EXHIBIT 10(n)
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                  EXCLUSIVE LICENSE AND DISTRIBUTION AGREEMENT

                                     between

                               CEL-SCI CORPORATION
            a corporation incorporated under the laws of the State of
                  Colorado, of 8229 Boone Boulevard, Suite 802,
                              Vienna, VA 22182, USA
                                  ("Supplier")

                                       and

                       TEVA PHARMACEUTICAL INDUSTRIES LTD
           a limited liability company incorporated under the laws of
                     Israel, of 5 Basel Street, Petah Tiqva
                                  49131, Israel
                                    ("Teva")


WHEREAS  Supplier is  developing  the Product  defined below for approval in the
placecountry-regionU.S. and other countries in the world; and

WHEREAS Teva has the facilities, personnel and technical expertise and
capability to assist in the clinical trials done with the Product, obtain
regulatory approval for the Product, and market and distribute the Product in
the Territory and desires to undertake such activities in accordance with the
terms and conditions of this Agreement; and

WHEREAS Supplier has the know-how and facilities to manufacture or procure the
manufacture the Product and is prepared to supply the Product and to grant to
Teva the right and license to exclusively distribute the Product in the
Territory subject to the terms and conditions set out below.

NOW THEREFORE THE PARTIES AGREE AS FOLLOWS:

1.   INTERPRETATION AND DEFINITIONS

1.1. The preamble to this Agreement forms an integral part hereof.

1.2. Clause  headings in this Agreement are intended  solely for  convenience of
     reference  and  shall be  given no  effect  in the  interpretation  of this
     Agreement.

1.3. All appendices to this Agreement, whether attached at the time of signature
     hereof or signed by the parties at any time thereafter,  shall be construed
     as an integral part of this Agreement.

1.4. In this  Agreement,  the  following  expressions  shall  bear the  meanings
     assigned to them below and  cognate  expressions  shall bear  corresponding
     meanings.

     1.4.1.  "Affiliate"  - with  respect  to either  party,  means any  person,
          corporation,   company,   partnership  or  other  entity  controlling,
          controlled by or under common control with such party. For such

* Confidential treatment requested. Confidential portion has been omitted and
filed separately with the Securities and Exchange Commission.

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          purpose the term  "control"  means the  holding  of 50% or more of the
          common  voting  stock or  ordinary  shares  in,  or the  right to
          appoint 50% or more of the  directors  of, the said  corporation,
          company, partnership or entity.

     1.4.2. "the Territory" - collectively  placecountry-regionIsrael (including
          the  adjacent   territories  under  its   administration   and/or  the
          administration      of     the     Palestinian      Authority)     and
          placecountry-regionTurkey.

     1.4.3. "a Country" - individually, any one of the countries forming part of
          the Territory.

     1.4.4. "the Effective Date" - the date of signature of this Agreement.

     1.4.5.  "the  Regulatory   Approval"  -  the  approval  by  the  respective
          regulatory   authorities,   in  the   Territory,   of  the  marketing,
          distribution and sale of the Product, in the Territory.

     1.4.6. "the Approval Dates" - with regard to a particular Country, the date
          on which the regulatory authorities and all other relevant authorities
          in such Country, grant the Regulatory Approvals and all other relevant
          authorizations  necessary for the importation,  promotion,  marketing,
          distribution and sale of the Product in such Country.

     1.4.7. "the Launch Date" - with regard to a particular Country, the date on
          which a Product is first commercially sold in such Country.

     1.4.8.  "the  Product"  - the  finished  form  pharmaceutical  compositions
          manufactured in accordance with the  Specifications (as defined below)
          and described in Appendix A, including any dosage forms and strengths,
          drug  delivery  forms,   modifications  and/or  improvements  of  such
          compositions. Supplier will update Appendix A from time to time during
          the term of this Agreement to reflect the addition of any dosage forms
          and strengths, drug delivery forms,  modifications and/or improvements
          of the composition described on Exhibit A as of the date hereof.

     1.4.9. "the Substance" - the bulk active ingredient used in the manufacture
          of the Product.

     1.4.10. "the Field" - the treatment of head and neck cancer in humans.

     1.4.11.  "Formulation"  - the manufacture of the Product  utilising,  inter
          alia, the Substance, on the basis of the Formulation Technology.

     1.4.12. "the Formulation  Technology" - all of the  technological  know-how
          and expertise  required for the  Formulation of the Product  including
          without limitation  analytical  methodology and controls,  the precise
          composition of the Formulation of the Product,  the working  procedure
          for  the  Formulation  and  all  documentation   with  regard  to  the
          foregoing, as specified in the relevant dossier.

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     1.4.13. "the Specifications" - the specifications  identified in Appendix B
          with  regard to the  Product,  as may be amended  from time to time by
          Supplier (with written notice to Teva),  prior to regulatory  approval
          in a  Country  in  Supplier's  discretion,  and  following  regulatory
          approval in a Country,  with the agreement of Teva and Supplier  which
          shall not be  unreasonably  withheld  or  delayed.  For  clarity,  any
          changes to the  Specifications  under this Agreement  shall not modify
          Teva's obligations under the Clinical Trial Agreement.

     1.4.14.  "Quarter"  means a  complete  period  consisting  of the months of
          January to March,  April to June,  July to  September,  and October to
          December, all inclusive.

     1.4.15.  "Information" - any and all information  acquired in the course of
          the negotiation and performance of this Agreement  disclosed by either
          party herein, or which either party acquires relating to the business,
          finance or trade secrets of the other party.

     1.4.16. "GMP" - standards  of current Good  Manufacturing  Practice as laid
          down and as accepted  from time to time by the United  States Food and
          Drug Administration and the International  Conference on Harmonisation
          of Technical  Requirements  for  Registration of  Pharmaceuticals  for
          Human Use (ICH).

     1.4.17.  "Material  Events"  events (not within the  reasonable  control of
          either party) which have a significant  direct  adverse or significant
          beneficial impact on the position and/or marketability and/or sales of
          the Product in the Territory  during a given period or on the parties'
          economic  interests under this  Agreement,  such as, for example - but
          without limitation:

          1.4.17.1.  the entry  into the  market of  significant  new  competing
               products   or   significant    therapeutic   concepts   including
               significant   generic   competition,   and/or  the  cessation  of
               significant competing products in the market in any Country;

          1.4.17.2.  the  loss  of  or  increase  in a  significant  reimbursive
               allowance by a medical insurance fund;

          1.4.17.3.  significant  changes in the social  security  system in any
               Country  which  affect the upper limit on medical  practitioners'
               budgets for patient's medication;

          1.4.17.4.  a change  in the  specifications  of any  Substance  and/or
               Product,  resulting in an adverse  impact on  Supplier's  cost of
               Formulation of the Product;

          1.4.17.5. a significant  increase in Supplier's cost of Formulation of
               the  Product.

     1.4.18. "the  Material  Event  Procedure" - the procedure  outlined,  to be
          followed on the occurrence of a Material Event.

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     1.4.19. "Net  Sales" - the total  amount  actually  received by Teva or its
          Affiliates from the arms length sale of the Product,  provided that as
          to sales other than at arms  length,  the term "Net Sales"  shall mean
          the total  amount  that  would have been due in an arms  length  sale,
          according  to the then  current  conditions  for such sale or - in the
          absence  of  such  current   conditions  -  according  to   reasonable
          conditions for such sale, in all cases after deduction of:

          1.4.19.1.  sales taxes  (including  value  added  taxes) to the extent
               applicable to sales of the Product and not  collected  separately
               from the counter-party to such sales; and

          1.4.19.2.  credits  or  allowances,  if  any,  actually  granted,  and
               approved by Supplier,  on account of price adjustments,  recalls,
               rejections or return of the Product previously sold; and

          1.4.19.3.  all  shipment,  storage,  transportation  and other  direct
               administrative  expenses  required  for the  distribution  of the
               Product.

            and provided further that as to sales by Teva to its Affiliates, or
            between Affiliates of Teva, the terms "Net Sales" shall mean the
            higher of (i) "Net Sales" as defined above, with respect to sales
            other than at arms length; and (ii) the total amount actually
            received by Teva or the Affiliate, on resale to an independent third
            party purchaser after the deductions specified in Clauses 1.4.19.1,
            1.4.19.2 and 1.4.19.3 above, to the extent applicable.

     1.4.20.  "Manufacturing  Cost" means the actual costs of manufacturing  and
          supplying Product to Teva under this Agreement, which shall be the sum
          of the following costs, all of which shall be calculated on a per-unit
          basis  and  in  accordance  with   placecountry-regionU.S.   generally
          accepted accounting principles consistently applied:

          1.4.20.1.  The  amounts  paid by  Supplier  to a third  party  for (i)
               providing raw materials and packaging materials for producing the
               Product,  (ii)  storing,  transporting,  and insuring the Product
               (but excluding any  transportation  or insurance  costs for which
               Teva is responsible),  (iii) release testing of the Product,  and
               (iv) taxes  (other than income  taxes) and customs  duty  charges
               imposed  by   governmental   authorities   with  respect  to  the
               manufacture or supply of the Product,  in each case to the extent
               paid by Supplier  and not  reimbursed  or refunded or credited to
               Supplier,  and net of any discounts or other benefits received by
               Supplier  from third party  manufacturers  that provide  goods or
               services to Supplier with respect to Product; and

          1.4.20.2.  The  direct  costs and  charges  incurred  by  Supplier  in
               connection with the  manufacture,  filling,  finishing,  testing,
               labeling,    packaging,    storage,    release,    shipping   and
               transportation  of  the  Product  (but  excluding  any  shipping,
               transportation or insurance costs for which Teva is responsible).

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            Notwithstanding the foregoing, no cost, charge, or expense will be
            included in more than one of Clauses 1.4.20.1 and 1.4.20.2.

     1.4.21. "Supplier House Mark" means any trademark, trade name, domain name,
          or other name or mark used or  registered by Supplier or its Affiliate
          to identify itself at any time during the term of this Agreement.

     1.4.22. "Product  Trademark"  means any trademark,  trade dress  (including
          packaging design),  logo, slogan,  domain name and design,  whether or
          not  registered  in a country or  territory,  selected  in writing and
          owned by Supplier and used to identify or promote the Product.

2.    APPOINTMENT OF DISTRIBUTOR, DURATION

2.1.  Subject to the terms of this Agreement, Supplier hereby grants Teva the
      sole and exclusive right and license to market, distribute and sell the
      Product for the Field in the Territory and in accordance with the terms of
      this Agreement, and Teva accepts such right and licence. Teva may not
      sublicense or delegate such right except in accordance with the terms of
      Clause 24 below.

2.2.  This Agreement shall commence on the date hereof and unless terminated
      earlier in accordance with Clause 11 below, shall continue in each Country
      comprising the Territory, on a Product-by-Product basis, for an initial
      fixed term of ten (10) years from the Launch Date of each Product in the
      Country respectively. Without derogating from Clause 11, such initial term
      shall be renewed automatically, for additional successive terms of two (2)
      years each, unless either party provides the other with written notice, by
      not later than six (6) months before the scheduled commencement of any
      such renewal term, not to renew this Agreement in the relevant Country,
      either as a whole or with regard to any particular form or composition of
      the Products.

2.3.  Following the Launch Date of a Product, Teva shall be entitled at any time
      in its reasonable discretion to cease selling such Product in the
      Territory or in any one or more Countries comprising the Territory, for
      reasons of (i) medical safety, (ii) on legal or regulatory grounds or
      (iii) in the event that the Product, in any dosage form thereof, cannot be
      sold at a price which will facilitate Teva being able to show a profit
      (section 2.3(iii) shall be referred to as "Commercial Reasons"); provided
      that, Teva has notified Supplier in writing six (6) months in advance of
      its intention to cease sales of the Product in any specific Country for
      Commercial Reasons or has notified Supplier in writing as soon as
      practical for all other reasons. Promptly following such cessation, the
      parties shall meet and in good faith discuss the reasons for such
      cessation and the modifications, if any, to this Agreement to address the
      cause of such cessation. If such cessation due to Commercial Reasons
      continues for at least six (6) months in a Country, then Supplier shall
      have the right to terminate this Agreement solely with respect to the
      affected Country upon sixty (60) days' prior written notice to Teva.

