THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE
               UPON THE EXERCISE OF THIS WARRANT ARE TRANSFERABLE
                   ONLY IN ACCORDANCE WITH PARAGRAPH H HEREOF.

               Void after 5:00 P.M., New York Time, on May 5, 1999

                               Warrant to Purchase
                                  63,492 Shares
                                 of Common Stock

                        WARRANT TO PURCHASE COMMON STOCK

This is to Certify That, FOR VALUE RECEIVED, S. R. One, Limited, a Pennsylvania
business trust, having an office at 565 E. Swedesford Road, Wayne, Pennsylvania
19087 (the "Holder") is entitled to purchase, subject to the provisions of this
Warrant, from Q-Med, Inc., a Delaware corporation, having an office at 100 Metro
Park South, Laurence Harbor, New Jersey 08878 (the "Company"), an aggregate of
63,492 shares (the "Warrant Shares") of the Company's Common Stock, par value
$.001 per share ("Common Stock") at a price of $15.75 per share (or such other
price computed by applying all adjustments made on or before May 5, 1999, in
accordance with Section F. hereof, to $15.75 as if it had been the initial
Exercise Price per share hereunder) at any time on or after May 6, 1996 until
5:00 P.M. New York Time, on May 5, 1999. The number of shares of Common Stock to
be received upon the exercise of this Warrant and the price to be paid for a
share of Common Stock may be adjusted from time to time as hereinafter set
forth. The shares of Common Stock deliverable upon such exercise, and as
adjusted from time to time, are hereinafter sometimes referred to as "Warrant
Shares" and the exercise price of a share of Common Stock in effect at any time
and as adjusted from time to time is hereinafter sometimes referred to as the
"Exercise Price."

The Warrants represented by the Certificate are part of an authorized class of
1,433,333 Warrants.

A.    EXERCISE OF WARRANT. Subject to the following conditions precedent and the
      provisions of Section H and I hereof, this Warrant may be exercised in
      whole or in part at any time or from time to time on or after May 6, 1996,
      and before 5:00 P.M. New York Time on May 5, 1999, or, if either such day
      is a day on which banking institutions are authorized by law to close,
      then on the next succeeding day which shall not be such a day, by
      presentation and surrender hereof to the Company at any office maintained
      by it in Laurence Harbor, New Jersey, or at the office of its Warrant
      Agent, if any, with the Purchase Form annexed hereto duly executed and
      accompanied by payment of the Exercise Price for the number of shares
      specified in such form. If this Warrant should be exercised in part only,
      the Company shall, upon surrender of this Warrant for cancellation,
      execute and deliver a new Warrant evidencing the rights of the Holder
      hereof to purchase the balance of the shares purchasable hereunder. Upon
      receipt by the Company of this Warrant at its office, or by the Warrant
      Agent of the Company at its office, in proper form for exercise, the
      Holder shall be deemed to be the holder of record of the shares of Common
      Stock issuable upon such exercise, notwithstanding that the 


                                       1
<PAGE>

      stock transfer books of the Company shall then be closed or that
      certificate representing such shares of Common Stock shall not then be
      actually delivered to the Holder.

      In addition:

            1. At any time during the period from May 6, 1996 to May 5, 1997:

                  (a) if the Average Market Price (defined below) is equal to or
      greater than $19.125 (subject to adjustment on the same basis as the
      Exercise Price as set forth in Section F below), the Company may give
      written notice to the Holder within five days of the first date on which
      (i) the Average Market Price first exceeds $19.125 and (ii) the last trade
      price for each of the 15 trading days immediately preceding such date is
      equal to or exceeds $19.125. Within 30 days of receipt of such notice the
      Holder shall exercise $500,000 of this Warrant;

                  (b) if the Company has exercised its rights set forth in
      sub-paragraph A(1)(a), above and the Average Market Price is equal to or
      greater than $22.50 (subject to adjustment on the same basis as the
      Exercise Price as set forth in Section F below), the Company may give
      written notice to the Holder within five days of the first date on which
      (i) the Average Market Price first exceeds $22.50 and (ii) the last trade
      price for each of the 15 trading days immediately preceding such date is
      equal to or exceeds $22.50. Within 30 days of receipt of such notice the
      Holder shall exercise this Warrant in full.

