<PAGE>   1

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HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
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AMENDED.

                                                                  EXHIBIT 10.29

                              AMENDED AND RESTATED

                         CONTRACT MANUFACTURE AGREEMENT

        THIS AGREEMENT (the "Restated Agreement") is made the June of 1999,
between MEDEVA PHARMA LIMITED ("Medeva"), with offices at Gaskill Road, Speke,
Liverpool L24 9GR, United Kingdom, and AVIRON ("Aviron") with offices at 297
North Bernardo Avenue, Mountain View, California 94043, United States of
America.

                                    RECITALS

A. Medeva carries on the business of, inter alia, manufacture, assembly and
packaging of pharmaceutical products, or components thereof.


B. Medeva and Aviron have collaborated on the development of the manufacturing
process for the Intermediate Product under the terms of that certain
Manufacturing and Development Agreement dated 7th November 1995 (the "1995
Development Agreement").

C. Aviron wishes Medeva to Manufacture the Intermediate Product (as hereinafter
defined), and Medeva is willing to Manufacture the Intermediate Product on the
terms and conditions hereinafter set out.


D. Aviron is the exclusive licensee of the University of Michigan to certain
live attenuated influenza Master Virus Seeds and the technology associated with
and required for the production of certain reassortants therefrom;


E. Aviron and Medeva have entered into that certain Contract Manufacture
Agreement dated April 16, 1997 (the "1997 Contract Manufacture Agreement"), and
wish to amend and restate said agreement as provided in this Restated Agreement.

                                    AGREEMENT

In consideration of the mutual covenants herein set forth, the adequacy of which
consideration is hereby acknowledged, the parties agree as follows:

1       AMENDMENT AND RESTATEMENT.

The parties hereby amend and restate the Contract Manufacture Agreement
    dated April 16, 1997, to read in full as set forth below.

2       DEFINITIONS

In this Restated Agreement, the terms below shall have the meanings as
   defined herein. Terms defined in the singular form shall include the
    plural meaning and vice versa.

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      2.1   "Agency" means any governmental body responsible for licensing of
            the Finished Product for commercial sale and the licensing of
            premises and facilities of the Manufacturer.

      2.2   "Associated Companies" means (i) in respect of Medeva, any company
            which at the relevant time is a subsidiary of that party's ultimate
            holding company or any subsidiary of such a subsidiary where the
            term subsidiary shall have the meaning as defined in Section 736 of
            the English Companies Act 1985 (as amended); and, (ii) in respect of
            Aviron, any entity that directly or indirectly owns, is owned by or
            is under common ownership with Aviron, where own or ownership means
            direct or indirect possession of at least fifty percent (50%) of the
            outstanding voting securities of a corporation or a comparable
            equity interest in any other type of entity.

      2.3   "Aviron Assets" means capital equipment purchased by Aviron for use
            in the Manufacture of the Intermediate Product as more particularly
            specified in Schedule 1.

      2.4   "Aviron Process Technology" means all technology (including
            improvements, modifications, or adaptations to the process or method
            of Manufacture) specific solely to the Manufacture of the
            Intermediate Product or the Vaccine and which was developed and/or
            disclosed by Medeva during the Term of this Restated Agreement, the
            1997 Contract Manufacture Agreement or the 1995 Development
            Agreement, and which is not in the public domain or otherwise
            generally available to the public.

      2.5   "Aviron Unit" or "AVU" means the manufacturing facility where the
            Intermediate Product is Manufactured, as further described and
            delineated in the map attached as Schedule 2, and as expanded from
            time to time by mutual agreement of the parties. For the avoidance
            of doubt, all plant and machinery save for the Aviron Assets and all
            buildings, fixtures and fittings comprising the Aviron Unit belong
            to and are owned and operated by Medeva.

      2.6   "Best Endeavours" shall mean that the relevant party shall take such
            action in complying with its obligations for which such endeavors
            are required that is, having regard to costs and degree of
            difficulty, commercially practicable, and that Medeva is not
            required to take any action pursuant to this clause which would
            undermine its commercial goodwill or standing or lead to its
            financial ruin.

      2.7   "BLA"shall have the meaning as defined in the Technical Agreement.

      2.8   "CAIV Product" means a live, attenuated, intranasally deliverable
            cold-adapted influenza vaccine which, when [ * ] produces an [ * ]
            that is not less than [ * ] of the [ * ] produced in [ * ].

      2.9   "Certificate of Analysis" means documentation provided by suppliers
            specifying the characteristics of materials being supplied as such
            term is understood in U.K. pharmaceutical manufacturing practice.

      2.10  "Consistency Lot" means batches of Intermediate Product Manufactured
            for the purposes of establishing that the process of Manufacture of
            the Intermediate Product can be consistently repeated, as required
            for obtaining Agency approval to market, distribute, and sell the
            Vaccine.

      2.11  "Development" means the development of a process for Manufacture of
            Intermediate Product.


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        2.12   "Direct Damages" means the [ * ] incurred for [ * ] Intermediate
               Product rejected by Aviron pursuant to Clause 6.4.2, and [ * ] of
               such Intermediate Product, [ * ].

        2.13   "Effective Date" means the date first written above.

        2.14   "Eggs" means the specific pathogen-free eggs supplied by Aviron
               or its supplier to Medeva for the Manufacture of the Intermediate
               Product.

        2.15   "ELA" means Medeva's Establishment License Application to be
               submitted to the FDA in order to receive the manufacturing
               license for the Manufacture of the Intermediate Product.

        2.16   "FDA" means Food and Drug Administration of the United States of
               America.

        2.17   "Finished Product" means the Vaccine in its final form packaged
               for sale to the consumer.

        2.18   "Flu Season" means, in respect of the northern hemisphere, the
               period of time during a calendar year anticipated to start
               approximately in the beginning of August and ending approximately
               in January in which it is anticipated that the Vaccine will be
               used to vaccinate patients.

        2.19   "Force Majeure" means, in relation to either party, any
               circumstances beyond the reasonable control of that party
               including, without limitation, any Act of God, fire, explosion,
               flood, war or hostilities, acts of Government appointed agents,
               embargoes or other export restrictions, or perils of the sea.

        2.20   "GSA" means the general service area as described in Schedule 4.

        2.21   "cGMP" means current FDA Good Manufacturing Practices as set
               forth in the United States 21 Code of Federal Regulations Parts
               210 and 211 as amended from time to time, and the corresponding
               regulations of PIC and the EU, [ * ] during the term of this
               Restated Agreement.

        2.22   "Harvest" shall have the meaning as defined in the Technical
               Agreement.

        2.23   "Improvement" means any improvements, modifications or
               adaptations to the process of Manufacture of the Intermediate
               Product;

        2.24   "Intermediate Product" means Monovalent Virus Harvest and/or NAF,
               Manufactured according to and conforming with the Specifications
               which is intended for use in the manufacture of the Vaccine.

        2.25   "Manufacture" means the production of the Intermediate Product
               from the Raw Materials and shall include production of [ * ],
               production of [ * ] and "Manufactured," "Manufacturing," and
               "Manufacturer" shall be interpreted accordingly.

        2.26   "Manufacturing Instructions" means the documentation of the
               Manufacturing process and applicable standard operating
               procedures which must be followed by Medeva in the


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AMENDED.


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               Manufacture of the Intermediate Product incorporated as part of
               Appendix 2 to the Technical Agreement.

        2.27   "Manufacturing Period" means a period of one year starting with
               [ * ] and ending [ * ] of the next calendar year during the term
               of this Restated Agreement.

        2.28   "Manufacturing Records" "Manufacturing Records" means
               manufacturing, facility/systems and environmental monitoring and
               cleaning, packaging and quality control and quality assurance
               records generated by Medeva in the course of the Manufacture,
               including, without limitation, the Manufacturing Instructions,
               production, packaging, quality control, and quality assurance
               records.

        2.29   "Manufacturing Working Virus Seeds" means the virus reassortants
               produced by Medeva, from time to time, from the Master Virus
               Seeds, and from which the Monovalent Virus Harvest is produced.

        2.30   "Master Donor Strains" shall mean the live attenuated influenza
               strains derived by Dr. Maassab and designated Type A/Ann
               Arbor/6/60-H2N2 and Type B/Ann Arbor/1/66, exclusively licensed
               from Michigan to Aviron, and which are modified at Aviron to
               produce Master Virus Seeds.

        2.31   "Master Virus Seeds" means certain reassortants produced by
               Aviron from the Master Donor Strain.

        2.32   "Medeva Process Technology" means all technology (including
               improvements, modifications, or adaptations to the process or
               method of Manufacture) developed, owned, controlled or licensed
               (with the right to sub-license) by Medeva pertaining to [ * ] or
               any other formulation of a product [ * ] which is not Aviron
               Process Technology including such process technology arising from
               the 1995 Development Agreement and the 1997 Contract Manufacture
               Agreement between the parties, and which is not in the public
               domain or otherwise generally available to the public.

        2.33   "Michigan" means the Regents of the University of Michigan, a
               constitutional corporation of the State of Michigan with offices
               located at Wolverine Tower, Room 2071,3003 South State Street,
               Ann Arbor, Michigan, 48109-1280, USA.

        2.34   "Michigan Agreement" means the Material Transfer and Intellectual
               Property Agreement dated February 24, 1995 between Michigan and
               Aviron, as amended annexed hereto as Schedule 5.

        2.35   "Monovalent Virus Harvest" means each of the three virus strains
               to be incorporated in the Vaccine for a given Flu Season in bulk
               form.

        2.36   "MPU" stands for Media Preparation Unit and means the facility
               where media for Manufacture is prepared, as further described in
               Schedule 6.

        2.37   "NAF" means "Normal Allentoic Fluid" used as a diluent in the
               Vaccine.


        2.38   "Named Executives" means a director of Medeva and a vice
               president of Aviron designated and replaced from time to time by
               the respective party. As of the Effective Date the Named
               Executive of Medeva shall be Mike Harvey and the Named Executive
               of Aviron shall be Fred Kurland.



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        2.39   "PAI" means pre-approval inspection.

        2.40   "PIC" means the Pharmaceutical Inspection Convention.

        2.41   "PPI" means the Producer Price Index produced by the UK
               Statistics Office.

        2.42   "Process Evaluation Team" shall have the meaning as set forth in
               the Technical Agreement.

        2.43   "Raw Materials" means the components defined in the Technical
               Agreement and required by Medeva in the Manufacture of the
               Intermediate Product.

        2.44   "Recruited" means the person concerned is on the payroll of
               Medeva or has formally accepted an offer of employment with
               Medeva and Recruitment shall be interpreted accordingly.

        2.45   "Restricted Information" means (i) Master Donor Strains, Master
               Virus Seeds and Working Seeds; (ii) all Technical Information
               relating to Master Donor Strains, the Master Virus Seeds and the
               Manufacture of the Intermediate Product; (iii) all information
               relating to the Discloser's business; and (iv) all information
               arising pursuant to this Restated Agreement, the 1995 Development
               Agreement and the 1997 Contract Manufacture Agreement between the
               parties, disclosed by one party to this Restated Agreement (the
               "Discloser") to the other (the "Recipient") in connection with
               this Restated Agreement, excluding any such information which:

               2.45.1 is or was already known to the Recipient at the time of
                      disclosure by the Discloser as evidenced by the written
                      records of the Recipient; or

               2.45.2 was at the time of such disclosure or communication by the
                      Discloser or thereafter becomes or became published,
                      accessible to the public or otherwise in the public domain
                      other than through any act or omission of the Recipient;
                      or

               2.45.3 must be disclosed to government inspectors in the
                      discharge of statutory obligations provided that before
                      disclosure the Recipient shall use reasonable endeavors as
                      it would in respect of its own Restricted Information to
                      obtain from such government inspectors any assurances as
                      regards confidentiality as may be afforded to such
                      information in the circumstances; or

               2.45.4 must be disclosed by the Recipient to the relevant Agency
                      in the course of applying for, obtaining or maintaining
                      regulatory approval; or

               2.45.5 is hereafter disclosed to the Recipient by a third party,
                      who to the knowledge of the Recipient does not have any
                      obligations of confidentiality to any third party or who
                      has not, to the actual knowledge of the Recipient, derived
                      it directly or indirectly from the Discloser or the
                      University of Michigan; or

               2.45.6 is required to be disclosed by law.

        2.46   "Specifications" means requirements and specifications for the
               Intermediate Product and its Manufacture, attached to the
               Technical Agreement, as may be amended from time to time in
               accordance with the terms of this Agreement.

        2.47   "Specifications Working Group" or "SWG" shall have the same
               meaning as set forth in the Technical Agreement.


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        2.48   "SPF Unit" means the facility where Eggs are [ * ], as further
               described in Schedule 7.

        2.49   "Technical Agreement" means the Technical Agreement, as amended
               from time to time, entered into between the parties on even date
               herewith and attached hereto and incorporated herein as Schedule
               8.

        2.50   "Technical Information" means all registration data, know-how,
               experience, instructions, standards, methods, test and trial
               results, manufacturing and formulation processes, hazard
               assessments, quality control standards, formulae, specifications,
               storage and data, samples, drawings, designs, description of
               packaging materials and all other relevant information relating
               to the Intermediate Product or its design, Manufacture,
               formulation, handling, storage and use.

        2.51   "Term of Agreement" means the period from April 16, 1997 until
               the expiration or termination of this Restated Agreement as
               provided in Clause 15.

        2.52   "Trained" means the employee of Medeva has undergone Medeva's
               induction process which covers the basic theory and principles of
               Health and Safety, cGMP, work in cleanrooms and basic
               microbiology and has started in depth job training.

        2.53   "Vaccine" means Aviron's live, attenuated, intranasally delivered
               cold adapted influenza vaccine in the frozen formulation made
               using the Master Donor Strains (i.e. which, during the dating
               period established by the FDA, maintains stability at
               temperatures of [ * ] and may maintain stability at temperatures
               of [ * ] but does not maintain stability at [ * ] or at [ * ] as
               further described in the FDA BLA.

        2.54   "W-A" means Wyeth-Ayerst Laboratories Division of America Home
               Products, Corp. or any entity that directly or indirectly owns,
               is owned by or is under common ownership with W-A, where own or
               ownership means direct or indirect possession of at least fifty
               percent (50%) of the outstanding voting securities of a
               corporation or a comparable equity interest in any other type of
               entity.

3       CONTRACT MANUFACTURE

        3.1    APPOINTMENT. Aviron hereby appoints Medeva and Medeva accepts the
               appointment as a contract Manufacturer of the Intermediate
               Product for the term of this Restated Agreement. During the term
               of this Restated Agreement, Medeva will Manufacture for Aviron
               the Intermediate Product in accordance with this Restated
               Agreement, the Technical Agreement and the Specifications.


        3.2    SUPPLY OF MASTER VIRUS SEEDS; EXPORT OF INTERMEDIATE PRODUCT.
               Aviron shall be responsible for and shall bear all risks
               associated with the importation into the United Kingdom and
               delivery to Medeva of the Master Virus Seeds and the Eggs used
               for growing the Manufacturing Working Virus Seeds. Aviron shall
               be responsible for export of the Intermediate Product from the
               United Kingdom and shall bear any costs, expenses and risk in
               accordance with the EXW delivery terms set forth in Clause 6.3.
               Medeva shall assist, at Aviron's reasonable request and at
               Aviron's expense, with the export of the Intermediate Product
               from the United Kingdom.


        3.3    COORDINATION. Technical staff of Aviron and Medeva shall
               cooperate and coordinate closely the points of intersection
               between tasks relating to the Manufacture, release and shipping
               of the Intermediate Product performed by Medeva and by Aviron.


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        3.4    SAMPLING. Samples of the Intermediate Product and the Raw
               Materials shall be retained, stored and provided to Aviron in the
               manner set forth in the Technical Agreement.

        3.5    RELEASE.  The release of the Product shall be carried out in the
               manner set forth in the Technical Agreement.

        3.6    RECORD MAINTENANCE.  All provisions pertaining to the
               maintenance and retention of  Manufacturing Records are set
               forth in the Technical Agreement;

        3.7    OTHER OBLIGATIONS OF MEDEVA.  Medeva covenants the following:

               3.7.1  MANUFACTURE.  It will carry out the Manufacture in
                      accordance with this Restated Agreement the Technical
                      Agreement and the Specifications;

               3.7.2  MAINTENANCE. It will maintain the GSA, the MPU, the SPF
                      Unit, the Aviron Unit and Medeva's equipment used in the
                      Manufacture pursuant to Medeva's standard procedure
                      pertaining to the maintenance of equipment of a similar
                      nature to the Aviron Unit and Medeva's equipment in
                      compliance with Clauses 3.7.1, 3.7.6 and 3.7.7;

               3.7.3  SUPPLY OF RAW MATERIALS.  All Raw Materials supplied by
                      Medeva and used in Manufacture will comply with the
                      Technical Agreement and the Specifications;

               3.7.4  STORAGE OF MATERIALS. It will keep the Master Virus Seed,
                      the Manufacturing Working Virus Seed, any other Raw
                      Materials and Intermediate Product under environmental
                      conditions as defined in the Technical Agreement and the
                      Specifications;

               3.7.5  COMPLIANCE WITH CGMP.  It will Manufacture all
                      Intermediate Product in compliance with cGMP; provided,
                      that if the [ * ] of the [ * ] and [ * ] the parties will
                      [ * ] and [ * ]

               3.7.6  COMPLIANCE WITH HEALTH AND SAFETY AND ENVIRONMENTAL
                      REGULATIONS. It will comply with applicable UK and EU
                      health and safety and environmental laws and regulations
                      in the Manufacture of the Intermediate Product.

