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                                                                    EXHIBIT 10.1

                                SUPPLY AGREEMENT


This Agreement is made to be effective as of 22nd January 2002 by and between
INDENA SPA, a company organized and existing under the laws of Italy, having
offices at Viale Ortles 12, 20139 Milano, Italy ("Indena") and SONUS
PHARMACEUTICALS, INC., a company organized and existing under the laws of the
State of Delaware, USA, having offices at 22026 20th Avenue SE, Bothell, WA
98021 USA ("SONUS"). Indena and SONUS are each acting on behalf of itself and of
the respective Affiliates. Indena and its Affiliates are hereinafter
collectively referred to as "SUPPLIER" and SONUS and its Affiliates are
hereinafter collectively referred to as "PURCHASER".

WHEREAS

A.       Supplier engages in the production, marketing and sale of vegetal
         extracts, derivatives and active principles; and

B.       Purchaser is interested to purchase from Supplier medical grade
         paclitaxel for use in the manufacture of a pharmaceutical speciality
         and Supplier desires to supply paclitaxel to Purchaser, upon the terms
         and conditions set out hereinafter,

NOW, THEREFORE, THE PARTIES HERETO AGREE AS FOLLOWS.

1.     CERTAIN DEFINED TERMS

       As used in this Agreement, the following terms shall have the following
meanings (with the understanding that terms importing the singular also include
the plural and vice-versa):

       (a)    "AGREEMENT" shall mean this Supply Agreement of which the Exhibits
              attached hereto form an integral and substantive part;

       (b)    "EFFECTIVE DATE" shall mean the date first written above;

       (c)    "PRODUCT" shall mean medical grade paclitaxel conforming to the
              specifications set forth on Exhibit 1 attached hereto (the
              "Specifications") and Supplier's DMF filed with FDA;

       (d)    "FINISHED PRODUCT" shall mean the new pharmaceutical product
              containing the Product to be manufactured, marketed and sold by
              Purchaser in the Territory;

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       (e)    "TERRITORY" shall mean any country of the world;

       (f)    "FDA" shall mean the United States Food and Drug Administration;

       (g)    "FDA APPROVAL" shall mean approval by the FDA of the NDA relating
              to the Finished Product and of Supplier as supplier of Product;

       (h)    "NDA" shall mean the New Drug Application required to manufacture,
              market and sell the Finished Product in the United States;

       (i)    "DMF" shall mean Supplier's Drug Master File required to
              manufacture, market and sell the Product in the Territory;

       (j)    "cGMP" shall mean current good manufacturing practices as the same
              are or shall from time to time be established by governmental
              authority in the Territory;

       (k)    "AFFILIATES" of a party hereto shall mean any company or other
              entity directly or indirectly controlling, or controlled by, such
              party or under common control as such party, the term "control"
              meaning ownership of the majority of shares carrying the right to
              vote at General Meetings or the power to direct the policies and
              management of a company or entity; and

       (l)    "USP" shall mean the United States Pharmacopoeia, current edition.


2.     SALE AND PURCHASE OF PRODUCT

       During the term hereof Supplier undertakes to supply, and Purchaser
       undertakes to purchase the Product for use to manufacture the Finished
       Product pursuant to purchase orders delivered by Purchaser to Supplier
       from time to time as provided herein. Nothing herein shall be deemed or
       construed as imposing any obligation of either party to deal exclusively
       with the other party or any obligation of Purchaser to purchase its
       requirements of the Product from Supplier.

3.     INITIAL SUPPLIES

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3.1      In year 2002, Supplier undertakes to supply, and Purchaser undertakes
         to purchase, 1000 grams of Product to be used by Purchaser to
         manufacture the Finished Product (the "Initial Supplies").

3.2      Orders for each lot of Product to be delivered in year 2002 shall be
         placed with Supplier at least 90 days before the requested date of
         supply.


4.       FURTHER SUPPLIES

         Regular supplies of Product (the "Further Supplies") shall begin
         starting by January 2003 or such other date as the parties may agree in
         writing, as provided in Section 5 below.


