<PAGE>

                                                            ----------------
                                                            REDACTED VERSION
                                                            ----------------




                                  EXHIBIT 10.12

                                       TO

                              ProCyte Corporation's

                                    Form 10-K

                               For the Year Ended

                                December 31, 1997

         "[ * ]" = omitted, confidential material, which material has been
separately filed with the Securities and Exchange Commission pursuant to a
request for confidential treatment.



<PAGE>



                        DISTRIBUTION & LICENSE AGREEMENT

         THIS AGREEMENT, made as of this 12th day of December, 1997, by and
between ProCyte Corporation, a Washington corporation organized and validly
existing under the laws of the State of Washington, having its principal place
of business at Building A, 8511 154th Avenue, N.E., Redmond, Washington 98052
and having a mailing address of P.O. Box 808, Redmond, Washington 98073-0808
(hereinafter referred to as "PROCYTE"), and Bard Medical Division, C.R. Bard,
Inc., a corporation organized and validly existing under the laws of the State
of New Jersey, having a place of business at 8195 Industrial Boulevard,
Covington, Georgia 30014 (hereinafter referred to as "BARD").

                                   WITNESSETH:

         WHEREAS, PROCYTE has developed certain wound care dressings and gels,
and

         WHEREAS, PROCYTE is desirous of granting to BARD the exclusive right to
distribute "PRODUCTS" (hereinafter defined) throughout the "TERRITORY"
(hereinafter defined) for use in the "FIELD" (hereinafter defined), and

         WHEREAS, BARD is desirous of accepting said grant, all on the terms and
conditions hereinafter set forth.

         NOW THEREFORE, in consideration of the above premises and of the mutual
agreements and undertakings hereinafter set forth, PROCYTE and BARD hereby agree
as follows:


                                       2

<PAGE>



I.       DEFINITIONS

         1.01 ACT - shall mean the United States Food, Drug and Cosmetic Act of
1938, as amended and all regulations promulgated pursuant thereto.

         1.02 AFFILIATE - shall mean any person or entity which, directly or
indirectly, controls, is controlled by or is under common control with a party
to this Agreement. For purposes of this definition, the term "control" and the
correlative terms "controlled by" and "under common control" with, as used with
respect to either party, shall mean the possession, directly or indirectly, of
the power to direct or cause the direction of the management or policies of such
party; "control" shall be presumed if there is ownership, directly or
indirectly, of forty percent (40%) or more (or, if less, the maximum permitted
by applicable law) of the voting stock, equity or income interest of an entity.

         1.03 CONFIDENTIAL INFORMATION - shall mean any information of a
confidential and/or proprietary nature as to which BARD or PROCYTE, as the
disclosing party has developed or acquired prior to or during the term of this
Agreement, including, but not limited to, all discoveries, inventions,
improvements and ideas relating to any process, formula, machine, device,
manufacture, composition of matter, plan or design, whether patentable or not,
or relating to the conduct of business by either, which, prior to the date
hereof, or during the term of this Agreement, was or is disclosed to the other
party, as the receiving party, exclusive of data or information: (i) which, at
the time of disclosure was in the public domain or which, subsequent to
disclosure, becomes part of the public domain by any means other than the breach
by the receiving party of its obligations hereunder; (ii) which was known to the
receiving party at the time of disclosure as evidenced by the receiving party's
business records maintained in the ordinary course of business; (iii) which is,
at any time, disclosed to the receiving party by any person or entity not a
party hereto whom the receiving party believes, after reasonable inquiry, has
the right to disclose the same; (iv) which is developed by an employee of the
receiving party who is shown, by competent proof and by clear and convincing
evidence, not to have been privy to the disclosure by the other party hereto; or
(v) which is disclosed orally, except where the disclosing party reduces the
oral disclosure to writing, marks the same as confidential or proprietary and
furnishes the receiving party with the reduction to writing within thirty (30)
days of the oral disclosure.

         1.04     EFFECTIVE DATE - shall mean the date and year first above
written.


         1.05     FDA - shall mean the United States Food and Drug
Administration.


                                       3
<PAGE>


         1.06 FIELD - shall mean the sub-field of medicine relating to the
treatment of human acute and chronic wounds and skin irritations in hospitals,
health care facilities, nursing homes and extended care facilities, excluding
wounds and skin irritations related to plastic/cosmetic surgery and hair
transplantation.

         1.07     GMP - shall mean Good  Manufacturing  Practices for medical
devices,  as promulgated by the FDA.

         1.08 IMPROVEMENT - shall mean any and all modifications of PRODUCTS
which, prior to the EFFECTIVE DATE or during the term of this Agreement, were or
are (i) invented by PROCYTE or any AFFILIATE of PROCYTE, alone or jointly with
BARD or any third party or (ii) acquired by PROCYTE, provided that in the case
of any item described above, the manufacture, use or sale of the same would
constitute an infringement of a VALID CLAIM in the absence of a license of the
PROPRIETARY RIGHTS, provided, however, that in order to be considered an
IMPROVEMENT, BARD must elect to distribute such item within a reasonable time
following the date such item is available for commercial distribution (including
the receipt of all required regulatory approvals).

         1.09 LICENSE AGREEMENT - shall mean that certain Restated Agreement
between Hymedix International, Inc. and PROCYTE dated as of November 20, 1997, a
true and correct copy of which has been provided to BARD.

         1.10 NET SALES - shall mean the NET SELLING PRICE times units of
PRODUCTS sold. In the event PRODUCT is sold or transferred in other than an
arm's-length transaction or for other property (e.g., barter) or is consumed,
NET SALES shall be calculated as if the PRODUCT had a gross invoiced selling
price equal to fair market value. Provided, however, that the foregoing sentence
shall not apply to a reasonable amount of promotional transfers, which shall not
be classified as sales for purposes of this Agreement.

         1.11 NET SELLING PRICE - shall mean, for any PRODUCT, the gross
invoiced selling price of such PRODUCT by BARD or any AFFILIATE of BARD to any
nonaffiliated third party; provided, however, in the event PRODUCTS are sold in
a kit or in combination with any separate, stand-alone article which is not a
PRODUCT and does not embody any of the PROPRIETARY RIGHTS (a "COMBINATION
PRODUCT"), the NET SELLING PRICE for such kit or combination shall be determined
as if such PRODUCTS were sold as stand-alone items, but if such PRODUCTS are not
sold as a stand-alone unit, the NET SELLING PRICE shall be determined by
multiplying the gross invoiced selling price of the COMBINATION PRODUCT by a
fraction, the numerator of which shall be BARD's or its AFFILIATES'
manufacturing cost or purchase price paid for the PRODUCT



                                       4
<PAGE>

included in the COMBINATION PRODUCT and the denominator of which shall be BARD's
or its AFFILIATES' manufacturing cost or purchase price paid for the PRODUCT and
other article included in the COMBINATION PRODUCT. Whether sold as a stand-alone
item or as part of a kit or combination, in all cases in arriving at NET SELLING
PRICE, the gross invoiced selling price described in this Article 1.15 shall
have subtracted therefrom the following offsets and deductions (which shall be
allocated in the case of COMBINATION PRODUCTS): (i) sales, use or value added
taxes, if included in the gross invoiced selling price; (ii) freight and
handling charges, if included in the gross invoiced selling price; (iii)
relevant customary cash, trade and quantity discounts and rebates actually
granted and given by BARD or an AFFILIATE of BARD to customers; and (iv)
allowances for returns actually taken.

         1.12 NEW PRODUCT - shall mean and include, individually and
collectively, any product having utility in the FIELD which, during the term of
this Agreement, is conceived, developed, reduced to practice or acquired by
PROCYTE or by any AFFILIATE which is controlled by PROCYTE, alone or jointly
with any third party, which is not an IMPROVEMENT.

         1.13     [  *  ] - shall mean the [  *  ]

         1.14     PMA - shall mean a pre-market approval application as defined
in the ACT.


         1.15 PRODUCTS - shall mean the products manufactured by PROCYTE for and
on behalf of BARD under this Agreement, as more fully described in Schedule A
attached hereto and incorporated herein, together with any and all IMPROVEMENTS
thereof that are manufactured by PROCYTE for sale in the TERRITORY for use in
the FIELD. Schedule A may be amended from time to time upon mutual agreement of
the parties.