               3.7.7  INSPECTIONS BY AVIRON

                      3.7.7.1 It will permit, [ * ] of this Agreement and during
                              normal business hours and upon reasonable notice,
                              representatives of Aviron and its Associated
                              Companies [ * ] including a representative of W-A
                              [ * ] any such [ * ] of any representatives of
                              Aviron, its Associated companies or W-A [ * ] to
                              have access to any relevant records in connection
                              with such Manufacture, and to inspect the relevant
                              parts of the premises where Manufacture of
                              Intermediate Product is carried out, and assess
                              its compliance with cGMP and any current practices
                              of any relevant Agency, and to discuss any related
                              issues with Medeva's management personnel.

                      3.7.7.2 Notwithstanding the foregoing, Medeva's
                              obligation to allow such visitors is on condition
                              that: (a) Aviron, Aviron's Associated Companies
                              and W-A, respectively, procure agreement from such
                              visitors in writing

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                              to observe the regulations of Medeva regarding
                              security, health and safety and any other
                              applicable regulations at the relevant premises,
                              and confidentiality obligations corresponding to
                              those contained in this Restated Agreement; (b)
                              any visit shall be under the specific supervision
                              of Medeva [ * ] and (c) Aviron, Aviron's
                              Associated Companies and W-A, respectively, [ * ]
                              and shall [ * ] to [ * ] or any [ * ] or [ * ] or
                              [ * ] on [ * ] and (d) Aviron, Aviron's
                              Associated Companies and W-A use their Best
                              Endeavours to ensure that the visit is of minimal
                              disruption to Medeva's day to day business.

               3.7.8  INSPECTIONS BY AGENCIES.

                      3.7.8.1 It will allow representatives of any Agency to
                              inspect the relevant parts of its premises where
                              the Manufacture of the Intermediate Product is
                              carried out and to inspect the Manufacturing
                              Records to ensure compliance with cGMP and other
                              practices or regulations. In the event that an
                              Agency inspects those areas of Medeva's premises
                              used in the Manufacture of the Intermediate
                              Product, Medeva shall provide as much notice as
                              practicable of such inspection to Aviron and shall
                              permit representatives of Aviron to [ * ] said
                              inspection. Aviron acknowledges that its
                              representatives [ * ] the [ * ] to [ * ] in [ * ]
                              except that [ * ] the [ * ] to [ * ] in the [ * ]
                              of [ * ] and [ * ] any wrap-up sessions conducted
                              by the Agency representative which relate solely
                              to the Manufacture of the Intermediate Product
                              and/or the Aviron Unit.

                      3.7.8.2 In connection with the PAI, Medeva will permit
                              [ * ] Aviron's [ * ] to be present and participate
                              [ * ] relating to the Vaccine; provided, however,
                              that Medeva shall have the right [ * ] where he
                              would become privy to confidential information not
                              related to the Vaccine. Furthermore, in
                              preparation of the PAI, Medeva shall [ * ] and
                              during the PAI shall make accessible to the Agency
                              [ * ] all documentation specifically associated
                              with the Manufacture of the Intermediate Product.

                      3.7.8.3 Medeva shall inform Aviron of any questions or
                              recommendations made by the Agency and shall
                              provide to Aviron copies of any written questions
                              or recommendations received from the Agency
                              insofar as they pertain to the Manufacture of the
                              Intermediate Product. Medeva and Aviron shall
                              [ * ] any written questions and recommendations of
                              the Agency and [ * ] any verbal questions or
                              recommendations of the Agency or regulatory body
                              that do not require an immediate response subject
                              always to [ * ] right to have [ * ] the contents
                              of any response to a question or recommendation of
                              an agency that pertains to [ * ] and save where
                              the response to the question or recommendation of
                              the agency pertains [ * ] in which case [ * ]
                              shall have [ * ]

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                              [ * ] as to the contents of such response. In the
                              case of a question or recommendation made by the
                              Agency requiring [ * ] Medeva's representatives
                              present during said inspection shall [ * ] and
                              shall [ * ] the response made. Further, Medeva
                              shall promptly send to Aviron a copy of any
                              reports, citations, or warning letters received by
                              Medeva in connection with an Agency Inspection to
                              the extent such documents relate to or affect the
                              Manufacture of the Intermediate Product.

            3.7.9 RECALL OF THE FINISHED PRODUCT. It will, [ * ] provide to
                  Aviron such assistance with any recall of the Finished Product
                  as reasonably necessary.

            3.7.10 MANUFACTURING LICENSE. It is in possession of, and during the
                  term of the Restated Agreement will [ * ] to maintain, a
                  current Manufacturing License No ML 0039/02 granted pursuant
                  to the Medicines Act 1968.

            3.7.11 RESOURCES. It will [ * ] from time to time and [ * ]
                  reasonably necessary to perform its obligations under this
                  Restated Agreement, in particular in the areas of:

                  o      training of employees who will be engaged in the
                         Manufacture
                  o      quality assurance
                  o      quality services
                  o      regulatory affairs
                  o      Manufacture
                  o      quality control
                  o      validation
                  o      documentation
                  o      facility maintenance
                  o      GSA, SPF Unit, and MPU operation
                  o      warehousing
                  o      calibration
                  o      release and shipping

                  Aviron and Medeva agree to discuss and review on an ongoing
                  basis such staffing and resources. Medeva shall be entitled to
                  amend staffing levels in accordance with clauses 9.2.6.4,
                  9.2.6.5. and 9.2.6.6.

           3.7.12 TECHNICAL SUPPORT. It shall provide its personnel for
                  technical support as set forth in Schedule 9, including,
                  without limitation, for:-

                  3.7.12.1 [ * ] the Specifications Working Group; and

                  3.7.12.2 [ * ] the Process Evaluation Team; and

                  3.7.12.3 assisting Aviron with its post-approval FDA BLA
                           maintenance, preparation, filing and post-approval
                           maintenance of BLAs in territories other than the
                           USA.

                  3.7.12.4 PAIs of Agencies other than the FDA.

           3.7.13 Any reasonable assistance to Aviron with obtaining FDA
                  approval of the BLA, preparation and attendance of FDA's PAI,
                  training of Medeva employees,



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                       continuing validation, engineering changes which are
                       [ * ] to the Manufacturing process, routine post-approval
                       inspections, PAIs, maintenance of documentation ([ * ]),
                       transfer of Medeva Process Technology to Aviron's
                       sublicensees [ * ] over the life of the Restated
                       Agreement (out-of-pocket expenses and travel as provided
                       in Medeva's company travel policy to be invoiced and
                       charged separately to Aviron), [ * ] in the [ * ] of the
                       [ * ] set forth in Schedule 9. Any additional [ * ] will
                       be provided pursuant to Clause 3.7.12

           3.7.14 The cost of any actions or assistance to be undertaken or
                  provided by Medeva relating only to the Vaccine required by an
                  Agency after BLA approval will be [ * ] based on [ * ].

           3.7.15 MANUFACTURE OF MANUFACTURING WORKING VIRUS SEEDS. During each
                  manufacturing period Medeva shall manufacture, [ * ] strains
                  of Manufacturing Working Virus Seeds for which Aviron has
                  supplied the Master Virus Seeds, in sufficient quantities to
                  undertake the Manufacture of Monovalent Virus Harvest. Should
                  Aviron require [ * ] Manufacturing Working Virus Seeds to be
                  manufactured by Medeva it shall notify Medeva of such and
                  shall [ * ] for each additional Manufacturing Working Virus
                  Seed manufactured by Medeva.

           3.7.16 Y2K Medeva confirms that it has reviewed its principal
                  systems for Y2K compliance and that a programme is in place
                  for the review of other areas of potential concern such as
                  embedded microchips.

           3.7.17 SPF UNIT. Medeva will reorganize its internal manufacturing
                  processes for products other than the Intermediate Product in
                  such a manner that within [ * ] from the Effective Date, any
                  eggs processed in the Aviron incubators in the SPF Unit will
                  be used only in the Manufacture of the Intermediate Product.

        3.8    OTHER OBLIGATIONS OF AVIRON.  Aviron covenants the following:

               3.8.1  SUPPLY OF TECHNICAL INFORMATION. It will supply to Medeva
                      and promptly update all Technical Information in its
                      possession which is necessary to enable Medeva to
                      Manufacture the Intermediate Product, including all
                      information regarding health, safety, environmental
                      issues, and FDA regulations, as it becomes known;

               3.8.2  TECHNICAL ASSISTANCE. It will provide such technical
                      assistance, [ * ] as may be required to enable the
                      effective transfer of the Technical Information under
                      3.8.1 such that Medeva should reasonably be expected to be
                      able to Manufacture the Intermediate Product on the basis
                      of such Technical Information;

               3.8.3  SUPPLY OF RAW MATERIALS. It shall provide the Raw
                      Materials set forth in Schedule 10 to Medeva in accordance
                      with the requirements for such agreed between the parties
                      pursuant to clause 6.2. Such Raw Materials shall comply
                      with the Technical Agreement and the Specifications, and
                      where appropriate shall be accompanied by a Certificate of
                      Analysis;


[ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.


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               3.8.4  INSTRUCTIONS REGARDING RECORD KEEPING. It shall notify
                      Medeva of, and Medeva shall comply with any special
                      requirements in respect of record keeping that may be
                      necessary to comply with Aviron's Product Tracking and/or
                      Recall Procedure or other Agency requirements. If such
                      requirements of Aviron [ * ] of [ * ] of Medeva , [ * ] on
                      [ * ] including, without limitation by [ * ] should the
                      compliance with such requirements [ * ] Medeva.

               3.8.5  RECALL OF THE FINISHED PRODUCT. Aviron shall notify Medeva
                      of any recall of the Finished Product and shall, in that
                      notice, provide as much detail as possible of the reason
                      for the recall.

               3.8.6  Y2K. Aviron confirms that it has reviewed its principal
                      systems and the systems of its suppliers of Raw Materials
                      for Y2K compliance and that a programme is in place for
                      the review of other areas of potential concern such as
                      embedded microchips.

        3.9    NOTIFICATION.


               3.9.1  Aviron shall notify Medeva of [ * ] in any [ * ] of the
                      [ * ] and any [ * ] of [ * ] the Finished Product for a
                      [ * ] for [ * ] and its [ * ] If any regulatory
                      requirements [ * ] with the then-current requirements
                      applicable to the Manufacture of the Intermediate Product
                      under this Restated Agreement (including without
                      limitation, cGMP, and applicable health, safety and
                      environmental regulations) or [ * ] of the Finished
                      Product [ * ] in relation to [ * ] or its [ * ] the
                      parties will discuss [ * ] on how to [ * ] and Aviron
                      shall [ * ] the Finished Product [ * ] or for the [ * ]
                      the [ * ] how to [ * ] or [ * ]. Medeva hereby
                      acknowledges that the Finished Product is anticipated to
                      be marketed in [ * ], and that there are no conflicts or
                      difficulties regarding product liability insurance
                      regarding those territories.

               3.9.2  Aviron shall notify Medeva promptly upon receiving any
                      request of Michigan for the transfer of Medeva Process
                      Technology or Manufacturing Instructions as provided under
                      the terms of the Michigan Agreement.

4       AVIRON UNIT.

        4.1    USE OF AVIRON UNIT. The Aviron Unit, in addition to other
               facilities as required, will be made available for the
               Manufacture of the Intermediate Product during the term of this
               Restated Agreement [ * ] and [ * ] in respect of [ * ]
               Furthermore and subject to Aviron's agreement, the Aviron Unit
               may be used by Medeva for the conduct of research and development
               towards the improvement of the Intermediate Product and the
               Manufacture, provided however, that any and all proprietary
               rights to such improvements shall be governed by Clause 7. Aviron
               shall pay to Medeva the sums set forth in Schedule 11 for use of
               the Aviron Unit. [ * ] pursuant to


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COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
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                  [ * ] the Aviron Unit shall not be used by Medeva outside the
                  scope of this Restated Agreement without the consent of
                  Aviron.

        4.2    AVIRON ASSETS.

               4.2.1  PURCHASE. Medeva shall be entitled to purchase and install
                      equipment, all replacement tooling or parts or make
                      modifications to the buildings and services as may be
                      required for the Manufacture of the Intermediate Product,
                      [ * ] of which [ * ] to [ * ] upon [ * ] Notwithstanding
                      the above, Medeva shall not purchase and/or install any
                      such equipment, tooling or parts or make such
                      modifications [ * ] or where the [ * ] in relation to the
                      Restated Agreement without first obtaining the prior
                      written consent of Aviron. Such equipment, tooling or
                      parts form part of Aviron Assets and shall be deemed
                      included in Schedule 1. Where the [ * ] Medeva may at its
                      discretion [ * ] from Aviron such [ * ] up to [ * ] the
                      [ * ] prior to [ * ]. Medeva will ensure that such items
                      are in compliance with the requirements of the Agency and
                      with health and safety and environmental regulations. Any
                      equipment or tooling purchased by Medeva hereunder and
                      [ * ] shall [ * ] by Medeva for any purpose outside the
                      scope of this Restated Agreement without the consent of
                      Aviron.


               4.2.2  OWNERSHIP AND LIABILITY. All Aviron Assets are owned by
                      Aviron. Aviron shall bear the risk of loss or damage to
                      Aviron Assets, except for loss or damage caused by
                      Medeva's negligence or willful misconduct in which
                      circumstance Medeva shall be liable to Aviron for such
                      loss or damage. Aviron shall insure and provide evidence
                      to Medeva's reasonable satisfaction that Aviron Assets are
                      appropriately insured and that such insurance covers any
                      loss of or damage to Medeva's property, personnel or
                      business as a consequence of any damage whatsoever caused
                      to or by such equipment or its loss, damage, or
                      destruction, unless due to the negligence or willful
                      misconduct of Medeva.


               4.2.3  MAINTENANCE OF AVIRON ASSETS. Medeva shall maintain the
                      Aviron Assets in compliance with Clauses 3.7.1, 3.7.6 and
                      3.7.7 and in accordance with Medeva's operating procedure
                      pertaining to maintenance of equipment of a similar nature
                      to the Aviron Assets. [ * ] shall be responsible for the
                      reasonable cost of maintaining such equipment.

               4.2.4  EFFECT OF EXPIRY OR TERMINATION. Upon expiry or
                      termination of this Restated Agreement, Aviron shall,
                      [ * ] remove the Aviron Assets from Medeva's premises and
                      shall [ * ] to the [ * ] to the [ * ] (except for [ * ]
                      from the [ * ] of the Intermediate Product), any part of
                      [ * ] where such [ * ] at [ * ] unless [ * ] such
                      equipment [ * ]. At the point of Medeva purchasing such
                      equipment from Aviron, all of Aviron's obligations [ * ]
                      relating to such assets terminates. Should Aviron fail to
                      remove the Aviron Assets [ * ] as provided in this clause
                      4.2.4 within the [ * ] Medeva may arrange,


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                      [ * ] of the [ * ] and [ * ].

5       TECHNICAL AGREEMENT AND REGULATORY MATTERS

        5.1    SCOPE. The respective responsibilities of Medeva and Aviron
               relating to the Manufacture of the Intermediate Product, the way
               in which each batch of the Intermediate Product has been
               Manufactured and checked for compliance with and adherence to the
               Technical Agreement, the responsibility for purchasing materials,
               testing and releasing materials and undertaking production and
               quality control including in-process controls as well as sampling
               and analysis shall be as specified in the Technical Agreement.

        5.2    MANUFACTURING HAZARDS. Medeva shall be responsible for ensuring
               the safe operation of the process of Manufacture of the
               Intermediate Product set forth in, inter alia, the Technical
               Information and the Technical Agreement. Aviron and Medeva shall
               continuously provide the other with any pertinent information of
               which they become aware relating to any hazardous aspect of the
               Manufacture, the Raw Materials or the Intermediate Product
               including but not limited to any information pertaining to the
               possibility of any cross contamination of any other products
               being manufactured or stored by Medeva. Should [ * ] that any
               [ * ] of the Manufacture of the Intermediate Product [ * ] then
               it shall so notify [ * ] of such in writing and both parties
               shall use their Best Endeavours, [ * ] (at [ * ] set forth in
               Schedule [ * ], to [ * ] prior to undertaking the Manufacture. If
               such [ * ] shall have the [ * ] with the Manufacture of the
               Intermediate Product. If [ * ] that such [ * ] either party may
               [ * ] on the provision of [ * ].

        5.3    AMENDMENTS TO THE TECHNICAL AGREEMENT AND THE SPECIFICATIONS.

        5.4    Any amendment to the Technical Agreement, including an amendment
               to the Specifications, shall be made by [ * ] as provided in the
               Technical Agreement. Aviron shall [ * ] in connection with the
               implementation of such amendments to the Technical Agreement or
               the Specifications. The parties shall discuss and agree in good
               faith on [ * ] including, without limitation, a [ * ] or an [ * ]
               and on [ * ] to [ * ] resulting from [ * ] or [ * ] resulting
               from such amendments.

