<PAGE>

CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTIONS OF THIS DOCUMENT HAVE
BEEN REDACTED AND HAVE BEEN FILED SEPARATELY WITH THE U.S. SECURITIES AND
EXCHANGE COMMISSION

                                                                  Exhibit 10.122


                                    AGREEMENT

                                 by and between

                             J. URIACH & CIA., S.A.

                                       And

                        INTERNEURON PHARMACEUTICALS, INC.


                               September 28, 2001

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                                                                    Page 2 of 46

THIS AGREEMENT effective as of September 28, 2001 ("Effective Date"), by and
between J. Uriach & Cia., S.A., a Spanish corporation having a principal office
at Dega Bahi, 59, Barcelona 08026, Spain ("URIACH") and Interneuron
Pharmaceuticals, Inc., a corporation organized and existing under the laws of
the State of Delaware and having its principal office at 99 Hayden Avenue, Suite
200, Lexington, Massachusetts 02421, United States ("INTERNEURON").

WITNESSETH:

WHEREAS, URIACH is the owner of the Patent Assets and the URIACH Know-How, as
defined herein;

WHEREAS, INTERNEURON desires to obtain exclusive license rights, with a right to
grant sublicenses, under the Patent Assets and the URIACH Know-How, and URIACH
desires to grant such license to INTERNEURON, upon the terms and conditions set
forth herein; and

NOW, THEREFORE, in consideration of the foregoing premises and the mutual
covenants herein contained, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the Parties hereby
agree as follows:

ARTICLE I
DEFINITIONS

Unless specifically set forth to the contrary herein or unless the context
otherwise requires, the following terms, shall have the respective meanings set
forth below, it being understood that (a) words in the singular include the
plural and vice versa and (b) any reference to any Party includes its
Affiliates, successors in title and permitted assigns.

1.1.   "Affiliate" shall mean (i) any corporation or business entity of which
       more than fifty percent (50%) of the securities or other ownership
       interests representing the equity, the voting stock or general
       partnership interest are owned, controlled or held, directly or
       indirectly, by a Party or by any entity mentioned in (ii) hereinafter;
       (ii) any corporation or business entity which, directly or indirectly,
       owns, controls or holds more than fifty percent (50%) (or the maximum
       ownership interest permitted by law) of the securities or other ownership
       interests representing the equity, voting stock or general partnership
       interest of a Party or (iii) any corporation or business entity of which
       a Party has the right to acquire, directly or indirectly, at least fifty
       percent (50%) of the securities or other ownership interests representing
       the equity, voting stock or general partnership interest thereof.

1.2.   "Business Day(s)" means any day that is not a Saturday or a Sunday or a
       day on which the New York Stock Exchange is closed or a day on which
       URIACH is not open for business in Barcelona (Spain) as per URIACH's
       working calendar which days shall be

<PAGE>
                                                                    Page 3 of 46

furnished in writing to INTERNEURON by URIACH at the beginning of each Calendar
Year.

1.3.   "Calendar Quarter" shall mean the respective periods of three (3)
       consecutive calendar months ending on March 31, June 30, September 30 and
       December 31.

1.4.   "Calendar Year" shall mean each successive period of twelve (12) months
       commencing on January 1 and ending on December 31.

1.5.   "CA/SA Option" shall mean URIACH's option to obtain from INTERNEURON an
       exclusive sublicense to market the Compound and Product in the Central
       and South American Countries, as defined in, and subject to the terms and
       conditions of, Section 2.4 of this Agreement.

1.6.   "cGMP" shall mean current applicable good manufacturing practices as
       defined in regulations promulgated by the FDA under the United States
       Federal Food Drug and Cosmetic Act of 1934and corresponding applicable
       laws and regulations of Spain relating to the formulation, manufacture,
       testing prior to delivery, storage and delivery of the Product.

1.7.   "Central and South American Countries" shall mean Argentina, Belize,
       Bolivia, Brazil, Chile, Colombia, Costa Rica, Ecuador, El Salvador,
       Guatemala, Guyana, French Guyana, Honduras, Panama, Paraguay, Peru,
       Surinam, Uruguay and Venezuela.

1.8.   "Centralized Procedure" shall mean the European Community Centralized
       Procedure for marketing authorization in accordance with Council
       Regulation EEC (2309-93) or any successor regulations.

1.9.   "CFR" shall mean the United States Code of Federal Regulations.

1.10.  "Compound" shall mean UR-12746 (including UR-12715) and UR-12746(S), and
       any derivative, homolog or analog of any of the foregoing or any isomer,
       salt, hydrate, solvate, amide, ester, metabolite, or prodrug of any of
       the foregoing, and any pharmaceutical composition containing any of the
       foregoing in any pharmaceutically acceptable form.

1.11.  "Development Program" shall mean those activities to be undertaken by
       INTERNEURON or its designee with respect to Compound or Product which are
       devoted to the evaluation of a potential pharmaceutical product in
       clinical trials, and/or the conduct of any other activities or studies
       directed toward obtaining Regulatory Approval of Compound or Product in
       the United States of America, in Europe and in Japan, as more detailed in
       Schedule 1.11. to this Agreement.

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                                                                    Page 4 of 46

1.12.  "Effective Date" shall mean the date first above written.

1.13.  "Europe" shall mean Spain, the United Kingdom, France, Germany, and
       Italy.

1.14.  "FDA" shall mean the United States Food and Drug Administration and any
       successor agency having substantially the same functions, and any
       corresponding or successor regulatory authority in Europe or having
       jurisdiction over the Centralized Procedure if the context so indicates.

1.15.  "First Commercial Sale" shall mean the first sale of Product by
       INTERNEURON or any Sublicensee, for the purpose of placing such Product
       in the market for end use or consumption, after Regulatory Approval has
       been granted authorizing such sale in the country where it takes place.

1.16.  "GAAP" means generally accepted accounting principles in the United
       States.

1.17.  "Generic Drug(s)" shall mean any product that is defined in a particular
       country in the Territory as a generic drug by applicable legal texts or
       regulatory authorities in such country, and for which an entity other
       than INTERNEURON or any of its Sublicensees has obtained regulatory
       approval in such country following an abbreviated procedure relying on
       data for any Product previously submitted to the regulatory authority by
       INTERNEURON or its Sublicensee.

1.18.  "Improvement" shall mean any and all improvements and enhancements,
       patentable or otherwise, related to the Compound or Product including,
       without limitation, in the manufacture, formulation, ingredients,
       preparation, presentation, means of delivery or administration, dosage,
       indication, use or packaging of Compound or Product.

1.19.  "IND" shall mean an investigational new drug application and any
       amendments thereto relating to the use of Compound or Product in the
       United States or the equivalent application in any other regulatory
       jurisdiction in the Territory, the filing of which is necessary to
       commence clinical testing of pharmaceutical products in humans.

1.20.  "INTERNEURON Know-How" shall mean all information and materials,
       including but not limited to, discoveries, information, Improvements,
       processes, formulas, data, inventions, know-how and trade secrets,
       patentable or otherwise, which

       (a) relate to Compound or Product; and

       (b) are owned by INTERNEURON or are in INTERNEURON's possession or
           control and as to which INTERNEURON has the right to license or
           sublicense to Third Parties.

<PAGE>
                                                                    Page 5 of 46

         Such know-how shall include, without limitation, all chemical,
         pharmaceutical, toxicological, preclinical, clinical, assay control,
         regulatory, and any other information used or useful for the
         development, manufacturing and/or regulatory approval of Compound or
         Product, including any data included in or generated as a result of or
         under an IND.

1.21.    "NDA" shall mean a new drug application filed with the FDA for
         marketing authorization of a Product in the United States, or a
         corresponding submission in Europe or under the Centralized Procedure
         or with the Japanese Ministry of Health and Welfare, if the context so
         indicates, and any amendments and supplements thereto.

1.22.    "Net Sales" shall mean the actual gross amount invoiced by INTERNEURON,
         its Affiliates or Sublicensees, for the commercial sale of Product in
         the Territory commencing upon the date of First Commercial Sale, after
         deducting, in accordance with GAAP, insofar as the actual gross amount
         invoiced (or a credit invoice) includes or reflects a deduction for,
         the following:

         (i)   normal and customary trade, cash and quantity discounts or
               rebates or chargebacks or retroactive price reductions (all of
               them, collectivelly referred to as "Reductions") actually made.
               Without prejudice of INTERNEURON's unrestricted right to
               determine any applicable Reductions, any actual gross amount
               invoiced shall be reduced by actual Reductions only up to a [*];
               provided, however, that if INTERNEURON grants any Reductions at a
               [*], they may request that URIACH agree that such excess may
               also be deducted from Net Sales; and URIACH shall not deny such
               agreement if it is demonstrated by objective evidence that
               Reductions at the specified higher rate are consistent with
               market practices in the country where such Reductions have been
               granted;

         (ii)  recalls, credits and allowances actually given on account of
               returned or rejected Product, including allowance for breakage or
               spoilage;

         (iii) sales or excise taxes, VAT or other similar taxes related to the
               sale of the Product, and transportation and insurance charges and
               additional special transportation, custom duties, and other
               governmental charges; all of them if identified in invoices;

         (iv)  rebates or similar payments paid in connection with sales of
               Product to any governmental or regulatory authority in respect of
               any state or federal Medicare, Medicaid or similar programs in
               any country of the Territory; and

         (v)   write-offs for bad debts in accordance with GAAP.

* Confidential Treatment Requested

<PAGE>

                                                                    Page 6 of 46

         Sales or other transfers between INTERNEURON and its Affiliates or
         Sublicensees shall be excluded from the computation of Net Sales and no
         payments will be payable on such sales or transfers, but Net Sales
         shall include the subsequent sales to Third Parties by such Affiliates.

         For the purposes of determining Net Sales, the Product shall be deemed
         to be sold as determined in accordance with GAAP.

1.23.    "Party" shall mean URIACH or INTERNEURON.

1.24.    "Patent Assets" shall mean United States and foreign patents and patent
         applications (which shall be deemed to include certificates of
         invention and applications for certificates of invention) which as of
         the Effective Date or at any time during the term of this Agreement

         (a)   are owned by URIACH or which URIACH through license or otherwise
               has or acquires rights, and

         (b)   relate to Compound, Product or any Improvement, including but not
               limited to methods of their manufacture, methods of their use, or
               otherwise relate to URIACH Know-How, including all certificates
               of invention, divisions, continuations, continuations-in-part,
               reissues, supplementary protection certificates or the like of
               any such patents and current and future patent applications,
               including but not limited to the patents and patent applications
               listed on Schedule 1.24 hereto, and any counterparts thereof
               which have been or may be filed in other countries.

1.25.    "Phase 2 Clinical Trial" shall mean the first clinical trial of Product
         in patients with ulcerative colitis that is designed to show safety and
         efficacy of Product for its intended use.

1.26.    "Phase 3 Clinical Trial" means a trial on a sufficient number of
         patients that is designed to establish that a pharmaceutical product is
         safe and efficacious for its intended use, and to define warnings,
         precautions and adverse reactions that are associated with the
         pharmaceutical product in the dosage range to be prescribed, and
         supporting marketing authorization of such pharmaceutical product or
         label expansion of such pharmaceutical product.