            2. At any time during the period following May 5, 1997:

                  (a) if the collaboration between the Company and SmithKline
      Beecham Corporation described in an agreement effective April 1, 1996 (the
      "Collaboration") has executed contracts with managed health care
      organizations in the aggregate serving 300,000 members ("Collaboration
      Condition") and the Average Market Price is equal to or greater than the
      Exercise Price, the Company may give written notice to the Holder within
      five days of the first date on which (i) the Average Market Price first
      equals or exceeds the Exercise Price and (ii) the last trade price for
      each of the 15 trading days immediately preceding such date is equal to or
      exceeds the Exercise Price. Within 30 days of receipt of such notice the
      Holder shall exercise this Warrant in full; or

                  (b) if the Average Market Price is equal to or greater than
      $19.125 (subject to adjustment on the same basis as the Exercise Price as
      set forth in Section A above), the Company may give written notice to the
      Holder within five days of the first date on which (i) the Average Market
      Price first exceeds $19.125 and (ii) the last trade price for each of the
      15 trading days immediately preceding such date is equal to or exceeds
      $19.125. Within 30 days of receipt of such notice the Holder shall
      exercise this Warrant in full; or 


                                       2
<PAGE>

                  (c) if the Collaboration has achieved the Collaboration
      Condition and the Company notifies the Holder that it may exercise the
      Warrant at a price equal to the Average Market Price, the Holder within 30
      days of such notification shall exercise this Warrant in full.

            3. For the purposes of this Section A, the "Average Market Price"
      for the Company's Common Stock shall be the arithmetic average of the last
      trade price for twenty (20) consecutive trading days as reported on the
      New York Stock Exchange, American Stock Exchange or the NASDAQ market,
      whichever shall be the principal market in which shares of Common Stock
      are then traded.

B.    RESERVATION OF SHARES. The Company hereby agrees that at all times there
      shall be reserved for issuance and/or delivery upon exercise of this
      Warrant such number of shares of its Common Stock as shall be required for
      issuance of delivery upon exercise of this Warrant.

C.    FRACTIONAL SHARES. No fractional shares or scrip representing fractional
      shares shall be issued upon the exercise of this Warrant. With respect to
      any fraction of a share called for upon exercise hereof, the Company shall
      issue to the Holder the next whole share.

D.    EXCHANGE, ASSIGNMENT OR LOSS OF WARRANT. This Warrant is exchangeable,
      without expense, at the option of the Holder, upon presentation and
      surrender hereof to the company or at the office of the Warrant Agent for
      other Warrants of different denominations entitling the holder thereof to
      purchase in aggregate the same number of shares of Common Stock
      purchasable hereunder. The term Warrant as used herein includes any
      Warrants into which this Warrant may be divided or exchanged. Upon receipt
      by the Company of evidence reasonably satisfactory to it of the loss,
      theft, destruction, or mutilation of this Warrant, and (in the case of
      loss, theft or destruction) of reasonably satisfactory indemnification,
      and upon surrender and cancellation of this Warrant, if mutilated, the
      Company will execute and deliver a new Warrant of like tenor and date. Any
      such new warrant executed and delivered shall constitute an additional
      contractual obligation on the part of the Company, whether or not this
      Warrant so lost stolen, destroyed, or mutilated shall be at any time
      enforceable by anyone.

E.    RIGHTS OF THE HOLDER. The Holder shall not, by virtue here of, be entitled
      to any rights of a shareholder in the Company, either at law or equity,
      and the rights of the Holder are limited to those expressed in the Warrant
      and are not enforceable against the Company except to the extent set forth
      herein.

F.    STOCK DIVIDENDS, RECLASSIFICATION, REORGANIZATION, ANTI-DILUTION
      PROVISIONS, ETC. This Warrant is subject to the following further
      provisions:


                                       3
<PAGE>

      1.    In case, prior to the expiration of this Warrant by exercise or by
            its terms, the Company shall issue any shares of its Common Stock as
            a stock dividend or subdivide the number of outstanding shares of
            Common Stock into a greater number of shares, then, in either of
            such cases, the Exercise Price per share of the Warrant Shares
            purchasable pursuant to this Warrant in effect at the time of such
            action shall be proportionately reduced and the number of Warrant
            Shares at that time purchasable pursuant to this Warrant shall be
            proportionately increased; and conversely, in the event the Company
            shall contract the number of outstanding shares of Common Stock by
            combining such shares into a smaller number of shares, then, in such
            case, the Exercise Price per share of the Warrant Shares purchasable
            pursuant to this Warrant in effect at the time of such action shall
            be proportionately increased and the number of Warrant Shares at
            that time purchasable pursuant to this Warrant shall be
            proportionately decreased. Any dividend paid or distributed upon the
            Common Stock in stock of any other class of securities convertible
            into shares of Common Stock shall be treated as a dividend paid in
            Common Stock to the extent that shares of Common Stock are issuable
            upon the conversion thereof.