        5.5    REGULATORY APPLICATIONS.

               5.5.1  BLA. Aviron will file the BLA in its own name and will own
                      all rights thereto. Medeva will submit to Aviron in a
                      timely fashion data and information relating to the
                      Manufacture of the Intermediate Product for inclusion by
                      Aviron in the BLA as requested by Aviron from time to
                      time, and will [ * ] in a [ * ] such data and information
                      once included.

               5.5.2  ELA. Medeva will file a supplement to the existing ELA for
                      Manufacture of Intermediate Product in the Aviron Unit at
                      Speke plant concurrently with filing of BLA by Aviron.
                      Subject to CBER consent, certain confidential information
                      regarding the Aviron Unit or any processes and equipment
                      which is filed with the ELA will be [ * ]. If


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COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
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                      [ * ] such [ * ] will be [ * ] subject to the
                      confidentiality obligations of this Restated Agreement.

6       CAPACITY, FORECAST, AND SUPPLY

        6.1    CAPACITY.

               6.1.1  The parties acknowledge and agree that the [ * ] amount of
                      the Intermediate Product that Medeva can Manufacture in
                      any Manufacturing Period shall be determined, inter alia,
                      by the [ * ] of the respective Master Donor Strains and
                      therefore such Manufacturing capacity [ * ] until such
                      [ * ] are [ * ] The parties also acknowledge and agree
                      that such [ * ] of the respective Manufacturing Working
                      Virus Seeds will generally not [ * ] of any year. Hence,
                      the parties shall, once the [ * ] of the respective
                      Manufacturing Working Virus Seeds for the relevant year
                      are [ * ] the Manufacturing capacity for Medeva for [ * ]
                      and the [ * ] based on the factors set forth in Schedule
                      12. The parties agree that the Manufacturing capacity for
                      the first Manufacturing Period starting [ * ] and ending
                      [ * ] is [ * ] of Finished Product. For the second and any
                      subsequent Manufacturing Periods, the parties shall set a
                      [ * ] Manufacturing capacity by [ * ] prior to the
                      Manufacturing Period in question based on the capacity of
                      the then current Manufacturing Period and the factors set
                      forth in Schedule 12.

               6.1.2  During any Manufacturing Period the Manufacturing capacity
                      of Medeva determined in accordance with clause 6.1.1 above
                      shall be [ * ] in the event of:-

                      6.1.2.1 the [ * ] the Raw Materials as provided in clause
                              3.8.3, the [ * ] of the Raw Materials; and

                      6.1.2.2 any [ * ] to carry out [ * ] in relation to the
                              process of Manufacture which prevents Medeva from
                              Manufacturing the Intermediate Product for any
                              time; and

                      6.1.2.3 any specific requirement [ * ] of the
                              Intermediate Product which results in [ * ] the
                              Aviron Unit and the Raw Materials; and

                      6.1.2.4 any [ * ] the [ * ] of the Master Working Virus
                              Seed and the [ * ] of the Monovalent Virus
                              Harvest.

               6.1.3  The extent of any [ * ] in the Manufacturing capacity of
                      Medeva arising under clause 6.1.2 shall be [ * ] by the
                      [ * ] of the [ * ] within [ * ] after the end of each
                      Manufacturing Period.

               6.1.4  Medeva will [ * ] during each Manufacturing Period to the
                      capacity determined pursuant to Clauses 6.1.1 to 6.1.3
                      above.



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        6.2    FORECASTING.

               6.2.1  On the [ * ] Aviron shall provide to Medeva its written
                      forecast of its requirements for technical support in man
                      days and AVU days as set forth in Schedule 9, NAF and
                      Monovalent Virus Harvest for [ * ]. On or before [ * ] of
                      each year of this Restated Agreement Aviron shall provide
                      to Medeva its written forecast of its requirements for
                      technical support [ * ] as set forth in Schedule 9, NAF
                      and Monovalent Virus Harvest for [ * ] of [ * ] to [ * ]
                      of the [ * ]. On or before [ * ] of each year of this
                      Restated Agreement Aviron shall provide to Medeva its
                      written forecast of its requirements for technical support
                      [ * ] as set forth in Schedule 9, NAF and Monovalent Virus
                      Harvest for [ * ] of the [ * ] to [ * ] of the [ * ]. On
                      or before [ * ] of the [ * ] of this Restated Agreement
                      and each year thereafter Aviron shall provide to Medeva
                      its written forecast of its requirements for technical
                      support [ * ] as set forth in Schedule 9, NAF and
                      Monovalent Virus Harvest for [ * ] of [ * ] to [ * ] of
                      the [ * ]. On or before [ * ] and each year thereafter
                      Aviron shall provide to Medeva a forecast of its
                      requirements for technical support [ * ] as set forth in
                      Schedule 9, NAF and Monovalent Virus Harvests until [ * ]
                      of the Manufacturing Period and for the period from [ * ]
                      of that [ * ] to [ * ] of the [ * ].

               6.2.2  Within [ * ] of receipt of any forecast from Aviron Medeva
                      shall [ * ] in writing any factors of which Medeva is
                      aware which [ * ] to be [ * ]. In the event that Medeva
                      has provided such a written indication, the parties shall,
                      [ * ] of receipt by Aviron of Medeva's notice regarding
                      such, [ * ] the issues raised by Medeva. If the parties
                      [ * ] then Aviron shall submit [ * ]. If it is [ * ] that
                      a [ * ] of the [ * ] is [ * ] then the [ * ] shall
                      continue to apply. If Medeva has provided a notification
                      pursuant to this clause and the parties have [ * ] and the
                      factors notified to Aviron [ * ] Intermediate Product in
                      the forecasted quantities, then, [ * ] is [ * ] or at the
                      end of any [ * ] shall [ * ] to [ * ] those [ * ] which
                      [ * ] to [ * ] provided that [ * ] to [ * ] any such [ * ]
                      or [ * ].

               6.2.3  Medeva shall use Best Endeavours to supply the
                      Intermediate Product in the [ * ] pursuant to clause 6.2.2
                      [ * ] shall [ * ] in respect of the quantities forecast by
                      Aviron in excess of the Manufacturing capacity [ * ]
                      pursuant to clause 6.1

          6.3  DELIVERY TERMS. Medeva will at the request of Aviron deliver
               the Intermediate Product packaged for shipment under [ * ]
               delivery terms (as defined in Incoterms 1990). [ * ] the [ * ] or
               [ * ] in the Intermediate Product, [ * ] the Intermediate Product
               [ * ] to  [ * ] until [ * ] of [ * ] of the Intermediate Product
               has been [ * ] and [ * ] by Medeva.

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        6.4    ACCEPTANCE TESTING AND REJECTION.

               6.4.1  RELEASE OF THE PRODUCT. The Intermediate Product will be
                      released by Medeva in accordance with Clause 10 of the
                      Technical Agreement and the Intermediate Product shall be
                      released by Aviron in accordance with Clause 11of the
                      Technical Agreement.

                      6.4.2 NOTICE OF REJECTION. Aviron may, within [ * ] of
                      completion of testing of the Intermediate Product by
                      Aviron or its designee, in accordance with this Clause 6.4
                      reject (in whole or in part) any batch of Intermediate
                      Product which contains Intermediate Product that does not
                      conform with the Specifications. Any notice of
                      rejection shall be in writing and shall indicate, in
                      sufficient detail to allow Medeva to investigate, the
                      reasons for such rejection. If no such notice of rejection
                      is received, Aviron shall be deemed to have accepted such
                      delivery of the Intermediate Product, except for defects
                      which could not reasonably be detected with the acceptance
                      tests performed pursuant to Clause 10 of the Technical
                      Agreement.

               6.4.3  EVALUATION BY THE PROCESS EVALUATION TEAM The Process
                      Evaluation Team shall [ * ] the cause of any
                      non-conformance with Specifications detected by Medeva
                      upon testing pursuant to Clause 10.1 of the Technical
                      Agreement or by Aviron pursuant to Clause 11.1 of the
                      Technical Agreement. Both parties shall provide to the
                      Process Evaluation Team such samples (including the sample
                      retained by Medeva pursuant to Clause 6.4.1 for testing by
                      the independent laboratory as set forth in Clause 6.4.5)
                      and such information as the Process Evaluation Team
                      requests in order to [ * ] as to the defect and the cause
                      thereof.

               6.4.4  DISPUTE RESOLUTION If [ * ] the [ * ] of the Process
                      Evaluation Team or if the Process Evaluation Team [ * ]
                      regarding the defect or cause thereof within [ * ] after
                      receipt of the notice of rejection by Medeva, the matter
                      shall be referred to the [ * ] of Medeva and Aviron. If
                      such [ * ] are unable to find a mutually agreeable
                      solution, the dispute shall be referred to the [ * ] for
                      good faith discussion and resolution within thirty (30)
                      days of such referral.

               6.4.5  INDEPENDENT LABORATORY. At any time in the course of the
                      investigation by the PET or the dispute resolution
                      proceeding set forth in Clause 6.4.4, either party may
                      require that an independent laboratory mutually agreed
                      between the parties [ * ] the [ * ] in [ * ] shall be
                      asked to determine whether a further sample of the
                      Intermediate Product complies with the Specification or
                      not, and the determination of such independent laboratory
                      shall be [ * ] with respect to the issue of whether or not
                      the Intermediate Product complies with Specifications.

               6.4.6  REMEDIES. If Medeva accepts that the non-conformance of
                      the Intermediate Product was the result of the [ * ] then
                      Medeva shall either (i) Manufacture and deliver to Aviron
                      [ * ] a [ * ] of the Intermediate Product [ * ] the
                      non-conforming batch or batches [ * ] Medeva with such
                      [ * ]

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                      [ * ], and providing a [ * ] by Aviron, or (ii) [ * ] due
                      to [ * ] Aviron with an [ * ] to the [ * ] by Aviron [ * ]
                      for the rejected shipment, plus [ * ] incurred by Aviron.
                      The parties shall discuss the possibility of [ * ]
                      Intermediate Product and [ * ] before Aviron [ * ] of the
                      aforementioned methods of compensation it [ * ]. Any [ * ]
                      paid or credited [ * ] are subject to the [ * ] set forth
                      in [ * ].

               6.4.7  If Aviron accepts that the relevant batches of
                      Intermediate Product were Manufactured in accordance with
                      the Specifications and that any non-conformity of the
                      Intermediate Product with the Specifications was not the
                      result of the [ * ] or [ * ] and Aviron shall [ * ] of
                      such Intermediate Product and [ * ] as [ * ] to [ * ].

               6.4.8  If the Process Evaluation Team or the [ * ] of the
                      parties designated in [ * ] come to the conclusion that
                      [ * ] the cause of the defect which caused Medeva not to
                      release Intermediate Product as provided in Clause 10 of
                      the Technical Agreement, or Aviron to reject the
                      Intermediate Product as provided in Clause 6.4.2,
                      [ * ] relating to the Manufacture of such product, and
                      neither party [ * ] for [ * ] Intermediate Product not
                      released by Medeva or rejected by Aviron.

7       INTELLECTUAL PROPERTY AND IMPROVEMENTS

        7.1    OWNERSHIP. Except as expressly provided in this Restated
               Agreement, each party hereby acknowledges that it shall not
               acquire any rights in respect of any of the other party's
               intellectual property in relation to the Intermediate Product or
               the Manufacture thereof or of the goodwill associated therewith.

        7.2    NO LICENSES. Other than as is necessary for the proper
               performance of this Restated Agreement by the parties, or as is
               expressly provided in this Restated Agreement, no license,
               expressed or implied, is granted by this Restated Agreement by
               either party to the other under any of its intellectual property
               rights. The parties may grant further licenses if mutually
               agreeable.

        7.3    OWNERSHIP OF MANUFACTURING RECORDS. [ * ] all Manufacturing
               Records shall [ * ] shall be treated as [ * ] and shall not be
               [ * ] as provided in the Technical Agreement or for the purposes
               associated with manufacture of the Vaccine and where necessary
               for disclosing to the relevant Agency and to its licensees and
               distributors in order to comply with regulatory requirements and
               to prepare for regulatory filings or PAIs. Aviron may [ * ] of
               all Manufacturing Records, for the purposes of complying with the
               requirements of the relevant Agency. Aviron may [ * ] the
               Restricted Information to [ * ], having previously made
               reasonable efforts to obtain an obligation of confidentiality
               from the said [ * ] concerning the Restricted Information.
               Nothing in


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               this Clause 7.3 shall limit Aviron's right and ability to
               disclose Medeva Process Technology to third parties pursuant to
               the license granted under Clause 7.5.

        7.4    PROCESS TECHNOLOGY.

               7.4.1  Aviron Process Technology.  Medeva acknowledges and
                      agrees that Aviron Process Technology shall be the
                      property of Aviron.

               7.4.2  Medeva Process Technology.  All Medeva Process Technology
                      shall be the property of Medeva.

        7.5    LICENSE TO AVIRON.


               7.5.1  Medeva hereby grants to Aviron a worldwide, non-royalty
                      bearing sublicenseable (as provided in Clause 7.5.2) sole
                      license under Medeva Process Technology to make, have
                      made, use, import, offer for sale and sell CAIV Products.
                      The term "sole" as used herein shall mean that Medeva
                      shall have the right to independently develop CAIV
                      Products which do not incorporate the Master Donor Strains
                      or any derivatives or reassortants thereof, but shall not
                      have the right to manufacture for commercial sale or sell
                      CAIV Products during the term of this Restated Agreement
                      other than the Manufacture for Aviron or its designee or
                      W-A under this Restated Agreement. For the avoidance of
                      doubt:-

                      7.5.1.1 Medeva shall not, for the term of this Restated
                              Agreement, manufacture, in eggs, cell culture, or
                              by other means, for itself or a third party any
                              CAIV Product based on the Master Donor Strains,
                              the Master Virus Seeds or any reassortants or
                              derivatives thereof, and Medeva shall not conduct
                              any research or development activities using the
                              Master Donor Strains, Master Virus Seeds,
                              reassortants or derivatives thereof, which have
                              not been not authorized in writing by Aviron,
                              including but not limited to any replication of
                              said in cell-based culture systems, but otherwise
                              nothing in this Restated Agreement shall prevent
                              Medeva from manufacturing for a third party a CAIV
                              Product (other than any CAIV Product based on the
                              Master Donor Strains, the Master Virus Seeds or
                              any reassortants or derivatives thereof) in
                              circumstances where that third party provides to
                              Medeva complete technical information pertaining
                              to the process of manufacture of the third party's
                              CAIV Product and Medeva is not required to utilize
                              Medeva Process Technology to help develop or
                              enhance the third party's process of manufacture
                              of its CAIV Product.; and

                      7.5.1.2 Aviron may utilize those aspects of the Medeva
                              Process Technology that are in the public domain
                              to make, have made, use, import, offer for sale
                              and sell products other than CAIV Products. If
                              Aviron is in any doubt as to whether or not a
                              particular aspect of the Medeva Process Technology
                              is in the public domain, it shall provide to
                              Medeva a written request for guidance setting
                              forth sufficient detail to allow Medeva to make
                              its decision and Medeva shall, within twenty eight
                              (28) days of receipt of such written request,
                              provide to Aviron an answer to its question;
                              provided, that if the parties disagree whether or
                              not a particular aspect of Medeva Process
                              Technology is in the public domain, the matter
                              shall be submitted for expert opinion in
                              accordance with Schedule 14. Thereafter, if there
                              is still a dispute between the parties as to
                              whether or not a



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                              particular aspect of Medeva Process Technology is
                              in the public domain the matter shall be referred
                              to the respective Chief Executive Officers of the
                              parties and, thereafter, if the matter is still
                              unresolved, either party may issue proceeding to
                              have the matter determined by a court of law in
                              accordance with clause 21.5; and

                      7.5.1.3 Nothing in this Agreement shall in any way hinder
                              the right of Medeva to use the Medeva Process
                              Technology in relation to non-CAIV Products.

               7.5.2  Aviron shall have the right to grant sublicenses under the
                      license granted under Clause 7.5.1 above to its Associated
                      Companies, contract manufacturers and licensees of CAIV
                      Products. For the sake of clarity and in no way limiting
                      the generality of the rights provided to Aviron pursuant
                      to the licence, Aviron's Associated Companies, contract
                      manufacturers and licensees may only use the Medeva
                      Process Technology in relation to CAIV Products. Aviron
                      shall ensure that any sub-licence contains appropriate
                      restrictions on the use of the Medeva Process Technology
                      to ensure it shall not be used for any purpose other than
                      in relation to CAIV Products. Aviron shall, prior to
                      signing any sub-license, submit to the solicitors to
                      Medeva a redacted version of the sub-license showing the
                      sections of the agreement pertaining to the grant of
                      rights to the sub-licensee and Medeva's solicitors shall,
                      within seven (7) working days, provide to Aviron comments
                      on the proposed sub-license. If, in the reasonable opinion
                      of Medeva's solicitors, the sub-license seeks to confer on
                      the sub-licensee right which would result in a breach of
                      the terms of this Restated Agreement, Medeva's solicitors
                      shall notify both Aviron and Medeva and Aviron shall amend
                      the terms of the sub-licence so that it complies with the
                      terms of this Restated Agreement.