         1.16 PROPRIETARY RIGHTS - shall mean all know-how, trade secrets and
patent rights (including process patents) owned by or licensed to PROCYTE which
are required in order to manufacture the PRODUCT to applicable SPECIFICATIONS in
the TERRITORY, including without limitation the patent and patent applications
described in Schedule B attached hereto and incorporated herein; provided,
however, that for purposes of Article XI, PROPRIETARY RIGHTS shall not include
those PROPRIETARY RIGHTS currently licensed to, or hereafter owned by or
licensed to, PROCYTE unless (i) BARD agrees, upon thirty (30) days notice, to
pay and does pay


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<PAGE>


promptly all royalties and other amounts due the licensor (in addition to the
amounts set forth in Article XI) and to perform and be bound by all obligations
due the licensor and (ii) PROCYTE has the right to grant licenses or sublicenses
with respect thereto. PROCYTE shall use its good faith efforts to include in any
such agreement the right to grant such licenses or sublicenses.

         1.17 SPECIFICATIONS - shall mean those written raw material, component,
labeling, manufacturing, quality assurance and finished product specifications
and protocols of PROCYTE relating to PRODUCTS. The current SPECIFICATIONS shall
be provided to BARD by PROCYTE within ten (10) days of the EFFECTIVE DATE.

         1.18     TERRITORY - shall mean Canada and the United States of
America.

         1.19 TOOLING - shall mean (i) that certain tooling and machinery
described on Schedule C attached hereto and incorporated herein which is owned
by BARD and purchased on its behalf by PROCYTE pursuant to Article XIV and (ii)
all replacements thereof purchased by PROCYTE or BARD.

         1.20 TRADEMARKS - shall mean the trademarks listed in Schedule D
attached hereto and incorporated herein by reference.

         1.21 VALID CLAIM - shall mean a claim of an unexpired patent included
in PROPRIETARY RIGHTS so long as such claim has not been held invalid in an
unappealable decision by a court of competent jurisdiction.

         1.22     510(k) - shall mean an application under Section 510(k) of the
 ACT.


II.      GRANT

         2.01 PROCYTE hereby grants to BARD and BARD hereby accepts from
PROCYTE, on and subject to the terms and conditions hereinafter set forth, the
exclusive right to distribute PRODUCTS throughout the TERRITORY solely for use
in the FIELD. BARD shall not sell, or sell to others that it has reason to
believe will resell, any PRODUCTS outside the TERRITORY or for use outside the
FIELD.

         2.02 PROCYTE and BARD hereby expressly agree that the grant set forth
in Article 2.01 shall be deemed to include a grant to BARD of the right to sell
directly, through AFFILIATES of BARD, through distributors of BARD and/or
through distributors of BARD's AFFILIATES.

         2.03 Bard Medical Division (or such other BARD division as from time to
time is responsible for the marketing and sale of the skin and wound care
products


                                       6
<PAGE>


currently marketed and sold by Bard Medical Division as of the EFFECTIVE DATE),
during the term of this Agreement, shall use its commercially reasonable efforts
to, market and sell the PRODUCTS and shall not market or sell in the TERRITORY
any products for use in the FIELD that are directly competitive with any of the
PRODUCTS, [ * ]. To the extent that any IMPROVEMENT is marketed as an extension
or replacement of an existing PRODUCT, BARD's obligation to use its commercially
reasonable efforts to market and sell such existing PRODUCT shall be satisfied
by BARD's commercially reasonable efforts to market and sale the IMPROVEMENT
which is intended as a replacement or extension of such existing PRODUCT.

         2.04 PROCYTE may, at any time, upon sixty (60) days notice, cease
manufacturing and selling under this Agreement any PRODUCTS for the TERRITORY
for use in the FIELD, if PROCYTE determines in good faith using its reasonable
business judgment that it is unprofitable or substantially impracticable to
continue manufacturing such PRODUCTS. Notwithstanding the foregoing sentence,
PROCYTE shall remain obligated to supply hereunder, and BARD shall be obligated
to purchase, PRODUCTS for which there are undelivered orders at the time of such
notice and those PRODUCTS ordered in accordance with this Agreement by BARD
prior to the effective date of such notice for delivery not more than one
hundred twenty (120) days from the date the order is received.

         2.05 During the term of this Agreement, the parties may mutually agree
to [ * ] at a mutually agreed upon initial selling price. In addition, during
the term of this Agreement and before granting an unrelated third party rights
to sell [ * ] in the TERRITORY for use in the FIELD, PROCYTE shall so notify
BARD in writing and include in its notice the general terms upon which PROCYTE
proposes to grant such third party the right to sell [ * ]. Any such notice from
PROCYTE shall be deemed an offer to BARD on the terms set forth therein which
may be accepted by BARD within sixty (60) days of receipt of PROCYTE's notice
following which time the parties shall negotiate in good faith toward a final
mutually acceptable agreement relating to the [ * ]. In the event BARD rejects
any such offer from PROCYTE or fails to timely accept the same or accepts such
offer but the parties are unable to reach a definitive agreement within sixty
(60) days following such acceptance PROCYTE shall thereafter have the right to
offer the rights, which were the subject of PROCYTE's offer to BARD, to any
third party on terms no more favorable thean those offered to BARD. Thereafter,
if, at any one or more times prior to the granting of such rights to a third
party, there shall be a material change(s) in the terms which


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<PAGE>


are offered to such third party from those offered to BARD, PROCYTE shall
promptly so notify BARD setting forth such material change(s). Any such notice
from PROCYTE shall be deemed an amended offer on the terms outlined therein
which may be accepted by BARD within thirty (30) days of receipt of PROCYTE's
amended offer.

III.     REGULATORY MATTERS

         3.01 PROCYTE hereby represents to BARD that it shall, at its sole cost
and expense and to the extent required by the ACT, timely register or cause to
be registered with the FDA, in accordance with the ACT, each establishment in
which PROCYTE or a subcontractor of PROCYTE intends to manufacture and/or
assemble PRODUCTS. PROCYTE hereby agrees to permit the FDA (without a search
warrant) and BARD to inspect each of its facilities for purposes of verifying
PROCYTE's compliance with the ACT and for purposes of verifying that items being
manufactured and/or assembled by PROCYTE for sale to BARD hereunder are being
manufactured and/or assembled in accordance with the applicable SPECIFICATIONS.
Any such inspection by BARD shall be conducted upon reasonable advance notice to
PROCYTE during PROCYTE's normal business hours and shall in no way constitute a
waiver of PROCYTE's obligation to manufacture PRODUCTS in accordance with GMP
and the SPECIFICATIONS.

         3.02 PROCYTE represents that, to the extent required, the PRODUCTS
existing as of the EFFECTIVE DATE have received all required regulatory
approvals (including without limitation 510(k) and PMA clearances) for sale in
the TERRITORY. PROCYTE shall be responsible for filing for and obtaining
required regulatory approvals relating to any IMPROVEMENTS.

