<PAGE>   1
                                                                               
                                                                  Exhibit  10.26


                              ***Text Omitted and Filed Separately
                                                Confidential Treatment Requested
                                    Under 17 C.F.R. Section 200.80(b)(4),
                                                            200.83 and 240.24b-2


                                                                     CSUP15f.doc
                                                             November, 3rd, 1998


                               SUPPLY - AGREEMENT


This Agreement is made on November 3, 1998 (the "Effective Date"), by and
between

COULTER PHARMACEUTICAL INC.,
whose registered office is at 550 California Avenue, Palo Alto, California
94306-1440, U.S.A.

                                          (hereinafter referred to as "COULTER")

and

BOEHRINGER INGELHEIM PHARMA KG
whose registered office is at Birkendorferstrasse 65, 88397 Biberach an der
Riss, Federal Republic of Germany

                                    (hereinafter referred to as "BI PHARMA KG").

WITNESSETH

WHEREAS the parties have previously entered into the Contract Research and
Development Agreement (as such term is defined below) regarding the research and
development of a method to produce ANTI B1 in a commercial scale; and

WHEREAS BI PHARMA KG has developed and is the owner of the Process, and

WHEREAS COULTER has all rights to the Product, and

WHEREAS COULTER wishes BI PHARMA KG, and BI PHARMA KG agrees, to manufacture and
supply COULTER with Product for commercial use, manufactured in accordance with
the Process.

NOW THEREFORE, the parties hereto agree as follows:

1.   DEFINITIONS

In this Agreement the following terms shall have the meanings indicated:

1.1     "ANTI B1" means the murine antibody directed against B-cells expressing
        the B-lymphoma phenotype.

1.2     "BI PHARMA KG Confidential Information" means all technical and other
        information relating to the Process and to BI PHARMA KG's facilities and
        associated technologies, excluding the COULTER Confidential Information,
        that is disclosed or supplied to, or used





                                       1.
<PAGE>   2

        on behalf of, COULTER by BI PHARMA KG pursuant to this Agreement or the
        Contract Research and Development Agreement, whether patented or
        unpatented, including without limitation, trade secrets, know-how,
        processes, concepts, experimental methods and results, business and
        scientific plans.

1.3     "BLA" means a Biologics License Application, as defined by the
        regulations promulgated under the FD&C Act and the PHS Act and any
        supplements thereunder, as amended from time to time.

1.4     "Bulk Product" means ANTI B1 which has been purified to a concentrated
        form and can be stored in a liquid or frozen form under appropriate
        conditions in accordance with the Specifications.

1.5     "Capacity" means BI PHARMA KG'S total production capacity per year based
        on the basic production assumptions (see APPENDIX 1) of [...***...] per
        run, reserved for manufacture of Bulk Product, Final Product and
        Finished Product in accordance with the Process. Capacity shall be
        sufficient to produce a maximum of [...***...] of Bulk Product per
        calendar year, unless otherwise jointly agreed upon by the parties. The
        Capacity shall be subject to an increase to [...***...] according to BI
        PHARMA's option as laid down in Article 3.1.4 below.

1.6     "Cell Line" means the novel and proprietary cell line [...***...]
        developed by COULTER and provided to BI PHARMA KG pursuant to the terms
        of the Contract Research and Development Agreement.

1.7     "Certificate of Analysis" shall mean a document describing testing
        methods and results, the accuracy of which has been certified by the
        issuing party.

1.8     "Certificate of Compliance" shall mean a document (a) listing the
        expiration date and quantity of a particular batch of Bulk Product,
        Final Product and/or Finished Product, (b) certifying that such batch
        was manufactured in accordance with all Specifications, GMP, the
        BLA/EMEA dossier for the Product (as applicable), and (c) certifying
        that such batch is acceptable for manufacturer release. The agreed upon
        format is attached hereto as APPENDIX 6.

1.9     "Compliance Policy of BI PHARMA KG for Biopharmaceutical Contract
        Manufacturing for the U.S." means BI PHARMA KG's guidelines and
        procedures for Product quality and Product release as set forth in
        APPENDIX 7.

1.10    "Contract Research and Development Agreement" means the agreement
        between COULTER and Dr. Karl Thomae GmbH dated October 22, 1997
        regarding the development of the Process, which agreement was assigned
        to Bl Pharma KG as of 01.01.1998.

1.11    "COULTER Confidential Information" means the Cell Line, Product and all
        technical and other information relating thereto, excluding BI PHARMA
        KG's Confidential Information, that is disclosed or supplied to BI
        PHARMA KG by COULTER pursuant to this Agreement or the Contract Research
        and Development Agreement, whether patented or unpatented, including,
        without limitation, trade secrets, know-how, processes, concepts,
        experimental methods and results, business and scientific plans.

1.12    "FDA" means the United States Food and Drug Administration and any
        successor thereto.



*CONFIDENTIAL TREATMENT REQUESTED



                                       2.
<PAGE>   3

1.13    "FD&C Act" means the United States Federal Food, Drug and Cosmetic Act,
        as amended.

1.14    "Final Product" means Bulk Product that has been processed, compounded
        and formulated and placed in unlabeled final containers.

1.15    "Finished Product" means Final Product that has been labeled with
        commercial labels affixed to the final containers and packaged under
        appropriate conditions and is ready for shipment to COULTER or its
        designees.

1.16    "GMP" means the current regulatory requirements for good manufacturing
        practices promulgated by the FDA under the FD&C Act, 21 C. F. R. et seq
        and 21 C. F. R. Section 600-610, as applicable.

1.17    "Manufacturing Project Manager" shall have the meaning as specified in
        Article 2.1 hereof.

1.18    "Manufacturing Project Team" shall have the meaning as specified in
        Article 2.2 hereof.

1.19    "Process" means BI PHARMA KG's generic process for manufacturing Bulk
        Product, Final Product and Finished Product, which has been adapted to
        Product-requirements and agreed by the parties before producing Product
        under this Agreement.

1.20    "Process [...***...] Agreement" means that agreement as further
        described in Article 4.4 hereof.

1.21    "Product" means any product containing non-radiolabeled ANTI B1 as its
        sole or combined active ingredient and produced according to the Process
        whether as Bulk Product, Final Product or Finished Product.

1.22    "Product Price" means BI PHARMA KG's prices for Bulk Product, Final
        Product and/or Finished Product (as the case may be) to be calculated on
        the basis of the basic production assumptions set forth in APPENDIX 1.

1.23    "Project" means the activities performed under this Agreement.

1.24    "Specifications" means the specifications for Bulk Product, Final
        Product and Finished Product as applicable and the respective test
        methods attached hereto as APPENDIX 3 on the basis of the specifications
        provided by COULTER.

        Such Specifications may be amended from time to time by mutual agreement
        of COULTER and BI PHARMA KG according to further development of the
        Process and Product (e.g. according to the results of the Process
        [...***...] Agreement). The Specifications may vary from country to
        country as agreed upon by the parties.

2.      COOPERATION BETWEEN THE PARTIES / PROJECT TEAM

2.1     DESIGNATION OF MANUFACTURING PROJECT MANAGER

        Promptly after the Effective Date, BI PHARMA KG and COULTER shall each
        identify a Manufacturing Project Manager who will be responsible
        exclusively for communicating all instructions and information
        concerning the Project to the other party.



*CONFIDENTIAL TREATMENT REQUESTED



                                       3.
<PAGE>   4

        Each Manufacturing Project Manager will be available on an agreed upon
        [...***...] basis for consultation (e.g. face to face meetings,
        telephone-conference, videoconference) at [...***...] times during the
        course of the Project. In the absence of the Manufacturing Project
        Manager of a party, a substitute shall be appointed by such party in due
        time.

        Additional modes or methods of communication and decision making may be
        implemented with the mutual consent of each party.

2.2     MANUFACTURING PROJECT TEAM

        Promptly after the Effective Date, BI PHARMA KG and COULTER shall each
        name representatives to a Manufacturing Project Team which shall consist
        of knowledgeable specialists in appropriate disciplines who shall be
        responsible for overseeing all activities of the parties under this
        Agreement.