5.       FORECASTS AND ORDERS

5.1      By October 31 of each year during the term hereof starting from year
         2002, Purchaser shall submit to Supplier an estimated rolling forecast
         of the quantities of Product that Purchaser expects to order during the
         two following calendar years.

         The forecast for the first following calendar year divided by quarters
         shall be binding and shall be considered a firm purchase commitment.
         Purchaser shall confirm each binding purchase commitment by a purchase
         order. Each purchase order and any confirmation shall be governed and
         superseded by the terms and provisions of this Agreement.

         The forecast for the second calendar year also divided by quarters
         shall be non-binding, provided that the relevant firm order must be
         consistent (plus or minus 15%) with the forecasted quantities.

5.2      By no later than November 30 of each year during the term hereof
         starting from 2002 Indena will confirm in writing to Purchaser the
         receipt and acceptance of firm orders.

5.3      In the event that the parties agree on a date other than January 2003
         for the beginning of regular supplies the dates set out in the
         preceding Sections may be revised by mutual agreement.


6.     SHIPMENTS

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6.1      The Product shall be shipped CIP, Seattle, Washington, USA. Supplier
         shall be responsible for all export, import, or customs taxes or
         duties, and any sales use, or value-added taxes of any jurisdiction
         that may apply to the purchase and sales of the Product hereunder.

6.2      Unless otherwise specifically provided, trade terms used herein are as
         defined in Incoterms (2000) issued by the International Chamber of
         Commerce.


7.       PRICE; PAYMENT TERMS

7.1      The Price for the Initial Supplies of the Product shall be as specified
         in the quotation and appended hereto as Exhibit 2.

7.2      The price for Further Supplies of the Product applicable in each
         two-year period will be mutually agreed by October 31 of the preceding
         year, provided that if there are unforeseeable material increases in
         the costs borne by Supplier to manufacture the Product which are not
         the result of fault or negligence of Supplier, the parties shall
         promptly consult and negotiate in good faith on a new price of supply.

7.3      Payment by Purchaser of each lot of Product supplied hereunder shall be
         made at 30 days from the date of the relevant invoice by Supplier by
         wire transfer to the bank account designated by Supplier in the
         invoice.


8.       WARRANTIES, LIABILITIES, INDEMNITY

8.1      Supplier represents and warrants as follows.

         (a)      The Product supplied hereunder shall be in compliance with the
                  Specifications and the relevant DMF.

         (b)      The Product shall conform in all respects to the applicable
                  laws, regulations and approvals governing the manufacture,
                  importation, distribution and use of the Product. Without
                  limiting the generality of the foregoing, Supplier represents
                  and warrants that the Product shall not be adulterated or
                  misbranded within the meaning of the U.S. Federal Food Drug
                  and Cosmetic Act, as amended, as well as any applicable
                  foreign law or regulation of any country, as such Act and such
                  laws are constituted and are effective at the time of
                  delivery.

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         (c)      The manufacture of the Product shall be manufactured in an FDA
                  approved facility in accordance with cGMP. Purchaser's
                  representatives shall have the right to inspect Supplier's
                  Product manufacturing facilities, once per calendar year
                  during regular business hours and upon at least 30 working
                  days prior notice, to verify Supplier's compliance with the
                  foregoing.

         (d)      All laboratory, scientific technical and/or other data
                  submitted by or on behalf of Supplier relating to the Product
                  shall be true and correct and shall not contain any
                  misrepresentation or omission.

         (e)      An approved Certificate of Analysis, showing conformance of
                  the Product to the relevant Product Specifications and
                  requirements, shall accompany each lot within each shipment of
                  the Product.

         (f)      Each Product shipment shall have at minimum 1.5 years
                  remaining before retest date according to the Certificate of
                  Analysis.

         (g)      Upon publication as a monograph in the USP, the Product shall
                  conform in all respects to the applicable requirements for
                  paclitaxel, USP.

         OTHER THAN AS SPECIFICALLY SET FORTH IN THIS AGREEMENT. SUPPLIER HEREBY
         EXPRESSLY EXCLUDES AND DISCLAIMS ALL WARRANTIES (WHETHER IMPLIED OR
         EXPRESS), INCLUDING, WITHOUT LIMITATION: (i) ANY WARRANTY OF
         MERCHANTABILITY; OR (ii) ANY WARRANTY OF FITNESS OF THE PRODUCT
         SUPPLIED UNDER THIS AGREEMENT FOR THE PARTICULAR PURPOSE FOR WHICH
         PURCHASER INTENDS TO USE IT.