               7.5.3  The restriction on the use of the Medeva Process
                      Technology imposed by the license granted to Aviron under
                      Clause 7.5.1 shall continue and survives termination or
                      expiration of this Agreement.

               7.5.4  Notwithstanding anything in this Clause 7.5, Medeva shall
                      have the right to manufacture CAIV Products using Medeva
                      Process Technology and Aviron Process Technology for
                      licensees of Aviron of the CAIV Product to the extent that
                      such licensees are permitted by the license and supply
                      agreements that the licensees have with Aviron to have the
                      licensed CAIV Product manufactured by a party other than
                      Aviron


        7.6    IMPROVEMENTS

               7.6.1  Any Improvement developed by Medeva [ * ] shall be the
                      property of Aviron and Aviron shall own all intellectual
                      property pertaining to that Improvement. Medeva shall
                      promptly disclose such Improvement to Aviron. Aviron shall
                      grant to Medeva a [ * ] license to utilise such
                      Improvements in the Manufacture of the Intermediate
                      Product. Medeva shall be entitled to utilise freely and
                      without limitation from Aviron any aspect of any such
                      Improvement that is [ * ] or otherwise [ * ].

               7.6.2  Should Medeva, in carrying out manufacture of any of its
                      [ * ] develop a manufacturing technique which may be able
                      to be utilised in the Manufacture of the Intermediate
                      Product, it shall [ * ]


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COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
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                      [ * ] such to Aviron and Medeva shall
                      own the manufacturing technique and any intellectual
                      property rights pertaining thereto. If Medeva [ * ] such
                      manufacturing technique to Aviron, it shall do so under
                      strict obligations of confidentiality and the parties
                      [ * ] the aforesaid manufacturing technique.

               7.6.3  Should Medeva, in Manufacturing the Intermediate Product
                      [ * ] that [ * ] shall be part of [ * ] and the terms
                      pertaining to the use of [ * ] set forth in clause [ * ]
                      shall apply to that Improvement.

               7.6.4  Any Improvement developed by Aviron shall be owned by
                      Aviron and Aviron shall own all intellectual property
                      rights in the Improvement. Aviron shall have the [ * ]
                      such Improvement to Medeva. If Aviron [ * ] such
                      Improvement to Medeva, it shall do so under strict
                      obligations of confidentiality and the parties [ * ] the
                      aforesaid Improvement.

8       PRICES

        8.1    PRICE.

               8.1.1  PRICE FOR THE INTERMEDIATE PRODUCT. Aviron shall pay to
                      Medeva a price for Monovalent Virus Harvest and for NAF
                      conforming to Specifications as set forth in Schedule 15
                      (the "Supply Price").

               8.1.2  PRICE FOR USE OF [ * ]. Aviron shall pay Medeva for the
                      use of the [ * ] as set forth in Schedule 11. The price
                      payable by Aviron for the use of the [ * ] shall [ * ]
                      related to the [ * ]. If the [ * ] is unusable due to
                      [ * ], or as a consequence of [ * ] (unless such [ * ]),
                      the price payable by Aviron for the relevant year of this
                      Agreement for the use of [ * ] shall be [ * ] the [ * ] is
                      [ * ].

               8.1.3  PRICE FOR [ * ]. Aviron shall [ * ] Medeva for [ * ] by
                      Medeva as a result of having to have the Intermediate
                      Product or any of the Raw Materials [ * ].

        8.2    PAYMENT.

               8.2.1  Once the quantity for any forecast has been determined
                      pursuant to clause 6.2.2, Medeva shall render to Aviron a
                      [ * ] invoice for the price of [ * ] of the quantity of
                      the Intermediate Product pertaining to the then current
                      Manufacturing Period so determined, such price to be
                      determined pursuant to Schedule 15.

               8.2.2  If the forecast of quantities of [ * ] provided pursuant
                      to Clause 6.2.1 (or as revised pursuant to Clause 6.2.2)
                      differs from the immediately preceding forecast of such
                      quantities, the monthly invoice amount shall be


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COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
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                      [ * ] as provided in Clause 8.2.1 above. Furthermore,
                      the [ * ] shall be [ * ], and Medeva shall [ * ] or [ * ]
                      as the case may be.

               8.2.3  Aviron will pay to Medeva the full invoice amount for the
                      Supply Price within [ * ] after receipt. Payment will be
                      made direct into Medeva's bank account by bank transfer.
                      Medeva will provide Aviron with the necessary details of
                      Medeva's bank account and will take whatever actions are
                      necessary to facilitate payment by bank transfer.

               8.2.4  As soon as practicable following the end of any
                      Manufacturing Period, the parties shall, by mutual
                      agreement, [ * ] by Aviron [ * ] and the
                      sum payable by Aviron to Medeva in respect of that
                      quantity of the Intermediate Product. If the sum payable
                      by Aviron so determined [ * ] pursuant to this clause 8.2,
                      Medeva shall render to Aviron an invoice for the balance
                      outstanding and Aviron shall pay such invoice in
                      accordance with the terms of this clause 8.2. If the sum
                      payable by Aviron so determined is [ * ] pursuant to this
                      clause 8.2, Aviron shall render to Medeva an invoice for
                      the amount of the over-payment and Medeva shall [ * ]
                      direct to the bank account of Aviron by bank transfer.
                      Aviron will provide Medeva with the necessary details of
                      Aviron's bank account and will take whatever actions are
                      necessary to facilitate payment by bank transfer.

        8.3    PAYMENT FOR OTHER CHARGES. Invoices will be submitted to Aviron
               [ * ] to cover the costs set forth in clauses [ * ] and [ * ]
               above. Invoices will be submitted to Aviron [ * ] to cover the
               costs set forth in clause 8.1.2 above. Aviron will pay to Medeva
               the [ * ] within [ * ] after the date of the invoice. Payment
               will be made direct into Medeva's bank account by bank transfer,
               and upon written request by Aviron, Medeva will provide Aviron
               with the necessary details of Medeva's bank account and will take
               whatever actions are necessary to facilitate payment by bank
               transfer.

        8.4    PRICE CHANGES. The Supply Price is fixed until [ * ]. The Supply
               Price supplied thereafter during the Manufacturing Period
               starting on [ * ] will be subject to a price adjustment according
               to the change in the [ * ] as determined by the [ * ] over the
               [ * ]. Thereafter, for the remainder of the term of the Restated
               Agreement, the parties shall meet each [ * ] to take effect in
               the following Manufacturing Period. If the parties [ * ] the
               Supply Price [ * ] according to [ * ] between the [ * ] of the
               Manufacturing Period [ * ] the Manufacturing Period for which the
               [ * ] is to take effect.

               8.4.1  If applicable, [ * ] on any of the amounts payable by
                      Aviron pursuant to clauses 8.1 and 8.3 and Aviron shall
                      [ * ].

9       SIGNING AND OTHER  PAYMENTS

               Upon [ * ] set forth below, Aviron will make to Medeva the
               corresponding payments, which shall be due, except where
               otherwise expressly stated, [ * ] after the date on which the
               event was achieved. For the sake of clarity,


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COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
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               failure of Medeva to achieve any of the aforementioned
               deadlines shall [ * ] and shall [ * ] other than by [ * ] save
               where the event is the [ * ] other than [ * ] whereupon [ * ]
               available in the event of [ * ] as set forth in this
               Agreement.


        9.1    UPFRONT PAYMENT.  Aviron shall pay to Medeva US$1 million upon
               signing of this Restated Agreement [ * ] by [ * ].


        9.2    OTHER PAYMENTS.

               9.2.1  [ * ].

                     9.2.1.1 In the event that Medeva completes [ * ] and [ * ]
                             and [ * ] , for such [ * ] by [ * ] which [ * ]
                             confirm that [ * ] have been met, Aviron will pay
                             to Medeva [ * ].

                     9.2.1.2 Save as provided below, the payment made under
                             clause 9.2.1.1 shall be [ * ] in the event of a
                             [ * ] on [ * ] pursuant to this clause 9.2.1 or
                             [ * ]. Such [ * ] as contemplated by this clause
                             shall be made by [ * ] of the parties reviewing any
                             [ * ] and agreeing that its [ * ] on the reports or
                             information provided by Medeva pursuant to this
                             clause 9.2.1 or not provided despite Aviron's
                             request, or [ * ] on the reports or information
                             provided by Medeva pursuant to this clause 9.2.1 or
                             not provided despite Aviron's request. If the [ * ]
                             resulted from any report or information provided by
                             Medeva where that report or information was [ * ]
                             the payment shall [ * ] as otherwise provided in
                             this clause 9.2.1.2.

                     9.2.1.3 In the event that Medeva successfully completes
                             [ * ] for the [ * ] Aviron will pay to Medeva
                             [ * ].The [ * ] will be deemed successfully
                             completed if[ * ] performed by Aviron pursuant to
                             the Technical Agreement, and if the [ * ] have an
                             overall [ * ] of [ * ] and if no [ * ] has a [ * ]
                             of [ * ].

               9.2.2  [ * ].

                     9.2.2.1 If as of [ * ] Medeva [ * ] relating to the
                             Manufacture of the Vaccine within [ * ] of receipt
                             of [ * ] made


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COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
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                        from time to time in writing and describing in as much
                        details as is practicable the [ * ] Aviron will pay to
                        Medeva [ * ]. The payment under this Section 9.2.2 will
                        be due and payable if Medeva [ * ] in accordance with
                        the previous sentence and [ * ] or, in the event of a
                        [ * ] if such [ * ] on the documents or information of
                        the [ * ] provided by Medeva (or not provided despite
                        Aviron's request). Aviron may inform Medeva of [ * ] if,
                        even with all reasonable , [ * ].

                9.2.2.2 For the purposes of this clause 9.2.2, Aviron's [ * ]
                        shall be [ * ], [ * ], and shall originate from [ * ]
                        (or any replacement of [ * ] notified by Aviron in
                        writing from time to time) of Aviron, and shall be sent
                        by fax addressed to [ * ] (or any replacement of [ * ]
                        notified by Medeva in writing from time to time) at the
                        fax numbers notified to Aviron in writing from time to
                        time. Such [ * ] is deemed received by Medeva the
                        working day after the date indicated on the transmission
                        report by Aviron.

      9.2.3 [ * ]. Upon confirmation by the FDA that [ * ] or if [ * ], if (a)
            any [ * ] will not [ * ] or (b) any [ * ] relate to the [ * ] and
            [ * ] Aviron will pay to Medeva [ * ]. For the avoidance of doubt,
            the payment under this Clause 9.2.3 will not be owed if [ * ] based
            [ * ] by Medeva and [ * ].

      9.2.4 [ * ]. Upon [ * ] Aviron will pay to Medeva [ * ].

      9.2.5 [ * ].

           9.2.5.1 Upon [ * ] of the lesser of either the [ * ] for the [ * ] or
                  [ * ] corresponding to [ * ] determined by the parties
                  pursuant to Clause 6.1 as calculated promptly after the end of
                  the Manufacturing Period, Aviron will pay to Medeva [ * ].
                  Notwithstanding anything in clause 6.1, the payment under this
                  clause 9.2.5.1 shall be due and payable only in the event that
                  Medeva has [ * ] for at least [ * ] of the Vaccine save where
                  Aviron has [ * ] in relation to the Manufacture of the
                  Intermediate Product which [ * ] of the Aviron Unit and the
                  Raw Materials in which


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COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
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                              case the [ * ] accordingly.

                      9.2.5.2 [ * ] of the lesser of either the [ * ] for the
                              [ * ] or the [ * ] corresponding to [ * ]
                              determined by the parties pursuant to Clause 6.1
                              as calculated promptly after the end of the
                              Manufacturing Period, Aviron will pay to Medeva
                              [ * ].

                      9.2.5.3 [ * ] in the [ * ] and each [ * ] thereafter of
                              [ * ] or the [ * ] corresponding to [ * ]
                              determined by the parties pursuant to Clause 6.1
                              as calculated promptly after the end of the
                              Manufacturing Period, for the [ * ] Manufacturing
                              Period, Aviron will pay to Medeva [ * ] of the
                              Intermediate Product.

                      9.2.5.4 For the sake of clarity, the [ * ] that give rise
                              to payment under clauses 9.2.5.1 to 9.2.5.3 shall
                              not exceed [ * ] set forth in clause 6.1 as
                              calculated promptly after the end of the
                              Manufacturing Period.

              9.2.6  [ * ]. Upon attaining [ * ] Aviron agrees to pay Medeva
                     [ * ] as set forth below:

                     9.2.6.1 [ * ] and [ * ] as set forth in Schedule 17 by
                             [ * ], Aviron will pay Medeva [ * ], to be payable
                             [ * ].

                     9.2.6.2 [ * ] and [ * ] set forth in Schedule 17 for [ * ]
                             Aviron will pay Medeva [ * ]  on [ * ].

                     9.2.6.3 [ * ] that [ * ] at Medeva have been sufficient to
                             [ * ] at Medeva as determined in accordance with
                             clause 6.1, and that no [ * ] due from the
                             [ * ] but payable only after proof of [ * ] as
                             provided for in this clause 9.2.6.3 has been
                             provided to Aviron.

                     9.2.6.4 Medeva shall have the right to [ * ] under this
                             Clause 9.2.6 with properly [ * ] on a [ * ] if
                             necessary to make up for [ * ] and shall use Best
                             Endeavours to [ * ] with [ * ].



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COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
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                    9.2.6.5  The aforementioned [ * ] apply, subject to clauses
                             9.2.6.6 and 9.2.6.7, to the [ * ] and thereafter
                             Medeva [ * ] subject to it being able to achieve in
                             each year, the Manufacturing capacity agreed
                             pursuant to clause 6.1, after prior consultation
                             with Aviron.

                    9.2.6.6  The parties may, by mutual agreement, reduce the
                             [ * ] set forth in this clause 9.2.6. Further,
                             Medeva shall be [ * ] except if Aviron [ * ] the
                             [ * ] of the [ * ] (as defined in Clause [ * ]).

                    9.2.6.7  Medeva shall [ * ], as a factor in [ * ] agreed
                             pursuant to clause 6.1, [ * ] if those levels have
                             been [ * ] or action, below the levels set forth
                             above in this clause 9.2.6, or if Medeva [ * ] the
                             [ * ] set forth above in this clause 9.2.6.

        9.3    [ * ]

               9.3.1  Save as provided below, within [ * ] from the end of each
                      calendar quarter, Aviron shall pay to Medeva an amount
                      corresponding to [ * ] of [ * ] licensed under Section
                      7.5, up to a total of [ * ] provided that any amount of
                      said [ * ] not paid on [ * ] shall be due and payable
                      within [ * ] days of such date.

               9.3.2  Aviron's obligation to make any [ * ] to Medeva pursuant
                      to clause 9.3.1 shall not commence until such time as
                      [ * ] exceeds an amount equal to [ * ] up to the time of
                      [ * ] and thereafter [ * ] up to the date Medeva's [ * ]
                      such sum. For the avoidance of doubt, Medeva's total [ * ]
                      pursuant to clause 9.3.1 shall be reduced by the amount
                      equal to [ * ] calculated in accordance with this clause
                      9.3.2.

               9.3.3  As used herein, [ * ] means the [ * ] [ * ] by Aviron, its
                      Associated Companies [ * ] from person or entities
                      [ * ], less the following [ * ], but only to the extent
                      such [ * ], or are [ * ]

                      9.3.3.1[ * ];


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COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
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                      9.3.3.2[ * ]

                      9.3.3.3[ * ] other than those described above;

                      9.3.3.4[ * ] (to the extent that the foregoing [ * ] do
                             not exceed [ * ] of the sum of all amounts [ * ]
                             and all other consideration [ * ] (or, when in a
                             form other than cash or its equivalent, the fair
                             market value thereof when received));

                      9.3.3.5[ * ]; and

                      9.3.3.6[ * ]

                      [ * ] not intended for [ * ], and made [ * ] shall not be
                      [ * ] Under no circumstances shall the combined reductions
                      from [ * ] attributable to the factors listed in clauses
                      9.3.3.1 and 9.3.3.4 [ * ]

               9.3.4  Medeva shall be entitled, upon reasonable notice and
                      during normal business hours, to have an independent
                      auditor reasonably acceptable to Aviron inspect the
                      financial records of Aviron pertaining to sales of CAIV
                      Products to confirm the accuracy of any report or
                      information provided to Medeva concerning [ * ] and Medeva
                      and Aviron shall make available to said independent
                      auditor such records, in whatever form.


10    [ * ] PAYMENTS

      10.1  Medeva shall receive from Aviron payments [ * ] for the [ * ] and
            payments [ * ] for [ * ] (such payments to include payments under
            [ * ] but excluding payments under [ * ] above) during the Term of
            this Restated Agreement until the below mentioned [ * ] is reached.
            If Medeva has not received payments from Aviron under this Restated
            Agreement [ * ], Aviron shall [ * ] corresponding to [ * ] between
            the [ * ] as set forth in this clause and the [ * ]. Aviron shall
            [ * ] under this Clause 10 upon [ * ] Medeva within [ * ] from
            receipt of [ * ]. Such obligation shall expire at the time Medeva
            has [ * ] from Aviron [ * ] under [ * ].

      10.2  Payments made by Aviron under this Restated Agreement prior to [ * ]
            shall be counted towards the amount of [ * ] due for the [ * ].