IV.      REPRESENTATIONS AND WARRANTIES

         4.01 PROCYTE hereby represents and warrants to BARD as of the EFFECTIVE
DATE that:

                  (i) As set forth more specifically in Schedule B and Schedule
D hereof PROCYTE is the owner or licensee of all existing PROPRIETARY RIGHTS and
TRADEMARKS in the TERRITORY, and has full authority to license (or sublicense)
such PROPRIETARY RIGHTS and TRADEMARKS, and grant distribution rights related to
such PROPRIETARY RIGHTS, and grant licenses related to such TRADEMARKS;


                                       8
<PAGE>


                  (ii) PROCYTE is not a party to any lawsuit, nor is there any
outstanding claim against PROCYTE, alleging that use of the existing PROPRIETARY
RIGHTS infringes the proprietary right of any third party;

                  (iii) PROCYTE is not currently a party to any agreement or
understanding, oral or written, which would, in any manner, be inconsistent with
the rights herein granted to BARD and shall not enter into any such agreement or
understanding, oral or written, during the term of this Agreement, nor, during
the term of this Agreement, directly or indirectly, engage in any activity which
would, in any manner, be inconsistent with the rights herein granted to BARD;

                  (iv) PROCYTE is a corporation organized, validly existing and
in good standing under the laws of the State of Washington, has all requisite
corporate power and authority to own (or lease) and operate its property and to
carry on its business as now being conducted and is duly qualified and in good
standing to do business in any of those jurisdictions where it is required to be
qualified as a result of ownership of property or residence of any of its
employees or agents;

                  (v) the execution and delivery of this Agreement by PROCYTE
has been duly and validly authorized by all necessary corporate action on the
part of PROCYTE and (assuming valid execution by BARD and subject to federal
bankruptcy law) this Agreement is a valid and binding obligation of PROCYTE
enforceable against it;

                  (vi) the LICENSE AGREEMENT is the only third party license
agreement under which PROCYTE has licensed any of the PROPRIETARY RIGHTS;

                  (vii) to the best knowledge of PROCYTE as of the EFFECTIVE
DATE, the LICENSE AGREEMENT is in full force and effect, there are no material
breaches, and PROCYTE has received no notice of any alleged breach by PROCYTE;
and

                  (viii) during the term of this Agreement, PROCYTE shall keep
the LICENSE AGREEMENT in full force and effect so long as the rights granted
under the Agreement are necessary for the manufacture of any PRODUCT.

         4.02 BARD hereby represents and warrants to PROCYTE as of the EFFECTIVE
DATE that:

                  (i) BARD is a corporation organized, validly existing and in
good standing under the laws of the State of New Jersey, has all requisite
corporate power



                                       9
<PAGE>

and authority to own (or lease) and operate its property and to carry on its
business as now being conducted and is duly qualified and in good standing to
do business in any of those jurisdictions where it is required to be
qualified as a result of ownership of property or residence of any of its
employees or agents;

                  (ii) the execution and delivery of this Agreement by BARD has
been duly and validly authorized by all necessary corporate action on the part
of BARD and that (assuming valid execution by PROCYTE and subject to federal
bankruptcy law) this Agreement is a valid and binding obligation of BARD
enforceable against it, and

                  (iii) BARD is not currently a party to any third party
agreement or understanding, oral or written, which would, in any manner, be
inconsistent with its obligations described herein and shall not enter into any
such agreement or understanding, oral or written, during the term of this
Agreement, nor, during the term of this Agreement, directly or indirectly,
engage in any activity which would, in any manner, be inconsistent with its
obligations described herein.

V.       [ * ]

         5.01 During the initial term of this Agreement and before [ * ].

VI.      SPECIFICATIONS

         6.01 No change to the SPECIFICATIONS may be made by PROCYTE to the
SPECIFICATIONS without prior written notice to BARD not less than sixty (60)
days prior to the intended change. If such change to the SPECIFICATIONS
significantly changes the performance of the PRODUCTS, such change shall not be
made without the prior written consent of BARD, which consent shall not be
unreasonably withheld.

VII.     TERMS OF PURCHASE AND SALE

         7.01 All sales of PRODUCTS by PROCYTE to BARD shall be subject to, and
governed by, the terms and conditions of this Agreement, including the
quantities and delivery dates set forth in BARD's purchase orders placed in
accordance with, and subject to, this Agreement, including Schedule E attached
hereto and incorporated herein. The terms and conditions of this Agreement and
Schedule E supersede the terms and conditions of any purchase order,
acknowledgment or similar document at any time submitted by one party to the
other, unless specifically and mutually agreed


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                                       10
<PAGE>

upon in writing by both parties. BARD shall purchase and PROCYTE shall sell and
deliver to BARD, PRODUCTS in accordance with this Agreement and the firm
purchase orders placed by BARD in accordance with this Agreement.

         7.02 PROCYTE and BARD hereby agree that the initial selling price by
PROCYTE to BARD for PRODUCTS, F.O.B. PROCYTE's manufacturing facility, exclusive
of sales or other taxes, if applicable, shall be as set forth in Schedule F
attached hereto and incorporated herein. The selling price shall include
sterilization and final packaging per the SPECIFICATIONS. The selling price
described above may be subject to periodic adjustments as described in Schedule
F.

         7.03 (A) Concurrently with the execution of this Agreement, the parties
will mutually agree upon the initial order (including delivery dates) for
PRODUCTS for delivery [ * ]. Schedule G attached hereto and incorporated herein
is [ * ]. BARD, on a quarterly basis during the term of this Agreement, shall
issue firm purchase orders for PRODUCTS which orders shall be delivered to
PROCYTE no later than [ * ] prior to the commencement of the calendar quarter
for which delivery dates are stated. At the time of issuance by BARD of each
such purchase order hereunder, BARD shall deliver to PROCYTE a [ * ]. Firm
purchase orders issued by BARD shall be for not less than [ * ] for the calendar
quarter given to PROCYTE with the order for the previous quarter.

                  (B) In no event shall PROCYTE be required to accept any firm
purchase order for PRODUCTS issued by BARD for a quantity of PRODUCTS in excess
of [ * ] for the quarter with the previous quarter's order. In the event PROCYTE
does not reject such an order, it shall deliver [ * ] by the delivery date
requested and shall use commercially reasonable efforts to deliver the remaining
quantity of PRODUCTS in excess of the [ * ]. PROCYTE shall promptly advise BARD
of the expected delivery date for such excess. BARD shall have the right to
terminate its order for such excess within [ * ] after receipt of the expected
delivery date if the expected delivery date is more than [ * ] after BARD's
requested delivery date. In the event PROCYTE is late in delivering any firm
purchase order (unless excused by Article 15.04) and in addition to any other
remedy set forth herein, at law or in equity, that BARD may have, BARD may
cancel the undelivered portion of the order if, after [ * ] prior written notice
to PROCYTE of such failure, PROCYTE has not delivered the PRODUCT. PROCYTE shall
bulk ship all PRODUCTS ordered by BARD hereunder, at BARD's expense, to a
location or locations in the TERRITORY to be designated by BARD.
Schedule G attached hereto sets forth [ * ].


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<PAGE>


         7.04 At the time of shipment to BARD of PRODUCTS, PROCYTE shall invoice
BARD for the selling price of such PRODUCTS in effect as of the date of invoice,
and shall include in its invoice [ * ] actually paid by PROCYTE incident to such
shipment. BARD shall pay all such invoices [ * ] of its receipt of invoice. All
validly invoiced amounts which are not paid when due shall bear interest at the
rate of [ * ] until paid in full. In the event BARD fails to pay any validly
invoiced amount [ * ] of its due date, PROCYTE shall have the right to withhold
future shipments of any PRODUCTS until such time as such invoiced amount and
interest are paid by BARD.

         7.05 Within sixty (60) days after the end of each calendar year during
the term of this Agreement and within sixty (60) days after expiration or
termination of this Agreement, BARD shall provide PROCYTE with a general report
of sales by its distributors for PRODUCTS which shall specifically not include
an average selling price of PRODUCT.

         7.06 Subject to the provisions of Article XI below, BARD agrees to
purchase from PROCYTE the following total annual minimum amounts of the PRODUCTS
during each twelve (12) month period following December 31, 1997 (a "MINIMUM
PURCHASE PERIOD"):
<TABLE>
<CAPTION>

                           Period                                 Amount
         ------------------------------------------------------  --------
<S>      <C>                                                     <C>
(i)      First MINIMUM PURCHASE PERIOD                             [ * ]
(ii)     Second MINIMUM PURCHASE PERIOD                            [ * ]
(iii)    Third MINIMUM PURCHASE PERIOD                             [ * ]
(iv)     Fourth and subsequent MINIMUM PURCHASE                    [ * ]
</TABLE>

Notwithstanding anything to the contrary contained in this Agreement, in the
event BARD and PROCYTE agree to add [ * ] to the definition of PRODUCTS at any
time during the term of this Agreement, the above-stated MINIMUM PURCHASE
REQUIREMENTS shall [ * ], effective in the MINIMUM PURCHASE PERIOD immediately
following the MINIMUM PURCHASE PERIOD in which the [ * ] is so added to this
Agreement. Subject to the provisions of Article XI hereof, in the event BARD
fails to fulfill the MINIMUM PURCHASE REQUIREMENTS of this Article 7.06 during
any year, PROCYTE shall have the option to notify BARD in writing of the failure
to achieve the applicable MINIMUM PURCHASE


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<PAGE>

REQUIREMENT and the amount of the shortfall no later than [ * ] after the end of
the applicable MINIMUM PURCHASE PERIOD when the shortfall occurs. BARD shall
have [ * ] after receipt of such notice to rectify the shortfall. To rectify the
shortfall, BARD shall [ * ].