3.    REGISTRATION

3.1.  Teva shall file applications for, obtain, and maintain the Regulatory
      Approvals with regard to each Product by the regulatory authorities in the
      Territory; provided, that to the extent permitted by applicable laws in

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      the Territory, Supplier will provide any chemistry, manufacturing and
      control information and clinical results necessary to obtain such
      Regulatory Approvals directly to the relevant authorities. Such
      applications shall be filed by Teva as soon as possible after the US/EU
      Launch Date (as defined below), and by not later than six (6) months after
      compliance by Supplier with Clauses 3.2 and 3.3 below; provided, that if
      Teva can show that the preparation of registration dossiers of an
      acceptable standard, on the basis of the documentation and information to
      be received by it pursuant to this Agreement will require more than six
      (6) months of preparation, then such period will be extended for such time
      as reasonably necessary to prepare such dossiers. All Regulatory Approvals
      shall be held by Teva in its name or the name of its nominee, and Teva
      shall be the owner thereof, subject to the terms and conditions of this
      Agreement. Teva shall fund the cost of procurement of the Regulatory
      Approvals. Teva agrees to comply in all respects with all applicable laws,
      legislation and/or regulations in the Territory in force from time to
      time. "US/EU Launch Date" means, with respect to a Product, the earlier
      of: (i) the date on which Supplier has first sold such Product in the
      placecountry-regionU.S.A. following the receipt of marketing approval of
      the regulatory authorities in the U.S.A and, (ii) the date on which
      Supplier has first sold such Product in the European Union following the
      receipt of marketing approval of the regulatory authorities in the
      European Union (either through the centralized EMEA approval procedure or
      through the national approval procedures of any of the following
      countries: placecountry-regionFrance, placecountry-regionGermany,
      placecountry-regionItaly, placecountry-regionSpain, or the
      placecountry-regionUnited Kingdom).
3.2.  Within thirty (30) days of the US/EU Launch Date for a Product, Supplier
      will provide Teva with such documentation as may be required by Teva for
      the purposes described in Clause 3.1 above, including without limitation
      the product registration dossier/s with regard to such Product.

3.3.  Within thirty (30) days of the US/EU Launch Date for a Product, Supplier
      shall make available to Teva, and Teva shall have the right to utilise for
      the purposes described in Clause 3.1 above, within the Territory only, all
      clinical data in Supplier's possession or control with regard to such
      Product, and any regulatory submissions for the Product; provided, that
      Supplier shall not be obligated to provide such data or submissions to
      Teva if such action would violate any obligations of confidentiality and
      non-use that may be imposed on Supplier by its third party collaborators
      with respect to data or submissions generated by such third parties.
      Supplier shall use its reasonable efforts to cause such third party
      collaborators to agree to the open exchange of such data and submissions
      among Supplier and its various collaborators throughout the world for the
      purposes of obtaining Regulatory Approval of the Product. For clarity,
      clinical data and regulatory submissions generated by Supplier itself
      shall be made available to Teva pursuant to this Clause 3.3 in any event.

4.    TEVA'S UNDERTAKINGS

Teva  undertakes  and agrees  with  effect  from the  Effective  Date and at all
subsequent times during the term of this Agreement:

4.1. to use all reasonable  endeavours to seek  regulatory  approval for, market
     and sell the  Product  in the  Territory  at its own cost and  expense  and
     subject  to the terms and  conditions  of this  Agreement,  subject  to the
     conditions set out in Clause 10, except where expressly agreed otherwise in
     writing;

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4.2.  to maintain adequate facilities at all times, including competent and
      experienced personnel and officers, and where required, storage and
      distribution facilities, to enable Teva to perform its obligations under
      this Agreement, including the management of all customer relationships,
      complaints, and returns;

4.3.  to purchase (and cause its Affiliates to purchase) the Product only from
      Supplier for the Territory;

4.4.  to inform Supplier from time to time of any matter in the Territory likely
      to affect, significantly, the Formulation and/or promotion, marketing and
      sale of the Product, including any alleged infringement of third party
      intellectual property rights;

4.5.  to use reasonable endeavors to prevent any sale, supply and/or export of
      the Product to customers outside the Territory by Teva or its customers;

4.6.  to inform Supplier of any complaints or information relating to the use or
      quality of the Substance or the Product or of any matter that may give
      rise to a product recall (as described in greater detail in the
      Pharmacovigilance Agreement referenced in Clause 13), but subject to the
      requirements of law or the regulatory authorities in the Territory, not to
      take any action with regard thereto without obtaining Supplier's prior
      written consent, such consent to be provided promptly and not unreasonably
      withheld by Supplier; and

4.7.  not to make any promise or guarantee or representation whatsoever with
      reference to the Product beyond those contained in the material supplied
      by, or approved in writing by, Supplier without Supplier's prior written
      consent.

5.    SUPPLIER'S UNDERTAKINGS

Supplier undertakes and agrees with Teva with effect from the Effective Date and
at all subsequent times during the term of this Agreement:

5.1. to  maintain  the timely  supply of the  Product  (as may be decided by the
     parties  during the terms of this  Agreement) for sale by Teva according to
     the forecasts provided by Teva and agreed by Supplier;

5.2.  to supply Teva with the Product in finished form, labeled and packed in
      accordance with the Specifications, GMP, the requirements of the
      regulatory authorities of the placecountry-regionU.S.A. and European
      Union, as applicable, and the terms and conditions of this Agreement. In
      addition, the Product's labeling for the Territory shall be prepared in
      accordance with Teva's written requirements for compliance with Teva's
      requirements (subject to Supplier's consent which shall not be
      unreasonably withheld or delayed) and the regulatory requirements in the
      Territory;

5.3.  to use reasonable endeavors to manufacture Product in accordance with any
      special regulatory requirements for the Territory as may be identified by
      Teva in writing from time to time;

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5.4.  to use reasonable endeavors to prevent parallel import and to prevent any
      sale, supply and/or import of the Product to the Territory by third
      parties;

5.5.  to provide Teva with any and all reasonable assistance required for the
      marketing and distribution of the Product (in each case, to the extent
      available to the Supplier), including without limitation, information,
      publications, marketing materials (as described in greater detail in
      Clause 17.2 below) and new developments regarding the Product, commercial
      activities and any other information which might be relevant for the
      marketing and distribution of the Product; and

5.6.  to bear all costs associated with product recalls, other than recalls
      initiated as a result of actions directly attributable to Teva's gross
      negligence or willful misconduct; and

5.7.  to inform Teva as soon as is practical of any changes in Supplier's
      organization or method of doing business which might affect the carrying
      out by Supplier of its duties hereunder.

6.    FORECASTS AND ORDERS; AUDITS

6.1.  As soon as practicable after execution of this Agreement and in any event
      by not later than the date one hundred and twenty (120) days prior to the
      anticipated Approval Date for either Country in the Territory, Teva shall
      submit to Supplier a forecast of its requirements of the Product for the
      first four Quarters immediately following the then anticipated Launch
      Date. At least one hundred and twenty (120) days before the commencement
      of each subsequent Quarter, Teva shall submit to Supplier an updated
      forecast of its requirements of the Product for the next four Quarters.
      Such forecasts shall be Teva's best estimate but shall not be binding,
      save as set out in Clause 6.2. Supplier may review and accept or modify
      any such forecasts submitted by Teva within ten (10) days of such
      submission and will inform Teva if the forecasted amounts of Product are
      likely to exceed Supplier's available capacity and inventory for the
      forecasted period. After the initial forecast, for each subsequent
      forecast the second quarter in such forecast (i.e., the quarter which is
      now binding but was in the most recent prior forecast considered to be
      non-binding) may not vary (either up or down) by more than fifty percent
      (50%) from the amounts forecasted to be ordered for such period in the
      most recent prior forecast submitted by Teva, except with the consent of
      Supplier.
6.2.  The forecast for the first Quarter referred to in Clause 6.1 and the first
      Quarter of each updated estimate submitted pursuant to Clause 6.1 above
      shall constitute a binding order by Teva. Teva may order amounts of
      Product in excess of the amounts forecast for such Quarter, and Supplier
      shall use commercially reasonable efforts to supply any such additional
      amounts ordered; provided, that Supplier shall be under no obligation to
      accept purchase orders for amounts exceeding one hundred twenty percent
      (120%) of the amount forecast for such Quarter. The quantities indicated
      for the remaining months of each rolling forecast will be treated as a
      forecast only and will not create any obligations for either Party.

6.3.  All Product ordered under this Agreement shall be pursuant to written
      purchase orders, each of which shall specify the quantity of clinical
      and/or commercial Product ordered and the requested delivery date. Teva

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      shall submit each such purchase order to Supplier no later than one
      hundred and twenty (120) days prior to the delivery date indicated in such
      purchase order. Any purchase orders for Product submitted by Teva shall
      reference this Agreement and shall be governed exclusively by the terms
      contained herein, and shall be consistent with the terms of this
      Agreement, including this Article 6. Any term or condition in any order,
      confirmation or other document furnished by Teva or Supplier that is in
      any way inconsistent with the terms and conditions of this Agreement is
      hereby expressly rejected. Orders placed by Teva shall be subject to
      acceptance by Supplier. Supplier will provide Teva with written notice of
      acceptance of all orders, within ten (10) business days of the placement
      thereof (for those binding forecasts accepted as described in Clause 6.1
      above), save in the case of any excess orders (as described in Clause 6.2
      above) or Supplier being unable, for objective good cause which is not due
      to the Supplier's act and/or omission (and not due to a lack of capacity),
      to fulfill any order in whole or in part.

6.4.  Risk and title to the Product shall pass to Teva when such Product is
      tendered to the carrier at the designated point for shipment by air
      transport from the placecountry-regionUnited States of America (FCA,
      Incoterms 2000). In addition, Supplier shall be in charge of arranging for
      the shipment and insurance (and paying for such amounts) of the Products
      to Teva's designated customs point in Israel. Teva shall reimburse
      Supplier for such amounts promptly upon submission of an invoice for such
      payments and shall be entitled to deduct such amounts paid from the Net
      Sales.

6.5.  In the event that Supplier is unable to supply all orders on time,
      Supplier agrees to provide Teva with order status reports at least once a
      week in a format to be agreed. Such reports shall document the
      manufacturing capacity of Supplier at the date of each respective report,
      the stages which Supplier is taking to return to timely deliveries, and
      the anticipated date of delivery of all outstanding orders, as well as any
      other information which Teva may reasonably require at such time.

6.6.  Upon written request to Supplier, Teva shall have the right no more than
      once per calendar year to have representatives visit the manufacturing
      facilities of Supplier during normal business hours to review
      manufacturing operations, to assess its compliance with GMP and quality
      control procedures, and to discuss any related issues with Supplier's
      manufacturing and management personnel. During the term of this Agreement,
      Supplier shall permit any regulatory authority from the
      placecountry-regionU.S.A., European Union or Territory which wishes to
      audit such facilities to do so, in order to ensure compliance by Supplier
      with the quality standards referred to above.

6.7.  If Supplier's output of Product is reduced or if Supplier is otherwise
      unable to satisfy its outstanding orders of Product (e.g., due to
      unanticipated demand), Supplier shall satisfy any of Teva's outstanding
      binding purchase orders by allocating its available supply among Teva,
      Supplier's other customers, and Supplier's own requirements for sale in
      territories retained by Supplier in a fair and equitable manner as
      reasonably determined by Supplier, and in accordance with each such
      recipient's pro rata share of Product sales during the previous four (4)
      Quarters. The allocation mechanism described in this Clause 6.7 will not
      derogate from Teva's rights or remedies under this Agreement with respect
      to ordered quantities of Product that are not delivered by Supplier in
      accordance with the terms of this Agreement.

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7.    PRICE AND TERMS OF PAYMENT

7.1.  Participation in clinical trials: Teva shall take upon itself, at its
      cost, the performance of certain activities related to the conduct of a
      clinical trial in placecountry-regionIsrael, as part of a global Phase 3
      trial for the Product, as described in further detail in the clinical
      trial agreement attached to this Agreement as Appendix D (the "Clinical
      Trial Agreement"). For the avoidance of doubt, any obligation of a party
      under the Clinical Trial Agreement shall be treated as an obligation under
      this Agreement.

7.2.  Price: The amounts to be paid by Teva to Supplier in connection with the
      supply of Product shall be as follows:

            (a) for supplies of Product to be used for the conduct of activities
      under the Clinical Trial Agreement, a service charge for providing the
      Product equal to **** ******* *** ***** ***** US Dollars per vial of
      Product (as described in the Specifications); and

            (b) for all other supplies of Product, the greater of: (i) * percent
      of the Net Sales of such Product, and (ii) * percent (*%) of Supplier's
      Manufacturing Cost for such quantity of Product.

7.3.  With every delivery of the Product to Teva, Supplier shall send Teva an
      invoice. For commercial supplies of Product, the initial transfer price
      for each unit of Product shall be based upon the average Net Sales per
      unit as described in the latest Sales Certificate (defined below). All
      payments shall be made within thirty (30) days from the last day of the
      month in which the invoice was issued, in a manner of a bank transfer to a
      bank account number, provided by Supplier to Teva sufficient time in
      advance of such bank transfer.

7.4.  Within thirty (30) days of the end of each Quarter, Teva shall prepare and
      deliver to Supplier a certificate ("the Sales Certificate") setting out
      details of the Net Sales of the Product by Teva during the relevant
      Quarter, including the gross sales price and any deductions described in
      the definition of Net Sales. Notwithstanding the foregoing, Teva shall
      prepare and deliver the first placeCitySales Certificate together with its
      first order of Products for non-clinical use. All Sales Certificates for
      periods prior to the Launch Date will include Teva's reasonable non
      binding estimate of the anticipated sales price and relevant deductions.

7.5.  At the end of each calendar year, Teva will prepare a summary of the
      previous year's Net Sales and will calculate the payments already paid by
      Teva and a true-up payment will be made by the applicable party in order
      to reconcile the amounts paid with the purchase prices described in Clause
      7.2.

7.6.  To the extent that sales are effected by Teva, other than in United States
      Dollars, Teva shall convert the sum of such sales into US Dollars in
      accordance with the selling rate for such currency quoted in the Wall
      Street Journal last published on the business day on which Teva remits
      payment to Supplier.