1.27.    "Product" shall mean any and all products in final form for commercial
         sale by prescription, over-the-counter, or by any other method (or,
         where the context so indicates, the product being tested in clinical
         trials), which contain Compound as at least one of the

<PAGE>

                                                                    Page 7 of 46

        therapeutically active ingredients in all dosage forms and package
        configurations for any indication.

1.28.   "Proprietary Information" shall mean any and all scientific, clinical,
        regulatory, marketing, financial and commercial information or data,
        whether communicated in writing, orally or by any other means, which is
        owned and under the protection of one Party and is being provided by
        that Party to the other Party in connection with this Agreement.

1.29.   "Regulatory Approval" means all approvals (including pricing and
        reimbursement approvals required for marketing authorization), product
        and/or establishment licenses, registrations or authorizations of all
        regional, federal, state or local regulatory agency, department, bureau
        or other governmental entity, necessary for the manufacture, use,
        storage, import, export, transport and sale of Product in a regulatory
        jurisdiction.

1.30.   "Royalty Year" shall mean each successive twelve (12) month period
        commencing with the first day of the first month in which occurs the
        First Commercial Sale.

1.31.   "Spain Option" shall mean URIACH's option to obtain from INTERNEURON a
        sub-license to co-market or market the Compound or Product in Spain, as
        defined in, and subject to the terms and conditions of, Section 2.4 of
        this Agreement.

1.32.   "Specifications" shall mean the written methods, formulae, procedures,
        specifications, tests (and testing protocols) and standards pertaining
        to the manufacture of the Compound or Product and as such specifications
        may be modified in accordance with the applicable NDA from time to time
        in writing. All Specifications and any subsequent changes thereto, as
        agreed upon by the Parties from time to time and in accordance with the
        applicable NDA, shall be in writing, dated and signed by the Parties,
        and identified as "Exhibit 1.32."
                           ------------

1.33.   "Sublicensee" shall mean any Affiliate of INTERNEURON or any Third Party
        to which INTERNEURON grants a sublicense under the terms of this
        Agreement.

1.34.   "Territory" shall mean all of the countries in the world.

1.35.   "Third Party" shall mean a person or entity who or which is neither a
        Party nor an Affiliate of a Party.

1.36.   "URIACH Know-How" shall mean all information and materials, including
        but not limited to, discoveries, information, Improvements, processes,
        formulas, data, inventions, know-how and trade secrets, patentable or
        otherwise, which

<PAGE>

                                                                    Page 8 of 46


        (a)  relate to Compound or Product; and

        (b)  are owned by URIACH or are in URIACH's possession or control and as
             to which URIACH has the right to license or sublicense to Third
             Parties.

        Such know-how shall include, without limitation, all chemical,
        pharmaceutical, toxicological, preclinical, clinical, assay control,
        regulatory, and any other information used or useful for the
        development, manufacturing and/or regulatory approval of Compound or
        Product, including any data included in or generated as a result of or
        under an IND.

1.37.   "URIACH Intellectual Property" shall mean the Patent Assets and URIACH
        Know-How.

1.38.   "URIACH Options" shall mean the Spain Option and the CA/SA Option.

ARTICLE II
LICENSE; SUBLICENSEES; URIACH OPTIONS

2.1.    License Grant. Subject to the URIACH Options, URIACH hereby grants to
        INTERNEURON an exclusive (even as to URIACH) license under the Patent
        Assets and the URIACH Know-How, including the right to grant
        sublicenses, to develop, make, have made, use, import, offer for sale,
        promote, market, commercialize, distribute and sell Product in the
        Territory, and insofar as necessary for the purposes of exercising such
        rights, to develop, make, have made, use, import, offer for sale,
        commercialize, distribute and sell Compound.

2.2.    Improvements by INTERNEURON. Title to any Improvement developed or
        discovered by INTERNEURON in connection with the license granted under
        Section 2.1 above shall be vested solely in INTERNEURON. URIACH shall
        have the right to exploit such Improvements as set forth in this
        Agreement.

2.3.    Sublicensees. Subject to the Spain Option set forth in Section 2.4
        below, INTERNEURON shall have the right to grant sublicenses to
        Sublicensees under any or all of the rights granted to INTERNEURON under
        Section 2.1 above. In the event of a sublicense by INTERNEURON to a
        Third Party, the provisions of Section 5.3.2 of this Agreement shall be
        applicable. Sublicenses may be granted by INTERNEURON subject, in the
        case of sublicenses to a Third Party, to URIACH's prior written consent,
        which consent shall not be unreasonably withheld and shall be given
        within ten (10) Business Days of INTERNEURON's providing URIACH with a
        written summary of the material terms of the sublicense. It is also
        agreed that URIACH's prior written consent shall be required if
        INTERNEURON intends to grant a sublicense including rights to market

<PAGE>

                                                                    Page 9 of 46

        Product in any country (including Spain or not) in favor of a Third
        Party having its domicile or its main business activities located in
        Spain.

2.4.    URIACH Options.

        (a)   Spain Option. INTERNEURON hereby grants URIACH an option (the
"Spain Option") to obtain from INTERNEURON a sublicense to co-market, together
with INTERNEURON or a Sublicensee, the Product in Spain, subject to the terms
and conditions specified below:

        (i)   INTERNEURON shall give written notice to URIACH (the "Spain Option
        Commencement Notice") upon the earlier to occur of (A) the achievement
        of the milestone set forth in Section 5.2 (a) of this Agreement or (B)
        at least sixty (60) days' prior to anticipated consummation by
        INTERNEURON of a sublicense with a Third Party under Section 2.3 of this
        Agreement if such sublicense includes rights to market Product in Spain.

        (ii)  URIACH shall have the right to exercise its Spain Option by
        delivery to INTERNEURON of a written notice of exercise ("URIACH Spain
        Notice") within thirty (30) days after the date on which URIACH has
        received the Spain Option Commencement Notice.

        (iii) In the event that INTERNEURON has not received the URIACH Spain
        Notice within thirty (30) days after the date of receipt of the Spain
        Option Commencement Notice by URIACH, then INTERNEURON shall send URIACH
        a written notice indicating that the Spain Option shall expire unless
        URIACH delivers to INTERNEURON the URIACH Spain Notice within a period
        of fifteen (15) days from the date of this second notice by INTERNEURON.

        (iv)  If URIACH exercises the Spain Option:

              (A) INTERNEURON (or INTERNEURON's Sublicensee) and URIACH shall
              negotiate in good faith to enter into a Co-marketing and Supply
              Agreement, which agreement shall (1) set forth the rights,
              responsibilities, and obligations of each party to such agreement
              with respect to the co-marketing by URIACH of Product in Spain
              including, but not limited to provisions addressing regulatory
              approvals, adverse events, purchase of product, forecasts and
              orders, supply price, specifications, sales and promotion
              activities and trademark issues, and such other commercially
              reasonable terms consistent with similar types of co-marketing
              arrangements as may be negotiated in good faith by the Parties it
              being understood that such provisions shall no less favorable to
              URIACH than the terms of any other agreement between INTERNEURON
              and any INTERNEURON Affiliate or

<PAGE>
                                                                   Page 10 of 46


              Third Party relating to co-marketing of Product in Spain; (2)
              provide for URIACH to pay INTERNEURON a royalty equal to [*] of
              URIACH's Net Sales in Spain (with Net Sales to be defined
              identically to Net Sales in this Agreement) and (3) subject to the
              provisions of Section 3.7. of this Agreement, provide that if
              INTERNEURON supplies URIACH with Product, such supply shall be
              made at a price equal to INTERNEURON's cost plus [*], in
              accordance with the terms of such agreement and containing such
              other commercially reasonable terms applicable to similar types of
              supply arrangements as may be negotiated in good faith by the
              Parties; and

              (B) the provisions of Section 5.2.(d) shall apply and the
              milestone payment referred to in such Section shall be thus
              reduced by [*].

        (v)   In the event INTERNEURON proposes to sublicense rights to market
        Product in Spain, which sublicense does not include rights to market
        Product in any other country, then the Spain Option shall be deemed an
        option by URIACH to sublicense rights to market Product (rather than
        co-market Product) from INTERNEURON in Spain on an exclusive basis,
        exercisable on the same terms and conditions set forth in (i) through
        (iv) above. In this event, INTERNEURON'S sublicense to URIACH shall
        include the right to use any of the trademarks owned by INTERNEURON, as
        mentioned in Section 3.6. below, for the purposes of marketing the
        Product in Spain.

        (b)   CA/SA Option. INTERNEURON hereby agrees to grant URIACH an option
(the "CA/SA Option") to obtain from INTERNEURON an exclusive sublicense to
market the Product in the Central and South American Countries, on and subject
to the terms and conditions specified below:

        (i)   INTERNEURON shall grant URIACH the CA/SA Option on the first
        anniversary of Regulatory Approval in the United States (the "CA/SA
        Option Commencement Date"), unless prior to or on such CA/SA Option
        Commencement Date INTERNEURON has granted to a Third Party or Third
        Parties license(s) or sublicense(s) to market Product that specifically
        include rights to market Product in the Central and South American
        Countries. If INTERNEURON so decides, INTERNEURON may grant URIACH the
        CA/SA Option prior to the CA/SA Option Commencement Date.

        (ii)  The CA/SA Option shall be granted through written notice to URIACH
        (the "CA/SA Option Commencement Notice").

        (iii) URIACH shall have the right to exercise its CA/SA Option by
        delivery to INTERNEURON of a written notice of exercise ("URIACH CA/SA
        Notice") within thirty (30) days after the date on which URIACH has
        received the CA/SA Option Commencement Notice.

*Confidential Treatment Requested

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                                                                   Page 11 of 46


        (iv)  In the event that INTERNEURON has not received the URIACH CA/SA
        Notice within thirty (30) days after the date of receipt of the CA/SA
        Option Commencement Notice by URIACH, then INTERNEURON shall send URIACH
        a written notice indicating that the CA/SA Option shall expire unless
        URIACH delivers to INTERNEURON the URIACH CA/SA Notice within a period
        of fifteen (15) days from the date of this second notice by INTERNEURON.

        (v)   If URIACH exercises the CA/SA Option, INTERNEURON and URIACH shall
        negotiate in good faith to enter into a Sublicense and Supply Agreement,
        which agreement shall be along the lines set forth in subparagraph (A)
        of paragraph (iv) of Section 2.4.(a) above, except that such agreement
        shall contain such other commercially reasonable terms consistent with
        similar types of sublicense and supply arrangements as may be negotiated
        in good faith by the Parties. Such agreement shall also include a
        sublicense by INTERNEURON to URIACH of the right to use any of the
        trademarks owned by INTERNEURON, as mentioned in Section 3.6. below, for
        the purposes of marketing the Product in Central and South American
        Countries.

        (vi)  In the event that INTERNEURON sublicenses rights to market Product
        in Central and South American Countries to a Third Party prior to the
        CA/SA Option Commencement Date, its agreement to grant URIACH the CA/SA
        Option shall terminate.

        (c)   It is understood and agreed that URIACH may exercise the Spain
Option and/or the CA/SA Option through any of its Affiliates. It is also agreed
that URIACH may sublicense or assign any rights acquired through the exercise of
the URIACH Options to any of its Affiliates for the purposes of marketing the
Product in Spain or to any Affiliates or Third Parties which URIACH may wish to
designate for the purposes of marketing the Product in any or all of the Central
and South American Countries.