        During the term of this Agreement, the Manufacturing Project Team shall
        meet [...***...] in a face to face meeting, for the purpose of
        communicating updates and providing a forum for decision making and
        rapid resolution of issues arising under this Agreement. Additional
        meetings (if required) of the Manufacturing Project Team may be
        conducted by telephone-conference, videoconference and/or face to face
        meetings.

        Meeting minutes shall be prepared jointly by the Manufacturing Project
        Team to record all issues discussed and decisions made. The present list
        of the members of the Manufacturing Project Team is attached hereto as
        APPENDIX 4.

        The members of the Manufacturing Project Team may be changed from time
        to time as appropriate.

2.3     COOPERATION.

        In the course of the Project, BI PHARMA KG will at all times take into
        consideration and implement the recommendations of COULTER as long as
        they do not adversely affect BI PHARMA KG's ability to perform other BI
        PHARMA KG biotech operations and are agreed upon by the Manufacturing
        Project Team. In the absence of explicit instructions from COULTER, BI
        PHARMA KG shall be entitled to employ its reasonable judgment in
        carrying out the Project consistent with BI PHARMA KG's overall
        obligations under this Agreement and consistent with the BLA and the
        EMEA application.

2.4     FDA OR OTHER AUTHORITIES INTERACTION.

        BI PHARMA KG has the express right to send representatives to any
        meeting of or on behalf of COULTER with the FDA for discussions
        (regarding the CMC-part of BLA) involving the Product or BI PHARMA KG's
        facilities. BI PHARMA KG shall have reasonable advance notice, if
        possible, of at least 30 (thirty) days before any meeting scheduled with
        the FDA. Any FDA and EMEA correspondence regarding the Product or
        facilities shall be approved by BI PHARMA KG prior to submission, such
        approval not to be unreasonably withheld.

2.5     ACCESS TO FACILITIES.



*CONFIDENTIAL TREATMENT REQUESTED



                                       4.
<PAGE>   5
        BI PHARMA KG shall permit COULTER and its representatives or
        consultants, upon reasonable prior notice to BI PHARMA KG, to audit and
        to review the originals of all batch records and other primary documents
        at its facilities [...***...] as set forth in APPENDIX 7.

        While at any facility, the respective COULTER personnel and its
        representatives or consultants shall comply with all security and safety
        policies and procedures of the facility owner.

3.      SUPPLY

3.1     SUPPLY / PURCHASE OBLIGATIONS

3.1.1   Provided the Product is approved by the FDA to be biologically
        equivalent to Anti-B1 product produced by Lonza, BI PHARMA KG will
        manufacture and supply Product to COULTER [...***...] (where and as
        approved by appropriate regulatory authorities) during the full term of
        this Agreement. COULTER agrees to use all commercially reasonable
        efforts to secure such approval by the FDA and other appropriate
        regulatory authorities.

        In case the Product is not approved by the FDA to be biologically
        equivalent COULTER shall use all commercially reasonable efforts
        (including if necessary a clinical study required by the FDA) to apply
        for a BLA in order to qualify the BI PHARMA KG Product to be equivalent.
        With respect to manufacturing issues BI PHARMA KG shall use all
        commercially reasonable efforts to secure biological equivalence of the
        Product on the basis of the Process. In this case [...***...] shall be
        valid as of the time FDA approval of equivalence has been made.

        Except as set forth in Articles 3.1.2, 3.1.3 and 3.2.2 below and
        provided, the parties execute a Process [...***...] Agreement, COULTER
        will purchase and [...***...] to purchase [...***...] of Product from BI
        PHARMA KG throughout the world for the period of this Agreement
        provided, however, COULTER may, after agreement with BI PHARMA KG which
        shall not be unreasonably withheld, enter into an agreement with
        [...***...] to have such [...***...].

        COULTER will collaborate with BI PHARMA KG as appropriate, with respect
        to the manufacturing and control section of each regulatory filing in
        determining the detailed regulatory filing strategy. The parties agree
        to a single BLA, unless mutually agreed upon otherwise. Further the
        parties agree to cooperate in seeking regulatory approval from the
        appropriate regulatory authorities in the US and with EMEA.

3.1.2   In case BI PHARMA KG is not able, despite its reasonable efforts to
        supply [...***...] according to the forecast system set forth in Article
        3.3 below and within its respective Capacity, then COULTER shall have
        the right to establish and maintain [...***...] for additional material.

3.1.3   Notwithstanding anything in this Agreement, COULTER shall [...***...] to
        have [...***...] for [...***...] of [...***...] to be [...***...] for a
        [...***...].

        In case registration of BI PHARMA KG as manufacturer of Product at the
        FDA has [...***...], the [...***...] of COULTER shall [...***...] to
        [...***...] for [...***...] the respective [...***...].

        In case COULTER [...***...] COULTER shall use all commercially
        reasonable efforts to ensure that and be solely responsible for a
        [...***...] of BI 



*CONFIDENTIAL TREATMENT REQUESTED



                                       5.
<PAGE>   6

        PHARMA KG Product [....***....] containing ANTI
        B1 from one source with respect to treatment of an individual patient
        (i. e., [...***...] of product per patient).

        COULTER shall indemnify and hold harmless BI PHARMA KG from any and all
        damages resulting from such [...***...].

3.1.4   Subject to Article 3.2 below BI PHARMA KG undertakes to use all
        commercially reasonable efforts to supply COULTER with the quantities of
        Product ordered by COULTER according to Article 3.3 below within the
        Capacity.

        BI PHARMA KG shall use reasonable efforts to manufacture and deliver to
        COULTER all quantities of the Product beyond the binding forecasts
        within its Capacity.

        BI PHARMA KG shall have the option to increase the Capacity up to
        [...***...] (taking effect [...***...]) by giving written notice to
        COULTER not later than [...***...]. This option is subject to COULTER's
        agreement in case the forecasts laid down in Appendix 5 hereto (for the
        entire world) are decreased by COULTER before [...***...] by more than
        [...***...] for the [...***...] and the following year.

3.1.5   If there is any loss of Product because of reasons which are out of the
        reasonable control of the parties, then BI PHARMA KG shall use all
        commercially reasonable efforts to manufacture within its Capacity the
        missing quantities of Product at COULTER's cost.

        The Product Price shall be according to the scheme laid down in APPENDIX
        1 (the quantity of lost Product not to be added to the quantity per
        year).

3.1.6   All manufacture of Product hereunder will be made in accordance with the
        Process, GMP, BLA and EMEA requirements and will be delivered in agreed
        form suitably packed as specified in the Specifications.

3.2     PRODUCTION FACILITY

3.2.1   All quantities of Product will be produced in a BI PHARMA KG production
        facility that has received regulatory approval by the FDA and EMEA for
        commercial scale production and deliveries. BI PHARMA KG shall take all
        commercially reasonable efforts to secure approval of BI PHARMA KG's
        production facility by the FDA and the EMEA and BI PHARMA KG's
        obligations under Article 3.1 above are subject to such approval as the
        case may be.

        BI PHARMA KG will not contract out to a third party any part of the
        manufacturing or the testing of Product without prior written approval
        from COULTER which shall not be unreasonably withheld.

3.2.2   To the extent that COULTER requests that BI PHARMA KG participate in
        securing regulatory approval of the manufactured Product in other
        countries, then BI PHARMA KG shall seek regulatory approval of its
        production facility unless such approval would require significant
        change in the production facility and/or the respective SOP's used in
        the manufacture of the Product.

        COULTER shall pay any additional costs for such approval, subject to
        COULTER's prior written approval.



*CONFIDENTIAL TREATMENT REQUESTED



                                       6.
<PAGE>   7

        If significant changes to the production facility are required by the
        respective authority and if BI PHARMA KG does not agree to make such
        changes at COULTER's expense, then COULTER shall have the right to
        [...***...].

        No changes relating to the Process shall be made without the prior
        written consent of COULTER, such consent not to be unreasonably withheld
        or delayed.