7.7.  Teva shall keep full and true books of account and other records in
      accordance with generally accepted accounting practice in
      Israel so that details of sales of the Product, and

                                       10
<PAGE>

      Teva's payment obligations in respect thereof, may be properly
      ascertained. Teva shall preserve such books and records for three (3)
      years after the calendar year to which they pertain. Such books and
      records shall be open to inspection by an independent certified public
      accountant selected by Supplier, and subject to confidentiality
      obligations as strict as in this Agreement, at Supplier's expense, during
      normal business hours upon ten (10) business days' prior written notice,
      for the purpose of verifying the accuracy of the reports and computations
      rendered by Teva. In the event Teva underpaid the amounts due to Supplier
      with respect to the audited period by more than five percent (5%), Teva
      shall pay the reasonable cost of such examination, together with the
      deficiency not previously paid, within thirty (30) days of the last day of
      the month of the date of receipt of notice from Supplier.

7.8.  Other than V.A.T. and comparable taxes, all payments by Teva are inclusive
      of all taxes and/or duties, of whatsoever nature, which are now or may
      hereafter be imposed with regard to any such payments, including without
      limitation withholding taxes.

8.    WARRANTY AND INSPECTION

8.1.  Supplier warrants that at the time of delivery, the Product shall meet the
      Specifications.

8.2.  At the time of delivery of each consignment of the Product, Supplier shall
      deliver a Certificate of Analysis showing that the relevant Product
      conforms to the Specifications.

8.3.  Teva may elect to inspect each consignment of the Product within forty
      five (45) days of receipt of the Certificate of Analysis from Supplier.

8.4.  In the event that the Product is shown by Teva to be not in accordance
      with Specifications on receipt, or if there is a shortfall in the number
      of the Product contained in the delivered consignment, then Teva shall
      notify Supplier to this effect no later than sixty (60) days after receipt
      of the Product in question. If no such notice of rejection is received by
      Supplier within such sixty (60) day period, Teva shall be deemed to have
      accepted such shipment of Product, except with respect to any Latent
      Defect, as defined below. Once Teva accepts, or is deemed to have
      accepted, a shipment of Product, Teva shall have no recourse against
      Supplier under this Clause 8 if the Product is subsequently deemed
      unsuitable for use for any reason, except with respect to any Latent
      Defect. If Supplier disagrees with Teva's determination that certain
      Product does not meet the Specifications, such Product shall be submitted
      to a mutually acceptable third party laboratory. Such laboratory shall
      determine whether such Product meets the Specifications, and the Parties
      agree that such laboratory's determination shall be final and
      determinative. The Party against whom the third party laboratory rules
      shall bear all costs of the testing. If such laboratory determines or the
      Parties agree that such shipment meets the Specifications, then such
      shipment shall automatically be deemed to have been accepted by Teva, and
      Teva shall pay the purchase price for the quantities of Product initially
      rejected by Teva. As used in this Clause 8.4, "Latent Defect" means any
      Product defect, including without limitations, non-conformity with the
      Specifications that could not have been revealed by Teva's visual
      inspection of Product or upon inspection of the corresponding Certificate
      of Analysis.

                                       11
<PAGE>

8.5.  In the event that Supplier agrees, or the third party laboratory
      determines, that a shipment of Product contains non-conforming goods or a
      shortfall, then Supplier shall replace, at its own cost and expense, the
      defective quantity, or make up the shortfall as the case may be or, at its
      option, allow Teva credit for the defective quantity or shortfall,
      whichever is appropriate.

8.6.  Supplier hereby represents and warrants that, to its actual knowledge as
      of the Effective Date the manufacture, use or sale of the Product in the
      Territory as contemplated in this Agreement and Teva's activities in
      connection with this Agreement will not constitute an infringement of the
      intellectual property rights of any third party. In the event that either
      party is made aware of any infringement, as mentioned above, it will
      notify the other party of such fact immediately.

8.7.  THE EXPRESS WARRANTIES IN THIS CLAUSE 8 ARE IN LIEU OF ALL OTHER
      WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY
      WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,
      NON-INFRINGEMENT, OR NON-MISAPPROPRIATION OF THIRD PARTY INTELLECTUAL
      PROPERTY RIGHTS, AND EACH PARTY HEREBY EXPRESSLY DISCLAIMS ALL OTHER
      WARRANTIES WITH RESPECT TO THE PRODUCT.

9.    NO REPRESENTATIONS BY TEVA REGARDING THE PRODUCT

Teva shall make no statement, representation or warranty, oral or written,
concerning the Product beyond, inconsistent with or contrary to the Product
labelling, promotional materials or other information or representation made by
Supplier to Teva or any other third party. From time to time, Teva shall provide
Supplier with copies of such promotional materials to enable Supplier to verify
Teva's compliance with the terms of this Clause 9.

10.   MATERIAL EVENTS

     10.1. In the event  that  either of the  parties is of the  opinion  that a
          Material  Event has  occurred  such party shall be entitled to provide
          the other party with written notice  ("Material Event Notice") setting
          out: 10.1.1. that such Material Event has occurred;

     10.1.2. a reasonable  description  of the nature of such Material Event and
          the potential consequences thereof;

     10.1.3. proposals as to how to react and possible need for modifications to
          the  contractual  obligations  of the  parties  as a  result  of  such
          Material Event.

10.2. As soon as reasonably possible after receipt of a Material Event Notice,
      but within not more than thirty (30) days of receipt thereof, the
      recipient of the Material Event Notice shall provide the sender of such
      notice with its written reaction to the Material Event Notice in which the
      said recipient shall set out any counter-proposals it may have to the
      proposals of the sender of the Material Event Notice.

                                       12
<PAGE>

10.3. Within not more than sixty (60) days of delivery of the Material Event
      Notice, the parties shall meet in order to review, jointly, in good faith,
      the Material Event and the respective proposals of the parties, as well as
      in order to negotiate, in good faith, the possible modification, if any,
      of the parties' contractual obligations required by such Material Event.

10.4. Notwithstanding anything to the contrary in this Agreement, if the
      Material Event relates to a requirement by a regulatory authority for
      additional clinical trials or activities other than those included in
      Supplier's regulatory submissions for the Product in the U.S.A. and
      European Union, then Teva shall have the option to (i) have the parties
      meet in order to review, jointly, in good faith, the Material Event and
      the respective proposals of the parties, as well as in order to negotiate,
      in good faith, its possible solutions, or (ii) terminate this Agreement
      upon sixty (60) days' written notice with respect to the Countries
      affected by such Material Event. If the good faith negotiations described
      in clause (i) above do not result in a mutually agreeable solution to the
      Material Event within one hundred and twenty (120) days after the start of
      such negotiations, or such longer term as agreed upon by the parties in
      writing, then either party may terminate this Agreement upon thirty (30)
      days' written notice with respect to the countries affected by such
      Material Event. For clarity, until the parties reach mutual understanding,
      neither party will be obligated to perform the additional activities
      required by a regulatory authority for approval in the Territory.

11.   TERMINATION

11.1. Without prejudice to any other rights to which it may be entitled, either
      party may give notice in writing to the other terminating this Agreement
      if:

     11.1.1. the other party is in breach of any of the  material  terms  hereof
          and (if such breach is remediable)  fails to remedy such breach within
          sixty (60) days of that party being notified of such breach; or

     11.1.2. the other party  admits or is declared  insolvent  or  voluntary or
          involuntary  proceedings is instituted by or against it in bankruptcy,
          or  receivership,  or for a  winding-up  or  for  the  dissolution  or
          re-organisation  of its  assets;  provided,  in each  case,  that such
          proceedings are not dismissed within ninety (90) days.

11.2. Supplier may terminate this Agreement with respect to a particular Country
      as described in Clause 2.3 following Teva's cessation of Product sales in
      such Country.

11.3. Teva may terminate this Agreement as described in Clause 24 in the event
      of certain assignments of this Agreement by Supplier.

12.   EFFECTS OF TERMINATION

12.1. Termination or expiration of this Agreement howsoever caused shall be
      without prejudice to any other rights or liabilities accrued at the date
      of termination or expiration (including without limitation Teva's
      obligation to pay to Supplier sums due in respect of firm orders of
      Product submitted prior to termination or expiration of this Agreement).

                                       13
<PAGE>

12.2. Upon termination or expiration of this Agreement, Teva shall promptly
      notify Supplier of the quantities of the Product held by it in its
      inventory. Teva shall be permitted to sell and distribute the Product in
      its inventory for a period of six (6) months following such termination or
      expiration, on the basis that the rights and obligations of the parties
      under this Agreement shall continue to apply to such sales of Product.

12.3. Upon termination or expiration of this Agreement, subject to Teva's rights
      under Clause 12.2 above, Teva shall transfer to Supplier or its designee,
      at Supplier's expense, all materials, documentation, regulatory filings,
      marketing approvals, and other items as are reasonably necessary for
      Supplier to continue the development and sale of each Product in the
      Territory. The assignment to Supplier of any intellectual property
      generated during the course of Teva's performance of clinical activities
      pursuant to the clinical trial agreement shall be made pursuant to such
      agreement.

12.4. The provisions of Clauses 12, 13, 14, 16, 19, and 28 shall survive the
      termination or expiration of this Agreement. The Clinical Trial Agreement
      shall survive the expiration or termination of this Agreement in
      accordance with the terms thereof. For clarity, any termination of the
      Clinical Trial Agreement under Section 8.3 of the Clinical Trial Agreement
      shall not terminate this Agreement.

13.   ADVERSE EFFECTS AND RECALLS

13.1. Each party shall execute the Pharmacovigilance Agreement attached hereto
      as Appendix C, which agreement shall take effect upon the recipient of
      first regulatory approval of the Product in a Country of the Territory.

14.   LIABILITY AND CROSS-INDEMNIFICATIONS

14.1. Supplier shall indemnify and hold Teva, its Affiliates, and the officers,
      directors and employees of each of them, harmless from any and all
      liability, including liability for death or personal injury and reasonable
      attorney's fees, to the extent resulting from a third party claim of
      negligence or willful misconduct of Supplier with regard to the Substance
      and/or Product and/or Product Trademarks, including without limitation,
      the manufacture, packaging, delivery and/or supply of the Product.

14.2. Teva shall indemnify and hold Supplier, its Affiliates, and the officers,
      directors and employees of each of them, harmless from any and all
      liability, including liability for death or personal injury and reasonable
      attorneys fees, to the extent resulting from a third party claim of
      negligence or willful misconduct of Teva with regard to the promotion and
      marketing of the Product and the sale and distribution of the Product.

14.3. In the event that the negligence of Teva, on the one hand, and Supplier,
      on the other hand, contributes to any loss, cost, damages, claim or

                                       14
<PAGE>

      expense relating to the Substance and/or Product supplied and/or
      distributed or sold hereunder, then Teva, on the one hand, and Supplier,
      on the other hand, shall be responsible for that portion of the loss,
      cost, damages, claim or expense to which its negligence contributed.

14.4. Each party seeking indemnification hereunder (the "Indemnified Party")
      will inform the other party (the "Indemnifying Party") in writing
      immediately or as soon as possible of any claim which may be brought
      against the indemnified party as set out above; provided, the failure to
      provide such notice within a reasonable period of time shall not relieve
      the Indemnifying Party of any of its obligations hereunder except to the
      extent the Indemnifying Party is prejudiced by such failure. The
      Indemnified Party shall cooperate with the Indemnifying Party and its
      legal representatives, at the Indemnifying Party's expense, in the
      investigation, negotiation, compromise, settlement and defense of any
      action, claim or other matter covered by this indemnification. The
      Indemnifying Party shall be in charge of and control any such
      investigation, negotiation, compromise, settlement and defense and shall
      have the right to select counsel with respect thereto, provided that the
      Indemnifying Party shall promptly notify the Indemnified Party of all
      developments in the matter. In no event shall the Indemnifying Party or
      Indemnified Party compromise or settle any such matter without the prior
      written consent of the other Party, which shall not be bound by any such
      compromise or settlement absent its prior consent, which shall not be
      unreasonably withheld or delayed. The Indemnified Party shall have the
      right, but not the obligation, to be represented by counsel of its own
      selection and at its own expense.

14.5. Nothing herein contained shall require an Indemnifying Party to carry out
      any unlawful act or omission or which may lead to a judgment by default
      being entered or executed against the Indemnifying Party.

14.6. Following the earliest Approval Date, Supplier agrees to maintain at its
      expense sufficient product liability insurance in an amount not less than
      * US dollars. Each party agrees to maintain all other insurances
      reasonably necessary to provide sufficient cover for its legal and
      statutory liabilities and any liabilities arising from this Agreement and
      all insurable risks following use of the Substance and/or the Product and
      to provide the other party with proof of such insurance upon written
      request.

14.7. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY UNDER THIS
      AGREEMENT FOR INCIDENTAL, SPECIAL, CONSEQUENTIAL, INDIRECT, OR PUNITIVE
      DAMAGES, INCLUDING, BUT NOT LIMITED TO, ANY CLAIM FOR DAMAGES BASED UPON
      LOST PROFITS; PROVIDED, HOWEVER, THAT THIS LIMITATION WILL NOT LIMIT OR
      RESTRICT THE INDEMNIFICATION RIGHTS OR OBLIGATIONS OF EITHER PARTY FOR
      THIRD PARTY CLAIMS UNDER THIS CLAUSE 14 OR DAMAGES AVAILABLE FOR WILLFUL
      OR INTENTIONAL BREACH BY EITHER PARTY OF THE CONFIDENTIALITY OBLIGATIONS
      IN CLAUSE 16.