ARTICLE III
DEVELOPMENT AND COMMERCIALIZATION

3.1.    Exchange of Information. Within ten (10) days after execution of this
        Agreement, URIACH shall disclose to INTERNEURON in writing (to the
        extent possible, in English) all URIACH Intellectual Property not
        previously available or made available to INTERNEURON in electronic
        format, where available, and hard copies. Throughout the term of this
        Agreement, and in addition to the other communications required under
        this Agreement, URIACH shall also promptly disclose to INTERNEURON in
        writing (to the extent possible, in English), on an ongoing basis all
        URIACH Intellectual Property, and any and all additions or revisions
        thereto. INTERNEURON shall promptly disclose to URIACH (in English) any
        INTERNEURON Know-How which may be necessary or

<PAGE>

                                                                   Page 12 of 46


        useful in connection with the exercise of URIACH's rights under this
        Agreement, including but not limited to the exercise of the URIACH
        Options, and those rights which may derive from the exercise of such
        URIACH Options. The rights granted by this Section 3.1 shall have no
        effect on the rights of ownership of any patent rights or inventions
        which shall be governed by applicable patent laws and applicable
        provisions of this Agreement, including Article VII hereof.

3.2.    Development Program. INTERNEURON shall be responsible for conducting and
        funding the Development Program. URIACH is entering into this Agreement
        under the assumption that INTERNEURON shall use commercially reasonable
        efforts to develop the Product in accordance with the Development
        Program. However, URIACH also understands that, taking into account
        issues of safety and efficacy, product profile, the competitiveness of
        the marketplace, the proprietary position of the Compound or Product,
        the regulatory and reimbursement structure involved, the profitability
        of the applicable products, and other relevant factors, INTERNEURON may
        decide to abandon the development of the Product. If INTERNEURON decides
        to do so, INTERNEURON shall give written notice to URIACH under Section
        8.2 of this Agreement and if this Agreement then terminates, the
        provisions of Section 8.4 shall apply.

3.3.    Reporting and Meetings.

        (i)  INTERNEURON shall provide URIACH with a written report on a
        semi-annual basis summarizing the status of INTERNEURON's clinical
        development and regulatory activities with respect to Compound and
        Product, with the delivery to URIACH of the summary of the annual report
        to an IND submitted by INTERNEURON to the FDA in connection with a
        clinical trial of Product to be in satisfaction of the foregoing
        requirement for one of such reports each year. URIACH shall designate an
        appropriate representative of URIACH to receive such clinical
        development and regulatory communications and to coordinate further
        correspondence between the Parties, which representative shall have the
        right to attend meetings between INTERNEURON and the FDA or other
        agencies responsible for the grant of any Regulatory Approval relating
        to development of Product. URIACH's initial designee shall be notified
        to INTERNEURON in writing.

        (ii) In addition, prior to receiving the first Regulatory Approval, the
        URIACH representative shall have the right to attend an annual
        Development Program meeting at INTERNEURON, at which time the Parties
        shall discuss the progress and results of the Development Program and
        URIACH may provide input to INTERNEURON on the Development Program.
        However, subject to the terms and conditions of this Agreement,
        INTERNEURON shall retain full control and ultimately shall have the
        right to make all decisions related to the Development Program. Such
        meetings may not necessarily be

<PAGE>
                                                                   Page 13 of 46


         face-to-face meetings, but upon the agreement of both parties, can be
         via other methods of communication, such as teleconferences and/or
         videoconferences.

         (iii)  Any disclosures of such progress and results in any of the
         foregoing reports or meetings shall be deemed Proprietary Information
         of INTERNEURON.

         (iv)   INTERNEURON shall promptly notify URIACH upon the receipt of
         Regulatory Approvals and of the date of First Commercial Sale.

3.4.     Regulatory Matters.

         (a)    Subject to the provisions of Section 2.4, to the extent
         applicable, INTERNEURON or any of its Sublicensees shall own, control
         and retain primary legal responsibility for the preparation, filing and
         prosecution of all filings and regulatory applications required to
         obtain Regulatory Approvals. To the extent required in Spain if URIACH
         exercises the Spain Option to obtain co-marketing rights and in the
         Central and South American Countries if URIACH exercises the CA/SA
         Option, URIACH or any of its Sublicensees shall own, control and retain
         primary legal responsibility for the preparation, filing and
         prosecution of all additional filings and regulatory applications
         required to obtain Regulatory Approval for URIACH to market Product in
         such countries. In connection with the exercise by URIACH of the URIACH
         Options, INTERNEURON shall allow (and shall cause its Sublicensees, as
         the case may be, to allow) URIACH to cross reference or have access to
         any Regulatory Approval owned or controlled by INTERNEURON or its
         Sublicensees or to which INTERNEURON or its Sublicensees has access and
         the legal right to disclose, to the extent required to enable URIACH to
         obtain Regulatory Approvals in accordance with the preceding sentence.
         Furthermore, upon URIACH's request, INTERNEURON shall consult and
         cooperate with URIACH in connection with obtaining Regulatory Approval
         of Product.

         (b)    URIACH shall transfer to INTERNEURON as soon as practicable
         after the Effective Date any IND or other regulatory filings relating
         to Compound or Product owned or controlled by URIACH, and URIACH shall
         allow INTERNEURON to cross reference any other IND, Drug Master File or
         other regulatory filing relating to Compound or Product. Upon
         INTERNEURON's request, URIACH shall consult and cooperate with
         INTERNEURON in connection with obtaining Regulatory Approval of
         Product.

3.5.     Commercialization. URIACH is entering into this Agreement under the
         assumption that INTERNEURON shall use commercially reasonable efforts
         to market the Product in the Territory in accordance with its business,
         legal, medical and scientific judgment. INTERNEURON agrees to secure
         that commercial sales of the Product in the United States, Europe and
         Japan begin not later than [*] after Regulatory Approval has been

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                                                                   Page 14 of 46


         obtained in such countries. If this obligation is not met, URIACH may
         terminate this Agreement with respect to the country in which the
         obligation was not met by notice to INTERNEURON in accordance with the
         terms of this Agreement and the provisions contained in Section 8.4.
         shall apply regarding said country.

3.6      Trademark. Subject to the provisions of Section 2.4 of this Agreement,
         INTERNEURON shall have the right to select, own and maintain trademarks
         for Product in the Territory. During the term of this Agreement and
         subject to any regulatory or other legal restrictions, a legend such as
         "the Compound is an original molecule of URIACH, Spain", or some other
         similar one shall be used by INTENEURON and its Sublicensees (i) in
         packaging materials for Product and (ii) to the further extent
         consistent with industry practice, in other marketing materials
         (leaflets, advertisements and sales promotion literature) for the
         Product, in all cases as may be mutually acceptable to URIACH and
         INTERNEURON or its Sublicensee. A sample of each unit of Product shall
         be provided by INTERNEURON or its Sublicensees to URIACH upon request.

3.7      URIACH Manufacturing.

                  (a)  URIACH hereby agrees to manufacture and supply Product
                  containing up to [*] of UR 12746 (S) for preclinical and
                  clinical purposes, at URIACH's cost, in compliance with cGMP
                  and all other applicable laws and regulations, through the end
                  of Phase 2 clinical trials. Such manufacture and supply shall
                  be in accordance with the terms of this Agreement, including
                  the requirements set forth on Appendix 3.7 and such other
                  terms to be mutually agreed upon between the Parties. Appendix
                  3.7 shall be updated by mutual agreement of both Parties on a
                  semi-annual basis. The Parties understand and agree that
                  Appendix 3.7 is an estimate of INTERNEURON's requirements
                  based on certain assumptions as of the date of this Agreement
                  and the actual requirements of Compound and Product may vary.
                  URIACH agrees to use its commercially reasonable efforts to
                  meet INTERNEURON's requirements for Compound or Product in
                  excess of the amounts set forth on Appendix 3.7.

                  (b)  (i)   Prior to the end of the Phase 2 clinical trials,
                  INTERNEURON shall request that URIACH advise INTERNEURON in
                  writing whether URIACH is willing to be considered as a
                  manufacturer and supplier of Compound and/or Product for
                  additional clinical trials beyond the Phase 2 clinical trials
                  and of Compound and/or Product for commercial use by
                  INTERNEURON in accordance with INTERNEURON's and regulatory
                  requirements (the "Primary Commercial Supplier") and providing
                  a summary of the proposed terms of such supply.

                       (ii)  In the event that URIACH elects to be considered as
                  the Primary Commercial Supplier, then (A) if INTERNEURON does
                  not sublicense

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                manufacturing rights to a Sublicensee, INTERNEURON and URIACH
                shall negotiate in good faith to enter into a supply agreement
                between the Parties containing commercially reasonable terms
                applicable to similar types of supply arrangements, including
                the right of URIACH to be the Primary Commercial Supplier for a
                term of five years, subject to provision for a second source
                supplier under certain conditions; and (B) if INTERNEURON does
                sublicense manufacturing rights to a Sublicensee, such
                sublicense shall provide for URIACH to have a right of first
                refusal to be the Primary Commercial Supplier to the Sublicensee
                in the event such Sublicensee proposes to contract out such
                manufacturing to any entity not affiliated with the Sublicensee,
                on the same terms and conditions of the proposal between the
                Sublicensee and such non-affiliated entity.

                   (iii) With the exception of Compound or Product supplied in
                accordance with Section 3.7(a) above URIACH shall not be
                obligated to supply any additional Compound or Product to
                INTERNEURON except under the terms and conditions of a supply
                agreement which is entered into in connection with this Section
                3.7 (b).

         (c)    It is understood and agreed that, provided there is no
         regulatory obstacle, URIACH may entrust any of its Affiliates or any
         Third Party designated by URIACH and consented to by INTERNEURON or its
         Sublicensee, with such consent not to be unreasonably withheld and to
         be applicable only to Third Parties, with any or all of the tasks
         contemplated in this Section 3.7., it being understood that such
         Affiliates or Third Parties shall at all times be bound by the relevant
         provisions of this Agreement and its Appendices and any supply
         agreement entered into in accordance with this Section 3.7.

3.8      Adverse Events. Each Party shall promptly (within 48 hours if the event
         is serious, as defined by regulatory agencies, and otherwise within 30
         days) furnish to the other Party all information concerning safety or
         utility of Compound or Product, such as adverse or unexpected side
         effects, injury or other events associated with uses, studies,
         investigations or tests of Compound or Product, in conformity with any
         applicable laws, regulations or guidelines and whether or not such
         Party is required to report such information to any regulatory
         authority and whether or not such event is determined to be
         attributable to Compound or Product, provided, however, that unless and
         until URIACH has exercised either the Spain Option or the CA/SA Option
         INTERNEURON may satisfy its obligations to URIACH under this Section
         3.8 by delivering to URIACH a copy of the adverse event reports
         submitted to the FDA.

ARTICLE IV
CONFIDENTIALITY AND PUBLICITY

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                                                                   Page 16 of 46


4.1.     Non-Disclosure and Non-Use Obligations. All Proprietary Information
         disclosed by one Party to the other Party hereunder shall be maintained
         in confidence and shall not be disclosed to any Third Party or used for
         any purpose except as expressly permitted herein without the prior
         written consent of the Party that disclosed the Proprietary Information
         to the other Party during the term of this Agreement and thereafter for
         a period of seven years. The foregoing non-disclosure and non-use
         obligations shall not apply to the extent that such Proprietary
         Information:

         (a)    is known by the receiving Party at the time of its receipt, and
                not through a prior disclosure by the disclosing Party, as
                documented by business records;

         (b)    is or becomes properly in the public domain or knowledge;

         (c)    is subsequently disclosed to a receiving Party by a Third Party
                who may lawfully do so and is not under an obligation of
                confidentiality to the disclosing Party; or

         (d)    is developed by the receiving Party independently of Proprietary
                Information received from the other Party, as documented by
                research and development records.

