, (ii) to extend by
       mutual agreement the time period to resolve, eliminate, cure or
       overcome such Event of Force Majeure, (iii) to amend this Agreement to
       the extent reasonably 'possible, or (iv) to terminate this Agreement.

8.4    ASSIGNMENT.

       This Agreement may not be assigned or otherwise transferred, nor, except
       as expressly provided hereunder, may any right or obligations hereunder
       be assigned or transferred to any Third-Party by either Party without the
       consent of the other Party; PROVIDED, HOWEVER, that either Party may,
       without such consent, assign this Agreement and its rights and
       obligations hereunder to any of its Affiliates or in connection with the
       transfer or sale of all or substantially all of its business, or in the
       event of its merger or consolidation or change in control or similar
       transaction. Any permitted assignee shall assume all obligations of its
       assignor under this Agreement. Without limiting the generality of the
       foregoing, without the prior written consent of LICENSEE, LICENSOR shall
       not under any circumstances assign or transfer any LICENSOR Technology
       unless (i) all of the rights and obligations of LICENSOR under this
       Agreement are assigned to the same transferee(s) concurrently therewith,
       and (ii) such transferee(s) expressly assume(s) in writing the
       performance of all terms and conditions of this Agreement to be performed
       by LICENSOR and such assignment shall not relieved the assignor of any of
       its obligations under this Agreement. Each Party acknowledges that the
       other Party would suffer irreparable injury in the event of any breach of
       this Article 8 and that therefore the remedy at law for any breach or
       threatened breach hereof by any Party shall be inadequate. Accordingly,
       upon a breach or threatened breach hereof by any Party, the other Party
       shall, in addition and without prejudice to any other rights and remedies
       it may have, be entitled as a matter of right, without proof of actual
       damages, to seek specific performance hereof and to such other injunctive
       or equitable relief to enforce, or prevent any violations (whether
       anticipatory, continuing or future) hereof.

8.5    ADVERSE EXPERIENCE REPORTING.

       During the term of the Agreement, each Party shall notify the other
       immediately of any information (howsoever obtained and from whatever
       source) concerning any unexpected side effect, injury, toxicity or
       sensitivity reaction, or any unexpected incidence, and the severity
       thereof, associated with the clinical uses, studies, investigations,
       tests and marketing of a PRODUCTS. For purposes of this Section 8.5,
       "unexpected" shall mean (x) for a nonmarketed PRODUCTS, an experience
       that is not identified in nature, severity or frequency in the current
       clinical investigator's confidential information brochure, and (y) for a
       marketed PRODUCTS, an experience which is not listed in the current
       labeling for such PRODUCTS, and includes an event that may be
       symptomatically and patho-physiologically related to an event listed in
       the labeling but differs from the event because of increased frequency or
       greater severity or specificity. Each Party further shall

[*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT
TO THE OMITTED PORTIONS.

                                       22

<PAGE>

       immediately notify the other of any information received regarding any
       threatened or pending action by an agency which may affect the safety
       and efficacy claims of a Product. Upon receipt of any such
       information, the Parties shall consult with each other in an effort to
       arrive at a mutually acceptable procedure for taking appropriate
       action; provided, however, that nothing contained herein shall be
       construed as restricting either Party's right to make a timely report
       of such matter to any government agency or take other action that it
       deems to be appropriate or required by applicable law or regulation.

8.6    SEVERABILITY.

       Each Party hereby agrees that it does not intend to violate any public
       policy, statutory or common laws, rules, regulations, treaty or decision
       of any government agency or executive body thereof of any country or
       community or association of countries. Should one or more provisions of
       this Agreement be or become invalid, the Parties hereto shall substitute,
       by mutual consent, valid provisions for such invalid provisions which
       valid provisions in their economic effect are sufficiently similar to the
       invalid provisions that it can be reasonably assumed that the Parties
       would have entered into this Agreement with such provisions. In case such
       provisions cannot be agreed upon, the invalidity of one or several
       provisions of this Agreement shall not affect the validity of this
       Agreement as a whole, unless the invalid provisions are of such essential
       importance to this Agreement that it is to be reasonably assumed that the
       Parties would not have entered into this Agreement without the invalid
       provisions.

8.7    MISCELLANEOUS.

8.7.1. NOTICES.

       Any consent, notice or report required or permitted to be given or made
       under this Agreement by one of the Parties hereto to the other shall be
       in writing, delivered Personally or by facsimile (and promptly confirmed
       by Personal delivery, first class air mail or courier), first class air
       mail or courier, postage prepaid (where applicable), addressed to such
       other Party at its address indicated below, or to such other address as
       the addressee shall have last furnished in writing to the addressor and
       (except as otherwise provided in this Agreement) shall be effective upon
       receipt by the addressee.