15.   OTHER ACTIVITIES

15.1. Clinical Trial: As described in Clause 7.1 above, the parties agree and
      undertake to enter into a clinical trial agreement with regard to a global
      clinical trial of the Product, part of which will be conducted in
      placecountry-regionIsrael. The Clinical Trial Agreement shall be attached
      to this Agreement and, except as expressly described herein, shall be
      considered an irrevocable part of this Agreement.

                                       15
<PAGE>

15.2. New Developments: Supplier shall inform Teva in writing if Supplier
      initiates the clinical development of the Product for oncology indications
      outside the Field (the "Development"). Teva shall have sixty (60) days
      following receipt of such notice to inform Supplier of Teva's desire to
      enter into an agreement to participate in the clinical trial and
      distribution of the Product in such indications. If Teva provides such
      notice, then the parties will begin discussions in good faith on the terms
      and conditions of such participation and distribution, based on this
      Agreement (including, without limitation, a section requiring Teva to fund
      certain clinical trial activities, similar in spirit to the Clinical Trial
      Agreement). The parties will agree to a number of patients as reasonable,
      as required by the trial design and in accordance with the expected market
      size and sales of the new Development.

16.   CONFIDENTIALITY

16.1. Both parties agree and undertake that during the term of this Agreement
      and thereafter, they shall keep confidential any and all Information
      acquired in the course of the negotiation and performance and disclosed by
      the other party hereunder, or which they acquire relating to the business,
      finances or trade secrets of the other party and shall not disclose the
      same or any part thereof to any third party.

16.2. Teva shall only use the Information for the purpose of the registration,
      promotion, marketing and sale of the Product under this Agreement
      (including any related trademarks or trade names). Supplier shall only use
      Teva's Information for the purpose of performing its obligations under
      this Agreement.

16.3. Both parties shall ensure that the Information is made available only to
      the minimum number of its employees as reasonably necessary to perform its
      obligations under this Agreement, and those consultants who have
      undertaken in writing to preserve its confidentiality. The parties shall
      make the employees and consultants aware of its obligations of
      confidentiality under this Agreement and shall at all times procure
      compliance by such employees and consultants thereunder.

16.4. The restrictions on use and disclosure of the Information hereunder shall
      not apply to that part of the Information which either party is able to
      demonstrate to the other:

     16.4.1.  is  lawfully  in  the  possession  of  the  party  receiving  such
          Information prior to the time of disclosure;

     16.4.2. is, at the date of disclosure,  public  knowledge or becomes public
          knowledge  other  than  by the  action  of the  party  receiving  such
          information;

     16.4.3. becomes  available to the party receiving such  Information  from a
          third  party  source  and,  to  the  best  of  the  receiving  party's
          knowledge,  was  other  than by  reason  of a breach by a party of its
          obligations  hereunder or a breach by any third party of an obligation
          of confidentiality;

                                       16
<PAGE>

     16.4.4. the  disclosure of which is necessary or desirable to enable either
          party to  implement  the  provisions  of this  Agreement  effectively,
          provided that either party must specify  details of the Information it
          wishes to disclose and subject to third  party's  obligation to sign a
          confidentiality  agreement  with terms at least as  restrictive  as in
          this  Agreement  and obtain the other parties  written  consent to any
          such disclosure, such consent shall not be unreasonably withheld;

     16.4.5. that the information disclosed or used was independently  developed
          by the receiving party without reliance on the Information.

16.5. Notwithstanding the terms of Clauses 16.1 and 16.3, a party may disclose
      Information of the other party to the extent such disclosure is required
      under any law or regulation (including the regulation of any nationally
      recognized securities exchange in accordance with the terms of Section
      16.7); provided, that the minimum amount of information required to be
      disclosed for the purposes of compliance with the said law or regulation,
      shall be disclosed; and provided, further, that the party subject to such
      requirement has, if legally permitted, informed the other party of such
      requirement and, to the extent reasonably possible, permitted such other
      party to seek confidential treatment or similar protection for such
      Information.

16.6. On or after the Effective Date of this Agreement, at a mutually agreed
      time, Supplier will issue a mutually agreed press release announcing the
      existence of this Agreement, in the form, substance and schedule to be
      mutually agreed upon by both parties in advance, and attached hereto as
      Appendix E.

16.7. Neither party shall (i) publish, in whole or in part, information
      regarding the existence or terms of this Agreement or (ii) use the other
      party's name in any publication, except as otherwise approved in writing
      by the other party. Notwithstanding the foregoing, each party may disclose
      the existence and terms of this Agreement as necessary for filings with
      the U.S. Securities Exchange Commission or a nationally recognized
      securities exchange; provided, that such party informs the other party
      prior to publication and receive the other parties approval (which shall
      not be unreasonably withheld or delayed) and such party uses its
      reasonable efforts to obtain confidential treatment for portions of this
      Agreement as available, consults with the other party in connection with
      such confidential treatment request, and permits the other party to
      participate, to the greatest extent practicable, in seeking a protective
      order or other confidential treatment. Teva shall use best efforts to
      approve any such submission by Supplier within one (1) business day. The
      publication of clinical data shall be subject to separate terms set forth
      in the Clinical Trial Agreement

16.8. The provisions of this Clause 16 shall survive the expiration or
      termination of this Agreement for any reason, for a period of ten (10)
      years after such expiration or termination for any other Information.

17.   TRADEMARKS

17.1. Supplier will select all Product Trademarks for use on or in connection
      with Products, will be the sole owner of the Supplier House Marks and
      Product Trademarks, will be responsible for the filing, prosecution,
      maintenance and defense of all registrations of such trademarks, and will

                                       17
<PAGE>

      be responsible for the payment of any costs relating to filing,
      prosecution, maintenance and defense of such trademarks. Supplier shall
      grant Teva a license to use such Product Trademarks and Supplier House
      Marks solely for the marketing and distribution of the Products in the
      Territory under this Agreement.

17.2. In the performance of this Agreement, Teva shall display such of
      Supplier's trademarks and copyrighted material as approved by Supplier for
      the Product. Any such use shall be in conformity with Supplier's written
      instructions for the appearance and use of same. Teva shall provide
      Supplier with exemplars and/or representative samples of any promotional
      materials containing any Product Trademark or Supplier House Mark, prior
      to using or disseminating such materials. Supplier shall have the right to
      make reasonable objections to any such materials within ten (10) days of
      its receipt of such copies on the grounds that Supplier believes in good
      faith that the use of such materials will damage the reputation for
      quality associated with the marks. Teva shall modify such promotional
      materials in accordance with any such objections of Supplier. If no such
      objections are received within the ten (10) days timeframe, the material
      will be deemed accepted by Supplier. Teva's use of any Supplier House
      Marks or Product Trademarks shall not give Teva any right to such
      trademarks. Teva acknowledges and agrees that all use of such trademarks
      and the goodwill generated thereby will inure solely to the benefit of
      Supplier. Teva agrees not to use or file any application to register any
      trademark or trade name in the Territory that is confusingly similar to
      any Product Trademarks or Supplier House Mark, as interpreted by
      applicable law in the Territory.

18.   FORCE MAJEURE

18.1. The obligations of each party under this Agreement shall be suspended
      during the period of this Agreement and to the extent that such party is
      prevented or hindered from complying herewith by any cause beyond its
      reasonable control including (insofar as they are beyond such control but
      without prejudice to the generality of the foregoing expression) strikes,
      lock-outs, labour disputes, act of god, war, riot, civil commotion,
      malicious damage, compliance with any law or governmental order, rule,
      regulation or direction, accident, breakdown of plant or machinery, fire,
      flood, storm, difficulty or increased expense in obtaining workmen,
      materials or transport or other circumstances affecting the supply of
      goods or of raw materials therefore.

18.2. In the event of either party being so hindered or prevented, such party
      shall give notice of suspension as soon as reasonably possible to the
      other party stating the date and extent of such suspension and the cause
      thereof. The failure to give such notice shall forfeit the rights of such
      party to relief under this Clause.

18.3. Any party whose obligations have been suspended as aforesaid shall resume
      the performance of such obligations as soon as reasonably possible after
      the removal of the cause and shall so notify the other party. In the event
      that such cause continues for more than six (6) consecutive months either
      party may terminate this Agreement on thirty (30) days notice to the other
      party.

                                       18
<PAGE>

19.   GOVERNING LAW AND ARBITRATION

This Agreement shall be governed solely and exclusively by the substantive law
of the State of New York, U.S.A. Any dispute between the parties shall be
referred to arbitration to be conducted in accordance with the rules of the
International Chamber of Commerce, as amended from time to time. Such
arbitration shall be held in placeCityNew York, country-regionU.S.A. unless
otherwise agreed between the parties in writing. The parties agree that the
arbitration as aforesaid shall be conducted before a single arbitrator to be
agreed between the parties or failing agreement to be appointed in accordance
with the provisions of the arbitration rules referred to above The parties
further agree to exclude any right of application or appeal to any court arising
on the course of such arbitration and/or with respect to any award made in such
arbitration, which award shall be final and binding on the parties.

20.   ENTIRE AGREEMENT; COUNTERPARTS

This Agreement constitutes the entire understanding between the parties hereto
with respect to the subject matter hereof and supersedes all prior agreements,
negotiations and discussions between the parties hereto relating thereto. This
Agreement may be executed by facsimile and in two or more counterparts, each of
which shall be deemed an original and all of which shall together constitute one
and the same instrument.

21.   EXECUTION AND DELIVERY OF THIS AGREEMENT

21.1. Supplier hereby represents and warrants that the execution and delivery by
      Supplier of this Agreement and the performance by Supplier of its
      obligations hereunder have been duly authorized by all necessary corporate
      action on the part of Supplier, and do not conflict with the terms of any
      other contract, agreement, arrangement or understanding to which Supplier
      is a party.

21.2. Teva hereby represents and warrants the execution and delivery by Teva of
      this Agreement and the performance by Teva of its obligations hereunder
      have been duly authorized by all necessary corporate action on the part of
      Teva, and do not conflict with the terms of any other contract, agreement,
      arrangement or understanding to which Teva is a party.

22.   INDEPENDENT CONTRACTORS

The relationship of the parties is that of independent contractors. Except as
set out in this Agreement nothing shall constitute the parties as joint ventures
or co-owners or constitute either party as the agent, employee or representative
of the other or empower either party to act for, bind or otherwise create or
assume any obligation on behalf of the other.



23.   AMENDMENTS

No amendment or variation of this Agreement shall be effective unless in writing
and signed by duly authorised representatives of the parties.

                                       19
<PAGE>

24.   ASSIGNMENT

Neither party shall without the prior written consent of the other party,
assign, sub-licence, sub-contract, delegate, charge or part with or otherwise
dispose of this Agreement or the benefit thereof or any right or obligation
hereunder or grant any sub-licence or sub-contract, save that (a) Teva shall be
entitled to designate one or more of its Affiliates in the various countries
comprising the Territory, to implement and carry out Teva's obligations in the
countries, and (b) either party may assign or transfer this Agreement or any of
its rights or obligations hereunder without such consent to (i) any Affiliate of
such party, or (ii) to any third party with which it merges or consolidates, or
to which it transfers all or substantially all of its assets to which this
Agreement relates. The assigning party (except if it is not the surviving
entity) will remain jointly and severally liable with the relevant Affiliate or
third party assignee under this Agreement, and the relevant assignee or
surviving entity will assume in writing all of the assigning party's obligations
under this Agreement. Any party that desires to make an assignment described in
clause (b) above will provide the other party with advance written notice of
such assignment and will consider in good faith any comments provided by such
other party. In the event of an assignment by Supplier, if Teva is barred by
applicable laws from doing business with the assignee or if Teva otherwise
demonstrates that such assignment presents a strategic or ethical conflict of
interest that would materially affect Teva's ability to conduct its obligations
under this Agreement, then within thirty (30) days following such assignment,
Teva may terminate this Agreement upon written notice to Supplier.

25.   SEVERABILITY

The invalidity or unenforceability of any term of or any right arising pursuant
to this Agreement shall not in any way affect the remaining terms or rights and
Supplier and Teva hereby each undertakes to use all reasonable endeavours to
replace any legally unenforceable provision with (as far as practicable)
provisions which will effect for the parties the same commercial results as were
intended by the original provisions.

26.   WAIVER

The failure of a party hereto to exercise or enforce any right under this
Agreement shall not be deemed to be a waiver thereof nor operate so as to bar
the exercise or enforcement thereof at any time or times thereafter.

27. CONVENTION ON CONTRACTS FOR THE INTERNATIONAL placeCitySALE OF GOODS

To the extent that it may otherwise be applicable, the parties hereby expressly
agree to exclude from the operation of this Agreement, the United Nations
Convention on Contracts for the International Sale of Goods, concluded at
placeCityVienna, on dateYear1980Day11Month4April 11th 1980, as amended and as
may be amended further from time to time.