4.2.     Permitted Disclosure of Proprietary Information. Notwithstanding
         Section 4.1, a Party receiving Proprietary Information of another Party
         may disclose such Proprietary Information:

         (a)    to governmental or other regulatory agencies in order to obtain
                patents pursuant to this Agreement, or to gain approval to
                conduct clinical trials or to market Product, but such
                disclosure may be only to the extent reasonably necessary to
                obtain such patents or authorizations;

         (b)    by each of INTERNEURON or URIACH to its respective agents,
                consultants, Affiliates, INTERNEURON's sublicensees and/or other
                Third Parties for the research and development, manufacturing
                and/or marketing of the Compound and/or Product (or for such
                parties to determine their interests in performing such
                activities) on the condition that such Third Parties agree to be
                bound by the confidentiality obligations consistent with this
                Agreement; or

         (c)    if required to be disclosed by law or court order, provided that
                notice is promptly delivered to the non-disclosing Party in
                order to provide an opportunity to challenge or limit the
                disclosure obligations; provided, however, without limiting any
                of the foregoing, it is understood that INTERNEURON or its
                Affiliates may make disclosure of this Agreement and the terms
                hereof in any filings required by the Securities and Exchange
                Commission ("SEC"), may file this Agreement as an

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                                                                   Page 17 of 46


                exhibit to any filing with the SEC and may distribute any such
                filing in the ordinary course of its business.

         (d)    Upon execution of this Agreement, INTERNEURON may issue a press
                release in the form to be attached as Appendix 4.2. URIACH shall
                prepare a press release for local Spanish media, consistent with
                the terms of this Agreement, which shall be sent to INTERNEURON
                for comments prior to its release by URIACH.

4.3.     Publication. In the event any Party, or consultant to any Party wishes
         to make a scientific publication relating to Compound or Product which
         contains potentially patentable information, it shall deliver to the
         other Party a copy of the proposed publication or an outline of the
         oral disclosure at least fifteen (15) Business Days prior to submission
         or presentation, such that any issue of patent protection can be
         resolved in accordance with the terms of this Agreement. Any
         submissions of proposed publications shall be in the English language.

ARTICLE V
PAYMENTS, ROYALTIES AND REPORTS

5.1.     License Fee. In consideration of the rights granted by URIACH
         hereunder, INTERNEURON shall pay URIACH [*], payable within ten (10)
         days after the Effective Date.

5.2.     Milestone Payments. Subject to the terms and conditions contained in
         this Agreement, and in further consideration of the rights granted by
         URIACH hereunder, INTERNEURON shall pay URIACH the following milestone
         payments, contingent upon occurrence of the specified event, with each
         milestone payment to be made no more than once with respect to the
         achievement of such milestone (but payable the first time such
         milestone is achieved) for Compound or Product by INTERNEURON, any of
         its Affiliates or any Sublicensee, as applicable:

         (a)    [*] upon the commencement (enrollment of the first patient) of a
                Phase 3 Clinical Trial;

         (b)    [*] upon the filing of an NDA with the FDA;

         (c)    [*] upon receipt of written Regulatory Approval by the FDA;

         (d)    [*] upon receipt of written Regulatory Approval in Europe,
                provided that (i) such amount shall be [*] if the Spain Option
                is exercised and (ii) in the event the approval is granted in
                less than all of the countries listed in the definition of
                "Europe", INTERNEURON shall pay an amount equal to [*]
                multiplied by the

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                                                                   Page 18 of 46


                  number of countries in Europe in which such approval is
                  granted (excluding Spain if the Spain Option is exercised);

         (e)      [*] upon receipt of written Regulatory Approval by the
                  Ministry of Health and Welfare (or any successor agency having
                  substantially the same functions) in Japan; and

         (f)      [*] upon the achievement of cumulative Net Sales of [*],
                  cumulative meaning the aggregate of Net Sales made by
                  INTERNEURON and any of its Sublicensees (URIACH included in
                  the event that URIACH exercises any of the URIACH Options).

         INTERNEURON shall notify URIACH in writing within thirty (30) days
         after the achievement of each milestone (ninety (90) days for milestone
         (f)), and such notice shall be accompanied by payment of the
         appropriate milestone payment. Milestone payments made under Section
         5.2 (c), (d) and/or (e) shall be creditable against payments required
         under Section 5.3.1 or 5.3.2 of this Agreement.

5.3.     Royalties and Other Payments.

         5.3.1.   Royalties Payable By INTERNEURON.

                  (i)     Subject to the terms and conditions of this Agreement,
                          and in further consideration of the rights granted by
                          URIACH hereunder, INTERNEURON shall pay to URIACH
                          royalties in an amount equal to [*] of Net Sales in
                          each Royalty Year by INTERNEURON or its Affiliates in
                          the United States of America during the period
                          mentioned in subparagraph (iii) below.

                  (ii)    Subject to the terms and conditions of this Agreement,
                          and in further consideration of the rights granted by
                          URIACH hereunder, INTERNEURON shall pay to URIACH
                          royalties equal to [*] of Net Sales in each Royalty
                          Year by INTERNEURON or its Affiliates in each country
                          in the Territory other than the United States of
                          America during the period mentioned in subparagraph
                          (iii) below.

                  (iii)   Royalties on Net Sales at the rates set forth in (i)
                          and (ii) above shall accrue as of the date of First
                          Commercial Sale of Product in the applicable country
                          and shall continue and accrue on Net Sales on a
                          country-by-country basis until the later of (a) the
                          expiration of the last to expire patent included in
                          the Patent Assets in such country or (b) ten (10)
                          years from the

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                                                                   Page 19 of 46

               date of First Commercial Sale in such country. Thereafter,
               INTERNEURON shall be relieved of any royalty payment under this
               Section 5.3.

       (iv)    Notwithstanding the provisions of Subsections (i),(ii) and (iii)
               above, no royalties shall be payable in respect of Net Sales of
               any given Product in any given country of the Territory as of and
               after the date on which a Generic Drug of such Product is sold in
               the applicable country in the Territory.

       (v)     The payment of royalties set forth above shall be subject to the
               following conditions:

               (A)  only one payment shall be due with respect to the same unit
                    of Product;

               (B)  no royalties shall accrue on the disposition of Product by
                    INTERNEURON, Affiliates or sublicensees as samples
                    (promotion or otherwise) or as donations (for example, to
                    non-profit institutions or government agencies) or to
                    clinical trials; and

               (C)  URIACH shall be responsible for payment of any royalties or
                    other obligations owed by URIACH to any Third Party.

5.3.2. Payments in the Event of Sublicense.

       (i)     In the event INTERNEURON enters into a sublicense with a Third
               Party or Third Parties under Section 2.3 of this Agreement, then
               in lieu of INTERNEURON paying URIACH the royalty payments set
               forth in Section 5.3.1 above, INTERNEURON shall pay URIACH [*] of
               royalty payments received by INTERNEURON ("INTERNEURON
               Royalties") which shall at all times be based on net sales of
               Product by Sublicensee(s) (such net sales to be defined in any
               sublicense agreement in terms materially consistent with the
               definition of Net Sales contained in this Agreement). If
               INTERNEURON enters into a sublicense with a Third Party under
               Section 2.3 of this Agreement for the United States prior to
               completion of the Phase 2 Clinical Trial, INTERNEURON shall pay
               URIACH [*] of INTERNEURON Royalties received from such
               Sublicensee. Payments shall be required under this Section
               5.3.2(i) for so long as INTERNEURON is receiving INTERNEURON
               Royalties.

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          (ii)  INTERNEURON shall exercise commercially reasonable efforts to
                collect INTERNEURON Royalties, shall not waive any right to
                receive such INTERNEURON Royalties, and shall not assign such
                right or otherwise dispose of it without first having obtained
                URIACH's written consent, except in accordance with the terms of
                or as contemplated by this Agreement.

          (iii) INTERNEURON shall also pay URIACH [*] of Sales Based Milestone
                Payments (as defined in the next sentence). Sales Based
                Milestone Payments shall mean those payments received by
                INTERNEURON from a Sublicensee that are contingent upon the
                Sublicensee's achievement of specifed levels of net sales of
                Product; provided, however, that any amounts payable to URIACH
                under this Section 5.3.2 (iii) shall be reduced by the [*]
                milestone payment payable by INTERNEURON to URIACH under Section
                5.2 (f). Payment under this Section 5.3.2 (iii) shall be made by
                INTERNEURON not later than thirty (30) days after having
                received the Sales Based Milestone Payment from its Sublicensee.

5.3.3.  Compulsory Licenses. If a compulsory license is granted to a Third Party
        with respect to Product in any country in the Territory with a royalty
        rate lower than the royalty rate provided by Section 5.3.1, then the
        royalty rate to be paid by INTERNEURON on Net Sales in that country
        under Section 5.3.1 shall be reduced to the rate paid by the compulsory
        Third Party licensee.

5.3.4.  Third Party Licenses. If INTERNEURON is prevented from developing,
        making, having made, using, selling or importing any Compound included
        in the Patent Assets in any country of the Territory on the grounds that
        by doing so INTERNEURON or any Sublicensee would infringe patent rights
        held by a Third Party in said country, and if INTERNEURON wishes to
        obtain a license from such Third Party, then [*] of any royalties paid
        under such Third Party patent licenses by INTERNEURON in such country
        for such Calendar Quarter shall be creditable against the royalty
        payable to URIACH by INTERNEURON in consideration for Net Sales of said
        Product in such country; provided, however that this provision shall not
        apply if (i) the Third Party License is to be otained in any country
        which is not listed under the heading "Country" in Schedule 1.24 and/or
        (ii) the priority date of the patent rights which are claimed to be
        infringed is any date after the Effective Date.

5.4.    Reports, Payment of Royalty. During the term of the Agreement for so
        long as royalty payments are due, INTERNEURON shall furnish to URIACH a
        quarterly written report for the Calendar Quarter showing the sales of
        all Products subject to royalty payments sold by INTERNEURON and its
        Sublicensees during the reporting period and the royalties payable under
        this Agreement. Reports shall be due on the seventy-fifth (75/th/)

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                                                                   Page 21 of 46

       day following the close of each Calendar Quarter. Royalties shown to have
       accrued by each royalty report, if any, shall be due and payable on the
       date such royalty report is due. INTERNEURON shall keep complete and
       accurate records in sufficient detail to enable the royalties hereunder
       to be determined.

5.5.   Audits. Upon the written request of URIACH and not more than once in each
       Calendar Year, INTERNEURON shall permit an independent certified public
       accounting firm selected by URIACH and reasonably acceptable to
       INTERNEURON to have access during normal business hours, upon ten-days
       notice to INTERNEURON, to such of the records of INTERNEURON as may be
       reasonably necessary to verify the accuracy of the royalty reports
       hereunder for any Royalty Year ending not more than thirty-six (36)
       months prior to the date of such request. The accounting firm shall
       disclose to URIACH only whether the royalty reports are correct or
       incorrect and the specific details concerning any discrepancies.