8.2      Within 30 days from receipt Purchaser shall analyze each lot of Product
         delivered by Supplier hereunder and if any quantity of the Product
         delivered by Supplier hereunder fails to meet the Specifications, or
         the terms or provisions of this Agreement, or is otherwise defective,
         Purchaser shall give notice to Supplier, except for claims based on
         hidden defects, with respect to which the above 30 day period shall be
         computed from the date of discovery. Failure by Purchaser to give this
         notice within the 30 day period shall constitute a waiver by Purchaser
         of all claims under this Agreement with respect to the Product.

         If Supplier accepts the claim, Purchaser shall return to Supplier the
         defective or non-conforming lot at Supplier's expense, unless the
         parties


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       agree otherwise, and Supplier shall at its care and expense and as soon
       as technically possible replace the non-conforming or defective lot. In
       the event of disagreement between the parties about non-conformity or
       other defects alleged by Purchaser, the matter shall be finally settled
       by an independent laboratory at the expense of the party whose findings
       are not confirmed by the independent laboratory.

8.3    FOR DELIVERIES OF NON-CONFORMING OR DEFECTIVE PRODUCT BY SUPPLIER TO
       PURCHASER, PURCHASER'S EXCLUSIVE REMEDY AND SUPPLIER'S EXCLUSIVE
       LIABILITY HEREUNDER (WHETHER IN CONTRACT, IN TORT, UNDER ANY WARRANTY, OR
       OTHERWISE), FOR ANY AND ALL LOSSES, DAMAGES OR INJURIES, WHETHER TO
       PERSONS OR PROPERTY, RESULTING FROM PRODUCT USED AS SUCH OR IN THE
       FINISHED PRODUCT, OR FROM ANY OTHER CAUSE, SHALL BE LIMITED TO THE
       REPLACEMENT BY SUPPLIER OF ANY NON-CONFORMING OR DEFECTIVE PRODUCT SOLD
       TO PURCHASER HEREUNDER, FREE OF CHARGE.

8.4    Supplier shall indemnify and hold Purchaser harmless from and against any
       third party claim or action (and loss, liability, damage or expense
       including, without limitation, reasonable attorney's fees deriving
       therefrom) arising from or related to (i) any negligent act or omission
       of Supplier or willful misconduct of Supplier, or any directors,
       officers, employees or agents of Supplier, or (ii) any breach of any
       representation, warranty, or covenant by Supplier under this Agreement,
       subject to the provisions of Section 8.3.

8.5    Purchaser shall indemnify and hold Supplier harmless from and against any
       third party claim or action (and loss, liability, damage or expense
       including, without limitation, reasonable attorney's fees deriving
       therefrom) arising from or related to Purchaser's handling, storage or
       use of the Product or distribution, marketing or sale of any Finished
       Product containing the Product except to the extent attributable to
       Supplier pursuant to this Section 8.

8.6    If either party expects to seek indemnification from the other party
       under the preceding two paragraphs, the party seeking indemnification
       shall promptly give notice to the other party of any such claim or suit
       threatened, made or filed against it which forms the basis for such claim
       of indemnification and to co-operate fully with the other party in the
       investigation and defense of all such claims or suits. The indemnifying
       party shall have the option to assume the other party's defense in any
       such claim or suit with counsel reasonably satisfactory to the other
       party. No settlement or compromise shall

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         be binding on a party hereto without its prior written consent, unless
         such settlement fully releases the other party without any liability,
         loss, cost or obligation to such party.

8.7      THE REMEDIES PROVIDED FOR IN THIS SECTION 8 SHALL BE THE SOLE AND
         EXCLUSIVE REMEDIES AVAILABLE TO THE PARTIES HEREUNDER FOR THE VIOLATION
         BY THE OTHER PARTY OF ANY REPRESENTATION OR WARRANTY CONTAINED IN THIS
         AGREEMENT, AND ANY RIGHT OF EITHER PARTY TO PROSPECTIVE PROFITS OR
         SPECIAL, INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES, IS HEREBY
         EXPRESSLY EXCLUDED AND EXPRESSLY WAIVED BY THE PARTIES HERETO.