28.   NOTICES
All notices shall be in writing and shall be given by delivery by hand, air
courier or transmission by fax to the address or fax number of the relevant
party set out at the beginning of this Agreement or such other address or fax
number as either party may notify to the other from time to time and shall be
addressed to the representatives of the parties set out below;

                                       20
<PAGE>


      If to Supplier:

         CEL-SCI Corporation
         8229 Boone Boulevard, Suite 802
         Vienna, VA 22182, USA
         Attention: Geert Kersten
         Telephone: (703) 506-9460
                   ===============
         Facsimile:  (703) 506-9471
                   ================

      If to Teva:

         Teva Pharmaceutical Industries Limited
         Hatrufa St. 12, Kiryat Nordau
         Sapir Industrial Zone, Natanya, PoB 8077
         Israel
         Attention: Efrat Klachevsky
         Telephone: *
         Facsimile:   *



The parties shall inform the other within 7 days of any change in address or fax
number. Any such notice given as aforesaid shall be deemed to have been given at
the time of delivery (if delivered by hand or air courier) or completion of
transmission (if sent by fax).



                            [Signature page follows.]

                                       21
<PAGE>

      IN WITNESS WHEREOF, the parties have by duly authorized persons, executed
this Agreement, as of the date first above written.


        TEVA PHARMACEUTICAL                  CEL -SCI CORPORATION
          INDUSTRIES LTD.

Name: Judith Vardi                           Name: Geert R. Kersten
     ------------------------------                ----------------------------
Title: Vice President, Israel,               Title: Chief Executive Officer
  Mediterranean, Africa and Turkey

Signature: /s/ Judith Vardi                  Signature: /s/ Geert R. Kersten
          -------------------------                    ------------------------


Name: Efrat Klachevsky                       Name:
     ------------------------------                ----------------------------
Title: Director, Business Development,       Title:
  Israel, Mediterranean, Africa and
  Turkey

Signature: /s/ Efrat Klachevsky              Signature:
          -------------------------                    ------------------------
Date: 07/08/08                               Date:
     ------------------------------                ----------------------------


List of Appendices:

Appendix A - Product Description
Appendix B - Specifications
Appendix C - Pharmacovigilance Agreement
Appendix D - Clinical Trial Agreement
Appendix E - Press Release Announcement

                                       22
<PAGE>


                                  CONFIDENTIAL

                                  CONFIDENTIAL

                  EXCLUSIVE LICENSE AND DISTRIBUTION AGREEMENT


                                   APPENDIX A





                          Description of: "the Product"

<PAGE>




Product description:

                                        *

          The remainder of this page has been left blank intentionally

<PAGE>

                  EXCLUSIVE LICENSE AND DISTRIBUTION AGREEMENT

                                   APPENDIX B





                      "the Specifications" (of the Product)

<PAGE>

                               CEL-SCI CORPORATION
                          STANDARD SPECIFICATION NUMBER
                                        *


                                        *

                                        *

                             STANDARD SPECIFICATION

                        LEUKOCYTE INTERLEUKIN, INJECTION



                                        *
                                        *
                                        *



                                        *
<PAGE>

                                    INTERIM
                             STANDARD SPECIFICATION

                        LEUKOCYTE INTERLEUKIN, INJECTION

ACCEPTANCE CRITERIA:

*                    *                            *

*                    *                            *
*                    *                            *
                     *                            *
                     *                            *
                     *                            *
                     *                            *
*                    *                            *
*                    *                            *
*                    *                            *
*                                   *
*


                                     INTERIM
                             STANDARD SPECIFICATION

                        LEUKOCYTE INTERLEUKIN, INJECTION

ACCEPTANCE CRITERIA (continued):

*               *                *
*               *                *
*               *                *
*               *                *
*               *                *
*               *                *
*               *                *
*               *                *
-------------------------------------------------------------------------------
<PAGE>


                                   APPENDIX C



    A Phase III, Open-label, Randomized, Multi-center Study of the Effects of
              Leukocyte Interleukin, Injection [Multikine(R)] Plus
 Standard of Care (Surgery +Radiotherapy or Surgery + Concurrent
  Chemoradiotherapy)in Subjects with Advanced Primary Squamous Cell Carcinoma
                 of the Oral Cavity Versus Standard of Care Only







<PAGE>




    A Phase III, Open-label, Randomized, Multi-center Study of the Effects of
     Leukocyte Interleukin, Injection [Multikine(R)] Plus Standard of Care
       (Surgery + Radiotherapy or Surgery + Concurrent Chemoradiotherapy)
          in Subjects with Advanced Primary Squamous Cell Carcinoma of
                  the Oral Cavity Versus Standard of Care Only


Regulatory Sponsor:          CEL-SCI Corporation

                             8229 Boone Boulevard
                             Suite 802
                             Vienna, Virginia 22182 U.S.A.
                             Phone: 703-506-9460 Fax: 703-506-9471


                             CEL-SCI Corporation

Funding Sponsor:             8229 Boone Boulevard
                             Suite 802
                             Vienna, Virginia 22182 U.S.A.
                             Phone: 703-506-9460 Fax: 703-506-9471

Study Product:               Leukocyte Interleukin, Injection [Multikine(R)]
*                             *
*                            *
*
*

*                    *
*                    *

                                              *


<PAGE>




                                             *


<PAGE>




                                    Table 1 *




                                              *
<PAGE>


                                                *



                                    Figure 1



Figure 2. Cell cycle marker  (Ki67) in  Multikine(R)  treated Oral Squamous Cell
Carcinoma (OSCC)

<PAGE>



A. Morphometry of Ki-67+ cells in OSCC.    B. Visualization of
   Data are means +/-SEM, *p<0.05             in OSCC by Ki-67+(Histopathology)
   0= Control Untreated Group
<PAGE>


Figure 3.  Histological  appearance of necrosis in oral squamous cell  carcinoma
(H&E staining)



                Panel A                              Panel B

  Panel A: Control - Lack of necrosis in the epithelial nests of Oral Squamous
                                Cell Carcinoma.

        Panel B: Multikine(R) treatment - Entire cancer nest is necrotic
                     and filed with debris and leukocytes.

                                                *
<PAGE>

                                             *


<PAGE>


                                             *

<PAGE>



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<PAGE>

                      Appendix D- Clinical Trial Agreement
                                  [See attched]

                                       1
<PAGE>

                  CLINICAL TRIAL MANAGEMENT SERVICES AGREEMENT

                                     Between

                     TEVA PHARMACEUTICAL INDUSTRIES LIMITED
                    A limited liability company incorporated
                      under the laws of Israel, of 5 Basel
                        Street, Petah Tiqva 49131, Israel
                                    ("Teva")

                                       And

                               CEL-SCI CORPORATION
                  a company incorporated under the laws of the
                    USA, of 8229 Boone Boulevard, Suite 802,
                              Vienna, VA 22182, USA
                                 ("the Company")


WHEREAS the Company has developed an Immunotherapy for cancer - Multikine
(Leukocyte Interleukin) injection (the "Drug"), and is interested in evaluating
the safety, tolerability and efficacy of the Drug in a Phase III Trial in
patients with Squamous Cell carcinoma of the oral cavity; and

WHEREAS Teva and the Company have entered into an Exclusive License and
Distribution Agreement dated of even date herewith (the "Distribution
Agreement") in which Teva receives the right to market and distribute the Drug
in certain territories; and

WHEREAS the Company wishes to engage Teva to manage and monitor one or more
clinical trials involving the Drug in Israel as set forth and described in
Appendix A hereto (the "Trial"), all in accordance with the terms and conditions
set out herein and the relevant laws and regulations; and

WHEREAS Teva is experienced in managing and monitoring clinical trials and is
willing to assist the Company by managing and monitoring the Trial, all in
accordance with the terms and conditions set out herein.

THEREFORE THE PARTIES AGREE AS FOLLOWS:

1.       INTERPRETATION

     1.1. The preamble to this Agreement forms an integral part hereof.

     1.2. Section headings in this Agreement are intended solely for convenience
          of  reference  and shall be given no effect in the  interpretation  of
          this  Agreement.  All signed  appendices  to this  Agreement,  whether
          attached at the time of  signature  hereof or at any time  thereafter,
          shall be construed as an integral part of this Agreement.

     1.3. In this Agreement,  the following  expressions shall bear the meanings
          assigned to them below and cognate expression shall bear corresponding
          meanings.

                                       1
<PAGE>

          1.3.1.  "Commencement  Date" shall mean the date on which both parties
               have signed this Agreement.

          1.3.2. "Global  CRO" shall mean the entity to be selected and retained
               by  the  Company   following  the  date  hereof  to  oversee  the
               performance  of the worldwide  Phase III clinical  trial of which
               the Trial to be conducted  hereunder is a part.  Upon signing the
               agreement  between  Company and Global CRO, a notice will be sent
               to Teva  informing  Teva of the  Global  CRO's  name and  contact
               details.

          1.3.3. "Protocol" shall mean the protocol,  as written and provided to
               Teva by the Company, attached as Appendix A to this Agreement.

          1.3.4. "Trial  Activities"  shall mean the list of items  agreed  upon
               between the parties and to be paid by Teva,  for the  performance
               of the Trial  Management  Services,  as defined below, set out in
               Appendix B to this Agreement.

          1.3.5.  "Study  Team"  shall  mean the team that  will  supervise  and
               monitor the performance of the Trial.

     1.4. In this Agreement, "including" and "includes" means including, without
          limiting the generality of any description preceding such terms.

2.       APPOINTMENT OF TEVA

    For the portion of the Trial to take place in Israel, the Company hereby
    appoints Teva to provide the clinical management and supervision services of
    the Trial as set out in this Agreement and in Appendix C (the "Trial
    Management Services") subject to the Company fulfilling its obligations as
    set out in this Agreement and in Appendix C, whether to be performed by Teva
    directly or through a third party, in accordance with the terms and
    conditions of this Agreement, and the relevant laws and regulations, and
    Teva hereby accepts such appointment.

3.       OBLIGATIONS OF TEVA

     3.1. Teva shall ensure that the Trial Management  Services shall be carried
          out in accordance with:

          3.1.1. The  provisions  of the  Protocol  and the other  terms of this
               Agreement; and

          3.1.2. The reasonable written guidelines and instructions  provided by
               the Company and the Global CRO (including any Global CRO standard
               operating procedures) for the conduct of the Trial (provided that
               Teva shall use its best  efforts to comply with the Global  CRO's
               guidelines and shall notify the Company  immediately in the event

                                       2
<PAGE>

               that it believes that any such written  guideline or  instruction
               is  unreasonable  and the parties shall promptly meet and discuss
               any such concern); and

          3.1.3.  The  relevant  laws,   regulations,   guidelines  and  ethical
               requirements  prevailing  in the  country  in which  the Trial is
               carried out.

     3.2. Teva  undertakes  to  perform  the  Trial  Management  Services  in  a
          professional  and  workmanlike   manner,   and  devote  the  necessary
          personnel  and all other  resources  necessary  to  perform  the Trial
          Management Services.

     3.3. Teva shall make the Study Team aware of  relevant  provisions  of this
          Agreement and shall ensure compliance therewith by the Study Team.

     3.4. Teva  shall  keep  appropriate   records  relating  to  the  Trial  in
          connection  with the performance of the Trial  Management  Services in
          accordance  with the Protocol and  applicable  laws,  regulations  and
          guidelines.

     3.5. Teva shall keep the Global CRO  informed of the progress of the Trial.
          Teva will provide the Company with written  monthly  progress  reports
          that will  include  the status of and issues  raised by any Trial site
          and a summary of any reported adverse events. Teva will provide to the
          Company   reports  of  Teva's   monitoring   visits  to  any  site  or
          investigator on a timely basis as specified in Appendix C.

     3.6. Teva shall permit  representatives  of the Company or,  alternatively,
          the Global CRO, as applicable to examine relevant data, documents, and
          records of Teva pertaining to the Trial Management Services,  in order
          to  verify   compliance  by  Teva  with  its  obligations  under  this
          Agreement.  Such audit  activities  shall be coordinated  with Teva in
          advance and conducted  during regular business hours. The Company will
          use reasonable  efforts to coordinate  with the Global CRO to minimize
          duplication of any such  examinations  and in no event should there be
          more than one (1)  examination  a month by the  Company and the Global
          CRO,  and  the  Company  will  cooperate  with  Teva  to  address  any
          reasonable  objections  to the timing  and  frequency  of  inspections
          requested by both the Company and the Global CRO.

     3.7. Teva shall  perform its  obligations  in  accordance  with the list of
          responsibilities attached hereto as Appendix C.

     3.8. In the event that the Israeli laws and  regulations  applicable to the
          manufacture,  labeling  or supply of Drug for use in the Trial  differ
          substantially  from the applicable  laws and regulations of the United
          States of America or the European Union, and in the event that Teva is
          aware of such,  then Teva shall  inform the Company in writing of such
          differences.