3.3     ROLLING PRODUCTION FORECASTS

3.3.1   Beginning as of [...***...] and the [...***...] COULTER will provide BI
        PHARMA KG with a [...***...] Product forecast planning horizon for Bulk
        Product or an update thereof. The planning horizon shall start the first
        day of the [...***...] which shall be [...***...] or an [...***...]
        thereof.

        The forecasts for the [...***...] of the planning horizon [...***...]
        have to be given as Final Product forms [...***...] and/or Bulk Product
        for the remaining forecast period.

3.3.2   The forecast for [...***...] are firm orders and cannot be changed. This
        forecast has to be broken down to single months.

        The forecast for [...***...] is a partly binding forecast which means
        that the forecast can fully be changed within this period as follows:

        the forecast may be increased within the Capacity, but is limited to the
        following restrictions when decreased:

        [...***...]
        [...***...]

        The forecast for [...***...] is a non-binding forecast.

        The forecasts for [...***...] of the planning horizon have to be broken
        down quarterly.

        The rolling forecast system (including firm orders) for Bulk Product and
        Final Product are laid down in APPENDICES 2 a/b.

3.3.3   Whilst the rolling forecast system is not applicable (see Article 3.3.1
        above) COULTER shall place all requirements for Bulk Product and Final
        Product as firm orders.

3.4     [...***...] QUANtity

        Beginning [...***...] for each calendar year during which Finished
        Product is approved for commercial sale in the United States for the
        entirety of such year, the [...***...] of Bulk Product to be bought by
        COULTER [...***...] shall be [...***...]. If the [...***...] the
        [...***...] of Bulk Product BI PHARMA KG will [...***...] according to
        Article 8.2 below.

3.5     DELIVERY / RISK OF LOSS

3.5.1   BI PHARMA KG shall make deliveries by the 10th day of the month for
        which a firm purchase order is made unless mutually agreed upon
        otherwise.



*CONFIDENTIAL TREATMENT REQUESTED



                                       7.
<PAGE>   8

        BI PHARMA KG shall deliver or arrange for the delivery of the Product
        purchased by COULTER to a carrier designated by COULTER on the basis of
        EXW BI PHARMA KG's plant in Biberach, in accordance with Incoterms 1990
        as published by the International Chamber of Commerce.

3.5.2   Title to the Product sold hereunder shall pass to COULTER upon payment
        of invoices for Bulk Product by COULTER to BI PHARMA KG pursuant to
        Article 8.3.2 hereto. In the event, that BI PHARMA KG maintains
        inventory of Bulk Product ("Inventory") at a BI PHARMA KG facility after
        COULTER has been invoiced and has paid for such Bulk Product, BI PHARMA
        KG shall maintain such Inventory in appropriate storage conditions for
        Bulk Product as set forth under the BLA for Product and as laid down in
        the Specifications regarding shelf-life.

        After establishing the mutually agreed stability program BI PHARMA KG
        shall be [...***...] as a result of damage that occurs prior to the
        expiration of the shelf-life of such Inventory while such Inventory is
        being stored by BI PHARMA KG. BI PHARMA KG [...***...], if applicable,
        for [...***...] as a result of damage described in the preceding
        sentence [...***...]. BI PHARMA KG's liability as to risk of loss or
        damage during transportation of Product shall cease upon delivery of the
        Product in good condition to the carrier designated by COULTER at BI
        PHARMA KG's plant in Biberach for shipment to COULTER's designee.

3.6     SUPERIORITY

        No provision on COULTER's purchase order forms or in BI PHARMA KG's
        General Conditions of Sale which may purport to impose different
        conditions upon COULTER or BI PHARMA KG, nor any other modification of
        this Agreement, will be of any force and effect, unless in writing and
        signed by both parties claimed to be bound thereby. In the event of any
        inconsistencies, the terms of this Agreement shall govern.

4.      RECORDS / DOCUMENTATION

4.1     RECORDS

        BI PHARMA KG shall maintain all records necessary to evidence compliance
        with all its obligations under this Agreement and relating to the
        manufacture of the Product. All such records shall be maintained for a
        period of not less than 3 (three) years from the date of expiration of
        each batch of Product to which such records pertain, or such longer
        period as may be required by law, rule, or regulation.

        Prior to the destruction of any record, BI PHARMA KG shall give written
        notice to COULTER which shall have the right to request, receive and
        retain such records with no further compensation to BI PHARMA KG.

4.2     DOCUMENTATION

        BI PHARMA KG shall certify in writing, that each shipment lot of
        Product, was produced and tested in compliance with (i) the
        Specifications (including the respective test methods), (ii) GMP
        requirements, (iii) all other applicable regulatory documents filed with
        the BLA and the European regulatory filings with the EMEA, if any, in
        accordance with procedures agreed between BI PHARMA KG and COULTER. BI
        PHARMA KG shall provide COULTER upon



                                       8.
<PAGE>   9

        request with a copy of the master batch records in English as submitted
        with the BLA and one copy of one executed German-language batch record
        of one representative lot.

        A Certificate of Analysis appropriately signed and a Certificate of
        Compliance appropriately signed by BI PHARMA KG's quality assurance
        representative, as are necessary to demonstrate BI PHARMA KG's
        compliance with this Article 4.2 for each shipment lot, shall be
        provided to COULTER with each shipment lot from BI PHARMA KG's
        manufacture site.

        During the [..***..] audit according to Article 2.5 above, BI PHARMA KG
        shall provide to COULTER access to all documentation relating to
        facilities, equipment and the Process required to enable COULTER to
        evaluate BI PHARMA KG's compliance with GMP and the BLA, and the
        respective regulatory filing with the EMEA in the manufacture of the
        Product.

4.3     ADDITIONAL WORK.

        On request of COULTER, BI PHARMA KG shall perform additional work not
        currently covered by existing agreements between the parties to sustain
        the progress of the Project on conditions in terms of money, time and
        scope to be subject to mutual agreement of the parties hereto.

4.4     PROCESS [...***...] AGREEMENT

        BI PHARMA KG and COULTER will negotiate in good faith a Process
        [...***...] Agreement, subject to mutual agreement of the parties hereto
        on conditions to be reasonably agreeable (with regard to timing,
        capacity, cost) relating to the performance of additional work to
        sustain the progress of the Project. Such Process [...***...] Agreement
        shall include, but not be limited to provisions and terms relating to
        [...***...], and other [...***...], however the parties agree that a
        positive outcome can't be guaranteed.

5.      QUALITY / INSPECTION OF PRODUCT / DEFECTIVE PRODUCT

5.1     TESTS OF THE PRODUCT AND AGREED UPON AUDITS

        COULTER shall have the right to carry out agreed upon customary tests of
        the Product and agreed upon annual audits (not to exceed [...***...]) at
        reasonable times, of the premises and facilities where BI PHARMA KG
        performs work under this Agreement, and of the premises where it stores
        raw materials, auxiliary materials, intermediates, packing materials for
        the Product and the Product itself. The agreed upon tests of the Product
        shall be included in APPENDIX 3 hereto.

5.2     LOT NUMBERING

        BI PHARMA KG shall be responsible for lot numbering of Bulk Product,
        using BI PHARMA KG's lot number system. BI PHARMA KG shall be
        responsible for lot numbering of all Final Product and Finished Product
        using BI PHARMA KG's lot numbers and lot numbering system.

        All details of lot numbering will be provided by BI PHARMA KG to COULTER
        as needed. COULTER's lot number will also be included as needed.



*CONFIDENTIAL TREATMENT REQUESTED



                                       9.
<PAGE>   10

5.3     QUALITY CONTROL PROGRAM

        BI PHARMA KG shall maintain a quality control program consistent with
        GMP and as agreed by the parties, with respect to BI PHARMA KG's
        manufacture of the Product hereunder.

5.4     PRODUCT RELEASE AND QUALITY MANAGEMENT POLICY

        BI PHARMA KG shall be responsible for manufacturer release of Bulk
        Product, Final Product and Finished Product according to APPENDIX 3.
        Final release shall be made by and in the responsibility of COULTER,
        subject to the Compliance Policy of BI PHARMA KG for Biopharmaceutical
        Contract Manufacturing for the U.S. as described in APPENDIX 7.