8.8      This Section 8 and the obligations contained herein shall survive the
         expiration or termination of this Agreement for any reasons whatsoever.


9.       REGULATORY MATTERS

9.1      Supplier shall maintain a complete DMF for the Product, complying with
         all applicable FDA and other applicable regulatory authority
         requirements and will provide to Purchaser copies of all correspondence
         with the FDA, inspection reports and other reports issued by the FDA
         with respect to the Product and Supplier's manufacturing facilities.
         Supplier shall further provide authorization for the regulatory
         agencies to refer to the DMF during the review of any regulatory
         submission made by Purchaser.

9.2      Purchaser shall use its commercially reasonable best efforts to file an
         NDA and to obtain FDA Approval as soon as practicable; provided,
         however, that nothing herein shall impose any obligation on Purchaser
         to continue to pursue FDA approval if in its reasonable business
         judgement, it would be commercially impractical to do so.

9.3      Supplier hereby authorizes Purchaser to reference Supplier's DMF in
         Purchaser's regulatory submissions. If Supplier intends to amend the
         DMF, Supplier shall send 60 days advance notice to Purchaser to permit
         it to request amendment to the FDA Approval, if required.

9.4      Supplier shall advise Purchaser immediately in the event it intends to
         change its process to manufacture the Product corresponding which may
         or could reasonably be expected to affect Supplier's DMF, Purchaser's
         regulatory submissions or the Finished Product.

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9.5      Supplier shall not institute any such change without first filing a
         complete and compliant DMF and shall provide Purchaser with Product
         manufactured without such change until (i) Purchaser has qualified the
         new Product and (ii) the approval of any amendment or supplement to
         Purchaser's regulatory submissions necessitated by and referencing such
         change and the new DMF, is obtained.


10.      INSURANCE

10.1     Purchaser and Supplier each agree to maintain in force product
         liability insurance, during the term of this Agreement and for a period
         of 2 years after expiration or termination hereof for any reason.
         During the period prior to commercialization of Finished Product, the
         following minimum product liability insurance coverage shall be in
         place:

                           Purchaser:       U.S. $ 5 Million.
                           Supplier:        U.S. $ 5 Million.

         Upon commercialization of Finished Product, the coverage limits will be
         reviewed and modified as appropriate.

10.2     Each party shall upon request provide to the other copy of the relevant
         insurance policy.


11.      FORCE MAJEURE

11.1     Supplier shall not be liable to Purchaser for any loss, cost, expense,
         damage or injury suffered by Purchaser, any third person or any
         property, whether direct or indirect, incidental or consequential, for
         failure to deliver or delay in delivering the Product (or any portion
         of the Product duly ordered by Purchaser and accepted by Supplier) and
         Purchaser shall not be liable to Supplier for any loss, cost, expense,
         damage or injury suffered by Supplier, any third person or any
         property, whether direct or indirect, incidental or consequential, for
         failure to accept or delay in accepting the Product (or any portion of
         the Product ordered by Purchaser from Supplier), when any such failure
         is due to force majeure and without the fault or negligence of the
         party so failing or delaying. For purposes of this Agreement, "Force
         Majeure" is defined as causes beyond the control of the party affected,
         including, without limitation (as each of the following relates to a
         party or a supplier to a party): acts of God; acts, regulations,
         decrees, restrictions

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       (including restrictions on the exportation or importation of the Product
       or crops or materials related to the manufacture of the Product) or laws
       of, or inaction by, any government; embargoes; seizure of cargo; wars
       (whether or not declared); civil commotion; destruction of production
       facilities or materials by fire, food, drought, earthquake, explosion or
       storm; labor disturbances; epidemics; and failure of public utilities or
       common carriers.

11.2   The party affected by Force Majeure shall give prompt notice to the
       other party (the "Force Majeure Notice") and take any reasonable steps as
       are necessary to relieve the effects thereof as rapidly as possible.