VIII.    WARRANTIES/SERVICES

8.01 PROCYTE hereby warrants to BARD that (i) PRODUCTS sold to BARD hereunder
shall be manufactured in accordance with GMP and shall, at the time of delivery
to BARD, comply in all respects with the applicable SPECIFICATIONS therefore,
and (ii) until the expiration date for any PRODUCT occurs, such PRODUCTS sold to
BARD hereunder shall be free from defects in materials, manufacturing and
packaging, and (iii) shall be delivered to BARD with a reasonable period of time
left before the expiration date, as more specifically agreed upon between the
parties. In the event BARD believes in good faith that for any particular
PRODUCT received the time remaining before the occurrence of the expiration date
is inadequate, BARD shall so notify PROCYTE and the parties shall mutually
resolve the situation. EXCEPT AS EXPRESSLY STATED HEREIN, PROCYTE MAKES NO OTHER
WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE AND WARRANTIES ARISING FROM COURSE OF
PERFORMANCE, COURSE OF DEALING, USAGE OF TRADE OR SAMPLES PREVIOUSLY SUPPLIED.

8.02 PROCYTE's obligation and liability under the warranty provided herein is
limited solely, at PROCYTE's option, to (a) replacement of the defective
PRODUCTS at its expense, including shipping, with any defective PRODUCT being
returned to PROCYTE at its expense and only upon its request or (b) repayment of
the purchase price for the defective PRODUCTS, together with any and all
shipping charges incurred by BARD relating to the original and return (if
approved) shipments. PROCYTE shall not be liable to BARD for any special,
indirect, incidental or consequential damages arising from breach of warranty or
any defect in PRODUCTS, except as provided in Article IX.

8.03 BARD shall promptly reimburse PROCYTE for all of its reasonable and
actually incurred employee costs and out-of-pocket costs (including travel
expenses which have been approved in advance by BARD) in providing training and
assistance in connection with educating BARD's sales force, customers and
AFFILIATES and in,


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<PAGE>

as requested and agreed, marketing and promotion, all as such has been performed
at BARD's request.

IX.      INDEMNIFICATION/INSURANCE

9.01 PROCYTE and BARD hereby agree to indemnify, save and hold each other
harmless from and against all suits, actions, claims, demands, judgments and
expenses (including court costs and reasonable attorneys fees) which arise or
result from their respective misrepresentations of any representation contained
herein.

9.02 PROCYTE hereby agrees to indemnify, save and hold BARD and its AFFILIATES
harmless from and against all suits, actions, claims, demands, judgments,
liabilities and expenses which arise or result from alleged injury to third
parties (including death) incident to the use of any PRODUCTS provided by
PROCYTE hereunder, except where, and to the extent that, the negligent acts of
BARD or an AFFILIATE of BARD in handling, storing, selling, labeling or
marketing of the PRODUCTS are the proximate cause of the alleged injury or
death. PROCYTE acknowledges that the PRODUCTS shall be shipped via non
temperature-controlled means. BARD and PROCYTE further acknowledge that BARD
shall be deemed not to have been negligent in storing the PRODUCTS if a PRODUCT
is damaged by an act taken by BARD in storing the PRODUCT, if such act is
specifically covered by the SPECIFICATIONS, and BARD adhered to the
SPECIFICATIONS in performing such act. As a condition precedent to PROCYTE's
obligation under this Article 9.02, the party charged in such suit shall
promptly notify PROCYTE and shall not settle the same without PROCYTE's prior
written approval. It is expressly agreed that PROCYTE shall have the duty to
defend any action referred to in this Article 9.02 utilizing counsel reasonably
acceptable to the party charged and shall have the right to settle the same on
such terms as it deems appropriate. It is expressly agreed that the party
charged shall have the right to participate in any such action utilizing counsel
selected and paid for by it.

9.03 BARD hereby agrees to indemnify, save and hold PROCYTE and its AFFILIATES
harmless from and against all suits, actions, claims, demands, judgments,
liabilities and expenses which arise or result from alleged injury to third
parties (including death) incident to the exercise of BARD's license rights
under Article XI or caused by the negligent acts of BARD or an AFFILIATE of BARD
in handling, storing, selling, labeling or marketing of the PRODUCTS. PROCYTE
acknowledges that the PRODUCTS shall be shipped via non temperature-controlled
means. BARD and PROCYTE further acknowledge that BARD shall be deemed not to
have been negligent in storing the PRODUCTS if a PRODUCT is damaged by an act
taken by BARD in storing the PRODUCT, such act is specifically covered by the
SPECIFICATIONS, and if BARD adhered to the SPECIFICATIONS in performing


                                       14
<PAGE>


such act As a condition precedent to BARD's obligation under this Article 9.03,
the party charged in such suit shall promptly notify BARD and shall not settle
the same without BARD's prior written approval. It is expressly agreed that BARD
shall have the duty to defend any action referred to in this Article 9.03
utilizing counsel reasonably acceptable to the party charged and shall have the
right to settle the same on such terms as it deems appropriate. It is expressly
agreed that the party charged shall have the right to participate in any such
action utilizing counsel selected and paid for by it.

9.04 PROCYTE hereby covenants to maintain, during the term of this Agreement,
(i) a comprehensive general liability insurance policy, with products liability
and contractual liability endorsements for the PRODUCTS provided by PROCYTE
hereunder, which policy shall be in a minimum amount of [ * ] per occurrence and
[ * ] in the aggregate, and (ii) a property damage insurance policy insuring
against loss of or damage to the [ * ], at such [ * ] full replacement cost,
while such is on PROCYTE's premises or under PROCYTE's reasonable control. The
policy described in Article 9.04(i) shall, at PROCYTE's option, either name BARD
and its AFFILIATES as additional insureds or shall provide coverage via a broad
form Vendor's endorsement. In either event, the policy shall provide for not
less than thirty (30) days' prior written notice to BARD in the event of change
in coverage or policy cancellation. The policy described in Article 9.04(ii)
shall name BARD as loss payee and shall provide for not less than thirty (30)
days' prior written notice to BARD in the event of change in coverage or policy
cancellation. PROCYTE hereby covenants to deliver to BARD certificates
evidencing such coverage within ten (10) business days after the EFFECTIVE DATE
or, in the case of [ * ], after its acquisition by PROCYTE.

X.       PATENT MATTERS

10.1 In the event PROCYTE or BARD knows or has reason to believe that any patent
included in PROPRIETARY RIGHTS is being infringed in the TERRITORY and in the
FIELD, the party possessing such knowledge or belief shall promptly notify the
other and shall include in its notice all facts in its possession on which such
knowledge or belief is based. PROCYTE and BARD hereby agree that, while PROCYTE
shall not be obligated in any way to attempt to stop any such infringement, it
shall have the first right to take timely measures, including prosecution of a
law suit, if necessary, to terminate such infringement. PROCYTE and BARD hereby
agree that all recoveries and awards that may be obtained as a result of any
such infringement action brought by PROCYTE, including any settlement thereof,
shall be the sole property of PROCYTE. In the event PROCYTE elects to institute
any such suit, PROCYTE shall indemnify and hold BARD harmless


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from all claims, judgments, costs and expenses arising from such suit, and BARD
hereby agrees to be named as a nominal party therein. In the event PROCYTE
declines to bring any such suit within ninety (90) days of a request by BARD to
do so, BARD shall thereafter have the right, but not the obligation to bring
such suit at its sole cost and expense. In the event BARD brings such suit, all
recoveries and awards, including any settlement shall be the sole property of
BARD. In the event BARD elects to bring such suit, BARD shall indemnify and hold
PROCYTE harmless from all claims, judgments, costs and expenses arising from
such suit and PROCYTE hereby agrees to be named as a nominal party to such suit.