       5.5.1.  If such accounting firm concludes that additional royalties were
               owed during such period, INTERNEURON shall pay the additional
               royalties within sixty (60) days of the date URIACH delivers to
               INTERNEURON such accounting firm's written report so concluding;
               provided however, that, in the event that INTERNEURON shall not
               be in agreement with the conclusion of such report (a)
               INTERNEURON shall not be required to pay such additional
               royalties and (b) such matter shall be resolved pursuant to the
               provisions of Section 10.5 herein. In the event such accounting
               firm concludes that amounts were overpaid by INTERNEURON during
               such period, INTERNEURON shall have a credit against future
               royalties payable to URIACH in the amount of such overpayment.
               The fees charged by such accounting firm shall be paid by URIACH;
               provided, however, that if an error in favor of URIACH of more
               than the greater of (i) [*] or (ii) [*] of the royalties due
               hereunder for the period being reviewed is discovered, then the
               fees and expenses of the accounting firm shall be paid by
               INTERNEURON.

       5.5.2.  Upon the expiration of thirty-six (36) months following the end
               of any Royalty Year the calculation of royalties payable with
               respect to such year shall be binding and conclusive upon the
               Parties , and each Party shall thereafter be released from any
               liability or accountability to the other Party with respect to
               royalties for such year.

       5.5.3.  URIACH and INTERNEURON shall treat all financial information
               subject to review under this Section 5.5. or under any sublicense
               agreement in accordance with the confidentiality provisions of
               this Agreement.

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5.6.   Payment Exchange Rate. All payments to URIACH under this Agreement shall
       be made in United States dollars. In the case of sales outside the United
       States, the rate of exchange to be used to convert the amount of currency
       into United States dollars shall be the one published in the Wall Street
       Journal, Eastern edition, on the last day of the Calendar Quarter where
       such sales shall be reported as set forth in Section 5.4. above, and
       royalties shall be paid in United States dollars in accordance with such
       converted amount.

5.7.   Tax Withholding. If laws, rules or regulations require withholding of
       income taxes or other taxes imposed upon payments set forth in this
       Article V, URIACH shall provide INTERNEURON, prior to any such payment,
       annually or more frequently if required, with all forms or documentation
       required by any applicable taxation laws, treaties or agreements to such
       withholding or as necessary to claim a benefit thereunder (including, but
       not limited to Form W-8BEN or any successor forms) and INTERNEURON shall
       make such withholding payments as required and subtract such withholding
       payments from the payments set forth in this Article V. INTERNEURON will
       use commercially reasonable efforts consistent with its usual business
       practices and cooperate with URIACH to ensure that any withholding taxes
       imposed are reduced as far as possible under the provisions of the
       current or any future taxation treaties or agreements between foreign
       countries.

5.8.   Exchange Controls. Notwithstanding any other provision of this Agreement,
       if at any time legal restrictions prevent the prompt remittance of part
       or all of the royalties with respect to Net Sales in any country, payment
       shall be made through such lawful means or methods as INTERNEURON may
       determine. When in any country the law or regulations prohibit both the
       transmittal and deposit of royalties on sales in such a country, royalty
       payments shall be suspended for as long as such prohibition is in effect
       (and such suspended payments shall not accrue interest), and promptly
       after such prohibition ceases to be in effect, all royalties that
       INTERNEURON or its Affiliates or sublicensees would have been obligated
       to transmit or deposit, but for the prohibition, shall be deposited or
       transmitted, as the case may be, to the extent allowable (with any
       interest earned on such suspended royalties which were placed in an
       interest-bearing bank account in that country, less any transactional
       costs). If the royalty rate specified in this Agreement should exceed the
       permissible rate established in any country, the royalty rate for sales
       in such country shall be adjusted to the highest legally permissible or
       government-approved rate.

ARTICLE VI
REPRESENTATIONS AND WARRANTIES

6.1.   URIACH. Representations and Warranties. URIACH represents and warrants to
       INTERNEURON that as of the Effective Date:

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                                                                   Page 23 of 46

     (a)  URIACH is unaware of any reason that the presumption of validity would
          not apply to the issued patents included in the Patent Assets or that
          a court of competent jurisdiction would, upon investigation, find such
          patents invalid or unenforceable. It is however agreed that URIACH
          does not warrant that the patents included in the Patent Assets will
          be granted or upheld if its validity or enforceability is contested.
          Except as set forth in this Agreement, this Agreement shall not be
          affected by the status of the Patent Assets, and the failure to obtain
          any patent or the fact that any Patent Assets may be declared invalid
          or unenforceable shall not provide a basis for termination of this
          Agreement under Section 8.3 of this Agreement nor shall it entitle any
          party to demand a revision or to renegotiate the terms of this
          Agreement;

     (b)  this Agreement has been duly executed and delivered by URIACH and
          constitutes legal, valid, and binding obligations enforceable against
          URIACH in accordance with its terms;

     (c)  no approval, authorization, consent, or other order or action of or
          filing with any court, administrative agency or other governmental
          authority is required for the execution and delivery by URIACH of this
          Agreement or the consummation by URIACH of the transactions
          contemplated hereby;

     (d)  URIACH has the full corporate power and authority to enter into and
          deliver this Agreement, to perform and to grant the licenses granted
          under Article II hereof and to consummate the transactions
          contemplated hereby; all corporate acts and other proceedings required
          to be taken to authorize such execution, delivery, and consummation
          have been duly and properly taken and obtained;

     (e)  URIACH has not previously assigned, transferred, conveyed or otherwise
          encumbered its right, title and interest in the Patent Assets or
          URIACH Know-How or entered into any agreement with any Third Party
          which is in conflict with the rights granted to INTERNEURON pursuant
          to this Agreement;

     (f)  it is the sole and exclusive owner under the Patent Assets and URIACH
          Know-How, all of which are free and clear of any liens, charges and
          encumbrances, and no other person, corporate or other private entity,
          or governmental or university entity or subdivision thereof has any
          claim of ownership with respect to the Patent Assets or URIACH
          Know-how, whatsoever;

     (g)  To the best of URIACH's knowledge, the development, manufacture, use
          and sale of Compound and Products do not infringe any patent rights
          owned or possessed by any Third Party;




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                                                                   Page 24 of 46

     (h)  Schedule 1.24 is a complete and accurate list of all patents and
          patent applications in the Territory relating to Compound or Product
          owned by URIACH or to which URIACH has the right to license;

     (i)  there are no claims, judgments or settlements against or owed by
          URIACH or pending or, to the best of its knowledge, threatened claims
          or litigation relating to the Patent Assets;

     (j)  URIACH has disclosed to INTERNEURON all relevant information known by
          it regarding the Patent Assets and URIACH Know-How reasonably related
          to the activities contemplated under this Agreement;

     (k)  URIACH is not aware of any contract research organization,
          corporation, business entity or individual which have been involved in
          any studies conducted for the purpose of obtaining regulatory
          approvals having been debarred individuals or entities within the
          meaning of 21 U.S.C. section 335(a) or (b);

     (l)  in connection with development of Compound and Product, URIACH has
          complied in all material respects with applicable Spanish laws and
          regulations;

     (m)  the Compound and/or Product manufactured by URIACH at the time of
          delivery ex-works shall conform to the Specifications and be
          manufactured, tested and stored in accordance with the Specifications
          and with cGMPs (or if intended for shipment outside the United States,
          any equivalent laws, rules or regulations), and other applicable laws
          and regulations;

     (n)  URIACH has manufacturing facilities and equipment necessary to
          manufacture Product pursuant to Specifications and otherwise perform
          URIACH's supply obligations hereunder, and the URIACH manufacturing
          facility, process and equipment validation to be used in the
          manufacture of Compound or Product comply with cGMPs and other
          applicable laws and regulations; and

     (o)  AT THE TIME OF DELIVERY EX-WORKS, THE PRODUCT SHALL NOT (I) BE
          ADULTERATED OR MISBRANDED WITHIN THE MEANING OF THE FEDERAL FOOD DRUG
          AND COSMETIC ACT OF 1934, AND THE RULES AND REGULATIONS PROMULGATED
          THEREUNDER, OR ANY SUCCESSOR ACT, AS THE SAME SHALL BE IN EFFECT FROM
          TIME TO TIME OR WITHIN THE MEANING OF ANY APPLICABLE LAW, RULES OR
          REGULATIONS, OR (II) BE PROHIBITED FROM BEING INTRODUCED INTO
          INTERSTATE COMMERCE.

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                                                                   Page 25 of 46

     (p)  EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 6.1., URIACH HEREBY
          DISCLAIMS ANY AND ALL WARRANTIES WITH RESPECT TO THE URIACH
          INTELLECTUAL PROPERTY, THE COMPOUND AND THE PRODUCT INCLUDING WITHOUT
          LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A
          PARTICULAR PURPOSE.

          Except as otherwise provided in this Agreement and, if URIACH
          exercises any of the URIACH Options, the agreements referred to in
          Section 2.4, INTERNEURON shall be responsible for all matters
          concerning development of the Products and the use, importation,
          commercialization, distribution and sale of Products in the Territory,
          including compliance with any and all relevant applicable laws, and
          any product liability claims.

6.2. INTERNEURON. Representations and Warranties. INTERNEURON represents and
     warrants to URIACH that as of the Effective Date:

     (a)  this Agreement has been duly executed and delivered by it and
          constitutes legal, valid, and binding obligations enforceable against
          it in accordance with its terms;

     (b)  it has full corporate power and authority to execute and deliver this
          Agreement and to consummate the transactions contemplated hereby. All
          corporate acts and other proceedings required to be taken to authorize
          such execution, delivery, and consummation have been duly and properly
          taken and obtained;

     (c)  no approval, authorization, consent, or other order or action of or
          filing with any court, administrative agency or other governmental
          authority is required for the execution and delivery by it of this
          Agreement or the consummation by it of the transactions contemplated
          hereby.

ARTICLE VII
PATENT MATTERS

7.1. Filing, Prosecution and Maintenance of Patent Applications or Patents.
     URIACH shall file and prosecute patent applications included in the Patent
     Assets in any country in which the patents included on Schedule 1.24 have
     been filed and are being prosecuted until such time as underlying patents
     included in the Patent Assets issue. After the issuance of patents included
     in the Patent Assets, INTERNEURON shall maintain the Patent Assets in
     URIACH's name and, upon INTERNEURON's request, URIACH shall reasonably
     cooperate in the maintenance of such patents. URIACH shall be responsible
     for the payment of all patent filing and prosecution costs incurred prior
     to the date of issuance of any patent and INTERNEURON shall be responsible
     for the payment of all

<PAGE>

                                                                   Page 26 of 46


         patent maintenance costs incurred after the date of issuance of the
         applicable patent except that, (i) in the event URIACH exercises its
         Spain Option, URIACH shall be responsible for and shall reimburse
         INTERNEURON for 50% of the patent maintenance costs in Spain incurred
         by INTERNEURON after the date URIACH exercises the Spain Option; and
         (ii) in the event URIACH exercises the CA/SA Option, URIACH shall be
         responsible for and shall reimburse INTERNEURON for all patent
         maintenance costs incurred by INTERNEURON in the Central and South
         American Countries after the date URIACH exercises the CA/SA Option. In
         any event, each Party shall be responsible for the payment of legal
         fees incurred by it associated with its respective activities under
         this Section 7.1. If URIACH elects not to file or prosecute a patent
         application included in the Patent Assets in any country in which the
         patents included on Schedule 1.24 have been filed and are being
         prosecuted, it shall provide INTERNEURON with written advance notice
         sufficient to avoid any loss or forfeiture, and INTERNEURON shall have
         the right, at its sole expense, to file or prosecute such patent
         application in INTERNEURON's name and URIACH shall assign to
         INTERNEURON all of URIACH's right, title and interest in and to such
         Patent Assets and shall reimburse INTERNEURON for all patent filing and
         prosecution costs incurred by INTERNEURON in connection with such
         patent application, it being understood that this shall not affect
         INTERNEURON's obligations to pay royalties as set forth in this
         Agreement. Upon INTERNEURON's request, URIACH shall reasonably
         cooperate in the filing and prosecution of such patent application. If
         INTERNEURON elects not to maintain a patent included in the Patent
         Assets, it shall provide URIACH with written advance notice sufficient
         to avoid any loss or forfeiture, and URIACH shall have the right, at
         its sole expense, to maintain such patent. Upon URIACH's request,
         INTERNEURON shall reasonably cooperate in the maintenance of such
         patent. If INTERNEURON's election refers to Patent [*] or its
         equivalent in any specific country, then INTERNEURON's rights under
         this Agreement shall terminate regarding such country, which shall be
         then excluded from the definition of "Territory", if URIACH so wishes.
         In this event, the provisions of Section 8.4.(b) shall apply with
         respect to such country.