       IF TO LICENSOR:

       LICENSOR

       Pasteur Merieux Serums & Vaccins
       58 avenue Leclerc
       69007 Lyon, France
       Attention: General Counsel
       Telefax: 33.4.37.37.70.61
       Telephone: 33.4.37.37.01.00

[*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT
TO THE OMITTED PORTIONS.

                                       23

<PAGE>

       IF TO LICENSEE:

       LICENSEE

       1430 O'Brien Drive, suite E,
       Menlo Park, CA 94025
       USA
       Attention: CEO
       Telefax: 650.462.1000
       Telephone: 650.462.1003

8.7.2. APPLICABLE LAW.

       The Agreement shall be governed by and construed in accordance with the
       laws of State of California without regard to the conflict of law
       principles thereof.

8.7.3. REPRESENTATIONS, WARRANTIES AND COVENANTS.

8.7.3.1 REPRESENTATIONS AND WARRANTIES OF LICENSEE.

       (a)    LICENSEE is a corporation duly organized and existing under the
              laws of the State of California, with the corporate power to own,
              lease and operate its properties and to carry on its business as
              now conducted.

       (b)    LICENSEE has all necessary corporate power and authority to enter
              into this Agreement and to consummate the transactions
              contemplated hereby.

       (c)    The execution, delivery or performance of this Agreement will not
              conflict with or result in a breach of, or entitle any party
              thereto to terminate, any material agreement or instrument to
              which LICENSEE is a party, or by which any of its assets or
              properties is bound.

       (d)    This Agreement has been duly authorized, executed and delivered by
              LICENSEE and constitutes a legal, valid and binding agreement of
              LICENSEE, enforceable against LICENSEE in accordance with its
              terms, except as enforceability may be limited by bankruptcy,
              insolvency, moratorium, reorganization or other similar laws
              affecting creditors' rights generally.

8.7.3.2 REPRESENTATIONS, WARRANTIES AND COVENANTS OF LICENSOR.

       (a)    LICENSOR is a corporation duly incorporated and validly existing
              as a corporation in good standing under the laws of France with
              the corporate power to own, lease and operate its properties and
              to carry on its business as now conducted.

       (b)    LICENSOR has all necessary corporate power and authority to enter
              into this Agreement and to consummate the transactions
              contemplated hereby.

[*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT
TO THE OMITTED PORTIONS.

                                       24

<PAGE>

       (c)    The execution, delivery and performance of this Agreement by
              LICENSOR does not conflict with or contravene its certificate of
              incorporation or by-laws, nor will the execution, delivery or
              performance of this Agreement conflict with or result in a breach
              of, or entitle any party thereto to terminate, any agreement or
              instrument to which LICENSOR is a party, or by which any of its
              assets or properties is bound.

       (d)    This Agreement has been duly authorized, executed and delivered by
              LICENSOR and constitutes a legal, valid and binding agreement of
              LICENSOR, enforceable against LICENSOR in accordance with its
              terms, except as enforceability may be limited by bankruptcy,
              insolvency, moratorium, reorganization or other similar laws
              affecting creditors' rights generally.

       (e)    All LICENSED PATENTS listed on Schedule A as amended from time to
              time have been registered in, filed in or issued by the
              appropriate patent offices of each jurisdiction as indicated on
              such Schedule A, and in each case is currently in effect and all
              maintenance fees and renewals thereof have been duly made with
              respect thereto. LICENSOR owns or has full and exclusive rights to
              use and exploit under licenses (and to license or sublicense) all
              its rights under such LICENSED PATENTS and the LICENSED KNOW-HOW.
              There have been no material claims made against LICENSOR asserting
              the invalidity or non-enforceability of, or with respect to such
              LICENSED PATENTS, the misuse of such LICENSED PATENTS or the
              LICENSED KNOW-HOW, nor is LICENSOR aware that any such claims
              exist. LICENSOR has not received a notice of conflict of such
              LICENSED PATENTS or the LICENSED KNOW-HOW with the asserted rights
              of others, or otherwise challenging its rights to use any of such
              LICENSED PATENTS, or the LICENSED KNOW-HOW. None of the rights of
              LICENSOR under the LICENSED PATENTS or LICENSED KNOW-HOW shall be
              adversely affected by the execution, delivery or performance of
              this Agreement, or the consummation of the transaction
              contemplated herein. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN
              THIS SECTION, NEITHER PARTY MAKES ANY REPRESENTATION OR EXTENDS
              ANY WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED, INCLUDING
              BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A
              PARTICULAR PURPOSE, OR VALIDITY OF ANY PATENT RIGHTS PENDING.