                                       3
<PAGE>

     3.9. At its sole discretion,  the Company may amend the Protocol, and, upon
          the  Company's  request,  Teva will  assist the Company in making such
          modifications.   An  amended  Protocol  will  supersede  the  previous
          versions.  The  Company  will  notify  Teva of any  modification  of a
          Protocol  or the Trial.  Within  ten (10)  business  days from  Teva's
          receipt of notice of such modification,  Teva will provide the Company
          with its opinion as to the alterations consequences and an estimate of
          the reasonable  alterations to the Trial timeline and Trial Activities
          (whether  an  increase  or  decrease)  directly  resulting  from  such
          modification.  The Company will have ten (10) business days to approve
          such  estimates.  If the  Company  does  not  approve  a  modification
          estimate and has not terminated  the Trial,  but wants the Trial to be
          modified to include  such  modification,  each party will use its good
          faith efforts to agree on modification estimates that are commercially
          reasonable and mutually  acceptable.  At the Company's  request,  Teva
          shall  continue  performing  Trial  Management  Services for the Trial
          without  implementing the proposed  modifications unless and until the
          parties have  reached  agreement  regarding a revised  estimate of the
          timeline  and budget based upon the  proposed  modifications.  For the
          avoidance of doubt it is hereby  clarified  that the Company  shall be
          responsible  for any and  all  increased  costs  associated  with  any
          amendments  to the  Protocol  or the  Trial in  existence  on the date
          hereof,  provided  that  any  increased  costs  shall  be  offset,  if
          applicable,  by any cost  savings  or  reductions  for  eliminated  or
          reduced activities (with no refund right for costs already paid).

4.       OBLIGATIONS OF THE COMPANY

     4.1. The Company shall supply the Drug for the Trial, at Teva's expense, as
          agreed  upon in section 7 of the  Distribution  Agreement  and further
          detailed  in  section  5  below,  and  according  to  the  timetables,
          quantities, and specifications as indicated in the Protocol.

     4.2. The Company,  either directly or through the Global CRO, shall provide
          Teva with all the relevant  articles or  information  required for the
          performance of the Trial Management Services.

     4.3. The Company shall perform its  obligations in accordance with the list
          of responsibilities, attached hereto as Appendix C.

     4.4. In addition to all other obligations set forth in this Agreement,  the
          Company  warrants that it shall act as a sponsor of the Trial,  in the
          meaning ascribed to it in the Israeli Ministry of Health guidelines.

     4.5. The  Company  shall  hold and  maintain,  throughout  the term of this
          Agreement, and for a sufficient time thereafter,  sufficient insurance
          to cover  all the  requirements  of the  local  laws and  regulations,
          including without  limitation,  insurance to cover all patients taking
          part in the Trial,  as per the  requirements of the Ministry of Health
          in Israel.

                                       4
<PAGE>

5.    PAYMENT

      Teva shall fund, at its cost, the performance of certain activities
      related to the Trial to be conducted in Israel, * provided that Teva shall
      be obligated to use best efforts to enroll * patients in accordance with
      the list of activities comprising the Trial Activities for such patients.

6.    STUDY TEAM

      Teva shall establish the Study Team in consultation with the Company. The
      function of the Study Team shall be to manage and monitor the Trial in
      accordance with Appendix A and the terms of this Agreement.

7.             WARRANTIES AND REPRESENTATIONS

     7.1. Teva warrants and represents that it has the  experience,  capability,
          qualified  personnel  and  resources  to perform the Trial  Management
          Services under this Agreement.

     7.2. The Company  warrants and represents that it is the sole and exclusive
          owner of the Drug and that Teva is not and will not, in any event,  be
          liable for any claims,  actions  and suits  arising as a result of the
          use,  safety  and  quality  of the  Drug,  subject  to  the  indemnity
          obligations set forth in Section 11.

     7.3. The  Company  warrants  that,  to the  Company's  knowledge  as of the
          Commencement Date,  applicable national and local laws do not prohibit
          the conduct of the Trial carried out in accordance with the Protocol.

     7.4. In addition, each party warrants and represents, that it shall perform
          all of its obligations under this Agreement (including, in the case of
          the Company,  the manufacture,  labeling and supply of Drug for use in
          the Trial), in accordance with the applicable  rules,  regulations and
          guidelines in Israel. The Company,  as sponsor of the Trial,  warrants
          and represents that it shall perform all of its obligations under this
          Agreement according to the rules, regulations and guidelines set forth
          with  respect to the  sponsor of a clinical  trial by the  Ministry of
          Health in Israel.

     7.5. Each party hereby  warrants and  represents  that it has the power and
          authority and the legal right to enter into this  Agreement to perform
          its obligations  hereunder,  and has taken all necessary action on its
          part to authorize the performance of such obligations.

     7.6. Teva warrants that it has not, and shall not,  employ,  contract with,
          or retain any person directly to perform services under this Agreement
          if such a person is, to the best of Teva's  Knowledge (with the use of
          reasonable  efforts to  investigate),  debarred or disqualified by any
          applicable  regulatory or  governmental  authority from performing the
          obligations requested by Teva.

                                       5
<PAGE>

     7.7. For the avoidance of doubt it is hereby  clarified and acknowledged by
          the Company  that Teva does not make any  warranty as to the  results,
          conclusions or reports,  including without limitation, the Results, as
          defined below,  of the Trial  Management  Services and/or the Trial to
          be: (i) useful to the Company,  (ii) in compliance  with the Company's
          expectations, and/or (iii) of any commercial value whatsoever.

     7.8. The Company  hereby  represents  and warrants that, to the best of its
          knowledge  as of  the  date  hereof,  the  conduct  of  the  Trial  in
          accordance with the Protocol and/or the Trial Management Services will
          not constitute an  infringement  of the  intellectual  property rights
          (that relate to the Product) of any third party.

     7.9. Except as otherwise expressly set forth in this Agreement, neither the
          Company nor Teva makes any  representations  or extends any warranties
          of any kind,  either  express or  implied,  including  any  express or
          implied  warranties  of  merchantability  or fitness for a  particular
          purpose.

8.             TERM AND TERMINATION

     8.1. All of the  provisions  of this  Section 8, or any other  right of the
          parties to terminate, shall be subject to the overriding consideration
          that this Agreement  pertains to the carrying out of a clinical trial,
          and the  interests and safety of the  participants  in the Trial shall
          take precedence over all of the rights of the parties to terminate.

     8.2. This Agreement shall commence on the Commencement Date and, subject to
          prior   termination  in  accordance  with  the  other  terms  of  this
          Agreement, shall terminate upon the completion of the Trial Management
          Services.

     8.3. The Company shall be entitled to terminate this Agreement by providing
          Teva with sixty (60) days prior  written  notice,  without  penalty or
          liability therefore or the payment of any compensation.

     8.4. Teva shall be entitled to terminate  this  Agreement by written notice
          to the Company, effective immediately, if in the reasonable opinion of
          Teva the continuation of the Trial represents an unacceptable  risk to
          the participants or is contrary to accepted medical practice.

     8.5. Either party shall be entitled to terminate  this  Agreement by giving
          thirty (30) days written notice to the other,  effective  immediately,
          upon any of the following events:

                                       6
<PAGE>

          8.5.1. The other  party  commits a material  breach of this  Agreement
               which, in the case of a breach which is capable of remedy,  shall
               not have been remedied  within thirty (30) days of the receipt by
               the party in default of a notice identifying the breach requiring
               its remedy.

          8.5.2. The other  party is  unable  to pay its  debts or  enters  into
               compulsory or voluntary  liquidation  (other than for the purpose
               of affecting a meeting of its creditors) or has an  administrator
               appointed over all or any part of its assets;  provided,  in each
               case, that such  proceedings are not dismissed within ninety (90)
               days.

     8.6. Termination  of this  Agreement for any reason shall not affect any of
          the rights and  obligations  of the parties  which shall have  accrued
          prior to the effective date of termination.

     8.7. This  Agreement  shall  survive the  termination  of the  Distribution
          Agreement,  for any reason whatsoever,  unless otherwise terminated in
          accordance with this Section 8.

     8.8. Sections  4.4, 7.7, 7.8, 8.6, 8.7, 8.8, 9, 10, 11, 12, 18 and 20 shall
          survive termination or expiration of this Agreement for any reason.

9.             CONFIDENTIALITY

     9.1. Teva shall keep  secret  and  confidential,  during the term and for a
          duration of ten (10) years from the  expiration or termination of this
          Agreement, all confidential and/or proprietary information supplied by
          the Company,  whether in written,  oral, electronic or any other form,
          including without  limitation,  all information  relating to the Drug,
          the Trial,  the  Results  (as  defined in Section  10.1 below) and the
          Trial Management  Services  ("Information")  and shall not disclose or
          use the  Information  other than for the  purposes of  exercising  its
          rights or fulfilling its obligations pursuant to this Agreement or the
          Distribution Agreement,  including the performance of Trial Management
          Services, which shall include: (i) disclosure to the relevant hospital
          authorities  or  ethical  review  committee,  if  such  disclosure  is
          necessary in order to obtain the required approvals for the conduct of
          the Trial and/or the  performance  of the Trial  Management  Services;
          (ii)  disclosure to those of Teva's  directors,  officers,  employees,
          agents, and consultants who have a "need to know" such information for
          the  performance  of  the  Trial  Management  Services  and/or  in the
          fulfillment   of  its   obligations   hereunder,   provided  that  the
          aforementioned are bound by obligations of confidentiality and non-use
          similar  to those  set out  herein.  Teva  agrees  that it shall  take
          commercially  reasonable steps to prevent the disclosure or use of the
          Company's Information by its directors,  officers,  employees,  agents
          and consultants except as expressly provided in this Agreement.

                                       7
<PAGE>

     9.2. The provisions of Section 9.1 shall not apply to:

          9.2.1.  Information  which is known to the  receiving  party  prior to
               disclosure by the disclosing party, as shown by written records;

          9.2.2.  Information  which is or becomes public  knowledge  through no
               fault of the receiving  party,  or its  employees,  who have been
               exposed to the Information;

          9.2.3.  Information  which is  disclosed to the  receiving  party by a
               third party;

          9.2.4.  Information  which is required by law,  court or any competent
               authority to be disclosed,  provided that, if legally  permitted,
               the receiving party shall notify the disclosing party thereof, in
               order to  enable  the  disclosing  party  to seek an  appropriate
               protective  order or other reliable  assurance that  confidential
               treatment  shall  be  accorded  to  such  Information  (with  the
               receiving party's assistance, if necessary),  and such disclosure
               shall be made to the minimum extent required;

          9.2.5. Information  which is independently  developed by the receiving
               party,  or any of its  employees,  agents,  consultants  or other
               representatives,   without  the  use  of  or  reliance  upon  the
               Information.

     9.3. The parties undertake to maintain the  confidentiality  of all details
          relating  to the  participants  in the  Trial in  accordance  with all
          applicable   laws,    regulations   and   guidelines   governing   the
          confidentiality  and  privacy  of  individually   identifiable  health
          information.

     9.4. Upon termination of the Trial and/or the Trial Management Services, or
          upon the written demand of the other party,  each of the parties shall
          return  the  other  party's  Information,  and  all  copies  or  other
          manifestations thereof, keeping only one copy of such Information in a
          safe location as a record of its obligations hereunder.

     9.5. Neither   party  shall  use  the  other's   name  in  any   marketing,
          advertising,  press  release or other  promotional  literature  or any
          other publicity without the other's prior written consent, with regard
          to the wording and timing of the  release,  all except for any mention
          in any applications to official authorities for regulatory  approvals,
          or in the  fulfillment  of any duty  owed to any  competent  authority
          (including  a  duty  to  make  regulatory   filings  and/or  reports).
          Notwithstanding anything to the contrary, Company may refer to Teva as
          its contract research  organization in the Territory as required under
          applicable laws, regulations and Ministry of Health guidelines.

                                       8
<PAGE>

10.      COPYRIGHT AND OWNERSHIP OF RESULTS

     10.1. All  inventions  (patentable  or  not),  discoveries,   improvements,
          reports, data and other results developed or generated by or on behalf
          of Teva  during  and/or  arising  from the  performance  of the  Trial
          Management  Services  (collectively  "Results"),  and all intellectual
          property  directly  related  thereto,  shall be the sole and exclusive
          property  of the  Company  and the  Company  shall  be free to use the
          Results as it sees fit. Teva agrees to assign,  and does hereby assign
          to the Company,  all of Teva's right, title and interest in and to the
          Results.  For the  removal  of  doubt  the  publication  of any of the
          Results in any scientific or other  publication or presentation  shall
          be within the  Company's  sole  discretion,  provided that the Company
          shall not, in any such publication and/or in any event, mention Teva's
          name  and/or the  existence  and/or the terms and  conditions  of this
          Agreement, without complying with the terms of Section 9.5.

     10.2. If further  documents  or actions  are  necessary  for the purpose of
          confirming  or to vest in the Company's  rights,  title or interest in
          and to the  Results  pursuant to Section  10.1  above,  Teva agrees to
          execute  such  documents  and to take such  reasonable  actions as are
          necessary to confirm or to vest such rights, title or interest, at the
          Company's sole expense.

     10.3. Notwithstanding  the  foregoing,  both parties  acknowledge  that all
          computer  programs,  applications,   databases,  techniques,  methods,
          models,  processes and the like used by the Study Team in  performance
          of the Trial  Management  Services  under  this  Agreement  remain the
          exclusive property of the party supplying the foregoing property.