10.2 In the event suit is filed against BARD or any AFFILIATE of BARD by a third
party alleging that the manufacture, use or sale of a PRODUCT provided by
PROCYTE hereunder infringes the proprietary rights of such third party (unless
the infringement is based on the combination of the PRODUCT with an item not
included in the PROPRIETARY RIGHTS or has resulted from a composition or a
method requested by BARD), BARD shall promptly notify PROCYTE and shall include
in its notice all facts in BARD's possession relating to the same. In said
event, PROCYTE hereby agrees to defend (utilizing counsel reasonably acceptable
to BARD), indemnify, save and hold BARD harmless from and against all costs,
liabilities and expenses incident to any such suit. It is expressly agreed that
PROCYTE shall have the exclusive right to settle such suit on such terms as it
deems appropriate and to replace, or refund the purchase price of, the
infringing PRODUCT or otherwise cure any infringement on account of which the
use or sale the PRODUCT is prevented.

XI.      LICENSE

11.01 PROCYTE hereby acknowledges that a reliable and continuous source of
supply of PRODUCTS is imperative to BARD's successful marketing efforts.
Therefore, as a material inducement to the execution of this Agreement by BARD,
PROCYTE hereby grants to BARD a current license and sublicense of its rights
under the LICENSE AGREEMENT (in each case without the right to sublicense) under
existing and PROPRIETARY RIGHTS to manufacture, have manufactured, use and sell
PRODUCTS in the FIELD throughout the TERRITORY, subject to the terms hereof. The
grant described in this Article 11.01 shall be deemed to automatically apply to
PROPRIETARY RIGHTS relating to IMPROVEMENTS as such PROPRIETARY RIGHTS come into
existence. BARD agrees, however, to withhold the exercise of its rights for each
PRODUCT under this current license until the happening of any one or more of the
following events with respect to the PRODUCT:

         (i) PROCYTE becomes insolvent, makes a general assignment for the
benefit of its creditors, files or has filed against it a petition in bankruptcy
which is not dismissed before an order for relief is entered or files a petition
in any State or Federal


                                       16
<PAGE>

proceeding seeking relief from its creditors if any such action prevents PROCYTE
from meeting its manufacturing and shipping obligations for the PRODUCT under
this Agreement;

         (ii)     PROCYTE has ceased manufacturing the PRODUCT in accordance
with Article 2.04;

         (iii) PROCYTE, during any [ * ] within a period of [ * ], fails to
deliver to BARD all quantities of PRODUCT ordered in accordance with this
Agreement for delivery in a calendar quarter and such failure continues for (a)
ten (10) days after BARD has given written notice to PROCYTE of such failure and
(b) in the case of force majeure (as described in Article 15.04, ninety (90)
days thereafter; or

         (iv) PROCYTE, on [ * ] within a period of [ * ] for reasons other than
force majeure (as described in Article 15.04), delivers to BARD PRODUCT which
has been ordered in accordance with this Agreement for delivery in a calendar
quarter and [ * ] of such delivered quarterly amount does not conform to the
SPECIFICATIONS, provided such nonconformity is not attributable to damage in
transit and such nonconformity is documented in writing by BARD within fifteen
(15) days of its receipt of the nonconforming PRODUCT and at least forty-five
(45) days in advance of the next nonconforming delivery.

11.02 The current license granted to BARD pursuant to Article 11.01 is
exclusive, except PROCYTE retains the right to manufacture or have manufactured
PRODUCTS (i) in the TERRITORY for sale and use outside the TERRITORY and (ii)
for sale to BARD hereunder until exercise of BARD's rights as provided in the
Article 11.01 and fulfillment of BARD's outstanding orders. BARD's obligations
under Article 2.03 shall also apply to its exercise of the license granted in
Article 11.01.

11.03 In the event BARD elects to utilize the current license granted under
Article 11.01 for a PRODUCT, it shall so notify PROCYTE in writing within thirty
(30) days of BARD's knowledge of an occurrence referred to in Article 11.01
involving the PRODUCT. In the event BARD does so, its obligation to purchase,
and PROCYTE's obligation to sell, the PRODUCT shall terminate hereunder (except
as to outstanding orders, unless otherwise agreed) and BARD shall promptly
reimburse PROCYTE for any future costs and expenses (including reasonable
attorneys fees) it incurs in the PROPRIETARY RIGHTS in the TERRITORY [ * ]. In
the event BARD issues to PROCYTE a notice described in this Article 11.03,
PROCYTE


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covenants to furnish to BARD, [ * ], within [ * ] of PROCYTE's receipt of BARD's
notice, all technical information, data and know-how in its possession as may be
necessary in order for BARD to manufacture or have manufactured the PRODUCT, and
to permit BARD to have immediate access to and use of the [ * ] that is not
associated with the manufacture of other PRODUCTS as to which BARD has not
exercised its license rights. BARD shall not use the PROPRIETARY RIGHTS for any
purpose other than permitted by the license.

11.04 In the event BARD elects to utilize the current license granted under
Article 11.01, BARD shall pay PROCYTE a royalty of [ * ] of NET SALES of
PRODUCTS. Notwithstanding the foregoing, in the event any PRODUCTS are not
covered by a VALID CLAIM or a claim in a patent application included in the
PROPRIETARY RIGHTS in the country of manufacture or sale at the time of
manufacture or sale, the royalty rate on NET SALES of such PRODUCTS shall be
[ *]. Royalties, if any, payable under this Article 11.04 shall be payable in
United States dollars and shall be paid quarterly within [ * ] following the
last day of each calendar quarter following the first commercial sale of
PRODUCTS manufactured by BARD or manufactured for BARD by a third party. With
respect to sales of PRODUCTS on which royalties are payable hereunder,
conversions to United States dollars shall be made as of the last business day
of each quarter based upon the applicable average exchange rates quoted by the
Wall Street Journal for such day. Notwithstanding the foregoing, BARD shall pay
PROCYTE a minimum quarterly royalty (which shall be offset against any actual
royalty payment for the quarter) based on sales as calculated in Article 7.06 if
BARD has exercised its license rights as to all PRODUCTS. At the time of BARD's
remittance of each royalty payment, if any, BARD shall furnish to PROCYTE a
report showing the NET SALES and total number of each type of PRODUCTS sold by
BARD or any AFFILIATE of BARD during the quarter to which the royalty payment
relates and sufficient information from which the royalties payable may be
determined. BARD hereby grants to PROCYTE the right, during normal business
hours and upon reasonable advance notice to BARD, to have an independent
certified public accounting firm, reasonably acceptable to BARD, inspect BARD's
records relating to all items on which royalties are payable hereunder, no more
often than annually, for the purpose of ascertaining the truth and accuracy of
information contained in royalty reports furnished to PROCYTE by BARD. The cost
of any such audit shall be borne by PROCYTE; provided, however, in the event any
such audit (other than the first audit) indicates a discrepancy of five percent
(5%) or more, to the detriment of PROCYTE, between


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<PAGE>

royalties actually paid hereunder and royalties actually owing, BARD, within
thirty (30) days of receipt from PROCYTE of a copy of the auditor's report
evidencing such discrepancy, shall reimburse PROCYTE for the actual incurred
cost of such audit.

11.05 Notwithstanding the provisions of Article 11.04, BARD's license in Article
11.01, to the extent notice of exercise has been given pursuant to Article 11.03
for a PRODUCT, shall become a fully paid up, nonexclusive license throughout the
TERRITORY in the FIELD [ * ].