5.5     RETENTION OF SAMPLES

        BI PHARMA KG shall retain a sufficient quantity of Product from each
        batch to perform [...***...] quality control tests as described IN
        APPENDIX 3. Retained repository samples shall be maintained in a
        suitable storage facility for a period of [...***...] from the date of
        expiration of each batch of the Product. All such samples shall be
        available for inspection and testing by COULTER or, at COULTER's
        request, COULTER's designee at reasonable times and upon reasonable
        notice.

        BI PHARMA KG shall not use these samples except for the purposes of this
        Agreement.

5.6     COMPLAINTS AND ADVERSE REACTIONS

        BI PHARMA KG shall notify COULTER immediately by telephone and not later
        than 5 (five) working days in writing after receipt by BI PHARMA KG's
        quality assurance department of any and all complaints, adverse reaction
        reports, safety issues or toxicity issues relating to Product (each an
        "Adverse Event Report"), regardless of the origin of such information,
        BI PHARMA KG shall advise COULTER of such Adverse Event Report.

        COULTER shall be responsible for adverse event notification to the
        respective regulatory authorities regarding all such Adverse Event
        Reports.

        COULTER's obligation to notify BI PHARMA KG immediately by telephone and
        no later than 5 (five) working days in writing of such Adverse Event
        Reports of which COULTER becomes aware shall extend only to those that
        may have relevance to the manufacturing and supply activities conducted
        by BI PHARMA KG.

        The parties agree to cooperate with each other and any regulatory
        authority in evaluating any Adverse Event Reports related to the
        manufacture and supply of the Product.

5.7     RECALLS ETC.

        COULTER shall notify BI PHARMA KG immediately by telephone and within 5
        (five) working days in writing if any Product is the subject of a field
        alert, recall, market withdrawal or correction, and COULTER and/or its
        designee shall have sole responsibility for the handling and disposition
        of such field alert, recall, market withdrawal or correction.



*CONFIDENTIAL TREATMENT REQUESTED



                                      10.
<PAGE>   11

        BI PHARMA KG shall notify COULTER immediately by telephone and within 5
        (five) working days in writing of any information of which it becomes
        aware which might reasonably be expected to require a field alert,
        recall, market withdrawal or correction relating to any Product and
        COULTER and/or its designee shall have sole responsibility for the
        handling and disposition of such field alert, recall, market withdrawal
        or correction.

        [...***...] shall bear the costs of all field alerts, recalls, market
        withdrawals or corrections of Product unless otherwise provided for in
        Article 6 hereof.

        [...***...] shall solely bear the direct costs incurred in connection
        with any such recall and [...***...] for any direct and reasonable costs
        incurred by [...***...] in cases where such recall was caused by
        [...***...] due to [...***...].

5.8     GOVERNMENTAL CONTACTS

        COULTER will notify BI PHARMA KG in due time but in no event later than
        5 (five) working days of any governmental contact with regard to
        manufacture, supply and quality control of the Product manufactured at
        BI PHARMA KG and, at COULTER's discretion, regarding all other Product
        and BI PHARMA KG shall have the right but not the obligation to
        participate in such meetings relating to BI PHARMA KG manufacturing and
        testing of the Product and approve such filings prior to submission.

        BI PHARMA KG will be responsible for any reporting of matters regarding
        the manufacture of Product to the FDA and EMEA in accordance with
        pertinent laws and regulations of the respective countries, and will
        keep Coulter informed and provide COULTER with a copy of such reports
        not later than the time they are filed.

        BI PHARMA KG shall be responsible for handling and responding to any
        appropriate German governmental agency or other regulatory authorities
        inspections with respect to the manufacturing of the Product. BI PHARMA
        KG shall provide to COULTER any information reasonably requested by
        COULTER and all information correspondence and reports prepared by any
        governmental agency or by BI PHARMA KG in connection with the Product.

        BI PHARMA KG shall advise COULTER in due time of any requests by any
        governmental agency for such inspections and shall - at its sole
        discretion -permit COULTER or its representative to attend such
        inspections/audits concerning the Product. Notwithstanding anything in
        this Article 5.8 COULTER shall be permitted to be onsite at BI PHARMA KG
        for Product specific briefings and debriefings of the audit, if any.

5.9     DEFECTIVE PRODUCT (INCLUDING LOSS AND INACCURATE QUANTITY)

5.9.1   Claims on account of quantity, quality (i.e. compliance with
        Specifications), loss or damages to the Product shall be made by COULTER
        in writing within [...***...] following receipt thereof, and BI PHARMA
        KG's liability for damages resulting therefrom shall [...****...] for
        the particular shipment with respect to which such claims are made. No
        Product will be returned to BI PHARMA KG without BI PHARMA KG's written
        permission.

5.9.2   If COULTER claims that any shipment of Product did not at time of
        delivery meet the Specifications, BI PHARMA KG shall conduct an assay of
        its retained sample from such shipment. If BI PHARMA KG agrees with
        COULTER's claim or if the Third Party Firm (as 



*CONFIDENTIAL TREATMENT REQUESTED



                                      11.
<PAGE>   12

        defined in Article 5.9.3 below) agrees with COULTER's claim and if BI
        PHARMA KG has Product in existing stock, BI PHARMA KG shall replace such
        shipment of Product [...***...] of COULTER's notice or the Third Party
        Firm's determination. If BI PHARMA KG agrees with COULTER's claim or the
        Third Party Firm agrees with COULTER's claim but BI PHARMA KG does not
        have Product in existing stock, then at COULTER's option, BI PHARMA KG
        shall [...***...].

        BI PHARMA KG shall give COULTER written instructions as to how COULTER
        should, at BI PHARMA KG's expense, either dispose of the non-conforming
        material or return it to BI PHARMA KG, and such instructions shall
        comply with all appropriate governmental requirements.

5.9.3   If the parties are unable to resolve their differences, then either
        party may refer the matter to an independent specialized firm of
        international reputation agreeable to both parties (the "Third Party
        Firm") for final analysis, which shall be binding on both parties
        hereto. An additional set of quality control samples will be generated
        to ensure that 2 (two) full sets of retention samples are available
        should the lot be released.

        Any dispute resolution shall not release BI PHARMA KG from its
        obligation to manufacture the required quantities of Product according
        to the rolling forecast system and the Capacity.

5.10    BI PHARMA KG certifies it has not knowingly and will not knowingly use
        in any capacity the services of any person, including any firm or
        individual, debarred or subject to debarrment under the United States
        Generic Drug Enforcement Act of 1992. BI PHARMA KG agrees to notify
        COULTER immediately in the event it becomes aware of any person
        providing services to BI PHARMA KG under the scope of the work of this
        Agreement who is debarred or becomes subject to debarrment.

6.      WARRANTY / LIMITATION / INDEMNIFICATION

6.1     WARRANT

        BI PHARMA KG warrants and represents that the Product to be supplied by
        BI PHARMA KG hereunder including any labeling and other packaging if any
        for such Product corresponds to the Specifications and shall be
        produced, handled, stored, labeled, packaged according to GMP standard,
        and all applicable laws and regulations of Germany, and has been
        produced consistent with the Process. The Product shall be delivered
        free and clear of liens and claims which affect title.

6.2     LIMITATION OF WARRANTY / LIABILITY

        Except as provided in Article 6.1 above BI PHARMA KG makes no warranty
        of any kind, express or implied. BI PHARMA KG shall be liable for
        [...***...] and, except for [...***...], BI PHARMA KG shall [...***...].

6.3     INDEMNIFICATION BY COULTER

        COULTER shall indemnify, defend and hold BI PHARMA KG, its affiliates,
        and their respective officers, employees and agents harmless from any
        damage, loss, cost or expense [...****...] relating to third party
        claims or suits, including injury to persons or damage to property
        arising from the packaging, use,


*CONFIDENTIAL TREATMENT REQUESTED



                                      12.
<PAGE>   13

        marketing or sale of the Product by COULTER, or its licensees or other
        authorized persons or entities, which (i) [...***...], or (ii)
        [...***...] and provided that upon receipt of notice by BI PHARMA KG of
        any claims or suits relating to such use or sale of the Product.