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COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.

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      10.3  The amount of the [ * ] pursuant to Clause 10.1 shall be [ * ] of
            the time during which Medeva is unable to Manufacture Intermediate
            Product for reasons caused as a consequence of any inspections or
            actions of a U.S. or U.K. Agency; provided, however, that Medeva
            shall not [ * ] except if Aviron undertakes to make [ * ].

11    INDEMNITY

      11.1  Subject to clauses 11.2, 11.3, 11.8 and 11.9 Medeva indemnifies and
            shall keep Aviron indemnified against any third party claims for
            losses, damages and costs (including court costs and reasonable
            attorney's fees) to the extent they arise from

            11.1.1 Medeva's failure to Manufacture the Intermediate Product in
                  accordance with the Technical Agreement and the
                  Specifications; and

            11.1.2 Medeva's failure to store the Intermediate Product while it
                  is in Medeva's control in accordance with the Specifications;
                  and


            11.1.3 the negligence or willful malfeasance of Medeva, its
                  employees or agents


      11.2  Medeva shall not be liable under the indemnity provided under clause
            11.1 above:-

            11.2.1 to the extent that any failure of the Intermediate Product to
                  comply with the Specifications results from the failure of the
                  Master Donor Strains and/or the Eggs supplied by Aviron or
                  Aviron's suppliers to comply with Specifications; and/or


            11.2.2 for any factor occurring after the Intermediate Product
                  leaves Medeva's premises.


      11.3  Medeva's liability for Direct Damages in respect of Intermediate
            Product that does not comply with the Technical Agreement and the
            Specifications shall be determined in compliance with clause 6.4,
            Schedule 3 and clauses 11.8 and 11.9


      11.4  Aviron indemnifies Medeva against all third party claims for losses,
            damages and costs (including court costs and reasonable attorney's
            fees) arising in relation to the Intermediate Product, the Vaccine
            and the Finished Product except under the circumstances which give
            rise to an indemnity in favour of Aviron by Medeva as set forth in
            the Clauses 11.1 and 11.2 above.


      11.5  Medeva shall be liable for any loss of or damage to Aviron Assets
            (fair wear and tear excepted), Raw Materials, components or
            Intermediate Product arising from Medeva's negligence whilst at
            Medeva up to replacement value, provided, however, that any Aviron
            Assets replaced by Medeva at its own cost will be owned by Medeva
            upon expiration or termination of this Restated Agreement.

      11.6  Aviron hereby indemnifies and will keep Medeva indemnified against
            all costs, damages or liabilities up to a maximum of Pound Sterling
            2,000,000 in any twelve month period of this Agreement and excluding
            indirect or consequential losses, costs, damages or liabilities,
            arising from any disruption of Medeva's business, any contamination
            of Medeva's premises or any damages to Medeva's premises, plant or
            machinery caused by the Eggs supplied by Aviron or Aviron's agent or
            the Master Donor Seeds save where


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COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
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               such interruption, contamination or damage is caused by the
               negligence, willful malfeasance or default of Medeva or its
               employees.

        11.7   Each party undertakes to ensure that it has in place product
               liability insurance with a reputable insurer in an amount
               appropriate for its business and products of the type the subject
               of this Restated Agreement. At either party's request, the other
               party shall provide the requesting party with evidence of the
               existence and maintenance of such coverage.

        11.8   Notwithstanding anything contained in this Restated Agreement,
               Medeva's liability in contract, tort (including breach of
               statutory duty) or otherwise arising by reason of or in
               connection with this Restated Agreement or any agreement or
               indemnity contemplated hereunder (except in relation to death or
               personal injury caused by the negligence of Medeva or its
               employees while acting in the course of their employment) shall
               be limited to Pound Sterling 2,000,000 in any twelve month period
               of this Restated Agreement. For the avoidance of doubt, only one
               claim is permitted to be made in respect of any one incident and
               Aviron shall not be permitted to make claims in later years
               pertaining to an incident for which a claim has already been
               made.

        11.9   In no event, and notwithstanding anything contained in this
               Restated Agreement, shall either party be liable in contract,
               tort (including breach of statutory duty) or otherwise howsoever,
               and whatever the cause thereof, for any special, indirect or
               consequential loss, damage costs or expenses of any nature
               whatsoever.

        11.10  All indemnities under this Restated Agreement given by either
               party shall be subject to English common law, duties and defenses
               including without limitation, the duty to mitigate, contributory
               negligence, and issues of causation and remoteness.

        11.11  If Medeva is subject to a change of control as described in
               Clause 14.4, and where the third party acquiring control is a
               competitor or potential competitor to Aviron , and, through its
               actions or inactions willfully or intentionally breaches or
               causes Medeva to breach its obligations under this Restated
               Agreement, the aforementioned limitations of direct, indirect and
               consequential losses and damages shall cease to apply.

        11.12  Should UK Customs and Excise determine that VAT is payable in
               respect of any aspect of this Restated Agreement or the 1995
               Development Agreement or the 1997 Contract Manufacture Agreement,
               Aviron accepts that it shall be charged VAT on any such aspects
               and agrees to pay. In the event that U.S. Customs and Excise make
               such a ruling Medeva shall, at Aviron's cost, use all reasonable
               endeavours to reduce the exposure of both Medeva and Aviron to
               the Taxburden including, but not limited to, appealing against
               the ruling of UK Customs and Excise.



12      CONFIDENTIALITY

        12.1   The Recipient undertakes to keep confidential all Restricted
               Information received by it directly or indirectly from the
               Discloser or obtained by it pursuant to the performance of this
               Restated Agreement and not to use such Restricted Information
               except as provided in this Restated Agreement. The obligations
               set forth in this Clause 12.1 shall apply during the period of
               this Restated Agreement and for a period of the longer of (i)
               [ * ] after the termination or expiry of the Michigan
               Agreement or (ii) [ * ] after the termination of this Restated
               Agreement.

        12.2   Recipient shall allow access to the Discloser's Restricted
               Information exclusively to those of its employees who have
               reasonable need to see and use it for the purposes of this
               Restated Agreement and shall inform each of such employees of the
               confidential nature


[ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.



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               of the Restricted Information and of the obligations on the
               Recipient with respect to such Restricted Information and
               shall ensure that each of its employees having access to the
               Restricted Information is contractually bound by obligations
               of confidentiality and shall take such steps as may be
               necessary to enforce such obligations.

        12.3   On the expiry or termination of this Restated Agreement,
               Recipient will return to Discloser all Restricted Information of
               Discloser in its possession and the Recipient shall have the
               option to retain one (1) copy, but shall not make any further use
               of that information save for record keeping purposes.

        12.4   In this Clause 12 references to the Discloser or Recipient shall
               be deemed to include any Associated Companies of that party.

        12.5   Aviron's shall have the right to disclose Medeva Process
               Technology to permitted sublicensees only to the extent permitted
               by its licence under clause 7.5.1 and under obligations of
               confidentiality not less stringent than those contained herein.
               For the sake of clarity and in no way limiting the generality of
               the foregoing, Aviron shall not be entitled to disclose any
               Medeva Process Technology otherwise than in respect of the
               manufacture of CAIV Products.

13      LIAISON

               The parties will each identify in writing the person responsible
               for the day to day operation of this Restated Agreement including
               production planning relating to forecast requirements. The person
               responsible may be changed from time to time with written
               notification to the other party. From the date of signature of
               this Restated Agreement Aviron's designated person pursuant to
               this clause shall be [ * ] and Medeva's shall be [ * ]

14      ASSIGNMENT AND CHANGE OF CONTROL

        14.1   [ * ] party may assign any of its rights or delegate any of its
               obligations under this Restated Agreement (other than by Medeva
               to its Associated Companies or Aviron to its Associated Companies
               as the case may be, or in the event of a merger or consolidation
               of a party with or into any other entity, including a triangular
               merger involving such party or a sale of all or substantially all
               of the assets or business unit to which this Restated Agreement
               relates) [ * ] the prior written consent of the other party,
               except as expressly provided herein.

        14.2   This Restated Agreement shall be binding upon and shall inure to
               the benefit of Medeva and Aviron and their respective permitted
               successors and assignees (if any).

               14.3 The parties acknowledge and agree that any change of
               ownership or control of either Medeva or Aviron shall not affect,
               either at law, or as between the parties, that party's rights and
               obligations under this Restated Agreement, to the extent that the
               party undergoing such change of ownership or control survives
               such change of ownership or control.

        14.4   Each party (the Notifying Party) shall forthwith notify the other
               party (the Receiving Party) if there is an effective change of
               ownership or control of the Notifying Party; or if the Notifying
               Party sells all or substantially all of the assets or all or
               substantially all of the business to which this Restated
               Agreement relates. Within a period of [ * ] of receipt of such
               notice or actual sale, should the Receiving Party [ * ] that the
               party assuming effective ownership or control of, or purchasing
               the assets or business of the Notifying Party


[ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.



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               [ * ] or a party [ * ] the Receiving Party [ * ] then:-

               14.4.1 in the event that the Receiving Party is [ * ] it may,
                      subject to clause 14.6 below, by a [ * ] written notice
                      terminate this Restated Agreement; and

               14.4.2 in the event that the Receiving party is [ * ] it may
                      terminate this Restated Agreement, [ * ], on provision of
                      [ * ] notice and, [ * ] on provision of [ * ] notice
                      subject to expiration or termination of this Restated
                      Agreement pursuant to other clauses of the Restated
                      Agreement.

        14.5   If Aviron terminates this Restated Agreement pursuant to clause
               14.4 above at a time [ * ] is, at that time, [ * ] Aviron shall
               pay to the party that acquires Medeva [ * ] pursuant to [ * ] at
               the date of such termination.

        14.6   Any purported assignment in violation of this section by either
               party shall be voidable by the other party.

15      TERM AND TERMINATION

        15.1   TERM OF AGREEMENT. Unless sooner terminated as provided under
               Clauses 14 or 15, this Restated Agreement shall come into force
               on the Effective Date hereof and shall continue in force until
               31 December, 2005.

        15.2   TERMINATION FOR BREACH OR BANKRUPTCY. Either party shall be
               entitled forthwith to terminate this Restated Agreement by
               written notice to the other if:

               15.2.1 that other party is in material breach of any of the
                      provisions of this Restated Agreement and, in the case of
                      a material breach capable of remedy, fails to remedy the
                      same within thirty (30) days of receipt of a written
                      notice specifying the material breach and requiring its
                      remedy; or

               15.2.2 an encumbrancer takes possession or a receiver is
                      appointed over any of the property or assets of that
                      other party; or

               15.2.3 the other party becomes subject to an administration
                      order; or

               15.2.4 that other party goes into liquidation except for the
                      purposes of amalgamation or reconstruction and in such
                      manner that the company resulting therefrom effectively
                      agrees to be bound by or assumes the obligations imposed
                      on that other party under this Restated Agreement;

               15.2.5 that other party is the subject of any proceeding or order
                      or other event in any applicable jurisdiction which would
                      have an effect analogous to any of the events mentioned in
                      Clauses 15.2.2 to 15.2.4 above.

        15.3   For the purpose of Clause 15.2.1 a material breach shall be
               considered capable of remedy if the party in breach can comply
               with the provisions in question in all respects other than as to
               time of performance provided that time of performance is not of
               the essence.



[ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
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COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
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        15.4   This Restated Agreement shall terminate upon the termination of
               the Michigan Agreement. In such event, at Michigan's option as
               notified to Medeva by Aviron, Medeva shall, at Aviron's cost, (1)
               destroy or return to Aviron as required all Master Virus Seeds,
               Manufacturing Working Virus Seeds, derivatives thereof and all
               finished and unprocessed Vaccine, (2) provide to Michigan copies
               of all Manufacturing Instructions and Manufacturing Records and
               (3) grant to Michigan a royalty free license to use the
               Manufacturing Instructions and the Manufacturing Records. .

        15.5   NO WAIVERS. Any waiver by either party of a breach of any
               provision of this Restated Agreement shall not be considered as a
               waiver of any subsequent breach of the same or any other
               provision thereof.

        15.6   OTHER REMEDIES. The rights to terminate this Restated Agreement
               given by this Clause shall be without prejudice to any other
               right or remedy of either party in respect of the material breach
               concerned (if any).

        15.7   EFFECTS OF EXPIRATION OR TERMINATION.

               15.7.1 On expiration or termination of this Restated Agreement
                      for any reason:

                     15.7.1.1 Medeva shall, [ * ] immediately cease
                              Manufacture of the Intermediate Product or
                              complete the Manufacture of the Intermediate
                              Product then in the course of Manufacture,
                              provided, however, that if [ * ] is made [ * ]
                              whether Medeva shall cease Manufacture immediately
                              or complete Manufacture of the Intermediate
                              Product then in the course of Manufacture;

                     15.7.1.2 subject to 15.7.1.1 and 12.3, each party shall
                              deliver up to the other all materials, reports,
                              and other documents (including copies thereof) in
                              its possession or control containing Restricted
                              Information of the other party, and each will
                              cease to make use of the others Restricted
                              Information;

                     15.7.1.3 Aviron shall pay outstanding invoices or
                              invoices for accepted Intermediate Product due to
                              be raised according to terms specified in this
                              Restated Agreement. In the event Medeva shall
                              [ * ] not to complete the Manufacture of the
                              Materials, then such unfinished Intermediate
                              Product shall be [ * ] or [ * ] at the [ * ]
                              incurred up to the time Manufacture was
                              discontinued;

                     15.7.1.4 Aviron will be obliged to purchase and Medeva
                              will be obliged to supply all stocks of Raw
                              Materials purchased by Medeva in support of
                              purchase orders or forecasts submitted by Aviron
                              [ * ] within a reasonable time, [ * ]

                     15.7.1.5 Aviron will collect all Raw Materials supplied
                              to Medeva free of charge save for any Raw
                              Materials required to complete the Manufacture of
                              the Intermediate Product in the event of [ * ] In
                              the event that Aviron has not collected the Eggs
                              within [ * ] and all other Raw Materials within
                              [ * ] of the date of termination of this
                              Agreement, Medeva may, after [ * ]


[ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
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COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
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                              destroy such Eggs and, after [ * ] destroy such
                              other Raw Materials and [ * ] a [ * ] such Raw
                              Materials.



                     15.7.1.6 Termination of this Restated Agreement for any
                              reason shall not bring to an end any provisions of
                              this Restated Agreement which, in order to give
                              effect to their meaning, need to survive its
                              termination and such provisions shall remain in
                              full force and effect thereafter and in particular
                              but without limiting the scope of foregoing the
                              rights and obligations of the parties under
                              Clauses 3.6.6, 3.6.7, 3.6.10, 3.6.11, 3.9.2,
                              4.2.2, 4.2.4, 6, 7, 8, 9.1, 9.2.4, 9.2.5, 9.3, 10,
                              11, 12, 15, 17, 20.5, and 21 .

        15.8   Upon expiry or termination of this Restated Agreement Medeva
               shall return to Aviron or destroy all Master Donor Strains,
               Master Virus Seeds and related material as instructed by Aviron.

        15.9   - EMPLOYMENT CLAUSE

               15.9.1 For the purposes of this sub-clause 15.9:

               15.9.2 "Employee" shall mean any employee of Medeva working more
                      than [ * ] of his or her time specifically on the
                      Manufacture of the Intermediate Product for Aviron during
                      the period of [ * ] to termination of such employee, or
                      the term of employment, if shorter.

               15.9.3 [ * ] shall mean the [ * ] for each relevant Employee
                      during any part of the relevant [ * ] when the Employee is
                      [ * ].

               15.9.4 [ * ] shall mean the [ * ] each relevant Employee the
                      [ * ] to which he/she [ * ].

               15.9.5 [ * ] shall mean the [ * ] to all its employees of
                      comparable skill, experience, tenure and position at the
                      Speke plant.

               15.9.6 If at any time during the period of or on the termination
                      of the Restated Agreement, Aviron's requirements for
                      Employees reduce or cease, other than due to a breach of
                      this Agreement by or bankruptcy of Medeva, which results
                      in Medeva having to find suitable alternative employment
                      for, or to retrain, or terminate the employment of any
                      Employee the parties agree as follows:

               15.9.7 Aviron shall notify Medeva of any anticipated
                      reduction in the required staffing levels in sufficient
                      time for Medeva to comply with its statutory and
                      contractual obligations regarding redundancy notification
                      and consultation with the Employees and their
                      representatives before notices of termination of
                      employment are given to the Employees. Aviron may at any
                      time request from Medeva a summary of the current
                      applicable law and statutory obligations pertaining to
                      redundancy notification and consultation with Employees
                      and Medeva shall provide such summary [ * ]. If the timing
                      does not allow Medeva to comply with its statutory
                      obligations, [ * ] all claims, actions, proceedings,
                      Employment Tribunal awards and compensation, protective
                      awards, legal costs


[ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
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                      and expenses resulting from Medeva's failure to comply
                      with its statutory obligations.


               15.9.8 Medeva shall make a good faith effort to retrain or to
                      find suitable alternative employment for Employees before
                      terminating any Employee's employment.

               15.9.9 Medeva shall make a good faith effort to effect any
                      necessary dismissals fairly and in accordance with their
                      usual Human Resources procedures.