11.06 Notwithstanding anything to the contrary contained herein, BARD shall
retain all rights given to a licensee under Section 365(n) of the Bankruptcy
Code (11 U.S.C. Section 365 (n)).

XII.     CONFIDENTIALITY

12.01 The parties hereby expressly agree that all CONFIDENTIAL INFORMATION made
available by one party to the other, pursuant to the terms of this Agreement,
shall be held in strict confidence by the receiving party during the term of
this Agreement and for a period of three (3) years thereafter and shall be
utilized by the receiving party solely in furtherance of the objectives of this
Agreement.

12.02 Upon the expiration or termination of this Agreement, each party shall
promptly return to the other all CONFIDENTIAL INFORMATION disclosed to it
hereunder and all copies thereof; provided however, each party shall have the
right to retain one (1) copy of all such CONFIDENTIAL INFORMATION under lock and
key for archival purposes in the event any dispute should arise between the
parties with respect to the same.

XIII.    [ * ]

13.01 PROCYTE shall purchase on BARD's behalf the [ * ] described on Schedule C.
Title to such [ * ] shall automatically vest in BARD, and PROCYTE shall cause
the seller of such [ * ] to issue, listing BARD as purchaser, a bill of sale or
other proof of ownership for such [ * ]. BARD shall promptly pay for such
purchase of [ * ] and reimburse PROCYTE for the reasonable and actually incurred
cost of any [ * ]; provided, however, that in no event may the total purchase
price of such [ * ] without the express written consent of BARD.


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13.02 PROCYTE will assure that the [ * ] is delivered to, or is otherwise
on-site at, PROCYTE's facility or other facilities as directed by PROCYTE, in
which case PROCYTE shall provide BARD with a written notification of the exact
location of such [ * ]. PROCYTE hereby acknowledges that the [ * ] is the sole
and exclusive property of BARD. BARD shall provide identification and ownership
tags for the [ * ], and PROCYTE shall ensure that such tags are properly placed
and maintained on all [ * ]. PROCYTE hereby covenants that, during the term of
this Agreement: (i) PROCYTE and any subcontractor of PROCYTE using the [ * ]
shall give top priority for use of the [ * ] to fill BARD's firm purchase orders
for PRODUCTS; (ii) PROCYTE shall not encumber any of the [ * ], nor shall
PROCYTE permit the [ * ] to become encumbered as a result of any act or omission
of PROCYTE or any subcontractor of PROCYTE; (iii) PROCYTE or PROCYTE's
subcontractor shall be solely responsible for the routine repair and maintenance
of the [ * ] in accordance with the manufacturers' specifications; provided that
repairs of [ * ] other than routine maintenance and repairs shall be subject to
the prior approval and consent of BARD, which shall not be unreasonably withheld
or delayed, and BARD shall pay for repairs other than routine maintenance and
repairs to which it has consented; and (iv) within thirty (30) days following
each anniversary date of this Agreement, PROCYTE shall furnish BARD with a
report detailing the current condition of the [ * ], such report to contain a
listing of all non-routine repairs and maintenance performed since the previous
such report. In the event any item of [ * ] shall become inoperable as a result
of a negligent or intentional act or omission of PROCYTE or a subcontractor of
PROCYTE, including, without limitation, PROCYTE's or such subcontractor's
failure to perform routine maintenance and repair, PROCYTE agrees that, at
BARD's sole option, PROCYTE shall either repair or replace such item at
PROCYTE's sole expense.

13.03 Within thirty (30) days following termination or expiration of this
Agreement for any reason, PROCYTE shall elect to (A) purchase all or a portion
of the [ * ] at its then current net book value and/or (B) return the [ * ] to
BARD, or cause the [ * ] to be returned to BARD, such return to occur no later
than six (6) months following PROCYTE's election, F.O.B. point of shipment, the
same to be shipped to such facility in the U.S. as BARD directs. In the event
BARD issues a notice to PROCYTE pursuant to Article 11.03, then within six (6)
months following the date of such notice, PROCYTE shall properly pack and
return, or cause to be properly packed and returned to BARD, F.O.B. point of
shipment, all [ * ] which is utilized in the manufacture of the PRODUCT(S) which
was the subject of the notice issued by


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<PAGE>


BARD. For purposes of this Article XIII current net book value shall mean the
value of the [ * ].

XIV.     TERM/TERMINATION

         14.01    This Agreement  shall commence on the EFFECTIVE DATE and shall
continue  thereafter  through [ * ].

         14.02 In the event of a material breach or default by either of the
parties hereto of any term or provision of this Agreement on their respective
parts to be observed or performed, the party who is not in breach or default
shall have the right to give the other party notice thereof, whereupon the party
receiving such notice shall have thirty (30) days to cure or cause the cure of
such breach or default, or if the same cannot reasonably be cured within such
thirty (30) day period, the party receiving such notice shall, within said
period, commence or have caused the commencement of such cure and thereafter
continue to diligently prosecute or cause the prosecution of cure of the same.
If such breach or default is so cured, this Agreement, shall remain in full
force and effect. If such breach or default is not so cured, this Agreement,
shall immediately terminate upon notice of termination given to the party which
failed to so cure such breach or default. The right to terminate shall be in
addition to any other remedies a party may have.

         14.03 The rights and obligations of the parties under Articles 7.05,
7.06, VIII, IX, 11.05 (as to license rights that have become fully paid up), XII
and 13.02 (last two sentences) and any accrued obligations shall survive
expiration or termination of this Agreement.

XV.      MISCELLANEOUS

         15.01 All notices required or permitted to be given under this
Agreement shall be in writing and shall be deemed effective and given when
delivered in person or sent by certified or registered mail, postage and
certification prepaid, return receipt requested, addressed to the party to be
notified at its address first above written or to such changed address as the
party may direct by notice given in the aforementioned manner. In the case of
notices to BARD, the same shall be directed to the attention: President and a
copy thereof shall be sent in the aforementioned manner to: C.R. Bard, Inc.,
Attention: General Counsel, 730 Central Avenue, Murray Hill, NJ


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<PAGE>


07974. In the case of notices to PROCYTE, the same shall be directed to the
attention of President.

         15.02 This Agreement may not be assigned by either of the parties
hereto without the express prior written consent of the non-assigning party;
provided however, either party may assign this Agreement, upon notice to but
without the consent of the non-assigning party, to any AFFILIATE of such party
or to any person or entity which purchases substantially all of the stock or
substantially all of the assets of the assigning party relating to the FIELD,
and which agrees in writing to be bound by the terms hereof.

         15.03 This Agreement shall be binding upon and inure to the benefit of
the respective successors of the parties and their permitted assigns.

         15.04 Notwithstanding anything to the contrary contained in this
Agreement, other than as provided in Article 11.01(ii), in the event either
party is delayed or prevented from fulfilling any of their respective
obligations under this Agreement for any reason beyond its reasonable control
including but not limited to, acts of God, fire, strike, flood, riot, war, delay
of transportation, or inability to obtain necessary raw materials through normal
commercial channels, then such party shall not be liable under this Agreement
for any such delay or failure.

         15.05 None of the provisions of this Agreement shall be deemed to have
been modified, amended or waived by any act on the part of either party, its
agents or employees, except by an instrument in writing signed by an authorized
officer of the waiving party or by officers of both parties in the case of an
amendment or modification. No waiver by either party of any breach or default
under this Agreement by the other party shall be effective as to any other
breach or default of the same or any other provisions of this Agreement.

         15.06 In the event any term or provision of this Agreement is held, by
a court of competent jurisdiction from which there is no appeal, to be invalid,
illegal or contrary to public policy, this Agreement shall be construed as
though such term or provision did not appear herein and the remaining provisions
of this Agreement shall continue in full force and effect.

         15.07 The Article headings of this Agreement are intended for
convenience of reference only and shall not define or limit the provisions of
this Agreement.

         15.08 This Agreement shall be governed and construed in all respects in
accordance with the internal laws of the State of Washington.