7.2.     Patent Office Proceedings. Each Party shall inform the other Party of
         any request for, filing, or declaration of any proceeding before a
         patent office seeking to protest, oppose, cancel, reexamine, declare an
         interference proceeding, initiate a conflicts proceeding, or analogous
         process involving a patent application or patent included in the Patent
         Assets. Each Party thereafter shall cooperate fully with the other with
         respect to any such patent office proceeding. Each Party will provide
         the other with any information or assistance that is reasonable.

7.3.     Enforcement and Defense.

         (a)      Each Party shall promptly give the other Party notice of any
                  infringement in the Territory of any patent application or
                  patent included in the Patent Assets that

* Confidential Treatment Requested

<PAGE>
                                                                   Page 27 of 46


         comes to such Party's attention. The Parties will thereafter consult
         and cooperate fully to determine a course of action, including, without
         limitation, the commencement of legal action by any Party. However,
         INTERNEURON shall have the first right to initiate and prosecute such
         legal action at its own expense and in the name of URIACH and
         INTERNEURON, or to control the defense of any declaratory judgment
         action relating to Patent Assets. INTERNEURON shall promptly inform
         URIACH if INTERNEURON elects not to exercise such first right, and
         URIACH thereafter shall have the right either to initiate and prosecute
         such action or to control the defense of such declaratory judgment
         action in the name of URIACH and, if necessary, INTERNEURON. In no
         event shall URIACH be obligated to enforce or defend any of the Patent
         Assets.

(b)      If INTERNEURON elects not to initiate and prosecute an infringement or
         defend a declaratory judgment action in any country in the Territory as
         provided in Subsection 7.3(a), and URIACH elects to do so, the cost of
         any agreed-upon course of action, including the costs of any legal
         action commenced or any declaratory judgment action defended, shall be
         borne solely by URIACH.

(c)      For any such legal action or defense, in the event that any Party is
         unable to initiate, prosecute, or defend such action solely in its own
         name, the other Party will join such action voluntarily and will
         execute all documents necessary for the Party to prosecute, defend and
         maintain such action. In connection with any such action, the Parties
         will cooperate fully and will provide each other with any information
         or assistance that either reasonably may request.

(d)      Any recovery obtained by INTERNEURON or URIACH shall be shared as
         follows:

         (i)   the Party that initiated and prosecuted, or maintained the
               defense of, the action shall recoup all of its costs and expenses
               (including reasonable attorneys' fees) incurred in connection
               with the action, whether the recovery is by settlement or
               otherwise;

         (ii)  the other Party then shall, to the extent possible, recover its
               costs and expenses (including reasonable attorneys' fees)
               incurred in connection with the action;

         (iii) if URIACH initiated and prosecuted, or maintained the defense of,
               the action, the amount of any recovery remaining then shall be
               retained by URIACH; and

<PAGE>

                                                                   Page 28 of 46


                  (iv)    if INTERNEURON initiated and prosecuted, or maintained
                          the defense of, the action, the amount of any recovery
                          remaining shall be retained by INTERNEURON, except
                          that URIACH shall receive a portion equivalent to the
                          royalties or other payments it would have received if
                          such amount were deemed Net Sales.

         (e)      URIACH shall inform INTERNEURON of any certification regarding
                  any Patent Assets it has received pursuant to either 21 U.S.C.
                  355(b)(2)(A)(iv) or (j)(2)(A)(vii)(IV) or under Canada's
                  Patented Medicines (Notice of Compliance) Regulations Article
                  5 and shall provide INTERNEURON with a copy of such
                  certification within five (5) days of receipt. URIACH's and
                  INTERNEURON's rights with respect to the initiation and
                  prosecution, or defense, of any legal action as a result of
                  such certification or any recovery obtained as a result of
                  such legal action shall be allocated as defined in Subsections
                  7.3.(d) (i) through (iv); provided, however, that INTERNEURON
                  shall exercise the first right to initiate and prosecute, or
                  defend, any action and shall inform URIACH of such decision
                  within fifteen (15) days of receipt of the certification,
                  after which time, if INTERNEURON has not advised URIACH of its
                  intention to initiate and prosecute, or defend, such action,
                  URIACH shall have the right to initiate and prosecute, or
                  defend, such action.

7.4.     Infringement of Third Party's rights.

         (a)      URIACH is not aware of any reason why any Third Party could
                  claim that the performance of any of the operations
                  contemplated in this Agreement, including but not limited to
                  the development, manufacture, use and sale of Compound and
                  Product would infringe any patent rights owned or possessed by
                  any Third Party. The above notwithstanding URIACH does not
                  give any warranty in respect of such matters, and both Parties
                  agree that URIACH shall not be held liable in case that the
                  performance of any of the operations contemplated in this
                  Agreement is deemed to infringe any intellectual property
                  rights of any Third Parties and that if any Third Party files
                  any claim or takes any other action as a consequence of or
                  derived from the performance of any of the operations
                  contemplated in this Agreement, claiming that such operations
                  infringe such Third Party's patent rights, whether against
                  URIACH or against INTERNEURON, any of its Affiliates or
                  Sublicensees, then INTERNEURON shall bear all costs and
                  economic liabilities resulting from any such Third Party
                  action and shall indemnify and hold URIACH harmless.

         (b)      The Party receiving any claim in respect of which an
                  obligation to indemnify and hold harmless exists under this
                  clause shall promptly inform the other. The receiving Party
                  shall be entitled to appoint counsel to defend its own case,
                  but shall make sure that the other Party is given access to
                  all the documentation related to the case and

<PAGE>

                                                                   Page 29 of 46


              that such other Party is able to participate also in defending the
              case. Either Party, as the case may be, shall render to the other
              any reasonable assistance requested to it in connection with the
              defense of such action.

       (c)    INTERNEURON agrees that it shall use commercially reasonable
              efforts to contest any claim, interim decision, injunction, order,
              judgement, etc stating or ruling that its activities under this
              Agreement infringe Third Party patent rights. In the event that
              INTERNEURON wishes to waive its rights of appeal or settle any
              claim, INTERNEURON shall first consult with URIACH, shall allow
              URIACH to actively participate in any settlement negotiations but
              INTERNEURON shall not, without URIACH'S prior written consent,
              which consent shall not be unreasonably withheld or delayed,
              settle any such claim or proceeding

7.5.   Patent Term Extensions and Supplemental Protection Certificates. The
       Parties shall cooperate in obtaining patent term extensions or
       supplemental protection certificates or their equivalents in any country
       in the Territory where applicable and where desired by INTERNEURON. If
       elections with respect to obtaining such extension or supplemental
       protection certificates are to be made, INTERNEURON shall have the right
       to make the election, provided that it shall need URIACH'S prior written
       consent if it does not intend to seek such extension or supplemental
       certificates.

ARTICLE VIII
TERM AND TERMINATION

8.1.   Term and Expiration. This Agreement shall be effective as of the
       Effective Date and unless terminated earlier pursuant to Section 8.2 and
       8.3 below, the term of this Agreement shall continue in effect until
       expiration of all royalty obligations hereunder.

8.2.   Termination by Notice. Notwithstanding anything contained herein to the
       contrary, INTERNEURON shall have the right to terminate this Agreement at
       any time by giving thirty (30) days advance written notice to URIACH.
       Such notice shall explain the reasons for INTERNEURON's decision.
       INTERNEURON shall also give URIACH the opportunity to discuss the matter
       and shall refrain from taking any specific action until such discussions
       have taken place in good faith. If after having heard URIACH's point of
       view, INTERNEURON still wants to go ahead with termination, it shall send
       an additional notice to URIACH in writing, and in this event (i) the
       rights and obligations hereunder, excluding any payment obligation that
       has accrued as of the termination date and excluding rights and
       obligations relating to confidentiality, shall terminate immediately, and
       (ii) the provisions of Section 8.4 shall be applicable.

8.3.   Termination for Cause

<PAGE>

                                                                   Page 30 of 46


      (a)   Either Party may terminate this Agreement by notice to the other
            Party at any time during the term of this Agreement if the other
            Party is in breach of any material obligation hereunder by causes
            and reasons within its control, or has breached, in any material
            respect, any representations or warranties set forth in Article VI,
            and has not cured such breach within ninety (90) days after notice
            requesting cure of the breach, provided, however, that if the breach
            is not capable of being cured within ninety (90) days of such
            written notice, the Agreement may not be terminated so long as the
            breaching Party commences and is taking commercially reasonable
            actions to cure such breach as promptly as practicable.

      (b)   Either Party may terminate this Agreement by notice to the other
            Party at any time during the term of this Agreement upon the filing
            or institution of bankruptcy, liquidation or receivership
            proceedings, or upon an assignment of a substantial portion of the
            assets for the benefit of creditors by the other Party; provided,
                                                                    --------
            however, in the case of any involuntary bankruptcy, reorganization,
            -------
            liquidation, receivership or assignment proceeding such right to
            terminate shall only become effective if the Party consents to the
            involuntary proceeding or such proceeding is not dismissed within
            ninety (90) days after the filing thereof.

      (c)   URIACH may terminate this Agreement by by giving thirty (30) days
            advance written notice to INTERNEURON at any time during the term of
            this Agreement if INTERNEURON challenges the validity of any of the
            Patent Assets or opposes any grant or registration of any Patent
            Assets or in any other manner cooperates with any person or entity
            taking any action of this nature.

8.4.  Effect of Expiration or Termination.

      (a)   Expiration or termination of this Agreement shall not relieve the
            Parties of any obligation accruing prior to such expiration or
            termination. In addition to any other provisions of this Agreement
            which by their terms continue after the expiration of this
            Agreement, the provisions of Article IV shall survive the expiration
            or termination of this Agreement and shall continue in effect during
            the term set forth in Section 4.1. In addition, any other provision
            required to interpret and enforce the Parties' rights and
            obligations under this Agreement shall also survive, but only to the
            extent required for the full observation and performance of this
            Agreement. Any expiration or early termination of this Agreement
            shall be without prejudice to the rights of any Party against the
            other accrued or accruing under this Agreement prior to termination,
            including but not limited to URIACH's right to the milestone payment
            set forth in Section 5.2.(f) if such milestone is achieved after the
            expiration of the term of this Agreement. Except as expressly set
            forth herein, the rights to terminate as set forth herein shall be
            in addition to all

<PAGE>

                                                                   Page 31 of 46


                 other rights and remedies available under this Agreement, at
                 law, or in equity, or otherwise.