8.7.4. DISPUTE RESOLUTION.

       Any and all disputes arising in connection with this Agreement that will
       not be solved on an amicable basis between the parties shall be finally
       settled by arbitration under the Rules of Conciliation and Arbitration of
       the International Chamber of Commerce, rules that the Parties recognize
       that they know. The arbitration shall be conducted in Paris, France, in
       English by one arbitrator if the dispute involves a claim of damage of
       and [***] appointed in accordance with the said rules. The arbitrator(s)
       shall apply French law to the merits of the case. The arbitration shall
       be final and binding upon the parties.

[*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT
TO THE OMITTED PORTIONS.

                                       25

<PAGE>

       in the event of a dispute regarding any payments owing under this
       Agreement, all undisputed Agreements shall be paid when due and the
       balance, if any, promptly after resolution of the dispute.

8.7.5. ENTIRE AGREEMENT.

       This Agreement contains the entire understanding of the Parties with
       respect to the subject matter hereof. All express or implied agreements
       and understandings, either oral or written, heretofore made, including
       but not limited to Option Agreements to the extent, but only to the
       extent, they are inconsistent with any provisions of this Agreement (in
       which case the relevant provision of this Agreement shall prevail) are
       expressly superseded by this Agreement. This Agreement may be amended, or
       any term hereof modified, only by a written instrument duly executed by
       both Parties hereto.

8.7.6. INDEPENDENT CONTRACTORS.

       LICENSOR and LICENSEE each acknowledge that they shall be independent
       contractors and that the relationship between the two Parties shall not
       constitute a partnership, joint venture or agency. Neither LICENSOR nor
       LICENSEE shall have the authority to make any statements, representations
       or commitments of any kind, or to take any action, which shall be binding
       on the other Party, the prior consent of the other Party to do so.

8.7.7. AFFILIATES.

       Each Party shall cause its respective Affiliates to comply fully with the
       provisions of this Agreement to the extent such provisions specifically
       relate to, or are intended to specifically relate to, such Affiliates, as
       though such Affiliates were expressly named as joint obligors hereunder.

8.7.8. WAIVER.

       The waiver by either Party hereto of any right hereunder or the failure
       to perform or of a breach by the other Party shall not be deemed a waiver
       of any other right hereunder or of any other breach or failure by said
       other Party whether of a similar nature or otherwise.

8.7.9. NO IMPLIED LICENSE.

       Nothing in this Agreement shall be deemed to constitute, by implication
       or otherwise, the grant by LICENSEE to LICENSOR, or by LICENSOR to
       LICENSEE, of any license to, or interest in, or other rights under any
       patent, patent application, proprietary know-how, trade secrets or other
       intellectual property rights owned or possessed by LICENSEE or LICENSOR,
       whichever is applicable, except as expressly provided for herein. For the
       avoidance of doubt, LICENSEE shall at all times own all right, title and
       interest in and to COC ab and all intellectual and industrial property
       rights relating thereto, in whatever form and however derived or
       modified, and LICENSOR shall make any assignments necessary from time to
       time to effect such ownership.

[*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT
TO THE OMITTED PORTIONS.

                                       26

<PAGE>

8.7.10. LIABILITY LIMITATION.

       In no event shall either party be liable with respect to any subject
       matter of this agreement under any contract, negligence, strict liability
       or other legal or equitable theory for any incidental or consequential
       damages, lost profits or lost data.

8.7.11. COUNTERPARTS.

       This Agreement may be executed in two or more counterparts, each of which
       shall be deemed an original, but all of which together shall constitute
       one and the same instrument.


[*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT
TO THE OMITTED PORTIONS.

                                       27

<PAGE>


IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date
first set forth above.


For LICENSOR.

By: /s/ Michel Greco
   -------------------------------
Name:  Michel GRECO
Title: DIRECTEUR GENERAL


For LICENSEE.

By: /s/ Stanley Kaplan
   -------------------------------
Name:  Stanley KAPLAN
Title:  CEO & President


[*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT
TO THE OMITTED PORTIONS.

                                       28

<PAGE>

--------------------------------------------------------------------------------
                                   SCHEDULE A
--------------------------------------------------------------------------------


                                LICENSED PATENTS


US Patent nDEG. 5.234.991 of August 10, 1993 "POROUS MINERAL SUPPORT COATED
WITH AN ANIMATED POLYSACCHARIDE POLYMER

US Patent nDEG. 4.849.508 of July 18, 1989 "PASTEURIZATION OF IMMUNOGLOBULIN
SOLUTIONS"




[*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT
TO THE OMITTED PORTIONS.

                                       29

<PAGE>

--------------------------------------------------------------------------------
                                   SCHEDULE B
--------------------------------------------------------------------------------

                               LICENSED KNOW-HOW


[***]
[***]
[***]

[*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT
TO THE OMITTED PORTIONS.


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