      2.    In case, prior to the expiration of this Warrant by exercise or by
            its terms, the Company shall be recapitalized by reclassifying its
            outstanding Common Stock, par value $.001 per share, into stock with
            a different par value or by changing its outstanding Common Stock
            with par value to stock without par, the Company or a successor
            corporation shall be consolidated or merge with or convey all or
            substantially all of its or of any successor corporation's property
            and assets to any other corporation or corporations (any such
            corporation being included within the meaning of the term successor
            corporation in the event of any consolidation or merger of any such
            corporation with, or the sale of all or substantially all of the
            property of any such corporation to, another corporation or
            corporations), in exchange for stock or securities of a successor
            corporation, the holder of this Warrant shall thereafter have the
            right to purchase upon the terms and conditions and during the time
            specified in this Warrant, in lieu of the Warrant Shares theretofore
            purchasable upon the exercise of this Warrant, the kind and amount
            of shares of stock and other securities receivable upon such
            recapitalization or consolidation, merger or conveyance by a holder
            of the number of shares of Common Stock which the holder of this
            Warrant might have purchased immediately prior to such
            recapitalization or consolidation, merger or conveyance.

      3.    Upon the occurrence of each event requiring an adjustment of the
            Exercise Price and of the number of Warrant Shares purchasable at
            such adjusted Exercise Price by reason of such event in accordance
            with the provisions of this Section F., the Company shall compute
            the adjusted Exercise Price and the adjusted number of Warrant
            Shares purchasable at such adjusted Exercise Price by reason of such
            event in accordance with the provisions of this Section F. and shall
            prepare a 


                                       4
<PAGE>

            certificate setting forth such adjusted Exercise Price and the
            adjusted number of Warrant Shares and showing in detail the facts
            upon which such conclusions are based. The Company shall mail
            forthwith to each holder of this Warrant a copy of such certificate,
            and thereafter said certificate shall be conclusive and shall be
            binding upon such holder unless contested by such holder by written
            notice to the Company within thirty (30) days after receipt of the
            certificate by such holder.

      4. In case:

            (a)   the Company shall take a record of the holders of its Common
                  Stock for the purpose of entitling them to receive a dividend
                  or any other distribution in respect of the Common Stock
                  (including cash), pursuant to without limitation, any
                  spin-off, split-off or distribution of the Company's assets;
                  or

            (b)   the Company shall take a record of the holders of its Common
                  Stock for the purpose of entitling them to subscribe for or
                  purchase any shares of stock of any class or to receive any
                  other rights; or

            (c)   of any classification, reclassification or other
                  reorganization of the capital stock of the Company,
                  consolidation or merger of the Company with or into another
                  corporation, or conveyance of all or substantially all of the
                  assets of the Company; or

            (d)   of the voluntary or involuntary dissolution, liquidation or
                  winding up of the Company;

            then, and in any such case, the Company shall mail to the Holder, at
            least twenty (20) days prior thereto, a notice stating the date or
            expected date on which a record is to be taken for the purpose of
            such dividend or distribution of rights, or the date on which such
            classification, reclassification, reorganization, consolidation,
            merger, conveyance, dissolution, liquidation, or winding up is to
            take place, as the case may be. Such notice shall also specify the
            date or expected date, if any is to be fixed, as of which holders of
            Common Stock of record shall be entitled to participate in said
            dividend on distribution of rights, or shall be entitled to exchange
            their shares of Common stock for securities or other property
            deliverable upon such classification, reclassification,
            reorganization, consolidation, merger, conveyance, dissolution,
            liquidation, or winding up, as the case may be. The failure to give
            such notice shall not affect the validity of any such proceeding or
            transaction and shall not affect the right of the holder of this
            Warrant to participate in said dividend, distribution of rights, or
            any such exchange and acquire the kind and amount of cash,
            securities or other property as the Holder would have been entitled
            to acquire if it was the record holder of the Warrant Shares which
            could be obtained upon the exercise of the Warrants 


                                       5
<PAGE>

            immediately before such proceeding or transaction; provided that,
            the Holder exercises the Warrants within 30 days after discovery
            that such action or proceeding has taken place.

