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                                                                  Exhibit 10.19

                                 AMENDMENT NO. 1
                        TO AGREEMENT DATED APRIL 18, 1994

         THIS AMENDMENT NO. 1 is made and entered into this 22nd day of January,
1999, by and between Georgetown University, a federally chartered corporation
("Georgetown"), having a principal place of business at 37th and O Streets N.W.,
Washington, D.C. 20057 and NeoPharm, Inc., a Delaware corporation ("NeoPharm"),
having a principal place of business at 100 Corporate North, Suite 215,
Bannockburn, Illinois 60015.

                                    RECITALS:

         WHEREAS, Georgetown and NeoPharm entered into an agreement dated April
18, 1994 (the "Agreement") providing for NeoPharm's sponsoring of certain
research by Georgetown and Georgetown granting to NeoPharm an exclusive license
in the "Field" under the "Georgetown Patents" to make, have made, use and sell
the "Products" anywhere in the world and an exclusive license to use the
"Georgetown Inventions" and "Georgetown Information" in the Field anywhere in
the world (as those terms are defined in the Agreement), including the right to
grant sublicenses; and

         WHEREAS, Section 11.3 of the Agreement provides that the parties may
amend, modify and supplement the Agreement in such manner as may be agreed upon
by them in writing; and

         WHEREAS, Georgetown and NeoPharm wish to amend the Agreement to
incorporate the amendments and modifications herein set forth;

         NOW, THEREFORE, in consideration of the party's mutual agreements
herein contained, it is hereby agreed between the parties as follows:

         1. Throughout the Agreement the name "OncoMed" is deleted and there is
substituted therefore the name "NeoPharm".

         2. Existing Section 4.2 of the Agreement is hereby designated as
subsection "(a)" and there is added a new subsection as follows:

         "(b) Sublicense Payment. Within 30 days of NeoPharm entering into any
         sublicense with a Sublicensee, NeoPharm shall pay to Georgetown a one
         time sublicense fee of $400,000."

         3. The following sentence shall be added at the end of Section 5.1:

                  "At such time as any Sublicensee shall receive approval from
                  the U.S. Food and Drug Administration of a New Drug
                  Application with respect to any Product, then, within 30 days
                  of the date of notification of such approval, NeoPharm shall
                  make a one time payment to Georgetown of $250,000."

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         4. In Section 6.3(a), in the last sentence, the reference to 5% is
hereby deleted and replaced with "2 1/2%."

         5. In Section 6.3(b), in the last sentence, the reference to "2 1/2%"
is hereby deleted and replaced with "1 1/4%."

         6. In all other respects, the Agreement is hereby ratified and
confirmed.


                            [SIGNATURE PAGE FOLLOWS]






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         IN WITNESS WHEREOF, the parties have executed the Amendment No. 1 as of
the day and date first above written:

                                             GEORGETOWN UNIVERSITY


                                         By:   /s/ Jack Kolosky
                                            -----------------------------------
                                         Its:  Chief Financial Officer  


                                         By:   /s/ William J. Hartman 
                                            -----------------------------------
                                         Its:  Director, Research & Technology 


                                         NEOPHARM, INC.


 
                                         By:  /s/ Mahendra Shah 
                                            -----------------------------------
                                              Its: Vice President  




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