11.3   If Force Majeure lasts for more than 3 months the party which received
       a Force Majeure Notice may terminate this Agreement by written notice of
       termination mailed to the other by registered letter return receipt
       requested.


12.    CONFIDENTIALITY

12.1   Any confidential information pertaining to the Product that has been or
       will be communicated by Supplier to Purchaser, and any confidential
       information pertaining to the Finished Product communicated by Purchaser
       to Supplier, including without limitation, trade secrets, business
       methods and plans, pricing, costs, suppliers, manufacturing and customer
       information, shall be kept strictly secret by Purchaser and Supplier,
       respectively, and their respective affiliates, officers, directors,
       employees, agents and representatives, provided, however, that the
       restrictions and prohibitions set forth in this Section 12 shall not
       apply to the extent that such information:

       (a)    is available to the public in public literature or otherwise, or
              after disclosure by one party to the other becomes public
              knowledge through no fault of the party receiving such
              confidential information;

       (b)    was known to the party receiving such information prior to
              disclosure by the other party as demonstrated by written records
              or documentation;

       (c)    is obtained by the party receiving such information from a third
              party entitled to disclose it without breaching confidentiality
              obligations to the disclosing party;


       (d)    is required to be disclosed pursuant to any order of a court
              having jurisdiction or any lawful action of a governmental or
              regulatory agency; or

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       (e)    is independently developed by the party receiving such
              information, without use of confidential information disclosed by
              the other party as demonstrated by written records or
              documentation.

12.2   Each party shall take all precautions as it normally takes with its own
       confidential information to prevent any improper disclosure of such
       confidential information to any independent third party; provided,
       however, that such confidential information may be disclosed within the
       limits required to obtain any authorization from regulatory authorities
       in the Territory or, with the prior written consent of the other party,
       which shall not be unreasonably withheld, as may otherwise be required in
       connection with the purpose of this Agreement.

12.3   This Section 12 and the obligations contained herein shall survive for a
       period of seven years from the date of expiration or termination of this
       Agreement for any reason whatsoever.


13.    TERMINATION

13.1   Either party shall be entitled to terminate this Agreement by written
       notice mailed to the other party by registered letter return receipt
       requested in the event that Purchaser publicly announces that it has
       terminated efforts to obtain FDA Approval for Finished Product.
       Furthermore, should not Purchaser pursue regulatory approval or
       commercialization in a particular region or country, Supplier shall be
       entitled to enter an exclusive supply agreement with another party for
       that particular region or country, and the Territory shall be reduced
       accordingly.

13.2   Either party shall have the right to terminate this Agreement in
       accordance with the following provisions:

       (a)    immediately upon written notice of such termination to the other
              party, if the other party does not generally pay its debts as such
              debts become due, or shall admit in writing its inability to pay
              its debts generally, or shall make a general assignment for the
              benefit or creditors; or any proceeding shall be instituted by or
              against the other party seeking to adjudicate it a bankrupt or
              insolvent, or seeking liquidation, winding up, reorganization or
              relief of debtors, or seeking the entry of an order for relief or
              the appointment of a receiver, trustee, or other similar official
              for it or for any substantial part of its property, or the other
              party takes any corporate action to authorize any of the actions
              set forth above; or

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       (b)    if the other party is in breach of any of its material obligations
              under this Agreement, the injured party will have the right,
              without prejudice to any other rights to terminate this Agreement,
              by giving 60 days' written notice to the party who has breached,
              and such notice will automatically become effective unless the
              party who has breached remedies such breach to the reasonable
              satisfaction of the party seeking termination within such sixty
              day period.

13.3   The termination of this Agreement, for any reason, shall not affect any
       right or obligation already accrued hereunder nor the stipulations that
       are expressly stated to survive.

       If the Agreement is terminated Purchaser shall cease to use any
       confidential data and information received from Supplier hereunder and
       shall cease to refer to Supplier's DMF, provided that if the Agreement is
       terminated by Purchaser pursuant to Section 13.2 Purchaser shall have a
       period of 12 months to comply with these obligations in order to dispose
       of stock of Product on hand at the date of termination.


14.    TERM

14.1   This Agreement enters into force as of the Effective Date and, unless
       earlier terminated in accordance herewith, shall last until December 31,
       2006 (the "INITIAL TERM").