            5.    In case the Company at any time while this Warrant shall
                  remain unexpired and unexercised, shall dissolve, liquidate,
                  or wind up its affairs, the holder of this Warrant may
                  thereafter receive upon exercise hereof in lieu of each share
                  of Common Stock of the Company which it would have been
                  entitled to receive, the same kind and amount of any
                  securities or assets as may be issuable, distributable or
                  payable upon any such dissolution, liquidation or winding up
                  with respect to each share of Common Stock of the Company.

G.    OFFICER'S CERTIFICATE. Whenever the Exercise Price shall be adjusted as
      required by the provisions of the foregoing Section, the Company shall
      forthwith file in the custody of its Secretary at its principal office and
      with the Warrant agent, an officer's certificate showing the adjusted
      Exercise Price determined as therein provided, setting forth in reasonable
      detail the facts requiring such adjustment, including a statement of the
      number of additional shares of Common Stock, if any, the consideration for
      such shares, determined as such Section F. provided, and such other facts
      as shall be necessary to show the reason for and the manner of computing
      such adjustment. Each such officer's certificate shall be made available
      at all reasonable times for inspection by the holder and the Company
      shall, forthwith after each such adjustment, mail a copy of such
      certificate to the holder.

H.    TRANSFER TO COMPLY WITH THE SECURITIES ACT OF 1933. Neither this Warrant,
      the Warrant Shares, nor any other security issued or issuable upon
      exercise of this Warrant may be sold or otherwise disposed or except as
      follows:

      1.    to a person who, in the opinion of counsel reasonably satisfactory
            to the Company, is a person to whom the Warrant or Warrant Shares
            may legally be transferred without registration and without the
            delivery of a current prospectus under the Securities Act of 1933,
            as amended (the "Act") with respect thereto and then only against
            receipt of an agreement of such person to comply with the provisions
            of this Section H. with respect to any resale or other disposition
            of such securities; or

      2.    to any person upon delivery of a prospectus then meeting the
            requirements of the Act relating to such securities and the offering
            thereof for such sale or disposition.

I.    CALL OF THE WARRANT

      The Company may call the outstanding Warrants for $.001 per warrant upon
      10 business days notice to the Holder set forth above in the event either:
      (i) an aggregate of 666,666 Warrants in the class have not been exercised
      within 75 days of the original issuance date; or (ii) an aggregate of
      1,000,000 Warrants in the class have not been exercised within 130 days of
      the original issuance date.

J.    REPRESENTATIONS AND WARRANTIES OF THE COMPANY.

      The Company represents and warrants to the holder as follows:


                                       6
<PAGE>

      1.    The Company is duly organized and, as of the date of the original
            issuance hereof, validly existing and in good standing under the
            laws of the state of Delaware.

      2.    The Company shall at all times reserve and keep available out of its
            authorized shares of Common Stock, solely for the purpose of issuing
            Warrant Shares upon the exercise of this Warrant, such shares as may
            be issuable upon the exercise hereof.

      3.    Warrant Shares, when issued and paid for in accordance with the
            terms of this Warrant, will be fully paid and not assessable.

      4.    This Warrant has been duly authorized and approved by all required
            corporate action by the Company and does not violate the certificate
            of incorporation or by-laws of the Company.

                            [SIGNATURE PAGE FOLLOWS]


                                       7
<PAGE>

[CORPORATE SEAL]                               Q-MED, INC.


                                               By: /s/ Michael W. Cox
                                                   -----------------------------
                                                   Michael W. Cox, President



Dated:

ATTEST:


/s/ Debra Fenton
-----------------------------------
Debra Fenton, Assistant Secretary


                                       8
<PAGE>

                                  PURCHASE FORM
                                 TO BE EXECUTED
                            UPON EXERCISE OF WARRANTS

TO:      Q-Med, Inc.
         100 Metro Park South
         Laurence Harbor, NJ 08878

         The undersigned hereby exercises, according to the terms and conditions
thereof, the right to purchase _____________ Shares of Common Stock, evidenced
by the within Warrant Certificate, and herewith makes payment of the purchase
price in full,


         Dated: ___________________________________________

         Name: ____________________________________________

         Address: _________________________________________

         Signature: _______________________________________


         UPON EXERCISE OF THIS WARRANT PAYMENT SHOULD BE MADE TO THE ORDER OF
Q-MED, INC.