        BI PHARMA KG shall notify COULTER thereof without delay and shall permit
        COULTER to handle such claims or suits at the cost and [...***...]
        including but not limited to defense, settlement and compromise thereof.

6.4     INDEMNIFICATION BY BI PHARMA KG

        To the extent provided for in this Article 6 BI PHARMA KG shall
        indemnify, defend and hold COULTER, its affiliates, licensee(s) and
        their respective officers, employees and agents harmless from any
        damage, loss, cost or expense [...***...] relating to third party claims
        or suits, including injury to persons or damage to property arising from
        BI PHARMA KG's activities under this Agreement which (i) [...***...]
        (ii) [...***...] and provided that [...***...] by COULTER of any claims
        or suits relating to such use or sale of the Product, COULTER shall
        notify BI PHARMA KG thereof without delay and shall permit BI PHARMA KG
        to handle such claims or suits at the cost and [...***...] including but
        not limited to defense, settlement and compromise thereof.

6.5     YEAR 2000

        BI PHARMA KG is currently working to ensure that the functionality and
        performance of the Biberach facility and the computer systems and
        computer programs which affect or may affect the manufacturing or
        testing of Product hereunder will not be affected by dates prior to,
        during and after the year 2000. BI PHARMA KG shall use all commercially
        reasonable efforts to ensure that it will be able to fulfill the firm
        orders within the Capacity under this Agreement prior to, during and
        after the year 2000.

6.6     [...***...] AMOUNT

        Except as set forth in Section 5.9, BI PHARMA KG's [...***...] under
        this Agreement shall [...***...] the [...***...] from [...***...] and/or
        COULTER's [...***...] of the respective calendar year.

7.      SUPPORT REGARDING POST LICENSING ISSUES

        BI PHARMA KG agrees to support COULTER and its licensee(s), if
        applicable, with regard to post licensing issues (e. g. possible
        registration issues in the various countries) on commercially reasonable
        conditions to be agreed upon, [...***...].

8.      PRICE AND PAYMENT

8.1     PRODUCT PRICE

        The Product Price for the Product shall be calculated according to the
        scheme laid down in APPENDIX 1.



*CONFIDENTIAL TREATMENT REQUESTED



                                      13.
<PAGE>   14

8.2     SURCHARGE

        If COULTER elects not to order for purchase [...***...] of Product in a
        [...***...] (i.e. [...***...] are [...***...]) as set forth in Article
        3.4 above, COULTER shall [...***...] according to [...***...].

        In case BI PHARMA KG is not able to manufacture and supply for sale the
        [...***...] of Product in a given calendar year, then COULTER
        [...***...] according to the [...***...].

8.3     INVOICING AND PAYMENT CONDITIONS

8.3.1   INVOICING

        For Bulk Product, BI PHARMA KG will release (manufacturer release) Bulk
        Product, issue a Certificate of Analysis and send an invoice to COULTER.
        For sterile liquid fill services as described in APPENDIX 1, BI PHARMA
        KG will release (manufacturer release) Finished Product or Final
        Product, issue a Certificate of Analysis and send an invoice to COULTER.

8.3.2   PAYMENT

        Upon receipt of an invoice from BI PHARMA KG pursuant to Article 8.3.1
        above by COULTER, COULTER will pay within [...***...]. The Product Price
        for Product delivered to COULTER or according to COULTER's instructions
        shall be payable by COULTER within 30 (thirty) days after deliver of
        Product to the respective party in DEM (Deutsche Mark) by wire transfer
        to an account to be nominated by BI PHARMA KG.

        The surcharge according to Article 8.2 above shall be payable within 30
        (thirty) days after receipt of the respective invoice.

8.4     PRODUCT PRICE ADJUSTMENTS

8.4.1   The Product Price set forth in Article 8.1 above [...***...] will be
        [...***...] effective at [...***...] per year for [...***...]. BI PHARMA
        KG shall notify COULTER of any [...***...] prior to the date such
        [...***...] becomes effective.

8.4.2   In case any [...***...] (in terms of [...***...] or [...***...] for
        producing Bulk Product, Final Product and/or Finished Product)
        [...***...] in a given calendar year, which the requesting party must
        demonstrate, the parties shall agree upon the [...***...] based on good
        faith negotiations.

        This amount to be [...***...] respectively to [...***...] within
        [...***...] of agreement and [...***...]. Thereafter on [...***...].

8.4.3   In case that a change of the Process and/or of the Specifications
        influences the basic production assumptions set forth in Appendix 1 the
        Product Price shall be recalculated according to the scheme for
        determining the Product Price.

8.4.4   COULTER may elect whether the [...***...] according to Article 8.4.2
        above is payable pursuant to a separate invoice or by [...***...] for
        Bulk Product, Final Product and/or Finished Product. If COULTER can
        demonstrate to BI PHARMA KG that any materials used for producing Bulk
        Product, 



*CONFIDENTIAL TREATMENT REQUESTED



                                      14.
<PAGE>   15

        Final Product and/or Finished Product can be [...***...]
        and [...***...] and on a regular basis than BI PHARMA KG's 
        [...***...], then BI PHARMA KG shall accept[...***...] for
        purposes of Article 8.4. Such [...***...] must be available on
        a regular basis and the same quality as the materials used by BI PHARMA
        KG.

8.4.5   Changes of the Process and the Specifications due to the activities
        performed under the intended Process [...***...] Agreement may influence
        the Product Price and the parties shall negotiate in good faith a new
        Product Price.

8.4.6   The Product Price shall also be valid for any change in quantity during
        the respective firm order period. However a price recalculation shall
        take place if [...***...] will be [...***...] effective as agreed upon
        by the parties.

8.5     CURRENCY

        All payments will be made in DEM.

        "Deutsche Mark" or "DEM" means the lawful currency for the time being of
        Germany or, in case of the implementation of the European Monetary
        Union, the Euro on the basis of the official conversion rate.

8.6     EURO

        In the event the initial conversion to the Euro will result in a Product
        Price increase of [...***...] within [...***...] after that initial
        conversion, the parties will meet and negotiate in good faith a solution
        to the issue of a Product Price in crease due to such conversion.

9.      CONFIDENTIALITY

9.1     BI PHARMA KG

        BI PHARMA KG shall not disclose COULTER Confidential Information to any
        person other than its employees or employees of affiliated companies of
        the Boehringer Ingelheim group who have a need to know such information
        in order to perform their duties in carrying out the work hereunder and
        who have an obligation to maintain the confidentiality thereof under
        terms at least as stringent as those provided herein.

9.2     COULTER

        COULTER shall not disclose any BI PHARMA KG Confidential Information to
        any person other than

9.2.1   its employees or consultants who are bound by similar obligations of
        confidentiality and who have a need to know such information in order to
        provide direction to BI PHARMA KG or evaluate the results of the work,
        or COULTER's licensee(s), if applicable, solely for regulatory purposes
        and only if such licensee(s) have an obligation to maintain the
        confidentiality thereof under the terms at least as stringent as those
        provided herein, or

9.2.2   regulatory authorities, for example, the FDA or foreign equivalent, that
        require such information in order to review an IND, BLA or other
        regulatory filing. BI PHARMA KG will 



*CONFIDENTIAL TREATMENT REQUESTED



                                      15.
<PAGE>   16

        be informed and must agree prior to filing of any Bl PHARMA KG
        Confidential Information to regulatory authorities. In these cases where
        BI PHARMA KG restricts COULTER's ability to file BI PHARMA KG
        Confidential Information, BI PHARMA KG agrees to provide the
        Confidential Information directly to the regulatory authorities and will
        provide a letter of authorization for cross-reference to COULTER.

9.2.3   persons or entities that manufacture Product for COULTER after
        termination of this Agreement or during this Agreement as permitted
        herein and who have an obligation to maintain the confidentiality
        thereof under terms at least as stringent as those provided herein.