                                       22
<PAGE>


         15.09 This Agreement, the Schedules hereto and any purchase order
issued by BARD pursuant to the terms of this Agreement constitute the entire
Agreement and understanding between the parties with respect to the subject
matter hereof and supersede any and all prior negotiations and understandings
between the parties hereto, oral or written, with respect to the subject matter
hereof.

         15.10 In performing this Agreement, BARD is and shall be at all times
an independent contractor and not an agent or legal representative of PROCYTE.
BARD shall not assume or create any obligation, express or implied, on the part
of PROCYTE or make any representation, warranty or guarantee on behalf of or in
the name of PROCYTE. BARD shall be responsible for all of its costs and expenses
in performing its obligations hereunder.

XVI.     TRADEMARKS

         16.01 PROCYTE grants to BARD and its AFFILIATES [ * ] license to
utilize the TRADEMARKS in the FIELD throughout the TERRITORY on and in
connection with the promotion of the PRODUCTS provided by PROCYTE hereunder and,
with respect to PRODUCTS resulting from the exercise of BARD's license rights
under Article XI, until royalties on Net Sales thereof are no longer accruing
under Article 11.04. The parties agree that: (i) all references to the
TRADEMARKS by BARD or any AFFILIATE of BARD in promotional literature will
indicate that PROCYTE is the owner of the TRADEMARK and that the TRADEMARK is
used under license by BARD; (ii) BARD and its AFFILIATES may utilize any
trademark, trade name or logo owned by or licensed to BARD on and in connection
with the promotion of the PRODUCTS and, at BARD's option, such trademark(s),
trade name(s) or logo(s) may be displayed more prominently than the TRADEMARKS;
(iii) nothing contained in this Article 16.01 is intended to transfer to PROCYTE
any ownership interest in any trademark, trade name or logo owned by or licensed
to BARD or to transfer to BARD any ownership interest in any TRADEMARKS; (iv)
upon written request, BARD shall provide to PROCYTE samples of its then-current
labeling and promotional literature, and PROCYTE shall have the right to review
and request reasonable changes, if appropriate, to the use of any TRADEMARKS;
(v) neither will contest, or join any third party in contesting, the validity of
any trade name, trademark or logo used on or in connection with the PRODUCTS
which is owned by or licensed to the other party nor permit any of its
AFFILIATES to do so; and (vi) BARD shall continue to use the TRADEMARKS on and
in connection with the PRODUCTS.


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XVII.    THIRD PARTY AGREEMENTS

         17.01 In the event PROCYTE receives a notice of breach under the
LICENSE AGREEMENT related to a PRODUCT, PROCYTE shall immediately notify BARD
and provide to BARD all information reasonably related to the alleged breach. In
the event BARD makes a good faith determination that PROCYTE has breached the
LICENSE AGREEMENT, BARD may request PROCYTE to cure such breach in order to
prevent termination of the LICENSE AGREEMENT, and PROCYTE agrees to review such
request in good faith. If PROCYTE fails to take steps to cure the alleged breach
following a request by BARD to do so, BARD may but is not obligated to cure such
breach at BARD's sole expense and on PROCYTE's behalf. In the event BARD elects
not to cure the alleged breach on PROCYTE's behalf, PROCYTE agrees that it will
continue to periodically report to BARD on the status of the dispute and BARD
shall have the continued right to cure the alleged breach at BARD's sole expense
and on PROCYTE's behalf. In the event PROCYTE wishes to settle the dispute
surrounding the alleged breach, it may ask BARD to contribute to such proposed
settlement. While BARD is not required to contribute to any such settlement, it
may choose to accommodate PROCYTE's request, in which event BARD shall be
entitled to offset any amounts which BARD contributes to such settlement against
any amounts which BARD owes PROCYTE under this Agreement.

XVIII.  COMPLAINT HANDLING

         18.01 PROCYTE shall maintain a system of PRODUCT complaint recording
and reporting, and shall be responsible for preparation and filing of all
required reports of complaints and adverse events regarding PRODUCTS of which it
has knowledge, in compliance with prevailing international, Federal, state
and/or local regulatory requirements, shall advise BARD of all such reports, and
shall provide BARD with a written copy of the result of all investigations
related to such reports. BARD agrees to notify PROCYTE of customer complaints
which it receives relating to the PRODUCTS. With respect to complaints
indicating a possible adverse reaction to or from any of the PRODUCTS which in
BARD's reasonable opinion requires the filing of a Medical Device Report with
FDA, such notification shall occur within two (2) days of receipt by BARD of the
complaint. Otherwise, BARD shall so notify PROCYTE of PRODUCT complaints as soon
as possible following BARD's receipt thereof. All information collected by BARD
in investigating a complaint or other occurrence will be provided by BARD to
PROCYTE, and BARD agrees to make reasonable efforts to obtain any additional
medical or technical information which PROCYTE may request. PROCYTE and BARD
agree to cooperate in sharing information and evaluating any reports regarding
adverse reactions to assess the relationship of such to the PRODUCTS.


                                       24
<PAGE>


         IN WITNESS WHEREOF, the respective parties have caused this Agreement
to be executed in duplicate by their respective duly authorized officers both as
of the date and year first above written.

BARD:                                           PROCYTE:

Bard Medical Division,                          ProCyte Corporation
C. R. Bard, Inc.

By: /s/ John H. Weiland                         By: /s/ John F. Clifford
    ----------------------------                    ----------------------------

Title: Group President                          Title: President & CEO
       --------------------------                    ---------------------------


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<PAGE>

                                             SCHEDULE A

                                       DESCRIPTION OF PRODUCTS

Current:

         Iamin-Registered Trademark- Hydrating Gel  - contains copper peptide

                  15 gram tube              24 tubes/case     Reorder #M40023
                  90 gram tube              12 tubes/case     Reorder #M40022

         Iamin-Registered Trademark- Wound Cleanser - contains copper peptide

                  8 ounce spray bottle      6/case            Reorder #WC008
                  2/3rd ounce unit dose     24/box            Reorder #WC023

         OsmoCyte-Registered Trademark- Pillow Wound Dressing

                  1.5 inch x 3 inch         10/box            Reorder #L40037
                  3 inch x 3 inch           10/box            Reorder #L40034
                  4 inch x 4 inch           10/box            Reorder #L40035

         ProCyte Transparent Film Dressing

                  2.375 inch x 2.75 inch    100/box           Reorder #TF023
                  4 inch x 5.5 inch         50/box            Reorder #TF045
                  6 inch x 6 inch           25/box            Reorder #TF066
                  8 inch x 10 inch          10/box            Reorder #TF810

         OsmoCyte-Registered Trademark- PCA Pillow Wound Dressing - contains
         copper peptide
                  1.5 inch x 3 inch         10/box
                  3 inch x 3 inch           10/box
                  4 inch x 4 inch           10/box

         Iamin-Registered Trademark- Hydrating Gel II - contains copper
         peptide and glycerin (name subject to change or product may replace
         current Iamin-Registered Trademark- Hydrating Gel)

                  15 gram tube               24 tubes/case
                  90 gram tube               12 tubes/case

         OsmoCyte-Registered Trademark- Island Dressing

                  4.5 inch x 4.5 inch        Pending
                  2.5 inch x 2.5 inch        Pending



                                       26
<PAGE>


                                   SCHEDULE B

                     PATENTS AND PATENT APPLICATIONS IN THE
                                   TERRITORY
<TABLE>
<CAPTION>
Owned by PROCYTE:
<S>                       <C>

US Patent:                Use of GHL:Cu as a Wound Healing and Anti-Inflammatory Agent
US Patent No.:            4,760,051
Issued:                   July 26, 1988

US Patent:                Method for Inducing Biological Coverings in Wounds
US Patent No.:            4,810,693
Issued:                   March 7, 1989

US Patent:                Method of Healing Wounds in Horses
US Patent No.:            4,937,230
Issued:                   June 26, 1990

US Patent:                Cosmetic and Skin Treatment Compositions
US Patent No.:            5,348,943
Issued:                   September 20, 1994

Canadian Patent:          Use of GHL:Cu as a Wound Healing and Anti-Inflammatory Agent
Patent No.:               1,286,988
Issued:                   July 30, 1991

Canadian Patent:          Cosmetic and Skin Treatment Compositions
Patent No.:               1,335,568
Issued:                   May 16, 1995

Licensed by PROCYTE:

US Patent:                Method for Preparing Polyacrylonitrile Copolymers by
                          Heterogeneous Reaction of Polyacrylonitrile Aquagel
US Patent No.:            4,943,618
Issued:                   July 24, 1990
</TABLE>


                                       27
<PAGE>


                                   SCHEDULE C

                             DESCRIPTION OF TOOLING

                            [ * ]







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                                   SCHEDULE D

                                   TRADEMARKS

         1.       Iamin (U.S. Registration Only)

         2.       OsmoCyte (U.S. Registration Only)


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<PAGE>


                                   SCHEDULE E

                      TERMS AND CONDITIONS OF SALE/PURCHASE

1.       Taxes. Prices do not include sales, excise, use or other taxes, duties
         or fees now in effect or hereafter levied which PROCYTE may be required
         to pay or collect in connection with the sale of PRODUCTS to BARD; all
         such taxes, duties and fees shall be for the account of BARD, who shall
         pay PROCYTE net thirty (30) days following receipt of an invoice
         relating thereto.