               15.9.10 [ * ] against the following costs and expenses:


                   15.9.10.1 All reasonable [ * ] resulting from Medeva's [ * ]
                             for the Employees [ * ] of the [ * ] and the [ * ]
                             for the relevant Employee

                   15.9.10.2 All [ * ] and [ * ] paid by [ * ] in connection
                             with the [ * ] of the Employees.

                   15.9.10.3 All claims, demands, actions, proceedings,
                             Employment Tribunal awards and compensation,
                             protective awards, interest, legal costs and
                             expenses in respect of the Employees arising from
                             [ * ] in the event that the [ * ] of the
                             Manufacture of the Intermediate Product or [ * ] of
                             the Restated Agreement is deemed to be a [ * ] for
                             the purposes of the [ * ] as may be amended from
                             time to time.

                   15.9.10.4 Any claims, demands or proceedings in [ * ] (other
                             than those referred to in clause 10.14.9.2 (iii)
                             above) arising from the [ * ] of any Employee shall
                             be [ * ] in accordance with the chart set out in
                             Schedule 18. For the purposes of the chart in
                             Schedule 18:

                             15.9.10.4.1 [ * ] shall mean [ * ] and the
                                    provision of sufficient information relating
                                    to a [ * ] as is reasonably required [ * ]
                                    to make an informed decision on the
                                    appropriate course of action to be taken
                                    with respect to an [ * ]

                             15.9.10.4.2 [ * ] shall mean all payments made
                                    [ * ] in order [ * ] any such [ * ] or
                                    [ * ], and interest and all reasonable legal
                                    fees and expenses. It shall not include the
                                    [ * ] and [ * ] incurred by [ * ].

                             15.9.10.4.3 "Notice" shall mean notice in writing
                                    to Aviron together with a copy of [ * ]
                                    received by [ * ], such notice to be given
                                    as soon as is reasonably practicable after
                                    Medeva receives [ * ]


[ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.



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                        15.9.10.5 Medeva shall keep complete and accurate
                                  records relating to:


                        15.9.10.6 the allocation of the Employees;


                        15.9.10.7 Medeva's good faith efforts [ * ] and/or
                                  [ * ]; and


                        15.9.10.8 the accuracy of the [ * ] and the [ * ] of
                                  payments made to such Employees.

               Aviron shall have the right on reasonable notice to audit such
               records to confirm the accuracy of the allocation of Employees to
               the Manufacture, and the [ * ], and Medeva's efforts to [ * ] at
               Medeva or to [ * ].

16      EXCHANGE RATE

        16.1   Any sums payable in US$ pursuant to this Agreement are based on
               the $US/Pound Sterling exchange rate of [ * ]

        16.2   Should the [ * ] against the US$ compared to the exchange rate
               set forth in Clause 16.1, any payments denominated in US$ under
               this Restated Agreement shall [ * ] so that Medeva shall receive
               such payments in amounts calculated based on an exchange rate of
               [ * ]

        16.3   Should the [ * ] against the US$ compared to the exchange rate
               set forth in Clause 16.1, any payments denominated in US$ under
               this Restated Agreement shall [ * ] so that Aviron shall make
               such payments in amounts calculated based on an exchange rate of
               [ * ]

17      ASSOCIATED COMPANIES

               Medeva shall be entitled to perform any of the obligations
               undertaken by it and to exercise any of the rights granted to it
               under this Restated Agreement through any of its Associated
               Companies with Aviron's consent, such consent not to be
               unreasonably withheld, and any act or omission of any such
               company shall for the purposes of this Restated Agreement be
               deemed to be the act or omission of Medeva. For the purposes of
               such delegated performance Medeva shall be entitled to disclose
               only on a need to know basis Aviron's Restricted Information to
               employees of relevant Associated Companies.

18      FORCE MAJEURE

        18.1   If either party is affected by Force Majeure it shall forthwith
               notify the other party of the nature and extent thereof. The
               affected party shall additionally [ * ] take all reasonable steps
               as may be necessary to overcome the Force Majeure and to minimize
               its effects.

        18.2   Neither party shall be deemed to be in breach of this Restated
               Agreement, or otherwise be liable to the other by reason of any
               delay in performance, or non-performance, of any its obligations
               hereunder to the extent that such delay or non-performance is due
               to any Force Majeure of which it has notified the other party and
               the time for performance of that obligation shall be extended
               accordingly.



[ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
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COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
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        18.3   All sums due and payable at the time of suspension due to Force
               Majeure [ * ] by Aviron.

        18.4   The party affected by Force Majeure shall give notice to the
               other party as soon as practical after the matter constituting
               Force Majeure has arisen or occurred giving the other party full
               particulars of the nature and extent of such matter.

        18.5   In the event of any Force Majeure occurrence the parties shall
               consult with a view to determining what steps they may agree to
               take, appropriate to the Force Majeure circumstances, in relation
               to this Restated Agreement.

19      NOTICES

        19.1   Any notices or other information required or authorized by this
               Restated Agreement to be given by either party to the other may
               be given in writing, by hand or sent to the other by first class
               airmail registered pre-paid post, telex, facsimile transmission
               or comparable means of communication. The same shall be sent or
               delivered to the other party at the address shown for that party
               at the beginning of this Restated Agreement or to such other
               address which may be notified in writing to the other party from
               time to time. Six (6)-working days should be allowed for delivery
               save that such six (6) working day period shall not apply to
               notice to be provided under clause 9.2.2

        19.2   Any notice or other information given by post pursuant to Clause
               19.1 which is not returned to the sender as undelivered shall be
               deemed to have been given on the sixth working day after the
               envelope containing the same was so posted. Proof that the
               envelope containing any such notice or information was properly
               addressed, pre-paid, registered and posted, and that it has not
               been so returned to the sender, shall be sufficient evidence that
               such notice or information has been duly given.

        19.3   Any notice or other information sent by telex, facsimile
               transmission or comparable means of communication shall be deemed
               to have been duly sent on the date of transmission, provided that
               a confirming copy thereof is sent by first class airmail
               registered pre-paid post to the other party at the address
               referred to in clause 19.1 within one working day after
               transmission.

20      MICHIGAN LICENSE

        20.1   Medeva accepts:

        20.2   The Master Virus Seeds or the Working Seeds may be used only for
               the Manufacture of Intermediate Product; and

        20.3   Medeva shall not provide any Master Virus Seeds, Manufacturing
               Working Virus Seeds or derivatives thereof to any third party
               save as is required by independent third party laboratories for
               testing as provided in Clause 6.4. Medeva shall limit access to
               the Master Virus Seed supplied by Aviron and Manufacturing
               Working Virus Seeds made by Medeva to those employees reasonably
               requiring such access for the purpose of Development and
               Manufacture of the Intermediate Product, which employees are
               governed by Medeva's customary confidentiality obligations.

        20.4   Aviron shall:


[ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
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COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
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               20.4.1 use every reasonable effort to honor and observe its
                      obligations under the Michigan Agreement and shall not act
                      or fail to act in any way which might jeopardize or cause
                      to be terminated the Michigan Agreement; and,

               20.4.2 promptly notify Medeva of any amendment to the Michigan
                      Agreement; and,

               20.4.3 make every reasonable effort to notify Medeva in writing
                      of the expiry or termination of the Michigan Agreement at
                      least [ * ] to either event.

        20.5   Medeva will use every reasonable effort to store the Master Virus
               Seeds and Manufacture Intermediate Product in accordance with all
               applicable government laws and regulatory agency requirements .

        20.6   Aviron, on Michigan's behalf, may request from Medeva at
               reasonable times and in reasonable quantities at a cost [ * ] of
               Intermediate Product as it may desire, provided that Medeva shall
               [ * ] under this sub-clause or otherwise to produce extra batches
               of Intermediate Product [ * ] Any requirements of Michigan shall
               be supplied from [ * ] with [ * ] such part thereof to Michigan [
               * ] Any Intermediate Product provided to Michigan pursuant to
               this clause shall [ * ] of the then relevant production payment
               set forth in clause 9.

        20.7   Medeva acknowledges Michigan's warranty disclaimer and limitation
               of liability contained in Section 13 of the Michigan Agreement [
               * ] Notwithstanding such, Medeva will not make any statements,
               representations or warranties or accept any liabilities or
               responsibilities whatsoever to or with regard to any person or
               entity which are inconsistent with any disclaimer or limitation
               of liability contained in said Section 13.

        20.8   Subject to those limitations of liability contained in Clauses
               11.8 and 11.9 hereof, Medeva will indemnify Michigan, its
               fellows, officers, employees and agents for and against any and
               all claims, damages, losses and expenses of any nature (including
               attorney's fees and other litigation expenses) resulting from,
               but not limited to, death, personal injury, illness or property
               damage, arising from or in connection with the following:

               20.8.1 any Manufacture, use, sale other disposition by Medeva of
                      the Master Virus Seeds or Intermediate Products; or

               20.8.2 the use, handling, storage or disposal of Master Virus
                      Seeds, any derivatives or Intermediate Products by
                      Medeva; or

               20.8.3 the use by Medeva of any know-how, or technical data
                      sub-licensed to Aviron from Michigan (and of which
                      know-how and technical data Aviron has expressly notified
                      Medeva as being sub-licensed to Aviron by Michigan) or
                      developed by Medeva pursuant to this Restated Agreement
                      that is necessary or useful to the manufacture or use of
                      the cold-adapted influenza vaccine product derived from
                      Master Donor Strains; or

               20.8.4 No approval, review, inspection nor receipt by Michigan of
                      any such know-how or technical data or samples or
                      otherwise or representations made with respect thereto
                      shall in any manner relieve Medeva of the responsibilities
                      under this Clause 20.8,



[ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
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COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
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               where but only where such claims damages losses or expenses [ *
               ]. Nothing in this indemnity shall in any way reduce or limit the
               extent of the indemnity provided by Aviron in favour of Medeva
               pursuant to clause 11.4.

        20.9   Medeva shall not use the name of Michigan in publicity or
               advertising concerning the Intermediate Product or the Master
               Virus Seed without the prior written consent of Michigan, such
               consent not to be unreasonably or arbitrarily withheld nor
               delayed. Reports in scientific literature and presentations of
               joint research and development work are not considered publicity
               for the purpose of this clause.

21      GENERAL

        21.1   Any reference in this Restated Agreement to "writing" or cognate
               expressions includes a reference to telex, cable, facsimile
               transmission or comparable means of communication.

        21.2   The headings in this Restated Agreement are for convenience only
               and shall not affect its interpretation.

        21.3   No variation or amendment of this Restated Agreement shall bind
               either party unless made in writing in the English language and
               agreed to in writing by duly authorized officers of both parties.

        21.4   If any provision of this Restated Agreement is agreed by the
               parties to be illegal void or unenforceable under any law that is
               applicable hereto or if any court of competent jurisdiction in a
               final decision so determines this Restated Agreement shall
               continue in force save that such provision shall be deemed to be
               excised here from with effect from the date of such agreement or
               decision or such earlier date as the parties may agree.

        21.5   This Restated Agreement shall be governed by and construed in all
               respects in accordance with the [ * ] and the parties hereby
               submit to the jurisdiction of the [ * ] for the determination of
               any dispute arising hereunder. Either party shall be entitled to
               enforce any order of the [ * ] in any other jurisdiction.

        21.6   Unless this Restated Agreement or any agreement or arrangement of
               which this Restated Agreement forms a part is a non-notifiable
               agreement for the purpose of section 27A of the Restrictive Trade
               Practices Act 1976, if there is a provision of this Restated
               Agreement or any such agreement or arrangement which causes or
               would cause this Restated Agreement or any such agreement or
               arrangement to be subject to registration under the Restrictive
               Trade Practices Act 1976, that provision shall not take effect
               until the date after particulars of this Restated Agreement (or
               of that agreement or arrangement as the case may be) have been
               furnished to the Director General of Fair Trading pursuant to
               section 24 of the Restrictive Trade Practices Act 1976.

22      PUBLIC DISCLOSURE

        No public announcement of any kind shall be made in respect of or in
        connection with this Restated Agreement except as specifically agreed in
        writing between the parties, or except to the extent that an
        announcement is required by law or by the US or UK stock exchange as the
        case may be but in such event any announcement by either party shall
        only be issued after prior consultation with the other, having taken
        reasonable account of any comment or reasonable requirement of the
        other.



[ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.



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23      ENTIRE AGREEMENT


        23.1   This Restated Agreement, the Technical Agreement (etc etc) are
               the entire agreements and understandings between the parties
               relating to the subject matter of this Restated Agreement and,
               save as provide in clause 24 below, supersedes and previous
               agreement between the parties.

        23.2   Each of the parties acknowledges and agrees that in entering into
               this Restated Agreement, and the documents referred to in it, it
               does not rely on and shall have no remedy in respect of, any
               statement, representation, warranty or understanding (whether
               negligently or innocently made and whether written or oral) of
               any person (whether party to this Restated Agreement or not)
               other than as expressly set out in this Restated Agreement.

        23.3   Nothing in this clause shall operate to limit or exclude any
               liability for fraud.

        23.4   The terms of this Restated Agreement shall supersede any
               conflicting standard terms and conditions, purchase orders,
               acceptance notices and other documents exchanged between the
               Parties in the course of ordering and supplying Intermediate
               Product under this Restated Agreement, and any such terms and
               conditions conflicting with or in addition to the terms of this
               Restated Agreement are hereby expressly rejected.

24      PROVISIONS PERTAINING TO PREVIOUS AGREEMENTS

        24.1   All sums due and owing to Medeva as at [ * ] pursuant to the 1995
               Development Agreement and the 1997 Contract Manufacture Agreement
               in the amount of [ * ] shall be paid by Aviron to Medeva on the
               Effective Date. All sums due and owing to Medeva for work
               performed by Medeva under the 1997 Contract Manufacture Agreement
               or the 1995 Development Agreement between [ * ] and the [ * ]
               will be paid under the terms of the 1997 Contract Manufacture
               Agreement or the 1995 Development Agreement as is appropriate.

        24.2   Medeva shall notify Aviron should it be approached by any third
               party wishing to exploit the process technology developed by
               Medeva pursuant to the 1995 Development Agreement, the 1997
               Contract Manufacture Agreement, or this Restated Agreement in
               respect of [ * ] and, within [ * ] of receipt of such
               notification, Aviron may request that the parties enter
               negotiations for a licence in respect thereof. If Aviron does not
               so request the commencement of negotiations, or if the parties
               have not executed a license agreement after [ * ] of good faith
               negotiations, [ * ] such process technology relating to [ * ]
               to a [ * ].

        24.3   Clause 8.1 (other than the first two sentences) and clauses 8.3,
               8.4, 10.10, 14, 15 and 16 of the 1995 Development Agreement
               survive the termination of the 1995 Development Agreement.

        24.4   Notwithstanding anything in clause 20.3 of the 1995 Development
               Agreement, said section is hereby terminated.

        24.5   Any materials purchased by [ * ] pursuant to clause [ * ] of the
               1995 Development Agreement shall be deemed to be [ * ] and the
               terms concerning such set forth in this Restated Agreement shall
               apply.


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        24.6   Any costs for plant and facilities to be recovered by Medeva
               pursuant to clause 7.5 of the 1995 Development Agreement shall be
               deemed to be and are included in the payment from Aviron to
               Medeva for use of the Aviron Unit.

        24.7   Any Virus Seeds, the Working Seed and the Vaccine referred to in
               clause 9.5 of the 1995 Development Agreement shall be used or
               disposed of as provided in this Restated Agreement.

        24.8   Sections 6.1 and 6.2 of the 1995 Development Agreement are hereby
               terminated. All process technology referred to in clauses 6.1 and
               6.2 of the 1995 Development Agreement shall be deemed to be
               Medeva Process Technology and Aviron Process Technology and the
               terms of this Restated Agreement shall apply to such accordingly.

        24.9   Subject to the above, the 1995 Development Agreement is hereby
               terminated. Neither party shall have any further rights,
               obligations or liabilities to the other party under the terms of
               the 1995 Development Agreement unless expressly stated herein and
               except for rights, obligations and liabilities under any
               surviving clauses set forth in Clause 24.3.



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AMENDED.



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IN WITNESS WHEREOF, this Restated Agreement has been executed by the duly
authorized representatives of the parties the day and year first above written

MEDEVA PHARMA LIMITED                       AVIRON

By:     /s/ M. J. Harvey                    By:    /s/ Fred Kurland
     --------------------------------            --------------------------




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AMENDED.



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                                   SCHEDULE 1

                                  AVIRON ASSETS
                                      [ * ]   [ * ]

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                                   SCHEDULE 2

                                   AVIRON UNIT

                                      [ * ]

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                                   SCHEDULE 3

                                 DIRECT DAMAGES


  1. [ * ]

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                                   SCHEDULE 4

                                       GSA

                                      [ * ]


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                                   SCHEDULE 5

                               MICHIGAN AGREEMENT

The Michigan Agreement was filed with the SEC by Aviron as Exhibit 10.3 to
Aviron's Registration Statement on Form S-1, File No. 333-05209, filed June 5,
1996, as amended, which exhibit was titled "Materials Transfer and Intellectual
Property Agreement between Aviron and the Regents of the University of
Michigan, dated February 24, 1995," and is hereby incorporated by reference.