9.3     EXCEPTIONS

        The obligations of confidentiality applicable to COULTER Confidential
        Information and BI PHARMA KG Confidential Information shall not apply to
        any information that is:

        (1) known publicly or becomes known publicly through no fault of the
            recipient;

        (2) learned by the recipient from a third party entitled to disclose it;

        (3) developed by the recipient independently of information obtained
            from the disclosing party;

        (4) already known to the recipient before receipt from the disclosing
            party, as shown by its prior written records;

        (5) required to be disclosed by law, regulation or the order of a
            judicial or administrative authority; or

        (6) released with the prior written consent of the disclosing party.

9.4     OTHERS

        The obligations of both parties under this Article 9 shall expire ten
        (10) years after expiration or termination of this Agreement.

9.5     DISCLOSURE TO THE SECURITIES AND EXCHANGE COMMISSION

        In the event Securities and Exchange Commission ("SEC") rules or
        regulations require COULTER to disclose BI PHARMA KG's Confidential
        Information, COULTER shall provide to BI PHARMA KG a reasonable
        opportunity to comment on such disclosures and shall thereafter promptly
        inform BI PHARMA KG regarding any such disclosure.

10.     LICENSE

10.1    LICENSE TO USE OF COULTER CELL LINE AND INTELLECTUAL PROPERTY

        COULTER hereby grants BI PHARMA KG a [...***...] right and license to
        use the Cell Line and COULTER Confidential Information solely for the
        purposes of this Agreement.



*CONFIDENTIAL TREATMENT REQUESTED



                                      16.
<PAGE>   17

10.2    LICENSE TO USE OF BI PHARMA KG'S INTELLECTUAL PROPERTY

        BI PHARMA KG hereby grants COULTER a [...***...] license, [...***...]
        under this Agreement in connection with the Cell Line, the Process
        and/or the Product, to use, sell, offer for sale and import Product.

        Except as provided for in Article 3.1 above this license shall extend to
        the Process for production of the Product after regular expiration of
        this Agreement only.

10.3    NO ADDITIONAL LICENSES

        Except as granted under this Agreement, no right or license, either
        express or implied, under any patent or proprietary right is granted
        hereunder by virtue of the disclosure of COULTER Confidential
        Information or BI PHARMA KG Confidential Information.

11.     TERM AND TERMINATION

11.1    TERM; EXTENSION

        This Agreement will come into force and effect as of the Effective Date,
        and shall remain valid until [...***...] (the "Initial Term").

        It will automatically extend for additional [...***...] year periods in
        the absence of a written notice of termination by one of the parties to
        the other.

        Such written notice shall be given no later than [...***...] years prior
        to the end of the Initial Term and/or any extension period.

11.2    EARLY TERMINATION

11.2.1  To the extent permitted by law, if either party shall become insolvent
        or shall make assignment for the benefit of creditors, or proceedings in
        voluntary bankruptcy shall be instituted on behalf of or against a party
        or a receiver or trustee of all, or substantially all of the property of
        a party shall be appointed, the other party shall be entitled to
        terminate this Agreement by giving written notice to this effect to the
        first party whereupon this Agreement shall so terminate, unless such
        situation is rectified within a period of 60 (sixty) days.

11.2.2  Either party may terminate this Agreement for any material breach of
        this Agreement, if such breach is not cured within 60 (sixty) days
        following receipt by the party committing the breach of written notice
        of the intent to terminate. Such termination shall become effective
        immediately upon further notice to the defaulting party.

11.2.3  This Agreement may be terminated by COULTER at any time if COULTER shall
        withdraw the Product from the US market. In this case COULTER will pay
        to BI PHARMA KG the Product Price for the firm ordered quantities (see
        Article 3.3 above) of the Product. Moreover, COULTER will pay to BI
        PHARMA KG [...***...] as follows: for the [...***...] (which is
        [...***...]) COULTER will pay [...***...] (according to
        [...***...])[...***...]

        [...***...]
        [...***...]



*CONFIDENTIAL TREATMENT REQUESTED



                                      17.
<PAGE>   18

        These payments shall be due [...***...] after receipt by BI
        PHARMA KG of the notice of premature termination from COULTER and
        receipt by COULTER of the respective invoice from BI PHARMA KG.

11.2.4  COULTER shall have the right to terminate this Agreement upon the date
        when [...***...] increases to [...***...] according to APPENDIX 1.

11.3    INTRODUCTION OF THE EURO

        The introduction of the Euro as the legal currency or legal tender in
        Germany (see Articles 8.5 and 8.6 above) shall in no way affect the
        validity of this Agreement and shall not entitle any party hereto to
        terminate, or to require any amendment to, this Agreement.

11.4    EFFECT OF TERMINATION

        Upon the expiration or termination of this Agreement:

11.4.1  At the request of COULTER, BI PHARMA KG shall either destroy the Cell
        Line as well as the material derived from its culture or deliver the
        same to COULTER or a party nominated by COULTER [...***...] and
        shall promptly return all COULTER Confidential Information to COULTER;
        except for a single copy and/or sample of each material for
        documentation purposes only. BI PHARMA KG'S responsibility to keep and
        store the Cell Line and any other materials shall terminate six (6)
        months after expiration or termination of this Agreement and

11.4.2  COULTER shall promptly return all BI PHARMA KG Confidential Information
        to BI PHARMA KG, except for a single copy and/or sample for
        documentation purposes only.

        The respective rights of BI PHARMA KG and COULTER to indemnification as
        set forth in Article 6 hereof and Articles 4.1 and 5.5 shall survive
        termination of this Agreement with respect to any claims that relate to
        or derive from the Project, or any acts or failures to act, of either BI
        PHARMA KG or COULTER in connection with the Project that occur prior to
        termination. Article 9 shall survive termination of this Agreement as
        laid down herein.

12.     MISCELLANEOUS

12.1    FORCE MAJEURE.

        Neither party shall be in breach of this Agreement if there is any
        failure of performance under this Agreement occasioned by any act of
        God, fire, act of government or state, war, civil commotion,
        insurrection, embargo, prevention from or hindrance in obtaining energy
        or other utilities, labor disputes of whatever nature or any other
        reason beyond the control of either party. In the event the Force
        Majeure lasts 1 (one) year, the other party may terminate this
        Agreement.

12.2    PUBLICITY.

        Except as required by law, no press release or other form of publicity
        regarding the work performed hereunder or this Agreement shall be
        permitted by either party to be published unless both parties have
        indicated their consent to the form of the release in writing.



*CONFIDENTIAL TREATMENT REQUESTED



                                      18.
<PAGE>   19

12.3    NOTICES.

        Any notice required or permitted to be given hereunder by either party
        shall be in writing and shall be (i) delivered personally, (ii) sent by
        registered mail, return receipt requested, postage prepaid or (iii)
        delivered by facsimile with immediate telephonic confirmation of
        receipt, to the addresses or facsimile numbers set forth below:

        If to BI PHARMA KG:   Boehringer Ingelheim Pharma KG
                              Birkendorfer Strasse 65
                              88397 Biberach an der Riss
                              Federal Republic of Germany
                              Attention:     Dr. Wolfram Carius
                                             (cc: Dr. Wolfgang Noe)
                              Fax:   ++49 73 51/54-4862
                              Phone: ++49 73 51/54-5134

          If to COULTER:      Coulter Pharmaceutical Inc.
                              550 California Avenue, Suite 200
                              Palo Alto, California 94306-1440
                              U.S.A.,
                              Attention:     Vice President, Manufacturing
                                     (cc: Chief Financial Officer
                              Fax:           001-650-849-7500
                              Phone: 001-650-849-7530

        Each notice shall be deemed given (i) on the date it is received if it
        is delivered personally, (ii) one (1) day after the date it is
        postmarked if it is sent by certified United States mail, return receipt
        requested, postage prepaid or (iii) on the date it is received if it is
        sent by facsimile with immediate telephonic confirmation of receipt.

12.4    APPLICABLE LAW/JURISDICTION

        This Agreement shall be governed by and construed in accordance with the
        laws of the place of domicile of the party sued and the courts of the
        place of domicile of the party sued shall have exclusive jurisdiction
        over all legal matters and proceedings hereunder.