     10.4. Teva  acknowledges  that any and all  quantities  of the  Drug  shall
          remain  the  sole  and  exclusive   property  of  the  Company.   Upon
          termination of this Agreement for any reason, all remaining quantities
          of the Drug in Teva's  possession  or control shall be returned to the
          Company at the  Company's  sole  expense and the Company  shall refund
          Teva  for  Teva's  pro rata  landed  costs of the Drug not used in the
          Trial and/or Trial Management  Services,  except in the event that the
          remaining Drug is required  according to any laws and/or  regulations,
          including  without  limitation,  of the  Israeli  Ministry  of  Health
          guidelines.

     10.5. Nothing  contained  herein shall be deemed to grant Teva a licence to
          use the Drug or the Results for any  purposes  whatsoever,  except for
          the performance of the Trial Management Services hereunder.

11.      LIABILITY AND INDEMNITY

     11.1. Teva shall indemnify and hold harmless the Company, and the Company's
          affiliates,  officers,  directors and  employees  (each a "The Company

                                       9
<PAGE>

          Indemnified Party"),  from any and all damages,  losses,  liabilities,
          claims  including  without  limitation,  claims for  bodily  injury or
          death, and reasonable attorney fees  (collectively,  "Liabilities") to
          the extent that such Liabilities  arise from a third party claim based
          upon: (i) the gross negligence or willful misconduct of Teva or of any
          officers,  directors or employees of Teva; (ii) any material breach of
          this  Agreement by Teva or any other person for whose  actions Teva is
          liable under  applicable  law;  and/or (iii) the violation by Teva, or
          any of its directors,  officers or employees, of the applicable law or
          other governmental requirement, which shall directly arise as a result
          of the Trial Management Services performed by Teva,  according to this
          Agreement,   provided;   however,   that  the  above   indemnification
          obligations  shall not apply to the extent that any Liabilities  arise
          out of: (i) any breach of this Agreement, relating to the cause of the
          Liabilities,  by the Company or any other person for whose actions the
          Company is liable under  applicable law; (ii) any violation by any the
          Company  Indemnified  Party of  applicable  law or other  governmental
          requirement,  relating to the cause of the  Liabilities;  or (iii) the
          gross negligence or willful misconduct of any the Company  Indemnified
          Party, relating to the cause of the Liabilities.

     11.2. The  Company  shall  indemnify  and hold  harmless  Teva,  and Teva's
          affiliates,   officers,   directors  and   employees   (each  a  "Teva
          Indemnified Party"), from any and all Liabilities,  to the extent that
          such  Liabilities  arise from a third party claim based upon:  (a) the
          performance  by Teva of the Trial  Management  Services in  accordance
          with this Agreement and/or as a result of any instructions received by
          the Company;  (b) any material breach of this Agreement by the Company
          or any other  person for whose  actions  the  Company is liable  under
          applicable  law;  (c) the  negligence  or  willful  misconduct  of the
          Company or of any directors, officers or employees of the Company; and
          (d) the use of the Drug by Teva  and/or  the Study  Team,  during  the
          performance of the Trial and/or the Trial  Management  Services and/or
          (e) the use of the Drug by the  hospitals  and/or  centers  and/or the
          investigator,  during the performance of the Trial;  (f) the violation
          by the Company, its directors, officers or employees of the applicable
          law or other governmental  requirement,  provided;  however,  that the
          above  indemnification  obligations shall not apply to the extent that
          any  Liabilities  arise  out of:  (i) any  breach  of this  Agreement,
          relating to the cause of the Liabilities,  by Teva or any other person
          for  whose  actions  Teva is liable  under  applicable  law;  (ii) any
          violation  by a Teva  Indemnified  Party  of  applicable  law or other
          governmental requirement, relating to the cause of the Liabilities; or
          (iii) the gross negligence or willful misconduct of a Teva Indemnified
          Party, relating to the cause of the Liabilities.

     11.3. If any the Company  Indemnified Party or Teva Indemnified Party (such
          party an "Indemnified  Party")  receives notice of any claim or action
          for which indemnity may be sought from the relevant indemnifying party
          pursuant to this Section 11 above, such  indemnifying  party shall be,
          as soon as  reasonably  possible,  notified  thereof in  writing.  The
          indemnifying  party  shall  have sole  control  over the  defence  and

                                       10
<PAGE>

          settlement  of such  claim  and the  Indemnified  Party  shall  not be
          entitled  to settle or  compromise  such claim or action  without  the
          prior written consent of the  indemnifying  party and shall reasonably
          cooperate with the indemnifying party in the investigation and defence
          of such claim or action,  provided that in any event the  indemnifying
          party  shall use its best  efforts  to  ensure  that the good name and
          reputation of the  Indemnified  Party remains intact . The Indemnified
          Party may  employ  its own  counsel if it wishes to do so, at its sole
          expense.

     11.4. IN NO CASE SHALL  EITHER PARTY BE LIABLE FOR ANY  INDIRECT,  SPECIAL,
          INCIDENTAL OR  CONSEQUENTIAL  DAMAGES ARISING OUT OF, OR IN CONNECTION
          WITH, THIS AGREEMENT;  PROVIDED  HOWEVER THAT THIS LIMITATION WILL NOT
          LIMIT OR RESTRICT THE INDEMNIFICATION  RIGHTS OR OBLIGATIONS OF EITHER
          PARTY FOR THIRD  PARTY  CLAIMS OR  DAMAGES  AVAILABLE  FOR  WILLFUL OR
          INTENTIONAL BREACH BY EITHER PARTY OF THE CONFIDENTIALITY  OBLIGATIONS
          IN ARTICLE 9.

12.      INSURANCE

     12.1. The  parties  shall hold and  maintain,  throughout  the term of this
          Agreement, and for a sufficient time thereafter,  sufficient insurance
          to cover any and all of their liabilities  pursuant to this Agreement,
          including without limitation, insurance as mentioned in Section 4.5.

     12.2. The parties shall provide to one another certificates  evidencing the
          holding and  maintenance  of such  insurances  upon the request of the
          other party. 13. APPROVALS

    Teva shall obtain and maintain all authorizations and approvals (if any)
    required from the appropriate regulatory authorities and the relevant ethics
    committees and other scientific bodies for the performance of the Trial and
    the Trial Management Services.

14.   ASSIGNMENT

    Neither party shall without the prior written consent of the other party,
    assign, sub-license, sub-contract, charge or part with or otherwise dispose
    of this Agreement or the benefit thereof or any right or obligation
    hereunder or grant any sub-license or sub-contract, save that (a) Teva shall
    be entitled to designate one or more of its Affiliates in Israel, to
    implement and carry out Teva's obligations under this Agreement, and (b)
    either party may assign or transfer this Agreement or any of its rights or
    obligations hereunder without such consent to (i) any Affiliate of such
    party, or (ii) to any third party with which it merges or consolidates, or
    to which it transfers all or substantially all of its assets to which this
    Agreement relates. The assigning party (except if it is not the surviving

                                       11
<PAGE>

    entity) will remain jointly and severally liable with the relevant Affiliate
    or third party assignee under this Agreement, and the relevant assignee or
    surviving entity will assume in writing all of the assigning party's
    obligations under this Agreement. Any party that desires to make an
    assignment described in clause (b) above will provide the other party with
    advance written notice of such assignment and will consider in good faith
    any comments provided by such other party. In the event of an assignment by
    the Company, if Teva is barred by applicable laws from doing business with
    the assignee or if Teva otherwise demonstrates that such assignment presents
    a strategic or ethical conflict of interest that would materially affect
    Teva's ability to conduct its obligations under this Agreement, then within
    thirty (30) days following such assignment, Teva may terminate this
    Agreement upon written notice to the Company.

15.   SEVERABILITY

    Should any part or provision of this Agreement be held unenforceable or in
    conflict with the applicable laws or regulations of any jurisdiction, the
    invalid or unenforceable part or provision shall, provided that it does not
    go to the root of this Agreement, be replaced with a revision which
    accomplishes, to the extent possible, the original business purpose of such
    part or provision in a valid and enforceable manner, and the balance of this
    Agreement shall remain in full force and effect and binding upon the parties
    hereto.

16.      ENTIRE AGREEMENT/AMENDMENT/WAIVER

     16.1. This  Agreement  embodies  and sets  forth the entire  agreement  and
          understanding between the parties hereto and supersedes all prior oral
          and  written  agreements  relating  to  the  subject  matter  of  this
          Agreement.  Neither party shall be entitled to rely on any  agreement,
          understanding   or  arrangement   not  expressly  set  forth  in  this
          Agreement.

     16.2. This Agreement  (including,  for the removal of doubt, the Appendices
          hereto) shall not be amended,  modified, varied or supplemented except
          in writing signed by duly  authorized  representatives  of the parties
          hereto.

     16.3. No failure or delay on the part of either  party  hereto to  exercise
          any  right or  remedy  under  this  Agreement  shall be  construed  or
          operated as a waiver thereof nor shall any single or partial  exercise
          of any right or remedy as the case may be.  The  rights  and  remedies
          provided in this Agreement are cumulative and are not exclusive of any
          rights or remedies provided by law.

17.      RELATIONSHIP OF THE PARTIES

    The relationship of the parties is that of independent contractors. Except
    as set out in this Agreement, nothing shall constitute the parties as joint
    ventures or co-owners or constitute either party as the agent, employee or
    representative of the other or empower either party to act for, bind or
    otherwise create or assume any obligation on behalf of the other.

                                       12
<PAGE>

18.   GOVERNING LAW

    The agreement shall be governed by, and construed in accordance with, the
    laws of the State of New York, USA, without giving effect to its principles
    of conflicts of law. Each of the parties hereto hereby irrevocably submits
    to the jurisdiction of the courts of competent jurisdiction located in the
    State of New York, USA for the settlement of any dispute under or in
    connection with this agreement.

19.   FORCE MAJEURE

    Each of the parties hereto shall be excused from the performance of its
    obligations hereunder, in the event that such performance is prevented by
    Force Majeure (as defined below) provided that the party claiming Force
    Majeure shall: (i) give notice in writing to the other party without undue
    delay after such circumstance has occurred; and (ii) use its best efforts to
    avoid or remove such cause of non-performance and shall fulfill and continue
    performance hereunder with the utmost dispatch whenever and to the extent
    that such cause or causes are removed or cease to exist. For the purpose of
    this Agreement, "Force Majeure" is defined as follows: causes beyond the
    control of either of the parties, including but not limited to, acts of God,
    acts, regulations or laws of any government, war, civil commotion,
    destruction of production facilities or materials by fire, earthquake or
    storm, labour disturbances, epidemic and failure of public utilities or
    common carriers.

20.   NOTICES

    Any payment, notice and other written communications required or permitted
    to be made or given may be made or given by either party by facsimile with
    confirmed transmission; by first-class mail, postage prepaid; or by courier
    to the mailing address or facsimile numbers set as below:

    If to Teva:

         Teva Pharmaceutical Industries Limited
         Hatrufa St. 12, Kiryat Nordau
         Sapir Industrial Zone, Natanya, PoB 8077
         Israel
         Attention: Dr. Coby Mazliah
         Telephone: *
         Facsimile:   *

                                       13
<PAGE>

    If to the Company:

         CEL-SCI Corporation
         8229 Boone Boulevard, Suite 802
         Vienna, VA 22182, USA
         Attention: John Cipriano
         Telephone: (703) 506-9460
         Facsimile:  (703) 506-9471

    Or to such other addresses or facsimile numbers as either Party shall
    designate by notice, similarly given, to the other Party. Notices or written
    communications shall be deemed to have been sufficiently made or given: (i)
    if mailed, seven (7) days after being dispatched by mail, postage prepaid;
    (ii) if by courier, when actually delivered by the courier company; or (iii)
    if by facsimile with confirmed transmission, three (3) days after
    transmission.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by their duly authorized officers:


 TEVA PHARMACEUTICAL INDUSTRIES LTD           CEL-SCI CORPORATION

Signature: /s/ Roni Shiloh                    Signature: /s/ Geert R. Kersten
          -----------------------------                  ---------------------
Name:     Roni Shiloh, M.D.                   Name:      Geert R. Kersten
          -----------------------------                  ---------------------
Title:    Medical Director                    Title:     Chief Executive Officer



Signature: /s/ Coby Mazliah                   Signature:
          -----------------------------                  ---------------------
Name:     Coby Mazliah, Ph.D.                 Name:
          -----------------------------                  ---------------------
Title:    Director Clinical Trials Unit/
          Teva/ Israel

Date:                2008                        Date:               2008
           ----------                                     -----------

                                       14
<PAGE>


                                   APPENDIX A

                                  THE PROTOCOL

                                 [See Attached]




TEVA PHARMACEUTICAL INDUSTRIES LTD              CEL-SCI CORPORATION

Signature: /s/ Roni Shiloh                       Signature:
          -----------------------------                   ---------------------
Name:     Roni Shiloh, M.D.                      Name:
          -----------------------------                   ---------------------
Title:    Medical Director                       Title:



Signature: /s/ Coby Mazliah                      Signature:
          -----------------------------                   ---------------------
Name:     Coby Mazliah, Ph.D.                    Name:
          -----------------------------                   ---------------------
Title:    Director Clinical Trials Unit/
          Teva/ Israel

Date:                2008                        Date:               2008
           ----------                                     -----------
                                       15
<PAGE>