        (b)      In the event of termination by INTERNEURON pursuant to Section
                 8.2., and in the event of termination by URIACH pursuant to any
                 of Sections 3.5, 7.1., 8.3.(b) and 8.3.(c) in accordance with
                 the terms of such respective sections, without prejudice to and
                 subject to compliance with the provisions of any applicable
                 law, and if requested by URIACH, INTERNEURON shall take and
                 shall cause its Affiliates and Sublicensees to take, as the
                 case may be, using reasonable commercial due diligence, any
                 action necessary to transfer any and all rights to any
                 INTERNEURON Know-How, to any Regulatory Approval (in the
                 Territory, if the Agreement is terminated in its entirety, or
                 in the applicable country in the Territory if the Agreement is
                 terminated with respect to that country) and to any trademarks
                 referred to in Section 3.6 to URIACH or URIACH's designee, at
                 no cost to URIACH or to such designee, it being the intention
                 of the Parties to secure that in these cases URIACH is put in a
                 position where URIACH may, if URIACH so wishes, take over all
                 the rights on the Compound and the Product in the country(ies)
                 subject to the termination and exploit them as URIACH may deem
                 convenient.

        (c)      In the event this Agreement is terminated by URIACH pursuant to
                 Section 8.3. (a), the provisions of Section 8.4. (b) shall also
                 apply, provided; however, that if INTERNEURON disagrees with
                 such termination URIACH shall give INTERNEURON the opportunity
                 to discuss the matter and shall refrain from taking any
                 specific action until such discussions have taken place in good
                 faith. If after having heard INTERNEURON'S point of view,
                 URIACH still wants to go ahead with termination, it shall send
                 an additional notice to INTERNEURON in writing and the matter
                 will be subject to the dispute resolution provisions of Section
                 10.5 of this Agreement; provided, however that if it is finally
                 determined that such termination by URIACH was justified, then
                 the provisions of Section 8.4. (b) shall apply.

ARTICLE IX
INDEMNIFICATION

9.1     Indemnification by INTERNEURON. INTERNEURON shall indemnify, defend and
        ------------------------------
        hold URIACH and its officers, directors, shareholders, agents and
        employees harmless against any and all claims, liability, damage, loss,
        cost or expense (including reasonable attorney's fees) (collectively,
        "Losses") arising or resulting from any Third Party claim made or suit
         ------
        brought against URIACH or such persons to the extent any such Losses
        arise out of (i) any breach by INTERNEURON of any of its representations
        or warranties

<PAGE>

                                                                   Page 32 of 46

         in this Agreement; (ii) INTERNEURON's negligence or willful misconduct;
         or (iii) the development, manufacture, use, importation, promotion,
         marketing commercialization, distribution and sale of the Compound or
         Product by INTERNEURON, or its Affiliates, or its Sublicensees,
         provided, however, that INTERNEURON shall not be required to indemnify
         any indemnified party referred to in this paragraph to the extent it is
         determined that the Losses resulted from the negligence or willful
         misconduct of such indemnified party or if an indemnified party would
         be required to indemnify INTERNEURON under Section 9.2 below.

9.2      Indemnification by URIACH. URIACH shall indemnify, defend and hold
         -------------------------
         INTERNEURON, and its sublicensees, and their officers, directors,
         shareholders, agents and employees harmless against any and all Losses
         arising or resulting from any Third Party claim made or suit brought
         against INTERNEURON, its sublicensees or such other persons to the
         extent any such Losses arise out of (i) any breach by URIACH of any of
         its representations or warranties in this Agreement, (ii) URIACH'S
         negligence or willful misconduct; (iii) any defect associated with the
         Compound and/or the Product which should have been detected by URIACH
         when carrying out the development activities performed by URIACH prior
         to the Effective Date; or (iv) URIACH's manufacturing of Compound and
         Product as set forth in this Agreement and any activity by URIACH, its
         Affiliates or its sublicensees as a result of the exercise of any of
         the URIACH Options, provided, however, that URIACH shall not be
         required to indemnify any indemnified party referred to in this
         paragraph to the extent it is determined that the Losses resulted from
         the negligence or willful misconduct of such indemnified party or if an
         indemnified party would be required to indemnify URIACH under Section
         9.1 above. For the avoidance of doubt it is expressly stated that
         URIACH shall not be held liable in the event that any Compound or
         Product causes any damage as a result of any intrinsic defect provided
         that such defect could not have been detected by URIACH at the time
         URIACH performed its development and/or manufacturing activities of
         Compound or Product.

ARTICLE X
MISCELLANEOUS

10.1.    Force Majeure. Neither Party shall be held liable or responsible to the
         other Party nor be deemed to have defaulted under or breached the
         Agreement for failure or delay in fulfilling or performing any term of
         the Agreement during the period of time when such failure or delay is
         caused by or results from causes beyond the reasonable control of the
         affected Party including, but not limited to, fire, flood, embargo,
         war, acts of war (whether war be declared or not), insurrection, riot,
         civil commotion, strike, lockout or other labor disturbance, act of God
         or act, omission or delay in acting by any governmental authority or
         the other Party. The affected Party shall notify the other Party of
         such force majeure circumstances as soon as reasonably practicable and
         the affected

<PAGE>

                                                                   Page 33 of 46

         Party shall use commercially reasonable efforts to avoid or remove such
         causes of non-performance as promptly as practicable and shall continue
         performance with the utmost dispatch whenever such causes are removed.
         When such circumstances arise, the parties shall discuss what, if any,
         modification of the terms of this Agreement may be required in order to
         arrive at an equitable solution.

10.2.    Assignment. The Agreement may not be assigned or otherwise transferred
         without the prior written consent of the other Party, provided,
         however, that either Party may assign all or any part of this Agreement
         to an Affiliate or in connection with the transfer or sale of its
         business or all or substantially all of its assets or in the event of a
         merger, consolidation, change in control or similar corporate
         transaction. Any permitted assignee shall assume all obligations of its
         assignor under this Agreement.

10.3.    Severability. In the event that any of the provisions contained in this
         Agreement are held invalid, illegal or unenforceable in any respect,
         the validity, legality and enforceability of the remaining provisions
         contained herein shall not in any way be affected or impaired thereby,
         unless the absence of the invalidated provision(s) adversely affect the
         substantive rights of the Parties. In such event, the Parties shall
         replace the invalid, illegal or unenforceable provision(s) with valid,
         legal and enforceable provision(s) which, insofar as practical,
         implement the purposes of this Agreement.

10.4.    Notices. All notices or other communications which are required or
         permitted hereunder shall be in writing and sufficient if delivered
         personally, sent by facsimile (and promptly confirmed by personal
         delivery, registered or certified mail or overnight courier), sent by
         nationally-recognized overnight courier or sent by registered or
         certified mail, postage prepaid, return receipt requested, or by
         e-mail, addressed as follows:

         if to INTERNEURON to:

         INTERNEURON PHARMACEUTICALS, INC.
         99 Hayden Avenue, Suite 200
         Lexington, MA 02421
         Attention: President
         Fax No.: 781-862-3859

         if to URIACH to:

         J. URIACH & CIA.
         Dega Bahi, 59
         08026 Barcelona, Spain
         Attention: Chief Executive Officer
         Fax No.: 93-456.21.03

<PAGE>

                                                                   Page 34 of 46

         or to such other address as the Party to whom notice is to be given may
         have furnished to the other Parties in writing in accordance herewith.
         Any such communication shall be deemed to have been given or received
         when delivered if personally delivered or sent by facsimile or e-mail
         on a Business Day, upon confirmed delivery by nationally-recognized
         overnight courier if so delivered and on the third Business Day
         following the date of mailing if sent by registered or certified mail.

10.5.    Applicable Law and Dispute Resolution. This Agreement shall be governed
         by and construed in accordance with the UNIDROIT principles (1994)
         applicable to International Commercial Contracts to the extent
         applicable, it being understood and agreed that any agreement between
         INTERNEURON and any Sublicensee may be governed by and construed in
         accordance with any other laws. The Parties agree to attempt initially
         to solve all claims, disputes, or controversies arising under, out of,
         or in connection with this Agreement by conducting good faith
         negotiations. If the Parties are unable to settle the matter between
         themselves within forty-five (45) days, either Party may initiate
         mediation upon written notice to the other Party. If the Parties have
         not reached a settlement within forty-five (45) days of the initiation
         of the mediation, then either Party may initiate binding arbitration
         proceedings. Whenever a Party shall decide to institute arbitration
         proceedings, it shall give written notice to that effect to the other
         Party. The Party giving such notice shall refrain from instituting the
         arbitration proceedings for a period of sixty (60) days following such
         notice. During such period, the Parties shall continue to make good
         faith efforts to amicably resolve the dispute without arbitration. Any
         arbitration hereunder shall be conducted under the rules of the
         International Chamber of Commerce ("ICC"). Each such arbitration shall
         be conducted by a panel of three arbitrators: one arbitrator shall be
         appointed by each of INTERNEURON and URIACH and the third shall be
         appointed by the other two arbitrators. Any such arbitration shall be
         held in London, England. The arbitrators shall have the authority to
         grant specific performance. Judgment upon the award so rendered may be
         entered in any court having jurisdiction or application may be made to
         such court for judicial acceptance of any award and an order of
         enforcement, as the case may be. In no event shall a demand for
         arbitration be made after the date when institution of a legal or
         equitable proceeding based on such claim, dispute or other matter in
         question would be barred by the applicable statute of limitations. Each
         Party shall bear its own costs and expenses incurred in connection with
         any arbitration proceeding and the Parties shall equally share the cost
         of the arbitration levied by the ICC.

10.6.    Entire Agreement. This Agreement contains the entire understanding of
         the Parties with respect to the subject matter hereof. All express or
         implied agreements and understandings, either oral or written,
         heretofore made are expressly merged in and made a part of this
         Agreement. This Agreement may be amended, or any term hereof modified,
         only by a written instrument duly executed by all Parties hereto.

<PAGE>

                                                                   Page 35 of 46

10.7.    Independent Contractors. It is expressly agreed that the Parties shall
         be independent contractors and that the relationship between the
         Parties shall not constitute a partnership, joint venture or agency.
         Neither Party shall have the authority to make any statements,
         representations or commitments of any kind, or to take any action,
         which shall be binding on the other Party, without the prior consent of
         such other Party.

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

10.9.    Headings. The captions to the several Articles and Sections hereof are
         not a part of the Agreement, but are merely guides or labels to assist
         in locating and reading the several Articles and Sections hereof.

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

10.11.   Other duties. The Parties shall perform all other reasonable duties and
         acts, execute and deliver all other documents, and provide other
         information and assistance, whether or not specifically provided for
         herein, as may be reasonably necessary to carry out the intent of the
         Parties as stated in this Agreement.