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                                   SCHEDULE 6

                                       MPU

                                      [ * ]



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                                   SCHEDULE 7

                                    SPF UNIT

                                      [ * ]


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                                   SCHEDULE 8

                               TECHNICAL AGREEMENT




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                              MEDEVA PHARMA LIMITED


                                       and


                                     AVIRON






                               ------------------


                               TECHNICAL AGREEMENT
                            FOR CONTRACT MANUFACTURE


                               ------------------





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                  TECHNICAL AGREEMENT FOR CONTRACT MANUFACTURE

                                     between

(1) MEDEVA PHARMA LIMITED having its registered office at Medeva House, Regent
Park, Kingston Road, Leatherhead, Surrey KT22 7PQ (`Medeva')

                                       and

(2) AVIRON, a Delaware corporation having its registered office at 297 North
Bernardo Avenue, Mountain View, California 94043, United States of America.
(`Aviron')made by and between the parties on this _____th day of May 1999.

1.      BACKGROUND

        In November 1995, the parties entered into a Manufacturing and
        Development Agreement (the "Development Agreement") and a technical
        agreement pertaining to the manufacture of cold adapted influenza
        vaccine for the purposes of the Development Agreement.

        In April 1997, the parties entered into a Contract Manufacturing
        Agreement (the "Old Manufacturing Agreement") and a technical agreement
        pertaining to the manufacture of cold adapted influenza vaccine for the
        purpose of the Old Manufacturing Agreement.

        This Technical Agreement is intended to replace the technical agreements
        pertaining to the Development Agreement and the Old Manufacturing
        Agreement and will be annexed to and form part of the Commercial
        Agreement.

        Under this Technical Agreement, Medeva will be responsible for the
        Manufacture of the Intermediate Product, in accordance with
        Specifications and in accordance with cGMP.

2.      DEFINITIONS

        In this agreement the following words and phrases shall have the
        meanings set forth below. Any capitalized terms not defined herein shall
        have the meaning as defined in the Commercial Agreement:

        "Agency" means any governmental body responsible for licensing of the
        Finished Product for commercial sale and the licensing of premises and
        facilities of the Manufacturer.

        "Associated Companies" means (i) in respect of Medeva, any company which
        at the relevant time is a subsidiary of that party's ultimate holding
        company or any subsidiary of such a subsidiary where the term subsidiary
        shall have the meaning as defined in Section 736 of the English
        Companies Act 1985 (as amended); and, (ii) in respect of Aviron, any
        entity that directly or indirectly owns, is owned by or is under common
        ownership with Aviron, where own or ownership means direct or indirect
        possession of at least fifty percent (50%) of the outstanding voting
        securities of a corporation or a comparable equity interest in any other
        type of entity.

        "Aviron Materials" means the Raw Materials and Packaging Materials
        listed in Appendix 1A.

        "Aviron Materials Specifications" means that part of the Specifications
        that relates to the Aviron Materials.



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        "BLA" means Aviron's Biological License Application for the FluMist(TM)
        vaccine to be submitted to the FDA or a corresponding application
        submitted to another Regulatory Authority.

        "Commercial Agreement" means the agreement entered into between the
        parties on the same date as this agreement setting forth the commercial
        terms pertaining to the Manufacture of the Intermediate Product by
        Medeva for Aviron.

        "Consistency Lot" means batches of Intermediate Product Manufactured for
        the purpose of establishing that the process of Manufacture of the
        Intermediate Product can be consistently repeated, as required for
        obtaining approval of a Regulatory Authority to market, distribute, and
        sell the Vaccine.

        "Eggs" means the specific pathogen-free eggs supplied by Aviron or its
        supplier to Medeva for the Manufacture of the Intermediate Product.

        "Finished Product" means the Vaccine in its final form packaged for sale
        to the consumer.

        "Flu Season" means, in respect of the northern hemisphere, the period of
        time during a calendar year anticipated to start approximately in the
        beginning of August and ending approximately in January in which it is
        anticipated that the Vaccine will be used to vaccinate patients.

        "cGMP" means current FDA Good Manufacturing Practices as set forth in
        the United States 21 Code of Federal Regulations Parts 210 and 211 as
        amended from time to time, and the corresponding regulations of PIC and
        the EU, [*] during the term of this agreement.

        "Harvest" means the manufacturing step during which the allentoic fluid
        in the Egg is aseptically processed or collected.

        "Intermediate Product" means Monovalent Virus Harvest and/or NAF,
        Manufactured according to and conforming with the Specifications which
        is intended for use in the manufacture of the Vaccine.

         "Manufacture" means the production of the Intermediate Product from the
        Raw Materials and shall include production of [*], production of [*],
        and "Manufactured," and "Manufacturing" shall be interpreted
        accordingly.

        "Manufacturing Instructions" means the documentation of the
        Manufacturing process and applicable standard operating procedures which
        must be followed by Medeva in the Manufacture of the Intermediate
        Product, attached hereto and incorporated herein in as part of
        Specifications in Appendix 2.

        "Manufacturing Records" means manufacturing, facility/systems and
        environmental monitoring and cleaning, packaging and quality control and
        quality assurance records generated by Medeva in the course of the
        Manufacture, including, without limitation, the Manufacturing
        Instructions, production, packaging, quality control, and quality
        assurance records.

        "Manufacturing Working Virus Seeds" means the virus seeds produced by
        Medeva, from time to time, from the Master Virus Seeds, and from which
        the Monovalent Virus Harvest is produced.

        "Master Donor Strains" shall mean the live attenuated influenza strains
        derived by Dr. Maassab and designated Type A/Ann Arbor/6/60-H2N2 and
        Type B/Ann Arbor/1/66, exclusively licensed

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        from Michigan to Aviron, and which are modified at Aviron to produce
        Master Virus Seeds.

        "Master Virus Seeds" means certain reassortants produced by Aviron from
        the Master Donor Strain.

        "Medeva Materials" means the Raw Materials and Packaging Materials
        listed in Appendix 1B.

        "Medeva Materials Specifications" means that part of the Specifications
        that relates to the Medeva Materials.

        "Michigan" means the Regents of the University of Michigan, a
        constitutional corporation of the State of Michigan with offices located
        at Wolverine Tower, Room 2071,3003 South State Street, Ann Arbor,
        Michigan, 48109-1280, USA.

        "Monovalent Virus Harvest" means each of the three virus strains to be
        incorporated in the Vaccine for a given Flu Season in bulk form.

        "NAF" means "Normal Allantoic Fluid" used as a diluent in the Vaccine.

        "Packaging Material" means any packaging materials accompanying the Raw
        Materials or Intermediate Product during the course of shipment to and
        from Medeva.

        "Raw Materials" means any component required for the Manufacture of the
        Intermediate Product.

        "Regulatory Authority" means any supranational, national, regional,
        state, provincial or local regulatory agency, department, bureau,
        commission, council or other governmental entity, with jurisdiction over
        the review and granting of approvals, licenses, registrations or
        authorizations necessary for the Manufacture, use, storage, importation,
        export, transport or sale of the Vaccine in a regulatory jurisdiction in
        the world.

        "Responsible Head" shall have the meaning assigned to it in Clause 11.1.

        "Specifications" means requirements and specifications for the Raw
        Materials, Master Virus Seed, Manufacturing Working Virus Seed, and the
        Intermediate Product and its Manufacture, incorporated herein and
        attached hereto as Appendix 2, as may be amended from time to time in
        accordance with Clause 7.3

        "Vaccine" means Aviron's live, attenuated, intranasally delivered cold
        adapted influenza vaccine in the frozen formulation made using the
        Master Donor Strains (i.e. which, during the dating period established
        by the FDA, maintains stability at temperatures of [*] and may maintain
        stability at temperatures of [*] but does not maintain stability at [*]
        or at [*] as further described in the FDA BLA.



        "W-A" means Wyeth-Ayerst Laboratories Division of America Home Products,
        Corp. or any entity that directly or indirectly owns, is owned by or is
        under common ownership with W-A, where own or ownership means direct or
        indirect possession of at least fifty percent (50%) of the outstanding
        voting securities of a corporation or a comparable equity interest in
        any other type of entity.

        "Working Virus Seed"



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3.      COMPETENCE

        Aviron hereby declares and agrees that it has assessed and is satisfied
        with the competence and ability of Medeva to undertake and complete
        successfully the work contemplated by this agreement. Such declaration
        and agreement is not a waiver of Aviron's rights or Medeva's obligations
        under this or any other agreements between Medeva and Aviron.

4.      RAW MATERIALS AND PACKAGING MATERIALS

4.1     Medeva will ensure that the Medeva Materials are sourced from qualified
        suppliers and comply with the Medeva Materials Specifications.

4.2     Aviron will ensure that the Aviron Materials are sourced from qualified
        suppliers and comply with the Aviron Materials Specifications.

5.      QUALITY CONTROL

5.1     Aviron will supply to Medeva the Master Virus Seeds and the Eggs
        together with documentation which confirms that the Master Virus Seeds
        and the Eggs are suitable for Manufacture of the Working Virus Seeds and
        the Monovalent Virus Harvest.

5.2     Medeva shall be responsible for appropriate quality control testing of
        the Medeva Materials and the Aviron Materials, except those items agreed
        to in writing by the parties, to ensure that such Materials comply with
        the Medeva Materials Specifications and the Aviron Materials
        Specifications.

5.3     Medeva shall be responsible for carrying out [*] and, if requested to do
        so by Aviron, [*] on the [*] Aviron shall be responsible for [*] on the
        [*]

6.      INFORMATION PROVIDED BY AVIRON

Aviron will transfer to Medeva in accordance with the provisions of the
Commercial Agreement such information as is necessary to enable Medeva to
Manufacture the Intermediate Product.

7.      AMENDMENTS TO THE TECHNICAL AGREEMENT AND THE SPECIFICATIONS.

7.1     Within 30 days of executing this agreement, the Parties will form a
        Specifications Working Group ("SWG"). The purpose to the SWG shall be
        from time to time to review and discuss changes to this Technical
        Agreement and the Specifications.

7.2     The SWG shall be comprised of two (2) members from each of the Parties,
        appointed and substituted for each Party as necessary from time to time.
        The chairperson of the SWG shall be named by Aviron from among its SWG
        members. Medeva and Aviron will each nominate a senior representative to
        the SWG. The senior representatives will have the authority to approve
        changes to this Technical Agreement and the Specifications on behalf of
        Medeva or Aviron, respectively, as provided in Clause 7.3 below. All
        changes to this Technical Agreement and the Specifications will be
        reduced to writing, signed on behalf of the Parties by the senior
        representatives and appended to this Technical aAgreement in Appendix 2.

7.3     The senior representative of Aviron in the SWG shall have the deciding
        vote on any amendment to this Technical Agreement and the
        Specifications, taking into due consideration the discussions and
        concerns raised in the SWG, provided, that the senior representative of
        Medeva will have the right to



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        reject changes to this Technical Agreement or the Specifications if
        their implementation would cause non-compliance with applicable health,
        safety or environmental regulations or cGMP.

8.      NON-COMPLIANCE WITH SPECIFICATION

        Within 30 days of executing this agreement, the Parties will appoint one
        (1) representative each from operations/manufacturing, regulatory
        affairs, quality assurance and quality control to serve on the Product
        Evaluation Team, ("PET"). The purpose of the PET is to [*] of the
        Intermediate Product's non-compliance to the Specifications. The
        chairperson of the PET will be designated by Aviron from among its PET
        members and membership can be changed from time to time by the
        respective Party. The [*] of the PET will be communicated to the
        responsible persons of the respective Parties in quality assurance.

9.      CHANGE CONTROL

9.1     Aviron shall be notified of and authorise any changes which will or
        could impact the regulatory status of the Vaccine or the performance of
        the Manufacture. In particular, and without limitation, Aviron shall be
        notified of any planned changes to the site of the Manufacture,
        utilities, building, equipment, organization or process used in the
        Manufacture.

9.2     Aviron shall be notified of any specific changes required by Regulatory
        Authorities to the Manufacture, site of the Manufacture or the equipment
        used in the Manufacture. If a Regulatory Authority does not require
        specific changes, but declares certain aspects of the Manufacture to be
        deficient, the SWG shall discuss and agree on how to change this
        Technical Agreement, the Specifications, the site of Manufacture or
        equipment used in the Manufacture in order to remedy the deficiency
        noted by the Regulatory Authority, as provided in Clause 7 above.

10.     TESTING AND RELEASE TO AVIRON OF INTERMEDIATE PRODUCT BY MEDEVA

10.1    Medeva shall [*] ship the Intermediate Product to Aviron or its designee
        only after [*] and if requested by Aviron, [*] and when the
        documentation referred to in clause 10.2 is available. For the avoidance
        of any doubt, Aviron will bear ultimate release responsibilities for the
        Intermediate Product subsequent to the release by Medeva. The [*] (and
        [*] shall be performed as provided in the Specifications within [*] days
        after Manufacture of a batch of Monovalent Virus Harvest or NAF.

10.2    Medeva will supply to Aviron with each shipment of Intermediate Product
        all relevant batch documentation as provided for in the Specifications,
        and a Certificate of Compliance showing that the Intermediate Product
        [*] and was Manufactured in accordance with the Manufacturing
        Instructions and cGMP.

11.     TESTING AND RELEASE OF INTERMEDIATE PRODUCT BY AVIRON

11.1    Aviron shall designate the senior executive of Aviron or its contractor
        (the "Responsible Head") who is responsible for review of the
        documentation provided by Medeva pursuant to Clause 10.2 and for the
        release of the quarantined Intermediate Product received by Aviron or
        its contractor from Medeva. The Responsible Head will release the
        Intermediate Product based on a satisfactory Certificate of Compliance
        received from Medeva and upon [*] by Aviron or its contractor pursuant
        to Clause 11.2 below.

11.2    Aviron will perform the [*] of the Intermediate Product as provided in
        the Specifications, and will send the [*] to Medeva for its files.



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11.3    Each Party will designate a quality assurance person to be responsible
        for review of documentation and recommend release of Intermediate
        Product to the Responsible Head. The quality assurance person may be
        changed from time to time with written notification to the other Party.

12.     MANUFACTURING RECORDS

12.1    Medeva will keep under safe and secure storage the Manufacturing Records
        for each batch of Intermediate Product for a period of [*} or the term
        of the Commercial Agreement, if shorter. Medeva will ensure that this
        documentation is available for inspection by authorised Aviron personnel
        on reasonable notice. At the end of [*] or the prior expiration or
        termination of the Commercial Agreement, Medeva shall transfer the
        Manufacturing Records to Aviron at Aviron's expense, or may otherwise
        dispose of such records if such transfer is not desired by Aviron.

12.2    Medeva will submit to Aviron, promptly following a written request from
        Aviron, copies of all the Manufacturing Records relating to the
        Intermediate Product.

13.     SCOPE OF MEDEVA RESPONSIBILITIES

        Medeva is responsible for the Manufacture of the Intermediate Product
        from Raw Materials, including the following Manufacturing steps:

               [*]

14.     AUDITS

14.1    Medeva will permit, [*] of this agreement and during normal business
        hours and upon reasonable notice, representatives of Aviron and its
        Associated Companies [*] including a representative of W-A [*] any such
        [*]of any representatives of Aviron, its Associated companies or W-A [*]
        to have access to any relevant records in connection with such
        Manufacture, and to inspect the relevant parts of the premises where
        Manufacture of Intermediate Product is carried out, and assess its
        compliance with cGMP and any current practices of any relevant Agency,
        and to discuss any related issues with Medeva's management personnel.
        Notwithstanding the foregoing, Medeva's obligation to allow such
        visitors is on condition that: (a) Aviron, Aviron's Associated Companies
        and W-A, respectively, procure that such visitors agree in writing to
        observe the regulations of Medeva regarding security, health and safety
        and any other applicable regulations at the relevant premises, and
        confidentiality obligations corresponding to those contained in this
        Restated Agreement; (b) any visit shall be under the specific
        supervision of Medeva [*] and (c) Aviron, Aviron's Associated Companies
        and W-A, respectively, [*] and shall [*] to Medeva's property or any
        personal injury which is caused by any act or omission of any of
        Aviron's or W-A's employees or authorised agents or nominated visitors
        on Medeva's premises; and (d) Aviron, Aviron's Associated Companies and
        W-A use their best endeavours to ensure that the visit is of minimal
        disruption to Medeva's day to day business.

14.2    INSPECTIONS BY AGENCIES. Medeva will allow representatives of any Agency
        to inspect the relevant parts of its premises where the Manufacture of
        the Intermediate Product is carried out and to inspect the Manufacturing
        Records to ensure compliance with cGMP and other practices or
        regulations. In the event that an Agency inspects those areas of
        Medeva's premises used in the Manufacture of the Intermediate Product,
        Medeva shall provide as much notice as practicable of such inspection to
        Aviron and shall permit representatives of Aviron to [*] said
        inspection. Aviron acknowledges that its representatives [*] the [*] to
        [*] in [*] except that [*] the [*] to [*] in the [*] of [*] and [*] any
        wrap-up sessions conducted by the Agency representative which relate
        solely to the Manufacture of the Intermediate Product and/or the Aviron
        Unit. Medeva shall inform Aviron of any questions or recommendations
        made by the Agency and shall provide to Aviron copies of any written
        questions



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        or recommendations received from the Agency insofar as they pertain to
        the Manufacture of the Intermediate Product. Medeva and Aviron shall [*]
        any written questions and recommendations of the Agency and [*] any
        verbal questions or recommendations of the Agency or regulatory body
        that do not require an immediate response subject always to [*] right to
        have [*] the contents of any response to a question or recommendation of
        an agency that pertains to [*] and save where the response to the
        question or recommendation of the agency pertains [*] in which case [*]
        shall have [*] as to the contents of such response. In the case of a
        question or recommendation made by the Agency requiring [*] Medeva's
        representatives present during said inspection shall [*] and shall [*]
        the response made. Further, Medeva shall promptly send to Aviron a copy
        of any reports, citations, or warning letters received by Medeva in
        connection with an Agency Inspection to the extent such documents relate
        to or affect the Manufacture of the Intermediate Product.