                                   APPENDIX B
                                TRIAL ACTIVITIES

       The following activities and costs:

     >>   Monitoring services,  as needed in accordance with the Protocol on the
          Commencement Date and for * patients

     >>   Payment to the  physicians,  the  hospitals  and testing  laboratories
          involved  in the  Trial  and  associated  follow  up,  as long as such
          payments  are:  (i) in the  Territory  (ii)  in  accordance  with  the
          Protocol on the Commencement Date and (iii) for * patients

     >>   Clinical supply of the Drug, in an amount not exceeding the sum agreed
          upon in the Distribution Agreement,  for * patients, and for all other
          study drugs in accordance with the requirements of the Protocol on the
          Commencement Date





TEVA PHARMACEUTICAL INDUSTRIES LTD              CEL-SCI CORPORATION

Signature: /s/ Roni Shiloh                       Signature:
          -----------------------------                   ---------------------
Name:     Roni Shiloh, M.D.                      Name:
          -----------------------------                   ---------------------
Title:    Medical Director                       Title:



Signature: /s/ Coby Mazliah                      Signature:
          -----------------------------                   ---------------------
Name:     Coby Mazliah, Ph.D.                    Name:
          -----------------------------                   ---------------------
Title:    Director Clinical Trials Unit/
          Teva/ Israel

Date:                2008                        Date:               2008
           ----------                                     -----------

                                       16
<PAGE>

                                   APPENDIX C

                             THE PARTIES OBLIGATIONS

                           Roles and Responsibilities
                           TEVA and SPONSOR/Global CRO

                                  -----------------------------------
                                  Time Schedule
                                  Study Code
                                  SPONSOR




                                   Global CRO


                                   Contractor
                                   Date
                                   -----------------------------------

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

 Part 1
 Time Schedule

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


Planning Phase
Final protocol
Clinical Phase
Patient recruitment time     XXXXX
FPI                          XXXXX
LPI                          XXXXX
LPO                          XXXXX
Data Base Lock               XXXXX
Complete Stat                XXXXX
Clinical Study Report        XXXXX

                                       17
<PAGE>




                                        -----------------------------------
                                        Roles & Responsibilities
                                        Study Code
                                        SPONSOR


                                        Global CRO


                                        Contractor
                                        Date
                                        -----------------------------------

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

 Part 2
 Roles and Responsibilities

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


If required, add and/or delete according to study specific requirements.
Tick relevant box SPONSOR and/or TEVA Site

*

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*                                                                *  *      *
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                                                       *  *         *
*
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                                       18
<PAGE>

<PAGE>


                                          -----------------------------------
                                          *
                                          *
                                          *
                                          *
                                          *
                                          *
                                          -----------------------------------

 ----------------------------------------------------------------------------
 *
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                                        *
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*                    *                *               *
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*                                     *
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*                                     *
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*                                     *
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*                    *                *               *
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*                                     *
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*                                     *
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                                       19
<PAGE>

                                          -----------------------------------
                                          *
                                          *
                                          *
                                          *
                                          *
                                          *
                                          -----------------------------------

 ----------------------------------------------------------------------------
 *
 ----------------------------------------------------------------------------

                                        *

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


TEVA PHARMACEUTICAL INDUSTRIES LTD              CEL-SCI CORPORATION

Signature: /s/ Roni Shiloh                       Signature:
          -----------------------------                   ---------------------
Name:     Roni Shiloh, M.D.                      Name:
          -----------------------------                   ---------------------
Title:    Medical Director                       Title:



Signature: /s/ Coby Mazliah                      Signature:
          -----------------------------                   ---------------------
Name:     Coby Mazliah, Ph.D.                    Name:
          -----------------------------                   ---------------------
Title:    Director Clinical Trials Unit/
          Teva/ Israel

Date:                2008                        Date:               2008
           ----------                                     -----------

                                       20
<PAGE>

                                   Appendix E

<PAGE>



                     PHARMACOVIGILANCE AND RECALL AGREEMENT


This  Pharmacovigilance  and Recall  Agreement (the  "Agreement")  is made as of
____________,   2008  by  and  between   CEL-SCI   CORPORATION,   a  corporation
incorporated  under the laws of the State of Colorado,  of 8229 Boone Boulevard,
Suite 802, Vienna, VA 22182, USA ("Supplier") and TEVA PHARMACEUTICAL INDUSTRIES
LTD, a limited  liability  company  incorporated  under the laws of Israel, of 5
Basel Street, Petah Tiqva 49131, Israel ("Teva").

1.    Scope

This  Agreement  describes the procedures  and defines the  responsibilities  of
Supplier and Teva to ensure adequate  Adverse Event (AE) data exchange such that
regulatory reporting  requirements can be met in a timely manner. This Agreement
replaces any previous safety information agreements between the companies on the
Product.

2.    Definitions

Definitions  used  will  conform  to the  current  Volume  9A of the  Notice  to
Applicants:  Volume 9A - Guidelines on Pharmacovigilance  for Medicinal Products
for Human Use.  Capitalized  terms used in this Agreement and not defined herein
will have the meaning set forth in the Exclusive  Distribution Agreement between
Supplier and Teva, dated ____________, 2008.

3.    Global Safety Database

Supplier will maintain the global safety database for Post Marketing Spontaneous
Adverse Event (AE) reports related to the Product.

4.    Case Exchange

Both parties are responsible for distribution of the safety information in their
own company safety network. The language of all exchanges will be English.
Abbreviations must be spelled out.

4.1.  Spontaneous reports

Teva  agrees to provide  Supplier  with all  Adverse  Event  reports  related to
Product.  The format is not  necessarily  that of CIOMS I but should contain all
data elements to be able to generate a CIOMS I report.  Source  documents should
remain locally for inspection  purposes and should be provided on request.  Case
exchange is preferably done by email

Each party  agrees to provide the other party with copies of all Adverse  Events
reports within 3 business days of submission.

Both parties  agree to answer in a reasonably  exhaustive  manner all  questions
that the other  party might raise that  affect  case  evaluation  or  regulatory
reporting with regard to exchanged cases.

The date of receipt by the original  recipient of any Adverse  Event report must
be recorded on each report exchanged.

                                       2
<PAGE>

4.2.  Follow up information

The party  notified first on an adverse  reaction is  responsible  for obtaining
follow-up  information  required for proper  assessment  of the case.  Questions
regarding a specific case must be  communicated  to the initial party to request
the information from the reporter.  Follow-up data will be exchanged in the same
manner  as  initial  data,  within  the  same  timeframes.  If site  visits  are
requested, representatives from both parties will be allowed to participate.

4.3.  Reports from literature

Supplier  will have the primary  responsibility  for  reviewing  the  literature
outside the  Territory.  Reports of serious  published  ADRs will be provided as
described above. Teva will be primarily  responsible for checking the literature
published in the Territory and sending cases to Supplier.


4.4. Reports on overdose, abuse and misuse, lack of efficacy, transmission of
     infectious agents, medication errors.

Reports  on  overdose,  abuse and misuse as well as lack of  efficacy  should be
reported to Supplier  according  to the  timelines  as  mentioned  in Clause 4.1
above. Any suspected  transmission of a infectious agent via a medicinal product
is also  considered  an adverse  event as referred  to in Clause  4.1.  Cases of
medication  errors  which are  associated  with  adverse  events  should also be
reported as referred to in Clause 4.1.


4.5. Reports from outcomes of use in pregnancy and lactation

All reports from health care  professionals  relating to  pregnancies  where the
foetus may have been  exposed  should be  followed  up and  reported to Supplier
according to Clause 4.1. For reports from consumers  reasonable  attempts should
be made to follow up with the physician.

5.    Causality assessment

Generally the reporter's causality assessment will be accepted. Supplier and
Teva may however express another opinion. The most conservative opinion will
determine further reporting.

6.    Expedited Reporting

Supplier  is  responsible  for  determining  seriousness,  expectedness  per the
package insert and the company's opinion of relatedness. Supplier is responsible
for preparing any regulatory forms for submission in the Territory.

Teva will make the  determination  as to  whether a report  meets  criteria  for
expedited reporting to regulatory authorities in the Territory.

Teva will be responsible  for submission of expedited  reports to the regulatory
authorities in the Territory.

Both parties will submit the  appropriate  reports of individual case reports to
the regulatory authorities of the countries in their territories within the time
frames required by the current legislation in each ountry.

                                       3
<PAGE>


7.    Periodic Reporting

Supplier will be  responsible  for  preparing  and reporting of Periodic  Safety
Update  Reports  (PSUR)  according to the current  guidelines.  The PSUR will be
forwarded to Teva for submission to local authorities in the Territory.


8. Regulatory requests for additional information

8.1. Additional information on a specific case

The  party  who  received  the  regulatory   authority   request  for  follow-up
information will submit the response to the requesting regulatory authority.  If
necessary,  the  party  who first  received  the case  report  will  obtain  the
requested information from the reporter.

8.2. Additional information of a more general nature

Regulatory  authority  requests for safety  information of a more general nature
will be  answered  by the party who  received  the  initial  request.  Teva will
provide to the supplier a copy of the  regulatory  agency's  request for general
information  and their proposed  response to the request prior to its submission
for review and comment.

9.    Compliance

Teva is responsible  for ensuring that local  Pharmacovigilance  and drug safety
regulatory  requirements  are  met  in  the  Territory.   Without  limiting  the
foregoing,  Teva will comply with local  regulation's  with all  regulations and
laws applicable to the Territory.

10.   Signals/Actions

Each company will notify the other company as soon as possible of any regulatory
actions or pending  actions  that might  result in: (i) a change in  labeling or
market restriction, (ii) market authorization withdrawal or suspension, or (iii)
change of local  labeling  which is thought to be  important  from a safety view
point; in each case, to the extent such action is suggested by signals  detected
by the  pharmacovigilance  program,  issue  evaluation,  liaison with regulatory
authorities, or new requirements defined by the regulatory authorities.

11. Teva's response time to reports on Adverse Events:

   Adverse Event (AE): within 5 days from awareness of the event to Teva or any
   of its subsidiaries or other license partners involved in marketing of the
   Product.

   Serious Adverse Events (SAE): within 24 hours from awareness of the event for
   SAE resulting in death or life threatening events, and within 48 hours for
   all other SAE.


12. Contacts


It is the responsibility of each company to notify the other company in writing
of any changes to the contact information as soon as possible.

                                       4
<PAGE>

For CEL-SCI, all correspondence about this agreement should be sent to:

      Name: John Cipriano
      Address: CEL-SCI Corporation,
      8229 Boone Boulevard, Suite 802
      Vienna, VA, 22182  USA
      Tel:     (703) 506-9460
      Fax:    (703) 506-9471
      Email: *



For CEL-SCI, all Adverse Event reports should be sent to:

      Name: John Cipriano
      Address: CEL-SCI Corporation
      8229 Boone Boulevard, Suite 802
      Vienna, VA, 22182  USA
      Tel:     (703)-606-9460
      Fax:    (703) 506-9471
      Email: *



For Teva, all correspondence about this agreement should be sent to:

      Name: Shelly Lavy
      Address:   Teva Israel, P.O.Box 8077 Netanya 42504, Israel
      Tel: *
      Fax: *
      Email: *



For Teva, all Adverse Event reports should be sent to:

      Name: Shelly Lavy
      Address:   Teva Israel, P.O.Box 8077 Netanya 42504, Israel
      Tel: *
      Fax: *
      Email: *

13.  Recalls

Teva and the  Supplier  shall  comply with local  regulations  in the  Territory
regarding any case necessitating a recall of the Product from the market. In the
event that a recall of the Product in the  Territory is being  contemplated  for
any reason,  each party shall  promptly  consult with the other with the view to
deciding the appropriate action to take with respect thereto.

                                       5
<PAGE>

In any event,  the final  decision on a recall  will comply with any  resolution
issued by the regulatory  authorities for each affected Country in the Territory
concerning  the  specific  case in  which  a  recall  of the  Product  is  being
contemplated.

In the event a recall is due to the negligence or improper  action of Teva, Teva
shall bear the costs related to the recall.  In any other event,  Supplier shall
bear the cost related to the recall.

14.  Term

The term of this Agreement  will commence upon signature  hereof by both parties
and will continue until expiration or termination of the Exclusive  Distribution
Agreement  between  Supplier and Teva, dated  ____________,  2008 (including the
expiration of any wind-down period related to the sale of Products, as described
therein).



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

    CEL-SCI CORPORATION                    TEVA PHARMACEUTICAL INDUSTRIES LTD

Signature: /s/ Geert R. Kersten             Signature: /s/ Judith Vardi
          -----------------------------              ---------------------
Name:     Geert R. Kersten                  Name:    Judith Vardi
          -----------------------------            ---------------------
Title:    Chief Executive Officer           Title:   V.P.IMAT
          -----------------------------            ---------------------
Date:     August 18, 2008                   Date:    August 18, 2008
          -----------------------------            ---------------------

                                            Signature: /s/ Efrat Klachevsky
                                                     ---------------------
                                            Name:     Efrat Klachevsky
                                                  -----------------------------
                                            Title: Direct, Business Developement

                                            Date:  07/08/08
                                                  ------------------------

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

                                       6
<PAGE>