12.5    COMPLIANCE WITH LAWS

        BI PHARMA KG shall perform the work hereunder in conformance with GMP,
        as applicable, and all German and/or European Economic Community (EEC)
        laws, ordinances and governmental rules or regulations pertaining
        thereto.

12.6    INDEPENDENT CONTRACTORS

        Each of the parties hereto is an independent contractor and nothing
        herein contained shall be deemed to constitute the relationship of
        partners, joint venture, nor of principal and agent between the parties
        hereto. Neither party shall hold itself out to third persons as
        purporting to act on behalf of, or serving as the agent of, the other
        party.

12.7    WAIVER

        No waiver of any term, provision or condition of this Agreement whether
        by conduct or otherwise in any one or more instances shall be deemed to
        be or construed as a further or



                                      19.
<PAGE>   20

        continuing waiver of any such term, provision or condition or of any
        other term, provision or condition of this Agreement.

12.8    SEVERABILITY

        If any provision of this Agreement is held to be invalid or
        unenforceable by a court of competent jurisdiction all other provisions
        shall continue in full force and effect.

        The parties hereby agree to attempt to substitute for any invalid or
        unenforceable provision a valid or enforceable provision which achieves
        to the greatest extent possible the economic, legal and commercial
        objectives of the invalid or unenforceable provision.

12.9    ENTIRETY

        This Agreement, including any exhibits and appendices attached hereto
        and referenced herein, constitutes the full understanding of the parties
        and a complete and exclusive statement of the terms of their agreement,
        and no terms, conditions, understandings or agreements purporting to
        modify or vary the terms thereof shall be binding unless they are
        hereafter made in writing and signed by both parties.

12.10   ASSIGNMENT

        This Agreement shall be binding upon the successors and assigns of the
        parties and the name of a party appearing herein shall be deemed to
        include the names of its successors and assigns provided always that
        nothing herein shall permit any assignment by either party, except as BI
        PHARMA KG may assign this Agreement to an affiliated company taking over
        the operative biotech business of BI PHARMA KG and COULTER may assign in
        the case of a merger or acquisition or transfer of its assets related to
        this Agreement.


                                      20.
<PAGE>   21

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by their duly authorized representatives on the day and year first above
written.

<TABLE>
<S>                                               <C>
COULTER PHARMACEUTICAL, INC.                      BOEHRINGER INGELHEIM PHARMA KG
                                PPA.                             PPA.
/s/ WILLIAM G. HARRIS           /s/ DR. WOLFRAM CARIUS           /s/ PROF. ROLF WERNER
----------------------------    ----------------------------     -------------------------------
Vice President and CFO          Dr. Wolfram Carius              Prof. Rolf Werner
                                (Head of Biopharmaceutical      (Head of Industrial
                                Manufacture)                    Biopharmaceuticals world-wide)
</TABLE>


 Appendix 1:   Product Price and Basic Production Assumptions
 Appendix 2 a: Firm Orders (preapproval phase)
 Appendix 2 b: Rolling Forecast (post approval phase)
 Appendix 3:   Specifications for Product
 Appendix 4:   Manufacturing Project Managers and Manufacturing Project Team 
               Members
 Appendix 5:   Manufacturing Forecast
 Appendix 6:   Certificate of Compliance
 Appendix 7:   Compliance Policy of BI PHARMA KG for Biopharmaceutical Contract 
               Manufacturing for the U.S.


                                      21.
<PAGE>   22

                                                            Boehringer Ingelheim

                                                                      APPENDIX 7

                      COMPLIANCE POLICY OF BI PHARMA KG FOR
               BIOPHARMACEUTICAL CONTRACT MANUFACTURING FOR THE US

Goal:

To define BI policy for establishing compliance oversight for contract
manufacturing of products were the third party is the owner of a product for
marketing in the United States of America.

Several measures are offered by BI to a third party in order to establish
compliance oversight of the license holder over its product manufactured at BI:

1.0     CONTRACT 
        The basic GMP Compliance aspects are laid down in a written contract
        between the parties (license holder and BI).

2.0     AUDITS 
        The license holder has the right to conduct annual audits at the
        facilities of BI to inspect GMP-status of the facility with respect to
        its product. BI is committed to resolve relevant GMP- deficiencies
        observed by the license holder or is consultants.

 3.0    DOCUMENT CONTROL/APPROVAL

        3.1    Master Batch Records

               The license holder has to approve the master batch records for
               commercial production of its product. All changes of the batch
               records which impact regulatory filings identified by BI QA
               require written approval of the license holder prior to revision
               of the batch records and implementation of the changes.

        3.2    Testing Records

               The license holder has to approve the product specific testing
               records for manufacturer release testing of its product. All
               changes of the records which impact regulatory filings identified
               by BI QA require written approval of the license holder prior to
               revision of the document.

        3.3    Process and Method Validation

               The license holder has to approve the validation for process and
               method validation.


                                      22.
<PAGE>   23

                                                                      Appendix 6

                                                            Boehringer Ingelheim

                            CERTIFICATE OF COMPLIANCE

                                                                     Page 1 of 1

PRODUCT:

Lot No.:

MANUFACTURING DATE:

EXPIRATION DATE:

It is hereby certified that all manufacturing documents including batch
manufacturing records and in-process control sheets have been inspected and
found to be in compliance with current specifications and that the analyses
carried out in our control laboratory have revealed the results of the attached
analytical certificates and are in compliance with current specifications.

If occurred, deviations during manufacturing and testing of the product are
documented in the batch manufacturing and testing records and have been assessed
and found to be acceptable.

The batch was manufactured in accordance with cGMP's and with the product's.

The lot is approved and released.

BOEHRINGER INGELHEIM PHARMA KG

QUALITY ASSURANCE

Signature:
          ------------------------

Date:
     -----------------------------
          (day/month/year)


                                      23.
<PAGE>   24

                                                            Boehringer Ingelheim

4.0     PRODUCT RELEASE

        4.1    BI-Manufacturers release

               Bl certifies to the license holder that manufacturing and testing
               of a batch has been performed according cGMP and according the
               BLA. BI certifies the analytical results of a batch. BI provides
               a summary of all deviations which might have occurred during
               manufacturing and testing.

        4.2    Final product release

               The final release of product for marketing is the responsibility
               of the license holder.

5.0     FACILITY CHANGES

        BI notifies the license holder of significant facility changes.


                                      24.
<PAGE>   25

                                                                      Appendix 5

Manufacturing Forecast for Coulter B 1 Therapy

                                      Years

<TABLE>
<S>               <C>            <C>             <C>            <C>             <C>
[...***...]       [...***...]    [...***...]     [...***...]    [...***...]     [...***...]
US Demand         [...***...]    [...***...]     [...***...]    [...***...]     [...***...]
European Demand   [...***...]    [...***...]     [...***...]    [...***...]     [...***...]
Total Demand      [...***...]    [...***...]     [...***...]    [...***...]     [...***...]

 Assumes:
[...***...]
[...***...]
</TABLE>













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                                                                      Appendix 4

                           MASTER-PROJECT PLAN: ANT-B1

                    COULTER PHARMACEUTICALS INC./B1 PHARMA KG

                       MANUFACTURING PROJECT MANAGERS AND
                       MANUFACTURING PROJECT TEAM MEMBERS



[...***...]



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                                      26.
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                                                                    Appendix 3.1

Product Specification                              Doc. Number: PSP/PCP XXXXX
ANTI-B1 ANTIBODY BULK                              Effective Date: DRAFT
Manufactured by BI Pharma KG                       Page Number: 1 of 3


PRODUCT DESCRIPTION

Purified Monoclonal Antibody Bulk directed against CD20 Antigen formulated in
[...***...]

<TABLE>
<S>                             <C>                    <C>
PART NUMBER:                    LOT NUMBER:            Storage Conditions [...***...]
MANUFACTURER: THOMAE            MANUFACTURE DATE       EXPIRATION DATE [...***...]
ATTRIBUTE                       TEST METHOD            Specification
Quality
[...***...]                     [...***...]            [...***...]

Identity
[...***...]                     [...***...]            [...***...]
[...***...]                     [...***...]            [...***...]
[...***...]                     [...***...]            [...***...]

Composition
[...***...]                     [...***...]            [...***...]