2.       Delivery. All PRODUCTS shall be delivered to BARD F.O.B. PROCYTE's
         manufacturing facility. Title to and risk of loss shall pass to BARD on
         delivery. PROCYTE shall have the right to make shipments and/or
         deliveries in separate lots and each such shipment or delivery shall
         constitute a distinct and separate contract.

3.       Inspection. BARD shall promptly inspect PRODUCTS upon receipt and
         either accept or reject them. BARD will be deemed to have accepted
         PRODUCTS if BARD fails to give written notice of rejection within 10
         days of receipt of PRODUCTS. Failure to so inspect or reject shall not
         waive PROCYTE's warranty obligations hereunder.



                                       30
<PAGE>

                                   SCHEDULE F

                       INITIAL SELLING PRICES FOR PRODUCTS

                                 (SEE ATTACHED)

      PROCYTE shall have the right upon written notice to BARD to increase
the [ * ], such increase to be effective on the [ * ] immediately following the
date of such notice. Any such increase shall be [ * ] between the effective date
of such increase and the date of the previous increase or, with respect to the
first increase, the EFFECTIVE DATE. In addition, at the end of each [ * ] period
following the EFFECTIVE DATE, PROCYTE shall be entitled to increase the [ * ],
effective during the [ * ], so that PROCYTE's [ * ].


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* Confidential Treatment Requested

                                       31
<PAGE>


                                     WOUND CARE PRODUCTS BARD PRICE LIST
                                                  SCHEDULE F

<TABLE>
<CAPTION>


                                                                                           12/18/97         12/18/97
                                                                                            Order            Price
                 Item                          Product Unit Size          Sample price  Price per case       each
--------------------------------------- --------------------------------- ------------- ---------------- ------------
<S>                                     <C>                               <C>           <C>              <C>
Iamin-Registered Trademark-Hydrating    15 gm tube - 24/case               [  *  ]         [  *  ]        [  *  ]
Gel
--------------------------------------- --------------------------------- ------------- ---------------- ------------
Iamin-Registered Trademark-Hydrating    90 gm tube - 12/case                [  *  ]        [  *  ]        [  *  ]
Gel
--------------------------------------- --------------------------------- ------------- ---------------- ------------
New Iamin-Registered Trademark-Gel      15 gm tube - 24/case                [  *  ]        [  *  ]        [  *  ]
--------------------------------------- --------------------------------- ------------- ---------------- ------------
New Iamin-Registered Trademark-Gel      90 gm tube - 12/case                [  *  ]        [  *  ]        [  *  ]
--------------------------------------- --------------------------------- ------------- ---------------- ------------
OsmoCyte-Registered Trademark-Pillow    0.75" x 6" - 10/box - 10            [  *  ]        [  *  ]        [  *  ]
Wound Dressing                          boxes/case
--------------------------------------- --------------------------------- ------------- ---------------- ------------
OsmoCyte-Registered Trademark-Pillow    1.5" x 3.0" - 10/box - 10           [  *  ]        [  *  ]        [  *  ]
Wound Dressing                          boxes/case
--------------------------------------- --------------------------------- ------------- ---------------- ------------
OsmoCyte-Registered Trademark-Pillow    3" x 3" - 10/box - 5 boxes/case     [  *  ]        [  *  ]        [  *  ]
Wound Dressing
--------------------------------------- --------------------------------- ------------- ---------------- ------------
OsmoCyte-Registered Trademark-Pillow    4" x 4" - 10/box - 5 boxes/case     [  *  ]        [  *  ]        [  *  ]
Wound Dressing
--------------------------------------- --------------------------------- ------------- ---------------- ------------
OsmoCyte-Registered Trademark-Pillow    1.5" x 3" - Bulk                    [  *  ]        [  *  ]        [  *  ]
Wound Drsg Nonsterile
--------------------------------------- --------------------------------- ------------- ---------------- ------------
OsmoCyte-Registered Trademark-Pillow    0.75" x 6" - 10/box - 10            [  *  ]        [  *  ]        [  *  ]
Wound Dressing                          boxes/case
--------------------------------------- --------------------------------- ------------- ---------------- ------------
OsmoCyte-Registered Trademark-Pillow    1.5" x 3.0" - 10/box - 10           [  *  ]        [  *  ]        [  *  ]
Wound Dressing                          boxes/case
--------------------------------------- --------------------------------- ------------- ---------------- ------------
OsmoCyte-Registered Trademark-Pillow    3" x 3" - 10/box - 5 boxes/case     [  *  ]        [  *  ]        [  *  ]
Wound Dressing
--------------------------------------- --------------------------------- ------------- ---------------- ------------
OsmoCyte-Registered Trademark-Pillow    4" x 4" - 10/box - 5 boxes/case     [  *  ]        [  *  ]        [  *  ]
Wound Dressing
--------------------------------------- --------------------------------- ------------- ---------------- ------------
OsmoCyte-Registered Trademark-Island    2.5" x 2.5" - 10/box - 5            [  *  ]        [  *  ]        [  *  ]
                                         boxes/case
--------------------------------------- --------------------------------- ------------- ---------------- ------------
OsmoCyte-Registered Trademark-Island    4.5" x 4.5" - 10/box - 5            [  *  ]        [  *  ]        [  *  ]
                                        boxes/case
--------------------------------------- --------------------------------- ------------- ---------------- ------------
Iamin-Registered Trademark-Wound        8 oz. spray bottle - 6/case         [  *  ]        [  *  ]        [  *  ]
Cleanser
--------------------------------------- --------------------------------- ------------- ---------------- ------------
Iamin-Registered Trademark-Wound        2/3 oz. unit dose - 24/box - 4      [  *  ]        [  *  ]        [  *  ]
Cleanser                                boxes/case
--------------------------------------- --------------------------------- ------------- ---------------- ------------
ProCyte Transparent Film Dressing       2.375" x 2.75" - 100/Box -          [  *  ]        [  *  ]        [  *  ]
                                        4/case
--------------------------------------- --------------------------------- ------------- ---------------- ------------
ProCyte Transparent Film Dressing       4" x 5.5" - 50/box - 4              [  *  ]        [  *  ]        [  *  ]
                                        boxes/case
--------------------------------------- --------------------------------- ------------- ---------------- ------------
ProCyte Transparent Film Dressing       6" x 6" - 25/box - 4 boxes/case     [  *  ]        [  *  ]        [  *  ]
--------------------------------------- --------------------------------- ------------- ---------------- ------------
ProCyte Transparent Film Dressing       8" x 10" - 10/box - 8 boxes/case    [  *  ]        [  *  ]        [  *  ]
--------------------------------------- --------------------------------- ------------- ---------------- ------------

</TABLE>


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* Confidential Treatment Requested
                                       32
<PAGE>


                                   SCHEDULE G

                                      [ * ]


[ * ]






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* Confidential Treatment Requested
                                     33