14.2   At the expiration of the Initial Term, this Agreement shall be
       automatically renewed for another two-year period, and so on, unless
       either party sends notice of termination to the other party by registered
       letter return receipt requested mailed at least 12 months before the
       original or any subsequent expiration date.


15.    MISCELLANEA

15.1   This Agreement shall inure to the benefit of, and shall be binding upon,
       each of the parties hereto and their respective successors and any
       purchaser of a substantial part of either party's assets or operations.
       The assignment of this Agreement or of rights and obligations deriving
       therefrom to a third party shall be otherwise subject to the obtaining of
       the written consent of the other party, provided that no consent shall be
       required for any such assignment by either party to one of its
       Affiliates.

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15.2   This Agreement contains the entire agreement between the parties hereto,
       and supersedes any general terms and conditions of sale or purchase of
       the parties hereto. It may be amended or modified only by a writing
       signed by both parties hereto.

15.3   This Agreement is on a principal to principal basis. Neither party is
       authorized to assume commitments in the name or on behalf of the other
       party nor shall it incur any liability whatsoever for which the other may
       become directly, indirectly or contingently liable.

15.4   Should any term or condition of this Agreement be held invalid,
       unenforceable or anyhow in conflict with applicable laws or regulations
       this shall not affect the validity and enforceability of the other
       provisions of this Agreement and the parties shall agree in good faith
       and substitute the invalid, unenforceable or conflicting provision with
       other valid and enforceable provisions which achieve to the maximum
       extent permitted the same financial and economic balance originally
       provided.

15.5   Without prejudice to other express provisions contained herein, any
       notice which shall or may be given by one party to the other in
       connection with this Agreement shall be valid only if delivered in person
       or sent by registered letter return receipt requested or by telefax as
       follows:

                  - if to Supplier:

                           INDENA SpA
                           Viale Ortles, 12
                           20139 Milano
                           (Italy)
                           telefax: (+39)(02) 57496236
                           attention: Director of Business Development
                           and Agreements

                  - if to Purchaser:

                           SONUS PHARMACEUTICALS, INC.
                           22026 20th Avenue SE
                           Bothell, WA 98021
                           USA
                           Telefax: 425-489-0626
                           attention: Vice President, Business Development

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       Any change of these addresses shall be promptly communicated in writing
       from either party to the other party in accordance herewith.

       Notices delivered in person shall be effective immediately. Notices sent
       by telefax shall be effective immediately if received on a working day;
       if not, they shall be effective the following working day. Notices sent
       by letter shall be effective upon receipt, unless the letter merely
       confirms a previous notice by telefax.

15.6   The Section headings contained in this Agreement are for reference
       purposes only and shall not affect in any way the meaning or
       interpretation of this Agreement.

15.7   This Agreement shall be governed by, and construed in accordance with,
       the laws of the State of New York, without regard to conflict of laws
       principles and the United Nations Convention on Contracts for the
       International Sale of Goods.

15.8   Any dispute which may arise between the parties out of, or relating to,
       this Agreement or supplies hereunder (including, not by way of
       limitation, those concerning validity, interpretation, breach,
       termination, prejudicial or competence matters), which the parties are
       unable to settle amicably in good faith, shall be finally settled by
       three arbitrators appointed and acting pursuant to the then prevailing
       Rules of Conciliation and Arbitration of the International Chamber of
       Commerce. The Arbitration shall be held in New York and the English
       language shall be used throughout the proceedings.

15.9   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. This Agreement may be executed by either
       party by copy transmitted by telefax and the executed counterpart so
       transmitted shall be as effective as a manually executed counterpart.



IN WITNESS WHEREOF, the authorized representatives of the parties have executed
this Agreement on the dates indicated below.


INDENA SpA                          SONUS PHARMACEUTICALS, INC.

By: /s/ Dario Bonacorsi             By: Michael A. Martino
    ------------------------        ---------------------------
       (Dario Bonacorsi)               (Michael A. Martino)


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Title: Chief Executive Officer      Title: President and CEO

Date: January 22, 2002              Date: January 22, 2002
      ----------------                    -------------------

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