15.     RETENTION OF SAMPLES

15.1    Medeva will draw and retain [*] samples of each of:

               [*]

         Medeva shall retain one of each of the samples taken in accordance with
        clause 15.2. Aviron shall be responsible for shipping, on separate
        shipments and on separate carriers, and retaining the remaining [*]
        samples. Sample size and the procedures determining the timing and
        manner of sample drawing and shipping and other matter relating to the
        sampling procedures will be determined in standard operating procedures
        to be agreed by the parties within 30 days after the date of this
        agreement.

 15.2   Retained samples of Intermediate Product will be stored for [*] beyond
        the expiry date of the Vaccine which was manufactured with the batch of
        Intermediate Product from which that sample was drawn. Retained samples
        of Raw Materials will be kept for minimum of [*] if their stability
        allows.

16.     DISPOSAL OF MATERIALS

        Any Raw Materials which are not stored or retained by Medeva under the
        terms of this agreement or the Commercial Agreement will be disposed of
        by Medeva in a safe and controlled manner following internal standard
        operating procedures and any applicable health and safety regulations.

17.     STORAGE

17.1    Medeva will be responsible for the maintenance, calibration, validation
        and inventory control of Raw Materials and Intermediate Product and
        sample storage equipment and areas. The storage of Intermediate Product
        and samples will be performed in compliance with the Specifications,
        standard operating procedures, the Manufacturing Instructions and cGMP.
        All refrigerators and freezers used for samples and Intermediate Product
        will be validated.

17.2    Raw Material and Intermediate Product storage areas will be utilized to
        control quarantined and released materials. The storage areas will be
        controlled to restrict access as required by cGMP.

17.3    Medeva shall provide Aviron written inventory reports of Raw Materials
        and Intermediate Product on a [monthly] basis. At the request of Aviron,
        such reports will be made in electronic form.




[ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES ACT OF 1934, AS AMENDED.



                                       56
<PAGE>   57

IN WITNESS hereof this agreement has been signed by a duly authorized officer of
each party the day and year first before written.

MEDEVA PHARMA LIMITED



 ............................  (Sign)

 ............................  (Name)

 ............................  (Title)

in the presence of:



 ............................  (Sign)

 ............................  (Name)

 ............................  (Title)



AVIRON



 ............................  (Sign)

 ............................  (Name)

 ............................  (Title)

in the presence of:



 ............................  (Sign)

 ............................  (Name)

 ............................  (Title)



[ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES ACT OF 1934, AS AMENDED.



                                       57
<PAGE>   58

                                   APPENDIX 1A

                     RAW MATERIALS TO BE SUPPLIED BY AVIRON


[*]





<TABLE>
<CAPTION>
                                  Signature                          Date
                                  ----------------------------------------
<S>                               <C>                                <C>
Medeva Pharma Ltd

Aviron
</TABLE>



[ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES ACT OF 1934, AS AMENDED.




                                       58
<PAGE>   59

                                   APPENDIX 1B

                     RAW MATERIALS TO BE SUPPLIED BY MEDEVA


1.
2.
3.
4.


<TABLE>
<CAPTION>
                                   Signature                          Date
                                   ----------------------------------------
<S>                                <C>                                <C>
Medeva Pharma Ltd

Aviron
</TABLE>

[ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES ACT OF 1934, AS AMENDED.




                                       59
<PAGE>   60

                                   APPENDIX 2

                                 SPECIFICATIONS

The attached Specifications include the following items:

<TABLE>
<CAPTION>
                                                              SUPPLIED   SUPPLIED       BLA
                               ITEM                           BY AVIRON  BY MEDEVA   REFERENCE
----------------------------------------------------------------------------------------------
<S>                                                           <C>        <C>         <C>
                               [*]
1.
----------------------------------------------------------------------------------------------

2.
----------------------------------------------------------------------------------------------

3.
----------------------------------------------------------------------------------------------

4.
----------------------------------------------------------------------------------------------

5.
----------------------------------------------------------------------------------------------

6.
----------------------------------------------------------------------------------------------

7.
----------------------------------------------------------------------------------------------


----------------------------------------------------------------------------------------------

1.
----------------------------------------------------------------------------------------------

2.
----------------------------------------------------------------------------------------------

3.
----------------------------------------------------------------------------------------------

4.
----------------------------------------------------------------------------------------------

5.
----------------------------------------------------------------------------------------------

6.
----------------------------------------------------------------------------------------------

7.  [*]
----------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------

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



[ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES ACT OF 1934, AS AMENDED.



                                       60
<PAGE>   61

<TABLE>
<CAPTION>
                                Signature                          Date
                                ---------------------------------------
<S>                             <C>                                <C>
Medeva Pharma Ltd

Aviron
</TABLE>



[ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES ACT OF 1934, AS AMENDED.



                                       61
<PAGE>   62

                                   SCHEDULE 9

                                TECHNICAL SUPPORT

[ * ]




[ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.




                                       62
<PAGE>   63

                                   SCHEDULE 10

                        RAW MATERIALS SUPPLIED BY AVIRON

1.  [ * ]




[ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.





                                       63
<PAGE>   64

                                   SCHEDULE 11

                                     [ * ]
[ * ]




[ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.




                                       64
<PAGE>   65

                                   SCHEDULE 12

                             MANUFACTURING CAPACITY

[ * ]



[ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.



                                       65
<PAGE>   66

                                   SCHEDULE 13

                               FORMAT OF FORECAST

-------------------------------------------------------------------------------
         [ * ]       [ * ]      [ * ]       [ * ]       [ * ]       [ * ]
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
EGG QUANTITY

-------------------------------------------------------------------------------

-------------------------------------------------------------------------------
DELIVERY DATE OF EGGS

-------------------------------------------------------------------------------

-------------------------------------------------------------------------------
INTENDED USE (NAF/MVH)

-------------------------------------------------------------------------------

-------------------------------------------------------------------------------
DELIVERY DATE OF MVS

-------------------------------------------------------------------------------

-------------------------------------------------------------------------------
SET DATE

-------------------------------------------------------------------------------

-------------------------------------------------------------------------------
AVAIL DATE OF MWVS
FOR INOC.

-------------------------------------------------------------------------------

-------------------------------------------------------------------------------
INOCULATION DATE

-------------------------------------------------------------------------------

-------------------------------------------------------------------------------
HARVEST DATE

-------------------------------------------------------------------------------

-------------------------------------------------------------------------------
PLANNED STRAIN

-------------------------------------------------------------------------------

-------------------------------------------------------------------------------
Q.A RELEASE.

-------------------------------------------------------------------------------

-------------------------------------------------------------------------------
SHIP DATE OF
INTERMEDIATE PRODUCT

-------------------------------------------------------------------------------

-------------------------------------------------------------------------------



[ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.





                                       66
<PAGE>   67

                                   SCHEDULE 14

                      EXPERT DISPUTE RESOLUTION PROCEDURES

[ * ]


[ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.



                                       67
<PAGE>   68

                                   SCHEDULE 15

                                  SUPPLY PRICE

[ * ]
[ * ]


[ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.


                                       68
<PAGE>   69

                                   SCHEDULE 16

                           LIST OF CRITICAL EQUIPMENT

[ * ]



[ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
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AMENDED.




                                       69
<PAGE>   70

                                   SCHEDULE 17

                                EMPLOYMENT LEVELS

[ * ]



[ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
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AMENDED.




                                       70
<PAGE>   71

                                  Schedule 18

                                     [ * ]


[ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.


                                       71

<PAGE>   72




                                                           Medeva Pharma Limited

                                             Vale of Bardsley, Ashton-under-Lyne

                                                              Lancashire OL7 9RR
                                                   Telephone +44 (0)161 330 4531
                                                         FAX +44 (0)161 343 5083

Our ref:  MJH/KAM

30 June 1999



Mr. Fred Kurland
Senior Vice President and CFO
Aviron
297 North Bernardo Avenue
Mountain View, California 94043                             BY FACSIMILE & POST

Dear Sirs:

Medeva Pharma Limited and Aviron hereby, in consideration for the mutual
covenants set forth herein, the adequacy of which is agreed by both parties,
agree to the following amendments of the Contract Manufacture Agreement entered
into between the parties in June 1999.

Clause 2.38 - shall be amended to read "Named Executives" means a director of
Medeva and Vice President of Aviron designated and replaced from time to time by
the respective party. As of the Effective Date the Named Executives of the
respective parties shall be those persons set forth in Schedule 19.

Clause 3.7.8.2 shall be amended to read "In connection with the PAI, Medeva will
permit Aviron's [ * ], currently the individual whose name is set forth in
Schedule 19, to be present and participate [ * ] relating to the Vaccine
provided, however, that Medeva shall have the right [ * ] where he would become
privy to confidential information not related to the Vaccine. Furthermore, in
preparation of the PAI, Medeva shall [ * ] and during the PAI shall make
accessible to the Agency [ * ], all documentation specifically associated with
the Manufacture of the Intermediate Product. Aviron may, in relation to this
clause 3.7.8.2, change the individual who is entitled to be present and
participate [ * ] from the individual names in Schedule 19 [ * ], such [ * ] not
to be [ * ].

A new clause 3.7.15 shall be inserted which shall read "Medeva shall make
available the GSA, AVU, MPU and SPF Unit to Aviron for purposes other than
Manufacture of Intermediate Product intended for use in Vaccines for commercial
sale, as requested from time to time by Aviron. Aviron shall pay to Medeva for
any such use the [ * ] as set forth in Schedule 9. For the avoidance of doubt,
Aviron shall not pay any [ * ] in connection with such use".



[ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.


<PAGE>   73
 Clause 3.7.17 - shall be amended by the addition of the following words "The
specification of any other eggs processed by Medeva in the SPF Unit shall be the
same or higher than the specification of the Eggs. Medeva shall provide to
Aviron promptly after the Effective Date a draft SOP pertaining to the [ * ] of
the Eggs in the SPF Unit. Aviron may, by written request, [ * ] such SOP and
[ * ], the requested amendments are reasonable to ensure that the processing of
the Eggs for the Manufacture of the Intermediate Product is not compromised,
[ * ] make such alterations to the procedures and SOP's. Medeva shall provide to
Aviron a written [ * ] any amendment [ * ] has [ * ].

Clause 6.1.2 - shall be amended so that the word [ * ] in the second line shall
be replaced by the word [ * ].

Clause 6.1.3 - shall be amended so that the word [ * ] in the first line shall
be replaced by the word [ * ].

Clause 6.2.1 - there shall be two changes to this clause. In the last sentence,
the reference to [ * ] shall be replaced by [ * ]. Further, the following words
shall be added at the end of Clause 6.2.1.

"Any forecast provided by Aviron shall be in the format set forth in Schedule
13".

Clause 6.4.6 - the emboldened square bracket in the seventh line shall be
deleted.

Clause 7.2 - shall be amended by addition at the end of the following sentence
added "For the avoidance of doubt, Medeva does not have a license to use the
Aviron Process Technology except for the purpose of Manufacturing the
Intermediate Product pursuant to this Restated Agreement or for Aviron's
licensees as provided in Clause 7.5.4"

Clause 9.2.1.1 - shall be deleted and replaced with the following "In the event
that Medeva [ * ] and [ * ] and [ * ] which shall be [ * ], for such [ * ] which
[ * ], Aviron shall pay to Medeva [ * ].

Clause 9.2.2.1 - the word "endeavors" shall be inserted after the words "all
reasonable" in the penultimate line.

Clause 9.3.3 - the sentence reading "under no circumstances shall the combined
reductions from [ * ]" shall be deleted.

Clause 11.6 - shall be deleted and replaced with the following: "Aviron hereby
indemnifies and shall keep Medeva indemnified against all costs, damages or
liabilities up to a maximum of [ * ] of this Agreement arising from



[ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.

<PAGE>   74

[ * ] save where such [ * ] is caused by the negligence, willful malfeasance or
default of Medeva or its employees in which case Aviron shall have no liability
to Medeva pursuant to the indemnity set forth in this clause 11.6. Aviron shall
not be liable under the indemnity set forth in this Clause 11.6 for any indirect
or consequential losses, costs, damages or liabilities suffered by Medeva as a
result of the contamination or interruption to the business of Medeva
contemplated by this Clause 11.6

Clause 16.1 - shall be amended by the deletion of [ * ] and replacing such with
[ * ].

Clause 16.2 - shall be amended by replacing [ * ] with [ * ].

Clause 16,3 - shall be amended by deletion of [ * ] and replacing such with [ *
].

By insertion of a new Clause 20.9 which shall read "Upon termination of the
Michigan Agreement, Medeva shall assist Aviron in complying with its obligations
under Clauses 15.5 and 15.6 of the Michigan Agreement".

Clause 23.1 - By deletion of"(etc etc)" from the first line of Clause 23.1.

Schedule 9 - In the section at the end of Schedule 9 under the heading
"Definitions" the following amendments shall be made: (a) the following words
shall be added to the sentence which reads [ * ]; "this figure includes costs
pertaining to the relevant part of the GSA, SPF and MPU utilised for that day".

(b) The following words shall be added to the sentence which reads [ * ],
"except in relation to [ * ] in which circumstances Aviron will pay to Medeva
[ * ]

 By insertion of a new Schedule 19 as attached.

Yours faithfully

/s/ M. J. Harvey
M J Harvey

New Business Development Director

Signed for and on behalf of Aviron

        /s/ Fred Kurland                                         Date   7/14/99
-----------------------------------------                            ----------


[ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.

<PAGE>   75

                                   SCHEDULE 19

                              RELEVANT INDIVIDUALS

The individuals pursuant to Clause 2.38 are [ * ].

The individuals pursuant to Clause 3.7.8.2 are [ * ].

The individuals pursuant to Clause 13 are [ * ].



[ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.

<PAGE>   76
                                                           Medeva Pharma Limited
                                                             Gaskill Road, Speke

                                                               Liverpool L24 9GR
                                                   Telephone +44 (0)151 486 1866
                                                        FAX: +44 (0)151 486 5033



2nd July 1999


Mr. Fred Kurland
Senior Vice President and CFO
Aviron
297 North Bernardo Avenue

Mountain View, California  94043                             BY FACSIMILE & POST

Dear Sirs:

Medeva Pharma Limited and Aviron hereby, in consideration for the mutual
covenants set forth herein, the adequacy of which is agreed by both parties,
agree to the following amendments of the Contract Manufacture Agreement entered
into between the parties in June 1999 as amended by the letter agreement dated
June 30, 1999.

Clause [ * ] shall be deleted and replaced with the following:

"SPF Unit. Medeva will [ * ] for products manufactured in the SPF Unit [ * ] in
such a manner that within [ * ] from the Effective Date, any [ * ] in the SPF
Unit [ * ] of the Manufacturing Working Virus Seed and the Intermediate Product.

Notwithstanding the foregoing, Aviron hereby [ * ], for the period of [ * ], at
[ * ], to use Aviron Assets in the SPF Unit for the processing of [ * ] for use
in products other than the Intermediate Product and the Working Virus Seed. The
[ * ] processed by Medeva in the SPF Unit shall be the [ * ] than the [ * ].
Medeva shall provide to Aviron promptly after the Effective Date draft SOPs and
procedures pertaining to the [ * ] in the SPF unit. Medeva shall ensure any SOPs
that pertain to [ * ] processed in the SPF unit are [ * ], such that any
procedure carried out or required by [ * ] with any [ * ] of [ * ] where the
meaning of [ * ] for the purposes of this provision shall include but not be
limited to [ * ] or the [ * ] carried out in the SPF Unit. If in the reasonable
opinion of an independent competent third party, appointed by agreement of
Medeva and Aviron (such third party having experience and expertise appropriate
to resolve such an issue) that [ * ] with the [ * ],


[ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.
<PAGE>   77

Medeva [ * ] those SOPs [ * ] in the SPF Unit so that they [ * ] pertaining to
the [ * ]. Medeva is not obligated to provide Aviron with [ * ] of [ * ] after
they have [ * ] SPF Unit."

Clause 9.2.1.1 - shall be amended by the deletion of " , save for PQ014 which
shall be delivered by August 31, 1999,".

Clause 11.1 shall be amended by deleting the reference to Clause 11.9 so that
the first sentence shall commence:

"Subject to Clauses 11.2, 11.3 and 11.8 Medeva indemnifies ...."

Clause 11.9 shall be amended so that the first sentence shall commence:

"Subject to Clause 11.1...."

Yours faithfully

/s/ M. J. Harvey

M J Harvey

New Business Development Director

Signed for and on behalf of Aviron

   /s/ Fred Kurland                                       Date   7/2/99
--------------------------------------                         ---------


[ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.