Purity
[...***...]                     [...***...]            [...***...]
[...***...]                     [...***...]            [...***...]
[...***...]                     [...***...]            [...***...]

Potency
[...***...]                       [...***...]                     [...***...]

Safety
[...***...]                     [...***...]            [...***...]
[...***...]                     [...***...]            [...***...]
</TABLE>



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Appendix 3.1

FOR INFORMATION ONLY
<TABLE>
<S>                                      <C>                                   <C>
ATTRIBUTE                                TEST METHOD                           SPECIFICATION
[...***...]                              [...***...]                           [...***...]
[...***...]                              [...***...]                           [...***...]
[...***...]                              [...***...]                           [...***...]
[...***...]                              [...***...]                           [...***...]
[...***...]                              [...***...]                           [...***...]
[...***...]                              [...***...]                           [...***...]
[...***...]                              [...***...]                           [...***...]
[...***...]                              [...***...]                           [...***...]
[...***...]                              [...***...]                           [...***...]
[...***...]                              [...***...]                           [...***...]
</TABLE>



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Appendix 3.2

FOR INFORMATION ONLY

<TABLE>
<CAPTION>
ATTRIBUTE                         TEST METHOD                     SPECIFICATION
<S>                               <C>                             <C>
[...***...]                       [...***...]                     [...***...]
[...***...]                       [...***...]                     [...***...]
[...***...]                       [...***...]                     [...***...]
[...***...]                                                       [...***...]
[...***...]                       [...***...]                     [...***...]

 POTENCY
[...***...]               [...***...]             [...***...]

SAFETY
[...***...]                       [...***...]                     [...***...]
[...***...]                       [...***...]                     [...***...]
[...***...]                       [...***...]                     [...***...]
[...***...]                       [...***...]                     [...***...]
[...***...]

[...***...]
</TABLE>

<TABLE>
<CAPTION>
Product Specification                                     Doc. Number PSP/PCA
<S>                                                       <C>
ANTI-B1 ANTIBODY FINAL BAGGED PRODUCT                     XXXX
for further manufacturing                                 Effective Date: DRAFT
Manufactured by BI Pharma KG                              Page Number: 1 of 3

PRODUCT DESCRIPTION Purified
Monoclonal Antibody directed
against CD20 Antigen
formulated in [...***...]

PART NUMBER:                   LOT NUMBER:                 STORAGE CONDITIONS [...***...]
MANUFACTURER: THOMAE           MANUFACTURE DATE            EXPIRATION DATE [...***...]
ATTRIBUTE                      TEST METHOD                 SPECIFICATION
QUALITY
[...***...]                    [...***...]                 [...***...]
[...***...]                    [...***...]                 [...***...]

IDENTITY
[...***...]                     [...***...]                [...***...]
[...***...]                     [...***...]                [...***...]
</TABLE>

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                                      29.
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<TABLE>
<S>                             <C>                        <C>
COMPOSITION
[...***...]                     [...***...]                [...***...]
[...***...]                     [...***...]                [...***...]

PURITY
[...***...]                     [...***...]                [...***...]
[...***...]                     [...***...]                [...***...]
[...***...]                     [...***...]                [...***...]


Product Specification                                   Doc. Number: PSP/PCA
ANTI-BI ANTIBODY FINAL VIALED PRODUCT                   xxxx
Manufactured by BI Pharma KG                            Effective Date: DRAFT
                                                        Page Number; 1 of 2

PRODUCT DESCRIPTION: Purified Monoclonal Antibody directed against CD20 Antigen
formulated in

[...***...]

ATTRIBUTE         TEST METHOD                           SPECIFICATION

QUALITY
[...***...]       [...***...]                           [...***...]
[...***...]       [...***...]                           [...***...]

IDENTITY
[...***...]                    [...***...]              [...***...]
[...***...]                    [...***...]              [...***...]

COMPOSITION
[...***...]                       [...***...]                     [...***...]
[...***...]                       [...***...]                     [...***...]

PURITY
[...***...]                       [...***...]                     [...***...]
[...***...]                       [...***...]                     [...***...]
[...***...]                       [...***...]                     [...***...]


POTENCY
[...***...]                       [...***...]                     [...***...]
</TABLE>

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                                      30.
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<TABLE>
<S>                               <C>                             <C>
SAFETY
[...***...]                       [...***...]                     [...***...]
[...***...]                       [...***...]                     [...***...]
[...***...]                       [...***...]                     [...***...]
[...***...]                       [...***...]                     [...***...]

[...***...]

[...***...]
</TABLE>

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Appendix 3.3

<TABLE>
<CAPTION>
FOR INFORMATION ONLY
ATTRIBUTE                         TEST METHOD             SPECIFICATION
<S>                               <C>                     <C>
[...***...]                       [...***...]             [...***...]
[...***...]                       [...***...]             [...***...]
[...***...]                       [...***...]             [...***...]
[...***...]                       [...***...]             [...***...]
</TABLE>

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Appendix 2a

             FIRM ORDER PLANNING SYSTEM OF ANTI-B1 COMMERCIAL SUPPLY
                                PRE FDA APPROVAL


<TABLE>
<CAPTION>
Year          [......***.....]
<S>     <C>   <C>  <C>   <C>   <C>  <C>   <C>  <C>   <C>   <C>   <C>   <C>    <C>   <C>   <C>
[..........*******...........]
</TABLE>

[...***...]

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                                      33.
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Appendix 2b

              ROLLING FORECAST PLANNING SYSTEM OF BULK PRODUCT AND
                     FINAL PRODUCT ANTI-B1 COMMERCIAL SUPPLY


<TABLE>
<CAPTION>
1998                   1999                2000                    2001                 2002
<S> <C>  <C>   <C>     <C> <C> <C>   <C>   <C>  <C>   <C>    <C>   <C> <C>   <C>   <C>  <C> <C>  <C>   <C>
IQ  IIQ  IIIQ  IVQ     IQ  IIQ IIIQ  IVQ   IQ   IIQ   IIIQ   IVQ   IQ  IIQ   IIIQ  IVQ  IQ  IIQ  IIIQ  IVQ
</TABLE>


[...***...]



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Appendix 1 Page 1 of 2

Master Project plan : ANTI B1
       COULTER PHARMACEUTICAL BI Pharma KG

Basic Production Assumptions and Pricing System for
Commercial Supply

BASIC PRODUCTION ASSUMPTIONS OF BULK DRUG SUBSTANCE
<TABLE>
<S>                                    <C>
Scale                                  [...***...]
Titer                                  [...***...]
Overall Yield                          [...***...]
Total amount per run                   [...***...]

PRICE [...***...]
 Quantity per year                 Price [...***...]
      [...***...]                        [...***...]
      [...***...]                        [...***...]
      [...***...]                        [...***...]
      [...***...]                        [...***...]
      [...***...]                        [...***...]

STERILE LIQUID FILL [...***...]
       Batch Size [...***...]
       Final Dosage [...***...]
       Fill Volume [...***...]
       Price [...***...]                                       [...***...]

STERILE LIQUID FILL [...***...]
       Batch Size [...***...]
       Final Dosage [...***...]
       Fill Volume [...***...]
       Price[...***...]                                        [...***...]

FILL [...***...]
       Bulk Drug Substance approximately [...***...]
       Fill Volume [...***...]
       Price [...***...]                                       [...***...]
</TABLE>

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APPENDIX 1 PAGE 2 OF 2

Master Project plan : Anti B1
COULTER PHARMACEUTICAL / BI Pharma KG

Basic Production Assumptions and Pricing System for
Commercial Supply

S = SURCHARGE
The surcharge system is effective, [...***...]
If the annual placed firm order Quantity falls below [...***...], BI Pharma KG
will charge 
[...***...] 
Calculated as follows:
[...***...]
[...***...]

Surcharge= [...***...]

PRICE CALCULATION FINAL PRODUCT

PB= Bulk Drug price [...***...]

[...***...]
Price = [...***...]

[...***...]
Price = [...***...]

BAG OR APPROPRIATE CONTAINER FILL
[...***...]
Price = [...***...]



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