<PAGE>

                                                                   Page 36 of 46

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

J. URIACH & CIA., S.A.                    INTERNEURON PHARMACEUTICALS, INC.


By: /s/Enrique Uriach Torello             By: /s/Glenn L. Cooper, M.D.
    -------------------------                 ------------------------
Name:  Enrique Uriach Torello             Name:  Glenn L. Cooper, M.D.
Title: Chief Executive Officer            Title: President and Chief Executive
                                                 Officer

<PAGE>

                                                                   Page 37 of 46

SCHEDULE 1.11
Development Program

                          UR-12746 DEVELOPMENT PROGRAM
                                   Page 1 of 2

1. CMC
   ---
              Active Pharmaceutical Ingredients
              ---------------------------------

 .  Physical & clinical characteristics
 .  Synthesis, isolation & purification
 .  Packaging & labeling
 .  Specifications and analytical methods
 .  Reference standard
 .  Preparation & certification
 .  Stability

              Drug Product
              ------------

 .  Specification & analytical methods
 .  Description of manufacturing & packaging
 .  Stability

2. Preclinical
   -----------

              Toxicology (to be completed by NDA submission)
              ----------

 .  Chronic studies in rats & monkeys
 .  Reproductive studies
 .  Carcinogenicity studies
 .  Additional mutagenicity studies

              Pharmacology
              ------------

 .  Assay validation

<PAGE>

                                                                   Page 38 of 46

                                   Page 2 of 2

3. Clinical
   --------

 .  Phase I multiple dose study (to be completed by [*])
            - Tolerance & packaging (tablet evaluation)
 .  Phase II Trial(s) (to be initiated within [*])
            - Evaluate safety vs. placebo
            - Evaluate dosing frequency
 .  Phase III Trials (to be initiated within [*], in any event after [*])
            - Efficacy & safety vs. placebo
            - Comparative (superiority evidence) v. [*]

4. Clinical Pharmacology (to be completed by [*])
   ----------------------

 .  Gastrointestinal studies
 .  Ophthalmologic, neurologic & cardiac studies
 .  Renal & hepatic disease studies
 .  Elderly & pediatric studies

5. NDA Summary (to be completed by [*])
   -----------

 .  [*]
 .  [*]

6. Phase IV Trial(s) ([*])
   -----------------

It is agreed that the Development Program is subject to variations by
INTERNEURON as INTERNEURON may wish to introduce after consultation with URIACH
if INTERNEURON deems convenient. Furthermore, URIACH also understands that the
activities set forth in the Development Program may sometimes not be conducted.
If INTERNEURON determines to conduct supplementary studies not defined in the
Development Program, INTERNEURON shall establish in good faith, after
consultation with URIACH, the studies to be made as soon as it is known to
INTERNEURON. However, the Parties agree that the decisions regarding the
Development Program are within the sole discretion of INTERNEURON.

*Confidential Treatment Requested

<PAGE>

                                                                   Page 39 of 46


SCHEDULE 1.24
PATENT ASSETS

Compound Patent No.      Country             Filing Date        Status
----------------------------------------------------------------------

[*]      [*]             PCT                     [*]              [*]
         [*]             Europe                  [*]              [*]
         [*]             USA                     [*]              [*]
         [*]             Canada                  [*]              [*]
         [*]             Japan                   [*]              [*]
                                                                  [*]
         [*]             Korea                   [*]              [*]
         [*]             Mexico                  [*]              [*]
                                                                  [*]
         [*]             Norway                  [*]              [*]
                                                                  [*]
         [*]             Chile                   [*]              [*]
                                                                  [*]
         [*]             Venezuela               [*]              [*]

[*]      [*]             PCT                     [*]              [*]
         [*]             Europe                  [*]              [*]
         [*]             USA                     [*]              [*]
         [*]             Canada                  [*]              [*]
         [*]             Japan                   [*]              [*]
                                                                  [*]
         [*]             Korea                   [*]              [*]
         [*]             Mexico                  [*]              [*]
         [*]             Norway                  [*]              [*]
                                                                  [*]
         [*]             Brazil                  [*]              [*]
         [*]             Argentina               [*]              [*]
         [*]             Chile                   [*]              [*]
                                                                  [*]
         [*]             Venezuela               [*]              [*]

[*]      [*]             PCT                     [*]              [*]
         [*]             Argentina               [*]              [*]
         [*]             Chile                   [*]              [*]
         [*]             Venezuela               [*]              [*]


*Confidential Treatment Requested

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                                   Page 1 of 3

EXHIBIT 1.32
SPECIFICATIONS
(Tentative synthesis route. Subject to adjustments and improvements by Uriach)

                                       [*]


*Confidential Treatment Requested

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                                                                   Page 41 of 46


                                   Page 2 of 3

UR-12746 Sodium Salt- Tentative Specifications

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Note: [*]


*Confidential Treatment Requested

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                                   Page 3 of 3

SPECIFICATIONS OF PRODUCT FORMULATION
[*]

The stability of the following prototype is currently under study:

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

[*]

[*]

All the excipients meet pharmacopoeial monographs and have been extensively used
for oral products; tablets comply with the required quality standards. [*]

[*]


*Confidential Treatment Requested

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                                                                   Page 43 of 46


APPENDIX 3.7
CLINICAL TRIAL PRODUCT REQUIREMENTS

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Appendix 3.7
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[*]

[*]


*Confidential Treatment Requested

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                                                                   Page 44 of 46


APPENDIX 4.2
FORM OF PRESS RELEASE

                              FOR IMMEDIATE RELEASE

Contact:
        Michael W. Rogers                           William B. Boni
        Executive VP and CFO                        VP, Corp. Communications
        (781) 861-8444                              (781) 402-3410

              INTERNEURON ACQUIRES WORLDWIDE RIGHTS TO DERSALAZINE
                   FOR TREATMENT OF INFLAMMATORY BOWEL DISEASE

     Compound Has Unique Mechanism of Action Combining the Activities of an
 Approved Anti-inflammatory Agent and a Novel Potent PAF and Cytokine Inhibitor

LEXINGTON, MA, October 1, 2001 -- Interneuron Pharmaceuticals, Inc. (NASDAQ:
IPIC) today announced that it has licensed exclusive worldwide rights to
dersalazine, a compound in early clinical development to treat Inflammatory
Bowel Disease (IBD), which includes ulcerative colitis and Crohn's disease, from
J. Uriach & Cia., S.A. of Barcelona, Spain.

In exchange for an up-front licensing payment, development milestones and
royalty payments to Uriach, Interneuron gains worldwide marketing rights to
dersalazine, except in Spain, where Uriach retains an option to co-market the
product. Interneuron will be responsible for the future clinical development,
regulatory activities and commercialization of dersalazine. Interneuron plans to
complete the Phase I clinical program and initiate Phase II trials in ulcerative
colitis by the second half of 2002. Future studies will also explore the utility
of the drug in Crohn's disease.

"Dersalazine is an important addition to Interneuron's pipeline," said Glenn L.
Cooper, M.D., president and chief executive officer of Interneuron. "This
compound possesses a unique mechanism of action that combines the known
anti-inflammatory activity of 5-ASA (5-Aminosalicylic Acid) with potent PAF
(platelet activating factor) antagonism and cytokine inhibition. Our new
partner, Uriach, possesses significant expertise in the field of
anti-inflammatory therapeutics, and dersalazine represents the culmination of
years of internal research. Standard effective therapies for ulcerative colitis
are based on the activity of 5-ASA. The addition of PAF antagonism and cytokine
inhibition has the potential to yield a medicine with advantages over currently
available agents.

                                     -more-

<PAGE>

                                                                   Page 45 of 46


                                       -2-

"New treatment options that induce and maintain remissions, minimize side
effects and improve quality of life are needed for these diseases, which are
growing in prevalence particularly in the U.S. and Europe," said Dr. Cooper.
"Strategically, the planned development program for dersalazine is consistent
with Interneuron's objective to acquire compounds with significant pre-clinical
or early clinical data and subsequently to pursue a clear clinical and
regulatory pathway for these products," said Dr. Cooper.

"In line with our R&D strategy, Uriach has been seeking a partner for the
worldwide development of dersalazine," said Enrique Uriach, chief executive
officer of J. Uriach & Cia. "This compound has the potential for helping in a
significant way the numerous patients who are affected by IBD worldwide. The
potential of the U.S. market, Interneuron's expertise and commitment to the
project, and above all, the synergies between the objectives of both companies,
have been the main factors for reaching an agreement with Interneuron. This
collaboration is one more example of Uriach's goal of forging long-lasting
partnerships with other companies in order to jointly develop potential drug
candidates originated at Uriach's R&D center."

Dersalazine is a new chemical entity that combines a well-known
anti-inflammatory agent, 5-ASA, with a novel potent agent that acts as a PAF
antagonist and an inhibitor of key interleukin cytokines to achieve a
synergistic therapeutic effect when compared to the activities of each component
separately. Chemical cleavage of dersalazine by colonic bacteria releases the
two active compounds for the topical treatment of inflammation in the colon. The
5-ASA molecule contained in dersalazine has known antioxidant properties which
may ameliorate the deleterious inflammatory effects ascribed to the
overproduction of free radicals. The PAF antagonist component in dersalazine
blocks the effects of platelet activating factor, a naturally occurring mediator
with pro-inflammatory effects implicated in the pathogenesis of IBD. In
addition, dersalazine is believed to inhibit multiple cytokine interleukins that
may be involved in the pathogenesis of the disease. An agent with these multiple
anti-inflammatory actions might be expected to have significant advantages over
existing therapies.

In various experimental models of acute and chronic colitis, dersalazine has
ameliorated or prevented the inflammatory response, as measured by tissue damage
and biochemical inflammatory markers. Dersalazine appears to act locally on the
colon without the liability of unwanted systemic absorption. The safety of
single oral doses of dersalazine has been

<PAGE>

                                                                   Page 46 of 46


demonstrated in healthy volunteers, in whom the systemic absorption of the
compound and its two active components was low.

Ulcerative colitis is a chronic disease that primarily affects the colon and
causes inflammation in the upper layers of the large intestine, while Crohn's
disease usually occurs in the small intestine and causes inflammation deeper
within the wall of the intestine. Up to one million patients in the U.S. and two
million worldwide suffer from these diseases. Fifty percent of these are
affected by ulcerative colitis and 50 percent by Crohn's disease.

Uriach is a private Spanish pharmaceutical company, established in 1838, with a
broad commercial presence in Spain and with a world class research and
development center that focuses its efforts in the early stages of drug
development. Uriach's R&D efforts are centered in the cardiovascular and
inflammation areas.

Interneuron Pharmaceuticals is engaged in the development and commercialization
of a portfolio of products and product candidates for panic/anxiety disorders,
overactive bladder, liver disease, prevention of HIV infection, stroke and other
disorders.

Except for the descriptions of historical facts contained herein, this press
release contains forward-looking statements that involve risks and uncertainties
that could cause the Company's actual results and financial condition to differ
materially from those anticipated by the forward looking statements. These risks
and uncertainties are set forth in the Company's filings under the Securities
Act of 1933 and the Securities Exchange Act of 1934 under "Risk Factors" and
elsewhere, and include, but are not limited to: uncertainties relating to
clinical trials and regulatory approvals; need for additional funds and
corporate partners; history of operating losses and expectation of future
losses; risks relating to the Redux-related litigation; product liability;
dependence on third parties for manufacturing and marketing; the early stage of
products under development; government regulation, patent risks and competition.

                                       ###